Document 7Me2XpEzoaVDy0LmNw3ejYpmR

Exhibit 1. 1 Ml AMENDED ARTICU5S . OF THE GUDDEN COMPANY he Gliddcn Company, a corporation organized and existing tinder the laws of the State of Ohio, t these amended Articles to supersede and take the place of its existing Articles and for such purpose certifies as follows: Fir s t : The name of said corporation shall be Th e Gu u d e n Co mp an y . Sec o n d : The place in Ohio where its principal office is located is Cleveland, Cuyahoga County. Th ir d : The purpose or purposes for which it is formed are: " Manufacturing, buying and selling paints, varnishes, lacquers, dryers, japans, chemicals and all allied products; manufacturing, refining, buying and Selling oils, solvents and all allied products used in connection with the manufacture of paints, varnishes, lacquers, dryers, japans and chemicals. Mining, milling, concentrating, converting, Smelting, refining, manufacturing, fabricating, buy ing,, selling and otherwise producing and dealing in zinc, lead, copper, iron and all kinds of ores, metals, minerals and pigments and the products and byproducts thereof of every kind and de scription and by whatsoever process same can be or may hereafter be produced. Manufacturing,' producing, buying and selling food and cereal products and materials of all classes and description; manufacturing, refining, selling, buying and dealing in vegetable oils, vegetable fats, animal oils, mtimal fats and other food ingredients; and importing and exporting food products. Manufacturing, purchasing nr otherwise acquiring goods, wares, merchandise and property of , every; class and description, and to liolcl, own, sell or otherwise dispose of, trade, deal in and deal with the same, and in general to acquire such properties, real, personal and mixed, and to do and perform such acts and tilings as may be necessary or incident to the carrying out of the foregoing < purposes. Fo u r t h : Section 1. The maximum number of shares which the corporation is authorized to have outstanding is one million two hundred thousand (1,200,000), which shall he classified and shall Mar designations as follows: (a) Two hundred thousand (200,000) shares of the par value of Fifty Dollars ($50.00) each shall lie Convertible Fret erred Stock; and (li) One million (1,000,000) shares without par value shall he Common Stock. Section 2. The terms and provisions of the Convertible Preferred Stock are as follows: (1) Div id e n d s ON Co n v k r t !w.e Pr ef er r ed St o c k . The holders of the Convertible Pre ferred Stock shall lie entitled to receive cumulative cash dividends thereon when and as declared by (lie Hoard of Directors out of (lie surplus profits of the Company at the.rate of four and onehalf ]K'r centum (4)4%) |>cr annum payable quarter-yearly on.the first days of January, April, July and Oclplier in each year, and no more. Such dividends shall he cumulative from and after July 1, 1936, so that if thereafter such dividends for any past quarter-yearly dividend period shall not have been paid on the Convertible Preferred Stock, nr funds for the payment thereof set apart, a>*d the dividends for the then current quarter-yearly period shall not have been declared and funds for the payment thereof set apart, the deficiency shall lie fully |id or funds for the payment thereof set apart, but without interest, before any dividends shall be paid or set apart for the Common Stock. i. (2) Div id e n d s o n Ju n io r St o c k . Whenever dividends upon the Convertible Preferred Stock, or other senior stock for all past dividend periods shall have been paid, or funds for the payment thereof set apart and the dividends for the then current dividend period with respect to such stock shall have been declared and funds for the payment thereof set apart, the Board of Directors may declare dividends on the Common Stock, or any stock junior to the Convertible Preferred Stock which may at the time lie outstanding (payable in cash, stock or otiierwise) out of any remaining surplus profits. (3) Co n v er t ib l e Pr e f er r ed St o c k Co n s e n t . So long as any of the Convertible Preferred Slock is outstanding, the Company shall not without the affirmative vote or written consent of the GLD018225 2 holders of record of at least two-thirds of the aggregate par amount of the Convertible Preferred Stock then outstanding-- (a) sell, lease or otherwise dispose of all of its pro]>crty, assets and business nr sub stantially all thereof or any portion thereof which it is essential for the Coni|>any to retain in connection with the continuance of its business; nr (b) enter into any merger or consolidation involving the extinction or merger of the corporate entity of the Company; or (c) create any mortgage, lien or encumbrance on any of the assets or income of the Com pany except that the Company may execute a purchase money mortgage or purchase money mortgages or acquire property subject to a mortgage not in excess of 'seventy-live per cent (75%) of the purchase price or fair value of the property acquired and except also that the Company may hypothecate or pledge as collateral security for loans made in the regular course of business and