Document BRaX8ZrjwG1KJx4V581ZXQ2bJ

cost jmtoawwLtfaMmm*mnr I Minute* of a special meeting of the Common shareholder* of The Olidden Company held at the principal office of the Company, Madison drenoe and Berea Boad, Cleveland, Ohio, on Briday, April 24, 1935 at 11100 o'clock A, VS., pursuant to call by the Board of Director*. ltr. 3. H. Bor 'burgh. Senior Tic# President and Treasurer of the Company, presided and Ur. Clifton U. Aolt, Secretary, kept the record* of the neeting. Upon request of the Senior floe President the Seeretary read the notice of the meting and submitted an affidavit to the effect that a copy of such notice had bees tesiled to each of the Common ahareholder* of record at the cloee of buelneea April 11, 1935. On stion duly carried, said affidavit with a copy of *ald notice thereto attached and alto an accompanying letter from the President of the Company dated April 11, 1936 addrer.sed to the Common shareholder* of the Company and a fore of proxy were ordered annexed to the minute* of this reacting and made a part hereof, which we* accordingly done, the same being marked Exhibit *A* Thereupon the Senior Tice President appointed Messrs. J. A. Peterc, C. L. Cole and C. C. Bart as inspectors tc determine the number of Common Shares represented at the meeting and to receive and count the votes or ballots cast upon resolutions submitted to the meeting and te announce the result thereof. GL0022017 fhs Secretary thereupon presented to the Inspectors a certified list of the holders of the Coamon Shares of the Company as of the close of business April 11, 1936 together with a statement from the Treasurer to the effect that there was no default with respect to the payment of dividends or otherwise ou the Trior Preference Stock and that, therefore, the holders of ue|t stock were not entitled to vote* Upon motion duly made and carried the meeting recessed -until 1:00 o'clock P. V. in order to give the inspectors an opportunity to examine and count the proxies* Pursuant to recess taken the meeting re-convened at It00 o'clock P. It. Mr. K. E. Horsburgh, Senior Vice President of the Company, again presided and the records were kept hy.tb* Secretary, Mr. Clifton M* Kolfc. The inspectors having made a canvass of the number of Conmon Shares represented at the meeting reported that no shareholders were present in person and that the following shareholders were present by proxy, holders respectively of the following issued and outstanding Common Shares of the Company:_ fere jef. JS&gQiel&gx By proxies on file. fere jgf-Erojg: B. E. Eorsburgh E. V. Xeveahagen vf Cwm. 6fagw 537,54? TTpon motion duly carried the report of the inspectors was ordered annexed to the minutes of the meeting and i&ade a part hereof, which was accord ingly dent, the sr.me being narked Exhibit ''B.* GL0022018 .Vi :v < m The Senior Tics President announced that a quorum was present and that the meeting had been called for the purpose of acting upon amendments to the Articles of Incorporation of the Company or the adoption of Amended Articles so as to increase the authorized number of Common Shares from 800,000 shares to 1,000,000 shares ana to create an issue of 200,000 shares of Con vertible Preferred Stock, all as more fully set forth in a draft of Amended Articles prepared by counsel and submitted to the meeting. At the request of the Senior Tice President the Secretary then submitted to the weeting for inspection by any shareholder the resolutions adopted by the Board of Directors of the Company at its nettings held on Karch 51, 1&S and April 7, 1936 with respect to suoh proposed amendments or the adoption of Amended Articles and calling the special meeting of shareholders to take action thereon. After full discussion of the proposed Amended Articles the following resolutions were thereupon offered for the consideration and vote of the shareholders: RESOLVED that the following Amended Articles be and the same hereby are adopted to supersede and take *he place of the existing Articles of The Glidden Company, vis: ABIDED ARTICLES of t h e g l id es : covo>Airr The GliAdei. Company, a corporation organised'end existing under the laws of the State of Ohio* adopts these amended Articles to supercede and take the piece of its existing Articles and for such purpose certifies as follows: FIRST: Tie name of sal' corporation shall be THE GLIDE! C01TABT. GLD0P2019 SICOHDt The place In Ohio -where its principal office ! located is Cleveland, Cuyahoga County* . TBIEDi The purpose or purposes for which it i formed are* 5 Manufacturing, buying and telling paints, varnishes, lacquers, dryers, japans, chemicals and all allied products; manufacturing, re fining, buying and selling oils, solvents and all allied products used in connection with the manufacture of paints, Tarnishes, lacquers, dryer*, japans and