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KUJlfTKS OF 2*32 AH3WAL MBETIW3
or THS BOAfiD 07 DIKECTOitf oy <nm einftsa c g mpab*
Minute* of tbs Annual Meeting of tbs Board of Director* of
The Oiidden Colony, held at tbs office of the CCK$nny, 139 U^ion Ccmcreo
Building, Cleveland, Ohio, co Thursday, Doeewber 8, 1955 at 11:30 a .H.
*1a3 follovit^j Directors wore presents
Dwlfcht 7* Joyce Jtaul E. Qproguo
Jcfcn p. Hath Alexander 0. Dunoon
B,, W* ttaey
John if. Week* Aobert D. Homer
VilUm 0. PhlUipa Willard c. Lighter
Harvey 1. Slaughter
Mr. D/Ighi P. Joyce, President, presided and Mr. Hobart . Homer,
Secretary, recorded the tsliwtes,
Cellos of minutes of the Eorvetaiber e&etli^t of tb* Boord of Diree-
tors having boon sailed to eoch Director, the Diroctove preaoat, upon nation
duly taado and seconded, unaniBmaly agreed to dispense with the reading of
tbe Dlmtes and approved then a they appeared in tbs copies received by thea.
The chairman announced that the nesting could proceed with the
election of officers for the casing year and that ncminMfcion* would be re**
solved, whereupon the foilwing officers of the Company vero nominated:
Dwight V* Joyce, Cbainoaa of the Board of Directors and fttwident
Paul *. Sprague, Vice President
John P. Hath, Vies President 3. w M&xay, vine ireeideht Willard 0. Lighter, Vice President
Alexander 0* Duncan, vsee President Harvey L. eisagfctir. Vice President Jc*a Weeks, Viee Preeldent Hofeert D# Boraer, Secretary
WiUls&a. Phillip*, Treasurer Oeorge S. Vsiter, Controller Willard f. atetteXbexger, Assistant Secretory
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Upon motion duly made, sccoridol and unanimously carried, nanina tions were closed and tbo Caeretory vaa instructed to coot the unenlaoua ballot of all Directors present for the election of the officers above nominated.
$ha following Directors vera vmltAted to serve as regular ttesSb&ra of the Executive Comitiesi
Dvlght P* Joyce, Chairman Paul E. Sprague John P* Ruth B. W* Ifexey Alexander D. Duncan Kr. Robert D. Homer was also ncalmted to serve as cm alternate aofnbcr of the 2&ecutiua Oonnittee In the absence of one or more of the regu lar members of the Committee frees any masting. Upon motion duly made, seconded and unanimously carried, the Score* lory was instructed to cast the unanimous ballot of all Directors present for those Directors nominated as regular and alternate members of the Execu tive Committee. Upon motion duly made, seconded and unanimously carried, tl fol lowing Directors vere elected to serve as msubera or the Bonus Committee:
John B. Weeks, Chairman B. V* Haxsy Harvey l Slaughter Willard C. tighter Upon motion duly made, seconded and unanimously carried, the follow ing Directors were appointed to serve as members of the Stock Option Canattteei John B. Weeks, Chairman B V* Haney Harvey t. Slaughter Willard C. idaftter
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.Chalmm cocaaonted.Hr* Vbj .i1 fi-proguo for hlo outtooling work
and leadership goring the past fifvwaljwara os Chalro&n of the Caqpaxy'e
Bonus and Stock Optic* Ccmiitoee, as veil as Its fcateut Caaalttec, Tito Chair
oan explained that }&*. fipr&gue vae boirelieved of bio roi*ponaibilitioe a*
Chatman of tlwBcm* and
only because of certain in
croaood ros^onsibUitlOo in connection with bis duties as Vice Bros!dent in
charea of the Souttera Cbfcaical Z&v^loa and 2d*
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loving Ccc
Branch ttoveloptflenfc Coottittce
Alexander & Duncan, Chsiaaen
Paul V, Boidbordt Jehu fi XAtha, Ofr;'.
George B V%ro6r . william D* KioodU ;
ViUard P. CttttidlbSr*r, Secretary W Ciena Wlokhaa (Alternate)
Ifpoa feetlon''daily
w4 un&niaoufliy carried, tbe fol
lowing ccOTdtt^.yfceyear.
B, V,Htxoy, Cbains&a ... Jobs 8. VMt* -
UiUiv* o- mui$* CheeterA* Loath
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viuor t. WBmmb. yni FmM .
aiat** o ttwtur; Aeitwaataewury
, Bcbert. Scbult*,A*#U1^^^ GL0008966
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. , Don*a..t.i.o...n....C..o..c. uitte''`e ,
William 0 Phillip*, Chairman
Clerk P. M&xeon , Robert P. Borper -, ......
