The Winslow mail., 1925-01-02

paired by previous losses making it
necessary to restore the same before
the declaration and distribution of
either of such dividends, and further
provided that the declaration and dis
tribution of either of such dividends
does not in any way conflict with the
provisions of Articles V and VIII per-
tanning to first preferred stock and
class A preferred stock.
(3) Said unclassif1ed common stock,
without nominal or par value, may
be issued by the corporation from
time to time for such consideration as
may be fixed from time TO time by
the Board of Directors therefor.
"a Subject to the provisions Of
paragraph (2) Of this Article, the
Board of Directors may cause to be
accumulated all or any part of that
portion Of the net earnings accruing
to the benefit Of the unclassifed com
mon stockholders for use in further
ance of the business of the corpora
ton, and may declare and distribute
stock dividends of unclassifed COM
mon stock converting all or any part
of said earnings into capital.
Article Y.
Restrictions ON THE SALE OF
UNCLASSIFIED COMMON STOCK
The subscriptions for and ownership
of all unclassified common stock in
this corporation are made and taken
upon the condition that the purchas-
er, owner or holder thereof desiring
to sell the same, shall first deliver
the same to the Board of Directors
for sale, who shall fix the prive to
be paid to said stockholder for said
stock by computing the value of said
stock by the following method, Q) it
shall ascertain the book value of said
stock as of the last day of the calen
dar month in which the stockholder
delivers his stock as established by
the accounting methods employed by
said corporation at the time delivery
is made. (2) it shall ascertain the
good will value Of said stock by the
method then in use by the corporation
as set forth in it's bylaws or by reso-
luton of the stockholders or Board
of Directors The total of the book
value of the stock and one-half it's
good will value as ascertained (if
any shall be the price to be paid to
the stockholder.
has been fixed, and the stockholder
has been notified of such fact the COR
poration acting through its Board of
Directors shall have the right within
the sixty days next succeeding, but
not later than 80 days after delivery
of the stock to the Board of Directors
for sale, either to purchase said stock
at said price out of the surplus funds,
forming a part of the book value Of
the unclassifed common stock, or to
sell same at said price to any person
or persons.
Providing, however, that the pur-
chase by the corporation of any such
shares of the unclassified common
stock shall in no way be in deroga-
tion of the rights of the first preferred
stockholders as set forth in Article V
hereof
If at the end of said sixty day
period, and not later than 80 days
after the delivery Of the stock to the
Board of Directors for sale, the cor
poration fails either to purchase said
stock or to sell the same, the stock
holder offering such unclassified COM
mon stock for sale shall be free to
sees fit.
| This restriction upon the sale of un-
classified common stock may be
amended, modified, or abrogated by a
vote of the holders of majority of
the shares of common stock, classi-
fed and unclassifed, at a regular
meeting or at a special meeting of
such stockholders called for such
purpose in accordance with the pro-
visions of the bylaws upon thirty 900
days written notice.
In the event that said unclassified
common stock is purchased by the
corporation, it may either be retired
or reissued and resold as provided in
Article XVI hereof.
These provisions shall be binding
upon the successors, heirs, admins
| traitors, executors or assigns of the
holders of unclassified common stock
of this corporation.
Article XI.
LIMITATION ON OWNERSHIP OF
CLASSIFIED COMMON STOCK; CON
VERSION OF CLASSIFIED COMMON
STOCK INTO CLASS A PREFERRED
AND UNCLASSIFIED MMON
STOCK-C Classified common stock
| shall be issued to such store managers
as the Board of Directors may desig
nate, in order to preserve the benefits
of the original J. c. Penney plan for
individual responsibility in the man
agement and conduct of stores and
the participation of the active store
managers in the profits and in the
assumption of losses of the stores
with which they are personally iden
titled and in which they are financially
interested.
No one not an active store manager
shall own and hold classified common
stock of this corporation except un-
der the following circumstances:
Q) When the store for which the
classified common stock was issued
shall have been in continuous opera
| tion for less than one full calendar
year (from January 1st to December
| 31St)