Document 91OvnmjK0Kjd1vkEmzzREEN65

The President, Mr. Cornelius P. Kelley, acted aa Chairman of the moating. Tha Mlnutaa of tha Moating of tha Board of Directors haid on Octo ber 24, 1934 were read and approved. Tha Chairman praaented to tha meeting a Statement of Ret Income and a Statement of Ret Current Assets, estimated aa of Ootober 31, 1934, which, on motion duly made and seconded, were approved and ordered placed on file. On motion duly made, aaconded and carried. It was RESOLVED: That tha execution of the following contract ha, and the same la hereby ratified, approved and confirmed: B. R. Richards and B. B. Richards and International Smelting Company, dated August 7th, 1934 - uead Ores and Lead Concentrataa, period - August 7, 1934 to and Includ ing August 6, 1935. There being no further business before tha Board, on motion duly mada and seconded, the meeting adjourned. ----.-------- ---------- Secretary. A Special Meeting of the Board of Directors of IRTEHRATIOHAii SMBjTTHS COMPART, a Montana corporation, was hold at Room 1801, Ho. 25 Broadway, Borough of Manhattan, City, County and State of Hew York, on Prlday, December 21, 1934, at 3:00 o'clock in the afternoon, pursuant to waiver of notice. Thera were present tha following: Messrs. C. P. Kelley Frederick Laiat William Wraith Robert B. Dwyer D. B. Henneasy j being a majority of the directors and a quorum for the meeting. The President, Mr. C. P. Keney, acted as Chairman, and Hr. D. B. Henneasy, Secretary of the Corporation, acted aa Secretary cf the meeting. The Secretary presented to tha meeting a written salver of notice I thereof duly signed by ail the directors, and was ordered to file the same with ! the minutes of the meeting. The following Is sold waiver: N11083 INTERNATIONAL SfEiTITO COMPAMY lflTr of Notice of Special Mooting of Board of Dlroctore The undersigned, being ail the Director* of INTERNATIONAL i SlfHiTIKO COMPANY, a Montana corporation, do hereby waive any and ail notice whatsoever of the time, place and purpose of a special meetltm of the Board of Directors of said corporation, and do hereby fix Fri day. the 21st day Of December, 1934. t 3:00 o'clock In the after, noon, as the time, and Room 1801, No. 25 Broadway, Borough of ManI hattan. City, County and State of New York, as the place for the | holding of said meeting, the purposes of said meeting being as fol lows/ 1 i (1) To consider and take action upon a proposal for the acquisition by this Corporation, In exchange for shares of Its capital stock and debentures, of all of the Issued and outstanding shares of stock of Raritan Copper Norka, a New Jersey corporation, and International liead Refining Company, an Indiana Corporation; and to con sider and pass uppn a faro of agreement between this cor poration- and Anaconda Copper Mining Company, a Montana corporation, providing for such acquisition; (2) To consider and take action upon a proposal to amend the Articles of Incorporation of the Corporation So as to (a) change Its authorised capital stock from shares of the par value of $100 each to shares of the par value of $75 each; (b) change Its name from International Smelting company to International Smelting and Refining Company; and (c) change the number of its directors from five to seven; (3) To call a special meeting of stockholders of the Corporation to consider and take action upon the foregoing Amendments to the Articles of Incorporation of tha Corpora tion; and (A) To consider and take action upon any and ail other matters Incidental or necessary to the foregoing and upon any and ail rnthar mat'tbfs -which say properly coma before said meeting or any adjournment or adjournments thereof. Dated: December 21, 1934- C. R. Kelier Robert B. Dwyer Frederick ,,alet Wm. Wraith ______ D. B. Honnoasy Tha Chairman presented to the melting a tazm of agree ment between the Corporation and Anaconda Copper Mining Company, a Montana corporation, providing for the tranefer and dailvery by said Anaconda Copper Mining Company to this Corporation, of all of the Nil083.02 189 lesued an.1 outstanding ahares of capital stock of the Raritan Copper Works. a Raw Jersey corporation, and of International uead Refining Company,, an Indiana corporation. In archar.ee for the debentures and shares of the capital stock of this Corporation. The Secretary was ordered to insert a copy of said agreement In the minutes of the meeting. The fonowlng la said agreement: AGREEMENT made this 2ist day of December, 1934, by and between INTERNATIONAu SMEiiTING COMPANY, a Montana Corporation (hereinafter referred to as International), and ANACONDA COPPER MINING COMPANY, a Montana corporation (hereinafter referred to as