Document JNGbp09rm0QrYNmMyX1Dwz94K

Minutes of the regular monthly meeting of the Board of Director* of The Glidden Company, held at the office of the Company, 1396 Union Commerce Building, Cleveland. Ohio, on Tuesday, June 22, 1948, at 10i30 o'clock A.K. The following director* were present: Adrian D. Joyce B. B. Horsburgfc Dwight P. Joyce V. J. O'Brien P. B. Sprague A. D. Duncan L. T. Pulliam J. P. fiuth V. Setsold J. A. Peter* Clifton X. Xolh Mr. D. X. Burra** also attended the meeting. Mr. Adrian D. Joyce, Chairman of the Board of Director*, preiided, Mr. Clifton X. Xolh. Secretary, recorded the minute*. The Chairman called th* meeting to order and the Secretary pre*ented the Minutes of the previous aeetlng, the reading of which vat, upon motion duly made, seconded and unanimously carried, dispensed with a&d eald Minute* were approred. The Chairman read an excerpt from the Minutes of the meeting of the Executive Committee held on June 14, 1948, relative to construction of a re search laboratory at the Alston Avenue, Chicago plant of the Pood Division mad asked for the report which was to be made by Mr. V. J. O'Brien and Mr. David X. Burruss to the director* or the Executive Committee relative to the proposition. Mr. David K. Burracs, in charge of the Knglneerlng Department, read Me report, a ccpy of which is attached to these Minutes, which was acquiesced in by Mr. V. C. O'Brien. Thic report indicated that after careful study of the whole situation it vr? found advisable tc construct a research laboratory on the record fit-or cf the cid preor. hour. building at the Elston Avenue plant of the GLOO 22938 Darfcft famous foods Division, that this would be a permanent location, and that it conformed to the general orar-all plan tor the future expansion of the plant. An estiaato was submitted shoving that it would cost About #17,000 to utiliso the second floor of said building for a research laboratory and that the equipment would cost approximately $12,000, taking a total of about $30,000. The Mtter vas carefully considered by the directors and upon aotion duly made, seconded and unanimously approved It vas decided to construct a re search laboratory on the second floor of the press house at the listen Avenue plant of the Durkee famous foods Division, as rocoaaeaded by Mr. V. J. O'Brien and Mr. David V. Burruss, at a total cost of approximately $30,000, in accord ance with the estimate submitted. Mr. David V. Burnet stated that the providing of storage qpace at the SI ston Avenue plant of the Durkee famous foods Division at Chicago had bean given careful study end that additional space had been located in a bravery property about tvo blocks froa the plant at reasonable rates which would take c&re of storage for the present and that in view of this it wculd not be economical to carry out the plan for tearing down the part of the old press house and constructing a new building according to the general plan for future expansion at the litton Avenue plant, but that it would be advisable to pro vide additional tanks for the storing of oil which could be located on the property which the Coapany is acquiring from the Chicago and Yorthvestern Sailway in accordance with the general plan for expansion at the Elston Aveon-s plant. Be stated that storage tanks with a satisfactory capacity, located at the Chickasaw Arsenal, could bo purchased if the Cospasy acted quickly, and Installed at a cost of approximately $b6,lA0. f.T.I. ffo. 13-1 was submitted, chow lag the cot-* of the tanks aai the necessary equipment and the erection charge. GLD022939 Upon motion duly Md, seconded mod unanlmtmsly carried, P.P.S. Xo.13-1 covering the expenditure vti approved, with the understanding that if possible the tanks of the Chickme&v Arsenal should he purchased on a de livered baais at the property of the SI ston Arenas plant, In order to avoid any risks involved in transportation to the property. Hr. Dwight P. Joyce, President, submitted m P.J.I. in the amount of $2,670,520 covering the construction of on extraction plant, elevator, and all of the other necessary facilities in connection therewith at Indianapolis. Indiana. Ge road a letter from Mr. Ralph Oolseth relative to the project d the reaeone therefor. The matter was ditoasted and it was decided, upon motion duly made, seconded and unanimously