A Special meeting of the board of
directors of J. Wiss & Sons Co. was held
on June 23rd, 1931. There were present:

J. Robert Wiss
Norman F. Wiss
Jerome B. Wiss 

Upon a motion made and seconded and
duly passed, the Treasurer was ordered
to pay a dividend of 5% out of the surplus
funds of the corporation on June 25th,
to stockholders of even date.

Being no further business the meeting
adjourned.

                         Jerome B. Wiss Sect.

The Directors considered the future conduct of the business
and decided to create an advisory board to consist of the above
three Directors and representatives from the manufacturing and
selling ends of the business. It was felt that such a body would
tend to strengthen the close bond which exists between the
management, the manufacturing department and the selling 
department, and give to all a more comprehensive understanding of the
various problems with which each is confronted.

Since it is necessary to have the stockholders pass by a
2/3 majority any change in the by-laws of our company, the
following resolution will be presented at the annual meeting for
the approval of the stockholders.

Resolved that Article 2, Section 1, be changed to read:

"The affairs of the company shall be managed by a Board
of 3 Directors to be elected by ballot at the annual
meeting of the stockholders, and to hold office for l
year and until their successors are elected and 
qualified."

The words underlined "3 Directors" is the change which is
contemplated. The present by-laws read 5 Directors.

The executors of the Estate of Frederick C. J. Wiss also
filed with the Board the Surrogate's Notice of the appointment
of the executors, same being Florence Wiss-Taylor -- J. Robert
Wiss -- Norman F. Wiss.

There being no further business, the Meeting Adjourned.

                                           Jerome B. Wiss Sect.