Document BverRqQy2Kp3mDJGoQxMmOgvk

m mi r r PLAINTIFF'S EXHIBIT MINUTES Ofl The regular annual meeting of the shareholders of SMITH ft JCANZLER COMPANY* a Now Jersey oorporatlon.held at tha offices of said Company, 5750 Wast Roosevelt Road* In tha City of Chicago* In tha County of Cook and Stafa of Illlnoia, on tha 15th day of March* A*/D# 1961, at 1:40 in the forenoon of aaid day, pursuant to notice. : ` ' ..... . .. * Tha making was celled to order by Mr. George E. victor* who acted as Chairman of tha meeting.. Mr. Wyne D. Naathacy* Secretary of tha corporation, actad as Secretary of tha masting and racccdad tha proceedings. ; Tha Chairman announced that tha Sacratary had made* at least tan . . days before tha meeting, a complete list of tha sharaholdars aotitlad to vota,; / arranged in alphabetical ordar* with tha poat office address; andthe number of .. . aharsa held by eadh, which list has baan at k1 times, during tha usual.hours for. business* kak at this principal office, opan to tha examination of any shareholder. Tha Chairman produced such list, and It Was kept there during tha antira maating. . Tha following aharaholdar was rapreseatedby proxy, such proxy voting the number of aharsa sat opposite his name: \ SHAREHOLDER Victor Manufacturing ft Gaskat Company ' ISSBSL Gaorga E. Victor NUMBER Of SHARES 2,000 Tha Sacratary raportad that all of tha shares of capital stock of this corporation prasanily Issued and outstandingWare raprasantad at this maating by . proxy* constituting aquocumj andtharafora tha maating was lagally constituted for tha transaction of any and all buknese. . Tha proxy was ordered to ba fllad with tha Sacratary. Tha Sacratary presented and rsad tha notice of tha making, together with proof that nbtioe. bad baan glvan as required by law and the by-laws of the cor poration. A oopy cf suah notice and the proof of the mailing of such notice wars ordered to. ba Insktad la tha olnuta book of tha corporation immediately preceding the minutes of this moating. .. . The Chatman announced that tha first order of business was tha . election of three Directors and callod attention to tha requirement of Section l of Article DZ of tha by-laws which states that "Bach Director shall, at tha time of his i election and while ha bolds tha offlca of Director* ba a holder of stoolt of this cor5 poration or of a corporation holding twenty-five par centum or more of the total : stock of this corporation. " Thereupon tha following parsons wars nominated for ` Directors of tha oorporatlon, to serve until tha next annual maating of shareholders or until thalr respective successors are elected and shall hays qualified: Gaorga B. Victor OrxlnW. Clifton . Wayne D. Neathery . " . r$ im . \! . . No furthar nominations having bean mads, the nominations w* closed and the vote tsJeen. The vote haying been taken and counted, the Chair* v man announced that tha foregoing nominaas had been alactad Diractors o(the }i corporation by unanimous vote. : ... . < ,. ......... .. : : s* : t" ` ThaTraasurerraportad that salesof tta ccirporationforlbja fifty-two waeks ended January 2t 1969, amoustad to $1,944,202. During that . period, tha corporation incurrad a nat loss of9194,919. On January 2. 19CS, ~ / tha corporation bwad to tha Fldality Union Trust Company of Newark, Haw:.' Jarsay, $1,000,000. Subsequei* to that dato, the corporation borrowed from Victor Manufacturing & Gashat Company $1,050,000 and rapaidthe Fldality .. . Union Trust Company. Tha borrowing from Vlctpc Manufacturing 4 Gasicat Com* . pany was made pursuant to authority grantad by the Board of drsctcrs at its .V : ; . meeting on March If, 1919. V;. ./'-v. :l v . Upon oonaldaratioo of tha rapoct of tha Tnasunir, and upon motion duly mada, seconded,, and unanimously approved, it. was .. .. . RESOLVED that tha raport of tha Treasurer, submitted and raad to tha maatlng by him, ba received and ; appcovad. ' ' ' ; ' ; / . . Tha Chairman callad attention to Section 9 of Article m of tha by-laws which providas, in part, that "Tha first maatlng of each nawiy alactad Board shall ba hald at such time and pUee, eithar within or without tha State of Kaw Jarsay as shall ba flxad by tha vote of tha stockholders entitled to vote at . tha annual maatlng." ' '. . Aftsr discussion, upon motion duly mada, sacondad, and unanimous ly approved. It was . .. . RESOLVED that tha first maatlng of tha nawiy alactad Board of Directors shall ba held at 9790 West Roosevelt Road, Chicago, Illinois, immediately following this . Tbara being no further buslnsss to come befora tha maatlng, on motion duly mada, saooodad and carried, the maatlng adjourned. . i ` APPROVED! Chairman Secretary