The Coconino sun., 1919-11-28
CERTIFICATE RELATIVE TO AMENDMENTS OF ARTICLES OF INCORPORATION
 OF THE J. c. PENNEY COMPANY

We, EARL C. SAMS, president, anu GEORGE H. BUSHNELL, secretary, of the J. c. PENNEY COMPANY, d 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 special meeting of the stockholders of the corporation duly, regularly and legally called upon notice for said purpose, and regularly held in accordance with the require ments 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 eos Boston Block, Salt Lake City, State of Utah, on Monday, August IS, 1919, at ten o'clock in the forenoon, each, every and all shares of the capital stock of said corporation was repre- sented by the owners and holders thereof in person or by proxy and voted unanimously for the following amendments to the Articles of Incor- poration and the same were duly, reg ularly and legally adopted and passed amending the said Articles of Incoc- poration as follows: >
 RESOLVED:
 1st. That Article VII be and hereby is amended by changing the last sem tence in the next to the last para graph of said Article to read as fol- lows:
 Subject to the provisions of these Articles of Incorporation, this corporation shall have the right to disburse out of profits actually earned and on hand such dividends from time to time as the directors may approve"
 End. That Article VIII be and here by is amended as follows:
 (a) By changing the paragraph numbered CD so as to read as fol- lows:
 "1) The limit of the capital stock of this corporation shall be Fifteen Million Dollars ($l5,000,- OOO), divided into Fifty Thousand
 (5O,00O) shares of common stock of the par value of One Hundred Dollars (S100) per share, and One Hundred Thousand 100000 shares of preferred stock of the par value of One Hundred Dollars
 ($l00) per share.'
 (b) By inserting the word "com- mon" before the words "stock," "capi- tai stock" shares" and "stockhold- CTS" in each and every place where any of the said words appears in para graphs 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), CD, (S), and (9):
 "(6) The preferred stock shall not be assessable for any purpose whatever. The private property of the holders of said preferred stock shall not be liable for the obligations or debts of the cor poration in any amount or to any - extent whatever. Said preferred stock shall be entitled from the date of it's issue to cumulative dividends at the rate of seven per cent (7To) per annum, payable quarterly on the last day of
 March, June, September, and De-
 cember in each year. If the cor
 poration shall fail to pay such
 dividends quarterly on all the out
 standing preferred stock, all ac-
 cumulated dividends thereon shall
 be fully paid before any dividends
 shall be set apart, declared or
 paid upon any class of common
 stock; and the preferred stock
 shall be entitled to no further
 dividends. The preferred stock
 shall be redeemable in whole or in
 part on sixty (6O) days notice by
 mail at One Hundred Five Dollars
 (S1O5) per share and an amount
 equal to accumulated dividends to
 the date of redemption, although
 not earned or declared; when any
 redemption is made of part of the
 preferred stock outstanding, it
 shall be in such manner and by
 such method as the Board of Di-
 rectors shall determine. Upon
 any sale of all of the assets of
 the corporation, or upon any liqui-
 dation of the corporation, in
 whole or in part, whether volun-
 tary or involuntary, except upon
 the discontinuance of branch in
 accordance with the provisions of
 paragraphs numbered (2) and CD
 of this Article VIII, the holders
 of the preferred stock shall be
 entitled to be paid One Hundred
 Five per cent (105@o) of the par
 value thereof and an amount
 equal to accumulated dividends to
 the date of payment, although not
 earned or declared, before any
 payments are made to the holders
 of any class of common stock;
 and the holders of the preferred
 stock shall be entitled to no fur
 ther payment. If the earnings of
 the corporation for any quarta
 shall be insufficient to pay the
 dividends for that quarter on the ' preferred stock, such dividends
 may be paid out of earned sur plus.
 "(7) Subject to the provisions
 of law and of this paragraph
 numbered CD, the preferred stock
 shall be issued at such prices, for
 such considerations, at such times, in such manner and in such amounts as the Board of Direc-