Document BR3XKpJEVqVJEXNLZbqYLN4g8

MihUtes of' Meeting of SMCDTI^ll COMMITTEE "held Wednesday, November 30,- 1941, at 11; 10 o'clock A...M.............__ .. Messrs, M&ptfbp,, Bupley, Csresqb<3:!, M^rpop, .Si^qn, 5|arshow, and Wildner ('if.. &? |'.:'''ienj}|0]3;r Eecr'et^yl'" __ 'I '' ' . . PRESENT 3Y IIJVITATIOJi;' Messrs,' Robertson and(|eid IJppn motion, the following applications for appropriations were duly approved! $ 2,500,00! 35,76619^5 2,658.52? 2,006oCQs . 1,7^6*56! 3 i 615,00-5 104s000001 2s3Stt.-#0? Contribution: Contribution to South Amboy Hospital. Baroid.Sales Division: Replacement Trucks, Richwoods Washer, Washington County, Missouri. Morris ?.,Kirk. & Son. Inc.: '67-Ton.Cast Steel Stsnd-by 'Kettle for -Lead Softening Department-. 'Master Metals Inc.: Roots.RCS Rotary Positive Blower, 'Pacific Coast Branch: 194? Chevrolet Special Tudor Sedan. ''.Titanium Division - -St. Louis Plant: Repainting Exposed Steelwork in Limestone Plant. Titanium Division - St. Louis 'Pigment Plant: Purchase of Limestone- Supply, Titanium Division - Savreville Plant Repairs to Ho!. 2 Vacuum Pump, Pigments Department, Repairs to Building Roof at Precoat Filters, Washing Section, Upon separate motions duly made and-.seconded, the':folXowing resolutions were each urhnipoasiy adopted! RESOLVED, That the President or a Vice Presidsetti of this Company he. and he hereby is -authorized and directed to make, execute, and deliver in the name of and on behalf of this Company, that certain Deed quitclaiming to Cola . Shepard and EuMe ;!# Shepard, , husband .and wife, the -oil and `gas rights appertaining to 4' thoafe certain premises situated in Crook County', State of Wyoming, as in said Deed more -particularly described; and that the Secretary or Assistant Secretary of this Company be and be hereby is author ised and directed to affix the seal of this Company to said Seed and to attest the same, : RESOLVED! JJhat the Manufacturers Bask & Trust Company of St. Louis, Missouri, as a designated deco sitary of this corporation be and it hereoy is requested, authorized and* directed to honor all checks, drafts or 'other' orders for the payment of money draws in this corporation's name on its account maintained under the style of HATI0BAL E&D C0MPMY, TITAI'IIM DIVTSIOIT, PAYROLL AGC0UITT (including those drawn to the individual order of any person or persons whose names appear thereon as signer or signers thereof) '0O0^U-i3fl4 I ' EE-2270 I I I 3 j -I___ _ (WMimiW O0!#ilJ5iE: Hoveiaber 30 s 19^9-) whpn. hearing or purpsyMpg.- t<? 'qe^x the facsimile. signatures of-' A. #, 'g|!t|tB;eta.aX.S;' ;isimplsagxt|:.aaft:''Qw 4|0 .lipench,'- CM?' .due -ot them): and the Manufacturers Bank l Srast Company shall he n~ titled to' honor. and, to| charge: qprphpafipB ftt stich. checks, drafts. or e> fipiepi. ofdpbd fir. the- ppyheitib. pf' money., regard- ,leps. p by .Wftpm or by wShaji;: .thgi qr pdrnbpfed. 'facsimile signature- or!'jisignsi.tii!x0: eto, if gp^if .faciSMailei' signhthhe! py SiJhht^'^h Xfe:slpml|l;fe.:' the- '|'|tc;siinf%'; speci- _ mphs ro.|Htime tp t^e fhied' w|h!f'!ii|ih |)M*ia|ap:1|wi| eys '$p%. &, Tinst: fejipa^r by the' Secpejfapy' hr h;ti^|g.'|pf'^'i;ce^:, qf^this airpqratfdh''an&; ' Ilhhi- all prpviqufl \aufhorlza- tipns for- the signizjjgfard^N^^ deft$ or other orders for,, the payment of' ;& Trust Cpmparjy-ity this cor^oratiipn are hereby continued in full force and effect as 'amplified tiehehy? - EBSOLfSSE^ That thus Mercantile-Commerce Bank & Trust Compans?- of St. Louis., MSisspupi, as eg designated depositary of this corporation he and it heiely is .requested, authorised and directed to honor all cheeks, drafts of-other orders! for the payment of money drawn in this corporation's pamei on- its account maintained under the style of MTlOlTAlTLEAD CGlfPilfi, tlTAjlldl'-f DITlSilOH, SPECIAL ACCOTJIT (includ ing those drawn to the individual order of any person or persons whose names appear thereon as signer or signers thereof) when bearing or pur porting to bear the 'faedisfLld signatures df A* W. Schnepman .or A. Hi Blanckaert (either one of them); and the Mercantile-Commerce Bank & Trust Company shall be .entitled to honor -and to charge this! corpora tion for all such checks, drafts or other orders for the payment of moneys regardless of by whom, ox- by what means the actual or purported facsimile signature or