The Winslow mail., 1919-12-19
LEGAL NOTICES
Certificate Relative to Amendment of
Articles of Incorporation of the J. c.
Penney Company.

We, Earl G. Sans, President, anG
George H. Bushnell, Secretary, of the
J. c. Penney Company, corporation
created, organized and existing under
and by virtue of the laws of the State
of Utah, hereby certify to the County
Clerk of Salt Lake County, State Of
Utah and to the Secretary of State
of the State of Utah, that at specia
meeting of the stockholders of the
corporation duly, regularly and le-
gally called upon notice for said pur-
pose, and regularly held in accord
ance with the requirements of the
Articles of Incorporation Of said
Company, and with the laws of the
State of Utah, at the principal office
of the Company, at Suite COS Boston
Block, Salt Lake City, State of Utah
on Monday, August 1S, 1919, at ten
o'clock in the forenoon, each, every
and al shares of the capital stock of
said Corporation was represented by
the owners and holders thereof in
person or by proxy and voted unani-
mously for the following amendments
to the Articles of Incorporation and
the same were duly, regularly and
legally adopted and passed amending
the said Articles of Incorporation as
follows:
RESOLVED:
1st That Article VII be and here
by is amended by changing the last
sentence in the next to the last para
graph of said Article to read as fol-
lows:
Subject tN the provisions of these
Articles Of Incorporation, this cor
poration shall have the right to dis
burse out of profits actually earned
and on hand such dividends from
time to time as the directors may ap-
prove"
End. That Article VIII be and
hereby is amended as follows
(a) BY changing the paragraph
numbered a. so as to read as fol-
lows:
cd The limit of the capital stock
Of this corporation shall be Fifteen
million dollars ($15,OOO,OOO), divided
into Fifty thousand (50,0O0) shares
of common stock of the par value of
One hundred dollars ($1OO) per
share, and One hundred thousand
(10O,0O0) shares Of preferred stock
of the par value of One hundred dol
lars ($1OO) per share
(b) BY inserting the word "com-
mon" before the words stock
capital stock, shares and stock
holders" in each and every place
where any of the said words appears
in the paragraphs or subdivisions
numbered (2), (3), (4) and (5) of
said Article VIII.
(c) By adding to said Article VIII
the following paragraphs to be num-
bered (6), 90, (S) and co.:
"(6) The preferred stock shall not
be assessable for any purpose what
ever. The private property of the
holders of said preferred stock shall
not be liable for the obligations or
debts of the corporation in any
amount or to any extent whatever
Said preferred stock shall be entitl-
ed from date of it's issue to cumula-
tive dividends at the rate of seven
per cent CD per annum, payable
quarterly on the first day of March
June, September and December in
each year If the corporation shall
fail to pay such dividends quarterl-
on all the outstanding preferred
stock, all accumulated dividends
thereon shall be fully paid befor
any dividends shall be set apart, de
clared or paid upon any class Of
common stock; and the preferred
stock shall be entitled to no furthe
dividends The preferred stock sha7
be redeemable in whole or in part O.
sixty (6O) days notice by mail
One hundred five dollars ($105) pc
share and an amount equal to accu
mulated dividends to the date of re
demption, although not earned
declared; when any redemption
made of part Of the preferred stoc
outstanding, it shall be in such man
ner and by such method as the Boar
of Directors shall determine. Upo
any sale Of all Of the assets of tn
corporation, or upon any liquidatio
of the corporation, except upon til
discontinuance of branch in az
cordance with the provisions of para
graphs numbered (2) and CD of thi
Article VIII, the holders of preferre
stock shall be entitled to be paid On
hundred five per cent Q05) of the pa
value thereof and an amount equa
to accumulated dividends to tba dot