Document 8VZ9EGpX0K19Z745w7dVemEod

, t' % SPECIAL MEETING OF THE STOCKHOLDERS OF THE OLXD05N OOilPAHY, HELD AT the Office of the Company in the City of Cleveland, Ohio, thle 20th day of December, 191?, pursuant to the foregoing vaiver end agreement. Present: The entire capital stock of the Ooapany in person. Ur* Sea H. Moore, the President of the Company, prodded, end Ur. ft. K. Hcrsburgh, the Secretary of the Company, kept the mlnutee of the meeting. The Secretory thereupon laid before the meeting the proceeding* of the Board of Directors at their meeting thle day held thereby they authorised the acquisition ef the propertlee of The (Hidden Varnleh Company, an Ohio corpora tion. After considering the seme, the following resolution mao. en motion duly made, seconded, put and unanimously carried, adopted: RESOLVED, That the action of the Board of Director* of this Company in authorising the purchase of all of the properties and assets of The (Hidden Varnish Company, upon the terns and conditions, and for the oonsldsratlons sot forth in tne minutes of sald meeting presented to this meeting, be. and the same is hereby, in all respects, ratified, approved and confirmed and said purchase authorized. Thereupon, on motion duly made, seconded, put and unanimously carried, the following resolutions mere adapted; RISCl YED, That the capital stock of The (Hidden Oompany be, and the seme is hereby, increased from Ten Thousand Dollars ($10,000) to Two Million Fire Hundred Thousand Dollars ($2,500,000), divided into twenty-five thousand (25*000) shares of One Hundred Doll are ($100) each, of which authorised capital stock ten thousand (10,000) shares of One hundred toilers ($100) each shall be cowoon stock, ar.d fifteen thousand (15.000) shares of One Hundred Dollars ($100) soch shall bo issued and disposed of as first preferred 7M*. GUDDEN COMPANY rtvcofcc Oo o k , Pa <* 29* Counter N18839  ,. ..u*. *<t :' v - oapltal ttode, entitled to the fallowing preference*, designation# end voting power#, but subject to tho following restrictions, tensit* 1, Preferred Stock Myidend, The hoi dor# of the firot proforrod copiVoTrtocV shaii W entitled to receive quarterly, on the firot day of April, July, Oetobor and January in each year, when and ae doelarod by tho Board of Dlroetaro, dividends, cumulative from tho firot day of January, 1918, at tho rato of alx per centum por annua, and no aoro, out of tho ourpluo profit o of tho Company, la proforoneo to and in priority over any dlvidondi on tho ronton stock. 2. Oonmon atool Dividend. In any yoar aftor tho full dividend of oix por centum in ouch yoar and all proeodlng yoaro aholl have boon doelarod and paid to or aot apart for tho heldore of tho firot protar red capital stock, tho holder# of the eoamen capital oteok of tho Com pany ohall bo ontitlod to roeoivo oueh dividonde out of tho remaining ourpluo profit* of tho Company ae tho Board of Diroetoro may doclare. 3 Proforrod Stool Must Consent, tho Company ahull aot, unlooo the oonoont of at least ooronlV-fivo por eont (1$$) of tho then outeianding firot proforrod oteok bo firot obtained, either in writing or by vota at a mooting legally called and hold and of which they ehall have rooolved reaeonabl# notice, - (a) Boll or dlopooo of in any way ito property and business in tholr entirety; (b) Create any additional mortgage indebtedness or other lion upon tho property of the Company, excepting, however, purchase money mortgage! upon property hereafter acquired; (c) Author!