{"id":41632,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/code-of-regulations-bylaws-goodyear-tire-amp-amp-rubber-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"code-of-regulations-bylaws-goodyear-tire-amp-amp-rubber-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/code-of-regulations-bylaws-goodyear-tire-amp-amp-rubber-co.html","title":{"rendered":"Code of Regulations (Bylaws) – Goodyear Tire & Rubber Co."},"content":{"rendered":"

THE GOODYEAR TIRE & RUBBER COMPANY <\/strong><\/p>\n

Code of Regulations <\/strong><\/p>\n

Adopted November 22, 1955 <\/strong><\/p>\n

As Amended April 5, 1965, April 7, 1980, April 6,
\n1981, <\/strong><\/p>\n

April 13, 1987, May 7, 2003, April 26, 2005, April 11,
\n2006, <\/strong><\/p>\n

April 7, 2009, October 6, 2009, October 5, 2010
\n<\/strong><\/p>\n

and October 4, 2011 <\/strong><\/p>\n

\n

CODE OF REGULATIONS<\/p>\n

ARTICLE I<\/p>\n

SHAREHOLDERS<\/p>\n

SECTION 1. Annual Meeting<\/em>. The annual meeting of shareholders of the
\nCompany for the election of directors, the consideration of reports to be laid
\nbefore such meeting, and the transaction of such other business as may properly
\nbe brought before such meeting, shall be held at the principal office of the
\nCompany in Akron, Ohio, at nine o153clock a.m., or at such other place within or
\nwithout the State of Ohio or time as may be designated by the Board of Directors
\nor by the Chairman of the Board and specified in the notice of the meeting, on
\nthe second Tuesday of April in each year, unless the Board of Directors by
\nresolution shall fix a different date, which date may be any day, other than a
\nSunday or a legal holiday, during the period beginning April 1 and ending June
\n30 of such year, in which event the meeting shall be held on the date set by
\nsuch resolution.<\/p>\n

SECTION 2. Special Meetings<\/em>. Special meetings of the shareholders of
\nthe Company may be held on any business day, when called by the Chairman of the
\nBoard, the Chief Executive Officer, the President, or a Vice President, or by
\nthe Board acting at a meeting, or by a majority of the directors acting without
\na meeting, or by the persons who hold twenty-five percent of all shares
\noutstanding and entitled to vote thereat. Upon request in writing delivered
\neither in person or by registered mail to the Chief Executive Officer, the
\nPresident or the Secretary by any persons entitled to call a meeting of
\nshareholders, such officer shall forthwith cause to be given to the shareholders
\nentitled thereto notice of a meeting to be held on a date not less than seven or
\nmore than sixty days after the receipt of such request, as such officer may fix.
\nIf such notice is not given within thirty days after the delivery or mailing of
\nsuch request, the persons calling the meeting may fix the time of the meeting
\nand give notice thereof in the manner provided by law or as provided in these
\nRegulations, or cause such notice to be given by any designated representative.
\nEach special meeting shall be called to convene between nine o153clock a.m. and
\nfour o153clock p.m. and shall be held at the principal office of the Company in
\nAkron, Ohio, unless the same is called by the directors, acting with or without
\na meeting, in which case such meeting may be held at any place either within or
\nwithout the State of Ohio designated by the directors and specified in the
\nnotice of such meeting.<\/p>\n

SECTION 3. Notice of Meetings<\/em>. Not less than seven or more than
\nsixty days before the date fixed for a meeting of shareholders, written notice
\nstating the time, place, and purposes of such meeting shall be given by or at
\nthe direction of the Secretary or an Assistant Secretary or any other person or
\npersons required or permitted by these Regulations to give such notice. The
\nnotice shall be given by personal delivery, by mail, by overnight delivery
\nservice or by any other means of communication authorized by the shareholder to
\nwhom notice is given, to each shareholder entitled to notice of the meeting who
\nis of record as of the day next preceding the day on which notice is given or,
\nif a record date therefor is duly fixed, of record as of said date; if mailed or
\nsent by overnight<\/p>\n

2<\/p>\n

\n

delivery service, the notice shall be addressed to the shareholders at their
\nrespective addresses as they appear on the records of the Company. If sent by
\nany other means of communication authorized by the shareholder, the notice shall
\nbe sent by such means of communication as authorized by the shareholder for
\nthose transmissions. Notice of the time, place, and purposes of any meeting of
\nshareholders may be waived in writing, either before or after the holding of
\nsuch meeting, by any shareholder, which writing shall be filed with or entered
\nupon the records of the meeting.<\/p>\n

SECTION 4. Quorum; Adjournment<\/em>. Except as may be otherwise provided
\nby law or by the Articles of Incorporation, at any meeting of the shareholders
\nthe holders of shares entitling them to exercise a majority of the voting power
\nof the Company present in person or by proxy shall constitute a quorum for such
\nmeeting; provided, however, that no action required by law, the Articles, or
\nthese Regulations to be authorized or taken by a designated proportion of the
\nshares of the Company may be authorized or taken by a lesser proportion; and
\nprovided, further, that the holders of a majority of the voting shares
\nrepresented thereat, whether or not a quorum is present, may adjourn such
\nmeeting from time to time; if any meeting is adjourned, notice of such
\nadjournment need not be given if the time and place to which it is adjourned are
\nfixed and announced at such meeting.<\/p>\n

