Nogales international., 1940-04-06
LEGAL NOTICE

advances upon property, real and
personal, and to issue on commits
sion, sell or dispose of, any and adj
classes of investments or to act as
agent or broker in connection there
with.
To acquire by purchase. lease,
own, hold, sell, mortgage, or en-
ctmber, both improved or unin-
proved real estate wherever situate;
to plat and improve real estate for
purposes of sale or otherwise; to
erect houses and buildings thereon,
and to erect and maintain a tele-
phone or telephone lines, water and
electrical plants, lines and systems.
To buy, sell, exchange and gen.
orally deal in real property, improv-
ed and unimproved. To improve,
manage, operate, buy, sell, mort
gage, lease or otherwise dispose of,
property, real or personal, and take
mortgages upon the same.
Generally, to do each, all and
every lawful thing and business OF
every kind and description incident
to the general business Of the COM
pany wherever the same may be
transacted or pursued.
ARTICLE v.
The capitalization Of this corpo-
ration shall be FIVE HUNDRED
THOUSAND LIARS ($500,-
0O0.00), and evidenced by certifi-
Gates of stock as follows: One Thou
sand (1,00O shares of six percent
1917 non-cumulative pr eferre e d
stock, having a par value Of One
Hundred Dollars ($100.00) per share;
four thousand (4,000) shares of no
par common stock. Stock may be is
sued upon the terms and conditions
as shall be prescribed by the Board
of Directors and may be issued in
exchange for cash, services or prop
erty. The judgment of the Board
of Directors as to the value of prep
erty or services taken in exchange
for stock, for the determination of
the amount of the capital stock to be
issued prior to the commencement
Of business, for the determination Of
cash reserves and operating capital,
for the value of consideration re-
ceived from time to time for the
sale Of common stock, and for the
declaration of dividends, shall be
conclusive in the absence of fraud.
The stock Of this corporation shall
be non-asseSsable. The preferred
stock shall provide for dividends at
the rate Of six percent (6%) per
annum, payable quarterly, on its
par value, but said annual divi-
dends are non-cumulative. After the
payment of the dividends on such
preferred stock, dividends shall be
paid on the outstanding common
stock until such dividends amount
to six percent (6%o) of the total out
standing common stock which, for
this purpose only, shall be deemed
to have par value equal to the
preferred stock, and thereafter any
additional dividends shall be paid
equally on per share basis to the
preferred and common stockholders.
The voting powers of this corpo-
ration shall be vested in the COM
mon stockholders, save and except
that should said corporation pass
the payment of dividends on the
preferred stock for four quarterly
dividend payment periods, then the
preferred stockholders shall be per-
mitted to vote their shares Of stock
on an equal per share basis with the
common stockholders, until all cur
rent dividends are paid. The right
to retire all or any part of the pre-
ferred stock at pan value is reserved
in the Board of Directors to be ex-
ercised at its option after five years
from date of stock issuance, pro-
vided bonus of ten percent Q0%)
Of such par value and all accrued
dividends are concurrently paid.
ARTICLE VI.
The time of the commencement of
this corporation shall be the date
upon which a certificate of incor-
poration is issued by the Corpora
ton Commission of Arizona, and it
shall terminate twenty-five (25>
years thereafter, unless renewed in
the manner provided by law.
ARTICLE VII.
The affairs of this corporation
shall be conducted by a board of
not less than three (3), nor more
than five (5) directors, who shall
be stockholders of this corporation.
The first board of directors shall
be elected by the incorporators, and
shall serve until their successors
are elected and qualified. Directors
shall be elected at the annual meet
ings of the stockholders, and shall
serve for one year and until their
successors are elected and qualified.
The annual meeting of the corpo-
ration shall be held at such place
and hour as may be prescribed by
the bylaws of the corporation, on