chemicals* Kiting, milling, concentrating, converting, smelting, refining, manufacturing, fabricating, buying, selling and otherwise producing and dealing in sine, lead, copper, iron and all kinds of ores, metals, minerals and pigments and the products and by-products thereof of every i kind and description and by whatsoever process same can be or may here : f. after 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 oil*, vegetable fate, animal oils, animal fats and other food ingredients; and importing and exporting food products* Manufacturing, purchasing or otherwise acquiring goods, wares, merchandise and property of every elate and description, and to hold, own, sell or otherwise dispose of, trade, deal in end deal with the same, and in general to acquire such properties, real, personal and mixed, end to do and perform such acts and things as asy be necessary or incident to the carrying out of the foregoing purposes. FOUBTEt Section 1* The maximum number of shares which the corporation is authorised to have outstanding is one million two hundred sixty-five thousand (1,265,000), which shall be classified and shall bear designations as follows: (a) Sixty-five thousand (G5,000) shares of the par value of One Hundred Dollars ($100.00) each shall be Prior Preference Stock (herein designated as Prior Preference Stock) being the Prior Preference Stock now outstanding authorised by the shareholders of the corporation on January 18, 1924, certificates providing for which were filed in the office of the Secretary of State of the State of Ohio on. January 19, 1924. (b) Two hundred thousand (200,000) shares of the par value of Fifty Dollars ($50.00) each shall be Convertible Preferred Stock (herein designated ae Convertible Preferred Stock) being a new class of stock GLD022020 -. . hereby authorised; and (e) One billion (1,000,000) shares without par value shall he Common Stock, being an Increase in the authorised Common Stock frost eigjht hundred thousand (800,000) shares to one Billion (1,000,000) shares. Section 2, She terms and provisions of the sixty-fire thousand (65,000) share* of Prior Preference Stock, being the Prior Preference Stock now out standing authorised by the shareholders at their Meting duly called add held on January 18, 1924 shall be ae set forth in the amendment to the Certificate of BeorganiEotion of The Qlidden Conipany duly filed in the offioe of the Secretary of State of the State of Ohio on January 19, 1924, recorded in Yoluae 306, page 181 of the Becor&s of incorporations. The terms and pro visions of the Convertible Preferred Stock.and of the Common Stock are ex pressly subject to the terms and provisions' of such Prior Preference Stook . eo long as the same shall remain outstanding. Section 2. The terms and provisions of the Convertible Preferred Stock are as followwl (1) DIVIDENDS OF OOKYXP.TIB1I HUtfIRKED STOCK. The holders of the Convertible Preferred Stock shall be entitled to receive cumu lative cash dividends thereon when and as declared by the Board of Directors out of the surplus profits of the Company at the rate of four and one-half per centum (4Jf() per annum payable quarter-yearly on the first days of January, April, July and October in each year, and no more. Such dividends shall be cumulative froo and after July 1, 1936, so that if thereafter such dividends for ary past quarter-yearly dividend period shall not have been paid on the Convertible Preferred Stock, or fnnds for the payment thereof set apart, and 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 be fully' paid or funds for the payment thereof set apart, but without interest, before any dividends shall be paid or set apart for the Common Stock, (2) D;VIEEKDS o k JUOTOR STOCK. Ybenever dividends upon the Convertible Preferred Stock, or other senior stock for all past divi dend period* shall have been pcid, or funds for the payment thereof set apart and the dividend* for the then current dividend period with respect to such stock shall have beer declared and fund* for the payment thereof *et 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 be outs tending (payable in cash, stock or otherwise) out of aay remaining surplue profit*. Ct-D022021 (5) OOSVmiSLS P8OTRPJSD STOCK consm. So long as any of th Convertible Preferred Stock le outstanding, the Conpany shall not Tilthout the affirmative vote or written content of the holders of record of at least two-thirds of the aggregate pur amount of the Con vertible Preferred Stock then outstanding-- (a) sell, lease or otherwise dispose of all of its property, assets and business or substantially all thereof or any portion thereof which it ie essential for the Coqp&ny to retain in connection with the continuance of lie busi ness; or (b) enter into any merger or consolidation Involving the extinction or merger of the corporate entity of the