Document 4M12OEmwq9Go2869K45Xjo9j

MINUTES OF:" The regular annual meeting of the shareholders of the VICTOR . . MANUFACTURING & GASKET COMPANY, an Illinois corporation, held at the offices of said. Company-, 5750 West Roosevelt Road, in'.the City of Chicago, . ' in the County of Cook and State of Illinois, on the 21st day of March, A.D. ' . .; 1967, at 10:00 in the forenoon of said day, pursuant, to the notice thereof .. . ' .. r formally given.- .' .-. .' ' - /. The meeting was called to order by Mr, George E. Victor, Chair- '. .'-'manof the. Board*;;. The shareholders elected; Mr/George E.-. Victor to serve' as'-:'.":.-/'.'.-."' ^ :- Chairman' of the- regM-ar anhuaFiftedtihg of the shareholders. ' Mr/' .Stanley W. '-, - ' " . ? Gustafson served as Secretary of the meeting and recorded the proceedings.. " .; .. .. : The Secretary presented and read the notice of the meeting, to-. . ' . gether with proof that notice had been given as required by law and the.bylaws . .. of the corporation.. A copy of such notice and the proof of the mailing of such " 'Ji.-f f- . ; - notice were ordered to.be-inserted in the minute book of the corporation immed- .- lately preceding .'the .minutes of this, meeting.'' '.... ..'. J ' v ; . ; ,1 The Chairman.announced that the Secretary, had made/at least"'.: . *' : . ten days before: the meeting / a complete list of the shareholders entitled to . . ; . ' .vote at the meeting; with the address of and the number, of shares held.by^ Y '. ... . - each, which list, for a period of ten days prior to the meeting, had been kept; . .'v- - on file at the registered .office of the corporation,' subject to inspection by'; '. . any shareholder a!t any time.during usual business hours/ The Chairman . .; produced such list, and such list, was kept open at the meeting subject to. .. ; . . the inspection of any shareholder dining the entire meeting. : - . The following shareholder was. represented by its president: '. . -Name of Shareholder ' Name of Proxy ' Number of Shares ' Preferred Common .; - . -. ' . Dana Corporation . - J. R.: Miller . ,.-33.,566. .. ' : . . ' .../.. .-The Secretary, reported that 33,566 share s'.of.stock; of the .corpora-.;:' v.,.-; .: lion were represented out' of a total of 33 ,56.6 shares.of stock of the' corporation. : 'Y/; ' - outstanding0 and-.entitled to.-vote, at the meeting;therefore themeeting. was.-'Yv'jj-K;;: legally constituted for the transaction.of business'/.;'.'v\jv'-: ,, - './ -. ". -The Secretary reported that shares standing in the name of another ' C corporation may be voted by such.officer, agent, or proxy as .the bylaws of-'. ' . - such corporation may-prescribe. _ ;.....' ' - - * , ! , - .. .. . .. . Acer^cate-.of the bylaw?of .Dana Cp^ration-^uthqd^ing-;/;:^'^-,.^;-" : .- certain, officers- to vote the- shares standing in the hameYOf Dana-Corporation - I> ... pursuant to the bylaws of Dana .Corporation Was ordered to be filed with-the. ; '- . Secretary. .'. -. ... ' - -. ... . The minutes of the' last annual meeting of the .shareholders were' approved without formal reading;at the'meeting. . - . . . .... .. . ' ' ' . The- Chairman then stated.that the next .order of business 'would be' the election, of three (3) Directors Of the corporation .to hold . . office until, the next annual meeting of shareholders .or until their respect ive successors shall be elected and have qualified. The Chairman called for the. nomination of Directors. Thereupon the following persons were .. nominated for Directors of the corporation, to serve, until the. next annual meeting of shareholders or until their, respective successors are. elected and- shall 'have qualified:. /: ' . .-V ";v ' . . .; . *:-y\ '7..rVMiller ... George E. Victor ; ....Wayne D, Neathery .'. \ . . ' . . ' . -. .No. further nominations having been..made',, the nomination's ; were closed. , The Chairman stated that every shareholder has the right ." /to votein person or by proxy, for the nuniber.'of shares owned by him.