Document 9E8OdvO3QYm058OK3aR2OMq

;i- "v'- .r' I* -\ f fbft Annual and Bptolil Mttlsi of tho itockhftUin of The ftlldden Ooopeay u held at the prlnolpal offleo of tha Ooopaar. Madison Avenue and Bsraa Road, Cls t eland, Ohio, on Thursday, January 16, 1031, at ton o'clock JLM.. purauant to aotlea, 9 Mr* Adrian D. Joyce, president, ollod the neetlus to. ardor and presided, and Mr, J. L Pataro, Aiilitut Secretary,kept the Blantaa of tha aeetlnc.as Secretary, Tha Assistant Secretary submitted a cojy af tha notlaa dotad lsw7 * 1V31 addressed to tha Oonaon Stockholders at The SlidAta Oosspaiv* Mhloh notice aontalnad statements with respect to wntiiilto v Regulation* of tha Oourpany sad amandins tha Articles of thr/ doftMTJM ^ ^ ^ ' ao to authorise tha hoard af Diraotora to porches* any leaned *hav*e ta . tha artant of avrj&na available tharafor na pendtted tor lev, Tha ' Aaalatant Secretary alee anfanltted an affidavit *l*x*dhy the Secretary to tha offact thnt coplaa of such notlea had haan nallad to tha Co s mo s stockholders of record at tha eloaa of Vailan Daeoaiber &) 1980, Upon notion duly node and carried, a copy of such notlaa and tha affidavit aforesaid vara ordered to be annexed to tha adnutaa of this V ' /<-V_ . _^s * eating and made a part haraof, Cpca notion duly made and oarrlad Maaara* J. A, Peters, C. I, Oola and L, L Storey vara alactad aa Inspector* and thereupon certified Hat of tha holders of tha Comm stock of tha Company aa of tha close of business December 30, 1930 was dtllrarad to each Inspectors, Tha Inspectors then proceeded to ascertain the amount of Coaanea Stock promt and represented at ths meeting and while awaiting their report tli* Chairman nade * brief statement o to the purpose of the meeting and the (sirI financial condition of the Ooapany* The Inspectors burin* announced that they were ready to make their report, vpon notion duly and* and carried, the en no receired and and* a part hereof. They reported that mm ebown by the Hot thi outstanding Demon capital atode of the Company was M follows: 695,226 shares, She Inspectors farther reportod that there vara present In pereon and represented V proaqr tba following amber of Ooaaon capital atook of the Ooopaay: 466,917* I" The Chairmen stated a tprm me pretest and that tba Meeting onld proceed* Open notion duly node and carried tba reading of tba nlnntoe of the prerions stockholders* meeting was dlepeased with* The Chatman etated that It had been found advisable to amend Article I, sub-section 6, of the Segolstlona of tba i.w that stockholders of record twenty dare prior to the date of Meeting, instead of fifteen days prior to the date of Meeting, ae now provided, eball be entitled to rote, Whereupon the Secretary read tba following renolvtlon ableh m xpon notion duly nede, aaeon&ed and carried, unanimously adopted: fiSSOtnSD, That Article 1 of the emulation* of The (Hidden Company be and the ease le hereby emended eo that sub-seetlon 6 thereof shall henceforth read ae follows: ASTIChX X. Section 6, Toting and Prortee. At each meeting of the stockholder* every stockholder having the right to rote shall be entitled to rote c,l P0?1733 U parson or by proxy appointed by an instrument la writing, aobaarlbad V each stockholder* Which proxy vast bn filed with, the Secretary before tha pwMs authorised thereby can wota thereunder. The psrson to authorised meed met ba a stockholder, Bach stockholder Shall have an* wot* for each ahara of iteck bavins voting potw, roglaterod in hit nmt on tha books of tha eompaay, except that bo ahara of stock shall ha voted o b at any moating of tho stockholders which has boo& transferred oar the books of tho company within twenty day* oast prcoding such mooting* Tha Chairman stated that it was oac**sa*y do detamlas tho ntnbar of Director* for tha ensuing year* Whsraupon, on motion duly made* aooondod sad carried* tha following resolution was adoptodi HSQLY1D That tha hoard of Directors for tho misulng yaar hall eonalat af fenrteaa (14) Directors* Tha Prosidant than anaonmead that tha election of a Board of Siraotars far tha ensul^ yaar was in ordar and asked far nominations* Tha following nomination* war* fttly mod* and aacondodi Adrian D* ycywa* B. I* lorobnrgh. Jl* V. Laveahag*n fcwitfht P. Joyce t* 1. flillaen, **o Hiller JtamurdX* williams* tennath D. gteera, 4* V.Orandln, Ohs*. I. Klglay. W* /* O'Brlaa* X* JU Tinker, Howard Beatty and 0* JL Bamssno * Chora balng mo further