Document 7RvO04bxQ6y91gy8vEpqrXyQ8

I) mtnuTSS OF: ' The regular imu*l meeting of the Board of Directors of SMITH & KANZLZR COMPANY, * New Jersey corporation, held at the designated office, 4100 Bennett Road In the city of Toledo, in the County of Lucas, in the State.of Ohio, on the 27th day of November, A.D. 1968, ac 1:00 in the afternoon of said day pursuant to the direction of the share holders at their regular annual meeting held on the 26th day of November, 1968. ' ' '. , . the following Directors, constituting a majority of the Board of Directors, were present in person: . ., ' R. C. McPherson M. R. Gavin " ' ' The meeting was called to order by Mr. M. R. Gavin, who acted as Chairman of Che meeting. Mr. Stanley W. Gustafson, Secretary of the corporation, acted as Secretary of the meeting and recorded the proceedings. . The Secretary reported that a majority of Che Directors were present in person at the meeting, and- therefore the meeting was legally constituted for the transaction of business. . The Chairman announced that the first order of business was the election of officers. Thereupon the following persons were nominated for the offices of the Company sec opposite`their names: . Robert M. Burns Stanley W. Gustafson E. W. Walley - President . - Secretary and Treasurer - Assistant Secretary No further nominations having been made, che nominations were closed and che Directors proceeded Co voce on the nominees; All of che Directors present at the meeting having voted and the votes having been counted, the Chairman announced that the aforesaid nominees had been duly elected to the offices sec opposite their respective names by the affirmative vote of all che Directors present at che meeting, to serve fair the term provided in the bylaws. . ' The Chslrasxx stated that che next order of business pursuant to Article V, Section-4, of che bylaws, was'to fix che salaries of all officers and agents. . .... it was Aftsr discussion, upon moclou duly made and seconded. RESOLVED thsc the president of this corporation shall serve without compensation, and be it FURTHER RESOLVED that the president be, and he hereby la, empowered to fix the salaries for che remaining officers and agents of the corporation. PLAINTIFF'S EXHIBIT 3 - Cj: I <r\ ,,ilv0ar< CIX0000353 DC-102 DFA 057292 W a- There being no further business, che meeting thereupon adjourned. ' # C LX-Q0G0359 d 057293 OF*