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Exhibit 3(b)(1)
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Certificate regarding Adoption of
Amendments to the Code of Regulations
of The Scotts Company by the
Shareholders on January 18, 2001
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The undersigned hereby certifies that he is the duly elected, qualified
and acting Secretary of The Scotts Company (the "Company"); and that at the 2001
Annual Meeting of Shareholders (the "Annual Meeting") duly called and held on
January 18, 2001, the shareholders of the Company duly adopted proposals to (a)
adopt amendments to Sections 1.03, 1.04 and 1.10 of the Company's Code of
Regulations (Proposal No. 3 as considered at the Annual Meeting); (b) adopt
amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07 and 3.08 of Article
THREE of the Company's Code of Regulations (Proposal No. 4 as considered at the
Annual Meeting); and (c) adopt an amendment to Section 2.10 of the Company's
Code of Regulations (Proposal No. 5 as considered at the Annual Meeting). The
text of the Section(s) of the Company's Code of Regulations amended as a result
of the adoption of each Proposal is attached hereto in Annex A (Proposal No. 3),
Annex B (Proposal No. 4) and Annex C (Proposal No. 5).
IN WITNESS WHEREOF, the undersigned has signed this Certificate this
8th day of February, 2001.
/s/ G. Robert Lucas
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G. Robert Lucas, Secretary
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Annex A
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Amended Sections 1.03, 1.04 and 1.10
of the Code of Regulations of
The Scotts Company as Adopted in Proposal No. 3
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Section 1.03. Place of Meetings. Meetings of shareholders may be held
either within or outside the State of Ohio. Meetings of shareholders may be held
in any manner or place determined by the Board of Directors and permitted by
Ohio law.
Section 1.04. Notice of Meetings. (A) Written notice stating the time,
place, if any, and purposes of a meeting of the shareholders, and any other
matters related to the conduct of the meeting required by Ohio law to be
specified, shall be given by personal delivery, by mail or by any other means of
delivery or communication permitted by Ohio law. Any such notice shall be given
not less than seven nor more than sixty days before the date of the meeting, (1)
to every shareholder of record entitled to notice of the meeting, (2) by or at
the direction of the chairman of the board, the president or the secretary. If
mailed or sent by a delivery service permitted by Ohio law, the notice shall be
sent to the shareholder at the shareholder's address as it appears on the
records of the corporation. If transmitted by another means of communications in
the manner permitted by Ohio law, the notice shall be transmitted to the address
furnished by the shareholder for such transmissions. Notice of adjournment of a
meeting need not be given if the time and place, if any, to which it is
adjourned and any other matters related to the conduct of the adjourned meeting
required by Ohio law to be specified, shall be fixed and announced at such
meeting. In the event of a transfer of shares after the record date for
determining the shareholders who are entitled to receive notice of a meeting of
shareholders, it shall not be necessary to give notice to the transferee.
Nothing herein contained shall prevent the setting of a record date in the
manner provided by law, the Articles or the Regulations for the determination of
shareholders who are entitled to receive notice of or to vote at any meeting of
shareholders or for any purpose required or permitted by law.
(B) Following receipt by the president or the secretary of a request in
writing, specifying the purpose or purposes for which the persons properly
making such request have called a meeting of shareholders, delivered either in
person or by registered mail to such officer by any persons entitled to call a
meeting of shareholders, such officer shall cause to be given to the
shareholders entitled to notice, notice of a meeting to be held on a date not
less than seven nor more than sixty days after the receipt of the request, as
the officer may fix. If the notice is not given within fifteen days after the
receipt of the request by the president or the secretary, then, and only then,
the persons properly calling the meeting may fix the time of meeting and give
notice on the time of meeting in accordance with the provisions of the
Regulations.
Section 1.10. Proxies. At meetings of the shareholders, any shareholder
of record entitled to vote thereat may be represented and may vote by proxy or
proxies appointed by an instrument in writing signed by such shareholder or
appointed in any
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other manner permitted by Ohio law. Any such instrument in writing or record of
any such appointment shall be filed with or received by the secretary of the
meeting before the person holding such proxy shall be allowed to vote
thereunder. No appointment of a proxy is valid after the expiration of eleven
months after it is made unless the writing or other communication which appoints
such proxy specifies the date on which it is to expire or the length of time it
is to continue in force.
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Annex B
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Amendments to Sections in Article THREE
of the Code of Regulations of The Scotts Company
as Adopted in Proposal No. 4
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Section 3.01. Officers. The officers of the corporation to be elected
by the directors shall be a chairman of the board, chief executive officer, a
president, a secretary, a treasurer, and, if desired, one or more vice
presidents and such other officers and assistant officers as the directors may
from time to time elect. The chairman of the board must be a director. Officers
need not be shareholders of the corporation, and may be paid such compensation
as the board of directors may determine. Any two or more offices 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, the
Articles, the Regulations or the By-Laws to be executed, acknowledged, or
verified by two or more officers.
Section 3.03. Duties of the Chairman of the Board. The chairman of the
board, if there shall be such an officer, shall preside at all meetings of the
directors and of the shareholders. He shall perform such other duties and
exercise such other powers as the directors shall from time to time assign to
him.