SECTION 5. Proxies<\/em>. Persons entitled to vote shares or to act with
\nrespect to shares may vote or act in person or by proxy. The person appointed as
\nproxy need not be a shareholder.<\/p>\n

SECTION 6. Approval and Ratification of Acts of Officers and Board<\/em>.
\nExcept as otherwise provided by the Articles of Incorporation or bylaw, any
\ncontract, act, or transaction, prospective or past, of the Company, of the
\nBoard, or of the officers may be approved or ratified at a meeting of the
\nshareholders by the affirmative vote of the holders of shares entitling them to
\nexercise a majority of the voting power of the Company, or by the written
\nconsent, with or without a meeting, of the shareholders in the manner and to the
\nextent permitted by the Ohio General Corporation Law, provided that any such
\nwritten consent shall be signed by the holders of shares entitling them to
\nexercise no less than a majority of the voting power of the Company. Such
\napproval or ratification shall be as valid and binding as though affirmatively
\nvoted for or consented to by every shareholder of the Company.<\/p>\n

SECTION 7. Order of Business<\/em>.<\/p>\n

(a) The Chairman of the Board, or such other officer of the Company as may be
\ndesignated by the Board of Directors, will call meetings of the shareholders to
\norder and will preside at the meetings. Unless otherwise determined by the Board
\nof Directors prior to the meeting, the presiding officer will determine the
\norder of business at the meeting and have the authority to regulate the conduct
\nof the meeting, including (i) limiting the persons (other than shareholders or
\ntheir duly appointed proxies) who may attend the meeting and (ii) establishing
\nrules of conduct and such other procedures as the presiding officer may deem
\nappropriate for the orderly conduct of the meeting.<\/p>\n

3<\/p>\n

\n

(b) At any annual or special meeting of the shareholders, only such business
\nas is properly brought before the meeting will be considered. To be properly
\nbrought before a meeting, business must be a proper matter for shareholder
\naction and be (i) specified in the notice of the meeting (or any supplement to
\nthat notice) given in accordance with Section 2 or Section 3 of this Article I,
\nas the case may be, (ii) brought before the meeting by the presiding officer or
\nby or at the direction of the Board of Directors, or (iii) properly requested by
\na shareholder to be brought before the meeting in accordance with subsection (c)
\nof this Section 7.<\/p>\n

(c) For business to be properly requested by a shareholder to be brought
\nbefore a meeting of the shareholders, the shareholder must (i) be a shareholder
\nof the Company of record at the time of the giving of the notice of the business
\nand at the time of the meeting, (ii) be entitled to vote at the meeting, and
\n(iii) have given timely written notice of the business to the Secretary. To be
\ntimely, a shareholder153s notice must be delivered to or mailed and received by
\nthe Secretary at the principal executive offices of the Company, in the case of
\nan annual meeting, not earlier than the one hundred twentieth calendar day and
\nnot later than the close of business on the ninetieth calendar day prior to the
\nanniversary of the previous year153s annual meeting and, in the case of a special
\nmeeting, not later than the close of business on the tenth calendar day after
\nthe date of such meeting is first publicly disclosed. In no event shall the
\nadjournment or postponement of an annual or special meeting commence a new time
\nperiod (or extend the time period) for the giving of a shareholder153s notice. A
\nshareholder153s notice must set forth, as to each matter the shareholder proposes
\nto bring before the meeting: (A) a description in reasonable detail of the
\nbusiness proposed to be brought before the meeting and the reasons therefor; (B)
\nthe name and address, as they appear on the Company153s books, or, if different,
\nthe current name and address of the shareholder proposing such business and of
\nthe beneficial owner, if any, on whose behalf the proposal is made; (C) the
\nclass and number of shares that are owned of record or beneficially by the
\nshareholder and by any such beneficial owner as of the date of the notice, and a
\nrepresentation that the shareholder will notify the Company in writing of the
\nclass and number of shares that are owned of record or beneficially by the
\nshareholder and by any such beneficial owner as of the record date for the
\nmeeting promptly following the later of the record date or the date notice of
\nthe record date is first publicly disclosed; (D) a description of any material
\ninterest that the shareholder or any such beneficial owner may have in the
\nbusiness; (E) a description of any agreement, arrangement or understanding with
\nrespect to such business between or among the shareholder and any of its
\naffiliates or associates, and any others (including their names) acting in
\nconcert with any of the foregoing, and a representation that the shareholder
\nwill notify the Company in writing of any such agreement, arrangement or
\nunderstanding in effect as of the record date for the meeting promptly following
\nthe later of the record date or the date notice of the record date is first
\npublicly disclosed; (F) a description of any agreement, arrangement or
\nunderstanding (including any derivative or short positions, profit interests,
\noptions, hedging transactions, and borrowed or loaned shares) in effect as of
\nthe date of the notice by, or on behalf of, the shareholder or any of its
\naffiliates or associates, the effect or intent of which is to mitigate loss to,
\nmanage risk or benefit of share price changes for, or increase or decrease the
\nvoting power of the shareholder or any<\/p>\n

