Document 1gxyK3Y6aKBVr7dmJgNQ2NRRK

XXXDTjU or A VSQUL Krista* or 9HB SOAXD OT OTKE0*t8 OF gg o l ibmx ootfin___ Klxmtss'of a special meeting of the Board of Biroctorfl of Xb# tlidde* Bonpogpr hold pursuant to tbo cell of tho President at the offieo of tbs ItayiMgr, HOC ttiloi Commerce Building, Cleveland, Ohio, on fuse&sqr, Ibmry 22, 1944, *t 10190 o'clock jL.1L The following director* vsre present! K*iri, Adrian B. Joyce, X. X. Horeburgh, 8. V. Lesenhagen, V. J. O'Brien, P. X. 8prague, Dwight P. Joyoe, J, A. Peters Mid Clifton M. Kolb. Hr. Adrian E. Joyce, President, presided and Hr. Clifton M, Xolb, Secretary, recorded the minutes. Hr. J. A, peters, Treasurer, submitted the following report M to Capital Expenditures as of January 31, 19441 Plant Requisitions approved upon which no expenditures hers been aedo Plant Requisitions in Process Additions to Plant fro* Sovsmber 1, 1943, to January 81, 1944, oeTaring completed Plant lequiaitlona Allowance for Underestimating at time Plant Requisitions era epprorad approximately 20jf Total I 844,802.1? 889,180.00 ..-.mm.3&. $ 961.9T8.IV . The report vas accepted and the Treasurer was requested to keep the report up to data so that the directors can determine the position of the Oompeny with reppeet to the relation of future Capital Zxpsndltures to the asari sans for tbs fiscal year 194/. as determined at this meeting, Kr. P, X. ipregue expressed the opinion that tho shite load business wee a slowly dying basins as and that oonsldsration Aould ho given to the manufacture of products in addition to shite lead at the plant of the Ooapany at Scranton, Pennsylvania. The proposition vas considered and it tma decided that the Scranton plant oould ho used for the manufacture of dry colors sad paint products hut nothing should ho done at this tine other than to continue the manufacture of white lead. Hr, P. X. Sprague pointed out that the prospects for marketing cadmium oolors rfter the vrr in the automotive and other fields we very promising hut that ve would have to ncke core oolors rnd of better quality in order to coyote with Earthaw Chemical GLD022708  if OT- ) Oompany and United Pigment Company who are new active in this field. Be dec elated that th Company oould ahtar the barytes hdkiia oa tha Pacific Ooast by "Hi| a t *11 expenditure for equipment at tha Oakland plant of tha Chemical A Plemat Oonpaagr Division and oould make a good profit from tha umdsrteklng. Ba Indicated that it hit opinion the llthopone bueine** would not laat warp Iona after tha war and that tha directors should keep thia in mind baeanaa it would adversely affect tha three llthopone plant* of the Company. Kr. V. J. 0'Irian reported that work wae being dona on a zlne-llthopcna pigment which might ba in good demand and that tha Xaaaaroh Department was giving conaldaratlon to tha Uthopone problem. Nr. P. X. Sprague stated that the outlook for tha natal powder buainaaa at the plant at Hammond, Indiana, vaa good but capital expenditure* would be neoeaeary in tha future to proride the facilities for prodnetiom In t o luma. Ha felt that tha Soya Product* Division of tha Company could return to a peacetime bail* without difficulty and would fled a market for tha protein product* and other product* sfclcfe would produce an Ineome in the neighborhood of Pive Hundred Thousand Sollara ($500,000.00) par annua. Be stated that ooneldertible research work had bean dona on Albusoy, a substitute for egg white and that in hie opinion it would ba a good peacetime product and could be produced profitably through an expenditure of approxi mately Sixty thousand Dollars ($60,000.00) for equlpaeat. Tha plant expenditures for Indianapolis, Indiana, ware given consideration end it was decided upon motion duly made, seconded and unanimously carried, to oomplete the Pood Lin* which vaa ao nearly completed that It would not be advisable to do otherwise, to complete the conversion of tha ooel elevators to grain elevators, which conversion 1* practically completed, to caaoal tha Contract for tha construction work in connection with the installation of four expellere for crushing soya beans pad to secure the approval of tha Priorities Department in Washington fbr the transfer of the four Trench Xxpeller* which