Section 3.04. Duties of the Chief Executive Officer. The chief
executive officer of the corporation shall have, subject to the control of the
directors, general supervision and management over the business of the
corporation and over its officers and employees. The chief executive officer
shall perform such other duties and exercise such other powers as the directors
may from time to time assign to him.
Section 3.05. Duties of the President. The president of the corporation
shall have, subject to the control of the directors and, if there be one, the
chief executive officer, general and active supervision and management over the
business of the corporation and over its officers and employees. The president
shall perform such other duties and exercise such other powers as the directors
may from time to time assign to him.
Section 3.06. Duties of the Vice Presidents. Each vice president shall
perform such duties and exercise such powers as may be assigned to him from time
to time by the chairman of the board or the president. In the absence of the
chairman of the board or the president, the duties of the chairman of the board
or the president shall be performed and his powers may be exercised by such vice
president as shall be designated by the chairman of the board or the president,
or failing such designation, such duties shall be performed and such powers may
be exercised by each vice president in the order of their earliest election to
that office, subject in any case to review and superseding action by the
chairman of the board or the president.
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Section 3.07. Duties of the Secretary. The secretary shall have the
following powers and duties:
(A) He shall keep or cause to be kept a record of all the
proceedings of the meetings of the shareholders and of the board of
directors in books provided for that purpose.
(B) He shall cause all notices to be duly given in accordance
with the provisions of these Regulations and as required by law.
(C) Whenever any committee shall be appointed pursuant to a
resolution of the board of directors, he shall furnish a copy of such
resolution to the members of such committee.
(D) He shall be the custodian of the records of the
corporation.
(E) He shall properly maintain and file all books, reports,
statements, certificates and all other documents and records required
by law, the Articles or these Regulations.
(F) He shall have charge of the stock books and ledgers of the
corporation and shall cause the stock and transfer books to be kept in
such manner as to show at any time the number of shares of the
corporation of each class issued and outstanding, the names
(alphabetically arranged) and the addresses of the holders of record of
such shares, the number of shares held by each holder and the date as
of which each became such holder of record.
(G) He shall sign (unless the treasurer, an assistant
treasurer or assistant secretary shall have signed) certificates
representing shares of the corporation the issuance of which shall have
been authorized by the board of directors.
(H) He shall perform, in general, all duties incident to the
office of secretary and such other duties as may be specified in these
Regulations or as may be assigned to him from time to time by the board
of directors, the chairman of the board or the president.
Section 3.08. Duties of the Treasurer. The treasurer shall have the
following powers and duties:
(A) He shall have charge and supervision over and be
responsible for the moneys, securities, receipts and disbursements of
the corporation, and shall keep or cause to be kept full and accurate
records of all receipts of the corporation.
(B) He shall cause the moneys and other valuable effects of
the corporation to be deposited in the name and to the credit of the
corporation in such banks or trust companies or with such bankers or
other depositaries as
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shall be selected by the board of directors, the chairman of the board
or the president.
(C) He shall cause the moneys of the corporation to be
disbursed by checks or drafts upon the authorized depositaries of the
corporation and cause to be taken and preserved proper vouchers for all
moneys disbursed.
(D) He shall render to the board of directors, the chairman of
the board or the president, whenever requested, a statement of the
financial condition of the corporation and of all his transactions as
treasurer, and render a full financial report at the annual meeting of
the shareholders, if called upon to do so.
(E) He shall be empowered from time to time to require from
all officers or agents of the corporation reports or statements giving
such information as he may desire with respect to any and all financial
transactions of the corporation.
(F) He may sign (unless an assistant treasurer or the
secretary or an assistant secretary shall have signed) certificates
representing shares of the corporation the issuance of which shall have
been authorized by the board of directors.
(G) He shall perform, in general, all duties incident to the
office of treasurer and such other duties as may be specified in these
Regulations or as may be assigned to him from time to time by the board
of directors, the chairman of the board or the president.
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Annex C
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Amendment to Section 2.10 of the
Code of Regulations of The Scotts Company
as Adopted in Proposal No. 5
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Section 2.10. Executive and Other Committees. The directors may create
an executive committee or any other committee of directors, to consist of one or
more directors (subject to any other requirements as to the number of directors
serving on a committee that may be imposed by law or the rules and regulations
of the Securities and Exchange Commission or any other regulatory authority),
and may authorize the delegation to such executive committee or other
committees, of any of the authority of the directors, however conferred, other
than that of filling vacancies among the directors or in the executive committee
or in any other committee of the directors.
Such executive committee or any other committee of directors shall
serve at the pleasure of the directors, shall act only in the intervals between
meetings of the directors, and shall be subject to the control and direction of
the directors. Such executive committee or other committee of directors may act
by a majority of its members at a meeting or by a writing or writings signed by
all of its members.
Any act or authorization of any act by the executive committee or any
other committee within the authority delegated to it shall be as effective for
all purposes as the act or authorization of the directors. No notice of a
meeting of the executive committee or of any other committee of directors shall
be required. A meeting of the executive committee or of any other committee of
directors may be called only by the chairman of the board, chief executive
officer or president or by a member of such executive or other committee of
directors. Meetings of the executive committee or of any other committee of
directors may be held through any communications equipment if all persons
participating can hear each other and participation in such a meeting shall
constitute presence thereat.
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