-, / : for as many persons as there, are to be elected; or to cumulate said shares ' and give- one candidate as many votes as .the number'Of. Directors multi-' !: plied by the number of his. shares-shall equal, or to distribute them on the same principle among as many candidates.as he-shall.think fit.. . . ' . = The shareholders proceeded to .vote on the nominees . The'- ' vote having been taken .and counted, the-nominees were found to have re-- ceived the nqmbe'r of votes set opposite their respective names: ' . . - - -' . Name' ' . - _____ _ !. . J. R. Miller . - . . .. George E. Victor " .. - - Wayne D. Neathery ; . . Number of Vote s . 33,566 . . 33,566 . -. .33,566 .' . . - The following persons , having received the highest number Of votes ,' Were declared by the. Chairman to' be the duly elected Directors of the corporation, to serve .until the next annual meeting of shareholders or .until their respective .successors are ..elected and shall have, qualified: J. R..; Miller George E. Victor. ,' - - Wayne' D..Neathery .. . - . - .; ; The Chairman then stated that the Board of Directors of the ` . Corporation,..at a special meeting of the Board , had adopted a resolution to recommend to the shareholders .Of this company that the VICTOR MANU FACTURING & GASKET COMPANY be .voluntarily dissolved on or beford^F^ August 31, 1967.' After discussion, upon motion duly, made-and seconded it was - - ' - ' RESOLVED that .this corporation shall be dissolved .; '. voluntarily pursuant to Section 76 of the Business . Corporation Act of the State Of Illinois as soon as . ..... . .. - practicable after the transfer of all of the Corpora- . . ... tion's property and.business to its sole shareholder, . Dana Corporation, a Virginia corporation, of Toledo, Ohio, and the cessation of its carrying on business - as provided in. the plan of complete liquidation pur- . suant to Section 332 (b), and the basis of property . ' received determined pursuant to Section 334 (b)(2) ,; ' . of the.Internal Revenue Code of 1954, aS amended;. ` i/Ntiid'beitV--..-v. ": ' 'I ' -I .. FURTHER RESOLVED that the. officers of this corpora- . tion be, and; they hereby are, authorized and directed to take all such steps, and to.make, execute, and . , . deliver all such contracts, documentsdeedsbills'*?.7- ' .; of sale and other instruments as they.may deem neces- ., sary or desirable to transfer all of the assets of this. . V. corporation to Dana Corporation in complete cancella- . . . tion. and redemption of the capital stock of this corpora-. . tion, and. to effect a voluntary dissolution of this . ' . corporation in accordance Vrith the laws of the State . . of Illinois; and.be it .. '! - . 7 \' ' .7.,' /' FURTHER RESOLVED that the following plan'for the ;V : . cbrapiete liquidation of the corporation be, and it ' - ... . hereby.is,.adopted: . .. . .. 1. Victor Manufacturing & Gasket Company . . shall be completely liquidated in the manner ..... hereinafter set forth. , . . 2. All assets of the corporation,' including' the net proceeds of any sales of the cor-.-. . ; . poration's properties and assetsr after ./.- payment of, or the making of suitable '. - . ; 7 provisions for, debts , liabilities and ; ^ .. . expenses of the corporation, shall be 7 .{^distributed to the corporation's sole shaire- ,.. ; v holder, Dana Corporation, a Virginia'cor- . ' poration, in complete cancellation and ' : .: redemption of all the corporation's out- . standing stock, such distribution to be . . made on or before August 31, 1967. . , V 3..-. As' soon, as practicable after the' trains- ' fer of all of the corporation's property and . business, and the cessation of its carrying on business, this corporation shall be dissolved and its corporate existence' : terminated in accordance with the laws . ... ... . ... . ... .' ^ . of the State of Illinois . . i ` :. ' . There being no further business to come before the meeting on motion duly made, seconded, and,carried, the meeting adjourned. APPROVED [Chairman