Document J7QokMyNQL7JeNLNkkyJVbke

V\ johies-^ianvjuj.e corporation V xm>- I, ROBERT A. DOAKDHAN, HEREBY CERTIFY that: I am Assistant Secretary of JOI1NS-MANVILLE CORPORATION and that attached hereto arc true and coi:rect excerpts from minutes of hoard of Directors meetings duly held on'April 2 `5 , 193?., dune 2Ct, 1933 , danuary 15, 19G9 and April 15, 1970 at which u urns .-.ere present and acting throughout. I FURTHER CERTIFY that the attached excerpts hnv r1 ! been r.esci.nded or modified. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of said JOilNS-F.At.'ViLT.K -re. coke oration, this 9 day of September, 1970.. ROBERT A. FlO A ROMAN Assistant Secretary S.'-sc- , /,<___ IXh.B.T_ EQ* iDENT VITN.\. -HlfiiS/t /lO-J . V:H, jME 7'U-Sp  ' A MEETING OF THE BOARD OF .DIRECTORS OF JOHNS-MANVILLE CORPORATION was held at the offices of the Corporation,No. 292 Madison Avenue, New York, .N. Y.-on Monday, the 24th day of April, 1933 at 4:30 P. M. " The following Directors were present: Messrs. Walter H. Aldridge Lewis II. Brown H. E. Manvllle ' . . W. R. Seigle - _.. Clarence M. Woolley. -..Mr- W. R. Seigle, Chairman of. the Board, acted as Chairman of the meeting and presided thereat and, in the. absence ' of the Secretary of the Corporation Mr. Lewis II. Brown acted as Secretary of the meeting and kept the minutes thereof. *** The President advised the meeting that Messrs. Hobart tc L'dnard of Newark had been approached by the attorney for the plaintiffs in the eleven pending ''asbestosis" cases withan offer to settle all the cases upon a much lower basis than had ever been previously discussed. He further stated that our general counsel, Messrs. Davis Polk Wardwell Gardiner Reed, ' as well as Messrs- Hobart & Minard had recommendedthat we settle for approximately $30,000 provided written assurance were obtained 'from tlie attorney for the various plaintiffs that he-would not directly or indirectly participate In the bringing of new actions against the Corporation. After discussion, on motion, duly made and seconded, the following resolution was unanimously adopted: . . RESOLVED that the President of the Corporation be, - and he hereby is, authorized and empowered to enter Into negotiations for the settle- . ' ment -of all the eleven asbestosis actions that have been brought against the Corpora- . tion by former employees and which are now- . pending In the Federal. District Court of . .' New "Jersey and, in his discretion, to settle . all said cases, provided the President shall, after further Investigation, be of the opinion that such settlement is for the best interests of the Corporation. A MEETING OF THE BOARD OF DIRECTORS OF J0HN5-UAJ1VILLE CORPORATION was hole'at the office of Mr- R. E. Mnnvllle, one of the Directors of the Corporation, at No. 292 Madison Avenue, New Xork, N, 1., on Monday, the 26th 'day of June, 1933 at 4:30 P. M. ........ .; The'following-Directors were present: ` ' \ 'i:. . / * . Messrs; Walter H. Aldridge Lewis H. Brown 11. E. Manvlllo . W. R. Seigle . George Whitney * ' `VV. * Clarence M. 'Woolley. ' ' . . _ * ` = . .. . ` ' . ' * : - Y '..V.x Mr. W. R. Seigle, Chairman of the Board, acted ns Chairman of the. faceting and presided thereat and Ur. E- U. Voorhees, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof, * I *. k *** . The President advised the meeting that, upon the advice and re commendation of Messrs. Hobart & Minard (trial attorneys) and of Mr. ' Tiardwell (general counsel for the Corporation) and pursuant to the authority granted him at the April meeting of the Board of Directors, he had. arranged n settlement of the eleven asbestosis cases pend5.ng in the New Jersey court.' This settlement called for the payment of the total num of $.35,000. However, only $10,000 was' to be paid at the present time and. the remaining $25,000.: ' would not be paid until July 31, 1934. -Pending the final payment, all of .the cn3es were to be retained