OCR Interpretation

The border vidette. (Nogales, Ariz.) 1894-1934, April 15, 1922, Image 4

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Persistent link: https://chroniclingamerica.loc.gov/lccn/sn96060796/1922-04-15/ed-1/seq-4/

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APRIL 15, 1022.
In the District Court of the
United Stato.s of America, in and
Tor the District of Arizona.
In the matter of B. P. A. Lar
rieu, bankrupt, to the Honorable
William P. Sawtelle,
.fudge of the District Court of
the United States for tho District i
of Arizona :
E. P. A. Ijarriru of Nogales,
in the nount.v of Santa Cruz and
State of Arizona, in said district,
ronpc.tfiill v rnnrospnts that on
the 23rd day Of April last past
iic v ""j oujuuRni ..w... v.v, ,
tinder the acts of congress re
lating to bankruptcy; that be
has duly surrendered all his pro
perty and rights of property, and
has fully complied with all the
requirements of said acts, and
with the orders of the court
touching on his bankruptcy.
Wherefore, he prays that he
may be decreed by the court to
have a full discharge from all
debts proveable against his es
tate, and under said bankruptcy
acts, except such debts as are
excepted by law from such dis
charge. Dated this 18th day of March,
A. D , 1022.
Attorney for Bankrupt.
District of Arizona ; ss.
On this 22nd day of March, A.
D., 1022, on reading tho forego
ing petition, it is;
Ordered by the court that a
healing be had upon tho same
on the 8th day of May, A. D ,
1922, before said court at Tuc
son, in said district, at ten o'clock
in the forenoon; that a notice
thereof be published in Border
Vidkttk, a newspaper printed
in said district, and that all
known creditors and other per
sons in interest may appear at
the said time and place and show
cause, if any they have, why the
prayer of said petitioner should
not.be granted, and it is further
ordered by the court that the
clerk shall send by the mail to
all known creditors, copies of
said petition in this order, ad
dressed to them at their places
of residence as stated.
Witness the Honorable Wil
liam P. Sawtelle, judge of the
said court and seal thereof at
Tucson, in said district, on the
22nd day of March, A. D., 1022.
C. B. UcFALL, Clerk.
Further, I do hereby certify
that I have on this 20th day of
March. A. D. , 1022, sent by mail
notices of the above order as
therein directed.
4-8-2t. C. R. McFall, Clerk.
"Selected Seed Corn and Dah
lia Bulbs." Address, Artesia
Ranch, Hereford, Ariz. Adv.
office of the
Arizona Corporation Commission
The Arizona Corporation Commis
sion does hereby certify that the an
nexed is a true and complete transcript
of th
which was filed in the odiceof said Ari
zona Corporation Commission on the
22nd day of March, A. D. , 1922, at 10:00
o'clock a. m., as provided by law.
In Testimony Whereof, The Arizona
Corporation Commission, by its Chair
mau, has hereunto set its baud and
effisetl its Official ea.l, Pona at tne
City of Phoonix, the Capital, this 22nd
day of March, A. D., 1922.
Arizona Corporation Commission,
- . D. F. JOHNSON,
fcc-i (Attest: Chairman.
jfaUAL,. f. J K. MCBRIDK,
- ' ' Secretary.
