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<SEC-DOCUMENT>0000950152-09-004978.txt : 20090508
<SEC-HEADER>0000950152-09-004978.hdr.sgml : 20090508
<ACCEPTANCE-DATETIME>20090508143052
ACCESSION NUMBER:		0000950152-09-004978
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090504
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090508
DATE AS OF CHANGE:		20090508

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TRANSCAT INC
		CENTRAL INDEX KEY:			0000099302
		STANDARD INDUSTRIAL CLASSIFICATION:	INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
		IRS NUMBER:				160874418
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0327

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-03905
		FILM NUMBER:		09809685

	BUSINESS ADDRESS:	
		STREET 1:		35 VANTAGE POINT DRIVE
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14624
		BUSINESS PHONE:		5853527777

	MAIL ADDRESS:	
		STREET 1:		35 VANTAGE POINT DRIVE
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14624

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TRANSMATION INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l36412ae8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 8-K</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 18pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>
</DIV>

<DIV align="LEFT" style="font-size: 10pt; margin-top: 12pt; MARGIN-LEFT: 100PT"><B>Date
of Report (Date of earliest event reported)</B>
</DIV>
<DIV ALIGN="CENTER" STYLE="BORDER-BOTTOM: 1PX SOLID #000000; WIDTH: 300PX; MARGIN-LEFT: 320PT; MARGIN-TOP: -11PT">
<B>May&nbsp;4, 2009</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 24pt"><B>Transcat, Inc.</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></DIV>


<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD align="center" valign="top"><FONT STYLE="FONT-SIZE: 12PT"><B>Ohio</B></FONT>
</TD>
    <TD>&nbsp;</TD>

<TD align="center" valign="top"><FONT STYLE="FONT-SIZE: 12PT"><B>000-03905</B></FONT>
</TD>
    <TD>&nbsp;</TD>

<TD align="center" valign="top"><FONT STYLE="FONT-SIZE: 12PT"><B>16-0874418</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">(State or other jurisdiction <BR>
of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">(Commission<BR>
File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">(IRS Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD align="center" valign="top"><FONT STYLE="FONT-SIZE: 12PT"><B>35
Vantage Point Drive, Rochester, New York</B></FONT>
</TD>
    <TD>&nbsp;</TD>

<TD align="center" valign="top"><FONT STYLE="FONT-SIZE: 12PT"><B>14624</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">(Address of principal executive offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="LEFT" style="font-size: 10pt; margin-top: 12pt; MARGIN-LEFT: 100PT">Registrant&#146;s
telephone number, including area code</DIV>
<DIV ALIGN="CENTER" STYLE="BORDER-BOTTOM: 1PX SOLID #000000; WIDTH: 300PX; MARGIN-LEFT: 320PT; MARGIN-TOP: -11PT"><B>585-352-7777</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Former name or former address, if changed since last report)</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))</TD>
</TR>

</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">Item. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Item&nbsp;9.01 Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="l36412aexv3w1.htm">EX-3.1</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "Item. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;4, 2009, the Board of Directors of Transcat, Inc. (the &#147;Company&#148;) amended Article&nbsp;I,
Section&nbsp;1 of the Company&#146;s Code of Regulations (Meetings of Shareholders &#151; Annual Meeting) to
change the annual meeting date of shareholders from the third Tuesday in August each year to such
day as may be designated by the Board of Directors. In addition, the Board of Directors amended
Article&nbsp;I, Section&nbsp;4 (Meetings of Shareholders &#151; Notice of Meetings) and Article&nbsp;IX, Section&nbsp;5
(Certificates for Shares &#151; Closing of the Transfer Books; Record Date) to change the reference in
these sections from fifty (50)&nbsp;days to sixty (60)&nbsp;days.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amendments are effective as of May&nbsp;4, 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The preceding description of the amendments is qualified in its entirety by reference to the
full text of the Company&#146;s Code of Regulations, as amended, which are attached as Exhibit&nbsp;3.1 to
this Current Report on Form 8-K and are incorporated herein by reference.
</DIV>
<!-- link1 "Item&nbsp;9.01 Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(d) <I>Exhibits</I>.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Code of Regulations, as amended</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SIGNATURES
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="43%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>TRANSCAT, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Dated:  May 8, 2009&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ John J. Zimmer</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">John J. Zimmer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Vice President of Finance and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="4">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>




