EXHIBIT 3.26
AMENDED AND RESTATED CODE OF REGULATIONS
OF
FLUID REGULATORS CORPORATION
.
.
.
APRIL 18, 1988 AMENDED AND RESTATED
CODE OF REGULATIONS
FLUID REGULATORS CORPORATION
AMENDMENTS
DATE OF
AMENDMENT SECTION EFFECT OF AMENDMENT
5/3/99 Article III, Section 1 Board to be composed of not less than three Directors,
Sh. Action provided that where all shares are owned by one or two
shareholders, the number may be less than three but
not less than the number of shareholders. The specific
number of Directors shall be set by resolution of the
shareholders or the Board.
Term of office shall expire at the next annual meeting
of shareholders.
6/3/03 Article VI, Sections 5(c) Deleted
Sh. Action and (d)
APRIL 18, 1988 AMENDED AND RESTATED
CODE OF REGULATIONS
FLUID REGULATORS CORPORATION
TEXT OF AMENDMENTS
DATE OF AMENDMENT TEXT OF AMENDMENT
5/3/99 Article III. Board of Directors, Section 1. Number,
Shareholder Action Qualification and Term.
The Board of Directors shall be composed of not less than
three Directors, provided that where all shares of the
Corporation are owned of record by one or two shareholders,
the number of Directors may be less than three but not less
than the number of shareholders. The specific number of
Directors shall be set by resolution of the shareholders or
the Board. The number of Directors may be changed from time
to time by amendment to this Amended and Restated Code of
Regulations, but no decrease in the number of Directors
shall have the effect of shortening the term of any
incumbent Director. Unless a Director dies, resigns or is
removed, his or her term of office shall expire at the next
annual meeting of shareholders; provided, however, that a
Director shall continue to serve until his or her successor
is elected. Directors need not be shareholders of the
corporation or residents of the state of Ohio and need not
meet any other qualifications, subject only to any specific
requirements of Ohio law.
Adopted 4/18/88
AMENDED AND RESTATED CODE OF REGULATIONS
OF
FLUID REGULATORS CORPORATION
ARTICLE I
SHAREHOLDER MEETINGS
Section 1. Annual Shareholder Meetings.
a. The annual meeting of the Corporation's Shareholders
(herein called the "Annual Shareholder Meeting") shall be held after the close
of the Corporation's business at the Corporation's principal place of business
on the tenth (10th) business day of January of each year, or on such other day
and at such other time and place (within or without the State of Ohio) as the
Board of Directors determines; provided, however, that the Annual Shareholder
Meeting must be held each year within six (6) months after close of the
Corporation's immediately preceding fiscal year.
b. The purposes of the Annual Shareholder Meeting are to
elect Directors, receive and act upon annual and other reports of the Officers
and Directors, transact other Shareholder business and activities, and take any
other Shareholder actions.
Section 2. Special Shareholder Meetings.
a. Special Meetings of the Corporation's Shareholders
(herein called a "Special Shareholder Meeting") may be called by the registered
holders of at least Fifty Percent (50%) of the Corporation's voting Shares, by
any two (2) Corporate Officers or by the Board of Directors for any reasonable
purpose.
b. All Special Shareholder Meetings may be held within
thirty (30) days of call, on the day, at the time and at the place (within or
without the State of Ohio) as the Board of Directors determines.
c. The purpose(s) of any Special Shareholder Meeting may
be to transact any Shareholder business and activities and to take any
Shareholder actions.
Section 3. Record Dates.
a. For purposes of determining those Shareholders
entitled to (1) receive notice of any Shareholder Meeting, or (2) receive
dividends or distributions, or (3) exercise any other Shareholder rights, the
Board of Directors shall fix Record Dates not earlier than the date on which the
Record Date is established and not more than sixty (60) days prior to the
designated event.
b. Unless otherwise provided by law, only holders of the
Corporation's Shares actually registered in the holder's name on the
Corporation's Share records at the close of business on the Record Date shall be
recognized and counted for the applicable purposes designated Section 3(a),
above.