4<\/p>\n

\n

of its affiliates or associates with respect to shares of common stock of the
\nCompany (including an increase or decrease in such voting power resulting from
\nany business practice or custom), and a representation that the shareholder will
\nnotify the Company in writing of any such agreement, arrangement, understanding,
\nbusiness practice or custom in effect as of the record date for the meeting
\npromptly following the later of the record date or the date notice of the record
\ndate is first publicly disclosed; (G) a representation that the shareholder
\nintends to appear in person or by proxy at the meeting to propose such business;
\nand (H) a representation whether the shareholder intends to deliver a proxy
\nstatement and\/or form of proxy to holders of at least the percentage of the
\nCompany153s outstanding shares required to approve the proposal and\/or otherwise
\nto solicit proxies from shareholders in support of the proposal. Notwithstanding
\nthe foregoing provisions of this Section 7(c), in order for a shareholder to
\nsubmit a proposal for inclusion in the Company153s proxy statement for an annual
\nmeeting of shareholders, the shareholder must comply with all applicable
\nrequirements of the Securities Exchange Act of 1934, as amended, including Rule
\n14a-8 (or any comparable successor rule or regulation), and the rules and
\nregulations thereunder. The provisions of this Section 7(c) will not be deemed
\nto prevent a shareholder from submitting proposals for inclusion in the
\nCompany153s proxy statement pursuant to those rules and regulations.<\/p>\n

(d) The determination of whether any business sought to be brought before any
\nannual meeting or special meeting of the shareholders is properly brought in
\naccordance with this Section 7 will be made by the presiding officer of the
\nmeeting. If the presiding officer determines that any business is not properly
\nbrought before the meeting, he or she will so declare to the meeting, and the
\nbusiness will not be considered or acted upon.<\/p>\n

ARTICLE II<\/p>\n

BOARD OF DIRECTORS<\/p>\n

SECTION 1. Number; Authority<\/em>. The Board of Directors shall be
\ncomposed of eleven members unless the number of members of the Board of
\nDirectors is changed by action of the shareholders taken in accordance with the
\nlaws of the State of Ohio, the Articles of Incorporation and these Regulations
\nor by a resolution adopted by the affirmative vote of a majority of the
\ndirectors then in office. The directors may, from time to time, increase or
\ndecrease the number of directors, provided that the directors shall not increase
\nthe number of directors to more than fifteen persons or decrease the number of
\ndirectors to less than nine persons. Any director153s office that is created by an
\nincrease in the number of directors pursuant to action taken by the Board of
\nDirectors may be filled by the vote of a majority of the directors then in
\noffice. No reduction in the number of directors by action taken by the
\nshareholders or the directors shall, of itself, shorten the term or result in
\nthe removal of any incumbent director. Except where the law, the Articles of
\nIncorporation or these Regulations require action to be authorized or taken by
\nthe shareholders, all of the authority of the Company shall be exercised by the
\ndirectors.<\/p>\n

5<\/p>\n

\n

SECTION 2. Election of Directors; Term of Office<\/em>.<\/p>\n

(a) At each annual meeting of shareholders, or at a special meeting called
\nfor the purpose of electing directors, each director shall be elected for a term
\nexpiring at the next annual meeting of shareholders following his or her
\nelection as a director and shall hold office until his or her successor is
\nelected and qualified, or until his or her earlier resignation, removal from
\noffice or death.<\/p>\n

(b) At a meeting of the shareholders at which directors are to be elected,
\nonly persons properly nominated as candidates will be eligible for election as
\ndirectors. Candidates may only be properly nominated (i) by the Board of
\nDirectors or (ii) by any shareholder in accordance with subsection (c) of this
\nSection 2.<\/p>\n

