have been given on the day so mailed. If sent by any other means of communication authorizedby the Shareholder, the notice shall be sent to the address furnished by the Shareholder for thosetransmissions. If any meeting is adjourned to another time or place, no notice as to suchadjourned meeting need be given other than by announcement at the meeting at which such anadjournment is taken. No business shall be transacted at any such adjourned meeting except as mighthave been lawfully transacted at the meeting at which such adjournment was taken.          (2) Notice to Joint Owners. All notices with respect to any shares to which personsare entitled by joint or common ownership may be given to that one of such persons who is namedfirst upon the books of this Corporation, and notice so given shall be sufficient notice to all theholders of such shares.          (3) Waiver. Notice of any meeting, however, may be waived in writing by anyShareholder either before or after any meeting of Shareholders, or by attendance at such meetingwithout protest prior to the commencement thereof.     (e) Shareholders Entitled to Notice and to Vote. If a record date shall not be fixedor the books of the Corporation shall not be closed against transfers of shares pursuant tostatutory authority, the record date for the determination of Shareholders entitled to notice of orto vote at any meeting of Shareholders shall be the close of business on the twentieth day prior tothe date of the meeting and only Shareholders of record at such record date shall be entitled tonotice of and to vote at such meeting. Such record date shall continue to be the record date forall adjournments of such meeting unless a new record date shall be fixed and notice thereof and ofthe date of the adjourned meeting be given to all Shareholders entitled to notice in accordancewith the new record date so fixed.     (f) Quorum. At any meeting of Shareholders, the holders of shares entitling them toexercise a majority of the voting power of the Corporation, present in person or by proxy, shallconstitute a quorum for such meeting; provided, however, that no action required by law, theArticles, or these Regulations to be authorized or taken by the holders of any class of shares orby a designated proportion of the shares of any particular class or of each class of theCorporation may be authorized or taken by another class or by a less proportion of the appropriateclass. The Shareholders present in person or by proxy, whether or not a quorum be present, mayadjourn the meeting from time to time without notice other than by announcement at the meeting.     (g) Organization of Meetings:          (1) Presiding Officer. The Chairman of the Board, or in his absence, the President,or in the absence of both of them, a Vice President of the Corporation shall call all meetings ofthe Shareholders to order and shall act as Chairman thereof. If all are absent, the Shareholdersshall select a Chairman.          (2) Minutes. The Secretary of the Corporation, or, in his absence, an AssistantSecretary, or in the absence of both, a person appointed by the Chairman of the meeting, shall actas Secretary of the meeting and shall keep and make a record of the proceedings thereat.     (h) Order of Business. The date and time of the opening and the closing of thepolls for each matter upon which the Shareholders will vote at a meeting shall be announced at suchmeeting by the person acting as Chairman of the meeting. The Board of Directors may adopt byresolution such rules or regulations for the conduct of meetings of Shareholders as it shall deemappropriate. Except to the extent inconsistent with such rules and regulations as adopted by theBoard of Directors, the Chairman of any meeting of Shareholders shall have the right and authorityto prescribe such rules, regulations and procedures and to do all such acts as, in the judgment ofsuch Chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations orprocedures, whether adopted by the Board of Directors
 

 
or prescribed by the Chairman of the meeting, may include, without limitation, the following:(1) the establishment of an agenda or order of business for the meeting; (2) rules and proceduresfor maintaining order at the meeting and the safety of those present; (3) limitations on attendanceat or participation in the meeting to Shareholders of record of the Corporation, their dulyauthorized and constituted proxies or such other persons as the Chairman shall permit; (4)restrictions on entry to the meeting after the time fixed for the commencement thereof, and (5)limitations on the time allotted to questions or comments by participants. Unless, and to theextent determined by the Board of Directors or the Chairman of the meeting, meetings ofShareholders shall not be required to be held in accordance with rules of parliamentary procedure.     (i) Voting. Except as provided by statute or in the Articles, every Shareholderentitled to vote shall be entitled to cast one vote on each proposal submitted to the meeting foreach share held of record by him on the record date for the determination of the Shareholdersentitled to vote at the meeting. At any meeting at which a quorum is present, all questions andbusiness which may come before the meeting shall be determined by a majority of votes cast, exceptwhen a greater proportion is required by law, the Articles, or these Regulations.     (j) Proxies. A person who is entitled to attend a Shareholders’ meeting, to votethereat, or to execute consents, waivers and releases, may be represented at such meeting or votethereat, and execute consents, waivers, and releases, and exercise any of his or her rights, byproxy or proxies appointed by a writing signed by such person, appointed by a verifiablecommunication authorized by such person, or appointed by his or her duly authorized attorney, asprovided by the laws of the State of Ohio.     (k) List of Shareholders. At any meeting of Shareholders a list (or lists byclasses) of Shareholders, alphabetically arranged, showing the number and classes of shares held byeach on the record date applicable to such meeting shall be produced on the request of anyShareholder.     (l) Notice of Shareholder Business at an Annual Meeting. At an annual meeting ofShareholders, only such business shall be conducted as shall have been properly brought before themeeting. To be properly brought before an annual meeting, business must be (1) specified in thenotice of meeting (or any supplement thereto) given by or at the direction of the Board ofDirectors, (2) otherwise properly brought before the meeting by or at the direction of the Board ofDirectors, or (3) otherwise properly brought before the meeting by a Shareholder who is aShareholder of record at the time of giving notice as provided below in this paragraph (l) and atthe time of the annual meeting. For business to be properly brought before an annual meeting by aShareholder (other than the nomination of a person for election as a Director, which is governed byparagraph (d) of Article III, Section 2 of this Code of Regulations), the Shareholder must havegiven timely notice thereof in writing to the Secretary of the Corporation.          To be timely, a Shareholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the Corporation no later than ninety (90) days nor more than onehundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting;provided, however, that in the event that the date of the annual meeting is changed by more thanthirty (30) days from such anniversary date, notice by the Shareholder to be timely must bedelivered to or mailed and received at the principal executive offices of the Corporation no laterthan ninety (90) days nor more than one hundred twenty (120) days prior to such annual meeting andno later than the close of business on the tenth (10th) day following the earlier of (i) the dateon which notice of the date of the meeting was mailed and (ii) the date on which public disclosureof the meeting date was made. In no event shall the public announcement of an adjournment of anannual meeting commence a new time period for the giving of a Shareholder’s notice as describedabove. For purposes of this paragraph (l) of Article II of this Code of Regulations, publicdisclosure shall be deemed to include a disclosure made in a press release reported by the DowJones News Services, Associated Press or a comparable national news service or in a document
 

 
filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13,14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).          A Shareholder’s notice to the Secretary of the Corporation with respect to business to bebrought at an annual meeting shall set forth (1) the nature of the proposed business withreasonable particularity, including the exact text of any proposal to be presented for adoption,and the reasons for conducting that business at the annual meeting, (2) with respect to eachShareholder giving notice and the beneficial owner, if any, on whose behalf the notice of proposedbusiness is made, the name, address and telephone number of such Shareholder (as they appear on therecords of the Corporation) and of such beneficial owner, if any, the class or series and number ofshares of capital stock of the Corporation which are owned beneficially and of record by thatShareholder and beneficial owner, if any, as of the date of such notice (which information shall bysupplemented by such Shareholder and beneficial owner, if any, not later than ten (10) days afterthe record date for the meeting to disclose ownership as of the record date), (3) any otherinformation relating to such Shareholder and beneficial owner, if any, that would be required to bedisclosed in a proxy statement or other filings required to be made in connection with thesolicitation of proxies for the proposal pursuant to Section 14 of the Exchange Act and the rulesand regulations promulgated thereunder, (4) any material interest of the Shareholder in theproposed business, (5) a description of all arrangements or understandings between such Shareholderand any other person or persons (including their names) in connection with the proposal of suchbusiness by such Shareholder, and (6) a representation that such Shareholder intends to appear inperson or by proxy at the annual meeting to bring such business before the meeting.          