The Winslow mail., 1925-01-02
CERTIFICATE OF INCORPORATION
OF J. C. PENNEY COMPANY
CONTINUED from page 81

ceedS realized upon Sucn ulSSOluClOn,
sale or liquidation, and (or) in lieu
thereof, the assets in kind, shall be
distributed as follows: All the classi-
fed common stock then issued and
outstanding, whether in the hands of
store managers or others, and ire
spective Of the length of time said
store has been in existence and of its
rate of earnings, shall forthwith be
converted into unclassified common
stock and class A preferred stock, or
either, in accordance with the method
prescribed in Article XII hereof ex-
cepting that the date forming the
basis of the terms of conversion shall
be as fixed by the Board of Directors; /;
thereafter the holders of class A pre-
ferred stock shall be paid the amounts
due to them as provided in Article
VIII hereof, and after such payments
to class A preferred stockholders have
been made, each stockholder of un-
classified common stock shall be en-
titled to receive his pro rata share
(or) assets in kind.
Article XIV.
ALLEGATION OF NET EARNINGS
OF THE CORPORATION NOT EARN
ED THROUGH THE OPERATION OF
THE STORES-In every case where
any portion Of the income of the cor
poration is derived from any source
other than the operation of all or any
of the stores of the corporation Gas
the term operation of the stores is
defined in these articles) including in
come derived from cash dividends
from any subsidiary corporation, such
portion of the income, in the discre-
tion of the Board of Directors, shall
be: (1) applied to the reduction of
the operating expenses of the corpora
ton as a whole, or (2) (subject to the
rights of the first preferred stock and
class A preferred stock credited to
the book value of the unclaSsified and
classified common stock in the pro-
portions which the number of shares
issued and outstanding in each class
considering the unclassified common
stock for this purpose as one class
of stock bear to the whole number
of shares of common stock issued and
outstanding; or any part of said por-
ton of income may be applied as
stated under either q) or (2) above,
and the balance thereof in the other
of the said two methods.
Article XVI.
POWERS OF DIRECTORS TO DIS
POSE OF CAPITAL STOCK-Upon
any issue for money, or other consid-
GRAFTON, of any stock of the corpora
ton, or upon it's purchase by the cor
poration, whether authorized by these
Articles of Incorporation, or by sub
sequent increase of capital, and
whether preferred or common stock,
no stockholder shall be entitled or
right to subscribe for purchase or re-
ceive any proportionate or other share
of the stock so to be issued; but the
Board of Directors of the corporation
may dispose of all such stock issued
or so purchased to such party or par
ties and upon such terms generally as
it may see fit, and in the case of the
purchase of classified common stock,
may change the class thereof upon
such resale.
Article XVII.
NAME OF INCORPORATORS
names and places of residence of the
subscribers to the capital stock and
the number and shares subscribed for
Name and Residence No. of Shares
Classified
Common
W. H. Dannat Pell..................--
551 East seth Street,
New York City
Harvey B. Hartsock ..-...,.........-.....-----20
1873 East 21st Street,
Brooklyn, N. Y.
T. L. CrOteau
Wilmington, Delaware.
Article XVIII.
EXISTENCE-Th corporation is to
have perpetual existence.
Article XIX.
PRIVATE PROPERTY OF STOCK
HOLEDRS NOT LIABLE FOR COR
PORATE DEBTS-The private prop
erty of the stockholders shall not be
subject to the payment of corporate
debts to any extent whatever.
Article XX.
POWERS OF BOARD OF DIREC-
TORS-In furtherance, and not in
limitation of the powers conferred by
statute, the Board of Directors is ex-
pressly authorized:
Cd To make, alter, amend and re-
cind the bylaws of this corporation;
to fix the number of Directors; to
establish the conditions under which
Directors and Officers may be remov-
ed from office; to fix the amount to
be reserved as working capital over
and above it's capital stock paid in;
to authorize and cause to be executed
mortgages and liens upon the real and
personal property of this corporation.
(2) From time to time to deter
mine whether and to what extent, and
at what times and places, and under
what conditions and regulations, the
accounts and books of this corpora
ton, (other than the stock ledger
or any of them, shall be open to in
spection of stockholders; and no
stockholder shall have any right OF
inspecting any account, book or docu-
0Pfo ARO VHSN