</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>l36412aexv3w1.htm
<DESCRIPTION>EX-3.1
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-3.1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;3.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>CODE OF REGULATIONS</B></U><BR>
<U><B>OF</B></U><BR>
<U><B>TRANSCAT, INC.</B></U>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">(with
all amendments through May&nbsp;4, 2009)

</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE I<BR>
MEETINGS OF SHAREHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.
<U>Annual Meeting</U>. The annual meeting of shareholders shall be
held on such day and at such hour as may be designated by the Board of Directors and
specified in the Notice of Meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Special Meetings</U>. Special meetings of the shareholders for any purpose or
purposes may be called by the President or by order of the Board of Directors and it shall be the
duty of the Secretary to call such a meeting upon a request in writing therefor stating the purpose
or purposes thereof delivered to the Secretary signed by the holders of record of not less than
twenty-five percent (25%) of the shares outstanding and entitled to vote.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Place of Meetings</U>. Meetings of the shareholders may be held at such place
within or without the State of Ohio, as the Board of Directors may from time to time determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Notice of Meetings</U>. Notice of the annual or of any special meeting of
shareholders, stating the time, place and purposes thereof, shall be given to each shareholder of
record entitled to vote at such meeting, by mailing the same to his address as the same appears on
the records of the Corporation or of its Transfer Agent, or Agents, at least ten (10)&nbsp;and not more
than sixty (60)&nbsp;days before any such meeting; provided, however, that no failure or irregularity of
notice of any annual meeting shall invalidate the same or any proceeding thereat. All notices with
respect to any shares to which persons are jointly entitled may be given to that one of such
persons who is named first upon the books of the Corporation and notice so given shall be
sufficient notice to all the holders of such shares. Any shareholder, or his attorney thereunto
authorized, may waive notice of any meeting either before or after the meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Quorum</U>. At all meetings of shareholders the holders of record of a
majority of the issued and outstanding voting shares of the Corporation, present in person or by
proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the
holders of a majority of the voting shares present or represented may adjourn the meeting by
resolution to a date fixed therein, and no further notice thereof shall be required. At any such
adjourned meeting at which a quorum may be present, any business may be transacted which might have
been transacted at the meeting as originally called.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Proxies</U>. Any shareholder entitled to vote at a meeting of shareholders may
be represented and vote thereat by proxy appointed by an instrument in writing, subscribed by such
shareholder, or by his duly authorized attorney, and submitted to the Secretary at or before such
meeting.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE II<BR>
BOARD OF DIRECTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Number</U>. The number of directors shall be not less than three (3)&nbsp;nor more
than twelve (12)&nbsp;as may be fixed, from time to time, by resolution duly adopted by a majority of
the shares which are represented at any annual meeting or special meeting called for that purpose
provided a quorum is present. No reduction in the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Election and Classification</U>. The election of directors shall be held at
the annual meeting of the shareholders or at a special meeting called for that purpose. The
directors shall be classified with respect to the terms for which they shall hold office by
dividing them into three classes, each consisting of one-third of the whole number of the Board of
Directors, or, if such number shall not be a multiple of three, then such division shall be as
nearly equal as the total number of directors will permit. The term of office of the first class
shall expire at the first annual meeting of the corporation subsequent to their election, the term
of office of the second class shall expire at the second annual meeting subsequent to their
election, and the term of office of the third class shall expire at the second annual meeting
subsequent to their election, and the term of office of the third class shall expire at the third
annual meeting subsequent to their election. At the first annual meeting at which directors are
classified, each person shall be nominated as a director to the first, second or third class and no
person shall be nominated as a candidate for more than one class. At each annual meeting after the
election of the classified Board, directors shall be elected for a term of three years to replace
those whose terms expire. If, at any time the number of directors is increased or decreased, the
increase or decrease shall be apportioned among the classes as to make all classes as nearly equal
in number as possible. In the event of a decrease, one or more directors shall be reclassified by
vote of a majority of the Board if such action is required to balance the classes of directors,
even though this may have the effect of shortening the term of office to which such director was
elected by the shareholders. Any vacancy created in the Board of Directors may be filled by the
majority vote of the remaining directors. Any person so elected to fill a vacancy shall serve for
