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EXHIBIT B
Item 16(a)(3)(ii)
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NATIONWIDE LIFE INSURANCE COMPANY
AMENDED CODE OF REGULATIONS
For the Government of the Shareholders
ARTICLE 1
Meetings of Shareholders
Section 1. MEETINGS IN OR OUT OF STATE. Any meeting of shareholders may be held
in or outside of the State of Ohio.
Section 2. REGULAR ANNUAL MEETING. A regular annual meeting of the shareholders
shall be held at the office of the company on the first Thursday of April of
each year at 11:00 a.m., unless a different time and place is fixed by
resolution of the Board of Directors, if not a legal holiday, but if a legal
holiday then on the day following at the same time. If the Board of Directors
shall elect to change the time and place of such meeting, notice shall be given
to each shareholder as provided in Section 4 of this Article. If for any reason
the regular annual meeting is not held as provided for in this section, then
the business to be transacted thereat may be transacted at any special meeting
of shareholders called as provided for in Section 3 of this Article.
Section 3. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders may be called by the Chairman of the Board, General Chairman,
President, a majority of the members of the Board of Directors acting with or
without a meeting, or upon the written request of persons who hold 25% of all
shares outstanding and entitled to vote thereat. Upon request in writing by
registered mail or delivered in person to the General Chairman, the President,
or Secretary by any person or persons entitled to call a meeting of
shareholders, it shall be the duty of the officer receiving such request
forthwith to give notice to shareholders as provided in Section 4 of this
Article, and if such notice shall not be so given, then the person or persons
making such request may give such notice to shareholders. Such notice for
special meetings shall specify the time, place and purpose or purposes thereof
and no business other than that included in the statements of such notice shall
be acted upon at such meeting except with the consent of all of the
shareholders entitled to attend and vote at the meeting in question.
Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. A written or printed notice of
each regular or special meeting of the shareholders, or where the Board of
Directors has elected to change the time and place of the annual meeting of
shareholders as provided in Section 2 of this Article, stating the time, place
and purposes thereof, shall be delivered or mailed to each shareholder of
record entitled to vote at such meeting or entitled to notice. If mailed, it
shall be addressed to such shareholder's last known address as shown by the
books of the company. Such notices shall be so delivered or mailed not more
than forty-five (45) nor less than ten (10) days before the date fixed for the
meeting, and the shareholders entitled to such notice shall be those of record
as of the day next preceding the day on which notice is given or if a record
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date therefor is fixed as provided by law or these Regulations, of record as of
such date so fixed. In the event of the transfer of shares after notice has
been given and prior to the holding of the meeting, it shall not be necessary
to serve notice upon the transferee. If any meeting is adjourned to another
time or place, no further notice as to such adjourned meeting need be given
other than by announcement at the meeting at which such adjournment is taken.
Section 5. WAIVER OF NOTICE. Any shareholder or shareholders entitled to notice
of any shareholders' meeting may, in person or by proxy, either before, at or
after such meeting waive notice in writing shall be filed with or entered upon
the records of the meeting, any or all of the provisions of law, the Articles
of Incorporation or Regulations as to notice of such meeting, including the
time, place and purpose thereof or as to any irregularities in such notice or
arising in connection therewith or with the giving thereof and shall thereby
validate the proceedings at such meeting as fully as though all of the
requirements waived had been duly met in their respective cases. The attendance
of any shareholder at any such meeting, in person or by proxy, without
protesting the lack of a proper notice of such meeting shall be deemed to be a
waiver of notice of such meeting.
Section 6. QUORUM. A majority of the issued and outstanding shares, the holders
of which are entitled to attend and vote at a meeting of shareholders, shall
constitute a quorum for the transaction of business at that meeting, but if at
any regular or special meeting of the shareholders, or at any adjournment
thereof, such a quorum be not present, then a majority vote of the shares
present in person or by proxy shall constitute a quorum for the purpose of
adjourning a meeting until a quorum competent to act on any matter or proposal
is present.