Coepany; or (c) create any mortgage, lien or mneusferane* oh any of * the assets or income of the Conqpwqr except that the Company may execute a purchase money mortgage or pevchn^c aouc? mortgages or acquire property subject to a mortgage not in excess of seventy-firs per cent (75j) of the purchase prlee or fair value of the property acquired and except alto that the Cospany may hypothecate or pledge ae collateral security for loans made in the regular course of business and catering In less than elghtsen (18) months any of its quick assets; or (d) issue or guarantee any obligations maturing more than eighteen (16) months from date of issue; or (e) authorise or issue any shares of stock on a parity with or having priority over the Convertible Preferred Stock of this issue; but any such action requiring such affirmative rote or written consent of the holders of the Convertible Preferred Stock may be taken with such vete or consent together with such additional vote or consent, if any, of shareholders as may be fron tioa to time requlred by law. The Board of Directors may fix a record date for the deter mination of shareholders entitled to notice of and to rote at any such meeting or give such written consent and ssay specify the time there after within which such meeting may be held or euch written consents procured. GLD0220 22  af (4) 70TJVQ POVCB OF COKVEETIBLI KUFERHED STOCK* The holder* of the Convertible Preferred Stock hereby created ehell not be entitled to vote except-- (a) as otherwise provided hr law; or (b) The Coapaay be is default In the payment of two succeesire quarter-yearly dividends upon the Convertible Pre ferred Stock or be in default as to ths payment of dividends or In other respect* with reference to outstanding shares of Prior Preference Stock so long as it remains outstanding, in which event (b) each share of Convertible Preferred Stock Shall entitle the holder thereof to one vote in like manner as ths holders of shares of Common Stock but frost and after the redenptlon of the Prior Preference Stock in oase of the happening of event (b) the holder* of record of Convertible Preferred Stock then outstanding voting as a class shall have and continue to have the right to elect one-half of the meniber* of the Board of Directors and on all other matters sash share of Convertible Preferred Stock shall entitle the holder thereof to one rote. Such voting rights shall oontinue until such defaults shell have been cured, whereupon the voting right* of the Convertible Preferred Stock shall revert to ths status exist lag before the occur rence of such default but always subject to the seme provisions for the revesting of such voting poser in ease of any similar future defaults. (5) HSDOKPTXO!: Or COmHTtBI* FHOTBHED STOCK, Tbs Coapany 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 thereof the redenption price of the same in accordance with the following schedule! If redeemed on or before July 1, 1558 at the redemption * price of $55.00 per share; Thereafter, and on or before July 1, 1940 at the re daction price of $53.75 per share; Thereafter, at the redemption price of $55.50 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 anount of the outstanding Convertible Preferred Stock shall be redeemed at any tine, the shares thereof so to be redeemed stall either be selected by let in each manner as the Board GLD022023 of Directors may determine or shall constitute approximately a pro rata amount of the holdings of each shareholder,. as the Board of Directors may determine, Sotice of such redemption shall he mailed to each holder of Convertible Preferred Stock so to he redeemed at his address as the same shall appear on the hooks of the Company not less than thirty (SO) days nor more than sixty (CO) days prior to the redenptlon date and If less than all of the shares of Convertible Preferred Stock owned ty such shareholder are to he redeemed the notice shall specify the number of such shares thereof which are redeemed, If such notice of redeoption shall have been duly given and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside so as to be available therefor, then from and after the date of redaction so fixed, notwithstanding that any certificate for the shares of Convertible Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding and the right to receive dividends thereon shall cease to accrue and all rights with respect to such shares of Convertible Preferred Stock so called for redemption shall forthwith on such redaction date cease and terminate, except only the right of the holders thereof to receive the amount payable upon redaction thereof but without Interest, She Company, after giving such notice ofeoy such redemption and prior to the redemption date specified in such notice, may deposit in trust, for the account of the holders of the Convertill