Document DMew2zgxax48yyyN0kOZOpJyn

Kimas OT THS PJXWIAR HDJTJHU KSSTIIf} cap THS BCARD OP DlRBCTOfft OT THS OLIDDOi COMPASY Minutes of the regular monthly meeting of the Board >[ Director* of The Gllddcn Company held at the office of the Company, 1396 Union Con- merce Building, Cleveland, Ohio, o q Friday, December 19, 195? at 10:00 A.H. The following Director* were preeent: Adrian D. Joyce Dwight P. Joyce V. J. 0 `Brian P. B. Sprague J. P. Ruth J. A. Peters A. D. Duncan B. V. Maxey J. H. Week* Ketsr*. Clifton W. Kolb and H. 0. Oolseth were sot present at the meeting. Kr. Willard C. Lifter, General Manager of Trading, alto attended the Meting. Copies of minute* of the KovevsSer Meting of the Board of Dtvoctore having Been mailed to eaA Director, the Biraetere preeent, upon motion duly made and Aeeepded, wmalaouely egret! to dispense with the reeding of the . . Vir. minute* anl epprovnd then as they spy isred In the copies rec<s Ived by then. A report of the PPl'e appro**! by the Chairman of the Board of Director* and the President, as veil ae those m's approved by the Vice President* and Inginetrlng Department covering the period fro* Scva&ber l?> 1.95& te Decent** 18, 1958, end totaiiig $20,3^6 was, npon notlee duly vu^e and eeoeaded, toaaimovtely approved hy "the Jttrartor*.' 7 :fh* Chair*** Pigneots A Nrtale Divi tea's white lend pleat at Sctmmion, FewsejrlvmU had aade eessiderahie progress in the lerslopmtat of eprocass for eeiag feedsred lead In the aenafaetvrl of lead aeetate aoUtitm, ifetdi ywaii 'nee eqpeotol W ettest nvihetential sevints throegh wfceUai 1? rS: i` . V .*. y -,v. * *A - . ..* ..r* V". .: ; .. >w' .. . .................. ......... \ 'j ',K< 'J-:J iv.-'o"1 V *.(:* . - /.' :'? ' *& `'kv*V*-&i- ' GLD016 3?4 ttS^r-V/is: N 2212 of present relstlvelj high lead Inventories Mc*iiry (by the feathering actbod) In tbe oannfacture of white lead. I* eoewroded the 8crantoa Division, u w*ll ax Mr. J. P. Path, Vice Prexldent, for hi* encouragement of thl* development vhlch he believed bo b# of vital importance to the continued profitable operation of the Scranton plant. The Secretary eubmitted the following reaolutlon authorising an application to the lev York Stock Exchange for the listing of 100,000 share* of Conran Stock of the Company to be Issued upon the exercise of options to purchase these shares granted under the Coepecy' stock Option Incentive Plant, which resolution t c .*, upon motion duly nade and secoi.ed, unanimously adopted by the Director#. vnstSid, the Board of Director*, at a Meting held on Itoceafcer 21, 1951, adopted, subject to the approval of the stockholders and subject also to tbe release from preemptive right* of 100,000 share# of CotMSon Stock of the Oonpany, a plan providing for tho Issuance to key oenageoent employees of the 0eraaay and lie enaeldUrles of option* to purchase a maxima* of 100,000 fWcee of the Coraen stock of the Coapeny, seri VSBOttg/ tho stockholder* of tho Osnpcxy# at the annual Meting held on fobruary 1996, approved the Stock Option Incentive rlan and relaabad fron proMpttvo rights of 100,000 authoriaad and animal sharas of OoMoa Stock of tbrCaM--y far alletramt aS la ygwMt to 00I& Plan. WW, nsovna, that sppueatlon be m4o by ihla Cdgpany to the Bn York Stock Xxcfcangt for tho listing o* said Acchauge of ald 100,000 ahart* of Co--am Stock of thio Ceapauy to be issued upon the exorcise of optloos to purofcnso *ueh share* granted unler the Stock Option incentive Plan of tbe Cceg^any, and that Bcigbb f. degree, President of this Co many? and X. p. Be:*t, B*CT*t<xt7 of this Ooopaip, or alther of then, be and they hershy are ienigMjpd Ml ahtboringg to appear before tho Cooaltte# oa Stoek list of aald fxrbeage ta rocnaciieh nth aagr anttere relating to ouch llktlsfj with aatbovlty to exoeuto. In tho Mad aal on behalf of this C*ape.'7> *? ad all eueb epyllcatloao, j*r>el* to applications, agreenactn or bther lnetriMitti, with rmepocVde jndk, llatiag of said there#, as say beneoeamaty er proper to cooply nth the rayslrmanta for each . Itotlin of eetlsbaroe f *< ..y *:: <-h XpSBm/ tbaft the proper omoM* *k*d Cstpray ho end they re inatMitabd '-epi directed, Ii M mi 'nht i. hehelf ef tbte Oon-. pmft to prppMo, mms I* tat. file with the Securities pat idnbnngi. owto* men aal with, the SswYOfk Stoek Xtehmage/ oh