Document Gm8KjrBRE6kkNvK590M0jEvGr

PLAINTIFF'S EXHIBIT USG-15I0 BY-LAWS of the UNITED STATES GYPSUM COMPANY 9 As Amended Kovember 13, 1935 And Revised Through March U, 19U2 83006 0218 o BY-LAWS of the UNITED STATES GYPSUM COMPANY As Amended November 23, 1&35 And Revised Through March U, 1W2 ARTICLE I. omcss, The principal office of the corporation in the State of Illinois shall be located in the City of Chicago, in the County of Coot. The corporation may bate such other offices, either within or with out the State of Illinois, as the business of the corporation may require from time to time. ARTICLE II. SHAREHOLDERS, ANNUAL MEETING. Section 1. The annual meeting of the shareholders shall be held on the first Vedaesday of March in each year at ten o'clock in the loreaoon for the purpose of electing directors and for the trans action of such other business as may come before the meeting. If the day fixed for the annual meet ing shall be a legal holiday, snch meeting shall be held on the next succeeding day which is not a legal holiday. If the election of directors shall not be held on the date designated herein for such annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. SPECIAL MEETINGS. Section 2, Special meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, by the President, by the Board of Directors, or by the holders of not less tnac onefifth 0/5) of all the outstanding shares of the corporation. (As amenced November 12, 1936.) PLACE OF MEETINGS. Section j. All meetings of the shareholders, whether annual or special meetings, shall be held at the registered office of the corporation in Chicago Illinois, or at such other place in the said City of Chicago as may be stated in the notice of ibe meeting. NOTICE OF MEETINGS. Section V. Vritten or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (101 nor more than forty (40) days before toe cate of toe meeting, either personal ly or by mail, by or at the direction of the Chairman of the Board of Directors, the President, or the Secretary, or toe officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailec, such notice shall be deemed to be delivered when deposited in the United States mail m a sealed envelope addressed to the snareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. (As amended November 12, 1936.) QUORUM. Section 5. A majority of the outstanding shares of the corporation represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders; provioed, that if a quorum, shall not be present at any meeting a majority of the shares sc represented at such meeting may ad journ the meeting from, time to time viinout further notice of any kind. At ar adjourned meeting at which a quorum shall be present any business may be transacted which might nave been transacted at the first session of the meeting prior to adjournment had a quorum then beet present. -1- LH 0 0 6 0 2 1 9 ORGANIZATICK OF MEETING. Section 6. The Chairman of the Board of Directors, or in his absence, the President of the cor poration, or in his absence, the Vice Presidents in the order of their election, or in the absence of the Chairman of the Board of Directors, the President and all Vice-Presidents, the Chairman of the Executive Committee, shall preside as Chairman at all meetings of the shareholders. In the absence of all of said persons, the meeting shall select a stockholder present at the meeting to act as Chairman. The Secretary of the corporation, or in his absence, the Assistant Secretary, shall act as Secretary of all meetings of the shareholders, and in the absence of both the Secretary and the Assistant Secretary, the Chairman shall appoint some other person to act as Secretary of the meeting. (As amended November 12, 1836.) PROXIES. Section 7. At all meetings of the shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. No proxy shall be valid after eleven (111 months from the date of its execution, unless otherwise provided in the proxy. VOTING OF SHARES. Section 8. Each outstanding share, regardless of class, shall be entitled to one vote os each matter submitted to a vote at a meeting of shareholders. In all elections for directors every share holder shall have the right to vote in person or. by proxy, for the number of shares owned by him, for as many persons as there are directors to be elected, or to cumulate said shares and give one candi date as many votes as the number of directors to be elected multiplied by the number of bis shares shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. VOTING OF SHARES BT CERTAIN HOLDERS. Section S. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provisions, as the Board of birectors of such corporation may determine. Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him witnout a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by sucn receiver without the transfer thereof into his name if authority so to do be contained in ?n appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be en titled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of stock of this corporation belonging to the corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time, but such shares held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. VOTING LISTS. Section 10. The officer or agent having charge of the transfer books for the shares of the cor poration shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to snch meeting, shall be kept on file at the registered office of the corporation (and also at the principal office of the corporation if the registered office and the principal office shall not be identical) and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. CLOSING OF TRANSFER BOOKS. Section 11. The Board of Directors may close the stock transfer books of the corporation for a period not exceeding forty (40) and not less than tea (101 days prior to the date of any meeting of the shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any exchange or reclassification of shares shall be effective; or, in lien thereof, may -2- B3006 0220 fix it advance date, not exceeding lorty UO) and no: less itac ten (10) days prior ic the date of soy meeting of the scareholcers, or to t ct date for tne payment cf acy dividend or for tbe allotment of riftiE, or to the cate wfiet acv exchange or reclassification of scares shall be effective, as tbe record cate for tbe oetermmatlot of starecolaer6 eititled to notice of, or to vote at, suet meeting, or sbarenoloers entitled to receive payment ol aiy suet civioead or to receive any such allotment of rights, or to exercise rights ic respect of acy exchange or reclaseificat1on of stares; atd tbe ecaretolders of record ot suet date stall be tbe sbaretclders ectitled to notice of, and to vote at, suet meeting, or to receive payment of suet dividenos, or to receive suefc allotmect of rights, or to exercise sucb rights it tbe eveut of aL exchange or rec lass i f icat 1 ot of stares, as tbe case may be. In tbe absence of otter express provision made tberefor by resolution of tbe Eoarc of Directors, tbe record date for tbe determination of shareholders entitled to notice of and to vote at tbe annual meeting of shareholders stall be tne second Friday in February; provided, that if tbe second Friday 1c Februar) snail be a legal boiicay, suet record date stall be tbe first preceding day which xs not a legal holiday. If tbe transfer boots are not closed and no record cate is fixed by tbe Board of Directors vitt respect to aty special meeting of tie shareholders, tbe oate on which notice of suet meeting is mailed stall be oeemed to be tbe record date for tbe deiemu i ion of shareholders en titled to vote at suet meeting. Transferees of shares vbict are transferred after tbe record date of acy meeiinf stall not be entitled to notice of or to vote at sucb meeiinf. ARTICLE III. DIRECTORS. GENERAL POWERS. Seciior. 1, Tbe business and affairs of tbe corporation shall be managed by the Board of Di rectors. The Board may exercise all sucb powers of tbe corporation and'do all suet lawful acts and things as are not by statute directed or required to be exercised or done by tbe shareholders. NUMBER, TENURE, AND CLASSIFICATION. Seciior, 2. The Board of Directors shall consist of fifteen (15) persons. Each director shall bold office for tbe term for which he i6 elected or until tis .successor snail have been elected and qualified. Tbe existing division of the directors into three (S) classes of five (5) directors each snail continue, tne term of office of one class expirinf at the time of each annual meeting, at which meeting the successors to tbe directors of the class wnose terns shall then expire shall be elected to hold office until the third succeedinr aqnu&l meeting-. REGULAR MEETINGS. Section 3. Regular meetings of the Board of Directors shall be held immediately after tbe annual meeting of shareholoers in each year, and at ten o'clock in the forenoon upon the second Wednesday it tne months of May, August and November ic each year. I: the cay fixed for any such regular meet ing shall be a legal holiday tte meeting shall be held on the next succeeding aay vnich is not a legal Holiday. SPECIAL MEETINGS. Seciior, u. Special meetings cf the Board of Directors may be called at any time by tbe Chairman of tne boarc of Directors, tne President of the corporation or by cot less tear one-tbirc of tat directors teen in office. IAs amended November 12. 1S3.) PLACE OF MEETINGS. Seciior. 5. All meetings of the Board of Directors, whether regular or special meetings, shall be held at tbe principal office of tne corporation ic Chicago, Illinois; provided, however, that special meetings may be oeld at such other place, eitnor witcis or without the State cf Illinois, as tbe board of Directors may frorr. time to time determine by resolution, or as may be fixed m the call and notice of such special meeting, or as may be fixed in a waiver cf notice signed by all cf the directors. NOTICE OF MEETINGS. Seciior. f. No notice of the holding of any regular meeting of tbe Board of Directors shall be required. Written notice of acy special meeting shall be given by mailing same to each director not -3- C? gb ^ O O f\j less than ten 1101 days before the date of the meeting, or by telegram or cable not less than four (4) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when de posited in the United States mail in a sealed envelope addressed to the director at his address as it appears on the records of the corporation, with postage tnereon prepaid. If such notice is given by telegraph or cable, same shall be deemed to be delivered when delivered to any telegraph company with charges prepaid and addressed to the director at his address as it appears on the records of the cor poration. attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. QUORUM. Section 7. A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice of any kind. The af firmative vote of at least a majority of all the directors for the time being in office shall be necessary for the passage of any resolution. VACANCIES. Section 8. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of the shareholders called for that purpose, A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. ORGANIZATION OF MEETING. Section 9, At all meetings of the Board of Directors, the Chairman of the Board of Directors, the President, the Vice-Presidents in the order of their election, the Chairman of the Executive Committee, and the Chairman of the Finance Committee (in the order above named in the absence of his predeceasorl shall preside as chairman. In the absence of all of said persons, the meeting shall select a director present at the meeting to act as chairman. The Secretary of the corporation, or in his absence the Assistant Secretary, shall act as secretary of all meetings of the Board of Directors, and in the ab sence of both the Secretary and the Assistant Secretary the Chairman shall appoint some other person to act as secretary of the meeting. (As amended November 12, 1936.) APPROVAL OF CONTRACTS. Section 10, The Board of Directors, in its discretion, may submit any contract or act for approval or ratification by the shareholders at any annual or special meeting of the shareholders, and such con tract or act so approved or ratified by the vote of the holders of a majority of the capital stock of the corporation shall be as valid and binding upon the corporation and upon all of the shareholders as though it had been approved or ratified by all of the shareholders of the corporation. COMPENSATION OF DIRECTORS. Section H. Directors as such shall not receive any salary tor their services, except that each director not otherwise employed by the corporation shall be entitled to such remuneration as the Board of Directors or the Finance Committee shall determine. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. (As amended May 10, 1939.) ARTICLE IV. FINANCE AND EXECUTIVE COMMITTEES. FINANCE COMMITTEE. Section I. (a) The Board of Directors, by resolution adopted by a majority of the whole Board, shall annually at their first meeting after the annual meeting of shareholders designate seven (7) directors to constitute the Finance Committee, of which the Chairman of the Board of Directors and the -4 - 90088 89006 0223 President shall be members. So far as practicable, each of the remaining fire (5) members of the Finance Committee shall be persons of experience in financial matters. Tbe said Committee shall have and exercise all of the authority of tbe Board of Directors during the intervals between the meetings of tne Board of Directors with respect to the management of the financial affairs of the corporation, including its purchases of property; provided, however, that subject to specific directions from the boaro of Directors no real property shall be acquired for the corporation by the Finance Committee except upon tbe prior recommendation of the Executive Committee. (As amended Novemoer 12, 1936.1 lb) Tbe General Counsel, Treasurer, Auditor, and Secretary and their respective offices shall be under the supervision of the Finance Committee. \ /' y EXECUTIVE COMMITTEE. Section 2. The Board of Directors, by resolution adopted by a majority of the whole Board, shall annually at their first meeting after the annual meeting of shareholders designate fire (5) directors to constitute the Executive Committee, of which the Chairman of the Board of Directors and the Presi dent shall be members. So far as practicable, each of the remaining three (SJ members of tbe Execu tive Committee shall be persons having personal experience in the conduct of the business is which the corporation is engaged. The said Committee shall have and exercise all of the authority of tbe Board of Directors during the intervals between the meetings of the Board of Directors in tbe manage ment of the corporation, excepting the discharge of officers elected by the Board of Directors and matters herein specifically included within the powers of the Finance Committee. (As amended November 12, 1936. 1 Vy\ .