Section 4. Notice.
a. The Secretary or any other Corporate Officer shall
give written or oral Notice stating the date, time, place and purposes of each
Shareholder Meeting. Not less than seven (7) nor more than sixty (60) days
before any Shareholder Meeting, the Secretary (or any other Corporate Officer)
either shall cause personal delivery of the Notice or shall mail (by ordinary
United States mail, postage prepaid) the Notice to each registered holder (as of
the Record Date) of the Corporation's voting Shares at the address then
appearing on the Corporation's Share records.
b. Notwithstanding any contrary provision herein, a
Shareholder's attendance (in person or by proxy) at any Shareholder Meeting
waives any lack of or deficiency in Notice of such Meeting.
c. Notice of adjournment of any Shareholder Meeting need
not be given if the date, time and place to which the Meeting is adjourned are
fixed and announced at such Meeting.
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Section 5. Quorum and Attendance.
a. A majority of the Corporation's issued and
outstanding voting Shares (represented in person or by proxy) constitutes a
quorum for the transaction of business at any Shareholder Meeting.
b. Whether or not a quorum exists, a majority of the
voting Shares (represented in person or by proxy) at any Shareholder Meeting may
adjourn the Meeting.
c. Unless otherwise approved in advance by the Board of
Directors, only Shareholders may attend Shareholder Meetings.
Section 6. Voting.
a. Except as otherwise modified by the express terms of
any Shares or by this Code of Regulations, each holder shall be entitled to one
(1) vote for each Share of the Corporation's stock (regardless of class)
registered in the Shareholder's name on the Corporation's Share records as of
the Record Date.
b. Unless otherwise provided in these Regulations or
specifically required by law, all matters properly submitted to the Shareholders
at any Shareholder Meeting shall be decided by a majority of the voting Shares
represented in person or by proxy.
Section 7. Proxies.
a. A Shareholder entitled to vote at a Shareholder
Meeting may be represented and so vote by written proxy signed by such
Shareholder and submitted to the Secretary at or before the Shareholder Meeting.
Such Proxy shall be valid for only the Shareholder Meeting designated therein
and shall name as proxy only another Shareholder of this Corporation.
b. A Shareholder may exercise any Shareholder consents,
waivers, releases or other Shareholder rights by written proxy signed by such
Shareholder and submitted to the Secretary prior to the exercise thereof.
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Section 8. Election of Directors.
a. At each Annual Shareholder Meeting, the voting
Shareholders shall elect Directors to serve the term specified in Article III,
Section 1 of these Regulations or until their successors are elected, or until
their earlier death, disqualification, resignation or removal from the Board of
Directors.
b. If no Annual Shareholder Meeting is held or if
Directors are not elected thereat, the voting Shareholders shall elect Directors
at a Special Shareholder Meeting and such Directors shall serve the term
specified in Article III, Section I of these Regulations or until their
successors are elected, or until their earlier death, disqualification,
resignation or removal from the Board of Directors.
c. Only qualified nominees (as described in Section 1 of
Article III of these Regulations) shall be designated for Directorships as
follows:
(i) Any group of ten (10) participants of the
Corporation's Employees' Stock Ownership Plan and Trust (herein called the
"Plan"), each of whom have Corporate Stock allocated to their respective Plan
accounts, (herein collectively called the "Plan Participants"), may designate
qualified nominees for Directorships through a written document executed by each
such Plan Participant, provided, however, that a Plan Participant may only
designate as many qualified nominees as there are Directorship vacancies; and/or
(ii) Any voting shareholder (in person or proxy)
may designate qualified nominees for Directorships.
Only qualified nominees are eligible to be elected Directors
and nominees receiving the greatest number of votes shall be so elected.
d. Any person (who is qualified as designated in Section
1 of Article III of these Regulations) may serve or be elected to an unlimited
number of consecutive or non-consecutive terms as a Director.
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Section 9. Parliamentary Procedure.
a. Roberts Rules of Order (as periodically revised)
constitute the final authority for parliamentary procedures at all Shareholder
Meetings, except where such Rules conflict with law or with this Code of
Regulations.
b. At all Shareholder Meetings, the order of business
shall be as follows:
(1) Roll call or attendance record;
(2) Reading and action upon Minutes of previous
Shareholder Meeting;
(3) Unfinished (old) business;
(4) Financial or other reports of the Board of
Directors;
(5) Financial or other reports of Officers;
(6) Reports of Committees (if any);
(7) Election of new Directors (if applicable);
(8) New or miscellaneous business;
(9) Adjournment.
The above order may be periodically changed for any particular Shareholder
Meeting by a majority vote of the Corporation's voting Shares (represented in
person or by proxy) at such Meeting.
Section 10. Action by Shareholders in Writing Without a Meeting.
Notwithstanding any contrary provision herein, Shareholders
may duly and officially act without a Meeting through a written document signed
by the registered holders of all the Corporation's voting Shares as of the
Record Date for such action.