SENTS: That we, V". F. Frizzell aud
H. L. Miller of Amado, Santa Cruz
County, Arizona, the undersigned havo
this day associated ourselves together
for the purpose of forming a corpora
tion under and pursuant to the laws of
the State of Arizona, aud for that pur
pose we do hereby adopt tho following
Articles of incorporation:
The name of this corporation shall be
Tuba' !'vn"u and CattiiE Company,
article II
The " principal place of business of
this eorporation shall be at the city of
Nogales. County of Santa Cruz, State
of Arizona Other places for tho trar
saction of the business shall be at such
places within the L'nited States of Am
erica aud the Republic of Mexico, ns
the Board of Directors shall determine
Thr Knrml nntum of tho business
propocrj to bp tranaaotf-J by tills cor
poration Is, to buy and otherwise arv
quirp, own, Hell, Icnsp, hiro, rent, mort
gfipn, pleujre, pxchanjjo, breed nnil gen
erally denl in horse, miles, cattle,
, .-lie-p, oal3. swln and any and aii
otb r kinds or classes of livestock, and
Llivestock nnd farm products and by
prodnots; to buy and otherwise arquire,
own, lea30, hire, rent, sl inortfrajre,
! exehanpo, hypothecate and otherwise
I deal in farminc, trrazini? and other
lands, town and eity lots, and ease-
meiits, water nnd water-rights; to buy
j nnd otherwise acquire, own. exchange,
lease, work, loeato, develope, toll and
. eontrnct for mines and inininr land-,
I mineral rights, oil anii K1- Iniuls, treat
i Ing plants, buildings and all property
machinery appurtenant ihert-t.o:
to buy and otherwine acquire, own.
' plII, niortn;e. hypothecate and Othef
i wise deal in all kinds of merchandise;
maintain and eonduet e-oneral merclian
I disp store5, telephone and telegraph
lines; t i carry on a general packing
honso. cold storage acQ warehouse bus
moss: to purchase, bold, sell, assign,
transfer. iuertero. pledge and other
wise dispose of shares of the capital
Htoek or, or any bonds, securities or
evidences of indebted tief-s created by
any otbr-r corporat ion or corporations;
to incur debts and to loan, raise, bor
row and scenre the payment, of money
in any lawful manner, including- the
executing of promissory notes and is
suance and ssle or other disposition of
bonds, warrants, debentures, obliga
tions, negotiable and transferab'e in
struments an.i other evidences of in
debtedness of all kinds whether secured
by mortgage, pledge, deed of trust, or
otherwise; to enter into, make perform
and carry out contracts of every sort
aud kind; to acquiie, own and hold
such real and personal property ns may
be neeeaasary r convenient for the
transaction rf tie business of this cor
poration; to sell aud otherwise, dispose
of the same, for the purpose of attain
ing or furthering any of the objects of
this corporation, to do any :ind all
other acts aud tilings, and to exercise
an,y aud ail power, which a co partner
ship or natural person could lawfully
do and exercise, acd which now or
hereafter may be authorized by law.
I'rovidc-.l, however, th5 foregoing clauses
nnd resitationi of objects shall be con
strued both as objects and powars, bnt.
no restriction. expression or declaration
of specific or special powers or purposes
herein enumerated shall be decreed to
be es elusive, but it is hereby expressly
declared that all other lawful powers
not inconsistent therewith are hereby
Included .
Tbe authorized capital stock of this
corporation shall be Throe 1 load red
Thousand ($300 000,00) Dollars, divided
into three hundred thousand (:)f.0.00)
shares of the par value of One ($1.00)
Dollar each.
Of said shares one hundred nnd fifty
thousand (150.000) thereof shall be com
mon, and one hundred and fifty thous
and (150 000) thereof shall bo preferred
stock The terms, conditio js, limita
tions and provisions upon which said
preferred sock is to be issued arc:
(1) The holders thereof ehall be en
titled to receive out of the net profits
of the corporation a fixed minimum
divided at the rate of eight per cent
(8 per cent) per annum, payable at such
periods as the directors may determine,
before any dividend can be set apart or
paid on the common stock for the
period theretofore elapsed, and the
principal or par value of tho said pre
ferred stock, with accumulated eight
I (S per cout) per cent dividends shall be
paid in full in preference to the com
mon Btock, in the event of any liqnida
I tion of the company whether through
J insolvency or tho termination of its
I corporate existence or otherwise. The
j said eight per cent dividends on said'
! preferred stock shall be cumulative, so
that if for any period or periods the
same can not safely be paid tlu) right
thereof shall accumulate as against the
! common stock, and all arrears of said
dividends on- s:uu preferred stocK so
accumulated must be paid before divid
ends can be commenced or resumed on
the common stock. In any year after
payment of dividends at the rate of
; eight per cent per annum on the pre
j ferred stcek, the holders of common
i stock shL-11 be entitled to all proilts
i distributed as dividends, up to ten per
! ceut per annum on their stock. Id any
j calendar year when dividends aggregat
; ing ten per cent shall have been paid
on tuo common stock, if any furtuer
dividends to bo declared the same bhall
be distributed pro-rata between the
common and preferred stock slock-
(2) Tho preferred stock is issued lo
! and accepted by stockholders upon the
express understanding, and tne right
is hereby reserved to I be stockholder of
this corporation, that those Articles of
I ccorporatiou may be amended in the
manner provided by law for increase of
preferred strock and tho directors of
this corporation may with the'eonseut
ot any holder of preferred stock retire
the same.
