The Coconino sun., 1927-05-06

| forthwith be converted into common
/ stock and preferred stock, or either
in accordance with the method pre-
scribed in Article XII, sub-paragraph
| az 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, att
er such payments to preferred stock
1 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 andlor
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
I this Certificate of Incorporation,N or
! by subsequent increase of capital, aud
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
1 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 Thereon.
SECOND: That thereafter, pur-
suant to the aforesaid resolution OF
| its Board of Directors, 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
| ton in the City of New York, State
of New York, on the 2lst day OF
February, 1927, at 10:30 o'clock IN
the forenoon, at which meeting the
following. stockholders were present
in person or by proxy:
FIRST PREFERRED
/ STOCK ......-.----- -rNOne
i The entire issue of this stock
having been called for redemp-,
.tion, pursuant to the terms OF
the Certificate of Incorporation,
i on January both, 1927.
i CLASS A PREFERRED
STOCK 70,943 shares
out of a total of 1886 shares,
i being more than 1870 of the
i Class A Preferred Stock issued
and outstanding.
4 COMMON STOCK, Classified
and unclassified 115, 1888 shares
out of a total of 120.384
! shares, being more than 1870
of the common stock issued and
i 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
i A. A. Magnier and E. E. Raymond,
i two Judges appointed for that pur-
pose by said meeting, and that at said
meeting by vote conducted as afore-
4 said said amendments were adopted,
4 the persons or bodies corporate hold
4 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
I 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
4 stock, and no shares of Class A pre-
4 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, classl-
fled or unclassified, were voted
against said amendments. The total
number of votes in favor of said
4 amendments were more than 1870 OF
the entire amount of each class of the
capital stock issued and outstanding.
IN WITNESS WHEREOF, said j.
\ C. Penney Company has caused It's
corporate seal to be hereunto affixed
and certificate to be signed by Earl
4 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,
CORPORATE SEAL)
i STATE OF NEW YORK,
i COUNTY OR NEW YORK-ss.
Be it remembered that on this 7th
day Of March, 1927, personally came
DeIOre me, HOtdIy puDltS III dllu lOI
i the county and state aforesaid, EARL
4 C. SANS, President Of j. G. Penney
Company, corporation Of the State
of Delaware, the corporation described
Lin and which executed the foregoing
certificate, known to me personally to
be such, and he, the said EARL G.
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
i lures Of the said President and the
Il Secretary of said corporation to said
foregoing certificate are in the hand
I, writing Of the said President and Sec
retary of said Company, respectively,
I and that the seal affixed to said GER
tificate IS the common or corporate
seal Of said corporation, and that his
act of sealing, executing, acknowledge
ing and delivering the said certificate
was duly authorized by the board 'of
directors and stockholders of said
corporation
IN WITNESS WHEREOF, ] have