Document 0qDJe2m2bnJzXpM4a6N2MyBVb
MINUTES OF SPECIAL MEETING OF SHAREHOLDERS
In the City of Cleveland, Ohio, at 10:30 o'clock in the morning, on November 1, 1966, a Special Meeting of Stockholders of Glidco Inc. was held at the offices of the Company, 900 Union Commerce Building.
Mr. G. W. Reid, Assistant Secretary, presided at the meeting and recorded the minutes.
All stockholders were present or duly represented.
Mr. G. W. Reid, as the representative of the stockholders, announced that the stockholders had received personal notice of the meeting and specifically waived publication of notice. Since the total Company capital was duly represented, it was unanimously agreed that the meeting should be considered as legally constituted.
The meeting continued with consideration of the agenda.
I. Proposal of absorption of Glidden International, C.A. by Glidden International Co. and Glidco Inc., corporations organized under the laws of the State of Ohio, U.S.A., such split-up to be effected by the contribution and transfer of the assets and liabilities listed in Annex I to Glidden International Co. and the contribution and transfer of the assets and liabilities listed in Annex II to Glidco Inc. which annexes involve the entirety of the Company's assets and liabilities as of November 1, 1966; all operations of Glidden International C.A. after that date and expenses and taxes due on the contribution by and the-liquidation of the absorbed company being carried on by/and charged to Glidden International Co. and Glidco Inc., respectively.
The foregoing proposal was placed in consideration and unanimously-approved._ ....
II. As a consequence thereof and in order to remunerate Glidden International, C.A. for the contribution of its assets and liabilities listed in Annex I: Issue of 95 shares of common stock, having no par value, to Glidden International, C.A.
The foregoing matter was placed in consideration and unanimously adopted.
III.
Realization of the foregoing transaction by the transfer to Glidco Inc. by Glidden International, C.A., here represented by Mr. John P. Nhite, liquidator of its assets and liabilities listed in Annex I and the delivery to the aforementioned liauidator of said shares in return for such transfer.
The meeting took due note of the delivery of said shares to the liquidator.
There being no further business to discuss, the meeting was adjourned at 10:45 o'clock A.M.
ANNEX 1
ASSETS AND LIABILITIES TO BE CONTRIBUTED AND TRANSFERRED TO
GLIDDEN INTERNATIONAL CO. ($ - U.S.)
ASSETS;
Cash and Bank Deposits
Trade Notes and Accounts Receivable Less; Reserve Net Trade Receivables
Miscellaneous Receivables
Inventory
Prepaid Expense
Development Cost Deferred
FIXED ASSETS:
Land Buildings Machinery and Equipment Unfinished Construction
OTHER ASSETS:
Deposits
$507,001 13,476
$ 74,952 420,224
1,007,716 97,162
TOTAL ASSETS
LIABILITIES: Accounts Payable Accrued Expense Long Term Debt Reserves
TOTAL LIABILITIES
$ 820
493,525 20,048
735,072 18,241
292,914
1,600,054 12,532
$3,173,206
$ 489,068 70,793
1,550,000 130,019
$2,239,880
GLD002131
WAIVER OF HOT ICE OF SPECIAL SHAREHOLDER MEETING We, the undersigned, being all of the shareholders of GLIDCO INC. do hereby waive all requirements of notice as to time, place and purpose of a meeting of shareholders and do fix the 1st day of November, 1966, at 10:30 o'clock A.M. as the time and 900 Union Commerce Building, Cleveland, Ohio, as the place for holding the meeting for the purpose of transacting such business as may lawfully come before the meeting. Glidden International, C.A. (A Venezuelan corporation)
GLD00213 2
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
Cleveland, Ohio, October 12, 1966
Pursuant to the authority of Ohio Revised Code Sec. 1701.54, the undersigned, all of the shareholders of GLIDCO INC., do take and adopt the. following action by our written consent:
A code of regulations for the government of the corporation was adopted and entered into these minutes. Such regulations are attached as Exhibit A to these minutes.
Election of a Board of Directors consisting of the following members for the term for which they were elected or until their successors are elected and qualify and appoints October 12, 1966, at 11:00 o'clock A.M. as the time and place for the holding of the first meeting of directors.
Dwight P. Joyce B. W. Maxey William G. Phillips
Paul WvNeidhardt George S. Warner
Thereupon, the following written assent to the adoption of the code of regulations aforesaid and election of directors was entered in these minutes and subscribed by all of the shareholders of this corporation.
ASSENT TO THE ADOPTION OF REGULATIONS AND ELECTION OFDIRECTORS
October 12, 1966
We, the undersigned, being all of the shareholders of GLIDCO INC., entitled to receive notice of a meeting for such purpose, do hereby consent, in writing, to the adoption of the code of regulations hereinbefore set forth for the government of this corporation, and election of directors for this corporation.
Names
No. of Shares
Glidden International, C.A. (A Venezuelan corporation)
5
GLD002133