Document rem56KVXwM8d4x6gEQGO0vpZr

< ' FIRST USKTINO OF THK STOCKHOLWRS OF TH? OLIDDBN COKPJWT, HZLD At 1201 Lender-tieve Building, Cleveland, Ohio, thl# 20th day of Decerabar, A. 0. 1917, pursuant to the foregoing waiver and agreement* Present: All of the oapital stock subscribed In person, Ur. San H. Moore was chosen Chairman of tho meeting, end Hr* R. R. Horeburgh was ehosan to aet ae Secretary thereof* After caroful consideration, the following were unanimously adopted as tho Regulations of this Company: REGULATIONS Of TR GLIDQBH COMPANY miat x* Meetings of Stockfcoldore Section 2. Annual Heating. The Annual Meeting of the stockholder# Of this Company ?hall be held at the general offices of the Company, in the City of Cleveland, Ohio, on the third Monday in February, ir eaoh yesr, beginning wlvn the year 1?1?, at 20:00 o'clock A. M A Board of Ltrectors ehall bn elected thereat, end ouch other business transacted as may be brought before the Meeting. Section 2. Order of Business. At the Annual Stockholder** Meetings, the order of business shall be as follows: First. Roll toll of the stockholders by the Secretary, Second. Reading of the minutes of tho previous meet Inge, and acting there< Tr GL't>r>SN COWMNV KccoMo Bo o k . rAor 1">, Comoc? 6LD0208 56 m Third, Submission of annuel reports* fourth. Uisctlleneeus report*. Fifth. ttofiniahed business* Sixth* Election of dirsotor* and qualifying the same. Seventh, Kev or mleoelleaeoue bueineee* N. B. This order of business nay be changed by affirmative veto by the majority of stockholders present. Section 3, Special Meetings. Special meeting* of the stockholder* of this company may be held at such times and places as way be ordered by the Board of Streeter* or a majority in interest of the stockholders at the time entitled to voting privileges. Section 4. W&tlee, Notice of any annual or special meeting ef the stockholder* shall be given to eaah stockholder appearing as such upon the book* of the Company at the time entitled to voting privileges, by mailing same to said stockholders* addressee appearing upon suoh bocks, at least ten days prior to the date of such meeting. The notice herein provided for mey bo valued at any time by the holders of all of the stock of the Company* Section 5. Quorum. At any such nesting the holdere of a majority in ervount of the stock issued and outstanding entitled to voting privileges shall constitute o quorum for the transaction of business. Section 3. ARTICLE II. Board of Wroctcrc Election and Tenure of Office. The bueine&s and affe:'* rur UCCOPC- 11f'A&e , Cc*lRtCT CLD020657 ef this Company shall bo conducted, managed sad controlled by % Board of Directors er-neisting of sercn mcobere, mho ahall be elected by the stockholder# from their own number, by ballot, at the annual meeting In each year, and mho shall bold office for one year and until their euoeeaeore are elected and qualified. If euoh election be not held at an annual meeting, It may be held at a epeei&l meeting of the atoekholdere, called for the purpose, or at any stockholder#* meeting at whioh all stockholders are present in pereon or by proxy. Section 2. Organisation. The Board ef Directors shall hold their first meeting after their election immediately after the adjournment of the annual meeting ef stockholders and shall at such meetings organise tho board by electing a president, one or mere rlce-presldente, a secretary and a treasurer. Section 3. Roguish ^stings. Regular meetings of the Board of Director# shall be held on the third Monday of February, May, August and Koveaber in each year at the hour of ten o'clock A. V., end at such other times ee may be called by the President of the Company. In the event of euch a meeting coming on a legal holiday it shall be celled and held on the nert succeeding business day. Section 4, Special Meet Inge. Special Meetings of the Board of Dlraetore shall be hold upon tho coll of tho President or any three directors. Section $. Vacancies. Vaeanoie# courring in the Board f Directors may be filled by electicn by the remaining directors until tho n6Jct annual moating of the stockholder*. THtGUDPtNCOMPAKv ftrco>D moo, r*a& 1~ Co**fcci GLD020658 ismcis in. Officer# Section l. Neat i To* of floor* of thi* Company shall be a president on* or nor* vico-preeidents * elected, * secretary end * treasurer. The offices of secretary and treasurer nay be held by on* and th* same person a* the Board of Director* nay determine. The Board of Director* eball hare authority to create such other offio* and poeltion* at they nay deem advisable and elect or appoint th* incumbent* thereof. Section 2 Ejection and Tenure ef Office. Such offleer* ehell be ^elected by the Board of Director*, and ehell hold their offices until their suoeeseore are elected and qualified. Section Compensation. Such officer shall be paid sueh salarlei or compensation as th* Board of Directors may determine. AitnaB iv. Duties of Officers Section 1. President The President shall be the principal executi officer of the Company, end, under the control of the Board of Directors, ah here charge and control of the business and affairs of the Company, shall el and acknowledge all deeds and execute all other instruments necessary for th transaction of the business of the Company, and shall transact all such bust ee is usually transacted by the president of a corporation, and shall perfor such other duties as the Beard of Directors nay require. THr GUDDSK COMPANY Rice>ftCr Bo o k . Pa o i 1?, Corse*' GLD020659 Section 2. Vloe-Preeldsnts It shall be the duty at the Vice-President In the order of their eleetlont to perform ell the duties of the President In case of the latter's absence or disability, or whin eircumetaneee prerent the latter from so doing, and euoh other