Special meeting of the Stockholders of
J. Wiss & Sons Co. held at the principal office of the
company, Monday, January 11, 1915, at 10:00 o'clock A.M.
pursuant to the following notice:

To the Stockholders of J. Wiss & Sons Co.

A special meeting of the stockholders of
J. Wiss & Sons Co. will be held on the eleventh day of
January, One thousand nine hundred and fifteen, at
10 o'clock in the forenoon, at the principal office
of the Company, No. 33 Littleton Ave., Newark, N.J.,
for the purpose of taking into consideration a certain
agreement for merging or consolidating the said 
corporation with the R. Heinisch's Sons Co., made by the Directors
of the said respective corporations on the Fourteenth
day of December, One thousand nine hundred and fourteen,
and for the transaction of such other business as may
properly come before the meeting.

A copy of said agreement of consolidation and
merger is on file in the principal office of this
Company and can there be examined by you at any time
during business hours.

Dated Newark, N.J.,
December 19, 1914.
                                       Fanny B. Wiss
                                           Secretary.

Mr. Frederick C.J. Wiss, President, in the chair.

Present in person
        Frederick C.J. Wiss - 951 shares

Fanny B. Wiss ............... 322   "
Fanny B. Wiss, guardian for Margarethe Wiss 323 shares
Fanny B. Wiss,    "      "  Jerome B. Wiss  323   "
C.L. Gairoard,    47 shares
J. Robert Wiss,   10   "

Present by proxy
Annie Rauh, by Frederick H. Rauh, proxy, 12 shares
Florence S. Taylor, by Frederick C.J. Wiss proxy, 10 shares
John R. Hardin       "     "       "    "    "     2   "
Total 2000 shares representing the entire outstanding
capital stock as issued.

The president stated that an agreement for
the merger of this company with the R. Heinisch Sons Co.
was entered into by the boards of directors of the
respective companies on the Fourteenth day of December
One thousand nine hundred and fourteen, which agreement
is now presented to the Stockholders for consideration
and is as follows:

For copy of agreement referred to above
see pages 46 to 52 inclusive of this minutes book.

Mr. W.L. Morgan was appointed teller.

Fanny B. Wiss moved that the Stockholders of this
company give their assent in writing to the perfecting
of the consolidation or merger on the terms and 
conditions and in the manner set forth in said agreement.
The vote was taken by ballot and upon the report from
the teller that 2000 shares had been voted, all in
favor of the consummation of said agreement, the
motion was declared carried.

There being no further business to come
before the meeting, the meeting adjourned at 11:00
o'clock.

                                 Fanny B. Wiss Sec.

Special meeting of the Stockholders of 
J. Wiss & Sons Co. called at the registered office 
of the company this Eleventh day of January, One 
Thousand nine hundred and fifteen, at 11:00 o'clock 
A.M., pursuant to the following notice:

            NOTICE OF SPECIAL MEETING.

A special meeting of the stockholders of J. Wiss & 
Sons Co. will be held on the 11th day of January, 1915, 
at 11:00 o'clock in the forenoon, at the principal 
office of the Company, No. 33 Littleton Avenue, Newark, 
N.J., for the purpose of considering and acting upon 
the following resolution, duly passed by the Board of 
Directors at a meeting held on the 30th day of December, 
1914, and for the transaction of such other business 
as may properly come before the meeting: 

RESOLVED that it is advisable to amend Article 
Fourth of the Certificate of Incorporation to read 
as follows:

"The amount of the total authorized capital 
stock of the corporation is four hundred thousand 
dollars ($400,000) divided into four thousand shares 
of the par value of one hundred dollars each; the 
amount of the capital stock with which the corporation 
will commence business is one thousand dollars divided 
into ten shares of the par value of one hundred dollars 
each.

"Of said capital stock of the corporation,

to-wit: 
Four hundred thousand dollars ($400,000), one hundred 
thousand dollars, represented by one thousand shares 
of the par value of one hundred dollars each, shall 
be preferred stock and three hundred thousand dollars, 
represented by three thousand shares of the par value 
of one hundred dollars each, shall be common stock. 
No voting powers shall attach to the shares of preferred 
stock. 

"The holders of said preferred stock shall 
be entitled to receive during each fiscal year, out of 
the net earnings of the company, preferential cumulative 
dividends at the rate of six per centum (6%) payable 
quarterly, half yearly or yearly as the Board of Directors
shall from time to time determine, but shall have no other 
preference; that is to say, no dividend shall be paid in 
any year upon the common stock unless and until the 
preferred stock shall have received dividends at the rate
of six per centum (6%) per annum from the time of
issue thereof. The holders of preferred stock shall 
not be entitled to any dividend in excess of said six 
per centum (6%) per annum, but only the holders of 
the common stock shall be entitled to share in any 
further dividend which shall be declared or paid 
in any year."

Dated Newark, N. J., Dec. 30, 1914.
                                         Fanny B. Wiss,
                                             Secretary. 

Mr. Frederick C.J. Wiss, the President, was in the chair.

Mr. Wiss explained that the meeting was called 
for the purpose of considering the resolution of the 
Board of Directors duly passed on the 30th day of 
December 1914, and set forth in the notice of the meeting.

                 Mr. W. L. Morgan was appointed teller.

Mr. J. Robert Wiss moved that the resolution be approved 
and that the Certificate of Incorporation be duly 
amended to read as follows:

For resolution see notice of meeting above.

The motion was duly seconded by Mr. Gairoard, and
a vote being had by ballot upon the report of the
teller that 2,000 shares had been voted in favor
of said amendment, the motion was duly declared
passed.

Mr. J. Robert Wiss moved that the Secretary
be instructed to prepare such certificates of stock
and other papers as might be necessary to effect the
changes as required by the amended Certificate of
Incorporation. This motion being duly seconded and
put to a vote was unanimously passed.

There being no further business to come
before the meeting, the meeting adjourned.

                                 Fanny B. Wiss Sec.