Document rxp4g8aXpqOJM6LE5j4Ra2LZG

mam. si wmm, mmm or fH ssABXBQLiKEts orc o ms io k<pri i ifltfK^^JUfciW i**gV ,TJJ I ilffji E t#BX."JT I lUJTo aa sumismm. Minutes of an adjourned Meting of the Coanon Shareholders of The Glidden Company held at the principal office of the Company, Madison Avenue and Berea Road, Cleveland, Ohio, on Thursday, July 2, 1936, at eleven o'clock A.K., pursuant to resolution adopted at the Special Meeting of the Common Shareholders of The Glidden Company held cm April 24, 1936. Mr. Dwight P. Joyce. Tice President of the Company, presided and Ur. Clifton M. Kolb, Secretary, kept the records of the Meting. The Secretary reported that no shareholders were present In person and that the following shareholders were present by proxy* Fare .91 JBaaiMaAsE la&g_qf. 2rs>SL fta^r. ofcpraon shares By proxies on file S. *. Levenhagen 537,647 ThChairman announced that a quorum was present and stated that the Amended Articles authorised by the shareholders at their Meting held on April 24, 1936 had been duly filed In the office of the Secretary of State and that the Prior Preference Stock remaining unexchanged bad been called for redemption on July 1, 1936 and funds sufficient to accompli eh the redemption thereof had been deposited with The Hew Tork Trust Company, the Redemption Agent; that, therefore, it was in order for the stockholders to tdee action with reference to the elimination of all references to the Prior Preference Stock from the Articles. The following resolutions were thereupon offered for the consideration and vote of the shareholders* RESOLVED, that Article fourth of the Amended Articles of The Clldden Company as filed in the office of the Secretary of State of the State of Ohio on April 24, 1936 be and hereby is amended In the following respects; namely, GLD022064 r Shat Section 1 of said Article fourth shall henceforth read and be as follows: Vi "FOURTH. Section 1. The maximum mufbsr of shares which the corporation is authorised to hare outstanding is one million two hundred thousand (1,800,000), which shall be classified and shall bear designations as follows: (a) Two hundred thousand (200,000) shares of the par value of fifty Dollars ($50.00) each shall be Convertible Preferred stock. (b) One ml 11ion (1,000,000) shares without par value shall be Common Stock.* That Section 8 of said Article fourth be end the earns hereby le stricken out and entirely eliminated therefrom. That subsection (4) of Section 3 of eald Article fourth shall henceforth read and be as follows* (4) VOTIKS rvB CP 00H7XRKS1S PBKRSKEO STOCK, The holders of the Convertible Preferred Stock hereby created shall not be entitled to vote, except - (a) As otherwise in these Amended Articles or by law provided: or (b) the Company be in default in the payment of two successive quarter yearly dividends upon the Convertible Preferred Stock, in which event (b) the holders of rscord of Convertible Preferred Stock then outstanding voting as a class shall hare and continue to have the right to eleet one-half of the members of the Board of Directors end on all other matters each share of Convertible Pre ferred Stock shall entitle the holder thereof to one vote. Such voting righte shall continue until such defaults shall hare been cured, whereupon the voting rights of the Convertible Preferred Stock shall revert to the status existing before the occurrence of such default but always subject to the sane provisions for the revesting of such voting power in case of any similar future defaults." That Section 3 of said Articles Fourth be an* the same is hereby re-musbered Section 2 and that Section 4 of snid Article Fourth be and the same is hereby re-numbered 3; and GLD02 2065 K i- .:+f >; -.i-v '^M'4.^ W-\ BZSQLVED, that the President or a flee President and the Secretary or an Assistant Secretary ol thie Company he and they hereby are authorised and directed to file in the office of the Secretary of State of the State of Ohio, in lieu of a Certificate of Amendment, Amended Articles of ?he Qlidden Company embodying the amendments so authorised* The foregoing resolutions were thereupon discussed and the Chatman requested the Inspectors heretofore appointed, namely J. A. Peters, C. 1, Cole and C. C. Eort, to receive and count the votes cast at the meeting relative to said resolutions, shich was accordingly done. The Inspectors thereupon submitted their report certifying that the holders of 537,647 shares of the Common Stock of the Company had cast their ballot* in favor of the adoption of said resolutions sod that the holders of no shares had oast their ballots against ths adoption of the same. .' The Chairman thereupon stated that said resolution* bad received the affirmative rote of the holders of Common Shares, being the only class of shares entitled to vote on the proposal to amend the Articles * of Incorporation or adopt Amended Articles, entitling the* to exercise two- thirde of the voting power of the Company on such proposal and declared said resolutions duly adopted according to law. Upon motion duly carried the report of the inspectors was ordered annexed to the minutes of this meetirg end made a part hereof, which was accordingly done, and marked Exhibit A". There being no further business to cose before the meeting seme was. upon motion duly made and carried, adjourned.