Document K6m57gnkLwk0zRj0jvQXXDE6o

OERTIPIOATl Of INOOJEFCRATIOf Of ANACONDA LEAD PRODUCTS COMPANY, ---00O00--- fIBST* The name of this corporation la ANACONDA UUP PRODUCTS COMPANY SECOND* Ita principal office in the State of Delaware la looated at No* 7 West Tenth Street, in the dtp of Wilmington, Ootuatj of New Oaatle* The name and addreaa of ita resident agent la the CORPORATION TRUST COMPANY Of AMERICA, No* ^ Weat Tenth Street, Wilmington, Delaware The nature of the buaineea, or objeots |poaed to be tranaaeted, promoted or oarried ire by purchase, lease or otherwise, and to own,'sell please, mortgage, oonrey, develop. Improve and operate mines; to own, aoquire, construct, enlarge, improve, operate and carry on works for smelting, part- pHtC00002^2 ing, refining tr working any base or precious metals, or the products thereof, and factories for the man ufacture of metals and metal products and especially white lead, red lead and lead in any and all oommeroial and medicinal forms and qualities, and for the man ufacture of pyroligneous aoid, aoetate of 11ms and char coal by the process of destructive distillation, carbon dioxide, magnesia and the produots thereof, together with factories or works for the purpose of produoingi^ ^ refining or manufacturing linseed and castor oils anj^ vegetable, mineral or other oils and the produots tiuilV'^' of, and compositions, articles and apparatus from and in coxmeotlon therewith, and to manufacture the produots of said mines and said substances; sad generally to carry on suoh manufacturing or other business as may be neoesaary or convenient for the business and operations of the eompany, or any part thereof; to buy, sell, trade and deal in the products of said mines, factories, works ; in their crude form, or in any state or |tion or manufacture, as well as the propres, including base and precious metals, lead, white lead, red lead and oils of every kind and quality, and in any form or oenditica, and suoh ether substances, produots and materials as are oonaonly or PNYC000022?3 conveniently used, manufactured, bought or sold in con nection with s&ld business or businesses, or any part or parts thereof, or as are neoessary or convenient In and about or oonneoted direotly or Indirectly with the transaction of the business of the said company* To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to Invest, trade, deal In and dea^ with, goods, wares and merchandise and real and parsgjjgJT' property of every olass and description* 'f*; * " * v?. . To acquire, and pay for In cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and te undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation* To acquire, hold, use, sell, assign, lease. In respect of, mortgage, or otherwise ers patent ef the United States or any patent rights, licenses and privileges, rovements and processes, oopyrlghts, trade-marks and trade names, relating' to or useful In connection with any business of this corporation* PNTC0C002274 ft guarantee, purohaae, hold, sell, assignt transfer, mortgage, pledge or otherwise dispose of shares of the capital stook of, or any bonds, securities or evidence of indebtedness created by any other corpora tion or corporations organised under the laws of this state or any other state, country, nation or government, and idiile the owner thereof to exerolse all the rights, powers and privileges of ownership# To issue bonds, debentures or obligations ef? this corporation from time to time, for any of the objects or purposes of the corporation, and to secure the same by mortgage, pledge, deed of trust, or other wise. To purchase, hold, sell and transfer the shares of its own oapital stookf provided it shall net use its funds or property for the purchase of its own shares of oapital stock when such use would cause any impairment [and provided further that shares of its belonging to it shall not bo voted lndireotly* fo have one or more offloes, to carry on all or any of its operations and business and without res- PNYC00002275 triction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every olass and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign oountrles, subject to the laws of suoh State, District, Territory, Colony or Country* In general, to