(c) For a shareholder properly to nominate a candidate for election as a
\ndirector at a meeting of the shareholders, the shareholder must (i) be a
\nshareholder of the Company of record at the time of the giving of the notice of
\nthe nomination and at the time of the meeting, (ii) be entitled to vote at the
\nmeeting in the election of directors, and (iii) have given timely written notice
\nof the nomination to the Secretary. To be timely, a shareholder153s notice must be
\ndelivered to or mailed and received by the Secretary at the principal executive
\noffices of the Company, in the case of an annual meeting, not earlier than the
\none hundred twentieth calendar day and not later than the close of business on
\nthe ninetieth calendar day prior to the anniversary of the previous year153s
\nannual meeting and, in the case of a special meeting, not later than the close
\nof business on the tenth calendar day after the date of such meeting is first
\npublicly disclosed. In no event shall the adjournment or postponement of an
\nannual or special meeting commence a new time period (or extend the time period)
\nfor the giving of a shareholder153s notice. A shareholder153s notice must set forth,
\nas to each candidate: (A) the name, age, business address and residence address
\nof the candidate; (B) the principal occupation or employment of the candidate;
\n(C) the number of shares of common stock of the Company that are owned of record
\nor beneficially by the candidate; (D) all of the information about the candidate
\nrequired to be disclosed in a proxy statement complying with the rules and
\nregulations of the Securities and Exchange Commission used in connection with
\nthe solicitation of proxies for the election of the candidate as a director; (E)
\nthe written consent of the candidate to serve as a director if elected and a
\nrepresentation that the candidate (i) does not and will not have any undisclosed
\nvoting commitments or other undisclosed arrangements with respect to his or her
\nactions as a director and (ii) will comply with these Regulations and all
\napplicable publicly disclosed corporate governance, conflict of interest,
\nconfidentiality and share ownership and trading policies and guidelines of the
\nCompany; (F) the name and address, as they appear on the Company153s books, or, if
\ndifferent, the current name and address of the shareholder making such
\nnomination and of the beneficial owner, if any, on whose behalf the nomination
\nis made; (G) the class and number of shares that are owned of record or
\nbeneficially by the shareholder and by any such beneficial owner as of the date
\nof the notice, and a representation that the shareholder will notify the Company
\nin writing of the class and number of shares that are owned of record or
\nbeneficially by the shareholder and by any such beneficial owner as of the
\nrecord date for<\/p>\n

6<\/p>\n

\n

the meeting promptly following the later of the record date or the date
\nnotice of the record date is first publicly disclosed; (H) a description of any
\nagreement, arrangement or understanding with respect to such nomination between
\nor among the shareholder and any of its affiliates or associates, and any others
\n(including their names) acting in concert with any of the foregoing, and a
\nrepresentation that the shareholder will notify the Company in writing of any
\nsuch agreement, arrangement or understanding in effect as of the record date for
\nthe meeting promptly following the later of the record date or the date notice
\nof the record date is first publicly disclosed; (I) a description of any
\nagreement, arrangement or understanding (including any derivative or short
\npositions, profit interests, options, hedging transactions, and borrowed or
\nloaned shares) in effect as of the date of the notice by, or on behalf of, the
\nshareholder or any of its affiliates or associates, the effect or intent of
\nwhich is to mitigate loss to, manage risk or benefit of share price changes for,
\nor increase or decrease the voting power of the shareholder or any of its
\naffiliates or associates with respect to shares of common stock of the Company
\n(including an increase or decrease in such voting power resulting from any
\nbusiness practice or custom), and a representation that the shareholder will
\nnotify the Company in writing of any such agreement, arrangement, understanding,
\nbusiness practice or custom in effect as of the record date for the meeting
\npromptly following the later of the record date or the date notice of the record
\ndate is first publicly disclosed; (J) a representation that the shareholder
\nintends to appear in person or by proxy at the meeting to nominate the person or
\npersons specified in the notice; and (K) a representation whether the
\nshareholder intends to deliver a proxy statement and\/or form of proxy to holders
\nof the Company153s outstanding common stock and\/or otherwise to solicit proxies
\nfrom shareholders in support of the nomination. The Company may require any
\nproposed nominee to furnish such other information as it may reasonably require
\nto determine the eligibility of such proposed nominee to serve as an independent
\ndirector of the Company (as provided for in the Company153s Corporate Governance
\nGuidelines) or that could be material to a reasonable shareholder153s
\nunderstanding of the independence, or lack thereof, of such nominee from the
\nCompany, the nominating shareholder and their respective affiliates or
\nassociates.<\/p>\n

(d) The determination of whether any nomination sought to be brought before
\nany meeting of the shareholders is properly made in accordance with this Section
\n2 will be made by the presiding officer of the meeting. If the presiding officer
\ndetermines that one or more of the candidates has not been nominated in
\naccordance with this Section 2, he or she will so declare to the meeting, and
\nthe candidates will not be considered or voted upon.<\/p>\n

SECTION 3. Vacancies; Resignations; Removal of Directors<\/em>. In the
\nevent of the occurrence of any vacancy or vacancies in the Board, however
\ncaused, the remaining directors, though less than a majority of the whole
\nauthorized number of directors, may, by the vote of a majority of their number,
\nfill any such vacancy for the unexpired term. Any director may resign at any
\ntime by oral statement to that effect made at a meeting of the Board or in a
\nwriting to that effect delivered to the Secretary, such resignation to take
\neffect immediately or at such other time thereafter as the director may specify.
\nAll the directors, or any individual director, may be removed from office by the
\nvote of the holders of shares entitling them to exercise two-thirds of the
\nvoting power of the Company entitled<\/p>\n

