Document 5b0dQjJ8G4b6yewGgd0YLoOZe

V t: PLAINTIFF'S EXHIBIT VC/ MINUTES OF: The regular annual meeting of the Board of Directors' of SMITH & KANZLER COMPANY, a New Jersey corporation, held at the offices of said Company, S7S0 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. 19.67.,.- at 8:45 in the forenoon of said day (immediately following the meeting of the share- holders of said corporation) pursuant to the bylaws, . : The following Directors, constituting all of the .Board of Directors, were present in person: . George E. Victor . . _ ,; : * ' Wayne D. Neathery Robert M. Burns ' . The meeting was called to order by Mr. George E. Victor, who acted as Chairman of the meeting. Mr. Stanley W. .Gustafson, Secretary of the corporation, acted as Secretary of the meeting and recorded the proceedings i "` The Secretary reported that all of the Directors were present in person at the meeting, and therefore the meeting was legally constituted for the transection of business. ' . '-` .- The Chairman announced that the first order of business was the election of officers. Thereupon the following, persons were nominated for the offices of the Company set opposite.their names: " "' Robert M. Bums Albert E. Binger ' Stanley W. Gustafson Wayne D.. Neathery pS**. t a*nley W. . Gustafson,, - President - Vice President - Sales - - Secretary . - Assistant Secretary .`-Treasurer..;; . " - No further.nominations haying been;ma"de, the'nominations were closed and the Directors proceeded to vote on the.nominees. All of the Directors present at the meeting having voted and the votes having been counted, the Chairman announced that the aforesaid nominees had been duly elected to the offices set opposite their respective names by the affirmative . vote of.all the Directors present at the meeting, to serve for the term provided , in the bylaws. ; ' ' - : . The Chairman stated that the next order of business pursuant to Article V, Section 4, of the bylaws, was to fix the salaries of all officers and agents. it was After discussion, upon motion duly made and seconded,' RESOLVED that the president of this corpocatio* shall serve without compensation, and be it FURTHER RESOLVED that the'pre sident be, and he hereby is, empowered to fix the salaries for ` the remaining officers, and agents of the corporation.. ' . . .. - The Chairman stated that the officers of this company have negotiated, a SprayCraft' License Agreement with Western Chemical & Manu- factnring Company per an agreement-in-principie letter dated March 13,1367, to Western Chemical & Manufacturing Company from-Albert E. Blnger,. .. Vice President - Sales of Smith & Kanzler Company, and it is necessary for ' the- Board to ratify the- actions of the officers' in preparing this agreement. - : After discussion, upon motion duly'made,seconded,and / unanimously approved, it was . '' * ,' RESOLVED that-the actions of the officers of . this corporation in reaching a licensing agreement . for SprayCraft materials with Western Chemical & Manufacturing Company of Los Angeles, California, .be, and they hereby are,- ratified'and confirmed. . . . - The Chairman recommended that appropriate changes lnaiith- . .prized signatures bo made at the- Fidelity Union Trust Company in both the Payroll and Regular Accounts to add Albert E. Blnger as an authorized signature . After discussion, upon motion duly made, seconded, and unanimously approved, the following resolutions ware adopted: - Resolution with respect to Regular Account ' - at Fidelity Union Trust Company. Newark, New Tersev .. ; . -. .. " ..RESOLVED that Stanley W. Gu3tafson, the. Treasurer . , of Smith & Kanzler Company, is authorized and in--.. -. structed to continue a deposit account for and in the " - name of this corporation with the FIDELITY UNION' ' TRUST COMPANY in the City of Newark1, to deposit ' therein funds of this corporation to be withdrawn . until further notice in writing to said Trust Company only by check signed in the name of this corporation by Stanley W. Gustafson, Secretary - Treasurer; or I. Andrew Johnson; or John Martino; or Albert E. ' Blnger; or by promissory note, draft or bill of exchange - made payable at the said Trust Company, when signed in like manner and by the same officers. - Resolution with respect to Payroll Account at Fidelity Union Trust Company, Newark. New Jersey RESOLVED that Stanley V/. Gustafson, the Treasurer ' of Smith & Kanzler Comoanv. is authorized and in- ' striictad to open a deposit account for and In the name' of. this corporation with the. FIDELITY UNION -. TRUST COMPANY In tho City of Newark, -to deposit ' .- therein funds of this corporation to be withdrawn-.. ' . until further notice in writing to said Trust Company ' only by'check signed In the name of this corporation by Stanley W. Gustafson, Secretary - Treasurer; or ' . J. Andrew Johnson; or John Martino; or Albert E.- -- . . .. Blnger; or by promissory nota, draft or bill of ex- 1 - . - ; . change made payable at the said Trust Company; -. .. ` ,, when signed in like manner and by the same officers. . '. The Chairman-stated that the next order of business was to grant authority to the officers of this corporation to amend the SprayCraft Agreement with The Victor Manufacturing & Gasket Company of Canada; Limited . , . . ' , : After discussion, upon motion duly made- and seconded, and . unanimously.approved, it was . , RESOLVED that the officers of this corporation be, and . . . ; the/hereby are, at'their discretion empowered to . - .. amend the SprayCraft Licensing Agreement with The ^ Victor Manufacturing & Gasket Company of Canada. Limited and in whatever way necessary to continue such agreement in effect for any successors or . assigns in the event of ttie dissolution of The Victor Manufacturing & Gasket Company of Canada/Limited.