Document aJqL362kYvkwDwKLKwnqBQzDM
A special masting of the stockholder# of She Oliddan Oorapany w m hold at the principal office of the Company, Madison Avenue and Berea Road* Cleveland, Ohio, on Thursday, August 8, 1929, at tan O'clock A.M., pursuant to a call of tha Board of Director*.
Mr* Adrian D. Joyce, Prssldent, called tha meeting to order and presided, and Mr. R. B. Horsburgh, Secretary# kept the alnutee of the meeting.
The Secretary thereupon submitted a opy of a letter dated June 87, 1929 ad&reaeed to the Prior Preference Stockholder* of, The SlidAen Company and a eopy of a letter dated June 87# 1989 addreeaed to the Common Stockholders of the Company, which letters contained reooaaendati oat of the Board with respect to mending the purpose dense of the Artlolea of Incorporation# increasing the Ccaaofa stock of the Company, and the proposed disposition of the increase la the Goman stock. Ee also submitted the notices of this stockholders* Meeting.
The Secretary stated that the statutes of the State of Ohio provide that the amendment of the purpose clausa of the Articles ef Incorporation oust he approved by a two-thirds vote of Ccmon stook and by a majority of any other class of stock, even though such latter class Is not otherwise entitled to vote} therefore, it was naoeeesry to send a special notice to the Prior Preference Stockholders of the Company relative to the asaendaent of the purpose clause, and secure their proxies. 8s stated further that the letter to the Cocoon stockholders covered both the increase in the Common Capital Stook and the amendment of the purpose elans# of the
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Article of Incorporation. So aleo oubnlttad aa affidavit to tbo offaet that a eop/ of aaoh lottor had hooa aallod to oaeh Oonoon aaA prior Prafaronoa 8toclholdar of racord at of tha oloea of butlnatt Jnat 8tv 1929.
Opon notion duly na&a aad carriad, a copy of ouch aotioo tad ttaa affidavit aferotald vara ordarad to ba annaxad to tha oiautaa of tbia Mating aad aada a part haraof*
Upon aotioa duly oarriod, Ha2ara. Salght P. Joyce aad
I. J. O'prian, and Clifton M, Xolb, vara alactad at inapaotora, aad ) tharaupoc oartlfiad llata of tha holdara of tha Ooeatoa and Prior Praforamoa
stock of tha Oampany at of tha clott of botlaatt dona 34, 1929 vara
delirerad to such inapaotora. tha iaapaetora than proeaadad to atoartala
tha amount! of Oommon aad Prior Prafaranoa stock praaamt aad rapraaaatad
at tha oaatiag, and vhila availing thalr raport tha Coalman oada a brlaf
atataaant at to tha p'jrpoaat of tha matting and tha ganaral flaanoial
oonditioo of tha Ocopany.
tha inapaotora having announced that thay vara raady to --v*
thalr raport, upon aotioa duly aado aad oarriod tha tana vat received.
Shoy raportad tnat at thovn by tha llata tha outstanding oapdtal steak of
tha Company vaa at followai
Oc--on Stock
- 600,000 tharaa
Prior Prafaranoa Stock * 74.443 tharaa
total
* 674,443 tnnrat
too inapaotora further reportad that thara vara present in paraon aad
rapratantad by proxy tha follovis^ amounts of atooki
Cannon Stook
- 419,667 thnret
Prior Prafaranoa Stock - 62.668 tharat
total
- 472,236 tharaa
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(Jpoa motion ftalp made and carried the report of the inspector* vat
ordered to be annexed to the minutes of thin meeting and made a part
hereof.
The Gnalrmaa ttatod that a gaorurn vat present aad requested
the Seeretarp to road too minutes of too meting of tho Board of Directors
allitg this apoelal moating of tho etockbolders and tbolr recommendations
with reference to increasing tho Common Capital Stock of the Company and
i, lta disposal, apod oalllng tfcs meetix* to aet thereon.
< '
After tha rea&lx* of thaao miautee , the follovlig reeolutiea
\w vaa presented bp Mr. 1. 2. fillime, aad lta adoption dolp moved bp 4' v Mr. t. H. Bonboi^t
I ' H3Q1TXD, that tha third Article of tha Articles of tba
\v Glidden Compaap ho aad tho tamo la herebp amended to as to road at foilovat 'V Manufacturing, hoping aad atUlng paints, varnishes, lscquera* dryers, Japans, chemioala aad all alllod products; manafaoturiig, rfining, hoping and aolli^ oils, solvents aad all alllod products used la oonaaotloa with tha manufacture of paints, varnishes, lacquer, dryers, Japeas and cheateala.