the unexpired term of that director whose vacancy is being filled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Removal</U>. All of the directors of a particular class, or any individual
director may be removed from office without assigning any cause, by the vote of the holders of
seventy-five percent (75%) of the outstanding shares entitled to vote thereon at any meeting of
shareholders called for that purpose. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Place of Meetings</U>. The Board of Directors shall hold its meetings at such
places within or without the State of Ohio as it may decide.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Regular Meetings</U>. The Board of Directors by resolution may establish
regular periodic meetings and notice of such meetings need not be given.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Special Meetings</U>. Special Meetings of the Board of Directors shall be
called by the Secretary or an Assistant Secretary whenever ordered by the Board of Directors or
requested in writing by the President or any two other directors. Such meetings shall be held at
the principal office of the Corporation except as otherwise specified in the notice. Notice of
each Special Meeting shall be mailed to each director, addressed to his residence or usual place of
business, at least two (2)&nbsp;days before the day on which the meeting is to be held, or shall be sent
to such address by telegraph, or be given personally or by telephone, not later than one (1)&nbsp;day
before the day on which the meeting is to be held.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Quorum</U>. A majority of the members of the Board of Directors then in office
shall constitute a quorum at all meetings thereof. In the absence of a quorum of the Board of
Directors, a majority of the members present may adjourn the meeting from time to time until a
quorum be had, and no notice of any such adjournment need be given.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. <U>Fees</U>. The Board of Directors may from time to time, irrespective of any
personal interest of any of them, establish reasonable compensation for services to the Corporation
by directors and officers. The Board of Directors may reimburse directors for travel and other
expenses incidental to their attendance at meetings of the Board, and, from time to time, may
prescribe reasonable annual directors&#146; fees or reasonable fees for their attendance at meetings of
the Board. Members of either executive or special committees may be reimbursed, by resolution of
the Board, for travel and other expense incidental to their attendance at meetings of such
committees, and may be allowed such compensation as the Board of Directors may determine for
attending such meetings.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE III<BR>
EXECUTIVE AND OTHER COMMITTEES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>How Constituted and the Powers Thereof</U>. The Board of Directors by the vote
of a majority of the entire Board, may designate three or more directors to constitute an Executive
Committee, who shall serve at the pleasure of the Board of Directors. Except as otherwise provided
by law, by these regulations or by resolution adopted by a majority of the entire Board of
Directors, the Executive Committee shall possess and may exercise during the intervals between the
meetings of the Board, all of the powers of the Board of Directors in the management of the
business, affairs and property of the Corporation, including the power to cause the seal of the
Corporation to be affixed to all papers that may require it.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Organization, etc.</U> The Executive Committee shall choose its own Chairman
and its Secretary and may adopt rules for its procedure. The Committee shall keep a record of its
acts and proceedings and report the same from time to time to the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Meetings</U>. Meetings of the Executive Committee may be called by the
Chairman of the Committee and shall be called by him at the request of any member of the Committee,
or such meetings may be called by any member if there shall be no Chairman. Notice of each meeting
of the Committee shall be sent to each member of the Committee by mail at least two days before the
meeting is to be held, or given personally or by telegraph or
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">telephone at least one day before the
day on which the meeting is to be held. Notice of any meeting may be waived before or after the
meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Quorum and Manner of Acting</U>. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and the act of a majority of those present at
the meeting at which a quorum is present shall be the act of the Executive Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Removal</U>. Any member of the Executive Committee may be removed, with or
without cause, at any time, by the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Vacancies</U>. Any vacancy in the Executive Committee shall be filled by the
Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Other Committees</U>. The Board of Directors may by resolution provide for
such other standing or special committees to consist of not less than three directors as it deems
desirable, and discontinue the same at its pleasure. Each Committee shall have such powers and
perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IV<BR>
OFFICES AND OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Officers &#150; Number</U>. The officers of the Corporation shall be a President, a
Vice-President, a Secretary and a Treasurer. The Board of Directors may from time to time, in its
discretion, appoint any or all of the following: a Chairman of the Board, one or more additional