7<\/p>\n

\n

to vote to elect directors in place of the director or directors to be
\nremoved, provided that unless all the directors are removed, no individual
\ndirector shall be removed if the votes of a sufficient number of shares are cast
\nagainst such director153s removal which, if cumulatively voted at an election of
\nall the directors would be sufficient to elect at least one director; provided
\nfurther, that, if shareholders do not have the right to vote cumulatively under
\nthe laws of the State of Ohio or the Articles of Incorporation, such directors
\nor individual director may be removed from office by the vote of the holders of
\nshares entitling them to exercise two-thirds of the voting power of the Company
\nentitled to vote to elect directors in place of the director or directors to be
\nremoved. In the event of any such removal, a new director may be elected at the
\nsame meeting for the unexpired term of each director removed. Failure to elect a
\ndirector to fill the unexpired term of any director so removed from office shall
\nbe deemed to create a vacancy in the Board of Directors. Notwithstanding Article
\nX of these Regulations, the provisions of this Section 3 of Article II may be
\namended, repealed or supplemented only by the shareholders at a meeting held for
\nsuch purpose by the affirmative vote of the holders of shares entitling them to
\nexercise two-thirds of the voting power of the Company on such proposal.<\/p>\n

SECTION 4. Meetings<\/em>. Immediately after each annual meeting of the
\nshareholders, the newly elected directors shall hold an organizational meeting
\nfor the purpose of electing officers and transacting any other business. Notice
\nof such meeting need not be given. Other meetings of the Board may be held at
\nany time within or without the State of Ohio in accordance with the bylaws,
\nresolutions, or other action by the Board. Unless otherwise expressly stated in
\nthe notice thereof, any business may be transacted at any meeting of the Board.\n<\/p>\n

SECTION 5. Quorum; Adjournment<\/em>. A quorum of the Board shall consist
\nof a majority of the directors then in office; provided that a majority of the
\ndirectors present at a meeting duly held, whether or not a quorum is present,
\nmay adjourn such meeting from time to time; if any meeting is adjourned, notice
\nof adjournment need not be given if the time and place to which it is adjourned
\nare fixed and announced at such meeting. At each meeting of the Board at which a
\nquorum is present, all questions and business shall be determined by a majority
\nvote of those present except as in these Regulations otherwise expressly
\nprovided.<\/p>\n

SECTION 6. Committees<\/em>. The Board may from time to time create or
\nappoint an Executive Committee and any other committee or committees deemed
\nadvisable by the Board for the proper transaction of the Company153s business. Any
\nsuch committee shall be composed of not less than three directors, each of whom
\nshall serve at the pleasure of, and be subject at all times to the control and
\ndirection of, the Board. Any such committee shall act only in the intervals
\nbetween meetings of the Board and shall have such authority as adheres to the
\ncommittee by virtue of the provisions of this section or as may, from time to
\ntime, be delegated by the Board, except that no committee shall have authority
\nto fill vacancies in the Board or in any committee of the Board. Subject to the
\naforesaid exceptions, and in the absence of express delegation of authority by
\nthe Board, the Executive Committee may transact all business and do and perform
\nall things which may<\/p>\n

8<\/p>\n

\n

or might be transacted or done by the Board. Subject to the aforesaid
\nexceptions with respect to the filling of vacancies in the Board or in any
\ncommittee, any person dealing with the Company shall be entitled to rely upon
\nany act of, or authorization of any act by, such committees, to the same extent
\nas an act or authorization of the Board. Each committee shall keep full and
\ncomplete records of all meetings and actions, which shall be open to inspection
\nby the directors. Unless otherwise ordered by the Board, any such committee may
\nprescribe its own rules for calling and holding meetings, and for its own method
\nof procedure, and may act by a majority of its members at a meeting or without a
\nmeeting by a writing or writings signed by all of its members. The directors may
\nappoint one or more alternate members of any such committee to take the place of
\nany absent member or members at any meeting of such committee and, if permitted
\nby law, to join in any action of such committee authorized or taken without a
\nmeeting; each such alternate shall serve at the pleasure of, and be subject at
\nall times to the control and direction of, the Board.<\/p>\n

SECTION 7. Bylaws<\/em>. The Board may adopt bylaws for its own
\ngovernment, not inconsistent with the Articles of Incorporation or these
\nRegulations.<\/p>\n

ARTICLE III<\/p>\n

OFFICERS<\/p>\n

SECTION 1. Election and Designation of Officers<\/em>. The Board, at its
\norganizational meeting, may elect a Chairman of the Board and shall elect a
\nChief Executive Officer, a President, a Secretary, a Treasurer, and, in its
\ndiscretion, at any meeting of the Board, may elect one or more Vice Presidents,
\none or more Assistant Secretaries, one or more Assistant Treasurers, a
\nController, one or more Assistant Controllers, and such other officers as the
\nBoard may deem necessary. The Chairman of the Board shall be a director, but no
\none of the other officers need be a director. Any two or more of such offices
\nmay be held by the same person, but no officer shall execute, acknowledge, or
\nverify any instrument in more than one capacity for the Company, if such
\ninstrument is required to be executed, acknowledged, or verified by two or more
\nofficers.<\/p>\n