Anaconda), WITNESSETH: In consideration of One Dollar (#1) and other valuable considerations. It la agreed by and between the parties hereto as follows: 1. Anaconda agrees to deliver and transfer to International (a) ail of the outstanding shares of Raritan Copper Works, a Hew Jersey Corporation, con sisting of 20,000 shares of preferred stock of the par vai.ua of $25 aach and 40,000 ahares of common stock of the par value of #25 each. In exchange for #6,000,300 principal amount of i5-year 6)1 debentures of International, hereinafter referred to, and 27,600 shares of the capital stock of International of the par value of #75 per share; and (b) ail of the outstanding shares of International uaad Refln- 9 lng Company, an Indiana corporation, consisting of 7,500 shares of the par value of #i00 each. In exchange for #2,000,000 principal amount of said debentures of International and 2,400 shares of the capital stock of International of the par . value of $75 per share- international agrees to accept said shares of Raritan Copper Works and International uead Refining Company and lsaue debentures and shares of its stock as above provided and In accordance with the provisions of this agreement. 2. International shall aa soon as possible amend its Certificate of Incorporation so aa to change the par value of its stock from $100 to #75 per share, the number of shares of stock of International now authorized being 150,000 ahares, of which 120,000 shares are now outstanding. 3- The debentures above provided to be issued by International shall - be dated aa of December 15, 1934, shall be Issued under an Indenture of the same date to Guaranty Trust Company of New York, as Trustee, shall mature December 15, 1949, shall bear Interest at the rata of 6)1 per annum payable aeml-annuaiiy on p*rcooo F.U. R. E. D December June 1.5 and September 15 In each year, and ijihail bo limited to an aggregate principal amount of <10,000,000, to be Issued lh denom inations of <1,000 and #10,000 and multiples thereof. The inden ture shall contain provisions for the redemption of the debentures at 101< of the principal amount thereof and accrued Interest and such other provisions as are usual in securities of such character, which provisions Shan be subject to the approval of Anaconda. 4. As soon as practicable International shall notify Anaconda when It Is prepared to issue to Anaconda the securities to be Issued to It in exchange for ail of the shares of stock of said Raritan Coppar Works and international uead Refining Company, and thereupon said shares of Raritan Copper Works and International -iead Refining Company shall bs delivered to International upon de livery by it to Anaconda of the debentures and shares of Its stock to be delivered as above provided. IK WITNESS WHEREOF the parties hereto have caused this Instrument to be duly executed as of the day and year first above written. C.S. Attest: INTERNATIONAL SUE-TINO COMPANY BY Frederick balst "Vi'ciPFro sTdeht D. B. Hannessy Secretary. C.S. Attest: ANACONDA COPPER MININil COMPANY BY Robert E. Dwyer Vice-President D. B. Hennesay Secretary. After general discussion, on notion duly made, seconded and adopted. It was unanimously RESOLVED, that the agreement between this Corpora tion' and Anaconda Copper Uinlng Company, a Montana corpora tion, In the form presented to this meeting., providing for the transfer and delivery by said Anaconda Copper Uinlng Company to this Corporation, of an of the Issued and outI standing capital stock of Raritan Copper Works, a Hew Jersey | corporation, and International bead Refining Company, an Indiana corporation. In exchange for the debentures and shares of capital stock of this Corporation in the respectlvo amounts sat forth In said agreement, bo and tha gams hereby Is in all respects approved and the proper officers of this Corporation be and they hereby are authorized and directed to execute and deliver said agreement and to do any and all acts and things which may be neces sary or advisable to carry out said agreement and fully effect the transactions therein provided. 