maturing in less than eighteen (18) mouths any of its quick assets; or (d) issue or guarantee any obligations maturing more than eighteen (18) months from date of issue; or (e) authorise or issue any shares of stock on a parity with or having priority over the Con vertible Preferred Stock of this issue; but any such action requiring such affirmative vote or written consent of the holders of the Con vertible Preferred Stock may be taken with suclii vote or consent together with such additional vote or consent, if any, of shareholders as may lie from time to time required by law. The Board of Directors may fix a record date for the determination of shareholders entitled to notice of and to vote at any such meeting or give such written consent and may specify the time thereafter within which such meeting may he held or such written consents procured. (4) Vo t in o Po w e r o f Co n v f .r t ibt .f . Pk ef f .k h f .d St o c k . The holders of the Convertible Preferred Stock hereby created shall not be entitled to vote except-- (a) as otherwise in these Amended Articles or by law provided; or (h) The Company be in default in the payment of two successive quarter-yearly dividends upon the Convertible Preferred Stock, in which event (b) the holders of record uf Convertible Preferred Stock then outstanding voting as a class shall have ami continue to liavc the right to elect one-half of the mcm|x:rs of the Board of Directors and on all other matters each share of Convertible 1`referred Stock shall entitle the holder thereof to one vote. Such voting rights shall continue until such defaults shall liavc been cured, whcreujKai the voting rights of the Convertible Preferred Stock shall revert to the status existing before the occurrence of such default Iml always subject tu the same provisions for the revesting of such voting power ill case of any similar future defaults. (5) REiiEMrxioK o f Co n v k r t iiu .f . Ph k f er r k u St o c k . The Company at the option of the Board of Directors may redeem the whole or any part of the Convertible Preferred Stock at the time outstanding at any time by paying to the respective holders (hereof the redemption price of the same in accordance with the following schedule: If redeemed on or before July 1, 1938 at the redemption price of $55.00 per sltare: Thereafter, ami on or before July 1, 19-40 at the redemption price uf $53.75 j>er share; Thereafter, at the redemption price of $52.50 per share:-- together with an amount in each case equal to any unpaid dividends accumulated or accrued thereon to the date fixed for redemption. If less than the whole amount of the outstanding Convertible Preferred Stock shall he redeemed at any time, the-shares thereof so to he redeemed shall cither be selected by lot in such manner as: the Board ol Directors may determine or shall constitute approximately a pro rata amount of the holdings of each shareholder, as the Board of Directors may determine. Notice of such redemption shall be mailed to each holder of Convertible Preferred Stock so to be. redeemed at his address as the same shall appear on (lie books of the Company not less than thirty (30) days nor more than sixty (60) days prior to the redemption date and if less than all of the shares of Convertible Preferred Stock owned by such shareholder arc to be redeemed the notice shall specify the number of such sliarcs thereof which are redeemed. If such notice of redemption shall have been duly given aud it on or before the redemption date specified in such notice all funds necessary for such redemption shall have keen set aside so as to be avail able therefor, then from and after the date of redemption so fixed, notwithstanding tliat any certifi cate for the shares of Convertible 1'referred Stock so called for redemption shall not have been sur rendered for cancellation, the sliarcs represented thereby shall no longer he deemed Outstanding and the right to receive dividends thereon shall Cease to accrue and all rights with respect to such CLD018P26 r the] Con-i lionc! <1 title I j ir the1 rlilile j lrnd'1 Wet of Convertible Preferred Stock so called for redemption shall forthwith on such redemption bile cease and terminate, except only the right of the holders thereof to receive the amount payable Spoil redemption thereof but without interest, .The Company, after giving such notice of any such redemption and prior to the redemption Idate specified iu such notice, may deposit in trust, for the account of the holders of the Convertible Irreferred Stock so to lie redeemed with a (rank or trust company in good standing, in the City Spl Cleveland nr in the City of New York, organized under the laws of the United States of |Americ or any State thereof; having a capital, undivided profits and surplus aggregating at least $5,000,000, all funds necessary for such redemption and Ihereuiion all shares of Convertible fPreferred Stock with respect to which such deposit shall have been made shall no longer be deemed Bfo be outstanding and all rights with respect to such shares of Convertible Preferred Stock shall Kforlhwitli upon such deposit in trust cease and terminate except only the right of the holders thereof jlto