SECTION 2. Term of Office; Vacancies<\/em>. The officers of the Company
\nshall hold office until the next organizational meeting of the Board and until
\ntheir successors are elected, except in case of resignation, death, or removal.
\nThe Board may remove any officer at any time with or without cause by a
\ntwo-thirds vote of the members of the Board then in office. Any vacancy in any
\noffice may be filled by the Board.<\/p>\n

SECTION 3. Chairman of the Board<\/em>. The Chairman of the Board, if any,
\nshall preside at all meetings of shareholders and of the Board and shall have
\nsuch authority and perform such duties as the Board may determine.<\/p>\n

SECTION 4. Chief Executive Officer and President.<\/em> Subject to
\ndirections of the Board, the Chief Executive Officer shall have general
\nexecutive supervision over the property, business, and affairs of the Company.
\nThe President, who may also be the Chief<\/p>\n

9<\/p>\n

\n

Executive Officer, shall have such authority and perform such duties as the
\nBoard may determine. Unless otherwise determined by the Board, when
\ncircumstances prevent the Chief Executive Officer from acting, the President (if
\ndifferent) shall perform all the duties and possess all the authority of the
\nChief Executive Officer. Unless otherwise determined by the Board, when
\ncircumstances prevent the President from acting, the other officers of the
\nCompany shall perform all the duties and possess all the authority of the
\nPresident, and shall have priority in the performance of such duties and
\nexercise of such authority in the order designated by the Board.<\/p>\n

SECTION 5. Vice Presidents<\/em>. The Vice Presidents shall have such
\nauthority and perform such duties as the Board may determine.<\/p>\n

SECTION 6. Secretary<\/em>. The Secretary shall keep the minutes of
\nmeetings of the shareholders and of the Board. He or she shall keep such books
\nas may be required by the Board, shall give notices of shareholders153 meetings
\nand of Board meetings required by law, or by these Regulations, or otherwise,
\nand shall make such certifications as he or she deems necessary or advisable.\n<\/p>\n

SECTION 7. Treasurer<\/em>. The Treasurer shall receive and have in charge
\nall money, bills, notes, bonds, stocks in other corporations, and similar
\nproperty belonging to the Company, and shall do with the same as may be ordered
\nby the Board. He or she shall keep accurate financial accounts and hold the same
\nopen for the inspection and examination of the directors.<\/p>\n

SECTION 8. Controller<\/em>. The Controller shall have general charge and
\nsupervision of the preparation of financial reports.<\/p>\n

SECTION 9. Other Officers<\/em>. The Assistant Secretaries, Assistant
\nTreasurers, and Assistant Controllers, if any, in addition to such authority and
\nduties as the Board may determine, shall have such authority and perform such
\nduties as may be directed by their respective principal officers.<\/p>\n

SECTION 10. Authority and Duties<\/em>. The officers shall have such
\nauthority and perform such duties, in addition to those specifically set forth
\nin these Regulations, as the Board may determine. The Board is authorized to
\ndelegate the duties of any officer to any other officer and generally to control
\nthe action of the officers and to require the performance of duties in addition
\nto those mentioned herein.<\/p>\n

ARTICLE IV<\/p>\n

COMPENSATION<\/p>\n

The Board, by the affirmative vote of a majority of the directors in office,
\nand irrespective of any personal interest of any of them, shall have authority
\nto establish reasonable compensation, which may include pension, disability and
\ndeath benefits, for<\/p>\n

10<\/p>\n

\n

services to the Company by directors and officers, or to delegate such
\nauthority to one or more officers or directors.<\/p>\n

ARTICLE V<\/p>\n

INDEMNIFICATION<\/p>\n

(a) The Company shall indemnify each person who is or was a director, officer
\nor employee of the Company, or is or was serving at the request of the Company
\nas a director, trustee, officer, employee, member, manager, or agent of another
\ncorporation, domestic or foreign, nonprofit or for profit, a limited liability
\ncompany, or a partnership, joint venture, trust, or other entity or enterprise,
\nagainst any and all liability and reasonable expense that may be incurred by him
\nor her in connection with or resulting from any threatened, pending, or
\ncompleted claim, action, suit, or proceeding (whether brought by or in the right
\nof the Company or such other entity or otherwise), civil, criminal,
\nadministrative, or investigative, or in connection with an appeal relating
\nthereto, in which he or she may become involved, as a party or otherwise, by
\nreason of being or having been a director, officer, or employee of the Company
\nor a director, trustee, officer, employee, member, manager, or agent of such
\nother entity, or by reason of any past or future action taken or not taken in
\nsuch capacity, whether or not he or she continues to be such at the time such
\nliability or expense is incurred, provided such person acted, in good faith and
\nin a manner he or she reasonably believed to be in or not opposed to the best
\ninterests of the Company or such other entity, as the case may be, and, in
\naddition, in any criminal action or proceeding, had no reasonable cause to
\nbelieve that his or her conduct was unlawful.<\/p>\n