have been ordered for Indlenapolle to tha plant of the GLD022709 Oonpany at Portland, Oregon, and ancei the order for t eapellers which were orient for lnatallatlon at aald Portland plant. Mr. 2. V. Lsvenhagen wes requested to look after the detail* relative to the change in the priorities required. Mr. B. H. Horsburgh, the Xxeoutive Tie* President, directed attention to the fact that the Company had outstanding $3,000,000 of aerial notea Baturin* in equal amount* on July 1, 1944, 1946 and 1946 and $3,000,000 of debentures maturing July 1, 1947, and in addition thereto, had outstanding short-tern loans aggravating $9,660,000.00, and that in Me Judgment It was desirable to consider the refunding of at least $10,000,000 of such indebtedness. After discussing the natter at s o bs length and considering financial statements of the Oonptaqr's oohdltion, as prepared by the Treasurer, the following resolutions were on notion duly node, seoon&ed, put and unanimously carried, adopted! VKKKLXS, in the opinion of this hoard it is desirable to borrow $10,000,000 for the ruroose of refunding Indebtedness of the Ooapany in that Semi, KOV, THERETOBX, XX IT RESOLVE), that subject to the authorisation thereof by the affirmative vote or written consent of the holders of reoord of at least two-thirds of the fvrfregcto par amount of the Convertible Preferred (took of the Company out standing, the Company borrow the sue of $10,000,000 suturing in aero than eighteen (18) months fron date of lesue, for the purpose of paying outstanding Indebtedness; end BXSOLVXL, that the Executive Vice President be end he le hereby author!red to negotiate with The Mutual Life Insurance Oonpany of Xew York for the borrowing of as Bach as $4,000,COO of said amount fron it trppn such terns end conditions ee he nay dee* to be In the best Interests of the Oospaxy vd as the Board of Directors nty approve; and KESOLVED, that the Executive Ties President be and he is hereby also authorised, subject to the ^proval of the Board of Directors, to Mgotlnte with the several banks nov holding the serial notes of the Ootpany for the refunding of the same and the borrowing of additional funds tcp to $6,000,000, the amounts so borrowed to be evidenced by the notes of the Oonpaay following in general the teres and condition* of the present outstanding serial notes, except as to naturltles end with such other variations, as he nay consider advisable. GLD022710 th* President it*tad that hi hid received * letter fro* Mr. ! I*. hlit recommending tint the Ooapany sicur* patents on tha baqrtes claims chieh it cams 1* oritr to protect hit Interests *t * coat of eyp'roxlmatslj fifteen Baadred Dollars ($1600*00}. lb* aatter **a considered and, upon motion duly made, seconded aad unanimously cirriad, it ** approved. She President recomeadad a donation to th* Sax foundation of la* Tork of fire Hundred Dollar* ($500*00) aad a donation of Jive Bandied Dollar* ($800*00) to tha Oouncil of Vorid Affairs, which vara vpon aotioa duly aada, seconded and unanimously carried, approved. hr. V. J.O'Brian stated that it would he advisable and to th* beat inter**te of the Goapany to enlarge the drier at the plant at Collinsville, Xlllnola* in order to increase production and redone ooata at an approximate ooet of fifteen Shcnaand Dollars ($16,000) aad to provide an onloader at aaid plant at a oest of approximataly Thirkr-fiv* Hundred Dollars ($3500*00). fhaa* expenditure* were, ppoa aotioa duly made, seconded aad unanimously carried, approved. She aatter of taking hack former employees who have been in tha Aneed Services was discussed and it was th* oonsenses of opinion of the director* that careful plant should he aad* to that th* Oompaay will comply with th* feleetive Service lav with regard to fonter employees and will have an intelligent and pro gressIt s plan for hand!lug the situation. Mr. Dwight f Joyce gave a resum* of Mm post-war planning of the Paint Division* which included the development of now products and th* improTwsent 0f old products, the securing of problems from esatoners and assigning thee to the various laboratories for oareful consideration tad Investigation, an investigation of after-tbe-war distribution including nee stores, investigation of obsolete