ARTICLE II
BOARD OF DIRECTORS MEETINGS
Section 1. Annual Board Meeting.
a. The annual meeting of the Board of Directors (herein
called the "Annual Board Meeting") shall be held each year immediately following
the Annual Shareholder Meeting at such place (within or without the State of
Ohio) as periodically determined by the Board of Directors (herein called the
"Board")
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but, in no event, later than nine (9) months after the close of the
Corporation's fiscal year.
b. The purposes of the Annual Board Meeting are to elect
new Officers, receive and act upon any reports, transact any other Board
business and activities, and take any other Board actions.
Section 2. Regular Board Meeting.
Regular meetings of the Board (herein called "Regular Board
Meetings") shall be held after the close of the Corporation's business at the
Corporation's principal place of business on the tenth (l0th) business day of
each month or at other times and places (within or without the State of Ohio) as
the Board periodically determines; provided, however, that the Board is not
required to hold any Regular Board Meetings.
Section 3. Special Board Meetings.
a. Special meetings of the Board (herein called a
"Special Board Meeting") may be called by any two (2) Corporate Officers or by a
majority of the Directors for any reasonable purpose.
b. All Special Board Meetings shall be held within
fifteen (15) days of call, at the time and at the place (within or without the
State of Ohio) as the Board determines.
c. The purpose(s) of any Special Board Meeting may be to
transact any Board business and activities and to take any Board actions.
Section 4. Notice.
a. The Secretary or any other Corporate Officer shall
give written or oral Notice stating the date, time and place (but not
necessarily the purposes) of each Board Meeting. At least forty-eight (48) hours
before each Board Meeting, the Secretary (or any other Corporate Officer) shall
cause personal delivery of the Notice or shall mail (by ordinary United States
mail, postage prepaid) the Notice to each Director.
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b. Notwithstanding any contrary provision herein, a
Director's attendance at any Board Meeting waives any lack of or deficiency in
Notice of such Meeting.
c. Notice of adjournment of any Board Meeting need not
be given if the date, time and place to which the Meeting is adjourned are fixed
and announced at such Meeting.
Section 5. Quorum and Attendance.
a. A majority of the Directors in office constitutes a
quorum for the transaction of business at any Board Meeting.
b. Whether or not a quorum exists, a majority of the
Directors in office actually present in person at any Board Meeting may adjourn
the Meeting.
c. Unless otherwise approved in advance by the Board,
only Directors may attend Board Meetings.
Section 6. Voting.
a. Upon all matters properly submitted to the Board,
each Director in office shall be entitled to one (1) vote but Directors shall
vote and act as a Board.
b. At any Board Meeting, all matters properly submitted
to the Board shall be decided by a majority vote of all the Directors then
serving the Board, unless otherwise provided in these Regulations or required by
law.
c. A Director may not vote, consent, or take any action
as a Director by proxy. Only Directors actually present at a Board Meeting may
vote upon matters submitted to the Board.
Section 7. Election of Officers.
a. At each Annual Board Meeting, the Board shall elect
Officers to serve until the next Annual Board Meeting and until their successors
are elected thereat, or until their earlier death, disqualification, resignation
or removal from Office.
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b. If no Annual Board Meeting is held or if Officers are
not elected thereat, the Board shall elect Officers at a Special Board Meeting
and such Officers shall serve until the next Annual Board Meeting and until
their successors are elected thereat, or until their earlier death,
disqualification, resignation or removal from office.
c. Any Director in office may designate qualified
nominees for Officers. Only qualified nominees are eligible to be elected
Officers and nominees receiving the greatest number of votes shall be so
elected.
d. Any person (who is qualified as designated in Section
1 of Article IV of these Regulations) may serve or be elected to an unlimited
number of consecutive or non-consecutive terms as an Officer.
Section 8. Parliamentary Procedure.
Roberts Rules of Order (as periodically revised) constitute
the final authority for parliamentary procedures at all Board Meetings, except
where such Rules conflict with law or with this Code of Regulations.
Section 9. Action by Directors in Writing Without a Meeting.