(b) As used in this Article, the terms “liability” and “expense” shall
\ninclude, but shall not be limited to, counsel fees and disbursements and amounts
\nof judgments, fines, or penalties against, and amounts paid in settlement by, a
\nperson referred to in this Article other than amounts paid to the Company itself
\nor to such other entity served at the Company153s request. The termination of any
\nclaim, action, suit, or proceeding, civil, criminal, administrative, or
\ninvestigative, by judgment, order, settlement (whether with or without court
\napproval) or conviction or upon a plea of guilty or of nolo contendere or its
\nequivalent, shall not create a presumption that such person did not meet the
\nstandards of conduct set forth in paragraph (a) of this Article.<\/p>\n

(c) To the extent that any such person referred to in this Article has been
\nsuccessful, on the merits or otherwise, in defense of any claim, action, suit,
\nor proceeding of the character described herein, or in defense of any claim,
\nissue, or matter therein, he or she shall be entitled to indemnification as of
\nright. Except as provided in the preceding sentence, any indemnification
\nhereunder shall be made only if (1) the Board, acting by a quorum consisting of
\ndirectors who are not parties to (or who have been successful with respect to)
\nsuch claim, action, suit, or proceeding, shall find that the person has met the
\nstandards of conduct set forth in paragraph (a) of this Article, (2) independent
\nlegal counsel (who may be the regular counsel of the Company) selected by a
\nquorum consisting of directors who are not parties to (or who have been
\nsuccessful with respect to) such claim, action, suit, or proceeding shall
\ndeliver to the Company their written advice that, in their<\/p>\n

11<\/p>\n

\n

opinion, such person has met such standards, or (3) the court in which such
\nclaim, action, suit, or proceeding was brought finds that such person has met
\nsuch standards. In the event of a change in control of the Company, the
\nindependent legal counsel referred to in clause (2) of the immediately preceding
\nsentence shall be selected by the person seeking indemnification hereunder.<\/p>\n

(d) Expense incurred with respect to any such claim, action, suit, or
\nproceeding may be advanced by the Company prior to the final disposition thereof
\nupon receipt of an undertaking by or on behalf of the recipient to repay such
\namount unless it shall ultimately be determined that he or she is entitled to
\nindemnification under this Article.<\/p>\n

(e) The rights of indemnification provided in this Article shall be in
\naddition to any rights to which any person concerned may otherwise be entitled
\nby contract or as a matter of law, and shall continue as to a person who has
\nceased to serve in a capacity referred to in this Article and shall inure to the
\nbenefit of the heirs, executors, and administrators of any such person.<\/p>\n

(f) In the case of a merger into this Company of a constituent corporation
\nthat, if its separate existence had continued, would have been required to
\nindemnify its directors, trustees, officers, employees, members, managers, or
\nagents in specified situations, any person who served as a director, officer, or
\nemployee of the constituent corporation, or served at the request of the
\nconstituent corporation as a director, trustee, officer, employee, member,
\nmanager, or agent of another corporation, domestic or foreign, nonprofit or for
\nprofit, a limited liability company, or a partnership, joint venture, trust, or
\nother entity or enterprise, shall be entitled to indemnification by this Company
\n(as the surviving corporation) to the same extent he or she would have been
\nentitled to indemnification by the constituent corporation, if its separate
\nexistence had continued.<\/p>\n

(g) A right to indemnification or to advancement of expenses arising under
\nthis Article shall not be eliminated or impaired by an amendment to such
\nprovision after the occurrence of the act or omission that is the subject of the
\ncivil, criminal, administrative, or investigative claim, action, suit, or
\nproceeding for which indemnification or advancement of expenses is sought.<\/p>\n

ARTICLE VI<\/p>\n

RECORD DATES<\/p>\n

For any lawful purpose, including, without limitation, the determination of
\nthe shareholders who are entitled to:<\/p>\n

(1) receive notice of or to vote at a meeting of shareholders,<\/p>\n

(2) receive payment of any dividend or distribution,<\/p>\n

12<\/p>\n

\n

(3) receive or exercise rights of purchase of or subscription for, or
\nexchange or conversion of, shares or other securities, subject to contract
\nrights with respect thereto, or<\/p>\n

(4) participate in the execution of written consents, waivers, or releases,\n<\/p>\n

the Board may fix a record date which shall not be a date earlier than the
\ndate on which the record date is fixed and, in the cases provided for in clauses
\n(1), (2), and (3) above, shall not be more than sixty days preceding the date of
\nthe meeting of shareholders, or the date fixed for the payment of any dividend
\nor distribution, or the date fixed for the receipt or the exercise of rights, as
\nthe case may be. The record date for the purpose of the determination of the
\nshareholders who are entitled to receive notice of or to vote at a meeting of
\nshareholders shall continue to be the record date for all adjournments of such
\nmeeting, unless the Board or the persons who shall have fixed the original
\nrecord date shall, subject to the limitations set forth in this Article, fix
\nanother date, and in case a new record date is so fixed, notice thereof and of
\nthe date to which the meeting shall have been adjourned shall be given to
\nshareholders of record as of such date in accordance with the same requirements
\nas those applying to a meeting newly called. The Board may close the share
\ntransfer books against transfers of shares during the whole or any part of the
\nperiod provided for in this Article, including the date of the meeting of
\nshareholders and the period ending with the date, if any, to which adjourned.\n<\/p>\n

