The Coconino sun., 1927-05-27

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paid the amounts due to them as pro-
.vided in Article VIII hereof, and, aft
er, such payments to preferred stock
holders have been made, each stock
holder of common stock shall be en-
titled to receive his pro-rata share of
the balance of such proceeds andIor
assets in kind.
ARTICLE XVI
Powers of Directors to Dispose of
Capital Stock
Upon any issue for money, or other
consideration of any stock of the cor
poration, or upon its purchase by the
corporation, whether authorized by
this Certificate of Incorporation, or
by subsequent increase of capital, and
whether preferred or common stock,
no stockholder shall be entitled Of
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
it may see fit,
and declaring said amendments adj
visable, and calling meeting of said
corporation for consideration thereof
SECOND: That thereafter, pur-
suant to the aforesaid resolution of
its Board of Directors, a Special
Meeting of the stockholders of j. G.
Penney Company, entitled to vote, was
duly called and held in accordance
with law and the bylaws of said cor
poration at the office of the corpora
ton in the City of New York, State
hn CT doU
February, 1927, at 1890 o'clock in
the forenoon, at which meeting the
following stockholders were present
in person or by proxy:
FIRST PREFERRED
STOCK .s.---..-..-..-.-..-.. None
The entire issue of this stock
having been called for redemp-
tion, pursuant to the terms of
the Certificate of Incorporation,
on January Both, 1927.
CLASS A PREFERRED
STOCK .........-. 70,943 shares
out of a total of 1886 shares,
being more than 1870 of the
Glass A Preferred Stock issued
and outstanding.
COMMON STOCK, Classified
and unclassified. 1898 shares
out of total of 120,S84
shares, being more than 1870
of the common stock issued and
outstanding.
That at said meeting vote of the
stockholders by ballot and by proxy
was taken for or against said amend
ments, which vote was conducted by
| A. A. Magnier and E. E. Raymond,
two Judges appointed for that pur-
pose by said meeting, and that at said
meeting by vote conducted as afore-
| said said amendments were adopted,
| the persons or bodies corporate hold
| ing more than 1870 of the amount OF
| the capital stock of said corporation
issued and outstanding and entitled
to vote, voting at said meeting for
said proposed amendments as follows,
| to wit: 70,943 shares of Glass A
preferred stock were voted for said
amendments insofar as said amend
ments affected said Glass A preferred
stock, and no shares of Class A pre-
ferred stock were voted against said
amendments; 1898 shares of Com
mon Stock, classified and unclassifled,
were voted for said amendments, and
| no shares of Common Stock, classi-
! fled or unclassified, were voted
against said amendments. The total
number of votes in favor Of said
amendments were more than 1870 or
! the entire amount of each class of the
capital stock issued and outstanding.
IN WITNESS WHEREOF, said j.
! C. Penney Company has caused its
/ corporate seal to be hereunto affixed
and certificate to be signed by Earl
! C. Sans, as President and attested by
| L. A. Banner it's Secretary, this 7th
| day Of March, Nineteen Hundred and
! Twenty Seven.
j. C. PENNEY COMPANY,
By EARL C. SANS,
| ATTEST: President.
L. A. BANNER,
| Secretary.
CORPORATE SEAL)
I STATE OF NEW YORK,
/ COUNTY OR NEW YORK-ss.
Be it remembered that on this 7th
| day of March, 1927, personally came
| before me, a notary public in and for
| the county and state aforesaid, EARL
| C. SANS, President of ]. C. Penney
Company, a corporation Of the State
of Delaware, the corporation described
| in and which executed the foregoing
| certificate, known to me personally to
I be such, and he, the said EARL q.
! SANS, as Sucn TIeS1QenlJ OuIy exc
cuted said certificate before me and
acknowledged the said certificate to
be his act and deed and the act and
deed Of said corporation; the sigma
lures of the said President and the
Secretary of said corporation to said
\ foregoing cersificate are in the hand
writing of the said President and Sec
retary of said Company, respectively,
| and that the seal affixed to said GER
| tificate is the common or corporate
seal of said corporation, and that ms
act of sealing, executing, acknowledg-
ing and delivering the said certificate
was duly authorized by the board OF
directors and stockholders OF said
corporation.
IN WITNESS WHEREOF, have
hereunto set my hand and seal of Of
flee the day and year aforesaid.
! j. A. KELLY,
/ lSEAL) Notary Public.
Notary Public, Bronx County, No rs.
Certificate filed in New York County
No. 65
N.,...4xx d :, e4.,.,Jn M TTcY