The Coconino sun., 1920-03-26
CERTIFICATE RELATIVE TO AMENDMENTS OF ARTICLES OF INCORPORATION
 OF J. C. PENNEY COMPANY

We, Earl C. Sans, President, and 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 ly called and held upon due notice thereof having been given by publica- tion thereof for the period of twenty one (21) days in the Salt Lake Tele- gram, newspaper printed in the Eng fish language and having general circulation in the County of Salt Lake, State of Utah, and which said notice stated the proposed changes or amend ments to the Articles of Incorporation of said Company and the time ana place of such stockholders meeting, and was so given in the manner and form required by law, and said stock holders meeting was duly and regu- larly and legally held in accordance with said notice and in accordance with the requirements of the Articles of h. corporation of said Company 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 2nd day of Feb ruary, 1920, at ten o'clock in the fore noon of said day, at which said meet | ing more than a majority of all the outstanding shares of the common cap ital stock (being the only voting stock) of the said Corporation was represented by the owners and holders thereof either in person or by proxy. The following amendments were duly majority of the shares of the out standing 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 follows:
 RESOLVED:
 1. That Article X be and here by is amended to read as follows:
 "The subscriptions for and own ership of all common stock in this
 corporation are made and taken s upon the condition that the pur-
 chaser or holder thereof, desiring to sell the same, shall first deliver the same to the Board of Directors of the Corporation for sale, which Board of Directors shall fix the
 sale price of said stock by com
 putting within a reasonable period of time, the value of said stock, ,,,hioh xya1,,at.pv, cban he GOnl h.r reference to the tangible property belonging to the particular store, the stock of which is offered for sale. In no case shall goodwill, or other intangible assets be included
 in the value. And in making such computation, the directors shall deduct items of liability charge able to said store, as an indebted ness for borrowed money, bills, notes and accounts payable 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 stock holders holding the class of com mon stock offered for sale, who shall have, thirty (30) days time in which to exercise their right to purchase the same at said price, unless they waive such right to purchase by notice in writing to the Board of Directors, and if two kor more exercise their right to purchase the same at said price, then the Board of Directors shall, unless otherwise agreed upon by said bidders, divide the same be- tween them in the same propor- tion as each of their individual holdings of stock in the branch, the stock of which is being offer. ed for sale, bears to their aggre- gate holdings of stock in such branch.
 In case of their neglect or re- fusal 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 (30) additional days time no such person or per sons shall have purchased said stock at such price, then, and af- ter the expiration of such time, the stockholder offering such com- ! mon, stock for sale shall be free i to make any other sale or dis position of his common stock
 These provisions shall be bind ing upon the successors, heirs, ad- ministrators, executors or assigns of the holders of common stock of this. Corporation"
 II. That Article XI. be and hereby is amended to read as follows:
 "The officers of the Corporation shall be:
 (D Board of eleven Directors of whom a majority shall consti- tute quorum, to do business, and exercise the corporate powers of the Corporation and the action of the majority of the Corporation, shall be the action of the Board of