LumenX Corporation
REGULATIONS
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Cleveland, County of
Cuyahoga, State of Ohio.
Section 2. The corporation may also have offices at such other places as the
board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Meetings of the shareholders shall be in the City of Muncie, State of
Indiana.
Section 2. An annual meeting of the shareholders, commencing with the year 1994,
shall be held on such date and time as may be designated by the board of
directors when they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Written notice stating the time, place and purpose of a meeting of
the shareholders shall be given either by personal delivery or by mail not less
than seven (7) days nor more than sixty (60) days before the date of the meeting
to each shareholder of record entitled to notice of the meeting by or at the
direction of the president or a vice president or the secretary or an assistant
secretary. If mailed, such notice shall be addressed to the shareholder at his
address as it appears on the records of the corporation. Notice of adjournment
of a meeting need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting.
Section 4. Meetings of the shareholders may be called by the president or a vice
president, or the directors by action at a meeting, or a majority of the
directors acting without a meeting or by the secretary of the corporation upon
the order of the board of directors, or by the persons who hold twenty-five per
cent of all the shares outstanding and entitled to vote thereat. Upon the
request in writing delivered either in person or by registered mail to the
president or secretary by any persons entitled to call a meeting of the
shareholders, such officer shall forthwith cause notice to be given to the
shareholders entitled thereto. If such request be refused, then the persons
making such request may call a meeting by giving notice in the manner provided
in these regulations.
Section 5. Business transacted at any special meeting of shareholders shall be
confined to the purposes stated in the notice.
Section 6. Upon request of any shareholders at any meeting of shareholders,
there shall be produced at such meeting an alphabetically arranged list, or
classified lists, of the shareholders of record as of the record date of such
meeting, who are entitled to vote, showing their respective addresses and the
number and class of shares held by each. Such list or lists when certified by
the officer or agent in charge of the transfers of shares shall be prima-facie
evidence of the facts shown therein.
Section 7. The holders of a majority of the shares issued and outstanding having
voting power, present in person or represented by proxy, shall be requisite and
shall constitute a quorum at all meetings of shareholders for the transaction of
business, except that at any meeting of shareholders called to take any action
which is authorized or regulated by statute, in order to constitute a quorum,
there shall be present in person or represented by proxy the holders of record
of shares entitling them to exercise the voting power
required by statute, the articles of incorporation, or these regulations, to
authorize or take the action proposed or stated in the notice of the meeting.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 8. When a quorum is present or represented at any meeting, the vote of
the holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the articles of incorporation or of these regulations, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 9. At every meeting of shareholders, each outstanding share having
voting power shall entitle the holder thereof to one vote on each matter
properly submitted to the shareholders, subject to the provisions with respect
to cumulative voting set forth in this section. If notice in writing is given by
any shareholder to the president, a vice president or the secretary, not less
than forty-eight hours before the time fixed for holding a meeting of the
shareholders for the purpose of electing directors if notice of such meeting
shall have been given at least ten days prior thereto, and otherwise not less
than twenty-four hours before such time, that he desires that the voting at such
election shall be cumulative, and if an announcement of the giving of such
notice is made upon the convening of the meeting by the chairman or secretary or
by or on behalf of the shareholder giving such notice, each shareholder shall
have the right to cumulate such voting power as he possesses and to give one
candidate as many votes as the number of directors to be elected multiplied by
the number of his votes equals, or to distribute his votes on the same principle
among two or more candidates, as he sees fit. A shareholder shall be entitled to
vote even though his shares have not been fully paid, but shares upon which an
installment of the purchase price is overdue and unpaid shall not be voted.
Section 10. A person who is entitled to attend a shareholders' meeting, to vote
thereat, or to execute consents, waivers, or releases, may be represented at
such meeting or vote thereat, and execute consents, waivers, and releases, and
exercise any of his other rights, by proxy or proxies appointed by a writing
signed by such person. A telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of a writing, appointing a proxy is sufficient writing. No
appointment of a proxy shall be valid after the expiration of eleven months
after it is made unless the writing specifies the date on which it is to expire
or the length of time it is to continue in force.
