Document 5beQMMRnYXB6MV473xwvkvnVR

mwLswrm*.. Minute* of a Meting of the Board of Director* of The (Hidden Co^ieny held on September 4th 1924, at lOtBO o'clock A. M. at the office of the Company,Cleveland, Ohio. The meeting was called So order by Mr, Adrian D. Joyoe, Preeldent and the minutes wore recorded by Mr. B. B. Horeburgh, Secretary, On roll oall the following directore were found to be preeent Adrian D. Joyce 0. A. Haase L. B. Willisew H. B. Baallton B. W. Levenhefeou P. L. 7. Kiting J. P. Harris B, H. Hcraburgh Tht absent member* were: E. B. Tinker Hafold T. Clark 7. A. Qlldden Howard Kiting The President called attention to the fact that our earning* for the period to August let, 1924 were eatlefactory and that the financial oondltlon of the con*any warranted the declaration of a dividend on the Prior Preference 8took of the Company, payable October let, covering the period from July let to October let. The following reeolution a upon notion duly bade and carried, adopted: RESOLVED, that a dividend at the rate of Beven per cent (7) per annum be and the tame hereby It declared upon the Prior Preference Stock of thie Company, aald dividend to Oover the period from July let,1924 to September 30, 1924, both date* inclusive, and to be payable October let, 1924 to holder* of reoord of euch Prior Preference stock r of Interim Receipts therefor, a* of the close of buelneos on September 16,1924; and EESOLYa'D, that holder* of the Seven Per oent Preferred etock of thie company who, prior to the close of business on September Ibtb, 1924, shall have corn anted to exchange euch ceven per cent preferred etock for Prior Preference stock in accordance with the resolutions adopted by thie Board of Director* on Januaiy 16, 1924 (the Ziv* for the taking of euoh VHI OUf.DEN COMPANY eoeftcn GL 0021 304 V, esv^Kwwcewui ' <Tv--'v'V -Vy/' <3v xchang# bsing herein extended to September 16,1924) Bay bo trttl M holders of reoord of Prior Preference Stock to which they will be entitled on the making of such exchange a* of April 13th, 1924, and ho permitted to participate In any dividend thlo door doclarad and tha dividend daclarad and paid duly 1st, 1924; provldad, however, that aald dividends shall hs paid to them only whan such exchange shall bs consummated; and RKflCJLVKD, that tbs officers of this company bs and they are hereby authorised to sat up such reserves and take such action as nay in their Judgment he necessary or proper in conneotlon with tha carrying out of these resolutions. 13r. Joyoe stated that a considerable amount of The Glldden Company ooa&oa stook was tied up In the namas of employees under a salas plan whareby thay had agreed to purchasa said atock at $30. par ahara. Owing to tha fact that the stock had auffarad a material decline In tha market pries, employees, during tha past two or thra* years, hava not haan willing or war# unable to sake their payments and that It wee advisable to Issue to tha employees paid stook at the rats of $30. par share for tha amount actually paid in and cancel their obligation on tha balance of their subserlptlona in order that their Morale mlgBt be maintained; and that they Bight be relieved from further lose. This would make available ai Treasury 6took approximately 214? shares of tha Common Stock of ?h* Oliddon Company. Kr. Joyce stated further that ha had acquired 6206 shares of ths Coexoon cap! tal stook of the Eueton Lead Company as authorised by the Board of Directors at tha meeting held June 28 th, 1924, and that ha eould acquire 10,000 additional a hares of the Coexoon capital atook of tha Kuston Lead Coiqpany by exchanging Glldden coexoon stock therefor on tbs basic of share for share, or one share of Glldden Prior Preference atock for eeven shares of the oonmon capital stock of ths Eucton Lead Co^any; and that ha could acquire 4792 shares, tha balance of the Cenaroon capital stock of ths Euston Lead Company, by exchanging THS CLIDDEN COMPANY Kc c o ao Bo o k . Pa o Coaster on* ehare of Olldden Prior Preference Stock for 2.8 shares of tha Common oapitfcl atook of tha Eueton Land Company. Mr. Joyce pointed out fur that that tha manufacture of White Load would round out our manufacturing facilities and offered an excellent oppor tunity for making large profit*. Tha dlreotore diecueeed tha matter from all angles and were of tha earn# plnlon aa Mr. Joyce relative to the purchase, hut expressed the opinion that itaould not he advisable to letue additional Oommon stock of The Glldden Coagieny In oxoeee