carry on any ether business oonneotion with the foregoing, whether manufacturing^ otherwise, and to have and exerolse all the powers edft4f ferred by the laws of Delaware upon corporations formed under the sot hereinafter referred to, and to do any or all of the things hereinbefore set forth te the same ex tent as natural persons might or could do* The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly pro- foregoing enumeration of specific powers id tc limit or restrict in any manner the lorporation. POUHTH. The total authorised oapltal a too* of this oorporation is one million dollars (|1,000,000), divided into ten thousand (10,000) shares of Ihe par PNYC00002276 value of one hundred dollars ($100) each, all of which shall he common atook. PITCH. The amount of capital stock with which this corporation will commence business is one thousand Dollars ($1,000). SIXTH. The names and places of residence of the original subscribers to the oapltal stook and the number of shares subscribed for bp each are as follfifri.V. NAVE BESIPBHOl Telesphore L. Croteau Wilmington, Pel. P. B. Drew Wilmington, Pel. H. 2. Shorn Wilmington, Pel. six two two 3BTBHTH. This corporation is to hare perpetual existence. EIGHTH. The private property of the stookholders ^bjeot to the payment ef corporate debts itever. In furtherance, and not in limitation of the powers eonferred by statute, the board of direotors is expressly authorised! PN*C0000227f fc make and alter the by-law* of this corporation, to fir the amount to be reserved as working oapital over and above its oapital a took paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation. Prom time to time to determine whether and to what extent, and at what times and plaoes, and under what conditions and regulations, the accounts and bei^e of this corporation (other than the stock ledger), of them, shall be open to inspection of stodkholde and no stockholder shall have say right of inspeot any aeoount, book or dooxusent of this corporation exoept as conferred by statute, unless authorised by a resolution of the stockholders or dlreotorss If the bylaws so provide, te designate two or more of its number to constitute sa mieeutivc oemmittee, |e shall for the time being, as provided lion or in by-laws of this corporation, Lse any or all of the powers of the board the management of the business and affairs of this corporation, and have power to authorise the seal of this corporation to be affixed to all papers whioh may require it. pHYC000Q22jQ Pursuant to the affirmative vote of the hold ers of at least a majority of the stock issued and out standing, having voting power, given at a stockholders* meeting duly oalled for that purpose, or when authorised by the written oonsent of at least a majority of the holders of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exohange all of the C erty and asaata of tbla corporation isolating ita goodT'-^, SfasSwill and its oorperate franohises, upon such terms amra*. conditions as its board of dlreotors deem expedient ail` ' for the best interests of the corporation. This oorporatlon may in its by-laws confer pow ers upon ita dlreotors in addltlsn to the foregoing, and In addition to the powers and authorities expressly oonferred upon them by the statute* ^ookhelders and dirsotors shall have powso provide, te held their meetings, ir mors offioea within or without the State of Polawmro, and to keep the books of this cor poration (subject te the provisions of the statutes) outside of the state of Polaimro at sueh plaooo as may be from time te time designated by the board of di- PN*C000022?9 >eotors TENTH. This corporation raaerroa the right to amendt alter, change, or repeal any provision contained in this oertifioate of incorporation, in the manner now or hereafter prescribed by statute, and all rights con ferred upon stockholders herein are granted subjeot to this reservation* WX, THK UBDERBIGBXD, being eaoh of 4 h# o*1**^^ subscribers to the oapital stock hereinbefore named . rl the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General corporation Law of the State of Delaware, being Chapter 65 of the Revised Qede of Delaware, and the acta amendatory thereof and supplemental thereto, do make and file this oertifioate, hereby