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Exhibit 3C
SECTION 8. PROXIES. At meetings of the shareholders, any shareholder of
record entitled to vote thereat, or to execute consents, waivers, or
releases, may be represented and may vote at such meetings, execute consents,
waivers, and releases, and exercise any of his other rights as a shareholder,
by proxy or proxies appointed by an instrument in writing signed by such
shareholder or appointed in any other manner permitted by Ohio law. Any such
instrument in writing or record of any such appointment shall be filed with
or received by the secretary of the meeting before the person(s) holding such
proxy or proxies shall be allowed to vote thereunder. No appointment of a
proxy or proxies is valid after the expiration of eleven months after it is
made unless the writing or other communication which appoints such proxy or
proxies specifies the date on which it is to expire or the length of time it
is to continue in force.
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