The Coconino sun., 1920-04-23
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, corporation created, organized and existing under and ky 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 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, a newspaper printed in the Eng fish language and having a 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 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. adopted by vote representing at least a 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:
 l.. 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 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,
 which valuation shall be fixed by
 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
 or more exercise their right to
 purchase the same at said price,
 then the Board of Directors shall,
 unless otherwise agreed upon by