- adjourned. There being no further business,' the meeting thereupon APPROVED: Secretary DIRECTORS Smith & Kanslar Company - *ag u 1 a r Ag^o un t s*u _ . Kimii.iTV I'niox Thi'st Company ,. . 1.............. tP..h.Pu..?Tk............ I.........................'............the undersigned, Secretary of , SMITH & KANZLER COMPANY . " ' ; - " . '.' ' . ' . . apecial ; ' do hereby certify that the following is a true copy of a resolution duly adopted at a regular meeting of the' Board of Directbra'of the said Corporation duly held, at' ........P.Wcag.o^^Illinbls......V.___ ____ ... on the_____ ____________.....dayof....... MfiCSfe___ _____6.7..:..,a quorum' being present,.and that the said resolution is in full force and effect at this date: ' ' " . ' ."Resolved: .that. ,,.......ta.hie.If..W.t..Gustafson......... ......... .-...the Treasurer of /.' __ ......... smith&:.KANZLEicomsanx...... ...................... ' opbn- .' is authorized and instructed to continue a deposit account for and in the name of this . Corporation with the FIDELITY UNION TRUST COMPANY in the City of Newark, fo deposit therein funds of this Corporation to be withdrawn until further notice in writing to said Trust Company only by check signed in the name of this Corporation by ....... .......Stanley. W.,..(3us.taf?.QR..... ......... ..................................................... ..........Treasurer or .. ' . . and.........J...Andrew.Johnson........ ........................................................................................ or . . ' . . and..*...... John.Martino...or...Albert.^..Bingar.,...Vice.Pr.esident.^..Sales.......;......... or by promissory note, draft or bill of exchange made payable at the said Trust Company, when sighed in like manner and by'the same officers." .The aboTe resolution is in accord with the By-Laws of this Corporation. . ' The following are the officers of this Company, elected at the meeting of the Board of Directors hei<I on the...,,.L._.1....21st.........................dayof...;.... December, 1966.; ____ ____,,__ .,,,,^^*Jd:..M...Burns....;................... President.................................... ........ ...................... ___ __________ Albert E~. Blnger........... . ......... Vic e Pres Id ent .-..S^le s ...,.......................................... ........................ Stanley;.W,...Gustafson ..... Secretary..and..Treasurer......;...................................... --- -------- f........;............... .--.... .............................................. ;........................... ;............... *......... : ............. In Witness Whereof, I have hereunto affixed my official signature and the seal of the said Corporation, this.................. .................. ..........day of...................April................................... 19.57.... SEAL Secretary Smith & Kanzler Company Payroll Agybunt' : . 3W Fuiki.itv II.niox Tnt:sT Comi'anv . . , * I,---- .-- Staplc.y.\V.,...Gus.tafs.On...,....... ............ twi.............-. theundersigned; Secretary of SMITH & KANZIER COMPANY ' " special do hereby certify that, the' following is a true, copy of a resolution duly adopted at s regular meeting: of the Board of Directors of the said Corporation duly held, at...... on the......._.....U.?.t...------ .. .day of...........March___...........X&.M.... , a quorum being; present, and that the said resolution is.in full force and effect at this date: .- "Resolved: that..........^.i.SteiJey. W;...QustBfeon.,;___..___ ...;lhe Treasurer of ............................ SMtTH..&.'KANZLEiL.C.QMPAltY.,,..,,...:........;..._........ ': open- .. . " .is authorized and; instructed'to continue a deposit account for and in the name of this . Corporation with the. FIDELITY UNION TRUSt'cOMPANY in the City of Newark,. to deposit therein funds of this Corporation to be withdrawn until further notice in writing to said Trust Company only by check signed in the name of this Corporation by ' T. AndrewJohnson ' . Tn-n.... or ' . ' ' . , -andJohn..Martlno................... ........ .................. .............................................................. _. . or- . -and-----Albert.E-Blxfer/-Vlca..pf08ident--:---Sala8-..... .................. -......................... or by promissory note, draft or bill of erchange made payable at the said Trust Company, when signed in like manner arid by the same, officers.'' - The above resolution is in accord with the By-Laws of this Corporation. . The following are the officers of this'Company, elected at the meeting of the Board of Directors held on the..'_..........2.1.day of...D.ecemhec*..135.6....; }] ' ............--__...?obdl.M..,,unis ;..-. President.................................. ....... _______________ __ ____________Albert E. Blnger __ .__ Vice President - Sales___ ............................. ........ .----------------- !....tanleY..Wt...C.U5tafs.Qn...... .... Se.cre*ary...and ..Treasurer...,_____;............... ......... T In Witness Whereof, I have hereunto -affixed my official signature and the seal of the said Corporation, this.'......-.------- ---------- -------- .......day of................April.....................................19..6.7.., seal Secretary SECRETARY* S OATH . STATE OF ILLINOIS) . ' ) SS. COUNTY OF COOK) . : ' , ' ` ` . I-, STANLEY W. GUSTAFSON, do solemnly promise, and swear that I will faithfully, impartially, .ancHustly.perform the duties of Secretary of SMITH & KANZLER COMPANY,, corporation of the State of New Jersey, according to the best of my abilities and understanding. So help me God. / SUBSCRIBED AND SWORN to before me this 21st day of March, 19S7. ` . Notary Public