Document Jr83xM2pY71N2emVxN69e6VeX

PITTSBURGH CORNING CORPORATION v MTmrres OP FIRST MEETING of the BOARD OR DIRECTORS The first meeting of the Board of Directors was held at the office of the Corning Class Works, SOI Fifth Avenue, New t York City, on the ninth day of April, 1937, at 10:00 o'clock A. K. O 05. rr- ~ ---J Present: Amory Houghton ^ H. Sm Kherrett ' Arthur A. Houghton, Jr. ^ Clarence tt. Brown f." George D. Macbeth C ' ,3 Robert L. Clause -- T, l constituting a majority of the Board. Clarence H. Brown acted as Chairman, and George D. Macbeth was appointed temporary Secretary of the meeting. The Secretary presented and read a Waiver of Kotloe of the meeting, signed by all the directors. Said Waiver Is as followst r..q uuuUMtNT vr/^ INU J A RECO S8' we. D NOT COME LvrSLES AND CANN0T BE AUTHENTI BY PPG INDUSTRIES, INC. i BB ?3269 j 4553 P1TTSHJ5CH CORNING CORPORATION WAIVER OF KOTICI FIRST MEETING 07 THE BOARD OF DIRECTORS TJL. 1ST. UNDERSTATED. being the directors named in tho Articles of Incorporation or tho ebcnre Baaed corporation, TO EHTthBY WATTE NOTICE of tbe time, place and purpose of tbe first meeting of the Board of Directors of said corporation. WI DESIGNATE tbe ninth day of April, 1057, at 10:00 o'clock in tbe _ rj~ forenoon, as tbe tine, and- 501 .Hftb Avenue, Hen Tork City, as tbs i<i pises of said meeting; the purpose of said meeting being to elect O __l offiesrr, fix tbe ecmpensetlon of tbs officers, authorize the issue {-- " of tbe capital stock, authorize tbe purchase of property if necessary"., . _ for tbe business of tbs eorporetlon, authorize tbe execution of a Ur! proposed Agreement between said eorporetlon and Pittsburgh Plats 55 53 53 3Class Cooposy and Corning doss Works, Inc., and tbe transection of - aucb other business as mny be necessary or adviseble to facilitate o and complete tbe organization of said corporation, and to enable r_ ^ It to carry on its contemplated business. v '- BATED April 9, 1937. _ (Signed) (Signed) (Signed) (Signed) (Signed) (31gned) (Signed) (Signed) (Signed) (Signed) * .. AMORT HDPGHTOW H. S. WHSRRETT CURZKCb n. BROWR ARTHUR a. HOUGHTON. Jr, H. B. HIGGIB3 HAROLD P. PITCAIRN GEORGE D. MACBETH B. L. GLAUCZ EUGEKE C. SULLIVAN ALsmans D. PALCS f F THIS DOCUMENT WAS NOT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUTHENTICAi ED BY PPG INDUSTRIES. INC. 4564. -2- The minutaa of the first meeting of the shareholders were read and approved* The resignation of S. Stanley Sauzman, as Treasurer of the Corporation, was presented and aeoepted* The following persons were nominated for Chalman of the ^ ^ -- i<i Board of Directors, President, Tice President* Secretary, Assistant O -_j Secretary, Treasurer and Assistants to Treasurer, of the CorporationCZ? r _ LU Sr ' to serve until the next annual meeting and until their successors are';:^ chosen and qualify: .- _ Jtaoxy Houghton .**.*. Chairman of the Board *" ' of Director* H* S. Vharratt *.*',* President Arthur A* Houghton, Jr. ............. Vice President H*. B. Biggins. Tice President Ceorge D. llacbeth* * Secretary Carl S* Latah ** * * Aeoistant Secretary T. V* Carrier .** Treasurer * P* G* Cramp * Assistant Treasurer John G* Ple&lng *. *..** * Assistant Treasurer SE OO C..