Document 10QLpY2zOVqbkYgROJGq2MX0m

M1MJTES OF TBS REGUIAR KGKTHLY KEJSTI&O OF IBS BOARD OF DIRXCfORS OF IBS CLIDBia CCfSPAliX Minutes of the regular monthly Beetles of the Board of Directors of She Glidden Cospeny, held at the office of the Cospatqr, 13?S Union Coasarce Building, Cleveland, Ohio, on Friday, March 16, 1951 at 9?30 o'clock A.K. Th following directors were present! Dwight P* Joyce J. P* Ruth Clifton It. Kolb 8. B. Betaold P. E. Sprague 8. V* Maxsy R* G. Qoiseth Manor*. Adrian D. Joyce, V. J O'Brien, J. A. Fetors and A* D Duncan were not present at the meeting. In the absence of the Chairman, the President, Mr* Dwight ? Joyce, pre- sided and Mr. Clifton H* Kolb, Decretory, recorded the minutes* She reading of the minutes of the previous meeting was, upon notion duly made, seconded, and unanimously carried dispensed with and said minutes were ap proved. A report of the FFS's approved by the President, Vice Presidents and Engineering Department, covering the period from February 2h, 1921 to March 9, 1951, totaling; 738.89 was, qpon motion duly mode and seconded, unanimously approved. Mr. , 0. Coleeth submitted PFS Ko. 3? * 3^ in the amount of $16,750.00 covering the purchase and installation of two additional bean cleaners at the Soya Products Division's Chicago plant. The two additional bean cleaners, said Mr. Ooiseth, would permit production of a greater volume of high protein meal and would help the Company to thereby overcome certain transit disadvantages it was eaperi* easing in the processing end shipment of soybean meal at Chicago. Be also stated that the Division was assured a good market for the increased hulls which would result from the Increased high-protein meal production. Following careful consider ation aafi upon motion duly mMm and seconded, PFS So 37 - 3*A w*e unanimously PLD008715 approve& by the Directors. Mr, Dwight P. Joyce Introduced pyg Ho* S3 - 313> In the aaouat of $8S,k9>*00, covering renovation and re-equlpping of the coconut manufacturing end filling departments at the Food Division** Elmhurst, Rev York plant* Be stated that the Company had succeeded in developing a top quality shredded coconut but vas handicapped by obsolete manufacturing and packaging processes and equipment. Two years of Intensive planning had resulted In a proposal vhich, It vac stated, -would Increase plant capacity by 50, and effect substantial savings in labor and power and through minimising losses fros spillage and degrading. Mr, E. B. Ritchie, vbo vas present during the discussion of this PFE, described the changes vhich vould be Bede by the proposed manufacturing and packaging equlpaent and plant renovations. Photographs of a three-dleonslonal model of the three sections of the sain building in Vhich the Division** coconut processing operations vere located, vore examined by the Directors, fhe project could be completed, said Mr. Ritchie, vlthin one year and represented the firet major step in vhat the Division hoped vould eventually be a fully automatic manufacturing and packaging operation. Upon motion duly made and seconded, the Directors, after a brief discussion, unanimously approved PFE So. 23 * 313 as submitted by Mr, Joyce* The secretary submitted tbs following resolution authorising Dr* V, D. stallcup, Kavsl stores, JscksoatiUe, florlds. Division Manager, to sign Conditional Sales Contracts covering power save used by independent vood contractors In pine distillate vood gathering operations, which resolution vas upon motion duly made and seconded, unanimously carried* RESOLVED, that V, D Stallcup be and he It hereby authorised to enter Into Conditional Seles Contracts 00 behalf of this Corporation, for the sale of poser savs to pine distillate vood contractors operating under contract with this Conpaay* Mr, Kolb pointed out that ail conditional eales contracts to be signed by Dr* Stallcup vould be in a form satisfactory to and approved by the Legal Department, GLD08?16 The Secretary submitted the following bank resolution* vhieh vare upon action duly aade and seconded unimiaously approved i RESOLVED, that the authorisation of (Mrs.) Virginia ? 