The Coconino sun., 1927-04-22
Page Seven

ence and of its rate of earnings, shall
forthwith be converted into common
stock and preferred stock, or either,
in accordance with the method pre-
scribed in Article XII, sub-paragraph
(1) thereof, excepting that the date
forming the basis of the terms of
conversion shall be as fixed by the
Board of Directors; thereafter the
holders of preferred stock shall be
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 andor
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 it's 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; bat 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 declaring said amendments adj
visable, and calling a 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 ]. 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
tion in the City of New York, State
of New York, on the 21st day of
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 ..---.....................-.-. None
The entire issue of this stock
! having been called for redemp-
ton, pursuant to the terms Of
the Certificate of Incorporation,
on January Both, 1927.
CLASS A PREFERRED
STOCK ,...... 70,943 shares
out of total of 84,686 shares,
being more than 1870 of the
Class A Preferred Stock issued
| ard outstanding.
COMMON STOCK, Classified
and unclassified 1888 shares
out of total Of 120,384
shares, being more than 75Ge
of the common stock issued and
outstanding.
That at said meeting a 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 Class 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; 1888 shares Of Com
mon Stock, classified and unclassified,
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 75Te Of
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 a certificate to be signed by Earl
C. Sans, as President and attested by
L. A. Bahner its 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)
| STATE OF NEW YORK,
I COTTNTV Or NEW WORKS.