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Exhibit 4.2
National Bancshares Corporation
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CODE OF REGULATIONS
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ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Orrville,
County of Wayne, 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
Orrville, County of Wayne, State of Ohio.
Section 2. An annual meeting of the shareholders, commencing with
the year 1987, shall be held on the 4th Thursday in the month of April in each
year if not a legal holiday, and, if a legal holiday, then on the next day
following at 2:00 P.M., when they shall elect by a plurality vote a board of
directors, and transact such other business as may properiy 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 ten (10) nor more than sixty (60) days before the date of the
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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
fifty percent 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. In the event a meeting is called by persons who hold fifty
percent of all the shares outstanding and entitled to vote thereat, such persons
shall provide the corporation with written notice of such meeting and the nature
of the business to be addressed at such meeting (at least 10 days prior to the
meeting).
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
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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 adjoum 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 questions brought
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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
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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.
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ARTICLE III
DIRECTORS
Section 1. The election of directors shall take place at the annual
meeting of stockholders, or at a special meeting called for that purpose.
Directors shall be elected for one term and shall continue in office until their
successors are elected and qualified. The number of members of the Board of
Directors shall be fixed at eleven (11).
Section 2. The directors shall be divided into three classes: Class
I, Class II, and Class III. Such classes shall be as neariy equal in number as
possible. The term of office of the initial Class I Directors shall expire at
the annual meeting of shareholders in 1987, the term of office of the initial
Class II directors shall expire at the annual meeting of shareholders in 1988,
and the term of office of the initial Class III directors shall expire at the
annual meeting of shareholders in 1989, or thereafter in each case when their
respective successors are elected and have qualified. At each annual election
held after classification of directors, the directors chosen to succeed those
whose terms then expire shall be identified as being of the same class as the
directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting or thereafter when their respective successors in each
case are elected and have qualified. If the number of directors is changed, any
increase or decrease in directors shall be apportioned among the classes so as
to maintain all classes as nearly equal in number as possible, and any
additional director elected to any class shall hold office for a term which
shall coincide with the terms of such class. Upon the effectiveness of this
provision, the Board of
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Directors is authorized to take such steps as are necessary to implement these
provisions.
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.
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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 atthe 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
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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 a majority of 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 at any meeting 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
ciass, 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
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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.
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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 majorty of the whole board of directors. If the office of
any
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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
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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 determined 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.
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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
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
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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
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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
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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
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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.
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ARTICLE VII
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 the date of the meeting as originally
convened; and
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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 a 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.
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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.
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ARTICLE VIII
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.
Section 2. Notwithstanding Section 1 of Article VII hereof,
Sections 1, 2 and 4 of Article II of these regulations may be amended or new
regulations in their place may be adopted by the affirmative vote of the holders
of shares entitling them to exercise eighty percent (80%) 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 replace 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 eighty
percent (80%) of the voting power, unless such amendment or new regulations are
proposed by the corporation's board of directors.