Document 7RXYxpXpjr6gwGKJ9bbg1E83g

RKGULATI 0 1IS " AND BY SAWS OF Tins GLIlihEN PAINT VAEUISIi & GLASS CQl.PANY STOCKHOLDERS. ARTICLE 1, Stockholders* Annual Meeting* The annual meeting of the stockholders, for the election of directors and the transaction of such other business as may lawfully come before it, shall be held at the office of the company* in Evans ville, Indiana, or at any branch office established by the Board of pirectors, as in Article XXLXX provided on the 1st Tuesday in ^, in each yecr, at 10:30 o'clock, A.jfl. ^ t ARTICLE 11. Special meeting. Special meetings of the stockholders may be called by any three directors, or by the Secretory of the Company, upon the ordor of the Board of Directors, or by the holders of not less than twenty-five per cent. (25$) of the capital stock of the company then issued and out standing, at such times as they my determine, and upon notice as pro vided in article III; and no business shall be transacted at any such special meeting, except that stated in the notice therefore. ARTICLE III. Notice of Meetings. At least ten (10) 'ays before each annual or special meeting the Secretary shall give notice thereof by mailing, to the address of each stockholder of record, as shown upon the books of the company, a written notice or printed notice, of the time and place of such meeting; and such notice may also bo purlished as required by the laws of Indiana. All notices of special meetings shall clearly state the nature of the businoss to be transacted thereat. ARTICLE XV. Quorum. Any number of stockholders, representing not less than a majority of the capital stock of the company, in person or as proxy, shall consti tute a quorum for the transaction of business, but, if a sufficient number do n'" t attend at the time and place appointed, those actually present nay adjourn the meeting for such time, not exceeding ninety (90) days, and to such place as nay net be forbidden by law. No notice of such adjourned meeting shall be requited, and the business GLD020429 mentioned in the noticsfor such original meeting may be lawfully transacted thereat# DIRECTORS--ELECTION OF ARTICLE V The directors shall be elected by ballot of the stockholder at each annual meeting thereof, or at a special meeting called for that purpose# ` Directors shall be elected for one year, and shall continue in office until their successors are elected and qualified# The number of directors shall be five and the directors must be holders or owner of stock of the cotopany* ARTICLE VI# Regular and Spcial Ueetings# Regular meetings of the Board of D irectors shall be held immediately after each annual meeting of the stockholders* Special neotinge of the Board of Directors may be at any time called by the President, Executive Committee, or ony two members of the Board, by giving reasonable notice thereof* ARTICLE VII Quorum A majority of the Directors shall constitute a quorum for the transaction of all business of the company* ARTICLE VIII Vacancies-- How Filled* Vacancies in the Board of Directors, which may occur by resignation, death, refusal or incapacity to act, or otherwise, shall be filled by the Board of Directors, at ony meeting thereof, until the next annual meeting of stockholder*)* ARTICLE IX Duties of Directors* The Directors shall toko care of the intorests end super vise the business of the corporation, fill vacancies in their mumber, choose such officers ae the charter and by-laws may require or allow, define and determine their duties, advise them in the discharge thereof, fix their compensation Rnd generally take charge of all the business end affaire of the company, and exercise full power in the management thereof, subject inly to the existing by-laws end the laws of the land# GLD020430 ARTICLE ft Election of Officers# The directors shall hold a meeting as soon as practicable after their election each year, and proceed to organize for the coming year tys the election of a President, Yice President, Secretary, Treasurer and such other officers as they may deem necessary; all of whihh officers shall hold their offioeB until their successors are elected and enter upon the duties thereof, but the Board of Directors may at any time accept the resignation of either or ell of said officers, or, by a majority vote of said Board, remove either or ell of said officers at pleasure, end elect others in their places# The office of Treasurer may be held by any other officer of the Company# EXECUTIVE 'COMMITTEE assisujsr APPOINTMENT AND DUTIES OF The Board of Directors may at any time elect not less than three (3) of its members as an Executive Committee, which shall exer cise the powers and perform the dutios of the Board when the Board is not in session, and such other duties as may, from time to time, be prescribed by said Board of Directors# The Secretary shall keep minutee of the proceedings of such committee, which shall be read at the next meeting of the Board of Direotors for its approval# By a majority vote, said Board may r$ove all or any of the members of said committee, and elect others to take their places# A majority of the members of said committee shall constitute a quorum for the transaction of all business# STOCK ARTICLE #1? Certificate and Transfer# Certificates of stock shall be signed by the President and Secretary, end all tronofers thereof shall be made on the books of the company by the president or Secretary, only