Document 2JpJo4jr8y8gy7zgOzVkyG1V6

? , 'SIERRA TAiC-'0OMPA'-',tivi'' )' ' TM Rgulai^Meeting' of'Board of.*Directors- < September^ 18, M9&3 *'')'< ,i'jr : n A regular 'inseting^of'th Boafrd of*Bii^'feors of SIERRA TALC;GGKftUSira-California'corporation, 'Was1-'held at lOiOO o'clock inth- morning on-September;18,';:1963, at the offloe-of`the^corporatlon, 1608 Huntington Drivei South,pasadena# california' Directors' George-Bagnali, "OtlsiBooth, Otis Sooth, Jr, Charles'.'DOddaGeorge Dodd Randolph Ingersoll and Henry.MUlpyan;-being all thedirectors# ware presenti^ Mr* Hi, T* Mulryan also attended the meeting Mr* Mulryam-' the-President, presided and Mrs* De Buys#rthe'Secretary, recorded the minutes fhejMinutes"of the last meetingof'the Bdard held August' li 1963; were read and on motion made, seconded and asnahitn'ly cabled, wer^'-Approved* . ii... Mr,-Mulryan`reported on>sthe .odrrent financial position of.the-.company, 'Profit for 'the elght-taonth period ending August 31# 1983# was approximately $585,000 Reserve for taxes was $193,000, leaving a net profit of ibout $392,000, PLAINTIFF'S EXHIBIT CAM-217 CAMC-Logiudice-001080 Mr* Muiryan-'-dviscTth Directors thati w .........' l . .... .. 1 . Th Aerdn;OEnattrMcQ';-Company is 'nOw taking th 'positioti^thskt' ife'has riot'be*materially '* ..'i ' j., 1 . i W . : prejudidedrby having fecived'lato;ntee . ,,.v '".'P-'fc ' 'y-'t 1 ot the Fithugh -clalfcl and have' withdrawn the Reservation' of Rights Motive'$ ThiiT corpo* s'' 'ration1ndw has' complete covrageK'except tot -V'',;" punitive' damages. - . ' ^ `r'; 2* -MT* Gaskins*'progress rport-'on- the installa- `Hlori-of the double- fluid energy mil! at '* -' G r a n d Island'indicates the cost will;b ' . -; "$65^000 with completion date of January 31* 1964: rifv.'ia. *V i; 3* "Claude Rrownhaa now Indicated his'interest" ?' in selling his four claims known''as'the ' Beaverhead M i n e ; ' w r ; n '.? 'W.. '1 -'Afte^* discussion,'- on'motion' duly made, seconded and unanimously' carried* it-was : r-, j " 'W - ' OOTii-that-:'th-0 fflcrp of this corporation be and they are hereby authorised toproceed with purchase of the;Beaverhead ; Mine for $30,000 based on $5,000 cash, $200.00/monthly payments and $1.50/ton -"`^ all to apply toward the purchase price. The Directors next considered dividend action. ` 1 '' , v ,* J i - After discussion, on motion-duly made, seconded and , # *i r t fcit, *. ' , , -, -tf* - *. . - sf * unanimously carried, it was >- ' -1,RESOI.VISO'-that a distribution- of One; Vallai and Fifty Gents ($1*50) per share `..Me. on*li of the'issued and'outstanding preferred atoclc of this corporation be ... madei"'saldcdistribution to be payable September 30, 1963# out of the surplus earnlngSOf the corporation, to holders H ;J of preferred stock of record at the cIobs ,::i ' vof -business4on September 18, 1963. Hbf H*- Tv"'Kiiryn advised "that* Messrs- Goliath , ('. 1 wi i - ' 1 1" ' " and Wernas-from Axel'Agrens.had',visited" and discussed" the erection o f ;a'European plant in detail;'- 'They 'expressed `j,J" . '* *. ' "- 1 '. " '*a * ' their desire -to participate in this*venture*- Mr.J J* D. flulryan-gave Messrs* Goliath, Wernas and M F* Warner an extended tour of the Yellowstone Mine and Three Forks . /,..> / V *-5, ; 4 plant* .... ........... ... ` '` M u lryan n e x t d i s c u s s e d - in - d e t a i l't h e p ro p o s a l made t o th e - P a u l 'W* Wood Company* A d r a f t o f t h i s p r o p o s a l h a s -b e e n unanim ously approved by t h e : i- D ir e c t o r s o f th e P a u l w. Wood Company w ith -r a in o r e x c e p tio n s * T h e -fo u r"D ire c to re c o n s titu te -th e Stockholders o f the company* arid t h e i r c o n tra c t c a l l s f o r eaoh s to c k h o ld e r's s e p a r a te a p p ro v a l* f o r th e s a l e - o f a s s e ts ', - " ; -v --'c'' ^ v > vf Terms o f / t h e '-p ro p o s a l c a l l e d f o r purchase o f the current-assets-and assumption'of the known liabilities which'automatically'eliminates any contingencies inherent in the purchase of capital stock* The Paul W* Wood Realty 4-<r . **/ * Company has agreed-that-leases with the Paul W, Wood- Company will be voided and that the Paul W. Wood Realty Company will warehouse-.merchandise*-of the Pawl W*.Wood Company at.public warehouse rates so long as rates and service are mutually satisfactory After discussion on motion duly made, seconded and unanimously carried, it was 'J RESOLVED that the purchase of the Paul Vi* Wood Company under the terms as set forth by H. T. Mulryan be approved and that payment be made in accordance with the draft copy of the proposal,; i.e., on November 1 193 00$ of the estimated value with 20$ held until after actual determination of the book value. After discussion, on motion duly made, seconded and unanimously carried, it was further RESOLVED that a wholly-owned subsidiary corporation of Sierra Talc Company be created to receive the assets and liabilities of the . Paul W 6 Viood Company, . . Mrs * Shirley Meyers then joined the meeting and explained in detail the need for more up*to~data equipment to handle the increased workload which will be caused by the purchase Of the Paul W, Wood Company* Copies of a proposal for the purchase of an IBM 6400 accounting machine were given to the Directors. After discussion, on motion duly made, seconded and unanimously carried, it was . RESOLVED that the IBM 6400, recommended by Messrs, Davidson and Carder of Lybrand, , Ross Bros* Sj Montgomery, be purchased under the terms of a "lease with option to purchase*"