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Exhibit 3-b
AMENDMENT TO ARTICLE I, SECTION 4
OF 1984 AMENDED REGULATIONS
ADOPTED BY SHAREHOLDERS
FEBRUARY 22, 1989
Section 4. Quorum; Adjournment. Except as may be otherwise
provided by law or by the Articles of Incorporation, at any
meeting of the shareholders, holders of one-third of the
outstanding voting shares of the Company present in person
or by proxy shall constitute a quorum of such meeting;
provided, however, that no action required by law, the
Articles, or these Regulations to be authorized or taken by
a designated proportion of the shares of any particular
class or of each class of the Company may be authorized or
taken by a lesser proportion and except that the holders of
a majority of the voting shares represented at the meeting
may adjourn the meeting from time to time; if any meeting is
adjourned, notice of adjournment need not be given if the
time and place to which such meeting is adjourned are fixed
and announced at the meeting.
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NORDSON CORPORATION
1984 AMENDED REGULATIONS
Adopted: February 21, 1984
ARTICLE I
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SHAREHOLDERS
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SECTION 1. ANNUAL MEETING. The annual
meeting of shareholders of the Company for the election of
directors, the consideration of reports, and the transac-
tion of such other business as may properly be brought
before the meeting shall be held at the principal office of
the Company in Amherst, Ohio, or at such other place either
within or without the State of Ohio as may be designated by
the Board of Directors, by the Chairman of the Board, or by
the President and specified in the notice of the meeting,
at 5:15 o'clock p.m. on the fourth Tuesday in February in
each year, or at such other time and on such other date
(not, however, earlier than February 15 or later than March
15 in any year) as the Board of Directors may determine.
SECTION 2. SPECIAL MEETINGS. Special meet-
ings of the shareholders of the Company may be held on any
business day when called by the Chairman of the Board, by
the President, or by a Vice President; by the Board of
Directors acting at a meeting or by a majority of the di-
rectors acting without a meeting; or by persons who hold
twenty-five per cent of all the shares outstanding and
entitled to vote thereat. Upon request in writing deliv-
ered either in person or by registered mail to the Presi-
dent or the Secretary by any persons entitled to call a
special meeting of the shareholders, that officer shall
forthwith cause to be given to the shareholders entitled
thereto notice of a meeting to be held on a date not less
than seven or more than sixty days after the receipt of the
request, as that officer may fix. If the notice is not
given within thirty days after the delivery or mailing of
the request, the persons calling the meeting may fix the
time of the meeting and give notice thereof in the manner
provided by law or as provided in these Regulations, or
cause the notice to be given by any designated representa-
tive. Each special meeting shall be called to convene
between nine o'clock a.m. and four o'clock p.m. and shall
be held at the principal office of the Company at Amherst,
Ohio, unless the meeting is called by the directors, acting
with or without a meeting, in which case the meeting may be
held at any place either within or without the State of
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Ohio designated by the Board of Directors and specified in
the notice of the meeting.
SECTION 3. NOTICE OF MEETINGS. Not less
than seven or more than sixty days before the date fixed
for a meeting of shareholders, written notice stating the
time, place, and purposes of the meeting shall be given by
or at the direction of the Secretary, Assistant Secretary,
or any other person or persons required or permitted by
these Regulations to give the notice. The notice shall be
given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of
the day next preceding the day on which notice is given or,
if a record date therefor is duly fixed, of record as of
that date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear
on the records of the Company. Notice of the time, place,
and purposes of any meeting of shareholders may be waived
in writing, either before or after the holding of the meet-
ing, by any shareholders, which writing shall be filed with
or entered upon the records of the meeting. The attendance
of any shareholder at any meeting without protesting, prior
to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of
notice of the meeting.
SECTION 4. QUORUM; ADJOURNMENT. Except as
may be otherwise provided by law or by the Articles of
Incorporation, at any meeting of the shareholders the
holders of shares present in person or by proxy shall con-
stitute a quorum for the meeting; provided, however, that
no action require by law, by the Articles, or by these
Regulations to be authorized or taken by a designated pro-
portion of the shares of any particular class or of each
class of the Company may be authorized or taken by a lesser
proportion; and provided, further, that the holders of a
majority of the voting shares represented at the meeting,
whether or not a quorum is present, may adjourn the meeting
from time to time. If any meeting is adjourned, notice of
the adjournment need not be given if the time and place to
which the meeting is adjourned are fixed and announced at
the meeting.
