The Winslow mail., 1920-04-09
CERTIFIC RELATIVE L @
AMENDMENTS OF ARTICLES
OF INCORPORATION OF
a DENNEU GnMDANV
J. C. PENNEY COMPANY

e. ".
George H. Bushnell, Secretary of the
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
Iy called and held upon due notice
thereof having been given by publica-
tion thereof for a period of twent-one
(21) days in the Salt Lake Telegram
a newspaper printed in the English
language and having 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-
poratien of said company and the time
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
I,o 1ox nf
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 ten
o'clock in the forenoon of said day, at
which said meeting more than a ma
jority of all the outstanding shares OIL
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 al
vote representing at least 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 J. C. Penney Company as fol-
lows:
RESOLVED:
l. That Article x be and hereby is
amended to read as follows:
'The subscriptions for and owner
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-
iod 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-
ton, 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.
GAS soon as the price of said stock
has been fixed, the Directors shall
forthwith offer the same for sale att
said price to the stockholders hOlding|
the class of common stock offered forI
sale, who shall have thirty 500 days.
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 their
aggregate holdings of stock in such
branch.
In case of their neglect or refusal
to purchase the same at such price
then, and in that case, the Board oil
Directors may offer the same for sale
at said price to any other person, orI
persons, and if within thirty 500 addi
tional days time no such person orI
persons shall have purchased said
stock at such price, then, and after
the expiration of such time, the stock
holder offering such common stock
for sale shall be free to make any
other sale or disposition of his COM
mon stock.
These provisions shall be binding