Vice-Presidents one of whom may be designated Executive Vice-President, a Controller, one or more
Assistant Secretaries, one or more Assistant Treasurers and such other officers and assistant
officers as may be deemed necessary. Any two or more offices may be held by the same person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Election and Term of Office</U>. All officers of the Corporation shall be
appointed annually by the Board of Directors at the first meeting of the Board of Directors in each
year held next after the annual meeting of shareholders and each officer shall hold office until
his successor shall have been duly chosen and shall have qualified, or until he shall resign or
shall have been removed. At said first meeting, the Board of Directors shall also designate and
appoint such subordinate officers and employees as it shall determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Vacancies</U>. If any vacancy shall occur in any office of the Corporation,
such vacancy shall be filled by the Board of Directors.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE V<BR>
DUTIES OF OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Chairman of the Board</U>. The Chairman of the Board, if one be appointed,
shall preside at all meetings of the Board of Directors and shall have such other powers and duties
as may be prescribed by the Board of Directors.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>President</U>. The President shall be the chief executive officer of the
Corporation and shall have general direction of its business, affairs and property and over its
several officers. He shall preside at all meetings of the shareholders and, in the absence of the
Chairman of the Board, or if the same shall not have been appointed, shall also preside at meetings
of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors
are carried into effect, and he shall have the power to execute in the name of the Corporation all
authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the
signing and execution thereof shall have been expressly delegated to some other officer or agent of
the Corporation; and in general, he shall perform all duties incident to the office of a president
of a corporation, and such other duties as from time to time may be assigned to him by the Board of
Directors. He shall be ex officio a member of all committees. He shall from time to time report
to the Board of Directors all matters within his knowledge which the interest of the Corporation
may require to be brought to their notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Vice-Presidents</U>. The Vice-President or Vice-Presidents of the Corporation,
under the direction of the President, shall have such powers and perform such duties as the Board
of Directors or the President may from time to time prescribe, and shall perform such other duties
as may be prescribed in these regulations. In case of the absence or inability of the President to
act, then the Vice-Presidents, in the order designated therefor by the Board of Directors, shall
have the powers and discharge the duties of the President.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Secretary</U>. The Secretary shall attend all meetings of the shareholders of
the Corporation and of its Board of Directors and shall keep the minutes of all such meetings in a
book or books kept by him for that purpose. He shall keep in safe custody the seal of the
Corporation, and, when authorized by the Board of Directors, he shall affix such seal to any
instrument requiring it. In the absence of a Transfer Agent or a Registrar, the Secretary shall
have charge of the stock certificate books and the Secretary shall have charge of such other books
and papers as the Board of Directors may direct. He shall also have such other powers and perform
such other duties as pertain to his office, or as the Board of Directors or the President may from
time to time prescribe.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Assistant Secretaries</U>. In the absence or disability of the Secretary, the
Assistant Secretaries, in the order designated by the Board of Directors, shall perform the duties
of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Secretary. They shall also perform such other duties as from time to time
may be assigned to them by the Board of Directors of the President.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Treasurer</U>. The Treasurer shall establish and execute programs for the
provision of the capital required by the Corporation including negotiating the procurement of
capital and maintaining the required financial arrangements. He shall maintain adequate sources
for the Corporation&#146;s current borrowings from commercial banks and other lending institutions. He
shall maintain banking arrangements to receive, have custody of and disburse the Corporation&#146;s
monies and securities. He shall invest the Corporation&#146;s funds as required, establish and
coordinate policies for investment in pension and other similar trusts, and provide insurance
coverage as required. He shall direct the granting of credit and the collection of accounts due
the Corporation, including the supervision of required special arrangements for
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">financing sales
such as time payment and leasing plans. He shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Assistant Treasurers</U>. In the absence of or disability of the Treasurer,
the Assistant Treasurers, in the order designated by the Board of Directors, shall perform the
duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all
restrictions upon, the Treasurer. They shall also perform such other duties as from time to time
may be assigned to them by the Board of Directors or the President.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. <U>Controller</U>. The Board of Directors may appoint a Controller. Subject to