Notwithstanding anything in this Code of Regulations to the contrary, no business shall beconducted at any annual meeting except in accordance with the procedures set forth in thisparagraph (l) of Article II of this Code of Regulations. The Chairman of the annual meeting shall,if the facts warrant, determine and declare to the meeting that business was not properly broughtbefore the meeting in accordance with the provisions of this paragraph (l) of Article II of thisCode of Regulations, and if he or she should so determine, he or she shall so declare to themeeting and any such business not properly brought before the meeting shall not be transacted.Nothing in this paragraph (l) shall relieve a Shareholder who proposes to conduct business at anannual meeting from complying with all applicable requirements, if any, of the Exchange Act and therules and regulations thereunder.ARTICLE IIIDirectors     Section 1. General Powers.     The business, power and authority of this Corporation shall be exercised, conducted andcontrolled by a Board of Directors, except where the law, the Articles or these Regulations requireaction to be authorized or taken by the Shareholders.     Section 2. Election, Number, Qualification and Nomination of Directors.     (a) Election. The Directors shall be elected at the annual meeting of Shareholders,or if not so elected, at a special meeting of Shareholders called for that purpose. At any meetingof Shareholders at which Directors are to be elected, only persons nominated as candidates shall beeligible for election.     (b) Number. The number of Directors, which shall not be less than three, may befixed or changed (i) at a meeting of the Shareholders called for the purpose of electing Directorsat which a quorum is
 

 
present, by the affirmative vote of the holders of a majority of the shares represented at themeeting and entitled to vote on such proposal or (ii) at any time by resolution adopted by theBoard of Directors as permissible under Section 1701.56 (A)(2) of the Ohio Revised Code.     (c) Qualification. Directors need not be Shareholders of the Corporation.     (d) Nomination of Directors. Nominations of candidates for election as Directors atany meeting of Shareholders called for election of Directors (an “Election Meeting”) may be made(1) by or at the direction of the Board of Directors or a committee thereof or (2) by anyShareholder of the Corporation who is a Shareholder of record at the time of giving notice asprovided below in this paragraph (d) and at the time of the Election Meeting, who shall be entitledto vote for the election of the Director so nominated, and who complies with the notice proceduresset forth below in this paragraph (d).          Shareholders proposing to nominate a person for election or reelection as a Director shallgive timely notice in writing to the secretary of the Corporation at the Corporation’s principalplace of business. To be timely, a Shareholder’s notice shall be delivered to or mailed andreceived at the principal executive offices of the Corporation (1) in the case of an annualmeeting, not later than ninety (90) days nor more than one hundred twenty (120) days prior to thefirst anniversary of the preceding year’s annual meeting; provided, however, that in the event thatthe date of the annual meeting is changed more than thirty (30) days from such anniversary date,notice by the Shareholder to be timely must be delivered to or mailed and received at the principalexecutive offices of the Corporation not later than ninety (90) days nor more than one hundredtwenty (120) days prior to such annual meeting and not later than the close of business on thetenth (10th) day following the earlier of (i) the date on which notice of the date of the meetingwas mailed and (ii) the date on which public disclosure of the meeting date was made, and (2) inthe case of a special meeting at which Directors are to be elected, not later than ninety (90) daysnor more than one hundred twenty (120) days prior to such special meeting and not later than theclose of business on the tenth (10th) day following the earlier of (i) the date on which notice ofthe date of the meeting was mailed and (ii) the date on which public disclosure of the meeting dateand the nominees proposed by the Board of Directors to be elected at such meeting was made.          