Preferred Stock so to be redeemed with a beak or trust company in good standing, in the City of Cleveland or in the City of Sew fork, organised under the laws of the United States of America or ary Stats thereof, having a capital, undivided profits and surplus aggregating at least $5,000,000 all funds necessary for such redemption and thereupon all shares of Con vertible Preferred Stock with respect to which such deposit shall have been made shall no longer be deemed to be outstanding and all rights with respect to such shares of Convertible Preferred Stock shall forth with upon such deposit in trust cease and terminate except only the right of the holders thereof to receive the amount payable upon the redemption thereof but without interest, The Company may alto at such tines as the Board of Directors may determine- and at prices less than the redemption price then in effect at said Board may propose purchase for redemption at public or private sale, the whole or any part of said Convertible Preferred St ock. All cr any shares of the Convertible Preferred Stock redeemed or purchteed os aforesaid may, i the discretion of the Board of Directo be reissued at.any time. GLD022024 (6) CCTVERSIOI? FRIVILS32. Shares of Convertible Preferred Stock may at the option of the holder thereof he converted at any time (unless the tp-m shall have "been called for previous redemption end In that event at any time prior to the redemption date specified In the notice of redemption) into share* of Common Stock of the Compaq at the following rates, namely, until and including Kerch 1, 1937 (herein called the First Conversion Period) at the rate of one (1) share of Convertible Preferred Stock for one (l) share of Common 8tock; thereafter end until and Including March 1, 1939 (herein called the Second Conversion Period) at the rate of one (l) share of Convertible Preferred Stock for nine-tenths (9/lOths) of a share of Conaon Stock* thereafter and until and including March 1, 1941 (herein called the Third Conversion Period) at the rate of one (1) share of Convertible Preferred Stock for eight-tenths (8/lOths) of a share of Common Stock; and thereafter eo long as any Convertible Preferred Stock is cutstands ing (herein called the fourth Conversion Period) at the rate of one (1) share of Convertible Preferred Stock for seven-tenths (7/lOths) of a share of Common Stock. Am used in this subsection the term conversion rate current* at a particular time shall mean the above stipulated share or fraction of a share of Common Stock Into which conversion stay be made for th* respective conversion periods as defined in this paragraph. If at any tins or from tine to time while aay shares of Convertible Preferred Stock are outstanding, the Company shall issue or sell upon ori ginal issue thereof any Common Stock in addition to (a) 600,000 shares of Common Stock outstanding on April 24, 1936 and (b) shares issued upon conversion of Convertible Preferred Stock, at a price less than! $60.00 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, then and thereafter until another issue or sale upon original Issue of such additional shares of Coarson Stock, the amount of Common Stock to be issued in conversion of the shares of Convertible Preferred Stock shall be immediately Increased and if there be more than one issue or sale upon original issue, then such amount of shares of Common Stock to be issued in conversion shall thereupon be recounted (but never in any Conversion Period decreased below the conversion rate current for that period) so that the amount of shares of Common Stock to be issued in conversion of sharer of Convertible Preferred Stock shall never be less than a fraction represented by fifty (50), as the numerator, and the average consideration received or deemed to have beer, received, as herein provided, by the Company GLD022025 for each ahfire of Co bs ,on Stock theretofore issued, a* the denominator* for the purpose of computing such averagv consideration* (a) The 000,000 shares of Common Stock outstanding on April 24, 1936 and all shares of Common Stock issued in conversion of shares of Convertible Preferred Stock prior to the time of confutation shall he deemed to have heen issued at the above mentioned price in dollars current at the tine of computation, that is to say, $50 per share in the Pirst Conversion Period* $55.55 per share in the Second Conversion Period, $62.50 per share in the Third Conversion Period and $71,43 per share in the Pourth Conversion Period; (b) All additional shares of Comnon Stock issued by say of stock dividend or in exchange for outstanding shares of . Common Stock, but only to the extent of the excess in number over the shares retired, shall be deemed.to be issued for a consideration of no value; (c) All additional shares of Common Stock issued for money shall be deemed