Section 11. Unless the articles or these regulations prohibit the authorization
or taking of any action of the shareholders without a meeting, any action which
may be authorized or taken at a meeting of the shareholders may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by all the shareholders who would be entitled to
notice of a meeting of the shareholders held for such purpose, which writing or
writings shall be filed with or entered upon the records of the corporation.
ARTICLE III
DIRECTORS
Section 1. The number of directors, which shall not be less than three, may be
fixed or changed at a meeting of shareholders called for the purpose of electing
directors. The first board shall consist of three (3) directors. Except where
the law, the articles of incorporation, or these regulations require any action
to be authorized or taken by shareholders, all of the authority of the
corporation shall be exercised by the directors. The directors shall be elected
at the annual meeting of shareholders, except as provided in Section 2 of this
article, and each director shall hold office until the next annual meeting of
the shareholders and until his successor is elected and qualified, or until his
earlier resignation, removal from office, or
death. When the annual meeting is not held or directors are not elected thereat,
they may be elected at a special meeting called for that purpose. Directors need
not be shareholders.
Section 2. If the office of any director or directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, the remaining directors, though less than a quorum, shall by a vote
of a majority of their number, choose a successor or successors, who shall hold
office for the unexpired term in respect to which such vacancy occurred.
Section 3. For their own government the directors may adopt by-laws not
inconsistent with the articles of incorporation or these regulations.
Section 4. The directors may hold their meeting, and keep the books of the
corporation, outside the State of Ohio, at such places as they may from time to
time determine but, if no transfer agent is appointed to act for the corporation
in Ohio, it shall keep an office in Ohio at which shares shall be transferable
and at which it shall keep books in which shall be recorded the names and
addresses of all shareholders and all transfers of shares.
COMMITTEES
Section 5. The directors may at any time elect three or more of their number as
an executive committee or other committees, which shall, in the interval between
meetings of the board of directors, exercise such powers and perform such duties
as may from time to time be prescribed by the board of directors. Any such
committee shall be subject at all times to the control and direction of the
board of directors. Unless otherwise ordered by the board of directors, any such
committee may act by a majority of its members at a meeting or by a writing or
writings signed by all its members. An act or authorization of an act by any
such committee within the authority delegated to it shall be as effective for
all purposes as the act or authorization of the board of directors.
Section 6. The committee shall keep regular minutes of their proceedings and
report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 7. Directors, as such, shall not receive any stated salary for their
services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board; provided that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 8. Members of the executive committee or other committees may be allowed
like compensation for attending committee meetings.
MEETINGS OF THE BOARD
Section 9. The first meeting of each newly elected board shall be held at such
time and place, either within or without the State of Ohio, as shall be fixed by
the vote of the shareholders at the annual meeting, of which two days' notice
shall be delivered personally or sent by mail or telegram to each newly elected
director. Such meeting may be held at any place or time as may be fixed by the
consent in writing of all the directors, given either before or after the
meeting.
Section 10. Regular meetings of the board may be held at such time and place,
either within or without the State of Ohio, as shall be determined by the board.
Section 11. Special meetings of the board may be called by the president, any
vice president, or by two directors on two days' notice to each director, either
delivered personally or sent by mail, telegram or cablegram. The notice need not
specify the purposes of the meeting.
Section 12. At all meetings of the board (SC) directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the articles of incorporation or by these
regulations. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, until a
quorum shall be present. Notice of adjournment of a meeting need not be given to
absent directors if the time and place are fixed at the meeting adjourned.
Section 13. Unless the articles or these regulations prohibit the authorization
or taking of any action of the directors without a meeting, any action which may
be authorized or taken at a meeting of the directors may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by all the directors, which writing or writings shall be filed
with or entered upon the records of the corporation.
