Document 933gwOM4p8J5Rp9edJR3LVVZe

35 :n t r n C:-862065 =4=; =es an ac o n d a l e a d p f o d u c t s ca:.f?py MiS'dtas ,,aL'.Special Meeting of Board of Directors. A special meeting of the Board of Directors of jv-iADOiTA LEAD PP.0DDCT3 CQUPANE, a Delaware corporation! was held at Boom .1300, So. 25 Broadway, New York, S. ., on Wednesday, October 23th, 1936, at 12 o'clock nobn. There were present the following: Bobert E. Dwyer Frederick Leist D. B. Hennessy James Dickson being a majority of the directors and a quorum for the meeting. Hr. Robert E. Dwyer, President, acted a3 Chairmen, and sir. D. B. Hennessy, Secretary of the corporation, acted as Secretary of the meeting. The Secretary presented a written waiver of notice for the meeting and was ordered to file the same wlt.i the minutes of the meeting. Following is such waiver: PNYCQ0008317 ^C: 4S622S2 The Chairman stated that International Smelting and Refining Company, the owner of all the shares of capital stock of this Company, had adopted a plan for the liquidation of this Company which in volved its dissolution and the transfer and distribu tion of all its assets and properties to said Inter national Smelting and Refining Company in complete cancellation or redemption of ell the stock of this Company. Thereupon, on motion duly made and seconded, it was RESOLVED, that the plan of liquidation of thi3 Company adopted by International Smelting and Refining Compeny, the owner of all the shares of capital stock of this Company, providing for the dissolution of this Company and the distribution and trans fer of all its assets end properties to its stockholders in complete cancellation or re demption of all its stock, be and the same hereby is approved and adopted; and further RESOLVED, that in the Judgment of this Board of Directors, it is deemed advisable and most for the benefit of this corporation that it should be dissolved, its affairs liquidated, and its assets and properties transferred end distributed to its stock holders in complete cancellation or redemp tion of all its stock; and further RESOLVED, that a special meeting of the stockholders of this Corporation be and the same hereby is called to be held at Room 1300, No. 25 Broadway, New iork, N. Y. on November 19, 1936, at eleven o'clock in the pNtcooooa318 h-12'-'39 :a-. :3:-k CC ~.~Z~ "S3 :n t r n C: <*862062 845: =;a forenoon (or if the holders of ell the issued and outstanding capital stock of the Corporation having voting power shall waive notice in writing of said meeting, then at such tine and such place as said stockholders may designate) to consider and vote upon said proposed dissolution and liquidation of the Company and the distribution and transfer to its stock holders of all its assets end property in complete cancellation or redemption of all its stock; and the Secretary be and he hereby is authorised and directed to cause such notice to be given to stock holders of such meeting ta shall be re quired by the laws of the State of Dela ware and the By-laws of the corporation. There being no further business the meeting adjourned to reconvene upon the call of the President. /Q---a r^.r. T_ Secretary. Pure OQoa3l9 95 .'DiuPCD =>_32P "S3 :n t s TEL m(3: 4992062 =d=: ANACONDA LEAD PRODUCT S COMPA.TY '*'?l.vej of Notice of Special Meeting of.Oirectora. The undersigned, being all the Directors of ANACONDA LEAD PF.0DUCD5 COYPANY, a Delaware corporation, do hereby waive any and all notice whatsoever wheiher required by law or the By-laws of the corporation, of the time, place and purpose of a special seating of the Board of Directors of said corporation, and do hereby fix Wednesday, the 23th day of October, 1936, at twelve o'clock noon, as the time, and Boom 1300, No. 25 Broadway, New fork, N. y,, as the place for the holding of said meeting, the purpose of said meeting being (1) to consider a proposal to dissolve the corporation, liquidate: its affairs and distribute and transfer all of its assets and property to its stockholders in complete cancellation or redemption of all the stock of the Company; (2) to call a special meeting of the stockholders of the Company to consider and vote upon such proposed dissolu tion, and (3) to consider and take action upon any and all other matters whioh may properly come before said meeting. Dated, October 28th, 1936, PNYC00008320 ?JN-12-'9S :*: 52 :D:-RC3 =_.SZa '*SG INTS 'C .