to be issued for a consideration equal to the money received by the Ooxpany therefor without deduc tion of such reasonable commission or discount as may have been paid for underwriting or marketing; (d) All additional shares of Common Stock issued for consideration other than money shall be deemed to have been issued for an amount equivalent to the average consideration (confuted as herein provided) received by the Company for all shares of Common Stock theretofore Issued; (e) In the event that while any shares of the Convertible Preferred Stock are outstanding the Company shall in any Conversion Period issue any shares or obligations of any character convertible into shares of Common Stock (in addi tion to the Convertible Preferred Stock herein provided for) at a price per comnon 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 shnreB or obligations shall be convertible shall be deemed, for the purpose of computation hereunder* to have been issued at such unadjusted conversion price available to such new shares or obligations. GLD022026 ft (f) Upon any such computation in each successive Conversion Period subsequent to the Pirst Conversion Period there shall he added to the actual consideration received upon issue of any shares of Common 8took under the fore going subdivisions (c), <d) and (e) in any preceding Con version Period, a percentage thereof necessary to equalise the same to the conversion rate current at the time of confutation, that is to say, In the Second Conversion Period ll.llllj* of actual consideration received therefrom in the First Conversion Period; in the third Conversion Period 25$ of actual consideration received therefrom in the first. Conversion Period and 12,5112$ of actual consideration received therefrom in the Second Conversion Period; and in the fourth Conversion Period 42,83$ of actual consideration received therefrom in the first Conversion Period, 28.5838$ of actual consideration received there from in the Second Conversion Period and 14.888$ of actual, consideration received therefrom in the third 'Conversion period. 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 neat following rsoomputation, if that shall happen in the same Conversion Period, the amount of shares . of Common Stock to he issued upon conversion of shares of Convertible Preferred Stock shall he such fraction of a share as is represented by fifty (60), as the numerator, and such average consideration per share so confuted, as the denominator. If such fraction so computed is less than the conversion rate eurrent at the time of computation, the shares of Convertible Preferred Stock shall he convertible into shares of Common Stock at the oonversion rate then current. In the event, while any of the shares of Convertible Preferred Stock shall remain outstaniing, of any capital reorganisation or re-* classification of the capital stock of the Company or of the oonsolidar ticn or merger of the Company with or Into another corporation or of the dissolution, liquidation or winding up of the Company or of the sale, lease, conveyance or transfer of all or substantially 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 according to the Company's records, at least twenty (20) days1 prior written notice thereof, and of the date as of or after which such GLOO 22027 S *. k * ?: <' Apt- ^ >^:.%vS577.1 V77^ ;; ;'t-%**>: . "Ti reclassification, reorganisation, coneolidntion, merger, dissolution, liquidation, winding up or sals, lease, conveyance or transfer shall take plaoe, as the case nay be, and. such notice shall also specify the date as of which shareholders of record shall be entitled to exchange their shares for other stock or securities of the Company pursuant to such reclassification or reorganisation or for such other stock or securities of the corporation resulting from ouch merger or consolidation or to receive their respective distributive shares in the event of such dissolution, liquidation, winding up or sale, lease, conveyance or transfer, as the case may be; to the end that during such period of twenty (20) days the holders of the shores of Convertible Preferred Stock ray at their option surrender such shares for conversion into shares of Common Stock and thereby be entitled in respect of the shares to which they shall be entitled upon such conversion to reoeive such distribution to the evtent that holders of shares of Common Stock may at the time be entitled to receive the same, Zu oae the Company at any time while any of the shares of Convertible Preferred Stock shall reaaln outstanding shall be consoli dated with or merged into any other corporation or corporations or shall soil 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 teres of such consolidation, merger, sale or lease that the holder of any shares of Convertible Preferred Stock nay thereafter