Document dYKwwDzq9x18rErE00o2nQg19

Nianto* of a special **tlnc * th# team* ttoekboldor* if fho Ollddia Company, bald at the prissipal office of tb* Ooapaap, 1*9* flhtea Control Building, Clovaland, Ohio, oa Thursday, Oetobor 8, iW, at lOtOO o'clock A.K. tbs a**tlag vat oollod to order bp X. X. Borrfbargt, tie# fturtrnao of tb* Board of Director*. At tb* roa*t at tb* Tie# Obairaoa, tb* Secretary of tbo OoqpMp, Xr. Cliftos X. X*lb, r*a& tbo aotioo of tbo ncetlag and ochnlttod an affidavit to tb* offset that a oopy of rtb aotioo had boom aallod to oaeh of tb* Ooaaoa Stockholder* of roeord at tbo elooo of boclaoto Uptodbor 8, SWT, together vith a Proxy ttatoaa&t, datod September 3, 1W7, k& a Praxp. tbo Secretary obbaittod tbo Treasurer'r eortifieato, ofeoviagthat there m bo dofaalt vitb r**p*ot to tb* various prorinioa* of tbo 4-1fM$ 0a~ vertiblo Preferred Stock of tbo Coapaap aad that ail of tb* prevleioaa of said took had b**a eoaplied vitb, including tb* payaoat of dlTidoad*. Ob aotioo duly mad* aad carried, tb* S*er*tary*e affidavit, together vitb a copy of tb* notic*, tb* Proxy statoaoat, tb* Projy and tbo frtaoeror'o eortifieat* vor* ordorod assa*x*d to tbo adnata* of tbo neettag and aafia apart thereof, which va* accordingly deaa; tbo Secretary** affidavit aad tb* paper* attached thereto being aarkod "Xxbibit 4* and tb* freasarer* a oertifloat* being aarkod "Ixhibit 1* Zb* tie* Obairaoa appelated Xassr*. J. 4. Potoro, *. X. Ooaaat aad A. I. Cobb* a* la*pctor to determine tb* mabor of Ooaaoa dharos ropr***atod at the meet lug oad t reeeive aad count th# voto* or ballot* east ttpea reso- I'-ticr vhich ** oobaittod to th* k &ting and to announca th* rairo.lt tberoof. 6LD022859 the Secretary thereupon pr*iktii tt the Iaepoctere a Wttflat lilt of the holders of the Oomaoa itoek of tbo Ooapaay hi of the Slow Of beetao00 September 2, 194?, aad the certificate from the Treasurer of too Ooqpaagr to the offset that there vms ao default vlth respect to the payment of dlvldaada or otherwise o b the Oeavertlble Preferred Stock B& that wader the low and leeolil irtielee of the Ooapaqr the holders of oueh atook were aot eatitled to veto. Peadlac the oenvaes of the member of Genoa Shares represeated at tho Beetle*. tho flee Ohairmm made a brtof etateaent relative to tho spl&tttac wp of the Goanon Stook of tho Company* She Xaapeetero aaAo a easvaae of tho awaber of Genoa ftaroo repre- seateft at tho aeetla* and reported that the fellovlB* heldare of tho follevla* itoued and outetaadia* Ooaaon Stock of tho Co^ecey voro proseat by prekyi Ihat of ftregi fafttr dT fan Iwtit Mrlaa J>. Joyee Jt. I. KorebuTfh ISright P. Joyce #97,T6d The Xaepeotors reported that ao eteekhol&era were preeeat la peraoa. Upon aotIon duly aa&e aad carried, the report of laepeotore w ordered annexed to tho aiautee of tho Beetle* aad mode apart thereof, which va* accordingly done, tho ease bain* aarked "Ixhibit 0.* The Secretary stated that aeoordin* to the report of the Xacpeetore aoro than a majority of the outstaodiac Goaaoa Stock of the Ooqpaay was preeeat by proay aad that the aeetln* ooeld proceed. The Tice Chairman thereupon annoaaoed that a tjaoru* was preeeat and that the asotlac could proceed. Tho Secretary submitted tho followlaf resolutions relative to the Aaeadsect of the iotadod Articles of Incorporation of tho Co^aay aad the Eeguletione of the Company. GLD022860 BlfftLTO that the Amended Article* of fhs Clidden Company, aa hsrete- for* amended, be mod the mm or* hereby further wedded me bellows (ft) Section l of Article fourth of said Amended Artioles ie hereby Beaded so os to read *a fellow t *Section 1. the maximoa number of shares which the corporatien i* authorised to her* outstanding 1* three million two hundred thousand (3,300,000), which shall he classified and shall hear designations as I fellove* '(a) Two hundred thousand (800,000) ehares of the par value of fifty Itoliars (#50.00) each shall he Oosrsrtihlo Preferred 8t*okj aad *(h) Three million (3,000,000) shares without par value shall he Ooanom Stoek,* (h) Seetisn 8 of Article fourth of said Amended Articles, as hsretofora anendsd, is hereby further amended so as to read as fellows *Section S, The terms and previ tiene of the Common Stool: are as follows *(l) Subject to the voting rights Tested la the holdere of the Convertible Preferred Stock as hereinbefore la Section 8 of this Article fourth set forth, the holdere of the Coaaoa Stock shall he entitled at all times to one vote for each share of Ooaaoa Stock, except that, in voting at any tine upon any matter upon which the holders of the Convertible Preferred Stock sum then also entitled to vote, but are not entitled to vote thereon separately as a class, the holdore of the Common Stock shell be entitled ts only one-half of ens vote, instead of one vots, for each share of Common Stock. **<;Withstanding any provisions of the Central Corporation dot of Ohio now or hereafter in fore* ret&iring, for any purpose, the af firmative vote or consent of the holders of shares entitling tbea to exercise two-third*, or any other properties, of the voting power of I