Document 3QEJ6wExqkDV1wLxe16gLVdxJ

* Minute of a special estln of tha Board of Directors of The Olidden Company bald at the office of tba Company, 1396 Union Trust Building, Cleveland, Ohio, on Tuesday, Decenbsr 1, 1936, nt lOi30 A.W. pursuant to call of the President. The following aeaber# of tba Board of Directors were presents Adrian D. Joyce R. H, Horsburgh R. V. Levenhagen Dwight ? Joyce P* X. Sprague constituting a majority of the Board. The absent nowhere were Messrs. T. J. O'Brien and Howard Beatty. The nesting was called to order and presided over by Mr. Adrian D. Joyce and Mr. Clifton M. Kolb, Secretary, recorded the nlantes. The reading of the alnntea of the previous neeting was dispensed with. Ihe President stated that the aeeting had been called for the purpose of considering and declaring dividends on the Conaon and Convert ible Preferred stocks of the coetpany and the approval of the acts cf the officers and Rxeeutive Coaclttee and such other business as mlfht properly cone before the aeetl ng. The President nade a brief stateaent as to the financial position and earnings of the coupon? end stated that he thought it advisable to declare dividends on the 4-1/2JC Convertible Preferred stock and the Cosaaon stock of the oojrpany, Whereupon, on notion duly nade and oarrled, the following resolutions were adopted! GLD022088 N 2202 BS80LTXD that a divide* of fifty-six &d on* quarter at* (66*1/4#) per share be and th* same 1* hereby d*clar*d out of orpins on ths 4-l/ajt Convertible Preferred stoek of this eospany for the Jerlod oowMBcln October 1, 1936 and ending December 31, 1936, payable anuary 2, 1937 to holdors of record of such stoek at th* clo*c of business 9*entr 17, 1936; and EXSOLTH) that the officers of th* oompany b* and thsy ar hereby authorised to do everything necessary to carry out the tern* of thi* resolution. SESOLTXD that a dividend of fifty oents (80#) per sharo he and the same 1* hereby declared out of surplus on the Cosmon share* of this Ooapany for th* period eemeenclng October 1, 1936 and ending December 31, 1936, payable January 2, 1937 to holders of reeord of such stock at the close of business December 17, 1986; and BX80LTXD that the officers of the ooapany be and they are hereby authorised to do everything necessary to earry out th* terms of this resolution* the President stated that certain purchases of squipamat and other oa^aditure* had been mads by the Executive Coeaslttes and officers which should be approved by th* Board of Dirwetors. lberewpen, on motion dnly wade by Mr* P* B* Sprague and seeoaded by Mr. Dwight P. Joyce, the following resolution was adopt*di SXSOLVED that all purchase* of fureltur*, truck*, boilers, and equipment and the construction and alteration of buildings for the purpose of adding to and improving the facilities of this company and not specifically approved by thi* Board of Director* prior to thl* date, be and are htreby ratified end approved; and EXS0L7K) that ths actions of the officers and the Executive Committee relative to such purchases, construction and alterations and all other matter* be and are hereby approved. The President stated that It was desirable to ask the stockholders to amend Article T of th* Peculations of th* ooapany relative to the Executive Committee at th# annual meeting to be held on the third Thursday In January 1937. Thereupon, on motion duly made and carried, the following resolution was adopted; G10022069 9 UflOILTB that It will b# to tk* bwt liWmtt *f ttli Company to and Article T of the Bogslatloms mf this Cewpany Pslatlws t* th* Sxeoutlv* Owdtdit, mod that th* following resolution roletiv* to th* mi* bo ocbmlttod t* tbo stockholder# of this Ooqpany for approval at tha *ww*t moating to be hold on tbo third Thursday la January, l$S7t BXSOLTO that th* flrat paragraph