duties as the Board f Directors shall require. Section 3. Secretary -It shall be the duty of the Secretary to keep an accurate record ef the prooeedinge of the stookholdere and dlreotore; to glre all notloee required by lav er these regulations; to keep proper book* ef account and books for the transfer ef stock issued; to seal and attest tho certificates ef stock; on the expiration of hie term ef eifiee to deliver the bookc, papers and property ef the Company into the hands ef his evooeeeor or the President and in general to perform all the dutlee usually pertaining to eald offiee of eeoretary, and euoh ether dutlee ae the Beard of Directors shall require. Section 4. Treasurer The Treasurer shell receive and aafely keep all moneys, checks, notes or drafts received by the company belonging to It; and make propor deposit of the same in the name ef the eompany in auch bank or banka as may te designated by the Fcsrd of Directors. He shall disburse said moneys under the direction of the Board of Directors; ehall keep accurate account of the fineness ef the Company in books to be provided by him for that purpose, shall hold the same open for inspection and examination by the directors and any committee of stockholders appointed for euoh inepec- ticn; and eh,3 3 present abstracts of the same at the annual meetings of the stockholders, or any other meetings when requested, and at the tenr.lns- THE OUPDEN COMPANY ftceorb Do o m, 14 , Co***rr GLD020660 / / tion of hi* term of office he shell deliver ell mousy# end other property of the Company in hie hen da to hie successor or the Preei dent, end generally hell perform el} dutie* usually pertaining to eeld office of Treeeurer, end such ethsr duties ee the Board of Directors ehall require* Section 5. Other Officer# end Agente. The Board off Directors ehell have power to prescribe the duties of other offloere end agente appointed by it. ARTICLE V. Ixecutive Coooittse The President, Vice-President,(if at the time the Company has more than one vics-preeldest, this provision shell be deemed te mean the first vies* ' s> president)^ and tho Treasurer tJiell together eonstltuts ar sxecutlws oonaitts# which shall, ir. the interim between meetings cf the Board of Directors, sxerelss all of the powers of that body in accordance with the general policy of the Company and the instruction# of sold Board, sut>?;t ? thr Mritatirr, however, thst raid ocnriittso ehell net be empowered to sell any real sstats or any sub stantial portion of the Company** plant or property, or to obligato ths Company for new construction, machinery and supplier in excess of the ordinary currant requirements of the business of the Company, unless specially authorised by the Board of Director*. Uoetinge of the executive etxc.-.ittoc shell bo held on the call of the frecidont or of any two members of the ccrc.itteo. All mcr.herc of the ccratttee ihtll be notified of ite meeting*, ai.d a majority of ite member* shall constitute THS GUDDfcN COMPANY icohnb^of.. pac k 1*. Co r c t 6LD020861 . . i ' I ri i'ii v iti ii h iiiumiiiii 'i~~I* i<f jv fciriiMMtfijtBtitiiiiiMw a quorue.. The executive committee shall keep record of ite meetings and trans- actioi which shall at all tiiase be oyer. to the inspection of any director* ARTICLE VI, Certificates of Stock Transfers and Proxies Section lt Eaoh stockholder shell be entitled to a certificate er certificates of hie paid up stock in the Conpany, signed by the President, sealed with the oorporate seel and attested by the Secretary; transferable only on the books of ths Company by the stockholder in person er by attorney, In the presence ef the President er Secretary, on surrender of eueh certifi cate or certificates and the payment of all duea en the ewe. Transfer books shall be closed fer fifteen, days next preceding each annual Beating er special meeting of the stockholders. Section 2. Proxies. A stockholder nay, through r written proxy, authorite another to vote for him at ell stockholders' meetlnge, and euch proxy nuot be filed with the Secretary before the parson authorixed thereby can vote thereunder, and the parser, ec authorised need not be a stockholder. ARTICLE VII. Corporate Seal The corporate eecl of this Company shall be circular it. fore., and around the Br.rgir. shall contain the words "Tits didder. Company, Ohio** er.j TWr GUODEN COMPANY st*eotic-oK, It, ct>Ttf*fci GL0020862 eeroee the center the wordt "Corporate Seel,11 ARTIOl nn. Signing of Check*, Note*, Eto. All note* end ether obligation# #r evidences ef indebtedness of the Company shell be drawn end eigned by the Treasurer end eounterelgaed by the President, or, In the absence of either one or both ef the foregoing, by eny two officers of tho Company. Check# way be signed by either the Preeldent or Treasurer. The Board of Directors way aleo from time to time deelgnate ether officers or persons who shell be vapowered to sign such oheoke. ARTICLE IX. fiscal Tear The fiecel year of this Company shall correspond with the calendar year. ARTICLE X. Amendments These regulations may be altered, repealed or emended by the ccneont in writing of the holder# of two-thirds of the outstanding capital stock at the entitled to voting privileges, or at any annual meeting of the etcckhcld6re or meeting called for that purpose, by the vote of the holders of e majority of the outstanding capital stock at the time entitled tc voting privileges; provided, however, that no alteration, eoer.Anent or change shall be made in those reguletiunc which shall be prejudicial to the righte of the preferred THl OUDDfN COMPANY Ac c o r d Bo o k . Ta s c 1*7, Co r r k c t G*-0020863 toekhcadera, e at forth in the Articles ef In corporation cf thd Company, or ontfant8 thereof. THE OUDDEN COMfA^V 2e, Cw |M(t Gt0o^ee,