signatures thereon may have been affined thereto, if such facsimile signature or signatures resemble the facsimile speci mens from time to time filed.with the Mercantile-Commerce Bank & Trust Company by the Secretary or other .officer of this cqypor&tion, and ftH.Th3IE BSSCLTffiDi That all previous authorisations for the signing and honoring of checks, drafts or other orders for the payment of money drawn on the said Mercantile--.Commerce Bank & Trust Company by this corporation are hereby continued in full force and effect as amplified hereby. The Committee confirmed the purchase of $h,000,000. IT. S. Treasury Bills, due February 23 > 1950, on a discount basis to yield $6,322*9$ tax free to maturity* Acting upon the recommendations of the Pension & Life Insurance Board, as set forth in the letter dated Hovember 30* 19^9 from H. T. Warshow. Chairman of the Pension & Life Insurance Board to J. A. Martino, President, the Committee ' 0000-NU-0000391Q5 1H-2271 (3X30111173 COMMITTEE - November 30, 19%) authorised the purchase of ,ajmuiti.es in the amount of $B22#$06.^6 which, it is estimated, will he sufficient to male up for the year 19% ten per cent of the Company1s total liability for Past: Service Pensions, figured in accordance with the regulations, of the Internal Revenue Bureau. Acting upon the recommendations set forth in the memorandum dated November 30, 19%, from Mr. H. 0., Wildner, Tice President, to Mr, J, A. Martino, President, the Committee approved the following proposals with, respect to the payment of extra compensation for the year 19%, 'to. employees of the Titanium Alloy Manufacturing Division*. 1. That extra compensation, amounting to 10$ of their earnings for the year 19%, he paid to all salaried em ployees of the Titanium Alloy Manufacturing Division (excluding those employees who are eligible for parti cipation in national Lead Company's Profit-Sharing Plan), less any amounts these employees would be entitled to under the year-end. plan of distribution to employees of hatipnal Lead Company adopted by the Board of Directors of this Company at its meeting of November 29 19% 2. That the subject of. year-end e-stra compensation to be -paid to the, employees of the Titanium Alloy Manufacturing Divi sion be reviewed annually by the Executive Committee until such time as the present salaried employees of said Divi- sion become eligible to participate in the- Profit-Sharing Plan of National Lead .Company. 3 That extra compensation amounting to 10$ of their earnings for the yes>r 19% be paid to employees engaged in connection with the operation of the Australian properties of- the said Titanium Alloy Manufacturing Division. There was presented and read to the meeting the following Plan of Liquidation of John T. Lewis and Brothers Company* S-GMOEANDCrM 03? AERBBM1NT made this day of in the year One thousand nine hundred and forty-nine, by and between JOHN T, Lll'/lS AND HRQTENES COMPANY, a corporation organized arid existing under and by- virtue of the laws of the State of Pennsylvania., party of the first part, and NATIONAL IBID COMPASS', a corporation organized and existing under and by virtue of the laws of the State of New Jersey, party of the second part, 0000-N LI-000039106 (..EXieufTO ^CtoMMIOT? - ETovem'ber 30, 1949) I !IS| ? BI5 : fflf!l(AS,' the-' partgr of the `second papt is- the- owner of stock In the party- of the firs.- part Toossessing, at least eighty per centum ($030 of the, total combined voting,power .of all classes,;of stock entitled to. vote and there are; no other jcla^spe. of! stock of of in the party, of the first1 part; and 'WfQBBllAS, it Is desired to distribute and transfer within the calendar and faste-W year 194-9 jail of; the property of tlid party of the first part1'in'Complete! casnCellktion or redemption"of all. of :itd;'Stock; :`Kff the parties hereto do hereby $ppt the following Plan of hiptl.i4-ati.pn d;f! the party of the. first part, and tip hefeby; authojrise the penipldip -bf' !thp: ^arty' of the first paftt pursuant to arid- in accordance:,.with said ;.Blan to witi- 'Bfr the dlstrioptijon'to. the party of the -seeonjhparl of all of the property of the party of tlte first; part in complete cancellation or redemption of all of; the ;stpefc. hf Zfhe -napfy o;f the first part, apd (after payment of all the. debts,!, lialblliltifes and obligations .of the