Such notice shall set forth (1) with respect to each Shareholder giving notice and thebeneficial owner, if any, on whose behalf the proposed nomination is made, the name, address andtelephone number of such Shareholder (as they appear on the records of the Corporation) and of suchbeneficial owner, if any, the class or series and number of shares of capital stock of theCorporation which are owned beneficially and of record by that Shareholder and beneficial owner, ifany, as of the date of such notice (which information shall by supplemented by such Shareholder andbeneficial owner, if any, not later than ten (10) days after the record date for the meeting todisclose ownership as of the record date), (2) any other information relating to the Shareholderand beneficial owner, if any, giving notice that would be required to be disclosed in a proxystatement or other filings required to be made in connection with the solicitation of proxies forthe proposal pursuant to Section 14 of the Exchange Act and the rules and regulations promulgatedthereunder, (3) as to each proposed nominee for election as a Director, all information relating tosuch person that would be required to be disclosed in solicitations of proxies for election ofDirectors, or that otherwise would be required, in each case pursuant to Regulation 14A under theExchange Act (including such person’s written consent to serving as a Director if elected and, ifapplicable, to being named in the proxy statement as a nominee), (4) a description of all directand indirect compensation and other material monetary agreements, arrangements and understandingsduring the past three years, and any other material relationships, between or among the Shareholderand beneficial owner, if any, giving notice and their respective affiliates and associates, orothers acting in concert therewith, on the one hand, and each proposed nominee, and his or herrespective affiliates and associates, or others acting in concert therewith, on the other hand,including, without limitation all information that would be required to be disclosed pursuant toItem 404 of Regulation S-K if the
 

 
Shareholder making the nomination and any beneficial owner on whose behalf the nomination ismade, if any, or any affiliate or associate thereof or person acting in concert therewith, were the“registrant” for purposes of such rule and the nominee were a Director or executive officer of suchregistrant, and (5) a representation that such Shareholder intends to appear in person or by proxyat the meeting to nominate the persons named in its notice. The Corporation may require anyproposed nominee to furnish a questionnaire, representation and/or agreement and such otherinformation as may reasonably be required by the Corporation to determine the eligibility of suchproposed nominee to serve as an independent Director of the Corporation or that could be materialto a reasonable Shareholder’s understanding of the independence, or lack thereof, of such proposednominee.     If the Chairman of the Election Meeting determines that a nomination of any candidate forelection as a Director was not made in accordance with the applicable provisions of this Code ofRegulations, such nomination shall be void. Nothing in this paragraph (d) shall relieve aShareholder who proposes to nominate a Director for election to the Board of Directors fromcomplying with all applicable requirements, if any, of the Exchange Act and the rules andregulations thereunder.     Section 3. Term of Office of Directors     (a) Term. Each Director shall hold office until the next annual meeting of theShareholders and until his successor has been elected or until his earlier resignation, removalfrom office, or death. Directors shall be subject to removal as provided by statute or by otherlawful procedures and nothing herein shall be construed to prevent the removal of any or allDirectors in accordance therewith.     (b) Resignation. A resignation from the Board of Directors shall be deemed to takeeffect immediately upon its being received by the President or the Secretary unless some other timeis specified therein.     (c) Vacancy. In the event of any vacancy in the Board of Directors for any cause, amajority of the remaining Directors, though less than a majority of the whole Board, may fill anysuch vacancy for the unexpired term.     Section 4. Meetings of Directors.     (a) Regular Meeting. Regular meeting of the Board of Directors shall be held at suchtimes and places as may be fixed by the Board of Directors.     (b) Special Meetings. Special meetings of the Board of Directors may be held at anytime upon call of the Chairman of the Board, the President, any Vice President, or any twoDirectors.     (c) Place and Manner of Meeting. Any meeting of Directors may be held at any placewithin or without the state of Ohio in person and/or through any communications equipment if allpersons participating in the meeting can hear each other.     (d) Notice of Meeting and Waiver of Notice. Notice of the time and place of anyregular or special meeting of the Board of Directors (other than the regular meeting of Directorsfollowing the adjournment of the annual meeting of the Shareholders or following any specialmeeting of the Shareholders at which Directors are elected) shall be given to each Director bypersonal delivery or by mail, telegram, cablegram, overnight delivery service, telephone,electronic mail, or any other means of communication authorized by the Director at leastforty-eight (48) hours before the meeting, which notice need not specify the purpose of themeeting. Such notice, however, may be waived in writing by any Director either before or after anysuch meeting, or by attendance at such meeting (including attendance (presence)
 

 