-486226; =;2 ANACONDA.. LEAD PF-ODOCTS COMPAQ Minutes of_ggeclal Meeting .of Stockholders. A special meeting of tne Stockholders of AMACOiiDA LEAD PRODUCTS COM-AilT, a Delaware corporation, was held at Room 1300, No. 25 Broadway, New York, N, Y., on Wednesday, the ?.3th day of October, 1936, at two-thirty o'clock in the afternoon. Mr. James Dickson, acted as Chairman, and Mr. D. B. Hennes3y, Secretary of the corporation, acted as Secretary of the testing. A list of tne stockholders of the Corporation, arranged in alphabetical order and containing the names end addresses of such stockholders and the number of shares of Capital Stock of the Corporation held by them respectively, which had teen prepared and certified to by the Secretary of the Cor poration, was presented to the meeting, ?hom such list it ap peared that there were issued and outstanding and entitled to vote at the meeting 13,650 shares of Capital Stock of the Cor port ti on. The Secretary presented a written waiver of notice duly signed by the holder of all of said stock and was ordered to file the same with the minutes of the meeting. Proxies having been celled for and presented and the pNYC000Qe32L rail having been called, the Chairman stats; that Inter national Smelting and Refining Company, th9 holder of all one Issued and outstanding Capital Stock of th* Corporation v=3 represented at the meeting by Its proxies and attorneys in-fact I'essrs. Janes Dickson and VY. K. Daly. The Secretary examined the list of stock holders and the proxies presented to the mesting end the qualifications of stockholders present in person or repre sented by proxy end advised the Chairman that all those stockholders hereinbefore stated to be present in person or represented by proxy at the meeting were entitled to vet thereat. The Chairman announced that International Smelting and defining Company, the owner of all the stock of the Company, had adopted a plan of liquidation of this. Company **hich involved its dissolution and the distri bution of its assets and property to said International Smelting and Refining Company in complete cancellation or redemption of all of the stock of this Company. The Chairman presented and read to the meeting the minutes of a speclcl meeting of the 3oarc of Directors held October cs, 1S56, approving and adopting s'dd plan. - After discussion, the adoption of the folio ring resolutions was regularly moved and seconds': pN'fC.00008322 ruN-is-'BS i-i; 53 s*SG :n t 3 *:4862062 RESOLVED, that the stockholders of this Corporation do hereby approve end adopt the plan of liquidation of this Corporation ap proved. and adopted by the Board: of Directors of this Corporation: and by International Smelting and Refining Company, the owner of all its capital stock, as set forth in the minutes of a special meeting of the Board of Directors.of this corporation held October 28, 1936i presented to. this meeting; and further RESOLVED, that the stockholders of aBaCOHDA LEAD PRODUCTS COuPAIJY do hereby Consent that a dissolution of the Corporation shall take place, end do hereby authorize, empower and direct the proper officers of this Corporation to exe cute any and all documents end to cause such action to be taken as may be necessary to effect the dissolution of the Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware, and further RESOLVED, thet said officers be and they hereby are authorized and directed to liquidate the Corporation and to distribute arid transfer all the assets and property of the Corporation to its stockholders in complete cancellation or redemption of all its stock upon surrender of the certificates representing said stock. Ballots having been prepared, the stockholders voted by ballot on the foregoing resolutions, and the Secretary having canvassed the votes so cast, reported that the nolders of 13,650 shares had voted in favor of and the holders of no shares had voted against the adoption of said resolutions. pNtC0000S3^ 14: 34 s l PZP n 'S3 CN--R -EL `n*C 40E20S2 The Chairman then announced that, es the holders of all of the Issued and outstanding