receive the amount payable upon the redemption thereof hut without interest. jfl. The Company may also at such times as the Board of Directors may determine and at prices jfltsj than the redemption price then in effect as said Hoard may propose purchase for redemption j-l! public or private sale, the whole or any part of said Convertible Preferred Stock. All or any shares of the Convertible Preferred Stock redeemed or purchased as aforesaid may, in the discretion of the Board of Directors, Ik reissued at any time. i) Co n v e r s io n Pk iv imc g b. Shares of Convertible Preferred Stock may at the option of the jjyVoider thereof he converted at any time (unless the same shall have been called for previous reS/dempiion and iiu that event at any time prior to the redemption date specified in the notice of rer. .if' d-irptior) into shares of Common .Slock of the Company at the following rates, namely, until and jr'iKluding March 1, 193? (herein called the First Conversion Period) at the rate of one (1) share 3j"of Cnmeilililc Preferred Stock for one (1) share of Common Stock; thereafter and until and ^'Including Mrrch 1, 1939 (herein called the Second Conversion Period) at the rale of one (1) `J share of Convertible Preferred Stock for nine-tenths (9/lOlhs) of a share of Common Stock; j^'theierfter and until and including March 1, 1941 (herein called the Third Conversion Period) at _JV`the r?lt of one (1) share of Convertible Preferred Slock for eight-tenths (S/lOths) of a share A'cf Common Stock; and thereafter so long as any Convertible Preferred Stock is outstanding -ft (herein called tiie Fourth Conversion Period) at the rate of one (1) sliaic of Convertible Preferred j,,5tock fur seven-tenths (7/10ths) of a slutre of Common Stock. As used in this subsection the ^Merm "conversion! rate current" at a particular time sliall mean the above stipulated share or fraction i*fof a slip>e of Common Stock into which conversion may be made for tiie respective conversion ' periods a; defined in this paragraph. flj-. If ?t any time or from time to time while any shares of Convertible Preferred Stock ,,. ^ are oulr`: uding, the Company sliall issue or sell upon original issue thereof any Common Stock .jKln addition tu (a) 800,000 shares of Common Stock outstanding on April 24, 1936 and (b) {1 shares issued upon conversion of Convertible Preferred Stock, at a price less than: w] 1 & $50.00 per share in the First Conversion Period, $55.55 per share in the Second Conversion Period, $62.50 per share in the Third Conversion Period, $71.43 .per share in the Fourth Conversion Period, vjfcthen and thereafter until another issue or sale upon original issue of such additional shares ot TOCommon Stock, the amount of .Common Stock to be issued in conversion of the shares of Con%'vertible Preferred Stockisball be. immediately increased and if there be more than one issue or <Mie upon original issue, then such amount of shares of Common Stocl; to lie issued in conversion Wall thereupon lie recomputed (hut never in any Conversion Period decreased liclow the con- ywrsion rate current for that period)! so that the amount of shares of Common Stock to be issued film conversion of shares of Convertible Preferred Stock sliall never lie less than a fraction repre sented by fifty (50), as the numeratnr, and the average consideration received or deemed to have *iet received, as herein provided, by the Company for each sliare of Common Stock theretofore ^Tinted, as the denominator. For the purjxisc of computing such average consideration; **.- (a) The 800,000 shares of Commnn Stack oiitstamling on April 24, 1936 and all shares of Common Stock tissued in conversion of shares "of Convertible Preferred Stock prior to the -V time of computation i shall he deemed to have licen issued at the above mentioned price in ' dollars current at the time of computation, that is to say; $50 per share in (he First Conversion .Period, $55.55 per share in the Second Conversion Period, $62.50 per share in the Third j j". Conversion Period land $71.43 jier share in the Fourth Conversion Period; j" (b) All additional shares of Common Stock issued by way of stock dividend or in Oi exchange for outstanding shares of Common Stock, but only to the extent of tlte excess in li.' r.umler over the shares retired, sliall be deemed to be issued for a consideration of no value; ft* CLD018727 3 4. (c) All additional shares of Common Stock issued for money shall he deemed to be issued for a consideration equal to the money received by the Company therein:' without deduction of such reasonable commission or discount as may have been paid for underwriting or marketing; (d) All additional stares of Common Stock issued for consideration oilier than money stall be deemed to have been issued for an amount equivalent to the average consideration (com puted as herein provided) received by the Conqiany for all sliarcs of Common Slock there tofore issued; ,. (c) hi the event that while any sliarcs of the Convertible Preferred Stock arc out standing the Company shall in any Conversion Period issue any sliarcs or obligations of any character convertible into shares of Common Stock (in addition to the