8llen to sign on the working Fund Account of the Bransville Branch of She eiidden Cespaey aainteitsad vith this National City Bank, ftrans-rtlle, Indiana, he cancelled and that the signa ture of (Hiss) Dorothy M* Ferry ho substituted tberefori aaid change to ho affective as of the data letter of notification ie racaivad by said Bank (latter of notifica tion dated February 13, 1^1) After said change tuns been. Bade, the account should appear on the records of the Bank aa follows t Any Two: Clifton u* Kolb, secretary 3* A* Feters, Treasurer T* P# Byers B* 3. BOrosen , (Miss} Dorothy H* Parry RESOLVED, that the authorisation of Bartel Johnson to sign on the account knovn as ''The Olidden Coopany * Rubiaa Industrial Paint Bivteion* of the Suhian Paint A Varnish Congoay Division Of Iks Olidden Colony Maintained vith the Conti* nectal Illinois national Bat* A Trust Cowpany, Chicago, Illinois, ho cancelled and that tbs signature of B. G* Btranshy be substituted therefor} said change to he affective as of tbs date letter of notification Is received by aaid Bank (latter of notification dated February DO, 1951)* After aaid change has been sad*, 'the account should appear on the records of the Bank as follows: .A. '? ' .'r. . . Any Two: Clifton M. Jfelh, Secretary 3* A* Tatars, Treasurer 6* C. Johnson H* K heath L* Bfcrbechek Jobs T* Radix S. 0* Straasky August Albrandt. R&SOLVXD, that the authorlsatios of John J> Malone to sign on the Account Bo* 2 aalntalued by The Olidden Company for the use of various of its Divisions located at Chicago, with the Continental Illinois Sstional Bank and Trust Coqpesgr at Chicago, Xltiaois be cancelled, and that the signature of X. 0* byberg be substituted therefor, effective as of fin date latter of notification is received by salt Bank (latter of notification dated March 6, 1951}* After these changes have bean aada in this account, it should appear on the records of ths Bank as fellowst Any Tver i* A* Peters, Treasurer Clifton K* Jfolb, Secretary H.K. Hsstfe x, e ibsper* wi xoniB jfwt R. s* oolssth H, b Prcyfl o. Florin rara p# fwfiiwcm CLD008717 Robert A* iah&tm R* It* Wright C. H Raff 2* 0* Myberg i\KSOLVSJD, that tha authorisation of John J* Itolone to alga oa the Vorklag Fund Account of the Goya Products Division of She Oliddeo Coapsny at 1825 H. Initiate Avenue, Chicago, Illinois, xialateined vith tbs Jiorthera Trust Company, Chicago, Illinois, be cancelled and that the signature of t 0* Wyberg be substi tuted thereforj said change to be effective os of the date letter of notification is received by said Bank {tetter of notification dated March 6, 1951)* After mid change has been Bade, the account should appear on the records of the Bank as follows} Any Two* J. A. Peters, Treasurer Clifton M. Kolb, Secretary R. 8. Oolaeth B. 8. Froyd 0. Piorio Pord. lt* Fergusoa R* t* Wright I* 0* Kyberg BrSOLVSb, that a bank account in the oam of wBoke S Propes, buying Agent for The Gltddea Conpervy - Hicholls Account" be opened on behalf of The Slidden Coapcny vith the Coffee County Bank, Bougies, Georgia, effective e of th date letter of notification thereof It received by said Back (letter of noti fication dated March ?, 1951) the authorised signatures on this account shall be Bay one of the followingt Ifcke S. Propee Hoke s* Propee, Jr* J* A. Peters Clifton K Kbit W. B. stallcup C. M. Wells, Jr. The following resolution relative to a lost stock certificate was sobnitted ty the Secretary and upon notion duly made, seconded and unanimously carried it vas RE3QLVFD, that She Pew fork Trust Coapany of the City of Bev York, Transfer Agent of this company, and The Chase Rational Bank of the City of lev York, Registrar of this company, be and they are hereby authorised to issue and register a tunr Certificate for fourteen (lb) Shares of the Coaaon Stock of this corporation in ihe naae of The Aetna Casualty and Surety Company, Hartford 15, Connecticut, to replace Certificate So. IS 207559 representing Fourteen (Ik) Shares of 0osteon Stock registered end outstanding in the nans of Mrs. Vivien M. Braver (correct naae Brower)) said Certificate for said fourteen {lk) Shares having been lost, the necessary indemnity bond and affidavit of loss having been deposited with the company atd necessary power of transfer having been deposited with said The X*v York Trust Cospany* The President reported