181 The Chairman stated that in order to carry out the provisions of the agreement between the corporation and Anaconda Copper (lining Company, it would ba necessary that the Articles of Incorporation of the Corporation be amended so as to change its authorized capital stock from shares of the par value of <100 per share to shares of the par value of $75 each, and that it was advisable for the Corporation to change its name to International 8meitlng and Refining Company, and to increase the number of its directors from 5 to 7. Thereupon, on motion dury made, seconded and adopted, it was unan imously RESOLVED, that the Board of Directors of this Corpora tion deem it advisable that ths Articles of Incorporation of this Corporation be amended in the following respects; (a) That Article 'SIXTH* of said Articles of Incorporation be amended to read as follows: 'SIXTH: Ths authorized capital stock of tha Corpora tion shall be Eleven Million two hundred and fifty thousand Dollars ($11,250,000), divided into One hundred and fifty thousand (150,000) shares of the par value of $75 each. The one hundred and fifty thousand (150,000) shares of capital stock of the par value of $100 each which the Corporation has heretofore been authorized to issue are hereby changed into shares of the par value of $75 each. " 'The stock of this Corporation shall at all times be non-assessable.* and further RESOLVED, that tha Board of Directors deem it advisable that the Articles of Incorporation of this Corporation be further amended in the following respects: (a) That paragraph 'FIRST* of said Articles of Incor poration be emended to read as follows: 'FIRST: The name o'f tha Corporation is IHTERHATIOKAu SMHj TTHS ah d r ef t h is s c o mpan y . * (b) That Article 'FIFTH* of said Articles of Incorporation be amended to read as follows: "FIFTH: The number of Directors of ths Corporation 9hail be seven (7).* and further RESOitVED, that a special meeting of the stockholders of this Corporation be and the seme hereby is called to be held at the office of the Corporation in the Hennessy Building, City of Butte, County of PNYC00006231 192 if i Sliver Bow, State of Montana, on Monday, the 21st day of January, 1935, at 11:00 o'clock in the forenoon (or. If tha holders of an. the issued and outstanding capital stock of the Corporation shall, waive notice of such nest ing and consent in writing, to the aforesaid amendments of said Articles of Incorporation, then at such time as such stockholders nay designate) to consider and take action, upon the foregoing resolutions land.the Amendments of the Articles of Incorporation Of the Corporation therein set forth; and further RESOLVED, that the proper officers of this Cor poration, if the stockholders approve the foregoing amend ments, be and they hereby are authorized and directed to make, execute, attest, acknowledge and file such certifi cate or certificates .setting forth such amendments, rnaks such payments and do any and all other acts.and things which may be necessary or desirable to, be done under the taws of the State of Montana, or otherwise, to give fun effect to the foregoing resolutions and the amendments of the Articles of Incorporation as provided there lr.. The Chairman, stated that in order to carry out the afore said agreement between the Corporation and Anaconda Copper (lining Company, it would be necessary to create an issue of debentures as thsrsln provided. After discussion, on motion duty made, seconded and adopted, it was unanimously RESOuVED, that the proper officers and counsel of this Corporation be and they hereby are authorized and directed to prepare, as soon as practicable, a form of in denture, and forms of debentures .to be issued thereunder, from this Corporation to Quaranty Trust Company of Hew fork, as Trustee, providing for an issue of $10,000,000 principal, amount of debentures having tha provisions referred to in the agreement between this Corporation and Anaconda Copper Mining Company, approved at this meeting, and to submit the same to the Board of fiireetors for consideration and approv al. On motion duly made, seconded and adopted, it was unani mously RESOuVED, that Ur. ffaltsr 3. Martin be appointed a Vice President, and Mr. D. D. Kent, an Assistant Secre tary and Assistant Treasurer, of this Corporation, with power in each esse limited to the signing of the fifteenyear debentures of this Corporation authorized at this meeting and certificates representing shares of stock of this Corporation. There being no further business, the meeting adjourned. Secretary. PNYC00006232 133 A Special Meeting of the Stockholders of International Smelting Company, a Montana corporation, was held at the office of the Corporation, in the Hennessy Building in the City of Butte, Sliver Bow County, State of Montana, on Saturday, the 22nd day of December* i934, at eleven o'clock in the forenoon. pursuant to ceil by the Board of Directors and waiver of notice and consent to the holding thereof signed by the holders of ail the issued and outstanding capital stock on the record of this meeting; Mr. D. 0. Stivers was chosen and acted as Chairman, and Mr. D. M. Kelly, Assistant Secretary of tha Company, was chosen and acted as Secretary of the meeting. Proxies having been called for and presented, and