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

existing under and by virtue Of tho 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 nents 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 Inco:- 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:
 "Q) The limit of the capital
 stock of this corporation shall be
 Fifteen Million Dollars (S15,000,-
 O0O), divided into Fifty Thousand
 (50,000) shares of common stock
 of the par value of One Hundred
 Dollars ($100) per share, and One
 Hundred Thousand (100,000)
 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), l3), (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 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 (7T) 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
 ($1O5) 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
 suck 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 disc0ntinuance of a 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 (10596) 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 1 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
 lion Dollars ($3,000, ,000) par value
 of said preferred stock may be
 issued at once. Further issues of | -..R~~~~J ekro1, v,nay hA ,~noIa at