Document 71ajVj6oKL9mk34eg0EQR4QyE

ICWTtS Of TB* ACTUAL PIRBCTORS' Vgrrem Cr t h k o l ippeit co'ffAtfY. HELD OTT JAWiRt 33.19&. . Minutes of the Regular Annual Meeting of the Board of Directors of The Olldden Company, held nt the offloe of the Co pnny, Cleveland, Ohio, at 11 o'clock A.Li. on Thursday, January 22, 1925, pursuant to coll and notice, "he meeting was called to order and presided over by Ur. Adrian D. Joyce and Ur. R. H. Horsburgh recorded the minutes as Secretary. On roll call the following members were found to he present: Adrian D. Joyce 0. A. Basse R. K. Horsburgh R. If. Levenhagen U, B. Sur ich Harold T.Clark J. P. Harris P, L. ?. Biting B. K. Hamilton Howard Biting constituting a majority of the Board, The absent mecJbers were: X. B. Tinker and L. B, TTilliams. (Ur. Hlllinme arrived at the meeting at 12 o'clock.) The Directors then took the oath of offioo and were duly cworn in as members of the Board for the enduing year. Upon motion duly made, seconded and unanimously carried, the reading of the minutes of the previous meeting was dispensed ' with. The Chairman then stated that the first thing In order was the election of the officers for the ensuing year and that nominations wore in order for President. Kr. Adrian B. Joyce was duly nominated for the office of President. This nomination was duly seconded end there being no further THK OUDDKN COMPANY StseosD Wooic. Pa s s Coaster mw$;. nominations a motion was made and seconded that the nominations bo closed and that the Secretary be instructed to cast the unanimous ballot of all directors present for the election of Ur. Adrian P. Joyce, as President. This motion ms carried unanimously. The President then announced that nominations Tore in order for the office of Vice-President. Ur. 0. A. Hae.se was duly nominated for the office of Vice-President. This nomination was duly seconded and there bdog no further nominations a motion was made and seconded that the nominations be closed and that the Secretary be instructed to cast the unanimous ballot of all Directors present for Kr. O.A. Haase as Vice-President. This motion vae carried unanimously. The President then called for nominations for the office of Vico-Pro silent. Ur. P. V. Levenhagen was duly nominated for the office of Vice-President. Thle motion was duly seconded and there being no further nominations a motion was made and seconded that the nominations be closed and that the Secretary be instructed to cast the unanimous ballot of all directors present for Ur. R. V. leTenhagen as Vice-President. Tills motion was carried unanimously. The President then called for nominations for the office of Secretary-Treasurer. Uv. R. H. Eorsburgh r&s duly nominated for the office of Secretary-Treasurer. This nomination was duly seconded and there being no further nominations a motion was made and seconded that tlie nominations be closed and that the Secretary be instructed to cast the unanimous ballot of all directors areeeat for Ur. E. H. Horsburgh, as Secretary-Treasurer. This motion was carried unaninoucly. THC QLIODEN COMPANY (u c o a o Woos. Pa * Coaster t The Secretary-Treasurer, Mr. R. H. Horsbur*}) then stated that Mr. 0. W. House had been acting ac Assistant Secretary during the past year and that he doomed it advisable to continue this appointment. Whereupon, on motion duly made and Bccondod, the following resolution was unanimously adopted: MR. SOY W. HOUSE - ASSISTANT SECRETARY. RESOLVED that Mr. Quy w. House be and hereby it rc-appolnted as Assistant Secretary of the Co mpany, to hold office during the pleasure of the Board, he to hare authority on behalf of the company to sign and countersign checks and to sign stock certificates. Mr. Roreburgh stated that he also believed it advisable to again authorize the signature of Mr. F. W. Power as Assistant Treasurer, to sign payroll checks, sign and countersign other checks of the Company end also to sign stock certificates. Thereupon, on motion duly made and seconded, the following resolution was unanimously adopted: MR. ?. W. POTTER - ASSISTANT TREASURE!'.. RESOLVE!, that Mr. F. T. Power be and hereby it re appointed Assistant Treasurer of the Company, to hold office during the pleasure of the Board and be authorized to use this designation of Assistant Treasurer only for the purpose of signing payroll checks, signing and countersigning other checks and signing stock certificates of the Company. The Secretary then stated that he believed it advisable to continue the authorization of Ur. H. F. Tilllane as Special Vice-President, in order that Ur. Williams my sifji stock certificates, and use the title "Vice-President" in connection with hie soles rork. Whereupon, on motion duly made, seconded and unanimously carried, the followin'1' resoluti on me adoptee: MR. H. E. WILLIAMS - SPECIAL YICP-PRESIDEUT. RESOLVED, That