- GENERAL PROVISION Section 3. (a) The Finance Canmittee and the Executive Comittee shall each elect its own chair man, who shall serve as such during the pleasure of the Comittee, and each Committee shall fix its own rules of procedure; provided, however, that the Board of Directors may at any meeting elect the chairman of either the Finance Comnittee or the Executive Committee to serve until the regular meet ing of the Board of Directors to be held immediately after tbe next annual meeting of the shareholders. The said Comniitees shall meet when and as provided by such rules of procedure or by resolution of the Board of Directors. The presence of a majority of the members of the Comittee shall in every case be necessary to constitute a quorum for the transaction of business, and the affirmative vote of a majority of all members of the Committee shall be necessary for the adoption of any resolution or the taking of any action. (As amended March 4, 1942.) (bl The Board of Directors shall have power to remove from office any member of said Finance and Executive Comittees aud fill vacancies in said Comittees by election from the directors. It shall b? the duty of the Board of Directors to keep the membership of each Canmittee filled at all times. (c) Upon request of the Board of Directors, the Finance Committee and the Executive Comnittee shall report any action taken by such Committee or Comittees, and all actions of said Committees shall be subject to revision or alteration by the Board of Directors by a majority vote of the entire membership of the Board; provided, however, that no then existing rights of third parties shall be affected by any such revision or alteration. (d) Regular minutes of the proceedings of the Finance Committee and the Executive Committee shall be kept in a book provided for that purpose. (e) Tbe members of tbe Finance Comittee and the Executive Committee shall receive such compensation for their services as from time to time shall be fixed by the Board of Directors. ARTICLE V. OFFICERS. GENERAL PROVISIONS. Section 2. The officers of the corporation shall be a Chairman of the Board of Directors, a President, one or more Vice-Presidents, a Treasurer, a Secretary, a General Counsel, and one or more Assistant Treasurers and Assistant Secretaries; provided, however, that the Board of Directors may, in its discretion, leave unfilled for any such period as it may fix by resolution any offices except those of President, a Vice-President, Treasurer, and Secretary. The Board of Directors may, from time to time, appoint such other officers as it shall deem necessary, and the officers so appointed shall have suck authority and perform such duties as from time to time may be prescribed by resolu tion of tbe Board of Directors. The offices of Treasurer and Secretary may be held by the same person. (As amended November 12, 1936.) 83006 0224 -5 ELECTION. Section 2. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled, or new offices created and filled, at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until bis death, resignation or removal in the manner hereinafter provided or until the Board of Directors shall by resolution determine that the office 6hall be left unfilled. The Chairman of the Board of Directors and the President shall be chosen from the members of the Board of Directors. (As amended March 4, 1686 and November 12, 1936.) REMOVAL. Section 3. All officers or agents elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Finance Committee shall have power to suspend the General Counsel, the Treasurer, the Secretary, or the Auditor, and to remove any one in their respective departments. All officers, agents and employes other than officers elected or appointed by the Board of Directors, shall bold office at the discretion of the Committee or officer electing or appointing them. THE CHAIRMAN OF THE BOARD OF DIRECTORS. Section Lt. The Chairman of the Board of Directors shall be the principal executive officer of the corporation and shall have general charge of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall preside at all meetings of the shareholders and of the Board of Directors of the corporation, and by virtue of his office shall be a member of the Finance Ccmmittee and the Executive Committee, He may sign and execute in the name of the corporation all authorised contracts, bonds or other authorized corporate obligations or instruments. He shall perform such other duties as may be prescribed by the Board of Directors from time to time. (As amended November 12, 1936.) THE PRESIDENT. Section 5. The President shall have direct and active charge of the business and affairs of the corporation under the direction of the Chairman of the Board of Directors and subject to control of the Board of Directors. He shall, by virtue of his office, be a member of the Finance Committee and the Executive Committee. He may sign and execute in the name of the corporation_all authoris.e_d._CQntracts, bonds or other authorized corporate obligations jur instruments. ~and. with the Secretary or Assistant Secretary, shall'sign all certificates of the capital stocEof the corporation. He shall, in general, perform all other duties incident to the office of President and such duties as may be prescribed by the Board of Directors from time to time. In the event the office of Chairman of the Board of Directors shall be left unfilled at any time by the Board of Directors, or in the absence of the Chairman of the Board of Directors or in case of his inability or refusal to act, the President shall perform the duties and shall have and exercise all the powers of the Chairman of the Board of Directors. (As amended November 12, 1936.) THE VICE-PRESIDENTS. Section 6. In the absence of the President or in the event: of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their electionl shall perform the duties of the President, and when so acting shall have and exercise all the powers of the President, Each Vice-President may sign and execute in the name of the corporation, all ajithorjzed contracts, bonds or other authorized cornorat^-oFIIgatioaS--or_i_asLruments. tach Vice-President shall have such powers and shaiT~perform such duties as may be assigned to him by the Board of Directors from time to time. (As amended November 12, 1936.) THE GENERAL COUNSEL. Section 7. The General Counsel shall be the chief consulting officer of the corporal ion in all legal matters, and, subject to the Board of Directors or the Finance Committee, shall have general control of all matters of legal import concerning the corporation. (As amended November 12, 1936.) 