REMOVAL OF DIRECTORS
Section 14. All the directors, or all the directors of a particular class, if
any, or any individual director may be removed from office, without assigning
any cause, by the vote of the holders of a majority of the voting power
entitling them to elect directors in place of those to be removed, provided that
unless all the directors, or all the directors of a particular class, if any,
are removed, no individual director shall be removed in case the votes of a
sufficient number of shares are cast against his removal which, is cumulatively
voted at an election of all the directors, or all the directors of a particular
class, if any, as the case may be, would be sufficient to elect at least one
director. In case of any such removal, a new director may be elected at the same
meeting for the unexpired term of each director removed. Failure to elect a
director to fill the unexpired term of any director removed shall be deemed to
create a vacancy in the board.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors and shareholders may also be given by telegram or telephone.
Section 2. Notice of the time, place and purposes of any meeting of shareholders
or directors as the case may be, whether required by law, the articles of
incorporation or these regulations, may be waived in writing, either before or
after the holding of such meeting, by any shareholder, or by any director, which
writing shall be filed with or entered upon the records of the meeting.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the directors and
shall be a president, a vice president, a secretary and a treasurer. The board
of directors may also choose additional vice presidents, and one or more
assistant secretaries and assistant treasurers. Any two or more of such offices
except the offices of president and vice president, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law or by these
regulations to be executed, acknowledged or verified by any two or more
officers.
Section 2. The board of directors at its first meeting after each annual meeting
of shareholders shall choose a president, a vice president, a secretary and a
treasurer, none of whom need be a member of the board.
Section 3. The board may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.
Section 4. The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If the office of
any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and directors,
shall be ex officio a member of the executive committee or any other committee,
shall have general and active management of the business of the corporation, and
shall see that all orders and resolutions of the board are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
THE VICE PRESIDENTS
Section 8. The vice presidents in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president. They
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of directors and
all meetings of the shareholders and record all the proceedings of the meetings
of the corporation and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
He shall give, or cause to be given, notice of all meetings of the shareholders
and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.
Section 10. The assistant secretaries in the order of their seniority unless
otherwise determine by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation
a bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the board
of directors for the faithful performance of the duties of his office and for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
Section 14. The assistant treasurers in the order of their seniority, unless
otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
ARTICLE VI
INDEMNIFICATION
Section 1. The Corporation shall indemnify each person who is or was a director,
officer or employee of the corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he is serving or
served in any capacity at the request of the corporation, against any and all
liability and reasonable expense that may be incurred by him in connection with
or resulting from any claim, action, suit or proceeding (whether actual or
threatened, brought by or in the right of the corporation or such other
corporation, partnership, joint venture, trust or other enterprise, or
otherwise, civil, criminal, administrative, investigative, or in connection with
an appeal relating thereto), in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the corporation or of such other corporation, partnership, joint venture,
trust or other enterprise or by reason of any past or future action taken or not
taken in his capacity as such director, officer or employee, whether or not he
continues to be such at the time such liability or expense is incurred, provided
that such person acted in good faith and in a manner he reasonably believed to
be in the best interests of the corporation or such other corporation,
partnership, joint venture, trust or other enterprise, as the case may be, and,
in addition, in any criminal action or proceedings, had no reasonable cause to
believe that his conduct was unlawful. Notwithstanding the foregoing, there
shall be no indemnification (a) as to amounts paid or payable to the corporation
or such other corporation, partnership, joint venture, trust or other
enterprise, as the case may be, for or based upon the director, officer or
employee having gained in fact any personal profit or advantage to which he was
not legally entitled: (b) as to amounts paid or payable to the corporation for
an accounting of profits in fact made from the purchase or sale of securities of
the corporation within the meaning of section 16(b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any state statutory
law; or (c) with respect to matters as to which indemnification would be in
contravention of the laws of the State of Indiana or of the United States of
America, whether as a matter of public policy or pursuant to statutory
provisions.