Section 7. VOTING.
(a) Who ENTITLED TO VOTE. Only shareholders of record of common shares on the
books of the company shall be entitled to vote at any regular or special
meeting of shareholders. Each such shareholder so entitled to vote shall have
the right to cast one vote in person or by proxy for each share standing
opposite such shareholder's name on the books of the company.
(b) VOTING BY CORPORATION. Subject to the provisions of the Articles of
Incorporation and Section 7(a) of this Regulation, the President, Chairman of
the Board of Directors, any Vice President, Secretary or Treasurer of any
corporation holding shares of this company and entitled to vote at any meeting
shall conclusively be deemed to have authority to vote such shares and to
execute proxies and written waivers or consents in relation thereto, whether
such shares are held in a fiduciary capacity or otherwise, unless before a vote
is taken or a consent or waiver is acted upon, a certified copy of a
Regulation, Bylaw or resolution, of the Board of Directors or Executive
Committee of the corporation holding such shares is delivered to the Secretary
of the company, showing that such authority does not exist or is vested in some
other officer or person. A person executing any such writing or so acting as
one of such officers of such corporation shall, for the purposes of this
paragraph be prima facie deemed to be duly elected, qualified and acting as
such officer and to be fully authorized.
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(c) VOTING BY PROXIES. A shareholder may, through a written proxy, authorize
another person (who need not be a shareholder) to vote in his stead and to
represent him at one or more shareholders' meetings or any adjournment thereof,
whether regular or special meetings, but such instrument must be filed with the
Secretary of the company or in his office before the convening of the meeting
and before the person authorized thereby may exercise his rights thereunder. A
vote in accordance with the terms of a duly filed proxy shall be valid
notwithstanding the previous death of the principal or the revocation of the
appointment or the transfer of the share on which the vote was given, unless
notice in writing of such death, revocation or transfer shall have been
received by the Secretary of the company or in his office or such revocation is
made in open meeting before the vote is taken or the authority granted is
otherwise exercised; provided, however, that no proxy hereafter made shall be
valid after the expiration of eleven (11) months after date of its execution
unless the shareholder executing it shall have specified therein the length of
time it is to continue in force. A telegram, cablegram, wireless message or
photograph, photostatic or equivalent reproduction of a writing appointing a
proxy or proxies shall be a sufficient writing. Unless the writing appointing a
proxy or proxies otherwise provides: (1) each proxy shall have the power of
substitution and when three or more persons are appointed a majority of them or
their respective substitutes may appoint a substitute or substitutes to act for
all; (2) if more than one proxy is appointed, then (a) with respect to voting
or giving consents at a shareholders' meeting, a majority of such proxies as
attend the meeting, or if only one attends then that one may exercise all the
voting and consenting authority thereat; and if an even number attend and a
majority do not agree on any particular issue; each proxy so attending shall be
entitled to exercise such authority with respect to an equal number of shares;
(b) with respect to exercising any other authority, a majority may act for all;
(3) the presence of a shareholder at a meeting shall not operate to revoke a
writing appointing a proxy. A shareholder, without affecting any vote
previously taken, may revoke such writing not otherwise revoked by giving
notice to the company in writing or in open meeting.
Section 8. INSPECTORS OF ELECTION. The Chairman of the Board, the General
Chairman or the person acting as the chairman of any meeting of shareholders
may or upon the request of any shareholder or proxy entitled to vote at a
meeting of shareholders shall appoint three (3) inspectors who need not be
shareholders. The inspectors shall determine the number of shares outstanding,
the voting rights with respect to each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity, and effect of
proxies; receive votes, ballots, consents, waivers, or releases; hear and
determine all challenges and questions arising in connection with the vote;
count and tabulate all votes, consents, waivers, and releases; determine and
announce the result; and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. The decision, act or certificate of a
majority of the inspectors shall be effective in all respects as the decision,
act or certificate of all three (3). If requested to do so, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them, and make and execute a certificate of any facts found by them. The
certificate of the inspectors shall be prima facie evidence of the facts
therein stated and of the vote as certified by them.
