The Winslow mail., 1920-01-09


be given by the Secretary, who
/ shall mail notice of said meeting to
each of the stockholders entitled to
vote at such meeting at his last ad-
ldress as shown on the books of the
corporation, at least ten QO) davs
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
II Incorporation the holders of a
class of stock vote as a class, then
l representation of a majority of the
stock of such class shall be neces-
5ary to hold a stockholders meeting
as to such class; and each stock
holder shall be entitled to as many
votes as he may hold shares of the
capital stock entitled to vote, as
shown on the books of the corpora
lion, and any stockholder may be
-epresented at any meeting by proxy
luly appointed in writing"
jth. That Article XIV be and hereby
IS amended to read as follows
Any director may be removed at
a stockholders meeting duly called
for the purpose of considering the
question of such removal by an af-
lirmative 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
to the officer and each director and
the decision of the Board of Direc-
tors shall be final as to what is suff1-
cient cause for the removal of such
officer"
ILL., uCIG EIIICIG ALA UG anu mere
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 capi-
tai stock entitled to vote at such
meeting; and notice thereof shall be
given by mailing notice to each
stockholder entitled to vote at such
meeting at his last address as shown
upon the books of this corporation al
least fifteen (15) days before the day
fixed for the meeting"
5th That Article XX-A be and here
oy is amended to read as follows:
Upon any issue for money, or
lther consideration, of any stock OF
he corporation, whether authorized
0y the original Articles of Incorpora-
lion, or by subsequent increase Of
capital, and whether preferred or
ommon stock, no stockholder shall
)e entitled of right to subscribe for
purchase or receive any proportion
tie or other share of the stock SO to
)e issued; but the Board of Directors
f the corporation may dispose of all
uch stock issues to such party or
)arties and upon such terms general
y as they may see fit"
tn. That the President and Secre-
ary of this corporation shall sign
Ind certify these amendments as re-
Iuired by law and shall cause said
amendments to be filed and recorded
the manner required by law to
perfect and complete the amend
nents of said Articles of Incorpora-
ion in compliance with this resolu-
ton.
Given under our hands and the
seal of this corporation this eigh-
teenth day of August, 1919.
E. G. SANS, President,
Seal
GEO. H. BUSHNELL, Secretary
State of Utah, County of Salt Lake,
ss.:
On the 18th day of August, 1919
personally appeared before me Earl
). Sans and George H. Bushnell
Who by me being duly sworn, did say
That they are the President and
Secretary, respectively, of the ]. c.
oenney Company, a corporation Of
Jtah, and that said above instrument
vas signed in behalf of said corpora
ion by authority of the resolution
July, regularly and legally passed al
| special meeting of the stock
holders duly, regularly and legally
allied and held upon notice for said
purpose, and that the said Earl G.
Sans and George H. Bushnell ac-
1nowledged to me that they executed