carried, that each director should carefully consider the proposition and that a special meeting should be held at the end of the week of June 27 to give the matter further attention, and that Mr. Ralph Ooleeth and Hr. Paul 01eon be requested to attend the meeting to answer aay questions regarding the projeot. The Chairman referred to a letter that he had received froa Mr. Cordon Kutersbaugh which indicated that It might be advieable to sell the buildings now occupied by the Yublan Paint and Tarnish Company aid the Adams and Siting Company Divisions of the Paint Division at Chicago and construct a new up to date paint plant. The Chairman pointed out to the directors that it is advisable and to the best interests of the Company to use the facili ties which we have and to provide necessary labor-saving devices to keep the cost of production at the lowest possible point; that it would be nice to &Ave a very modern, streaa-lined plant at Chicago, but that the cost of each & plant built at this time would be prohibitive and combined with the loss that would be suffered in giving up the other plants would probably plr.ee the CcnpAny ic a less advantageous position than It was at present. He expressed GLD022940 th* opluion that he hoped that the Tie* Presidents would concentrate upon utilising whet we hare to the fullest extent amd-using their Ingenuity lu this direction. The Chairman reported that he had received a letter froa Mr. Kelley, who ie doing a fine Jot in operating the Collinsville plant of the Chemical A Pigment Division. Be pointed out that Kr. Xelley reported that Labor ie not cooperating to the fullest extent hut that he hoped to have the situation corrected in tine. The Chairman suggested that it might he advisable te uti lise an incentive plan to help in the eolving of this problem. The Chairman asked whether or not the pile of refute at Colllaeville containing tine could he utilised. This matter ie to he studied and a report le to he made to the Chairman. The Chatman stated that Mr. Cecil Karsh had resigned as Manager of the Peed Division at Indianapolis and that Kr. C. Kenneth Shuman had been appointed Manager In his place. At this point the meeting adjourned for lunch, to reconvene at 2:00 P.K, The general question of vacations was discussed and It was the con sensus of opinion of all the directors pretest that vacations when taken should he continuous and taken all at one time, except In unusual cases where It ie necessary to get out reports in the Accounting Department or some other un usual circumstance, end that the Tice Presidents in charge of Divisions en deavor to carry out the general policy. The Secretary submitted a list of P.X.l.'s which had been approved by the Vice Presidents of the Company pursuant to authority granted to them for the period from Kay 20, 1948 to Juno 18, 1948 and read the larger items for each JMvi*ior*. Said list of P.P.JC.'s as follows was upon motion duly made, seconded b-iic ur.&':icut:p carried approved: CLD022941 DIP1 SI 01 Kalnt. Hot over 3.ooo Chemical X Pigment Durkee Pood Peod Kill - Indianapolis Ketal s Refining llaval Stores Paint Soya -0- % 4,367.27 -0-0-0- 5.977-79 3.383.00 TOTAL $ 13.728.06 Bon-laergeney Capital Hot over tl.000 $ 1.350.50 9.125.45 605.00 -0275.00 4,702.22 5.014,25 $ 21,072.42 Division Total $ 1.350.50 13.492.72 605.00 -0275.00 10,680.01 B.397.25 $ 34,800.48 Hr. R. B. Horeburgh, Tice Chairman, stated that it had been deter mined that sufficient fire protection could be provided at the Buena Park plant of the Company for the present by installing one water line at a eoet of $6,180 plus the coet of a few valves and plus the eost of two fire plugs. The matter vas given consideration and upon aotlon duly made, seconded and unanimously carried the expenditure vas approved. The Secretary offered the following resolution relative to issuing a new stock certificate in place of stock certificates 4073 for one share and CP-1 for ten shares of the Coaaon Stock of the Company, which certificates had been lost. He stated that a satisfactory bond had been filed indemnifying the Company against loss. Upon motion duly mads, seconded *&d unanimously carried the following resolution vas adopted: BISOLTXD, that The lew fork Trust Company and The Chase national Bank, transfer agent and registrar respectively of