Ur. H. F. Williams be and hereby is re appointed Special Vice-PreBident, to act as such during the pleasure of the Board, and he authorized to use the designation of Vico-President for the purpose of signing stock certificates end in connection with his soles work. THE OUDDEN COMPANY Ri Co k d Is m. Pa m Cn mc t The Secretary also stated that he believed it advisable to continue the appointment of Mr. Clifton M. Eolb ae Assistant Secretary for the ensuing year* Whereupon, on notion duly made, seconded and unanimously carried, the following resolution wae adopted! MR. CLIFTOR ll. EOLB - ASSISTANT SECRETART. RESOLVED, T.iat Mr. Clifton !!. Eolb be and hereby is re appointed Assistant Secretary, to act as such during the pleasure of the Board and be authorized to use the designation of Assistant Secretary only for the purpose of signing and countersigning checks and signing stock certificates. The Secretary advised that Mr. Richard 0. Finley had decided to exchange fifty shores of Glidden Stores Cocrpany preferred stock, which he held, for fifty shares of Qli&den Company prior prefermeo stock If the same was agreeable to the directors. Whereupon on motion duly made, seconded and unanimously carried, the following resolution was adopted! WHEREAS, Richard G. Finley has agreed to exchange Fifty (50) shares of the Preferred stock of The Glidden Stores Company, an Ohio eorporrtioa, for Fifty shares of Prior Preference stock of The Glidden Company, share for share; and WHEREAS, it is for the best interests of The Glidden Co-pany to malic euch exchange; THEREFORE, BE IT RESOLVED that this Company exchange Fifty (5C) chares of ite Prior Preference stock for Fifty (50) shares of the Preferred etock of The Glidden Stores Company, standing in the name of Richard G. Finley; and FURTHER RESOLVED, that the Off leers of this Company be and they are hereby authorized to do all things neccBsary to complete said exchange. The President stated that he had been unable to adjust the purchase of the Afterthought mine in Shasta County, California, on the bneie of the original proposition, but that he ;<ad secured a contract providing for the purchase of the nine on a contract basic by paying a royalty of One Dollar (tl.OC) GL DO 21329 THE OUODEN COMWANV Rccose Bo o k . Bu i CMtlCT ' . r- ^ per ton for ore mined. The Directors discussed the inatVor and felt thnt the contract as finally negotiated by the President was entirely satisfactory. Whereupon, on motion duly made, seconded and unanimously carried, the following resolution ms adopted! WHEREAS, The Directors at a meeting held on loveriber 20th, 1924, approved a proposition submitted by the President relative to the acquisition of a large body of oro known as the Afterthought Mine located in Shasta County, California; and WHEREAS, the president was not able to close the proposition on the terms outlined but was able to secure another contract dated December 9, 1S24, providing that the Afterthought kine shall become the property of the purchasers after the payment of $600,000. from oro mined at the rate of $1.00 per ton; that certain buildings and machinery located on the premises he lKvjediately delivered to the purchaser; and that a trswray be erected by the purchaser, to become the property of the seller in case of deficits sad WHEREAS, said contract dated December 9, 1924 is benefioial to the Company in the opinion of the Direotore, THEREFORE, BE IT RESOLVED, that the contract entered into on December 9, 1924 between Adrian D. Joyce and Torest P Tralles for the purchase of the ATTERTHOUGHT HIKE located in Shasta County, California, he taken over by this company and that a corporation he formed in the 8tate of California to carry out the terms of the srrae; and RESOLVED that the Company assume the liability of Adrian D. Joyct on a nute for $80,000. given December 9, 1924 and due June 1, 1925, as a part of said contract; and RESOLVED, that this contract be substituted for the contract dated November 7, 1924, and that the officers be and they are hereby authorized to do all things necessary to carry out the terms of the agreement. The President reported that the earnings of the Company warranted the payment of the regular quarterly dividend on the Prior Preference Stock payable April 1st, 1925, Whoreupor., on motion duly made, seconded and unanimously carried, the following resolution rts adopted: RESOLVED, that a dividend, at the rate of seven percent (7) per annuo be and the sane is hereby declared upon the Prior Preference stock of this Company, said dividend to cover the period from January 1. 