capital stock of the Corporation were present in person or represented by proxy at the meeting and had voted in favor of the adoption of the foregoing resolutions, said resolutions were adopted. The Chairman then stated that, in accordance with the General Corporation taw of .the State of Delaware, it would be necessary that holders of all the issued and outstanding stock, represented by proxy at the meeting, hav ing consented to the dissolution of the Corporation, should also signify such consent by executing a written consent to dissolution, a copy of which the Secretary presented to the meeting. Thereupon, said stockholder represented by proxy at the meeting, executed such consent to dissolution. There being no further business, the meeting on motion duly made, seconded and carried, was adjourned. PNYC00008i2it '39 I*: 54 :-;i2RCC ~-PZP ^*SG CNTR n C;4S62362 345; =;s A"ACOaDA LEAD Pf.3rJC?3 COM?;JJY LI.33L._QF. .STOCKHOLDERS - .OCTOBER 1936. -oOo- Hals IKT* FICTIONAL S12XTIHG AiiD REFIaTwG COUPON* No. of Shareq 13,650 Certified Corrects Secretary PHYC0C008325 n O ' 410S2262 AMCQKDA LEAD PRODUCTS CONTPAIfY SValver of .Notice .at Special Meeting .of Stockholders The undersigned, being the holder of til the issued and outstanding Capital Stock of ANACONDA DEAD PRODUCTS COMPANY, a Delaware corporation, does hereby waive any and all notice whatsoever whether required oy law or the By-laws of the corporation, of the tine, place and purpose of a special meeting of the stockholders of said.Corporation, and do hereby fix Wednesday, the 2Sta day of October, 1936, at two-thirty o'clock in the after noon, as the time, And Room 1800, No. 25 Broadway, New York, N. as the place for the holding of said meeting, and consents tha t such business be transacted thereat as may law fully come before said meeting, including but without limitation thereto, a proposal to dissolve the corporation, and to authorize the distribution and transfer of all the assets and property of said Corporation to its stockholders in complete cancellation or redemption of all its stock; ana the undersigned does hereby agree and consent to the dis solution of said Corporation. Dated, October 28th, 1936. INTERNATIONAL SKEIIINO AND REFINING COMPANY ATTESTt By. Vice President PNYC0Q008326 ,-12-'=9 14: =6 :3:4PC3 =U-3ZP "SB CNTR NC: <1662262 a n a c o n d a l e a d p r o d u c t s c o mp an y KNOW ALL HEN BY THESE PPXSHCS, that the undersigned, a stockholder of ANACONDA LEAD PRODUCTS COMPANY, a Delaw?re corporation, does hereby constitute and appoint JAMES DICKSON,, D. S, riENNESSY and ?'. IT. DALY, or any one or all of them, or their or ills substitute or substitutes (power of substitution being hereby given) the true and lawful attorneys and proxies of the undersigned for and in the name, place and stead of the undersigned, to attend a special meeting of the Stockholders of Anaconda Lead Products Company, to be held at Boom 1300, No. 25 Brcedr.-fy, New York, N. Y., on the 28th day of October, 1936, at two-thirty o'clock in the afternoon, and any adjournment or adjournments thereof, and at such meeting;, or any adjournment or adjournments thereof, to: action behalf of the undersigned in (a) voting shares of the capital stock of Anaconda Lead Products Company owned by and standing in the name of the undersigned in favor of the dissolution of said Anaconda Lead Products Company, and the adoption of a resolution authorizing the distribution and transfer of all the assets and property of said Company to its stockholders in complete cancellation or redemption of all its stock, (b) signing t> consent to the dissolution of said Company, ?nd (c) transacting such other business as may properly coma before the meeting, as fully as the;* under sighed could do if personally present thereat, hereby ratifying all that all: or any of the said attorneys or proxies, or any substitute or sub stitutes, may do by virtue hereof; a majority of said attorneys and proxies, or their substitutes who shall be present end act at the meeting (or if only one shall be present and act, then that; one) snail nave and may exercise all the powers nereby conferred; and the undersigned stockholder hereby consents In writing to the dissolution of said Anaconda Lead