Document G6qaZMKkn2612RR6ZBpN9oprv

FILE NAME Quintec QUIN DATE 1948-1967 DOC QUIN006 DOCUMENT DESCRIPTION Westglas Documents Poulson 3/2363 Westglas Westglas 1948-1954 1948-1954 1948-1954 DIRECTIONS FOR OPERATING MCMILLAN MINUTE BOOKS TO OPEN 1. Raise either cover to an angle not over 90 2. Pull out locking rod 3. The studs or posts are now released permitting the insertion or removal of sheets TO CLOSE 1. Raise cover on the side which has been opened to an angle of not over 90 2. Align the sheets in the binder so that the studs or posts fit into the slots in the metal casing on the inside of the cover 3. Push in the locking rod so that the 3 studs or posts are securely engaged TO LOCK PERMANENTLY When the book has been completed it can be permanently sealed as follows follows 1. 1. Remove the smal wrench from the white box sent with the binder .. Raise the top cover to an angle of not over 90 and pull out the locking rod . 3. Place the hooked end of the wrench on the rod and break off the exposed part of the rod 4. Carefully align the studs or posts in the slots in the metal casing on the inside of the cover 5. With the small end of the wrench push the rod into the casing making sure it engages the three studs 6. Repeat this operation on the lower cover NOTE Never have both locking rods released at the same time and do not break the ends off until the book to be sealed permanently ae Ca Bee Ve ret, er a ee a Te Yee TR eT Ta TO He GUARANTEE 6 oa & The undersigned hereby guarantees the metal in & this loose leaf device against any defect of work- & manship or material occasioned by or arising from 8 -# $8 it @ its reasonable use and wear Should any such de- 8 fect appear will be repaired by us without charge @ upon presentation by any reputable stationery dealer MCMILLAN BOOK COMPANY 5dietitian ee ee ee ee en Organization Meeting The first step in the organization of a Corporation is to call a meeting of stock holders A usual form of the Call is as follows We the undersigned being all the incorporators of and all of the subscribers to its capital stock entitled to notice of said meeting do hereby call the first meeting of the stockholders thereof to be held at the of County of and State of D. at o'clock o'clock M. on the day of , for the organization of said corporation the election of directors and the transaction of such other business as may properly come before said meeting Dated this day of and State of A. at in the County of If the form of notice provided by law is not used in calling this first meeting the following words should be added before the final date and signatures and we hereby waive all requirements as to notice of such meeting and consent to such organization election of directors and transaction of business At this first meeting it is customary to transact the following business all of which is duly reported in the minutes 1. Statement that the first meeting of the incorporators was held at a certain place and date 2. Election of Chairman and Secretary i ; - 3. Subscribers and number of shares of stock present in person or by proxy 1 ; 4 4.4. Acceptance of Charter 6.5.5. Election of Directors laws adopted or power to make them delegated to the directors 7. Adjournment ane eeu =_ pT meme WESTERN FIBERGLAS SUPPLY CO - Name Changed 10/14/52 to - WESTERN FIBROUS GLASS PRODUCTS CO ARTICLES OF INCORPORATION FILED August 19 1943 INDEX OF DIRECTORS MINUTE BOOK A avel Meeting 6/10/62 B Bonus Profit Sharing meeting 8/24/62 - furthered 9/16/63 Bonus Xmas meeting 12/9/48 - furthered 11/30/60 12/18/62 Branch and Resident Salesman meeting 9/15/56 pital Expenditures meeting 4/18/57 Commissions Revised meeting 12/15/60 - furthered 3/1/61 4/26/61 6/13/61 8/24/61 9/15/61 11/20/61 1/16/62 8/24/62 18 3/27/63 Corporate Identity meeting 10/11/62 - furthered 2/7/63 3/27/63 4/9/63 D Mr. Dutton Elected President meeting 9/24/63 I Insurance and Pension Plan revised meeting 6/18/57 - furthered 7/15/57 10/22/57 11/26/57 2/4/58 nventory Control meeting 10/20/60 1 K Mr. Kelly Promoted meeting 3/19/57 - furthered 11/20/61 3/7/62 12/5/61 3/29/62 12/8/61 -" Leighton Jr. Promoted meeting 12/29/59 - furthered 8/25/60 6/13/61 7/1/62 7/5/62 7/10/62 12/18/62 4/17/63 6/11/63 Mr. Leighton Sr. Retirement meeting 9/24/63 Medical Examinations meeting 3/21/63 - furthered 3/27/63 4/9/63 C are made Sales Manager meeting 11/20/61 - furthered 12/5/61 1/16/62 Divisional Divisional Manager furthered 1/16/63 with 3/7/62 1/10/63 made revised compensation Page Two M Continued Muldoon Account meeting 2/11/60 = furthered 16.62 9/17/62 10/11/62 3/29/62 1/10/63 5/18/62 N New Product lines control meeting 9/15/56 Northwest Divisions meeting 12/6/51 - furthered 4/11/52 9/20/57 8/25/60 3/21/63 3/22/63 3/27/63 3/29/63 4/9/63 4/17/63 6/11/63 6/25/63 10/22/63 ? Note Port _... ident Salesman hired ? 0 Officers Salary Increase meeting 2/25/54 P Products Divisions ~ Profit and loss statements authorized meeting 7/5/62 furthered 12/18/62 3/21/63 3/27/63 6/11/63 25 S Sales Meetings - Rivised 9/3/63 Salt Lake City Branch meeting 8/29/58 - furthered 3/23/59 8/25/60 Suppliers Contracts meeting 3/27/63 - furthered 8/27/63 T Taxes - Federal meeting 10/13/58 - furthered 11/17 Bartamento 14 Principal offer 11 t Office Wilding Framism 2 13 Siete milking . Tas Angrise 12 40s State Wuilding CalioffCoalrifnoriniaa Division of Corporations San Francisco 2 November 8 1948 Mr. James W. Harvey Attorney at Law 1804 Central Tower Building San Francisco 3 California Dear Mr. Harvey In re WESTERN FIBERGLAS SUPPLY COMPANY - 63522SF We are enclosing herewith Permit issued under the entitled matter Very truly yours mg Engl ADOLF MICHEL Deputy Laws The following outline will cover the items ordinarily used in preparing Corporate Laws Article I. Name of corporation and its principal and other officers Article II Method of transferring stock procedure in case of lost certificates Article III Stockholders Meetings Time of the annual meeting method of calling meetings officer to preside method of voting definition of a quorum power of stockholders to remove directors and officers Article IV Directors Number of directors compensation term of office regular and special meetings definition of quorum powers of directors to elect officers of the corporation and fix their salaries Duty to submit an annual statement to the stockholders Article V. Officers What officers there shall be usually President President Secretary and Treasurer and the duties of each one The President presides over stockholders and directors meetings has general supervision of the corporation and its officers The President acts in the absence of the President The Secretary issues all notices of directors and stockholders meetings and keeps the minutes has charge of the corporate seal attests all stock certificates and written contracts of the corporation The Treasurer has custody of all money and securities signs all checks and keeps all books of account Article VI Funds Dividends The funds deposited directors designate Dividends are declared only by resolutioonf the board of directors Article VII Amendments These may be made by a vote of stockholders representing a majority of the shares at any annual stockholders meeting or at any special stockholders meeting when notice of the changes has been given in the notice of the meeting Minutes The report of minutes of meetings together with a suggested order of business for meetings may be made as follows Minutes of a held at on the day of M. pursuant to meeting of the D. 19 of at o'clock 1. Called to order by the President 2. Determination of a quorum 3. Reading of minutes of previous meeting and their approval 4. Reports of Officers 5. Reports of Committees 6. Discussion of Communications 7. Discussion of Unfinished Business 8. Discussion of New Business 9. Adjournment MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBERGLAS SUPPLY COMPANY Pursuant to notice dated September 5 1950 the annual meeting of the Stockholders of the Western Fiberglas Supply Company was held in Room 2109 of the Palace Hotel San Francisco California at 2:00 P. M. on September 15 1950 Those present were A. L. W. Burroughs Leighton Martin Heinzelman representing representing representing representing 469.795 312.500 71.875 _66.000 shares shares shares shares 920.170 shares or 88.72 of the 1037.170 shares outstanding Mr. H. A. Dutton Jr. a Director of the Company was present by invitation The meeting was called to order by Mr. J. C. Martin Chair- man of the Board of Directors who requested the reading of the minutes of the previous stockholders meeting Mr. A. W. Burroughs explained that prior to this annual meeting the Directors represented 100 of the outstanding shares and inasmuch as they had met regularly no formal annual stockholders meeting had been previously held A motion was made seconded and unanimously carried ratifying the action of the Directors in not having held former stockholders meetings Mr. H. A. Dutton Jr. asked the chair for permission to suggest the nomination of the present Board of Directors for election as Directors for the ensuing year Mr. C. A. Leighton presented this to the stockholders as a formal nomination and asked for further nomina tions There being no further nominations it was moved seconded and carried that the nominations be closed and that the stockholders proceed to elect the Directors as nominated A vote was taken by the show- ing of hands and all Directors were unanimously elected as a group Mr. A. W. Burroughs called to the attention of the stockholders that the restrictions as to the transfer of stock according to Section 9 Article V of the laws had not been shown on the outstanding stock certificates of the corporation and made a motion that all stock certificates of the corporation be recalled for the purpose of placing thereon a notation that all shares be subject to transfer only under the provisions of Section 9 Article V of the corporation laws This motion was seconded by Mr. L. A. Heinzelman and unanimously car- ried There being no further business the meeting was adjourned at 2:45 M. Burroughs A. W. Secretary MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBERGLAS SUPPLY COMPANY Pursuant to notice dated September 4 1951 which read as follows NOTICE OF ANNUAL STOCKHOLDERS MEETING The annual meeting of Western Fiberglas Supply Company's stockholders will be held at the Palace Hotel San Francisco on Monday September 17 1951 at 2:00 P.M. P.M. P.M. Please check with the desk for the room number as same cannot be assigned at this early date A meeting of the Board of Directors will be held after the stockholders meeting This notice was subsequently changed on September 10 1951 to read as follows NOTICE OF ANTUAL STOCKHOLDERS MEETING Change of Meeting Place Due to overlapping conventions the Palace Hotel cannot confirm our requested reservation for September 17 1951. Therefore the meeting place has been changed to the Alexander Hamilton Hotel 631 O'Farrell Street A suite has been reserved under the company name The time of the meeting is 2:00 P.M. In accordance with the letter dated September 10 1951 the meet- ing was held at the Alexander Hamilton Hotel at 2:00 P.M. September 17 1951. Thos present were A. W. Burroughs C. A. Leighton J. O. Martin representing representing representing 469.795 312.500 71.875 Shares Shares Shares or a total of 854.170 Shares representing 91.14 plus percent of the 937.17 shares outstanding Mr. H. A. Dutton Jr. a Director of the Company was present by invitation The meeting was called to order by Mr. J. O. Martin Chairman of the Board of Directors who requested the reading of the minutes of the previous stockholders meeting Mr. A. W. Burroughs Secretary of the Company read the minutes of the previous meeting and they were approved unanimously by a showing of hands Mr. J. O. Martin then asked the Secretary what action had been taken in connection with having the stock certificates recalled and the proper restrictions imprinted thereon as so required by the stockholders at their previous annual meeting as brought out by the reading of the minutes thereof Mr. Burroughs stated that a few days after the annual stockholders meeting Mr. E. B. Woodworth one of the stock- holders to sell not his included holdings among the original incorporators of 100 shares of stock of 100.00 made an offer per share Mr. Leighton presented this offer to the Board of Directors at their meeting held on September 22 1950 and the Board of Directors representing 92.355 of the outstanding stock authorized Mr. Leighton to accept Mr. Woodworth's offer and purchase as Treasury stock the 100 shares for 10,000.00 This purchase was made on October 5 1950 leaving only 83 shares of stock held by others than the original incorporators of the Company Mr. Burroughs further stated that he and Mr. Leighton discussed the matter of recalling the stock certifi- cates and decided that in as much as the small amount of outstanding shares was not a seriously important item also that if these stock- holders were forced to accept the restrictions on their holdings without having had knowledge of such restrictions at the time of their stock purchase they might feel they were being unduly imposed upon which might cause dissention Their decision was that they should not like to assume the responsibility of such action without further consideration of the stockholders Mr. Leighton then made a motion that the stockholders ratify the action taken by the Board of Directors This motion was duly seconded and unanimouslunaniymously carried Mr. J. O. Martin then asked that in the light of what had transpired reviewing the fact that there were only 83 shares held by others than than the original incorporators whether or not the stockholders thought the stock should be recalled for the purpose of placing assignment restrictions thereon This matter was discussed but no decision reached Mr. A. W. Burroughs made a motion that the matter be tabled and that it be brought up at the next annual stockholders meeting for further consideration This motion was duly seconded and unanimously carried Thereupon Mr. Harry A. Dutton Jr. asked the chair for permission to suggest that the present Board of Directors be placed in nomination for election as directors for the ensuing year Mr. C. A. Leighton acting acactintg ing upon Mr. Dutton's suggestion placed the names of J. O. Martin H. A. Dutton Jr. G. B. Blackwood A. W. Burroughs C. A. Leighton in nomination Mr. J. O. Martin asked for further nominations and there being none it was moved seconded and carried that the nominations be closed and that the stockholders proceed to elect the Directors nominated A vote was taken by the showing of hands and all nominees were unanimously elected to the Bard of Directors as a group There being no further business the meeting was adjourned at 3:15 P.M. Zaaan ee ee faen e 739 BRYANT STREET SAN FRANCISCO 7 CALIFORNIA * TELEPHONE SUTTER 1-59 September 4 1951 NOTICE OF ANNUAL STOCKHOLDERS MEETING The annual meeting of Western Fiberglas Supply pany's Stockholders will be held at the Palace Hotel San Francisco on Monday September 17 at 2:00 F.M. Com- 1951 Please check with the desk for the room number as same can not be assigned at this early date A meeting of the Board of Directors will be held after the Stockholders Meeting Sincerely yours \ LEIGHTON C. A. President CAL 739 BRYANT STREET SAN FRANCISCO 7 CALIFORNIA TELEPHONE SUTTER 1-59 "> September 10 1951 NOTICE OF ANNUAL STOCKHOLDERS MEETING Change of MeetingPlace Due to overlapping conventions the Palace Hotel cannot confirm our requested reservation for September 17 1951. Therefore the meeting place has been changed to the Alexander Hamilton Hotel 631 O'Farrell O'Farrell Street GR 4-5500 A suite has time of the been reserved under the meeting is 2:00 p.m. company name The Oe President Erma ki mir *~ - rns - as of _ =~ #& a ki = F op F FF MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBERGLAS SUPPLY COMPANY Pursuant to notice dated August 28 1952 the meeting of the stockholders of the Western Fiberglas Supply Company was held in the Emerald Room of the Alexander Hamilton Hotel in San Francisco California at 11:00 A.M. September 15 1952. Those present were A. W. Burroughs C. A. Leighton J. O. Martin representing representing representing 469.795 312.500 71,875 shares shares shares or a total of 854.170 shares representing 91.14 plus percent of the 937.17 outstanding shares Mr. Harry A. Dutton Jr. a Director of the company was present by invitation also Mr. Gordon B. Blackwood President and Sales Manager was present by invitation The meeting was called to order by Mr. J. O. Martin Chairman of the Board of Directors who requested the reading of the minutes of the previous stockholders meeting Mr. A. W. Burroughs Secretary of the company read the minutes of the previous meeting and they were approved as read The Financial Statement of the company consisting of the Balance Sheet and Operating Statement for its fiscal year ended June 30 1952 was distributed and reviewed in detail The busi- ness of the company was discussed in general and plans for the operation of the company's business for the ensuing year was discussed Mr. Harry A. Dutton Jr. stated that for personal reasons his stock representing 416.67 shares had heretofore been carried in the name of A. W. Burroughs as trustee and that now that the necessity of carrying his stock under trusteeship had been eliminated he would like to have the approval of the stockholders to have them transferred into his own name This approval was given unanimously Mr. C. A. Leighton stated that based upon past records of the company and the fine cooperation he had received from the present Board of Directors he would like to place the same Directors in nomination for election to that office for the ensu- ing year namely Mr. J. O. Martin Chairman of the Board of Directors Mr. Harry A. Dutton Jr. as a Director Mr. Gordon B. Blackwood as a Director and Mr. A. W. Burroughs as a Director representing four of the five Directors as required by the corporation's laws Mr. A. W. Burroughs then stated that due to the outstanding work and progress made by the company under the leadership of President C. A. Leighton he would like to place Mr. Leighton's name in nomination as the fifth Director of the company and also made a motion that the nominations be closed This motion was seconded and unanimously carried and Mr. J. O. Martin Chairman then asked for a vote of the stockholders for the election of the nominees This vote was taken by a showing of hands and all Directors were unanimously elected as nominated Mr. C. A. Leighton then brought up the matter of changing the name of the corporation as discussed by the Directors in their meetings of May 13 1952 and June 24 1952 and asked the Secretary to read that portion of the minutes of those meetings pertaining to the change of name whereat the Secretary read from the minutes of the meeting of May 13 1952 as follows Mr. C. A. Leighton stated that he had called this directors meeting for the purpose of notifying the Directors of the corporation that the Owens Corning Fiberglas Corporation had requested that we delete the word Fiberglas as used and copyrighted by them from our company name Their reasoning being that asmuch as we were handling allied products and not dealing entirely with them they felt they were fully justified in making this request The matter was discussed and the contract granting us permission to use the word Fiberglas in our company name was reviewed and it was found that there was no alternative but to comply with their request It was agreed that all Directors would give some thought to a new name for the corporation and that a meeting would be called in the near future to agree upon a new company name from those submitted Then the Secretary read from the minutes of the Directors meeting held on June 24 1952 as follows Mr. Leighton stated that he had received several suggested names for the change to be made in the corporate name and that in his opinion the one nearest to our present name and meeting the approval of all suppliers involved was Western Fibrous Glass Products Company and he asked that the Directors approve this change in the corporate name A motion was made by Mr. Harry A. Dutton Jr. to accept this name for the corporation and this motion was duly seconded and carried After the reading of these excerpts from the minutes as requested Mr. Leighton then made a motion that the stockholders approve the action taken by the Directors This motion was duly seconded and unanimously carried Mr. A. W. Burroughs called to the attention of the stockholders that due to the change of name new stock certificates would have to be issued in lieu of those now outstanding and that at the issuance thereof would be the proper time to have printed on these new certificates the transfer requirements as outlined in Article 5 Section 9 of the Corporate Laws Mr. Burroughs then read Article 5 Section 9 of the Corporate By- Laws so that all present would be familiar with the proposed change Mr. Harry A. Dutton Jr. made a motion that the Secretary be instructed to have the certificates printed under the new corporate name and have printed thereon that the transfer of these certificates could be made only in accordance with Article 5 Section 9 of the corporate laws This motion was seconded and unanimously carried Mr. Harry A. Dutton Jr. stated that due to the very fine accomplishments of Mr. Gordon Blackwood in the Southern California territory and also as Sales Manager of the corporation that he be - granted the privilege of purchasing stock in the corporation pointing out that there were 312.83 shares of stock held by the corporation as treasury stock and placed a motion before the stockholders that in accordance with this request ten 10 shares of this stock be set aside for purchase by Mr. Blackwood when as and if he wished to purchase them The price thereof and manner of purchase to be at the discretion and approval of the Directors at the time of purchase This motion was seconded by Mr. A. W. Burroughs and unanimously carried Mr. J. O. Martin Chairman of the Board of Directors stated that he should like to have a meeting of the Directors immediately following the adjournment of the stockholders meeting and asked all Directors present to remain The meeting was then recessed for lunch which was served in the meeting room after which the meeting was adjourned at 1:30 P.M. 739 SRYANT STREET SAN FRANCISCO 7 CALIFORNIA ' TELEPHONE SUTTER 1.596 August 28 1952 NOTICE OF ANNUAL STOCKHOLDERS MEETING The annual meeting of Western Fiberglas Supply Company's Stockholders will be held at the Alexander Hamilton Hotel 631 O'Farrell Street San Francisco on Monday September 15 1952 at 11:00 A.M. Please check with the desk for the meeting room number as same cannot be assigned at this early date or phone Mr. G. B. Blackwood who will also be registered at the same hotel A meeting of the Board of Directors will be held after the Stockholders meeting Very truly yours CAL amf \ ; a . C. ON Leighton President Se, SAN FRANCISCO SEATTLE LOS ANGELES MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated September 1 1953 the annual meeting of the stockholders of the Western Fibrous Glass Products Company was held at the offices of the company 739 Bryant Street San Francisco California on September 11 1953 at 11:00 A.M. Those present were Harry C. A. J. O. A. W. A. Dutton Leighton Martin Burroughs Jr. representing representing representing representing 416.67 312.50 71.875 53.125 shares shares shares shares 854.170 shares representing .91 plus percent of the 939.17 shares outstanding Mr. Gordon B. Blackwood Director and Vice President was present by invitation The meeting was called to order by Mr. J. O. Martin Chairman who requested the reading of the minutes of the previous stock- holders meeting Mr. A. W. Burroughs Secretary read the minutes and they were approved as read Mr. Burroughs reported that all outstanding stock certificates had been recalled and new certificates issued in accordance with instructions contained in the minutes of the previous meeting The Financial Statement together with the Operating Statement for the fiscal year ended June 30 1953 was distributed and reviewed Mr. J. O. Martin stated that due to increased activity in his own business that he was unable to spend the time necessary to act as Chairman of the Board of Western Fibrous Glass Products Company and that he should like to tender his resignation to become effect- ive immediately Mr. C. A. Leighton President stated that due to the fine services and the remarkable work done by Mr. Martin as chairman that he was reluctant to accept the resignation This matter was discussed thoroughly and it was agreed that it would be an imposition on Mr. Martin to press our time and requirements on him under the conditions and the resignation was accepted The Chair then asked for nominations to be brought before the meeting for someone to fill the vacancy Mr. A. W. Burroughs placed Mr. H. A. Dutton Jr.'s name in nomination and there being no other names presented it was moved and seconded that the nominations closed A vote was taken and Mr. Harry A. Dutton Jr. was unanimously elected new Chairman of the Board of Western Fibrous Glass Products Company Mr. Martin then turned over the chair to Mr. Harry A. Dutton Jr. Mr. Dutton then asked for nominations to be placed before the stockholders for the directors to act as such for the ensuing year A motion was made that all present directors names be placed in nomination There being no further nominations it was moved duly seconded and unanimously carried that the nominations be closed A vote was taken by the showing of hands and all directors were elected as nominated Mr. Harry A. Dutton Jr. requested that all of the directors as elected remain after the closing of the stockholders meeting for a directors meeting to be called at that time There being no further business the meeting was adjourned at 12:00 noon _ Burroughs A. W. Burroughs MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated meeting of the stockholders of the - 1954 the annual Western Fibrous Glass Products Company was held at the Alexander Hamilton Hotel Room 2001 on September 15 1954 at 11:00 A.M. Harry C. A. J. O. L. A. A. W. A. Dutton Leighton Martin Heinzelman Burroughs Jr. Those present were representing representing representing representing representing 416.67 312.50 71.875 66.00 53.125 shares shares shares shares shares 920.17 shares representing .98 plus percent of the 937.17 shares outstanding Mr. Gordon B. Blackwood Vice President and General Sales Manager was present by invitation The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous stockholders meeting Mr. A. W. Burroughs Secretary read the minutes and they were approved as read The Financial Statement for the fiscal year ended June 30 1954 was distributed to all present and reviewed in detail This statement was unanimously accepted as prepared Mr. J. O. Martin placed in nomination the names of the present Board of Directors for election as Directors for the ensuing year There being no further nominations it was moved and seconded and unanimously carried that the nominations be closed The Chairman then asked that a vote be taken by the showing of hands and all Directors were unanimously elected as WAIVER OF NOTICE AND CONSENT TO HOLDING OF FIRST MEETING OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY A CALIFORNIA CORPORATION a We the undersigned being all of the directors named in the Articles of Incorporation of Western Fiberglas Supply Company a California corporation duly formed by the filing of Baid articles of incorporation in the office of the California Secretary of State on August 19 1948 and desiring to hold the first meeting of the board of directors of said corporation for the purpose of completing the organization of its affaire do hereby waive notice of said meeting and consent to the holding thereof at 1804 Central Tower San Francisco on the 23rd day of September 1948 at eleven o'clock A.M. for the purpose of adopting laws electing officers adopting a form of corporate seal and transacting such business as may be brought before said meeting and do further agree that any business transacted at Baid meeting shall be as valid and legal and of the same force and effect as though said meeting were held after notice duly given WITNESS our signatures this 23rd day of September 1948 ChesterA. Leighton O. John Gay R. Dutton Albert W. W. Burroughs C/ HarveHarve | JameWs. Harvey a group Mr. L. A. Heinzelman complimented the management on the progress made by the Company which was followed by additional complimentary statements from Mr. Harry A. Dutton Jr. Chairman Mr. C. A. Leighton reported that he had supplied the necessary figures to the United States Government Renegotiation Board and that he had received a complete clearance from them for the years prior to and ending December 31 1953 A general discussion was had relative to the interest and potential advancement of the business Mr. Harry A. Dutton Jr. requested that all Directors remain following the stockholders meeting for a Directors meeting to be held after a lunch period There being no further business the meeting was adjourned at 1:00 P.M. e A.ZW. BuroughsBurroughs eeSeecnreetacrey s E Burroughs WESTERN MINUTES OF FIRST MEETING BOARD OF WESTERN FIBERGLAS DIRECTORS FIBERGLAS SUP LY OF OF COLTANY The directors named in the articles of incorporation of Western Fiberglas Supply Company a California corporation and constituting the board of directors of said corporation held their first meeting at Suite 1804 Central Tower Blog 703 Market Street San Francisco on the 23rd day of September 1948 at 2:00 o'clock p.m. There were present at said meeting John O. Martin Chester A. Leighton Gayle R. Dutton Albert V. Burroughs James W. Harvey being all of the directors of said corporation named in its articles of incorporation On motion and by unanimous vote Gale R. Dutton was elected emporary chaiman and A. M. Burroughs was elected temporary secretary of the meeting The chairman announced that the meeting was held pursuant to written waiver of notice thereof and consent thereto sirned by all of the directors of the corporation named as such in the articles of incorporation such waiver and consent was presented to the meeting and upon motion duly made seconded and unanimously carried was made a part of the records of the meeting and now precedes the minutes of this meeting in the Book of Minutes of the corporation The chairman stated that the original articles of incorporation of the corporation had been filed in the office of the California Secretary of State on August 19 1948 and that a copy thereof certified by said Secretary of State would be filed in the office of the County Clerk of the City and County of San Francisco being the county in which the corporation is to have its principal office and in which the corporation contemplates holding real property He presented to the meeting a certified copy of said articles of incorporation showing filings as stated and the secretary was directed to insert said copy in the book of minutes of the corporation The master of the adoption of laws for the regulation of the corporation was next considered The secretary presented to the meeting a form of laws which were duly considered and discussed On motion duly made seconded and unanimously carried the following resolutions were adopted Thereas the shareholders of this corporation have not as vet adopted any laws for the regulation of its affairs and Thereas there as been presented to this meeting a form of bylays for the refulation of the affairs of this corporation and Thereas it is deemed to be to the best interests of this corperation and its shareholders that said laws be adopted by this board of directors as and for the laws of this corporation HOW THEREFORE THEREFORE BE IT RESOLVED That the laws presented to this meeting and discussed hereat he and the same are hereby adopted as and for the laws of this corporation RESOLVED FURTHER that the secretary of this corporation be and he is hereby authorized and directed to execute a certificate of the adoption of said laws and to insert said laws as so certified in the book of minutes of this corporation and to see that a copy of said laws similarly certified is kept at the principal office for the transaction of business of this corporation in accordance with Section 502 of the California Corporations Code The meeting then proceeded to the election of a president a vice president and a secretam The following were duly elected to the offices offices indicated after the name of each John O. Martin President Chester A. Leighton Vice Pres & Mrens Mrens Gayle R. Dutton Vice President Albert V. Burroughs Secretary All officers so elected were present and accepted the respective ffices to which they were elected Thereafter J. O. Martin president pre- sided at the meeting as chairman and the secretary acted as secretary of the meeting The secretary presented for the approval of the meeting a proposed seal of the corporation consisting of two concentric circles with the name Western Fiberglas Supply Company and the words and figures California August 19 1948 in the form and figure as follows On motion duly made seconded and unanimously carried the following resolution was adopted adopted RESOLVED That the corporate seal in the form words and figures presented to this meeting be and the same hereby is adopted as the seal of this corporation The secretary presented to the meeting the proposed forms of share certificates for use by the corporation On motion duly made seconded and unanimously carried said forms of share certificates were approved and adopted and the secretary was instructed to insert a copy thereof in the Book of Minutes immediately following the minutes of the meeting The chairman presented to the meeting a financial statement of the condition of the partnership known as Western Fiberglas Supply Ltd. as of 19 304198 48 After discussion upon notion duly made seconded and unani- mously carried the following resolutions were adopted Thereas the board of directors of this corporation deems it to be for the best interests of this corporation and its share- holders that it acquire the business and assume certain liabil- ities of Western Fiberglas Supply Ltd. as set forth in the statement of June 30 1945 in consideration of the issuance by this corporation of 1250 shares of its no par value stock at stated value of 100 per share to the members of said partner- ship in the following amounts Name " c of Shares Gayle R. Dutton 312 Total Value 031,250.00 Chester A. Leighton 3124 31,250.00 John C. Martin 71-7 7,207.50 AlberVt. Burroughs 553-1 55,312.50 55,312.50 Now Therefore BE IT RESOLVED That the president and secre- tar of this corporation be and they are hereby authorized to acquire said assets of Western Fiberglas Supply Ltd. in consid- eration of the issuance and delivery to members of said partner- ship of 1250 shares of no par value stock of the stated value of 100.00 per share as follows Name No. of Shares Gayle R. Dutton 312 Chester A. Leighton 3129 Total Value 31,250.00 31,250.00 John C. Martin 71-7 7,187.50 Albert W. Burroughs 553-1 55,312.50 RESOLVED FURTHER That the president be and he is hereby authorized and directed to prepare or cause to be prepared verify and file or cause to be filed in behalf of this corporation an application to the California Commissioner of Corporations for a permit wuthorizing this corporation to issue and sell 1250 shares of its no par value stock for sale at a stated value of 200.0 200.0 per share RESOLVED FER That upon the issuance of a permit by the California Commissioner of Corporations pursuant to such applination or any amendment thereof the president or vice presidents and the secretary of this corporation be and they are hereby auth- orized and instructed to issue and sell the shares of no par value stock of this corporation authorized to be issued and sold by said permit for the consideration stated and in compliance with all the terms and conditions of such perit In order to pay for the expenses of incorporation and anization of the corporation on motion duly made seconded and unanimously carried the following resolution was adopted RESOLVED That the president or vice presidents and the treasurer of this corporation be and they are hereby authorized and directed to pay the expenses of the incorporation and organization of this corporatio"n Upon motion duly made seconded and unanimously carried the following resolution was adopted RESOLVED That 739 Bryant Street San Francisco California be and the same is hereby designated as the principal office for the transaction of the business of this corporation in the City and County of San Francisco State of California To provide for a depositary for the funds of the corporation and to authorize certain officers to deal with the corporate funds upon motion duly made seconded and unanimously carried the following resolutions were adopted RESOLVED That the Harbor Branch of the Bank of America National Trust and Savings Association be and it is hereby selected as the banking house in which the funds of this corporation shall be deposited and all money or other valuables of this corporation so deposited shall be subject to withdrawal by checks or other orders or receipts of this corporation signed by any two of the following officers John O. Martin President Chester A. Leighton Vice Pres and Treas Gayle R. Dutton Vice President Albert M. Burroughs Secretary and the said officers or agents of this corporation are hereby empowered to sin such checks or other orders or receipts or endorse and cash checks made by others and the said Bank of America National Trust and Savings Association is hereby authorized and empowered to honor the same when so executed until such time as it receives advice in writing to the contrary FURTHER RESOLVED That this corporation shall maintain with said Bank of America National Trust and Savings Association a payroll account and all money or other valuables of this corporation deposited in said account shall be subject to withdrawal b checks or other orders or receipts of this corporation in amounts not to exceed 500.00 for any one check order or receipt when signed by either of the following officers Gayle R. Dutton Vice President Chester A. Leighton Vice Pres and Treas and the said officers or agents of this corporation are hereby empowered to sign such checks or other orders or receipts and the said Bank of America National Trust and Savings Association is hereby authorized and empowered to honor the same when so executed until such time as it receives advice in writing to the FURTHER RESOLVED That any officer of this corporation shall be authorized to endorse checks drafts or other evidences of indebtedness made payable to the order of this corporation but only for the purpose of deposit FURTHER RISOLUTED That a copy of this resolution certified by the secretary of the corporation under its corporate seal be deposited with the said Bank of America National Trust and Savings Bank with the signatures of the aforesaid officers or agents of this this corporation There being no further business to come before this meeting upon motion duly made seconded and unanimously carried the meeting was adjourned Attest TemporaryTemporary Donough Donough Donough Donough Johabbate Johabbate Johabbate RESOLVED that this corporation Piberglas Company ee borrow from BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION a national banking association ereinafter referred to as the Bank from time to time such sum or sums of money as in the judgment of the officer or officers herein- ter authorized this corporation may require provided that the aggregate amount of such borrowing pursuant to this resolu- dion shall not at any one time exceed the sum of Dollars in addition to such amount as may be otherwise authorized RESOLVED FURTHER that mcmnee ne Mesa a eee haem ee eet bee nae te Ee Renee Eke e ee modems eee e a teewee ee Seer e eee renee the the ake reas Vice VicePresident President President PresidentPresident President President President y cadeMbewnacatinnca pisncecs LeigAh . t Leio ghtn on oo the the ViceTreas anduTr ree asr urer and eect cecereeee te, ceneenscaceestessascoecouesaeas _.c. uevesasan _. ... the ......... sseeeessesecteseseecgcececcessctessesensesecsseesersese OT veapeeese _ the of this corporation the officer or officers or officers acting in combination authorized to act pursuant hereto being hereinafter designated as authorized officers be and they are hereby authorized directed and empowered in the name of this corporation to execute and deliver to said Bank and said Bank is requested to accept the note or notes of this corporation for the moneys so borrowed with interest thereon and said authorized officers are authorized from time to time to execute renewals or exten- sions of said note or notes RESOLVED FURTHER that said authorized officers be and they are hereby authorized directed and empowered as security for any note or notes or any other indebtedness of this corporation to said Bank whether arising pursuant to this resolu tion or otherwise to grant transfer pledge mortgage or otherwise hypothecate to said Bank or deed in trust for its benefit any property belonging to this corporation and to execute and deliver to said Bank any and all grants transfers pledge agreements mortgages deeds of trust and other hypothecation agreements which said instruments and the note or notes hereinbefore referred to may contain such provisions covenants recitals and agreements as said Bank may require and said authorized officers may approve and the execution thereof by said authorized officers shall be conclusive evidence of such approval RESOLVED FURTHER that said authorized officers be and they are hereby authorized directed and empowered to discount with said Bank notes acceptances receivables and evidences of indebtedness payable to this corporation upon such terms as may be agreed upon by them and said Bank and to endorse in the name of this corporation said notes acceptances receivable and evidences of indebtedness so discounted and to guarantee the payment of the same to the Bank RESOLVED FURTHER that the Bank is authorized to act upon this resolution until written notice of its revocation delivered to the Bank and that the authority hereby granted shall apply with equal force and effect to the successors in office of the officers herein named I W. Burroughs natenaseytnscueas scetasecesceessetscee . , Secretary Western Fiberglas Company . , a corporation incorporated under the laws of the State of California evo do hereby certify that the foregoing is a full true and correct copy of a resolution of the Board of Directors of said corporation duly and regularly passed and adopted at a meeting of the Board of Directors of said corporation which was duly and regularly called and held in all respects as required by law and by the laws of said corporation at the office thereof on the171th 7th17th day November 00000 1948 at which meeting a majority of the Board of Directors of said corporation was present and voted in favor of said resolution speci I further certify that said resolution is still in full force and effect and has not been amended or revoked and that the men signatures appearing below are the signature of the officers authorized to sign for this corporation by virtue of this resolution IN WITNESS WHEREOF I have hereunto set my hand as such Secretary and affixed the corporate seal of said corpora- tion 17 17t th h _day Novem Novembb er Nove ember r Novembercece19.48 oe een eee, eeae COPY COPY RESOLVED that this corporation WESTERN FIBERGLAS SUPPLY0 borrow from BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION a national banking association ereinafter referred to as the Bank from time to time such sum or sums of money as in the judgment of the officer or officers hereinter authorized this corporation may require provided that the aggregate amount of such borrowing pursuant to this resolu- tion shall not at any one time exceed the sum of ool cc cccgsescossesecesece cosapescecesecsaneresesaessssscesasateaseesensressasesasseascesesceessessacaesvarenees Dollars in addition to such amount as may be otherwise authorized RESOLVED FURTHER that any two of the following John wee O. Martin ee the President Dutt R. o Dutn ton the Vice President Leigh A. t Leigo htor r Leightor _ _the and Treasurer or BurroBu urroug ghs Bh urros ughs ccc csetce thethe Secretary ccc of this corporation the officer or officers or officers acting in combination authorized to act pursuant hereto being hereinafter designated as authorized officers be and they are hereby authorized directed and empowered in the name of this corpora- tion to execute and deliver to said Bank and said Bank is requested to accept the note or notes of this corporation for the moneys so borrowed with interest thereon and said authorized officers are authorized from time to time to execute renewals or exten- sions of said note or notes RESOLVED FURTHER that said authorized officers be and they are hereby authorized directed and empowered as security for any note or notes or any other indebtedness of this corporation to said Bank whether arising pursuant to this resolu tion or otherwise to grant transfer pledge mortgage or other wise hypothecate to said Bank or deed in trust for its benefit any property belonging to this corporation and to execute and deliver to said Bank any and all grants transfers pledge agreements mortgages deeds of trust and other hypothecation agreements which said instruments and the note or notes hereinbefore referred to may contain such provisions covenants recitals and agreements as said Bank may require and said authorized officers may approve and the execution thereof by said authorized officers shall be conclusive evidence of such approval RESOLVED FURTHER that said authorized officers be and they are hereby authorized directed and empowered to discount with said Bank notes acceptances receivables and evidences of indebtedness payable to this corporation upon such term as may be agreed upon by them and said Bank and to endorse in the name of this corporation said notes acceptances receivable and evidences of indebtedness so discounted and to guarantee the payment of the same to the Bank RESOLVED FURTHER that the Bank is authorized to act upon this resolution until written notice of its revocation i delivered to the Bank and that the authority hereby granted shall apply with equal force and effect to the successors in office of the officers herein named Burr W.oBu urg roh ugs hs af WESTERN FIBERGLAS SUPPLY SUPPLY CO ccc cssesssuescseceesesesumuanstesssnsessinaareeeseses Secretary , a corporation incorporated under the laws of the State of Californiaooo., do hereby certify that the foregoing is a full true and correct copy of a resolution of the Board of Directors of said corporation duly and regularly passed and adopted at a meeting of the Board o Directors of said corporation which was duly and regularly called and held in all respects as required by law and by the law of said corporation at the office thereof on the seventeenth day of November . 19.48 at which meeting a majority of the Board of Directors of said corporation was present and voted in favor of said resolution I further certify that said resolution is still in full force and effect and has not been amended or revoked and that the speci men signatures appearing below are the signature of the officers authorized to sign for this corporation by virtue of this resolution WHEREOF IN WITNESS I tion this 24 24 day of set my hand as such Secretary and affixed the corporate seal of said corpora 1948 A bor bor 1948 wees ccna te ten dene a eee es neeebaad cneaaa te aenas oonbbae ne beesne meme cee tes SECRETARY OF WESTERN FIBERGLAS SUPPLY CO MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the company located at 739 Bryant Street San Francisco California at 11:00 o'clock A.M. on the 17th day of November 1948 for the purpose of transacting any and all business pretaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person 0. G. R. C. C. A. H. A. A. W. Martin Dutton Leighton Dutton Jr. Burroughs being all the Directors of the Corporation The meeting was called to order by J. O. Martin President and the activities pretaining to the Companies business was discussed in general OFFICERS SALARIES approved On a motion duly made salaries as follows seconded and carried the Board Mr. G. R. Dutton Vice President 750.00 per mo Mr. C. A. Leighton Vice President 750.00 per mo Mr. A. W. Burroughs Secretary 100.00 per mo These salaries to become effective as of November 15th 1948 and to remain in effect until December 31st 1948 PURCHASES Mr. H. A. Dutton Jr. then presented to the Board a offer to sell to the Western Fiberglas Supply Company the inventory together with any other equipment that the Dutton Asbestos Company owned that the Board might see fit to purchase in connection with a proposed ex- mansion of the thermal insulation activities of the Westam Fibezolas Supply Company This matter was discussed at length and there were several contingencies which would have to be clarified prior to any acceptance by the Board of Mr. H. A. Dutton Jr.'s offer The principal contingencies being that the Western Fiberglas Supply Company could not according to their contract with the Corning Fiberglas Company take on a Magnesia Franchise without their approval and that the Magnesia Franchise held by Mr. H. A. Dutton Jr. from the Fhret Magnesia Manufacturing Company Therefore it was agreed thar Mr. G. R. Dutton was to seek the permission of the Corning Fiberglas Company for the Western Fiberglas Supply Company to expand their thermal insulation department to the extent of accepting Magnesia as a side line product Mr. H. A. Dutton Jr. was to seek the permission of the Ehret Mag- nesia Manufacturing Company to transfer his Magnesia Franchise to the Western Fiberglas Supply Company Upon securing the approval of both Companies a meeting of the Directors of the Western Fiberglas Company is to be called for further discussion of the matter Mr. C. A. Leighton then brought to the attention of the Board that the manner in which they were required to handle loans at the Bank when pledging accounts receivable as security was quite cumbersome in that the prior Resolution required the signatures of a Vice President and any other officer to negotiate the loans and he asked that a Resolution be made whereby any loans secured by accounts receivable be permitted when signed by any two officers of the Corporation Upon a motion duly made seconded and carried the board granted this permission and the Secretary was instructed to supply the Bank with a proper Resolution authorizing the change There being no further business the meeting was adjourned at 12:15 P.M. D. Martin G. R. Dutton C. A. Leighton 2 Jr. H. A. Dutton Jr. BN, MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the company located at 739 Bryant Street San Francisco California at 3:00 o'clock P.K. on the 9th day of December 1948 for the purpose of transacting any and all business pretaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. 0. Martin G R. Dutton C. A. Leighton H. A. Dutton Jr. A. W. Burroughs being all the Directors of the Corporation RECORD OF SALES The meeting was called to order by J. O. Martin President and Mr. C. A. Leighton as Treasurer presented to each of the members of the Board a copy of the balance sheet as of September 30 1948 and the operating statement covering the period July 1st 1948 to September 30th 1948 together with a record of the sales made during this period by each Salesman showing the gross profit on each Salesman's activities in comparison with their salary commissions and expense accounts The financial statement was discussed in detail and the statement covering the Salesmen's activities was carefully scrutinized Inasmuch as the operating statement showed a net loss of 1,372.29 for the period and that certain Salesmen were little more than covering their own salary commissions and expense accounts that some action be considered in connection therewith It being shown that the loss would not have occurred had certain Salesmen been eliminated from the payroll and their activities and territories been consolidated into the territories and activities of the remaining Salesmen It was brought out that if Mr. Heinzelman had been eliminated from the sales force and his accounts and territories turned over to Mr. Paul at the beginning of the period we should have secured the same amount of business with a savings of a little more than 5,500.00 It was agreed that Mr. Heinzelman would be asked for his resignation to become effective December 31 1948 and that Mr. Paul be instructed to assume his territory and accounts ADVANCES It was then called to the attention of the Board that Mr. Douglas who is in charge of the thermal insulation department had been securing advances against future commissions and that it was question- able whether the amount of sales credited to Mr. Douglas would be suf- ficient in their gross profits to cover the commissions already advanced It was agreed that the practice of advance commissions to Salesmen on anticipated sales and profit be discontinued as of December 31 1948 Mr. G. R. Dutton stated that he would assume the responsibility of securing Hr Heinzelman's resignation and notifying of termination R XMAS BONUSES The matter of Christmas Bonuses for the office employees was then discussed and the Board agreed that Mr. C. A. Leighton and Mr. G. R. Dutton should work out an arrangement for paying Bonuses to the office employees not to exceed 1,000.00 in total The matter of Christmas presents to be distributed by the Company to their customers and prospect- ive customers was discussed and the same understanding was reached that Mr. G. R. Dutton and Mr. C. A. Leighton be placed in charge of this activ- ity but that it should not exceed a total expenditure of 1,000.00 here being no further business the meeting was adjourned J. O. Martin R. R. G. R. Dutton alate C. A. Leighton H. A. Dutton Jr. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the company located at 739 Bryant Street San Francisco California at 3:00 o'clock P.M. on the 7th day of January 1949 for the purpose of transacting any and all busines pretaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person O. Martin R. Dutton C. A. Leighton H. A. Dutton Jr. A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by J. O. Martin President who asked the secretary to read the minutes of the previous meeting the minutes being approved as read The activity pretaining to the Company's business was discussed in general and a motion was made seconded and unanimously carried that steps be taken to reduce the inventory of the Com pany so that it would not exceed a value of 75,000.00 by March 6thMarch 7th being the date for filing personal property tax returns and that thereafter the value of the inventory be held at a figure not to exceed 75,000.00 as a general rule Mr. G. R. Dutton reported that Mr. Heinzelman been re- tained on the payroll due to Mr. Cushman's resignation Mr. H. A. Dutton Jr. made a motion that Mr. Heinzelman be released by Jan- uary 15 1949. Mr. C. A. Leighton seconded the motion and it carried by a majority vote There being no further business the meeting was adjourned Martin Termokati . R.G. R. R. Dutton C. A. Leighton Secretary afl MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the company located at 739 Bryant Street San Francisco California at 10:00 o'clock A.M. on the 18th day of February 1949 for the purpose of transacting any and all business pretaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin G. R. Dutton C. C. A. Leighton H. A. Dutton Jr. A.A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by J. O. Martin President Mr. C. A. Leighton gave each of the Directors a copy of the balance sheet and operating statement showing the Company's financial position as of December 31 1948 and the operating statement was reviewed in detail it being brought out that expenses were greatly reduced as of January 1 1949 and that fur- ther reductions were being made and contemplated to the extent that the March 31st statement would show a much improved picture Mr. C. A. Leighton called to the attention of the Directors that during the period that the company was operated as a Partnership he had carried life insurance on the life of Mr. G. R. Dutton and that Mr. G. R. Dutton had carried life insurance on Mr. C. A. Leighton for the purpose of purchasing Wither of the General Partnership's estates interest in the Western Fiberglas Supply Company in the case of death of either of the General Partners Both Mr. Leighton and Mr. Dutton offered the Directors the opportunity of taking over these life insurance policies for the benefit of the company by assuming the premium there on after June 30 1948 and returning to each of them the amount of accrued cash value of the policies as of that date It was decided that this matter be held over to a future meeting for further discussion Mr. G. R. Dutton advised the directos that he had drawn a check to himself in the amount of 2,000.00 as an advance Mr. A. W. Burroughs made a motion that this advance be approved by the directorship with the understanding that it be repaid as soon as possible and that all future advances to officers directors or stockholders be approved by the directors prior to the advance being made The motion was seconded and carried Mr. Leighton brought to the attention of the Directors that at the time of the change of the Company's financial structure from & Partnership to a Corporation he had suffered a loss of approximately 2,500.00 Mr. H. A. Dutton Jr. made a motion that this amount be set up as moneys due Mr. Leighton and be repaid in quarterly payments of 10 of the Company's net earnings each quarter until the obligation was retired The motion was seconded by Mr. J. O. Martin and unanimously carried Mr. A. W. Burroughs stated that inasmuch as the Corpor- ation started doing business as such as of August 19 1948 that the Company would have to decide as to whether it should operate on a fiscal year basis or a calendar year basis The matter was discussed and a motion was made seconded and duly carried that a fiscal year be adopted the period to be from July 1st to June 30th of each year The matter of dividends to the stockholders was dis- cussed and Mr. H. A. Dutton Jr. made a motion that 75 of the earnings as shown on the December 31st 1948 statement be paid to the stockholders as dividends in proportion to their holdings as soon as possible after the reduction of inventory as contemplated would permit This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. C. A. Leighton brought out that in some instances bid proposals and bids on contract work were being made or let without the knowledge of both operating vice presidents and that due to the shortage of working capital of the Company it was necessary that both have full knowledge of all bid proposals and bids so that financing thereof could be properly arranged A motion was made Mr. A. W. Burroughs that Mr. G. R. Dutton and Mr. C. A. Leighton prepare a form of proposal and bid or a rubber stamp to be placed thereon that would require the signature of both operating vice presidents This form or stamp wording to be brought before the Directors at their next meeting for approval This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried There being no further business the meeting was ad- journed nough Burroughs A. A. Secretary Pall C. A. Leighton _ YS kL APA H. A. Dutton Jr. d MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY -0-0-0-0-0-0-0-0-0-0-0- We the undersigned being all the Directors of the Western fiberglas Supply Company have caused a special meeting to be held at the offices of the company located at 739 Bryant Street San Francisco California at 2 o'clock P.M. on the 21st day of March 1949 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin G. R. Dutton C. A. Leighton H. A. Dutton Jr. A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by J. O. Martin President who requested the secretary to read the minutes of the previous meeting A motion was made by Mr. H. A. Dutton Jr. that the minutes be accepted as read This motion was seconded by Mr. C. A. Leighton and unanimously carried The business activities were discussed in general and Mr. C. A. Leighton reported that the inventory as of March 31 1949 had been reduced to approximately 90,000.00 The matter of insurance on the lives of Mr. G. R. Dutton and Mr. C. A. Leighton the General Partners of the now dissolved Partnership was brought up for discussion for the purpose of deciding as to whether or not the Corporation should take over these policies and refund of cash values thereof to the respect- ive policy holders and having them reassigned to the Corporation as beneficiary with the Corporation assuming future premiums ocx _ mm 60a -_ ge ation not accept the policies This motion was seconded by Mr. J. O. Martin and was carried by a majority vote The matter of officers salaries was discussed On motion duly made seconded and carried the Board of Directors authorized salaries as follows Mr. G. R. Dutton Vice Pres- ident 750.00 per month Mr. C. A. Leighton Vice President 750.00 per month Mr. A. W. Burroughs Secretary 100.00 per month These salaries were approved as of January 1 1949 to continue through June 30 1949 Mr. C. A. Leighton brought to the attention of the Dir- ectors that in the change over from the Partnership to the Cor- poration he had sustained a capital loss in the amount of 2513.23 On motion duly made seconded and carried the Directors agreed that the Company should pay Mr. Leighton a bonus of 10 of the Cor- porate earnings until such time as Mr. Leighton had been reim- bursed in full for his loss this bonus to be paid at each divid- end paying period and to be based on the net earnings for the period from which dividends were declared In accordance there- with and in accordance with the minutes of the previous meeting Mr. Leighton as treasurer was instructed to pay himself 10 of the net earnings for the period ending December 31 1948 and to pay to the Stockholders 75 of the remaining balance of the net earnings as dividends in proportion to their holdings this dividend to be paid on or before March 31 1949 Mr. A. W. Burroughs then made the motion that all of the Directors being all of the stockholders of the Corporation and as such Stockholders waive any and all legal formalities and technicalities to permit the sale of any number of shares of stock not to exceed 250 shares at a price of 150.00 per share being offered for sale through Mr. A. W. Burroughs as Secretary The motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. H. A. Dutton Jr. was asked for a report of his findings on permission to sell his Ehret Magnesia Manufactur- ing Company franchise to the Western Fiberglas Supply Company and he reported that he had not as yet received this permission The matter of Mr. Douglas commission advances was discussed and it was agreed to table this matter for discussion at a future meeting The matter of requiring both signatures of the operating vice presidents to all bids and propositions was discussed and this matter was also advanced to a future meeting for further discussion At this time Mr. wood Black , manager of the Los Angeles office was invited into the meeting for the purpose of making the acquaintance of all of the Directors of the Company and offering any suggestions that might be helpful in his activities as well as the general activities of the company Mr. Black gave a very interesting report relative to the South- ern California activity and his method of operations which received the unanimous praise and approval of the Directors There being no further business the meeting was adjourned W. ' ranean a, 7 A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY -0-0-0-0-0-0-0-0-0-0- We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the company located at 739 Bryant Street San Francisco California at 10 o'clock A.M. on the 19th day of May 1949 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin G. R. Dutton C. A. Leighton H. A. Dutton Jr. A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by J. O. Martin President who asked the secretary to read the minutes of the previous meeting After hearing the minutes Mr. C. A. Leighton made a motion that the minutes be approved as read Mr. H. A. Dutton Jr. seconded the motion and it was unanimously carried In reviewing unfinished business Mr. H. A. Dutton Jr. stated that he did not as yet have a report on the transfer of the Ehret Magnesia Franchise Mr. C. A. Leighton reported that all bids are now being cleared through one designated person so that all parties concerned can be apprised of all outstanding bid proposals Mr. Leighton also stated that he and Mr. G. R. Dutton would prepare a form for rubber stamp to be placed on all proposals that bid acceptances could only be honored upon the signature of both operating presidents The matter of consigned inventory was discussed and Mr. H. A. Dutton Jr. made a motion that all decorative fabrics now in our Los Angeles branch on consignment be returned to the consignor under proper receipts so that this con- signed inventory can be cleared from the records Mr. C. A. Leighton seconded the motion and it was carried by majority vote The financial statement was perused in detail and Mr. H. A. Dutton Jr. made a motion that the financial statement be accepted as prepared but that Mr. C. A. Leighton and Mr. G. R. Dutton make an analysis of all expenses so that they could be properly allocated to the proper offices on all fut- ure statements Mr. A. W. Burroughs seconded the motion and it was unanimously carried At previous Directors meetings various discussions had been entered into relative to entering into the thermal insulation contracting business in Southern California and in line with these discussions Mr. H. A. Dutton Jr. made a motion that the Western Fiberglas Supply Company refrain from entering into this activity and that any and all thermal insulation contract bids be accepted only by the San Francisco office and that as a general rule thermal insulation contracts be accepted only within the scope of the territory cov- ered in the Franchise agreement between the Owens Corning Fiberglas Company and the Western Fiberglas Supply Company This motion was seconded by Mr. C. A. Leighton and was unani- mously carried ., - t e. a It was brought out in the meeting that for the second time employees of the company had used company funds for per- sonal use without proper authorization and approval Mr. G. R. Dutton made a motion that beginning as of this meeting that any officer officers or employees using company funds for any pur- pose whatsoever other than company business without proper authorization tacit implication not being considered proper authorization be immediately dismissed This motion was second- ed by Mr. C. A. Leighton and was unanimously carried Mr. A. W. Burroughs made a motion that Mr. G. R. Dutton and Mr. C. A. Leighton as operating presidents make an analysis of the entire business in general and prepare in detail a complete statement of this analysis with their recommendations as to how profits can be made by the company This statement to be prepared in sufficient copies so that each Director may re- ceive one and a meeting be called for Wednesday morning June 1st at 10:00 A.M. for the study of this analysis immediate ac- tion to be taken by the Directors as they deem necessary in con- nection therewith ed There being no further business the meeting was adjourn- tobartiniMartotbianrtini tobartini Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY -0-0-0-0-0-0-0-0-0-0- We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the Company located at 739 Bryant Street San Francisco California at 5:00 o'clock P.M. on the 1st day of August 1949 for the purpose of transacting any and all business pretaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin G. R. Dutton C. A. Leighton H. A. Dutton Jr A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by Mr. J. O. Martin President and the business in general was discussed Mr. G. R. Dutton expressed his desire to withdraw from the company actively and financially and tendered his resignation as director officer and employee to become effective August 10 1949 and offered to surrender his stockholdings to the Corporation or any director thereof at book value and accept in payment thereof various assets such as cash negotiated contracts work in progress orders on hand etc. It was moved by the Board of Directors to accept Mr. Dutton's resignation as of August 10 1949 and Mr. C. A. Leighton was instructed to negotiate with Mr. G. R. Dutton relative to the acquisition of the stock held by Mr. G. R. Dutton in return for such assets as are mutually satisfactory and such arrangement to be presented to the Board of Directors at a meeting to be called at 5:30 P.M. on August 10 1949 the Board to adjust any differences if possible and conslude the agreement before adjournment There being no further business to be brought before the meeting the meeting was adjourned at 9:00 P.M. A. Secretary Burroughs C. G. R. Dutton C. Leighton ea A. Leighton a H. A. Dutton Jr MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the Company located at 739 Bryant Street San Francisco California at 12:00 o'clock noon on November 1st 1949 for the purpose of transacting any and all business pretaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin C. A. Leighton H. A. Dutton Jr A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by Mr. J. O. Martin President whereupon Mr. C. A. Leighton advised the Directors that he had entered into an agreement under date of October 24 1949 by and between Western Fiberglas Supply Company and Mr. Gayle R. Dutton in accordance with the minutes of the Directors meeting held August 10 1949 said agreement being attached hereto and made a part of these minutes The agreement was read by all Directors and a motion was made by Harry A. Dutton Jr and seconded by Mr. J. O. Martin that the agreement be accepted as written and that Mr. Leighton's action in entering into this agreement be approved The motion unanimously carried Mr. C. A. Leighton also brought to the attention of the Directors the fact that Mr. Gayle R. Dutton had been carried on pay roll up to and including September 30 1949 even though his resignation had been tendered and accepted as of August 10 1949. He asked that this additional salary given Mr. Dutton be approved by the Directors The motion was made seconded and carried approving the payment of this additional salary to Mr. Dutton There being no further business the meeting was ad- journed 1 marti J. O. Martin A. W. Burroughs a Secretary C. A. Leighton H. A. Dutton Jr WAIVER OF NOTICE AND CONSENT TO HOLDING OF FIRST MEETING OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY A CALIFORNIA CORPORATION We the undersigned being all of the directors named in the Articles of Incorporation of Western Fiberglas Supply Company a California corporation duly formed by the filing of said articles of incorporation in the office of the California Secretaroyf State on August 19 1948 and desiring to hold the first meeting of the board of directors of said corporation for the purpose of completing the organization of its affairs do hereby waive notice of said meeting and consent to the holding thereof at 1804 Central Tower San Francisco on the 23rd day of September 1948 at eleven o'clock M. for the purpose of adopting laws electing officers adopting a form of corporate seal and transacting such business as may be brought before said meeting and do further agree that any business transacted at Bald meeting shall be as valid and legal and of the same force and effect as though said meeting were held after notice duly given WITNESS our signatures this 23rd day of September 1948 Chester A. Leighton (Co a Ne, ES Gayle R. Dutton Albert Wy Burroughs Wy Harve Imesty | James W. Harvey AGREEMENT This Agreement made and entered into this 24th day of October 1949 by and between WESTERN FIBERGLAS SUPPLY COMPANY -- corporation First Party and GAYLE R. DUTTON individually and doing business as DUTTON INSULATION COMPANY Second Party both of the City and County of San Francisco State of California WITNESSETH WHEREAS First Party has heretofore operated a Heat Insula- tion Department and WHEREAS Second Party is now forming a business that will specialize in heat insulation and Fe WHEREAS said Second Party Dutton Insulation Company is being organized by and will be owned and operated by Gayle R. Dutton who is a shareholder of First Party and has been employed in the Heat Insulation Department of First Party and WHEREAS it is desired by this agreement to provide for the i assignment of certain contracts for insulations and related work from First Party to Second Farty to provide for the purchase of certain capital stock of First Party by said First Farty from Second Party Lary and to provide for the transfer of certain facilities supplies equip- ment and personnel of First Party to Second Party NOW THEREFORE in consideration of the premises and recitals fy hereinabove set forth and the mutual promises and undertakings herein contined and for further good and valuable consideration the parties hereto agree 1. First Party agrees to buy and Second Party Gayle R. Dutton agrees to sell 162-83 shares of capital stock of said First Party at the value of 100.00 per share for the following -1- consideration a First Party agrees to pay 2500.00 in cash to Second Party upon execution of this agreement b First Party agrees to pay an additional 1500.00 @e in cash to Second Party on or before the 17th day of October 1949 c First Party agrees to give credit to Second Party in the amount of 3319.77 for the purchase of materials from @r First Party by Second Perty d First Party agrees to cancel an indebtedness due it by Second Party in the amount of 8963.23 by an acknowledgement @e and release of all claims to date for advances to First Party or for materials purchased by First Party for the account of Second Party 20 First Party agrees to assign certain contract jobs Oe listed under Exhibit A attached bereto to Second Party upon execution of this agreement Upon assignment of said contract jobs by First Party to Second Party and acceptance of said assignment or assigaments by the customer or customers Second Party agrees to perfor the said contract jobs 3. Second Party agrees to enter into contracts and @-+ perform any or all contracts for customers as per quotations and at prices quoted by First Party or by Second Farty Dutton Insulation Company through G. R. Dutton or Thomas C. Douglass Jr. prior to date Ge of execution of this agreement 4. First Party agrees to pay or advance funds to cover payment for wages to field employees hired by Second Party to install er material to complete contract jobs listed under Exhibit B attached hereto 5. First Party agrees to furnish to Second Party at cost : warehousing trucking job tools and equipment and such stationary and office supplies as may be mutually agreed upon between the parties -2- 6. First Party agrees to furnish to Second Party office and warehouse space office furniture and equipment and utilities to the extent presently occupied and used by said Second Party through and including December 31 1949 7. First Party further agrees to furnish telephone answering services as mutually agreed between the parties to the Second Farty through and including December 31 1949 8. Second Party agrees to pay First Party the sum of 250.02500.00 per month during the period October 1 1949 to and including December 31 1949 for facilities and services listed in paragraphs 6 and 7 of this agreement Second Party further agrees to pay First Party such other fair and reasonable sums as First Party may charge for extraordinary services and facilities of a similar nature to those contempla by said paragraphs 6 and 7 of this agreement 9. First Party agrees to sell and Second Party agrees to purchase on December 31 1949 the desks and other office furniture a equipment presently used by Second Farty at the price shown on the boc of First Party to be the value of said property on December 31 1949 10. First Party agrees to sell and Second Party agrees to buy on or before December 31 1949 all heat insulation materials accessories tools and equipment presently inventoried or procured subsequent to the date of this agreement on request of Second Party and held by First Party on December 31 1949 at prices representing cost of as agreed upon by C. A. Leighton representing First Party and G. R. Dutton representing Second Party except that the prices for merchandise on hand as of June 30 1949 shall be the value as shown by First Party's inventory of June 30 1949. The parties further agree th payment for these materials and equipment shall be in cash lawful mone of the United States or in shares of capital stock of First Party at 100.00 per share IN WITNESS WHEREOF the said parties hereto have signed and executed this agreement in triplicate the day and year first above written WESTERN FIBERGLAS SUPPLY COMPANY corporation By Gayle R. Button individually and doing business as DUTTON INSULATION COMPANY Second Party ASSIGNMENT OF STOCK In accordance with the agreement between Western Fiberglas Supply Company and Gayle R. Dutton individually and doing business as Dutton Insulation Company dated October 24- 1949 and for the consideration therein stated I hereby assign and sell to Western Fiberglas Supply Company 162-33 shares of the capital stock of said Western . Fiberglas Supply Company of the value of 100.00 each said shares being Among those represented by Certificate No. 18 ' and standing in my name on the books of said company And I authorize the secretary or other proper officer of said company to enter this transfer upon the books of said corporation corporation and jo us joous new cortifi cortifi me fan (S29) Dated Gogors Gogors SsS MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the office of Mr. H. A. Dutton Jr. located et 532 Natoma Street San Francisco California at 9:30 A.M. on December 16 1949 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs being all the Directors of the Corporation The meeting was called to order by Mr. J. O. Martin President who asked for the reading of the minutes of the previous meeting by the secretary at the conclusion of which a motion was made that the minutes be accepted as read This motion was duly seconded and carried Mr. Leighton then discussed the matter of Christmas bonuses and a motion was made that Mr. Leighton be granted authority to give Christmas bonuses to employees as he determined fair and proper in an amount not to exceed 500.00 in total This motion was duly seconded and carried The matter of Mr. Blackwood's salary and commission was then brought up for discussion Mr. H. A. Dutton Jr. made mo- tion that Mr. Blackwood be given a monthly salary of 700.00 and a commission bonus of % of the difference between the total gross profit of the Los Angeles office and an overhead charge based on 5,000.00 per month this amount to be paid in cash If the direct overhead plus the allocation of certain San Francisco overhead to be charged to the Los Angeles office on a fair and equitable proration plus 250.00 per month for executive costs is less than 5,000.00 per month then % of the difference between the actual overhead as outlined above and 5,000.00 is to be paid in stock if there is stock available for distribution otherwise to be paid in cash The motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. H. A. Dutton Jr. made a motion that Mr. J. O. Martin be promoted to the position of Chairman of the Board of Directors and that Mr. C. A Leighton be promoted to President and Treasurer of the company and that Mr. Gordon Blackwood be promoted to Vice President It was seconded and carried Inasmuch as the Directors present represented the majority of the voting power of the stock- holders Mr. C. A. Leighton made a motion that they as stockholders elect Mr. Gordon Blackwood a Director to fill the vacancy caused by the resignation of Mr. G. R. Dutton The motion was seconded by Mr. A. W. Burroughs and unanimously carried There being no further business to come before the Board the meeting was adjourned at 11:30 A. M. & Obartin Obartin J. Martin C. AF. ight 2 Ha un J J W. Burroughs Secretary H. A. Dutton Jr. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the office of Mr. J. O. Martin 637 Minna Street San Francisco California at 9:30 A. on January 4 1950 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs The meeting was called to order by Mr. J. O. Martin Chairman of the Board and the business in general was discussed During the discussion Mr. C. A. Leighton as Treasurer and Mr. A. W. Burroughs as Secretary and Accountant for the firm concurred in the opinion that the company was in a position both as to its earnings and cash to pay a dividend This matter was discussed and a motion was made that a dividend of 2.50 per share be paid January 5 1950 to stockholders of record January 1 1950 This motion was seconded and unanimously carried Mr. A. W. Burroughs then made a motion that in accordance with the minutes of the Directors meeting held February 18 1949 Mr. C. A. Leighton be paid a bonus equal to 10 of the total divi- dend granted the stockholders This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. C. A. Leighton then brought to the attention of the Directors that Mr. G. R. Dutton a stockholder of the Corporation was indebted to the company and asked that the Directors authorize him to credit any dividends to be paid to Mr. G. R. Dutton by the company to the indebtedness rather than being paid in cash This motion was seconded by Mr. A. W. Burroughs and unanimously carried There being no further business Mr. J. O. Martin adjourned the meeting at 11:30 A.M. 3 ; A. W. Burroughs Secretary - a Fing C. A. Dutton H. A. Jr. NaDutton Gordon Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the office of Mr. H. A. Dutton Jr. located at 532 Natoma Street San Francisco California at 12:00 noon on February 20 1950 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present in person J. O. Martin C. A. Leighton . H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by Mr. J. O. Martin Chairman and business in general was discussed Mr. C. A. Leighton advised the Board of Directors that Mr. Gayle R. Dutton had offered his entire stock holdings in the company for sale at a price of 100.00 per share There being no further business the meeting was adjourned -- H. A. ---- -- -- -- Dutton Jr. Backwo Backwo Backwo G. B. Blackwood Footnote Mr. G. R. Dutton's offer to sell his stock in the Western Fiberglas Supply Company at 100.00 per share was con- GAYLE R. DUTTON 739 BRYANT STREET SAN FRANCISCO 7 CALIFORNIA February 23 1950 Mr. 110 San A. W. Burroughs Market Street Francisco Calif Dear Sir I hereby offer 134 shares of Western Fiberglas Supply Co. common stock at 100.00 per share for sale for cash Yours very truly . a, Gayle RR ura DutK.tDo uttn on # MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the office of the company 739 Bryant Street San Francisco California on June 20 1950 at 3:00 P. M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by Mr. J. O. Martin Chair- man who requested the Secretary to read all unsigned minutes of past meetings The Secretary read the minutes as requested and Mr. C. A. Leighton made a motion that the minutes be accepted as read This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried The business was discussed in general Mr. J. O. Martin made a motion that Mr. C. A. Leighton formulate a bonus plan for the salesmen and present it to the Board at the next meeting for approval This motion was seconded by Mr. G. B. Blackwood and unanimously carried After an analysis of the financial statement as of April 30 1950 and the Operating Statement from July 1 1949 to April 30 1950 was made and discussed by all present Mr. H. A. Dutton Jr. made a motion that a dividend of 5.56 per share be paid to all Stockholders of record as of June 20 1950. This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business the Chairman adjourned the meeting at 5:00 P. M. ,calla A. W.Burroughs Secretary a; C. A. Leighton kton Han Han H. A. Dutton Jr. G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Palace Hotel Room 8097 registered in the name of Mr. G. B. Blackwood on August 25 1950 at 11:30 A. M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by Mr. J. O. Martin Chairman who requested the Secretary to read the minutes of the previous meeting The minutes were read by the Secretary and were unanimously approved as read The Financial and Operating Statements for the fiscal year ending June 30 1950 were analyzed and discussed Mr. Leighton called attention to the loss as shown by the San Francisco office for the months of May and June and pointed out that this loss was caused by certain bad debt charge and bonuses paid that should have been allocated to prior periods however the losses and bonus accrual could not be determined until the close of the fiscal year He pointed out that should these losses and bonuses be allocated to the periods to which they apply the months of May and June would show a profit of approximately 2,000.00 rather than the loss as shown by the statement Mr. Leighton presented a proposal for further payment of bonuses to salesmen to the Board and stated that he would put this proposal in written form and forward a copy to each of the Directors so that they could give it proper study and that he would bring it up at the next meeting of the Board of Directors for approval or rejection Chairman Mr. J. O. Martin brought up the matter of compensation for the Directors of the Company stating that he and the other Directors of the Company had now served two years taking valuable time from their own business activities not only for recorded meetings but many informal meetings not of record some of which of necessity are held in Los Angeles requiring a full day and in some an night stay This matter was discussed at length and it was suggested that a percentage of the profits be set aside and distributed to the Directors to compensate them for their services Mr. A. W. Burroughs made a motion that 25 of the profits of the Company for the fiscal year ending June 30 1951 be paid the Directors to compensate them for past services and the current year ending June 30 1951. This motion was duly seconded and unanimously carried Mr. A. W. Burroughs Secretary brought to the attention of Board that the laws require that the annual meeting of the shareholders of the company be held at 2:00 P.M. on September 15 of each year and made a motion that someone be designated to secure a proper place for the meeting to be held This motion was seconded and unanimously carried Mr. Leighton President volunteered to secure the meeting place and to notify the Secretary in sufficient time that all shareholders would receive notice of the meeting ten days in advance thereof which is also a law requirement There being no further business the meeting was adjourned at 2:00 P.M. A. W. Secretary Buroughs Burroughs Secretary Oba Oba La : . @. Martin C.A. Ca Lighton Lighton Lighton H.a. H. A. Dullon H.a. Dutton Jr. -- woo a wod od G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at Room 2109 Palace Hotel San Francisco California at 3:00 P. M. on September 15 1950 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs The meeting was called to order by Mr. J. O. Martin Chair- man and the current activities and business of the company was discussed in general Mr. H. A. Dutton Jr. made a motion that the Corporation pay a dividend of 2.50 per share to be paid September 18 1950 to stockholders of record September 15 1950. This motion was seconded by Mr. C. A. Leightor and unanimously carried There being no further business the meeting was adjourned at 3:30 P. M. D. Martin h Tan Leighton C.A. \ Leighton > Sureughe Sureughe Hulton Tf DL.A. H. A. Dutton Jr. SBBlackred G. SBlackred SB lackred Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fibergles Supply Company have caused a special meeting to be held at the offices of the company 739 Bryant Street San Francisco Celifornia at 4:00 P. M. on September 22 1950 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs The meeting was called to order by Mr. J. O. Martin Chairman and the company business was discussed in general Mr. H. A. Dutton Jr. brought to the attention of the Board that Mr. E. B. Woodworth had approached him relative to the sale of his Western Fiberglas Supply Company stock whereupon Mr. J. O. Martin made a motion that the Secretary be instructed to present in writing to Mr. E. B. Woodworth an offer to purchase the 100 shares of stock held by him at 100.00 per share this offer to expire by October 10 1950 if not accepted by Mr. Woodworth prior to that date This motion was seconded by Mr. C. A. Leighton and unanimously carried There being no further business the meeting adjourned at 5:00 P. M. OBS Pofe _) ( C.Q. a J. Martin C. A. Leighton H. Dutton " A. Dutt5o5n J _ MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Palace Hotel Room 2051 on October 27 1950 at 12:00 o'clock noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by Mr. J. O. Martin Chairman of the Board and the Company business was discussed in general Mr. A. W. Burroughs stated that in accordance with the instructions given him by the Directors as noted in the minutes of the meeting held September 22 1950 he had purchased with Company funds the 100 shares of stock offered for sale by Mr. E. B. Woodworth Mr. H. A. Dutton Jr. made a motion that this stock be retained by the Company as treasury stock This motion was duly seconded and unanimously carried Motion was made seconded and carried authorizing Mr. A. W. Burroughs to offer to purchase this stock held by Mr. McDowell at a price not to exceed 100.00 per share There being no further business to come before the meeting it was adjourned at 2:00 P.M. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the Dutton Asbestos & Supply Company 532 Natoma Street San Francisco on November 23 1950 at 11 30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton E. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by the Chairman Mr. J. O. Martin and the current activities and business of the Company was discussed in general Mr. C. A. Leighton stated that with the increase in business as shown by the books of the Company that both he and Mr. Blackwood's duties and responsibilities had increased accordingly and that the business of the Company was requiring considerable additional over work and that he would like to have the Board of Directors authorize an increase in salary to compensate them for this additional responsibility and time Mr. H. A. Dutton Jr. then made a motion that both Mr. Leighton and Mr. Blackwood's salaries be increased 500.00 a month This motion was seconded by Mr. J. O. Martin and unanimously carried The matter of Christmas presents and bonuses to employees was then discussed and the Board of Directors authorized Mr. Leighton and Mr. Blackwood to issue bonuses and allow Christmas presents as according to their judgement would be deemed fair and proper with an over expenditure not to exceed 1,000.00 A discussion was then had relative to the sales activity of the company and Mr. Dutton made a motion that Mr. Gordon Blackwood be made Company Sales Manager to have charge of all Company salesmen and to spend as much time in San Francisco as he deemed necessary to fulfill the duties required in this capacity After thorough discussion and consideration by the Board of Directors Mr. A. W. Burroughs made a motion that a 5,000.00 dividend be authorized and paid to stockholders of record as of December 15 1950. This dividend to be paid on December 19 1950 This motion was duly seconded and unanimously carried Mr. Gordon Blackwood stated that he had made various changes and capital improvements in the Los Angeles branch and that he would like to have the next Directors meeting held in Los Angeles so that the Directors could inspect those changes and improvements He further stated that in his opinion it would be mutually beneficial to both Directors and employees to become acquainted and it was decided that a meeting would be held in Los Angeles on December 20 1950 There being no further business the meeting was adjourned B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Biltmore Hotel Los Angeles California on December 20 1950 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The Directors arrived in Los Angeles in the afternoon of December 19th and made a tour of the Los Angeles branch and were presented to the employees Mr. J. O. Martin Chairman called the formal meeting to order and all business pertaining to the affairs of the corporation were duly discussed Mr. H. A. Dutton Jr. made a motion that the Directors approve the changes and capital improvements as made by Mr. Blackwood and brought out at the Company's visit This motion was duly seconded and unanimously carried There being no further business the meeting was adjourned at 12:00 noon C. A. Leighton 5 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY ~_ We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the offices of the Company located at 739 Bryant Street San Francisco California on January 26 1951 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by Mr. J. O. Martin Chairman and the business in general was discussed Mr. A. W. Burroughs asked the Board of Directors to extend him a loan of 2,500.00 against his note with 53-1 shares of the Company stock hypothecated as security thereto Mr. C. A. Leighton made a motion that this loan be authorized and it was duly seconded and unanimously carried There being no further business the meeting was adjourned at 12:00 noon e C. A. Leighton H. A. Dutton Jr. G. B. Blackwood t5 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at Del Vecchio's Restaurant 391 Broadway San Francisco California on February 16 1951 at 12:30 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order by Mr. J. O. Martin Chairman of the Board and all business appertaining to the Company was discussed in general Mr. A. W. Burroughs brought to the attention of the Board of Directors that the bonus arrangement with Mr. Gordon Blackwood as authorized in their minutes of December 16 1949 was ambiguous in its wording in that it was not entirely clear as to the intent and method of payment of this bonus and that he was placing before the Directors a motion that Mr. Gordon Blackwood be paid a bonus of 10 of the net profits of the Company after taxes as a bonus or commission to be paid semi annually after profit and taxes had been determined After full discussion and with Mr. Blackwood's approval thereof this motion was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at 2:00 P.M. J 01 Martin A. Leighton 3. Dutton J Secretary ELLE Ee Burroughs A. W. Burroughs a Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Palace Hotel Room 5014 on April 26 1951 at 12:00 o'clock noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. C. A. E. A. A. W. G. B. Martin Leighton Dutton Jr. Burroughs Blackwood The meeting was called to order at 12:30 P.M. by Mr. J. O. Martin Chairman of the Board and the business in general was dis- cussed Mr. A. W. Burroughs stated that in preparing the financial statement he was not entirely satisfied with the office expense allocation and made a motion that Mr. Leighton and Mr. Blackwood prepare a new expense allocation that in their opinion was fair and proper to be used in preparing future financial statements This motion was duly seconded and unanimously carried There being no further business the meeting was adjourned LIED A. W. Burroughs he a eK Secretaziv oO R Blaclarood wok MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF CF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Palace Hotel Room 6019 San Francisco California at 12:00 o'clock noon on the 10th day of August 1951 for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order at 12:00 o'clock noon by Mr. J. O. Martin Chairman of the Board of Directors who asked for the reading of the minutes of the previous meeting The Secretary read the minutes in accordance with Mr. Martin's request and they were unanimously approved as read The Financial Statement was distributed to the Directors showing the financial condition of the Company as of June 30 1951. This statement was analysed and discussed in detail Mr. Burroughs called to the attention of the Board of Directors that the annual meeting of the stockholders must be held on September 15 1951 and in accord- ance therewith the Board of Directors instructed Mr. Leighton to secure the meeting place and make all arrangements necessary thereto There being no further business the meeting was adjourned at 12:30 P.M. Attest # a H. A. Dutton Jr. G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Alexander Hamilton Hotel on September 17 1951 at 3:30 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood Mr. J. O. Martin called the meeting to order for the purpose of electing the officers of the company for the ensuing year Mr. H. A. Dutton Jr. stated that in consideration of the outstanding work that had been done by the present officers he should like to place each in nomination for their respective offices as heretofore held namely J. O. Martin Chairman of the Board of Directors C. A. Leighton President and Treasurer G. B. Blackwood Vice President A. W. Burroughs Secretary A vote was taken and all officers elected as nominated There being no further business to come before the meeting it was adjourned at 4:00 F.M. Thartur Thartur TharturMartin C. A. LeightoLneighton ---- ---- ----, -- H. ---- ---- ----, ------ ---- ----, -- Blackwood G. B. Blackwood A. W. irpegers Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS FIBERGLAS OF WESTERN FIBERGLAS FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Palace Hotel Room 8014 on December 6 1951 at 12 o'clock noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said said said meeting memeeting eting The TThhe e following Directors were present O. Martin C. A. Leighton A. Dutton Jr. G. W. Burroughs B. Blackwood The meeting was called to order at 12:15 P.M. by Mr. J. O. Martin Chairman who asked for the reading of the minutes of the previtus meeting Mr. A. W. Burroughs Secretary read the minutes and they were unanimously approved as read Mr. C. A. Leighton then stated that in his opinion it would be very beneficial to the company to open a Seattle sales office Whereupon Mr. H. A. Dutton Jr. made a motion that Mr. Leighton be authorized to secure all information covering the cost personnel etc. necessary for the opening of this office and when in his opinion he had all the pertinent information necessary that a Director's meeting be called and the information be placed before them for their consideration and approval This motion was by Mr. Gordon Blackwood and unanimously approved seconded Mr. Leighton then asked the Directors for permission to pay bonuses and present Christmas presents on a basis consistent with previous years This matter was discussed Mr. A. W. Burroughs made a motion that Mr. Leighton and Mr. Blackwood be given author- ity to handle bonuses and Christmas presents as they deemed necessary and proper consistent with prior years This motion was duly seconded and carried Mr. H. A. Dutton Jr. then made a motion that a dividend be declared not to exceed an amount in excess of 15,000.00 to shareholders of record December 6th and this dividend to be payable December 14th This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the meeting it was adjourned at one o'clock P.N. | AO het : 0. J Martin aN C. A. Leighton ) CULE H. A. Dutton Jr. Attest G. B. Blackwood \ Secretaryin| Burroughs Burroughs , Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Palace Hotel Room 7086 on April 11 1952 at 12:30 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order at 12:30 P.M. by Mr. J. O. Martin Chairman who requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes as directed Thereupon Mr. J. O. Martin asked what had been done relative to the opening of the Seattle office Mr. Leighton stated that in compliance with the minutes of the previous meeting he had made all arrangements to open an office in Seattle Washington at 2916 First Street South Seattle Washington and in accordance with the requirements had secured permission from the Secretary of the State of Washington as a foreign corporation to do business in the State of Washington and had also secured the personnel to handle the affairs of the Company in Seattle Mr. Leighton stated that in as much as his activity at the San Francisco office and the time required in making the arrangements for the opening of the Seattle office had required so much time that he was unable to call a formal meeting of the Board of Directors to secure the approval thereof but that in each instance as various details of the opening of this office presented themselves he had discussed the matter with each Director individually by telephone and had secured the unanimous consent of all as he progressed All Directors being present Leighton's statement was verified and also a full review of the location costs personnel and other details were given to the Directors as a group and discussed in detail Mr. H. A. Dutton Jr. made a motion that Mr. Leighton's action in opening the Seattle office be formally ratified This motion was seconded by Mr. Blackwood and unanimously carried Thereupon the Financial Statement for the period ending December 31 1951 was submitted to all Directors and was thoroughly perused and discussed in detail A motion was made by Mr. A. W. Burroughs that the Directors be paid 150.00 per month for the period from June 30 1951 to December 31 1951 to cover their services This motion was seconded by Mr. G. B. Blackwood and unanimously carried Mr. C. A. Leighton made a motion that a dividend of 32.00 per share be paid to all Stock Holders of record as of April 15 1952 to be payable April 20 1952. This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 2:30 P.M. Attest Attest 1 . 3. F. No. 1-50 252C 3982 Article No.25685 Department of State Olympia OFFICE OF THE Secretary of State FOREIGN I EARL COE Secretary of State of the State of Washington and custodian of the Seal of said State do hereby certify that a duly authenticated copy of the ARTICLES OF INCORPORATION OF THE a Foreign Corporation of_ San Francisco California, was on the 4th _day of April ey A. 1952 11:10 filed for record in this office and now remain on file herein being duly recorded in Book at page 653-660 ForeignForeign Corporations IN TESTIMONY WHEREOF I have hereunto set my hand and affixed hereto the Seal of the State of Washington of ApAr priliAl pril , A. 1952 . EARL COE Secretary of State 5. F. No. 1578 3-51 2M Filing No. 25686 Department of State Olympia OFFICE OF THE Secretary of State I EARL COE Secretary of State of the State of Washington and custodian of the Seal of said State do hereby certify that a certificate of the appointment of ons oo Howard J. Tagas of Seattle uw, Washington as RESIDENT STATUTORY AGENT for a Foreign Corporation of Francisco California oo, was on the 4th of April wwe A. D. 1952 at 11:11 o'clock filed for record in this office and now remain on file herein being duly recorded in Book at page 661-663 Foreign Corporations IN TESTIMONY WHEREOF I have hereunto set my hand and affixed hereto the Seal of the State of Washington Done at the Capitol at Olympia this 4th of cece con meee April D. 195.2 EARL COE Secretary of State MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1701 on May 13 1952 at 1:30 P.M. for the purpose of transacting any and all business per- taining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J.O. C.A. H.A. A.W. G.B. Martin Leighton Dutton Jr. Burroughs Blackwood The meeting was called to order at 1:30 P.M. by Mr. J. 0 Martin Chairman who asked for the reading of the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes and they were unanimously approved as read Mr. C. A. Leighton stated that he had called the meeting for the purpose of notifying the Directors that the Owens Corning Fiberglas Company had requested that we delete the word Fiberglas as used by them from our Company name They stated that in as much as we were handling allied products and were not dealing entirely with them that they felt they were fully justified in making this request Mr. Leighton also stated that they had agreed that if we would comply with this request they would pay the costs involved in making this change The matter was discussed and the contract granting us permission to use the name was reviewed and we found that there was no alternative but to comply with their request It was agreed that all Directors would give some thought to a new name for the organization and that a meeting would be called in the near future to agree upon a new Company name from those sub- mitted Mr. Gordon Blackwood stated that the Los Angeles office had outgrown its facilities and that he and Mr. Leighton had found a new location at 3049 East 12th Street Los Angeles with ample room and facilities and asked the Board of Directors to approve the leasing of this new location and the removal thereto Mr. H. A. Dutton made a motion that Mr. Blackwood's request be granted and this motion was duly seconded and carried There being no further business to come before the meeting it was adjourned at 2:30 P.M. G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1801 on June 24 1952 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order at 2:00 P.M. by Mr. J. O. Martin Chairmawhno requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes as directed Mr. Leighton stated that he had received several suggested names for the change to be made in the corporate name and that in his opinion the one nearest to our present name and seemingly meeting the pleasure of all suppliers involved was Western Fibrous Glass Products Company and he asked that the Directors approve this change in the corporate name A motion was made by Mr. H. A. Dutton Jr. to accept this name and this motion was duly seconded and carried Mr. Blackwood stated that they had completed the removal of the Los Angeles office to 3049 East 12th Street Los Angeles 23 California and they began doing business in the new location on May 26 1952 There being no further business to come before the meeting it was adjourned at 3:30 P.M. Attest A. Burroughs Secretary C. A. Leighton Dutton Jr. H. A. Dutton Jr. ey ~eN Blackwood G. B. Blackwood Blackwood WESTERN FIBERGLAS SUPPLY CO Ares The Los Angeles Division announces the removal of their office and warehouse facilities to larger quarters ON MAY 26th 1952 TO 3049 EAST 12th STREET LOS ANGELES 23 CALIFORNIA TELEPHONE ANGELUS 9-7507 ai . Toe i ee > . el es a) MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBERGLAS SUPPLY COMPANY We the undersigned being all the Directors of the Western Fiberglas Supply Company have caused a special meeting to be held in the Emerald Room of the Alexander Hamilton Hotel San Francisco California on September 15 1952 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood Mr. J. C. Martin Chairman called the meeting to order at 2:00 P.M. and asked the Secretary to read the minutes of the pre- vious meeting Mr. A. W. Burroughs Secretary complied with this request and the minutes were approved as read Mr. J. O. Martin then placed the following names in nomination for election to the respective offices fr Mr. Mr. Mr. C. A. Leighton President and Treasurer Harry A. Dutton Jr. President Gordon B. Blackwood President A. W. Burroughs Secretary Mr. A. W. Burroughs made a motion that these nominations be accepted and that the nominations be closed This motion was duly seconded and unanimously carried Mr. J. O. Martin then stated that in as much as there were no opposing nominations that the officers as nominated be unanimously elected and a vote was taken by the showing of hands all present voting approval thereof Mr. G. B. Blackwood made a motion that the Directors be paid compensation to cover their expenses time and services for the period from January 1 1952 to June 30 1952 of 900.00 each This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Burroughs stated that due to the opening of the Seattle office and the increased activity requiring additional time to be spent by him in his accounting services that his remuneration as corporate accountant be increased from 200.00 to 300.00 per month This matter was discussed and Mr. C. A. Leighton brought out the fact that it would be some little time before the Seattle office would have sufficient business to increase the accounting work to such an extent that a 100.00 increase would be warrented and that he did not believe it was justified at the present time and placed a motion before the Directors that Mr. A. W. Burroughs retainer fee as accountant be increased from 200.00 to 250.00 per month and that this increase be retroactive to July 1 1952 This motion was duly seconded and unanimously carried Mr. C. A. Leighton made a motion that a dividend to the Stockholders be paid in an amount not to exceed 12,000.00 this dividend to be paid on October 15 1952 to all stockholders of record as of September 15 1952 in accordance with their proportionate holdings This motion was seconded by Mr. Harry A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 377 377 377 ont Gee com ~ J. O. Martin Yea Pulan C. A. Leighton H. A. Dutton Jr. Backward G. BB.. BBlacklwoodackwood LAW OFFICES OF CLAIR W. MACLEOD CROCKER BUILDING SAN FRANCISCO 4 YUKON 2-0620 September 26 1950 Mr. A. W. Burroughs Secretary Western Fiberglas Supply Company 110 Market Street San Francisco California _ Dear Mr. Burroughs I am enclosing herewith suggested form of letter to stockholders and suggested paragraph to be included in your minutes of the Annual Stockholders Meeting held on September 15 1950. The letter to stockholders should be sent by registered mail and a return receipt requested In my opinion based upon Section 2404 of the California Corporations Code and upon the case of Wilson v Cherokee Drift Mining Co. 14 C. 2d 56 decided by the California Supreme Court in 1939 the adoptioonf the suggested resolution amply warrants your sending the pro- posed letter to the shareholders The restrictive transfer provision will be binding upon all present stockholders after the stock certificates have been overprinted It is suggested that upon surrender of the certificates you substantially the following language should be overprinted or stamped on the face of the certificates to rubber This certificate is not transferable offered to other stockholders in the in the Laws of this corporation unless manner first set forth In rendering the above opinion I have assumed that the September 15th Annual Stockholders Meeting was regularly and duly called noticed and held in accordance with Article II of the Laws of the Western Fiberglas Supply Company Very truly yours 4 CTM DP Enclosures Proposed form of letter to stockholders Dear Mr : Please be advised that at the Annual Meeting of the shareholders of this corporation held on September 15 1950 the following resolution was adopted RESOLVED that the Secretaroyf this corporation be and he is hereby authorized and directed to take the necessary action to have imprinted on the face of all outstanding stock certificates of this corporation notice of the restriction of the right to transfer said certificates which restriction is authorized and imposed by Article V Section 9 of the Laws of this corporation Ir accordance therewith you are hereby requested to deliver to me the stock certificates of this corporation standing in your name so that the foregoing resolution may be complied with Please deliver your certificates to Room 304 110 Market Street San Francisco California for overprinting The certificates will then be promptly returned to you by registered mail Very truly yours WESTERN FIBERGLAS SUPPLY COMPANY By Secretary To be included in minutes of September 15 1950 Annual Stockholders Meeting of Western Fiberglas Supply Company The matter of setting forth on the face of the corporation stock certificates the restrictions on the transfer of shares provided for in Article V Section 9 of the corporation's Laws was considered On motion duly made the following resolution was adopted RESOLVED that the Secretary of this corporation be and he is hereby authorized and directed to take the necessary action to have imprinted on the face of all outstanding stock certificates of this corporation notice of the restriction of the right to transfer said certificates which restriction is authorized and imposed by Article V Section 9 of the Laws of this corporation STATE OF CALIFORNIA Office of the Secretary of State I FRANK M. JORDAN Secretary of State of the State of California hereby certify That the annexed transcript has been compared with the RECORD on file in my office of which it urports to be a copy and that the same is full true and correct In Witness Whereof I hereunto set my hand and affi the Great Seal of the State of California at Sacramento this 25th day of September 1952 . i Frank M. Jordan Secretary of State By Assistant Secretary of State COPY WESTERN FIBERGLAS SUPPLY COMPANY Resolution of Board of Directors at a specially called meeting held in Room 1301 Alexander Hamilton Hotel San Francisco on June 24 1952 at 12 o'clock noon All Directors were present Mr. Harry A. Dutton Jr. offered and Mr. A. W. Burroughs seconded a resolution to change the name of the corporation in the following words RESOLVED That Article One of the Articles of Incorporation which now reads One The name of this corporation is WESTERN FIBERGLAS SUPPLY COMPANY be changed to read One The name of this corporation is WESTERN FIBROUS GLASS PRODUCTS COMPANY The resolution was offered and passed unanimously We certify the above to be a true copy of the resolution passed at our meeting of June 24 1952 / C. A. Leighton President s A. W. Burroughs Secretary Resolution of the Stockholders its regular annual meeting held in the Emerald Room of the Alexander Hamilton Hotel at eleven o'clock A. M. September 15 1952 set The following stockholders forth after their names were present and their holdings are H. A. Dutton Jr. Chester A. Leighton J. O. Martin A. W. Burroughs 416.67 Shares 312.50 11 71.875 " 53.125 53.125 " The foregoing holding 854.17 -- or 88.56 of all the shares of the company outstanding being a majority The total outstanding shares of stock holders of which are entitled to vote is 937.17 COPY WESTERN FIBERGLAS SUPPLY COMPANY Mr. Harry A. Dutton Jr. offered and Mr. A. W. Burroughs seconded a resolution to change the name of the corporation in the following words RESOLVED That Article One of the Articles of Incorporation which now reads One The name of this corporation is WESTER FIBERGLAS SUFFLY COMPANY be changed to read One The name of this corporation is WESTERN FIBROUS GLASS PRODUCTS COMPANY All Stockholders present voted for the resolution The resolution was offered and passed unanimously We certify the above to be a true copy of the resolution passed at our meeting of September 15 1952 C. A. Leighton President s A. W. Burroughs Secretary STATE OF CALIFORNIA ) ) SS CITY AND COUNTY OF SAN FRANCISCO ) Chester A. Leighton and A. W. Burroughs being first duly sworn depose and say that they are respectively the President and Secretary of Western Fiberglas Supply Company and that the foregoing copies of a resolution passed at a meeting of the Board of Directors and later at a meeting of the Stockholders of the Western Fiberglas Supply Company are true and correct copies of said resolution changing the name of the corporation to Western Fibrous glass Products Company s Chester A. Leighton Chester A. Leighton President Subscribed and sworn to before me this day of 1952 s A. W. Burroughs A. W. Burroughs Secretary Notary Public in and for the City and County of San Francisco State of California My commission expires WESTERN FIBERGLAS SUPPLY COMPANY Resolution of Board of Directors at a specially called mesting held in Room 1801 Alexander Hamilton Hotel San Francisco on June 24 1952 at 12 o'clock noon All Directors were present Mr. Harry A. Dutton Jr. offered and Mr. A. W. Burroughs seconded a resolution to change the name of the corporation in the following words RESOLVED That Article One of the Articles of Incorporation which now reads On The name of this corporatioins WESTERN FIBERGLAS SUPPLY COMPANY be chantg o reeadd One The name of this corporatioins WESTERN FIBROUS GLASS PRODUCTS COMPANY The resolution was offered and passed unanimously We certify the above to be a true copy of the resolution passed at our meet of i Junn e 2g4 1952 \ Resolution of the Stockholders at its regular ammal meeting held in the Emerald Room of the Alexander Hamilton Hotel at eleven o'cloak 1.M. September 15 1952 The following stockholders were present and their holdings are set forth after their names. H. A. Dutton Jr. Chester A. Leighton J. O. Martin 416.67 Shares 312.50 71.875 * A. Burroughs 53.125 * The foregoing holding 854.17 * or 88.56 of all the shares of the company outstanding majaomrajiortityy tn WESTERN FIBERGLAS SUPPLY COMPANI Mr. HarrAy. Dutton Jr. offear ndeMd r. A. W. Burroughs seconded a resolution to change the name of the corporation in the following words : RESOLVED That Article One of the Articles of Incorporation which now reads "One The name of this corporation is WESTERN FIBERGLAS SUPPLY COMPANY be chantg o reeadd "Ope The name of this corporatioins WESTERN FIBROUS CLASS PRODUCTS COMPANY All Stockholders present voted for the resolution The resolution was offered and passed unanimously We certify the above to be a true copy of the resolution passed at our Septoe f m Sepbtee mbr er 15 1952 STATE OF CALIFORNIA SS CITY AND COUNTY OF SAN FRANCISCO Chester A. Leighton and A. W. Burroughs being first duly svorn depose and say that they are respectively the President and Secretary of Western FibeSr uppg lylCoa mpas ny q Company OM KE Subsribed and sworn Afore this \= F of 1952 }| Public Public Notary County Public in and for City and , State of Myosion California Myosion expires A. W. Burroughs Secretary ROBERT ns WILLIAM WILLIAM ~ EVANS MCLAREN MCLAREN W STRON LANE GEORGE V POWELL WILLIAMT WILLIAMT BEEKS VAUORN E EVANS GORDON W MOSS FRANK KITCHELL KITCHELL WILLIAM JACOBSO JACON BSON RONALD E MGKINS MGKINS EVANS MCLAREN LANE POWELL & BEEKS ATTORNEYS AT LAW Hl DEXTER MORTON BUILDING SEATTLE 4 WASHINGTON October 30 1952 MAIN 8388 -- CABLE ADDRESS EMBE Western Fibrous Glass Products Company 739 Bryant Street San Francisco 7 Calif Gentlemen We enclose herewith an official cer- tificate showing that a duly authenticated copy of your Amended Articles of Incorporation was filed with the Secretary of State for the State of Washington on October 14 1952 This document should be filed in your corporate Minute Book Very truly yours EVANS McLAREN LANE POWELL & BEEKS WTJ Enc 5. F. No. 1-50-25C 23982 Article 26144 Department of State Olympia OFFICE OF THE FOREIGN I EARL COE Secretary of State of the State of Washington and custodian of the Seal of said State do hereby certify that a duly authenticated copy of the a AMENDED ceeeeeeenecne nets a ARTICLES OF INCORPORATION OF THE one Chang nai me tn o g Western Fibrous Products Company Company ; a Foreign Corporation of San Francisco California 0, was on the 14th _day of .. ree October www, A. 195.2 1010: :50 o'cl5 ock 0 , 1179-82 Foreign Corporations IN TESTIMONY WHEREOF I have hereunto set my hand and affixed hereto the Seal of the State of Washington Done at the Capitol at Olympia 14th day of October A. 195 EARL COE Secretary of State By- Certificate of Corporation Doing Business Under a Fictitious Name No 38401 THE UNDERSIGNED WESTERN FIBROUS GLASS PRODUCTS COMPANY * California cor- nation by its by certifies president herein duly authorized las is transacting business as a sales agency Contracting company at 739 Bryant street in ity and County of San Francisco State of mis under the name and style at WESTERN IRGLAS IRGLAS SUPPLY COMPANY that it is the sole owner of said business and that no other per- sor or persons are interested therein that its place of residence and its principal place of business is 739 Bryant Street San Francisco California In witness wheres said Western Fibrous Glass Products Company by its president thereunto duly authorized has caused this instrument to be exe- cuted this 151 day of October 1952 WESTERN FIBROUS GLASS PRODUCTS COMPANY By CHESTER A. LEIGHTON President State of California City and County of San Fran- ciscoss ciscoss On this 15th day Russell L. Thomson of October 1952 before me a Notary Public duly commis- sioned and worn residing in the City and County of San Francisco State of California personally appeared Chester A Leighton known to me to be the president of the Western Fibrous Glass Products Company the corporation that executed the within Instrument and he acknowledged to me that said corporation executed the same In witness whereof I have hereunto vet my hand and affed my official official seal at said City and County of San Francisco the day and year first hereinabove written Sea RUSSELL L. THOMSON Notary Public in and for the City and County of San Francisco State of California My commission expires October 5 1956. Endorsed Filed Oct. 15 1952. MARTIN MON- GAN Clerk WALTER Montgomery By T. MITCHELL Deputy Clerk J. WALSH Attorney at Law 55 New Street San Francisce 5 California Dei 16-417hR Published in The Recorder 340 Kearny Street San Francisco California Phone MA rket 1-5400 aa The undersigned Western Fibrous Glass Products Company a California Corporation by its president herein dully authorised hereby That transmeting business as a males agency and entreting company at 739 Bryant Street in the city and county of San Francisco State of California under the name and style of Western Fiberglas Supply Company that it is the sole oner of said business and that no other person or persona are interetshtereeidn that its place of residence and its principal place of business is 739 Bryant Street San Francisco California In witness whereof mid Western Fibroma Glass Products Company by its president thereunto duly authorised has used this instrument to be executed this 10 day of Certober 1952 WESTER FIBROUS GLASS PRODUCTS COMPANY yan yan yan \ t STATE OF CALIFORNIA 3 CITY AND COURTY OF SAN FRANCISCO On this day of October 1952 before me Notary Public duly somiasioned October sworn residing in the City and County knownSan CaliStf ateoofrCan lifi orna ia to as to be the President of the personally appeared Chester A. Western Fibrous mass Products Leighton Company thactthatarmpiadrac tio on r thap t o exseor cuutta eeddt thti ehewo istuhn inn instrument and be acknowledged to In witness thereof I have hereunto set my hand and affixed sy official seal at said City and County of San Francisco the day and year first herein above written ou LA SNARO o>, 34 FRANCISCO toe este ames Sete, FRANCISCO FRANCISCO Mm CALIF YUKON -2906 city Botary Public in and for the city and County of San Francisco State California My commission commission expires .. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1902 on January 19 1953 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present Mr. J. O. Martin Mr. C. A. Leighton Mr. H. A. Dutton Jr. Mr. A. W. Burroughs Mr. G. B. Blackwood The meeting was called to order at 2:00 P.M. by Mr. J. O. Martin Chairmawhno requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes as requested and they were approved as read Mr. H. A. Dutton Jr. asked the Secretary what had been done in regard to the issuance of new stock certificates and Mr. Burroughs reported that all old stock certificates had been returned to him and new certificates issued in compliance with the instructions contained in the minutes of the annual stock- holders meeting held on September 15 1952 A general discussion of the corporation's business was had and Mr. Leighton and Mr. Blackwood both reported increased activwith a definite assurance of continued increased business for the balance of the fiscal year Mr. Leighton also reported to the Directors that all necessary steps had been taken to complete the change of name and that the State of California had sent him their approval of the amended Articles of Incorporation of the Western Fiberglas Supply Company changing the name to Western Fibrous Glass Products Company and that this name had been advertised as required by law and also registered in the State of Washington in accordance with their requirements The effective date of the change of name being October 14 1952 There being no further business to come before the meeting it was adjourned at 3:30 P.M. OO Martin C. Leighton A.Leighton H. A. Dutton Jr. Attest G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1805 on February 6 1953 at 12 o'clock noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of said meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood Mr. J. O. Martin Chairman called the meeting to order at 12 o'clock noon and requested the reading of the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes and they were approved as read A general review of the corporate activities was presented to the Board of Directors by Mr. Leighton and Mr. Blackwood and the company business was discussed in general Mr. J. O. Martin made a motion that the Directors be compen- sated for their services for the period from July 1st 1952 to December 31 1952 on the basis of 150.00 each per month This motion was seconded by Mr. Harry A. Dutton Jr. and unanimously approved There being no further business to come before the meeting it was adjourned at 2:00 P.M. Che ta. . Martin -el C. A. Leighton ... A. A. Dutton Jr. cea G. B. Blackwood Attest Burroughs nemake nemake A. W. BurroughsBurroughs , Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 2002 on June 5 1953 at 12:00 noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. G. B. Blackwood A. W. Burroughs The meeting was called to order at 12:00 noon by Mr. J. O. Martin Chairman Mr. Martin requested the Secretary to read the minutes of the previous meeting and Mr. A. W. Burroughs Secretary complied with this request and the minutes were approved as read A discussion of the business in general was had Mr. Harry A. Dutton Jr. wrote a letter dated June 2 1953 to all officers and directors of the company suggesting that each give some thought to an audit of the books and records of the company and that this matter be discussed at this meeting This audit was discussed and it was agreed that an audit should be made covering the period from June 30 to December 31 1952. Mr. Harry A. Dutton Jr. put this in the form of a motion and it was seconded and unanimously carried Mr. Blackwood stated that in his opinion we should have representation covering Arizona Nevada and New Mexico and it was decided that a meeting of the Board of Directors would be called in the near future to be held in Las Vegas and perhaps a trip to cover a survey of this territory would be made by the Directors However no motion was actually made and this suggestion was tabled for a future meeting There being no further business to come before the meeting it was adjourned at 2:00 P.M. Martin _ LC J. O. Martin = cares \ C. A.Leighton > Ve H. A. Dutton Jr. An G. B. Blackwood Attest ( A. W. Burroughs Secretary eee 2 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all of the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 2001 on August 28 1953 at 11:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order at 11:30 A.M. by Mr. J. O. Martin Chairman Mr. Martin requested the Secretary to read the minutes of the previous meeting and Mr. A. W. Burroughs Secretary read the minutes and they were approved as read The Las Vegas meeting was reviewed and it was decided to postpone this meeting until some time after the first of the new year Mr. Leighton stated that he had requested the meeting in order to secure the approval of the Directors for a Stockholders Meeting to be held in accordance with the laws on September 15 1953 The approval was granted and Mr. Leighton was instructed to secure a meeting place and give notice to Stockholders of such meeting This notice to be mailed at least ten days prior to meeting date The audit as requested in the minutes of the previous meeting had been completed and the audit report was distributed to the Directors and was discussed in detail The audit is a matter of company records and brought out a few minor discrepancies and it was agreed that in the future all changes as suggested in the audit be carried forward as future bookkeeping and accounting procedure The audit was approved and accepted Mr. Harry A. Dutton Jr. stated that he had received a letter from Mr. Roscoe Stewart who had handled some professional work for the organization during the time it was being operated as a partner- ship and that there was a matter of some 1500.00 due him All present had definite knowledge of the services rendered by Mr. Stewart and in the opinion of all his services did not warrant a charge of this amount Mr. Leighton related that he had had considerable correspondence with Mr. Stewart and had offered a settlement of 500.00 which was not accepted Mr. A. W. Burroughs made a motion that inasmuch as the partnership had been dissolved and the company now being incorporated that we again offer Mr. Stewart 500.00 in complete settlement of his account and that if accepted the company would take care of the bill This motion was duly seconded and carried Mr. Leighton made a motion that a dividend not to exceed an amount of 6,000.00 be paid September 1 1953 to all stockholders of record as of August 15 1953. This motion was seconded by Mr. Harry A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 3:30 P.M. A - Va ct CAs elie J Martin ~ er. Jr. 12 Ht C. A. Leighton 1 H. A. Dutton Jr. = - Ss -.5. |. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the offices of the company 739 Bryant Street San Francisco California on September 11 1953 at 12:15 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present J. O. Martin C. A. Leighton H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood The meeting was called to order at 12:15 P.M. by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous meeting The minutes were read by the Secretary and approved as read The Chairman stated that this meeting had been called to order for the purpose of electing the officers of the company for the ensuing year Mr. Burroughs placed in nomination Mr. C. A. Leighton as President and Treasurer Mr. Harry A. Dutton Jr. as Vice President Mr. Gordon B. Blackwood as Vice President Mr. Blackwood placed Mr. A. W. Burroughs name in nomination as Secretary and made a motion that the nominations be closed This motion was duly seconded and carried An election was held and all officers as nominated were elected There being no further business to come before the meeting it was adjourned at 1:00 P.M. Ha Ho vA Ho Harry A. DuttonJr. | C. A. Harry Leighton Figh tCMarhtina , but T O. L G. B. Blackwood A. W. Burroughs , Secretar MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1116 on December 9 1953 at 12:30 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry A. Dutton Jr. C. A. Leighton G. B. Blackwood The meeting was called to order at 12:30 P.M. by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous meeting The minutes were read by the Secretary Mr. A. W. Burroughs and approved as read Mr. C. A. Leighton stated that in his opinion directors should receive some remuneration for their services for the period from January 1st to June 30th 1953. This matter was discussed and Mr. Burroughs made a motion that the directors receive 900.00 each to cover their services for this period This motion was duly seconded and carried Mr. Leighton then brought up the matter of his salary stating that under present salaries as being paid that there were other officers in the company under him receiving salaries greater than his and that he would like to have the directors give this matter their consideration A discussion was had and Mr. Burroughs made a motion that Mr. Leighton's salary be increased to 25,000.00 per year which would bring it into line with other officers salaries being paid This motion was seconded by Mr. G. B. Blackwood and unanimously carried Mr. A. W. Burroughs then stated that some time back he had asked for an increase in his fees for accounting services and at that time a compromise was made and he was given an increase but in a lesser amount than requested stating that since that time we had opened the Seattle office and at the present time he was keeping records equalling those of three separate organizations in that each office's records were maintained on a separate basis and that in his opinion the 250.00 per month being received for his accounting services did not cover the cost of this work and asked that an increase of 100.00 per month be allowed for this work Mr. C. A. Leighton put this request in the form of a motion and it was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at Jr. Te MCT AAbK}ecren:a. Harry A. Dutton Jr. KIAN C. A. Leighton f 4 (7A aT, x -- J. Martin Martin KKuruch rch G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 2002 on February 25 1954 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. The meeting was called to order at 10:30 A.M. by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous meeting The minutes were read by Mr. A. W. Burroughs Secretary and approved as read A discussion of the business in general was had and Mr. Blackwood reported an approximate 20 increase in his business over the same period for the previous year He also stated that he now had representation in San Diego and Arizona and asked that a further study be made to cover Nevada and New Mexico ... Mr. Gordon B. Blackwood made a motion that any salary of officers or employees in excess of 500.00 per month be approved by the Board of Directors prior to such increase being granted This motion was duly seconded and carried Mr. Harry A. Dutton requested that any officers salary increases be granted only by the directors at a regular meeting with all directors present Mr. A. W. Burroughs then brought out that according to our bylaws a majority of the directors constitute a quorum and that we could not pass any regulations conflicting with the laws unless the laws were changed or modified and that such change or modification would have to be brought up and approved at a stockholders meeting Mr. Burroughs then made a motion that any officers salary increases be brought up at a directors meeting and that it be understood that such increases would not be acted upon until the following meeting giving all directors proper time and notice of such increases so that proper consideration would be given thereto This motion was seconded by Harry A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 noon KA Jr. Harry A.DuttoJnr. ok C. A. Leighton _ A Rartin Attest Burroughs Burroughs A. W. _ Secretary gy G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 2002 on April 8 1954 at 11:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. The meeting was called to order at 11:30 A.M. by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous meeting The minutes were read by Mr. A. W. Burroughs Secretary and unanimously approved The December 31 1953 Financial Statement had been previously distributed to all Directors for a complete study thereof and this statement was reviewed by all present in detail A motion was made that the Financial Statement be accepted as prepared This motion was properly seconded and unanimously carried Mr. Leighton and Mr. Blackwood gave reports on the Company's activities and the business was discussed in general Mr. Leighton made a motion that the Directors be compensated and reimbursed for expenses incurred in attenting meetings for the period from July 1 1953 to December 31 1953 in an amount not to exceed 150.00 per month each This motion was seconded by Mr. A. W. Burroughs and unanimously carried There being no further business to come before the meeting it was adjourned at 1:00 P.M. a a Jr. aPX Harry AD.uttonDutton Jr. C. A. Leighton Martin J O. G. B. Blackwood Attest A. W. Burroughs Secretary \ MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 2001 on September 15 1954. at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. The meetinwags called to order at 2:00 P.M. by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous meeting The minutes were read by Mr. A. W. Burroughs Secretary and approved as read There being no unfinished business to be brought before the meeting the Chairman asked that new business be presented by the members present Mr. A. W. Burroughs stated that due to the fine work and the wonderful showing made by the present officers of the Company that he should like to place in nomination therefore the names of Mr. C. A. Leighton as President and Treasurer and Mr. G. B. Blackwood as Vice President Mr. C. A. Leighton then placed in nomination the name of Mr. A. W. Burroughs as Secretary The Chairman asked for further nominations and no other nominations being presented it was moved and seconded that the nominations be closed and a vote be taken for the election of the officers for the ensuing year This motion was duly seconded and carried The Chairman then asked for a vote by the showing of hands and the officers as nominated were unanimously elected There being no further business to come before the meeting it was adjourned at 2:45 P.M. Harry A. Dytton Jr. C. A. Leighton LDN action J B B G. B. Blackwood zak Attest DuaBurroughs A. W. Burroughs Dua as aces Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1115 on November 5 1954 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. The meeting was called to order at 11:00 A.M. by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous meeting The minutes were read by Mr. A. W. Burroughs Secretary and approved as read A discussion of the business in general was had and Mr. C. A. Leighton stated that the Seattle branch had outgrown their present quarters and that he had located a new location for this branch at 1915 - 1st Avenue South Seattle Washington and had negotiated for a lease thereto for a three year period beginning December # 1954 and asked the Directors in the form of a motion for their approval in changing the Seattle branch location and also requested the approval of the lease as negotiated Mr. A. W. Burroughs Secretary seconded the motion and it was unanimously carried Mr. Leighton stated that Mr. Blackwood had forwarded him a check in the amount of 1,000.00 with which to purchase ten 10 shares of the company's stock the sale of whAicuhgusbteen ized by the Stockholders at their meeting of had author- 1952 the minutes of which read in part as follows Mr. Harry A. Dutton Jr. placed a motion before the stockholders that ten 10 shares of the company's stock be set aside for purchase by Mr. Blackwood when as and if he wished to purchase them This motion was seconded by Mr. A. W. Burroughs and unanimously carried and in accordance with the above Mr. C. A. Leighton requested the Directors permission to issue the stock to Mr. Blackwood Mr. J. 0. Martin made a motion that Mr. Leighton be granted the authority to have ten 10 shares of the company stock issued to Mr. Blackwood This motion was seconded by A. W. Burroughs and unanimously carried Mr. C. A. Leighton then stated that in his opinion with the increased activity of the business that his and Mr. Blackwood's duties were greatly increased and that he should like to have the directors consider a bonus for himself and Mr. Blackwood on a profit sharing basis whereby after the company realized a net profit of 37,000.00 after Federal and State Income Taxes and subject to earning deductions under the Renegotiation Act in any year that he and Mr. Blackwood share the excess profits equally up to an amount not to exceed 5,000.00 each in any one year This matter was discussed and in accordance with the minutes of the Directors meeting held February 25 1954 this matter was tabled for a future meeting There being no further business to come before the meeting it was adjourned at 1:45 P.M. Hassy Harry A. Dutton Jr. ~~ C. A. Leighton A When, GE: J. O Martin G. B. Blackwood Attest Secretary Secretary hh. SI7R A. W. Burroughs Secretary rae MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1806 on December 6 1954 at 12 o'clock noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. Mr. Harry A. Dutton Jr. Chairman called the meeting to order and requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs as Secretary read the minutes and they were unanimously approved as read Mr. Harry A. Dutton Jr. then brought up as unfinished business the bonus proposal as made by Mr. C. A. Leighton and asked the Board's consideration thereof Mr. H. O. Martin stated that in his opinion Mr. Leighton and Mr. Blackwood were justly entitled to such a proposed bonus and that he felt that it would be to the benefit of the company to approve this bonus as it would without doubt secure added effort and increased business which would definitely accrue to additional earnings for the company and placed a motion before the Directors that a bonus on the basis as requested in the minutes of the meeting of November 5 1954 be approved Mr. A. W. Burroughs seconded the motion and it was unanimously carried There being no further business to come before the meeting it was adjourned at 2:00 P.M. Hasses -- -------, -----, Harry A. Dutton Jr. y Attest C. A. Leighton A Chartin Chartin J. 6. Martin Martin G. B. Blackwood ; Poti A. W. Burroughs Secretary WestglasWestglasWestglas 1955-1959 Westglas MINUTES OF SPECIAL MEETINGS OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of Western Fibrous Glass Products Company have called special meetings as noted hereafter for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive statutory and law requirements as to notice of time place and objects of such meetings All Directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs G. B. Blackwood Parely for the matter of record meetings were held January 21 1955 at the Alexander Hamilton Hotel Room 1806 at one o'clock P.M. and on April 28 1955 at the Alexander Hamilton Hotel Room 1902 at twelve o'clock noon and on June 1 1955 at the Alexander Hamilton Hotel Room 1902 at 1:15 P.M. and on August 10th 1955 at the Alexander Hamilton Hotel Room 1801 at twelve o'clock noon . During all of these meetings the general business of the company was discussed and reports made by the President and by Mr. Gordon Blackwood President and General Sales Manager and manager of the Los Angeles office At the meeting of April 28th a dividend of 6.50 per share was declared to shareholders as of April 15th and subsequently paid No particular business requiring detailed minutes was transacted at the other meetings All meetings were adjourned in proper order and Mr. H. A. Dutton Jr. presided as Chairman Lf A Cale Pear H. A. Dutton Jr C. A. Leighton Bartin Martin J Martin Bartin 10. Makwood G. B. Blackwood MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated September 1 1955 the annual meeting of the stockholders of the Western Fibrous Glass Products Company was held at the Alexander Hamilton Hotel Room 1806 on September 15 1955 at 11:30 A.M. Those present were Harry C. A. J. O. L. A. A. W. G. B. A. Dutton Leighton Martin Heinzelman Burroughs Blackwood Jr. Representing Representing Representing Representing Representing Representing 416.67 312.50 71.875 66.00 53.125 10 shares shares shares shares shares shares 930.17 shares representing .98 plus percent of the 947.17 shares outstanding The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous stockholders meeting Mr. A. W. Burroughs Secretary read the minutes and they were approved as read The Financial Statement for the fiscal year ended June 30 1955 was distributed to all present and reviewed in detail The statement was unanimously accepted as prepared The stockholders complimented Mr. Blackwood upon the increased business of the Los Angeles office and the additional business for which he as General Sales Manager was accredited in all offices throughout the organization Mr. H. A. Dutton Jr. asked that he be relieved of the responsibility as Chairman of the Board of Directors inasmuch as his personal business was requiring considerably more time and effort than it had heretofore and stated that he would not be able to devote the amount of time to the company that the position required and asked that his resignation be accepted Mr. C. A. Leighton President stated that he was sincerely sorry that Mr. Dutton felt that he could not continue as chairman of the Board of Directors but that he coult not in all fairness to Mr. Dutton ask that he serve as chairman if he did not feel that he could do so without personal detriment and that it was with regret he was making a motion that Mr. Dutton's resignation be accepted This motion was seconded by Mr. J. O. Martin and unanimously carried It then became a matter of general discussion as to whom should succeed Mr. Dutton as chairman of the Board of Directors Mr. Dutton stated that in his opinion the office of chairman should be abolished and made a motion that Mr. C. A. Leighton as President of the company act in the capacity of chairman for the ensuing year Mr. A. W. Burroughs seconded the motion and it was unanimously carried Mr. Dutton then turned the meeting over to Mr. Leighton who asked for nominations to be placed before the stockholders for the directorship for the ensuing year Mr. Burroughs as Secretary stated that in his opinion the directors who had served in the past had managed the affairs of the company so efficiently that he should like to nominate Mr. Harry A. Dutton Jr. Mr. C. A. Leighton Mr. J. O. Martin and Mr. G. B. Blackwood Mr. Blackwood then stated that Mr. Burroughs had omitted his own name in his nominations and he should like to place his name among the nominees Thereupon Mr. Dutton made a motion that the nominations be closed and that a vote be taken This motion was seconded by Mr. L. A. Heinzelman and unanimously carried Mr. Leighton then asked that a vote be taken by the showing of hands and all nominees were elected directors for the ensuing year Mr. Leighton asked that all directors as elected remain after the closing of the stockholders meeting as there was additional business to be acted upon by them There being no further business to come before the meeting it was adjourned at 1:30 P.M. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1806 on September 15 1955 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. Mr. Leighton called the meeting to order and requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs as Secretary read the minutes and they were unanimously approved as read Mr. Leighton then stated that it was necessary to elect the officers of the company for the ensuing year and asked for nominations Mr. J. O. Martin made a motion that all officers of the Corporation as presently serving be nominated to the offices they were now holding and placed the following names in nomination Mr. C. A. Leighton as President and Treasurer Mr. G. B. Blackwood as Vice President and Mr. A. W. Burroughs as Secretary This motic was seconded by Mr. H. A. Dutton Jr. and unanimously carried M Blackwood then moved that the nominations be closed and that a vot be taken This notion was seconded by Mr. A. W. Burroughs and unanimously carried Thereupon Mr. Leighton took a vote of the directors by the showing of hands and all officers were unanimously elected as nominated There being no further business to come before the meeting it was adjourned at 2:30 P.M. ca. ton C. A. Leighton \ Martin Obartin Obartin G. B. Blackwood Attest _=- LOLA A tpt PE A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1806 on November 22 1955 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. G. B. A. Dutton Leighton Martin Blackwood Jr. Mr. Leighton called the meeting to order and stated that inasmuch as Mr. Burroughs Secretary was absent that he would omit requesting the reading of the minutes of the previous meeting with the thought in mind that any unfinished business would be held over until the following meeting and stated that the meeting was open for general discussion Mr. Blackwood reported on the increase of sales throughout the organization Mr. Leighton gave the Treasurer's report and stated that due to the increased volume of sales and the additional accounts receivable that would of necessity have to be carried he requested that he have the permission of the Board of Directors to increase our line of credit at the bank from 200,000.00 to 250,000.00 Mr. J. O. Martin made a motion that this request be granted Mr. Blackwood seconded the motion and it was unanimously carried There being no further business to come before the meeting it was adjourned at 1:30 P.M. Har Harry A. al Dutton Jr. C. Leighton @ A. Leighton bartin G. B. Blackwood 2 Attest dae 7D . A. W. Burroughs Secretary ~~ MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1806 on December 12 1955 at 12 o'clock noon for the purpose of transacting any any all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry A. Dutton Jr. J. Leighton A. W. Burroughs G. B. Blackwood Mr. Leighton called the meeting to order and requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs as Secretary read the minutes and they were unanimously approved as read Mr. Leighton then presented to the Board his estimated figure as would result for the six months period ending December 31 1955 These figures were discussed in detail The matter of additional insurance benefits for the company's employees was presented to the Board of Directors by Mr. Burroughs Secretary of the company from a paper prepared by the Aetna Life Insurance Company the essence of which was that for an additional 87 per month company cost for each employee that they could secu a major medical plan of insurance which would be an amount for ea employee for occupational accidents and illnesses of 5,000.0 each after a basic expenditure by employees of 100.00 annually and that in addition thereto for an amount of 1.97 per month each employee would be able to insure his dependents This matter was discussed and it was decided that it be held in abeyance to be taken up at a future meeting There being no further business to come before the meeting it was adjourned at 3:00 P.M. MWe, ZA zee) Harry A. Dutton Jr. FS ; Attest J. O. Martin G. B. Blackwood A. W. Burroughs Secretary 4 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY We the undersigned being all the Directors of the Western Fibrous Glass Products Company have caused a special meeting to be held at the Alexander Hamilton Hotel Room 1906 on March 16 1956 at 12 o'clock noon for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. Mr. Leighton called the meeting to order and requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs as Secretary read the minutes and they were unanimously approved as read The Financial Statement for the six months period ending December 31 1955 was distributed to all present and was discussed in detail Mr. J. O. Martin made a motion that the Statement be accepted as submitted This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. Gordon Blackwood stated that inasmuch as they had completed the removal of the Los Angeles offices and warehouse from East 12th Street to 4433 Fruitland Avenue that he should like to have the next stockholders meeting held in Los Angeles so that they could become acquainted with the new location and be able to see the increased space and efficiency derived by making the change This request was unanimously approved There being no further business to come before the meeting it was adjourned at 2:00 F.M. Harry ~ Harry A. Dutton Jr. C. A. Leighton Martin G. B. Blackwood Attest A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the Alexander Hamilton Hotel Room 2002 on July 20 1956 at 11:00 A.M. for the purpose of trans- acting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. The meeting was called to order by President Leighton who stated that this was to be an informal meeting for the purpose of a general discussion for the furtherance and betterment of the business and that he had not been requesting the Secretary to call formal Directors meetings as frequently as had been done in the past for the reason that Mr. Blackwood was coming to San Francisco regularly each month and that on most visits informal luncheon meetings had been held and that all incidental matters pertaining to the business had been discussed and handled as they presented themselves and that upon this occasion he did not know of any business to be brought before the meeting but felt that it should be held so that if any Director had anything to present to the meeting it could be acted upon There being no formal business to be brought before the meeting it was adjourned at 2:00 P.M. hh Harry A. Dutton Jr. J C. A. Leighton ZA Martin tz, - J. Martin G. B. Blackwood ATTEST MY A. W. Burroughs Secretary MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY The annual meeting of the stockholders of the Western Fibrous Glass Products Company was held in the Executive Suite of the Hiatt House Hotel at the Los Angeles Air Port on September 15 1956 at 10:00 A.M. Those present were Harry C. A. J. O. L. A. A. W. G. B. A. Dutton Leighton Martin Heinzelman Burroughs Blackwood Jr. Representing Representing Representing Representing Representing Representing 416.67 312.50 71.875 66.00 53.125 10 shares shares shares shares shares shares 930.17 shares representing .98 plus percent of the 947.17 shares outstanding The meeting was called to order by Mr. C. A. Leighton chairman of the meeting who requested the Secretary to read the minutes of the previous meeting The secretary read the minutes and they were approved as read Mr. Leighton then distributed the June 30 1956 statement for the year then ended and it was reviewed in detail Mr. J. O. Martin made a motion to accept the statement as presented This motion was seconded by Mr. Blackwood and unanimously carried Mr. H. A. Dutton Jr. complimented the management on the fine work and progress being made by the company as was portrayed by the Financial Statement Mr. Gordon Blackwood reviewed the minutes of the company's sales meeting held in Los Angeles May 15 1956 with sales graphs and detailed explanations thereof with a projection of future plans for the sales department Mr. Leighton asked for nominations to be placed before the meeting for the Directors to be elected to Directorship for the ensuing year Mr. Martin nominated all directors presently serving namely Harry A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs and G. B. Blackwood being the full five members of the Board as required by the laws There being no further nominations Mr. Heinzelman made a motion that the nominations be closed This motion was seconded by Mr. Dutton and unanimously carried Mr. Leighton then asked for a vote by the showing of hands naming each director as nominated and all were unanimously elected Mr. Leighton stated that lunch would be served for the stockholders and requested all directors to remain after lunch for further business to be attended to by them There being no further business the meeting was adjourned at 11:30 A.M. Burroughs - PoseCAT ae A. W. Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the Executive Suite of the Hiatt House Hotel at the Los Angeles Air Port on September 15 1956 at 1:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. Mr. Leighton President called the meeting to order and requested the Secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were approved as read Mr. Leighton then asked for nominations for officers of the company to be elected for the ensuing year Mr. Harry A. Dutton Jr. after complimentary remarks presented the names of the present officers namely C. A. Leighton President and Treasurer Gordon B. Blackwood President A. W. Burroughs Secretary in nomination There being no further nominations Mr. J. O. Martin moved that the nominations be closed This motion was seconded by A. W. Burroughs and unanimously carried Mr. Leighton then asked for a vote by the showing of hands for each officer as nominated and all were unanimously elected Mr. Dutton stated that in his opinion the sales volume and growth of the company was exceeding the company's ability to properly finance under its present capital structure and stated that in his opinion there should be a levelling off and made a motion that no new offices resident salesmen or new lines of merchandise that would exceed 5,000.00 of inventory requirements be taken on by the company without the approval of the Board of Directors This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the meeting it was adjourned at 4:00 P.M. Ha 1.207 Harry A. Dutton Jr. Lights C. A. Leighton - ton J. O. Martin G. B. Blackwood ATTEST a LS < ur 6 whe A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on October 19 1956 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. Mr. Leighton President asked the Secretary to read the minutes of the previous meeting A. W. Burroughs Secretary read the minutes and they were approved as read Mr. Blackwood reported on his Eastern trip made for the purpose of contacting all Eastern suppliers stating that the impression he received from each supplier visited was that they were well pleased with the volume and distribution our company was giving them and that in all cases the relationship seemed mutually beneficial and exceedingly pleasant Mr. Leighton stated that the company was now in a position to pay a dividend provided it would not exceed 12,000.00 Thereupon Mr. J. O. Martin made a motion that the company pay a dividend of approximately 12,000.00 prorated to each stockholder based upon their respective holdings of record of October 15 1956 this dividend to be paid by October 1956 This motion was seconded by Mr. G. B. Blackwood and unanimously carried There being no further business to come before the meeting it was adjourned at 11:00 A.P. Harm acturers acturers Harry A. Dutton Jr. C. Lughton Ca A. Leighton A Obation Obation - : Ss Martin G. B. Blackwood ATTEST ATTESTATEST ATTEST : : a rad / , = ed cal Cr d wea np inne A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Pe ae nee Bryant Street San Francisco ontber ontber 20 1956 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton J. O. Martin A. W. Burroughs Mr. Leighton stated that he had caused the meeting to be held for the purpose of approving a request by Mr. G. B. Blackwood for an advancien the amount of 1,000.00 for a period not to exceed one year Mr. Leighton also stated that he had contacted Mr. Harry A. Dutton Jr. by telephone and received his approval of this advance Mr. A. W. Burroughs made a motion that the advance be granted This motion was seconded by Mr. C. A. Leighton and unanimously carried There being no further business to be brought before the Lighton Lighton meeting it was adjourned at 11:00 o'clock A.M. C. A. Leighton z LN ChartinMartin Chartin 4 o7 ATTEST a fore . Pd ae we 8 oo : fee A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the Alexander Hamilton Hotel Room 1806 on January 24 1957 at 11:30 A.M. for the purpose of trans- acting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law require- ments as to notice of time place and objects of such meeting The following Directors were present Harry C. A. J. O. A. W. G. B. A. Dutton Leighton Martin Burroughs Blackwood Jr. The meeting was presided over by Mr. C. A. Leighton President who requested the reading of the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes and they were approved as read In connection with the stabilization of the business as out- lined in the minutes of September 15 1956 Mr. H. A. Dutton Jr. made a motion that no employees be hired at a salary exceeding 500.00 per month and that no increases be granted that would increase salaries over 600.00 per month without the approval of the Board of Directors This motion was seconded by A. W. Burroughs and unanimously carried A discussion was then had relative to the order desk salesmen and it was brought cut that in all instances they were equally as valuable in their capacity as the territory salesmen and that some commission incentive should be granted them Mr. C. A. Leighton made a motion that he and Mr. Blackwood be appointed to set up a plan and present it to the Board of Directors for their consideration at the next meeting Mr. J. O. Martin seconded the motion and it was unanimously carried After further discussion relative to the business in general the meeting was adjourned at 1:30 P.M. A ilo Lory Sto Sto Harry A. Dutton Sto f Sto . / Righto C. A. Leighton ZN Obartic Martin 0. Obartic G. B. Blackwood ATTEST we -_ oF Oe a abut b A. W. Burroughs Secretary } MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California February 4 1957 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. Leighton stated that he had called this meeting upon receipt of a letter by him from the law offices of Collins & Woolway 3729 Wilshire Boulevard Los Angeles a copy of which is hereto attached which recites certain proposals as being submitted by them on behalf of their client Gordon B. Blackwood and also states that these proposals are submitted as being their client's minimum requirements for his continued association with the company and further requests Mr. Leighton as president to submit these proposals on behalf of their client to the directors of the company In accordance therewith each director was given a copy of the attached letter Each item No. 1 No. 2 No. 3 No. 4 and componant parts A and B of No. 4 and No. 5 which recites these proposals was read separately and discussed separately and the conclusion of all was that not any of the proposals or their counter parts could be accepted by the company Whereupon Mr. J. O. Martin stated that it was with regret that he felt it necessary to make a motion that C. A. Leighton as President of the company and A. W. Burroughs as Secretary be appointed as representatives of the Board of Directors to notify Mr. Blackwood that none of the proposals or their counter parts were acceptable to the company and that inasmuch as the letter states that all proposals included therein were the minimum requirements for his continued association with the company that they request Mr. Blackwood to tender his resignation effective immediately This motion was seconded by E. A. Dutton Jr. and unanimously carried A discussion was then had as to what would be considered proper remuneration as severance pay for Mr. Blackwood upon his resignation Kr A. W. Burroughs brought out the fact that under the bonus arrange- ment as granted at the Directors meeting held November 15 1954 based upon the year's activity thus far Mr. Blackwood would be entitled to this bonus which would amount to 2,500.00 He also stated that Mr. Blackwood owed the company as an advance granted him at the Directors meeting held December 20 1956 1,000.00 After this matter was discussed Mr. Harry A. Dutton Jr. made a motion that the 2,500.00 bonus be paid less a deduction of 1,000.00 owed by Mr. Blackwood to be paid him by Mr. Leighton and Mr. Burroughs upor their notification to him of the Directors request for his resignation This motion was seconded by Mr. J. O. Martin and unanimously carried Inasmuch as this bonus money was considered as being due and owing Mr. Blackwood Mr. Harry A. Dutton Jr. stated that he felt that based upon past services loyalty and company benefits derived from and through Mr. Blackwood a severance payment in addition to the foregoing resolution be granted him and he stated that after due consideration in his opinion we should give Mr. Blackwood an additional 5,000.00 and made a motion to this effect Mr. C. A. Leighton seconded this motion and it was unanimously carried Mr. Leighton then brought to the attention of the directors that Mr. Blackwood held ten 10 shares of the company stock and that in his opinion he would not wish to retain this stock after his disassociation with the company and asked for a motion as to what would be a reasonable and proper offer for his holdings Mr. A. W. Burroughs stated that Mr. Blackwood was unquestionably proportionately responsible for the current value thereof and suggested that we offer him the book value of his stock as shown by the Statement at December 31 1956 and made a motion to the effect that this offer be transmitted to Mr. Blackwood This motion was seconded by J. O. Martin and unanimously carried Mr. Dutton then made a motion that the foregoing in its entirety be transmitted to Mr. Blackwood verbally by Mr. Leighton and Mr. Burroughs in person on February 14 1957 at the company's offices in Los Angeles and report the outcome of this transmittal by them at a meeting to be called by Mr. Leighton as soon as possible thereafter There being no further business to be brought before the meet- ing it was adjourned at 12:00 o'clock noon - ATTEST 7 Lo ee # . . errtwow fir? A. W. Burroughs ra - se COPY COPY LAW OFFICES COLLINS & WOOLWAY 3726 WILSHIRE BOULEVARD LOS ANGELES S DUNKIRK 5-3154 January 22 1957 Mr. Chester A. Leighton President Western Fibrous 739 Bryant Street San Francisco California Glass Products Co. Re Employment Contract with Mr. Gordon Blackwood Dear Mr. Leighton Following our recent conference in Los Angeles I have consulted with my client Mr. Gordon Blackwood and have thoroughly reviewed the facts surrounding his position with Western Fibrous Glass Products Co. On behalf of Mr. Blackwood the following proposals are submitted as being our client's minimum requirements for his continued association with the company The Corporation in the immediate future shall enter into an employment contract with Mr. Blackwood which shall contain the following provisions in addition to those usually contained in such a contract 1 Term The contract shall be for a period of ten 10 years opt aniopotin on on the part of Mr. Blackwood to extend the| contract for two 2 additional periods of Ave 5 years each - 2 Base Compensation Mr. Blackwood shall be paida base salary of 25,000.00 25,000.00 per year 3 Additional Yearly Compensation Mr. Blackwooidn addition to his base salary shall be paid five percent 5 % of annual gross profits before taxes in excess of Sixty Thousand Dollars 60,000.00 60,000.00 such bonus to be paid annually Mr. Chester A. Leighton -a- January 22 1957 1 4 Deferred Compensation In addition to 2 and 3 Mr. Blackwood or his estate shall receive by way of deferred compensation toto be paid over a period of years after his retire- ment or death a total amount equatlo the total of the following - a An amount equal to third / 3rd of all . dividends whether cash or otherwise declared and paid subsequentto June 30 1956 on the issued and outstanding capital stock of the corporation during the period of Mr. Blackwood's employment It woulbde agreeable to Mr. Blackwood that this deferred compen- sation be arranged through a preferred stock issue as . set forth in b below In addition to this deferred compensation Mr. Blackwood shall receive - b An amount equal to fourth 4th of the ~'" increase of the net worth of the company over and above Two Hundred Thousand Dollars 200 00000 subsequent ~ **" to June 30 1956. The increaseto be used in determi^lag this amount shall be that which occurs during theperiod employment be of Mr. Blackwood's Suchamountshallbe paid toMr. Blackwood orhis estate over A period af ; co and In Mr. years following his retirement or death Mr. Bhakwood ** is agreeable to an arrangement the total of a eet and can be paid to him through the use of preferred ene ES bearing stock %interest on a basis where income income hisincome 1 tax the deferred compensation shallnot be atfom, payable ie Mr. Chester A. Leighte -3- Januar2y2 1957 excepting during the years following retirement or . his death mo eles ele ey * 5 Services and Noncompetition by Mr. Blackwood = ': Necessarily Mr. Blackwood will agree to give his full time : to thabudaass of the corporation during his employment period to act as consultant after retirement and not to compete with the company either before or after retirement Pat In addition to the above proposal Mr. Blackwood has brought to my attention that there is a real possibility under the present corporation operation that it will accumulate an undistributed earned surplus in excess of Staty Thousand Dollars 000.00 May I suggest that closely held corporations must always keep an eye on the additional tax penalty that can hit their earnings which are unreasonably accumulated beyond their needs of business The present law Sections 531 - 537 1954 Internal Revenue Code and regulations promulgated thereunder now permits a penalty earnings accumulation up to Sixty Thousand Dollars 60,000.00 Any accumulation over that amount will be taxed an additional penalty tax over and above the normal taxes on corporate earnings amounting to Twenty and half percent 27 % on the first One Hundred Thousand Dollars 100,000.00 100,000.00 100,000.00 and Thirty and half percent 38 % on the amount over One Hundred Thousand Dollars 100,000.00 100,000.00 100,000.00 unless the accumulations are absolutely necessary for the reasonable needs of the business The regulations and the courts have established that the term reasonable is most limited in scope This subject in every closely held corporation is Mr. Chester A. Leighton -4- January 22 1957 of major importance taxwise and necessarily must be carefully considered in arriving at fair compensation arrangements with key working employees It would be appreciated if you would submit the proposal made on behalf of my client to the Directors of the company and advise me as to their decision at your early convenience Sincerely yours CEC MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on March 19 1957 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. Leighton President presided and requested the reading of the minutes of the previous meeting and they were accepted as read Mr. C. A. Leighton stated that in accordance with the instructions given himself and Mr. Burroughs they had requested Mr. Blackwood to tender his resignation and tendered checks covering the accrued salary bonus and severance pay to him and that tentatively they had appointed Mr. Robert W. Kelley the Los Angeles sales manager as Los Angeles Division Manager and that thus far he had handled the position efficiently and ask the Board of Directors to make this appointment permanent Mr. Harry A. Dutton Jr. made a motion to this effect it was seconded by J. O. Martin and unanimously carried Mr. Leighton stated that in his opinion we had been remiss in appointing a general sales manager as such and that he would like to recommend that we abolish the office of sales manager and appoint a sales management committee his reason being that } geographical locations and marketing variations could be taken into consideration by committee representatives of all divisions rather than being determined by a sales manager and suggested that he as president be appointed chairman of this committee having as committee members Mr. Kelley of the Los Angeles division Mr. Drescher of the San Francisco division and Mr. Tagus of the Seattle division and made a motion to this effect This motion was seconded by Mr. E. A. Dutton Jr. and unanimously carried Mr. Leighton stated that he had called this meeting for the purpose of presenting to the directors a letter that had been received by him from Collins & Woolway attorneys with offices at 3729 Wilshire Boulevard Los Angeles California which read as follows On behalf of Mr. Blackwood and in accordance with his conversa- tion with Mr. A. W. Burroughs on February 28 1957 I am writing to give you formal notice that Mr. Blackwood desires to sell his stock in the company at a price of 5,000.00 Please be so kind as to advise me of the action of the company with respect to this offer at your early convenience This matter was discussed and inasmuch as the company had already made an offer to Mr. Blackwood to repurchase his stock at book value as shown by the December 31 1956 Financial Statement and they felt this offer was exceedingly fair in that Mr. Blackwood had received his stock long after the inception of the organization at its par value of 1,000.00 and in accordance therewith Mr. J. 0. Martin made a motion that Mr. Burroughs as secretary of the company be instructed to answer Collins & Woolway's letter stating their original offer to Mr. Blackwood and that this offer still remain open This motion was seconded by Mr. Dutton and unanimously carried Mr. A. W. Burroughs then gave each director a copy of the December 31 1956 semi annual balance sheet and operating statement which was reviewed in detail The matter of inventory was brough up and considered to be much too high Mr. Leighton stated that the San Francisco and Seattle inventories were both reasonable but that due to Mr. McClure office manager of the Los Angeles office resigning and having been replaced by Mr. McConnell who was not experienced or familiar with our activities the Los Angeles inventory became excessive but that now that Mr. McConnell was thoroughly familiar with the operation this inventory had already been reduced approximately 17,000.00 and that further reductions were being made daily and that he was satisfied that by June 30th this inventory would be in line Mr. Leighton then stated that Mr. Blackwood had promised Mr. McConnell that if he accepted the position at 550.00 per month that he would be increased in accordance with the progress he made in assuming the responsibilities required of an office manager Prior to Mr. Blackwood's resignation he had given Mr. McConnell an increase of 50.00 per month and that now he felt that Mr. McConnell should receive an additional increase and inasmuch as this increase would exceed the 600.00 limitation as set by the directors at a previous meeting he would like their approval to grant Mr. McConnell an additional 50.00 per month salary This increase was unanimously approved Mr. Leighton then stated that he had sent notices both to the suppliers and to the majority of customers stating that Mr. Robert W. Kelley had been appointed manager of the Los Angeles office to take over the duties of Mr. G. B. Blackwood recently resigned copies of which are attached hereto There being no further business to come before the meeting it was adjourned at 4:00 P.M. - y Harry A. Dutton Jr. C. A. Leighton J. O. Martin ATTEST - - _ - -- a-, . A. W. Burroughs eing eing Secretary CHAPLIN E. COLLINS GILBERT WOOLWAY LAW OFFICES COLLINS & WOOLWAY 3729 WILSHIRE BOULEVARD LOS ANGELES 5 CALIFORNIA March 5 1957 DUNKIRK 5- AIR MAIL Mr. Chester A. Leighton President Western Fibrous 739 Bryant Street San Francisco California Glass Products Co. Dear Mr. Leighton On behalf of Mr. Blackwood and in accordance with his conversation with Mr. A. W. Burroughs on February 28 1957 am writing to give you formal notice that Mr. Blackwood desires to sell his stock in the company at price of 5,000.00 Please be so kind as to advise me of the action of the company with respect to this offer at your early convenience CEC Yours very truly 1 Das Das this aku s f) WESTIGLAS WESTIGLASWESTIGLAS | WE 4423 FR The followi -_ FEBRUARY 15 1957 WE ARE PLEASED TO ANNOUNCE THE APPOINTMENT OF ROBERT W. KELLEY AS MANAGER OF OUR LOS ANGELES DIVISION MR KELLEY WILL TAKE OVER THE DUTIES OF om e PANY 8-3211 We We are plea manager of WESTERN FIBROUS GLASS PRODUCTS Co. LOS ANGELES SAN FRANCISCO SEATTLE Blackwood Angeles Division Sales Manager Sales policies will be formulated and controlled by a sales management if committee made up as follows C. A. Leighton San Francisco Chairman Robert W. Kelley of the Los Angeles Division E. E Drescher of the San Francisco Division Howard Tagas of the Northwest Division Matters pertaining to contractual relationships should be addressed to C. A. Leighton in San Francisco Matters pertaining to a division should be addressed to each Division Sales Manager with a copy to C. A. Leighton in San Francisco We feel this will enable us to better serve or principals and lessen geographical problems always present in merchandising materials in the varied Western States markets -- C. A. Leighton Leighton President President FIBROUS GLASS PRODUCTS bog THERMAL C. t AIRCRAFT MINUTES OFA SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on April 18 1957 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. C. A. Leighton President presided and requested the reading of the minutes of the previous meeting and they were approved as read Mr. C. A. Leighton then asked Mr. A. W. Burroughs to report on what had transpired in connection with the offer of sale of Mr. Blackwood's stock Mr. Burroughs stated that he had written a letter under date of March 26th 1957 a copy of which is hereto attached to Collins & Woolway to the attention of Mr. Chaplin E. Collins stating that the company had offered Mr. Blackwood book value as shown by the balance sheet at December 31 1956 an amount of 2,734.55 which in the opinion of the directors was the maximum amount they had authority to offer and further stated that for a sale other than company redemption of stock it would have to be sold as noted on the stock certificates in accordance with Section 9 of Article V of the corporation's laws Mr. A. W. Burroughs further stated that he had received an answering letter from Collins & Woolway dated March 29 1957 by registered mail return receipt requested a copy of which is hereto attached stating in part that in accordance with Section 9 of Article V of the corporate laws Mr. Blackwood gives notice of his intention to sell ten 10 shares of Western Fibrous Glass Products Company's stock at a price of 500.00 per share for cash Mr. Burroughs stated that in conpliance therewith he had notified all corporate shareholders by letter dated April 5 1957 registered mail return receipt requested copies of which are hereto attached but as yet had not received any purchase subscriptions As further unfinished business Mr. H. A. Dutton Jr. inquired as to what had been done in determining a commission incentive to order desk salesmen Mr. Leighton stated that he and Mr. Blackwood had been appointed to set up a plan and present it to the Board of Directors for their consideration but that in the meantime Mr. Blackwood had tendered his resignation and with the additional responsibility and work accruing to him in the interim he had not been able to find time to give this matter proper consideration and asked the Board of Directors to appoint Mr. Kelley and Mr. Tagus along with himself as a new committee to work out some feasible and mutually acceptable commission arrangement Mr. Harry A. Dutton Jr. then made a motion to this effect and it was unanimously carried Mr. H. A. Dutton Jr. then brought up the subject of capital expenditures for leasehold improvements stating that based upon his opinion the Los Angeles office had gotten a bit out of line on their leasehold improvements when moving to their new location and made a motion that hereafter any capital expenditures in excess of Three Hundred Dollars 300.00 should require the approval of the Board of Directors This motion was seconded by A. W. Burroughs and unanimously carried Mr. C. A. Leighton then stated that in his opinion a meeting of the Board of Directors should be held at least once each month and suggested that the third Tuesday of each month would be appropriate for the reason that the previous month's activities would have been analysed by that time and such meetings would keep the directors more closely in touch with all business activities This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. C. A. Leighton gave a detailed report on the Eastern trip as made by himself and Mr. Kelley to all suppliers represented by us and stated that in all instances it was their opinion that none of our suppliers were particularly concerned about Mr. Blackwood's resignation There being no further business to come before the meeting it was adjourned at 12:00 noon ATTEST . A.W. Burroughs Secretary A. Jr. -- -- C -- A. | ,,,, i { TL. 4 J. OMartin WESTERN FIBROUS GLASS PRODUCTS COMPANY DISTRIBUTORS OF GLASS FIBER ELECTRICAL AND THERMAL INSULATIONS Se ae er ee 739 BRYANT STREET SAN FRANCISCO 7 CALIFORNIA TELEPHONE SUTTER 1-5967 March 26 1957 Collins & Woolway 3729 Wilshire Blvd. Los Angeles 5 Calif Attention Mr. Chaplin E. Collins Dear Mr. Calling Your letter of March 5 1957 to Mr. C. A. Leighton President of Western Fibrous Glass Products Company was read to the directors at a meeting held March 22 1957 and I as Secretary have been instructed the Board of Directors to restate the offer made by them to Mr. Blackwood for his stock At the time of Mr. Blackwood's resignation the directors offered Mr. Blackwood book value as shown by the Balance Sheet at December 31 1956 which amounted to 2,734.55 this in their opinion being the maximum count they had the authority to offer For a salo other than company redemption the stock would have to be sold as noted on the stock certificates in accordance with Section 9 of Article V of the Corporation's Laws which reads as follows Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to eaoc f th he other shareholderosf record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or othervise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total SAN FRANCISCO SEATTLE LOS ANGELES Collins & Woolway March 26 1957 Page 2 number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary If all of the shares referred to in said notice to the secretary are apportionment not disposed of under such each shareholder desiring to purchase shares in a number in oneess of his proportionate share as provided above shall be entitled to purchase such proportion of those by all in those shares which he holds bears to the total numbeorf shares held of the shareholders desiring to purchase shares excess of to which they are entitled under such apportionment If none or secretaryonly a purchased purchased the the secretary is purchased forty purchased made within said forty sell or transfer may dispose shares referr toed in said notice to as aforesaid in accordance with offers day period the shareholder desiring to of all shares of stook referred to in said notice to the secretary not so purchased by the other share- holders so desirej however or price specified purchaserpurchaser purchaser those transfer to any person or persons he that he shall not sell or transfer on torns more favorable to the in said notice to the secretary provided shares at a lower or transferee than Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms condi- tions and provisions of this Section nine are strictly observed and followed Yours very truly WESTERN FIBROUS GLASS PRODUCTS COMPANY AHBO A. W. Burroughs Socretary CHAPLIN GILBERT C. COLLINS WOOLWAY LAW OFFICES COLLINS & WOOLWAY 3729 WILS WILSH HIREIR WILSE HIRE BOULEVARD LOS ANGELES S CALIFORNIA March 29 1957 DUNKIRK DUNKIRK S-3'sa CERTIFIED MAIL RETURN RECEIPT Mr. A. W. Burroughs Secretary Western Fibrous 739 Bryant Street San Francisco 7 California Glass Products Co. Dear Mr. Burroughs In accordance with your letter of March 26 1957 and pursuant to Section 9 of Article V of the Corporation's Laws Mr. Gordon Blackwood gives notice of his intention to sell the following stock owned by him in the corporation upon the following terms No. of Shares Price Per Share Terms 10 Shares 500.00 500.00 Cash Please be so kind as to send copies of this notice to the other stockholders Yours very truly I the appGroordvoneBlacfkwood reBgloaincgokwfofodeofrer CEC Enclosures Chaplin E. Collins ] RECEIVED APR 1957 CO W.F.G.P. ' There th at e the presen of Western Fibrous Glass Products Company for sale in accordance with Article 5 oration's Laws at a price of Five Hund . . I am recibteli ownag rt aschcoourlddaynoceu twhisehrewtoithpuwrocuhladseyaonuyplpeoarsteiownroift Secretary Western Fibrous Glass Products April 5 1957 2413 ArgoAsrygosHyeinzelman Hollywood 28 California Dear Mr. Heinzelman There are at the present time ten 10 shares of Western Fibrous Glass Products Company capital stock offered for oration's 500.00 per sale in accordance oration's Laws at a share with Article price of Five Section 9 of Hundred Dollars the 500.00 I am reciting below Article 5 Bection 9 and portion should you wish to purchase any of the ten 10 shares in accordance therewith would you please write Mr. A. W. Burroughs Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco 7 California Section 9 of Article 5 reads as follows Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writ- ing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the other shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the forty shareholders corporation Within days after the mailing or delivering of said notices to such shareholders any such shareholder or share- holders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering share- holder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary If all of the shares referred to in said notice to the secretary are purchase not disposed of under such apportionment each shareholder desiring to shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to 40 the secretary is purchased made within said forty as aforesaid in accordance with offers day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in holders notice purchased desire the share- holders lower however price or to to that so the secretary not peros r o pern sos ns he may so he shall not sell or transfer desire such on terms more favorable to the purchaser or other provided shares at transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section nine are strictly observed and followed Yours very truly WESTERN FIBROUS GLASS PRODUCTS COMPANY AWB30 Bent by registered mail return receipt requested A. W. Burroughs Secretary Te ra ta There are at the present Western Fibrous Glass Products Company C. sale in accordance with Article , Sect Laws at a price of Five Hundred Doll I am reciting below Articl you wish to purchase any portion of the t ance therewith would you please write Mr. Western Fibrous Glass Products Company 7. Francisco 7 California Section 9 of Article 5 read Before there can be a valid sale or trans of this corporation by the holders thereof shares to be sold or transferred shall fir to the secretary of this corporation of hi transfer such shares Said notice shall s to be sold or transferred the price per t which such holder intends to make such sal notice secretary shall copy of said within five 5 days ther to each of the other s this corporation Such notice may be deli personally or may be mailed to the last kn shareholders as the same may appear on th Within forty 40 days after the mailing o notices to such shareholders any such sha desiring to acquire any part or all of the notice shall deliver by mail or otherwise corporation a written offer or offers to p or numbers of such shares at the price and said notice If the total number of shares specified in number of shares referred to in said notic holder shall be entitled to purchase such referred to in said notice to the secretar shares of this corporation which he holds of shares held by all such shareholders de shares referred to in said notice to the s April 5 1957 A. 838399 HaSerarbyury Dutton Jr. Hillsborough California Dear Mr. Dutton There are at the present time ten 10 shares of Western Fibrous Glass Products Company sale in accordance with Article 500.00 Laws at a price of Five Hundred capital Section 9 Dollars stock offered for of the corporation's per share 10 I am reciting below Article 5 you wish to purchase any portion of the ten Section 9 and should shares in accord- ance therewith would you please write Mr. A. W. Burroughs Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco 7 California Section 9 of Article 5 reads as follows Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the other shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or said numbers of notice such shares at the price and upon the terms stated in If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary Mr. Harry A. Dutton April 5 1957 Page 2 Jr. If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to purchased purchased the secretary is purchased made within said forty as aforesaid in accordance with offers day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice holders any such however to to that the secretary not so purchased person or persons he may so desires he shall not sell or transfer the price or on terms more favorable to the purchaser or other share- provided shares at a lover transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or of said corporation shall be null and void the transfer unless of the shares terms condi- tions and provisions of this Section nine are strictly observed and followed Yours very truly WESTERN FIBROUS GLASS PRODUCTS COMPANY By AWB10 Bent by registered mail return receipt requested A. W. Burroughs Secretary April 5 1957 Mr. Edgar McDowell 676 Mayfield Avenue Stanford California Dear Mr. McDowells There are at the present time Western Fibrous Glass Products Company capital sale in accordance with Article , Section 9 Laws at a price of 500.00 per share ten 10 shares of stock offered for of the corporation's I am reciting below Article 5 Section 9 and purchase should you wish to accordance therewith any portion of the ten 10 shares in would you please write Mr. A. W. Burroughs Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco 7 California Section 9 of Article 5 reads as follows Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such sold such shares Said notice shall specify the number of shares to be or transferred the price per share and the terms upon which holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the other shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corpora- tiona written offer or offers to purchase a specified number or numbers numbers of such shares at the price and upon the terms stated in said notice \ If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering share- holder shall be entitled to purchase such proportion of the shares to referred to in said notice to the secretary of this corporation which he holds bears as the number of shares the total number of shares held by all such shareholders desiring to purchase theshares referred to in said notice to the secretary / Mr. Edgar McDowell / f Page 2 F ; If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds hears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers 46 made within s aid forty day all period shares sell or transfer may dispose of the shareholder desiring to shares of stock referred to said notice to the secretary not so purchased by the other share- desires providedlower holders however price or to any person that he shall on terms more or persons he may so not sell or transfer such shares at a favorable to the purchaser or transferes than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section nine are strictly observed and followed Yours very truly WESTERN FIBROUS GLASS PRODUCTS COMPANY By 4d. W. Burroughs Secretary AWB1AW0B10 return Sent registered mail receipt requested a ow . we oe a elnet HOD HOD HOD * ind tay va oer an ade 72o5n va q ID Shrbe Of 7 Tass . an Fe Pad 7s2yntioo Lneagrazr oT GA apo crue Apes: mame 42h et ATT se mmm a oat S- = INSTRUCTIONS TO DELIVERING EMPLOYEE . , ; ie CT 20 el DELIVER ONLY TO ADDRESSEE additional - S | (D] SHOW ADDRESS WHERE DELIVERED IN ITEM 4 BELOW 3/6 additional |Received Received Certified Insured 5 7 RECEIPT from the Postmaster the Registered A Article thte he number of which appears on the face or of this : return as -" : Be a mt 3 . me : ADDRESSEE'S TRE ADDRESSEE'S AGENT OF Nagel } , t Nagel Nagel Nagel oe , * toa a "4x | . April 5 1957 Mr. C. A. Leighton 990 Ringwood Road Menlo Park California Dear Mr. Leighton There are at the present time ten 10 shares of Western Fibrous Glass Products Company capital stock offered for Hundred 500.00 sale in accordance with Article V Laws at a price of Five Section 9 Dollars of the corporation's per share . I am reciting below Article V Section 9 and should you wish to purchase any portion of the ten 10 shares in accordance therewith would you please write Mr. A. W. Burroughs Secretary Western Fibrous Glass Products Company 739 Bryant Street , San Francisco 7 California Section 9 of Article V reads as follows Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the other shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary inte of the shares referred to in said notice to the secretary are purchase disposed of under such apportionment each shareholder desiring shares in a number in excess of his proportionate share provided above shall be entitled to purchase such proportion of hose shares whichhe holds bears to the total number of shares held all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers made within said forty 40 day period the shareholder desiring to sell or transfer may dispose of all shares of stook referred to in said notice to the secretary not so purchased by the other share- lower holders to any person or persons he may so desire provided however that he shall not sell or transfer such shares at a price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section nine are strictly observed and followed Yours very truly WESTERN FIBROUS GLASS PRODUCTS COMPANY By te \ by registered mail receipt requested A. W. Burroughs Secretary AUD Hove aI I 2001 ppe hobom hobom 2% Sotton Sotton Sotton + 35T te te areffed on $e Certified ADRESETS R^gliteredR^glitered umber ofumber NAME appearapspears appears mopeere.. Certified Certified orInsured of this return iss, MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on May 21 1957 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. C. A. Leighton President presided and asked the Secretary Mr. A. W. Burroughs to read the minutes of the previous meeting Mr. Burroughs read the minutes and they were approved as read Mr. Harry A. Dutton Jr. then asked if there had been any further correspondence concerning the sale of Mr. Blackwood's stock Mr. Burroughs stated that he had written a letter to Collins & Woolway the attention of Mr. Chaplin E. Collins under date of May 17 1957 a copy of which is hereto attached stating that the period of forty 40 days allowed in which to submit offers of purchase had expired and that he as secretary of the company had not received any offers of purchase for any of the shares at any price Mr. C. A. Leighton then stated that with all due respect and his full admiration of Mr. Kelley's management of the Southern Division that he was still subjected to considerable extra work and travelling time and that he felt he could be relieved of considerable responsibility if he were relieved of the duties of treasurer of the corporation and made a motion that Mr. A. W. Burroughs now Secretary be made Secretary and Treasurer of the company This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. A. W. Burroughs then stated that at the present time the office of Vice President had not been filled since Mr. Blackwood's resignation and that in case of Mr. Leighton's absence there could be many signatures required of the President and that in his opinion a Vice President should be appointed so that should such occasion arise those papers could be signed by the Vice President Mr. Harry A. Dutton Jr. then placed the name of Mr. J. O. Martin in nomination and there being no further nominations a vote was taken and Mr. Martin was unanimously elected Vice President of the company for the balance of the ensuing year Mr. C. A. Leighton then suggested that in his opinion our company under its increased volume and continued growth should have some one designated as chairman of the Board of Directors Mr. A. W. Burroughs as secretary stated that this action would have to come from the stockholders at a stockholders meeting inasmuch as all directors are nominated and elected by the stockholders and made a motion that this matter be brought up at the next stockholders meeting This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Leighton then invited Mr. Kelley sales manager of the Los Angeles Division and Mr. Drescher sales manager of the San Francisco Division into the meeting and asked them to explain to the Board of Directors the potential volume of business to be obtained by taking on the General Electric franchise for copper clad material manufactured by them Both sales managers felt that there was a great potential for this product explaining its varicus end uses Mr. Harry A. Dutton Jr. made a motion that Mr. Leighton and Mr. Kelly be appointed as a committee to negotiate a contract with General Electric Company to handle this product for with the understanding that the initial inventory would not exceed 10,000.00 This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 noon C. LAe.ighton Leighton Nf L c -"- o threle-+y- Dutton Harry A. Jr. : Martin aaa we bee , eK poe A. W. Burroughs , Secretary May 17 1957 Collins & Woolway Attorneys 3729 Wilshire Blvd. Los Angeles 5 Calif Attention Mr. Chaplin E. Collins Gentlemen In accordance with your letter of March 29 1957 and pursuant to Section 9 of Article 5 of the Corporate Laws of the Western Fibrous Glass Products Company Mr. Gordan B. Blackwood's ten 10 shares of stock were offered for sale by letter dated April 5 1957 to all stockholders by registered mail with return receipt requested on the terms and conditions outlined in the subject letter In accordance with the aforementioned laws they were allowed a period of forty 40 days in which to submit an offer of purchase The forty 40 days have expired and I as secretary of the company have not received any offers of purchase for any of the shares at any price Very truly yours WESTERN FIBROUS GLASS PRODUCTS COMPANY AWB By A. W. Burroughs Secretary May 17 1957 Collins & Woolway Attorneys 3729 Wilshire Blvd. Los Angeles 5 Calif Attentions Mr. Chaplin E. Collins Gentlement In accordance with your letter of March 29 1957 and pursuant to Section 9 of Article 5 of the Corporate Laws of the Western Fibrous Glass Products Company Mr. Gordan B. Blackwood's ten 10 shares of stock were offered for sale by lotter dated April 5 1957 to all stockholders by registered mail with return receipt requested on the terms and conditions outlined in the subject letter In accordance with the aforementioned laws they were allowed a period of forty 40 days in which to submit an offer of purchase The forty 40 days have expired and I as secretary of the company have not received any offers of purchase for any of the shares at any price Very truly yours WESTERN FIEROUS CLASS PRODUCTS COMPARTY AWB c By A. W. Burroughs Secretary Collins & Woolway Attorneys Attention Mr. Chaplin E. Collins Gentleman In accordance with your letter of March 29 1957 and pursuant to Section 9 of Apticle 5 of the Corporate Laws of the Western Fibrous Glass Products Company Mr. Gordan B. Blackwood's ten 10 shares of stock were offered for sale by lotter dated April 5 1957 to all stockholders by registered mail with return receipt requested on the terms and conditions outlined in the subject letter In accordance with the aforementioned lars they were allowed a period of forty 40 days in which to submit an offer of purchase The forty 40 days have expired and I as secretary of the company have not received any offers of purchase for any of the shares at any price Very truly yours WESTERN FIBROUS CLASS PRODUCTS COMPARTY AMB c By A. W. Burroughs Secretary Collins & Woolway Attorneys 3729 Wilshire Blvd. Los Angeles 5 Calif Attention Mr. Chaplin E. Collins Gentlemen In accordance with your letter of March 29 1957 and pursuant to Section 9 of Article 5 of the Corporate Laws of the Western Fibrous Glass Products Company Mr. Gordan B. Blackwood's ten 10 shares of stock were offered for sale by letter dated April 5 1957 to all stockholders by registered mail with return receipt requested on the terms and conditions outlined in the subject letter In accordance with the aforementioned laws they were allowed a period of forty 40 days in which to submit an offer of purchase The forty 40 days have expired and I as secretary of the company have not received any offers of purchase for any of the shares at any price Very truly yours WESTERN FIBROUS GLASS PRODUCTS COMPANY AWB By A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 . Bryant Street San Francisco on June 18 1957 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. C. A. Leighton President presided and asked for the reading of the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were approved as read Mr. Leighton stated that he had called this meeting for the purpose of discussing a possible pension and insurance plan for the employees of the company and had invited Mr. James Lowrey and his associate to present to them a plan as put out by The Aetna Life Insurance Company which they represented Mr. Lowrey outlined their pension plan in detail supplying the company with figures covering the cost thereof for all employees now associated with the company and its possible increased or decreased cost over the period that would be involved under the present number of employees and the present wage scale The first year's premium for such a pension plan would cost the company approximately 15,000.00 His associate then presented a major medical plan which would entitle each employee full medical coverage up to 5,000.00 provided the employee paid the first 50.00 of insurance company's recognized medical expenses and the insurance company would pay 80 of all additional recognized medical expenses until the maximum of 5,000.00 has been paid by them The company's cost of this major medical insurance would be 4.12 per month per employee After a full explanation and the answers to many questions were cleared Mr. Lowrey and his associate left the meeting Mr. Burroughs then stated that he did not feel that we should accept the first proposal for such a pension and insurance plan and suggested that additional plans be considered and made a motion to this effect Mr. H. A. Dutton Jr. seconded the motion and it was unanimously carried Mr. A. W. Burroughs then stated that in his opinion as Treasurer of the company the company should declare a dividend of approximately 12,000.00 to be set up and shown on the records as dividend payable as of the close of the fiscal year June 30 1957 and to be paid out as soon thereafter as convenience would permit Mr. C. A. Leighton made a motion to this effect and it was seconded by Mr. Harry A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon er C. A. Leighton ATTEST ra ere ; A. W. Burroughs _ Secretary Nee: ne Le: cf. al echo i Harry Jr. Z Dutton a a Lo L . adKee 5. a. Oy Martin _ MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on July 15 1957 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Fr. C. A. Leighton President presided and asked for the reading of the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were approved as read Mr. C. A. Leighton stated that he had called the meeting for the purpose of having Mr. Robert L. Levin and his associate present to us two different plans of employee pension funds and based upon his figures our first year's premium would be approximately 13,000.00 and would graduate up or down percent- agevise in the same manner as the plan presented by Mr. Lowrey His associate presented a plan of major medical insurance for the employees and quoted a price of approximately 4.00 per employee per month as the cost to the company These plans were discussed in detail and figures were left outlining both the pension plans and the insurance program for the directors further study and consideration There being no further business to come before the meeting it was adjourned at 12:00 noon C. A. Leighto , ater ee toe. i . Harry A. Dutton Jr. Yelere a VOR: J. O. Martin ATTEST - * . . a A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on August 27 1957 at 9:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. C. A. Leighton President presided and requested the reading of the minutes of the previous meeting Mr. A. W. Burroughs read the minutes and they were approved as read Mr. Leighton called to the attention of the directors that September 15th our stated date for the stockholders annual meeting would fall on Sunday this year and stated that he would like to have the permission of the Directors to hold the meeting in Seattle Washington on September 20 1957 at the Olympic Hotel This permission was granted and Mr. Burroughs Secretary was instructed to send notices to this effect to all stockholders of record This notice to be mailed not later than September 5 1957. Mr. Leighton stated that he would arrange for the director's transportation and hotel reservations and secure a meeting room at the Olympic Hotel for the annual meeting The matter of Mr. Gordon Blackwood's additional bonus was brought up and discussed by all present Mr. A. W. Burroughs made a motion that Mr. Blackwood be paid the balance due him on a prorata basis based upon the length of time he was with the company during the fiscal year ended June 30 1957 stating that the remaining amount due him under this arrangement would be 625.00 This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 noon C. Leighton -- A. Leighton 4 L Harry A. Dutton Jr. Pao hme f-N. C an on J. O. Martin 2 re A. W. Burroughs ae Secretary MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY The annual meeting of the stockholders of the Western Fibrous Glass Products Company was held at the Olympic Hotel Room 320 Seattle Washington on September 20 1957 at 2:00 P.M. Those present were Harry C. A. A. W. J. O. A. Dutton Leighton Burroughs Martin Jr. Representing Representing Representing Representing 416.67 312.50 53.125 71.875 shares shares shares shares 854.17 shares representing 91.83 of the 947.17 shares outstanding The meeting was called to order by Mr. C. A. Leighton President who requested the Secretary to read the minutes of the previous annual meeting The Secretary read the minutes and they were approved as read The Financial Statement for the fiscal year ended June 30 1957 was distributed to all present and reviewed in detail and was unanimously accepted as prepared Mr. C. A. Leighton then read a telegram he had received that morning from shareholder Gordon B. Blackwood wherein he stated his regrets at not being able to attend the meeting and stated that he would like to dispose of his holdings in their entirety Mr. Harry A. Dutton Jr. made a motion that the secretary be instructed to offer these shares for sale in accordance with the provisions of Section 9 of Article 5 of the corporate laws This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. C. A. Leighton then brought to the attention of the stockholders that Mr. Gordon Blackwood having resigned his official capacity with the company as of February 14 1957 was no longer desirous of being a member of the Board of Directors and placed a motion before the meeting that his resignation be accepted This motion was seconded by Mr. A. W. Burroughs and unanimously carried Mr. A. W. Burroughs stated that Section 2 of Article 3 of the laws authorized that the number of directors of the corporation be at least five until changed by amendment adopted by the vote or written assent of the shareholders and made a motion that the laws be amended to reduce the number of required directors from five to three This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. C. A. Leighton then asked for nominations to be placed before the stockholders for directors to be elected for the ensuing year Mr. A. W. Burroughs placed the names of Mr. H. A. Dutton Jr. Mr. C. A. Leighton and Mr. J. O. Martin in nomination Then Mr. H. A. Dutton Jr. placed the name of Mr. A. W. Burroughs in nomination There being no further nominations Mr. C. A. Leighton made a motion that the nominations be closed and stated that those nominated had served as directors of the company since its inception as a corporation and asked for a unanimous vote electing the nominees as named The vote was taken and all were unanimously elected Mr. C. A. Leighton then outlined a prospective program for the current fiscal year's activities which was very enlightening and well received by all present and in closing asked that the members of the Board of Directors remain after the meeting for a special directors meeting There being no further business the meeting was adjourned at 3:30 P.M. 2 Of 4 . a of ty ; A. W. Secretary Burroughs ~ } / MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the Olympic Hotel Room 320 Seattle Washington on September 20 1957 at 4:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. C. A. Leighton called the meeting to order and asked the secretary to read the minutes of the previous meeting The secretary read the minutes and they were accepted as read Mr. C. A. Leighton stated that he had called the meeting for the purpose of nominating and electing officers of the company for the ensuing year Mr. H. A. Dutton Jr. stated that the present officers namely Mr. C. A. Leighton President Mr. J. O. Martin Vice President and Mr. A. W. Burroughs Secretary and Treasurer had handled those respective positions in a very fine manner and placed their names in nomination as officers in the same capacities they now held There being no further nominations a motion was made seconded and carried that the nominations be closed and a vote was taken by the showing of hands and all were elected as nominated Mr. Leighton stated that the Los Angeles warehouse was in need of a lift truck and inasmuch as the cost thereof would | probably exceed the allowable expenditure for capitalized purchases he asked that he be authorized to notify the Los Angeles office to purchase a lift truck after securing competitive prices Mr. J. O. Martin made a motion that Mr. Leighton be granted this authority This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. C. A. Leighton stated that the present facilities of the Seattle office were not adequate to handle the volume of business they were now doing and stated that he and Mr. Tagas the Divisional Manager had found a location at 2915 - 1st Avenue South with considerably more space and one that could be economically remodeled to meet our needs in all respects now and for the foreseeable future and asked the directors for permission to negotiate a lease thereon and make the move as soon as possible Mr. J. O. Martin made a motion to this affect which was duly seconded and unanimously carried Mr. A. W. Burroughs stated that inasmuch as the directors had previously made it a requirement that any officer desiring an increase in salary make such request to the directors at a meeting at least thirty days before it could be acted upon and as a matter of record and in accordance with this requirement he was placing a request for an increase in salary from 12,000.00 to 15,000.00 per year Mr. H. A. Dutton Jr. then asked Mr. Leighton and Mr. Burroughs if they would be willing to have an audit of the company books made by independent accountants and both stated their complete willing- ness for such an audit There being no further business to come before the meeting it was adjourned at 5:30 P.M. Pilato e Pilato C. A. Leighton Harry A. Dutton Jr. (tow, Co: J. O. Martin ATTEST A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on October 22 1957 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. Leighton called the meeting to order and asked for the reading of the minutes of the previous meeting The secretary read the minutes and they were accepted as read Mr. C. A. Leighton gave each director a comparative statement for the first nine months of 1956 and 1957 which showed a very fine increase for 1957 over the same period of 1956. He also informed the directors that negotiations for the lease of the new location for the Seattle office had been consummated and that they expected to be able to move to the new location during the month of December Mr. H. A. Dutton Jr. then stated that in his opinion the company should have a more adequate insurance program for company employees and that some form of pension plan should be worked out so that at a normal age of retirement each employee would receive a reasonable pension based upon length of service and remuneration received during his working years This matter was discussed and a motion was made that Mr. A. W. Burroughs work out some such insurance and pension program to be brought before the directors for their consideration at the next meeting This motion was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at 12:30 P.M. Region CQ C. A. Leighton ete pe ; ee eee H. A. Dutton Jr. al a ri aoe \ Km tu NL te Lo J. O. Martin ATTEST LGPp a L ex ey A peepee A. W. Burroughs Secretary > f MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on November 26 1957 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. C. A. Leighton stated that he had called this meeting at the request of Mr. Burroughs and wished to present Mr. Robert Lewin and his assistant Mr. Yarborough so that they could outline in detail a group insurance program for the company employees to be underwritten by The Equitable Life Assurance Society and a pension plan to be underwritten by the Manufacturer's Life Insurance Company Mr. Lewin with the help of Mr. Yarborough presented both plans to the directors answering all questions regarding the plans leaving with each director a written prospectus for their further consider- ation A recess was called at 12:00 A.M. and the meeting was reopened at 2:00 P.M. Mr. C. A. Leighton stated that the request by Mr. Burroughs for an increase in salary at a director's meeting held September 20 1957 had not been acted upon and stated that in his opinion Mr. Burroughs was justly entitled to this salary increase and made a motion that an increase be granted This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. C. A. Leighton stated that the Los Angeles office was in need of a copying or photostatic machine and that its cost would exceed the allowed amount for capital asset purchases and asked permission from the Board of Directors to permit them to secure such a machine adequate for their needs based upon competitive prices Mr. Harry A. Dutton Jr. made a motion that Mr. Leighton be granted this request and it was seconded and unanimously carried All directors having at this time become fully acquainted with the insurance and pension plans and after full and complete discussion thereof a motion was made that Mr. A. W. Burroughs be authorized to follow through and complete both plans on behalf of the employees This motion was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at 3:00 P.M. C. A. Leighton ATTEST - a ae et Lt tide an Harry A. Dutton Jr. an val C . Auter fou, Martin aa, J. O. = 4 - og AS gt te AH, . ~ A. W. Burroughs Secretary . MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on December 31 1957 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Leighton called the meeting to order and requested the reading of the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes and they were accepted as read A general discussion of the company business and activities was had and during this discussion it was brought out that Mr. C. A. Leighton had heretofore been receiving a bonus based upon the profits of the company and that in his opinion this bonus arrangement was not satisfactory and that inasmuch as the bonus for previous years had amounted to 5,000.00 annually that he would like to see this paid as an additional salary rather than as a bonus Mr. Burroughs brought out the fact that if this were handled in this manner it would reflect the proper monthly overhead which could be taken into consideration in paying commissions whereas on the bonus arrangement it had not been and made a motion to this effect This motion was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at 12:30 P.M. ATTEST Ss A. W. Burroughs Secretary C. Leighton CQ A. Leighton to H. A. Dutton DuttonJr. a _ J. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on April 1 1958 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. C. A. Leighton called the meeting to order and asked for the reading of the minutes of the previous read the minutes and they were accepted as meeting read The | secretary Mr. Leighton stated that he had called the meeting for the purpose of notifying the directors of the resignation of Mr. Ernest E. Drescher sales manager of the San Francisco division explaining the reason why it was mutually agreeable to accept the resignation After a general discussion of company business the meeting was adjourned at 11:30 A.M. ATTEST0. + -- C. A. L@uLyuy Luy Luy CL Dutton H. a fb Jr. C KR-CX axe : ai ee ee Secretary ee ; A. W. Burroughs Secretary X MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on February 4 1958 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. C. A. Leighton called the meeting to order and asked for the reading of the minutes of the previous meeting Mr. A. W. Burroughs secretary read the minutes and they were accepted as read Mr. C. A. Leighton stated that the Los Angeles office was in need of some type of fireproof equipment for certain important records and due to the fact that this equipment would undoubtedly exceed the amount of money allowable for capital expenditures asked the approval of the directors for permission to secure adequate equipment to take care of their needs Mr. H. A. Dutton Jr. made a motion that Mr. Leighton be granted this permission This motion was duly seconded and unanimously carried Mr. A. W. Burroughs stated that he had now completed all arrangements and signed the necessary papers relative to the new insurance and pension funds and presented each director with a printed pamphlet to be given to all present and future employees explaining the plans in detail A general discussion of business was had and the meeting was adjourned at 12:00 noon C. A.LLeieghtion ghton Ree CF eh ~. H. Dutton Jr. 4 co (Loy t J. O. Martin fea ee tae A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on June 12 1958 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. C. A. Leighton called the meeting to order and asked for the reading of the minutes of the previous two directors meetings These minutes were read by Mr. Burroughs secretary and unanimously accepted as read Mr. A. W. Burroughs as treasurer then distributed the December 31st Financial Statement with operating figures attached and they were checked over in detail Mr. H. A. Dutton Jr. made a motion that the figures be accepted as presented This motion was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 noon ATTEST Oe 122 Jr H. A. Dutton Jr van OM J. O. Martin MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on July 29 1958 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs The meeting was called to order by Mr. C. A. Leighton President who distributed preliminary figures estimating the outcome of the year's activity from July 1 1957 to June 30 1958 and explained them to those present in detail citing the reasons for the increases and decreases in sales for the various offices and their various divisions explaining that the actual and detailed figures would be available for the following meeting Mr. Leighton also stated that our San Francisco lease was expiring and that he had arranged for a new lease on the premises and asked for the directors's approval thereof Mr. H. A. Dutton Jr. made a motion that we renew the lease for another three year period This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. H. A. Dutton Jr. then proposed that we secure a box at the Seals Stadium for the baseball season for next year stating that he had secured the information that the box would cost 1,078.00 and that he had a firm in Oakland who would participate with us on the financing of the season box tickets paying half of the cost Mr. C. A. Leighton put this suggestion in the form of a motion and it was seconded by A. W. Burroughs and unanimously carried There being no further business to come before the meeting it was adjourned at 12:30 P.M. o QS. C. A. Leighton Cia ae ) H. A. Dutton Jr. el -- --" Jf O Martin } \ - --,--,, ATTEST A. W. Burroughs Secretary Burroughs / MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on August 29th 1958 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. J. O. Martin A. W. Burroughs Mr. C. A. Leighton called the meeting to order and distributed the Financial and Operating Statement covering the fiscal year closed June 30 1958. The statement was reviewed in detail and Mr. H. A. Dutton Jr. made a motion that it be accepted as presented Mr. J. O. Martin seconded the motion and it was unanimously carried Mr. H. A. Dutton Jr. also complimented the officers and employees of the company for the fine showing made as disclosed by the statement Mr. C. A. Leighton then suggested that based upon the profits as shown by the statement that a dividend be declared to the shareholders of 26.00 per share Mr. A. W. Burroughs put this in the form of a motion and suggested that this dividend be paid to the shareholders of record September 1 1959 and paid September 5 1958. Mr. J. O. Martin seconded the motion and it was unanimously carried Mr. C. A. Leighton then explained that he had explored the conditions and potential possibility of our opening a Salt Lake City branch outlinging his findings in detail and asked the Directors to give it serious thought for he was anticipating bringing it up at a future meeting for direct consideration There being no further business to come before the meeting it was adjourned at 12:00 noon ation er C. A. Leighton Leighton LL ULUELE / H. A. Dutton Jr. ran Q. MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY The annual meeting of the stockholders of the Western Fibrous Glass Products Company was held at the Emeral Room of the Alexander Hamilton Hotel San Francisco on September 15 1958 at 11:30 A.M. Those present were Harry C. A. J. O. A. W. L. A. A. Dutton Leighton Martin Burroughs Heinzelman Jr. Representing Representing Representing Representing Representing 416.67 312.50 71.875 53.125 66.00 shares shares shares shares shares 920.17 shares representing 97.46 of the 944.17 shares outstanding Mr. C. A. Leighton called the meeting to order and asked for the reading of the minutes of the previous annual stockholders meeting A. W. Burroughs Secretary read the minutes as directed Nr J. O. Martin made a motion that the minutes be accepted as read and this motion was seconded by Mr. L. A. Heinzelmar and unanimously carried Mr. C. A. Leighton then explained to the shareholders that we had moved to new quarters in Seattle and recited in detail the terms of the lease Mr. L. A. Heinzelman made a motion that his action in making the move and securing the lease on the new premises be approved This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. Leighton then asked for the Treasurer's report Mr. A. W. Burroughs distributed copies of the financial and operating statement for the year ended June 30 1958. and went over the figures in detail answering all questions pertaining thereto Mr. J. O. Martin having complimented the directors officers and employees upon their fine work in bringing about the business and profits as disclosed by this statement made a motion that it be approved and accepted as submitted This motion was seconded by Mr. L. A. Heinzelman and unanimously carried Mr. Leighton then gave the shareholders a review of the products vendors supplying them bringing them date with the current products and vendors we were presently representing explaining the reason for dropping some products and replacing them by others Mr. H. A. Dutton Jr. expressed his gratification and complimented Mr. Leighton upon keeping our organization in line with the times Mr. H. A. Dutton Jr. after some very fine remarks placed in nomination the names of Mr. C. A. Leighton Mr. J. O. Martin and Mr. A. W. Burroughs as nominees for the directorship to be elected for the ensuing year Mr. C. A. Leighton then stated that based upon the fine cooperation and sincere consultation given him by H. A. Outton Jr. that he should like to place his name in nomination as a director and as an additional showing of appreciation he would like to have him also designated as Chairman of the Board of Directors There being no further nominations Mr. L. A. Heinzelman made a motion that the nominations be closed and that all nominees be elected by the showing of hands This notion was seconded by Mr. J. O. Martin and unanimously carried and all directors were elected as nominated Mr. C. A. Leighton as President then asked that all members of the board remain after the close of the meeting as there was additional business to be brought before them for their consideration He stated that their lunch would be served and that he would place the time of the Directors meeting for 2:00 P.M. There being no further business the meeting was adjourned at 1:00 P.M. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the Emeral Room of the Alexander Hamilton Hotel San Francisco on September 15 1958 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Harry A. Dutton Jr. being duly elected chairman of the Board of Directors called the meeting to order and asked for the readinogf the minutes of the previous meeting Mr. Burroughs Secretary read the minutes as directed there being no old business to come before the meeting he stated that the chair was open for new business where Mr. Leighton stated that he had called this Directors meeting for the purpose of nominating and electing the officers of the company for the insuing year Mr. J. O. Martin stated that based upon the progress of the Company as made here he should like to place in nomination the names of all present company officers namely Mr. C. A. Leighton as President Mr. J. O. Martin as Vice President and Mr. A. W. Burroughs as Treasurer There being no further nominee's Mr. A. W. Burroughs made a motion that the nominations be closed this motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Harry A Dutton Jr then asked for a vote by the showing of hands and all officers were elected to their respective offices as nominated There being no further business to come before the meeting it was adjourned at 45 P.M. ATTEST A. W. Burroughs Secretary Leighton C. A. Leighton AE AL Leighton Harry A. Dutton Jr. barten A Martin \ 0. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This mesting was held in Room 508 Alexander Hamilton Hotel San Francisco on October 8 1958 at 11:00 A.M. for the purpose of transacting and and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Harry A. Dutton Jr. Chairman called the meeting to order and asked the secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes as directed and there being no old business requiring attention Mr. Dutton stated that new business was in order Mr. C. A. Leighton President stated that he had called the meeting and explained that heretofore we had obtained space and supplied a booth for the " various boat shows and based upon the manner in which it had been handled it involved a lot of work on the part of various personnel and had been entirely too costly Mr. Leighton then asked the directors for permission to buy a portable booth that could be erected and taken down in very little time and could be moved to the boat shows held in the various cities with very little expense He stated that he had looked into the matter and that a booth of this type sufficient to answer our purposes could be secured for approximately 1,500.00 and asked the directors for their approval to purchase such a booth Mr. H. A. Dutton Jr. made a motion that Mr. Leighton's request be approved This motion was seconded by Mr. A. W. Burroughs and unanimously carried A general discussion of the business in detail was then had and there being no further business to come before the meeting it was adjourned at 12:00 noon ATTEST Poe, . ~ H. A. Dutton Jr A 0. Martin MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on October 13 1958 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Harry A. Dutton Jr. Chairman called the meeting to ord orderer and asked the Secretary to read the minutes of the previcus meeting Mr. Burroughs Secretary read the minutes as directed and there being no old business requiring attention Mr. Dutton stated that new business was in order Mr. C. A. Leighton stated that he had called this Directors Meeting for the purpose of having Mr. A. W. Burroughs Treasurer explain to them the new tax law whereby corporations could if they so desired file their Federal income taxes on a basis as heretofore partnerships were permitted to file Mr. A. W. Burroughs explained this new tax law outlining to them its various advantages and disadvantages after considerable discussion Mr. J. O. Martin stated that he would like to have this matter looked into further by his accountant Mr. John F. Grieder practicing certified public accountant and that his analysis and opinion be brought up at a future directors meeting Mr. H. A. Dutton Jr put this suggestion in the form of a motion It was seconded by Mr. A. W. Burroughs and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 Noon Lu BO C. A. Leighton " ' - 2 o " e H. A. Dutton Jr. . a. 0. Martin A MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on November 17 1958 at 11:00 A.M. for the purpose of transacting and and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Harry A. Dutton Jr. Chairman called the meeting to order and asked the Secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes as directed and there being no old business requiring attention Mr. Dutton stated that new business was in order Mr. C. A. Leighton stated that he wished to acquaint the directors with the new arrangement he had made with the Glidden Company whereby they would give us extended invoice datings on our purchases which would enable us to stock their various products during the off season and pay for them as they were sold He also stated that he had concluded negotiations with General Electric Company whereby they agreed that if and when any of their products which we had stocked and paid for became obsolete they would take them back at our cost This was a great advantage in that in the electronics field we could be put into a position of buying and stocking their products and they could become obsolete prior to our selling them but with the inclusion of this amendment to our contract we now could suffer no serious loss on their products Mr. A. W. Burroughs then stated that he had secured a report from Mr. John F. Grieder Certified Public Accountant as he had been instructed to do at the last directors meeting and read this report to the directors This matter was then discussed pro and con and all advantages and disadvantages were brought out to the satisfaction of all present Mr. J. O. Martin then made a motion that we not change our method of reporting our Federal Income Tax and that we report in the same manner as it has been done heretofore Mr. A. W. Burroughs seconded the motion and it was unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 noon C. A. Leighton Dutton Dutton Fi Ceo L. Dutton Jr. Martin 01 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on January 27 1959 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Harry A. Dutton Jr. Chairman called the meeting to crder and asked the secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes as directed and there being no old business requiring attention Mr. Dutton stated that new business was in order Mr. C. A. Leighton stated that he had not called the regular monthly directors meeting during the holiday season as he felt that all the directors would have individual and business activities and he did not wish to impose upon their time and while he did not have anything specific to bring before this meeting he felt that a general discussion of the business should be had outlining our monthly sales and anticipations for the new year A general discussion was had and there being no business presented at the meeting with any direct action taken it was adjourned at 12:00 noon ATTEST Burroughs A. W. Burroughs Secretary C. A. Leighton > ; oo H. Loo / H. A. Dutton Jr. Wz Martin J. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on March 23 1959 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs J. O. Martin Mr. Harry A. Dutton Jr. Chairman called the meeting to order and asked the secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes as directed and there being no old business requiring attention Mr. Dutton stated that new business was in order The Financial Statement was distributed to the directors and explained in detail by Mr. A. W. Burroughs Treasurer Mr. Burroughs stated that the credit losses as shown by this statement were not necessarily current losses but were loss hangovers that he had now been able to ascertain to be uncollectible and had written them off accordingly He also brought out the fact that he had checked into the possibility of securing insurance to cover bad debt losses giving the directors a complete outline of how this insurance operated and based upon our adhering to the insurance contract we could not in any calendar year suffer a loss in excess of 10,000.00 He stated that the cost of this insurance would run approximately 3,500.00 a year Mr. A. W. Burroughs then asked the directors for their permission to take out such a policy Mr. C. A. Leighton put this in the form of a motion and it was seconded by Mr. J. O. Martin and unanimously carried Mr. Harry A. Dutton Jr. then stated that he had been a guest on many occasions to a hunting and fishing club located at and that he could secure a life time membership in the club for the sum of 21,000.00 this membership being transferable to any individual he would wish to assign it to and that in his opinion if the company would finance this membership for him he would be in a position to invite many of our customers to this club and believed that the cost involved would be substantially returned to us with dividends by the good will secured through this form of entertainment and that should the company invest in this membership he would assign it in blank so that at any time the board of directors wished to name some other person as a club member they would be in a position to do so This matter was discussed and Mr. C. A. Leighton made a motion that we finance this membership for Mr. Dutton This motion was seconded by Mr. A. W. Burroughs and unanimously carried Mr. Leighton then stated that he had gone into the matter of opening a branch in Salt Lake City to be able to more efficiently and profitably cover that territory direct rather than to service it from our San Francisco location and made mention of the fact that he had brought this matter up at the directors meeting of August 29 1958 and inquired if they had given it the necessary consideration and if so he would like to have their approval to open a Salt Lake City branch Mr. H. A. Dutton Jr. put this in the form of a motion and it was seconded by Mr. J. O. Martin and unanimously carried Mr. H. A. Dutton Jr. then made the statement that now that Alaska and Hawaii had been accepted as States of the Union that Mr. Leighton contact our suppliers and see if we could not secure then as additional territories for our distributorship of their products Mr. Leighton stated that he would be very happy to check into this matter and report back to them at a later date Mr. Burroughs then stated that since the remodeling of the front portion of our offices we had isolated our President and had insofar as desk location was concerned relegated him to a clerk's likeness and that he and Mr. Leighton had discussed this matter and would like to move his office location to a more desirable place that would lend proper prestige to himself and the office of President of our company that location being the office in the center the hallway and asked the directors permission to remodel the new location and buy new office furniture appropriate for the office of President He stated that he should not like to have any set appropriation for this purpose but be allowed to set this office up as conservatively as possible with due consideration for the purpose and person involved Mr. Harry A. Dutton Jr. put this request in the form of a motion and this motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the meeting it was adjourned at 12:45 P.M. ea C. A. , Leighton Leighton E H. A. Dutton Jr. Ce CT ( CO Martin J. O. Martin OO MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on July 17 1959 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present C. A. Leighton H. A. Dutton Jr. A. W. Burroughs 3 J. O. Martin Mr. Harry A. Dutton Jr. Chairman called the meeting to order and asked the secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes as directed and there being no old business requiring attention Mr. Dutton stated that new business was in order Mr. Leighton explained that his major purpose for calling this meeting was that as of July 1st all employees had been given salary increases and inasmuch as it required the approval of the board of directors to secure an increase for a company officer and that the increase could not be acted upon without due consideration he would like to propose an increase in salary for Mr. A. W. Burroughs Secretary and Treasurer of 2,500.00 per year and if such approval was granted at a future meeting that the salary increase be retroactive to July 1st 1959 There being no further business to come before the meeting it was adjourned at 12:00 noon C. A. co yo A Me H. A. Dutton ' ' J / . - Jr. a J, O. ( Martin MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated September 4 1959 the annual meeting of the shareholders of the Western Fibrous Glass Products Company was held at the offices of the company 739 Bryant Street San Francisco California on September 15 1959 at 10:30 A.M. Those present were Harry C. A. J. O. L. A. A. W. A. Dutton Leighton Martin Heinzelman Burroughs Jr. Representing Representing Representing Representing Representing 416.67 312.50 71.875 66.00 53.125 shares shares shares shares shares 920.17 shares representing 99.25 of the 937.17 shares outstanding Mr. H. A. Dutton Jr. Chairman of the Board called the meeting to order and requested the reading of the minutes of the previous shareholders meeting by the Secretary Mr. A. W. Burroughs Secretary read the minutes as directed and these minutes were unanimously approved as read There being no old business requiring attention Mr. Dutton stated that new business was in order Thereupon Mr. L. A. Heinzelman commented on the fifteen year anniversary brochure as put out by the company and complimented the officers and directors for the complete and detailed information contained therein together with the fine manner in which it was prepared The annual balance sheet and statement of income and expenses were reviewed in detail and Mr. H. A. Dutton Jr. asked that he be placed on record as complimenting the entire organization for the fine work that must have been done by each and every one in order to obtain the results as shown by the figures contained in the reports and made a motion that these figures be accepted as prepared This motion was seconded by Mr. L. A. Heinzelman and unanimously carried Thereupon the Chair asked for nominations for the directorship for the ensuing year Mr. L. A. Heinzelman after some very complimentary remarks upon the management of the organization for the past several years by the present directors placed their names in nomination as directors for the fiscal year ending June 30 1960 namely Mr. H. A. Dutton Jr. as Chairman of the Board of Directors Mr. C. A. Leighton Mr. J 0. Martin and Mr. A. W. Burroughs as Directors There being no further nominations Mr. C. A. Leighton made a motion that the nominations be closed This motion was seconded by A. W. Burroughs and unanimously carried Mr. Dutton then requested a vote be taken by the showing of hands and all directors as nominated were unanimously elected It was brought to the attention of the stockholders that the pictures displayed in Mr. Leighton's office were painted by Mrs. Leighton and were a gift from her to the company All present spoke of the beauty of the pictures and it was decided that Mrs. Leighton should be sent an appropriate acknowledgement of her gift Mr. H. A. Dutton Jr. as Chairman of the Board stated this would be a pleasant duty he would like to assume a copy of which acknow- ledgement is hereto attached Mr. L. A. Heinzelman stated he was anticipating moving his residence to the Bay Area and had not given any consideration to his business activity in making the move and expressed the desire to become associated actively with the company in any capacity appropriate to his qualifications It was not necessary to go into detail as to his qualifications as he had previously been employed by our company Mr. Leighton stated that at the present time we did not have an opening for any personnel and asked that Mr. Heinzelman's employment request be held in abeyance until such time as occasion presented itself whereby further consideration should be given thereto Mr. Dutton Jr. requested the newly elected directors to remain after the closing of this meeting for a directors meeting to be held immediately thereafter There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon September 15 1959 Mrs. Chester A. Leighton 990 Ringwood Ave. Menlo Park Calif Sr. Dear Lillian pleasantly to see the office The Board of Directors was very surprised this morning and pleased two desert scenes hanging in Chet's We might add that they both offer a great deal of charm and light to his inner sanctum and they somewhat remind us that a woman's touch somehow makes our everyday life more pleasant fulness Many many thanks for your thought- Sincerely HADutton MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on September 15 1959 at 12:30 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following Directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. Harry A. Dutton Jr. called the meeting to order and requested the reading of the minutes of the previous meeting and after the reading of the minutes made a motion that the minutes be accepted as read This motion was seconded and unanimously carried Mr. H. A. Dutton Jr. asked that consideration be given to the unfinished business contained therein which was Mr. Burroughs request for an increase in salary of 2,500.00 a year Mr. A. Leighton stated that based upon the overall increase in our activity and the opening of the Portland and Salt Lake City offices requiring much additional work and record keeping as well as various State County and Municipal taxes required to be maintained and reported that in his opinion this increase was justified and made a motion that it be granted This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. Dutton Jr. stated that he had called this meeting for the purpose of nominating and electing the company officers for the ensuing year Mr. J. O. Martin placed in nomination the names of Mr. C. A. Leighton as President Mr. A. W. Burroughs as Secretary Thereupon Mr. C. A. Leighton stated that with the fine help and consultation received by him from Mr. J. O. Martin as President the preceding year he would like to place his name in nomination as President for the ensuing year There being no further nominations Mr. A. W. Burroughs made a motion that the nominations be closed This motion was seconded by Mr. H. A. Dutton Jr. who asked that the officers as nominated be voted upon by the showing of hands and all officers were unanimously elected as nominated There being no further business to come before the meeting it was adjourned at 1:30 P.M. MEE:ee. ZL Harry A. Dutton Jr .. C. A. Leighton J Martin -- Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on December 29 1959 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who stated this meeting had been called at the request of Mr. A. W. Burroughs and asked him to present the purpose thereof Thereupon Mr. Burroughs stated that while our business is making progress there are more and more companies entering into our field of endeavor and competition is becoming very keen and in his opinion we were not giving proper consideration to our company's future in its promotional and advertising activities As we are now operating every one in our organization has certain duties to perform which does not give any individual the time or opportunity to concentrate on the important and vitally necessary steps to be taken to enable us to compete our competitors Mr. Burroughs stated that he would like to have the directors give consideration to setting up a promotional and advertising department designating some one in our organization with proper background and experience to head up this department in a full time capacity and that he be given the title of Promotional Director also that this department be given the authority within due bounds for evaluating new lines and changing suppliers of old lines also this department be given the responsibility of acting as the clearing house for the centralization of all advertising advertising gadgets etc. so that it could be purchased in quantity at lesser cost and be adequate to cover the needs of all offices A lengthy discussion was had upon the subject each of the directors by questions and comments bringing out more in detail Mr. Burroughs thinking and in finalizing asked whom he would suggest to head up this department if and when it was conceded such a department was necessary Mr. Burroughs stated that he had given this considerable thought and that in checking over our personnel in his opinion Mr. C. A. Leighton Jr. our present Plastic Sales Manager based upon his twelve years background with the company approximately five years of which was spent in the office first as clerk then as order desk salesman and approximately seven years experience as an outside salesman covering sales of all our products made him best qualified and also according to seniority was most entitled to this position After further discussion it was decided that such a department was necessary and that Mr. C. A. Leighton Jr. with his background was the most eligible of our personnel to manage this department Mr. Burroughs then put the foregoing in the form of a motion This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried It then became a matter of discussion as to the salary to be paid for this position Mr. Burroughs stated that in the previous year with salary and commissions Mr. C. A. Leighton Jr. had received remuneration exceeding 11,000.00 and that prior to presenting this proposition to the directorship he had discussed with Mr. Leighton Jr. his willingness to accept this position and the basis of salary when as and if it materialized Mr. Leighton Jr. stated that with the progress shown over the past few years in his sales efforts that it would only be a short time before he would be making considerably more money than he had made heretofore but in consideration of the potential future involved he would be willing to accept the position with a straight salary of 12,000.00 per year All present conceded this salary to be fair Mr. H. A. Dutton Jr. then made a motion that Mr. Leighton Jr. be granted a salary of 12,000.00 per year to become effective January 1st 1960 and that he be instructed to take over his new responsibilities as soon thereafter as the proper changes could be made to free him of his present duties This motion was seconded by Mr. A. W. Burroughs and unanimously carried Mr. Leighton Jr. was then invited into the meeting and asked for his ideas as to how he anticipated going about his new duties He stated that he had many ideas but as yet the proposition was too new for him to outline them in detail One particular thought he did bring out was that our company was in need of a technical man for laboratory and field service in the Plastic Division to educate our salesmen in the high pressure molding activities that was now becoming prevalent throughout the trade Mr. Dutton Jr. asked what he anticipated to be the cost of such personnel Mr. Leighton Jr. said to secure the proper man it would be somewhere in the neighborhood of 8500.00 per year After discussion it was decided that Mr. Leighton Jr. interview personnel for this position and when in his opinion he had an applicant with proper qualifications and background he present the application to the Board of Directors for their consideration Mr. Leighton Jr. stated that he would prepare and present to the directorship at their next meeting a somewhat detailed prospectus covering his thoughts regarding the duties and responsibilities of the new department There being no further business to come before the meeting it was adjourned at 12:30 P.M. fo, a Harry A. Dutton Jr X) eo C. A. Leighton 3123634 3123634 Westglas 1960-1963 P19i60-f11963960-1963 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on February 11 1960 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. H. A. Dutton Jr. called the meeting to order and requested the Treasurer's report Whereupon after the normal report past due receivables became the topic of discussion and while there were several accounts discussed pro and con the Muldoon Company account was considered out of line and it was decided that this account should be reduced each month to the extent that by the end of the year it would be 25 less than now shown on the books Mr. Leighton stated that actually he considered the Muldoon Company as somewhat a partnership in that heretofore we had granted Muldoon Company consigned stocks under proper surveillance but to facilitate bookkeeping records their consigned stocks had been withdrawn and placed as a charge to our account receivable from them He stated that he was watching this account closely visiting them monthly also taking actual physical inventory of our products in their warehouse and reviewing their books in detail Mr. Leighton asked and as he put it felt justified in requesting our indulgence in maintaining this account under his supervision and responsibility for the reason that if we did not use the Muldoon Company as our Fresno distributor we would have to open an office at a cost that would not be commensurate with the profits now obtained and assured all present that he would police this account to the extent that if and when anything happened to them we could take over under due process of law without serious loss A general review of the activities of the company was presented by Mr. Leighton both as to past endeavors and immediate future prospects There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon ATTEST A. W.Burroughs Secretary Secretary H. A. Dutton Jr. Leighton -- C. A. Leighton for for Martin for MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on May 25 1960 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. H. A. Dutton Jr. Chairman called the meeting to order Mr. Leighton stated that as of May 17th he had sent or given all present a breakdown of the overhead figures for the six months ended December 31 1959 as against the same period for the year 1958 for their consideration of all items mentioning that while the gross profit was holding steadily increased overhead was causing problems In addition thereto Mr. Leighton had a breakdown of collections of accounts receivable percentagewise which showed a much slower trend in collections for the latter period These statements and figures were gone over in detail the perusal and discussion thereof took considerable time but the information contained therein together with the discussion relative thereto gave all present cause for consternation and while nothing was concluded to be an immediate remedy management was admonished to do everything in its power to correct the situation Mr. Dutton stated that prior to the next meeting he would prepare a questionnaire based upon the increase in overhead as shown by Mr. Leighton's figures and forward a copy to operative management in time for them to give proper consideration thereto and stated that at the next meeting of the Board of Directors they would expect answers thereto or explanations thereof Mr. Dutton further stated that this questionnaire would be prepared on a basis of constructive criticism only but he felt it should bring out the necessity or reasoning behind the increased overhead There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon ATTEST . u+ ee H. A. Dutton Jr. C. Leighton\ - ,, ,, bart ,, LEE. - Va ei cee to A. W. Burroughs Secretary Secretary P.S. for record purposes only Under date of May 3 1960 Mr. C. A. Leighton as President and Mr. Burroughs as Secretary sent each director a memorandum prospectus concerning a piece of property with office and warehouse space available for purchase or lease located at 564-66 - 6th Street San Francisco comparing our present rental costs as against purchase or lease costs of the available property a copy of which is hereto attached In as much as this was not brought before the meeting no action was taken WESTERN FIBROUS GLASS PRODUCTS COMPANY May 3 1960 To From : H. A. Dutton J. 2. Martin : Leighton A. N. Burroughs There is a piece of property available for purchase or lease at 564-66 on the West side of Sixth Street between Bryant and Brannan Streets 57-1 ft by 160 ft through to Harriet Street in the rear This is a two story reinforced concrete building builotn 34 pile clusters Class C Building concrete main floor maple flooring second floor gravel roof several skylights hydraulic 8 by 3 platform elevator 2,000 lbs capacity at truck and car bed height first floor serving both floors Conduit wiring factory type Two entrances on Sixth Street roll up steel doors on Harriet Stret large drive in entrance The asking purchase price is Down payment required ortgage to Seller $ 135,000.00 39.130.00 39.130.00 95,850.00 at 66 or unpaid balances - or Current taxes are 1,700.52 annually + OI Insurance Insurance at 30 rate per three years - or <- Monthly carrying charge The asking monthly lease rental is The agency stated they have turned down an offer of 950.00 but believes a compromise between 950.00 and 1,200.00 could be ob- tained 939.50 141.71 112.50 per * * month . . * . 1,212,71 1,200.00 1,200.00 Our present warehouse and office rental expenditures are as follows 739 Bryant Street . - Rent - - Taxes - 337 Berry Street * . " - Rent - Taxes . " N - Lavatory Facilities = intoncse Average- 350.00 38.60 90.00 15,75 22.50 100.00 per * * * " N month , . . " * Page Two May 3 1960 Forward - 691.85 Additional Savings and Earnings to be had are One Warehouseman - Wages Warehouseman's Pension Fund Welfare Fund Social Security Workmen's Compensation 400.80 per month - 17.30 fi tt - 12.11 " " " . ~ - 4.07 . . 435.88 * . 435.88 Rental Income from Berry Street estimated . 200.00 1,327.78 1,327.78 This does not include any allowance for the savings to be had in utilities or efficiency derived from having all stock and merchandise at one location we now have three or the control obtained therefrom In considering purchase I have secured - A building appraisal only Less depreciation allowance Land Value Assuming the normal applies - Based upon a tax value of 11,020.00 Net 1 = 128,000.01280,000.00 30,000.00 30,000.00 $ 98,000.00 98,000.00 98,00.0 $ 22,040.00 with this deal there is included - One electric scale valuable to us 999 Elevator as described above 999 Spur Track as described above 999 Total Plus 120,040.00 This building would require some remodeling for office requirements and we would have to get estimates thereon if and when such considera- tion has been given this move to warrant them No additional furniture or equipment would be needed C.A.LEIGHTON A. W. BURROUGHS MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY _ This meeting was held at the offices of the company 739 Bryant Street San Francisco on June 30 1960 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs This meeting was called to order by Mr. H. A. Dutton Jr. Chairman who stated that with the announcement of this meeting he had enclosed the questionnaire as mentioned in the minutes of the previous meeting and would like to have them taken up and discussed in numerical order The outcome of this questionnaire with the answers thereto and comments thereon definitely showed that various activities should be curtailed and certain expenditures reduced or eliminated all of which Mr. Leighton Sr. stated he would put into effect immediately Mr. Leighton Sr. also stated that as of the previous meeting he had inaugurated an austerity program which was already producing progressive results In addition thereto he stated that hereafter he would see to it that the directors would be supplied with regular monthly statements showing in detail the expenditures of individual salesmen classified by offices summarizing the ratio of sales expense to gross profit obtained Mr. Burroughs then stated that even though we were inaugurating an austerity program we should not overlook the fact that incentive was the most important factor in salesmanship and that Joe Kay with his technical knowledge of our products and his ability to sell and service our customers from within should be considered as an equal to our outside salesmen Mr. Burroughs stated that in his opinion Mr. Kay's salary should be considered to be somewhat commensurate with the earnings of our outside salesmen and asked the approval of the Board of Directors to increase his salary to 700.00 per month Mr. H. A. Dutton Jr. made a motion that this increase be allowed This motion was seconded by Mr. J. O. Martin and unanimously carried At this time Mr. E. O. Rapier Thermal Division Manager was invited into the meeting and asked to give a report as to his anticipation of his departments potential business for the ensuing fiscal year Mr. Rapier stated he did not have any figures available to forecast the year's activity but inasmuch as his department was responsible for approximately 50 of the sales of the San Francisco office for the past year he believed he could assure all present regardless of other divisional increases that his department would be able to maintain at least the same percentage of sales for the San Francisco office during the ensuing year There being no further business to come before the meeting it was adjourned at 12:30 P.M. ;~ ATTESTA ATTESTA ATTEATTESSTA TegAea - Lo Leighton Q A (\ WMyee oo eeu Mun MuntintMuni tin n Muntin CO x MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY = This meeting was held at the offices of the company 739 Bryant Street San Francisco California on April 26 1961 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous meeting Mr. A. W. Burroughs as secretary read the minutes and they were approved as read Mr. Dutton then asked the secretary to bring before the meeting any unfinished business Mr. Burroughs stated the only item of unfinished business recorded was the matter of modifying the pattern of salesmen's commission contracts Mr. Leighton stated that in accordance with instructions contained in the minutes of the previous meeting he had analyzed the various suggestions and comments submitted for the writing of the salesmen's contracts He then presented the directors with a copy of a proposed commission change submitted by Mr. R. W. Kelley a copy of which and the explanation thereof is hereto attached and made WESTERN FIBROUS GLASS PRODUCTS COMPANY 8/23/62 Suggested changes to April 26 1961 minutes Items 1,2 and 3 second page : 1. Salaires A - Conservation of working capital An amount representing the difference between executive salaries paid as of 4/30/61 and that paid hence until reinstatement difference eliminated 2. Annual enhancement of Net Worth An amount representing 10 of by Westgals fiscal financial 6/30/60 and enhanced likewise the Net Worth statement for annually as indicated period ending 3. Annual stockholder's dividends An amount equal after taxes or to either 10 of the annual net earnings the sum of 12,000.00 whichever be the greater so that the shareholders would receive a reasonable retrun on their investment both in prfitable and profitable years ---- -- a part of these minutes and stated that in his opinion this prop- osal covered a reasonably fair and equitable solution After discussion Mr. Dutton outlined changes but stated that in addition he was in accord thereto he felt with Mr. Kelley's we must of necessity consider funds needed for various company purposes stating that in his opinion if Mr. Kelley's proposal be accepted he would like to modify it to the extent of the company being able following 1. A sufficient amount to be charged each office on a prorated basis as an expense item for the purpose of adjusting and re- establishing salary reductions taken by certain officers and employees so that these reductions can be reinstated by the Directors when they consider the company to be in a position to meet the cost thereof 2 A reserve be set aside annually for the enhancement of the net worth of the company of 10 beginning with the net worth as shown by the Financial Statement ending June 30 1960 and increased by 10 annually each June 30th thereafter 3 A sufficient amount be deductetdo allow for reserves to be set aside for dividend purposes of 10 of the annual net earn- ings or 12,000.00 whichever be the greater so that the share holders would receive a reasonable return on their investment both in profitable and profitable years This modification was discussed and all directors being in accord- ance therewith Mr. Dutton then put this in the form of a motion which was seconded by Mr. J. O. Martin and unanimously carried It was then decided that these modifications be presented to the San Francisco and Los Angeles divisional salesmen by personal presentation Mr. Leighton stated that he would personally acquaint the San Francisco sales personnel of the modifications and after proper discussion it was agreed by all present that inasmuch as the proposal originated through the Los Angeles office that Mr. Dutton and Mr. Leighton be appointed as a committee representing the Board of Directors to arrange a meeting in Los Angeles and present the modifications as authorized by the Board of Directors to their sales personnel There being no further business to come before the meeting it was adjourned at 1:00 P.M. ATTEST A. W. Burroughs Secretary Harry A. Dutton Jr. Leighton Com -- C. A. Leighton ----"-- ------,--,,--"-- ----,--,, J. O. Martin ^' nad MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on June 13 1961 at 10:30 A.M. for the pur- pose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs This meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked the secretary for a report on unfinished business The only unfinished business as recorded was the result of Mr. Dutton and Mr. Leighton's meeting with the sales personnel of the Los Angeles division relative to their reaction to the proposed sales contract changes Mr. Leighton reported that they were not fully in accord with Mr. Kelley's original proposal for the reason they could not foresee under present conditions how the Los Angeles office could make net profits sufficient to warrant a pool distribution whereby their participation would equal their present earnings Mr. Leighton stated that in his closing remarks at the meeting their comments would be presented to the Board of Directors for proper consideration and that no final decision would be made until there was a complete understanding of the changes to be made and mutually agreed upon Mr. Leighton then stated that based upon Mr. C. A. Leighton Jr.'s added company responsibilities that had required him to be absent from home more frequently than heretofore domestic troubles had arisen to the extent that in Mr. Leighton Jr.'s opinion the only solution thereto would be a temporary separation requiring him to take separate living quarters increasing his normal personal expenditures In consideration of the foregoing explanation Mr. Leighton Jr. had asked Mr. Leighton to present to the Board of Directors a request for an increase in salary of 100.00 per month to offset a portion of his additional domestic costs After discussion and due consideration Mr. H. A. Dutton Jr. made a motion that this increase be granted Mr. Burroughs seconded the motion and it was unanimously carried There being no further business to come before the meeting it was adjourned at 12:15 P.M. H. A. Dutton Jr. C. A. Leighton ATTEST OR J. O. Martin Ne Burroughs FO, Secretary - Secretary Burroughs MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY company This meeting was held at the offices of the . Street San Francisco on August 24 1961 at 10:00 A.M. A.M. 739 Bryant for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked the secretary to report on any unfinished business Mr. Burroughs Secretary stated that the only unfinished business was that of consummating the pending salesmen's contract Mr. Leighton stated that based upon the various differences between offices and their diversified activities and potential earnings that as of now he was unable to produce what in his opinion would be an adequate contract that would meet all situations involved He asked directors indulgence in tabling this matter until further statistical information could be acquired wherein he would be able to incorporate in detail a composite agreement acceptable to all and mutually beneficial which was agreed upon Mr. Burroughs as treasurer then presented the directors with the financial statement covering the fiscal year ending June 30 1961. This statemen wats perused by all item for item and based upon the losses sustained as shown by the statement issued December 31 1960 and the phenominal recovery as made it was conceded by all that this statement had proven that proper steps were taken regardless of adverse business conditions which turned a serious loss into a profit With complimentary remarks by the Board of Directors to active management the meeting was adjourned at 12:30 P.M P.M H. A.Dutton ,Jr. C. A. Leighton J. O. Martin ATTEST BurrBoururgouhghss A. W. eee Secretary Secretary ^' 4 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated August 25 1961 the annual meeting of the shareholders of the Western Fibrous Glass Products Company was held at the offices of the company 739 Bryant Street San Francisco California on September 15 1961 at 10:00 A.M. Those present were Harry C. A. J. O. A. W. A. Dutton LeightonDutton Martin Burroughs Jr. Representing Representing Representing Representing 416.67 312.50 71.875 53.125 shares shares shares shares 854.17 shares representing 91.144 of the 937.17 shares outstanding This meeting was called to order by Mr. Harry A. Dutton Jr. Chairman of the Board of Directors who requested the reading of the minutes of the previous shareholders meeting by the Secretary A. W. Burroughs Secretary read the minutes of the previous meeting and they were approved as read The chair stated that according to the Secretary's reading of the minutes he had ascertained there was no unfinished business to be brought before the meeting and asked that any new business to be considered be presented Mr. Burroughs then stated that the new business involved was that of nominating and electing a Board of Directors for the ensuing year Mr. C. A. Leighton stated that in his opinion all Directors who had given their time and thought during the past year had been very efficient and beneficial to the welfare of the company and placed in nomination the following Mr. Mr. Mr. Harry J. O. A. W. A. Dutton Martin Burroughs Jr. Thereupon Mr. Harry A. Dutton Jr. stated that based upon the lengthy service and efficient management of our President Mr. C. A. Leighton he wanted to add his name to the aforementioned nomin- ees There being no further nominations the chair asked for a motion that the nominations be closed Mr. J. O. Martin made a motion that the nominations be closed This motion was seconded by Mr. C. A. Leighton The chair then asked for a vote by the showing of hands for the election of the nominees as presented and all nominees were unanimously elected Mr. Dutton Chairman then requested the newly elected directors to remain after the close of this meeting as there was additional business that needed their attention There being no further business to be brought before the meeting it was adjourned at 11:00 A.M. A. Buroughs Burroughs Secretary | August 25 1961 JE FAKFAE KE STOKHYLDERS HEATING The annual Stockholders Keeting of Western Fibrous Glass Products Company will be held Friday Septem ber 15 1961 in the Company offices at 739 Bryant Street San Francisco The Stockholders Meeting will be called to order at 10:00 A. followed by a Pirectors Meeting at 11:00 .. Respectfully yours L15 BY President MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Street San Francisco on September 15 1961 at company 739 Bryant 11:00 A.M. A.M. for the purpose of transacting any and all business per taining to the affairs of the corporation and we hereby waive all statutory and law re- quirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked the Secretary for any unfinished business from prior meetings Mr. Burroughs stated that the only unfinished business as recorde wads that of consummating an agreeable sales- men's contract Mr. Leighton stated that as of yet he was unable based upon conditions reported in prior meetings to bring to the Board of Directors a conclusive contract meeting various requirements acceptable to all The chair then asked for new business to be presented for con- sideration Mr. Burroughs stated that the uppermost new business at the moment was that of electing the officers to be in control of the detail operations of the company for the ensuing year Mr. Dutton stated that in his opinion the present officers have shown their ability to manage our company's affairs successfully and asked that they be placed in nomination for their respective offices as now held namely Mr. C. A. Leighton President Mr. J. O. Martin Vice President and Mr. A. W. Burroughs Secretary and Treasurer This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the meeting it was adjourned at 12:00 noon ATTEST %. H. A. Dutton Jr. C. A. Leighton anton anton - J. O. Martin / MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on September 22 1961 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present Mr. Harry A. Dutton Jr. Mr. C. A. Leighton Mr. A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked Mr. Leighton the purpose for calling the meeting Mr. Leighton stated that our Los Angeles warehouse lease was nearing its expiration date and the lessors have given notice that we must vacate a portion of the premises The relinquishing of this space would cause a warehousing problem Mr. Kelly and Mr. McConnell in discussing this problem came up with what in their opinion was a possible solution explaining that we had a large loading platform at the rear of our building which was not as of now being utilized for any purpose whatsoever Their suggestion being that this platform be covered and properly enclosed and if so done would more than cover the space being re- linquished and would give us greater efficiency With this thought in mind they secured bids covering the cost of this work and the lowest approximated bid cost was 6,100.00 all bidders stating that they could not submit firm bids until the plans were submitted to the City of Vernon and the County of Los Angeles for building permits acceptable to each under their building code.requirements After submitting their plans to the proper authorities for the building permits it was found that inasmuch as the balance of our leased premises had a sprinkler system throughout we would have to put in a sprinkler system to include the additional enclosure The cost of this would be an additional 1,500.00 Mr. Leighton then stated that if we made this expenditure and capitalized it to be amortized over the unexpired term of our lease it would result in a lesser rental than we are now paying This matter was discussed in detail and after due consideration Mr. Burroughs made a motion that this expenditure be approved and that the work be let so that at the time of our lease relinquishment became effective we would have the construction work sufficiently done to make the necessary move This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Burroughs then brought up a matter requiring an additional leasehold expenditure that in his opinion was necessary for the San Francisco office explaining that heretofore our purchasing agent had had a private office wherein he could meet incoming salesmen in privacy but that in promoting Mr. Leighton Jr. as Sales Director it was necessary to give him the purchasing agent's office moving the purchasing agent into the front office where there was no privacy available Mr. Burroughs further stated that he had in his opinion found a solution to this problem by enclosing a certain portion of the front office showing and explaining what he had in mind He stated he had obtained a firm bid covering the cost of this proposed enclosed office at a cost of 425.00 which included the lighting requirements floor covering painting etc. and asked that due consideration be given this proposal -. After detailed discussion thereon Mr. Harry A. Dutton Jr. made a motion that the expenditure be allowed and that this work be carried out Mr. C. A. Leighton seconded this motion and it was unanimously carried There being no further business to come before the meeting it was adjourned at 11:30 A.M. ae Owe We, CFS H. A. Dutton Jr. L a a ATTEST ot . LLLET Q A. Secretary Burroughs C. A. Leighton Leighton a Chant Chant J. O. Martin | _ MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on November 20 1961 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton C. A. Leighton J. O. Martin A. W. Burroughs This meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked the secretary for a report on unfin- ished business Mr. Burroughs Secretary stated that the only recorded unfinished business was that of completing the salesman's commission contract agreement Mr. Leighton stated that as of now he was unable to submit a mutually acceptable contract but that progress was being made Mr. Leighton then brought before the meeting a proposal presented to him by Mr. C. A. Leighton Jr. wherein he suggested that we relieve Mr. Kelly of his burdened responsibilities by appointing Product Managers each of whom would be responsible for their own divisional products sales suggesting Wallace C. Moore be made products manager of the Electrical Division Bruce Hacker products manager of the Plastics Division and Donald Starr products manager of the Thermal Division This matter was discussed by all present but no decision reached and inasmuch as Mr. Dutton had a prior appointment requiring him to be absent from the balance of the meeting he asked that this meeting be recessed until 10:00 A.M. November 21st and further requested that Mr. C. A. Leighton Jr. be present at the opening of the recessed continuance thereof to outline in detail his reason for requesting this change Mr. Leighton put Mr. Dutton's request into the form of a motion Mr. A. W. Burroughs seconded this motion and it was unanimously carried and the meeting was recessed at 11:45 A.M. CONTINUANCE All Directors present Mr. C. A. Leighton Jr. present by invitation Mr. Harry A. Dutton Jr. called the meeting to order at 10:00 A.M. November 21st and requested the secretary to read his notes covering the preceding portion of this meeting Accordingly Mr. Burroughs read his notes Mr. Dutton then asked Mr. Leighton Jr. to explain his purpose for requesting the proposed change Mr. Leighton Jr. stated that in his last several trips to the Los Angeles office that he had discerned a considerable lowering of moral among the salesmen and in trying to ascert- ain the reason therefore had discussed this matter with each salemar individually and had concluded through the opinions of all that they were not receiving proper consideration from Mr. Kelly as needed He further stated that in his opinion Mr. Kelly was overburdened with detail and seemingly did not have available time to hold sales meetings or to receive various salesmen for individual interviews to enable them to present their problems He felt by appointing product managers to assume the detailed responsibilities of each product divisional sales and only having to through Mr. Kelly for managerial requirements they would be able to do a much better job This matter was discussed pro and con and during this discussion it was brought out that the sales for the Los Angeles office had been in a decline since June of 1960 and that some drastic change was needed Mr. J. O. Martin then stated that based upon the foregoing it was his opinion that Mr. Kelly's services should be terminated and that we reorganize the Los Angeles Division saleswise This matter was discussed and Mr. Burroughs stated that in his opinion it was not necessarily Mr. Kelly's fault that he did not handle his position as Divisional Manager as it should be handled His feelings were that we had taken our best salesmen as at that time and promoted him to Divisional Manager out of a field where he excelled in ability In so doing they had made a high priced clerk out of an exceptional salesman Mr. Burroughs believed that if we gave Mr. Kelly the accounts he was now handling and allocated to him additional accounts of a specific territory he would again be a very valuable part of our organization Mr. Dutton stated that the discussion and comments were very enlightening and well taken and asked Mr. Leighton Jr. as our Sales Director if he had any further ideas or additional comments Mr. Leighton Jr. stated that based upon the aforementioned he would like to amend his original proposal by appointing Mr. Wallace C. Moore as our Los Angeles Divisional Sales Manager which would still include his being the Electrical Products Manager All other proposals remaining the same Mr. Dutton then asked the Secretary to read all notes taken of the meeting thus far so that all present could refresh their thinking as to what heretofore had transpired The Secretary read all notes as requested Mr. Dutton then stated that after listening to the various comments that Mr. Leighton Jr's amended proposal be approved and made a motion this effect The motion was seconded by Mr. J. O. Martin and unanimously carried Mr. Dutton then made a motion that Mr. C. A. Leighton Sr. Mr. A. W. Burroughs and Mr. C. A. Leighton Jr. be appointed as a committee to put the foregoing into effect and that Mr. Leighton Sr. and Mr. Burroughs set up the procedure for so doing This motion was duly seconded and unanimously carried There being no further business to come before the meeting it was adjourned at 12 o'clock noon H. A. Dutton Schli TT ATTEST H. O. Martin i oo Burroughs Secretary Secretary a MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on December 5 1961 at 8:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs Mr. C. A. Leighton Jr. was present by invitation The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked Mr. Leighton the purpose for calling the meeting Mr. Leighton stated that he had called the meeting to acquaint the directors with the procedure and results of his Mr. Burroughs and Mr. Leighton Jr meetings with the Los Angeles Division in accordance with their instructions as contained in the minutes of their previous meeting Mr. Leighton stated that after discussion as to procedure with Mr. Burroughs they decided that they would go to Los Angeles on November 28th the following day and that Mr. Leighton Jr. should contact Mr. Moore by telephone that evening and tell him in confidence of his proposed promotion to Sales Manager of the Los Angeles Division and to request Mr. Moore to notify all proposed Product Managers to be avail- able for a management meeting to be held the following afternoon at 3:00 o'clock Mr. Leighton in turn was to call Mr. Kelly that evening advising him that he and Mr. Burroughs would be down the following morning asking him to meet them at the airport at 8:00 A.M. The additional arrangements to be that Mr. Leighton Jr. would fly down later in the day and meet with Mr. Moore prior to their required attendance at the 3:00 P.M. meeting Mr. Leighton further reported that Mr. Kelly had met him and Mr. Burroughs at the airport and drove them to the Statler Hotel and the meeting between himself Mr. Burroughs and Mr. Kelly was held immediately thereafter in Mr. Leighton's room where at the directors proclamation was explained to Mr. Kelly in detail outlining the reason therefor Mr. Kelly acquiesced stating that he was fully in accord with their thinking and believed the carrying out of their decision would be exceedingly beneficial the Los Angeles Division Mr Burroughs then asked Mr. Kelly if in his opinion it would be helpful to him to turn the detail office procedure over to Mr. McConnell as office manager thus enabling him to have additional time available for his outlined sales activity and unrelinquished management requirements Mr. Kelly expressed his appreciation for this suggestion stating that with these various responsibilities being allocated to others he would be able to prove to management that he could within a short time again be a top salesman in our organization Mr. Leighton then stated that it being near lunch time that he would call Mr. McConnell asking him to be present at approximately 1:30 for the afternoon session Mr. McConnell in accordance with Mr. Leighton's request presented himself at the meeting and all facets of the directors instructions together with the suggestions and decisions of the morning meeting were outlined advising him fully of his added responsibilities after which all present discussed the policy and procedure for carrying out the many changes All present repaired to the offices of the company for the 3:00 o'clock meeting to be held thereafter whereat Mr. McConnell resumed his office duties and a preliminary meeting was held with Mr. Leighton Mr. Burroughs Mr. Kelly and Mr. Leighton Jr. present Mr. Leighton Jr. announced that he had met with Mr. Moore and that Mr. Moore had suggested to him that we not break this news to those involved as a group but that in his opinion we should talk with the appointed Product Managers to get their reaction individually before calling the group meeting Mr. Moore was called in and the matter discussed and he suggested that we call Mr. Hacker into the meeting first whereupon this was done and Mr. Leighton outlined to him our intended changes Mr. Hacker stated that he would like to have time to think the matter over Mr. Kelly then asked Mr. Goodrum and Mr. Starr into the meeting and Mr. Leighton outlined to them the new procedure which was accepted by them with enthusiasm all stating that under the new arrangement and with the diversified responsibility as allocated to them individually they felt that all would be able to do a better job and as a group stated in their opinions given a period of three months that we would see a much improved sales volume in their division Mr. Hacker then returned to the meeting and stated that the reason for his wanting time to give the matter additional consideration was that he had been offered a position by another company and that he had wanted the time to discuss this change together with his new job offer with his wife and in so doing they had decided that he should take the position as offered to him by the other company and tendered his resignation Mr. Leighton stated that his resignation not being anticipated was somewhat of a shock and that he would like to give the matter further thought before giving a final decision but that a decision would be forthcoming in the next few days Thereupon Mr. Hacker retired from the meeting This meeting was closed and Mr. Leighton invited all persons involved to a dinner meeting at the Statler Hotel wherein each and all would be able to discuss the foregoing individually and groupwise for any clarification needed as to their respective duties and the procedure involved After this meeting broke up Mr. Leighton asked Mr. Kelly and Mr. Moore to be present for a meeting to be held the follow- ing morning to tie up the loose ends any after their sleeping upon the comments and results of the day's meetings This meeting was held at 10:00 A.M. in Mr. Leighton's room at the Statler Hotel November 29 1961. Those present were Mr. C. A. Leighton Mr. A. W. Burroughs Mr. R. W. Kelly and Mr. Wallace C. Moore Mr. Moore stated that after the previous evening's meeting he and Mr. Kelly had had a lengthy discussion relative to their particular changes and it was mutually agreed that Mr. Kelly would retain all accounts he was now servicing and in addition thereto be allocated a territory to be decided upon and that in so doing it would be necessary for them to have a meeting with all sales personnel for territorial changes acceptable to all During this meeting the question arose as to who should assume the responsibility of obtaining new personnel as needed It was decided that in as much as Mr. Moore was assuming the responsibility of Sales Manager that he be responsible for the hiring of all sales personnel including order desk salesmen and that Mr. McConnell be responsible for any changes to be made in all other personnel requirements After a full discussion of Mr. Leighton's report it was decided by the Directors Mr. Hacker's resignation be accepted Mr. Dutton then asked that a Director's meeting be called for December 8 1961 at 8:00 A.M. to be held at the offices of the company in San Francisco with Mr. Kelly present There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon H. A. Dutton Jr. C. A. Leighton ATTEST ANW.Burroughs MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on December 8 1961 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. B. Burroughs J. O. Martin Mr. Kelly was present by invitation The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who stated he had requested this meeting and addressing his remarks to Mr. Kelly asked his reaction to the inaugurated changes Mr. Kelly stated that all changes made met with his approval and said that heretofore he had been bogged down with detail to the extent and without realizing it perhaps had in some instances neglected his expected executive duties He further stated that under the new diversification of responsibility that he would be able to assume a greater part in sales and would give Wally Moore as Sales Manager his whole hearted support and consultation when needed There being no further business to come before the meeting it was adjourned at 11:45 A.M. H. A. DUTTON JR A C. A. LEIGHTON J. O. MARTIN ea _ ATTEST BurroughsSecretary Burroughs MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on January 16 1962 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs J. O. Martin . The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked Mr. Leighton the purpose for calling the meeting Mr. Leighton stated that he had called the meeting for their consideration of several proposals First and most important was that of an adjustment of Mr. Wallace Moore's remuneration explaining that with the reallocation of the Los Angeles sales territories and the added responsibilities entailed as Sales Manager that Mr. Mcore could be faced with a reduction in income through his commission earnings This matter was fully discussed Mr. Burroughs stated that with salary and commissions Mr. Moore had been averaging approximately 12,000.00 a year and that he felt that some additional amount should be added thereto and be considered as straight salary His thinking being that we should not place Mr. Moore in a position whereby he had to rely entirely upon commissions derived from his direct sales for his income This added remuneration would also lend considerably toward boosting his moral in his new undertaking and if and when the new proposed commission contract was put into effect additional remuneration could be allocated to him as a bonus from time to time as the Los Angeles Divisional earnings would permit Mr. Burroughs then made a motion that Mr. Moore be given an annual salary of 15,000.00 This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Leighton then stated that upon a recent trip to Los Angeles Mr. Moore had mentioned to him that Mr. Goodrum had made a remark that led him to believe that during the various changes made in the Los Angeles office and the several promotions granted to others that Mr. Goodrum had been in his vernacular somewhat of a missing link He also felt that if Mr. Goodrum was given some additional remuneration which would be an expression of appreciation of his ability and loyalty to the company this feeling would be alleviated Mr. Leighton had gathered that an increase in salary to Mr. Goodrum over and above the regular committed salaries would answer this problem and made a motion that his basic salary be increased from the regular salesman's basic salary of 600.00 per month to 700.00 per month This matter was discussed pro and con but finally concluded that rather than disrupt our Los Angeles sales personnel further that this increase be granted Mr. Dutton placed this suggestion in the form of a motion It was seconded by Mr. C. A. Leighton and unanimously carried Mr. Dutton then brought up the matter as to what progress had been achieved in the proposed changes of the salesmen's commission contracts Mr. Leighton stated that based upon the earnings of the individual branches the only place the new contract proposal would serve its purpose as of now was in the San Francisco office and had determined that under the new plan it would average out that they would be entitled to an approximate increase of 10 in their commission remuneration He further stated that in his belief that our only alternative is to main- tain the present contracts to all other branch salesmen Publicizing the percentage of commission increase as attained by the San Francisco salesmen to other branch salesmen believing that in so doing it would give them an added incentive to improve their branch sales so that their branch earnings would be sufficient to allow them to take advantage of the pool distribution as outlined under the new contract Mr. Dutton expressed his approval of the foregoing but stipulated that all branches not now accepting the new contract be given one year in which to make a decision as to their acceptance or rejection thereof and regardless of their decision it be accepted by the Board of Directors as final and they would have to adhere thereto thereafter Mr. Dutton then placed this in the form of a motion Mr. Martin seconded this motion and it was unanimously carried Mr. Leighton mentioned that he had secured reservations for himself and Mrs. Leighton to take a trip to Europe for his vacation period and having informed Mr. Burroughs of this proposed trip he stated that Mr. Burroughs was willing to assume all responsibility of the organization's activities in its entirety with the exception of the Muldoon account and that prior to his absence he would like to acquaint himself with the Muldoon activity Whereupon he had suggested to Mr. Burroughs that he accompany him to Fresno so that Mr. Burroughs would have a more detailed knowledge of account He said that he had told Mr. Burroughs that he considered the Muldoon Company more or less a subsidiary of our company and remarked to Mr. Burroughs that Mr. Halversen President of the Muldoon Company also considered his company as a subsidiary of our company Mr. Leighton then stated that Mr. Burroughs had expressed an opinion that if it was conceded by both our company and the Muldoon Company that we were in matter of fact one organization that he would suggest we tie up the loose ends so that should some unforeseeable happening occur during his absence that our company would have as nearly as possible obtainable complete control of the Muldoon Company Mr. Leighton expressed his acquiesence to this proposal and requested Mr. Burroughs to prepare all necessary papers needed to cover a full and complete assignment to us of the Muldoon Company in its entirely Mr. Leighton stated that he and Mr. Burroughs had made a trip to Fresno and that Mr. Burroughs had secured the assignment of all outstanding stock from all individual stockholders and a complete assignment of all accounts receivable and had recorded this assignment with the county recorder of Fresno County and it was under these conditions Mr. Burroughs agreed to accept the Muldoon account as his responsibility until his return provided that it be and was established that during his absence Mr. Burroughs would not extend any further credit to them other than the amount showing at the leaving date of Mr. Leighton's vacation and until his return There being no further business to come before the meeting it was adjourned at 12:30 P.M. ATTEST Dutton H. A. Dutton Jr. Leighton ,, C. A. Leighton Og ee J. O. Martin A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on March 7 1962 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs J. O. Martin Mr. Wallace C. Moore was present by request The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked Mr. Leighton the purpose of the meeting Mr. Leighton stated that he had called this meeting at the request of Mr. Wallace C. Moore and asked that Mr. Moore present his reasons for requesting the meeting Mr. Moore stated that in his opinion he had conscientiously with all conceivable diplomacy tried to handle his new position efficiently but had found it to be a rocky road in that Mr. Kelly was not giving him proper cooperation In addition thereto Mr. Kelly was not servicing the accounts that had been allocated to him and upon inquiry had found that he was not covering his territorial allocation He further stated it had been established within the organization that Mr. Kelly had not relinquished responsibility to others as authorized by management and seemingly his nor Mr. McConnel's instructions were given any credence without Mr. Kelly's approval and that as of now he and Mr. McConnell were at an impasse in the handling of their allocated responsibilities Thereupon Mr. Dutton suggested that any action insofar as Mr. Kelly was concerned should be directorship responsibility and with proper diplomacy asked Mr. Moore to absent himself from the meeting so that the Board of Directors could continue the meeting Upon discussion of the foregoing it was conceded by the Board of Directors that this possibility had been taken into consideration as a calculated risk hoping heartedly by all that Mr. Kelly would accede to what he had previously termed as only being deemphasized Mr. Martin having expressed his opinion in a previous meeting with Mr. Kelly under discussion had as of that time suggested that he be terminated made a motion that as of now we request his resignation to become effective March 15 1962 and that Mr. Leighton be designated to represent the Board of Directors in securing this resignation The motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Burroughs as Treasurer then asked the Board of Directors for their consideration of the severance pay to be allowed Mr. Kelly upon his termination mentioning that for the past several years Mr. Kelly had had a called psychiatry problem in his family that was costly but that under our insurance plan he had been able to endure the expenses involved and suggested that we carry Mr. Kelly on our payroll for a three month period so that he would be able to continue the medical expenses involved through our company health and welfare plan This matter was discussed and Mr. Leighton made a motion to the effect that Mr. Burroughs suggestion be approved This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 12:30 P.M. ~The H. A. -t Let Ca~, vA Dutton Jr. Parl MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on March 29 1962 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and object of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs J. O. Martin This meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked the Secretary for any unfinished business to be brought before the meeting Mr. Burroughs Secretary reported the only unfinished business as recorded was the outcome of Mr. Leighton's meeting with Mr. R. W. Kelly relative to the securing of his resignation Mr. Leighton stated that he had met with Mr. Kelly on March 12th advising him of the wishes of the Board of Directors and told Mr. Kelly of the termination settlement outlined in the minutes of the previous meeting He said Mr. Kelly accepted the Directors request of his resignation graciously without comment Mr. Leighton further stated that after his meeting with Mr. Kelly he arranged a meeting with the balance of the Los Angeles Division personnel explaining to them that Mr. Kelly had tendered his resignation and outlined to each in detail their new duties and added responsibilities He also announced that the impression he gathered through the many comments was that this action met with their approval and that the Directors could feel that their decision was the right decision and that our company would have the loyalty and support of all The chair then asked Mr. Burroughs for the Treasurer's report Mr. Burroughs stated that he had prior to this meeting given the Directors the December 31st balance sheet and operating statement for the period from July 1st to the closing date so that they would have the opportunity of perusing it in detail prior to this meeting All figures contained therein were discussed in detail after which Mr. Dutton made a motion that the financial statement be accepted as presented This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Dutton then suggested that our company set a policy that when hiring prospective salesmen that they must meet the following qualifications 1. They must be college graduates either directly or indirectly in the vocation for which they are being hired 2. They must be approximately twenty or twentyfive years of age and that they be married Mr. Dutton further requested that at the General Sales Meeting to be held by our company April 12th and 13th that Mr. Leighton announce the requisites to all personnel having authority for hiring of salesmen or prospective salesmen and that the foregoing requirements be met before giving their application further consideration Mr. Burroughs then mentioned that in his belief when Divisional Sales Managers had prospective applicants who met the foregoing qualifications that as a matter of prestige to them and for the company prestige that they be required to be sent to the San Francisco headquarters office for final approval Mr. Leighton then remarked that in his opinion we should proceed a step further and asked that these prospective salesmen as accepted by management be indoctrinated by the Divisional Products Managers in whose department they were being placed and after spending sufficient time with them for a training period if the Product Managers opinion the applicant seemingly qualified they be sent to the factories manufacturing the products involved in their sales activity so that they would know the products they were selling from its inception to its end uses The foregoing being fully discussed it was conceded by all present that all suggestions as outlined be put into effect Mr. H. A. Dutton Jr. put this in the form of a motion It was duly seconded and unanimously carried Mr. Dutton then brought up the matter of the Muldoon Company situation and asked Mr. Leighton his opinion as to what our possible loss would be in its final wind up Mr. Leighton stated that through his recent analysis of their activities and based upon the accounts receivable as acknowledged by debtors plus their current inventory and with the anticipated profits to be derived from their newly accepted contracts he felt we would not take a loss in excess of 10,000.00 It was agreed that upon the closing of their records April 30th a Directors meeting would be held to determine our companies future proceedure in connection therewith Mr. Burroughs then brought up the subject as recorded in the minutes of the Directors Meeting held December 29 1959 that all contractual merchandising products and prospective merchandising products be cleared through one department which would have the responsibility of acting as clearing house for our company for the evaluation of our present lines and giving credence to new lines Any changes in old lines or the acceptance of new lines to require the approval of management Whereupon Mr. Dutton asked that Mr. Leighton Jr. Sales Director be available to be invited into the next held Directors meeting to give them a resume as to his accomplishments thus far and his prospective available achievements There being no further business to come before the meeting it was adjourned at 11:30 A.M. Jr. H.A. Dutton Dutton he, :\ w+kf C. A. Leighton x ATTEST ---- -- --,, ---- -- --,, LOL Secretary A. Burroughs BurroughsS,ecretary J. O. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on May 18 1962 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs This meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked the Secretary to review any recorded unfinished business Mr. Burroughs stated that the only unfinished business as recorded was that of requesting the presence of Mr. C. A. Leighton Jr. to be in attendance at this meeting and a follow through of the Muldoon Company account Mr. Leighton stated that he had called this meeting on rather short notice and that Mr. Leighton Jr. was presently out of towIl He announced that his purpose for calling this meeting was to acquaint the Directorship with the current activities relative to the Muldoon Company account Mr. Leighton had held a meeting pursuant to proper notice to the major creditors of Muldoon Company Inc. on Friday May 11 1962 at 10:00 A.M. at the offices of the Western Asbestos Co. Brisbane California He then passed out a copy of minutes of the creditors meeting so held together with a statement of conditions of the Muldoon Company as at April 30 1962 and gave the Secretary a copy thereof to be attached to and made a part of the minutes of this meeting Mr. Leighton further stated that in addition to the information as outlined in the attached minutes the other creditors representatives asked our company's representatives viz himself and Mr. A. W. Burroughs to absent themselves from the meeting temporarily apologizing therefor but stating that in as much as we had secured our indebtedness to the extent of becoming a preferred creditor leaving them in the position of being common creditors they felt it only justifiable as common creditors to be permitted to discuss their problems privately Thereupon Mr. Leighton and Mr. Burroughs took a called coffee break Upon our being recalled to the meeting they requested that if and when any new contracts were hereinafter started we subordinate our rights as preferred creditors thereon and that based upon the financial statement issued by Muldoon Company that we guarantee them from the approximate 15,000.00 potential profits a sum of 10,000.00 to be prorated to all common creditors This subject was discussed and it was brought out that the 15,000.00 shown as potential profits was only Muldoon Company's estimate Thereupon it was agreed by all present that Mr. Leighton have these estimates reevaluated and that a tentative meeting be set for Friday May 25 1962 Mr. Burroughs then brought out the fact that all creditors would have to be notified of this meeting be sent a copy of the minutes of this meeting together with the financial statement of Muldoon Company as submitted hereto He further stated that he as acting Secretary of this credit meeting would prepare the minutes thereof and attach the financial statement as presented After writing the minutes as heretofore mentioned Mr. Burroughs stated he had secured legal advice from Mr. Schiller attorney with the firm of Landsburgh Hoffman and Schiller who suggested certain changes be made therein and the minutes as submitted are copies of the minutes as approved by them Mr. Leighton assured all present that he would forward a copy of the minutes of the meeting and the financial statement to all known creditors and if sufficient acknowledgement and approval was received by him from the absentee creditors in time to warrant the May 25th meeting he would see that it would be so held Mr. Leighton then asked the Board of Directors for authority to negotiate with all creditors involved for a settlement in cash for a sum not to exceed 10,000.00 in full settlement of their claims stating that if such authority be granted he would negotiate to the best of his ability to settle for a lesser sum beleiving that if such a settlement be made we would be in a position to complete certain contracts for the greatest benefits to our company and possibly farm out other contracts on a profit sharing basis without the jeopardy of outside interference Mr. Martin stated if this request was approved that in his opinion the time element would be in our favor and requested that a time limit be set for Mr. Leighton's consummation of his proposed settle- ment Mr. Leighton stated that all achievements heretofore mentioned as being required to be available for the May 25th meeting he would do his utmost to conclude his proposed transactions at that time Mr. Leighton then placed this request in the form of a motion this motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried During general discussion of our business activities it was mentioned that Mr. Kay was absent by approval of management for a European trip starting May 16th and would not return until June 15th Thereupon Mr. Dutton stated that based upon our vacation schedule requirements that no employee of our company be absent more than two weeks at a time He made a motion that this vacation proclamation be adhered to and that no employee of our company be out of the country more than two weeks without the approval of the Board of Directors Mr. C. A. Leighton seconded the motion and it was unanimously carried There being no further business to come before the meeting it was adjourned at 12 o'clock noon : Zo Jr. Harry A. Datton Jr. C. A. Leighton | ' banter J, Martin ow, banter MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the World Trade Club San Francisco on July 1 1962 at 12:00 Noon for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs This meeting was opened by Mr. H. A. Dutton Jr. Chairman who stated that he had asked that the meeting be called for the purpose of discussing the Director of Sales Department's activities Mr. Dutton said the reason this department was inaugurated was for promotional and ordinating purposes whereby product changes supplier changes and miscellaneous sales activities would be cleared through a central point and from this point presented to management for consideration and final decision The Director of Sales in presenting proposed changes was to give the directors his point as to how such changes could be adaptable from a company point rather than from a branchwise or geographical point Upon management decision the Director of Sales would put them into effect as authorized Furthermore he stated it was his understanding that as a promotional department this office was to seek suggestions from our sales personnel and from other sources the possibilities of securing new lines for broadening the scope of our sales stating that this department has been operating for approximately two and half years and that while many accomplishments had been achieved detailwise it had not accomplished the purposes for which it was intended This matter was discussed pro and con in all phases and the majority opinion was that the office of Sales Director be abolished Mr. H. A. Dutton JI put the foregoing in the form of a motion which was seconded by Mr. J. O. Martin and duly carried Mr. C. A. Leighton abstained from voting It was concluded that Mr. Dutton would meet with Mr. Leighton Jr. the following day and acquaint him of the results of the meeting There being no further business to come before the Board the meeting was adjourned at 2:15 P.M. ATTEST C. A. Leighton % O. Martin A MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on July 5 1962 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs This meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who stated that in accordance with the minutes of the previous meeting he had met with Mr. Leighton Jr. Tuesday July 3 1962. Inasmuch as this was not a formal meeting no notes were taken covering the many ramifications of their conversation and he felt that in proper consideration to all Mr. Leighton Jr. should be invited into this meeting for a better understanding thereof Mr. Leighton Jr. was then invited into the meeting and as nearly as possible they reviewed their discussion which summarized was that rather than having Mr. Leighton Jr. make somewhat routine periodical trips to various branch offices that our company inaugurate stated quarterly meetings These meetings to include in attendance thereto management branch sales managers and others invited as deemed necessary under the circumstances involved Thus giving each the opportunity of submitting their ideas suggestions and grievances if any direct Under this arrangement those presenting ideas changes or suggestions could be questioned in detail eliminating the poss- ibility of misinterpretation through misunderstanding or detailed lack of knowledge as to the proposal set forth The results of their meeting also brought out the fact that Mr. Leighton Jr. should only make trips to the branch offices upon the Branch Sales Manager's request and certain liaison deemed necessary to promotional requirements of the Plastics Division Thereupon Mr. Leighton Jr. was excused from the meeting Mr. J. O. Martin then brought to the attention of the Direcors that the Plastics Division had been under scrutiny profit for the past several years and that heretofore figures had been requested but as yet none had been supplied He then asked the Directors to authorize Mr. Burroughs to prepare a profit and loss statement cover- ing each Product Division's activities for the fiscal year ending June 30 1962 covering each office individually with overall combined figures While the foregoing was not placed in formal resolution form and formally adopted it was informally agreed upon There being no further business to come before the meeting it was adjourned at 1:45 P.M. - i, R R oll Dutton Jr. H. A. Dutton Jr. ATTEST - ATTEST CK MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on July 10 1962 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked the Secretary for the reading of the minutes of the meetings of July 1st and July 5th 1962. Mr. Burroughs read the minutes and they were unanimously approved as read The only unfinished business as recorded was that a designated time for holding quarterly Sales Meetings has not been prescribed Mr. Leighton stated that Mr. Moore the newly appointed Sales Manager of our Los Angeles Division had mentioned that he felt it would lend prestige to him and his organization if they could meet individually the management personnel of our company Mr. Leighton suggested in accordance therewith that our annual stockholders meeting being required to be held on September 15th or the next business day thereafter ensuing that in his opinion it would be in order to hold the stockholders meeting and the ensuing directors meeting in Los Angeles and invite all designated personnel to be available for a sales meeting to be held at the conclusion of our annual meetings He further suggested if this be the beginning of quarterly sales meetings that these sales meetings be held on Monday following the 15th day of each quarter thereafter the time and place to be determined by management ~ Mr. Dutton then brought up the subject of who would supplant Mr. Leighton Jr. in the various activities that he had been handling Mr. Leighton stated that he would take back the reigns that he had heretofore relinquished and would in coordination with all sales managers assume the responsibility of sales promotion and branch sales activities Through further discussion it was decided that Mr. Leighton Jr. would be placed in charge of the Plastics Division Mr. E. O. Rapier in charge of the Thermol Division and Mr. W. C. Moore in charge of the Electrical Division All of these assignments to be coordinated with all branch sales managers and in case of unsolvable problems to be referred to Mr. Leighton for final decision who in turn would appraise the Board of Directors of their activities Mr. J. O. Martin then brought to the attention of the Board of Directors that in his opinion Mr. Leighton had been handling certain detail work that fell within the scope of other officers duties and that as of now Mr. Leighton should relieve himself of such duties and devote his time to the activities and responsibilities of his office and divert all other duties and responsibilities to officers in charge of these activities as prescribed in our laws He further stated that Mr. Leighton as President being responsible for our company's progress should require from all subordinates detailed information as needed to be able to render proper decisions subject to the Directorship's supervisory powers Mr. Dutton then brought up the subject of a previous discussion not heretofore recorded in the minutes of our Directors Meetings relative to limiting air line travel to tourist accommodations excluding only extenuating circumstances as presenting themselves at the prevailing time If first class travel be used the reason for so doing should be explained in writing so that when our air lines invoices are presented to cur accounting department for payment they will have proper information for approval thereof and attach the reason therefor to the invoice when paid Mr. Leighton stated that he would issue a bulletin to this effect to all persons involved in travel activities for our company Mr. Leighton then stated that Mr. W. C. Moore had asked him for permission to attend this directors meeting for the purpose of explaining his thinking as to the need for a company representative to contact in person our eastern suppliers and was standing by to be heard Mr. Moore was then invited into the meeting and explained that through prior information divulged to him by Mr. Kelly that Exeter Manufacturing Company had intimated that they were desirous of securing the Coast General Electric business and inasmuch as we were their West Coast representatives they would like us to use our influence in securing this business for them Through his and Mr. Leighton Jrs contacts there was now a potential possibility of cementing this relationship and stated that he felt that the time was ripe for detailed negotiations He stated that if these negotiations were culminated and approved by management of all companies involved it would be extremely beneficial to our company profit- wise through commissions to be allocated to us by Exeter Manufacturing Company He further stated that while making this trip for a specific purpose there were many reasons for contacting other eastern suppliers for detailed clarification product and in some instances because of competitive prices discount- wise This matter was discussed and it was agreed that Mr. Moore and Mr. Leighton Jr. should make this trip with the itinerary being that they both visit with Guston Bacon's sales representatives in Kansas City and with Exeter Manufacturing Company's people necessary to resolve if possible the Exeter - General Electric deal after which Mr. Moore was to follow through with his further needed visits and Mr. Leighton Jr. return to San Francisco Mr. H. A. Dutton Jr. made a motion that the directors approve the expenditures needed for this trip Mr. J. 0. Martin seconded the motion and it was unanimously carried Mr. Leighton then stated that with his knowledge of eastern protocol he felt it would be advantageous if he contacted Mr. Comfort of Exeter Manufacturing Company and through him arrange the meeting for Mr. Moore and Mr. Leighton Jr. with his designated representatives He further stated that final contractual obligations as negotiated would be submitted by him to the Board of Directors for their approval There being no further business to come before the meeting it was adjourned at 1:45 P.M. CAC H. A. Dutton Jr. mA C. A. Leighton ATTEST KY ------ ---------- ---- O J. Martin " s~ e BurA roughs Secretary Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on August 3 1962 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked Mr. Leighton the purpose for calling the meeting Mr. Leighton stated that our Los Angeles Sales Manager had notified him previously that he would be in San Francisco on this date to give a report of his and Mr. Leighton Jr.'s trip East Mr. Moore was then called into the meeting and gave an extensive oral report and stated that while he had his notes with him he could only recite the highlights of the trip but would follow this oral report with a written report that would cover details His oral report was very interesting and enlightening There were many questions asked and answers were given insofar as he could glean from his notes but stated that he had taken with him a recording machine notifying at all times those in attendance of any meeting that he was using a recording machine so that he could record proper expressions from all attending any and all meetings but in as much as his secretary had resigned in the interim he had been unable to get his records transcribed and stated that as soon as he was able to secure a new secretary and have all conversation as recorded transcribed he would submit his detailed report There being no further business to come before the meeting it was adjourned at 1:15 F.M. eV 113113 7 H. A. Dutton Jr. A C. A. Leighton ATTEST A. W. Burroughs , Secretary 10. { \Ly Martin MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on August 24 1962 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. H. A. Dutton Jr. Chairman called the meeting to order , and asked the Secretary to read the minutes of the previous meeting The Secretary stated that he had not as yet received Mr. Moore's written report covering his and Mr. Leighton Jr.'s trip East mentioning that Mr. Moore had taken his vacation currently following his return to the office and that upon his return Mr. McConnell Office Manager had taken his vacation and that with his responsibilities both sales wise and office wise he had not been able to submit a written report on their Eastern trip but did assure him that as soon as Mr. McConnell returned to the office his report would be immediately forthcoming Thereupon Mr. Dutton asked for new business to be brought before the meeting Mr. Burroughs as Treasurer reported on and supplied figures covering the activities for the fiscal year ending June 30 1962 which were discussed in detail Mr. Dutton then brought up the question as to how commissions had been paid our salesmen under the Profit Sharing Plan as inaugurated by Mr. R. W. Kelley Mr. Leighton then distributed a detailed statement to all present for all offices as to the commis- sions paid to whom and the reasons therefor stating that under the Profit Sharing Plan it could only be operative when as and all offices showed a profit He further stated that based upon the closing figures as at December 31 1961 all salesmen were offered our proposed Profit Sharing Plan The Los Angeles Division and the North West Division declined the acceptance of the Profit Sharing Plan for the reason that neither of these divisions were making sufficient profit to contribute to the pool that would enable them to enjoy the income they were now receiving further stating that the only office operating on a commission basis in accordance with the Profit Sharing Plan was the San Francisco office After full discussion regarding the Profit Sharing Plan it was disclosed that all contributary expenses had been included in the estimated overhead as allocated to each office and that under Mr. Kelley's plan there was an approximate third deducted from the salesmen's allocations to be distributed as a bonus to the Product Managers and order desk salesmen for back work Mr. Burroughs stated that in his belief this procedure was completely unfair his thoughts being that our Product Managers and order desk salesmen while being prime factors in our sales activity could not operate efficiently without the back help of our Purchasing Agents Billing Clerks Bookkeepers Secretaries etc. and that if a Profit Sharing distribution was made to any of the office personnel all office personnel should participate based upon term of employment capacity involved and efficiency in their respective duties He then presented a rough draft as to how he felt that the office personnel bonus should be allocated After questions were asked and answers given and seemingly accepted by all Mr. Burroughs put his ideas in the form of a motion Mr. J. O. Martin seconded the motion with an amendment that Mr. Burroughs tentative figures as finalized would not exceed the sum of 10,000.00 Mr. Burroughs accepted this amendment This motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. Burroughs then stated that in_as_much in_as_much as we had had a reason- ably profitable year and that a bonus had been allocated to the employees that in his opinion reductions as taken by certain personnel of our organization still associated with us should be reimbursed to them in the form of a bonus Thereupon Mr. Leighton stated that he would accept the bonus declared for reinstatement of salaries up to and including December 31 1961 but for personal reasons he wished to have his salary reduced by 5,000.00 a year beginning January 1 1962 and that his bonus be paid in accordance therewith This matter was discussed in detail and accepted by all Thereupon Mr. J. O. Martin placed this in the form of a motion which was seconded by Mr. H. A. Dutton Jr. and unanimously carried There being no further business to come before the meeting it was adjourned at 2:00 P.M. A H. A. Dutton Jr. C. A. Leighton J. Martin Burroughs A.. Livi Secretary Secretary Secretary MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated September 5 1962 the annual meeting of the shareholders of the Western Fibrous Glass Products Company was held at the Los Angeles Divisional office 4423 Fruitland Ave. Vernon California on September 17 1962 at 10:00 A.M. Those present were Harry C. A. J. O. L. A. A. W. A. Dutton Leighton Martin - Heinzelman Burroughs Jr. Representing Representing Representing Representing Representing 416.67 312.50 71.875 66.00 53.125 shares shares shares shares shares 920.17 shares representing 99.25 of the 937.17 shares outstanding Mr. Harry A. Dutton Jr. Chairman of the Board of Directors called the meeting to order and requested the Secretary to read the minutes of the previous shareholders meeting Mr. A. W. Burroughs read the minutes as directed and the minutes as read were unanimously approved The Chairman stated that seemingly there was no unfinished business to be considered He then asked that any new business be brought before the meeting Mr. Burroughs as Treasurer stated that the stockholders had been forwarded the June 30 1962 financial statement with their notice of our shareholders meeting and if anyone present did not have their copy with them he would supply copies thereof He further stated he would welcome any and all questions presented to him relative thereto All in attendance acknowledged receipt of the company's financial statement Thereupon Mr. C. A. Leighton President stated that this fiscal year's activity showed a great improvement over the prior year's statement for the reason that the management of our company had taken every conceivable step deemed compatible with good business to operate our company in the most conservative way possible to the extent that this year we had increased the net worth of the company by 27,738.52 as against the preceding year's enhancement in net worth of 1,706.91 Mr. L. A. Heinzelman complimented the management of our company for the fine showing as submitted by our financial statement There- upon Mr. Dutton Chairman read a statement that he should like to have incorporated in the minutes of this meeting as follows All acts of the Officers and Management of the Corporation for the fiscal year ended June 30 1962 are hereby ratified and approved Any expenditures which might be proven to be for the personal benefit of any of the stockholders directors officers or employees that is disallowed by any taxing authorities hereafter until further action by the shareholders be considered as additional compensation for services rendered placed the foregoing in the form of a motion This motion was seconded by Mr. L. A. Heinzelman and unanimously carried Mr. Burroughs then brought before the meeting the fact that he had as of September 1 1962 reset our entire insurance program through the Fred S. James Insurance Agency and that it had been brought to his attention through them that under our Workmen's Compensation Insurance we would be held directly responsible for any person in our employee using a privately owned or chartered airoplane service Mr. Burroughs further stated that he would like to have their suggestions put in the form of a motion and proper action taken thereon the form of a motion Mr. J. O. Martin placed this suggestion in This motion was duly seconded and unanimously carried Mr. H. A. Dutton Jr. Chairman then instructed Mr. Burroughs as Secretary to issue a bulletin to all employees covering the two foregoing resolutions the bulletin to accompany payroll checks of all personnel in cur employ as of the date of issuance of the bulletin The Chairman then asked if there was any additional business to be brought before the meeting other than those duly required There being none Mr. Burroughs stated that the only requirements as recited in cur laws was that of electing the Board of Directors for the ensuing year Thereupon Mr. Martin nominated all directors presently serving viz Mr. Mr. Mr. Mr. Harry C. A. J. O. A. W. A. Dutton Leighton Martin Burroughs Jr. Chairman Mr. L. A. Heinzelman made a motion that the nominations be closed This motion was seconded by Mr. C. A. Leighton and unanimously carried The Chair then asked for a vote by the showing of hands renaming each director as nominated and all were unanimously elected There being no further business to come before the meeting it was adjourned at 11:15 A.M. Mr. Dutton Chairman then requested the elected directors to remain after the close of the stockholders meeting for further business ; Ge W. Burroughs 4 Secretary Secretary November 15 1962 TO ALL WESTGLAS PERSONNEL At a recent meeting of the stockholders Glass Products Company two resolutions Westglas personnel of Western Fibrous were passed involving Mr. Burroughs as Secretary employee individually of the which are as follows : was instructed to contents of these notify cach resolutions 1 Any expenditures made by any stockholder director officer or employee of Western Fibrous Glass Products Company and reimbursed them by the Company that is disallowed by any taxing authorities hereafter shall be considered as additional compensation for services rendered by the person involved and as such disallowances will become the personal responsibility of the person so charged with the disallowance 2 The use of any privately owned borrowed or chartered air lines travel for purposes which could be construed either directly or indirectly for Company business is strictly prohibited and any such means of air lines travel is in direct violation of Company regulations Any clarification solutions will be of or the explained reasoning in detail relative to by request these re- AWB S A. W. BURROUGHS _ WESTERN FIBROUS GLASS PRODUCTS COMPANY 739 BRYANT STREET e SAN FRANCISCO 7 CALIFORNIA e TELEPHONE SUTTER 1-5967 THERMAL ELECTRICAL PLASTIC September 5 1962 . NOTICE OF ANGITAL STOCKHOLMDEEETRINSG The annual Stockholders Meeting of Western Fibrous Glass Products Company will be held Monday September 17th 1962 in the Company's Los Angeles Offices located at 4423 Fruit- land Avenue Los Angeles The Stockholders Heating will be ' called to order at 10:30 A.M. followed by a Directors Meeting at 11:00 A.M. CAL Respectfully yours -- By C.A.Leighton C.A.Leighton President ae MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the Los Angeles Divisional office 4423 Fruitland Avenue Vernon California on September 17 1962 at 11:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. Harry A. Dutton Jr. Chairman of the Board of Directors called the meeting to order and asked the Secretary to read the minutes of the previous meeting Mr. Burroughs read the minutes as directed and they were unanimously approved as read Mr. Dutton ascertained from the reading of these minutes that the only unfinished business was that of not receiving the written report from Mr. W. C. Moore covering his and Mr. Leighton Jr.'s Eastern trip Thereupon Mr. Dutton asked Mr. Leighton for a report on the Muldoon account Mr. Leighton gave an oral report covering the Muldoon situation stating that at our next Directors meeting he would have a detailed report with their accounts receivable list properly aged showing retentions etc. Mr. Dutton then asked Mr. C. A. Leighton what he thought the resultant loss on this account would be and Mr. C. A. Leighton said he estimated the amount to be approximately 40,000.00 The Chair then asked for further business to be brought before the meeting Mr. Burroughs stated that our laws required at this meeting we elect the officers to be in control of the detailed operations of our company for the ensuing year Thereupon Mr. H. A. Dutton Jr. stated that in appreciation for past services he would like to entertain a motion that all present officers of our company be nominated for the ensuing year Mr. J. O. Martin stated that he was fully in accord with Mr. Dutton's suggestion and placed in nomination the following Mr. C. A. Leighton President Mr. A. W. Burroughs Secretary and Treasurer Mr. Leighton then stated that Mr. J. O. Martin was included in Mr. Dutton's nominating suggestion and that he wished to place Mr. Martin's name in nomination for the office of Vice President There being no further nominations it was moved seconded and duly carried that the nominations be closed The Chair then asked that a vote be taken by the showing of hands for the nominees to their respective offices as nominated all of which were unanimously elected There being no further business to come before the meeting it was adjourned at 12:00 noon a H. A. Duttor ATTEST A. J. O. \ _ Leighton ---- ----,----,,-- Martin ----,--,, Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on October 11 1962 at 10:00 A.M. for the purpose of transacting any and all business pertaining pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place objects and objects of such meeting objects The following directors were present H. A. Dutton Jr. C. A. Leighton C. O. Martin A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the secretary to read the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes as directed and they were unanimously approved as read It was determined by the reading of the minutes that the only unfinished business before the meeting was Mr. Leighton's report covering the Muldoon account Mr. Leighton stated that he had not prepared this report relating that the Muldoon Company had not as yet closed their company's activities entirely and that there was some final loose ends to be put together but he anticipated that by the next directors meeting he would be in a position to supply a final report Mr. H. A. Dutton Jr. then asked for new business to be brought before the meeting Mr. A. W. Burroughs stated that our truck was now six years old and the expense of maintenance had averaged approximately 400.00 for the past two years and that we had had an offer to purchase a 1962 model at a discount as they were closing out the 1962 models Also they would allow us 625.00 as a trade in for our old truck making the net cost of the new truck approximately 1,625.00 Mr. A. W. Burroughs asked the Board of Directors for approval to purchase the new truck Mr. H. A. Dutton Jr. made a motion that this truck be purchased This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Leighton then presented a letter from Mr. W. C. Moore Los Angeles Divisional Manager attaching a proposal from a Mr. Waser for making a survey of our company and its activity and preparing sketches and ideas for a new corporate trade mark This proposal set a price of 850.00 for this survey with 283.33 to be paid upon our acceptance of his proposal and the balance to be paid when as and if he came up with a trade mark acceptable to us His attached prospectus and the idea of the new trade mark was discussed in detail and Mr. Dutton made a motion that we accept his proposal This motion was seconded by Mr. J. O. Martin and unanimously carried There being no further business to come before the it was adjourned at 12:00 noon Jr. ALL H. A. meeting ATTEST e LolP2 tele. Leighton C.Dutton C he Leighton MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on December 18 1962 at 9:30 .. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. W. C. Moore had previously made a request to attend this directors meeting and was present by invitation The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who asked Kr Moore the purpose for his requesting his attendance at this meeting Mr. Moore stated he would like the Board of Directors to consider some form of remuneration for the Products managers to compensate them for training new salesmen his thoughts being that it would take considerable time for them to break in new salesmen and this would take time from their present duties If they did encroach upon their present productive would mean a loss in commissions to them as well as a loss in business for the company Mr. Moore believes that some fair basis could be arrived at whereby they would not lose their present earning power and the training of new salesmen could be handled with the least amount of commission loss to them and business loss for the company He also stated that he would like to have the Board of Directors consider an adjustment in his salary beginning January 1 1963. These matters were discussed and various ideas brought out in the discussion that would give the Board of Directors some basis for meeting his request Mr. Dutton stated that all directors should give this matter full considera- tion and be prepared to come up with sufficient detailed informa- tion that would enable them to act upon this matter at the next directors meeting At this point Mr. Moore was excused from the meeting Mr. Dutton asked all directors if they had received a copy of Mr. A. W. Burroughs Divisional Products earnings report for the San Francisco office All directors stated that they had a copy of this report and it was discussed in detail Mr. Dutton stated that based upon this report some action must be taken relative to either enhancing the earnings of the Plastics Division or discontinuing it Mr. Dutton made a motion that a trial period be granted the Plastics Division with a minimum of six months and that a new survey be made at that time and if a change for the better had been achieved that they would allow another six months probational period for earnings to be brought into line percentagewise to the other divisions and that if this goal had not been obtained within this additional period this division would be discontinued This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. Dutton then asked for Mr. Leighton Jr. to be brought into the meeting for his comments Mr. Leighton Jr. was called into the meeting and the foregoing was presented to him and he was asked for further suggestions He stated that in his opinion certain industrial accounts had been neglected and he felt that if he spent more time in the field selling and reduced his office activities accordingly additional sales and profits could be secured Mr. Leighton Sr. stated that in his opinion in some instances the allocation of costs to the Products Division had not beer properly allocated Mr. Dutton then stated that he would like to have the following conditions set forth so that the directors would be kept currently informed as to the progress being made in the Plastics Division No. 1 - that Mr. Burroughs and Mr. Leighton get together and agree upon a proper basis of allocating costs No. 2 - That Mr. Leighton Jr. enter the field actively on sales and promotional work No. 3 - that a sales analysis be supplied monthly No. 4 - that the directors be supplied with a sixty day inventory report Mr. A. W. Burroughs placed these suggestions in the form of a motion This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. A. W. Burroughs then asked the directors to give consideration to a Christmas bonus to be paid all salaried company employees stating that the previous year we had allowed each employee who had been with us one year or more a week's salary and those of lesser time a token Christmas bonus Mr. Dutton made a motion that we pay a Christmas bonus on the same basis as paid the previous year This notion was seconded by Mr. J. O. Martin and unanimously carried Mr. A. W. Burroughs then stated that with the expansion of the Electrical Division and the additional help required it would be necessary for him to make certain changes in thephysical arrangement of our offices in order to make space for the additional employees outlining what he had in mind and stating that his estimate of the cost would run between 1,000.00 and 1,500.00 This matter was discussed and Mr. H. A. Dutton made a motion that Burroughs follow through with the remodelling required with the least expenditure necessary This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. Dutton then asked Mr. Leighton to see if it would be poss- ible to secure from Custin Bacon Company their method and pro- cedure in training new salesmen feeling that with their many years in their sales endeavor they surely would have some thoughts and ideas that we could incorporate in our training program Mr. Leighton Leighton stated that he was sure Gustin Bacon Company would be pleased to supply us with any information that they might have along these lines There being no further business to come before the meeting it was adjourned at 1:00 P.M. ATTES ma , AA.TTES MeL.Jr. H. A. Dutton Jr. Jr. Q.Q. C. A. Leighton martin martin Martin / / MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on January 10 1963 at 8:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. Harry A. Dutton Jr. Chairman called the meeting to order and requested the Secretary to read the minutes of any unsigned previous meeting Mr. Burroughs read the minutes as directed and they were unanimously approved as read Mr. Dutton stated that the first item of unfinished business was Mr. Leighton's report covering the Muldoon account and asked if it was available at this time Mr. Leighton stated that he and Mr. Rapier intended to go to Fresno during the latter part of this month and take a complete inventory of merchandise still remaining in Fresno and at that time he would endeavor to contact all unpaid accounts receivable and felt confident he could on this visit tie up all loose ends concerning this account and be able to submit a complete report thereon to the directors at their next meeting Mr. Dutton then stated that the next order of unfinished business was that of determining additional compensation for Mr. W. C. Moore and stated that he had given this matter considerable thought and would like to propose an incentive plan that in his opinion would cement the loyalty and continuance of Mr. Moore's services with us for future years Mr. Dutton said he would like to suggest that we elevate Mr. Moore in title from Los Angeles Sales Manager to Los Angeles Divisional Manager giving him full responsibility of the manage- ment of the Los Angeles Division under proper managerial super- vision and that we inaugurate a five year incentive plan whereby we would grant him an annual increase of 1,000.00 per year beginning January 1 1963 and continuing through January 1 1967 stating that at the expiration of this five year period he would be in line salary with salaries paid previous Los Angeles Managers stressing that the foregoing be based upon compatability This matter was discussed and all seemingly being in agreement Mr. C. A. Leighton put Mr. Dutton's suggestion in the form of a motion seconded by Mr. J. O. Martin and unanimously carried Mr. Dutton then stated that in addition to the salary increase he would like to suggest that we create an incentive plan whereby any additional remuneration granted Mr. Moore be based upon his achievements as Divisional Manager by producing net profits for the company Mr. Dutton brought to the attention of the directors that during the year 1957-1958 the Los Angeles Division showed an approximate net profit of 75,000.00 and that in his opinion if we would allocate a certain percentage of the Los Angeles net profits before taxes to Mr. Moore that with his ability and enthusiasm and this additional remuneration incentive we should within reasonable time be obtaining comparable profits pointing out that this method of additional compensation would tie him in personally to the success of the Los Angeles operation Mr. Dutton then presented the Directors with a percentage chart showing the resultant additional compensation to Mr. Moore and the resultant profits obtained for the company based upon sales This suggestion and the accompanying chart was discussed in detail and it was agreed that the following percentages of the Los Angeles Division net profits before taxes as shown by the closing figures at each June 30 fiscal year ending be paid to Mr. Moore as a bonus A. % of all Net Profits up to 25,000.00 B. If the Net Profit is over 25,000.00 and under 50,000.00 he would receive % of all Net Profits 0 If the Net Profit is over 50,000.00 he would receive 10 of all Net Frofits EXAMPLE 1 If the Net Profit is 24,999.00 then % = 1,250.00 2 If the Net Profit is 49,999.00 then % = 4,000.00 3. If the Net Profit is 60,000.00 then 10 = 6,000.00 This bonus when as and if earned is to be paid September 15th of each year At this time it being 12:00 noon Mr. Dutton recessed the meeting for a luncheon period The directors reassembled and the meeting was called to order by Mr. Dutton Chairman at 2:00 P.M. Mr. Moore was then called into the meeting and the foregoing proposal was explained to him by Mr. Leighton President and Mr. Moore accepted the five year salary plan and the bonus plan with sincere appreciation Mr. Moore then asked about the additional remuneration that he had requested for Product Managers as outlined in our meeting of December 18 1962. Mr. Leighton explained that this request involved complexities and that inasmuch as any new program inaugur- ated would be retroactive to January 1 1963 we would submit a tentative proposal prior to March 31 1963 so that it could be mutually agreed upon prior to April 30 1963 when commissions are payable At this point Mr. Moore was excused from the meeting The directors then reverted their attention to Mr. Dutton's bonus proposal for Mr. Moore and based upon Mr. Moore's acceptance of this proposal Mr. Leighton placed this proposal in the form of a motion This motion was seconded by Mr. J. O. Martin and was carried by a majority vote Mr. Burroughs abstained from voting There being no further business to come before the meeting it was adjourned at 3:30 P.M. H.A. Dutton ATTEST C. A. Leighton f f f ChroGn a, Martin WESTGLAS WESTGLAS WESTERN FIBROUS GLASS PRODUCTS COMPAN B t - W A / Frou W. E. Moore 1 C. A. Leighton January 1 1963 We give regular for the you below the pattern of extra resumeration in addition to your salary as discussed with you January 11 1963 and to be effective fiscal year starting 7/1/62 This patterins to be based on the net profit before taxes of the Les Angeles Division for each fiscal year elesing namely June 30th The net profit being the difference between actual total gross profit made less the regular items of overhead as shown on the overhead au taken from the Company books The Company will pay you the following percentages of the Los Angeles Division's net profit after the close of each fiscal year These figures are generally available by September lat of each year A % of all met profit up to 25,000.00 B If the net profit is over 25,000.00 and under 50,000.00 then A is cancelled and you will receive % of the net profit C If the net profit is over 50,000.00 then A and B are cancelled and you will receive 10 of the net profit EXAMPLES 1 If net profit is 24,999.00 then 57 + 1,250.00 2 If net profit is 49,999.00 than % = 4,000.00 3 If nat profit is 60,000.00 then 10 = 6,000.00 Any commission dus you will be paid in full on September 15th of each year CAL WESTERN FIBROUS GLASS PRODUCTS COMPANY by C.A.Laighton C.A.Laighton WESTERN FISROUS GLASS PRODUCTS COMPANY ******** January 15 1963 TO WESTGLAS PERSONNEL : The Board of Directors takes pleasure in announcing the appointment of Mr. W. E. Moore to the position of Manager of the Los Angeles Division C. A. LEIGHTON President MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on February 7 1963 at 9:30 A.M. for the purpose of transacting any and all busi- ness pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs Mr. H. A. Dutton Jr. Chairman called the meeting to order and asked the Secretary if there was any unfinished business to be brought before the meeting Mr. Burroughs stated the only unfinished business as recorded was the report from W. E. Moore covering his eastern trip and that as of yet he had not received this report and suggested that this matter be dropped as unfinished business stating that Mr. Moore had given an oral report covering his trip to the directors at the meeting of August 3 1962 and that so much time had elapsed that he did not feel a written report at this time would be of any particular value This suggestion was unanimously accepted Mr. Dutton then asked for new business to be brought before the meeting Mr. Leighton stated that he had asked Mr. Moore to be present for the purpose of presenting to the Board the final drawings of the new emblem to be used as our trade mark Mr. Moore was then called into the meeting and submitted drawings of the trade mark in various colors and sizes and it was unanimously approved Mr. H. A. Dutton made a motion that Mr. Wallace E. Moore authorize Mr. Wasser to have cuts made and have a finished sample made for letterheads envelopes and calling cards This motion was seconded by Mr. C. A. Leighton and unanimously carried Mr. Leighton then stated that we had heretofore set Monday and Tuesday for our quarterly Divisional Sales Meetings and suggested that we change these days to Thursday and Friday nearest the 15th of each calendar quarter Mr. Dutton put this in the form of a motion which was duly seconded and unanimously carried Mr. Moore stated that seemingly there had been some mis understanding by Mr. Henningsen as to whom he should look to for advice guidance and instructions in operating as Electrical Products Manager of the San Francisco office This matter was discussed at length and it was decided that he should report directly to Mr. Moore on all matters pertaining to the products and to Mr. Leighton Sr. for matters of company policy It was also brought out that there was some friction between Mr. Henningsen the order desk boys and the purchasing department Mr. Burroughs suggested that Mr. Kay Assistant Sales Manager of the San Francisco office be the liaison between Mr. Henningsen and the front office and each were to take their problems to him and that he and Mr. Burroughs would work them out Mr. Harry A. Dutton made a motion that this policy be adopted and that Mr. Leighton should so instruct Mr. Henningsen and clarify his think- ing in detail This motion was seconded by Mr. A. W. Burroughs and unanimously carried There being no further business to come before the meeting it was adjourned at 12 o'clock noon H. A. Dutton Jr. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on March 21 1963 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such neeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked the Secretary if there was any unfinished business to come before the meeting Mr. Burroughs stated that all business as recorded had been finalized whereupon Mr. Dutton asked for new business to be presented Mr. Eurroughs distributed copies of the financial statement and operating statement for the period from July 1 to December 31 1962 together with the income and expense statement covering the Products Divisions of the San Francisco office The financial statement was perused in detail Mr. Burroughs brought out the fact that he did not want the directors to be misled by the profit as shown on the Profit and Loss Statement as we had an impending write to be taken in a sizeable amount that as yet could not be determined Mr. Dutton made a motion that this financial statement be accepted as presented This motion was seconded by Mr. C. A. Leighton and unanimously carried The Profit and Loss Statement showing the Seattle and Portland offices again operating at a loss it was suggested by Mr. Dutton that we call Mr. Tagas who was present at our office into the meeting for his analysis of the situation and to secure from him his ideas and suggestions as to how this condition could in the near future be alleviated and how long it would take for it to be overcome entirely Mr. Leighton stated that he would like to suggest based upon the time element involved that instead of closing this directors meeting it be recessed rather than adjourned and he would arrange for Mr. Tagas to be present at 9:00 o'clock the following morning to be heard This met with the approval of all present The Products Divisional Profit and Loss Statement was perused and discussed in detail and it was suggested by Mr. Dutton that a detailed statement be given to each Products Manager so that they could be aware of the analysis of their division which would enable them to correct any controlable expense items and realize the amount of sales needed to cover their expenses Mr. Leighton assured him this would be done During a general discussion of our activities it was brought out by Mr. Burroughs that one of our order desk boys in the San Francisco office was making many errors and mistakes in recording orders taken over the telephone due to a deficiency in hearing ability by telephone Mr. Burroughs stated that he had equipped his telephone with an amplifier but it had not corrected the situation Mr. Dutton stated that while this an office management problem he would like to make a suggestion that we adopt a policy whereby a medical examination be required for all employees obtained hereafter This matter was discussed and all present being agreeable Mr. Dutton placed this proposal in the form of a motion This motion was seconded by Mr. J. O. Martin and unanim- ously carried This meeting was recessed at 12 o'clock noon to be reconvened the following morning at 9:00 A.M. H. A. Dutton Jr. J Jo C. Leighton @o A. Leighton 4 CO Vartion Vartion J O. Martin Martin ATTEST MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on March 22 1963 at 9:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. Howard Tagas Northwest Divisional Manager was present by invitation Mr. Harry A. Dutton called the meeting to order explaining to Mr. Tagas why he had been asked to be present and gave him the floor Mr. Tagas gave a long and enlightening dissertation covering his problems stating for future development it would be necessary for our company to secure new lines in addition to those now available to meet the changing industrial farm and fruit growers requirements He stated at present he was relying on Boeing and its upward or downward trend for business further stating that without the availability of new lines to a great extent as Boeing goes so goes Westglas Mr. Tagas was instructed to make a further analysis as to what additional lines he thought would be feasible and present his suggestions to the Board at the next Quarterly Divisional Sales Meeting There being no further business to come before the meeting it was adjourned at 12 o'clock noon H. A. Dutton Jr. e.a C. A. Leighton LUG J 0 Martin 0 Burroughs Secretary Accs Burroughs , Secretary ) at MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on March 27 1963 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present Harry A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr., Chairman who requested the reading of the minutes of the previous meeting Mr. Burroughs as Secretary read the minutes and they were approved as read The Chair determined from the reading of the minutes that the only unfinished business was that of supplying Divisional and San Francisco Products Managers with a statement of their overhead costs and asked if these statements had been distributed Mr. Leighton stated that each Divisional Manager had been given an analysis of their operating costs in detail and that all San Francisco Products Managers had been supplied with an itemized statement of their costs and an explanation as to how these costs were determined The Chair then asked for a Treasurer's report stating that heretofore this requirement had not been a routine policy of our meetings and that he would like to have a current liquidity report incorporated as a regular policy of all meetings Mr. Burroughs as Treasurer stated that daily as of necessity he had to know how the company stood cash and mentioned that our cash position could change each day from 50.00 to 100,000.00 and that based upon our accounts receivable financing activity we have been at all times in a position to take advantage of all allowable discounts However in some instances we have been as much as ten days late in paying our current undiscountable bills He then reported the cash position as of the close of business of the previous evening and stated that hereafter when as and if requested the report was available at all times Mr. Dutton then read his interpretation from notes taken at the previous meeting of Mr. Tagas's reasoning for the North West's Divisional problem and its future prospects and stated that he would put his thoughts in writing and give all directors a copy thereof in the next few days This analysis was subsequently submitted under date of March 29 1963 and is hereto attached Mr. Leighton suggested that we withhold any determination of needed changes until the March 31st figures were available and analyzed He reminded all present that the North West's profitable period of operation usually began about March 1st and continued through August 31st of each year He also stated that the March figures could show a trend of their activity and subsequent monthly figures thereafter should give us an indication of necessary needed changes basing his opinion upon Mr. Tagas's suggested acquisition of new lines which could and should be determined after Mr. Tagas's report at our next quarterly sales meeting This suggestion was accepted by all directors present Mr. Dutton then brought up for the Directors consideration a possible additional remuneration for Product Managers and it was conceded by all present that in order to compensate Product Managers who take from their productive time to train sales trainees that they should be recompensed monetary to cover their loss in so doing This matter was discussed and considered from all phases of its eligibility and it was agreed that Product Managers should receive an ride from any trainee becoming productive to the extent of covering their designated overhead requirements and when as and if the trainee receives commissions based upon our standard form of commission contract then the Product Manager's override would be a percentage thereof to be determined when all directors are present to set such percentage Mr. Dutton mentioned that at our meeting held February 7 1963 Mr. Moore had been authorized to have Mr. Wasser furnish samples of letterheads envelopes and calling cards this was done and the samples were submitted to the directors for their approval Mr. Dutton stated that in his opinion the letterheads and envelopes were acceptable but the calling cards were a bit overdone and should be modified to the extent of being localized and titles other than officers of the company and Divisional Managers be eliminated or designated as representatives only Mr. Dutton's suggestion was considered by all present and Mr. Leighton was instructed upon his next trip to the Los Angeles office to authorize Mr. Moore to proceed with the printing of the letterheads and envelopes but to have Mr. Wasser submit a new sample of our calling cards in line with the foregoing suggestion Mr. Burroughs then brought up the matter of the future required employees medical examination as authorized in the minutes of the meeting of March 21 1963. He suggested that in lieu of naring an examining doctor that we secure the per- mission of our Health and Welfare Insurance carrier to author- ize us to use their medical examiners which could be mutually beneficial This suggestion met with the approval of all directors present A general discussion of our business proceeded and in the discussion it was brought out that our supplier contracts on various occasions had somewhat left us holding the bag upon cancellation Mr. Burroughs made a motion that hereafter when renewing present contracts or entering into any new contracts that a clause be inserted that when products incorporated therein become obsolete by virtue of suppliers improvements thereon they must redeem at cost any on hand inventory also that if a supplier cancels our contract they be obligated to accept the return of inventory held by us equal to the amount of their original order requirements This motion was seconded by H. A. Dutton Jr. and unanimously approved There being no further business to come before the meeting it was adjourned at 12:30 P.M. H. A. Dutton Jr. ea C. A. Leighton WESTERN FIBROUS GLASS PRODUCTS COMPANY " 3/29/63 Summary of notes taken during conversation between Howard Tagas and Mestglas Board ofnDirectors 3/22/63 Subject Consistent operating losssince 1960 Territory Oregon and Washington HIT > Why Northwest has suffered Period 7/1 to 12/31/62 Seattle 1. Series 500 Plastic Poor sales demand down 2. Series 700 Electrical Boeing dropoff 3. Thermal Series 900 - Price competition la Boat business slow Boeing changing to pre- impregnated products away from / cloth 2a A change from aircraft to missle production at Boeing Techtronics in Portland did not 3a expand as in past years In midst of 5 to 6 year deterioration of sales Former distributor buyers now representing manufaturers directly They don't buy unless absolutely necessary Price com- petition severe STEPS TAKEN REGARDING THERMAL ACTIVITY Seattle A. Lately concentrating on sheet metal shops due to better discount by Gustin B. Now going after jobbing business C. Now able to compete with other insulation houses for FOB business Portland Sketch of business conditions a Better balanced economy No Boeing b Not so many local competitors c Provincial favor local shops d Emphasis has been on plastics e Thermal and electrical play minor roles ~ 1. Series 500 - A decline area with only 4 or 5 shops active the rest in a touch situation The market is down and the industrial plastic field is not moving yet 2. Series 700 & 900 - minor part of sales WESTERN FIBROUS GLASS PRODUCTS COMPANY Northwest page 2 Cutline of future sales activity and steps being taken to further drooping sales that are now Seattle & Portland 1. Undertaking examination of old customer pecially those whose credit has been shaky in if present staus now warrants sales effort files espast to see 2. New products needed 8 a impregnated product line b a broad base epoxy line c a product to sell the pulp and paper industry d any other line compatible with ours 3. New products obtained and new areas explored a Polyurethane foam b Use in storage of fruit in atmosphere controlled areas also refrigerated areas 4. Our role B. Working with metal and prefab wooden bdg mann- facturers and fabricators from forming up a specification standpoint Principal competitors Armco Agency and Potlach b Selling foam in returnable pressurized containers as described by CAL Jr in later meeting 5. Payoff a. Four to five months before effort reflects in in- creased sales one year will toll story Summary of future business A. No tremendous growth expected in NW in foreseeable future B. HT confident of no great dropoff during this 2nd half period 1/1/63 to 6/30/63 we, a Personal observations to Northwest report / 763 A. Losses MUST be stopped Wo cannot continue to allow one area to drag down the balance of Westglas effort B. Figures reveal no sizable increase in sales since the year 1960 C. with the exception of a lucky break in a shot sale in 1961 no money has been made in this territory since the fiscal year ending 6/30/5 d These losses have coincided exactly with the opening of the Portland office and warehouse whereas this area was formerly covered by a resident salesman E. Whereas D above possibly might not be entirely blamed for NW losses it is significant that this office with the exception of 1960 HAS NEVER MADE ANY MONEY We are now in the third straight year of financial loss in Portland F. Portland office was admittedly opened with the prospect of capturing the plastic trade Even that wasn't enough and now this type of business is going down the drain G. The average sales per month in the Portland office during the last six months period was only 13,410 This represents a little over 2000.00 per month gross profit Cur cost per month to operate this office is 3600 per month H. The average sales per month in the Seattle office during the same period was only 32,400 per month with Howard Pilgrim and part time Rothweller selling This is the same sales average per month Portland 32,400 # 21 Recommendations p^rman 1. Close out Portland warehouse complex and substitue resident salesman with an inventory of soveral drums of plastic and a few cartons of G2 products all within a ware- house in which we would have storage and shipping priveleges 2. Plan our NW sales strategy towards selling any and all types of industry BUT Boeing so that Boeings tides of fortune will not adversely affect Westglas Sell Boeing what we can but DO NOT depend up this company for sulvation 3. Mold our Seattle overhead to this revised sales strategy 4. Get Howard on the OUTSIDE let Adie take care of inside with one girl and ONE warehouseman flunky Adio can be trained to take orders he's been there long enough to be familiar 3. Impress upon Howard that Seattle is NOT an orphan that we expect to make a modest to decent net PROFIT every year with the tools we have to work with The rest must be up to him WESTERN FIBROUS GLASS PRODUCTS COMPANY Observations 2 6. Place Howard on an incentive plan whereby he will get a porcentage on the average net profits made during the 1956-7-8-9 years 8500 to 9000 similar to the plan we gave Wally But in this case no participation until the office nets the former average 7. Howard is a good man but his training stems from the electrical field He must be oriented to thermal thinking Just as our SF office solls our most ardent competitors FENCO and Western Asbostos so should he sell the top paying insulation competitors in that area up north 8. If as he says the plastic picture is dreary from a boat building standpoint remove the unnecessary plastic items involved and concentrate on those which MOTO 9. Advise Howard red figures from that as of July 1st the Northwest we want no more 10. During our regular quarterly sales management meetings which are looming as the most important move our company ever made we must consistently hammer away at the improvement of the Northwest picture until it has been returned to the right track I am sure if lioward was impressed with our GENUINE interest in him and the NW operation the picture would soon change 11. Our management is not blameless in this respect either Recalling past pleas by Howard at the Palace Hotol in our own offices and in Los Angeles for new products such as epoxys and others which we could sell to the technical trade we have come up with only one Polyurethan form and we don't know yet if it will live up to our hopeful expectations If our company cannot come up with the asnwers better than we have during the past three or four years we had better revise our wwn thinking to cope with advancing technology OVERHEAD SIRGANY Im Francisco Office December 1962 mar Six Months Ending _n Six Months Ending un Fiscal Year SALARIES - Office SALARIES - Balsanon COMMISSIONS - Salesman WAREHOUSE - Labor To tal 38,744 26,600 9,818 15.489 90,651 ADVERTISING ADVERTISING ADVERTISING AUTOMOBILES DUES DEB INSURANCE INSURANCE MAINT GEARCE MISCELLANEOUS PROFESSIONAL SERVICES RENTS R TAXES WELFARE FUNDS SALES EXPENSE STATIONERY & SUPPLIES TAKES & LICENSES TELEPHONE & TELEGRAPH TRAVEL UTILITIES WAREHOUSE EXPENSE BAD LEETS DEPRECIATION INTEREST DONATIONS CARTAGE DISCOUNTS ALLOW VS FAI Sub Total 870 9,982 403 2,749 3,411 378 919 4,900 3,167 3,021 7,971 4,563 1,450 9,164 2,127 848 613 5,401 1,378 , 3,692 70 1,920 713 713 70,284 EXECUTIVE OVERHEAD GRAND TOTAL AVERAGE PER MONTH 10,654 171,589 28,597 33,978 27,345 10,554 12.688 12.688 84,565 69,279 54,545 54,545 17,732 26.066 26.066 167,622 2,012 8,926 729 1,577 2,404 914 438 3,248 2,239 6,980 6,421 4,169 77 7.728 933 727 322 4,880 - - - - - - " " " 59,937 2,231 17,744 1,547 3,406 4,430 1,282 1,182 6,728 7,983 13,820 15,762 8,798 5,042 17.336 2,277 1,490 585 15,273 2,602 7,458 80 1,739 1.396 1.396 137,399 7,522 152,024 25,337 14,879 319,900 26,658 OVERHEAD SPRRSAKY SALARIES " Office SALARIES - Salesme COMMISSIONS - Salesmen HAREHOUSE - Labor Sub Total ADVERTISING AUTOM MILES DUES DC INSURANCE MAINTENANCE MAINTENANCE MISCELLANEOUS PROFESSIONAL SERVICES RENTS R TAXES WELFARE FUNDS SALES EXFENSE STATIONERY & SUPPLIES TAXES & LICENSES TELEPHONE & TELEGRAPH TRAVEL UTILITIES WAREHOUSE FIFINSI BAD DEBTS DEPRECIATION INTEREST DONATIONS CARTAGE DISCOUNTS ALLOW vs BARHED EXPENSE ITEMS SUB TOTAL EXECUTIVE OVERHEAD GRAND TOTAL AVERAGE PER MONTH Six Months Ending 12/31/62 36,421 34,625 10,999 11.179 93,214 1,086 8,606 416 2,529 1,570 657 100 6,395 3,010 3,713 9,131 5.228 779 10,990 1,773 630 1,041 4,471 2,063 6,525 100 4,881 - 114 517 8,175 691 1,952 1,491 859 921 1,869 5,234 9,244 4,591 1,246 1,246 7,834 1,720 599 811 4,608 2,178 5,242 125 4,791 $ 73,806 13,267 180,287 30,048 $ 70,802 8,283 168,903 28,150 Fiscal Ye Endin6g 70,729 77,693 20,927 13.925 183,254 2,318 16,593 1,538 3,788 2,746 1,306 1,235 14,342 6,344 10,650 19,285 9,557 1,901 17,773 4,065 935 1,660 6,436 5,592 10,438 193 10,036 = 906 $ 147,354 16,275 347,353 28,946 28,946 SALARIES - Office SALARIES - Salesmen COMMISSIONS - Salesmen WAREHOUSE Labor Sub Total ADVERTISING ADVERTISING AUTOMOBILES DUES & INSURANCE MA INTENANCE - ->ISCELLANEOUS PROFESSIONAL SERVICES RENTS R_TAXES R_TAXES ILFARE FUNDS SALES EXPENSI STATIONERY & BUFFLIES FAXES & LICENSES TELEPHONE & TELEGRAPH TRAVEL UTILITIES WAREHOUSE KXPERSE BAD DEBTS DEPRECIATION INTEREST DONATIONS CARTAGE DISCOUNTS ALLOW vs RARMED Sub Total DECUTIVE OVERHEAD GRAND TOTAL AVERAGE PER MONTH OVERHEAD PRIMARY Seattle Office Decem3b 1 e 19r 62 A Six Months Ending 12/31/62 " Six Months Ending 12/31/61 "" Fiscal Year 6 Endin/ g En3 ding0/62 7,136 7,083 14,317 6,620 7,294 15,394 301 663 1,401 5.077 19,134 3.012 3.012 18,052 6.417 37,529 173 2,185 55 561 315 19 117 2,381 582 1,298 2,046 947 995 2,934 1,114 132 117 19 281 692 25 563 -_ 88 $ 17,639 1,420 38,193 6,365 206 2,154 210 745 235 430 15 2,400 405 1,540 1,789 839 2,304 2,698 619 158 111 32 395 1,022 30 25 - 161 $ 18,251 1,513 37,816 6,303 639 4,060 310 1,165 397 61 65 5,309 1,046 3,659 3,364 1,584 3,471 5,385 1,944 335 343 - 750 790 1,816 53 655 -330 $ 35,373 2,838 75,740 6,312 Decem31be 19r 62 OVERHEAD SIRMAKY SIRMAKY Portland Offica MAW Six Months Ending Mgt Six Months Ending c Fiscal Year SALARIES - Office SALARIES Salesman COMMISSIONS - Salesman WAREHOUSE - Labor At Total ADVERTISING ADVERTISING ADVERTISING AUTOMOBILES DUES & INSURANCE MAINTENANCE MAINTENANCE MISCELLANEOUS PROFESSIONAL SERVICES LENTS TAKES . ARE FUNDS LES EIPEREK STATIONERY & SUPPLIERS TAXES & LICERERS FACET & TELEGRAPH RAVEL TILITIES WAREHOUSE AD DEBTS KOPTER XPRECIATION NTEREST OKATIONS ARTAGE ISCOUNTS ALLAH VI EARNED Sub Total XECUTIVE OVERHEAD RAHE TOTAL VERAGE PEN PEN 5,384 5,711 237 1.233 12,565 73 1,067 24 269 302 56 46 1,200 228 421 571 498 669 948 95 126 102 275 102 496 +] 869 a. > a 8,392 1,055 22,012 3,668 5,567 5,567 4,229 508 1,000 11,306 78 1,059 72 534 87 10 10 1,205 249 437 768 447 505 1,011 97 139 57 5,812 102 538 0 471 aoe 13,604 807 25,715 4,286 9,711 7,829 829 2.22.2113 3 20,582 268 1,968 181 516 190 ~ 1,586 1,586 2,412 529 1,069 1,251 988 705 2,122 284 367 158 2,112 205 1,097 -- 515 85 18,438 1,633 40,653 3,389 SALARIES - Office SALARIES - Salesmen COMMISSIONS - Salesmen WAREHOUSE - Labor Total ADVERTISDNIG AUTOMOBILES " Direct Other DUES B INSURANCE MAINTENANCI MAINTENANCI MISCELLANEOUS PROFESSIONAL SERVICES RENTS R TAXES WELFARE FUNDS SALES EXPENSE Direct STATIONERY & SUPPLIKS TAKES & LICENSES TELEPHONE & TELEGRAPH TRAVEL UTILITIES WAREHOUSE EXPENSE BAD DEETS DEPRECIATION ZLEST DONATIONS CARTAGE DISCOUNTS ALLOW vs LAHEI^ EXECUTIVE OVERHEAD WARHEAD SERINARY SERINARY Francisce Office 500 Series 10,558 10,198 2,839 4.221 27,816 Based on Invoices Actual Actual Invoo n i Inc voe ics es 202 2,331 947 94 624 930 Based on Invoices Actual Based on Invoices Based on Sales Based on Inventory Based on Invoices Based on Invoices Based on Attorney & Bad Debts Established per information on fils Allocated as Wages - Commissions Allocated as Wages - Commissions Actual Based on Invoices Based on Invoices Based on Inventory Per Analysis on File Par Analysis on File Based on Invoices Based on Invoices Actual Based on Invoices Based on Inventory Equal Based on invoices Par Analysis on File Based on invoices Per Month SALARIES office SALARIES - Salesmen COMMISSIONS - Salaman WAREHOUSE - Labor Total ADVERTISING AUTOMOBILES H Direct Other DUES DLB INSURANCE MAINTENANCE MAINTENANCE MISCELLANEOUS PROFESSIONAL SERVICES RENTS R TAXES WELFARE FUNDS EXPENE SALES " Direct Other STATIONERY & SUPPLIES TAXES & LICENSES TELEPHONE & TELEGRAPH TRAVEL UTILITIES WAREHOUSE EXPERI BAD DIETS DEPRECIATION DEPRECIATION INTEREST DONATIONS DONATIONS CARTAGE DISCOUNTS ALLIN KAIHED EXECUTIVE OVERHEAD OVERHEAD BURSARY BURSARY San Franciaco Office 700 Sexies 15,375 Based on Invoices 5,552 5,285 Actual Actual 6.226 32,638 Based on Invoices 338 1,397 136 1,285 1,371 132 1,650 1,154 1,830 956 1,319 1,834 443 4,329 626 341 247 3,678 554 1,128 772 ~ 18, Based on Invoices Based on Invoices Based on Sales Based on Inventory Based on Invoices Based on Invoices Established per information on f Allocated as Wages - Commissions Allocated as Wages - Commissions Actual Based on invoices Based on invoices Based on inventory Per Analysis on file Per Analysis onfils Based on invoicas Based on invoicas Actual Based on Invoices Based on Inventory Based on Invoicss Per Analysis on file 4,283 Based upon invoices 10,655 par month OVERHEAD SIROSARY San Francisco Office 903 Series 6 Months Ending 12/31/62 SALARIES - Office SALARIES - Salesmen COMMISSIONS - Salamen - MARKHOULaSboEr Total 12,611 1,694 30,197 Based on Invoices Actual Actual Based on Invoices ADVERTISIADNVERTIGSING AUTOMOBILES " DUES B INSURANCE Direct Other MAINTENANCE MAINTENANCE MISCELLANEOUS PROFESSIONAL PROFESSIONAL SERVICES RENTS R TAXES WELFARE FUNDS SALES EXPENSE 41 K Direct Other STATIONERY & SUFFLIES TAXES & LICENSES TELEPHONE & TELEGRAPE TRAVEL UTILITIES UTILITIES WAREHOUSE EXPENSE BAD DEBTS DEPRECIATION INTEREST DONATIONS DONATIONS CARTAGE DISCOUNTS ALLOW S EARNED 330 2,563 1,131 153 840 1,110 123 381 1,971 1,032 1,669 1,527 1,068 1,485 678 820 276 200 445 448 23 625 Based on Invoices Actual Actual Based on Invoices Based on Sales Based on Inventory Based on Invoices Based on Invoices Based on Attorney & Bad Debts Established per information on file Allocated en Wages - Commission Allocated as Wages - Commission Actual Based on Invoices Based on Invoices Based on Inventory Per Analysis on file Per Analysis on file Based on invoices Based on invoices Actual Based on invoices Based on inventory Iqual Based on invoices Per Analysis on fils 3,468 56,825 9,471 Based on invoicas Per Month MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on April 9 1963 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objectosf such meeting The following directors were present F. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who requested the Secretary to read the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were unanimously approved as read Mr. Dutton asked for unfinished business to be brought before the directors for their attention Mr. Burroughs stated that the only recorded unfinished business was the matter of Mr. Leighton's discussion with Mr. Moore on the suggested change in the printing of our calling cards Mr. Leighton stated that he had talked with Mr. Moore on this subject and that the calling cards thus far had only been made up for their office and when additional calling cards were printed he would have the suggested changes made The North West situation was then discussed and Mr. Leighton produced various charts and figures refuting Mr. Tagus oral report at the Directors meeting held on March 22 1963. Mr. Dutton also stated that he had discovered many discrepancies in Mr. Tagus report and that in his opinion Mr. Tagas had given this report from memory and current observation but his statements were not borne out by facts and figures Mr. Dutton suggested that we have Mr. Lowery from the Portland office attend one of our meetings and get from him his thoughts and observations on the North West Division This matter was discussed and Mr. Leighton suggested that we have them both down at the same time but interview Mr. Lowery prior to calling Mr. Tagas into the meeting and from the two reports discuss the matter in detail and see if their ideas would bring out a possible solution to their problem stating that he would arrange if possible a meeting with them for Wednesday April 17 1963 and if this meeting could be arranged he would notify all directors of such meeting This suggestion was unanimously approved by all present Mr. Burroughs stated that he had the Treasurer's report available and recited the cash position of the company as of this A.M. Mr. Burroughs reported to the directors that he had checked with our Health and Welfare Insurance carriers and that they had given him the names of their examining doctors in all cities where we have occasion to hire employees so that any new employees hired could be sent to them for a medical examination prior to their acceptance There being no further business to come before the meeting it was adjourned at 12:00 noon H. A. Dutton Jr. -- C. A. Leighton > ATTEST Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on April 17 1963 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objectosf such meeting The following directors were present E. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous meeting The Secretary read the minutes and they were unanimously approved as read Mr. Dutton then asked for the Treasurer's Report Mr. Burroughs as Treasurer outlined our cash position as at the close of business | April 16 1963 Mr. Dutton stated that from the reading of the minutes he had made notes of unfinished business and would bring them up categorically as time and conditions presented themselves He then stated that according to his notes of prior meetings that at our meeting of December 18 1962 the Plastics Division had been placed on a six month probationary period earnings beginning January 1 1963 and that he had requested Mr. Leighton President to have Mr. Leighton Jr. Divisional Manager of the Plastics Division available to give them a report on his division's activity covering the quarter ending March 31 1963 Mr. Leighton Jr. was invited to the meeting and presented a written report to all present a copy of which is hereto attached stating he would elaborate on this report in detail and proceeded to do so Following closely paragraph the written report all of which was very enlightening and showed considerable progress One of the points which he brought out was that if management would work more closely with his division credit he felt more sales could be obtained He stated there were four accounts involved specifically naming two of them as Mid in Marysville California and National Fiberglass Corporation in Gilroy California with a subsidiary in Carrollton Texas that were not giving us the potential business available based upon our credit policy seemingly feeling that credit limits had been set two or three years ago without regard to actual facts surrounding the account as it stands today He further stated that competitors have pulled out all stops in an endeavor to obtain this business Mr. Burroughs stated that at no time has he ever set credit limits on any account but that past performance and present analytical information governed his allocation of credit to each specific account He also stated that if competitors wish to secure the business or unconditional credit terms that is their prerogative since past experience has proven to us that when customers cannot meet their obligations within a reasonable period according to our terms of sale it is more profitable to us to let them have the business After further discussion on this sub- ject Mr. Leighton Jr. was excused from the meeting at 11:00 A.M. Thereupon Mr. Dutton requested that Mr. Lowery of our Portland office be invited into the meeting Mr. Leighton called Mr. Lowery into the meeting and outlined the company losses sustained by the Portland office over the past several years asking him if he had any suggestions that might change the present loss condition into a profitable activity Mr. Lowery stated that in his opinion the Portland cost of doing business should be eliminated as far as possible suggesting that 1. We maintain a resident salesman only 2. Secure a competant telephone answering service for receiving and relaying telephone calls 3 Better divisional products information from all Divisional Product managers to enable him to cover our full line available to him in his territory with detailed information for engineering purposes 4 Utilize the services of a public warehouse for needed bulk stock requirements 5 Establish a distributer in the Portland territory to handle both cash and credit sales with reasonable stocks avail- able meet needed will requirements This meeting was recessed for lunch at 12:30 P.M. The meeting was reconvened at 2:00 P.M. with both Mr. Tagas and Mr. Lowery present by invitation Mr. Leighton summarized for Mr. Tagas's information Mr. Lowery's thoughts and suggestions all of which were conceded by Mr. Tagas to be in the best interests of the Northwest Divi- sion Mr. Tagas then brought out the fact that Mr. Lowery had through personal business enterprises become financially involved to the extent of admitting to him that in order to save himself financially he could only afford to give our company 50 of his available working time This matter was discussed in detail and with the assurancoef both Mr. Tagas and Mr. Lowery if Mr. Lowery's suggestions were put into effect the Northwest Division would not suffer sales by Mr. Lowery's half time activity explaining that with his alleviation of office warehouse and managerial duties he would still be giving us as much time as he is now spending in our behalf After many questions and seemingly satisfactory answers being supplied Mr. J. O. Martin made a motion that Mr. Lowery be designated to negotiate the cancellation of our Portland lease and that he and Mr. Tagas through consultation and with Mr. Leighton's approval decide upon the inventory distribution and if at all possible close our Portland activity with the exception of Mr. Lowery's suggestions as at the close of business April 30 1963 This motion was seconded by Mr. C. A. Leighton and unanimously carried Thereupon the matter of Mr. Lowery's compensation was discussed Mr. C. A. Leighton made a motion that we compensate Mr. Lowery on a half time basis based upon his present salary plus our normal commission pattern on sales derived from his personal activities Also that he be permitted to retain our rental automobile the expenses of which are to be allocated on a 50-50 basis through June 30 1963 at which time a complete review of his costs to us as against the profit derived shall then be adjusted on a commensurate basis This motion was seconded by Mr. J. O. Martin and unanimously carried At this point Mr. Lowery was excused from the meeting Mr. Leighton then reported to the Board of Directors that Mr. Tagas had recently telephoned him that he was having problems with Mr. Pilgrim one of his salesmen whom he had learned had been seeking employment elsewhere Upon Mr. Tagas interrogating Mr. Pilgrim on the subject he admitted that he had been seeking other employment his feelings being that he was not receiving commensurate remuneration based upon his ability Mr. Tagas stated that throughout Mr. Pilgrim's employment with us he had had nothing but trouble with him continuously and this last problem was so to speak the straw that broke the camel's back Mr. Tagas stated that based upon our change over in the Portland releiving him from certain detailed duties and responsibilities he would be able to absorb Mr. Pilgrim's major accounts and allocate the balance of the accounts to Mr. Rothweiler and assured us that the loss in sales by terminating Mr. Pilgrim would be minor if any Mr. Dutton made a motion to terminate Mr. Pilgrim as of April 30 1963 with one month's salary as severance pay together with any commissions due him subject to returns and credit allowances as of that date This motion was seconded by Mr. C. A. Leighton and unanimously carried There being no further business to be brought before the Board of Directors the meeting was adjourned at 3:00 P.M. Santilla H. A. Dutton Jr. pS YY se C. A. Leighton \ ATTEST Jobartin Jobartin Jobartin MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on June 11 1963 at 9:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were unanimously approved as read Mr. Dutton then inquired as to what steps had been taken in the closing of the Portland activity Mr. Leighton stated Mr. Lowery was now working on a half time basis and his salary had been adjusted accordingly and that a distributor had been appointed for the area to handle the Cash Sale activity and have our products available for will call accommodations He further stated that in as much as we had not been able to sublet the building and as yet the landlord had not released us from our obligation the bulk of our Portland inventory still remained in the warehouse and that the Seattle office was drawing on it as needed rather than transferring it to Seattle and making distribution from there but by June 30th all remaining inventory would be cleared from the premises and would be distributed to our other office locations maintaining public warehouse facilities for bulk shipments in the Portland area Mr. Dutton then asked for the Treasurer's report Mr. Burroughs Ireasurer reported the cash position of the company as at the close of business the previous day The report was unanimously accepted as presented Mr. Leighton stated that this meeting had been called for the purpose of reviewing our new Product Manager's Commission pattern and outlined this pattern in detail stating that the only thing yet to be determined was the percentage factor involved Also stating that he had asked Mr. Wallace Moore to be available for attendance at this meeting to convey to him the principal of the commission pattern so that the Directors would have his reaction thereto He further stated that he had asked Mr. C. A. Leighton Jr. to stand by so that he could present to the Directors his report on the activities and progress being made in the Plastics Division Mr. Dutton stated that in his opinion it would be better for Mr. Leighton Jr. to give his report first as he did not believe this report a time consuming matter and that he wished to reserve as much time as possible for Mr. Moore's report and his reaction and comments on the proposed Product Manager's Commission Plan Mr. Leighton then invited Mr. Leighton Jr. into the meeting Mr. Leighton Jr. said that he had not prepared a formal report for this meeting but would give us an oral report from his notes stating that he would welcome interruptions and questions at any point that the Directors wished for clarification or questions involved In summarizing this report it showed considerable improve- ment profit even though as yet based upon his allocated overhead his division was not as of now in the black but his current net losses were running approximately 150.00 per month in the red Mr. Burroughs brought out the fact that in his overhead allocation there was a provision for bad debts in an approximate amount of 1,250.00 monthly and that based upon the reduction in bad debts for the current period he believed that bad debts would not exceed 500.00 a month and if this figure held true the June 30th closing figures beginning as at January 1 1963 would showa net profit to the company of approximately 3600.00 Mr. Leighton Jr. stated that with the improvement as shown together with the new Foam Line he had secured and its potential he would like to have the Directors extend the probationary period for his Division another six months Mr. Leighton Jr. was then excused from the meeting Mr. Leighton Jr request was discussed in detail and it being the consensus of opinion that this was a reasonable request Mr. H. A. Dutton Jr. made a motion that this proba- tionary period be extended to December 31 1963 based upon the report and figures as presented showing them to be reasonably correct from actual figures available after the closing of the books June 30 1963. This motion was seconded by Mr. A. W. Burroughs and unanimously carried Mr. Wallace Moore was then invited into the meeting and gave the Directors an oral report of his Division's improved activities activities during the last three months and stated that with his new salesmen all showing considerable improvement he was very optonistic for the month of June and while not making any definite predictions felt that the six months period ending December 31 1963 would show an increase percentage far greater than those of the preceding four months Mr. Leighton then explained the new commission pattern to Mr. Moore in detail explaining fully all questions asked by Mr. Noore Noore Mr. Moore said that this plan as presented seemingly was the answer to his problem but he would like to have time to give it further thought and to get the reaction of his Product Managers thereto and would report the outcome to Mr. C. A. Leighton There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon Dutton A. Dutton Jr. Jr. " A. Leighton ATTEST J. O. Martin Zien ie A. Burroughs , Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on June 25 1963 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton JI Chairman who asked Mr. Burroughs for the Treasurer's report Mr. Burroughs reported the cash position of the company as at the close of business the previous day This report was unanimously accepted as presented Mr. Dutton then asked Mr. Leighton the outcome of Mr. Moore's report to him as to the acceptability of the new commission plan Mr. Leighton stated all had agreed the plan to be feasible and fair but for a minor modification thereto and presented the plan as modified to the Directors which is as follows Mr. Goodrum Mr. Starr and Mr. Henningsen the Product Managers involved in this plan base salary to be set at 700.00 per month retroactive to January 1 1963 and in addition to their present commission plan of 10 of the gross profit obtained by their own sales efforts they be given an additional 10 of their total commissions earned quarterly for their division and an override of 10 of the commissions earned by the salesmen for products sold for the division for which they were responsible as Product Managers Mr. Leighton stated that he would prepare an example to be attached and made a part of these minutes for clarification purposes which would be an exact duplicate of those submitted to the Product Managers so that at any future date no possible misunderstanding of the plan could arise by any and all concerned Mr. H. A. Dutton Jr. made a motion that the foregoing plan be adopted and all remunerations be adjusted in accordance therewith retroactive to January 1 1963. This motion was seconded by Mr. J. O. Martin and unanimously carried Mr. C. A. Leighton reported that the Portland office and warehouse was now officially closed and the inventory furniture and fixtures etc. had been removed from the premises There being no further business to come before the meeting it was adjourned at 11:15 A.M. H. A. -- & & a C. A. Jr. J. O. Martin cE Poteet ne A. Secretary Burroughs Buroughs MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OFWESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on August 27 1963 at 10:00 A.K. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of suchmeeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the Secretary to read the minutes of the previous meeting Mr. A. W. Burroughs Secretary read the minutes as requested and they were unanimously approved as read Mr. Leighton brought the Directors up to date on our current activities Stating further that the ground work had been laid for the renewal of our General Electric Contract and that insofar as he could ascertain General Electric Company had conceded that they would incorporate in the new contract all of our wishes and eliminate therefrom our major grievances as soon as possible and would submit the new contract as prepared by their legal department for our acceptance or rejection Mr. Leighton ther stated that upon his recent visit to the Los Angeles office Mr. Moore had asked for permission to do some needed repairs and painting that in his opinion was a reasonable request the cost thereof to be approximately 800.00 Mr. Burroughs said that prior to Mr. Leighton's visit he had visited the Los Angeles office and Mr. Moore had pointed out to him these needed requirements and that he was in accord with Mr. Moore's suggestion and Mr. Leighton's request for the needed expenditures Thereupon Mr. Leighton placed this request in the form of a motion it was seconded by Mr. Harry A. Dutton Jr. and unanimcusly carried There being no further business to come before the meeting it was adjourned at 12 o'clock noon H. A. Dutton Jr. & C. A. LEIGHTON LEIGHTON = ATTEST MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on September 3 1963 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous Mr. meeting Mr. Burroughs stated that because of the necessity of having to prepare and have available for this meeting our June 30th closing figures he had not found time to prepare the formal min- utes of the preceding meeting The chair then asked for the Treasurer's report Mr. Burroughs as Treasurer read the figures pertaining to the activities of the fiscal year ending June 30 1963 assuring all Directors that he would have available to them the formal report within the ensuing week The Chairman then stated that he had at hand Mr. Leighton's minutes covering our quarterly Sales Manager's Meeting held July 18th and 19th and enumerating thereform asked what progress had been made in the culmination of the ideas as contained therein Mr. Leighton answered all questions as enumerated to the satisfaction of the Directors present Mr. Leighton stated that this Sales Meeting had been of necessity extended one month and held on Thursday and Friday rather than on Monday or Tuesday as heretofore prescribed He also requested permission of the Board of Directors to change our quarterly sales meetings beginning October 15th and change the days to Thursday or Friday following thereafter the reasoning therefore being that our accounting department could not always have proper figures available on the 15th day following the closing quarters and that Thursday and Friday would be less obstructive to our business Mr. Leighton placed the foregoing in the form of a motion This motion was seconded by Mr. Burroughs and unanimously carried There being no further business to come before the meeting it was adjourned at 11:45 A.M. ATTEST A. Buroughs Z < COB SE oi ime A. W. Secretary Secretary H. A. Dutton Jr. Ps C. A. Leighton MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated August 30 1963 the annual meeting of the shareholders of the Western Fibrous Glass Products Company was held at the offices of the company 739 Bryant Street San Francisco Californioan September 16 1963 at 10:30 A.M. present were Those Harry C. A. A. W. A. Dutton Leighton Burroughs Jr. Representing Representing Representing 416.67 292.50 53.125 shares shares shares Total 762.295 shares or 81.34 plus % of the 937.17 shares outstanding The meeting was called to order by Mr. C. A. Leighton President who requested the reading of the minutes of the previous shareholders meeting Mr. A. W. Burroughs Secretary read the minutes as directed and the supplements thereto which should now be accepted or rejected as a part of these minutes and the min- utes including the supplements were unanimously approved as read Mr. Leighton then asked if there was any unfinished business to be attended to Mr. Burroughs stated that all business as recorded in the minutes of the previous meeting had been complied with and there was no unfinished business to be brought before the meeting Mr. Leighton then asked for the Treasurer's Report Mr. Burroughs as Treasurer announced that he had mailed a copy of the financial statement for the fiscal year ending June 30 1963 to all stockholders in attendance but had additional copies available should any one request it Mr. Burroughs then went over the balance sheet and operating statement in detail explaining that the operating profit as shown was an increase of 14,000.00 over the preceding year but that due to a write off in bad debts of a loss that had to be taken on the Muldoon account forced us to close the year with a loss Mr. Burroughs then asked if there were any further questions regarding the financial statement There seemingly being none he stated that he would like to have a showing of hands for the approval of the financial statement as submitted and the financial statement was unanimously accepted Mr. Leighton then stated that the next procedure of business would be that of electing the directors for the ensuing year and asked for nominations to be presented Mr. Harry A. Dutton placed in nomination as Directors those There being no further nominations Mr. Burroughs made a motion that the nominations be closed This motion was duly seconded and carried Mr. Leighton then stated that those nominated were Mr. Mr. Mr. Mr. Harry C. A. J. O. A. W. A. Dutton Leighton Martin Burroughs Jr. and asked for a vote by the showing of hands and all nominees were unanimously elected There being no further business to come before the meeting it was adjourned at 11:00 A.M. A. , Secretary ESTGLASeo ESTGLAS ESTGLAS ESTGLASESTGLASESTGLAESSTGLASESTGLAS ESTGLAS ESTGLASESTGLAS AA WESTERN FIBROUS GLASS PRODUCTS COMPANY 739 BRYANT STREET * SAN FRANCISCO 7 CALIFORNIA e TELEPHONE SUTTER 1-5967 THERMAL ELECTRICAL PLASTIC August 30 1963 NOTICE OF ANNUAL STOCKHOLDERS MEETING The annual Stockholders Meeting of Western Fibrous Glass Products Company will be held Monday September 16 1963 in the company's San Francisco office located at 739 Bryant Street San Francisco The meeting will be called to order at 10:30 A.M. Respectfully yours CAL gk C. A. Leighton President MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on September 16 1963 at 11:15 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous Directors meetings which had not heretofore been read or signed Mr. Burroughs read the minutes covering the meetings of August 27 and September 3 1963 and they were accepted as read It being ascertained there was no unfinished business to be developed the Chair asked for new business to be brought before the meeting Mr. Burroughs Secretary stated that this being a duly required meeting following the Stockholders Meeting the main purpose thereof was that of electing the Officers of the Company for the ensuing year Mr. Dutton then stated that he would like to entertain a motion that all present officers of our company be nominated in their present capacities Mr. Burroughs then placed in nomination as Chairman of the Board Mr. Harry A. Dutton Jr. as President Mr. C. A. Leighton and as Vice President Mr. J. O. Martin Whereupon Mr. Leighton then nominated Mr. Burroughs as Secretary and Treasurer There being no further nominations Mr. Dutton then made a motion that the nominations be closed This motion was duly seconded and carried The Chair then asked for a vote by the showing of hands and all officers were unanimously elected as nominated Mr. Burroughs then brought to the attention of the Directors that during the month of September 1962 we had authorized and subsequently paid a bonus to our office employees representing a token to them of our appreciation of their efforts in our behalf for the year ending June 30 1962. Mr. Burroughs explained that the year ended June 1963 showed an increase in operating profits of 14,000.00 He did not feel that they should be penalized for the loss sustained over which they had no control Mr. Burroughs stated that he realized that our net profits did not warrant any give away activities and would not suggest that we pay a bonus this year but was only asking the Directors for an expression of their opinion so that he would be in a position to explain when asked the reason for not receiving a bonus this year This matter was discussed and Mr. Dutton stated Mr. Burroughs you are Treasurer of our company and as such do you feel that we can afford this bonus this year Mr. Burroughs said Yes for the reason that during the year ended 1963 we lost and paid out 74,462.21 that would not be reoccurring this year Mr. Dutton then explained that upon the basis of our bonus allocation last year he felt that our employees should accept in stride the ups and downs in profits or losses as obtained or sustained by us regardless of conditions that caused them He stated that in consideration of Mr. Burroughs thinking and based upon his statements he would be willing to entertain a motion that we acknowledge our appreciation by authorizing a bonus not to exceed 5,000.00 Mr. Leighton then stated that in his belief this allocation was very fair and placed the foregoing in the form of a motion This motion was seconded by Mr. Burroughs and unanimously carried There being no further business to come before the meeting it was adjourned at 12:45 P.M. CLE H. A. Dutton Jr. ATTEST Burroughs Burroughs Secretary Secretary C. Leighton MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on September 24 1963 at 9:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who stated that Mr. J. O. Martin was absent from the meeting as he had been for the past few meetings because of illness also stating that he would dispense with the preliminary activities of the meeting inquiring of Mr. C. A. Leighton the purpose of calling this Special Meeting Mr. Leighton stated he would like to ask the Board of Directors to accept his retirement as President of our company as of December 31 1963 explaining that he had served as a general partner and president for more than twenty years and within a short time would attain the sixty year retirement age He further stated that as a Stockholder and Director he was vitally interested in the progress of our company and would appreciate any assignment allotted to him by the Directors if they did not entail full time duties This matter was discussed in detail and Mr. Burroughs reluctantly conceded to Mr. Leighton's request provided that prior to any announcement of his retirement that his successor as president be determined Mr. Leighton stated that in his opinion Mr. Dutton's attributes and ability having been with our company since its inception and with his knowledge of our products and their sales potential also being of an age equitable to cope with the problems of our younger personnel would in his opinion be the logical persotno succeed him as president He then asked Mr. Dutton if he would accept the nomination for the office of President if so nominated Mr. Dutton stated that if Mr. Leighton was determined to retire as our president he would be willing to resign as Chairman of the Board and accept the nomination Mr. Leighton then nominated Mr. H. A. Dutton Jr. There being no further nomina- tions Mr. Burroughs made a motion that Mr. Dutton's resignation as Chairman of the Board be accepted and the nominations for the office of President be closed This motion was seconded by Mr. C. A. Leighton and unanimously carried An election was requested by the showing of hands and Mr. Dutton was unanimously elected as President to succeed Mr. Leighton upon his retirement Mr. Leighton then stated that in his opinion the announcement of his retirement should be made as soon as possible This announcement to be given first to our personnel and coinciding therewith to our suppliers and then as deemed necessary within a reasonable length of time to customers Mr. H. A. Dutton then mentioned that based upon Mr. Leighton's past achievements and length of service that in his opinion the matter of a retirement fund should be discussed Mr. Leighton then asked to be excused from the meeting during the discussion conceding that based upon his voluntary retirement he would leave it to the then present Directors to discuss and determine his retirement remuneration Mr. Dutton mentioned that the directors present would discuss this matter thoroughly and based upon their proposal being accepted by Mr. Leighton it could be consummated if accepted but that he would like to have this settlement approved by our absentee Director Mr. J. O. Martin when as and if he can obtain his approval prior Mr. to the time of Mr. Mr. Leighton's announcement of retirement If such approval cannot be obtained within the required time and with Mr. Leighton's acceptance of the allocated retirement compensation it would meet legally our law requirements Mr. Leighton then excused himself from the meeting Mr. Burroughs in discussing this retirement remuneration with Mr. Dutton brought out the fact that we had during the past six years deposited to Mr. Leighton's Retirement Annuity Fund 16,089.60 of which as of December 1 1963 he would have an ownership equity of 30 amounting to 4,826.88 and according to our Pension Fund Contract is payable directly to him The remaining balance of 11,262.72 would be a refund to our company against our next pension fund premium due December 1 1963. He proposed that as retirement pay we ask him to accept this 4,826.88 direct from the Manufacturer's Life Insurance Company and that we consider as our contribution to his retirement fund to supplement the difference between his full retirement fund amounting to 26,816.00 less the 4,826.88 and credit the difference of 21,989.12 to an account owing him and pay it to him over the next one to four years as we determine can be done without impairing our working capital Mr. Dutton acceded to this proposal but stated that in addition thereto based upon Mr. Leighton's intimate knowledge of the management of our company and his intimate association with various suppliers and customers he would like to suggest that we retain him as business consultant with Directorship assignments at salary of 600.00 per month Mr. Leighton was then asked to return to the meeting and was acquainted with the foregoing suggested retirement plan Mr. Leighton stated that in his opinion if this understanding was ultimatelyapproved he felt that we were being very fair and as now presented it was acceptable to him Thereupon Mr. Burroughs placed the a motion it was seconded byMr. Dutton and unanimously carried Mr. Leighton then stated that Mr. Moore had received a request from the Sales Department of the General Electric Company to send a couple of our top Electrical Salesmen to their company for an indoctrination of how the products which we handle are manufactured and be able to acquaint themselves with the product from its inception as raw material to the various end uses thereof as a finished product Further stating that Mr. Moore suggested that if this request be approved he would like to send Mr. Henningson and Mr. Goodrum to visit their plant beginning the morning of October 6th through October 9th 1963 This matter was discussed and conceded to be important and fulfills a requirement as recorded in the minutes of a Directors meeting held March 29 1962 In accordance therewith Mr. Dutton made a motion that the expenditures needed for this request be approved This motion was seconded by Mr. C. A. Leighton and unanimously carried There being no further business to come before the meeting it was adjourned at 11:45 A.M. H. A. Dutton Jr. ys C.C. A. Leighton MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on October 22 1963 at 9:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were unanimously approved as read The Chair then asked the Secretary for any unfinished business as recorded to be brought to the attention of the Board Mr. Burroughs stated that the only unfinished business was the announcement of Mr. Leighton's retirement as President of our company Mr. Leighton stated that as of October 16 1963 he had issued a bulletin to our personnel announcing his retirement effective December 31 1963 a copy of which is hereto attached Mr. Leighton further stated that he was having formal announcement cards printed to be forwarded with a personal letter to intimate business associates as he deemed necessary and to others as he or any of our personnel felt would be appropriate The Chair then asked for new business to be brought before the meeting Mr. Leighton stated that Mr. Tagas had discussed with him Mr. Lowry's availability to return to us as a full time employee November 1 1963. This matter was discussed and it was decided that Mr. Lowry be reinstated as at that date on the same basis as he had heretofore been employed with the exception that he would not receive sales commissions until a new overhead alloca- tion could be determined and assigned to him Mr. Dutton made a motion that Mr. Lowry be reinstated in accordance with Mr. Leighton's suggestion This motion was seconded by Mr. C. A. Leighton and carried by a majority vote Mr. Dutton then made a motion that the Secretary review the minutes of cur Directors Meetings from the inception of our Corporate activity to date and bring to the attention of the Directorship at a near future meeting the obsolescence thereof and suggest revisions thereto This motion was seconded by Mr. Burroughs and unanimously carried Mr. Burroughs then stated that while reviewing the minutes as directed he would index pertinent Directorship authorization so that when as and if reference would be needed at any meeting precedence thereto could be readily available for reference There being no further business to come before the meeting it was adjourned at 10:30 A.M. ATTEST e fl C. A. Leighton MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company 739 Bryant Street San Francisco California on November 5 1963 at 9:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who stated that according to his understanding this special meeting was called for a specific purpose and in accordance therewith he would dispense with preliminary formalities of the meeting and requested that pertinent new business be pres- ented Mr. Burroughs stated that inasmuch as Mr. J. O. Martin President was now deceased and Mr. Leighton would be absent for an indefinite period it would be necessary that we record a resolution authorizing the necessary signatures required in his absence as President for the transaction of routine business He stated that additional signatures would be required for the signing of checks drafts or other orders for payment of money notes or other evidences of indebtedness issued in the name of the Corporation from time to time during Mr. Leighton's absence Mr. Leighton stated that his absence would exceed his term of office based upon his retirement announcement as President of our company as at December 31 1963. He suggested that in lieu of his status as President Mr. Dutton be acknowledged as President acting in his behalf until such time as his term of office becomes effective referring to the min- utes of our Directors meeting of September 24 1963 Mr. Burroughs made a motion that Mr. Leighton's suggestion be accepted This motion was seconded by Mr. C. A. Leighton and unanimously carried There being no further business to come before the meeting it was adjourned at 10:30 A.M. ~ . : Visiretto / Visiretto Visiretto oy fa ' H. A. Dutton Jr. 6 --2 C. A. Leighton WESTERN FIBROUS GLASS PRODUCTS COMPANY 739 BRYANT STREET e SAN FRANCISCO 7 CALIFORNIA e TELEPHONE SUTTER 1-5967 THERMAL ELECTRICAL PLASTIC September 30 1963 The Board of Directors after receiving the closing figures for the fiscal year ended June 30th 1963 again want to award you an expression of their appreciation for the effort you put forth to help us achieve our opera- ting profit Their policy in awarding this profit sharing bonus has been determined by your length of service efficiency in your position and your sincere endeavor to help us maintain our prestige in the industry Perhaps you may not have received an equal bonus as allocated you last year but please be assured this does not reflect in any way their attitude toward you or your capabilities but represents our ability to share our profits according to conditions prevailing for the year then ended All profit sharing plans are based upon earnings and earnings in any company cannot be maintained on a staple basis fluctuating from year to year Our Company with your help held an enviable position in the industry and according to statistical information available shadowed our competitors in the majority Keep up the good work Next year is another year With your help each year has the potential of making greater earnings and such earnings can be allotted accordingly Gratefully yours WESTERN FIBROUS GLASS PRODUCTS COMPANY A. W. Burroughs Treasurer MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on August 25 1960 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin Mr. A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked for the Treasurer's report covering the preceding year's activity Whereupon Mr. A. W. Burroughs distributed the financial statement together with the statement of income and expense for the fiscal year ended June 30 1960 explaining that he was distributing these statements reluctantly based upon profits as shown thereby He stated that profits as shown by the statement did not necessarily present a fair earnings picture for the reason that and with directorship approval many promotional endeavors were inaugurated during this fiscal year and the expenditures necessitated thereby amounted to a considerable sum however the experiments were deemed necessary for the progress good will and potential enhancement of profits to be obtained therefrom in future years and further explained that during the past year we took one of our outstanding plastic salesmen out of the field viz Mr. C. A. Leighton Jr. to head up our new Promotional and Advertising Department Through this transition a certain calculated risk of loss in sales was to be considered The first productive activity of this new department caused by the Glidden Companies inertia inefficiency and ridiculous outright mistakes in packaging delivering and giving service to our customers was to open our own warehouse and packaging facilities for the Glidden Company products this causing additional expense and during its early stages in getting it operating efficiently and in setting up the stock inventory additional warehouse help had to be maintained The opening of a Salt Lake City branch had been authorized which also was a calculated risk This turned out to be an unsuccess- ful venture causing an additional loss as shown by the statement figures During the month of August 1959 normally one of our best months there was a trucking strike lasting twenty during which time we could neither receive nor ship any merchandise or products by automotive carrier transportation facilities Also there was a national steel strike during the fiscal year tieing up many activities normally purchasing our products which lasted for a period of approximately seventy days This caused an additional loss of sales In the North West occasioned by the aviation industries inactivity Boeing's down and the resulting effects therefrom caused our Seattle office which always has produced a profit for us to come up with a loss for the year This aviation down also effected the profits of our Los Angeles office We also had various foreseeable and reoccuring expenses in rejuvenating the Berry Street warehouse in San Francisco and having to roof the Los Angeles premises and preparing efficient workable facilities in our newly opened Portland branch These are not excuses for our loss of income they are factual reasons However with the exception of the Salt Lake venture all other newly instigated activities are producing favorable results which will be reflected in future operating statements In concluding the Treasurer's report Mr. Burroughs stated that while his report was lengthy he felt that certain extenuating conditions and circumstances made it necessary Whereupon he turned the meeting back to the Chair Mr. Dutton then asked if there was any further business to be brought before the meeting and Mr. Leighton stated that in accordance with his committment contained in the minutes of the Directors Meeting held June 30 1960 he had prepared comparative data re Salesmen's Expense for the fiscal year ended June 30 1960 showing the branches and their salesmen the number of lunches reported by each the total cost for each the average per month and the cost per month This statement also covered the total miscellaneous expenditures by each the total special expenditures by each the total car expenditures by each and the gross profit for each summarizing the percentage of expense to gross profit for each office The information contained therein was very enlightening and again showed where this type of expense could be curtailed Mr. Leighton explained that this was the preliminary report and further stated that a monthly report containing like information would be sent to the directors each month so that if they so wished they could keep a running record with the fiscal year ending 1960 as a basis and follow the trend for each office and each office's salesmen as a continuing record Mr. Dutton then stated that with his announcement of the meeting he had requested Mr. Leighton Jr. to be present prior to the closing of this meeting for a resume of progress being made by his department Whereupon Mr. Leighton Jr. was invited into the meeting and stated that inasmuch as he did not believe he was able to give them an extemporaneous report in sufficient detail he had prepared a paper outlining his and his department's progress and current activities This paper was read and each and all expressed their appreciation of his and his department's endeavors There being no further business to come before the meeting it was adjourned at 1:30 P.M. ATTEST H. A. Dutton Jr. ton -- -- C. A. Leighton bartin VAL Martin bartin 0. MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to notice dated September 1 1960 the annual meeting of the shareholders of the Western Fibrous Glass Products Company was held at the offices of the company 739 Bryant Street San Francisco California on September 15 1960 at 10:00 A.M. Those present were Harry C. A. J. O. L. A. A. W. A. Dutton Leighton | Martin Heinzelman Burroughs Jr. Representing Representing Representing Representing Representing 416.67 312.50 71.875 66.00 53.125 shares shares shares shares shares 920.17 shares representing 99.25 of the 937.17 shares outstanding The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the minutes of the previous shareholders meeting by Secretary A. W. Burroughs Mr. Burroughs read the minutes as directed and they were approved as read There being no old business requiring attention Mr. Dutton asked for the Treasurer's report Mr. A. W. Burroughs distributed the balance sheet and operating statement for the fiscal year ended June 30 1960. The statement was discussed in detail and Mr. J. O. Martin made a motion that the figures be accepted as prepared Mr. L. A. Heinzelman seconded this motion and it was unanimously carried Mr. Dutton then asked for nominations for directors for the ensuing year Mr. L. A. Heinzelman after some very complimentary remarks placed the names of Mr. Harry A. Dutton Jr. Mr. C. A. Leighton Mr. A. W. Eurroughs and Mr. J. O. Martin as nominees There being no further nominations it was moved and seconded that the nominations be closed and this motion was unanimously carried Mr. H. A. Dutton Jr. then asked for a vote on the nominees by the showing of hands and all nominated were unanimously elected There being no further business to come before the meeting it was adjourned at 11.30 A.M. Mr. Dutton asked that all directors remain after the shareholders meeting for a short directors meeting A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on September 15 1960 at 11:45 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present . H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. L. A. Heinzelman was present by invitation Mr. Dutton opened the meeting and stated that the purpose of the meeting was for the election of officers for the ensuing year Mr. H. A. Dutton Jr. placed the names of Mr. C. A. Leighton as President Mr. J. O. Martin as President and Mr. A. W. Burroughs as Secretary There being no further nominations a motion was made seconded and carried electing all nominees for their respective offices There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon WasteJ H. A. Dutton Jr. ATTEST | C. A. Leighton Burroughs bart "" ,, Le zee A. W. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS CLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on October 20 1960 at 2:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs Mr. R. W. Kelly was present by invitation ' Jag" av Mr. Harry A. Dutton Jr. called the meeting to order . and asked for new business to be brought to the directors attention for their consideration Mr. A. W. Burroughs stated that he had prepared a detailed statement of excess inventory carried in the Los Angeles Seattle and Portland offices and also stated that he had forwarded to Mr. Howard Tagas Northwest Divisional Manager a copy of the Seattle and Portland inventory statement and Mr. Tagas had gone over it carefully and returned a copy to him with his comments and Mr. Burroughs recited the items that were outstandingly surplus and read Mr. Tagas comments thereon Mr. Burroughs stated that he had not been able to get the inventory statement to Mr. Kelly Los Angeles Manager in time for him to have been able to check it all and consequently did not expect him to be able to make comments at this time Whereupon Mr. Kelly stated that he would go over it thoroughly with Mr. Joe Moskos his purchasing agent and forward Mr. Burroughs his comments thereon Mr. H. A. Dutton Jr. made a motion that Mr. Leighton be instructed to send each divisional manager a letter stating that all purchase orders for stock be submitted to the San Francisco office so that they would be in a position to either approve or disapprove their purchases A full discussion of the company business was had and Mr. Kelly presented a chart showing his office and business trends for the years 1950 through the year ending June 30 1960 and the gross profits showed a continuous annual increase Mr. Dutton stated that they had done a very fine job in sales and gross profits but he stated that in his opinion the net profits had in many instances showed a decrease due to increase in overhead and general expenses Mr. Leighton stated that he had as stated in prior directors meetings made many overhead and general expense reductions and that while he would not forecast any profits for the year based upon the trend of business in general but that he could assure all present that the overhead would be brought into line commensurate with gross profits There being no further business to come before the meeting it was adjourned at 4:00 P.M. VEE (ee A. H. Dutton Jr. fu ATTEST A. Burroughs Secretary C. A. Leighton MartiManrtin Martin {oz Martin Sa MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the compan73y9 Bryant Street San Francisco on November 30 1960 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present . H. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. Harry A. Dutton Jr. Chairman who requested the reading of the past directors meetings that had not been properly signed by all directors Mr. Burroughs as Secretary read the minutes as directed and they were approved as read All missing signatures were attached thereto Mr. Burroughs then brought to the attention of the directors that it was again time to consider bonus payments explaining that heretofore it was customary to give all straight salaried employees two weeks pay as a Christmas bonus provided they had been with the Company one year or more Those of lesser time with the Company had been paid lesser amounts prorated accordingly but that based upon prevailing business conditions he suggested that we reduce Christmas bonus payments to one half the amount previously paid and exclude all officers bonus payments This matter was discussed and agreed upon Mr. Burroughs put this in the form of a motion which was seconded by Mr. C. A. Leighton and unanimously carried Mr. Leighton ther stated that an Electrical Convention was being held in Chicago in December and inasmuch as the directors had previously requested that no Eastern trips be made without their approval he wished to be granted this approval so that Mr. R. W. Kelly would represent our firm in attendance thereof giving various reasons why he felt our representation was necessary Mr. J. O. Martin made a motion that the approval be granted This This motion was seconded by Mr. H. A. Dutton Jr. and unanimously ) carried Mr. Leighton reviewed the activity of our business to date stating that many reductions in expenses had been put into effect but that they would not reflect figurewise to any great extent yet this year Thereafter a discussion was had relative to the business in general and the meeting was adjourned at 12:30 P.N. OF Dutton H. A. Dutton Jr. C. ve A. Leighton for ATTEST J. O. Martin a Burroughs Qurrou Secretary A. Burroughs Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on December 15 1960 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton H. O. Martin A. W. Burroughs Mr. H. A. Dutton Jr. Chairman called the meeting to order and asked the Secretary if there was any recorded unfinished business There being none he asked that new business be brought before the meeting Mr. Burroughs stated that he had requested this meeting be called so that he could present a problem confronting one of our employees viz Larry Kietzke explaining that during Mr. Leighton's vacation period he had been confronted with a situation caused by our office acquiring a full time electrical product division salesman Since we did not have anyone in our office with sufficient knowledge of the electrical products to be able to give customer service order desk wise and with the time and expense involved for the order desk boys having to check with Los Angeles to see if stock was available because at that time we did not carry electrical materials in stock and also having to determine from them in many instances whether or not our products would meet their required needs by telephone or Twix and then relay this information to the customer and if the order was secured again contacting Los Angeles instructing them to ship if available or secure the needed merchandise to be able to fill the order Mr. Burroughs stated that based upon the foregoing he called a meeting with Mr. H. A. Dutton Jr. to resolve this matter and after discussing it C. A. Leighton Jr. Chuck Henningsen and Joe Kay were called into the meeting After fully discussing the matter Mr. Burroughs suggested to those present at this meeting that he would like to contact Mr. Kelly to see if he did not have someone in his office that could be transferred to our office with sufficient knowledge of the electrical activity to eliminate this expense and confusion which I might also add detiorated from the service we were previously able to give our customers on other products It was agreed at this meeting that this thought was the answer to our problem and Mr. Burroughs was designated to follow through along these lines Thereupon Mr. Burroughs stated that he did contact Mr. Kelly and Mr. Kelly's statement was that he would give us full cooperation in this matter but that Larry Kietzke was his electrical order desk salesman and that if he had sufficient time to train a replacement for his order desk he would upon Larry Kietzke's agreeing thereto transfer him to our office stating that with the electrical products knowledge of various people in his office the new man could take over and that Kietzke with his experience would be able to handle our requirements efficiently This all came to pass and Kietzke was transferred to our office This explanation gets us back to Larry Kietzke's problem In the early part of December Larry Kietzke came to Mr. Burroughs stating that through his being transferred to the San Francisco office he had incurred various and sundry obligations to the extent that at the present time he was unable to meet these obligations by approximately 200.00 per month that Mr. Burroughs asked him to list all of his obligations and needed living expenses and he would take it to the Board of Directors for consideration Upon receiving this statement he found that Mr. Leighton was one of his creditors to the amount of approximately 2,000.00 and stated that he then took this matter up with Mr. Leighton and Mr. Leighton stated that he had been mislead in securing the 2,000.00 for the bas Kietzke had told him that this was a temporary loan to tide him over until he sold his Southern California home The proceeds from which he would be able to repay this obligation but this did not work out When he was able to dispose of the Southern California home he did not realize any proceeds therefrom and instead of being able to retire Mr. Leighton's obligation it was necessary for Mr. Leighton to make the 95.00 monthly payments thereon which is part of the 200.00 monthly shortage After discussing this matter Mr. Leighton stated that Mr. Burroughs had secured and recorded a second mortgage in his behalf Secretary and that he would be willing to carry the payments on the obligation in which he was involved temporarily Whereupon the directors authorized Mr. Burroughs to advance Kietzke 100.00 per month which would be the deficiency required to meet Kietzke's obligations for a period of three months only and that at the expiration of this three month period it be brought up to the directors for further consideration whereupon Mr. Burroughs placed the foregoing in the form of a motion this motion was seconded by Mr. H. A. Dutton Jr. and unanimously carried Mr. H. A. Dutton Jr. then brought up the matter of salesmen's commission contracts and it was brought out that all salesmen's contracts were not uniformly written and it was his suggestion that this situation be corrected and stated that in his opinion Mr. Leighton Sr. together with Mr. Burroughs Mr. Kelly Mr. Tagas and C. A. Leighton Jr. have a meeting and arrange for a rewriting of these contracts modifying them to meet a more realistic current situation and to be submitted to the Board of Directors for their consideration There being no further business to come before the meeting it was adjourned at 12:00 o'clock noon H. A. Dutton Jr. -- C. A. Leighton LA J. O 4 of . Ye Martin Further comments and suggestions in general relative to our business was had but no authorative action taken whereupon the meeting was adjourned at 1:30 P.M. Jr. | waa H. A. Dutton Jr. C. A. Leighton J. O. Martin oe MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco on March 1 1961 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. C. A. Leighton J. O. Martin A. W. Burroughs The meeting was called to order by Mr. H. A. Dutton Jr. Chairman who asked for unfinished business to be brought before the meeting Mr. Burroughs as Secretary stated that the only unfinished business was the commission discussion of the previous meeting Thereupon Mr. Leighton stated that he had held a meeting as directed in Mr. Kelly's room at the Palace Hotel with Mr. Burroughs Mr. Kelly Mr. Tagas and C. A. Leighton Jr. all present for the purpose of reviewing and the modification of salesmen's contracts There were many different thoughts and ideas relative to needed changes therein but inasmuch as the thinking was so diversified no basic agreement could be reached and it was decided that all present put their thoughts in writing and submit them to Mr. Leighton to make a composite basis for the rewriting of these contracts which as of this date there has not been sufficient time for the completion thereof Thereupon the Chair asked for the Treasurer's report and Mr. Burroughs as treasurer distributed the company's balance sheet and operating statement for the six months period ending December 31 1960 which was perused in detail and based upon the figures as shown thereon it was decided that drastic action must be taken Mr. Burroughs explained that Mr. Leighton had taken what he deemed proper steps to reduce the overhead but that in many cases they were not put into effect in time to reflect the advantages obtained therefrom in the financial statement Mr. Leighton then took over and offered to accept a reduction in salary of 10,000.00 a year Mr. Burroughs then stated that he would be willing to accept a reduction of 2,500.00 a year Mr. H. A. Dutton Jr. stated that he appreciated the offering of these salary reductions and that when as and if the company's earnings improved enough to warrant the restoration of any and all salary reductions they should be restored percentagewise according to the reductions taken Mr. Dutton then made a motion that the reductions as offered should be accepted This motion was seconded by J. O. Martin and unanimously carried Mr. Leighton then stated that in his opinion three salesmen could be eliminated from our overhead costs without seriously effecting our sales volume and that Mr. Kelly had checked his office and decided that in addition to the reduction in his sales force already made he could without seriously effecting his office efficiency release four people from his office force In the Northern Division Mr. Tagas by arranging his setup was able to reduce his personnel by two and onehalf people 3123638 3123638 1964-1967 1964-19671964-1967 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on January 31 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. A. W. Burroughs C. A. Leighton The meeting was called to order by Mr. Harry A. Dutton Jr. President who requested the reading of the minutes of the previous meeting Mr. Burroughs Secretary read the minutes and they were unanimously approved as read Mr. Dutton asked the secretary to present all unfinished business of record Mr. Burroughs stated that in accordance with the minutes of a meeting held October 22 1963 wherein he was instructed to review the minutes of all prior directors meetings since the inception of the corporation to date and to bring to the a ttention of the directors any obsolescence thereof Mr. Burroughs stated that he had reviewed the corporate minutes and had found four items only requiring revision and would present them in sequence so that each could be acted upon separately 1. At a meeting held September 23 1948 a motion was made , duly seconded and carried that no payroll checks could be drawn in excess of 500.00 commenting that inflationary conditions had caused this restriction to be violated on many occasions Mr. Leighton made a motion that restrictions covering the limitations on payroll checks be eliminated This motion was seconded by Mr. Harry A. Dutton and unanimously carried 2. At a meeting held January 7 1949 a limitation of 75,000.00 was placed upon the amount of inventory to be main- tained by the corporation stating that the growth of our company had caused this direction to become obsolete Mr. Leighton made a motion that this restriction be eliminated This motion was seconded by Mr. Burroughs and unanimously carried 3. At a meeting held January 24 1957 a motion was made duly seconded and carried that a salary limit of 600.00 per month be established for all employees other than officers Based upon prevailing conditions this limitation has not been adhered to Mr. Dutton made a motion that this limitation be withdrawn from the records This motion was seconded by Mr. C. A. Leighton and unanimously carried 4. At a meeting held March 29 1962 a motion was made duly seconded and carried that upon hiring prospective salesmen a pre- requisite be established that they be college graduates approx- imately 24 or 25 years of age and married Based upon our experience this requirement has not proved successful Mr. Dutton made a motion that this restriction be rescinded This motion was seconded by Mr. Leighton and unanimously carried Mr. Burroughs stated that while reviewing the Corporate Directorship minutes he had indexed what he considered pertinent directives contained therein so that quick references could be made thereto when needed and had placed this index in the front of our minute book and made it a part thereof assuring all present that this index would be maintained and modified as deemed necessary No other unfinished business recorded Mr. Dutton then in order of new business mentioned that he had attempted to keep Mr. Leighton currently informed of our activities in detail during his absence but would like to review the one outstanding change in and acquisition to our organization which was approved by him via R.C.A. communication hereto attached and made a part of these minutes Mr. Dutton stated that this being the first directors meeting held with a quorum present he would like to review the transaction so that it can be formally ratified The subject matter being that of hiring our former associate Mr. Gordon Blackwood and the subsequent activity pertaining thereto Mr. Dutton stated that Mr. Blackwood had contacted him on December 15 1963 advising him that he Mr. Blackwood had terminated his association with his former employer after due notice of resignation and the formal acceptance thereof and was seeking employment elsewhere Mr. Dutton said that he told Mr. Blackwood he was interested and arranged an interview at his home with Mr. Burroughs present During this interview it was brought out that Mr. Blackwood felt that regardless of what connection he would make with any allied activity he could have that association be accepted by Raychem Corporation as a distributor for Raychem and Rayclad products After remuneration had been discussed it was concluded that Mr. Blackwood and his attorney meet with us and our attorney Mr. Leon Schiller to prepare a draft of an employment agreement After which a formal agreement was drawn that was mutually accepted Mr. Dutton stated that time being the dominating factor he had by correspondence acquainted Mr. Leighton with the contents of the rough draft but had not cleared with him the formal agreement which contained minor changes and instructed the secretary to supply Mr. Leighton with a copy of the formal agreement as consum- mated Mr. Dutton continued by stating that subsequent to the employment agreement being consummated Mr. Blackwood arranged a meeting with Raychem Corporation Those present representing our company were Mr. Dutton Mr. Blackwood and Mr. Burroughs with Mr. Cock President and Mr. Halperin Sales Manager representing Raychem Corporation This meeting was held at the offices of Raychem Corporation in Redwood City The meeting was concluded with assurance to us that all con- ditions being compatible we would be designated a distributor of their products covering the same area as now covered by H. I. Thompson Company Mr. Leighton stated that with this further enlightenment he was in accord with Mr. Dutton and Mr. Burroughs thinking and made a motion that their action be accepted and hereby ratified The motion was duly seconded and unanimously carried Mr. Burroughs then brought to the attention of the Board of Directors that Mr. Blackwood when leaving our company was a director and vice president in charge of sales and that in his opinion upon renewing our association he should be reinstated in that capacity first appointed as a director to fill the unexpired term of the vacancy caused by the death of Mr. J. O. Martin second for prestige purposes both within and without our organization be made vice president and general sales manager This matter was discussed and all being in agreement therewith the foregoing was placed in the form of a motion by Mr. Leighton This motion was seconded by Mr. Burroughs and unanimously carried Mr. Dutton stated that he felt that for the unexpired term of office that a new alignment on official capacities should be made and suggested to the directors for their consideration that Mr. Burroughs be absolved from the duties of secretary and upon his acquiescence thereto Mr. Leighton assume this office and duties of secretary and that Mr. Burroughs be made vice president and treas- urer of our company Mr. Burroughs stated that he would tender his resignation as secretary provided the foregoing suggestion was placed in the form of a resultion and officially resolved Mr. Leighton then stated that he would gladly accept the office of secretary and fulfill the duties of that office to the best of his ability Mr. Dutton then asked for a vote by the showing of hands and all nominees were unanimously elected to their respective offices as proposed Mr. Blackwood was then invited into the meeting and Mr. Dutton acquainted him with his new responsibilities Whereupon Mr. Blackwood acknowledged his appreciation of our consideration of his integrity and assured all present that he would fulfill his duties to the best of his ability as prescribed by the Board of Directors Mr. Dutton stated that heretofore based upon our liability insurance requirements a bulletin had been issued to all personnel traveling by air be restricted to commercial air lines only but he would like to make a motion that this bulletin be renewed with an amendment that no two key people travel on the same plane key people to mean personnel from Product Managers upward in official capacity This motion was seconded by Mr. Blackwood and unanimously carried Mr. Burroughs then brought to the attention of the Board of Directors that since his direct affiliation with the company we had not had an independent audit made of our books and records and that he would like to suggest that an audit be made stating that he and Mr. Dutton had discussed this matter and felt it to be necessary Mr. through an affiliated association recommended the Alexander Grant accounting firm with head offices in Chicago be contacted for consultation Mr. Burroughs stated he had contacted their local office and he and Mr. Dutton met with Mr. Reed their local representative relative to the procedure and cost thereof Mr. Reed proposed that they start with our closing figures of June 30 1963 through December 31 1963 as a preliminary audit and would offer suggested procedure changes and follow through to the close of our fiscal year ending June 30 1964 to survey our invent- ory so that they would be in a position to issue us a certificate of clearance If no