on the calendar of the court and adjourned from time to time. _ . Y - ..? ; ` . ,YY/; A REGULAR MELTING OF THE HOARD OF DIRECTORS OF JOHNSMANVILLE CORPORATION was held in the offices of the Corporation on the 11th floor at No. 22 East 40th Street, New York City, on Wednesday, the 17th day of January, 1968, _at 9:00 in the fore noon. The following Directors were present, constituting the entire Board of Directors: Henry C. Alexander C. B. Burnett Edgar G. Burton F. E. Dutcher A. R. Fisher . Joseph A. Grazier K. V. Lindell George P. MacNichol, Jr. F . II. May , Jr . William F. May John P. Schroeder A. C. Smith .. William C. Stolk Thomas E. Sunderland "" C. B. Burnett, President of the Corporation, acted as Chairman of the meeting and presided thereat and Herbert Morton Ball, Secretary of the Corporation, acted as. Secretary of the meeting and kept the minutes thereof. *** The Secretary distributed to the meeting copies of a 'report "Asbestos and Health". The President noted that copies of material previously given the Directors in 1966 had been sent to new Board members William F. May and John P. Schroeder. The report to the- Board was for.information purposes only. -------- ------- --- OF 'i 11E BOARD OF DIRECTORS OF JOHNSMANVil.LE CUkRUKATJLON was held in the offices of the Corporationptr.tlic 11th floor at No. 22 East 40th Street, New York City, on Wednesday, the 15th day of January, 1969, at 9:00 in ` the fore noon. The following Directors were present, constituting a quorum:, C. B. Burnett F. E. Dutcher Joseph A. Grazier K. V. Lindell George P. MacNichol, Jr. F. II. May, Jr. William F. May John P. Schroeder A. C. Smith : William C. Stolk . C. B. Burnett, President of the Corporation, acted as Chairman of the meeting and presided thereat and Herbert Morton Ball, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof. *** The Board was informed by the President's Report that at the January 17,'1968 meeting a report had been presented, giving the status of the asbestos/health situation. For informa tion purposes, an updated report (blue folder) re fleeting develop ments since that time was included in the agenda book and also had been sent to the Directors in advance of the meeting. * l A REGULAR MEETING OF THE BOARD OF DIRECTORS OF JOHNSUANVILLK CORPORATION was held in the offices of the Corporation on the 4th floor at No. 22 East 40th Street, New York City, on Wednesday, the 15th day of April, 1970, at 9:00 in the forenoon. quorum: The following Directors were present, constituting a ' . .................. . ; C. B. Burnett George C. Dillon Robert L. Geddes Joseph A. Grazier K. V. Lindell . George P. MacNlchol, F. II. Bay, Jr. William F. May George B. Munroe John P. Schroeder A. C. Smith . William C. Stolk Jr. " C. B. Burnett, President of the Corporation, acted as Chairman of the meeting and presided thereat and Herbert Morton Ball, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof. *** The Chairmaii reminded the meeting that at the Board meet ing on January 15, 1969 a report.had been presented giving the status of the asbestos/health situation. The fourth such report to the Board was sent to the members -in advance of the meeting. . The Chair man pointed out to the Board that the Threshold Limit Value, or standard of allowable dust in asbestos mining, milling and manu facturing operations in the United States, was revised in 196S from 5 million particles per cubic foot of air to 2 million particles per cubic foot, or 12 fibers (over 5 microns in lenght) per cubic centimeter. He stated that it appeared highly likely that the staudard would be reduced even further in 1970 to 5 fibers per cubic centimeter. Dr. Irving Selikoff was recommending 2 fibers per cubic centimetcr. : .There was also the possibility that the definition of what 'is a fiber would be redefined which would make 'compliance more difficult. He also noted that all asbestos fiber bags shipped in the