declaring and certifying that the facts herein stated are true, and ee to take the number of shares of set forth, and accordingly have here- and seals this 50th day of June, 1919* X* Latter T* L# Croteau L.S. X B Drew LS H* X* dear L*3 PNYC00002280 3TATB Of MUPARJS COUHTY Of IB* OASTLB BI IT RBMZMBBRBD that on this 30th day of Juno 1919, personally oame before me Herbert E. Latter, a notary Pub11o for the State of Delaware, Teleephore L Groteaa, p. B* Drew and H* B. Xhor, parties to the fore going oertlfloate of Incorporation, known to me per^p/t ( sonally te be suoh, and sererally aekaowledged the oertlfloate to be the not and deed of the signers rsjgK r - f-ir& speetlTely and that the facts therein stated are truSjr set forth* GXTXH under my hand and seal of offloe the day and year aforesaid* Herbert 1* Latter notary Public Latter bile b* *5,191*. 'Delaware Tears. PNYC00002281 STATE Of DELAWARE Offioa of Seoretary of State I, EVERETT C JOHBSOI, Seoretary of State of the State of Delaware, do hereby oertify that the above and foregoing la a true and oorreot oopy of Certificate of Incorporation af tha "AHACOIDA LEAD FRODUOTB '-dvv. aa raoalrad and filad in thla offloa tha flrat day af^V-;*- ir. July, A. D. 1.919, at 9 oolook A. H. II TSariMtanr mu, I hart heraante aet ny hand and offlolal seal at Dewar, thla flrat day of July, in tha year of ear Lord one thoueand nine hundred and nineteen a irerett 0* Johnson, Secretary of State. * Seoretarye Offloe * n 1J11 " " 1855 Delaware 17*3 * PNtC000022S2 Raoeirad for Reoord July 1st, A. 3>. 1919 P* G* Colo, Rtoordar. STATE OP DELAWARE : S S3* NEW CASTLE COUNT! : Raoordad in tha Rooorder'8 OfflB|i:at Wilmington, in 0artifioate of Inoo Reoord ,Tol* Pago "*|T. tli# first day of July, A. D* 1919* ^ Witness ay Land and offioial sasl* P* G* Cola, Reoorder. " Recorders " New Castla Oo* Sal* 19 m" tttMttnsnronynif-ii itJanuiat ntnionaaa. n nans" pNyC000022a3 AHACOHM LEAD PR0DUCT8 COMPANY ---00O00-- BY-LAWS -- OOOOO-- ARTICLE X. OFFICES. Seo* 1* The principal offlee shall ha ln^th* City of Wilmington, County of How Oastle, State of aware, and tho name of the agent in charge thereof j^lf- be the CORPORATION TRUST COMPANY Of AMERICA* 1 See* 2. The corporation shall also hare an offioe in the City of Hew York, I* Y# and may hare offices at suoh other plaee or plaoes as may, from time to time, be found desirable* ARTICLE II. SEAL* The oorporate seal shall hare inserted PNTC000022BA thereon the name of the corporation, the year of its organization and the worde "Corporate Seal, Delaware ARTICLE III . STOCKHOLDERS ' MEET IJIGS Seo* 1* All meetings of the stockholders shall he held at the offloe of the corporation in the City ef New York, N. Y. -hi'y Sec* Zm The annual meeting of the stockholders, after the year 1919* shall be held on the second foesiay of May in each year, if not a legal holiday, and if a legal holiday, then on the day following, at eleren o'clock, A* M, for the election of direotors and inspeotors of election, and the transaction ef suoh ether business as may eons before the meeting* See* 2* holders ef a majority of the stock nutstanding, present in person, or represented nail be requisite and shall constitute a quor- Seetlngs of the stockholders for the transao- tlon of business exoept as otherwise provided by law, by the oertifloate of incorporation or by these by-laws. If, however, suoh majority shall not be present or represents PNYC00002285 at any meeting of the stockholders, the stockholders present, in person or by proxy, shall hare the power to adjourn the meeting from time to time, without notloe other than announcement at the meeting, until the req uisite amount of stock shall be present* At such adjourned meeting, at which the requisite amount of stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified# Seo* At each meeting of the stockholders, -?er * every stockholder shall be entitled to rote, In * or by proxy, and shall hare one rote for eaoh share of stook registered in his name, at the time of the closing of the transfer books for said meeting# 50 share of stock shall be voted on at any election ^iloh has been trans ferred on the books of the oorporatlon within twenty days next preceding suoh election# The vote for