this Company, be and they are hereby author ised to issue new certificates for the Common Stock of the Company to replace certificate Ho, CP-1 for ten shares outstanding in the case of Kies A"" Mountain and certificate Bo. 4073 representing one share registered and outstanding in the name of Kiss X. X. Mountain, satisfactory indemnity bond having been filed with the Company, and RXSOLVED, that the officers of the Company be and they are hereby authorised to do all things necessary to carry out the terms of this resolution. The Secretary stated that it was advisable for Xmeome Tax purposes tc deposit fu.nd6 received frca fire losses in a special account so ths-l they rw';' r-r traced to facilities for which the funds were used, particularly In GLD022942 connection with the fire lot* at the Jacksonville plant, and offered the following resolution which vat upon motion duly made, seconded and unanimously carried approved: R15QLTXD, that this Company open a hank account with the Union Commerce Sank of Cleveland for tne purpose ot depositing funds received from insurance companies covering fire losses, to be known as Ina Olidden Company fire Lose Account; that funds received from insurance companies In the settlement of fire losses be deposited therein and withdrawn by checks issued in the name of The Olidden Company, signed by any two ol the following: J. A. Peters. Treasurer Clifford Hart, Cashier C. A. leach, Insurance Manager Clifton K. Kolb, Secretary The Secretary stated that he would like to have the directors ap prove the granting of authority to Mr. V. D. Stallcup to sign hide and con tracts on Government business to that there would he a minimus of delay In connection with the handling of such contracts. The matter was discussed and it was decided, upon motion duly made, seconded and unanimously carried, that Xr. V. D. Stallcup. Manager of the Vaval Stores Division at Jacksonville, JloridA. he authorized to sign Government hide and contracts covering the sale of turpentine and rosin hut not in excess of $50,000, with the understanding that X*-. St&llcup would get in touch with Mr. Sprague at Cleveland before bidding on these materials. The Secretary introduced the following resolutions relative to the bank accounts of the Company which were, upon motion duly made, seconded and unanimously carried, approved: E1S0LVXD, that Xr. 1, G. Peck he authorized to sign on the payroll account maintained by The Glidden Company with the Continental Illinois Motional Hank and Trust Company of Chicago, Illinois, effective as of the day letter of notification is received by eald bank (letter of notification dated June 10, 19hS). After said change has been made in this account, it should appear on the records of the hank as follows: GLD022943 l-- l > "llO -**- * Ji^ Any Onei J. A. Peters, Treesurer CUftoa M. Xoib, Secretary 8. X. Heath k . c. xniott D. Yoraan Bruce H. T. Zeidler T. Struckaeier X. J. Siaonek V. Be McCabe Z. G. Peek I RISOLYJCD, that Mr. Louis P. Delbel be authorised to sig* on the tweyrell account maintained by our Purkee Taaoue Poods Division with the Liberty Rational Bask and Trust Coapany, Shelby Street Branch, Louisville, Kentucky, effective ae of the day letter of notification le received by said bank (letter of notification datod June 14, 1948). After said change has been aade in this account, it should appear on the records of the bank ae follovs: Any Onet J. A. Peters, Treasurer Clifton N. Xolb, Secretary George Atkinson K. A. Beck Charles Lean Louis P. Deibel RXSOLYrD, that Mr. Dana Case be authorised to sign on the working fund account aalntalned with the Continental Illinois Katlonal Bank 4 Trust Coapany of Chicago, Illinois, on behalf of our Metals defining Coapany Division at Haexond, Indiana, and that the authority of Mr. David V, Burrass to sign on this account be cancelled, eald changes to be effective as of the day letter of notification is received by said bank (letter of notification dated June 15, 19**3'. After eald change has been Bade in this account. It should appear on the records of the bank as follows: Any Two: J. A. Peters, Treasurer Clifton M. Xolb, Secretary X. P. Palmer B. X. Heath Paul P. Blase Dana Case Prances Setella Anderson SXSOLTXD, that Mr. Dana Case be authorised to sign on the payroll account maintained with the Mercantile