the control and supervision of the Board of Directors and the President, or such officer as the
President may designate, the Controller shall establish, coordinate and administer an adequate plan
for the control of operations. The plan shall include profit planning, programs for capital
investing and for financing, sales forecasts, expense budgets and cost standards, together with the
necessary procedures to effectuate the plan. The Controller shall compare performance with
operating plans and standards and shall report and interpret the results of operations to all
levels of management. This function includes the formulation of accounting policy, the
coordination of systems and procedures, the preparation of operating data and of special reports as
required. He shall establish and administer tax policies and procedures, supervise and coordinate
the preparation of reports to government agencies, assure protection for the assets of the
Corporation through internal control and auditing, and insurance coverage, and appraise economic
and social forces and government influences and their effect upon the business. He shall consult
with all segments of management responsible for policy or action concerning any phase of the
operation of the company as it relates to the attainment of objectives and the effectiveness of
policies, organization structure and procedures. He shall have such other powers and duties as may
be prescribed by these regulations or by the Board of Directors and such usual powers and duties as
pertain to this office.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VI<BR>
INDEMNIFICATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Right to Indemnification</U>. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a &#147;proceeding&#148;), by reason of
the fact that he or his testator or intestate (a)&nbsp;is or was a director or officer of the
Corporation or (b)&nbsp;is or was a director or officer of the Corporation who serves or served, in any
capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise at the request of the Corporation (hereinafter an &#147;indemnitee&#148;), shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by Ohio law against all
expense, liability and loss (including attorneys&#146; fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to
be a director or officer and shall inure to the benefit of the indemnitee&#146;s heirs, executors and
administrators; <U>provided</U>, however, that, except as provided in Section&nbsp;3 of this Article&nbsp;VI
with respect to proceedings to enforce rights to indemnification or to advancement of expenses, the
Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was authorized by
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Board
of Directors of the Corporation. The rights conferred by this Article&nbsp;VI shall be contract rights,
which shall not be abrogated by any amendment or repeal of this Article&nbsp;VI with respect to events
occurring prior to such amendment or repeal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Advancement of Expenses</U>. The right to indemnification conferred by Section
1 of this Article&nbsp;VI shall include the right to be paid by the Corporation the expenses incurred in
defending any proceeding as they are incurred in advance of final disposition of such proceeding
(hereinafter an &#147;advancement of expenses&#148;); <U>provided</U>, however, that such advancement of
expenses shall be made only upon delivery to the Corporation of the appropriate undertaking, if
any, required by the General Corporation Law of Ohio (hereinafter an &#147;undertaking&#148;), made by or on
behalf of such indemnitee, to repay such amounts; and <U>provided</U> <U>further</U> that a
determination that the indemnitee must repay such amounts pursuant to the terms of an undertaking
may be made only by final judicial decision from which there is no further right to appeal
(hereinafter a &#147;final adjudication&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Suit by Indemnitee to Enforce Rights to Indemnification or by the Corporation
to Recover an Advancement of Expenses</U>. If a claim under this Article&nbsp;VI is not paid in full by
the Corporation within sixty days after a written demand therefor has been received by the
Corporation (except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If he is successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In any suit brought by an indemnitee to enforce
a right to indemnification hereunder (other than a suit brought by an indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that the indemnitee is not entitled to
indemnification under Section&nbsp;1 of this Article&nbsp;VI. In any suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall
be entitled to recover such expenses upon a final adjudication that, pursuant to the terms of the
undertaking, the indemnitee must repay such advancement of expenses. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or shareholders) to have
made a determination prior to the commencement of such suit that the indemnitee is entitled to
indemnification under Section&nbsp;1 of this Article&nbsp;VI or that the indemnitee is not required to repay
an advancement of expenses pursuant to the terms of an undertaking, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or shareholders) that
the indemnitee is not entitled to indemnification under Section&nbsp;1 of this Article&nbsp;VI or that the
indemnitee must repay an advancement of expenses pursuant to the terms of an undertaking, shall (a)
create a presumption that the indemnitee is not entitled to indemnification under Section&nbsp;1 of this
Article&nbsp;VI or that the indemnitee must repay an advancement of expenses pursuant to the terms of an
undertaking, or (b)&nbsp;in the case of a suit brought by the indemnitee, be a defense to such suit. In