6 85006 0225 THE TREASURER. Section 8. The Treasurer stall have charge aud custody ol all funds and securities of the cor poration. When necessary or proper he shall indorse tor collection on behalf of the corporation checks, notes and other obligations, and shall deposit the same to the credit of the corporation in such back or banks, or other depositary, as from time to time may be designated by the corporation; he shall have power to sign all receipts and vouchers for payments made to the corporation, and to sign checks made by the corporation and to pay out and dispose of the same. He shall sign with the Chairman of the Board of Directors, or the President, or such other person or persons as may from time to time be authorized so to do, all bills of exchange and promissory notes of the corporation. He shall enter regularly in books of the corporation to be kept by him for that purpose, full and accurate account of all moneys received and paid by him on account of the corporation, and, whenever required by the Board of Directors or the Finance Committee, he shall render a statement of his cash account. He shall at all reasonable tunes exhibit bis books and accounts to any director of the corporation upon application at the office of the corporation during business hours; and be shall in general perform all acts incident to the office of Treasurer, subject to the control of the Board of Directors or of the Finance Committee. The Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors or the Finance Committee shall require. (As amended May 10, 1939.) THE SECRETARY. Section S. The Secretary shall keep the minutes of all meetings of the shareholders aod di rectors in books provided for that purpose, and shall also keep the minutes of all meetings of the Finance Committee and Executive Committee unless otherwise directed by such Committees or either of them; he shall attend to the giving of all notices in accordance with the provisions of these By-Laws or as provided by law; be shall be custodian of the corporate records and of the seal of the cor poration; he may sign with the Chairman of the Board of Directors, or the President or a VicePresident in the name of the corporation all authorized contracts and may affix the corporate seal thereto; he shall have charge of the stock certificate books, transfer books, stock ledgers, and such other books and corporate records as the Board of Directors or the Finance Committee may direct, all of which shall at all reasonable times be open to examination by any director upon application at the office of the corporation during business hours; he shall sign with the President or a VicePresident all certificates for shares of the capital stock of the corporation; and he shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors or of the Finance Committee. (As amended November 12, 1936.) ASSISTANT TREASURER AND ASSISTANT SECRETARY. Section 10. In the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer shall perform the duties of the Treasurer and, when so acting, shall have and exercise all the powers of the Treasurer. If required by the Board of Directors, the Assistant Treasurer shall give a bond for the faithful discharge of his duties, in such sum and with such surety or sureties as the Board of Directors or the Finance Committee shall require. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary shall perform the duties of the Secretary and, when so acting, shall have and exercise all the powers of the Secretary. (As amended November 12, 1936.1 VOTING SHARES OF OTHER CORPORATIONS. Section 11. Unless otherwise ordered by the Board of Directors, the President or such person as he may appoint shall have lull power and authority in behalf ol the corporation to attend any meeting of shareholders of any corporation in which this corporation may hold stock, and to vote the shares held by this corporation at any such meeting, and to possess and exercise any and all the rights and powers incident to the ownership of such shares which this corporation, as the owner thereof, might have possessed and exercised if present at such meeting. The Chairman of the Board of Directors may at any time he shall elect exercise the power of voting shares of stock by this Section granted to the President or appoint the person to so vote the same. (As amended November 12, 1936.) SALARIES. Section 12. All salaries and compensations or changes therein, paid or payable by the corpora tion to the Chairman of the Board of Directors, President, Vice-Presidents, Secretary and Treasurer shall be fixed by the Board of Directors or the Executive Committee, except the