SECTION 5. PROXIES. Persons entitled to
vote shares or to act with respect to shares may vote or
act in person or by proxy. The person appointed as proxy
need not be a shareholder. Unless the writing appointing a
proxy otherwise provides, the presence at a meeting of a
person who has appointed a proxy shall not operate to re-
voke the appointment. Notice to the Company, in writing or
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in open meeting, of the revocation of the appointment of a
proxy shall not affect any vote or act previously taken or
authorized.
SECTION 6. APPROVAL AND RATIFICATION OF
ACTS OF OFFICERS AND BOARD OF DIRECTORS. Except as other-
wise provided by the Articles of Incorporation or by law,
any contract, act, or transaction, prospective or past, of
the Company, of the Board of Directors, or of the officers
may be approved or ratified by the affirmative vote at a
meeting of the shareholders, or by the written consent,
with or without a meeting, of the holders of record of
shares entitling them to exercise a majority of the voting
power of the Company, and that approval or ratification
shall be as valid and binding as though affirmatively voted
for or consented to by every shareholder of the Company.
ARTICLE II
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BOARD OF DIRECTORS
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SECTION 1. NUMBER AND CLASSIFICATION. The
Board of Directors will be divided into three classes con-
sisting of not less than three directors each. The number
of directors may be fixed or changed (a) by the share-
holders at any meeting of shareholders called to elect
directors at which a quorum is present, by the vote of the
holders of a majority of the shares represented at the
meeting and entitled to vote on the proposal, or (b) by the
directors at any meeting of the Board of Directors, by the
vote of a majority of the directors then in office, except
that, after the number of directors in any class has been
fixed by the shareholders, the directors may not increase
or decrease that number by more than one and, further, no
class may consist of less than three directors. The terms
in office of the directors in each of the classes will
expire in consecutive years. At each annual election of
directors, directors will be elected to the class whose
term in office expires in that year and will hold office
for a term of three years and until their respective suc-
cessors are elected. In case of any increase in the number
of directors of any class, the additional director or di-
rectors elected to that class will hold office for the
remainder of the term in office of that class.
SECTION 2. RESIGNATION; REMOVAL; VACANCIES.
Any director may resign at any time by oral statement made
at a meeting of the Board of Directors or in a writing
delivered to the Secretary; the resignation will take
effect immediately or at such other time as the director
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may specify. No director may be removed prior to the ex-
piration of his term except for gross negligence or willful
misconduct in the performance of his duties as a director.
No reduction in the number of directors of any class, and
no modification or elimination of the classification of the
Board of Directors, will of itself have the effect of
shortening the term of any incumbent director. In the
event of any vacancy or vacancies in the Board of Direc-
tors, however caused, the directors then in office, though
less than a majority of the authorized number of directors,
may, by the vote of a majority of their number, fill each
vacancy for the remainder of the term in office of the
director whose resignation, removal, or death resulted in
the vacancy.
SECTION 3. NOMINATION OF CANDIDATES FOR
ELECTION AS DIRECTORS. At a meeting of shareholders at
which directors are to be elected, only persons nominated
as candidates will be eligible for election as directors.
Candidates may be nominated either by the Board of Direc-
tors or by any shareholder entitled to vote at the meet-
ing. Nominations by the Board of Directors may be made at
a meeting, or in an action without a meeting, not less than
30 days prior to the meeting at which the directors are to
be elected. Each candidate nominated by the Board will, at
the request of the Secretary, provide the Company with all
of the information about himself required, under rules of
the Securities and Exchange Commission, to be included in
the Company's proxy statement for the meeting. Any share-
holder who proposes to nominate one or more candidates for
election as director must, not less than 30 days prior to
the meeting at which the directors are to be elected,
notify the Secretary of his intention to make the nomina-
tion and provide the Company with all of the information
about each of the candidates as would be required, under
the rules of the Securities and Exchange Commission, to be
included in a proxy statement soliciting proxies for the
election of the candidate, including (i) his name, age, and
business and residence addresses, (ii) his principal occu-
pations or employment during the last five years, (iii) the
number of shares of the Company beneficially owned by him,
and (iv) transactions between him and the Company. In the
event that a candidate validly nominated by the Board or by
a shareholder thereafter becomes unable or unwilling to
stand for election as a director, the Board or the share-
holder who nominated the candidate, as the case may be, may
nominate a substitute candidate. If the Chairman or other
officer presiding at the meeting determines that one or
more candidates were not nominated in accordance with these
procedures, he may rule the nomination of these candidates
to be out-of-order and void.