(3) SHid preferiod stock shall have
full voting power at all meotinga of
r?G&bUI?r5 to the aauis extent as com
mon stock
(I) At the option ot the holder of
any of said preferred stock , the Samo
may at any time be exchanged for com
mon stock of au equal amount.
At such timo ns the board of direct
ors, by resolution, ehall direct said
capital stock, common and preferred,
shall bo paid into this corporation either
in cash or by sale or transfer to the
corporation of real or personal proper
ty, contracts, losses, services, or any
othor valuable right or thing, for tho
use? or purposes of this corporation, in
payment for which shares of capital
stock of the corporation, common or
(referred us the directors shall by re
solution direct, may be issued, and tho
capital stock so issued sball thereupon
and thereby become and be fully paid
up and forover non-assessable. The
judgment of the board of directors as
tho Viilue of property or services re
ceived in exchange for stock shall be
conclusive in the absence of actual
fraud .
The timo of the commencement of
this corporation shall bo the due.': of the
filing of a certified copy of these Arti
cles of Incorporation for record iu the
office of the County Recorder of the
County of Santa Cruz, State of Arizona,
and tho termination thereof shall be
twenty-five (25) i ears thereafter, but
the right is reserved to renew this cor
poration from time to time as by the
prcssnt or any future laws of Die State
of Ari7ona may bo provided.
The general management and control
of the business, property, interests, and
a fl airs of this corporation, are and shall
I be vested in nel conduct by a Board o!
.Directors consisting of not It 83 than
three (:!) or more than nvo ('.") personp
each a stockholder in this corporation.
By-laws shall be adopted for tho bet
ter regulation of tho more detail all'airs
of this corporation, and therein the j
number of stockholders which shall
comprise tho Board of Directors, within I
the limits lied by these articles, shfll j
bo provided.
Pntil such by-laws shall be adopted.
rnd shall otherwise provide, the Board
of Directors of this corporation shall !
be composed of three (3; persons.
Except in the ea60 of vacancies tho
Board of Directors shall be elected an
nually at the annual meoting of the
stockholders, at nny adjournment of
such annua! moetin2. or, at. any special
meetinc called lor ihat purpose among;
others when any such regular meeting
shall not havo been held.
Directors elected at any such regular
nl jonrucd or special meeting shidl hold
ollico until the next regular i.nnual
stock bottle -a1 meeting, and until their
successors shall have been elected and
qualified, except, however, tho first
Board of Directors which is chosen as
in these Articles of Incorporation set
The officers of Ibis corporation, in
addition to the Ronrd of Dlrectors.shall
consist of a president, a vice-president,
a treasurer and a secretary, together
with such other officers as by the by
laws may bo provided, and any two
such otlices may be filled by one and
tho same pofSon, and such officers shall
have charge nnd control of the business
of this corporation r subject and sub
servient to its Hoard of Directors, and
in accordance with the provisions of the
All of the hereinbefore specifically
named offices shall be fiiled by stock
holders of this corporation.
