SMG » Topics » SHAREHOLDERS OR MEMBERS

This excerpt taken from the SMG 8-K filed Mar 24, 2005.
SHAREHOLDERS OR MEMBERS
(Domestic)
Filing Fee $50.00

(CHECK ONLY ONE(1) BOX)

             

(1) Domestic for Profit
     o Amended
(122-AMAP)
  PLEASE READ INSTRUCTIONS
þ  Amendment
(125-AMDS)
  (2) Domestic Non-Profit
    o Amended
(126-AMAN)
 
o Amendment
(128-AMD)

                 

Complete the general information in this section for the box checked above.

Name of Corporation   The Scotts Miracle-Gro Company
       
Charter Number   1501530        
       
       
Name of Officer   James Hagedorn        
       
       
Title   Chairman, President and Chief Executive Officer        
       
       
þ Please check if additional provisions are attached.
         
The above named Ohio corporation, does hereby certify that:
 
o A meeting of the   o shareholders   o directors (non-profit amended articles only)
 
o members was duly called and held on  
(Date)
   
at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise     % as the voting power of the corporation.
 
þ In a writing signed by all of the   þ shareholders   o directors (non-profit amended articles only)
o members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit.

     

Clause applies if amended box is checked.

Resolved, that the following amended articles of incorporation be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto.


 

                 

All of the following information must be completed if an amended box is checked.
If an amendment box is checked, complete the areas that apply.

FIRST:   The name of the corporation is:            
       
SECOND:   The place in the state of Ohio where its principal office is located is in the City of:    
   
   
 
       
    (city, village or township)   (county)        
THIRD:   The purposes of the corporation are as follows:    
 
 
FOURTH:   The number of shares which the corporation is authorized to have outstanding is:  100,195,000
(Does not apply to box (2))

         
REQUIRED
 
 
Must be authenticated (signed) by an authorized
  /s/ James Hagedorn  
 March 18, 2005
representative
 
 
(See Instructions)
  Authorized Representative   Date
 
    James Hagedorn, Chairman,
(Print Name) President and Chief Executive Officer
   
   
   
 
   
 
   
 
    Authorized Representative   Date
   

(Print Name)
   
   
   

2


 

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