the Company, or the affirmative vote or consent of the holder* of two-thirds, or soy other proportion, of the shares of any class or claesee, such action may, in so far as the vet* or consent of the holders of the Cowmen Stock of this Company is required end to ths extent permitted by law, be authorised and taken by the affirmative vote or written consent of the holders of a majority of such Common Stock. () The holder* of the share of Common Stock shall have no pre emptive right to purchase or have offered to the* for purchase any of the shares of Common Stock which at any time shall be required for c* in eetlsfaction of the conversion rights of the holders of cmt8ti*-.dir4 shares of Convertible Preferred Stock. GL0022861 ft# A$t "(5) The authorisation 1a the Banner provided Vy law if ay new class of shares ranking ts the Qoaeea ttoetc ae to iiTliMti or UMti and with ttni and provisions litmUii 1a aeoerdaaoe with lav, or tho increase 1a tho authorised another of akaree of Mgr clast shall tot bo doomed to bo a* altsratiom of tho tons sod pro- 1slots of the Oo s mo b Stock.* (o) Xaeh of tho might hundred ninety-two thousand (892,000) issued and outstanding shares of OasMoa Stock, without par value, of the Ooqpoay is hereby changed Into two shares of Co s mo s Stoek, without par value, of the Company, and, for the purpose of evidencing the additional issued sad outstanding shares resulting froa such chang* there shell he issued end delivered to each holder of record of Coaaon Stock of the Coupee? at the tlae the certificate of this eaaadaeat of the Amended Articles of the Company it filed in the offioe ef the Secretor? of Stats of the 6tate ef Ohio a certificate or eortifioaUe for tho same nunber of full? paid and aon~eeseetable shares of Asian Stoek, without par rslue, of the Coapany as the Maker ef issued sod outstanding sharas of Ooanom Stock, without par value, of the Company which were held of rooerd by such holder, at the tlae of filing said certificate of this aaeadaeat, before such change becaus effect It s . (d) The stock transfer books of tbs Coapan? shall be closed against transfers of Common Stock of the Coapany during tho period between tho clots of business on October 23, 1947, and the opening of business on October 25, 1947, and the certificate of this aesnfosnt of the Amended Articles of ths Coapany shell be filed la ths office of the Secretary of Stats of tho Stats of Ohio on Ootobsr 24, 1947. and W2ETHXR EESQ1TXD that ths President or a Tie# President and ths Secretary or tho Assistant Secretary of this corporation bo and they hereby are smthorlsod and directed to execute and file in the offioe of the Secretary of State of the State of Ohio on October 24, 1947, as hereinabove provided, a GLD022862 certificate evidencing the adoption of the foregoing resolution af sasprtaaat of the Aaeodad Articles of thla corporation, as required by lav, and to do any end all things necessary or ineidsnfcal tbareto. KES0LY32J that Section 6 of Article X of the Bsgulations of the Ooapaay he attended to read as follovat Section 6. Toting and Proxies. At each seating of the stock holder a, every stockholder haring the right to rota shall he en titled to -nte in person or Ip pro*? appointed by an Inatnuaent in writing *dbscribed h? snoh stockholder, which projy anet he filed with the Secretary before the person authorised thereby oaa rote therevndar. the person so authorised need not ho a ttacitholder. Xach stockholder present in parson or by proxy at any an nual or apselal seating of the stookholdars shall ha entitled to % exercise the voting power with respect to all Chares of atook 1 haring rating power registered la hie naae on the stock reoords of the Qbapanr at the does of business on the thirtieth dap preceding the date of the seating, and, exoept as otherwise pro vided ky lew or bp the articles of Incorporation of the Goapanp, shall he entitled to one (l) rota for each share of stock haring voting power registered in hie none at the elese of business on said thirtieth dap preceding the date of the seating. Said reoord date for voting at any stockholder#' nesting shall oontlaue to be the record date for all adjournnsnt* of moh seating.* The adoption of the foregoing resolutions haring been duly sored and seconded, the Stockholders proceeded to ballot upon their adoption or rejection sod the Tice Chairman requested the Inspectors to receive sad oount the votes cast at the meeting, which was accordingly done. In due course the Inspectore submitted their report certifying that the holders of 669,608 shares of the Conaoa Stock of the Company had east their ballets in favor of the adoption of each resolutions end that the holders ef 7,96? shares of the Oosceon Stock had east their ballots ageinst the adoption of the same and that the said resolu tions, hfi-lng received the affim&tire vote of the holders of Oomon Stock (being the only class of shares entitled to rote upon the resolutions) entitling then to exercise e majority of the voting power of the Company on said reeo- liT. iens, the ras*e were duly adopted according to lew. GLD022863 I y