The Coconino sun., 1919-12-19
CERTIFICATE RELATIVE TO AMENDMENTS OF ARTICLES OF INCORPORATION
 OF THE J. c. PENNEY COMPANY

GEORGE Il. BUSHNELL, secretary of the J. c. PENNEY COMPANY, corporation, created, organized ant existing under and by virtue of tn, laws of the State of Utah, hereb, certify to the County Clerk of Sal Lake County, State of Utah, and t. the Secretary of State, of the State O. Utah, that at a special meeting O. the stockholdefs of the corporatio, duly, regularly and legally called upoi notice for said purpose, and regularl, held in accordance with the require ments of the Articles of Incorporation of said company, and with the law. of the State of Utah, at the principa office of the company, at Suite 6O$ 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 capita stock of said corporation was repre- sented by the owners and holders thereof in person or by proxy anC 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 Incor. poration as follows:
 RESOLVED:
 1st. That Article VII be and hereby is amended by changing the last sen 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:
 "(D The limit of the capital
 stock of this corporation shall be
 Fifteen Million Dollars ($15,000,-
 00G), divided into Fifty Thousand
 (50,000) shares of common stock
 Dollars ($100) per share, and One
 Hundred Thousand 100000
 shares of preferred stock of the
 par value of One Hundred Dollars
 ($100) 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, (8), and (9):
 "(6) The preferred stock shall not be assessable for any purpose whatever. The private property of the holders of said preferred stock shali 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 (60) days notice by mail at One Hundred Five Dollars ($105) 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- 2 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 (1059o) 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 quarter 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- tors shall determine. Three Mil