The Winslow mail., 1920-03-26
GEE RTIFICATE RELATIVE TO
AMENDMENTS OF ARTICLES
OF INCORPORATION OF
]. C. PENNEY COMPANY

J. c. Penney Company a corporation
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 a special
meeting of the stockholders of said
corporation duly, regularly and legal
ly called and held upon due notice
thereof having been given by publica-
ton thereof for a period Of twent-one
(21) days in the Salt Lake Telegram
newspaper printed in the English
language and having a general cir
culation in the County of Salt Lake
State of Utah, and which said notice
stated the proposed changes or
amendments to the Articles of Incor-
poration of said company and the time
and place of such stockholders meet
ing, and was so given in the manner
and form required by law, and said
stockholders meeting was duly and
regularly and legally held in accord
ance with said notice and in accord
ance with the requirements of the
Articles of Incorporation of said COM
pany and with the laws of the State
of Utah in the principal Office of the
company, Suite 608 Boston Building
Salt Lake City, Utah, on Monday, the
End day of February, 1920 at tep
o'clock in the forenoon of said day, at
which said meeting more than a ma
jority of all the outstanding shares of
the common capital stock (being the
only voting stock) of the said cor
poration was represented by the own
ers and holders there of either in per-
son or by proxy. The following
amendments were duly adopted by a
vote representing at least O majority
of shares Of the outstanding common
capital stock Of said corporation, and
the same were duly, regularly and
legally adopted and passed, amending
the said Articles of Incorporation Of
said ]. c. Penney Company as fol-
lows:
RESOLVED:
1. That Article x be and hereby is
amended to read as follows:
tsrTho g.,
ship of all common stock In this cor
poration are made and taken upon the
condition that the purchaser or holder
thereof, desiring to sell the same,
shall first deliver the same to the
Board of Directors of this corporation
for sale, which Board OF Directors
shall fix the sale price of said stock
by computing within reasonable per-
lod OF time, the value of said stock
which valuation shall be fixed by ref
erence to the tangible property be-
longing to the particular store, the
stock of which is offered for sale. In
no case shall good will, or other in
tangible assets be included in the
value. And in making such computa-
tion, the directors shall deduct items
of liability chargeable to said store.
as an indebtedness for borrowed
money, bills, notes and accounts pay
able and taxes accrued.
"As soon as the price of said stock
has been fixed, the Directors shall
forthwith offer the same for sale at
said price to the stockholders holding
the class of common stock offered for
sale, who shall have thirty (3O) daWs
time in which to exercise their right
to purchase the same at said price
then the Board of Directors shall, un
less otherwise agreed upon by said
bidders, divide the same between them
In the same proportion as each oil
their individual holdings of stock in
the branch, the stock of which is be-
ing offered for sale, bears to etheir
aggregate holdings Of stock in such
branch.
In case of their neglect or refusal
to purchase the same at such price
hen, and in that case, the Board of |
Directors may offer the same for sale
1t said price to any other person, or
and if within thirty (30) addi- |
1onai days time mo such person or |
'@rsons shall have purchased said
- 4 a, such price, then, and after /
ne expiration Of such time, the stock |
lolder offering such common stock |
or sale shall be free to make any
'ther sale or disposition of his com
non stock
These provisions shall be binding I
pom the successors, heirs, administra
ors, executor or assigns of the hold
rs of common took of this corpora |
ion."