1925 to liarch 21, 1925, both dates inclucivo, and to be payable April 1st, 1925 to holders of record of euch Prior Preference Stock or of Interim Receipts therefor as of the close of business on linrch 15, 1925; and THE OUDDKN COMPANY Sic o m Bowl Sa m Co s ms c t  V ; mf ;. * v * RESOLVED, that the Officers of this Company he and they are hereby authoriied to set up such reserves and take such action as may in their judgment he necessary or proper in connection with the carrying out of this resolution. Ur. J. F. Harris, Chairman of the Committee a-uointed for the purpose of considering the advisability of refunding the First Mortgage Bonds dated September 1. 1921, reported that after going into the matter carofully the committee decided that it vould not he wise to attempt to refund the bonds until after the annual report had been submitted to the stocldiolders and the public generally. After the annual report had heen submitted the committee again considered the matter and found that the annual report had heen received with hearty approval by the hankers and all parties interested and that market conditions were satisfactory for bringing out an Issue of First Mortgage 6^ Serial Cold Bonds in an amount sufficient to retire the present 8^S bonds and expenses. The Committee therefore recommended that the 8jf bonds be refunded. IJpon motion duly made and curried, the report of the com.T.ittee was unanimously adopted. The Secretary reported that there were two hundred forty- four (24/) shares of old preferred stock outstanding. The owners of sixty shares of this had agreed to make the exchange into prior preference stock, leaving one hundred eighty four (184) shares of preferred stock for which consents have not been received. He stated further that every effort had been made to get the holders to exchange but t!nt they had refused to do so, noither would they consider offers for their stock. In view of the fact that it will be necessary to have the consent of of the holders of the old preferred stock in order to THE OLIODEN COMPANY Ric mb Bo o k , Wa o s Co a a k t ' s' ' V refund the 8^ bonds it was deemed advisable to clve the Treasurer the right either to call or purchase the remaining preferred stock outstanding. * Whereupon, on motion duly made and seconded, the following; resolution was unanimously adopted: BISOLYED, that The Olidden Company, in accordance with the provisions of the certificates evidencing its preferred capital stock and Its certificate of re-orgsAisation and amendments thereof, hereby elects to redeem on the twenty-eighth day of February, 1925, all of sail Preferred stock outstanding on Bald date, and. hereby directs tbe Secretary of the Company to give notice by letter and by publication as required by said certificate of reorganisation, of its election to redeem such stock on February 28th, 1925, upon the presentation and surrender of the certificates evidencing such preferred capital stock, at the principal office of The TJnion Trust Company, the Company's Transfer Agent, So, 919 Euclid Avenue, Cleveland, Ohio; sad RESOLVED, that the Treasurer of this Cocpany be and he is hereby authorised to arrange for the depoflt of sufficient funds with The Union Trust Company on February 28th, 1925, to accomplish the redemption of such outstanding stock on said date at the redemption price thereof, to wit; 105ji of the par value thereof, plus accrued and unpaid dividends; and RESOLVED, that the Treasurer of this Company be and he is hereby authorised prior to said 28th day of ?ebruary,1925, to purchase at public or private sole the whole or any part of SRid outstsndlng preferred stock for the purpoae of redemption or retirement, at such price or prices, not in excor..' of such redemption price, ns he tuny be able to agree upon with the holders of such stock; and RESOLVED, that when said stock shall have been redeemed as aforesaid, or funds deposited with The Union Trust Company sufficient to accomplish such redemption, the officers of tkle Company be and they are hereby authorised end directod to file a certificate of redaction of the preferret capital stock with tho Secretary of State, all as heretofore authorised by the stockholders of this Company at their meeting held on the 18th day of January, 192*;. The Secretary stated that a resolution should be passed calling the First Eortgage 8 Oold Bonds of the company for retirement Uarch 1st, 1925, in accordance with the Indenture, thereupon, on notion duly made and seconded, the following resolution was adopted: THE OUDDKN COMPANY fttcows Book Wa s * Cmmc t IHSOLVED, that Tho Glidden Conpnny, in accordance with the previsions contained in its First Mortgage b Sinking Fund Gold Bonds, dated September 1, 1921, and iBsued under its mortgage or deed of trust dated September 1, 1921, to The Union Trust Company and Grover E. Hull of Cleveland, Ohio, as Trustees, and Isaac H. Orr, as Co-Trustee, and also as provided in said mortgage, hereby electB to pay and retire on the first dry of March, 1925, all of Bald bonds now outstanding, aggregating $2,870,000. of