any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, the burden of proving that the indemnitee is not entitled to such
indemnification or to such advancement of expenses, under this Article&nbsp;VI or otherwise, shall be on
the Corporation. In any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden or proving that the indemnitee must repay such
advancement of expenses pursuant to the terms of such undertaking shall be on the Corporation.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Non-Exclusivity of Rights</U>. The rights to indemnification and to the
advancement of expenses conferred by this Article&nbsp;VI shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the Corporation&#146;s Articles of
Incorporation, these Regulations, any agreement, any vote of shareholders or of disinterested
directors, or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Insurance</U>. The Corporation may purchase and maintain insurance or furnish
similar protection, including without limitation trust funds, letters of credit, or self-insurance,
on behalf of or for any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, trustee,
officer, employee or agent 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
Corporation would have the power to indemnify him against such liability under this Article&nbsp;VI or
applicable law. Such insurance may be purchased or maintained with a person or entity in which the
Corporation has a financial interest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Indemnification of Employees and Agents of the Corporation</U>. The
Corporation may, to the extent authorized from time to time by the Board of Directors in the
specific case, grant to any employee or agent of the Corporation rights to indemnification and
advancement of expenses to such extent as the Board of Directors may so determine, up to and
including the fullest extent of the provisions of this Article&nbsp;VI pertaining to indemnification of
and advancement of expenses to directors and officers of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Retroactive Application</U>. This Article&nbsp;VI shall, to the fullest extent
permitted by law, be applied retroactively to events occurring prior to the adoption of this
Article&nbsp;VI.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VII<BR>
INTERDEALING</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No officer, director or shareholder of this Corporation shall be disqualified by his office,
membership or stock ownership from dealing or contracting with the Corporation, whether as vendor,
purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any
transaction, contract or act of the Corporation be either void or voidable or in any other way
affected or invalidated by reason of the fact that any such officer, director or shareholder of the
Corporation, any firm of which he may be a member or any other corporation of which he may be an
officer, director or shareholder is in any way interested in such transaction, contract or act,
provided the interest of such officer, director or shareholder is disclosed to or known by the
Board of Directors of this Corporation or such members thereof as shall be present at any meeting
at which action is taken upon any such transaction, contract or act. Neither shall any such
officer, director or shareholder be accountable or otherwise responsible to the Corporation for or
in connection with any such act, contract or transaction or for any gains or profits realized by
him by reason of the fact that he, any firm of which he is a member or any other corporation of
which he is an officer, director or shareholder, is interested in such contract, transaction or
act. Any such officer, director or shareholder, if he is a director, may be counted in determining
the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">authorize or take action upon any such transaction, contract or act and he may vote at any such
meeting to authorize, adopt, ratify or approve any such transaction, contract or act to the same
extent as if he, any firm of which he is a member or any other corporation of which he is an
officer, director or shareholder, were not interested in such transaction, contract or act.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VIII<BR>
CHECKS, DRAFTS, ETC.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officer or officers,
agent or agents, person or persons, to whom the Board of Directors by resolution shall have
delegated the power, but under such conditions and restrictions as in said resolution may be
imposed. The signature of any officer upon any of the foregoing instruments may be a facsimile
whenever authorized by the Board of Directors.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IX<BR>
CERTIFICATES FOR SHARES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1. <U>Issue of Certificates</U>. The shares of capital stock of the Corporation may
be represented by certificates or they may be uncertificated. If the shares are to be represented
by certificates, then the Board of directors shall provide for the issue and transfer of the
certificates of capital stock of the Corporation, and shall prescribe the form of such
certificates. Every owner of stock of the Corporation shall be entitled to a certificate of stock
which shall be under the seal of the Corporation (which seal may be a facsimile, engraved or
printed), specifying the number of shares owned by him, and which certificate shall be signed by
the President or Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer of the Corporation. Said signatures may, wherever permitted by law, be
facsimile, engraved or printed. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates shall have been delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such officer or officers of the Corporation.
Except as otherwise expressly provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders of certificates representing
