The Winslow mail., 1919-12-05


be given by the Secretarya who
shall mail notice of said meeting to
each of the stockholders entitled to
vote at such meeting at his last ad-
dress as shown on the books of the
corporation, at least ten Q0) days
prior to said meeting. Failure to
notify shall not invalidate the acts of
the meeting. A representation of the
majority of the capital stock entitled
to vote, shall be necessary to hold
stockholders meeting, either general
or special, or, where in accordance
with the provisions of these Articles
of Incorporation the holders of a
class OF stock vote as class, then,
representation of a majority of the
stock of such class shall be neces
sary to hold stockholders meeting
as to SUCH class; and each stock
holder shall be entitled to as many
votes as he may hold shares of the
capital stock entitled to vote, as
shown on the books of the corpora
ton, and any stockholder may be
represented at any meeting by proxy
duly appointed in writing"
9Th. That Article XIV be and hereby
is amended to read as follows:
ANY director may be removed at
stockholders meeting duly called
for the purpose of considering the
question of such removal by an af-
firmative vote of majority of the
outstanding stock of the corporation
entitled at that time to vote for such
director, and further, any officer
elected or appointed by the Board OF
Directors may be removed for cause
by the Board of Directors by a majo
rity vote of all directors, upon notice
to the officer and each director and
the decision of the Board of Direc-
cors shall be final as to what is sufff-
cient cause for the removal of such
officer
9TH. That Article XIX be and here
by is amended to read as follows:
: Special meetings of the, stock
holders may be called by the Presi-
dent, by any three directors or by
any number of stockholders owning
not less than one-fourth of the capi-
tai stock entitled to vote at such
n1ootipU. opd po+ioo +Iooroof aLo11 l.,
given by mailing notice to each
entitled to vote at such
meeting at his last address as shown
upon the books of this corporation al
least fifteen 15) days before the day
fixed for the meeting"
Sth. That Article XX-A be and here
by is amended to>read as follows:
Upon any issue for money, OF
other consideration, of any stock OF
the corporation, whether authorized
by the original Articles of Incorpora-
ton, or by subsequent increase Of
capital, and whether preferred OF
common stock, no stockholder shall
be entitled of right to subscribes fol
or receive any proportion
ate or other share of the stock so tt
be issued; but the Board of Directors
Of the corporation may dispose of al
such stock issues to such party oj
parties and upon such terms general
ly as they may see fit
9th. That the President and Secre
tary Of this corporation shall sigl
and certify these amendments as re.
quired by law and shall cause sale
amendments to be filed and recorded
in the manner required by law tC
perfect and complete the amend
ments of said Articles of Incorpora
tion in compliance with this resolu
ton.
Given under our hands and the
seal of this corporation this eigh.
teenth day of August, 1919.
E. C. SANS, President,
GEO. II. bOOI1INELL, O0CfGCdTy
State of Utah, County of Salt Lake,
S.:
On the 18th day of August, 1919
personally appeared before me Ear.
c. Sans and George H. Bushnell
who by me being duly sworn, did say
That they are the President and
Secretary, respectively, of the J. c.
Penney Company, a corporation OF
Utah, and that said above instrument
was signed in behalf of said corpora
ton by authority of the resolution
duly, regularly and legally passed a
special meeting of the stock
holders duly, regularly and legally
called and held upon notice for said
purpose, and that the said Earl G.
Sans and George H. Bushnell &C
knowledged to me that they executed
the same for and in heha1f of said