The Coconino sun., 1927-05-06

does hereby certify.
FIRST: That at a meeting of the
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. G. Penney Com
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 ",
vi, VII, VIII, TX, KI, XII, XIV and
XVI so that they will respectively
read in the following manner:
ARTICLE Nv
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.
600, 900; 100000 shares of preferred
stock of the par value of $l0O. per
share, amounting in the aggregate to
! $50, 900, 900; and 1,250,000 shares of
common stock without nominal or par
value. The amount of capital stock
with which this corporation viii COM
mence business is Six Thousand Dol
lars ($6,000.).
ARTICLE VI
Classified Common Stock
(D The classified common stock
of this corporation shall be divided in
to classes: each class shall be desig-
mated by a 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 eIl-
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 each
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" as used in this Certificate of
Incorporation means the consideration
(or in the case of a stock dividend
the amount of surplus converted into
capital) 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 and operation of
said store.
(3) In every case-(A) Where
the store capital in any store has be-
come impaired through losses, or (B)
Where any store has debts and obliga-
tions over and above its assets, all
the classified common stock of every
class owned by each stockholder 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 Direc-
tors. In all cases where the Board OF
Directors is unable to collect from any
classified common stockholder 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-
COIQdIlCc Will LIA-il 4EotCNslNr A4tySs,o-s
mentg 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 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
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-