shares of the same class and series shall be identical.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Transfer Agents and Registrars</U>. The Corporation may have one or more
Transfer Agents and one or more Registrars of its stock, whose respective duties the Board of
Directors may, from time to time, prescribe. If the Corporation shall have a Transfer Agent, no
certificate of stock shall be valid until countersigned by such Transfer Agent, and if the
Corporation shall have a Registrar, until registered by the Registrar. The duties of the Transfer
Agent and Registrar may be combined.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Transfer of Shares</U>. The shares of the Corporation shall be transferable
only upon it books and by the holders thereof in person or by their duly authorized attorneys or
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">legal representatives, and upon such transfer the old certificates shall be surrendered to the
Corporation by the delivery thereof to the person in charge of the stock and transfer books and
ledgers or to such other person as the Board of Directors may designate for such purpose, and new
certificates shall thereupon be issued.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Addresses of Shareholders</U>. Every shareholder shall furnish the Transfer
Agent, or in the absence of a Transfer Agent, the Registrar, or in the absence of a Transfer Agent
and a Registrar, the Secretary, with an address at or to which notices of meetings and all other
notices may be served upon or mailed to him, and in default thereof, notices may be addressed to
him at the office of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Closing of the Transfer Books; Record Date</U>. The Board of Directors shall
have power to close the stock transfer books of the Corporation for a period not exceeding sixty (60)&nbsp;days and not less than ten (10)&nbsp;days prior to the date of any meeting of shareholders;
provided, however, that in lieu of closing the stock transfer books as aforesaid the Board of
Directors may fix a date not exceeding sixty (60)&nbsp;days and not less than ten (10)&nbsp;days prior to the
date of any such meeting as the time as of which shareholders entitled to notice of and to vote at
such meeting shall be determined, and all persons who were holders of record of voting stock at
such time and no other shall be entitled to notice of and to vote at such meeting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors shall also have the power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60)&nbsp;days preceding the date fixed for the payment of
any dividend or the making of any distribution or for the delivery of any evidence of right or
evidence of interest; provided, however, that in lieu of closing the stock transfer books as
aforesaid the Board of Directors may fix a date not exceeding sixty (60)&nbsp;days preceding the date
fixed for the payment of any such dividend or the making of any such distribution or for the
delivery of any such evidence of right or interest as a record time for the determination of the
shareholders entitled to receive any such dividend, distribution or evidence of right or interest,
and in such case only shareholders of record at the time so fixed shall be entitled to receives
such dividend, distribution or evidence of right or interest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In no event shall the Board of Directors fix a record date for any purpose which shall be a
date earlier than the date on which the record date is fixed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Lost, Stolen and Destroyed Certificates</U>. The Board of Directors may direct
a new certificate or certificates of stock to be issued in the place of any certificate or
certificates theretofore issued and alleged to have been lost, stolen or destroyed; but the Board
of Directors when authorizing such issue of a new certificate or certificates, may in its
discretion require the owner of the stock represented by the certificate so lost, stolen or
destroyed or his legal representative to furnish proof by affidavit or otherwise to the
satisfaction of the Board of Directors of the ownership of the stock represented by such
certificate alleged to have been lost, stolen or destroyed and the facts which tend to prove its
loss, theft or destruction. The Board of Directors may also require such person to execute and
deliver to the Corporation a bond, with or without sureties, in such sum as the Board of Directors
may direct, indemnifying the Corporation against any claim that may be made against it by reason of
the issue of such new certificate. The Board of Directors, however, may in its discretion, refuse
to issue any such new certificate, except pursuant to court order.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE X<BR>
SEAL</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporate Seal of the Corporation shall be circular in form and shall contain the name of
the Corporation, and the words &#147;SEAL OHIO&#148; or words of similar import. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XI<BR>
AMENDMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Code of Regulations may be amended, at any meeting of shareholders called for that
purpose, by the affirmative votes of the holders of record of shares entitling them to exercise a
majority of the voting power on such proposal, 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, or by the board of directors, except that Article&nbsp;II, Sections&nbsp;1, 2 and 3, and this
Article&nbsp;XI may not be amended or repealed without the affirmative vote or consent in writing of the
holders of record of shares entitling them to exercise seventy-five percent (75%) of the shares
entitled to vote or consent to such proposal.
</DIV>

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</DIV>

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