The Coconino sun., 1927-05-20

ReeOfuS 4, VOlume Il, page %, ttc.,
does hereby certify:
FIRST: That at meeting of the
Board OF Directors Of said J. g. PEN
/ NEY COMPANY, duly held aud con-
vened, d resolution was duly adopted
setting forth amendments proposed
to the Certificate pf Incorporation OF
said corporation, as follows:
RESOLVED that the Certificate OF
Incorporation of j. G. Penney Conn
pany be amended in the following
manner:
First: BY striking out and eliminat-
ing from the said Certificate Of In
corporation, Articles v, x and XIV, in
their entirety.
Second: BY amending Articles Nv,
VI, VII, VIII, TX, XI, XII, XIV and
XVI so that they will respectively
read in the following manner:
ARTICLE "
Authorized Capital Stock
The total authorized capital Of this
corporation is ais follows: $4,000
shares of classified common stock of
the par value of 500. per share,
amounting in the aggregate to $5,-
600. 900; 100000 shares of preferred
stock of the par value of 500. per
share, amounting in the aggregate to
$30,000,000; and l,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 ($6,000).
ARTICLE VI
Classified Common Stock
~ Ill., oo,1o,,,n,, ctnoly
of this corporation shall be divided in
to classes: each class shall be desig-
mated by distinct number and by a
name indicating the locality Of the
store, to establish, operate or main-
tain 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 en-
titled, 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 pro-
portion 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 distrib-
uted at any time by the Board Of Di-
rectors out of current profits or ac-
cumulated surplus, so credited to the
book value of the holders Of eaeh
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" &C used in this Certificate, of
Incorporation means the consideration
Tor in the case of a stock dividend
the amount of surplus converted into
capitaD for which the classified COM
mon stock Of any store shall have been
issued, not however, in excess of its
par value, plus the amount Of the
moneys set apart out of the general
funds of the corporation for the open
ing. maintenance ard operation Of
said store.
(3) In every case (A) Where
the store capital in any store has be-
come impaired through losses, or fB)
Where any store has debts and obliga-
tions over and above its assets, all
the classified common stock of every
class owned by each stakeholder in
said losing or indebted store, shall be
subject to special assessment to re-
store said capital or pay said debts in
the discretion of the Board of Diree-
tors. In all cases where the Board of
Directors is unable to collect from any
classified common stakeholder or
stockholders in such losing or indebt-
ed store, in and by the method pre-
scriped in this paragraph (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 Directors 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 stockholders
are not entitled to be credited), in ac-
cordance with thcii. respective invest
ments of store capital in such store,
and 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.
Such assessment shall be paid to
the corporation by each classified
common stakeholder 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
of this Certificate of Incorporation,
SO much Of the classified common
stock of said stockholder 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-
fauIting stockholder had been deliv-
a3.ad as9d oanpn11od and fhn dafai1ltinrr |