reoeive in lieu of each share of Common Stock otherwise issuable to him upon conversion of his shares Of Convertible Preferred Stock, but at the conversion rate which would otherwise be in effect at the time of conversion as herein provided, the same kind and amount of securi ties (including in such term stock of any class or classes) or easels as may be issuable, distributable or payable upon such consoliiation, merger, sale or lease with respect to each share of Common Stock of. the Company; and after such consolidation, merger, ssle or lease the conversion ri^it of the holler of share* of Convertible Preferred Stock shall be to receive such securities or assets; provided that the rights of the holders of stores of Convertible Preferred Stock with respect to adjustment or increase In the current conversion rate of Common Stock upon conversion shall not survive or be of any effect after such consol idation or merger with or sale or lease to another corporation, Upon ary conversion of shsres of Convertible Preferred Stock into shares of Common Stock no adjustment shall be made for any dividends or. suck shares of Convertible Preferred Stock or for any dividends on the shares of Common Stock, GLD022028 She Company shall sot Issue fractional shares of its Common Stock in satisfaction of the conversion privilege of the Convertible Preferred Stock herein provided, but in. lieu of fractional shares the Company at its cption mey sake a cash settlement in respect tbsreto on the basis of the closing bid price of the Common Stock on the date of conversion, or may issue scrip certificates (exchangeable together sith other scrip certificates aggregating one or more full shares for stock certificates representing such full share or shares) for any fraction of a share, in form to be approved by the Board of Directors of the Company. Until the exchange thereof for certificates for full shares of Common Stock, the holder of such scrip certificates not be entitled to receive dividends thereon, to vote with respect thereto or to have any other rights by virtue thereof as shareholders of the Conpany except such rights, if any, as the Board of Directors mey,in its absolute discretion, confer upon the holder of such scrip, certificates in the event of the dissolution of the Oocp&ny* Any holder of shares of Convertible preferred Stock desiring to exercise the right of conversion herein provided, shall surrender to the Company at one of its then Stock Transfer Agencies for the shares of Convertible Preferred Stock, the certifioate(s) for the share or shares of Convertible Preferred Stock so to be converted, duly endorsed for transfer to the Company. In case any of such shares of Convertible Preferred Stook shall have been called for redemption, the same shall, nevertheless, be so convertible upon such surrender for such purpose, at any time prior to the date of redemption. The conversion right of holders of shares of Convertible Preferred Stock shall be doomed to have been exercised and the holders exercising the same to have become holders of record of shares of Coanon Stock of the Company for ell 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 cf Common Stock into vklck converted and of cash adjustments or scrip, if any* The Company shall pay any and all taxes which may be imposed ir. respect of the issuance and delivery of shares of Comon Stock upon conversion of shares of Convertible Preferred Stock, pursuant to the provisions of thle section; provided, however, that the Company shall not be required, in any event, to pay any transfer or other taxes by reason of issuance of such shares of Coanon Stock in a name or names other than the name of the holder of the share or shares of Convertible Preferred Stock surrendered for conversion. GLD022029 The Company shall at all times reserve and keep available, out of its authorised and unissued stock, solely for the purpose of effecting the conversion of shares of Convertible Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Convertible Preferred Stock then outstanding* The Company shall from time to time, in accordance with the laws of the State of Ohio, increase the authorised amount of its shares of Common Stock if at any time the number of shares of Common Stock remaining unissued shall not be suf ficient to permit the conversion of all of the then outstanding shares of Convertible Preferred Stock. Ttgon the conversion of shares of Convertible Preferred Stock under the provisions of this subsection, the shares of Convertible freterTei Stock surrendered pursuant to such conversion shall be cancelled and not again reissued* (7) suascr.imox aiders. Ho holder of Convertible Preferred Stock shall be entitled as such as a matter of right to subscribe for or purchase any part of any new or additional issue of stock, or securi ties convertible into