principal, and hereby direct* the Treasurer of the Conapaay to give notice of its election to bo pay and redeem said bonds as provided in said mortgage or deed of trust, and 'hat the Treasurer of this Company be and he is hereby authorized to arrange for the payment of said bonds on March 1st, 1925, at the redemption price of said bonds set forth therein and in said mortgage, to-wlt, 10? of par sod accrued interest; and BESOLTEU,' that said Trustees be and they are hereby requested, when all of said bonds are redeemed or the redemption price thereof and interest shall have been deposited with the Corporate Trustee for the redemption of such of sold bonds as shall not have been presented for redemption on March let, 1925, to cancel and discharge said mortgage or deed of trust; and RESOLVED, that tho officers of this Company be and they are hereby authorized and direoted to take such stops and do such things as may in their judgment be requisite, proper or convenient to accomplish the redemption of such bonds and comply with the terms of said mortgage and said bonds with respect thereto, and that all action heretofore taken by such officers relative thereto be and it hereby is ratified and approved. The Secretary pointed out that a resolution was necessary authorising the issuance of First Mortgage, 6$ Serial Gold Bonds, for the purpose of securing funds to refund the First Mortgage 8Jj Gold Bonds. Whereupon, on motion duly made arid seconded, the following resolution Was unani mously adopted! WHEREAS, this Board is of the opinion that it is to the interest of this Corparvy to refinance at this tine all of the outstanding bonds of the issue of September 1, 1921; HOW, THEREFORE, BE IT RESOLVE!', that for the purpose of procuring funds for such purpose, subject to the approve!, of stockholders, r.s required by the certificate of re-organication of the Co.roa.ny and amendments thereof, the President.or Vice-President and Secretary or Assistant Secretary of this Company be, and they hereby are, authorized and directed to proceed with the preparation of plans for the creation r.nd sale of an Issue of coupon bonds of this corrpany to an eggregate amount not exceeding Three Million Dollars ($3,000,000), end to report to this Board for final approval c b soon ac they are ready to do bo . THE OUDDZN COMPANY MOOM BOOK. Pa m GL D021333 Co s mc t and that all steps heretofore token by such officer* with respect thoreto are hereby ratified and confirmed. The President stated that the contract between The Blidden Company and the fictional Barium Corporation, which had been assumed by The Sotional Bnrlum Company for supplying The Blidden Company with ore at $8.00 per tan had expired end that tho market price of barium ore was above the contract price and probably would be for sometime to come owing to the fact that the available supply of barium ore was closely held and controlled. Be pointed out thatThe national Barium Company owned or had leases and options covering supplies of ore in Tennessee and California, which would be adequate for the demands of The Blidden Company for at'lenst twenty years and that the stockholders of The national Barium Oompaay were willing to turn over their holdings to The Blidden Company at cost to them, plus interest for the time their money )iad been invested. Since some of the directors wsre stockholders in the fictional Barium Company it was considered advisable that the matter be referred to a Committee of disinterested directors for consideration. Upon motion duly made and carried the proposition was referred to a committee of four disinterested directors for investigation and reccjmendation. Tho President appointed the following directors as a Committee J. P. Harris, L. B. Williams, Harold T. Clark and p. L. T. Biting. The President stated thnt an arrangement nigjit be made covering the sale of the land and buildings owned by the Huston Loan Company and the leasing of the same by The Blidden Company so that the bond issue of $200,OOC'. now appearing on the Btatemont of The Blidden Company could be eliminated. Upon motion duly made and carried, the President was authorized to negotiate with THE OUDDEN COMPANY ftCOOMP ftOOK. CAM Gl 0021334 .. C0MSCT fexv. the owner of the bonds of the Fuston Load Co.