complications arose they estimate the cost through this audit to the final consummation would not exceed 3,000.00 complications meaning that should defalcations or other unanticipated errors or ommissions arise they would submit to the Board of Directors their findings and revise their charges accord- ingly Mr. Leighton made a motion that Mr. Dutton and Mr. Burroughs follow through with this audit This motion was seconded by Mr. Blackwood and unanimously carried There being no further business to be brought before the meeting it was adjourned at 11:45 A.M. N 3 H. A. Dutton Jr. MA c SAS : : ,\ \ WG mos 7 C. A. Leighton f f : f 4 ; oo Chacam Chacam f- Gordon Blackwood ATS Cb piKe ATTEST Burroughs Burroughs pectin NOLIA NOLIA NOLIA NFB2258 FRANCISCO KARACHI KPN1665 AX216 13 28 2155 SAN SAN RAD , LUMIYLT LUMIYLT A 135 SERVICE KYA LT HA HA DUTTON CARE RESTOGRAM SANFRANCISCO CALIFORNIA USA MARKET KYA OF ST SAN RADIO CORPATIN RCA FRANCISO } GARFIELD OF ERICA RELET APPROVE AND VOTE AFFIRMATIVE LEIGHTON 1-420 AMERICA CORPORATIO 1 CORPORATIO 1 CORPORATIO says t CORPORATIO ops3e> RADIO SAN RADIO OF 014-6254 014-6254 014-6254 014-6254 014-6254 re SERVICE - A 135 SERVICE COLL LEIGHTON LT HA HA DUTTON CARE RESTOGRAM MARKET sprenha SANFRANCISCO CALIFORNIA ( USA = ST OF AGREEMENT AGRE MENT 1919664 4 1964 AGREEMENT made between WESTERN I January I ff in San Francisco California on July 1 f e FIBROUS GLASS PRODUCTS COMPANY a (7 California corporation herein called Employer and GORDON BLACKWOOD herein called Employee It is mutually agreed as follows 1 Employer agrees to and does hereby employ Employee and Employee agrees to and does hereby accept employment from Employer as sales manager of Employer's business 2. The term of employment shall commence as of the 1st day July fee of January 1964 and shall years and as the same may be continue extended for a period of five and as provided in paragraph lat 413 years " below or may be terminated as provided in paragraph 14 below 3. Employer agrees to pay to Employee and Employee agrees to accept as compensation for said services the sum of 25,000.00 a year payable in equal monthly payments on the 15th day and the last day of each month and additional compensation as follows 10 of the corporation's net profits for each year during the term of employment subject to the following a Net profits shall be determined deduction for federal and state taxes before income b Net profite shall be determined in the same manner as net income is determined for federal income tax purposes except as otherwise pro vided in this paragraph c The 25,000.00 salary paid Employee shall be deducted as an expense in determining net profits but the 10 of net profits paid Employee as additional compensation shall not be deemed an expense in determining net profits for the purposes of this agreement 4 a The amount of said additional compensation shall be determined and paid by September 15 following the fiscal year for which such share of net profits is to be paid b If Employee dies prior to the expiration of this -1- contract and while the contract is in force and effect the amount of said additional compensation shall be pro rated for the period of the fiscal year during which the contract was in force but the amount thereof shall not be determined or payable until the time provided in a above c In the event an examination of Employer's federal income tax return results in a determination that Employer's net profits were higher or lower than the amount initially determined by Employer Employee's 10 share in net profits shall be adjusted accordingly 5. Employer shall use its best efforts to cause its Board of Directors to elect Employee as a president and to retain him as a president until the termination of this agreement 6. Employee agrees that he will devote his entire time and attention during the usual business hours to the business and affairs of Employer and that he will at all times faithfully industriously and to the best of his ability experience and talents perform all the duties that may be required of and from him pursuant to the terms of this agreement to the reasonable satisfaction of Employer Employee's duties shall be such as are customarily performed by one holding a similar position in a similar business and in addition such other services as are assigned to him from time to time by Employer Employee agrees that during the term of this agreement Employer shall be entitled to and Employee shall give to Employer his sole and exclusive services Employee agrees that he will not during the term of this agreement be interested directly or indirectly in any manner as partner sole proprietor officer director stockholder adviser employee or in any other form or capacity in any other business similar to Employer's business -2- or in any other business engaging in any activity which is similar to any part of Employer's business Employer's obligation to furnish employment to Employee shall terminate in the event Employee fails to perform his duties and obligations in accordance with the terms and conditions of this agreement 7. Employee agrees that he will not for a period of two years following the date of the voluntary or involuntary termination of his employment with Employer directly or indirectly in any manner as partner sole proprietor officer director stockholder adviser employee or in any other form or capacity a Solicit Employer's customers for business b Solicit Employer's suppliers for business c Accept business from Employer's customers and suppliers d Engage in any business which sells any of the merchandise or equipment sold by Employer during the term of this agreement and this restriction shall apply in any of the counties in the State of California in which the business of Employer is carried on and in any of the counties in any other state in the United States in which the business of Employer is carried on None of the provisions of this paragraph shall be bind- ing on Employee in the event of the occurrence of any of the following events a The appointment of a receiver to take possession of all or substantially all of the assets of Employer b A general assignment by Employer for the benefit of creditors . c Any action taken or suffered by Employer under any insolvency or bankruptcy act 8 If through illness or injury Employee is incapacitate and unable to properly and fully perform his duties for an aggre- -3- gate of periods of not more than thirteen 13 weeks during the year term of this agreement said incapacity or disability shall in no way affect this agreement and Employee shall continue to draw his compensation as herein provided If said aggregate of periods of incapacity or disability equals more than thirteen 13 weeks but does not exceed twentysix 26 weeks during the five term of this agreement Em- ployee shall continue to receive his salary during said second thirteen period but shall receive no share of the net profits during said thirteen period In the event said aggregate of periods of incapacity or disability equals in excess of twenty 26 weeks during the year term of this agreement Employer at its option may cancel and terminate this agreement and thereupon each of the parties hereto shall be released from all further obligations here under 9. In the event Employer shall discontinue operating its business then this agreement shall cease and terminate as of the last day of the month in which Employer ceases the opera tion of its business except for accounting to Employee for net profits on business taken prior to discontinuing operations 10 Employee agrees that he will not at any time in any fashion form or manner directly or indirectly divulge disclose or communicate to any person firm association or corporation any information of any kind nature or description concerning any matters affecting or relating to the business of Employer including without limiting the generality of the foregoing any of its customers suppliers the prices it obtains or has obtained the prices it pays or has paid or any other information of about or concerning Employer's business its manner of operations its plans processes or any other data of any kind nature or descrip tion without regard to whether any or all of the foregoing matters would be deemed confidential material or important the parties hereto stipulating that as between them the same are important material and confidential and seriously affect the successful conduct of Employer's business and its goodwill and that any breach of the terms of this paragraph are a material breach hereof 11. This agreement contains the sole and entire agreement between the parties and supersedes any and all agreements between the parties 12 In the event this agreement is in force and effect on ; July 1 1968 Employee shall have an option to extend this agree- ment for an additional period of five years but upon the same terms and conditions set forth above Said option may be ex ercised by Employee between July 1 and August 1 of 1968 and must be exercised by service of a written notice upon Employer by ertified or registered mail addressed to Employer's place of business 13. In the event any part of the agreement is unenforce- able such part shall be deemed severable and shall not in any way affect the enforceability of the remainder of the agreement 14. Employer may terminate this agreement without cause by a majority vote of its board of directors with employee having an opportunity to be heard and thereupon be released from all further obligation under this agreement except as to compensation already earned and not yet paid and in addition payment to Employee of further sums as severance pay as follows Thirty 36 monthly payments of Two Thousand Dollars 2,000.00 each commencing on the first day of the month following the month of termination of employment and continuing there-thereafter from month to month for an additional thirty 35 months and a final payment of Three Thousand Dollars 3,000.00 on the first day of the month following the last Two Thousand Dollar 2,000.00 payment Upon default being made by Employer in the payment of any installment when due the whole amount of severance pay then unpaid shall become due and payable at the option of Employee Compliance by Employee with paragraphs 7 and 10 of this agreement following said termination of employment is a material consideration for said severance pay and in the event Employee fails to comply fully with the provisions of paragraphs 7 and 10 upon said termination of employment Employer will have no further obligation to furnish said severance pay to Employee 15. In the event action is brought on this contract because of a breach of all or any part of said contract reasonable attorneys fees in an amount fixed by the court shall be paid by the party in default to the prevailing party IN WITNESS WHEREOF the parties have executed this instrument the day and year hereinabove first written WESTERN FIBROUS GLASS PRODUCTS COMPANY Gordon Blackwood Employee) MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on February 6 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood C. A. Leighton The meeting was opened by Mr. H. A. Dutton Jr. who requested report from Mr. A. W. Burroughs Treasurer on the company's current financial position This was reviewed by Mr. Burroughs in detail and discussed generally by those in attendance Mr. Dutton next requested a review of any old business 1 The Raychem Corp. Distributors agreement was discussed and Mr. Blackwood stated that while we had not as yet received this he did have letter of intent in his files for our interim pro- tection 2 The installation of piped music in the company's Los Angeles office was brought up and discussed As this had been ordered on a five year basis by Mr. Moore the company's Los Angeles Division Manager without the approval of the Directors it was felt that this contract should be cancelled immediately on the most economical basis possible Mr. Dutton stated his investigation showed we could cancel now for approximately 600.00 rather than pay 40.00 a month until the end of the year and cancel for 3400.00 Mr. A. W. Burroughs then made a motion to affect this cancellation This was seconded by Mr. G. B. Blackwood and unanimously carried This concluded the old business and new business was requested by Mr. H. A. Dutton Jr. President The following topics were discussed 1 Mr. Mocre's revised remuneration pattern vs. his present pattern to be set by April 15 1964 after the first Quarter of 1964 business can be reviewed 2 The standardization of company leased cars for salesmen product managers and sales and division managers This to be finalized at the March 31 1964 directors meeting 3 The clarification and upgrading of agreements with our suppliers To be handled by Mr. Dutton 4 The best methods for handling sales in the following territories Rocky Mountains Arizona Colorado and San Diego To be reviewed further at the next meeting 5 A revised base salary pattern for salesmen and product managers together with new overhead patterns for these groups to be affective April 1 1964 6 The elimination of Division Managers titles substituting branch Sales Managers 7 Additional sales and office personnel requested by Mr. G. B. Blackwood 8 The future plans for the Los Angeles Division plastic division and the new Urefroth program 9 The possibility of central purchasing 10 Mr. Blackwood's report on the upgrading of the Northwest sales picture based on his recent trip there There being no further business to be brought before the meeting it was adjourned at 3:00 P.M. H. A. DUTTON JR OPO } : Chasion Chasion Chassion Chassion oO, a GORDON BLACKWOOD ATTEST Ve TV C. A. LEIGHTO"N| we MINITES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on February 21 1964 at 9:30 A.M. for the purpose of transacting any and all busi- ness pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and objects of such meeting The following directors were present Harry A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood of Sales Vice President in Charge C. A. Leighton Secretary The meeting was opened by Mr. Harry A. Dutton Jr. President who requested first a brief report from Mr. A. W. Burroughs Treasurer on the company's current financial position which was discussed in detail by those present Mr. Dutton then asked for a review of old business 1 Mr. Blackwood asked that the piped music situation in our Los Angeles office be reopened at the request of Mr. Moore the Los Angeles division manager A new analysis shows that it would be as cheap to cancel the present contract at the end of its first year namely August 8 1964 as to cancel now After a lengthy discussion the following motion was made by Mr. A. W. Burroughs to offset his motion of February 6 1964. To hold the music contract for further consideration until July 8 1964 or thirty days prior to its first year's expiration and then depending on earnings of the Los Angeles division cancel or continue same This motion was seconded by G. B. Blackwood | and unanimously carried 2 At the suggestion of Mr. Dutton it was agreed to postpone the revision of Mr. Moore's incentive pattern until June 30 1964 to have factual data available on the Los Angeles office's gross and net profit and new overhead factors for the period January 1 1963 through June 30 1963 3 The proposed new base salaries and overhead figures for Salesmen and Product Managers was put over to the March 6th Directors Meeting 4 Central purchasing was again discussed and put over until a future meeting 5 The Salt Lake and Denver territories were reviewed and pending further checking of sales potential the subject was passed til the next meeting 6 Mr. Blackwood was asked for a further report on the Northwest sales picture in particular which men would handle what products and territories This was reported on briefly with the request that a further report would be given at the next meeting 7 Mr. Burroughs reported on the proposed Errors and Ommission Insurance stating that the personnel information required was still inadequate and more detail was required for the insuring agency 8 Mr. Blackwood advised he expected to have Paul Phillips review report and recommendations re any Los Angeles office changes for the next meeting on March 6 1964 This concluded the review of old business Mr. Dutton then asked for new business 1 Mr. Dutton pointed out that the current three year lease on 739 Bryant Street expires in August 1964. Due to the company's growth and the lack of any further space in this location for future offices it was agreed that a new three year lease would be impractical and Mr. A. W. Burroughs was requested to contact the owners Bank Trustee to negotiate for a one year extension only 2 Mr. Blackwood presented a letter of distributor inter- est between Air Conductors of Gardena California signed by Mr. Ramsey President appointing Westglas as its distributor for certain products photostat attached for these records This being a highly specialized line one of the requirements was a qualified Sales Technician to handle these products Mr. Blackwood advised he had secured such a person in Mr. Fred Blackett an employee of Air Conductors who desired to affili- ate with Westglas He had been employed by Mr. Blackwood for a six months trial period at 800.00 per month plus a car allowance of 20 per mile The matter of merchandise stock required would be considered after a six months trial period Mr. Blackwood requested approval of this contract and the employ- ment of Mr. Blackett Mr. Burroughs then made a motion to approve this arrangement with Air Conductors and the employment of Mr. Fred Blackett This was seconded by Mr. Dutton and unanimously carried There being no further new business the meeting was adjourned at 12 noon ATTEST ATTEST a \ A. mw kn C. LEIGHTON1 een DUTTON app / H. A. DUTTON JR Sf{ A. a BUR OUGHS or fhe feed GORDON BLACKWOOD WESTERN FIBROUS GLASS PRODUCTS COMPANY WESTGLAS } aSaha 4423 FRUITLAND AVENUE AVENUE LOS ANGE'EANGS E'ES 58 LOS ANGELES CALIFORNIA PHONE 588 12 February 12 1964 Mr. Steve Ramsey Air Conductors President 367 E. Alondra Blvd. Gardena California Dear Steve We would like this letter to constitute a preliminary agreement between our firms for Westglas to act as stocking distributor for all your products on an exclusive basis in the 13 Western Western States Canada and Mexico This agreement to be contingent on our per- formance The only areas of exclusion will be Douglas Aircraft Co. Inc. and Convair on the Model 22-30 It is understood we shall receive a 15 over on all business written direct by your firm with Douglas Aircraft Company It is further agreed that we shall discuss the purchase of materials for inventory within 90 days and purchase stock on a mutually agreeable basis I shall meet with your representative Mr. Ray Richardson to discuss the possibility of using his efforts in our sales promotion in the San Diego area on my next trip to the area * also agree hire Fred Blackett for a period of six months as our Technical Sales Engineer at 800.00 per month to cover all accounts with special emphasis on all companies Navy Marine Marinas and any other industries that would be interested in airconductor products Mr. Steve Ramsey President Air Conductors Gardena Calif Page 2 February 12 1964 M these arrangements meet with your approval acceptance of the above by signing two copies of pace provided and return to the writer please signify your this letter in the am sure this arrangement will be mutually profitable Very truly yours VE ERN FIRR GLASS PRODUCTSPRODUCTS CO GOA 2. BLACKWOOD VICE 2 SIDENT IN CHARGE OF SALES GBB bif ACCEPTANCE BY i - Air Conductors Steve Ramacy President . . f Fa 1a _Z ee fl Date of Acceptance MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on March 10 1964 starting at 10:00 A.M. The meeting was recessed at 3:00 P.M. and reconvened at 10:00 A.M. March 19 1964. This meeting was for the purpose of transacting any and all business per- taining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and cbject of such meeting The following directors were present Harry A. Dutton Jr. President A. W. Burroughs President - Treasurer G. B. Blackwood President in Charge of Sales C. A. Leighton Secretary Mr. Dutton opened the meeting asking for a review of old business The following items were discussed and acted upon 1 It was pointed out that Mr. Moore has been advised that his present contract will be revised as of June 30 1964 and all members of the board were requested to present their ideas as soon as possible along these lines 2 The progress on supplier contracts was reviewed by Mr. Dutton 3 Mr. Burroughs reported on his negotiations for a new lease on the company's office and warehouse at 739 Bryant Street San Francisco This was discussed in detail and the following motion was offered by Mr. Burroughs That we accept the offer of the Crocker Bank for a new two year lease at 420.00 per month starting March 15 1964 and ending March 15 1966. This was seconded by Mr. G. 5 Blackwood and unanimously carried 4 The new group insurance program as presented by the Fred S. James Company was again reviewed and approved per Exhibit 1 their letter of March 3 1964. Mr. Burroughs made a motion that we accept their plan and rates as shown in their proposal This was seconded by Mr. C. A. Leighton Sr. and carried 5 The Rocky Mountain and Texas areas were reviewed further but passed until a subsequent meeting 6 Errors Errors Errors Errors and omissions insurance was pas sed over pend- ing more details 7 Mr. Blackwood requested action prior to April 1 1964 on the several plans discussed for product manager and sales- men's base salary and overhead factory as the new men recently employed are working on one base vs. the old time employees on the old pattern It was agreed to finalize this at the next meeting which was then set for March 30 1964 8 After a general discussion of minor items under old business Mr. Dutton asked for new business 9 Mr. Burroughs pointed out that for several years we have been carrying Accounts Receivable insurance but the benefits vs. cost have reached the point of no return to Western Fibrous Glass Products Company The new premium would be 3,622.00 per year but we would have to absorb a loss of 13,470.00 before receiving any relief under the policy Mr. Burroughs made a motion to desist from renewal of the policy This was seconded by Mr. Harry Dutton Jr. and unanimously carried 10 Mr. Blackwood requested a procedure on handling obsolete inventory in the various branches He presented a proposed bulletin for study and action at a later meeting at which time the matter of returns and rejections could be analysed and incorporated in the overall inventory control problem to be resolved prior to June 30 1964 There being no further business to be brought before the f meeting it was adjourned at 12 noon GORDON BLACKWOOD ATTEST \. fl C. A.LEIGHTON LEIGHTON fl MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on March 30 1964 at 10 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory and law requirements as to notice of time place and object of such meeting The following directors were present Harry A. Dutton Jr. President A. A. W. Burroughs President - Treasurer G. B. Blackwood President in Charge of Sales 3 C. A. Leighton Sr. Secretary Mr. Jutton opened the meeting asking for a review of old business 1. Mr. Burroughs advised the consummation of the new two year lease for 739 Bryant Street San Francisco also that the data for Error & Ommission Insurance had been turned over to the Insurance agency for review 2. Mr. Dutton presented a detailed summary of Supplier Contracts and the progress in bringing these into uniform status 3. He then requested the Treasurer's report prior to the next item of old business This was given by Mr Burroughs and reviewed by those present . Mr. Dutton then asked for a detailed review on the proposed new base salaries for salesmen and product managers together with new quotas and overhead factors to be met prior to commission being paid all to be effective April 1 1964 Mr. Blackwood presented his proposed program which was reviewed in depth and discussed in great detail Mr. Blackwood made a motion that his salary incentive for salesmen and product managers per Exhibit attached be made affective as of April 1 1964. This was seconded by Harry Dutton and unanimously carried There being no further business to be brought before the meeting it was adjourned at 1 P.M.P.M. H Dutton Jr. LE A. Buroughs Burroughs Laron Laron Gordon Blackwood ATTEST C. A. Leightch Sr. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on July 9 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present Harry A. Lutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton opened the meeting and requested a report on the company's currant financial position This was given by Mr. Burroughs in detail The following old business was then reviewed Mr. Burroughs reported that the errors and ommission insurance cannot be written and the matter is being dropped The official overhead figures for the six months ending December 31 1963 were passed cut and reviewed to determine the approximate changes during the six months period ending June 30 1964 The Musak situation in Los Angeles was again put over for further study in view of the fact that this system also functions as a call and paging unit The Shear for cutting laminates in Los Angeles being in bad repair it was decided to sell same and have this cutting done by local fabricating shops The commission and incentive pattern for salesmen and product managers was again reviewed and Mr. Dutton made a motion seconded by Mr. Blackwood to adopt the plan developed per copy attached for the Second Quarter of 1964 and use this plan as a pattern until changes might be required This was unanimously carried Under new business Mr. Dutton reported we had been offered a California distributorship by Pittsburg Corning Co. on their Foam Glass and Unibestas products It was moved by C. A. Leighton and seconded by A. W. Burroughs to accept this franchise and unanimously carried Mr. Dutton then gave a comprehensive report on the Connecticut Hard Rubber Company vs. Permacel lines and suggested that further study be given to the overlapping items that might lead to the necessity of working with one or the other exclusively The General Electric Company's commission offer of % on Laminate sales made through the balance of 1964 by others to Packard Company was discussed in detail and a motion made by Mr. Burroughs seconded by G. B. Blackwood to accept same Motion carried unanimously Mr. Burroughs brought up the fact that occasionally documents of minor importance requiring the signature of the Secretary had to be held up as Mr. Leighton was not in the office every day It was agreed to name Angelo Craviato assistant to the Secretary with authority to sign minor documents for expediency only at the discretion of Mr. Dutton President Mr. Blackwood asked for a further review of the new IBM telephone ordering device and after a detailed report it was agreed to try this in the Los Angeles office for three months at a cost of approximately 165.00 per month This motion was made by Mr. Dutton and seconded by Mr. Burroughs and unanimously carried There being no further business to be brought before the meeting it was adjourned at 1 P.M. er Donough Lea Donough Donough A. W. Donough don Blackwood Blackwood Blackwod Gordon Blackwood ATTEST " " Sr. C. A. Leighton Sr. Distated by C.A.L.Sr. July 14 1964 SORU ANDE TRS OTTI ER O PAN TE In addition to the regular base salaries paid to Sales Engineers and Product Managers the following additional comiacions will be paid quarterly starting with the quarter anding June 30 1964 1 1 Fer falsa kuzimmer a Those receiving the maxiom base pay will be given a commissioonf 10 an the gross profit they male in excess of 12,000.00 per quarter b Sales Trainees and Junior Salammer will be given a commission of 10 en the gross profit they make which exceeds five times the salary paid to them per quarter 2 roduct Mapata t^ a Each Product Manager will be assigned a division overhead to be not before commai re s pais d whi icho ovn erhs ead is made up as follows! 1 For himself 12,000.00 per quarter 2 For each Sales Engineer working in his division full time at a bass pay 12,000.00 per quarter 3 For each Sales Trainee not rece mai ximuv m bi asn e pg ay five time his salary for the quarter 4 Where 2 and 3 above work partially for their divisions their proportion of overhead based on gross profite made par division will be assGOOD~ 5 When the Product Manager's Division's gress profit his division's overhead quota par quarter he will of 10 on this excess par quarter ends be given & commission b In addition for each salesman working under his full time and meeting his quarterly gross profit quota the Product Manager will receive 150.00 dee this salsom per quarter For each sale wos rkim ngepan rt time for the Product Manager's Divisioning Divisioning Divisioning his quarterly overall gross profit quota the Product Manager will receive that percent of the 150.00 in direct proportio to the gross profit made for his division versus other divisions CALI MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on August 3 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs G. B. Blackwood Vice President - Treasurer Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton opened the meeting with a review of the Electrical Division Personnel situation both outside sales- men and city sales desk men A lengthy discussion followed during which it was agreed that certain inside personnel should not be considered as future outside salesmen Mr. Dutton then reviewed the proposed arrangement with Automatic Circuit Electronic Service of Sacramento known as the Aces and our possible liabilities under their contractual processes where Westglas might be required to advance funds to finance labor etc. It was agreed to carry on these negotiations and to secure further information on Bonds as guarantee to protect Westglas Items of old business were reviewed and passed over until the next Board meeting There being no further business the meeting was adjourned at 12 o'clock noon MAA Z H. A. Dutton Jr. Z a \ ; ae C. A. Leighton Sr. G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the residence of Mr. A. W. Burroughs 901 California Street San Francisco California on September 10 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting . The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales 1 C. A. Leighton Sr. Secretary The meeting was called to order by Mr. Harry A. Dutton President The following old business was discussed briefly with several items marked x put over until the afternoon session 1. The pending arrangement with the Aces 2 Prestolite Wire and Cable proposal x x 3 Central Purchasing 4. Central Billing auditor auditor Mr. Dutton then stated that he wished to review the ereditors report for the fiscal year ending June 30 1964 as prepared by Alexander Grant & Company of San Franciscc This report was analyzed in detail and as this audit showed an operating loss for the period it was acknowledged that the company must either increase sales and gross profit or cut back the overhead to match the projected present overhead Mr. Dutton then presented to the Board a most complete and comprehensive survey of past and projected new lower overhead figures to meet the present problem until sales and gross profits increase to show net profit returns to the Company The Ecard heartily congratulated Mr. Dutton on his fine detailed report and Mr. Burroughs made the following motion seconded by Mr. C. A. Leighton which was passed unanimously That the new annual Budget Figure of 74,000 per month as projected by Mr. Harry Dutton be set to begin January 1 1965 but in the interim period between now and January 1 1965 everything possible be done to accomplish these reductions as soon as possible These reductions per year and per month over the 19631964 overhead figures to be as follows PREDICTED REDUCTION IN OVERHEAD Overhead Items Reduction Per Month Reduction Per Annual Year Travel Expense Telephone and Communications Expense Central Billing Central Purchasing Warehouse Consolidation Pension Payments Stationery and Supplies Bad Debts Salesmen's Expense Accounts Miscellaneous Bonus to Employes Gratuities Sales Aids Christmas Cards , etc. 2 200 1,250 1,666 1,450 500 2,084 208 1,042 350 417 9,167 9,9,116767 12 $ 110,004 3 2,400 15,000 20,000 17,400 6,000 25,000 2,500 12,500 4,200 5,000 $ 110,000 The cost reduction of Central Billing was again reviewed and after a further presentation by the representative of the Burroughs Company the following motion was made by our Mr. A. W. Burroughs seconded by Mr. C. A. Leighton and carried unanimous- ly That a Burroughs E 2100 bookkeeping machine be leased on a basis to be determined later delivery approximately January 1 1965 to make possible central billing from the San Francisco office for all branches and the reduction in overhead by eliminat- ing separate billing divisions in Los Angeles and Seattle offices The cost of this new equipment to be approximately 500.00 per month or less depending on the lease arrangement Central purchasing was again reviewed and it was agreed to start this pattern as soon as possible with the San Francisco office the functional headquarters After a long and searching review of all other proposed cverhead cuts and sales predictions for the new fiscal year the meeting was adjourned at 4:00 P.M. , H. A A. DutAtoin ee Jr. AY Dutton urroughs Li aebor fi G. B. Blackwood ATTEST ; bs CY C. A. Leighton Sr. * MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the office of the Company 739 Bryant Street San Francisco California on September 25 1964 at 10:30 A.M. following the Annual Stockholders meeting for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following directors were present H. A. Lutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton call for the reading of the minutes of the previous directors meeting which were approved as read Mr. Dutton then asked for the Treasurer's report and the company's financial position was reviewed in detail by Mr. Burroughs and approved Under old business Mr. Burroughs stated that the E2100 bookkeeping machine had been ordered as of September 11 1964 for delivery approximately January 1 1965 and after a discussion of the matter it was agreed by all present that we would negotiate a three year lease for this piece of equipment if possible direct with the Burroughs Company Mr. Dutton then gave a complete review of the current position with the Aces and also want into detail on the proposed Prestolite distribution agreement Under new business Mr. Blackwood enumerated and explained the five new distributor lines that we now have or are in the final process of negotiations He also reviewed the company's present sales policies that are expected to increase gross sales in the very near future Mr. Dutton explained Pyle National Company's distributional proposal which involves carrying approximately 5,000.00 worth of stock and after discussion of this contract a motion was made by Mr. Blackwood seconded by Mr. Harry A Dutton Jr. to accept their contract proposal There being no further business the meeting was adjourned at 12 o'clock noon Kel) 7 L ; H. A. Dutton Jr. C. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on October 29 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H.A. Dutton Jr. President A.W. Burroughs Vice President - Treasurer G.B. Blackwood f Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton opened the meeting and asked for the Treasurer's report on the company's current financial position Mr. Burroughs reviewed this in detail and advised further that the bank had not changed our loan limits or reserve requirements after reviewing our June 30 1964 statement It is expected they will check further after the December 31 1964 figures are available Mr. Dutton then gave a detailed report on the progress of overhead item backs in line with the present austerity program to tailor the overhead to meet the present and projected gross income The Prestolite Wire & Cable distributorship proposal was discussed but action deferred until inventory requirements if any are resolved and a definite written proposal is received from them The letter of Agreement dated October 15 1964 between the Aces and Westglas was again discussed after which Mr. Blackwood made a motion to accept this Letter of Agreement with verbal reservations as outlined by Mr. Dutton This motion was seconded by Mr. Burroughs and carried unanimously Mr. Blackwood gave the progress to date of negotiations and business in prospect with the Teckform Co. of Venice California whom we expect to represent on their products no stock being required Mr. Burroughs reviewed for the Board his summary of purchase option on the E 2100 accounting machine After a lengthy discussion the majority option was for a 5 year lease plan but Mr. Burroughs was asked to secure further lease costs from other companies and report at a later meeting Mr. Dutton gave a comprehensive report with graphic details explaining our current purchasing position with the Gustin Bacon Co. coastwise and the concessions secured from them to improve the gross profit made on some of their products Mr. Dutton then passed out a detailed overhead breakdown of the San Francisco office by Divisions for the year ending June 30 1964 as prepared by Mr. Burroughs Each item of overhead was discussed and each division's problems analyzed and the effect of certain sales personnel changes considered Mr. Dutton suggested that each member of the Board study these figures carefully for a later review Mr. Blackwood gave a report of actual and prospective sales under the new distributor arrangement and plus potential on several of our old line accounts At the close of this report the meeting was adjourned at 1:00 P.M. / ae Cal 2 H. A. Dutton Jr. 2 A. W. Burroughs G. B. Blackwood ATTEST op as \ a Nee : ares | " A. Leighton St. MINUTES CF A SPECIAL MEETING OF THE BOARD OF DIRECTORS CF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on November 11 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corpora- tion and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs President - Treasurer G. B. Blackwood [ President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton requested the minutes of the October 29 1964 meeting which were read and approved as written Mr. Burroughs then gave a detailed report on the corporation's current financial position which was discussed in detail Under old business the following items were again discussed 1. The company's entire Plastic Division program was reviewed by Mr. Dutton showing the gross losses sustained and the reasons for same during the fiscal years of 1962 through 1963 and the 3rd quarter of 1964. It was agreed that some action must be taken to correct the situation and final action was passed to the meeting scheduled for November 16 1964 2. The Rocky Mountain sales office was also reviewed and definite action is to be taken after receiving C. A. Leighton Jr.'s report on his current trip 3. Action to renew the Auditors contract with Alexander Grant & Company was deferred until after January 1 1965 4. The Musak contract for the Los Angeles office was reviewed and it was agreed to discontinue this item of Los Angeles overhead as soon as practical under our contract with them 5. It was also agreed to dispense with free soft drinks for the Los Angeles office Either they are to pay for same personally or a proper vending machine be installed Free coffee for all offices was approved 6. Mr. Blackwood reported that we are now representing Techform Laboratory Inc. of Venice California on a no stock required basis Mr. Blackwood then made a motion to accept this arrangement it was seconded by Mr. Dutton and passed unanimously Mr. Dutton then asked that items of new business be waived until he had an opportunity to present Phase # of the Austerity Program to bring the overhead down now to forestall any further Net Worth decline A complete graphic review of overhead was presented showing what had been accomplished and action necessary to finalize this problem- It was then agreed that all executive salaries be lowered on a temporary basis until gross and net returns justified the repayment of these cuts to their present basis retroactive These cuts to be effective November 15 1964 as agreed and to show on the company's payroll records This total reduction will amount to 24,900 per year Under new business the lease on the Los Angeles office and warehouse was reviewed and it was agreed to again con- tact the present owner Agent Mr. Porter to negotiate a new lease on the basis of five years with an option for five more years on the best terms possible After a general discussion of other current problems the meeting was adjourned at 1:00 P.M. ~) (CE Ce Jr. H. A. Dutton Jr. G. Dancesphe B. Blackwood OS aN ay o. A. Leighton Sr. SomaVn2 7 ee MEMORANDUM OF UNDERSTANDING This is to confirm our understanding that the agree- ment between us of January 1 1964 is amended as follows 1 Effective November 15 1964 annual compensation will be the sum of 15,000.00 a year instead of 25,000.00 a year 2 The year option provided in paragraph 12 of the agreement shall be increased to a year option Dated November 11 1964 WESTERN FIBROUS GLASS PRODUCTS COMPANY by ItsES Phendant Its - So, Gordon ns Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on November 16 1964 at 9:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corpora- tion and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton opened the meeting and invited C. A. Leighton Jr. to attend for a discussion of the overall plastic division problems and to hear his report on the recent Salt Lake - Denver trip After a lengthy analysis of the mountains potential sales vs. overhead it was agreed to immediately close the present Ogden Lake office and to terminate Mr. Brady's services at once with two weeks severance pay The office furniture to be disposed of to bring the best return possible A frank and factual discussion then followed re the San Francisco Plastic Division seeking ways to make this division profitable All possible overhead reductions are to be made and C. A. Leighton Jr. will split the sales territory and accounts with Jim Fuller to bring in more business and to pay commissions only as justified This will be reviewed again as of January 1 1965 As a result of the overall plastic review it was agreed to deactivate the Los Angeles plastic sales efforts and to immediately terminate Mr. Adams services with one week's severance pay C. A. Leighton Jr. then left the meeting and Mr. Dutton asked for a further discussion of the Northwest offices This matter was analysed and Mr. Dutton's charts and graphs checked point by point an overall pattern of cverhead reductions This was agreed upon and Mr. Dutton stated he would make a trip to Seattle at once to discuss these items with Mr. Tagos and other personnel and to put the plan into effect After a general discussion on other office personnel cuts to take place prior to January 1 1965 the meeting was adjourned at 12 o'clock noon H. A. Dutton C. ca. ca. TAMO C. BBlackwoodFare MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on December 15 196+ at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood C. A. Leighton Sr. Vice President in Charge of Sales Secretary President H. A. Dutton Jr. opened the meeting and suggested that the Board put off regular business and visit a proposed new office and warehouse location at 160 Sylvester Street South San Francisco This site and building was visited and the pros and cons of submitting an offer was discussed in great detail Final action was put over until the next meeting set for December 22 1964 The meeting continued at the company's office with the reading of the minutes of the previous meeting which were approved Mr. Burroughs then gave a detailed report on the company's current financial position which was reviewed in depth Under old business the following items were reviewed and action taken as follows Mr. Burroughs reported on the status of the 2100 Accounting Machine order and the cost of new forms and obsolescence of old forms the two totalling approxim- ately 36,200.00 It was pointed out that the savings through the use of this equipment would more than off- set the above figure in the first year 2 Mr. Dutton reported further on his trip to the Seattle office on November 19 1964 Mr. Blackwood reported on new lines available includ- ing North Electric Co. The status of the two .F contracts with the Aces was reviewed Mr. Blackwood reported the Los Angeles Musak was out as of January 1 1965 It was reported that a meeting would be held in Los Angeles on December 29 1964 re the terms of a new lease for that location with the owners Mr. Dutton reported in detail on the overhead trend past present and final objectives Under new business the following was resolved As part of the present austerity program Christmas bonuses will not be paid this year The standardization of cash discount terms was dis- cussed but due to many variables was dropped for the time being C. Mr. Burroughs reported that Bank of America credit cards were being cbtained for use by company personnel in place of the many other cards now carried The attached resolution for the Bank was offered by Mr. Dutton seconded by Mr. Burroughs and carried There being no further business the meeting was adjourned at 2:30 P.M. a - . MO ee : { Harry A. Dutton Jr - 2), A. ~ a LE, Burroughs A. a scright scright scright scright scright PSEAEL ew . G. B. Blackwood ATTEST ATTEASTTTESATTTEST C. A. Ley ightoneSecretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on December 22 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer C. B. Blackwood C. A. Leighton Sr. Vice President in Charge of Sales Secretary Mr. Dutton opened this meeting and waived the reading of the minutes of December 15 1964 meeting until a later date The treasurer's report was then given by Mr. Burroughs who reviewed the company's current position and normal year end fiscal closing problems The proposed new warehouse and office site located at 160 Sylvester Street South San Francisco was again dis- cussed in detail and the following motion made by Mr. Dutton seconded by Mr. Burroughs and unanimously carried To make an offer through Coldwell Company agents to lease the above premises for a period of ten years at the terms stipulated Mr. Dutton then opened a discussion on the past present and future cost to the company of the Pension Plan Mr. Burroughs pointed out that under present conditions the payment of the annual premiums now due for 1965 would impose an added burden on the company's current financial position The possibility of a moratorium on these pension payments by the company was explained analyzed and discussed in detail Mr. Dutton then proposed the following motion seconded by Mr. Blackwood which was passed unanimously That a moratorium be applied on the Pension Plan premium payments now due for the year 1965. That this moratorium be reviewed prior to December 1 1965 for action to withdraw cr renew required for 1966 There being no further business the meeting was adjourned at 12:30 P.M. Oe er $d L OAL 4 tlle Harry A./Dutton A./Dutton Jr. y W. . SOLE A : A. s But roughs y Burroughs ct BE A W. Burroughs WA / Vya) ( G. B. WE be K Blackwood K TO C. A. Leighton Secretary WESTERN FIBROUS GLASS PRODUCTS COMPANY WESTGLAS 739 BRYANT STREET ' SAN FRANCISCO 94107 SAN FRANCISCO + CALIFORNIA - PHONE 781-5967 CERTIFIED COPY OF RESOLUTION Meeting of the Board of Directors of held December 27 1964 at the office San Francisco California Western Fibrous of the Company Glass Products Company 739 Bryant Street During this meeting a resolution was passed to declare a moratorium on the current year's payments to the company's group pension plan with the Manufacturers Life Insurance Company Mr. Burroughs as Treasurer was instructed to follow through with the moratorium with the Manufacturers Life Insurance Company to see if such a moratorium could be arranged and if so to determine whether or not Manufacturers Life Insurance Company would hold all employees accumulated pension fund for their individual accounts in the same manner as though this moratorium had not been declared All other conditions pertinent to the plan as established to remain status quo during the moratorium period DIRECTORS HarrAy. Dutton Jr. ATTEST C. A. Leighton Sr. Secretary Gordon B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBRCUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on February 2 1965 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following directors were present H. A. Dutton Jr. President A W. Burroughs Vice President - Treasurer G. B. Blackwood . Vice President in Charge of Sales Mr. Dutton called the meeting to order and in the absence of Mr. Leighton requested Mr. Burroughs to read the previous minutes which were approved Mr. Dutton reported con concluding a new lease on the Los Angeles office and warehouse which terms were unanimously approved Actual signing of this lease was held in abeyance temporarily as the present lease does not expire until the end of 1965 Mr. Burroughs reported that our proposel to lease 160 Sylvester property was turned down by the owners representat- ive and the matter closed Mr. Dutton reviewed the proposed revision to Don Starr's commission pattern to be acted on at the next meeting The meeting was adjourned at 12 noon The te zxKe H. A. Dutton Jr. | W. Burroughs L(A be pore G. B. Blackwood ATTEST = A. Leighton Secretary MINUTES CF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on March 2 1965 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer ; G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton opened the meeting requesting the report on the company's current financial position Mr. Burroughs reported and the figures given were thoroughly reviewed Mr. Dutton then gave a comprehensive report on the status of all items of overhead supported by exhibits and the revised figures for the target date of April 1 1965. A complete review of all current personnel sales office and warehouse was also presented and discussed toward the goal of lower overhead and increased efficiency The Pyle National deal for a fabricating department was again looked into and put over until a later date pending further study of inventory and tooling costs Mr. Dutton again explained the need for reviewing Don Starr's commission set and reviewed the revised approach to this problem per memo attached Mr. Blackwood moved to approve this revision to effective for the 4th quarter of 1964 and reviewed each quarter thereafter This motion was seconded by Mr. Dutton and carried The San Francisco Plastic Division was studied in depth and it was agreed that the salvation of this department lay in cutting the overhead by reducing the active sales force from two and half to one and half men Mr. Blackwood gave a report on the activities of the company's three manufacturers representatives in Portland Denver and the Oklahoma areas The meeting was adjourned at 2:30 P.M. - W W . y fi MERE Sn H. Dutton Jr. ia ATTEST G. B. Blackwood C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on March 31 1965 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and cbject of such meeting The following Directors were present H.A. Dutton Jr. President A.W. Burroughs President - Treasurer C.A. Leighton Sr. Secretary Mr. Dutton opened the meeting requesting the Treasurer's report which was given and reviewed by Mr. Burroughs Mr. Dutton then asked for final consideration on the National Company's ZZM line per his report of September 4 1964 and the Pyle letter of March 9 1965. It was felt that the increased inventory of approximately 20,000.00 would be largely offset by returns of General Electric Company and Gustin Bacon slow moving inventory for credit Following a general discussion the following motion was made by Mr. Dutton seconded by Mr. Burroughs and passed to wit That Westglas accept the National Company's proposal to assemble and act as their distributor on their ZZM products including a milling machine approximately 1,200.00 and Dies 34,000.00 to 5,000.00 machine dies and inventory to be shipped not before June 1 1965 The meeting was adjourned at 12:30 P.M. 7? a H. A. Dutton Jr. 7 ATTEST C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on April 6 1965 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary The meeting was called to order by President Dutton who requested a treasurer's report on the company's current financial position This was reviewed in detail and for the benefit of Mr. Blackwood a resume was given of that morning's 9 A.M. meeting with Mr. C. J. Rossi manager of the Bank of America 151 Market Street Branch at which time facts and figures were presented to the bank based on the company's December 31 1964 Financial Statement together with figures of the reduced overhead and the upward trend in sales and gross profits The file on old business was then reviewed and passed on for later consideration General items of new business were discussed but definite action postponed until the next meeting on Enterprise phone number for five peninsula locations as a convenience to buyers and new product cards for the three divisions The meeting was adjourned at 12:30 P.M. H. A. Dutton Jr. Z G. B. Blackwood ATTEST ATTEST ATTEST AY Loe C. A. Leighton ? Secretary S MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN WESTERN WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on May 20 1965 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we nereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. A .. Burroughs Vice President - Treasurer 3. S. Blackwood Vice President in Charge of Sales 3. A. Leighton Sr. Secretary Mr. Dutton opened the meeting and reviewed for the benefit of Mr. Blackwood and Leighton the results of his and Mr. Burroughs meeting in the Company's office on April 30 with officials of the Bank of America re the status of the present loan accommodations In view of anticipated improvement in Sales and gross profit and the hold the line policy on overhead the Bank has agreed to continue their present loan policy until October 31 1965 at which time there will be a further review The Treasurers report was given by Mr. Burroughs which indicated an im rovement trend over the past several reports Mr. Dutton presented a new overhead chart showing the 1965 monthly overhead vs. averages for 1964 which will give compre- hensive information at a glance and pinpoint items requiring further study phone number for the peninsula vas again reviewed and tabled for an indefinite period The terms of the new tw year lease of 275.00 per month for the Seattle warehouse and office were approved also expen- ditures of not to exceed 500.00 for warehouse improvements was c.k.'d At the request of Mr. Blackwood the item of advertising desk pads in the amount of 375.00 was approved for purchase as of 7/1/65 providing the increase in gross profit continues to 7/1 Mr. Dutton requested that a study be made of all our sup- pliers from the standpoint of gross profit derived and reasonable delivery time If this study shows weaknesses steps should be taken to correct same or eliminate or replace these accounts Mr. Mr. Blackwo d BlaBlackwoocd kwood made a report on future sales showing an an opopttimisticimistic optimistic optimistic optimistic trend trend but pointed out certain weak spots that must be corrected to have the correct balance of salesmen to sales potential The subject of the Company's sales representatives in out- lying areas was reported on by Mr. Blackwood He advised that a change was contemplated in the present Texas representative to one who would be more active in our behalf Also to assist the Portland Electrical sales effort it was agreed to put our repre- sentative there on guaranteed remuneration basis of 150.00 per month to be deducted from earned commissions on the basis that we would eliminate the cost of our present answering service this to be borne by our rep Mr. Vorhess This arrangement to be on a trial basis for 6 months cancellable by either party on 30 days notice The meeting was adjourned at 2:30 P.M. | KaasAA.cee4 _ H. A. Dutton Jr. : AA TTEST T T ATATE TTEST EAS STTTET ST SWISecre 3. A. Leighton Secre Secre G. B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS CF WESTERE FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on June 15 1965 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood S Vice President in Charge of Sales C. A. Leighton Sr. Secretary The meeting was opened by President Dutton who requested the reading of the previous meeting minutes which were approved as read Mr. Burroughs then gave a report on the company's current financial position indicating a continuing trend for the better It is expected that all discounts offered will be utilized when paying the July 10 1965 accounts payable The Enterprise phone number for three peninsula locations namely Mountain View Sunnyvale and Palo Alto was again reviewed and it was agreed to order this service for a ninety day trial basis as an unlisted number A general discussion then followed re Los Angeles and San Francisco office personnel and the use of the best parts of both office procedures for the overall use of all offices Mr. Blackwood reported on recent material thefts from the Los Angeles warehouse back platform and steps taken and to be taken to stop further losses and if possible locate the culprits Under new business the following matters were discussed and acted upon It was pointed out that the Seattle warehouse was in need of a time warehouseman to cut down the present overtime being paid out It was agreed to try out on a temporary basis a half time man at approximately 2.00 per hour Don Starr's request for a review of his commission contract was put over until the Second Quarter's figures are available Catalog covers for the Northwest and San Francisco Plastic Divisions was analized and the purchase of one hundred authorized Mr. Blackwood then gave an extensive report on clerical procedure creating loss of business due to slow deliveries and problems of giving quick answers to customers re the status of their orders Suggested improvements by all members of the Board in conjunction with key office men will be put into effect to improve this service Mr. Burroughs presented the running monthly summary the Company is giving the bank and was complimented on the completeness of his report The meeting was adjourned at 2:30 P.M. after setting the next meeting date for July 6 1965 AA title, fo H. A. Dutton Jr. fs? Ss ; G. B. Blackwood | t \e ~ WX ". . Sc = 4} A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS AT WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on July 6 1965 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present F. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Dutton opened the meeting and asked for the reading of the previous meeting's minutes These were approved Mr. Burroughs was requested to review the company's current financial position and his report again indicated an improved trend Mr. Dutton reported the trial Enterprise telephone number for the three Peninsula areas was put in service as of July 1 1965 A discussion followed in reference to the arrival of the ZZM Connector stock and the assembling space and other factors involved Mr. Blackwood was requested to make a study and report on the increase in out freight costs of the Los Angeles office The San Francisco Electrical Division overhead was again reviewed and with the recent resignation of one of the serior salesmen it was expected that this division would soon be in the black Mr. Dutton then gave a detailed report on overhead items indicating that the goal set had been practically reached and improved sales would again place the company in a satisfactory position of gross and net earnings The proposal of the Teleconomy Company in reference to savings in telephone service as amended for the Los Angeles office was accepted as of July 1 1965 Mr. Blackwood requested a discussion on advertising in trade magazines buyers guides and telephone yellow sections It was agreed to hold these media to a bare minimum Purchases from suppliers for the month of May was analyzed and problems with certain suppliers discussed and checked for improvement in representation for our mutual benefit The meeting was adjourneadt 2:00 P.M. ATTEST C.Q C. A. Burroughs Burroughs G. B. Blackwood G. Secretary ae oN MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held following the annual stockholders meeting at the offices of the company 739 Bryant Street San Francisco California on September 15 1965 at 4:15 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements to to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. A. W. Burroughs C. A. Leighton Sr. Mr. Dutton opened the meeting asking for the nomination of officers for the ensuing year Mr. Leighton placed in nomination the names of the pres- ent officers for reelection namely H. A. Dutton Jr. A. W. Burroughs President Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary Mr. Burroughs moved the nominations be closed seconded by Mr. Dutton and all officers were reelected unanimously At the request of President Dutton Treasurer Burroughs reviewed the company's current financial position and this was discussed in detail The Swedlow Distributorship was again reviewed but tabled until the next meeting at which time Mr. Blackwood would be present with further details It was noted that the trial Enterprise telephone number has been cancelled Mr. Burroughs commented on a change in accounting procedure to forestall any commissions being paid to sales- men on gross profit before prepaid freight is deducted Mr. Leighton reported on his trip to Seattle early in September and turned these notes over to Mr. Dutton and Mr. Burroughs for further evaluation The meeting was adjourned at 5:30 P.M. H. A. Dutton Jr. aS Sy ATTEST fuckto C.R. fuckto C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BCARD OF DIRECTORS CF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meetinwags held at the offices of the Company 739 Bryant Street San Francisco California on November 16 1965 at 10:30 .M for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following directors were present H.A. Dutton Jr. President A.W. Burroughs Vice President - Treasurer G.B. Blackwood Vice President in Charge of Sales C.A. Leighton Sr. Secretary The meeting was opened by President Dutton who asked for the reading of the previous meeting minutes which were approved as read The treasurer's report was requested and Mr. Burroughs furnished the Board with the company's consolidated financial statement as of September 30 1965. All items of expense were carefully reviewed to explore any further cuts to help increase the improved situation shown It was pointed out however by Mr. Burroughs that the current cash position had not changed during the last quarter as the 30,790.00 net worth gain was offset by an inventory increase of 48,000.00 in the same period Mr. Blackwood asked for a review of this inventory increase and steps will be taken to reduce this as soon as possible Mr. Blackwood reviewed the split commission problem and after a general discussion it was agreed to adjudicate each deal on its merits Mr. Douglas Peterson representing the Insuree of the Pension Plan was invited into the meeting to explain the ramifications of cancellation or continuation of the now dormant pension plan After a question and answer session it was requested that Mr. Burroughs provide additional employee and payroll data to Mr. Peterson who will then give us exact cost figures for further consideration at the next board mesting Mr. Dutton Mr. Peterson was thanked gave a further report on and the excused contract with the Aces which is set for review January 1 1966 Mr. Burroughs advised that the agent for the rental of the 739 Bryant Street property has indicated their willingness to renew the present least for three years from March 1966 with some minor modification now being negotiated Mr. Dutton made a report on possible needed repairs to the Berry Street warehouse A survey is being made by a competent engineer and this matter will be further reviewed at a later meeting Credit granting policies of Los Angeles and the North West were reviewed Mr. Dutton requested Mr. Burroughs to formulate a definite policy of credit granting and limits for Los Angeles and put same in writing and have Mr. Blackwood deliver this to Mr. Phillips to forestall any further Accurate Insulation situations A general discussion followed re office improvements to increase efficiency The new telephone system in Los Angeles was cited and a survey has been ordered for San Francisco's possible use San Francisco's office lighting is also being surveyed to increase candle power per desk for the employees benefit Next board meeting is set for December 8 1965 Meeting adjourned at 2:30 P.M. H.A. Dutton Jr. Ko ATTEST . Flecknock Flecknock Flecknock G.B. Blackwood caf caf C.A. Leighton Secretary~ MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Bryant Street San Francisco California on November 29 1965 1965 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time plaplace cplacee and object of such meeting The following Directors were present H. Dutton Jr. President A. W. Burroughs Vice President - Treasurer C. A. Leighton Sr. Secretary President Dutton opened the meeting stating that this meeting was for the sole purpose of finalizing a decision on the pension plan which must be acted upon by December 1 1965 Previous discussions were reviewed re the reinstatement of the now dormant pension plan and the facts and figures given ir Mr. Peterson's letter of November 23 1965 representing the Manufacturer's Live Insurance Company the pension plan insuree It was pointed out that the original concept of the plan was to hold valuable employees in the Westglas organization This part of the concept has not functioned to the company's benefit To reinstate the pension plan would cost the company approximately 5,000.00 in December 1965 and approximately 24,000.00 annually starting in December 1966 Srafdter discussing this heavy burden burden burden burden of expense vs. the benefits to the company and individuals the following action was made by Mr. Dutton That the present pension plan contract with Manufacturer's Life Insurance Company be terminated as of December 1 1965. The motion was seconded by C. A. Leighton and pass unanimously An announcement to the company's personnel was discussed advising them of management's decision and the reasons therefor including the monthly pension paid in to date for their benefit at retirement age and cash value at separation prior to retirement age The details and extent of the above announce- ment will be prepared by President Dutton and made part of these minutes by attachment Meeting adjourned at 11:45 A.M. ALYb lhe 7 SCrE ed H. A. Dutton Jr. A. W. Burroughs ATTEST G. B. Blackwood C. A. Leighton Secretary MINUTES CF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN WESTERN WESTERN WESTERN WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on December 6 1965 at 11:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. M. Burroughs G. B. Blackwood Vice President - Treasurer Vice President in Charge cf Sales C. A. Leighton Sr. Secretary The meeting was opened by President Dutton who requested the reading of the previous minutes which were approved as Mr. Burroughs then gave the treasurer's report and revieved the company's current financial position He advised that the bank had continued the present credit line for another six months after receiving the company's financial statement as of September 30 1965 Mr. Dutton again reviewed the contract agreement with the Aces and it was felt that pending business would indicate a temporary continuation with a further review the latter part of the first quarter of 1966 The progress of Eerry Street Warehouse repairs was outlined and the additional space required during these alterations and after at 151 Rhode Island Street The announcement to all employees re the pension plan termination was discussed and it was agreed to issue same after January 1 1966 under Mr. Burroughs signature A full didiscusion scussion discussion discussion then followed as to the best and most practical methods to forestall any further detrimental credit granting problems in the Los Angeles area Mr. Burroughs was instructed to take over active jurisdiction of credit limits in this area and to issue immediately the new policypolicy program as prepared prepared PaPast st due due accounts will be reviewed at future Ecard meetings for the mutual efforts of all parties conccone cerned rned After a review of general business items including including including including incluindcliudnigng including fire overall fire insurance coverage on merchandise in varicus PM locations the meeting was adjourned at 2:30 PM H. A. Dutton Jr. a A ~ via LA G.B. Blackwood ATTEST ne) ~A Y Oy Leighton Secretary Secretary C. A. Leighton Secretary MINUTES OF THE ANNUAL STOCKHOLDERS MEETING OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held in the offices of the company at 739 Bryant Street San Francisco California on September 25 1964 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following stockholders were present Harry A. Dutton Jr. representing 416.67 Shares A. W. Burroughs representing 53.125 Shares C. A. Leighton representing 312.50 Shares 782.295 Shares equatlo 83.5 of the voting shares Mr. Dutton opened the meeting by requesting the reading of the minutes of the previous annual stockholders meeting in September 1963 These were approved as read Mr. A. W. Burroughs stated that the auditors report prepared by Alexander Grant & Company for the year ending June 30 1964 had been mailed to all stockholders Mr. Harry A. Dutton commented on the passing of Mr. J. O. Martin who had been a director for many years and his re- placement by Mr. G. B. Blackwood who joined Western Fi rous Glass Products Company on January 1 1964 It was brought out that the by laws allows up to five directors but for the past several years four have carried on the business of the company with one vacancy It was agreed to continue with four directors for the time being Mr. Dutton then called for the nomination of Directors for the annual year and Mr. C. A. Leighton moved to re- nominate all present directors which was seconded by Mr. A. W. Burroughs who moved the nominations be closed and the following directors were elected for the year ending June 30 1965 unanimously H. A. Dutton Jr. President A. W. Burroughs G. B. Blackwood President - Treasurer President in Charge of Sales C. A. Leighton Sr. Secretary There being no further business the meeting adjourned at 10:30 A.M. E. E. A. Dutton Jr. |ns on ATTEST Wanye SAN C. A. Leighton G. B. Blackwood H92Y Mr. Mr. H. A. Duston Jr. President President President President President President Los Angeles Calif Sept. 22 1964 estern Fibrous Class Products Co. San Francisco Calif Dear Hr Outton Notice of the annual stockholders meeting of Western Western Fibrous Glass Products Co. along with the Auditors report for the year endin June 30 1964 has been received I had expected to attend this meetin however I now find it to the Under note 3 page 6 in the auditors report dated Jure 30 1964reference is made to a retirement fund agreement with Hr 2. A. Lei.hton hate were the reasons for the initiating of this agreement and is it possible for me to have a breif outline of the agreement requirements In addition please mail me a resume of any and all credits or payments e including wazes commissions expense etc. made by estern Fibrous Glass Products Co. to each een of of its stockholders and covering the years ending te June 30 1958 to June 30,1964 inclusive Respectfully yours 1. 22441313HEOINSZEYLMAWNAY HOLYWOD HOLLYWOOD 20 CANT fo es ( 1414 1414 5 AAV WA : ee " HIR MAIL AIR MAIL MR H. A. DUTTON JR PRESIDENT WESTERN PIROUS GLASSGLAS PRODUCTS CO 739 BRYAN ST SAL PRATPCRATCIISCO SPRACTCIOSCO 7 CALTY tos MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIERCUS GLASS PRODUCTS COMPANY This meeting was held at the office of the Company 739 Bryant Street San Francisco California on September 28th 1965 at 10:30 .. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs G. B. Blackwood President - Treasurer President in Charge of Sales C. A. Leighton Sr. Secretary The meeting was opened by President Dutton who requested the reading of the minutes of the previous Board meeting These were approved as read Mr. Burroughs then reviewed the corporation's current financial position again indicating an improved position over previous reports Mr. Dutton then passed out detailed figures of overhead items for the years ending June 30 1963 1964 1965 and the new estimated monthly overhead for the period starting July 1 1965. All of these figures were analysed in detail to- gether with sales quotas needed for the company's profitable operatior Details of the Pension Fund now static and the time limits for renewal etc. were discussed and Mr. Burroughs was requested to present a summary and have answers to the questions asked at the next Ecard meeting Mr. Blackwood was requested to prepare a firm policy on Split Sales Commissions for presentation at the next meeting The Prestolite Company as a worthwhile supplier was reviewed due to necessary engineering work to obtain sales with low commissions earned It was decided to carry on the present arrangements until December 31 1965 and then again review this matter The present arrangement with the Aces was discussed $ which costs us 85.00 per month in fixed overhead In view of a pendpending ing order which we may secure the present arrange- ments will be continued to December 31 1965 and then cancelled Increased base salaries for Fahr and Summerlin of the Seattle office were approved The problem of increased freight costs as shown on the overhead summaries was gone into in depth to explore all avenues of reducing this cost item through consolidation of - stock transfers cutting down on prepaid orders by carrying proper inventories and educating the sales force to quote F.O.B. point of shipment whenever possible Mr. Blackwood reported on his Eastern trip stressing new contacts made for possible distributorship relations A list of these was given to Mr. Dutton for further study Mr. Blackwood then reviewed certain proposed changes in the Electrical Sales personnel to improve the sales picture in this division After a general discussion on the improving sales picture the meeting was adjourned at 3:30 P.M. Mialeti A. Dutton Jr. G. B. Blackwood A. LeightSoen cretary September 24 1964 Mr. L. A. Heinzelman 2413 Argosy Way Hollywood 28 California Dear Mr. Heinzelman We are sorry you are unable to attend our Annual Stockholders Meeting With reference to the second paragraph of your letter dated September 22 1964 in 1957 this company established a Welfare and Pension Plan whereby any employee became eligible after he had been employed a minimum of five years prior to the commencement of the plan Mr. Leighton has been with this company in excess of the minimum requirement and therefore was entitled to that which had been established to his account The amounts established in each employee accounts vary in accordance with their salaries A booklet covering Westglas benefits is enclosed for your perusal With regards to the last paragraph of your letter stockholder is entitled to reasonable information request is unreasonable every What you Vary truly yours WESTCLAS H H H. A. Dutton President Jr. HAD mc Enc , CC AWB GBB Cal Sr. CAL Jr. 2 extra cc File MINUTES OF THE ANNUAL STOCKHOLDERS MEETING WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company San 739 Bryant Street 14615465 | Francisco 15th at 2:00 P.M. the purpose California of electing on September the Director- ship for the ensuing year The following stockholders were present H. A. Dutton Jr. C. A. Leighton Sr. Representing 416.67 shares or 44.46 Representing 312.50 shares or 33.35 A. W. Burroughs Representing 53.125 shares or 5.67 Barbara Martin Representing 55.875 shares 5.96 838.17 shares or 89.44 Mr. Dutton opened the meeting thanking Barbara Martin for her attendance and invited Charles Martin to stay as a guest as he has an interest in the 16 shares held by the Crocker Bank in trust for the estate of J. O. Martin Mr. Dutton then asked for the reading of the minutes of the last stockholders meeting This was done and the minutes approved as read The treasurer's report was then requested and copies of the company's annual statement were distributed by Mr. Burroughs and discussed in detail Mr. Dutton reviewed for the stockholders the company's problems in 1963-1964-1965 and the steps taken to correct these problems and the now optomistic attitude of management management for the future of Westglas Mr. Leighton made a motion to accept the Financial Statement for the year ending June 30 1965 as presented This was seconded by Barbara Martin and unanimously carried Directors for the year 1965-1966 were discussed Mr. Leighton then made a motion to place in nomination for reelection the present Directors namely H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood C. A. Leighton Sr. This motion was seconded by Barbara Martin and unanimously approved After a general discussion of company business the meeting was adjourned at 4:00 P.M. C. A. Leighton Sect pro tem MINUTES OF THE ANTUAL ANTUAL STOCKHOLDESRTOSCKHOLDERS STOCKHOSLDTEORCSKHOLDERSSTOCKHOLDERS MEETING MEETING WESTERN FIERCUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on September 15 1966 at 11:00 A.M. for the purpose of electing the Directors for the following year The following stockholders were present H. H. H. A. Dutton Jr. representing 469.795 shares or 50.13 C. C. A. Leighton Leighton Leighton Leighton Sr. representing 312.50 shares or 33.35 782.295 shares or 83.48 Mr. Dutton opened the meeting and asked for the minutes of the previous stockholders meeting These were read by Mr. Leighton acting as secretary pro tem and approved TThehe The election of Directors was then requested and Mr. Leighton made a motion to place in nomination for election the present Directors namely H. A. Dutton Jr. A. WW.. Burroughs G. B. Blackwood C. A. Leighton Sr. This was seconded by Mr. Dutton and unanimously approved This meeting was adjourned at 11:30 A.M. C. A. Leighton Sr. Secretary Pro Tem WESTERN FIBROUS GLASS PRODUCTS COMPANY Pe, WESTGLAS wa 739 BRYANT STREET SAN FRANCISCO 94107 SAN FRANCISCO ' CALIFORNIA + PHONE 781-596- LOS ANGELES SEAT PORTLAND - SEAT ft August 31 1966 NOTICE OF ANNUAL STOCKHOLDERS MEETING The annual Stockholders Meeting of Western Fibrous Glass Products Company will be held Thursday September 15 1966 at 11:00 A.M. at the company's main office 739 Bryant Street San Francisco California for the purpose of electing the directorship for the ensuing year C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BCARD CF DIRECTORS CF ESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on April 5 1966 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and cbject of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs President - Treasurer G. 5. Blackwood C. A. C. A. Leighton Sr. President in Charge of Sales Secretary The meeting was opened by President Dutton who asked for the reading of the last minutes These were approved Mr. Burroughs then reviewed the current financial condition of the company which again indicated a continuation of the improved trend It was indicated that as of June 30 1966 all discounts offered would be taken It was noted that the bank interest rate has been increased half percent 4 on our regular loan account due to recent national fiscal policies Mr. Dutton and Mr. Blackwood reported on March sales invoicing and gross profit which figures showed an excellent increase over past months and the previous year Potential for the Second quarter of 1966 looks promising Mr. Dutton brought the SA MAC Company negotiations and their internal problems up to date and then tabled the matter for future consideration Mr. Burroughs reported on matters pertinent to the conclusion of the pension fund and reviewed his letter of request to the Internal Revenue Department vs. the letter of allocation suggested by Manufacturers Life Insurance Company On receipt of government approval or otherwise the matter will be reviewed further Mr. Dutton reported on his letter to all employees re suggestions for cutting costs Jim Godrey of the Los Angeles office made several suggestions re freight savings These will go into effect at once and his bonus percent of the savings will be negotiated with him on March 31 1967 At the request of Mr. Blackwood the accounting basis of allocating expenses to the three offices was reviewed item by item and a pattern was agreed upon by all for the annual closing of the company's bocks on June 30 1966 An expenditure of approximately 300.00 for a two year supply of Color Charts for the Plastic Division was approved This to be a joint effort with Sherwin Williams Company who will put up a like amount on the basis of a fifty split of the cost Mr. Dutton gave a summary of the San Francisco office physical layout which is now crowded With the increase in electrical office personnel some rearrangements are necessary After er laining several alternate plans from high to modest cost it was agreed to proceed with a feasible plan entailing the least cost but giving temporary relief in the areas requiring same and more overall efficienceficiencyy to other departments by changing the work flow pattern Mr. Blackwood's request regarding ways and means of becoming a stockholder in Western Fibrous Glass Products Company was reviewed Due to the present restrictions on the sale of the company's common stock the use of Treasury Stock was suggested Mr. Burroughs was requested to investigate this possibility and report at the next meeting Mr. Dutton then presented his views on the need for additional directors who could contribute toward the company's progress and ways and means were discussed as to how to attract this type of person and methods of reward or remuneration Further deas were requested for the next meeting Mr. Burroughs stated that he might offer his stock for sale under certain conditions and had properly notified the Secretary of his intent as required These conditions were passed out to the Board for their approval and tabled for further study The Hess Goldsmith vs. Exeter distributorship was discussed in depth and President Dutton was instructed to proceed with the normal closing out of the Exeter contract by letter and Chester Leighton Jr. was to advise Hess Goldsmith verbally of our intent to negotiate with them after our proper disposition of the Exeter contract Mr. Leighton Jr. was thanked for his fine work in the Northwest Division and his pertinent information re the above subject and his attendance for this part of the meeting New lines were reviewed and it was agreed to hold the line against any additional products until the present new lines have been fully assimulated into our sales pattern The next Board meeting was scheduled for April 24 1966 The meeting was adjourned at 3:30 P.M. . t L PP en H. A. Dutton Jr./ THO A. W. BurrouBgurrhougshs BlackwoodBeacmagbnn. 3. Blackwood ATTEST C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on March 8 1965 at 10:00 A.M. for the purpose of transacting any and all cusiness pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. Dutton Jr. Fresident A. W. Burroughs President - Treasurer G. B. Blackwood ' President in Charge of Sales C. A. Leighton Sr. Secretary The meeting was opened by President Dutton who reviewed briefly the agenda to be covered and the business trend since the last Board meeting of December 8 1965. The minutes of this meeting were read and approved Mr. Burroughs reviewed the company's current financial position further indicating an improved position and trend over the past six months Inventories at personal property time were discussed and it was pointed out that the same planned effort of control should be exercised the year round The Financial Statement as of December 31 1965 previously passed out to the Board members by Mr. Burroughs was discussed in depth Mr. Dutton reviewed in detail all items of overhead not in conformity to the pattern set and analyzed ways and means of company effort through incentives to continue the program of overhead control Mr. Leighton then made a motion to approve this Financial Statement as presented which was seconded by Mr. Dutton and unanimously passed Mr. Burroughs made a report on the old pension plan indicating the necessity for government approval prior to final application of the credit balance due employees who had left the company during the year of the moratorium The notice or notices to all present employees re the cancellation of the old Pension Plan the still existing Medical Plan and other present or future plans for their benefit was reviewed and action decided on as soon as practical Mr. Burroughs presented the new three year lease for 739 Bryant Street San Francisco California for signatures The new rental amount to be 450.00 per month This was negotiated by Mr. Burroughs with the Board's final approval Mr. Dutton gave a report on possible negotiations with the MAC Co. of Sacramento and our present position with the ACES After a general discussion the matter was tabled for want of more detailed information Mr. Blackwood asked for an appropriation of 670.00 for advertising Desk Pads half needed for six months ending June 30 1966 and half for the next six months period This was approved Mr. Blackwood then discussed the feasability of additional sales agents in outlying areas such as Salt Lake City also new agent in Portland for electrical A 50.00 report on available agents was authorized Mr. Blackwoods report on projected sales through June 30 196~ was put over until the next meeting The meeting was adjourned at 2:30 P.M. pee Le ee ee H. A. Dutton Jr. f- Blackwood hewcese G. B. Blackwood ! APTEST _ a ' . y ' C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS CF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on April 26 1956 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood _ Vice President in Charge of Sales C. A. Leighton Sr. Secretary The meeting was opened by President Dutton He requested the reading of the minutes of the April 5th meeting These were approved as read Mr. Burroughs then reviewed the company's current financial position which reflected a continuous improved status Mr. Dutton then gave a report on items of old business as follows 1 The San Francisco front office changes and other office switches which are now accomplished at a minimum expense of approximately 500.00 2 The MAC negotiations which are still static 3 Mr. Dutton's letter to Exeter stating our acceptance of their apparent cancellation of the Distributor Agreement and the possible ways of consigned stock return or disposal 4 The visit of Mr. Canfield Bank of America legal department and his proposed assistance on future Incentive Plans and recommendations re Westglas Treasury Stock sale and other issues for future benefit to the company Mr. Dutton asked for new business and reported as follows A. The problems with the Pyle National line his letter to J. P. Shearer dated April 11 1966 and the situations that could arise after receiving a reply After a general discussion the matter was put over until the next meeting Mr. Blackwood then reported as follows 1 Sales written in March 1916 are 30 more than 1965 2 A recent breakdown of invoicing shows direct government sales 35 industrial 65 3. The gross profit per salesman for the last quarter 4 Freight savings now in effect in the Los Angeles area 5 The fine possibilities of the exclusive Zipper Tubing elevator cable guard which has been under test for four months 6. 6. the requested approval to take cur Los Angeles salesman John Vickson off Westglas payroll and put him on Scheibs payroll for a ninety day trial period Westglas to furnish and pay his car and other minor expense approximately 250.00 per month in this joint effort to expand the sale of Scheibs tapes This was approved on a ninety day trial basis Mr. Dutton then presented to the board the amended conditions of employment between Mr. A. W. Burroughs and Westglas These were approved and by copy made part of these minutes The meeting was adjourned at 2:00 P.M. f. H. A. Dutton Jr. G.B. Blackwood Leighton Secretary oo AGREEMENT 26 / day AGREEMENT of April made in San Francisco California this 1966 between WESTERN FIBROUS GLASS PRODUCTS COMPANY a California corporation herein called Employer and ALBERT W. BURROUGHS herein called Employee This Agreement is based upon the following facts a At Employer's Board of Directors Meeting held on November 11 1964 a resolution was adopted that all executives salaries be reduced effective November 15 1964 on a temporary basis until the gross and net revenues of Employer justified the repayment of salary reductions on a retroactive basis b In accordance with said resolution Employee's salary was reduced from the sum of 17,500.00 per annum to the sum of 15,000.00 per annum effective November 15 1964 c Subject to Paragraph 3 below Employee Employee will con- tinue to render services to Employer and will continue to act in the capacity of Vice President and Treasurer of Employer until Employee's retirement on December 1 1967 d The parties desire to set forth in this Agreement their understanding with reference to the repayment of Employee's salary reduction made in accordance with said afore- mentioned resolution Now therefore IT IS MUTUALLY AGREED as follows 1. When the gross and net revenues of Employer justify the repayment of executives salary reductions as pro- vided in the resolution described above Employee shall be paid the amount of his salary reduction on a retroactive basis re- gardless of whether said repayment of executives salary reduc- tions occurs before or after Employee's retirement and if Employee shall not then be living such payment shall be made to his heirs executors administrators or assigns 2. In any event Employer agrees that whenever it repays any of the aforementioned executives salary reduc- tions pertaining to the period November 15 1964 to December 1 1967 or any portion of that period whether said repayment occurs before or after Employee's retirement it will repay Employee's salary reduction on the same basis 3. Employee covenants to perform the duties of his said employment until his said retirement date of December 1 1967 efficiently diligently and in good faith in accordance with the directions of the Board of Directors of Employer and Employer shall not terminate Employee's said employment prior to December 1 1967 for any reason other than a in- ability of Employee to perform his said duties or b breach of this covenant but reserves the right to terminate the said employment for either of the said reasons WITNESS WHEREOF the parties have executed this instrument the day and year hereinabove first written WESTERN FIBROUS GLASS PRODUCTS COMPANY a} et SAL By a ts 5/ SY Employer a LLL yi L COLABuroughs B Bur oughsEom Albert Burroughs ee Employee MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on May 10 1966 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs President - Treasurer G. B. Blackwood President in Charge of Sales C. A. Leighton Sr. Secretary The meeting was opened by President Dutton He requested the reading of the minutes of the April 26 1966 meeting These were read and approved The Treasurer's report was asked for and Mr. Burroughs reviewed the company's current financial position followed by a discussion on the amount of additional net worth needed to enable the company to take all discounts offered and when this could be accomplished Mr. Dutton then asked for a review of old business and personally covered the following items 1 2 The Exeter Co. cancellation and disposition of consigned stock His letter to Exeter dated May 5 1966 advising them of our understanding re the 120 day cancellation clause and their acceptance of our offer to purchase the consigned stock for 12,500.00 The Pyle National cancellation and stock return still static pending further reply to recent letters stating our position Our deal with the Aces Their request for a review of our profit percentages due to their improved financial position Also the advisability of a Performance Bond from the Aces to Westglas on large quotes bid in our name name to protect us against errors in quoting and performance Progress on the proposed new office incentive plan This is still static pending receipt of further information on other plans Mr. Burroughs then reported on the following By letter dated May 9 1966 the Internal Revenue Department has approved the company's revision of the Pension Fund Credit and all findings have been forwarded to Manufacturers Life Insurance Company for their final approval and disposition In connection with his offer to sell 53.125 shares of company stock he had complied with all proper formalities of notification to the Secretary and other stock holders as required The Secretary acknowledged the fulfillment of these conditions and is making same part of these minutes by attachment President Dutton then asked for new business and Mr. Blackwood reported as follows 1 Reviewed the actual gross profit for April being somewhat lower than predicted vs May and June anticipated to be extremely good Mr. Blackwood also gave a detailed sales written forecast indicating continuing good business 2 The Scheib tape deal was discussed in depth and at their request a special board meeting for a joint review was set for 2:00 P.M. 26 1966 with the Scheib group in attendance 3 Mr. Blackwood reviewed for the board the potential sales possible under an exclusive deal stating this could run 1,000,000.00 per year at an average gross profit of 25 He then gave an interesting report on the potential of the Elevator Cable Guard deal and our contemplated method of fabrication 1 Mr. Mr. Leighton Leighton Leighton Leighton then suggested that the company redefine its policy on handling requests for advances against commissions and or future salary that would be considered other than normal for travel or special expenses This was discussed in detail and it was agreed that all such advance requests must be presented to and approved by the board prior to payment The meeting was adjourned at ATTEST ChCh C. A. Leighton Secretary G. B. Blackwood POST OFFICE DEPARTMENT OFFICIAL PENALTY FOR PRIVATE USE TO AVOI ev. - POSIMANE OF * @OMVRaING Ohic Pd [Rik er INSTRUCTIONS Fill in items below and complete nactions on other side if applicable Moisten 1963 gummed ^ strach and hold firmly to back of article article Raruan Receipt Requested | gummed on Sep of mm NO NAME OF SENOGR |. . RETURN TO 3811 9877 birt LG OC he CERTIFIED NO STRAENDENTO DE P. O BOX heea era ae , EEC Sav A ae TL Ee ca 4 <a rr STATE INSURED NO CITY AND ZIP CODE . - woe o ecaly ecaly . toe 635-15-7343-8-7 635-15-7343-8-7 635-15-73343-8-7 INSTRUCTIONS -- Deliver ONLY to TO DELIVERING EMPLOYEE Show address where addressee i delivered Additional charges required for these services atm, RECEIPT Received the numbered article described on other side LATURE ANGLO ANGLO NATIONAL 1 SIGNATURE SIGNATURE OF MONTGOMERY SANSERANCISCO STREET OFFICE TE DELIVERIio SHOW WHERE DELIVERED only if requested APR 15 1966 | | | C35-16-71340-5- wo vow eee National ee Crocker CitizensNational Bank Trustee W - John O. Martin # Montgomery Street San Francisco California 94104 |{ i 1 Deceased Gentlemen April 1 1966 There are at the present time 53.125 shares of Western Fibrous Glass Products Company capital stock offered for sale in accordance with Article 5 Section 9 of the corporation's Laws at a price of Two Hundred and Eighty Dollars and Thirty Cents 282.36 per share am reciting below Article 5. Section 9 and should you wish to purchase any portion of the 53.125 shares in accordance therewith would you please write Mr. C. A. Leighton Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco California 94107 ARTICLE 5 OF SECTION 9 Before there can be a valid sale or transfer of any of the shares of this corpora- tion by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such share- holders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary Crocker Citizens National Bank Apri1l 1966 Page2 If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers made within said forty 40 day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders to any person or persons he may so desire provided however that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section Nine are strictly observed and followed Respectfully yours WESTERN FIBROUS GLASS PRODUCTS COMPANY By CAL Sent by registered mail return receipt requested C. A. Leighton Secretary INSTRUCTIONS TO DELIVERING EMPLOYEE thine ONLY to addresare Show address where delivered Additional charges required for these services numbered e Received the RECEIPT article described on other side = ATURE OR NAME OF ADDRESSEE mus always be filled in ADDRESSEE .e ADDRESSEE'S ght rIN, CG OF ADDRESSEE'S AGENT IF STURE *) . G 4 ce ATE DELIVEILED SHOW WHERE DELIVERED only if requested _ 41866 C55-16-7154-5-7 C55-16-7154-5-7 C55-16-7154C5-5-156-7-1547-5-7 650 Heinzelman 40684 Caroline Place Hemet California Dear Mr. Heinzelman April 1 1966 There are at the present time 53.125 shares of Western Fibrous Glass Products Company capital stock offered for sale in accordance with Article 5 Section 9 of the corporation's Laws at a price of Two Hundred and Eighty Dollars and Thirty Cents 282.36 per share am reciting below Article 5 Section 9 and should you wish to purchase any portion of the 53.125 shares in accordance therewith would you please write Mr. C. A. Leighton Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco California 94107 ARTICLE 5 OF SECTION 9 Before there can be a valid sale or transfer of any of the shares of this corpora tion by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers made within said forty 40 day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders to any person or persons he may so desire provided however that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section Nine are strictly observed and followed Respectfully yours WESTERN FIBROUS GLASS PRODUCTS COMPANY By CAL Sent by registered mail return receipt requested C. A. Leighton Secretary INSTRUCTIONS C7 DelDel ONLY TO addressee TO DELIVERING EMPLOYEE Show address where delivered Additional charges required for these services RECEIPT -Received the numbered article described on other side i ag NATURE OR NAME OF ADDRESSEE must always be filled in CHESTER LEIGHTON SIGNATUILE OF ADDRESSEE'S AGENT IF ANY Awful TE DELIVERED Awful SHOW WHERE DELIVERED only if requested PR 18 1966 01-1-71848-5-7 01-1-71848-5-7 GPO April 1 1966 Chester A. Leighton Jr. 29151st 29151st 29151st Avenue South Seattle Washington Dear Mr. Leighton There are at the present time 53.125 shares of Western Fibrous Glass Products Company capital stock offered for sale in accordance with Article 5 Section 9 of the corporation's Laws at a price of Two Hundred and Eighty Dollars and Thirty Six Cents 282.36 per share am reciting below Article 5 Section 9 and should you wish to purchase any v portion of the 53.125 shares in accordance therewith would you please write Mr. C. A. Leighton Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco California 94107 ARTICLE 5 OF SECTION 9 Before there can be a valid sale or transfer of any of the shares of this corpora- tion by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary Chester A. Leighton Jr. April 1 1966 Page 2 If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in . a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers made within said forty 40 day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders to any person or persons he may so desire provided however that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditioannsd provisions of this Section Nine are strictly observed and followed Respectfully yours WESTERN FIBROUS GLASS PRODUCTS COMPANY By CAL Sent by registered mail return receipt requested C. A. Leighton Secretary INSTRUCTIONS | INSTRUCTIONS TO DELIVERING EMPLOYEE EMPLOYEE | ONLY to Show address where ; [ Cj addressee Additional charges requireddefloirvetrheedse services RECEIPT * Received the numbered article described on other side OR NAME OF ADDRESSEE must always belled in i ,," 'i ,," ' { 7 4 co < Cew, & HERE DELIVERED only if ) April 1 1966 Barbara L. Martin 1945 Pacific Avenue Apt D San Francisco California Dear Mrs. Martin - There are at the present time 53.125 shares of Western Fibrous Glass Products Company capital stock offered for sale in accordance with Article 5 Section 9 of the corporation's Laws at a price of Two Hundred and Eighty Dollars and Thirty Six Cents 282.36 per share am reciting below Article 5 Section 9 and should you wish to purchase any portion of the 53.125 shares in accordance therewith would you please write Mr. ( C. A. Leighton Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco California 94107 ARTICLE 5 OF SECTION 9 Before there can be a valid sale or transfer of any of the shares of this corpora- tion by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary Barbara L. Martin April 1 1966 Page 2 If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers made within said forty 40 day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders to any person or persons he may so desire provided however that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section Nine are strictly observed and followed Respectfully yours WESTERN FIBROUS GLASS PRODUCTS COMPANY By CAL Sent by registered mail return receipt requested C. A. Leighton Secretary TO a INSTRUCTIONS TO DELIVERING EMPLOYEE Deliver ONLY to Show address where O delivered Additional charges required for these services ~ RECEIPT Received the numbered article described on NATURE OR NAME OF ADDRESSEE must always be filled in other side SIGNATURE OF ADDRESSEE'S AGENT IF ANY ~ UZ Sh a. ren ae, a ShWHERE WHERE DELIVERED Oe ee, - SHOW WHERE DELIVERED only if requested 4-16-66 4-16-66 4-16-664-16-66 ee, we ee, o_o Ce 1-14-7154-3-- 1-14-7154-3-- Fd Edgar A. McDowell 676 Mayfield Avenue Stanford California Dear Mr. McDowell t | 4 = woe e April 1 1966 There are at the present time 53.125 shares of Western Fibrous Glass Products Company capital stock offered for sale in accordance with Article 5 Section 9 of the corporation's Laws at a price of Two Hundred and Eighty Dollars and Thirty Cents 282.36 per share I am reciting below Article 5 Section 9 and should you wish to purchase any portion of the 53.125 shares in accordance therewith would you please write Mr. C. A. Leighton Secretary Western Fibrous Glass Products Company 739 Bryant Street San Francisco California 94107 ARTICLE 5 OF SECTION 9 Before there can be a valid sale or transfer of any of the shares of this corpora- tion by the holders thereof the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the price per share and the terms upon which such holder intends to make such sale or transfer The secretary shall within five 5 days thereafter mail or deliver a copy of said notice to each of the shareholders of record of this corporation Such notice may be delivered to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation Within forty 40 days after the mailing or delivering of said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers exceeds the number of shares referred to in said notice each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary Edgar A. McDowell April 1 1966 Page 2 If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment each shareholder desiring to purchase shares in a number in excess of his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary is purchased as aforesaid in accordance with offers made within said forty 40 day period the shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders to any person or persons he may so desire provided however that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any sale or transfer or purported sale or transfer of the shares of said corporation shall be null and void unless the terms conditions and provisions of this Section Nine are strictly observed and followed Respectfully yours WESTERN FIBROUS GLASS PRODUCTS COMPANY By CAL Sent by registered mail return receipt requested C. A.Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on May 26 1966 at 1:00 P.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following directors were present H. A. Dutton Jr. President A. W. Burroughs President - Treasurer G. B. Blackwood President in Charge of SSaalelSsales es C. A. Leighton Sr. Secretary President Dutton called the meeting to order and asked for the reading of the minutes of the previous meeting These were read and approved Mr. Burroughs then reported on the company's current financial position which was somewhat tighter than the last report due to the payment to Exeter for the purchase of the former consigned stock This position should be eased when returns are received from the Pyle National inventory liquida- tion Mr. Dutton then reviewed old business as follows 1. The conclusion of the Exeter deal and Mr. Sinclair's letter of May 10 1966 giving us a free hand to purchase glass fabrics from any source 2 Further information received on incentive plans of other companies On aggenda for more study 3. A new concept in order desk arrangement that could be of benefit in a future location 4. Current development in company's membership in the Bolinas 5 The conclusion of the Fyle National contract and liquida- tion of inventory to the Wesco Company of Los Angeles Mr. Dutton presented a ten point memorandum issued May 24 1966 to personnel interested re this close out and explained to the Board that this will be a break even situation Sa The Mac deal now considered closed but new possibili- ties that may be available through the Aces 7. A review of his exploratory conversation with attorneys re the possible sale of any or all of the company's Treasury Stock They require further information before giving any definite answers Matter still under study Mr. Blackwood then reported on general sales and the possibility of accesscry lines to go along with our present lines now sold to the Sign Board trade A further report to be given later Scheib Tape proposed exclusive distributorship was again reviewed on the basis of their proposal of May 9 1966 and Mr. R. A. Smee Vice President and Wally Babchuck Sales Manager of the Mask division of the above company were invited into the meeting by arrangement for a question and answer session and a general discussion of sales potential and and and expectations These gentlemen then withdrew from the meeting and the following motion was submitted by Mr. Blackwood That Westglas accept the distributorship offered by Mask subject to certain conditions to be enumerated in our letter of acceptance re cancellation inventory exchange and return etc. Also that for a period of six months we will furnish Mr. Babchuck a car and pay his expenses all not to total more than 250.00 per month for the full time use of his services to train and assist our men in the technical applications of Schweib tapes. This motion was seconded by Mr. Dutton and carried unanimously The meeting was adjourned at 4:30 P.M. SL H. A. Dutton Jr./ Burroughs a af - . G. B. Blackwood ATTEST C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the office of the company 739 Bryant Street San Francisco California on June 27 1966 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H.A. Dutton Jr. President A.W. Burroughs Vice President - Treasurer G.B. Blackwood f Vice President in Charge of Sales C.A. Leighton Sr. Secretary President Dutton opened the meeting and sked for the minutes of the the previous meeting These were read and approved Hr Burroughs then reviewed the company's current financial condition and the normal problems of adequate cash balances at the annual closing periods He also advised that all requirements have been met and approved to close out the old pension fund credit and to officially advise through a notice and new life insurance policies the participating amount of each present employee who were previously in the old pension lan Mr. Dutton reviewed the Pyle National liquidation now completed and gave the Board his thoughts on the business trend for the next six months A general discussion then followed covering several items old of old and new business as follows Revisions to the present commission pattern to give the the the company better carry protection Organization chart for internal and general use The continuing need to hold the line on new supplier accounts requiring inventory outlays or heavy salesman hour requirements The need for continued caution on sales expense and communications costs Mr. Blackwood then reported on the overall sales picture and the replacing of Mr. Buxton formerly of the Los Angeles office Due to the circumstances surrounding Buxton's illness and sick leave he suggested a basic company formula for sick leave etc. This was put on the agenda for further study At the request of Mr. Blackwood the Board approved an expenditure of 686.00 for necessary paving on the loading side of the Los Angeles warehouse to minimize dust blowing into the fabricating operations The meeting was adjourned at 2:30 P.M. | Buttonwa , ATTEST G.B. Blackwood C. A. Leighton Secretary MINUTES CF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on July 19 1966 at 9:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following directors were present H.A. Dutton Jr. President A.W. Burroughs President - Treasurer G. 3. Blackwood President in Charge of sales Mr. Dutton opened the meeting and explained the earlier meeting time was set in anticipation of a 10:00 A.M. get together for an exchange of views with the Executive Sales Managers of Owens Corning Fiberglas Corporation Pacific Coast Division The minutes of the previous meeting were read and approved Mr. Burroughs then gave his treasurer's report on the company's current financial condition which was reviewed by the directors Mr. Dutton then analyzed cur position with Gustin and asked for a full discussion on the possibilities and problems of substituting the O. C. line for the G. B. line By prearrangement at 10:03 A.M. the Westglas Board then met with four sales executives of O.C. and discussed in depth the possibility of a mutual arrangement for distribution of 0.0 products by Westglas in the Pacific Ocast states This part of the meeting was closed at 11:30 A.M. The Board meeting then continued and the following motion was made by Mr. Dutton That we should signify to C.C. our desire to proceed further with the negotiations as discussed providing that A price structures would be satisfactory to Westglas these to be checked out the following day and B the necessary contract terms be set nd met to officially appoint Westglas as a prime contracting stocking distributor in the Pacific states This motion was seconded by Mr. Blackwood and unanimously approved PrePresident sident Dutton then covered items of old business as follows 1 The possibility of retiring the old restricted Treasury Stock and issuing new voting dividend paying common stock The company's attorney is checking and will advise 2 . The current status quo of Aces deal and Art King deal ir Sacramento 3. The problems surrounding the Zipper Tubing - Westglas Cable Guard patent pending deal and the resolution of Westglas to stand firm for its rights Mr. Blackwood reviewed for the board his urgent need of additional sales help in the Los Angeles Electrical Division and the critical shortage of trained men in this area It was agreed that the Los Angeles Electrical Sales field could use two additional men Mr. Dutton then reported on his continuing efforts to locate better facilities under one roof in a favorable tax location for Westglas San Francisco He was commended for this work and asked to carry on with this project Mr. Burroughs announced he hoped to have the preliminary closing statement for June 30 1966 ready about August 15 1966 The date for the annual stockholders meeting was then set for t The Thursday September 15 1966 meeting was adjourned at 4:00 P.M. / t. UAL H. A. Dutton Jr. J 615 DBururotugthson G B. Blackwood 7 ATTEST Right C.A. C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the company 739 Bryant Street San Francisco California on August 8 1966 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following directors were present H.A. Dutton Jr. President A.W. Burroughs G.B. Blackwood j Vice President - Treasurer Vice President in Charge of Sales C.A. C.A. Leighton Sr. Secretary Ditton The meeting was opened by President Ditton who asked for the minutes of the previous meeting These were read read and approved Mr. Burroughs reported on the company's current financial position which was reviewed and discussed light as still on for O.C. to carry on with their part of the pending deal with their own principals and if these factors are favorable the final consummation will be put into motion by both parties Mr. Dutton then reviewed and brought up to date the following old business 1. The attorney's request for further financial data before making his recommendation re old treasury stock and a new issue of common stock 2 The employment of Ray King to work out of our Sacramento location location location location and his twofold duties 3. 3. A new approach to the Cable Guard patent controversy to settle same an amicable basis Mr. Blackwood then reported on the current sales picture and advised we now have a complete package to sell the sign and and outdoor outdoor advertising advertising advertising advertising advertising field field field field field He He He reported reported reported reported reported the employment of an additional electrical salesman and advised the need for additional additional good men for both the 700 and 900 divisions Changes in the the salesmen and managers contracts were discused discused discussed discussed and and ppuptuuttput on the agenda for the first meeting following the company'scompany's June 30th annual figures being available Mr. Leighton asked for a review of the June 30 1966 inventory figures as these figures indicated an increase over previous closing periods A discussion followed pointing out the danger of inventory increases vs net worth increases and the need to watch the inventory at all times to assist the company in reaching its financial goal at the earliest possible date Meeting adjourned at 2:30 P.M. H.A. Jr.fe L H.A. Dutton Jr. Burroughs Blackwood G.B. Blackwood ATTEST f A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on September 15 1966 at 11:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and cbject of such meeting The following Directors were present H. A. Dutton Jr. A. W. Burroughs G. B. Blackwood C. A. Leighton Sr. Mr. Dutton advised that the first order of business was to elect the officers for the year ending September 15 1967 Mr. Leighton placed the following in nomination H. A. Dutton Jr. for President A. W. Burroughs for Vice President G. B. Blackwood for Vice President in Charge of Sales C. A. Leighton Sr. for Secretary Mr. Blackwood seconded these nominations and suggested the nominations be closed This being agreeable a unanimous vote was then case electing the above the officers of the corporation for the ensuing year Mr. Dutton then took the chair and reviewed general matters of Old Business the Board He also reported on the conclusion of the C deal and the verbal cut off of the Gustin Bacon distributorship as of September 8 1966 by Mr. Lee Melton Corning G Corp. are preparing an agreement for our signature to be ready about September 19 1966 appointing Westglas a Basic Prime Distributor of Industrial Insulation Products as agreed upon by both parties A plant tour is being arranged for Saturday September 24th at Santa Clara together with a Sales Symposium for Westglas personnel on the complete C. C. line Mr. Dutton then asked for a general discussion on partial restoration of executive salary cuts made in November of 1964 when the austerity program was put into effect He pointed out the excellent gross profit made for the year ending June 30 1966 the continuing prospects for further profits and the hold the line policy on general overhead items Following an open discussion it was unanimously agreed to restore 50 of the cuts made in officers salaries on November 1 1964 and to restore this 50 starting September 1 1966 cn a current basis not retroactive Figures prepared by Mr. Leighton on the proposed employees wage dividend or bonus plan were reviewed and alternates suggested to further the study of this matter at the next Board meeting The meeting was adjourned at 4:00 P.M. Moet - 7 F (M40 2 eet H. 1. Dutton Jr. K Bp st hive G. B. Blackwood ATTEST C.Q YM Cc. A. Leighton cretary t MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on October 19 1966 at 10:00 A.M.for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer C. C. A. Leighton Sr. Secretary President Dutton opened the meeting and asked for the minutes of the previous meeting These were read and approved after correcting a typographical error in a date Mr. Burrows then gave a brief financial report on the company's current position for the benefit of those present Mr. Dutton then reviewed with factual data the advantages and disadvantages for the consolidation of all San Francisco Westglas locations into one central office and warehouse at 100 Freeway Road in South San Francisco The Board then adjourned to this location for a visual inspection of these proposed new premises Continuing the meeting at 739 Bryant Street San Francisco the Board authorized Mr. Dutton to further the negotiations for this new location under the terms and conditions reviewed and discussed and to make an offer to the real estate agent for a five to ten year lease based on these conditions The proposed Employee Bonus Plan was again reviewed and it was agreed to accept the revised Leighton pattern as trial for the first year The amount to be allocated if any for payment on December 1 1966 and the allocation of the amounts in column C by the Board to be determined at the next Board meeting at which time an appropriate annour.cement will be issued to the employees applicable After a general review of all old business and a report by Mr. Dutton on the Sacramento situation the meeting was adjourned at 2:00 P.M. oa ei . . oe i 0 . _. PRES H. A. Dutton Jr. pf? ATTEST os ATTEST C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on November 9 1966 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer , G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary President Dutton opened the meeting and requested the reading of the previous meeting minutes These were read and approved Mr. Burroughs then reported on the company's financial position reviewing certain new restrictions imposed by the bank under their tight money policy and the need to hold a firm check on inventory Mr. Dutton gave a general review of old business reporting that 1 The proposed new location at 100 Freeway cannot be resolved and is a closed issue 2 A new approach to this problem is being negotiated with a responsible builder in the same area on a build basis at approximately eight cents per square foot 3 The bid on the Sacramento special deal is due November 18th but additional bidders who have entered the picture make the project questionable it The work of the attorneys to date on revision of the company's stock structure The proposed Employee Bonus Plan was again discussed in great detail and it was agreed to put the finalized plan into effect for the mannual year ending June 30 1967. An announcement of the plan will go to all qualified employees along with a modest Christmas gratuity check 1966 only on December 15 of this year This was covered by a resolution made by Mr. Leighton seconded by Mr. Dutton and passed unanimously as follows In lieu of the Bonus Plan which will not be effective until 1967 the company allocated an amount not to exceed 1,000.00 to be distributed to qualified office personnel as a Christmas gift This amount to be paid out as of December 15 1966 Mr. Dutton then reviewed our list of suppliers from the standpoint of effectiveness to the company on both a short and long term basis followed by a general discussion on the best methods to keep old accounts happy while absorbing new lines for long range insurance Following Mr. Blackwood's general sales analysis the meeting adjourned at 3:00 P.M. H. A. Dutton Jr. ~- A. W. Burroughs er FlackwoodFlackwood Flackwood G. B. Blackwood C. A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 739 Bryant Street San Francisco California on December 6 1966 at 10:30 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present E. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer G. B. Blackwood Vice President in Charge of Sales C. A. Leighton Sr. Secretary President Dutton opened the meeting and asked for the previous meeting's minutes These were read and approved Mr. Burroughs gave his treasurer's report indicating the tight money problem to be expected for the next three months due to light invoicing in October and November and the bank loan restrictions It was noted that inventory purchases must be held to a minimum for the next several months to helpalleviate this position Mr. Dutton then reviewed old business as follows 1. The closing out of the McClelland Field proposed bid on maintenance work Government withdrew bid requests for year Mather considered closed and dead 2 The continuing search for warehouse and office facilities in the South San Francisco area with a report on the problems involved 3 A pattern for handling major and secondary suppliers with suggestion for new type product cards for each Division to avoid confusion on who is pushing what lines 4%. The Christmas gift check to be issued on December 15 together with a Bulletin re the new incentive plan to go into effect with the company's fiscal year closing June 30 1967. Copy attached to these minutes By prearrangement the Board members adjourned their meeting between 11:00 and 1:30 P.M. to meet with two executives from the Norplex Corporation of La Crosse Wisconsin to hear their sales presentation of their products The fact that they were not able to offer an exclusive arrangement and were adverse to removing their present manufacturer's representative from the picture lead to an impasse They agreed to review the matter further and report any changes in policy next week These gentlemen then left the premises and the board meeting continued Mr. Blackwood reported on the revitalized Thermal Division in Los Angeles and reviewed the sales outlook for the next several months The downward trend of November is expected to continue through December 1966 with a slight upturn after January 1st and good prospects for the second quarter of 1967 The meeting was adjourned at 4:00 P.M. icialian icialian H. A. DUTTON JR ' A. W. Burroughs ne Pe G. B. Blackwood ATTEST - GAae C. A. Leighton Secretary 4/17 4/17 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 1590 Rollins Road Burlingame California on April 4th 1967 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H.A. Dutton Jr. President A.W. Burroughs Vice Treasurer G.B. Blackwood Vice President in Charge of Sales C.A. Leighton Sr. Secretary President Dutton opened the meeting and asked for the reading of the minutes covering the last Directors meeting They were read by the Secretary and approved Mr. Burroughs then gave his treasurer's report and reviewed the Company's progress through the tight money months of November 1966 through February 1967 and indicated that with the improved sales and invoicing situation for March and the second quarter the Company's financial picture can be greatly improved by June 30 1967 The Company's financial statement as of December 31 1966 was passed out and reviewed in depth Mr. Dutton made an analysis for the Board of all overhead items pointing cut the many recccurring items in the San Francisco division After a full discussion the statement as presented was approved unanimously Mr. Leighton was asked to present to the Board a resume of his meeting of March 31 1967 with Mr. Harry Grant of the old Gustin Company outlining their current operating problems International involvements overall glass fiber picture and the possibility of fast inroads by the new Hi Temp foams Notes of this meeting were passed cut to the Directors President Dutton then reported on the Company's new warehouse and offices at 1590 Rollins Road Burlingame California which have consolidated the company's Bay Area operation under one roof eliminating all San Francisco locations and affecting long range savings Following a lengthy review of moving costs savings in operating costs and the improved efficiency Mr. Dutton was given a vote of commendation for his hard work and long hours spent in concluding this change Mr. Dutton made a motion seconded by Mr. Leighton to accept the lease prepared by Ritchie & Ritchie between Frankay Investment Corporation and Western Fibrous Class Products Company covering the property at 1590 Rollins Road Burlingame California for a period of five years from March 1967 to March 1972 the total rent to be 87,000.00 payable at 1,450.00 per month This was unanimously approved Mr. Burroughs reported on the disposition of the old building at 337 Berry Street San Francisco California By claim deed the building was given to the California State Highway Division for removal make way for a new highway improvement When this old building is removed our obligation to the Southern Pacific Railroad Company for land rental will terminate and end Mr. Dutton then asked for a concluding discussion on changing by shortening the company's name from Western Fibrous Glass Products Company to WESTGLAS After discussion a motion was made by Mr. Dutton seconded by Mr. Blackwood to proceed through our attorneys to secure State approval to make this change legal Mr. Blackwood then reviewed sales for the past five months and prospects for the second quarter of 1967 Major suppliers both new and old were discussed and problems relating to Schieb Tape Cable Chemplast and others were gone into through a question and answer session The meeting was adjourned at 2:00 P.M. - LhCheng 2 Suncaghr CGZZ Suncaghr A.W. Ae ATTEST ATTEST No C.A. Leighton Secretary G.B. Blackwood MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY 5/2/67 This meeting was held at the offices of the Company 1590 Rollins Road Burlingame California on April 26 1967 at 10 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer C. A. Leighton Sr. Secretary President Dutton opened the meeting and advised the Directors of the arrangements made for transportation to Los Attend the Service of Memory for the Company's Director Gordon B. Blackwood who passed away suddenly on April 22 1967. 4 Mr. Dutton reviewed Mr. Blackwood's work for and with the Company and the details of his sad passing Major Suppliers have been notified by phone or wire re- garding Mr. Blackwood's death and time and place of services To continue the continuity of at least four Directors guiding company policy Mr. Dutton made the following motion That Chester Leighton Jr. be nominated to fill the unexpired term of former Director G. B. Blackwood which Directorship runs until the next annual stockholders meeting in Septem- ber 1967 This motion was seconded by C. A. Leighton Sr. and passed unanimously A.K. After setting the next Directors Meeting date for 10 A.K. May 3 the Meeting adjourned and the Directors present proceeded to Los Angeles to honor the memory of their former good associate Gordon B. Blackwood H. A. Dutton Jr. LA A. W. Burroughs / eg ion Yo ATTEST ro oN Secretary wy C A. Leighton Secretary MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 1590 Rollins Road Burlingame California on May 3 1967 at 10 A.M. for the purpose of transacting any and all business per- taining to the affairs of the corporation and we hereby waive all statutory requirements as to notice of time place and object of meeting The following Directors were present H. A. Dutton Jr. A. W. Burroughs C. A. Leighton Sr. Chester Leighton Jr. President Vice President Secretary President Dutton opened the meeting and congratulated Chester Leighton Jr. He then asked for the on his election to the Board of Directors minutes of the meetings of April 4 and 26 wee These were read by the Secretary and approved Mr. Burroughs then reviewed the Company's current fin- ancial position with emphasis on accounts payable pointing out that no accounts were more than 30 days past their normal terms and with anticipated heavier billings in May and June the situation should continue to improve Mr. Dutton gave a general review of the problems brought about by the passing of Mr. G. B. Blackwood in connection with personnel suppliers and sales These and other matters pertaining to the Company's three geographical areas and three product divisions were discussed by all directors in depth It was agreed that for the best interests of the Company his former position be filled as soon as practical Chester Leighton Jr. indicated his willingness and desire to fill this vacancy Thereupon Mr. Dutton Made the following motion That Chester Leighton Jr. be appointed Vice President in Charge of Sales to fill the unexpired term of Mr. G. B. Blackwood This was seconded by C. A. Leighton Sr. and passed unanimously Mr. Dutton then made another motion to wit that the salary of Chester Leighton Jr. be increased to 20,000 per year to compensate him for the responsibilities of his new and additional duties This was seconded by A. W. Burroughs and passed unanimously It was agreed that Jerry Rothweiler of the Seattle Office would be appointed Manager of the Northwestern Division and that Chester Leighton Jr. would headquarter in the Los Angeles Office functioning as Los Angeles Division Manager and the Company's overall Manager in Charge of Sales this transi- tion to take effect as soon as practicable with a target date set for July 1967 After a general discussion on ways and means to improve office procedure and paper work the meeting adjourned at 3:00 P.M. H. A. Dutton Jr. MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company 1590 Rollins Road Burlingame California on June 20 1967 at 10:00 A.M. for the purpose of transacting any and all business pertaining to the affairs of the Corporation and we hereby waive all statutory requirements as to notice of time place and object of such meeting The following Directors were present H. A. Dutton Jr. President A. W. Burroughs Vice President - Treasurer Chester Leighton Jr. Vice President in Charge of Sales C. A. Leighton Sr. Secretary President Dutton opened the meeting and asked for the minutes of the May 3 1967 meeting These were read and approved Mr. Burroughs then reviewed the Company's current financial position indicating the accounts payable status being approximately the same as his last report with the possibility of a ten day lag between June 20 and June 30 while building up the Company's cash position for the June 30th annual closing Chester Leighton Jr. brought up the problem of collections being affected by the time lag between shipping date and customer actually receiving their invoices In the Northwest this had run three weeks at times A current check indicated San Francisco and Los Angeles one week behind and the Northwest about ten days A general discussion followed on ways and means to improve this situation The inventory problems for the annual June 30 closing were reviewed including the proper procedure for costing any work in progress in the Los Angeles division now that the facing machine is functioning for the benefit of all geographical divisions Mr. Dutton reviewed the Los Angeles sales personnel and announced that Chester Leighton Jr. would officially take over his duties in Los Angeles on August 1 1967. An announcement will be released about July 3rd of these functions The revitalization of plastic sales in the Los Angeles area was reviewed and discussed in depth by Mr. Dutton and Chester Leighton Jr. Prospective new plastic sales personnel was indicated as needed in the Los Angeles area Mr. James Sharpless of the Los Angeles office was then invited into the meeting and gave a comprehensive report on the Los Angeles Thermal Division from 1965 through the present He presented a chart projecting future increases in sales abd reported on the new facing operation in the Los Angeles warehouse Mr. Dutton then thanked Jim for his good report and asked him to have lunch with the Board Following lunch the Board resumed its general discussion of pertinent matters and then adjourned at 2:00 P.M. H. A. Dutton Jr. Burroughs Burroughs Burroughs ATTEST Chester Leighton an Jo Jo Sr A. A. A. Leighton Sr. Secretary NOTICE OF SPECIAL MEETING OF SHAREHOLDERS WESTERN FIBROUS GLASS PRODUCTS COMPANY TO THE SHAREHOLDERS OF WESTERN FIBROUS GLASS PRODUCTS COMPANY A special shareholders meeting will be held on the 7th day of August 1967 at 10:00 o'clock A.M. at 216 Park Road Burlingame California for the purpose of acting upon the recommendation of the President that Section 9 of Article V of the Laws of this corporation be repealed You are urgently requested to attend this meeting as this proposal should be of concern to each shareholder of this corporation In the event that you are unable to attend this meeting a proxy is enclosed for your use and it is recommended that you designate some person to act in your place at this meeting BY ORDER OF THE PRESIDENT Dated July 25 1967 ay AtE ho prem, bs PRESIDENT AFFIDAVIT OF SERVICE BY MAIL STATE OF CALIFORNIA ) ss - COUNTY OF SAN MATEO SHIRLEY E. DONALAYA being sworn says that she is a citizen of the United States over 18 years of age a resident of San Mateo County This affiant's business address is 216 Park Road Burlingame California That affiant served a copy of the attached Notice of Special Shareholders Meeting of WESTERN FIBROUS GLASS PRODUCTS COMPANY by placing copies duly addressed to all of the Stock- holders at their addresses as listed on the books of the cor- poration with postage fully prepaid thereon in the United States mail at Burlingame California on the 25th day of July 1967. That there is delivery service by United States mail at the places so addressed or regular communication by United States mail between the place of mailing and the places so addressed Subscribed and sworn to before me this 25th day of July 1967 Hell Notary Public in and for the State of California County of San Mateo WESTERN SECTION 9 ARTICLE V LAWS OF FIBROUS GLASS PRODUCTS COMPANY Section 9. TRANSFER OF SHARES Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof the holder of the shares to be sold or trans- ferred shall first give notice in writing to the secretary of this corporation of his intention to sell or transfer such shares Said notice shall specify the number of shares to be sold or transferred the per share and the terms price make such sale or transfer The secretary thereafter mail or deliver a copy corporation shareholders of record of this upon which such holder intends to shall within five 5 days of said notice to each of the other Such notice may be deliver- ed to such shareholders personally or may be mailed to the last known addresses of such shareholders as the same may appear on the books of the corporation corporation Within forty 40 days after the mailinogr delivering ofof said notices to such shareholders any such shareholder or shareholders desiring to acquire any part or all of the shares referred to in said not- ice shall deliver by mail or otherwise to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice If the total number of shares specified in such offers ex- ceeds the number of shares referred to in offering shareholder shall be entitled to purchase said such notice each proportion of the shares proportion referred to in said notice to the secretary as the number of shares of this corporation which he holds bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary If all of the shares referred to in said notice to the secre- siring tary tary siring are not disposed of under to purchase shares in a such apportionment number in excess of each shareholder de- his proportionate share as provided above shall be entitled to purchase such proportion of those shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment If none or only a part of the shares referred to in said notice to the secretary offers made within said to sell or transfer may is purchased as aforesaid in accordance with forty 40 day period the shareholder desiring dispose of all shares of stock referred to in said notice to the secretary not so purchased by the to any person or persons he may so desire provided other shareholders he however that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary Any shares of said conditions and and followed the sale or transfer or purported sale or transfer of the null corporation shall be and void unless the terms provisions of this Section nine are strictly observed KNOW ALL MEN BY THESE PRESENTS That the undersigned has constituted appoint my my true true true true and and and appointed f ~ weet RA and hereby an ~~ does does constitute and Oe / f. . . PND ~ lawful lawful lawful lawful lawful lawful proxie proxieproxie proxie proxie proxie to vote all the shares of the capital stock of the WESTERN FIBROUS GLASS PRODUCTS COMPANY a California corporation which the undersigned is entitled to vote at a special meeting of the stockholders of the said corporation to be held at 216 Park Road Burlingame Cali- fornia on August 7 1967 at 10:00 10:00 10:00 10:00 o'clock o'clock o'clock o'clock o'clock o'clock A.M. A.M. A.M. or or at at any any any adjournment or adjournments thereof upon any and all matters questions and resolutions referred to in the notice of such meeting or that may come before the said meeting or any ad- journment or adjournments thereof with full power of substitution and and and revrevoocation cation revocation revocation revocation revocation hereby hereby ratifing ratifing ratifing aand nd confirming confirming confirming all all that the the said said WITNESS my hand and seal this .F. day of wp er eh oo Dorecribed ang Pwers te BotaryaN City County of San Francisco of CalifCoalrifnoriniaa My CommEi xpis ress Noi v. o 9 1n 988 AiAnsliie nAsinls liiee ANNA A. AINSLIE NOTARY PUBLIC - CALIFORNIA CITY AND COUNTY OF SAN FRANCISCO 74-658-1050 74-658-1050 RECEIVED WESTOLAS AUG - 3 1997 BY KNOW ALL MEN BY THESE PRESENTS That the undersigned has true and lawful proxie to vote all the shares of the the WESTERN FIBROUS GLASS PRODUCTS COMPANY corporation which the undersigned is entitled special meeting of the stockholders of the said corporation to be held at 216 Park Road Burlingame California on August 7 1967 at 10:00 o'clock A.M. or at any adjournment or adjournments thereof upon any and all matters questions and resolutions referred to in the notice of such meeting or that may come before the said meeting or any a~ - and revocation proxy may lawfully do or cause to be done by virtue hereof WITNESS my hand and seal this 2nd day of August 3 1967 1967 1967 1967 . Z.a. Z.a. Haigetron Haigetron HaigetHaigretron o~n 66 7.043 7.043 THESE PRESENTS That That the undersigned has constituted and appointed hereby does constitute appoint H. G. Dutton dr my true and lawful proxie to vote all the shares of and the capital stock of the WESTERN FIBROUS GLASS PRODUCTS COMPANY a California corporation which the undersigned is entitled to vote at a special meeting of the stockholders of the said corporation to be held at 216 Park Road Burlingame California on August 7 1967 at 10:00 o'clock A.M. or at any adjournment or adjournments thereof upon any and all matters questions and resolutions referred to in the notice of such meeting , or that may come before the said meeting or any adadjournments thereof with full power of substitution revocation hereby ratifing and confirming all that the said said said proxy may lawfully do or cause to be done by virtue hereof 2967 WITNESS my hand and seal this 2Z day of July July ~ 7819 7819 Edgara McDowell McDowell Edgara MINUTES OF A SPECIAL SHAREHOLDERS MEETING OF WESTERN FIBROUS GLASS PRODUCTS COMPANY This meeting was held at the offices of the Company's attorney Frank B. Ingersoll Jr. 216 Park Road Burlingame Cali- fornia on August 7 1967 at 10:00 a.m. pursuant to notices sent to Shareholders by registered mail on July 25 1967 by order of Presi- dent Dutton Copy of this notice and affidavit of mailing was made part of the minutes of this meeting As stated the purpose of this meeting was the proposal to repeal the stock sale restriction known as Section 9 Article V of the Company's Laws The following shareholders attended attended this meeting in person Harry A. Dutton Jr. representing 50.13 of the issued stock C. A. Leighton Sr. representing 31.21 of the issued stock Chester Leighton Jr. representing 2.13 of the issued stock 83.47 Charles Martin acting under proxy for Barbara Martin representing 5.96 of the issued stock 89.43 Mr. Dutton held the following proxies for voting purposes L. H. Heinzelman representing 7.04 of the issued stock Edgar McDowell representing 1.81 of the issued stock 98.28 Absent Crocker Citizens Bank 1.71 99.99 Mr. Dutton opened the meeting explaining the reason for recommending the cancellation of Section 9 Article V which imposed restrictions on the sale of company stock He reviewed the company's present condition in today's market and the reasons behind the decline of net worth over the past five years Mr. Dutton then explained an inquiry by Insulectro Corporation to purchase all of the issued stock of Western Fibrous Glass Products Company After a question and answer period and general discussion on the problems involved the following motion was made by Chester Leighton Jr. to wit That Section 9 of Article V of the Laws of the Corporation be repealed This was seconded by Charles Martin and passed unanimously There being no further business the meeting adjourned at 11:30 a.m. Secretary Ay C. A. Leighton Secretary WAIVER OF NOTICE OF SPECIAL DIRECTORS MEETING WESTERN FIBROUS GLASS PRODUCTS COMPANY The undersigned being all of the Directors of WESTERN FIBROUS GLASS PRODUCTS COMPANY a California corporation do hereby waive notice and consent to the holding of a special meeting of the Board of Directors of said corporation to be held at the offices of the company 1590 Rollins Road Burlingame California on the 15th day of August 1967 at 11:00 o'clock A.M. for the transaction of the business of said corporation The waiver of notice and consent to said meeting is made in compliance with the terms of Section 814 of the Corporations Code of California and the undersigned hereby consent that the same may be made a part of the records of said meeting and that any business transacted at said meeting shall be as valid as if had at a meeting regularly called or noticed Dated August 15 1967 H H (on LM Cede hfe Lbs Harry A. Dutton Jr. # a, A. W. Burroughs MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS WESTERN FIBROUS GLASS PRODUCTS COMPANY Pursuant to the foregoing waiver of notice and consent the Board of Directors of WESTERN FIBROUS GLASS PRODUCTS COMPANY assembled and held a special meeting at 1590 Rollings Road Burlingame California at 11:00 o'clock A.M. on the 15th day of August 1967 There were present , Absent Harry A. W. C. A. A. Dutton Jr. Burroughs Leighton Sr. Chester Leighton Jr. President Dutton opened the meeting by stating that due to the fact that there had been a major change in the stockholdings of the corporation that certain changes of the directors and officers should be made He stated that the first step should be to fill the existing vacancy in the board of directors with Charles G. Henningsen There- upon on motion regularly made seconded and unanimously carried Charles G. Henningsen was unanimously elected to the board of directors and as a Vice President and Assistant Treasurer of the corporation Mr. Henningsen being present at the meeting assumed his duties as director Vice President and Assistant Treasurer Thereupon the resignation of Harry A. Dutton Jr. as President was presented and accepted and on motion regularly made seconded and unanimously carried Harry A. Dutton Jr. was elected as Chairman of the Board of Directors and assumed his position in that capacity Thereupon the resignation of A. W. Burroughs as a director was presented and accepted Thereupon on motion regularly made seconded and unanimously carried Wallace E. Moore was elected as a director and President of the corporation Thereupon the resignation of C. A. Leighton Sr. as a director and secretary of the corporation was presented and accepted Thereupon on motion regularly made seconded and unanimously carried M. Wirt Goodrum was elected as director Secretary and Vice President of the corporation Thereupon the resignation of Chester Leighton Jr. as director was presented to the meeting and accepted Thereupon on motion regularly made seconded and unanimously carried Jack Earle Roberts was elected as a director and Assistant Secretary of the corporation The President then stated that by reason of the changes made in this meeting that the board of directors and officers of the corporation were now as follows HARRY A. DUTTON JR Chairman of the and Director Board of Directors WALLACE E. MOORE President and Director M. WIRT GOODRUM Vice President Secretary and Director CHARLES G. HENNINGSEN Vice President Assistant Treasurer and Director JACK EARLE ROBERTS Assistant Secretary and Director A. W. BURROUGHS Treasurer CHESTER LEIGHTON JR Vice President There being no further business the meeting adjourned Secretary Board of Directors Western Fibrous Glass Products 1590 Rollins Road Burlingame California Company Gentlemen Effective as of 12:00 noon August 15 1967 I resign as a secretary and director of your company 1 la . C. A. Leighton sr. Board of Directors Western Fibrous Glass Products 1590 Rollins Road Burlingame California Company Gentlemen Effective as of 12:00 noon August 15 1967 I resign as President of your company 1121 ido Le MevSEn. Harry A./Dutton Jr. t~ Board of Directors Western Fibrous Glass Products 1590 Rollins Road Burlingame California Company Gentlemen Effective as of 12:00 noon August 15 1967 I resign as a director of your company Board of Directors Western Fibrous Glass Products 1590 Rollins Road Burlingame California Company Gentlemen. Effective as of 12:00 noon August 15 1967 I resign as a director of your company August 31 1967 Board of Directors Western Fibrous Glass Products 1590 Rollins Road Burlingame California Company Gentlemen Effective today I hereby resign as a member and chairman of your Board of Directors Sincerely Harry A. Dutton Jr. HAD jmr