THE B.F.GOODRICH COMPANY
AMENDED AS OF APRIL 20, 1998
SECTION 1. The annual meeting of the shareholders of the Company, for the election of Directors and for the
transaction of such other business as may properly come before the meeting, shall be held in the State of New
York, or elsewhere in the United States as permitted by the laws of the State of New York, at such time on such
date as the Board of Directors may select. If the day fixed for the meeting shall be a legal holiday, such meeting
shall be held on the next succeeding full business day. The Board of Directors acting by resolution may postpone
and reschedule any previously scheduled annual meeting of shareholders.
NOTICE OF ANNUAL MEETING
SECTION 2. Notice of the time and place of holding each such annual meeting of shareholders shall be served
either personally or by mail upon each shareholder of record of the Company entitled to vote at such meeting not
less than ten, nor more than fifty, days before the date fixed for such meeting; if mailed, it shall be directed, except
as otherwise provided by law, to each shareholder at the shareholder's post office address as it appears on the
stock books of the Company.
SECTION 3. Special meetings of shareholders, unless otherwise provided by law, may be called at any time by
the Board of Directors. The Board of Directors acting by resolution may postpone and reschedule any previously
scheduled special meeting of shareholders.
NOTICE OF SPECIAL MEETINGS
SECTION 4. Notice of each such special meeting, unless otherwise provided by law, may be given as herein
provided for giving notice of an annual meeting.
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SECTION 5. At all meetings of shareholders, annual or special, other than meetings a quorum at which is fixed
by law, in order to constitute a quorum there shall be present either in person or by proxy holders of record of a
majority of the shares of the class or classes