by means of participation through any communications equipment as above provided) withoutprotest prior to the commencement thereof.     Section 5.Quorum and Voting.     At any meeting of Directors, not less than one-half of the whole authorized number ofDirectors is necessary to constitute a quorum for such meeting, except that a majority of theremaining Directors in office constitutes a quorum for filling a vacancy in the Board pursuant tothe requirements of the Articles of Incorporation and Article III, Section 3(c) of theseRegulations. At any meeting at which a quorum is present, all acts, questions and business whichmay come before the meeting shall be determined by a majority of votes cast by the Directorspresent at such meeting, unless the vote of a greater number is required by the Articles,Regulations or any By-Laws.     Section 6.Committees.     (a) Appointment. The Board of Directors may from time to time create committees, toconsist of one or more Directors, and may authorize the delegation to any such committee of any ofthe authority of the Directors, however conferred, other than the authority of filling vacanciesamong the Directors or in any committee of the Directors and other than the authority to adopt,amend or repeal regulations. Each such committee shall serve at the pleasure of the Directors,shall act only in the intervals between meetings of the Directors, and shall be subject to thecontrol and direction of the Directors.     (b) Executive Committee. In particular, the Board of Directors may create from itsmembership and define the powers and duties of an Executive Committee. During the intervals betweenmeetings of the Board of Directors the Executive Committee shall possess and may exercise all ofthe powers of the Board of Directors in the management and control of the business of theCorporation to the extent permitted by law. All action taken by the Executive Committee shall bereported to the Board of Directors at its first meeting thereafter.     (c) Committee Action. Unless otherwise provided by the Board of Directors, amajority of the members of any committee appointed by the Board of Directors pursuant to thisSection shall constitute a quorum at any meeting thereof and the act of a majority of the memberspresent at a meeting at which a quorum is present shall be the act of such committee. Action may betaken by any such committee without a meeting by a writing signed by all its members. Any suchcommittee shall prescribe its own rules for calling and holding meetings and its method ofprocedure, subject to any rules prescribed by the Board of Directors, and shall keep a writtenrecord of all action taken by it.     Section 7.Action of Directors Without a Meeting.     Any action which may be taken at a meeting of Directors may be taken without a meeting ifauthorized by a writing or writings signed by all the Directors, which writing or writings shall befiled or entered upon the records of the Corporation.ARTICLE IVOfficers     Section 1.General Provisions.
 

 
     The Board of Directors shall elect a President, a Secretary and a Treasurer, and may elect aChairman of the Board, one or more Vice-Presidents, and such other officers and assistant officersas the Board may from time to time deem necessary. The Chairman of the Board, if any, shall be aDirector, but none of the other officers need be a Director. Any two or more offices may be held bythe same person, but no officer shall execute, acknowledge or verify any instrument in more thanone capacity if such instrument is required to be executed, acknowledged or verified by two or moreofficers.     Section 2.Powers and Duties.     All officers, as between themselves and the Corporation, shall respectively have suchauthority and perform such duties as are customarily incident to their respective offices, and asmay be specified from time to time by the Board of Directors, regardless of whether such authorityand duties are customarily incident to such office. In the absence of any officer of theCorporation, or for any other reason the Board of Directors may deem sufficient, the Board ofDirectors may delegate for the time being, the powers or duties of such officer, or any of them, toany other officer or to any Director. The Board of Directors may from time to time delegate to anyofficer authority to appoint and remove subordinate officers and to prescribe their authority andduties. Since the lawful purposes of this Corporation include the acquisition and ownership of realproperty, personal property and property in the nature of patents, copyrights, and trademarks andthe protection of the Corporation’s property rights in its patents, copyrights and trademarks, eachof the officers of this Corporation is empowered to execute any power of attorney necessary toprotect, secure, or vest the Corporation’s interest in and to real property, personal property andits property protectable by patents, trademarks, and copyright registration and to secure suchpatents, copyrights and trademark registrations.     