lines, investigation of new equipment and reduced cost of production and GLD022711 various other idea* which are being worked out through the Poat-tar Plaaalaig Oeanltte* at It* meetings. Mr. Dwight ?. Joyce reported that a careful Investigation had been suds with respeot to the aatonoblla allowance for selesnen la the Paint Divisions whioh under erietiag ooadltloa* did not ** to he adequate and that he weald reoomend that aa automobile allowance of five cent* ($.05) a alia he aade to talesmen who travel leae than on* thousand (1,000) ail** per month and four and one-half eeata (t.04}) per all* for saleoiaa vho t.sivel over one thousand (1,000) allae per month. fhe recommenda tion was, upon notion duly aade, seconded and unanimously eerrled, approved. Mr. B. B. Horsburgb submitted a letter relative to the Oonpany'e policy la connection with salaries and increase* and reeonaended that the President write a letter to all Divisions pointing out that in the futura salary Increases would he given consideration one* a year In acoordeaee with the previous policy of the Ooapamy. The Secretary submitted the following reaolutlone relative to hank aocomate which were, upon notion duly made, aeoonded and unanlnoualy carried, adopted! K1SOLVED, that the mthorlty of B. L. Mysong to elgn on the *Morkiag Pond Aooount" of our Jacksonville retail store, maintained with the larnstt lattonal Bank, Jacksonville, Plorida, be cancelled, and that the signature of 1. J. Shiver he substituted therefor*. This chance is to he effective as of the date letter of notification le received hy anld hank (letter of notification dated January SI, 1944), Ifter said change has bean *ds on thle account It should appear on the reoorda of the hank as follows! Any Two! J. A. Peters, Treasurer Clifton M, Xolb, Secretary A. 1. Sender J. L. Devia L. J. Shiver ees o l v ed , that the authority of P. L. Honeycutt to sign on the Sorting Pumd Account* of our Atlanta warehouse, maintained with The Cltlsene and Southern Batlonal Bank, Atlanta, Oeorgia, he oencelled, said change to be effective as of the date letter of notification it reoeived hy said hank (letter of notification dated Pehruasy 4, 1944). After said change has been nade on this account it should appear on the reoorda of the bank as follow*! Any Two: J. A. Patera, Treasurer Clinton K. Kolb, Secretary J. 1. Besnchaap J, L, Davie GLD022712 BSSOXtTXD, that the signature of f, V. Board bt added to thoee. authorised to nig* on the "Working Pond Account" of our Atlanta uaardhruao, maintained OUk lh* Cttlaene and Southern national Bonk, Atlanta, deorgia. fhia change to to hdnffactive no of the &at* letter of notification la raceloot by oalA hank {latter of aotlflMt&oa dated Pehruary 8, 1944). After aald change has boon made on thin aeoouat it should BTrpeer on the reoorde ef the bank aa foliovet Any foot J. A. Patera, Treasurer Ollfton M. tolb, Secretary J. A. Bsichn^ J. L. Baria P. V. Beard * BBSOIVE), that the slgnature'of (Xre.) Kary P. Davie ha added to thoee authorised tc sign on the "Working Pond Account* of our Taaqpa store, Maintained vlth the First Katlonal Bank of Tej>a, Tanpa, Plorlda. This change la to ho offset Ire as of the date latter of notification le received ty aald hank (latter of not&fleation dated Pehruary 14, 1944). After aald change haa been aade on this nceount It ehould ^tpoar on the reoorde of the hank aa follow* t Any Two: 3. A. Petere, Treasurer Ollfton M. Xolh, Secretery 3. Clint Srovn A. B. Holley (Mra.) Kary P. Darla M90LVXD, that the signature of B. T. XeIdler he added to thoee antherlead to algn on the "Working Tund Account" ef oar Beath A MlUlgaa Xnufactaring Oonpaay Division, nalnttlned vlth the Continental Illinois Batlohal Bank and Trust Ooapany, ChleegD, Illlnol*. This change ie to be effective aa of the date letter of notlfleatlon It received by aald bank (letter of notification dated Pehruary IS, 1944). After eald change ha* been made on this account It should appear on the rooords of the hank ns folioVi5 Any foot J. A. Patera, Treasurer Clifton K. Solb. Secretary H. K. Booth Z. 0. Peck W. A. Beck T. Stmekneler H. T. Soldier There being no further bualnoaa to oono before the noetlng, sane vae, upon notion dnly side and carried, adjourned* GLD022713