of Artlelo of tho Sognlatlons of this Oonpany relative to tbo Xnocmtiv# Cowmlttoo bo and is horobjr amended to road ao followsi "Tho Board of Dlrootoro may at any tlao eloet from their anabor aa Xxeoutiv* Commltto# which shall oonslot f not Isas than threo members, oach of whoa shall hold offieo during tho pleasure of tho Board and say bo rosorod at any tlao with or without eases, by tho wot* thereof. Booh Bzaontlwa Ceaadtto* shall, la th* iatsrla botwsaa nestings of tho Board of Directors, azorelso all of tho powora of that body in aecordaaoo with tho general policy of tho Cosqway and tho instructions of said Board, aubjoet to tho limitation, however, that oald Committee ahall not b* empowered to aoll any roal astato or any sabotaitlal portion of th* Company* a plant or property or to obligato th* Company for now construction, aachlnary and supplies In excess of th* ordinary current roqnlromomts of th* business of th* Oonpany, unless opoclfloally mathorlsod by th* Board of Dlrootoro.* th# President roportod that ha was unable to seeur* an option to purchase tho paint business of Brandram-Bendereon ltd. of Vontrsal, Cspad#, and that It would not bo noeoseary to eanoldsr th* matter further. fha tocrotary roportod that Southern Pin* Chemloal Company had offorod to adjust th* accnunlated dlvldonds on Its Proforrod stock In the anount of twelve dollars ($12.00) per shar* to January 1, 1S37 by paying $2,00 in oash and delivering on* shar* of Cornson stock of Southern Pina Chaalcal Company for each shar* of Proforrod etock, providing the holders of ninety percent of the Proforrod stock of Southern Pino Chealeal Oompany sgroa to accept ouch ad juetment In dividend*. Th* matter was given consideration and upon motion duly made and carried the following reoolutlon was adopted: BS0LTXD that this Company accept the offer of th* Southern Pino Chemical Company to liquidate th* cuaulativ* dividend* on th* Preferred Stock of oald Company owned by this Company la the amount of $12.00 per Ohara to January 1, 1937, by paying $2.00 In cash and delivering one oh&r* of Comaon Stock per share; end HJSOLTO that Ur. E. H. Horsburgh, Senior Vio* President and Treasurer of this Company, bo and he Is hereby authorised to sign the consent to said proposition on behalf of this Oonpany. GLD022090 Tho Pnildmt rtpttiid that he had il|Ml m (fTMMt the Xatlosal City Bank of Cleveland relative to eabeerlpUcm to m lum** U tho capital atook of amid Wak ud that ho would appreciate ouch aoiloi WtB| approved* Whereupon, on motion duly mod* and carried tho following reeolutlea v m adopt edi BSSOLT1D that the action of tho President of this Coupon? in tpntlnf to eubaorlbe to the capital atoek of tho Motional City Bank of Cleveland In accordance with tho plan of oaid bank, datod October 86, 1936* and to tho extent thio Coiipany la ontltlod through Ita ownership of atook in aid hank* ho and la hereby ratified and approved. J Tho Secretary reported that Janoo >. Beanott 4 Co* and B* A. Pi arc# 4 Company, aeabara of tho Chloago Board of Trade* had requested that raeolution ho adoptod by tho Blreotera authorising certain parties to transact businoos on behalf of the company in connection with purchases and ealeo an tho Chioogo Board of Trade; that tho Xteoutlve Committee hsld a mooting on October 15, 1936 and hod adoptod roaolntlona to toko oaro of tho matter in tho interim and that In his opinion tho Board of Birootors should adopt tho o saao rosolutions. Whereupon on motion duly mado and carried the following resolutions wore adoptedi BX IT EtSGLYXD, that f. 0. Dickinson, mho is in oharge of the purchase of eoya beans for The Olidden Company* am4 located at Xlston Avenue and Logan Beulsvnrd, Chicago, Illinois, and Adrian B. Joyoe, mho la President thereof* or either of them* la hereby authorised to buy and sell for and in the naae of this corporation, on the Board of Trade of the City 1 of Chicago* under tho rules and regulations of said Board* each oomnodltiee for future delivery as he or they may deem for tho bast intorooto of this corporation! and BX IT WWHER XE60LYXD* That Adrian D. Joyce, 1396 Union Trust Building, Cleveland* Ohio* sfeo is President of this corporation, ia hereby designated as the executive officer of this corporation* to whoa written rrtlt- of each transaction shall be mailed as required by paragraph 203, Chapter ?