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SECTION 4. ORGANIZATION MEETING. Immedi-
ately after each annual meeting of the shareholders, the
newly elected directors shall hold an organizational meet-
ing for the purpose of electing officers and transacting
any other business. Notice of the organizational meeting
need not be given.
SECTION 5. REGULAR MEETINGS. Regular meet-
ings of the Board of Directors may be held at such times
and places within or without the State of Ohio as may be
provided for in bylaws or resolutions adopted by the Board
of Directors and upon such notice, if any, as may be so
provided. Unless otherwise indicated in the notice of a
regular meeting, any business may be transacted at that
regular meeting.
SECTION 6. SPECIAL MEETINGS. Special meet-
ings of the Board of Directors may be held at any time
within or without the State of Ohio (or through use of
telephone or other communications equipment if all the
directors participating in the meeting can hear each other)
upon call by the Chairman of the Board, by the President,
by a Vice President, or by any two directors. Written
notice of the time and place of each special meeting shall
be given to each director either by personal delivery or by
mail, telegram, or cablegram at least two days before the
meeting, which notice need not specify the purposes of the
meeting. Attendance of any director at a special meeting
(or participation in the meeting through use of telephone
or other communications equipment) without protesting,
prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of
notice of the meeting, and notice of a special meeting may
be waived in writing, either before or after the holding of
the meeting, by any director, which writing shall be filed
with or entered upon the records of the meeting. Unless
otherwise indicated in the notice of a special meeting, any
business may be transacted at that meeting.
SECTION 7. QUORUM; ADJOURNMENT. A quorum
of the Board of Directors shall consist of a majority of
the directors then in office provided, that a majority of
the directors present at a meeting duly held, whether or
not a quorum is present, may adjourn the meeting from time
to time. If any meeting is adjourned, notice of the ad-
journment need not be given if the time and place to which
the meeting is adjourned are fixed and announced at the
meeting. At each meeting of the Board of Directors at
which a quorum is present, all questions and business shall
be determined by a majority vote of those present, except
as otherwise expressly provided in these Regulations.
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SECTION 8. ACTION WITHOUT A MEETING. Any
action which may be authorized or taken at a meeting of the
Board of 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 of the directors, which
writing or writings shall be filed with or entered upon the
records of the Company.
SECTION 9. COMMITTEES. The Board of Direc-
tors may at any time appoint from its members an Executive,
Finance, or other committee or committees, consisting of
such number of members, not less than three, as the Board
of Directors may deem advisable together with such alter-
nates as the Board of Directors may deem advisable to take
the place of any absent member or members at any meeting of
the committee. Each member and each alternate shall hold
office during the pleasure of the Board of Directors. Any
committee shall act only in the intervals between meetings
of the Board of Directors and shall have such authority of
the Board of Directors as may, from time to time, be dele-
gated to it by the Board of Directors, except the authority
to fill vacancies in the Board of Directors or in any com-
mittee of the Board of Directors. Subject to these excep-
tions, any person dealing with the Company shall be entitled
to rely upon any act or authorization of an act by any
committee to the same extent as an act or authorization of
the Board of Directors. Each committee shall keep full and
complete records of all meetings and actions, which shall
be open to inspection by the directors. Unless otherwise
ordered by the Board of Directors, any committee may pre-
scribe its own rules for calling and holding meetings and
for its own method of procedure and may act at a meeting by
a majority of its members or without a meeting by a writing
or writings signed by all of its members.
ARTICLE III
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OFFICERS
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SECTION 1. ELECTION AND DESIGNATION OF
OFFICERS. The Board of Directors shall elect a President,
a Secretary, a Treasurer, and, in its discretion, may elect
a Chairman of the Board, one or more Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treas-
urers, and such other officers as it deems necessary. The
Chairman of the Board and the President shall be directors,
but none of the other officers need be a director. Any two
or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instru-
ment in more than one capacity if the instrument is re-
quired to be executed, acknowledged, or verified by two or
more officers.