^. f-'- ; '"i^ -^ '7TM' -- ; < e. . -, * V. A11 the directors present having voted, the Chalzman * announced that the aforesaid had been unanimously chqaen os said Officers, respectively. :-V_ V The Chairman of the Board of Directors thereupon took the ' chair, end the Seoretazy thereupon entered upon the discharge of hie duties. ;; * L^oolllrTj : : . .IV-,' .;.?:xhts ^D0eUMr4T-- WAS. -NOT A RECORD OF - PPG INDUSTRIES, INC. DID NOT COME FROM - /* ijf'S FIiES AN.D.CANNOT BE AUTHENTICATED v. -. ' 'PPG-. INDt)StmE$f'lNC. ^ 565 Upon notion duly made, seconded and carried. It was .RESOLVED that the share certificates of this Corporation shall he in substantially the following form; cr: o-o ci- --j f" .'J C . Incorporated under the laws of the State of Pennsylvania Number Shares c,: c.V: L\ *** *-> e `/-i i 0-,J "1 '* *-r yl* PITTSBURGH CORNING CORPORATION UJ. o I oo This certifies that Is the s:* owner of shares of the par value of One Hundred Dollars.-. each of the full paid and non-esoessable capital stock of Pittsburgh Corning Corporation. Transferable only on the: books- of the Corporation by the holder hereof in person or hy attorney,-- upon surrender of this certificate properly endorsed. The shares represented hy this certificate cannot be mortgaged, pledged or otherwise encumbered, and arc held and may be sold, aeslgnad or transferred only subject to the terms and conditions of an Agreement between. _ ell the holders of stock of Pittsburgh Corning Corporation, dated March 15,.1937, a copy of which la lodged with said Corporation. Ill alTrcBS Trnmi-JuP the said Corporation has caused this Certificate to bo signed by Its duly authorized-officers and to he sealed with the seal of the Corporation at . Pennsylvania, this day of A. D. 1937. (Seal) President - Treasurer THIS DOCUMENT WAS NOT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANOO: BE ALT. iE RC V 0 BY PPG INDUSTRY 'v- | BB 0023272 | 4566 Upon notion duly made, seconded and carried. RESOLVED that the seal, an Impression of . which Is hereto affixed, # he adopted as the cor porate seal of this Corporation*. rTs ****** V"" 1**' v :> j : ,, O The secretary was authorized and directed to >rocure the proper corporate books. Upon notion duly made, seconded and carried, It was 1 pysm.-yg) that the Mellon Rational Bank of Pittsburgh. Pennsylvania, ` *`:*>*: * ; he and harahy Is designated as a depo. sitary for tha fi Corporation, that V* V* Currlar, .ita Treasurer, 1- * to open an account in tha naaa and for the use of thi is of thla ` hereby authorized Corporation, _ s* with tha Mellon Rational Bank. RESOLVED FURTHER that the Mellon Rational Bonk la ha iby authorized and directed (until further action by the Board and d j notloe thereof to the Bank) to honor and pay to charge to the ac rant of -thla THis DOCUMENT WAS NOT A RECORD' OF IT'S FILCSSAMn pam C' DiD NT C0ME FRM IT S FILES AND CANNOT BE AUTHENTICATED BY PPG INDUSTRIES, INC ' * i---J!2i3273~7 4567 Corporation, all checks, drafts, bills of exchange, acceptances, notes or orders for the payment of money when drawn on or addressed to the Mellon National Bask and signed on behalf of this Corporation by any two of the following named officers of this Corporation: H. S. Wharrett President H. B. Higgins. ........ Tice President 7. V. Currier. ........... Treasurer P. G. Crnap. ....... Assistant Treasurer J. G* rieming. * . . . . Assistant Treasurer ,r" C ^ .The Treasurer reported that subscript!ods for shares of stock of the Corporation aggregating six () shares had been received from the following named gentlemen, as evidenced by the Certificate of Incorporation, and that such subscriptions had baen paid for in fall _A. ' T -> . at the par Talne thereof, in cash: : /''i ~ r ' Ttank S. Muxzey - 1 share 'Stanley Seurraan - 2 shares ^`-'r Linwood I. Gray - 1 share . J. Cauloy - 2- shares Vrvruii',. - 'V,'-1 Treasurer further reported that said subscriptions had been assigned as follows:. >lv' Subscriber Assignee Ho. of Shares Prank 5. Muzxey 7* Stanley Sauzoan Linwood 2. Gray Thomas I. Conley . Pittsburgh Plate Glaso Company Pittsburgh Plato Glass Company Coming Class Works, Inc. Coming Glass Works, Inc. 1 2. 