directors, and upon the demand of any stockholder the vote upon any (ere the meeting shall be by ballot# All elec[be held, mod all questions deolded by a le# Seo# 5* Written notloe of the annual meeting shall be mailed to eaoh stockholder, at suoh address as PNTCC0002286 appears on the stock book of the corporation, at least ten and not more than twenty days prior to the meet* ing* Sea* j>* Special meetings of the stockholders for any purpose other than such as may be regulated by statute9 may be called by the president, and shall be called by the president or secretary, at the requesj in writing by stockholders owning a majority in amoua^jf .> the entire capital stook of the corporation issued^jgst ^ outstanding* Such request shall state the purpose; purposes of the proposed meeting* Sec* 7* Written notioe of a speolal meeting of stockholders, stating the time and plaoe and object thereof, shall be mailed, postage prepaid, at least three and not more than twenty days before such meeting, to each stockholder, at suoh address as appears on the books atlon* AJEPIOLI IT ranofOM* Sec* 1* The property and business of the cor poration shall be managed by its beard of directors, fire p^COOOOZi* in number, non of whom need bo stockholders , They shall be elected by the stockholders, at the annual meeting of stockholders of 1he corporation; and eaoh director shall be eleoted to serre for the term of one year and until his suooessor shall be eleoted and shall qualify. 3eo. The directors may hold meetings and hare one or more offloes, and keep the books $f the corporation, ezospt the original or duplicate ***> . ledger, outside of Delaware, at the office of ation in the City of Hew York, I. Tt or at suoh'JfN^4^ places as they may from time to time determine* Sec* 3* The directors shall determine, from time to time, whether, and, if allowed, when and under what conditions and regulations the aooounts and books of the corporation (ezospt sueh as may by statute be specifically open te inspection) or any of them, shall |the inspection of Ihe stockholders; and the |t rights in this respect are and shall be and limited accordingly* See* 4. in addition te the pewers and author ities by these by-laws ezpressly conferred upon them, the PNYC0000228B board may exercise all suoh powers of the corporation and do all such lawful acts and things as are not by statute or by the oertifioate of incorporation or by these by-laws directed or required to be exercised or done by the s tookholderd* Seo* 5 * When any raoanoy occurs among the directors 9 the remaining members of the board may elect a director or directors to fill such Taoanoy. . Seo* 6# Am soon as practicable after the meeting of stockholders, there shall be a meeting board of directors, to elect offloors for the ensuing year* \ Sec* 7. Regular meetings of the board may be held without notloe at suoh time and plaoe as shall from time to time be determined by the board. See* S* Special meetings of the board may be bine by the president, en reasonable notloe lot, either personally or by mail or by elal meetings shall be called by the pres ident or secretary in like manner end on like notice on the written request of two directors* ouYCOO)002289 I ARTICLE Y Qg?ICEH3. Seo* 1* The officers of the corporation eh&ll be a president, rioe-president, secretary and treasurer. Any two of the aforesaid offioes, except those of pres ident and Tioe-prcsident#may be filled by the ease person* 3eo 2. The board of directors, at its f&wt meeting after eaoh annual meeting of stockholders, i^llr\. eleot by ballot a president and rioe-president fromr their own number; and the board shall alas annually ehoose a secretary and a treasurer, who need not be mem bers of the board* See* 3* Ths board may appoint suoh other offloers and agents as it shall deem necessary, who shall hare suoh authority and shall perform suoh duties as from time prescribed by the beard. The salaries of all offleers and agents ^^PVPMPKion shall be fired by the board of direotors* PNYC00002290 See. 5* The officers of the corporation shall hold offloe for one year and until their successors are chosen and (qualified* Any offioer elected or appoint ed by the board of direotora may be removed at any time by the affirmative vote of a majority of the whole board of directors. See. 6 The president shall preside at all the meetings of the stockholders and the board of dlreot$T* ors, sign all stool oertlfioatee and shall. In gene: have the powers and perform the duties usually perl lng to the president of a corporation. Seo. 7* The vioe-president shall, in the absenoe of or disability of the president, perform the duties and exercise the powers of the president and shall perform suoh other duties as shall, from time te time, be Imposed upon him by the board. 