nominations a motion mas duly mada and earrlad that tha nominations ho cloaad and that tha ballot ba dispensed with and tha daorataxy ba instruct*! to cast a unanimous ballet of all stock proaant in parson or V pro*? for tha election of Adrian D. Joyce, B. K. XorsVurgh, tu V. Zioweahvcn. Mght PJoyco* 1. B. Willloss, Otto Hillor Howard X* Williams, gonnath D. Steer** 0. V* 0randin, Chas, W, Blglay* V. J. O'Brlan, 1. R. Tinker, Howard Boattjr and C. d. Batmans. Chi a motion was unanimously earrlad* Tha Secretary announced that pursuant to tha motion just passed ha had oast 446*917 vote* for each of tha gentleman mentioned GLD0?173 4 above as Directors on behalf of the stockholders, fhe Chairman explained that the Directors at their meeting hold Sept sober 3, 1930, had passed a resolution to eexmark aad aot soldo 40,000 shares of tho company! o author1 sod hut unissued Oo mo b stock for tho purpose of oalo to laportaat executive officers aad employees under option at Sweaty Dollars ($30.00) per share. He further explained that * amber of tho Important executive officers aad employee* had expressed a willingness to substitute such right to purehas# the compear* s Ooosioa stock for heaosos la cash form because of the unfavor able condition* prevailing. She Chairman also explained that the pro-rata rights to the otock had been waived by the stockholders at the last annual meeting aad that the distribution of the stock under options mas to be dirsoted by the President of the Company subject to the approval of the finance Oosnlttoe of tho Board of Direetore. Hherespon on motion duly made by Mr. L. B. Williams, seconded aad unanimously carried, the following resolution mas adopted: HXdOLYSD that the action token by the Board of Directors at a special meeting held on September 3, 1930, relative to the sarmafklng aad setting aside of 40,000 shares of the authorised Demon Stock of the Company for the purpose of sale at Twenty Dollars ($30.00) per share to such officers and employees In such amounts as the President and the Tlnaaoe Ooanlttse approve, be aad Is hereby ratified aad approved. The Chairman stated that It would be in order to act upon a resolution relative to amending the Article* of tho Company so as to authorise the Board of Directors to purchase any issued shares to tho extent of surplus available therefor. Wheretpon, tho following resolution was presented b> Ur. Trank S. Whitcomb and Its adoption duly moved by GLD021735  Ur. B. H* Boraburgh. BSSObTXD, that tbs Articles of the Cliddem Geapaoy he and the seme hereby are amended by adding thereto an Article designated at "BlcTenth*, namely: ^eitiyHi without derogation from any ether power to purchase shares of tho corporation as permitted ty law. the Board of Bisectors may purchase any Issued shares to the exteat of surplus arallshle for dlvideads la tbs wanner permitted V lew; sad SX90LYX&, that the President or Tice President and the Secretary of this corporation he and they hereby are authorised to make and file la the effiee of the Secretary of State of the State The adoption of the fore*olag resolution havlx* heeft duly seconded as aforWsld/tho Ohslaun-called for a wets of the Cannon stood: represented at the meetin* by ballot.. The stockholder# then oest their hcllots end the Chairmen requested the Xaspeetere to 1 reotdre and count the votes cast, which was aocordlngly dons. The inepeotore thereupon auteltted their report shoeing that the vetee of the holder* of 466.892 eharee of the subscribed and leeued Common Capital Stock of the Ooopauy had beta cast la favor of the adoption of each resolution end that 85 Shares had voted against the adoption thereof. Thereupon tbs Chatman declared the earn# duly adopted according to law* Upon notion duly made end carried the report of the inspectors was ordered to be annexed to the minutes of thle meeting end made a part thereof. ^ The President then announced that the meeting was open for new business. Thereupon, on motion duly made by Ur. Ames 1. Barron, seconded aid carried, the following resolution was adopted: CLDO21735 BXSOLTXD. That all aotiona takn by tha Diractora ad Offioara of this Company ainca tha data of tha laat anraai noting ralatlra to all nattara a* oat forth in tha raoord hook of tha company ba and tha aama hcraby ara ratIflad, appro?ad and conflraad, fhara balng no forthar bualnaat to ooaa bafora tha meeting, It was on notion duly nada and aaeondad, adjonmad*