*# or itsuo any eharee of stock on a parity with or-N haring priority over thie authorised ioeuo of first pr*f*r**d stock. e. Vexing Power of Proferred Stoea The holder* of the first prefvrrod Vieci ebel1 not bo entitled to vote at stockholders* meetln] except ae pr^vid^d In Paragraph 3 hereof, or uulee* dividonde are in arrears for any two quarter#, in either of which cases tho holders of tho fi.et proiurred oapital oteok ohall he ontitlod to rooeivo notice of r^otingc, to call meeting*, and ohall he ontitlod to coot one veto for each there of ctock held by them. The right to vote heroin given on account of arroare In dividends ohall cease ao toon as all ouch arrears have boon paid. 5. Redemption of Preferred Stock. The preferred capital atoc of the Company ehall be eukjeci to redeaption in whole or is parts equivalent to twenty-fiv6 per cent (25) of thie total authorised iei at the lection of the Cotcpor.y on any dividend-paying date at par, a pre-TiuijL of five per cent {$%) thereon, plus accrued end unpaid divld< In the event of a partial redemption, ouch redemption ehall bo made 7hl. GL.*r>D!IN C-OM^AKY ^^-0C?0876 P.tiofo *k >o k , Sa o i; !V> Co w mc c t pro rata, To each otookholder whose stock has boon redeemed tho Company shall send by registered mall, postage prepaid, a notico of Its intention to rodesm hit holding, or a dofinlto part thoroof, giving place and data of redemption and price to ho paid, which notico hall bo a&ilod at loaot thirty (30) dtyo previous to tho data of redemption, If any stockholder ahall refuse or fail to proeont for redemption eortlfleatoo of tho par value of tho amount to celled from him, ouch eortlfleatoo not presented shall thereafter eoaoo to boar dividends. All stock so redeemed shell be cancelled and ahall not be reiseuod. 6. Liquidation and Dissolution, Upon the voluntary liquidation sr dissolution of tbs Company, or upon any voluntary distribution of its capital, the holders of the preferred capital stock shell be entitled to rsoolvs from the assets remaining after paying Its debts and nobili ties the sum of One Hundred and five Doll are (#105) per share, together with accrued and unpaid dividends thereon, and no more, before anything is paid to the holders of the eommon stock; but in the event of sny in voluntary liquidation or dissolution of tho Company, its insolvency sr other involuntary distribution of its capital, than after payment of its dett* and liabilities the preferred stockholders shall only bo entitled to receive tho par value of their stock, together'with accrued end unpaid dividends, before any payment is made to the holders of the oocnon stock* AMD HTDCLVED, That the President or Vice-president end Secretary of this Company be, and they are hereby, authorised and direoted to file a certificate of such increase of capital stock vith the Secretary of State of the State of Ohio. Thereupon the following resolution* were, on motion duly made, eeconded, put and unanimously carried, adopted: RESOLVED, That the Fourth Article of the Articles of Incorporation of Tne Gilddfctt Company be, and the sene Is hereby, amended so as to read ee follows: "Fourth, The capital stock cf arid corporation shall be Two Million live Hundred Thousand Dollars ($2,500,000), divided into twenty-five thousand (25,000) hers* of One Hundred Dollars ($100) each, of which One Million Dollar* (#1,000,000) shall be common capital stock, and One Million Five Hundred Thousand Dollars (#1,500,000) shall be firet preferred capital stock, being the preferred capital stock created by the increase of capital stock author ised the 20th day of December, 1917, by the stookholdere ef The Oliddtn Company, reference bdng hereby made to the cer tificate of euch increase of capital stock which the officers THI (.LtOriEK COMPANY H*COI-.T` ec.-OK, fAbr ?1 , COhMCf GLD020877 of the Company were authorised and directed to ask* and file with the Secretary of Stats of ths State of Ohio, for a statement of the preferences, designation*, voting power# and restrictions of said preferred capital stock;" and RX&OLVir, That the President, or Vice-President, and Secretary of this Company be, and they are hereby, authorised and directed to nake and file vith the Secretary of State ef the State ef Ohio, a proper eopy and oertlfieate ef eaid eaendnont to accompany said certificate of increase of capital stock. ** The nesting then adjourned* Secretory* THL GLtH*.N COMPANY :% niccftt> Sc-oit. f-AOT 2* CWAICT GLD020878 i. r'~C '^15jfl ^ h --<4 ' f---