The Coconino sun., 1927-05-13

flRSl. 1naC at meeting OI tilS
Board of Directors Of said j. G. PEN
NEY COMPANY, duly held and con-
vened, a resolution was duly adopted
setting forth amendments proposed
to the Certificate of Incorporation Of
said corporation, as follows:
RESOLVED that the Certificate of
Incorporation of j. c. Penney COM
pany be amended in the following
manner:
First: By striking out and eliminat-
ing from the said Certificate of IN
corporation, Articles ", x and XIV, in
their entirety.
Second BY amending Articles ~,
vi, VII, VIII, TX, XI, XII, XIV and
XVI so that they will respectively
read. in the following manner:
ARTICLE w
Authorized Capital Stock
The total authorized capital Of this
corporation is as follows: $4,000
shares of classified common stock Of
The par value of $100. per share,
amounting in the aggregate to 3d.
100000; 100000 shares of preferred
stock of the par value of $10O. per
share, amounting in the aggregate to
S30,000,000; and 1,250,000 shares Of
common stock without nominal or par
value The amount of capital stock
with which this corporation will COM
mence business is Six Thousand Dol
lars ($6,0OO.).
ARTICLE VI
Classified Common Stock
(1 The classified common stock
If this corporation shall be divided in
% classes: each class shall be desig-
mated by distinct number and by a
lame indicating the locality of the
store, to establish, operate or main
sain which, the consideration received
tor the issue of such stock shall be
Used.
(2) The holders Of each class of
classified common stock shall be en-
titled, in preference to the holders of
he preferred stock, and of all other
classified common stock and common
tock, to have credited each year to
he book value of their shares on the
BOOKS of the corporation the same, pro-
portion of the net profits earned by
he corpora ton, through the operation
If the store, against which such class
If classified common stock shall have
been issued, as the par value of such
lassificd common stock bears to the
total store capital in such store. All
Ssh dividends, declared and distrib-
tied at any time by the Board of Di-
rectors out of current profits or ac-
,umulated surplus, so credited to the
book value of the holders of each
Glass of classified common stock, shall
De paid only to the holders of each
class of classified common stock, in
proportion to their holdings in such
lass. The classified common stock
holders shall be entitled to no other
,r further dividend. The term "store
.apital" as used in this Certificate Of
incorporation means the consideration
for in the case of a stock dividend
he amount of surplus converted into
,apitaD for which the classified COM
non stock of any store shall have been
ssued, not however, in excess of its
lar value, plus the amount of the
moneys set apart out Of the. general
'unds of the corporation for the open
ng, maintenance and operation of
;aid store.
(3) In every case-(A) Where
he store capital in any store has be-
:ome impaired through losses, or lB)
Where any store has debts and obliga-
ions over and above its assets, all
he classified common stock of every
lass owned by each stockholderEin
;aid losing or indebted store, shall be
;ubject to special assessment to re-
store said capital or pay said debts in
he discretion of the Board Of Direc-
sors. In all cases where the Board of
Directors is unable to collect from any
Classified common stockholder or
stockholders in such losing or indebt-
ID store, in and by the method pre-
;criped in this paragraph (3), such
proportion Of the amount necessary.
O restore to par the store capital of
said store, or to pay the debts and
obligations of such store, as the par
yalue of his or their shares in such
store bears to the total store capital
hen the portion of his or their share
If such assessment which the Board
If Directors is unable to collect, shall
le pro-rated among all the remaining
classified common stockholders in
such store and the general funds of
he corporation (being all funds with
which classified common stockholders
l(e not cIlLltl0u u De CIeulteuJ, III az
,ordance with their respective invest
nents of store capital in such store,
md the amount of assessment on the
classified common stock Of such re-
naming classified common stockhold-
ers in such store shall be limited to
such pro-rated amount.
s Such assessment shall be paid to
the corporation by each classified
common stockholder upon whose stock
it is levied, within thirty days after
written notice is mailed to him at his
last known post office address. When
any classified common stockholder
fails to pay any assessment at the
time such payment is due the Board of
Directors may sell, by the same
method as is set forth in Article VII
If this Certificate of Incorporation,
so much of the classified common
stock of said stocEholder as will pay
all assessments then due from him
with interest and all Incidental ex-
penses, and shall transfer the shares
so sold to the purchaser thereof who
shall be entitled to certificate there
for, with the same force and effect
as though the certificate Of the de-
faulting stockholder had been deliv-
cred and cancelled, and the defaulting
stockholder shall have no further