upon the surrender of the certificates by the holders thereof properly endorsed either in person or by attorney, when new certificates shell be issued# The transfer books shell be closed for five (5) days next preceding each annual or special meeting# OFFICERS ARTICLE XIII Restrictions# No officer, director, stockholder or employee Bhall exercise any authority in the management of the business, except such as is ex- GL0020A31 prcecly prescribed by the by-laww of the company, or by the Board of Directors or Executive Comittee, not inconsistent with said by-laws* All officers shall receive such compensation as may be fixed by the Board of Directors* ARTICLE XIV Ilumber of Officers* The regular officers of the company shall be a President, Vice President, Secretary, Treasurer, and euch other officers as the Board of Directors may from time to time determine. ARTICLE XV * President - Dutiee of It shall be the duty of the president to preside at all meetings of the stockholders and directors, sign all bonds, deeds, contracts, certificates of stock or other instruments, in writing, subject to the approval of the Board of Directors, and, in general to perform all the duties usually incident to such office, or which may be received by the Board of Directors, the executive committee or the By-laws of the Company* ARTICLE XVI Vice President - Duties of* It shall be the duty of the Vice-President to discharge the duties of the President in hiB absence, and, generally, to perform euch other duties as may from time to time be prescribed by the Board of Directors or Exedutive Committee* ARTICLE XVII Secretary - Duties of It shall be the duty of the Secretary to keep an accurate record of the acts and proceedings of the stockholders, director end executive conmittee at all meetings thereof, to give ell notices required by law or by the by-laws of the company, to keep proper books of account and books for the transfer of such stock, issue and attest ell certificates of stock, have the custody of the corporate seal, with sole authority to use the same, unless some other person by authorized by the Board of Directors, and generally to perform all other duties which may pertain to that office, or which may be required by the Board of Directoro, and, on the expiration of his term of office, to deliver ell books, pepere and property of the company in hie hands to his successor or to the president* ARTICLE XVIII Treasurer - Duties of* The Treasurer shall receive and 6afely keep all moneys and chosen in action belonging to the company, moke deposits in andh banks and disburse the same as the Board of Directors may direct. GLD020432 I He shall keep accurate accounts of the finances of the Company, in hooke to be specially provided for that purpolb, and shall hold the sane open for the examination of the directors or any committee of stockholders, and Bholl render statements of the financial condition of the company to the directors, to the executive committee and to the stockholders at their annual meeting, or at any other meeting, when re quested by the Board of Directors* He shall give euch bond, in such sum and with such security as the Board of Directors may require, conditioned on the faithful discharge of hie duties, and, on the expiration of hie term of office, shall deliver aDJmoneys and other property of the company in his hands to his successor or to the President* All checks, notes, drafts end other current obligations of the company shall be signed by the Treasurer* The Treasurer, however, shall have power to endorse checks and drafts for deposit without obtaining any additional signature thereto* BY-LAWS ARTICLE XXX Amendments of* These by-laws may be added to, repealed, amended or a new eet of by-laws may be adopted at any regular or special meeting of the stockholders, by a vote of those holding a majority of the capital stock of the company* notice of which meeting shall, however, first have been given in accordance with Article 111* PROXIES. ARTICLE XX* Qualifications of* A stockholder, may, through a written proxy, authorise another to vote for him at all stockholders' meetings) but the proxy must be filed with the Secretary before the person authorized thereby cmi vote thereunder* SEAL ARTICLE XXI Description of* The seal of the corporation ehall be circular in form, with the name of the Corporation engraved on the margin and the words "Corporate Seal" in the middle* ORDER OF BUSINESS ARTICLE, XXII,, The order of business shall be as fallows* 1. Reading minutes of preceding meeting and noting thereon* 2* Reports of directors or consnittees* 3* financial reports or statements* GLD020433 4* Reports from president or other officer* 5* Unfinished business* 6* Election of Directors* 7* Newer miscellaneous business* This order may, by a majority rote of the stockholders or directors present at any Resting, respectively, be changed* BRANCH OFFICES ARTICLE XXIII* The Board of Directors shall have a power to establish branch offices of the company whenever and wherever they may deem wise, at which special meetings of stockholders and all meetings of the board of directors and executive committee may be held* ARTICLE XXIV Conveyances* Any real estate or interest in roal estate owned or held by the company can, and shall be conveyed by the offioers of the company upon Authority so to do conferred by a vote of the majority of the Board of Directors,. GLDO20434