Mining, allllng. concentrating, eon*ertiag, smelting, refining, manufacturing, fabricating, buying, ttlling and othorvlaa producing and dealing in ainc, >**d, copper, iron aad all kinds of res, sstsls, ainorala and pigments and tha prodaota and by-products tharoof of every kind and doaeriptica and bp whatsoever proooao * oaa be or flap hereafter be produced.
Manufacturing, producing, bopiz^, and eelli&g food and cereal products aad materials of all classes aad description; manufacturing, refining, selling, baying aad dealing In Togotable oils, vegetable fata, animal eila, enitaal fata and other food ingredients; aad importing aad ^ export!^ food products.
Manufacturing, purchasing or otherwise acquiring goods, varee, merchandise aad property of every cleat aad description, aad to hold, own, sell or otnorelae dispose of, trede, deal in and deal with tho tame, a&A in general to inquire such properties, reel, personal aad mixed.
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aad to do and perfon ouch aot* aad thing* a* Mgr to necessary or Incident to the oariying out of the foregoing parpoaee.
the adoption of tbo foregoing roeoluUon having boon duly seconded, no aforesaid, tbo Coalman oollod for n roto of tbo Oomaon and Frier Preference stock represented at too meeting by ballot, the steakheldero tbon oaat tbolr bolloto end too Choimam requested tbo Inspootora to roeoiTO and eoont tbo votoa oaat, uhlcn na aooordingly done. 9bo laspeotor* therein* submitted tbolr report shoving tbet the votes of tbo boldero of 419,667 oboroo of tbo subscribed and issued Comnon Capital Stoofe of tbo Colony, and tbo bolder* of 68,668 shares of tbo subscribed and leaned Prior Preference Stock of tbo Company bad eaot tbolr bellote In favor of tbo adoption efvacfc resolutions and that no ahar** had voted against tbo adoption thereof, thereupon tbo Coalman daolarsd tbo mm duly adopted aocording to law*
fba Cbainun atntod that it would bo in order to aot upon a resolution relative to tbo Inoroaoo la tbo snthomed Coomoa Oepitol 8took of the Ooopeny, cad that Prior Preference Stockholders wor* aot oatitlod to vote thereon because there wao no default under any of the provisions of tbo Prior Proforoaoo stock as oboen by tbo certificate of tbo Treasurer presented at tbo nesting, copy of wblflh tbo Secretary was directed to attach to toe minutes of this mooting. Thereupon the foilcaring resolatlon was preaentod by Hr. 8. V. Leven&agea and dta adoption doily moved by Mr. 1. B. Tilllomoi
BS80UTXD, loot the Sixth Article of the Articles of 9na Ollddoa Company bo and tne same It hereby amendoi so as to road as folloeot
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BHt The Milam amber of aharm Which the corporation it authorised to hero outstanding It m hundred iimty-ftw thousand (776,000), which ehall be classified M follows!
Seven hundred thousand (700,000) of euoh shares snail bo common etock without nominal or par value2 seventy-five thousand (76,000) of saoh shares of the Mount or par value of One hundred Dollar* ($100*00) each ahull be Prior Prefersnot 8took* being the Prior preference ttook
authorised by the shareholders at their meeting duly eelled sod hold an January 18, I9di, by aaeadmoat of the certificate sf xoesgaaisaUon of said corporation, a certificate ef which anandoeat woo duly filed in the office of the Secretary of State ef the State of Ohio on January 19, 19S4, recorded in Voloee 606, Face 181, of the accords of Incorporations, the terms end provisions of itolcih Frior Frofereacs Stock are eat forth therein!
and
SB60LT2D, That the President or a Tios-Preeldeat and
Secretary of this Ooopany he end they hereby are authorised end directed
to Btb nd file in the Office of the Secretary of State of the state of
Ohio a proper certificate ef ouch unhuat,
y
The adoption of the foregoli* resolution havli* been duly
seooaded, ae aforesaid, the Chatman celled for a vote by ballot thereon*
The eomoa stockholder* then oast their ballet* and the Cheimea requested
the inspectors to receive aad count the votes oast, which was accordingly
done* The inspectors thereupon admitted their report ehowii* that the
votes of the holders of 419,667 shares of the subscribed and Issued cornea
capital stock of the Company had cast their ballet* in favor of the adoption
of such resolution end that no shares had been voted against tbs adoption
thereof. Thereupon the Chairman deolared the sane duly adopted acoordlng to
law.
Upon notion duly made and oarried the report of the inspectors
was ordered annexed to the minutes of the nesting aad made a part hereof.
Upon motion duly made, seconded and unanimously carried, the
meeting wee then adjourned to August 16, 1989 at tea o'elook A.M*, the place
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