Sational Bank of Baaaoad, Indiana, on behalf of our Metals Betting Coapany Division at Hammond. Indiana, and that the authorisation of Mr. David V. Burruss to sign on this account be cancelled, said changes to be effective as of the day letter of notification Is re~ ceivod by said bank (letter of notification dated Pune 15, 1948), After said changes have been aade in this account, it should appear on the records of the bank as follows: Any One: J. A. Peters, Treasurer Clifton K. Xolb, Secretary B. P, Palmer H. X, Heath Paul P. BIo g f . Dana Case 0LD022944 BXSOL.TXE, that an account be opened with the Citisens 4 8outhern national Bank of Valdosta, Oeorgia, in the name of Mr. Hoke 8. Propet, ae Buying Agent for The (Hidden Conpany, effective ae of the date upon which letter of notification ie received By eaid bank (letter of notification dated Kay 28, 1948); and that any one of the following be authorised to sign on this account t Any One: Hoke S. Fropes 7. C. Kenning J. A. Fetere, Treasurer Clifton K Kolb, Secretary V. P. Stalled C. K. Vallav Jr. Checks drawn against thl* account are to bear the notation "Pearson Account*. EESOLTJ3, that the signature of Hoke 8. Propes, Jr. be added to thoee author ised to sign on the account maintained with the Citizens and Southern Hatiooal Hank of Taldosta, Georgia, in the naae of "Hoke S. Propee, as Buying Agent for The Glldden Company*, effective as of the date letter of notification le received by said bank (letter of notification dated May 28, 1948); after eaid change has been made in this account it should appear on the records of the bank as follows: Any One: Hoke 5. Propes Hoke S. Propes, Jr. J. A, Peters, Treasurer Clifton K. tolb. Secretary V. 2). Stallcup C. N. Veils, Jr. Chocks drawn against this account are to boar the notation "ficholle Account*. HSSOLTAD, that the signature of 2. A. Laha&n be added to thoee authorised to oiga on Account Ho. 2 of the Company maintained with the Continental Illinois Sational Bank and Trust Company of Chicago, Illinois, effective ae of the date letter of notification ie received by eaid bank (letter of notification dated June 2, 1948). After this change, the list of authorised signers on this account should appear as follows: Any Two: J. A. Peters, Treasurer Clifton K. lolb, Secretary R. K. Heath 2. c. miott S. 0. Xaupert 0. Honan Bruce 2. &. Goleeth J. G. Stephan H. H. Froyd Raymond McGee 0. Florin Ford M. Ferguson Robert A. Lahann GLD022945 The Secretary raad a latter from Villiam and K&rgarst Suiui stockholders of the Cospany. complimenting the Company and Mr. Adrian J>. Joyce, Chairman, and the directors for their outstanding accomplishment in guiding the Conpany to its present strong financial position and large growth in sales and offering the suggestion that the Company could tare soae aoney 'by calling the Convertible Preferred Stock with aoney borrowed on long-term notes. The Secretary submitted contracts with American Agencies Limited of Madras, India, relative to the granting of licenses to said company for the use of the Company's Lithopone and Bod Lead and Litharge processes. He gave a general suaaary of the contracts, and upon motion duly made, seconded and Unanimously carried, they were approved. The Secrotary offered the following resolution relative to the ap pointment of Mr. Fred B. Vickham as ons of the joint registered agents for ths Company in the Stats of Missouri in the place of Harvey L. Slaughter, which was upon notion duly made, seconded and un&nlaoucly carried, approved: B2SCLYED, that the appointment of Harvey L. Slaughter as one of the joint registered Agents of The Qlidden Company in the State of Missouri be revoked and that Fred B. Wickham be appointed in his place, and that the Secretary or the Assistant Secretary of the Coap&ny be instructed to file all necessary papers in the Office of the Secretary of the State of Missouri in order to accomplish said change. That after said change has been Bade, the joint registered Agents of The Qlidden Coap&ny In the State of Missouri shall be Fred B. Vickhaa ana Eenry V. Blodgett. The following P.F.E.'s were, upon motions duly Bade, seconded and unar.iaouEly carried, approved: B 3230 - Chenlc&l and Pigment Company Division St. Helena, Baltimore, Maryland Acid Storage Tank Yitb the understanding that if second hand tank cars