May 12, 1975






          This is a call for a special meeting of The Stelle Group for the purpose of considering the proposed amendment to the by-laws attached hereto.. The meeting will be at Factory #1 at 8:00 p.m., Saturday, May 17, 1975.


          The Trustees are proposing this change in the by-laws to pro­vide for a more stable framework within which The Stelle Group can operate.


          By-laws are “the basic code or codes” of rules adopted by a corporation for the regulation and management of its affairs. The by­laws and the articles of incorporation are the basic framework and structure within which a group of individuals, acting in the corporate form, may operate legally within the State of Illinois. Because a change in the by-laws could affect the basic structure or direction taken by the corporation and therefore threaten its legal existence within the State, such changes should be made difficult to accomplish.


Resolved:    That Article VIII of the by-laws be amended as follows:



                   ARTICLE VIII - AMENDMENTS



          These by-laws may be altered, amended, or repealed, or new by-laws may be adopted in the following manner:


          a. The Board of Trustees may initiate a change in the by-laws by adopting a resolution setting forth the proposed change and by pre­senting the proposal to the membership for its vote at a special meeting to be called in the following manner: written or printed notice stating the place, day, and hour of the meeting and setting forth the proposed amendment shall be delivered to the membership no less than 5 full days before the meeting.


          b. The general membership may initiate a change in the by­laws by presenting a written proposal to the Board of Trustees, supported in writing by a number of members constituting 1/5 of the total votes entitled to be cast. The Board of Trustees shall present the proposal at a special meeting to be called in the manner set forth above. Said meeting shall be called within 60 days of the presentation of the proposal to the Board of Trustees.


c. The proposed amendment shall be adopted upon receiving 2/3rds of the total votes entitled to be cast.


James E. Howery

Gary N. Ennor

Gail A. Kieninger

David Cysweski