tha roll having teen caned, the Chairman stated that the number of shares of tha capital stock of the Corporation which ware issued and outstanding was 120,000, and that the following named holders of such stock, holding the number of shares set opposite. their respective names, were represented by proxy at the meeting, which said proxies were filed with the Secretary of the Corporation, to wits Same of Stockholder Ham# of Proxy No. of Shares Anaconda Copper Mining Company Cornelius P. Keney Frederick ualst Robert E. Dwyer William Wraith David B. Hennesay D.M. Kelly, D.G. Stivers D.M.Keny, D.G.Stivers D.M.Kelly, D.G.Stivers D.M.Kelly, D.G.Stlvars D.M.Keny, D.G.Stivers D.M.Keiiy, D.G.Stivers Total, 119,993 1 i 1 1 3 120,000 being the holders of an tha Issued and outstanding capital stock. The Secretary presented to the meeting a written waiver of notice thereof and a consent to the amendments of the Articles of Incorporation of the Corporation, as amended, as set forth in said waiver, duly executed by the holders of an the issued end outstanding capital stock of the Corporation, which was and is filed in tha office of tha Corporation, and which said waiver and consent was in words and figures as follows, to wit: "iNTERNATIOHAb SMEuTING COMPANY "Waiver of Notlca of Special Meeting of Stockholdars "The undersigned, being the holders of ail the Issued and outstanding stock having voting power of INTERNATIONA^ SMEuTING N11083.03 V , , ,.| ... --yr-T =:'ji pNVC000062 COMPANY, * Montana Corporation, do hereby waive any and ail notice whatsoever of tha time, place and purpose of a special meeting of the stockholders of said Corporation, and do hereby fix the office of the Corporation, in the Hennessy Building, In the City of Butte, Montana, as the place, and: the 22nd day of December, 1934, at 11 o'clock. In the forenoon as the time, for the holding of said meeting, the purposes of said meetIre being as follows: "(1) To consider and take action upon a proposal to amend the Articles of Incorporation of the Corporation so as to (a) change Its auth orised capital stock from shares of ths par value of 4100 each to shares of the par value of 475 each; (b) change its name to "International Smelt ing and Refining Company'; and (c) change the number of Directors from five (5) to seven (7); "(2) To approve and authorize the creation and, issue of 4i0,000,00C principal amount of debentures to be Issued under an Indenture from this Corporation to guaranty Trust Company of New York, as Trustee; "(3) To consider and take action upon any and an business incidental or necessary to the foregoing, and upon any and ail other business which may properly come before said meeting Or any adjournment or adjournments thereof; and the undersigned, as the holders of ail of the Issued and outstanding capital stock of said Cdrporatlon. do hereby consent to the foregoing amendments of the Articles of Incorporation of the Corporation and the creation of said Issue of debentures as hereinbefore set forth. "Dated: December 21st, 1934. (Corporate Seal) ATTEST: ANACONDA COPPER MININS COMPANY, ByC. P. Kelley __________________ ~ President D. B. Hennessy ~ secretary C. P. Keliey Robert E. Dwyer Frederick ualst Rn. Wraith i 1 "' __________ D. B. Hennessy. * The Secretary presented to the meeting a certified list 1 ! 6f the holders of the capital stock of the Corporation at the close PNYC000Q6234 of business on December 21, i.954, and was ordered to file the aam^ with the 195 minutes of the meeting. It appeared therefrom that an of the Issued and outstanding capital stock of the corporation, to wit, 120,000 shares, was present and represented by proxy at the meeting and that more than two-thirds, to wit, ail, of the Issued and outstanding capital stock of the corporation had filed In the office of the Corporation their written waiver of notice of and consent to the holding of this oeetlns and to the proposed amendments to the articles of incorporation of the Corporation, as amended, mentioned In said waiver and consent hereinbefore set out. Stockholders present at the meeting by proxy thereupon signed the following waiver of notice of and consent to the holding of this meeting and consent to the proposed amendments of the articles of Incorporation of this corporation, as amended, In the particulars specified In the waiver of notice hereinoefore set outJ ffe, the undersigned, owners and holders of ail of the .capital stock of the International Smelting Company issued and outstanding, appearing by proxies and attorneys, do hereby ar.d hereon waive any and an notice of and consent to the holding of this special meeting of the stockholders of this Corporation at this time ar.d piace for the objects and purposes set forth in our waiver of notice, which is embodied In these minutes and made a part hereof, and do hereby and hereon consent to the proposed amend ments of the articles of Incorporation of this Corporation, as amended, in the particulars set forth In said waiver o- rotice. Anaconda Copper Ulnlng Company By 0, M.Kelly and D. S. Stivers_____ ' Its proxies, representing A19993 shares. C. F. Keliey By D. tf. gelly and r>. s. Stivers Hie proxies, representing one share. _________ PHY 19C ! Frederick balst By 0, H. mi?and 0. 