can be secured for less, or eone other tank for less, the Di vision will endeavor to nuke the saving. $ 9,*>03.00 36? - Berkeley Plant Overextended amount necessary to complete the installation of new deodoriser and cycling tower 10.049.53 CLD022946 21-1 - Loui trill mat Two Overfire Hr Blower* with actors, tarter*. *tc. to eliminate eaoke $ 1.600.60 B 28f>4 - Bubian Paint A Tarnish Coapany Division, Chicago Six 40-gallon Mixer* equipped with a 5 horsepower aotor Installed 2.466.00 3152 - Bow Orleans Plant One *XCN Pebble Kill installed 1.520.40 1615 - San franclaco Plant One 47-A Botary Can Lid Sebosting Machine ceaplete 1,222.12 B 2850 - Vublan Paint A Tarnish Coapaay Division, Chicago Ploodlightiag for security purposes 1,425.00 B 973 - Toronto Plant 5 Model T4RP Tale Load Xing Pallet Trucks 250 Palletts B 3378 - Beading Plant Karl Kiefer Type 5L-2 Presnre Pilling Machine B 992 - Toronto Plant One 6 x 10 Pebble Kill installed 4994 - Honolulu Store One IB-2 3/4 ton Pick up truck B 3739 - Cleveland Plant 1 Ingereoll-Band Air Compressor with understanding that it will be purchased froa Government for lose If possible. 3,538.75 1.690.00 10.979.85 2.060.00 5.864.90 Mr. David P. Burruss, Jr. presented a P.P.I. covering the inetal- latlon of a hull dust collecting ytea at the Soya Product* Division, Chicago, at a cost of $25,500.00. He stated that a careful survey bM been sod* relative to the dust situation at the Soya Product* Division, Chicago, and it va-: the consensus of opinion that the collection of the hall dust should be fivtr eonf.iCera*ier. It was decided that the cost of installation vae too la-.fi and that trr propr-r-i tion should be investigated further. GLD022947 Mr, Alexander 2>. Pasoan, Tice President, reported that an e^lojrss of the forman* s Group had expressed the opinion that employees should he given a chance to buy the eepital stock: of the Company. She natter was considered hut it va* decided that employees should be advised that they could buy the stock of the Cospany through brokers offices and that the Conpany, because of past unfavorable experiences, had decided not to offer etock of the Company to employees. Kr. T. X. gprague. Tics President, reported that he had made an investigation of the extra freight costs at the Hetals Refining and Xu*ton. lead Divisions which tell 7.O.B. the plant with freight allowed and had found that thle method of selling made extra clerical work and in some instances caused strained relations with customers who did not receive their credit for freight promptly. Be suggested that sales be made on a delivered basis and the Company pay all freight which would reduce the clerica? work and save the customer the extra work of sending in the freight bill for credit. It was pointed out that the Company sold on the basis of f.O.B. plant with freight allowed in order to make the customer collect from the carrier, bis agent, and that If the customer did not send in his frei^ii bill he did not receive his credit for freight allowed, the matter was considered and it vae decided to have a committee consisting of Kr. J. A. Peters, Kr. B. V. Maxty and Kr. 71cyd Bycell investigate the whole subject of freight and report to the directors. Mr. L. T. Pulliam, Tice President, stated that an additional loadljg; dock should be constructed at the Korwalk plant of the Burkee famous foods Division at a cost of .000.00. The directors were of the opinion that the cost was too high and requested that the natter be given further consideration. Kr, i., T. Pulliam, Vice President, stated that Kr. Sewell Beatty, Vice T'rcicf'i.t, h-.-. r^cn-cr.ccd that cechar.lcal controls for refrigeration at Ir.rW r; !- y ft a cert of ?l,?h?.0C. It was rugrerted that the use of such control* be discussed with the Oirdler Corporation before the purchase la made to see If the control* are necessary and If they will reduce coats or control operations ao that their purchaae will he Justified, Mr. L. T. Pulliam, Tica President, brou^it up the proposition of painting the old part of the IHshnrst plant to match the new buildings, at a cost of $1700.00. but it was decided that nch painting should be deferred to a later date. there being no further business to come before the meeting, same was upon motion duly made, seconded and unanimously carried, adjourned. GLD022949