The Coconino sun., 1927-04-29

stock and preferred stock, oY either,
! in accordance with the method pre-
/ scribed in Article XII, sub-paragr&ph
/ (l) 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 n y
/ vided in Article VIII hereof, and, A1a4
er such payments to preferred stock
holders have been made, each stock
! holder Of common stock shall be eIl-
titled to receive his pro-rata share Of
| the balance of such proceeds andlor
assets Ia kind.
ARTICLE XVI
Powers Of Directors to Dispose 0f
Capital Stock
Upon any issue for money, or other
consideration of any stock of the corr
poration, or upon its purchase by the
| corporation, whether authorized BY
j 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 adj
| visable, and calling meeting of said
corporation for consideration thereof.
SECOND: That thereafter pur-
suant to the aforesaid resolutions of
its Board of Directors, a Special
Meeting of the stockholders of j. @.
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 K-...........................None
The entire issue of this stock
having been called for redemp-
tion, pursuant to the terms of
the Certificate Of Incorporation,
on January 30th, 1927.
CLASS A PREFERRED
STOCK s... 70,943 shares
out of a total of "a ,686 shares,
! being more than 75se Of the
Glass A Preferred Stock issued
and outstanding @
! COMMON STOCK Classified
and unclassified, 1898 shares
out of a total of 120,364
shares. being more than 7bSt
of the common stock issued and
outstanding.
That at said meeting a vote of the
stockholders BY ballot and BY proxy
was taken for or against said amend
ments, which vote was conducted by
A.. Al. Magnier and e. E.. Raymond,
two Judges appointed for that pitf-
pose by said meeting, and that at said
meeting by vote conducted as afete-
said said arnendnaotlts 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 ard entitled
to vote, voting at said meeting Tor
said proposed amendments as tolloWs,
| to wit: 7O,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 stIld
amendments; 1888 shares 0f Con.
mon Stock, classified and unclasBlfl<dI
were voted for said amendments, and
no shares of Common Stock, rlAsHif
fled or lnlclassified, were voted
against said amendments. The total
number Of votes in favor Of said
amendments were more than 1876 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 q certificate to be signed by Earl
G. Sans, as President and attested by
L. A. Banner its Secretary, this 18th
day of March, Nineteen Hundred and
Twenty Seven.
j. c. PENNEY COMPANY,
BY EARL G.. 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, a notary public in and for
the county and state a9OreSald, EARL
C. SANS, President of j C. Penney
Company, 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 G.
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
retary of said Company, respectively,
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
hereurto set nv hand and seal of Of