8. Stivers Hi* proxies, representing one share. Robert E. Dwyer_____________ By D. M. Kellyand i D. a. Stivers His proxies, representing one share. ______ William Wraith 1 By 0. U. Kellyand ; D. 3. Stivers_________ ______ Mia proxies, representing one 1 share. | ______ David B. Hennessy i I By--JUJL.JS$Uy.4nd i j D. 0. Stivers I Hia proxies, representing j three shares. | The Chairman stated that the Board of Directors of the j Corporation, at a Special Meeting held December 21, 1<?54, had approved an Agreement between the Corporation and Anaconda Copper Mining Company providing for the transfer and dailvery by said Anaconda Copper Mining Company to this Corporation of an of the outstanding shares of stock of Raritan Capper Works, a New Jersey corporation,, and. International uead Refining Company, an Indiana corporation. In exchange for the debentures and shares of the capital stock of this Corporation. The Secretary was ordered to file a copy of said Agreement with the Minutes of the meeting. Thereupon, on motion duly made, seconded and adopted. It was unanimously PNtC00006236 189 Issued and outstanding shares of capital stock of the Raritan Copper Works, a Hew Jersey corporation, and of International uead Refining Company, an Indiana corporation, in exchange for the debentures and shares of the capital stock of this Corporation. The Secretary was ordered to insert a copy of said agreement In the minutes of the meeting. The following is said agreement: AGREEMENT made this 21st day of December, 1934, by and between INTERHATIq h Au SMELTING COMPANY, a Montana corporation (hereinafter referred to - as International), and ANACONDA COPPER MINING COMPANY, a Montana corporation (hereinafter referred to as Anaconda), WITNESSETH: In consideration of One Dollar ($1) and other valuable considerations, it is agreed by and between the parties hereto as follows: 1. Anaconda agrees to deliver and transfer to International (a) ail of the outstanding shares of Raritan Copper Works, a Hew Jersey Corporation, oon: slating of 20,000 shares of preferred stock of the par value of <25 each and 40,000 shares of common stock of the par value of 125 each, in exchange for $6,000,000 principal amount of i5-year 6% debentures of International, hereinafter referred | to, and 27,500 shares of the capital stock of International of the par value of ; $75 per share; and (b) ail of the outstanding shares of International uaad Refin ing Company, an Indiana corporation, consisting of 7,500 shares of the par value i of $100 each, in exchange for $2,000,300 principal amount of said debentures of \ International and 2,400 shares of ths cepltai stock of International of the par i value of $75 per share. ! j International agrees to aecspt said shares of Raritan Copper Works j and International uead Refining Company and issue debentures and shares of its | stock as above provided and in accordance with the provisions- of this agreement. 2. International shall as soon as posslbls amend its Certificate of Incorporation so as to change the par value of Its stock from $100 to $75 per ! share, the number of shares of stock of International now authorized being I 150,000 shares, of which 120,000 shsras are now outstanding. | 3- The debentures abovs provided to be Issued by International shan r be dated as of December 15, 1934, ehall be issued under en Indenture of the same date to Guaranty Trust Company of Nsw York, as Trusts#, shall mature December 15, J 1949, shall bear interest at ths rate of 6% per annum payable semi-annuaiiy on pNrC00006237 RESOLVED, that the Agreement between this Corpora tion and Anaconda Copper Mining Company, In the form presented to this meeting, providing for the transfer and delivery by said Anaconda Copper Mining Company to this Corporation of all of the outstanding shares of capital stock of Raritan Copper Works and International uead Refining Company, in exchange for shares of the capital stock and the debentures of this Corpora tion, in the respective amounts set forth in said agreement, be and the, same hereby Is approved, and the proper officers of this Corporation be and they hereby are authorized and directed to do any and axi acts or things which may be necessary or advisable to carry out t,he terms of said Agreement, and to fully effect the transactions therein provided. 