of the amount to he secured from the cancellation of employee* obligations * Thereupon, on motion duly node and carried, the following resolution was adopted: WHEREAS, the dlreotore at a meeting held June 28, 1921, authorised the purohaa# of five thousand two hundred and eight shares of the ceraten capital stock of the Xus ton Lead Corpsnyj and WHEREAS, an attractive proposition has keen aeoured by Ur. Adrian D. Joyoe, President, for the acquisition of the remaining common Capital stock of tha Buston Lead Company amounting to fourtaan thousand, aeven hundrod ninety-two sharss, without nominal or par value, ly exchanging therefor approximately two thousand one hundred forty-seven (2147) share* of The Ollddon Company common capital stock, to ho acquired from str^loysss, and approximately two thousand sight hundred thirty-two (2832) share* of Olldden Prior Preference Btock; anl WHEREAS, the acquisition of the Euston Lead Company will round out the manufacturing facilities of The Olldden Company, THEREFORE, EE IT RESOLVED, that this company purohas* the balance of the common capital stock of the Button Lead Coupaiy amounviue to fourteen thousand seven hundred ninety-two (14,792) shares by exchanging therefor approximately two thousand one hundred forty-seven (2147) shares of Olldden Company cowaon capital stock and approximately two thousand eight hundred thirty-two (S832) shores of Olldden Company prior preference ctook; and /' RESOLVED, that the balance due on employee* notes covering the purchase of stock at thirty dollars ($30.)per share be cancelled and that even shares of Clldden Conpany coemon stock be Issued to employees on the bails of Thirty Dollars ($30.; per share, in exchange for the money which they have paid to date, and that if any employees have paid in more than enough to acquire even shares that such employees be requested to pay *n additional amount sufficient to make up even shares, - the stock secured by thq cancellation to be used for tha purpose of acquiring an equal anaunt of the coemon Oapital stock of the Euston lead Conparp on tha basis of share for share; and THt GLIDDtN COMPANY Rirowo (l&Olt, CowBfCT '/; v V:'^/ RESOLVED, that Ths Union Truet Corqpany, stock transfer agent of this company, bn and hereby ia inetructed to ieeue prior prafaranca took In the amount of approximately two thousand wight bundrad thirty-two (3832) ahwaa in tha namo of Adrian D, Joyce, to be utad for tha purpose of making tha exchange above referred to, tha exaot amount to ba determined when all tha employee* cotmon atook note* have bean adjusted. BS IT TURT1ER RESOLVED, that tha officer* of the Company ba and hereby are authorised to do all things naoeaaary to carry out and complete the exchange above referred to. Ur. Joyce explained that Ur. V', O'Brien, manager of our Chemical & Pifiysnts plant, had perfected a new process for the manufacture of Super-11 thopone, at our plant at 8t. Bslsna and that he had applied for the neoeeeary patents to proteot the prooees, these to be taken out In the nasse of tha company. Ur. Joyce stated further that the product manufactured by this a prooass le equal to the well know product "Titanox* manufactured under a different process by ths National Lead Company and that it would ooet approximately $16,000. to equip the St. Helena plant to manufacture this 8uper-lithopone. thereupon, a . motion was duly made and carrlad authorizing an axpendlture in the amount of $16,000. for the purpose of equipping ths lithopone plant at 8t. Helena to manufacture Super-lithopone. Ur. Joyce read ths following bulletin which he proposed to asnd out announcing the placing of sales under the general direction of Ur. 0. A. Hasse, Vice-President; manufacturing under the direction of Ur. R. 1. Levenhagen, Vice-President and adding budgets and expenses, etc. to the present duties of L'r.R. H. Horsburgh, Secretary and Treasurer. BULLETIN* "In anticipation of a largely 1noreased business for our next fiscal year, we have been planning on allocating the important work of the Executive Department in such a manner that each important division of the THE OLIDDEN COMPANY Rccoeo Boon Wa s * Co:;tCT #*C-UCr**v organisation will receive the efficient direction of a certain executive. Accordingly, In dividing the work It has born arranged that Mr. H. H. Horsburgh, Treasurer, will, in addition to his regular duties, have supervision of the Department of Budget* and Expenses. Mr. 0, A. HatVice-President, will have entire direction of the Bales and Distribution of The (Hidden Company and rahsidlarles. Mr. Hates will, therefore, he responsible for prices, sales contracts, and all natters pertaining to distribution of Manufactured products. Mr. R. W. Lerenhagen, Vice-President, will have entire direction of manufacture for The (Hidden Company and Subsidiaries. Mr. Levenhagen will alto have wder hie direction the matter of purchasing, stockkeeping, and the coet end profit reports of the organisation. Mr. Hamilton Allport will act as my assistant and have general dlreotion of our auxiliary companies, such as the Euston Load Company and The Chemical & Pigment Company, Inc. a success.