The Coconino sun., 1927-05-13


outstanding, irrespective Of the length
of time said store has been IN exist
ence and Of its rate of earnings, shall
forthwith be converted into con1fnou
stock and preferred stock, or either,
in accordance with the method pre-
scribed in Article XII, sub-paragraph
~ 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 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
| ties and upon such terms generally as
it may see fit,
and declaring said amendments ad-
visable, and calling meeting of said
corporation for consideration thereof.
SECOND: That thereafter, pur-
suant to the aforesaid resolution OF
| it's 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
tion in the City Of New York, State
of New York, on the 21st day Of
February, 1927, at 1920 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
and outstanding.
| COMMON STOCK, Classified
and unclassified. ..115, 1888 shares
out of a total of 120,384
shares, being more than 1879
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 Class A
preferred stock were voted for said
amendments insofar as said amend
ments affected said Class 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 unclasslfled,
were voted for said amendments, and
no shares Of Common Stock, classi-
i fled or unclassified, were voted
against said amendments. The total
number of votes in favor of said
amendments were more than 1870 of
the entire amount of each class of the
capital stock issued and outstanding.
| IN WITNESS WHEREOF, said ].
/ 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. Banner 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,
/ COUNTY OR NEW YORK--ss. /:
Be it remembered that on this 7th
day of March, 1927, personally came
before me, notary public in and for
| the county and state aforesaid, EARL
i G. SANS, President Of j. G.. Penney
Company, a corporation of the State
| of Delaware, the corporation described
in and which executed the foregoing
certificate, known to me personally to
| be such, and he, the said EARL c.
I SANS, as such President, duly 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 certificate are in the hand
writing of the said President and Sec
| rotary IF said CnmnanV. rpSDpctiVelV.