* ef tho rule* of the Board of Trade of the City of Chicago; and BX IT ftJBTHXR XXSOLTXD* That tho eeeretery of thio corporation is hereby directed to file a certified copy of this resolution with tho oocrotary of the Board of Trade of tho Olty pt Chicago* and the filing of such copy shall b deemed a written mithorlaatlon and notice to any of the members cf said Board through whoa ws transact business; and BX IT FURTEJB JtXSOLYXD, That this resolution shall remain in feres until notice of its modification or repeal has been given to the Secretary of the Board of trade of tho City of Chloago. GL0022091 the Secretary reported that it might he advisable far the aowpaay ta mmad the jrorlilo&i of its Irtlelii of Xaoorporatiea relative to tho purposes for which it wa lneorporatod and that tha Sxecutlvw Coamlttoe should ha authorItad to oonsidar and met upon any such changes ao that thoy could ba submittad to tha stockholders at the annual meeting in January. Whereupon, on motion duly made and carried, the following resolution was a&optedt XX80LYXD that the Xxacutlwe Committee be and is hereby authorised to oonsidar and approt s such changes In tha provisions of tha Articles of Incorporation of this company relative to lto psm'poeea as said Commlttaa daaas advisable and to authorise the sabaieeloa thereof to tha stockholders at tha masting ta ba held on tha third Thursday la January, 1P37. The President stated that ha thought it adrisabla to increase tha bepaolty of tha Easton Lead Oonpany plant at toranton, Pa. and that it would require an expenditure of approximately $100,000.00. Tha matter was given consideration and upon action duly made and carried, tha following resolution was adopted! ' XXSOLTHD that tha capacity af tha Xuston Lead Company plant at Scranton, Pa. ba Increased to about alaran thousand teas par anasm and that tha officers of the company bo and they arc hereby authorised to provide for such Increased capacity at a coat of approximately One Hundred Thousand Dollars ($100,000.00). The Secretary stated that it was necessary to authorise tha Chase Xatlonal Bank of Hew York to honor facsimile signatures on checks drawn to cover dividends on tha Convertible Preferred etoek of the Coapeny, said signature being affixed by the dividend check writing machine* Whereupon, on motion duly made and carried tha following resolution was adopted! BXSOLYED that tha Chase Xatlonal Bonk of the City of few York, be and it hereby la authorised and directed to pay any and all checks drawn for the payment of dividends on the Convertible Preferred Stock of this Company in the name of this Company and purporting to be signed with a facsimile signature or facsimile signatures as follows! GLD022092 * Any os* of thi felUtligi B. H. Bersburgh - Senior Tioo President A treasurer 0. W. Kolb - lBMU>r J. A. htiri - iiilitut Trwnm and that th* Secretary of this Company bo, and ho hereby lo authorised to tupply th* said Bank with tho foodalio signature* of th* persons above named and to certify * copy of thl* resolution under th* oorporate teal of thl* Company and lodge th* same with said Bank. Th* Secretary reported that It was neoeaeary to adopt I? resolution* r*latlre to the bank account* of th* Chemical A Pigment Company Divlsloa at