1 2 - - Cpon motion duly made, seconded and unanimously carried, it was RESPITED that the President_ and Treasurer be end they are hereby --v u .,w- a* _ fj ^.b- ' d6jmet-Am_nt *. v : .-RNETCA^ , ,.eY .pp.G moysTwes. wc* -* .*S W" . -1 A ' ";j 4568 I BB 0023274 j ED ' -6"N :0 a*uthorized and directed* in accordance with said subscriptions and assignments, to issue and deliver certificates of full paid and non assessable shares of this Corporation* as follows: D To Pittsburgh Plate Class Company - 3 shores To Corning class Works* Inc* - 3 shares The Treasurer reported that he had received letters from I Pittsburgh Plate Class Company and Coming Class Work3, Inc.* each of which embodied on offer to purchase 497 shares of stock of the Corporation* at par; the purchase price to he paid in cash upon th delivery of the*certificates. J 10' ** i "l Upon motion duly made, seconded and unanimously carried* it was KESOLvZU that the President and Treasurer be end they hereby ere authorized. end directed to issue and deliver certificates of full paid and non-asecasahle shares of this Corporation* at par, as follows* upon receipt of the purchase price therefor in.cash: To, Pittsburgh Plate Glass Company - 497 shares To Corning Glass Works* Inc* - 497 shares Tho Chairman submitted to the meeting a proposed Contract between the Corporation and Pittsburgh Plete Glcss Company and Coming Glass Works, Inc.* a copy whereof was ordered to he appended to the JHIS- DOCUMENT WAS Not a XiSg*TM*.'EM*" ov =^ES AN0 CANNOT bc m t c BV PPG INDUSTRIES. INC.', | BB 0023275 | 45S9 O O'; -7 minutes of this meeting. Said Contract had boon oifined by *Pittsburgh Plato Glass Company end Corning Glass Works, Inc., and * dated March IS, 1937, to operate from April 1, 1937. A full discussion then ensued. Upon motion duly made, seconded and unanimously carried, the following preamble and resolution were unanimously adopted: BHSiEAS there has bean submitted to this meeting, a form of proposed Agreement between this Corporation ana Pittsburgh Plate Glass Company, and Coming Glass Works, Inc., dated March 15, 1937; AND Ktmi&A3 the Board of Directors of this Corporation in of the opinion that it is for the boot interests of this Corporation to enter into said proposed Agreement; MOT. THSnarORa. Eli Ilf jUrSCL'/En that tho said proposed Afireamont between this.Corporation and Pittsburgh Plate Glass Company and Corning Glass Works, Inc., be and the same hereby is approved, and that the proper officers of this Corporation he and they hereby are authorized to execute end deliror said proposed Agreement on bthelf of this Corporation, and to affix the corporate eosl of this Corporation theret , and to execute such further contracts, instrraisnts, transfers and writings, end to do such acts and things, as may be nscessary or proper to carry the purposes of said -proposed Agreement into full force and effect. Upon motion duly mode, seconded* and carried, it was RE50LVSD that the proper officers of the Corporation be and they hereby are authorized and directed in behalf of the Corporation, and under its corporate seal, to make and file such certificate, report or other instrument as may be required by law to be.filed in any state, territory or dependency of the United States, or in any foreign-country, in which said officers shall rind it necessary or expedient to file the same, t authorize the Corporation to transact buclnoaa in such state, territory, dopendoncy or foreign country. THIS DOCUMENT- WAS NOT A f?CORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUTHENTICATED BY PPG INDUSTRIES, |NC. riToowjisji -------- 4570 o THIS DOCUMENT WAS NOT A RECORD nr 55 T'fLTr' INC. DID NOT COME FROM SSSEAU.THENT,"TE0 O 4 ' O --i ' ?5--*' Ci* officers were instructed to register this Corporation f/ c9;^'v .