Notwithstanding any contrary provision herein, the Board may
duly and officially act without a Meeting through a written document signed by
all Directors then serving on the Board.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number, Qualification and Term.
a. The number of Directors to serve on the Board shall
be seven (7).
b. Subject only to any specific requirements of Ohio
law, any person may serve as a Director, even if not a Corporate Shareholder or
Officer.
c. The members of the Board of Directors shall be
divided into two (2) classes, one class consisting of three (3) of the Directors
(herein called the "First Class") and one class consisting of four (4) of the
Directors (herein
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called the "Second Class"). Contemporaneously with the adoption of these
Regulations, the First Class shall be elected for a term expiring on the date of
the first Annual Shareholder Meeting immediately following the election of the
First Class and the Second Class shall be elected for a term expiring on the
date of the second Annual Shareholder Meeting immediately following the election
of the Second Class. After the initial election period described above, all
Directors elected thereafter shall serve a two (2) year term and until their
successors are elected and until their earlier death, disqualification,
resignation or removal from the Board of Directors.
Section 2. Board Vacancies.
a. Board vacancies shall occur from a Director's
disqualification, death, resignation, removal from office or the Shareholders'
failure to elect the whole authorized number of Directors.
b. Any Director may be removed from office (with or
without cause) by the voting Shareholders and/or by the Board.
c. The remaining Directors (even though less than a
majority of the whole authorized number of Directors) shall fill all Board
vacancies (when and as determined by the Board) by electing new Directors to
serve until the next Annual Shareholder Meeting and until their successors are
chosen thereat, or until their earlier resignation, disqualification, death or
removal from the Board.
Section 3. Board Powers and Duties.
a. Except as otherwise provided herein, all Corporate
administrative powers and authority are vested in and shall be exercised by the
Board which, in its sole discretion, has exclusive charge, control and
management of the Corporation's property, affairs, businesses, activities and
funds. The Board also shall elect Corporate Officers, appoint Board committees
and Board agents,
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and perform all other acts and functions permitted by law and consistent with
the Corporation's Articles of Incorporation and this Code of Regulations.
b. Except as otherwise expressly designated by the
Board, individual Directors have no powers and all Directors shall act and vote
as a Board.
Section 4. Compensation and Expenses.
Only Directors who are not employees of the Corporation shall
be entitled to such compensation and to reimbursement for such expenses as the
uncompensated Directors periodically determine (in their sole discretion).
ARTICLE IV
OFFICERS
Section 1. Designation and Qualification.
a. The Corporate Officers shall include a President,
Secretary and Treasurer and may further include a Chairman of the Board (who
must also be a Director), one or more Vice-Presidents, Assistant Officers and
such other Officers as the Board periodically determines. Any two (2) or more
Corporate Offices can be held by the same person, but no Officer shall execute,
acknowledge, or verify any instrument in more than one (1) capacity if such
instrument is required by law or by the Articles of Incorporation, these
Regulations, or any Bylaws to be executed, acknowledged, or verified by two (2)
or more Corporate Officers.
b. Except as provided herein, any person may serve as an
Officer, even if not a Corporate Shareholder or Director.
Section 2. Vacancies and Succession.
a. Officer vacancies shall occur from an Officer's
disqualification, death, resignation or removal from office.
b. Any Officer may be removed from office (with or
without cause) by the Board or by action of the voting Shareholders.
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c. The President shall fill any vacancies in the office
of the Chairman of the Board and a Vice-President (so designated by the Board)
shall fill any vacancies in the Presidency for the unexpired terms of such
offices and until their successors are chosen, or until their earlier
resignation, disqualification, death or removal from Office. The Board shall
fill all other Officer vacancies by electing (when and as determined by the
Board) new Officers to serve until the next Annual Board Meeting and until their
successors are chosen thereat, or until their earlier resignation,
disqualification, death or removal from Office.
Section 3. Powers and Duties of Officers.
a. Chairman of the Board. If the Board elects a Chairman
of the Board, the Chairman shall: preside at all Shareholder and Board Meetings;
ensure that all Board orders are implemented; sign Corporate documents; exercise
general executive supervision, management and control over the Corporation's
affairs, property, businesses, activities, other Officers and funds; and
generally perform all duties incident to the office and all other duties and
responsibilities as the Board periodically requires.
b. President. The Corporate President shall perform all
duties and responsibilities of the Chairman of the Board, if the Board has not
elected a Chairman. If the Board elects a Chairman, the President shall perform
all duties and responsibilities of the Chairman during the Chairman's absence or
inability to act, until the Board otherwise directs. The President shall also
perform such other duties and responsibilities as the Board periodically
requires.
c. Vice-President. The Corporate Vice-President shall:
upon request by the Board, perform all duties and responsibilities of the
President in his absence or during his inability to act; and generally perform
such other duties and responsibilities as the Board periodically requires.