ARTICLE VII<\/p>\n

EXECUTION OF DOCUMENTS<\/p>\n

Except as otherwise provided in these Regulations, or by specific or general
\nresolutions of the Board, all documents evidencing conveyances by or contracts
\nor other obligations of the Company shall be signed by the Chairman of the
\nBoard, if any, the Chief Executive Officer, the President, or a Vice President,
\nand attested by the Secretary or an Assistant Secretary.<\/p>\n

ARTICLE VIII<\/p>\n

CERTIFICATES FOR SHARES<\/p>\n

SECTION 1. Form of Certificates and Signatures<\/em>. Each holder of
\nshares is entitled to one or more certificates, signed by the Chairman of the
\nBoard or the President or a Vice President and by the Secretary, an Assistant
\nSecretary, the Treasurer, or an Assistant Treasurer of the Company, which shall
\ncertify the number and class of shares held by him or her in the Company, but no
\ncertificate for shares shall be executed or delivered until such shares are
\nfully paid. When such a certificate is countersigned by an incorporated transfer
\nagent or registrar, the signature of any of said officers of the Company may be
\nfacsimile, engraved, stamped, or printed. Although any officer of the Company
\nwhose manual or facsimile signature is affixed to such a certificate so
\ncountersigned ceases to be such officer before the certificate is delivered,
\nsuch certificate<\/p>\n

13<\/p>\n

\n

nevertheless shall be effective in all respects when delivered. The Board may
\nprovide by resolution that some or all of any or all classes and series of
\nshares of the Company shall be uncertificated shares to the extent permitted by
\nthe Ohio General Corporation Law.<\/p>\n

SECTION 2. Transfer of Shares<\/em>. Shares of the Company shall be
\ntransferable upon the books of the Company by the holders thereof, in person, or
\nby a duly authorized attorney (and, if issued in certificated form, upon
\nsurrender and cancellation of certificates for a like number of shares of the
\nsame class or series), with duly executed assignment and power of transfer
\nprovided in connection therewith, and with such proof of the authenticity of the
\nsignatures to such assignment and power of transfer as the Company or its agents
\nmay reasonably require.<\/p>\n

SECTION 3. Lost, Stolen, or Destroyed Certificates<\/em>. The Company may
\nissue a new certificate for shares or provide for uncertificated shares in place
\nof any certificate theretofore issued by it and alleged to have been lost,
\nstolen, or destroyed, and the Board may, in its discretion, require the owner,
\nor his or her legal representatives, to give the Company a bond containing such
\nterms as the Board may require to protect the Company or any person injured by
\nthe execution and delivery of a new certificate or the provision of
\nuncertificated shares.<\/p>\n

SECTION 4. Transfer Agents and Registrars<\/em>. The Board may appoint, or
\nrevoke the appointment of, transfer agents and registrars and may require all
\ncertificates for shares to bear the signatures of such transfer agents and
\nregistrars, or any of them. The Board shall have authority to make all such
\nrules and regulations as it may deem expedient concerning the issue, transfer,
\nand registration of certificated and uncertificated shares of the Company.<\/p>\n

ARTICLE IX<\/p>\n

AUTHORITY TO TRANSFER AND VOTE SECURITIES<\/p>\n

The Chairman of the Board, the Chief Executive Officer, the President, and a
\nVice President of the Company are each authorized to sign the name of the
\nCompany and to perform all acts necessary to effect a transfer of any shares,
\nbonds, other evidences of indebtedness or obligations, subscription rights,
\nwarrants, and other securities of another corporation owned by the Company and
\nto issue the necessary powers of attorney for the same; and each such officer is
\nauthorized, on behalf of the Company, to vote such securities, to appoint
\nproxies with respect thereto, and to execute consents, waivers, and releases
\nwith respect thereto, or to cause any such action to be taken.<\/p>\n

ARTICLE X<\/p>\n

AMENDMENTS<\/p>\n

The Regulations of the Company may be amended or new Regulations may be
\nadopted by the shareholders, at a meeting held for such purpose by the
\naffirmative vote of<\/p>\n

14<\/p>\n

\n

the holders of shares entitling them to exercise a majority of the voting
\npower of the Company on such proposal or, without a meeting, by the written
\nconsent of the holders of shares entitling them to exercise two-thirds of the
\nvoting power on such proposal. The Regulations of the Company may also be
\namended by the directors to the extent permitted by the Ohio General Corporation
\nLaw.<\/p>\n

15<\/p>\n

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