Collinsville, Illlaola In eonn*otlon with the Mississippi Tallsy Trust Oompany at St. Louis, Missouri. Whereupon, on action duly aada and carried th* fallowing resolution* wer* adopted! BBSQLTXD that a bank account be opened in th* name of tho Chemical A Pigment Division 01 The ailddea Company for tho purpose ef cmrrjrlag on th* operation* of th* Chemical A Pigment Division at Collinsville, Illinois, with th* Ki**t**lppl Talley Trust Oompany at ft. Louis, Missouri, and that checks dram by th* oompany for operating expenses be deposited therein to be withdramn by checks Issued in the asm* of the Cheadeal A Pigment Company ami slgmed by either B. E. Rorsburgh or Clifton M. Kolb, or by any two of the fellowing1 J. P. Path; John Hayward; D. T. Martin; and SXSOLYKD that a payroll account be opeaad la tho nemo of the Chemical A Pigment Division ef Th* 011dde& Company with tho Mississippi Talley Trust Company, st. Louie, Missouri, and that eheoks for payroll purposes be deposited therein to be withdrawn by payroll checks issued la th* name of the oompaqy and signed by may one of the following! B, H. Horeburgh; Clifton M. Kolb; J, P. kuth; John Hayward; D.T. Martin. Tho 6ecratmry reported that It was neoesaary to make some changes in the authorised signatures en th* bank account which the company carries with the Watlonal Shawwut Bank of Boston, Boston, Massachusetts. I Whereupon, on motion duly made and carried, the following resolution was adopted! ESSOLTED that eheoks drawn against the book account naintalnod by this Coapany for the operation of its Boston branch with the Matlonal Shawwnt Bank of Boston be drawn in the name of this Company and signed by either B. H. Horsbnrgh or Clifton M. Kolb, or by any two of the followitgt P. H. Coy, Manager; Margaret Osborn, Cashlsr; Xdwln Tima, Credit Mamgsor. GLD022093 fhe Secretary stated that it had b decided that all tranches of tho ooapany should. deposit thalr receipts la tank aeoounte subject to check at tho Cleveland offle* of tho ooapany and that in ordor to oarry oat this polio/ It would ho necessary to open hank aoeoanta where tho warlone tranches of tho coapaajr aro looatod aad that reaolutlona ahould ho adoptod authorising tho opening of ouoh hank accounts aad tho drawing I of eheoka against foado dopoaitod therein, Whereupon, on aotlon dal/ aado aad carried, tho following resolution was adopted! RJS01TXD that honk accounts ho opoaod la tho noae of tho oeapaiy with tho following honks in which ths roeolpts of tho hronohoo loeotod at tho points In&loated aro to ho dopoaitodt first Xational Bank Control faraoro frost Coapeny Citisoao A Soothom Xational Bank Coatinontol Xational Bonk Alesw Xational Baak Binringhaa frost & Sawlag* Coapany Hepatite Xational Bank tho Xational City Bank first Xational Baak Bank of Hawaii fhe first Xational Bank first Xational Baak Xquitahlo frost Coapany Xational Bank of Cooueroo Saailten Xational Baak Stats Motional Bank first Xational Bank faapa, fierida fast Palm Beach, florida Atlanta, Georgia fort forth, texas Sam Antonio,foxas Biral nghwe. Alohaoo Balias, foxas Kvanswille, Zadiaaa Soranton, Pennsylvania Bobbin*, T.R. filkos Bsrre, Pennsylvania Xiaal, TierIda Baltiaore, Maryland Bmjftcx, T&**s Knoxville, fennossss XI Paso,foxas Blaghaaton, low Tork that funds ha withdrawn fron said haakeooeuato hy checks 1 stood in tho of ths ooapany at Cleveland, Ohio, and signod hy any two of tho following! B. H, Borohorgh C. M. Kolb J. A. Peters C, C* Bart Senior Tice President and Treasurer Secretary Assistant treasurer Cashior The Secretary stated that he had received copy of the resolutionewhich were prepared ot the tins of tho deeth of the late Mr. Charles f, Higley, a Director of this Cowpeay, expressing the ayapathy of the Board of Directors, and suggested that said resolution*!