11 The Chairman also stated that under the provisions of said agreement It would be necessary to amend the Articles of Incorporation of the corporation so- as to change the shares of its authorized capital stock of the par vaiue of $100 each to shares of the par value of $75 each; and that it was also advisable to change the name of the corporation from 'International Smelting Company" to "Intarnationax Smelting and Refining Company", and to' change the number or Direc tors from five to seven. Thereupon the adoption uf the following resolution was regularly moved and seconded: RESOLVED, that it is deemed advisable, and the stock holders of this Company do hereby vote In faror of amending the Articles of Incorporation of the Corporation in the following respects: (a) That Article FIRST of the Articles of Incorpora tion of this Corporation be amended to read as follows: "FIRST: The name of this Corporation is International Smelting and Refining Company." (b) That Article FIFTH of the Articles of Incorpora tion of this Corporation be amended to read as follows: "FIFTH: The number of Directors of the Corporation shall be seven (7)-" (c) That Article SIXTH of the Articles of Incorpora tion of this Corporation be amended to read as follows: "SIXTH: The authorized capital stock of _ . the Corporation shall b Eleven Million two hun dred and fifty thousand dollars ($11,250,000), divided into One hundred and fifty thousand (150,000) shares of the par value of $75 each. The one.hundred and fifty thousand (150,000) shares of capital stock of the par value of $100 each which the Corporation has heretofore been authorized to Issue .are hereby changed Into shares of the par value of $75 each. "The stock of this Corporation shai-i at ail times bo non-asaessabie." PNYC00006238 meeting. 2( Th President, Mr. Cornelius F. Kelley, acted sa Chairman of the Tha Chairman stated that pursuant to the Agreement dated December 2i, 1934 between the Corporation and Anaconda Copper Mining Company, the Corporation had acquired all of the issued and outstanding shares of capital stock of Raritan Copper Works and International ^ead Refining Company in exchange for shares of tha caoitai stock and the debentures of the Corporation as therein provided. On motion duiy made, seconded and adopted, it was unanimously RESOliVED, That in the opinion of this Board of Directors it is advisable that Raritan Copper Works, a New Jersey corpora tion, and International uead Refining Company, an Indiana corpora tion, wholly Owned subsidiaries of this Corporation, be dissolved and that the assets of said corporation be taken over by this Cor poration subject to their respective liabilities; and further RESOliVED, That the proper officers of this Corporation be and they hereby are authorized and directed on behalf of this Cor poration to execute such proxies or powers of attorney and/or consents to dissolution shd to do any and ail other acts or things which may be necessary to effect the dissolution of said Raritan Copper Works and International bead Refining Company. On motion duly made, seconded and adopted, it was unanimously RESObVED, That the proper officers of this Corporation be and they hereby are authorized and directed on behalf of this Cor poration, and under its corporate seal, to make and file such cer tificates, reports or other instruments as may be required by law to be filed in the States pf New Jersey, Ohio and Indiana in connec tion with the qualification or licensing of this Corporation to do business as a foreign corporation in said states or in any state, territory or dependency of the United States or in any foreign country in which any offlSer of this Corporation togathar with tha President or Vice-President of this Corporation, shall find It neces sary or expedient for thle Corporation to be authorized to transact business. On motion duly seconded and carried, the follewlng resolution was by unanimous vote duly adopted: RESOliVED, That The Dima Savings Bank Company, Akron, Ohio, he and it hereby is designated a depository of the funds of this Company, and it is hereby authorized, until otherwise ordered, to recognize the withdrawal of funds on checks of this Company signed by any two of the following persona: Li. . Duncan, General Superintendent J. F. Clark, Assistant Superintendent of Plante K. A. Parka, . Cashier W. Kibble. 3On motion duly seconded end carried, the following resolution was unanimous vote duty adopted: -i } X 62^ O*xcocoo