tppUaaSlah fpr the rmgiatration >*# o b e*ld Exchange, under the Socurittea Act of 193* a* attended, of tha said haras of Cosaon Stock of ttala Cosapany to be Hated on said Exchange, and any and all other documents necessary or proper la connection therewith, and alto to prepare, execute aad file vtth aatd the Sacurltlaa aad Exchange Couutealon aad vlth aald Exchange any aad all auch applications, statements and other docnaente at aay be required for tha registration under aatd Act on aald Exchange of aald 100,000 aharaa of Co?raon Stock of this Cowpony to he Issued upon tha exercise of options to purchase such shares granted under the Stock Cation Incentire Plan of the Company, and KRBOLfED, that, In the ereat aald authorised and unissued shares of Cotoon Stock of this Coupany to be so Issued upon the exercise of optton* to purchase such shares granted under the Stock Option lucentIre Plan of the Company shall be toll, $2.50 per abare of the const deration te he received by thte Company from the sale thereof be allotted to the capital stock, of this Company, and that the balance of said constderation be allotted to the capital surplee, of this Company. iteeoluttoas vara Introduced authorising Mr. Ylllard C. Lighter, Vho had been employed by the Cocspajy to replace Nr. ford M. fergueoa as General Manager of ?.*alng, to sign aad eoustorslg* surebouse receipts and deeuna certificates under the Inlee and legalattoaf ef the lev York frefiuee Xechaage and tha Board ef trade ef the City ef Chicago. Upon uotloa duly Wde, seconded, aad uaaalaooeVy carried, it ups that NT. eilUid C. IA0ter, Oenorel Mftaager of Tredlug oftfcls Owpsap be aai he is hereby authorised te execute u eg-, plication tor SegLitratle* ef The Ollddea Cestwsy pnrsueat to flectlea 69 of the By-Law of the lev York freduco Exchange, to ester tut contracts for and In behalf ef The Ollddee Company os the floor ef said Exchange,, aal te act os xsycrssestutlTe of tills gosgsa? Is all tnseactieas of thle Coepeay vlthsald Exchange until such ties as tills authority Is teralsuted by this Board tf Wroctore, aad KESOWn, that I. x. hortsspar, Mateteut Secretary, be and he it hereby authorised to do all things necessary te trsagfer the certifi cate of asadisrtirtp So. 1978, la tie Be* tssh frjdugf fsifrioigs, stesftiat la the aaua ef ford . fargnsou, te said XlUardC. 34#ftr, isilpdi* exscutlea of tush papery m treatoetsay te ffstt stllirmsfor.; **MU*, that tha wthorlsattea granted ?*M. xurcMSu, Wes frssldsst et-.ttjl:.esMpssdr,'-ts enter ls*e ooatrecta la the.sens ef this corporatlea lBfrsltlag tfce punrlpte aad sal* of erude septiaa oil for future delivery salat the cfctrtef, raise, aad rugulatloew ef tha Beard ef trade of the ty of Oftnags %i vttMrtsu * of Jaapsry # that. Uaettssi sathirtitsttsrfrs thwftMUt fiaiitl, te He* thereof, be ElttardC. s.l*sar, General Mea*d|^Wlkudi*G, feylecteg 0Ukt> % tmxpmm,. xn$ KBSOLYKD, that the authorisation granted T. X. Terguson, Tic* President of this Coespeny, to sign, aake, execute, nod deliver ware house receipts and demand certificates covering vegetable oils In store in this Company's warehouses In Chicago, Illinois, Indianapolis, Indiana, and Louisville, Kentucky under the Buies and Regulations of the Boai-d of Trade of the City of Chicago be vithdrawn as of January 1, 1953* and that idehtlcel authorisation be lotted lately granted, in lieu thereof, to Willard C-. Lighter, General Manager of Trading, replacing said K. M. Terguson. Mr. C. P. Mexson, Director of Purchases, reported on develop- enta relating to the price and arallabillty of principal eooaodltlee and raw naterlale purchased by the Company. In discussing these develoweente, Mr. Maxson noted Increased competition saong most of the Company's sup plier s, declining price trends in many comodities* and a general availa bility of way goods Which had previously been la short supply. Mr. Lighten sorted briefly to the Directors on edible oil narfcete. Be ssghssltsd the difficulty ef asking loog-tem predictions as te vegetable ell price* pending e>re Indication as to the attitn! of the Mv Afaiaietration ia bashLagtoo toward the continued aocaaulatloa of cose eodtUee purchased by the Oeveraaeftt under the Department of Agriculture's inct snjfon proem* The following bank resolutions were, upon notion duly aade and seconded, unenlnouly approved by the Directore: MB&nfe, that the c a m of the account saintataad with The Cof fee County Bank, Douglas, Georgia, known as "Boke 8. Tropes, Buying Agent for The Gliddes Company" he ofcaagad, ant that the nano ef aatd account Khali be *fhe OQLtidesk Cftspeny.