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Section 9. ORDER OF BUSINESS. At all shareholders' meetings, the order of
business shall be as follows, unless changed by a majority of the shares
represented at that meeting:
1. Reading of minutes of preceding meeting;
2. Reading and consideration of reports and statements-report of the
General Chairman, President, any other officer, and any committee;
3. Election of directors (at annual or special meeting called for that
purpose);
4. Old or unfinished business;
5. New business;
6. Adjournment.
ARTICLE II
Fiscal Year
Section 1. FISCAL YEAR. The fiscal year of the company shall begin on the first
day of January and end on the last day of December of each year but the Board
of Directors shall have the power to change such fiscal year at any time it
deems such change advisable.
ARTICLE III
Directors
Section 1. POWERS OF DIRECTORS. The corporate powers, business and property of
the company shall be exercised, conducted and controlled by, or under the
direction of, the Board of Directors except as otherwise required by statute,
the Articles of Incorporation or these Regulations with regard to action
required to be taken or approved by the shareholders.
Section 2. NUMBER, QUALIFICATION AND ELIGIBILITY. The number of directors shall
be sixteen (16).
Section 3. CLASSIFICATION AND ELECTION. The directors shall be divided into
three classes and each class shall consist as near as may be of one-third of
the number of directors. At each regular annual meeting of shareholders, the
successors of the class of directors whose term shall expire in that year shall
be elected by ballot for a term of three years and until their respective
successors are elected and qualified. Directors shall be elected by receiving
the highest number of votes cast on the ballot. No requirements shall exist as
to notice of such annual election other than those contained in this Code of
Regulations. If directors are not elected at the regular annual meeting of
shareholders for any cause, they may be elected at any other meeting duly
called for that purpose.
* Amended effective 4/7/89
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Section 4. VACANCIES. Whenever a vacancy occurs in the Board of Directors of
the company, the vacancy may be filled for the unexpired term by the vote of a
majority of the Board of Directors present if those present constitute a
quorum, provided, however, if the Board is reduced to less than a majority by
reason of vacancies, however caused, the remaining directors, by a majority
vote or the remaining director may fill such vacancies. The Board of Directors
may declare the office of a director vacant if he shall be declared of unsound
mind by an order of court or be adjudicated a bankrupt or if he does not
qualify within sixty (60) days of his election by accepting in writing his
election to such office or by acting at a meeting of the Board of Directors and
the Board of Directors may thereupon fill such declared vacancy.
Section 5. COMPENSATION. The members of the Board of Directors, other than
salaries officers, shall receive such compensation as shall be fixed by the
Board of Directors from time to time for the performance of services for the
company, together with reimbursement for their expenses incurred in the
performance of such services.
ARTICLE IV
Executive or Other Committees of the Board
Section 1. EXECUTIVE OR OTHER COMMITTEES OF THE BOARD. The Board of Directors
by vote of a majority of the Board may, at its discretion, appoint or elect an
Executive Committee of not less than three (3) member from its own number, who
shall have and may exercise the powers of the Board of Directors in the interim
between meetings of the Board of Directors, except filling vacancies in the
Board of Directors or in any committee of the Board of Directors. The Executive
Committee shall, at all times, be subject to any instructions issued by the
Board of Directors. Such Executive Committee shall, from time to time, make a
report of its acts and transactions to the Board of Directors. Such other
committees of the Board may be appointed or elected as may be provided for by
resolution of the Board of Directors. The act of a majority of the Executive
Committee or any other committee of the Board shall be effective in all
respects as the act of such committee at a meeting, or any such committee may
act by a writing signed by all of its members without a meeting.
