The Winslow mail., 1914-05-16

Class No 20 ......... 2,5O0.O 90
Directors by majority vote of all Di-
rectors, upon notice to the officer and
each director and the decision of the
Board of Directors shall be final as to
what is sufficient cause for the re-
moval of such officer.
ARTICLE XVI.
Any officer may resign by giving
written notice thereof to the Secretary
of the corporation, who shall immedi-
ately give notice thereof to the Direct
ors, and in case the Board shall de-
cline or neglect to accept the resig-
nation for a period of sixty (60) days
the same shall become effective and
the office shall be deemed vacated,
and all vacancies may be filled by the
Board of Directors until the next an
nual meeting and election and until
their successors are elected and quail
fled.
ARTICLE XVII.
Until the annual stockholders meet
ing in February, 1914, and until their
successors are elected and qualified
the following named persons shall be
officers of the corporation, to-wit:
James c.. Penney shall be Director
President and General Manager; Earl
C. Sans shall be Director and First
Vice-President; Edward J. Neighbors
shall be Director and Second Vice
President; Dayton H. Mudd shall be
Director and Third Vice-President, and
Toh chol n
Director, Secretary and Treasurer.
ARTICLE XVIII.
The Board of Directors may ap-
point an executive committee of such
number as it may determine upon
from it's own members, who shall have
immediate control and management OF
the business and affairs of this cor
poration, being always under the SUI
pervision and control of said Board of
Directors, and which said executive
committee may be altered or changed
at the pleasurt of said Board of Direct
OrS.
ARTICLE XIX.
Special meetings of the stockhold-
ers may be called by the President,
by any three Directors or by any num-
OOl VI OCOShl1OlOCl0 OWulu6 IlOt lCOO
than One-fourth of the capital stock
and notice thereof shall be given by
mailing a notice to each stockholder
at his last known place of residence
as shown upon the books of this cor
poration, at least fifteen days before
the day fixed for the meeting.
ARTICLE Xxx.
The Board of Directors may make
the Bylaws, rules and regulations, as
a majority of them may approve, not
inconsistent with these Articles of In
corporation or with the laws of the
State of Utah.
If, in the opinion of the Board of
Directors, any store or stores shall be
in failing circumstances and after a
special assessment has been made by
the Board of Directors on the class of
stock representing said store and the
preferred stockholders in that partic-
ular class neglect or refuse to pay
such assessment, then the Board of Di
rectors may appoint one or more OF
it's members or an agent or agents to
proceed to close out the stock, assets
and property of such store or stores
and after paying all of the debts of
said store or stores and all expenses
in connection with the closing out of
said business, then to distribute the
remaining proceeds of such sale
among the preferred stockholders of
that particular class, upon surrender
and cancellation of said certificates of
stock.
The power and authority above men
toned shall not be construed to limit
the powers of the Board of Directors
but shall be construed to be an addi-
ton thereto.
ARTICLE XXI.
The undersigned incorporators do
hereby convey, sell, assign, transfer
and set over to the said corporation
in full payment of and for the capital
stock subscribed by the several incor-
porators of this corporation, as herein
before set forth, all of their right,
title and interest in and to the re-
spective stocks of merchandise, fix
lures, property, GOODWILL, bills receiv-
able, cash, assets of every kind name
nature and description, and the busi-
ness of the following named stores
severally located and situated as fol
lows, to-wit:
The stores and business of PEN
NEY STORES COMPANY, located at
Kemmerer, Wyoming, Cumberland,
Wyoming, and Murray, Utah
The stores and business of Edward
]. Neighbors and Penney Stores Com
pany, located at Preston, Idaho, NAL
ad, Idaho, and Richmond, Utah.
The stores and business of Edward
J. Neighbors, Christian Woidemann
and Penney Stores Company, located
at ReXburg, Idaho, and Mackey, Idaho,
and the two-thirds interest of Edward
]. Neighbors and Penney Stores Com
pany in the store and business of Ed
ward ]. Neighbors, w. o. Brown, de-
ceased, and Penney Stores Company.
located at Lewiston, Idaho
The store and business of Edward
J. Neighbors, Bertram c. Coffey and
Penney Stores Company, located at
Moscow, Idaho
The stores and business of Earl c.
Sans and Penney Stores COn1Danv To-