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SECTION 2. TERM OF OFFICE; VACANCIES. Each
officer of the Company shall hold office until the next
organizational meeting of the Board of Directors and until
his successor is elected or until his earlier resignation,
removal from office, or death. The Board of Directors may
remove any officer at any time with or without cause by a
majority vote of the directors then in office. Any vacancy
in any office may be filled by the Board of Directors.
SECTION 3. CHAIRMAN OF THE BOARD. The
Chairman of the Board, if any, shall preside at all meet-
ings of the Board of Directors, shall, unless that duty has
been delegated by the Board of Directors to the President
or another officer, preside at all meetings of the share-
holders, and shall have such authority and shall perform
such other duties as may be determined by the Board of
Directors.
SECTION 4. PRESIDENT. The President shall
preside at all meetings of the shareholders and at all
meetings of the Board of Directors, except for meetings at
which the Chairman of the Board, if any, presides in
accordance with the preceding Section. Subject to direc-
tions of the Board of Directors and to the delegation by
the Board of Directors to the Chairman of the Board of
specific or general executive supervision, the President
shall have general executive supervision over the property,
business, and affairs of the Company. He may execute all
authorized deeds, mortgages, bonds, contracts, and other
obligations in the name of the Company and shall have such
other authority and shall perform such other duties as may
be determined by the Board of Directors.
SECTION 5. VICE PRESIDENTS. Each Vice
President shall have such authority and perform such duties
as may be determined by the Board of Directors.
SECTION 6. SECRETARY. The Secretary shall
keep the minutes of meetings of the shareholders and of the
Board of Directors. He shall keep such books as may be
required by the Board of Directors, shall give notices of
meetings of the shareholders and of the Board of Directors
required by law, by these Regulations, or otherwise, and
shall have such authority and shall perform such other
duties as may be determined by the Board of Directors.
SECTION 7. TREASURER. The Treasurer shall
receive and have in charge all money, bills, notes, bonds,
stocks in other corporations, and similar property belong-
ing to the Company, and shall deal with this property as
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may be ordered by the Board of Directors. He shall keep
accurate financial accounts and hold them open for inspec-
tion and examination by the directors and shall have such
authority and shall perform such other duties as may be
determined by the Board of Directors.
SECTION 8. OTHER OFFICERS. The Assistant
Secretaries, Assistant Treasurers, and other officers, if
any, whom the Board of Directors may elect shall each have
such authority and perform such duties as may be determined
by the Board of Directors.
SECTION 9. DELEGATION OF AUTHORITY AND
DUTIES. The Board of Directors is authorized to delegate
the authority and duties of any officer to any other offi-
cer and generally to control the action of the officers and
to require the performance of duties in addition to those
mentioned in these Regulations.
ARTICLE IV
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COMPENSATION
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SECTION 1. DIRECTORS AND MEMBERS OF COM-
MITTEES. Members of the Board of Directors and members of
any committee of the Board of Directors shall, as such,
receive such compensation, which may be either a fixed sum
for attendance at each meeting of the Board of Directors or
of the committee or may be stated compensation payable at
intervals, or may otherwise be compensated as determined by
or pursuant to authority conferred by the Board of Direc-
tors or any committee of the Board of Directors, which
compensation may be in different amounts for various mem-
bers of the Board of Directors or of any committee. No
member of the Board of Directors and no member of any com-
mittee of the Board of Directors shall be disqualified from
being counted in the determination of a quorum or from
acting at any meeting of the Board of Directors or of a
committee by reason of the fact that matters affecting his
own compensation as a director, member of a committee,
officer, or employee are to be determined.
SECTION 2. OFFICERS AND EMPLOYEES. The
compensation of officers and employees of the Company, or
the method of fixing their compensation, shall be deter-
mined by or pursuant to authority conferred by the Board of
Directors or any committee of the Board of Directors.
Compensation may include pension, disability, and death
benefits and may be by way of fixed salary, on the basis of
earnings, any combination thereof, or otherwise, as may be
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determined or authorized from time to time by the Board of
Directors or any committee of the Board of Directors.