ARTICLE V
Officers
Section 1. OFFICERS. The officers shall be a Chairman of the Board of
Directors, General Chairman, President, one or more Vice Presidents, General
Counsel, Secretary, Treasurer and such other vice presidents, assistant
secretaries, treasurers and other officers as the Board of Directors may
appoint or elect or provide by resolution from time to time. The Chairman,
General Chairman and President must be members of the Board of Directors. Any
two or more of the 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 or by the Articles of Incorporation or Code
of Regulations to be executed, acknowledged or verified by two or more
officers.
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All of the above officers shall be chosen by the Board of Directors by ballot
and by the vote of the majority of the Board of Directors at the regular annual
meeting of the Board. The officers shall hold office until the date of the next
regular annual meeting of the Board of Directors and until their respective
successors are elected and qualified; provided, however, that any officer may
be removed from office with or without cause at any time by a vote of at least
two-thirds of the entire Board of Directors. If, for any cause, there be no
regular annual meeting of the Board of Directors, or if such meeting be held
and no one be elected or re-elected to one or more of the offices, the omitted
election may be held in the manner above described at any other meeting of the
Board of Directors if such meeting be duly called as a special meeting for that
purpose or if each member of the Board of Directors shall be present or shall
waive in writing the call and notice thereof.
ARTICLE VI
Duties of Officers
Section 1. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall
preside at all meetings of the shareholders and the Board of Directors, shall
sign the record of such meetings at which he shall preside and shall have such
other powers and duties as may be prescribed by the Board of Directors. In the
absence of the Chairman and the General Chairman, another director shall be
selected by those directors present to serve as temporary Chairman, and shall
be authorized to sign the records of meetings at which he presides.
Section 2. GENERAL CHAIRMAN. The General Chairman shall be the chief executive
officer and shall exercise general administrative leadership and direction of
the company in conformity with actions and controls established and maintained
by the Board of Directors. The General Chairman shall have the power and
authority to execute on behalf of the company any and all documents, contracts,
instruments, or other papers to which the signature of the company is to be
attached; provided, however, a facsimile of his signature may be printed,
engraved, or stamped on any approved document, contract, instrument or other
papers of the Company.
In the absence of the Chairman of the Board, or at his request, the General
Chairman shall preside at meetings of the shareholders and the Board of
Directors, sign the record of such meetings at which he shall preside and shall
have such other powers and duties as may be prescribed by the Board of
Directors.
Section 3. PRESIDENT. The President shall be the general manager and chief
operating officer of the company and shall, in compliance with the laws of the
State of Ohio, Articles of Incorporation and this Code of Regulations, and in
concurrence with the General Chairman and actions of the Board of Directors,
direct the activities of its officers.
Except as provided for by resolution of the Board of Directors or by memorandum
from the General Chairman, the President shall have the power and authority to
execute on behalf of the company those documents, contracts, instruments, or
other papers to which the signature of the company is to be attached; provided,
however, a facsimile of his signature may be printed, engraved or stamped on
any approved document, contract, instrument, or other papers of this company.
He shall exercise the discretion of and perform generally all of the duties
incident to the
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Office of President and such other and further duties as may be required by the
Board of Directors and the General Chairman.
Section 4. VICE PRESIDENTS. The Vice Presidents, who may be designated
Executive Vice President, Senior Vice President, Vice President, or Associate
Vice President, shall have such powers and perform such duties as may be
assigned to them by the General Chairman or President and approved by the Board
of Directors. The officer designated by the President and approved by the
General Chairman shall act for the President in the absence or disability of
the President.
Section 5. GENERAL COUNSEL. The General Counsel shall furnish legal counsel on
corporate matters as required; render legal opinions to the Board of Directors,
the General Chairman, President and other officers and employees as requested;
interpret all laws and regulations relating to the business of the company;
initiate recommendations with respect to legislation affecting the business of
the company; and shall perform such other and further duties as may be required
by the Board of Directors, General Chairman or President.