Convertible Preferred Stock herein provided for) at a price per common share lower than the price reflected in the conversion rate current at the time of such issue, the maximum number of shares of Common Stock required for conversion at the unadjusted price or rate at which the whole of such new shares or obligations shall be convertible shall lie deemed, for the purpose of computation hereunder, to have been issued at such unadjusted conversion price available to such new shares or obligations: (f) Upon any such computation in each successive Conversion Period subsequent to the l-irst Conversion Period there shall be added to the actual consideration received upon issue of any shares of Common Stock uuder the foregoing subdivisions (c), (d) and (e) in any preceding Conversion Period, a percentage thereof necessary to equalize the same to the conversion rate current at the time of computation, that is to say, in the Second Cunversion Period 11.1111% of actual consideration received therefrom in the Pirst Conversion Period; in the Third Conversion l'criod 25% of actual consideration received therefrom in the Pirst Conversion Period and 12:5112% of actual consideration received therefrom in the Second Conversion Period; and in the Pourth Conversion Period 42:80% of actual con sideration received tlicrcfrom in tlic P'irst Conversion Period, 28.5868% of actual considera tion received therefrom in the Second Conversion Period and 14.288% of actual consideration received therefrom ill the Third Conversion l'criod. Whenever such average consideration per share so computed is less than the dollars per share above specified for the Conversion'Period in which such computation is made, then for the remainder of such Conversion Period; or until the next following recoiuputation, if that shall happen in the same Conversion Period, the amount of shares of Common Stock to be issued upon conversion of shares of Convertible Preferred Stock shall be such fraction of a share as is repre sented by fifty (50), as the numerator, and such average consideration per share so computed, as the denominator. If such: fraction so computed is less than the conversion rate current at the time of computation, the shares of Convertible Preferred Slock shall lie convertible into shares of Common Stock at the conversion rate then current: In the event, while any of the shares of Convertible Preferred Stock shall remain outstanding, of any capital reorganization or reclassification of the capital slock of the Company or of the con solidation or merger of the Company with or into another corporation or of tlic dissolution, liquida tion or winding up of the Company or of the sale; lease, conveyance or transfer of all or sub stantially all of its assets, then in any one or more of said events the Company shall give to the record holders of the Convertible Preferred Stock outstanding, at their last known addresses ac cording to tlic Company's records, at least twenty (20) days' prior written notice thereof, and of the date as of or after which such reclassification, reorganization, consolidation, merger, dissolu tion, liquidation, winding up or sale, lease; conveyance or transfer shall take place, as the case may be, and such notice shall also sjiecify the date as of which shareholders of record stall be entitled to exchange their sliarcs for other stock or securities of the Coinjiany pursuant to shell reclassifica tion or reorganization or for such other stuck or securities of (lie corporation resulting from such merger or consolidation or to receive their respective distributive shares in the milt of such dis solution, liquidation, winding up or sale, lease, conveyance or transfer, as the case may be; to the end tliat during such period of twenty (20): days tlic holders of the shares of Convertible Preferred Stock may at their option surrender such shares for conversion into stares of Common Stock and thereby be entitled in respect of the stares to which they stall lie entitled upon spell conversion to receive such distribution to the extent that holders of stares of Common Stock may atithe time be entitled to receive the same. In case the Company at atiy time while any of the stares of Convertible Preferred Stock stall remain'outstanding stall be consolidated with or merged into any other corporation or-corporations or stall sell or lease all or substantially all of its property and business as an entirety to another corporation, lawful provision shall be made as part of the terms of such consolidation, merger, sale Hn0l8228 5 5 that the holder of any shares of Convertible Preferred Stock may thereafter receive in lieu :h 'share of Common Stock .otherwise issuable to him upqn conversion of his shares of iVirtiMe Preferred Stock, but .at the conversion rate which would otherwise lie in effect at the of conversion as- herein provided,.the same kind and amount of securities (including in such - stock of any class or classes) or. assets as may be issuable, distributable or payable upon consolidation, merger, sale or-lease' .with resect to each sliare of Common Stock of the ipany; and after such consolidation, merger, sale or lease, the conversion right of the holder .j.'iif ihsres of Convertible Preferred Stock shall be to receive such securities or assets; provider! that (the rights of the holders of shares of Convertible Preferred Stock with respect to adjustment or ^increase in the current conversion rate of Common Stock ujxni conversion shall not survive or be '' ' any effect after such consolidation or merger with or sale or lease to anotlicr corjiorntion. Upon any conversion of shares of Convertible Preferred Stock into shares of Common Stock fit# adjustment shall be made for any dividends.on such shares of Convertible Preferred Stdck or '.for any dividends on the sliarcs of Common Stock. (The Company shall not issue fractional sliarcs of its Common Stock in satisfaction of the conversion privilege of the Convertible Preferred Stock herein provided, hut in lieu of fractional shires the Company at its option may make a cash settlement in respect thereto on the basis of the P doting hid price of the Common Stock on the dale of conversion, or may issue scrip certificates ' (exchangeable together with other scrip certificates aggregating one or more full sliarcs for stock V flBv representing such full sliare or shares) for any fraction of a share, in form to he ap proved by the Board of Directors of (he Company. Until the exchange thereof for certificates for full: shares of Common Stock, the holder of such scrip certificates shall not lie entitled to receive dividends thereon, to vote with respect thereto or to have any other rights by virtue thereof as shareholders of the Company except such rights, if any, as the Board of Directors may, in its ebsohite discretion, confer upon the holder of such scrip certificates in the event of the dissolution of the Company. Auyifalder of shares of Convertible Preferred Stock desiring to exercise the right of conver sion herein .provided, shall surrender to the Company at one of its then Stock Transfer Agencies for the sliareaof Convertible Preferred Stock, the certificate (s) for the share or shares of Convertible Preferred Slock so to lie converted, duly endorsed for transfer to (lie Company. In case any of , such siiares of Convertible Preferred Stock shall have Iteen called for redemption, the same shall, nevertltelest, lie so convertible upon such surrender for such purpose, at any time prior to the date of redemption. ' The1 conversion right of holders of shares of Convertible Preferred Stock shall lie deemed to have been exercised and the holders exercising the same to liavc become holders of record of shares of Common Stock of the Company for all purposes on the respective dates of surrender of the certificates representing Convertible Preferred Stock for conversion as hereinbefore provided, notwithstanding any delay in the delivery of certificates for the shares of Common Stock intn which converted and of cash adjustments or scrip, if any. . n- The Company shall pay any and all taxes which may he imposed in respect of the issuance a- and delivery of shares of Common Stock upon conversion of shares of Convertible Preferred Stock, fi pursuant to the provisions of this section; provided, however; that the Company shall not be re le quired, in any event, to pay any transfer or other taxes by reason of issuance of such shares of c- Common Stock in a name or names other than the name of the holder of the share or shares of 3f Convertible Preferred Stock surrendered for conversion. uThe Company shall at all times reserve and keep available, out of its authorized ami unissued >y stock, solely for the purpose of effecting the conversion of sliares of Convertible Preferred Stock, :d such number of shares of Common Stock as shall from time to time he sufficient to effect the con i- version of all shares of Convertible Preferred Stock then outstanding. The Company shall from b lime to time, in accordance with the laws of the'State of Ohio, increase the authorized amount r- of its shares of Common Stock if at any time the number of sliarcs of Common Stock remaining ic unissued shall not be sufficient to permit the conversion of all of the then outstanding sliares of <! Convertible Preferred Stock. (1 Upon the conversion of shares of Convertible Preferred Stock under the provisions of this subsection, the shares of Convertible Preferred Stock surrendered pursuant to such conversion shall be cancelled and not again reissued. (7) Su b s c r ipt io n Rig h t s : No holder of Convertible Preferred Stock shall he entitled as such as a matter of right to subscribe for or purchase any part of any new or additional issue of stock, or securities convertible into stock of any class whatever whether now or hereafter authorized land whether issued for cash, property, services or otherwise. GLfl0lB?7o Rf I (8) Liq u id a t io n An d Dis s o l u t io n . In Uic event of any liquidation, dissolution or winding up of the affairs of the Company or any distribution of its capital whether voluntary or involuntary the holders of the Convertible Preferred Stock slialt lie entitled to receive in cash the par value thereof together with all unpaid dividends accumulated or accrued thereon to the date fixed for the payment of such distributive amounts, licfure any payment