salaries, if any, drawn by members of either the Executive Conmittee or .the Finance Ccfrriittee, for their services as members of such Committees, which salaries shall be fixed by the Board of Directors. No member of any committee shall at any time vote upon his own salary. (As amended November 12, 1936.) - 7- 9ZZO 90088 ARTICLE VI. CERT IFICATBS FOR SHARES DIVIDENDS CORPORATE SEAL. CERTIFICATES FOR SHARES. Section I, Except as may be specifically required by law, certificates representing shares of the corporation shall be in such form, consistent with the Articles of Incorporation, as may be deter mined by the Board of Directors. The certificates shall be signed by the President or a VicePresident, and also by the Secretary or by an Assistant Secretary, and shall be sealed with tne seal of the corporation. Such seal may be facsimile. Where such certificate is countersigned by a transfer agent other than the corporation itself or an employe of the corporation, or by a transfer clerk and registered by a registrar, the signatures of the President or Vice-President and the Secretary or Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the cor poration with the same effect as if such officer bad not ceased to be such at the date of its issue. All certificates shall be consecutively numbered and the name of the person owning the shares repre sented thereby, with the number of such shares and the date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares of the same class has been surrendered and canceled, or properly accounted for in case of a lost certificate. TRANSFER OF SHARES. Section 2. Shares of the capital stock of the corporation shall be transferred only on the bookB of the corporation by the registered holder thereof in person, or by his duly authorized attorney, upon the surrender for cancelation of certificates for a like number of shares, or in the case of lost or destroyed certificates upon receipt of a bond satisfactory to the Board of Directors or the Finance Committee. REGULATIONS. Section 3. The Board of Directors shall have power and authority to make all such further rules and regulations as it may deem expedient concerning the issue, transfer and registration of certifi cates for shares of the capital stock of the corporation. The Board of Directors may appoint one or more transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of a transfer agent and of a registrar of transfers. DIVIDENDS. Section U. The Board of Directors may declare dividends frcm time to time on its outstanding shares in the manner and upon the terms and conditions provided by law, and by these By-Laws. The dates for the declaration of dividends upon the preferred stock and upon the cannon stock of the corporation, shall be the days by these By-Laws fixed for the regular meetings of the Board of Directors, in the months of March, May, August, and November, in each year, on which days the Board of Directors, in its discretion shall declare, wbat, if any, dividends shall be paid upon the preferred stock and the common stock, or either of such stocks, but nothing herein contain ed shall prevent the Board of Directors from declaring a special dividend or dividends upon the common stock of the company either in cash or in stock at any special meeting of the Board of Directors. All dividends declared upon the preferred stock shall be payable on or before the first day of the month next succeeding the month following that in which declared, provided the quarterly dividend which may be declared at the regular meeting of the Board in the month of March shall be made payable on or before the first day of the following month. Where any such day is a legal holiday, then said dividends may be made payable on or before the next day following which is not a legal holiday. All dividends declared upon the cocimon stock shall be payable at such times and in such manner as the Board of Directors may direct. The Board of Directors shall not be required to declare a dividend of the whole of the accumulated profits of the corporation or pay the same to the shareholders on demand. CORPORATE SEAL. Section 5. The Board of Directors shall provide a suitable seal, containing the name of the corporation, which seal shall be in charge of the Secretary, and when so directed by the Board of Directors or by the Finance Committee, a duplicate of the seal may be kept and used by the Treasurer, or by the Assistant Secretary or Assistant Treasurer. 8 B8006 0227 ARTICLE VII. WAIVER OF NOTICE. Whenever any notice whatsoever is required to be given under the provisions of these By-Laws, or under the provisions of the Articles of Incorporation, or under the provisions of the Business Corporation Act of the State of Illinois, & waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE VIII. AMENDMENTS. The Board of Directors shall have the power to make, amend and repeal the By-Laws of the corporation by vote of a majority of all the directors, at any regular or special meeting of the Board; provided that notice of intention to make, amend or repeal the By-Laws, in whole or in part, shall have been given at the nett preceding meeting; or without any such notice by a vote of twothirds (2/31 of all of the directors. o B8 0 0 6 0 2 2 8 / l\ -9 -