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Patent Conalttee .. .
.Paul . jSpregue, Cfcaircjaa..............................
John P. Ruth v "
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- Charle* S Carney. ....
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RobertP. Borne*
. , Ciena M. Davldeoa (rotating neotber tarn expiring Deceaker 31, 1957)
Marvin Cochrane (rotating ae&ber - term expiring Xteceaber 31, 1957)
pr* Barry J. Kiefer. (rotating amber - term expiring
3X, X9&);
C^rald O- Chrietenaen^ Secrirtary
Paul Sprague, Cbairzaan
0. Korean firuoe
Pr-. B* Wilson
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Pr. J. Wayne Cole J ; '
Pr.. Joseph R .Bain
ViVV*
Paint labeling Coaalttee
Wiil&d P> ^ttelb^erf: Cfadireeh
TheodoreM.Steppart.. fully &: Turoey * Donald P. Carroll, Secretary
Food Labeling Cccwlttee
Roger'8. Burgess^ Chairman and Secretary
frank J* Daniel*
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Robert I. Losoa
,.<vPfpoo ^ioo^^iiy^iMAik. sad seconded,th* Directors unanimously,
approved action .taken fey ^ Jte^
the Roveoher vMetlzig
of the Board.* Xrtret*ra,.;* reported im eoplta o? minutes of theSreeutive
Ccnslttfe eetigaU*d to each Director.,. .
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She Board, upon motionduly sadeend geeonded, unaMnouely. approved
the Donation Committee's Deoeefeer 6, 1955 report for the fiscal year 1955 *
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submitted to the Directors by Hr. W* G* Ifcillips, Chaiioan of this Ccooittso.
She Secretary stated that the Paint Division Branch Develojasnt
Cotandttoe hed, on November 5, approved the ostabU&mt of a now Breach
In Madison, wiuoonnln and that It would be necessary for the Director* to
adopt a resolution authorising the Company to qualify & aforeigo corpora
tion in the State of Wisconsin. Upon Motion duly node end seconded It van
unaniuously
KSSOhVED, that e certified copy of the Articles of this Company together vith all caendnante thereto be filed vlth the Secretary of State of the State of Wisconsin with a request that a certificate be issued authorising this Coopery to transact business In the State of Vis* casein; and '
PURSUER KBSOtVBDj that the proper officers of this Ccapany be er4 they are toreby authorised and directed to execute and file In the office of the secretary of State of the State of Wisconsin any ell statements and document* required by liar and to do any and all thine* necessary or incident thereto; and
W8XIV2R KKSQIVKD, that the C ?* Corporation System, $00 Gey Building/ 16 B Carroll Street, Mattson 3, Wisconsin, is hereby designated asd appointed by this Ceapeny aa its registered agent In the State of Wisconsin.
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Mr* Paul B. Sprague, as retlfix^ Ghairasn of the Stool Option
Ccealttoo, aubndtted a report on tbs Ccapery** Stock Option Incentive Flan.
Be stated that although no further options vers being recocnaaded for the
current year, it vos coatottylated by the Cosnlttee that options to purchase
the renaming b,850 shores of the original 100,000 shores authorised for
option purposes by the Stockholders on February lb, 1952 vould be granted
prior to February lb, 1957* B explained that the Bev fork Stock Whangs,
os a natter of policy, had United ita listing authorisation to securities
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covered by options issued vithin five yoaro following tho most recent authori
zation of their- ienuanco by stockholders, even though such authorization by
stockholders had imposed no limitation upon such issuance.
-Kr. Clark P. Haxson, Director of Purchases, presented hie, Depart
ment*a monthly report on developo&uts duiii^ the preceding month pertaining
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to the price and availability of chemicals, pi^uents, vegetable olio and
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otter agricultural conraodlties, metals, containers, and other materials
purcl&sed by tbs Coagany.
Hi'. Paul s. Sprague presented a report on the activities of tho
Bonus Coarsittcc during the past year. Be told the Directors that he believed that tlirougb conscientious effort the Ccesralttee had developed a pattern of bonus administration which, if it were followed in future years, would prove
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to be of real value to the Company. Hr. Sprague su&nariscd action taken by
the Comittee with respect to swards to be node during the current month to
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key employees. He also expressed hlo appreciation for tbs cooperation which
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the Committee ted received from the Chairman and President during the poet year in its administration of the Plan. The Chairman, in turn, complimented the
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Committee on the very careful consideration it bad given to the administration
of the Finn and for the sound reasoning on which It had based all of Its bonus ,.
recommendations.
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