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d. Secretary. The Corporate Secretary shall: take and
maintain (or cause to be taken and maintained) minutes of all Shareholder and
Board proceedings; unless otherwise provided herein, give (or cause to be given)
notice of all Shareholder and Director Meetings as required by this Code of
Regulations; maintain (or cause to be maintained) the Corporation's Seal (if
any) and all Corporate books, records and other documents; and generally perform
all duties incident to the Office and such other duties and responsibilities as
the Board periodically requires.
e. Treasurer. The Corporate Treasurer shall: maintain
(or cause to be maintained) custody of the Corporation's funds, securities,
properties, and other assets as periodically required by the Board; prepare (or
cause to be prepared) accurate financial accounts and statements of the
Corporation's financial condition as periodically required by the Board;
maintain (or cause to be maintained) accurate accounts of all funds received and
paid by the Corporation; and generally perform all duties incident to the Office
and such other duties and responsibilities as the Board periodically requires.
f. Other Officers. Any other Corporate Officers shall
have such duties and responsibilities as the Board periodically requires.
ARTICLE V
INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS
Section 1. Indemnification.
To the fullest extent authorized or permitted by law, the
Corporation shall indemnify and hold harmless any or all Corporate Directors and
Officers (past, present or future) from and against all liabilities, judgments,
decrees, fines, penalties, expenses, fees, amounts paid in settlement or any
other costs, losses, expenses (including, but not limited to, attorneys' fees
and court costs) arising or resulting from or in connection or association with
any threatened, pending or completed action, suit or proceeding (whether civil,
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criminal, administrative, investigatory or otherwise) and any appeals related
thereto, under which said Directors and Officers are parties or participants
because of actions or omissions of the Directors or Officers at the request or
on behalf of the Corporation. The right of indemnification under this Section 1
shall apply only if the Director or Officer (as the case may be) acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Any indemnification under this Section 1 shall be made by the
Corporation only upon a determination that indemnification of the Director
and/or Officer (as the case may be) under this Section 1 is proper under the
circumstances because the Director or Officer (as the case may be) has met the
standard of conduct set forth in the immediately preceding sentence. Such
determination shall be made as follows:
(i) By a majority vote of a quorum of Directors
of the Corporation (other than Director(s) claiming a right of indemnification
under this Section 1); or
(ii) By the Shareholder(s) of the Corporation.
Section 2. Other Rights.
The provisions of this Article shall not exclude or limit any
rights or benefits to which any person so indemnified is or may be entitled: (a)
as a matter of law or statute; (b) by the Articles of Incorporation, Corporate
Bylaws or any agreements; (c) by the vote of Shareholders or Directors; or (d)
through insurance purchased by the Corporation.
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ARTICLE VI
SHARES
Section 1. Certificates and Share Records.
a. Certificates evidencing ownership of Corporate Shares
shall be issued and registered on the Corporation's Share records to the lawful
owner or holder of such Shares upon full payment therefor. All Certificates
shall contain such signatures and information as required by this Code of
Regulations and Ohio law and shall be of such tenor and design as the Board
periodically determines.
b. The Corporate Secretary shall maintain (or cause to
be maintained) a record of all Corporate Share Certificates, the registered
owner or holder thereof, the date of issuance and cancellation and any other
information the Board periodically requires.
Section 2. Lost, Stolen or Destroyed Certificates.
The Corporation may issue new Share Certificates to replace
lost, stolen or destroyed Certificates. In its sole discretion, the Board may
first require the registered Shareholder to indemnify the Corporation and to
furnish a bond to the Corporation from such sureties, for such amount, and with
such terms and conditions as the Board determines to protect the Corporation
and/or any other person from injury or damage by issuance of a new Share
Certificate.
Section 3. Cancellation of Certificates.
In his sole discretion, the President shall determine whenever
any outstanding Share Certificates should be cancelled and exchanged for other
Share Certificates and shall order and require the holders of such outstanding
Share Certificates to surrender them for such purposes. Until compliance with
the Board's order, all rights of the holder (as a Shareholder) of any such Share
Certificates shall be suspended with respect to the Share(s) represented
thereby.