8. The secretary shall keep the minutes of the stockholders, board of direotors direction of the president or board of direotors, perform all duties usually pertaining to the offloe of seoretary. PNYC00002291 See. 2* Iho treasurer shall hare the oustody of the corporate toads, securities and things In action and shall keep fall and aooorate aoooonts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other ralnable effects in the name and to the or edit of the corporation, in such depositories as may be designated by the board of directors. He shall disburse the funds of the oorydgi** tion as may be ordered by the board, taking proper ` Touchers for such disbursements, and shall render president and directors, at the regular meetings of the board, or whenerer they may require it, an aeoount of all his transactions as treasurer and of the financial condition of the corporation* He shall sign eertifloates of stook and keep the stock ledger and stock certificate book* I* 10. if the office of any director or of ice-president, secretary or treasurer ler or agent, one or more, beoomes raoant *dcath, resignation, retirement, diaqualifiestion, remoral from office, or otherwise, the directors then in office, although less than a quorum, PNYC00002292 lay a majority rote, may choose a successor or successors who shall hold offloe for the unexpired term in respeot of which such yaoancy ooourred* 3eo. il in case of the absence of any officer of the corporationt or for any other reason that the board may deem auffiolent9 the board may delegate the powers or duties of such offloer to any other officer* or to any dlreotor9 for the time being9 prorided a V. - ity of the entire board concur therein* ARTICLE 71* STOCg CERTIPIOATBB AJB TRUSTEES Of STOCK* Seo* 1* The certificates of stock of Ihe cor* poration shall be numbered and shall be entered in the books of the corporatism as they are issued* They shall exhibit the holder's name and the number of shares and shall be signed by the president and countersigned by id shall bear the corporate seal* Transfers of stook shall be made on corporation only by the person named in the oertlfloate9 or by attorney9 lawfully constituted in writing9 and upon surrender of such certificate* ptrtC00002293 8oo g* The board of directors may close the transfer books in their discretion for a period not exoceding thirty days preceding any meeting, or special, of the stockholders, or the day appointed for the payment of a dividend. Sec, Any person olalming a certificate of stock to be lost or destroyed shell make en affidavit or affirmation of that fact end advertise the ease in such manner as the board of directors may require, oolj|&\yl..// shall give the corporation a bond ef indemnity, in fo*|^& ^ and with one or mere eureties satisfactory to the boarm#^* r in at least double the par value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lest or destroyed, but always subjeot to the approval ef the beard of directors. iBTIOLI 111. 10910SB Whenever, under the provisions of these by-laws, notice is required to be given to any direotor, officer or stockholder, it shall not be construed to mean PHYCOOQOz z 94 personal notloe, but such notloe may be given In writ ing, by depositing the same in a post-offioe or letter box t in a postpaid sealed envelope, addressed to suoh stockholder, offloor or director, at suoh address as appears on the boohs of the corporation, or, in default of other address to suoh dlreotorf ofHoar or stock holder at the General Dost Offioe in the City of Wilmington, Delaware; and suoh notloe shall be deemed te. be given at the time when the same shall be thus maUctfr ; ! 