United States and Canada now carried a caution label urging careful handling of the fiber to avoid unnecessary exposuro to asbestos dust. The addition of caution labels to overseas shipments had aroused customer opposition and had not been accomplished so far,. He also noted for the Board that J-M was presently defend-' ing a number of 1 aw suits rolating to asbestos/health. In addition to the. potential cost, any one of these suits might trigger publicity alnui t ;tsl>es to-/health 1 elated hazards. lie explained "to the Board that strong sampling in New York had not shown any hazard to the general public but that further sampling would be secured in the . United States and at plant locations in an effort to determine that there was no threat to the general public. ' Mr. Burnett further ccoomnmceenntterdatoionnthine tmeusntsicitphaal t whaatderresvaemaplleeds athned cinofuinnitteesdimonal thfiebo-r Transite pipe test loop experiments being run at Research Center. He further commented on the beer contamination studies also being conducted at the Research Center. The Chairman invited the Board's attention to pages 1 and 2 of Appendix B of the Report and commented on the potential liability of Workmen's Compensation claims most of which had resulted from extensive mass filings at the Maivlllo Pmlamntostanodf atnne insctareteasse inof wWhiocrhkmJe-Mn'soCpeomrapteedn.sation`statutoryy benefits FF .) A MEETING OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIHECTORS OF JOHNS-MANVILLE CORPORATION was held at iv Wo. 23 Wall Street, Nev/ York, N. Y. on June 11, 1931 at r'T 3:00 P. M. yS | ^ The following members of the Executive Committee were present: ` r; y . Mr. Francis D. Bartow Mr. LeY/is'H.- Broy/n Mr. H. E. -Manville Mr. W. R. Seigle . Mr. George Whitney. Mr. H. E. Manville, Chairman of the Executive Committee, was Chairman ,of the meeting and Mr. Lewis II. Brown, President, acted as Secretary of the meeting in the absence of Mr. E. M. Voorhees, Secretary of the Corporation. The President referred to the case of Mr. J. C. r Younglove, who has been with the Company since 1903, and for a number of years in the Railroad and Government Department of the Western Division,, and explained the difficulties that have existed with Mr. Younglove for five years, including V that which arose in 1928. The President stated that in 1930 Mr. Younglove was given additionalcommercial accounts to handle so as to afford him an opportunity to justify his salary; that this plan has not been successful and that the officers of the Corporation, upon the written recommendation ?. of the Vice-President in charge of the Railroad and Govern ment Section of Johns-Manville Sales Corporation and of the President of Johns-Manville Sales Corporation, have decided to release Mr. Younglove, paying him a termination salary of * four months beginning July 1, 1931 and ending October 31, 1931 ; Upon motion duly made, seconded and unanimously carried, the action of the officers of the Corporation in the case of Mr. V Younglove was approved and confirmed. Statements were submitted to the meeting covering sales, net profits, cash position:-and the current building -situation. The President announced the appointment of a Manager of the Research Department of the Corporation at Manville, New Jersey, ;md discussed the June sales trend, the sales contest for the summer months, method of paying salesmen, the item of "Factory Variation" in the earnings statement, and the trial of the pending so-called asbestosis case. i A OlU.'ia \ r RESOLVED thfit Johns-Manville Corporation be, and it hereby is, authorized to guarantee to Morgan, Grenfell and Company, London, England, their heirs, executors, administrators and assigns the punctual payment: (a) At maturity, of each anjl all bills due in not more than ninety days drawn by the firm of A. Thomas.