that the Company6* February financial report showed a net profit before taxes of $1,779,208.11 sad $9lb,111.23 after taxes as GLD008716 compered vith $762,417*26 and $510,514.65, respectively. In February 1950* During the first quarter of the 1951 fiscal year the Company had experienced a unit volume sale increase of approximately 30$, he stated# Business conditions continued to be good in all Divisions, he said, and supplies of most rav materials appeared satisfactory for the immediate future. Be reported that the national Production Authority had notified the Company of its intention to decontrol all synthetic rubber latex not produced In government plants and that as a result of this action adequate supplies of synthetic latex for use in the manufacture of Bpred Satin ap peared assured* (The container supply situation remained unsettled, he stated, hut the present attitude of the Container Division of the National production Authority as reported by Mr# Kolb Indicated a willingness by HPA to permit continued use of tin-plate cane until adequate supplies of black-plate cans became available. Mr* Joyce reported that the Company's Hillside, Mew Jersey vacant property, comprising 2.4 acres of the total of 5*1 acres owned by the Company at that lo cation, had been sold for a consideration of $20,000, pursuant to approval of the Executive Committee. Ho also reported that nothing definite had developed relative to the proposed sale of the Metals Refining Company Division. Mr. Kolb pointed out that inasmuch as the Company might elect to abandon its Hammond, Indiana plant and equipment. Section 7 of the Clayton Act, as recently amended, might not prohibit a competitor of the Division taking over the inventories and trade accounts of the Metals Refining Company. The Directors discussed the possibility of leasing a thirty foot atrip of property, adjacent to the land owned by the American Norit Company*s property at Jacksonville, Florida, to American Horit. Mr. Sprague pointed out that the Cosgiaay might find it more advantageous to lease the strip of land in question to American Norit* The possibility of a sale with first option to buy was also dlsqusssd by the Directors, and it was concluded that Mr. Sprague be authorised to negotiate GLD008719 further toward working out an arrangement with American Sorit which would he beneficial to both parties. Kr. Kolb reported that an application for declaration and use of cophailn ns a substitute for lecithin in margarine, under the federal Standard of Identity for that product* hud been submitted to the Food H Drug Administration, pursuant to discussions by Mr. Glenn Davidson with that Agency. Final copies of the ap* plication; which the Agency had approved as being in satisfactory form, had been filed; he said; with proper government officials. Mr. 6. V. ISaxey, Controller; called tbs attention of the Directors to the importance of considering the effect of the Excess profits Tax Act of 1950 upon the acquisition or sale of plants; equipaoat, and other capital assets owned by the Company. A need existed, hs said, for proper Interpretation of many pro* visions of the statute and the effect of the tax upon coepanios subject to a number of special provisions contained in the Act. Mr. Kolb also emphasised the Importance of thoroughly considering the effects of the Excess Profits Tax during the coming months and taking all steps necessary to make the host of any adventages offered by the Act. Mr. Dwight p. Joyce reported that the Company's short torn borrowings hod not exceeded $18,500,000 and that there was a good possibility that further borrowings would not bo necessary for the current fiscal year. Mr. R. 0. Goieeth called the Directors' attention to difficulties ex* perienced by the Boys Products Division's Chicago plant la obtaining railway boxcars for its shipments. Relief from the Eastern roads was urgently needed, hs said, particularly because of the feet that most of ths Chicago plant's shipment# were made on these lines, whereas the C.M.St.P.A p. Railway, which serviced the plant, received only 20 of the plant's shipments* GLD0087 20 cow the Director** the eseti&rj, vjoo ration duly Mdc and eeconfied, vac 4^oy*aa. .. . +'* V ;v m * .- Vv GLD008721