Document G5gE1Gw5kxR0M4rKeLj4v6oGx

-WAIVER OF 'NOTICE- OF- . . " A SPECIAL MEETING OF.. THE- BOARD OF DIRECTORS OF . .. . '.. The uridersigneid, beipg all of the Directors of. VICTOR MANUFACTURING & GASKET COMPANY, an Illinois, corporation, ; hereby waive all notice , whether provided by statute or otherwise ,;. and consent to the holding of a special nieeting of the Board of . X Directors of said corporation on die 8th day of July , A. D. 1966, ; at 8:00 A.M. ; ,or any. adjournment or adjournments thereof, at the ... office of .the'corporation, 5750.West Roosevelt Road/ Chicago,. Illinois, for the'purposes of considering; '. ' ' ' ' ` . : (a) A proposed contract with completed schedules, for. sale;. : >: . : of all of the stock of the Company to, the Dana Corporation; . ,(b) Ratificatibn of an Agreement with American Steel Export \ Co., Inc.; and : . .. . ; - '* . ': !0;' . Such other matters as .may properly come before the meeting,.''..- ' . . DATED: July 8 , 1966 MINUTES OF:- a special meeting of the Board of Directors of VICTOR MANUFACTURING & GASKET COMPANY, an Illinois corporation, held at the office of said Company, . . 5750 West Roosevelt Road, in the City of Chicago, in the County of Cook and ; State of Illinois; on the 8th day of July, A. D. 1966,. at 8:00 A.M. , pursuant to- ... V .. waiver of nbtice by all the Directors of. die Company. . .. .. . : .V The following Directors, constituting a.majority of the Bbaidof. -' Directors;. ware present in. person at the meeting: . . ' , George E. Victor ' : .William F. Victor : . : " . . :. , Wayne D. Neathery . ; . i ,- .. . The: meeting, was called to order. by Mr. George E." Victor, Chairman 'Mr. .FrederickB. Tuttle ^.'Secretary, of.the-corporation, recorded the proceedings.1'": Secretary reported that?a majority of the Directors;were present ';^:.v-.'.In person at the meeting; and, therefore, the meeting was legally constituted for the.transaction.of business.. ; . and the Dana Corporation.; He stated that the schedules called-for iii the Agreement have.now-been completed. He. distributed copies, of. these schedules to the' members' of the Board; ' - V.\ . ' ' " ' ' ' ' . ...'. After discus sion; upon a motion by Mr. George E. Victor ...seconded -V; by Mr. William F. Victor, and approved by a majority of the Directors present, . : it was ' .. ' : ' . ' -' : ! : ' ' ,t.- '- ' RESOLVED, that the Chairman of the Board and Secretary of VICTOR MANUFACTURING & GASKET COMPANY, .be, - and they hereby are, authorized, directed, and empowered . - ; -.; to execute in the name of and on' behalf. of this corporation Agreement-among Daria. Cbirporatiori, .yictorManufacturing T'-' ;-;'-;":-i);-;';.^:&'_Gasket Company, -the. stoctoolders of Victor Mantifacturing sign saidA|oreeiiienb^-4nd'-cttrUfirs^.-;-^"> / ? V" other parties-*:relating to.thef-purchase'by':0ana'Cdrp<atiOR:-:'-.;'SrS'j . - . ` of the stock of Victor Manufacturing & Gasket Company . . - . '. in the form in which said Agreement was submitted to this . . , meeting, subject only to such changes therein, as shall be . : . ; . . approved by the above authorized officers, evidence of their . FURTHER RESOLVED, that the officers .of this corporation, be, and they hereby are, authorized, directed, and empowered ' ' .: . . ., /. ;V . .V.on behalf of this corporation to perform-, ;or to cause to be- . ; . : . performed, adl.of the obligations df this corporation set. forth ln..the:above approved Agreement.among'Dana; ' \ ' . '*. ...Corporation, Victor Manufacturing & Gasket Company, ... .stockholders;of Victor Manufacturing & Gasket Company, ,:7'"`and certain other parties. 77 '7. ' '' ' V . FURTHER RESOLVED, that the' aforesaid Agreeineiit.be '' 7' : ; V ':#Gasket Company'with &<* recommendation of the Board . . '> : : that they enter into such Agreement. : ; ; . ':.. 7 ... : The Chairman stated that, the next order of business was the :. .... Agreement with American Steel Export Co.,.Inc.: ,v7\ ..' . ' V;/'. ; V. V'.; ;7 .'The Secretary' outlined the basic features 6f the Agreement for. Coy j; Inc. oh an exclusive territory arrangement. Copies of the'Agreement weirdy.? :distributed.to all of the Directors present... '. ; V : I After discussion, upon motion duly made, seconded, .and.' unanimously rJfC. f-approved,'it. Was...'. ' - RESOLVED that lire actions of .the' officers of this . . Company in entering into ah Agreement with American Steel Export Co., Inc. on July 1., 1966,? be, and they hereby are, ratified and approved, . 7;. . . . . - FURTHER RESOLVED that'a copy of tills. Agreement be made a part of the minutes of this meeting., . . 7 There being:no further.business, ;the meeting thereupon adjourned. \