-pony on tha has la of securing oil the boride for :,150,000. cosh and leasing tho property to The (Hidden Company for on amount sufficient to cover the charges for interest on the investment taxes, upkeep and amortisation of bonds. Ur* 0. A. Basse submitted & proposition which had been received from The Proctor and 3cmble Co-pany and tho Andrew Jergena Company relative to Billing their soap products throu^i four of the retail atorea operated by The Olidden Co.mpany and three retail atorea which they would open in Cincinnati, Hamilton and Dayton, Ohio. The plan called for the division of expenses on an equitable basis and the distribution of the Colloidal-Soap Cleansers of The Olidden Company. This arrangement also will undoubtedly increase the paint Bales of The Olidden Company. After considering the matter carefully the director* upon motion duly made and carried, approved the proposition and the officers were authorised to do all things necessary to carry out the plan. The Secretary advised that it would bo necessary to pass a resolution increasing the borrowing limit from $350,000. to $400,000. with the Kells Fargo Bon': and Union Trust Company, San Francisco, California, since said bonk had agreed to increase the co:jpany*s line of credit to that extent. Whereupon, on notion duly made and seconded, the following resolution was unanimously adopted! RESOLVED, that this corporation, hereinafter called the malier, borrow money from time to tine of Wells Fargo Bank A Uhion Trust Company, hereinafter called Bank, the amount thereof not to exceed the aggregate at any one time the sum of Four Hundred Thousand ($400,000) Dollars, and that either the President or Vice-President, togethor with the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of the maker are heroby empowered to execute it* THE OLIDDEN COMVANY ncM Bo o k . I*a m Coweser promissory note or notes therefor to said Bank for all such wums borrowed, upon such terms as tnny ho agreed upon by said officers or agents of the maker and said Bank; that in cnee the ranker pays any such note or notes, the maker is authorised thereafter again and as often as the tnaloer may roqueet any or all of said sura of Four Hundred Thousand ($400,000) Dollars to borrow the same, or any part thereof and the said officers and agents of the maker are authorised to execute the note or notes of this corporation therefor in manner aforesaid, this resolution constituting a continuing authority therefor on behalf of the maker; all notes so executed for money borrowed or in renewal of such notes which may I have been delivered to said Bank prior to the receipt by it of written notice of the termination of the authority hereby conferred shall be binding upon the maker. And the said officers or agents of the maker are hereby enqpowered furthermore to pledge as security for the payment of any or all of such notes, any part of the assets of the maker upon such terms and under such agreements as nay be roquired by the Bank and agreed upon between such persons and said Bonk, which said agreements said persons are hereby empowered to execute on behalf of the maker, and said persons in behalf of the mater are also authorised to discount or rediscount with said Bank the bills or accounts receivable of the maker and to renew extend or modify at any time any sad allobligations of the maker for moneys borrowed as aforesaid* The powers and authorities hereby given shall continue until they shall havo been revoked by the maker and a formal written notice of said revocation shall have been given to said Bank. KKS0LYED, further, that the delivery ofall promissory notes and/or any other evidences or obligations of indebtedness of the mater by any of its officers or agents heretofore made to said Bank and the delivery of any and all assets of tho maker heretofore pledged by any of its officers or agentc to secure payment thereof and all collateral security agreements heretofore made by the maker through nay of its officers or agents or said persons with said Bank be and the same are hereby ratified, approved and adopted as the act or acts of the ranker. RESOLVED, that the secretary of the mater be and he is hereby authorized and directed to deliver tc the said Bank a copy of these resolutians properly certified by him. THS OUDDKN COMPANY meoMB moon. Pa m Cq a n s c t Mr. p. 1. y. Biting mentioned the sudden death of Ur. Charles P. DuPont, mrrnrer of the Few Tork Office, and his lone end faithful service with the Adams and Elting Co: pray and The Glldden Company, Whereupon, on notion duly node and seconded, the folioring resolution was unanimously adopted: WHEREAS, the late Mr. uharles P. DuPont has for a number of years given faithful and efficient service ne Uanager of the Few York branch of this Company, and whereas the Board of Directors deem it advisable that some suitable expression of the sentiments of the Company be made to the widow of the late Charles P. DuPont, S* IT, THEREFORE RESOLTED, that Ur. P. L- I. Xlting and lir. 0. A. Haase are hereby appointed a committee to communicate to the said Mrs. Charles P DuPont the sincere sympathy and eondolence of the President of The Olidden Company, its Board of Directors and the entire personnel for the loss of the late lamented Charles P. DuPont. There being no further business to come before the meeting it was on motion duly made and seconded, adjourned*