stock of any class whatever whether now or hereafter authorised and whether issued for cash, property, service* or otherwise. <8) LI<piDlTXOS AED D1S80KJ7I0H. In the event of any liquida tion, dissolution or winding up of the affairb of the Company or say distribution of its capital whether voluntary or involuntary the holders of the Convertible Preferred Stock snail be 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^ before any payncat is made to the holders of the Common Stock. .After such payment to the holders of the Convertible Preferred Stock the remaining assets funds of the Company shall be -divided and distributed, among the holders of the Common Stock then outstanding according to their respective shares. Section 4. The terns and provisions of the Common Stock are as follows! (1) The holders of the Common Stock shall be entitled at all times to one vote for each such share subject, however, to the voting rights vested in the holders of the Convertible Preferred Stock as hereinbefore provided, (2) The holders of the shares of Common Stock shall have r.o preemptive right to purchase or have offered to them for purchase any of the shares of Co^xr. Stock which at ary time shall be required GLOO 22030 for issuance La satisfaction of the conversion rights of the holders of outstanding shares of Convertible Preferred Stock. (3) 3he authorisation in the Banner provided by law of any new class of shares ranking senior to the Common Stock at to dividends or assets and with terms and provisions determined in accordance with law, or the increase in the authorised number of shares of any class shall not be deemed to be an alteration of the terms and provisions of the Common Stock* TlYTBi The amount of stated capital of the Company shall be One Hundred Dollars ($100*00) for each share of Prior Preference Stock and Pive Dollars ($5.00) for each share of Common Stock now outstanding, asking an aggregate of Ten Killian Pive Hundred Thousand Dollars ($10,500,000*00) at the time of the filing of these amended Articles, SIXTH: The shares of Common Stock may be issued at any time or from time to time for such consideration in cash or property aa may be fixed from time to time by the Board of Directors without shareholders * action, which Board is also authorised to determine what portions of such consideration shall be allotted to stated capital and surplus respectively and said Board may also determine the fair value to the Cospany of uonslderat ions other than money where such fair value can be immediately or readily determined, and where such fair value cannot be so immediately or readily determined to approve such consideration. SinQMHs Shareholders shall possess no preemptive or other rights in fractional shares whether resulting from the declaration and payment of dividends in shares or otherwise howsoever, and as to such fractions the Board of Directors is authorised to sell and dispose of the same from time to tints for such amount of consideration as it may fix and determine without shareholders* action. HOSTS: Yithout derogation from any other power to purchase shares of the Coapaiy aa permitted by la*, the Board of Directors my purchase any issued shares to the extent of surplus in the manner per mitted by law* KIKTE: These amended Articles shall supersede and take the place of the heretofore existing Articles of the Coqpany. 6LD022031  VV iV' IS tXTHXBS VSXBSar, The Giidden COEpeny has caused lit name to bs her*- unto subscribed by B. B. Horsbur^h, it* Vice-President, end lit corporate teal to be hereunto affixed, attested by Clifton U. Kolb, itt Secretary, this day of April, 1936. SSI (HIDDEN COUPAST By Vice-Fre Bident, Attest* Secretary. S1ULTI or OHIO ) ) 6St ODTAEoai c c x j k t t ) We, B. E. Eorsburgh, Vice-President, and Clifton K. Kolb, Secretary, of The Giidden Company, an Ohio corporation, do hereby certify and acknowledge that the foregoing asendei Articles were authorised and adopted by the vote of the holders of shares of said corporation entitling the* to exercise twothirds of the voting power of the corporation on such proposal (the Articles requiring no other vote) at a meeting thereof duly called and hold at the principal office of the corporation in the Oity of Oleveland. Ohio, on the day of April, 1936, and as such offiosrs we wore authorised by such affirsiatlve vote to file suah amended Articles in the offloe of the Secretary of State of Ohio to supersede and to take the place of the heretofore exist ing Articles. Sworn To before me and Subscribed and Acknowledged in ay presence by the above named B. E-> Eorsburgh and Clifton U. Kolb, Vice-President and Secretary, respectively, of The Glidden Cospany, this day of April, 1936. My Com. Kxp., Hot ary Public. GL DO 22 03 2 > mm /*v c ' -V W K- RESOLVED that the President or a Vice President and the Secretary