Products Compsny riTNESS the hand end seal of the under signed, this 23t.i day of October, 1936* in t e r n a t io n a l s mel t in g an d r e f in in g c x ::-.,::y ANACONDA LEAD PRODOC?S COMPANY SBSSUl HMlftBiL .of Bb*rd of Directors as Trusty A special meeting of the Board of Directors as Trustees in Dissolution of Anaconda Lead Products Company, a Delaware corporation, wes held at Room 1300, No. 25 Broad way, Borough of Manhattan, City, County and State of New fori:, on Saturday, the 31st day of October, 1936, at 10:30 o'clock in the forenoon. There were present the following: Messrs. Robert E. Dwyer D. B. Hennessy James Dickson being a majority of the Directors and Trustees and a quorum for the meeting, Mr. Robert S. Dwyer acted as Chairman end Mr. D. B. Sennessy acted as Secretary of the meeting. The Secretary presented to the meeting a written waiver of notice thereof and was ordered to file the same with the minutes of the meeting. Following is such waiver: PNYC00008328  14 ; syaZP MS3 CNTR rE_ n C:4S5eSa mcom u s ad pf .o c u c .I3 .coapm !i2S,tLJlL faUM Jtt fiMSta\ Mfi9tiflg..,a Scepd ^ Pirnt^-g i Mt mu m.ifl.PtMam.UgB' The undersignedj being ell the. Directors and Trustees in Dissolution of Anaconda Dead Products Company, a Delaware corporation, do hereby waive any and all notice whatsoever, of the time, place and purpose of a special meeting of the Board of Directors as Trustees in Dissolution of said Corporation, and do hereby fix Saturday, the 31st day of October, 1936, atlOiSOo'clock in the forenoon as the tins, and Boom 1300, No, 25 Broadway, Borough of Manhattan, City, County and State of Hew York, as the place for the holding of saii meeting, the purposes of said meeting being, to liquidate said Corporation, and transfer and distribute all of its assets and property to its stockholders in complete cancella tion or redemption of all ita capital stock, and to consider and take action upon any and all other business which may properly cone before said meeting. Dated, October 31, 1936, pNtC0008329 -4XZT PCP '<s5 n c :jeesesa S4S1 =21 Th Chaim:! r;'vised the meetin;; thit st a special meeting of the stockholders of the Company held on October 2, 19CS, resolutions hid been unanimously adopted approving end adopting the plan of liquidation of the Comp'_',y previously adopted by the Directors and authorising the dissolution of the Company and the distribution of c\ll its assets in complete cancellation or redemption of all its stock. Th9 Chairman advised the nesting that a Certificate of Dissolution hod been filed in the office of the Secretary of State of Delaware on Ootober , 1823, me the Corporation was nor; dissolved. The Chairman stated that it s in order to consider a resolution author!zing the distribution of ill of the assets and property of the corporation to the ovaier of all its Capital Stock, Inter national Smelting end Refining Company, a montane corporatiai, in pursuance of the pirn of liquidation of the Coup my approved, by the stockholders, A balance sheet of'the Coupcoy as of the close of business on September 30, 1936, was submitted to the meeting end was ordered filed .`.ith the minutes. Thereafter, on notion duly made end seconded, the following preamble a-d resolution irere unanimously adoptedi hHSRSAS, the stockholders of tills Company voted to dissolve the Corporation and have authorized the distribution of sll the assets of the Company in complete cancellation or re demption of all its stock sni said dissolution has now'become effective, PNTC00008330 RZSOLVED, that pursuant zo authority of the stockholders of this Coup ?r.y riven r.t a special meeting duly called and held on October S3, 1938, and in accord;.nee ita the glan of liquidation heretofore adopted, the proper officers of this Corporation be and they hereby are authorized end directed to liquidate the Con..any and to distribute end transfer all the assets and property of the Cosy say to the ov.r.er of ell its stool:, International Scsiting and'Refining Coap^iy, a hcutan* corporation, in couplets cancella tion or, redemption of all the stock of the Con..any upon surrender of the certificates representing said stock. umsd. There being no further business, the ceeti Ae Secretory. T> ,0000 6331