* I bespeak your cordial cooperation in shaking this plan Mr. Joyce pointed out that he felt that thee# changes would greatly improve the efficiency of our organisation. The directors after considering the setter, moved that the plan be approved end that Mr. Joyce be directed to send out the bulletin. Mr, Horsburgh then submitted the following resolution which was, on notion duly made and carried, adopted: WHEREAS, Mrs. Helen H. Welle has advised this company that interim receipt of the prior preference stook of this company for two end 32/lOC shares, has been lost, and WKEREA8, told Mrs. Helen H. Wells desires to secure a duplicate of this interim receipt and has consented to the exchange of said interim receipt for permanent certificate cf Prior Preference Stock and scrip, NOW THEHEPOKK BE IT RESOLVED, that the Transfer Agent f this Company, The Union Trust Conpary, be and it hereby it authorised to issue to Mrs. Helen H.Weiis, certificate for two shares of the Prior Preference Stock of this Company and scrip certificate for $32. upon the deposit with a *v> :t ti. VMS OUOOCN COMWAtW frtCORb C*C>K *ACI CO*RtCT G l D 0 21308 (iwnun aid transfer agent of a surety bond in the Bum of Four Hundred Dollar* ($400.00) In fom aatiafnctory to osld transfer agent. !ir. Hor*burgh explained to the r-ieavlr^, that alnce the leat meeting additional old preferred Btock had baan exchanged for prior preference stock and that tha outstanding preferred stook could ba reduced to alx hundred and thirty (C30) aharea. Thereupon the following resolution waa made, aacondad and unanimously adopted: WHEREAS, tha authorised capital a took of thia Company at the preaent time con*lata of 436,100 aharea of which 960,000 aharea la Coiaoon atock without par value; 7i>,000 aharea of the par value of One Hundred. Bollare ($100.00) each la Prior Preference atock and 1100 share* of tha par valua of On# Hundred Dollar* ($100.00) each la designated aa Preferred atock, all aa act forth In tha Certificate of Reorganisation of The Gllddan Company filed In tha office of the Secretory of State on December 30th, 1819, Volume 36, Pago 352 of tha Record* of Incorporation*, as amended by Certificate of Amendment filed January 19,1924. in Volume 305, Page 165 of tha DacorAa of Incorporation*, aa raduoad by Certificate of Reduction filed April 17,1924, In Volume 309, Page 253 of the Record* cf Incorporation*, aa further reduced by Certificate of Reduction filed July .1924, Volume 314, Page 77 of tha Record* of Incorporation*; and WHEREAS, of tha 1100 shares of Preferred atook autllorlaed, 470 aharea have bean acquired by tha company for tha purj-oao of redemption and ratireciantj uni WUEREAS, it la tha daalra cf the. cor.putv to reduce lta authorised capital etook by the number of there* *o aoquirad for redemption end retirement; IDT, THE-STORK, PR IT RESOLED that tha a aid 470 share* of the Preferred atock ehall be cancelled and shall not be ralatued; and RE IT FURTHER RESOLVED, that the authorised preferred capital atock ba and the some i* hereby reduced from One Hundred Ter. Thousand Dollar* ($110,000.00) divided into 1100 aharea of the par valua of 0n Hundred Dollar* ($100.00) each, to Sixty Tnree T:iouar.d Dollar*, (:'63,000.00) divided into 630 aharea of the yur v^luo of One Hundred Dollar* ($100.00) aach;and ** * %>* Mfr ** ' ***** VMS GLIDDLN COMPANV Rteor> Bo o k r*ei C<h *c t GLOO?1309 icm*** KEf'OLVED, that the Preeident or Vice-Preeident, and th* Secretery, or ^eeietant Secretary of thie Company bt> end they ere hereby euthorittd end directed to make end file e proper certlficet* of thi* action with the Secretary of State of the Etute of Ohio. There being no further hue!nee* to come before the meeting, it wee on lootion duly made end seconded, edjourned. Hit < -t ti *a THr ClIODtH COMPANY Ric o w d Bo o k . Ra o GL[)0? j3j0 Co k k k c t ~ *4tTA*V