Section 3.Term of Office and Removal.     (a) Term. Each officer of the Corporation shall hold office during the pleasure ofthe Board of Directors, and unless sooner removed by the Board of Directors, until the meeting ofthe Board of Directors following the date of their election and until his successor is elected andqualified.     (b) Removal. The Board of Directors may remove any officer at any time, with orwithout cause by the affirmative vote of a majority of Directors in office.     Section 4.Compensation of Officers and Directors.     The Directors, by a majority vote, and irrespective of any financial or personal interest ofany of them, shall have the authority to establish reasonable compensation for services to theCorporation by Directors and officers, or to delegate such authority to (i) one or more officers orDirectors or (ii) a Committee of the Board of Directors.ARTICLE VIndemnification of Directors, Officers, Employees, and Others.     (a) Right of Indemnification. The Corporation shall indemnify any Director, officer,employee or other person, to the fullest extent provided by, or permissible under, Section1701.13(E), Ohio Revised Code; and the Corporation is hereby specifically authorized to take anyand all further action to effectuate any indemnification of any person which any Ohio corporationmay have power to take permissible under Section 1701.13(E) (6) or under any other statute or undergeneral law, by any vote of the Shareholders, vote of disinterested Directors, by any Agreement, orotherwise. This Section of the Code of Regulations of the Corporation shall be interpreted in allrespects to expand such power to indemnify to the maximum
 

 
extent permissible to any Ohio Corporation with regard to the particular facts of each case,and not in any way to limit any statutory or other power to indemnify, or right of any individualto indemnification.     (b) Insurance of Indemnification. The Corporation may purchase and maintaininsurance for protection of the Corporation and for protection of any Director, officer, employeeand/or any other person for whose protection, and to the fullest extent, such insurance may bepurchased and maintained under Section 1701.13 (E) (7), Ohio Revised Code, or otherwise. Suchpolicy or policies of insurance may provide such coverage and be upon such terms and conditions asshall be authorized or approved from time to time by the Board of Directors or the Shareholders ofthe Corporation.ARTICLE VISecurities Held by the Corporation.     Section 1. Transfer of Securities Owned by the Corporation.     All endorsements, assignments, transfers stock powers, share powers or other instruments oftransfer of securities standing in the name of the Corporation shall be executed for and in thename of the Corporation by the President, by a Vice President, by the Secretary or by the Treasureror by any other person or persons as may be thereunto authorized by the Board of Directors.     Section 2. Voting Securities Held by the Corporation.     The Chairman of the Board, President, any Vice President, Secretary or Treasurer, in person orby another person thereunto authorized by the Board of Directors, in person or by proxy or proxiesappointed by him shall have full power and authority on behalf of the Corporation to vote, act andconsent with respect to any securities issued by other corporations which the Corporation may own.ARTICLE VIIShare Certificates; Uncertificated Shares.     Section 1. Transfer and Registration.     The Board of Directors shall have authority to make such rules and regulations, notinconsistent with law, the Articles or these Regulations, as it deems expedient concerning theissuance, transfer and registration of certificates for shares and the shares represented therebyand may appoint transfer agents and registrars thereof and shall have authority to make such rulesand regulations, not inconsistent with law, the Articles or these Regulations, as it deemsexpedient concerning the issuance, transfer and registration of uncertificated shares. Shares ofthe Corporation shall be transferable upon the books of the Corporation by the holder thereof inperson or by his or her duly authorized attorney, upon surrender and cancellation of certificatesfor a like number of shares of the same class or series, with duly executed assignment and power oftransfer endorsed thereon or attached thereto, and with such proof of authenticity of thesignatures to such assignment and power of transfer as the Corporation or its agents may reasonablyrequire. Any uncertificated shares of the Corporation shall be transferable in person or byattorney upon written request in form and substance acceptable to the Corporation or any transferagent for the applicable class of shares, accompanied by a duly endorsed stock power and/or suchother assurances as the Corporation or such transfer agent may require as to the genuineness andeffectiveness thereof.
