The Winslow mail., 1919-12-26

be given by the Secretary, who
shall mail a notice of said meeting to
! each of the stockholders entitled to
| vote at such meeting at his last adj
/ dress as shown on the books of the
corporation, at least ten (1O) 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 a
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 a class, then,
a representation of a majority of the
stock Of such class shall be neces-
sary to hold stockholders meeting
las to such class; and each stock
holder shall be entitled to as manv
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
July appointed in writing
18th. That Article XIV be and hereby
amended to read as follows:
"Any director may be removed at
a stockholders meeting duly called
sor the purpose of considering the
question Of such removal by an af-
iirmative 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
60 the officer and each director and
the decision of the Board of Direc-
tors shall be final as to what is suffi-
cient cause for the removal of such
officer"
7th. 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 CAPT.
tai stock entitled to vote at such
meeting; and notice thereof shall be
given by mailing a notice to each
stockholder entitled to vote at such
meeting at his last address as shown
upon the books of this corporation at
least fifteen (15) days before the day
fixed for the meeting
3th. That Article XX-A be and here
oy is amended to read as follows:
Upon any issue for money, or
)ther consideration, of any stock of
lhe corporation, whether authorized
by the original Articles of Incorpora-
zion, or by subsequent increase of
capital, and whether preferred or
common stock, no stockholder shall
be entitled of right to subscribe for
purchase or receive any proportion
ate or other share of the stock so to
be issued; but the Board of Directors
Of the corporation may dispose Of all
such stock issues to such party or
parties and upon such terms general
~ as they may see fit.
9th. That the President and Secre-
tary of this corporation shall sign
and certify these amendments as re-
4uired by law and shall cause said
amendments to be filed and recorded
in the manner required by law to
perfect and complete the amend
nents 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,
Seal
GEO. H. BUSHNELL, Secretary.
State of Utah, County of Salt Lake,
S.:
On the 18th day of August, 1919,
personally appeared before me Earl
9. 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, 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 at
a special meeting of the stock
holders duly, regularly and legally
called and held upon notice for said
purpose, and that the said Earl c.
Sans and George H. Bushnell ac-
knowledged to me that they executed
tho Same for and in haha1f Of said