* The authorised signatures for said account shall b* ny via* of tha following: ft** fnim lake ft. ?r*|M, Jr. ; A. retard i ' ft* ft* ftoner 1* ft. fttaUeftD C. M. MU* Jr. GLD016327 RESOLVED, that the nano of the account aalntalned with the First State Bask, Oellla, Georgia, knows aa "Albert D. Kliell, Buying Agent for The Ollddin Coepany" be changed, and that the naae of aald ac count shall be "The Olldden CompanyThe authorised signatures for said account shall be any one of the following: r. A. Peters H. D. Boner V. B. Btallcup C. M. veils, Jr A. B* Misell J. P. Villisas RS80LVB, that the naae of the account Maintained with the Beak of Wjrth County, Bylveeter, Georgia, known aa "Fred 1. Carter, Buying Agent for The Oildies Company" he changed, and that the naae of said account shall be "The Olldden Coupany." The authorised signatures for said account shall he any one of the foHevlngj J. A, Peters H. X). Homer V. B. Stsllcty C. M. Wills, Jr Fred H. Oerter RBMATXP, that tba sutberiidtlan f Baary r Peres te sign oa the Sorting Punt Account erf The (Hidden Ceupany aalstalaad far the use of tbs 1M Anelee Bleat of the Berkee Tmtma Poods Division with the Bank of juaarlea hatloaal trust and Savings Aesoelation, 6318 Atlantic Boulevard, Mil, California, be cancelled and that the signature of Bobert Artae he sdbetltuted thereforj said change to heeeas effective as of the gate letter of notification la received by aald bask (latter of notification dated fovebbar 21, 195?) After said change has been aade, the account should aypear on the records of the bank aa fallows: Any Too: J, A. Patera, Treaeursr 1, B. Boner, Beerstary W. V. Stephana erdoe tbs antborlsatlsa af sbs b. Propes, Hr. to aignoa tba sane* Ccaeaay halatnlnad with tba Oaffao Qababy Bank, Bowglaa, qeorgtd, ft* baa 'IB ana--rtlgn waitsi its van buying a>arttta*l be ** c*Uedeffbtlv ng of, tha datelsttnr of hottilcatiaai la reeslvad If gold baak (letter ot sotlflentloa dated Bateabsv After aald raarsdlatlaa baa bean uada, tba aeeount shoald agtesr a* iba reoerda ef tba bank ba feUrnt FBOLTH), that the authorisations of Clifton M. Kolb and 7. J, Gages to sign on tha Working Fund Account of Ibe Qlldden Corpnay Main tained for tha uss of Its plant located at St. Louie, Missouri, vlth tha Karcantlla Trust Ccpsny, 8t. Louie, Missouri ba cancelled, aod that tha signatures of R. D. Homer, Secretary and R. R. Bell be substituted there for effective aa of the date letter of notification la received by said bank (letter of notification dated Deeeaber l6, 1952). After said changes have been made on this account. It should appear on the records of the bank aa follows: Any T/o: J. A. Peters, Treasurer R. D. Homer, Secretary 7. B. Vlckhaa R. J. Sandaeyvr V. V. Hoelke (Miss) 1. B. Ridley X. R. Bell RE8CL7XD, that the authorizations of Clifton N. Kolb and ?. J. Oagen to algn on the Payroll Aeeoost of the Clldden Co^any Maintained for the nee of Ite plant located at St. Loot* Missouri, with the Mercan tile Trust Company, 8t. Louie, Missouri be cancelled, and that the sigm- tnree of It. D. Homer, Secretary and R. I. Bell he substituted therefor effective as ef tha date letter of notification la received by said b*r> (letter of notification dated Dectes?*:1 l6, 1952). After said chargta b?.ve been Made oa till* account, it should ippaar on the records cf the bank aa fellowsi Any test J. A, Peters, Treasurer H. A. Bonier, Secretary 7. B. Ylctooo 8* J. Saoteeyerr V, 8. loelko R. X. Bell KESfKTKD, that the nuthorlxatloe of 7. 8. Boasemen to alga for Ytttlnf Tend purposes on the Vorking read and Nyroll Account of The Olld- den Cosotny Klataliod for the us* of lte ftapa Metropolitan Branch, Tang*, norite, rttL tha first iatlonal Faak, Ttepa, flerida., be cancelled and that the e. igaataireof tu L. tecoy he anthortsdd o* said account for both Payrnll asi MojttogftRd purposes; said obaafe to ho effective as of the date letter of naWfloatiou ie received bp said hash (Uttfr of notification Anted Pecwdihr 1.6, \%S2). After sold chart-- hem boon a|eoe thle aeoeent, lt oheuld efteer,o* thb reeorflj of the hook aa follower *a ..I a _______ IW wrlll| ItBi nffpMil P loner, Secretary Aay t--: 1. l. lorsar. Secretary A* Botera, Treasurer J* A. Tetovo, Treasurer 'jLf. Anrtlett . L. X. Bartlett llhre,J.Knry 8. Polstelle (Mrs.) Mary 8. Boteolle 1. 