& Company, Inc. and/or Louis Pelot, Paris, France on the corporation known as Celite Products Corporation or any successor corporation thereto (provided all of the stock of said successor corporation shall be owned either directly or indirectly by Johns-Manville Corporation) without recourse on said A. Thomas & Company, Inc.^and/or - 1 Louis Pelot respectively and discounted for said A. Thomas & Company, Inc. and/or Louis Pelot ' respectively by said Morgan, Grenfell and Company, provided, however, that the liability of JohnsManville Corporation under said guarantees shall in no event exceed at any one time the aggregate principal sum of 8,000 pounds Sterling or the equivalent thereof, in lav/ful money of the United States of America irrespective of the currency In which the obligations hereby authorized to be guaranteed are payable; (b) At maturity, of each and all bills due in not. more than ninety days drawn by the corporation known as Celite Products Corporation or by its successor corporation as aforesaid on any customer of said Celite Products Corporation and/or its successor corporation as aforesaid, without recourse on said Celite Products Corporation or its successor cor poration as aforesaid and discounted for such customer or customers by said Morgan, Grenfell and Company, provided, however, that the liability of Johns-Manville Corporation under said guarantees shall in no event exceed at any one time the aggregate principal sum of 5,000 pounds Sterling or the equivalent thereof, in lav/ful money of the ' United States of America irrespective of the currency in which the obligations hereby authorized to be guaranteed.are payable; and it was FURTHER RESOLVED that the President and/or the Secretary _and/or Treasurer of Johns-Manville Corporation be, and either of them hereby is, authorized and empowered to execute a form of guarantee or guarantees containing the t \ 01) ! T.o I provisions sot forth in any or all of the foregoing resolutions and such other provisions as in their judg ment may be deemed necessary or advisable; and it was FURTHER RESOLVED that the resolutions adopted at a meeting of the Board of Directors of Johns-Manville Corporation held on September 16, 1929 authorizing said Corporation to make to said Morgan & Cie. guarantees of __ an approximately similar character as that herein author ised with reference to the payment of taxes in the Re public of France be, and they hereby are, in all respects rescinded. Upon motion duly made, seconded and unanimously ' carried, it was . y; '.f h. ' A; i ;* V V f: Vi RESOLVED that Johns-Manville Corporation open an account with the First Rational Bank in Minneapolis, Minneapolis, Minnesota lcnov/n as the "TREASURER'S ACCOUNT" and that all checks, drafts, notes, acceptances, bills of exchange and orders for the payment of money drawn upon said account shall be signed by the General Auditor, Assistant General Auditor or Chief Accountant, and in each case shall be countersigned by any one of the following officers: The President, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary; and it was further RESOLVED that the Treasurer or any Assistant Treasurer be, and any one of them hereby is, authorized to notify said Bank as to the adoption of said resolution. :K; . A cash statement and forecast were presented by the \ Treasurer together with.a report on orders, sales and shipments for the first few weeks of February, that is, to February 17th. Various other matters were discussed. Whereupon, on motion duly made, seconded and unanimously carried, the meeting adjourned. tV . , */ ;l no 1 *;) Secretary A 00121 -The President advised the meeting that Messrs. Hobart '* M.i.nard of Newark: had boon approached by the aI.I.orriey Tor the p'ninl.MTs in the eleven pending " ashes tor. Irases with an offer to settle all the eases upon a much .lower basis than hod ever been previously discussed, lie further stoted that our general counsel, Messrs. Davis. Polk V/ardweU Gardiner & Heed, as- well as Messrs- Hobart k M.i.nard hod recommended that v/e settle for approximately t-GO,000 provided written assurance were obtained from the attorney for the various plaintiffs that he -would not directly or indirectly participate in the bringing of new actions against the Corporation.