Section 6. SECRETARY. The Secretary shall issue notices and maintain the
official records of all meetings of the shareholders and the Board of Directors
and such records shall be attested by him or by such other person as shall have
acted as secretary of such meeting in the case of his absence for any reason;
shall have charge of the seal, share or other security books of the company and
shall issue and attest all certificates of shares or other securities of the
company; provided, however, a facsimile of his signature may be printed,
engraved or stamped on certificates for shares, bonds or other securities of
the company when such certificates are countersigned by an incorporated
transfer agent or registrar. In case a transfer agent or registrar of the
shares or other securities of the company shall be duly appointed by it, the
Secretary may place in charge of such transfer agent or registrar the seal and
share or other security books of the company and such transfer agent or
registrar may perform in his stead all duties in connection with the shares of
the company. The Secretary shall have power and authority to sign or attest on
behalf of the company all approved instruments, papers and documents where
required in carrying on the business of the company; provided, however, a
facsimile of his signature may be printed, engraved or stamped thereon; and
shall perform such other and further duties as may from time to time be
assigned to him by the General Chairman or the President and approved by the
Board of Directors.
Section 7. TREASURER. The Treasurer shall maintain custody of all funds,
securities and properties of the company; direct the receipt and deposit of all
funds and securities and payment of all authorized disbursements; direct the
administration of all accounting activities of the company; furnish financial
reports of the company, as required; shall have the power and authority to sign
or attest all approved instruments, papers and documents where required in
carrying on the business of the company; and shall perform such other and
further duties as may from time to time be assigned to him by the President and
approved by the Board of Directors.
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Section 8. ASSISTANT SECRETARY. The Assistant Secretary shall at all times
act as an assistant to the Secretary and have such powers and perform such
duties as shall be assigned to him by the Secretary and approved by the General
Chairman or the President. In case both the Secretary and the Assistant
Secretary are at the same time absent or unable to perform their duties the
Board of Directors may appoint a secretary pro tempore with the power and duty
to act as Secretary during such absence or disability of both the Secretary and
Assistant Secretary.
Section 9. ASSISTANT TREASURER. The Assistant Treasurer shall at all times
act as an assistant to the Treasurer and shall have powers and perform such
duties as shall be assigned to him by the Treasurer and approved by the
President.
Section 10. EXECUTION OF INSTRUMENTS. Any vice president and any assistant
secretary or assistant treasurer shall have the power and authority to sign all
approved documents, instruments, contracts or other papers in connection with
the operation of the business of the company in addition to the General
Chairman, President, Treasurer and Secretary; provided, however, the signature
of any of them may be printed, engraved or stamped on any approved document,
contract, instrument or other papers of the company.
Section 11. VACANCIES. Whenever a vacancy occurs in any office of the
company for any cause, the vacancy may be filled for the unexpired term by the
vote o a majority of the Board of Directors present, if those present
constitute a quorum thereof.
Section 12. BOND OF OFFICERS AND EMPLOYEES. Any officer or employee of the
company handling funds of negotiable instruments or any other property of the
company shall furnish such bond or shall be covered by a blanket bond in such
amounts and with such surety and sureties as may be required by the Board of
Directors. The premium of any such bond shall be paid by the company.
ARTICLE VII
Indemnification
Section 1. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. The
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director, officer or employee of the Company,
or is or was serving at the request of the Company as a director, trustee,
officer, member, or employee of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the extent and under the circumstances permitted
by the General Corporation Law of the State of Ohio.
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Such indemnification (unless ordered by a court) shall be made as authorized in
a specific case upon a determination that indemnification of the director,
trustee, officer or employee is proper in the circumstances because he has met
the applicable standards of conduct set forth in the General Corporation Law of
the State of Ohio. Such determinaiton shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not,
and are not, parties to or threatened with any such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel meeting the requirements of independence prescribed by the General
Corporation Law of Ohio, or (3) by the shareholders, or (4) by the Court of
Common Pleas or the court in which such action, suit or proceeding was brought.
