The Winslow mail., 1920-01-02
LEGAL NOTICES
Certificate Relative to Amendment Of
Articles of Incorporation of the J. C..
Penney Company.

We, Earl c. Sans, President, and
George H. Bushnell, Secretary, of the
J.! c. Penney Company, 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 the
corporation duly, regularly and le-
gally called upon notice for said pur-
pose, and regularly held in accord
ar1ce with the requirements 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 COS Boston
Block, Salt Lake City, State of Utah
on Monday, August 18, 1919, at ten
O'Clock in the forenoon, each, every
and all shares of the capital stock of
said corporation was represented by
the owners and holders thereof in
person or by proxy and voted unani-
mously for the following amendments
to the Articles Of Incorporation and
the same were duly, regularly and
legally adopted and passed amending
the said Articles Of Incorporation as
follows:
RESOLVED:
1st. That Article VII be and here
by is amended by changing the last
sentence 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 cor
poration shall have the right to dis
burse out Of profits actually earned
and on hand such dividends from
time to time as the directors may ap-
prove"
End That Article VIII be and
hereby 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 ($15,OOO, ,OOO), divided
into Fifty thousand (5O,O0O) shares
OF common stock of the par value OF
One hundred dollars (s1OO) per
share, and One hundred thousand
'(1OO,000) shares of preferred stock
of the par value of One hundred dol
lars ($100) per share"
(b) BY inserting the word com
mon" before the words stock.
capital stock, shares and Stock
holders" in each and every place
where any of the said words appears
in the paragraphs or subdivisions
numbered (2), (3), a. and 60 of
said Article VIII.
(c) By adding to said Article VIII
the following paragraphs to be num-
bered (6), 60, (8) and (O:
"(6) The preferred stock shall not
be assessable for any purpose what
ever. The private property of the
holders of said preferred stock shall
not be liable for the obligations or
debts s;of the corporation in any
amount or to any extent whatever
Said preferred stock shall be entitl-
ed from date of it's issue to cumula-
tive dividends at the rate of seven
per cent CD per annum, payable
quarterly on the first day Of March,
June, September and December in
each year. If the corporation shall
fail to pay such dividends quarterly
on all the outstanding preferred
stock, all accumulated dividends
thereon shall be fully paid before
any dividends shall be set apart, de-
clared 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 OF
sixty (60) days notice by mail al
One hundred five dollars ($105) pei
share and an amount equal to accu
mulated dividends to the date of re
demption, although not earned OF
declared; when any redemption il
made of part of the preferred stool
outstanding, it shall be in such man
nar and nv Such method aS thn POar,
Of Directors shall determine. Upol
any sale of all of the assets of th.
corporation, or upon any liquidation
Of the corporation, except upon tn
discontinuance of a branch in ac-
cordance with the provisions of para
graphs numbered (2) and CD of thi
Article VIII, the holders of preferred
stock shall be entitled to be paid One
hundred five per cent (105) of the pa.
value thereof and an amount equa