Douglas daily dispatch., 1927-04-22

j. c. PENNEY COMPANY, a corpora
tion organized and existing under and
by virtue of the provisions of an
Act of the General Assembly of the
State Of Delaware, entitled IAN Act
providing a general corporation law"
approved March 10th, 1899, and the
acts amendatory thereof and supple
mental thereto, the Certificate of
Incorporation of which was filed in the
office of the Secretary of State of
Delaware on December Is, 1924, and
recorded in the office of the Recorder
of Deeds for New Castle County, State
Of Delaware, on December Is, 1924, in
Certificate Of Corporation Records /,
Volume 81, page So etc., does hereby
certify:
First: That at a meeting of the
Board of Directors of said j. C..
PENNEY COMPANY, duly held and
convened, a resolution was duly
adopted setting forth amendments
proposed to the Certificate of In
corporation of said corporation, as
follows:
RESOLVED that the Certificate of
Incorporation of j. C. Penney Company
be amended in the following manner:
First: BY striking out and elimin-
ating from the said Certificate of
Incorporation, Articles ", x and XIV,
in their entirety.
Seconds: BY amending Articles w,
VI, VII, VIII, TX, XI, XII, XIV and
XVI so that they will respectively
read in the following manner:
ARTICLE Nv
AUTHORIZED CAPITAL STOCK
The total authorized capital of this
shares of classified common stock
OF the par value of $10O per share,
amounting in the aggregate to
$4,000, ,OOO;. 100000 shares of preferred
stock of the par value of $1OO per
share, amounting in the aggregate to
$4,000, 600: and 1,25O,O00 shares of
common stock without nominal or
par value. The amount of capital
stock with which this corporation
will commence. business is Six Thous-
and Dollars 6$6,0O0).
ARTICLE VT
CLASSIFIED COMMON STOCK
Q) The classified common stock
Of this corporation shall be divided
into classes; each class shall be
designated by distinct number
and by a name indicating the locality
of the store, to establish, operate
or maintain which, the consideration
received for the issue of such stock
shall be used.
(2) The holders of each class of
classified common stock shall be
entitled, in preference to the holders
Of the preferred stock, and of all
other classified common stock and
common stock, to have credited each
year to the book value of their shares
on the books of the corporation the
same proportion Of the net profits
earned by the corporation, through
the operation of the store, against
which such class of classified common
stock shall have been issued, as the
par value of such classified common
stock bears to the total store capital
in such store. All cash dividends,
declared and distributed at any time
by the Board of Directors out of
current profits or accumulated sur
plus, so credited to the book value
of the holders of each class of
classified common stock, shall be
paid only to the holders of each
class of classified common stock, in
proportion to their holdings in such
class. The classified common stock
holders shall be entitled to no other
or further dividend. The term "store
capital as used in this Certificate
of Incorporation means the consid-
Grafton Cor in the case of a stock
dividend the amount of surplus con-
verted into capitaD for which the
classified common stock of any store
shall have been issued, not however,
in excess of it's par value, plus the
amount of the moneys set apart out
of the general funds of the corpora
tion for the opening, maintenance and
operation of said store.
CD In every case-(A) Where the
store capital in any store has become
impaired through losses, or (B) Where
any store has debts and obligations
over and above it's assets, all the
classified common stock of every
class owned by each stockholder in
said losing or indebted store, shall
be subject to special assessment to
restore said capital or pay said debts
in the discretion of the Board of
Directors. In all cases where the
Board of Directors is unable to col
lect from any classified common
stockholder or stockholders in such
losing or indebted store, in and by
the method prescribed in this para
graph (3), such proportion of the
amount necessary, to restore to par
the store capital of said store, or
to pay the debts and obligations of
such store, as the par value of his
or their shares in such store bears
to the total store capital, then the
portion of his or their share of such
assessment which the Board of Di
rectors is unable to collect, shall be
pro-rated among all the remaining
classified common stockholders in
such store and the general funds
of the corporation (being all funds
with which classified common stock
holders are not entitled to be credit
ed), in accordance with their respec-
tive investments of store capital in
such store, and the amount of as
sessment on the classified common