Section 2. OTHER RIGHTS. The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under the Articles of Incorporation, these Regulations, any
agreement, vote of shareholders or disinterested directors or otherwise, and
shall continue as to a person who has ceased to be a director, trustee, officer
or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 3. ADVANCE PAYMENT OF EXPENSES. The Company may pay expenses, including
attorneys' fees, incurred in defending any action, suit or proceeding referred
to in Section 1 of this Article VII, in advance of the final disposition of
such action, suit or proceeding as authorized by the directors in the specific
case, upon receipt of an undertaking by or on behalf of the director, trustee,
officer or employee to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized
in this Article VII.
Section 4. INSURANCE. The Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer, member, or employee of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer or employee of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under this
Article VII.
ARTICLE VIII
Shares
Section 1. CERTIFICATES OF SHARES. Each shareholder of the company whose shares
are paid in full, shall be entitled to a certificate or certificates showing
the number of shares registered in his name on the books of the company. Such
certificates shall be issued in numerical order and signed by the General
Chairman or the President
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and the Secretary, or such other officers or persons as may be authorized by
the Board of Direcors. The signature of any of said officers may be facsimile,
engaved, stamped or printed when such certificates are countersigned by an
incorporated transfer agent or registrar. A full record of each certificate as
issued shall be entered on the stock record books of the company. No new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered and cancelled, except as provided for in
Section 3 below of this Article of these Regulations.
Section 2. TRANSFER OF SHARES. The shares of the company may be transferred on
the books of the company by the holder thereof in person or by his duly
authorized attorney upon the surrender of the certificate therefor properly
endorsed and assigned.
Section 3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If any share
certificate in this company becomes worn, defaced or mutilated, the Secretary,
upon presentation or surrender thereof, may order the same cancelled, and may
issue a new certificate in lieu thereof. If any share certificate be lost,
stolen or destroyed, the Secretary may issue a new certificate in lieu thereof
to the person entitled to such lost, stolen or destroyed certificate upon
receiving a bond of indemnity containing such terms as the Board of Directors
may require to protect the company or any person, firm or other corporation
from loss, cost or damage resulting from the issue of such new certificate.
Section 4. CLOSING OF TRANSFER BOOKS. The Board of Directors shall have the
power to close the share transfer books of the company for a period not to
exceed forty-five (45) days preceding the date of any meeting of shareholders,
or the date for payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital shares
shall go into effect; provided, however, that in lieu of closing the share
transfer books, the Board of Directors may fix in advance a date not exceeding
forty-five (45) days preceding the date of any meeting of shareholders, or the
date for the payment of any dividned, or the date for the allotment of rights,
or the date when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights or to excercise the
rights in respect of any such change, conversion or exchange of shares, and in
such cases only such shareholders as shall be shareholders of record on the
date so fixed shall be entitled to such notice of, and to vote at such meeting,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be notwithstanding any transfer of
any share on the books of the company after such record date fixed as
aforesaid. The company shall be entitled to treat the holder of record of any
share or shares of the company as the holder in fact thereof, and accordingly
shall not be bound to recognize any equitable or other claim to, or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by the laws of
the State of Ohio.
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Section 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint,
or revoke the appointment of, transfer agents and registrars and may require
all certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board of Directors shall have authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer, and registration of certificates for shares of the company.
ARTICLE IX
Seal
Section 1. SEAL. The seal of the corporation shall be circular with the name of
the company engraved around the margin and the word "SEAL" engraved across the
center.
ARTICLE X
Amendments
Section 1. AMENDMENTS. This Code of Regulations may be adopted, amended,
changed or repealed by the affirmative vote of the holders of record of shares
entitling them to exercise a majority of the voting power on such proposal at
any meeting of the shareholders of the company.
Amended effective 4/7/89
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