pgrby of the first! part) the frahpifep to the: party :of the, second-part of all of the property of the,party of the first paft within the calendar and taxable year 19%, subject to | any and: all other d^bfeaf, liabilities and obligations of the party of the first part, which, shafl be assumed and discharged by the party of the second part, : incltiding the obligations, if any, , ,of the' party , of tine first part to., the jholdbt'b of record of any sharesrof the .stock if the party of the first part ishuied and outstanding and registered on the books of 'the parity of the ; first Part otherwise than in the name'of the party of the second-part. And the party of the second part does hereby agree, upon receipt of said property, to surrender or cause to be surrendered to the' party of the first part all of the stock of the party of the first part issued and outstanding in complete cancellation or redemption thereof. ill WIESOSSS ifflESSOI1, the parties hereto have duly executed these presents the day and year' first above"Written, by-their respective pf-ficers thereunto duly authorized. JOSH T, LEWIS MB BROTHERS COMPAM AlfSSIs Secretary By President MflOittL LEAD tiOiSbiSY ATTEST-: President Secretary 0000-N LI-000039107 EH--2273 ClECSOrjTtra COtmTTS ifovember " 30, :'X9L&:) . ^hereupon, 6a motion. duly made* seconded, a&d carried, it was-, duly and unanimously EES.0L7ED, That there he and there hereby is adopted the forego ing, Phan of Liquidation as a plan of liquidation of JOSH I. LEWIS' ill) BKOIBSRS COMP.0Y, and that there he and there hereby fs.authorized and approved the complete liquidation of said corpofditioH pursuant to and in accordance with said Plan, to wjt, by the distribution to bhi;s Company of all of the' property of.said corporation in complete cancellation or re-- dBsnption of all of the stock of said corporation'and (after pay menf .pf' all lhe,.:lmaown'dpbtp, .liabilities apd obligations -of said corporation^' the''trshsfbrto this Company of all hi:the: property of said-corporation witfc-in the calendar and taxable, year 19%, subject, to any and all other debts, liabilities apd obligations of gpld ' corpofaiion, which shall be. assumed :anjd dipchSpged; by this,Company, including. the obligations, if apys of said'corpora tion to holders of record of any shares of the! stock, thereof issued and outstanding and registered on, the bookb thereof, other wise than ip the name of this Company; FTffiBBlR EESCLTfeD, That the; President or a Vice President of this Company be and he hereby is authorized, for and in behalf of this Company, to make, ejxdppte and deliver a plan of liouidstion in the fbrbgoiiig* form of said! corporation and to cause- -the corporate seal of this: Company to; he attached-thereto and attested by its Secretary o'r Assistant Secretary; and FHBSHIE 1ES0L7ED, That the- officers of this Company be and they hereby are authorized,- directed and -empowered for andin be half of -this. Company to do- and perform any and all such acts and things as in their judgment may be proper, expedient, or necessary in and about the liauidatioh ox said corporation and the distribution. of all the property thereof and the carrying out of the full intent and purpose of the foregoing resolutions. On motion duly made, seconded, and carried, the following resolu tion was duly and unanimously adopted; EES0LYM3, Shat the properties and business to be acquired by this Company from its subsidiary JOHS* T* LEWIS iSED BE'OIEMES COKPAUY under the Plan of Liquidation of said subsidiary corporation, which was adopted by this Committee at its meeting held this day, be and they hereby are ordered to be organised and operated on and after the effective date of liquidation of said subsidiary corporation as the Philadelphia Branch of National Lead Company under the immediate direction of a Manager, one or more Assistant Managers, a Comptroller OGOO-NLi-000039108 EH-227^ QO^EITakS. - Member 3,0t I9k$) , pBiSL oafi' orpaars ^sgistpait Oompffoliars, to . be appointed, ipom ,tipa to time "by the Board of Directors of this Company or hy the Exeeu- : tiiye Committee thereof, and of siich, other officers as 'may from time to time he similarly appointed^ subject always to the general, ;yisiShda^ 'ap^.: of.' the . bl^nsOift. <j:f'tip:, ;0'fffhars; of- vfhis r Upfm motion1 the meeting then adjonrned. 0000-NLI-000039109