ARTICLE V
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INDEMNIFICATION OF DIRECTORS,
-----------------------------
OFFICERS, AND EMPLOYEES
-----------------------
The Company shall indemnify, to the full
extent permitted or authorized by the Ohio General Corpora-
tion Law as it may from time to time be amended, any person
made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by rea-
son of the fact that he is or was a director, officer, or
employee of the Company, or is or was serving at the re-
quest of the Company as a director, trustee, officer,
employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint ven-
ture, trust or other enterprise. The indemnification pro-
vided by this Article V shall not be deemed exclusive of
any other rights to which any person seeking indemnifica-
tion may be entitled under the articles of incorporation or
the regulations, or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office, and shall continue as to a per-
son who has ceased to be a director, officer, or employee
and shall inure to the benefit of the heirs, executors, and
administrators of that person.
ARTICLE VI
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RECORD DATES
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For any lawful purpose, including, without
limitation, the determination of the shareholders who are
entitled to receive notice of or to vote at a meeting of
shareholders, the Board of Directors may fix a record date
in accordance with the provisions of the Ohio General Cor-
poration Law. The record date for the purpose of the
determination of the shareholders who are entitled to re-
ceive notice of or to vote at a meeting of shareholders
shall continue to be the record date for all adjournments
of the meeting, unless the Board of Directors or the per-
sons who have fixed the original record date shall, subject
to the limitations set forth in the Ohio General Corpora-
tion Law, fix another date and cause notice thereof and of
the date to which the meeting has been adjourned to be
given to shareholders of record as of the newly fixed date
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in accordance with the same requirements as those applying
to a meeting newly called. The Board of Directors may
close the share transfer books against transfers of shares
during the whole or any part of the period provided for in
this Article, including the date of the meeting of share-
holders and the period ending with the date, if any, to
which it is adjourned. If no record date is fixed there-
for, the record date for determining the shareholders who
are entitled to receive notice of or 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.
ARTICLE VII
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CERTIFICATES FOR SHARES
-----------------------
SECTION 1. FORM OF CERTIFICATES AND SIGNA-
TURES. Each holder of shares shall be entitled to one or
more certificates signed by the Chairman of the Board, the
President, or a Vice President and by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant
Treasurer of the Company and certifying the number and
class of shares held by him, but no certificate for shares
shall be executed or delivered until the shares are fully
paid. When a certificate is countersigned by an incorpo-
rated transfer agent or registrar, the signature of any
officer of the Company may be facsimile, engraved, stamped,
or printed. Although any officer of the Company whose
manual or facsimile signature is affixed to a certificate
ceases to be that officer before the certificate is de-
livered, the certificate nevertheless shall be effective in
all respects when delivered.
SECTION 2. TRANSFER OF SHARES. Shares of
the Company shall be transferable upon the books of the
Company by the holders thereof, in person or by a duly
authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class
or series, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with
such proof of the authenticity of the signatures to the
assignment and power of transfer as the Company or its
agents may reasonably require.
SECTION 3. LOST, STOLEN, OR DESTROYED CER-
TIFICATES. The Company may issue a new certificate for
shares in place of any certificate theretofore issued by it
and alleged to have been lost, stolen, or destroyed, and
the Board of Directors may, in its discretion, require the
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owner, or his legal representatives, to give the Company a
bond containing such terms as the Board of Directors may
require to protect the Company or any person injured by the
execution and delivery of the new certificate.
SECTION 4. TRANSFER AGENT AND REGISTRAR.
The Board of Directors may appoint, or revoke the appoint-
ment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of the
transfer agents and registrars, or any of them.
ARTICLE VIII
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CORPORATE SEAL
--------------
The Ohio General Corporation Law provides
that the absence of a corporate seal from any instrument
executed on behalf of the Company does not affect the
validity of the instrument. If, in spite of that provi-
sion, a seal is imprinted on or attached, applied, or af-
fixed to an instrument by embossment, engraving, stamping,
printing, typing, adhesion, or other means, the impression
of the seal on the instrument shall be circular in form and
shall contain the name of the Company and the words "cor-
porate seal".
ARTICLE IX
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AMENDMENTS
----------
The Regulations of the Company may be
amended, or new Regulations may be adopted, by the share-
holders at a meeting held for that purpose by the affirma-
tive vote of the holders of shares entitling them to
exercise a majority of the voting power on that proposal or
without a meeting by the written consent of the holders of
shares entitling them to exercise two-thirds of the voting
power on that proposal. If the Regulations are amended or
new Regulations are adopted without a meeting of the share-
holders, the Secretary of the Company shall mail a copy of
the amendment or the new Regulations to each shareholder
who would have been entitled to vote thereon and did not
participate in the adoption thereof.