Section 2. Any such director, officer or employee who has been wholly
successful, on the merits or otherwise, with respect to any claim, action, suit
or proceeding of the character described herein shall be entitled to
indemnification as of right, except to the extent he has otherwise been
indemnified. Except as provided in the preceding sentence, any indemnification
hereunder shall be granted by the corporation, but only if (a) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding, shall find that the directors, officer or employee has met the
applicable standards of conduct set forth in this Article SIX; or (b) outside
legal counsel engaged by the Corporation (who may be regular counsel of the
corporation) shall deliver to the corporation its written opinion that such
director, officer or employee has met such applicable standards, in an action
brought either by the corporation, or by the director, officer of employee
seeking indemnification, applying de novo such action, suit or proceeding, civil
or criminal, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer or employee did not meet
the applicable standards of conduct set forth in this Article SIX.
Section 3. As used in this Article SIX, the term "liability" shall mean amounts
paid in settlement or in satisfaction of judgments or finds or penalties, and
the term "expense" shall include, but shall not be limited to, attorneys' fees
and disbursements, incurred in connection with the claim, action, suit or
proceeding. The corporation may advance expenses to, or where appropriate may at
its option and expense undertake the
defense of, any such director, officer or employee upon receipt of an
undertaking by or on behalf of such person to repay such expenses if it should
ultimately be determined that the person is not entitled to indemnification
under this Article SIX.
Section 4. The provisions of this Article SIX shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act occurring before or after the
adoption hereof. If several claims, issues or matters of action are involved,
any such director, officer or employee may be entitled to indemnification as to
some matters even though he is not so entitled as to others. The rights of
indemnification provided hereunder shall be in addition to any rights to which
any director, officer or employee concerned may otherwise be entitled by
contract or as a matter of law, and shall inure to the benefit of the heirs,
executors and administrators of any such director, officer of employee.
ARTICLE VII
CERTIFICATES OF STOCK
Section 1. Each holder of shares is entitled to one or more certificates, signed
by the president or a vice president and by the secretary, an assistant
secretary, the treasurer, or an assistant treasurer of the corporation, which
shall certify the number and class of shares held by him in the corporation.
Every certificate shall state that the corporation is organized under the laws
of Ohio, the name of the person to whom the shares represented by the
certificate are issued, the number of shares represented by the certificate, and
the par value of each share represented by it or that the shares are without par
value, and if the shares are classified, the designation of the class, and the
series, if any, of the shares represented by the certificate. There shall also
be stated on the face or back of the certificate the express terms, if any, of
the shares represented by the certificate and of the other class or classes and
series of shares, if any, which the corporation is authorized to issue, or a
summary of such express terms, or that the corporation will mail to the
shareholder a copy of such express terms without charge within five days after
receipt of written request therefor, or that a copy of such express terms is
attached to and by reference made a part of such certificate and that the
corporation will mail to the shareholder a copy of such express terms without
charge within five days after receipt of written request therefor if the copy
has become detached from the certificate.
Section 2. In case of any restriction on transferability of shares or
reservation of lien thereon, the certificate representing such shares shall set
forth on the face or back thereof the statements required by the General
Corporation Law of Ohio to make such restrictions or reservations effective.
Section 3. Where a certificate is countersigned by an incorporated transfer
agent or registrar, the signature of any of the officers specified in section 1
of this article may be facsimile, engraved, stamped, or printed. Although any
officer of the corporation, whose manual or facsimile signature has been placed
upon such certificate, ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.
LOST CERTIFICATES
Section 4. The board of directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
TRANSFERS OF STOCK
Section 5. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 6. For any lawful purpose, including without limitation, (1) the
determination of the shareholders who are entitled to receive notice of or to
vote at a meeting of shareholders; (2) receive payment of any dividend or
distribution; (3) receive or exercise rights of purchase of or subscription for,
or exchange or conversion of, shares or other securities, subject to contract
rights with respect thereto; or (4) participate in the execution of written
consents, waivers, or releases, the directors may fix a record date which shall
not be a date earlier than the date on which the record date is fixed and, in
the cases provided for in clauses (1), (2) and (3) above, shall not be more than
sixty days, preceding the date of the meeting of the shareholders, or the date
fixed for the payment of any dividend or distribution, or the date fixed for the
receipt or the exercise of rights, as the case may be.