* added to the standee of ths eating. Whereupon, on notion duly aade aad carried the following resolution# were adopted: WHKBXiS, the Supreme Euler has >mi fit to toko onto Hlasslf our friend and associate, Mr. Charles T. Higlsy, THE&XfGEZ, SI XT ItSOLTSD that hla associates on th# Board of Directors of Ths Olidden Company units In expressing to tha asabers of hia family our ainoors sympathy in thsir groat WrMmut, IX Xf TURTHXR BSSOLTED that it la tha eonaanaus of tha aaahsra of tha Board of Directors of fha Oliddsn Coapsny that in tha passing of Mr. Higlsy not Only has every asnhsr last a dear frisnd hat ths Company has wattarad tha loss of a loyal Director and ona who always gars of hla hast to tha wslfara of ths organisation as a whals. SX It iQsfHXR EXSQLT that a copy of thsaa rssolutiona hs spraad on tha minutes of ths Directors* Masting . Ths frassuror stated that in his opinion it would neatly laprors the financial stateaent of tha eoapany If good-will md several other ltsas of questionable wains waro rsnowad tbsrefroe and that ha had raoalwad anggaatlons fron warlout sources that it would ha advisable to eliminate such Itoaa fron ths balanoe sheet of tha eoapany. Tha matter was given careful consideration and upon notion duly made and carried the follow ing resolution was adopted! SESOLYED that ths following ltsas g>peering on tha hooka of the OoKpanjrt Good Till Eights to Manufacture and Sell Brushing Lacquer Patent Expense - Ths Chsaleal d> Pigasnt Oompanjr, Baltimore. Md. Patents - Xuston Lead Company Patent Exponas - The OildAon. Company, San Praneisoo,California Trade Marks - Wisconsin pood Products Company Trade Marks - Wisconsin Pood Products Ohio CoBpany Bights to Manufacture Bipolln Total $3,492,007.93 10,000.00 143.07 139,430.63 150.00 1.00 1.00 ..61,417^ $2,693,141.34 GLD02Z095 be and are hereby sliminatsd from the hooks of tha company as of October 31, 1936 through a charge against rsssrws oreated for ths purpose by a charge against oapltal surplus of this company; and JtSBOLTKD that tha officers of this eompuy be and thy are hereby authorised to do all thfage aoro*sa*r to carry out this resolution. The Secretary stated that It would ha aeoeseary to approra tha fora of proxy for tha animal aeating of tha stockholders and to designate certain Director* to rot* at tha annual meeting for tha stookholdsra who aaad la proxlaa. Thereupon, on notion duly aade and carried, tha fora of proxy presented to the netting vaa approved and tha following peraona ware daelgnatad to act aa attorney* and proxiei for the stockholders at tha annual aaatlng of tho companyi Adrian D. Joyce* R. H. Rorsburgh, R. 1, lerenhagen. Tha Secretary reported that la order to offaat aa award revolting fro* condemnation proceeding* in connection with paring *xpens* at the Xlabnrst, Long Island plant of the Conpany against the special asaaasaent for auch paring axpenae, it would ha neceaaary to adopt a raaolutlon author! alng toneone to rapreaent the company in handling tha transaction, Thereupon, on notion duly rede and carried, the following resolution waa adoptadi EESOLYXD that 8. C. lichole, llaaagar of tha Xlalmrat plant af Durkee Tenon* ToodsPirlsloa of Tha Ollddsa Oo^pany, be and ha hereby la authorised and aapowerad on behalf of the corporation to reoelre peyaent of tha award aada to tha oorpe^etion in tha 45th (South Railroad) Arams oendemnatlon proceodinga and in connection therewith to axaonto ua&ar tha seal of tha corporation tha moeaaary affidavits, ralaasaa and receipta, and If required ao to do, to endorse the warrant to the order of the City of Collector to be applied on account of the aaaeaaaaat against the corporation resulting from said prooeedlng* There being ao further business to eoae before tha meeting, sene was upon notion duly aade and seconded, adjourned. GLD022096