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Section 4. Transfer of Shares.
a. Subject to Section 5 of this Article VI, Corporate
Shares may be transferred on the Corporation's Share records by the registered
holder, by the Shareholder's legally empowered attorney, or by the Shareholder's
legal representative upon surrender and cancellation of the Share Certificates
with duly executed assignment and power of transfer endorsed thereon (or
attached thereto) and with such proof of signatures as the Board requires.
b. After the Board fixes a Record Date for any
Shareholder Meeting, the payment of a dividend or the exercise of any
Shareholder rights, no Shares shall be transferred on the Corporation's Share
records until immediately after the occurrence of such event.
Section 5. Restrictions Upon the Alienation and Transfer of Shares.
a. No Corporate Shares shall be issued, sold, offered
for sale, hypothecated, assigned, disposed of or otherwise transferred (whether
by reason of death, sale, gift, assignment, order of court, any judicial
process, or otherwise) unless: (i) such Shares have been duly registered under
the Securities Act of 1933, pursuant to an effective registration statement
contemplating the transaction or transactions in which the Shares are to be
sold, offered for sale, hypothecated, assigned, disposed of or otherwise
transferred, or (ii) both of the following conditions are satisfied;
(1) During the period in which
securities that are part of an issue are being
offered and sold by this Corporation, and for a
period of nine (9) months from the date of the
Corporation's last sale of such securities, all
resales of any part of the issue, by any persons,
shall be made only to persons resident within the
State of Ohio; and
(2) The Corporation has received the
written opinion of its counsel to the effect that the
sale, offer for sale, hypothecation, assignment,
transfer, or other proposed disposition of the
Corporation's Shares may be accomplished without such
registration under said Securities Act of 1933.
b. Certificates for all the Corporation's issued Shares
shall bear a legend in substantially the following form:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE,
HYPOTHECATED, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS (A) SUCH SECURITIES ARE REGISTERED
UNDER SAID ACT; OR (B) BOTH OF THE FOLLOWING
CONDITIONS ARE SATISFIED: (i) DURING THE PERIOD IN
WHICH AN ISSUE (OF WHICH THESE SECURITIES ARE A PART)
IS BEING OFFERED AND SOLD BY THIS CORPORATION AND FOR
A PERIOD OF NINE (9) MONTHS FROM THE DATE OF
CORPORATION'S LAST SALE OF SUCH ISSUE, ALL RESALES OF
ANY PART OF THESE SECURITIES BY ANY PERSON SHALL BE
MADE ONLY TO PERSONS RESIDENT WITHIN THE STATE OF
OHIO, AND (ii) THE COMPANY RECEIVES AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT SUCH PROPOSED SALE OR
OFFER OR OTHER DISPOSITION DOES NOT REQUIRE
REGISTRATION OF SUCH SECURITIES UNDER SAID ACT."
c. No Corporate Shares shall be issued, sold, offered
for sale, pledged, assigned, disposed of or otherwise transferred (whether by
reason of death, sale, gift, assignment, order of court, any judicial process or
otherwise) to any person or entity unless said person or entity is a current
employee of Corporation or is a Trust described in Section 401(a) of the
Internal Revenue Code of 1986 (or the corresponding provision of any future
Federal revenue laws) which is sponsored by the Corporation. Notwithstanding the
restrictions set forth in the immediately preceding sentence, the Corporate
Shares may be pledged for the sole and exclusive purpose of enabling a
Shareholder (which is also a Trust described in Section 401(a) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future Federal
Revenue Law) that is sponsored by the Corporation) to obtain financing from a
qualified financial institution licensed to do business in Ohio (herein called
the "Bank") in order to purchase the Corporate Shares. Any purported transfer of
Corporate Shares in violation of the restrictions designated in this Paragraph
(c) shall be null, void and without effect and shall not affect the beneficial
ownership of the Corporate Shares; provided, however, that the foregoing
restrictions shall not apply in the event the Bank seeks to enforce its security
interest in any of the pledged Corporate Shares.
d. The foregoing restrictions and limitations shall be
imprinted on all Stock Certificates of this Corporation.
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ARTICLE VII
AMENDMENTS
The Shareholder may repeal or amend this Code of Regulations
or adopt an Amended Code: (i) at any Shareholder Meeting by the vote of at least
two-thirds (2/3) of the voting Shares represented in person or by proxy at such
Meeting or (ii) by the written consent of the registered holders of all the
voting Shares as of the Record Date.
ARTICLE VIII
PRIOR INSTRUMENTS
This Code of Regulations supersedes and nullifies all prior
Codes of Regulations, Bylaws, constitutions and similar instruments previously
adopted by the Corporation's Shareholder and/or Board of Directors.
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