Section 7. If a meeting of the shareholders is called by persons entitled to
call the same, or action is taken by shareholders without a meeting, and if the
directors fail or refuse, within such time as the persons calling such meeting
or initiating such other action may request, to fix a record date for the
purpose of determining the shareholders entitled to receive notice of or vote at
such meeting, or to participate in the execution of written consents, waivers,
or releases, then the persons calling such meeting or initiating such other
action may fix a record date for such purposes, subject to the limitations set
forth in section 6 of this article.
Section 8. The record date for the purpose of clause (1) of section 6 of this
article shall continue to be the record date for all adjournments of such
meeting, unless the directors or the persons who shall have fixed the original
record date shall, subject to the limitations set forth in section 6 of this
article, fix another date, and in case a new record date is so fixed, notice
thereof and of the date to which the meeting shall have been adjourned shall be
given to shareholders of record as of said date in accordance with the same
requirements as those applying to a meeting newly called.
Section 9. The directors may close the share transfer books against transfers of
shares during the whole or any part of the period provided for in section 6 of
this article, including the date of the meeting of the shareholders and the
period ending with the date, if any, to which adjourned. If no record date is
fixed therefor, the record date for determining the shareholders who are
entitled to receive notice of, or who are entitled to vote at, a meeting of
shareholders, shall be the date next preceding the day on which notice is given,
or the date next preceding the day on which the meeting is held, as the case may
be.
Section 10. The corporation shall be entitled to recognize the exclusive rights
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the state of Ohio.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. The board of directors may declare and the corporation may pay
dividends and distributions on its outstanding shares in cash, property, or its
own shares pursuant to law and subject to the provisions of its articles of
incorporation.
Section 2. Before payment of any dividend or distribution, there may be set
aside out of any funds of the corporation available for dividends or
distributions such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends or distributions, or for repairing or maintaining
any property of the corporation, or for such other purposes as the directors
shall think conducive to the interests of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. At the annual meeting of shareholders, or the meeting held in lieu of
it, the corporation shall prepare and lay before the shareholders a financial
statement consisting of: A balance sheet containing a summary of the assets,
liabilities, stated capital, if any, and surplus (showing separately any capital
surplus arising from unrealized appreciation of assets, other capital surplus,
and earned surplus) of the corporation as of a date not more than four months
before such meeting; if such meeting is an adjourned meeting, the balance sheet
may be as of a date not more than four months before the date of the meeting as
originally convened; and a statement of profit and loss and surplus, including a
summary of profits, dividends or distributions paid, and other changes in the
surplus accounts of the corporation for the period commencing with the date
marking the end of the period for which the last preceding statement of profit
and loss required under this section was made and ending with the date of the
balance sheet, or in the case of the first statement of profit and loss, from
the incorporation of the corporation to the date of the balance sheet.
The financial statement shall have appended to it a certificate signed by the
president or a vice president or the treasurer or an assistant treasurer or by a
public accountant or firm of public accountants to the effect that the financial
statement presents fairly the position of the corporation and the results of its
operations in conformity with generally accepted accounting principles applied
on a basis consistent for the period covered thereby, or to the effect that the
financial statements have been prepared on the basis of accounting practices and
principles that are reasonable in the circumstances.
Section 4. Upon the written request of any shareholder made within sixty days
after notice of any such meeting has been given, the corporation, not later than
the fifth day after receiving such request or the fifth day before such meeting,
whichever is the later date, shall mail to such shareholder a copy of such
financial statement.
CHECKS
Section 5. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers as the board of directors may from time to
time designate.
FISCAL YEAR
Section 6. The fiscal year of the corporation shall be fixed by resolution of
the board of directors.
SEAL
Section 7. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, Ohio."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.
ARTICLE IX
AMENDMENTS
Section 1. These regulations may be amended or new regulations adopted by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power on such proposal, at any regular meeting of the
shareholders, or at any special meeting of the shareholders if notice of the
proposal to amend or add to the regulations be contained in the notice of the
meeting, or, without a meeting, by the written consent of the holders of record
of shares entitling them to exercise a majority of the voting power on such
proposal.