or an Assistant Secretary of this Company he and they are hereby authorised and directed to execute and file such Amended Articles in the office of the Secretary of State of the State of Ohio, The foregoing resolutions were thereupon discussed, whereupon the shareholders proceeded to ballot upon their adoption or rejection the chairman requested the inspectors to receive and count the votes cast at the which mas accordingly done, fba inspectors thereupon sub* Bitted their report, certifying that the holders of 637,64? shares of the Common Shares of the Cospany had cast their ballots in favor of the adoption of such resolutions ouu that the holders of no shares had oast their ballots against the adoption of the ease. The Senior Vice President thereupon stated that Mid resolu tions had received tli* affirmative vote of the holders of Oonaon Shares (being the only olass of shares entitled to vote on the proposal to amend the Articles of Incorporation or adopt Amended Articles) entitling them to exercise two-third* of the voting power of the Company on such proposal and declared eaid resolutions duly adopted according to lam, Upon motion duly carried the report of the inspectors mas ordered annexed to the mlnate* of this meeting and made a part hereof, which mas accordingly done, the same being marked Exhibit *C.* Attention mas then directed to the provisions of the Under writing Contract heretofore authorised by the Board of Directors with respect to the proposed offering of the Convertible Preferred Stock to GLD022033 the holders of the gomnon Share* and to the extent that such Convertible Preferred Stock i$xt not he taken by the Common shareholders, a proposed offering of the untaken portion thereof to the holders of the Prior Pref erence Stock and the redemption on July 1, 1936 of the unexchanged portion of the Prior Preference Stock* After discussion the following resolution* vers on motion duly &da, seoonded, put end unanimously carried, adopted* SJ&SOhYE) that upon the filing in the office of the Secretory of State of the State of Obi of Amended Article* m adopted at thie meet ing the Board of Directors of this Conanjr be and it is hereby authorised to take such action m it may deem necessary or proper in order to cause--- C1 an offer of the 00,000 share* of Convertible Preferred Stock to be Bade to the holder* of th* Coaqpany** outstanding Commo Shares at ' ; th# price of $5,50 p*r h*n in the preporr ' tion of one share of Convertible Preferred Stock for each four shares o? Soaaioa Stock m outstanding; -- (b) to the extent that such Convertible Referred Stock is not token by the Coanon shareholder* an offering of such untaken Convertible Pre ferred Stock to be mM pro rata to the holders of the Drier Preference Stock for exchange (at of July 1, 1936) at the rate of two shares of Convertible Preferred Stock for each share of Prior Preference Stock, such offer to be &* concurrently with the offer to the holder* of the Cession Shares; and (c) a call for redemption to be made of the outstanding and unexchanged Prior Preference Stock on July 1, 1936 at the redemption price of $105 per share plus accrued and unpaid dividends such action being hereby approved, subject, however, to the Company receiving a finr. coualtment from responsible underwriters to purchase all of the shares of Convertible Preferred Stock not taken by the holders of Common Shares and the holders of Prior Preference Shares as provided in paragraphs (a) and (b) above; and GLD02P034 RESOLVED that the Board of Directore of thie Company and its officers he and they hereby ere Authorized and eshowered to take all action in their judgment necessary or proper to carry out the intent and purport of the resolutions this day adopted. On motion duly carried, the foliosing resolution was there upon adopted! RESOLVED that this meeting recess until two o'clock P, M, this day and that when the Amended Articles adopted at thie meeting shall hare been filed in the office of the Secretary of State of the State of Ohio, then this meeting shall stand adjourned until July 2, 1938 at eleven o'clock A., M, Pursuant to tbs recess taken as set forth in the foregoing resolution the meeting reconrened at two o'clock P. H. Mr, E. E, Sorsburgh, the Senior, floe President of the Company, again presided and the records were kept by the Secretary, Mr, Clifton k. Kolb, The share* represented were as follows* By proxies on file, Same of Proxy R, E. Korsburgh R. 1, Levenhegen ftafoffT Of. 537,547 -Sfcattl The Secretary reported th&t the Amended Articles referred to in the foregoing resolutions hud been filed in the office of the Secrotary of State of the State of Ohio, in Volume 438, page 195* The chairman then announced that pursuant to the resolution aforesaid the meeting stood adjourned until July 2, 193 at eleven o'clock A. M, GLD022O35