- .. . After discussion, on motion, duly made and seconded,, the following resolution was unanimously adopted: REG01.VED that the President of tlvc: Corporation bo, and lie hereby Is, authorised and empowered to enter into negotiations for the- sott.l.e- ' mont of all the eleven asbestos!s actions that have been brought against the Corpora tion by former employees .and which arc now pending in the federal District Court of New Jersey and, in his discretion, to settle all said cases, provided 'he President shall, after further invest.Italian, be of the opinion that such settlement is for the best interests of the Corporation. There being no further business to come before the meet Inc., i t won, on motion, duly made and seconded, unanimously adjourned- Secretary of the Meeting A I'KKTI IK'. OF 'JIIK lOAUD OK I> I HI.CTOH:'. OK .JOiltlC-MAIIV J l.I.K COlirnnvnoil was held at the orri.fr':: of the Corporation, !lo. r!fK! Madison Avciuk:, flew York, 1). Y- on Monday, l.lu: Cdth d:iy of April, J <)'/,?> at 4::'<) P. M. The following DLreeI.nr:; were present: Messrs. Waller II. Aldridge J.ev/ls II. brown II. K. 'UnnvIUo W. 11. Melgl.e Clarence M. V/oo.lley. Mr. V/. It. Moil'l.o. Chairman the board, noted nr. Chairman of the meeting and presided thereat and. In the absence oC the Secretary of the Corporation Mr. I.ov/ls 11. brown acted as. Secretary of the meeting and kept the minutes thereof. A. notice of the meeting -and affidavit, of mailing of the same to .all the Directors of the Corporation was presented and on motion, duly made, seconded and unanimously carried, said notice and affidavit were ordered filed with the minutes of the meeting. The minutes of the meeting of' the board of" I) i rer l.urs held on March KV, I.OK.S wore road io the men tin'; and on motion, duly made, seconded and unanimously carried, were ratified and approved as recorded. Deports w^re .submitted to the meeting covering cash position .and cash forecast, major project.::, the earning statement for -the 'first quarter and the results of operations during the month of April to' the latest date figures were available. a mi i-.ri:i<; or 'in;: Ho.iun ok rntn/'.infr. or .iohii:;...ma;:vim.i: co.di' v# i:: h<-0. I. Ihc ,,rn.-.. ,r Mr. 0. fJ'invl I li'j miw- <il lh.- |ti( ii:*ftrn aCorporation, '!L Do. k'.B' Madison Avenue, Iks. York, II. Y., on MonU.ay, I dr>y of J uiic, .1.^3-"S.'S at l;50 1'. M. Tlio follov;Li';' Dircctors wro pn-::fiit.: Messrs; Walter H. Ablr.ideo I.ewir; 11. D rov. n II. K. M.-mvl ILf! - W. n` Scirlo : Georpe Whitney * Cb\rcnce M. Woolley. * Mr. 7/. it. Self-;to, Chni.rr.rm of the IJo.'iid, acted as Chnjiamn of neetiny and presided thereat nnd Mr. E. M. Vnorhees, Deere tary^of the Corriom-tion, acted ns fiecretnry of the moot nip mid kept l.hn minutes thcr* T*mq notice of tile nee tiny, nnd^ nff.idnv.i t of mv.Vl.in;- of the same to ril.1. of the Director.'; of i-iic Corporntion were jnertr-nted, arid on motion, duly rn'ido, seconded :md unanimously carrbd, s.o.ib notice and nfCid.-tvik v/ei ''ordered filed with the minutes of the menhir?'. The Deere fury pointed out tint the notice referred to in the affidavit. indicated that the meetin" ' v:rmld be held at the "!2 Dost AOUi ^tn-et office:; of Ihe On rpom t. Von hut tlr-.k all of the Directors had hern personally advised by telephone of l.hn change in the piece for Die ho.ldi.nr- of the moctinp. The minutes of tie merlin;; of the hoard of Dir'-c.lors lield on the tli day of April, 1055 wore read to Uv U'-etiir; and on are linn, du I y made, seconded and unanimously carried, v.cre ratified nnd approved as recorded. The f resident advised th-* men Lina that., upon Ike- .advice and re commend a lion of Messrs, Hobart d ilj.nsrd (trial, attorneys) and of Mr. Yinrd.veil (general counsel for the Corporation) and pursuant to the authority fronted him at the April neetinf. of t.he Board of Director.';, he had nrrr.nred ;t settlencnl of the eleven asbestosls oases pending, in the i.'cw Mersey court. This settlement called for the payment of the total sum of Dad,050. ilo.