1. lfeoey gl oo Ths Chairman statsd that ha vu Investigating both parchaaa and construction of a paint manufacturing plant for tba Southeastern Division at Atlanta or Macon, Oaorgla. Tha Directors agreed that a veil-a*tab* llehed naed ariated for a paint manufacturing plant In the aoutheaateiu United States, and upon motion duly made, aacondad and unanimously carried, the Chairman v&s authorized to enter Into such negotiations as he believed proper for the acquisition of proparty suitable for this purpose. The Directors discussed the advantages of undertaking needed ex* pension of tba Company'a Headquarters office facilities upon expiration of Its lease of office space in the Union Ccmerce Building on March 31, 1956* Mr. Maxey siamarlsed a memorandum dated December l, 1932 which had been submitted to the Director* outlining the adjutages and disadvantages of several alternatives which be believed to be worthy of consideration. It vms decided that an Investigation should be made as to specific poeslMli* ties for relocating the feginq 's Baalquartsrs office in an outlying metropolitan arse. The Chairman sagtmlied the importance of accessibility and costs asrlngt xn eonelderlug all raiecetlom proposals. Upon motion duly made, seconded and unanimously carried, tbs following Committee was apfotdted to ooaelder, evalmate ami make apeelfle rseomsndationa for locating, conatmeting, purchasing and/or leasing suitable fnture Eeedquarters office facilities: The Directors considered tbs rndvitsMllty of authorising the Ceapaay to de Wetness In the 9t*to of Dlecinsin. it was pointed out that GL DO 16 33 0 t considering an estimate of th state Income tax liability which might ba encountered by doing bualnesa In Wisconsin, final action on this matter vaa postponed until tha January meeting of tha Director*, at which time Mr. Duncan etatad ha would ba In a position to make definite recomendatlona aa to hla Division's plana for doing business In that State. Mr. Dwight P. Joyce stated that further surface exploratory drilling for line and copper at tha Company's Shaata County alnlng property did not appear economically feasible and that arrangements were being made vlth the Defense Minerals Exploration Administration whereby It was an ticipated that underground development work could he commenced with Federal Porerumant assistance. It was tha opinion of the Company's and the X. 3. Longyear Company's engineers and geologists, be stated, thfc geological data obtained from srrfSc* drilling already completed Indicated the existence of highly mineralised areas In tbs Bully H11 mein structure sad that tbs results of tbs Oompsny's surfaoe exploration program fully warranted under ground dewslBpmsnt. - the Chairman reported that hs hid dlscmssmt eartaln arrangmsmta for the licensing of the Company's paint nannfacturittg processes In South Africa with a xeprvsectativs of a large paint, warnlsh and sgstabls oil snafsctujxr In that country. Tentative pleas'had hash mats, be stated, whereby ha would Visit South Africa to March for the purpose of negotiating n licensing-and technological aailstane# sgri--nt. Mr.;.** K hath s^anncl thstea partaf the Om^any's Joist nanttfsctmrr *sd'fihiyiostlsm of dmetlle tltsmims and Its alloys, msgsHatloas GLPO16331 VS***) 2?/r undertaken to Investigate cosuBerclal processes for the Manufacture of pure ductile tltanlua fro* titanlun powder and scrap. The proposed cost of this venture to the Copenjr, said Mr. Ruth, would be within the licitatlons of the expenditures authorised In the Joint research contract vlth Bohn previously approved by tha Directors. A contract to he executed by the Company, Bohn Alualnun and Brass Corporation, and Dr. Dean aaS his as sociates would be aubnltted to the Directors for approval, said Mr. Ruth, aa soon as all final details of this transaction had been negotiated. There being no further business to c o m before the Cuaaelttee, the Meeting wae, upon Motion duly Made and seconded, unanlnously adjourned. m&M !vui. GLD016332 -r! %