-.`a* 1-.; v'_,` vith the Department of Reranae, in compliance with the requirements of l-k" the Act of April 9, 1929, P. L. 343, as amended by Act number 143 of; V J) . >* June lt 1931. v ' U*. * *, Upon motion duly made, seconded and carried, it was -',.DL ; O':-' ' u- ' * ,.vr- .. RSSOLTTO that the Treasurer he end he is hereby authorized to pay *Uo " fees and expenses incident to and necessary for the-organization f thig^; ' y- '<*--** ' ^ ^v,`4iv<CWoryptofaraut,iwofnls. ^ - -.'4 s/-*1: vr^Vi-''-' i"'* Jf* * * r7 '.The next business to coos before the meeting being the . ^r-i~ *; * i'Htt < election of.-an Executive Committee,, the Chairman called for nominatl ns the Board for membership on that Comnittee, whereupon the following . .,.*... directors, upon the motion of Mr. E. S- lherrett, seconded by Mr. R* L. I..* *. *1,*lw - seeonded by Mr. , Arthur A* Houghton, Jr., the following wera nominated* 1' therrett Clause -SH * , There being no further nominations, it was moved by Ur.`Brown, and "gSg - -*T. V' ---- . -: r~ 'nil "T;""' 'seconded by Mr.- Clause, that the nominations bo dosed and that the / .V ft \ 1 *v. i* v ; *-fyt,.''';*/- - ft.1 ' 4571 . . ; . . i . v- '*\^r<A>:Vr Wr-fr Secretary be Instructed to oast the unanimous ballot for those nominated. Motion carried. The following were then declared elected to serve on the Ireentire Committee of the Board of .Birectors: XL. L. Clause B. B. Biggins Amory Houghton Arthur A.* Houghton, Jr. George D. Macbeth H. S. SJherrett Upon motion of Mr. Macbeth, seconded by Mr. Arthur Houghton, Mr. Vherrett was appointed Chairman of the Executive Committee. Upon motion of Mr. Clause, seconded by Mr. Ehorrett, Mr. Macbeth was appointed Secretary of the Executive Committee. The President, Mr. H. S. Wherrett, then reported that Mr. . Julian P. Staples had been selected to servo os the active head of the Corporation, and aaked his appointment ae General Manager, with such duties, responsibilities end compensations as may be determined by tb Executive Committee; whereupon by motion of Ur. Brown, seconded by Mr.' Clause, Mr. Staples was appointed General Manager of the Corporation. Mr. Staplea was then invited to attend the meeting, and rendered a verbal report on the status of various matters pertaining to the Corporation's business. The following resolution, having been presented by Mr. Iberrett, seconded by Mr. Arthur Houghton, and being put to a vote, was adopted: THIS DOCUMENT WAS NQT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S*FILES AND CANNOT BE AUTHENTICATED BY PPG INDUSTRIES, INC. L_037a'7 4572 'i0T COMEFROMf?G t:iL3 10- KESOLTCD that the Executive Committee be and hereby la authorized to" select and purchase a site and to erect and equip thereon a factory tat the manufacture of glass building blocks; AMD i'TJK'mElH RESOLVED that the Executive Committee he and hereby is authorized to sell to the present shareholders, sufficient shares of the capital stock of the Corporation to finance the proposed glass building block factory, but, however, not in excess of five thousand (5,000) shares* After a further discussion of the Corporations plans, upon motion of Ur* Clause, seconded by Mr. Wherrett, the meeting adjourned* 2 Secretary -- 4573