Document BRm30nN0V397Lpz91Ez32K3DX

FILE NAME: Keene (KNE) DATE: 1964 Feb 4 DOC#: KNE014 DOCUMENT DESCRIPTION: Baldwin-Ehret-Hill, Inc., Board of Directors Meeting Minutes with Attendee list 3ALDWIN-EHRET-HILL, INC. BOARD OF DIRECTORS FEBRUARY 4, 1964 minutes AE 01'M A special meeting of the Board of Directors of Baldwin-Ehret-Hill, Inc. was held at the office of Ballard, Spahr, Andrews & Ingersoll, Land Title Building, Philadelphia, Pa., at 11:25 A.M. on Tuesday, February 4, 1964. The following directors, constituting a quorum, were present: Messrs. A. M. Ehret W. R. Spofford B. L. Corson R. J. Lewis H. E. Howell R. E. Crawford M. M. Wilson E. R. Stevens Messrs. C. L. Corson, H. L. Hus.es, V. A. Schrejrer and W. A. Sill ere absent. Mr. P. L. Corson was present by invitation. Mr. A. M. Ehret presided and, in the absence of Mr. W. A. Schreyer, Mr. E. R. Stevens recorded the minutes. ' The Chairman advised the directors that the special M e t i n g had been called to discuss the Company's acquisition of the Thermal Insulation Contract Division of Mundet Cork Corporation. The Chairman distributed a memorandum outlining the reasons for the proposed acquisition and copies of an agreement ith Mundet Cork Corporation, executed by him on behalf of the Company, setting forth the terms of the acquisition. The Chairman read the memorandum referred to above and, following discussion of the memorandum and the agreement, on motion made by Mr. K.J. lewis, seconded by Mr. B.L. Corson, it was unanimously AEoioioo Board of Directors - 2- February 4, 1964 RESOLVED, that the Board of Directors of!3al^ ^ " E^ eg " f 1ll[evsns Thermal Insulation Contract Division. \ RESOLVED, that the officers of Balduin-Ehret-Hill, Ire. are herecy ^ "SinthSrffihrcr^: to do all such other acts and things, as may in theJ;r P1^ 1 Insul_ out the purposes of the foregoing resolution. The Chairman advised the directors that it would also be necessary for the Company to qualify to do business in a number of additional states. Upon motion duly made and seconded, it was unanimously S~s`.:sSsrssSrsissHr-esSs ~afSe- ys- and substitute all necessary agents or attorneys for J process, to designate and change t * iate^seal, to make and file statutory offices and, under th ^ - a++orney and other ail necessary certificates, reports, powers of at itory ess* Sau T f l h e c U ^ U ^ ^ r e i n ^ r i n T n y ^ T u t e , territory, dependency or country. The directors then discussed the Company's cash requirements for (1, the purchase of the Thermal Insulation Division of itoiet Cork Corporation (2) implementation of the Company's agreement with K-eindrewe t Forbes Company (3) further capital expenditures under the agreement with Pall Corporation, Board of Directors - 3 - A E oioiOG February 4, 1964 (4) the purchase of inventories from Keasbey & Mattison Company, and t (5) additional capital expenditures of the Company. It was the sense of the . meeting that a loan of about $6,000,000 will be necessary, and the directors | asked Mr. rf. R. Spofford, as Chairman of the Executive Committee, to negotiate on the Company's behalf with Philadelphia National Bank for such a loan. The Chairman then asked the directors to consider the election of Jlr. Leon T. Choate as a Vice President of the Company. After consideration and upon motion duly made and seconded, it was RESOLVED, that effective February 10, 1964 Leon T. Choate is hereby elected Vice President, Industrial Insulation Sales, of Baldwin-Ehret-Hill, Inc. to serve at the pleasure of the Board of Directors. * There being no further business to come before the 3oard, the meeting was adjourned at 1:15 P.M. --- . x \ >-- E. R. Stevens Secretary of the Meeting