-.ever, only .10,000 vns to b? paid at the present time and the remainin'' ?.?>, 000 would not. be paid until July 51, 105'!. Dc-iyUn;; tin; final payment, all of .the cases were to be retained on the calendar of the court, and adjourned from lime to time. The:*-:: no furl,.i r on.:itn-n: l.u boTor'.' t/:uj n-.-ctliuj, u;, on no!.'"n. only imcln ?n r.cnon.'CHl, i rmunly /, i) J 0 U !l !l K i) occ re Izr- I4eeLin-. V 43 A HKCIM.AH MUTING OK TIIK BOARD OK I) I HKOTOIC; OK JOHNS MAN V f 1,1, E CORPORATION w:is held In the offices of the CorpnrnUon ,,,, | ho 1 1 (Ii Moor :il No. 22 East. '10 L h drool., Mow York City, on Wednesday , l.lie 17 lit day oC January , : .LCJGH , a I. D: 00 in Uic fore noon. The I'o 1 lowin'; Directors were present, cons Li Luting Lho entire Hoard of Directors: ' Henry C. Alexander. C. H. Burnett Edgar G. Burton F. E. Du teller . A. R. Fisher .Joseph A. Grazier K. V. Lindell . George P. MacNiehol, Jr. F. H. May, Jr. William F. May John P. Schroeder A . C . Smith William C. Stoll; Thomas E. Sunderland C. B. Burnell, President of the Corporation, acted as Chairman of the meeting and presided lheron!, and Herbert Morton Ball, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof. . A notice of the meeting and a I fjdav.il. of mailing the same to all the Directors of. the Corporation we.re presen Led to the meeting and, on motion, duly made, seconded,, and unanimensly carried, were ordered filed with the minutes of the mcoLing. The members of the Board of Directors had been furnished in advance of., the meeting with most of the material which would be of value, in aiding their consideration of the matters appearing in the agenda book. \ II The report also con ta i tied , [nr Mu- i n I onna l i on of I he linanl , a brief snuii'inry o f the following major capital expend i l.tirc.s (over '<()() ,000 each) that would Ik: presented lu I he board for oon.si deration in l!H>b; Kxpansi on of Mil. line Fa n i I i (. i os at .JeJfrey Min<' - $7 fi()0,000 ; Facilities to Increase Capacity of Filter Glass Toxl.il os at Walorvillo I'.lauf - $'<rt, ^.'i0 (000 ; Facilities for the Production nf Fiber (Hass Insulation Produced by the Itofary Process: at Penbryn Plant - $'1,000,000; Increase Produ ct i on o I Filter Aids at IV i Nsembouri;, France - $700,000; Fnv j.ronmen tal Control $1,700,000. A Hi GUI,AH MKKTffir. fK TIIK HOARD OK D IK KOTORS OK .1011/. MANVJF.M; CORPORATION was 1m* J fl in 1 he offices of 1 lie Corpora 1.1 on f In* I II. h floor at. No. 'A2 Hast doth SI reel , N<ov York Cl.-ly, Vicfluosdny, the 15l.li day of January-, 1UG`J, a 1 !);00 In L It o fore noon. ` quorum: The following Directors were present, constituting n C. H. Hui'net I. F. K. Du teller Joseph A. Grazier ,K. V. Linde 11 George P. MacNicltol, F. .If. May, .Tr. William F. May John P. Schroeder A . C . Sm L tli Y/illiam C. SLolk ^ Jr. C. B. Burnett, President of the Corporation, acted as Chairman of the meeting and prc.sidod thereat and Herbert. Morton Hall, Secretary of the Corporation, acted as Secretary of the meeting and kept the minutes thereof. A notice of the meeting and affidavit of mailing the same to ail. the Directors of the Corporation were presented to the meeting and, on motion, duly made, seconded, and unanimously carried, were ordered filed with the minutes of the meeting. The members of the Board of Directors had been furnisher in advance of the meeting with most of the material which would be of value in aiding their consideration of the matters appearing in ilin nreiwln book.