All of t he above-mentioned officers,
except the directors, shall be by the
Board of Directors elected or appointed
at its first or any subsequent meeting
next after the electron of such direct
ors, and all such elected or appointed
officers shall hold the office to which
appointed or elected until the first meet,
ing of the next newly elected Hoard of
I Directors, nud until their successors
i shall have been elee'ed or appointed
I acd bo qualified, unles.-, ns hereinafter
j provided, sooner removed from office
Any officer elected or appointed by
the Board of Directors, and any subor
dinate officer or employe e, may be re
moved at will by an affirmative vote of
a majority of the full membership of
the Board of Directors, and vacancies
Irora such cause be filed in tho same
manner and by the same authority as
such removed officers shall have been
electod or appointed originally.
Any vacancy or vacancies occurring
aud existing in the IJoaril of Directors
from any cause at any time shall ho
filled by amejDrity vote of the re
mainder of the Board of Directors, and
all persons elec'.ed or appointed to fill
any vacancy in office shall hold such
office for tho unexpired term thereof,
and until his successor shall havo been
duly elected or appointed and qualified,
unless, as herein provided, he shall
sooner be removed therefrom.
The annual meetings of the stock
holders of this corporation shall beheld
at tho office of the corporation in tho j
city of Nogales, Santa Cruz County, j
Arizona, on the first Monday in March
of each year, beginning with the year j
1923, unless such day shall fall on a
legal holiday, in which event such I
mee'ing shall be on the nest sectilar
day. At such annual meetings among
other things, a Board of Directors for ,
the next ensuing year shall be elected; !
provided, however, if such iicnual meet- j
ing be not regularly held at the time
provided,- then und in such event, or in
auy event, a special meeting, of the
stockholders may be held at other
times for such election, at which special
meeting all business which might or1
could havo been legally transacted at a .
regular annual meeting of stockholders j
may be transacted at such special meet- ,
ing, and such business so transacted, at.
any sucb specii-l meeting, shall be of
and possess the same force and effect
as if duly transacted at a tegular an- j
mill meeting of stockholders.
Until tho first annual meeting of the :
stock holders, and until their successors '
shall havo been duly elected and qual
ified. Ilia following named persons are
constituted tho Board of Directors, to
wit: V. F. JpriszelL H. L. Miller and
It. L. Frizzell ; aud tho following named
persons shall constitute the officers, to
wit: V. F. Frizzell, presideut; II. U.
Miller, vice-president, and It. Li. Friz- !
zell, secretary and treasurer.
Immediately, or as soon thereafter as 1
practicable, upon the filing of n certified
copy of these Articles of Incorporation
in the office ct tho County Recorder of
Santa Cruz, the persons herein named
and cli'-'sou as directors sha'l meet and
Organize as the Board of Directors oft
this corporation, adopt by-laws, appoint
itr statutory agent as required by law,
a,nd do and transact such other business J
as may properly and legally como be- !
f re tho bo?.rd.
A majority of the Board of Directors j
shall constitute a quorum and, except
as herein and in tho by-laws otherwise
provided, any meeting of said board at j
which there shall be present a quorum,
shall be deemed a regular raueting and !
oxcopt as herein and in the by-laws)
otherwise provided, shall have the same
authority and powers as if a full board j
were prtseut-
The Hoard of Directors shall havo full
control of, carry on aud conduct the
business and affairs of this corporation, !
aud among other powers, bhall have the
right and power, and hereby it is fully 1
authorized: To borrow and loan money, '
to give and accept security, pledge's and j
mortgages; to buy, take over, vote and i
authorize the issuance and execution of j
Iwjriil.. ri.liAntura. in-iuni.nrv notes. '
j aiul other such obligation.-: to buy, take
I over, authorize and cause to be exceut- i
j oil mortgages, deeds ot irnsi, ana oiuer
securities: to .-.ell, pledge, mortgage, or
otherwise dispose of the whole or any
I part of the Droperty and aacotrf of tic
corporation; and in geueral and, in ad
i ditiui to tbo fori going powers and au
thority, have and possess aii the powers
and autborit) usually and ordinarily
onnfinrd by law und usage upon a Board
of Directors and that are not by these
Articles of lucorporation unci Its by
laws pxpresslv wi'hhi'M from it
The highest amount of indebtedness
or liability, direct or contingent, to
which this corporation uiav, at any
I time, subject itself, shall not exceed Cue
Hundred Fifty Thousand (150. 000. 00)
The stock holds and members of thi9
corporation, and their private property,
shall be exempt from any liability for
or on account of the debts and liabili
ties of this corporation.