is made to the holders of the Common Stock, After such payment to the holders of the Convertible Preferred Stock the remaining'assets and funds of the Company shall be divided and distributed among the holders of the Common Stock then outstanding according to their respective shares. . Section 3. The terms and provisions of the Common Stock are as follows: (1) The holders of the Common Stock shall lie entitled at all times to one vote for each such share subject, however, to (he voting rights vested in the holders of the Convertible Preferred Stuck as hereinbefore provided. (2) The holders of the shares of Common Stock shall have no preemptive right to pur chase nr linve offered to them for purchase any of the shares of Common Stock which at any time shall be required for issuance in satisfaction of the conversion rights of the holders of outstanding shares of Convertible Preferred Stock. (3) The authorization in the manner provided by law of any new class of shares ranking senior to the Common Stock as to dividends or assets and with terms and provisions determined in accordance with law, or the increase in the authorized number of shares of any clas; sliall not be deemed to be an alteration of the terms and provisions of the Common Stock, Finn: The amount of slated capital of the Company shall he Fifty Dollars ($50.00) for each share of Convertible Preferred Stock and Five Dollars ($5.00) for each share of Common Stock now outstanding, making an aggregate of Fourteen Million Dollars ($14,000,000.00) at the time of the filing of these amended Articles. Six t h : i lie shares of Common .Slock may he issued at any time or from time to time ior such consideration in cash or property as may lie fixed from time to time by the Hoard of Directors without shareholders' action, which Board is also autliorir.cd to determine what portions of such consideration sliall l>e allotted to stated capital and surplus res|iective!y atid said Hoard may also determine the fair value to the Company of considerations other than money where such fair value can he immediately or readily determined, and where such fair value cannot be so immediately or readily determined to approve such consideration. Se v e n t h : Shareholders shall possess no preemptive or other rights in fractional shares whether resulting from the declaration! and payment of dividends in sliares or otherwise howsoever, and as to such fractious (he Board of Directors is authorized to sell and dispose of the same from time to time for such amount of consideration as it may fix and dctcjriniue without sliareholders' action. Kio iit ii : Without derogation from any other |>ower to purchase shares of tlie Company as permitted by law, the Hoard of Directors may purchase any uf the Company's issued shares to the extent of Surplus in the manner permitted by law. Nin t h : These amended Articles shall supersede and lake the place of the heretofore existing Articles of the Company. E In Wit n e s s Wh er eo f , Hie Gliddcn Company has caused its name to ho hereunto subscribed by Adrian D. Joyce, its President, and its corjiorate seal to lie hereunto affixed, attested by Clifton M. Kolb, its Secretary, this second day ol July, 1936. Gmiu ien Co mv an y , Ad r ia n D. Jovcn, President. Attest: Cl if t o n M. Ko l ii, Secretary. t. i v GLDO 18230 We, Ad r ian 13; Jo y c k , President, and Cl if t o n 'M, Ko mi, Secretary, of The Gliddrn ompany, an Ohio cnqKirntirm, do hereby certify and acknowledge that the foregoing amended fArlicle* were authorized and adopted hy the vole of the holders of shares of said corporation ^entitling them to exercise two-thirds of the >voting power of the cor|Kiration on such proposal (the lArtieles requiring no other vote) at a meeting thereof duly called and held at the principal office ! of thecorjxwation in the City of Cleveland, Ohio, on the second day of July, and as such |officer* we were authorized hy such affirmative vote to file such amended Articles in the office of (file Secretary of State of Ohio to supersede and to take the place of the heretofore existing Article*. Ad r ian IX Jo y c e, Cl if t o n M. Kni.u. Sw o r n To before me and Su bs c r ibe d and Ac k n o w l e d g ed in my presence by the above turned Ad r ia n 13. Jo y c e and Cu f t o n M. Ko i.h , President and Secretary, respectively, of Th e Gmiid k n Co h i-a n y , this second day of July, 1936. C. C. Mar t , Notary Public. (s e a l ) My Com. Exp. Oct. 9, 1938. GL0016Z31 88 Un it e d St a t es o f Ame r ic a , St a t e o f Oh io , Of f ic e o f t h e Se c r e t a r y o f St a t e . SS. I, Geo r g e S. My er s , Secretary of State of the Stale of Ohio, do hereby certify that the foregoing is an exemplified copy, carefully com pared by me with the original record now in my official custody as Secretary of Slate, and found to lie true and correct, of Ame n d e d Ar t ic l e s of Th e Gl imie n Co mp an y filed in this office, on-the 3rd day of July, A.U. 1936, and recorded in Volume 441, Page 84, of the Records of Incorporations. Wit n es s my hand and official seal at Columbus, Ohio, this 3rd day of July, A.l). J936, Gk o k c e S. My er s , Secretary of State. (Se a l ) GL0018232