Williams news., 1920-04-23
GERTIFICA ATE RELATIVE TO AMENDMENTS OF ARTICLES
 OF INCORPORATION OF
 J. c. PENNEY COMPANY

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 meeting of the stockholders of said corporation duly, regularly and legal ly 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 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 eos Boston Building Salt Lake City. Utah, on Monday, the nd nf 0h 7QC0 o'clock in the forenoon of said day, at which said meeting more than 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 CTS and holders there of either in per son or by proxy. The following amendments were duly adopted by Q vote representing at least a majoritv of shares of the outstanding common capital stock of said corporation, and the same were duly, regularly ano legally adopted and passed, amending the said Articles of Incorporation ot said J. c. Penney Company as fol lows: RESOLVED:
 l. That Article X be and hereby is amended to read as follows:
 eThe subscriptions for and owner ship of all common stock in this cor poration are made and taken upon the condition that the purchases or holder thereof, desiring to sell the same, 1 - - fisst- deliver the sanazst1.zst1.o : 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 s erence to the tangible property be- stock of which is offered for sale. In } no case shall good will, or other in- tangible assets be included in theE value. And in making such computa- tion, the directors shall deduct items { of liability chargeable to said store, as an indebtedness for borrowedz money, bills, notes and accounts pay-E able and taxes accrued.
 "As soon as the price of said stock z 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 (30) 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 of their individual holdings of stock inI 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 of Directors may offer the same for sale at said price to any other person. or persons, and if within thirty (3O) addi tional days time no such person or 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 desposition of his com mon stock.
 These provisions shall be binding upon the successors, heirs, administra- tors, executor or assigns of the hold CTS of common tock of this corpora: tion.''
 IT. That Article XI be and hereby is amended to read as follows:
 ''The officers of the corporation shall be:
 q.) Board of eleven directors