Document 3Qn51eDD3wy7g8D0XNwK5NL7J

Minutes or Annual meeting of the Board of directors of National Lead Company held at 15 Exchange r'iace, Jersey City, New Jersey, on Thursday, April 13, 1955, at 2 o*clock P. M. Present: Messrs. E. F. Beale, L. T. Beale, Beschorman, Carter, Caselton, Cornish, Meredith, Rockwell, Sidford, Simon, Thompson and Warshow. Absent: Messrs. Croft, Marsh and Taylor. On motion duly made and seconded Mr. E. F. Deale was chosen temporary Chairman of the meeting and the Secretary of the Company acted as Secretary thereof. The Chairman reported that at the Annual meeting of Stockholders just concluded Messrs. Edward F. Beale, James A. Caselton, William F. Meredith, Charles Simon and '"illiam N. Taylor, whose terms then expired, had been reelected Directors for the term of three years or until others shall be chosen and qualified in tneir stead, respectively. The meeting then proceeded to fill the offices of Chairin of the Board and Preside* t of the Company for the ensuing year. Pursuant to separate nominations duly made and to separate votes duly taken Mr. Edward J. Cornisn was unanimously elected Chairman of the Board and Mr. Fred ***. Carter was unanimously elected President of the Company for the ensuing year and until their respective successors shall be elected and qualified. Mr. Beale thereupon vacated the chair in favor of nr. Cornish. 0000-NLI-000021897 The meeting then proceeded to the eiction of four yice Presidents for the ensuing year, one to be designated Executive Vice President. Pursuant to nominations duly made and vote duly taken kr. William C. Bescnorman was unanimously elected Executive Vice President and Messrs. Edward F. Beale, teilliam n. Croft and Fames B. "-eister were unanimously elected Vice Presidents of the Company for the ensuing year and until their respective successors shall be elected and qualified. The meeting then proceeded to the election of an executive Committee of the Board of directors for the ensuing year. Pursuant to nominationd uly made and vote duly taken Messrs, ^dward F. Beale, William C. *escnorman, Fred M. Carter, Edward J. Cornish (Chairman,), William Croft, Fletcher V<. Rockwell, nenry u. ^idford and Gustave W. Thompson were unanimously elected to constitute the Executive Committee of the ooard of directors for the ensuing year and until their respective successors shall be elected and qualified. apon motion duly made and seconded the following were thereuoon appointed officers of the Company for the ensuing year according to the office set oooosite their resoective names: Charles &imon, Ii. Bougies Cole, Herman T. V'arshow, ^enry C. Bates, Ceorge C. Petersen, Joseph A. martino. ireasurer Secretary Comptroller Asst. Secretary, Asst. Treasurer and Asst. Comptroller Asst. Secretary Asst. Comotroller. 0000-NLI-000021898 upon separate motions duly mace and seconded the following were appointed to const .tute various standing Committees for the ensuing year. manufacturing Committee F. w. -nockwell , Chairman H. p Cavarly un . *. Thompso; J. morsraan H. o. ates, i metal Sales Commit tee ij T. foilson. Chairman w. P. Carroll C. A. G eattv G . ri. . Coleman Vi. A . Cowan H. J . j-rvin F. c. Jussen VV. A. Dail E. A. Mueller F. Vi. Rockwell A. Martino, Secretary Ox ide Sales Committee Harold: Rowe, Chairman w. P. Carroll 0. H. Greene ' R. ill ,, Avans B. M. Hartley J * Gardiner R. nowe A. o. T'ibbets, Secretary White -iead Sales Committee Harold howe. Chairman W. G. Bisbee W. R. "elville V.'. A. Dail R. J. Peters C. C. ^oerstner S. F. ^eeves 0. n. Greene A. V.. ^cott, E. L. Hallett J. G. C. McNair B. G. Lehman Vi. H. Taylor A. B. Tibbets, Secretary Pension Board G. V. Thompson, Chairman Carter F. w. Rockwell M. D. Cole, Secretary Metals Purchase Committee Vi'. C. neschorman a . B. *all F. IL. Carter F. -irv. Rockwell The meeting then recessed to reconvene immediately at 111 Broadway, new lork City. 0000-NLI-000021899 Upon reconvening at 111 ^roadway, 11 ew York City, the ^ilowins resolutions were on separate motions each unanimously adopted, the roll being called where the expenditure of money was involved. RESOLVED, that the officers of the Company be and they hereby arc authorized and empowered in its name and behalf to enter into an agreement with the stockholders of American Bearing Corporation, of xndianapolis, Indiana, providing (.1; for the organization of a new corporation to purchase all the operating assets, business and good will of said American Bearing Corporation at respective orices to be determined and payable as follows: (a) for all tangible assets other tnan inventories, supplies and work in process, sub stantially as tne same existed at March 0, 1325, the sum of *65,000. in cash, (b) for inventories, supplies and work in process, the cost or market value thereof at Indianapolis, Indiana, at date of transfer, whichever value shall be the lower, in cluding, in the case of work in process, actual manufacturing cost to such date of transfer, payable in cash, and (c) for patents, trade marks and the good will of the business, al of the common stock of such new corporation authorized to be issued, in such amount as may be mutually agreed upon; (2) for the subscription by this Company at par for such amount of 1% cumulative preferred stock of sucn new corporation callable at not less tnan par, as shall be required, over and above the amount there of similarly subscribed for the same purpose by stock holders of said American hearing Corporation, to provide such new corporation with the casn purcnase price of assets as aforesaid and with necessary working capital; {5' for the transfer to this Company by said American Bearing corporation, witnour further consideration, of 60% of the common stock of such new corporation to be issued in part payment for assets as aforesaid; and (.4) for the services of Mr. Deter Lambertus, a stockholder and the ^resident of said American Bearing Corporation, as General manager of such new corporation at a salary at the rate of i'9000. per annum; and that the officers of this Company be and they hereby are autnorized and empowered to execute and deliver any and all such instruments and to do any and all such things as may in their judgment be necessary or advisable to consumate the transaction herein autnorized. 0000-NLI-000021900 \