Tn Witness Whereof, we have here
unto set our hands this 21st day of
March. 1022.
II. I,. M LfiUK
County of Santa (!ruz
The foregoing Articles of Incorpora
tion wore acknowledged before me this
21st day of March, 1922, by V. I friz
zell and II I.. Miner.
(Seal) S. F. NOON,
Notary Public.
(My commission expires February 2.'1,
1H24 )
Filed in the office of the Arizona Cor
poration Commission this 22 day of
March, A. D., 1922, at 10:00 a. rn , at
reouest of S. F. Noon, whose Dost office
' address is Nogales, Arizona.
Arizona Corporation Commission,
By D. F. JOHNSON, Chairman.
Countv of Santa Cruz.
I hereby certify that tho within in
strument was filed aud recorded at the
request, of V. F. Frizzell, March 2.1, A.
D., 1922, at .1:00 p. m , book Articles of
Incorporation, pages 490
Witness my hand and official seal the
day and vear aforesaid
Countv Recorder
3-23 Ct Deputy Recorder.
UAS Progress visited y(
A homo as yet? Has 1
vacuum cleaner presented
your wife with a couple of
hours of rest each day ? Have
electric cooking uteusils help
ed the missus prepare your
meals? Is your home bright
ly illuminated? It is a pro
Kressive step to visit this
electrical shop. Ask your wife
to accompany you.
Electrically at Your Service
A Live Wire
Nogales Elestric Light and
Power Company
238 Morley Avenue
Take Care
of Your Eyes
and Your Glasses
Arizona optical col)
Optometrists and
Manufacturing Opticians
Prompt, Careful and
with Dispatch. We
solicit your Business.
We deliver j-our Freight at
your place of Business.
Transfer your baggar'
from one train to the other.
H .
11 .
Arroyo Blvd
Pboue 69
IVtiller Detective Service
Established 19 Years
452J-g Soiiib Broadway
Los Angeles, California
A 3073 Main 564
Reliable Economical Service
Means Satisfaction
Our Installations of Ranges, Vater Heat
ers, Motors, and Lighting Systems
Are Suppling Hundreds of Satisfied
Arizona Gas and Electric Co.
The Nogales, The Lyric
and The Royal Theatres
Courteous Lady Ushers
Hih-Class Entertainment in the Afternoon
.in.d at Night, Furnish
ed Under the Personal
Direction of Past Masters in the Business.
J. D. Halstead Lumber Co.
We handle a complete line of Lumber,
Sash Doors, Lime, Cement, Douglas
Plaster, Corrugated Iron, Builders' Hard
ware, in fact everj-thing to build with.
J. D. Halstead Lumber Co.,
Successors to Nogales Lumber Co.
Hardware, Implements. Wagons. Harness,
Furniture, Etc.
Grand Avenue.
Always in Attendance.
are just as carefully looked after
at this pharmacy as those for
the special use of the daintier
sex. We cairy the best of shav
ing soaps, shampoos, after shav
ing toilet waters, dandruff cures
etc. If 5'ou are a particular man,
you are the particular man we
want to supply. The 'don'tcare"
fellow will be better suited else
Phone 18 Nogales, Arizona
for young men are on view here
in great variety. They have all
the hall marks of the finest cus
tom made clothing and have the
added advantage of costing ab
out half as much as the latter.
Come in and get two suits at
price of one tnade to order.
Mogales Arizona
Nogales, Arizona

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