 

 
     Section 2. Substituted Certificates.     Any person claiming that a certificate for shares has been lost, stolen or destroyed, shallmake an affidavit or affirmation of that fact and, if required, shall give the Corporation (and itsregistrar or registrars and its transfer agent or agents, if any) a bond of indemnity, in such formand with one or more sureties satisfactory to the Board, and, if required by the Board ofDirectors, shall advertise the same in such manner as the Board of Directors may require, whereupona new certificate may be executed and delivered of the same tenor and for the same number of sharesas the one alleged to have been lost, stolen or destroyed.     Section 3. Form of Certificates and Signatures.     Certificates for shares may be, but are not required to be, issued to each Shareholder in suchform as shall be approved by the Board of Directors. Each holder of certificated shares isentitled to one or more certificates, signed by the Chairman of the Board or the President or aVice President and by the Secretary or Assistant Secretary or the Treasurer or Assistant Treasurerof the Corporation, which shall certify the number and class of shares held by such Shareholder inthe Corporation, but no certificates for shares shall be executed or delivered until such sharesare fully paid. When such a certificate is countersigned by an incorporated transfer agent orregistrar, the signature of any of said officers of the Corporation may be a facsimile, engraved,stamped or printed. Although any officer of the Corporation whose manual or facsimile, engraved,stamped or printed signature is affixed to such a certificate ceases to be such officer before thecertificate is delivered, such certificate shall be effective in all respects when delivered.     Section 4. Uncertificated Shares.     The Board of Directors may provide by resolution that some or all of any or all classes andseries of shares of the Corporation shall be uncertificated shares, provided that the resolutionshall not apply to shares represented by a certificate until the certificate is surrendered to theCorporation and the resolution shall not apply to a certificated security issued in exchange for anuncertificated security. Within a reasonable time after the issuance or transfer of uncertificatedshares, the Corporation shall send to the registered owner of the shares a written noticecontaining the information that would be required to be set forth or stated on a share certificatein accordance with applicable law. Except as otherwise expressly provided by law, the rights andobligations of holders of uncertificated shares and the rights and obligations of the holders ofcertificates representing shares of the same class and series shall be identical.     Section 5. Registered Shareholders.     A person in whose name shares are of record on the books of the Corporation shall conclusivelybe deemed the unqualified owner and holder thereof for all purposes and to have capacity toexercise all rights of ownership. Neither the Corporation nor any transfer agent of theCorporation shall be bound to recognize any equitable interest in or claim to such shares on thepart of any other person, whether disclosed upon a certificate or otherwise, nor shall they beobliged to see to the execution of any trust or obligation.ARTICLE VIIISeal     The Directors may adopt a seal for the Corporation which shall be in such form and of suchstyle as is determined by the Directors. Failure to affix any such corporate seal shall not affectthe validity of any instrument.
 

 
ARTICLE IXConsistency with Articles of Incorporation     If any provision of these Regulations shall be inconsistent with the Corporation’s Articles ofIncorporation (and as they may be amended from time to time), the Articles of Incorporation (as soamended at the time) shall govern.ARTICLE XEmergency Regulations     The Directors may adopt, either before or during an emergency, as that term is defined by theGeneral Corporation Law of Ohio, any emergency regulations permitted by the General Corporation Lawof Ohio which shall be operative only during such an emergency. In the event the Board of Directorsdoes not adopt any such emergency regulations, the special rules provided in the GeneralCorporation Law of Ohio shall be applicable during an emergency as therein defined.ARTICLE XISection Headings     The headings contained in this Code of Regulations are for reference purposes only and shallnot be construed to be part of and/or shall not affect in any way the meaning or interpretation ofthis Code of Regulations. The parenthetical numerical references contained throughout theseRegulations refer to sections of the General Corporation Law of Ohio contained in the Ohio RevisedCode as in effect at the date of adoption of this Code of Regulations or, with respect to amendedprovisions, at the date of any such amendment. Such statutory section designations are forreference purposes only and shall not be construed to be a part of and/or shall not affect in anyway the meaning or interpretation of this Code of Regulations, provided, however, that if anyprovision of these Regulations shall at any time be inconsistent with the General Corporation Lawof Ohio, the General Corporation Law of Ohio shall govern.ARTICLE XIIAmendments     This Code of Regulations of the Corporation (and as it may be amended from time to time) maybe amended or added to (i) by the affirmative vote or the written consent of the Shareholders ofrecord entitled to exercise a majority of the voting power on such proposal or (ii) unless aprovision of the Ohio Revised Code reserves such authority to the Shareholders, by the Directors.However, if the regulations are amended or added to, other than by the Shareholders at a meetingheld for that purpose, it shall be the duty of the Secretary to enter the amendment or addition inthe records of the Corporation, and to (i) send a copy of such amendment or addition by mail,overnight delivery service or any other means of communication authorized by the Shareholder towhom a copy is sent, to each Shareholder of record as of the date of the adoption of the amendmentor addition or (ii) include a copy of the amendment or addition in a report filed with the UnitedStates Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the ExchangeAct within twenty days after the adoption of the amendment or addition.
 

 
     This Amended Code of Regulations is effective as of the date of adoption by the Shareholdersof the Corporation and supersedes all Regulations and Amendments thereto heretofore adopted.The End.