3eo. 2i Any rtookholder, director, or offices1 may valve any notice required to be given under these by-laws ARTI0L1 Till AMBSBOBffi See* 1* These bylaws may be altered or amended or of the direotors. PNYC000022S5 --ooOoo-- AHACONDA LEAD PRODUCTS COMPANY ---00O00--- -- ooOoo--- CORPORATE RECORDS ooOoo**- ooOoo-- KSGISTBRgD TXOM TRlJ^T COMPAMT Og AMBRICA irmriMfog. Mft-AfBtr -.-ooOoo--- PNYC00002296 ANACONDA LEAD PRODUCTS COMPAHY MINUTES OF MEETING OF INCORPORATORS July 1st, 1919* A meeting of the Incorporators and Subscribers to the stock of ANACONDA LEAD FRQDDCTS COMPANY, was held on July 1st, 1919, at IP. M., at No. 7 West Tenth Street, Wilmington, Delaware, pursuant to a written I waiver of notice. It ?; PRESENT: Messrs. Tslesphore L. Croteau P. B. Drew H. 3. Knox being all the Incorporators. T. L. Croteau was chosen Chairman of the Meeting and thereupon took the chair. P. B. Drew was appointed Secretary of the Meeting. as follows tecretaxy presented the waiver of notice of by all the Incorporators Such waiver is plrtC00002^ ANAC ON IA LBAD PRODUCTS COMPANY w a iv e r o f n o t ic e o f me e t in g , o f in c o r p o r a t o r s WE, THE UNDERSIGNED, being all the Incorporators and Subscribers named in the certificate of incorporation of ANACONDA LEAD PRODUCTS COMPANY, do hereby wive notice of iheTlae," place and purposes of holding the first meeting of said Corporation, and we hereby consent that the same be held at No* 7 West Tenth Street, Wilmington* Delaware, on July 1st, 1919, at 1 o'clock, P. M. Telssphore L* Crot -s P:: B* Drew H* E. Knox Wilmington, Del., July 1st, 1919. PNYC000G2298 The chairman reported that the certificate of incorporation of this corporation was filed and recorded in the office of the Secretary of State of Delaware, on the 1st day of July, 1919, and that a certified copy thereof was recorded on the 1st day of July, 1919, in the office of the Recorder of Deeds of New Castle County, Delaware; and the secretary was instructed to cause a copy of such certificate of incorporation to be inserted in the minute book. ^4- The secretary presented a form of by-laws the regulation of the affairs of the corporation, w were read, section by section. Upon motion, duly seconded, it was unanimously RESOLVED. that the by-laws sub mitted at and read to this meeting be, and the same he re by are, adopted as and for the by-laws of this corporation, t the secretary be, and he here, Instructed to cause the same to serte.d in the minute book immedi ately following copy of the certificate of incorporation. PNlC000 2t99 Th#-chairman stated that the next business be fore the meeting was the election of a board of directors* S. E. Dill and A* M. Bowe were appointed in spectors of election and were duly sworn to the faith ful performance of their duties. Messrs. C. P. Kelley, Elmer A. Sperry, Edward G. Sperry, B. B. Thayer and William Wraith, were then nominated for directors of the corporation, to hold office until their respective successors are elected and qualified. No other K- minations having been made, the polls were duly open^^frr and all the stockholders having voted by ballot, the^^fej chairman declared the polls closed. Thereupon the spectors canvassed the vote cast and made and presented their certificate, showing that the gentlemen named had been unanimously elected directors of the corporation. The chairman thereupon declared Messrs. C. P. Kelley, Elmer A. Sperry, Edward 0. Sperry, B. B. Thayer and William Wraith, duly elected directors of the cor- |rve until their respective successors qualified. The oath and certificate rs of election were ordered filed with 'this meeting. PNYC00002300 ANACONDA LEAD PRODUCTS COMPANY 00O00 INSPECTORS * OATH ooOoo-- STATE OP DELAWARE COUNTY OP NOT CASTLE. SS. S. B. Dill and A. M. Bowt being sworn upon- their respective oaths do severally promise and swear that they will faithfully, honestly and impartially perform the duties of inspectors of election, at the election of directors of ANACONDA LEAD PRODUCTS COMPANY, to be held this day, and will to the be si of their skill and ability conduot said election, and a true report make of the same. worn to >st .9. Latter it ary Public. Notarial Seal S. B. Dill A. M. Bows PNYC00002301 _ANACONDA LEAD PRODUCTS COMPANY ---00O00--INSPECTORS* CERTIFICATE. ---00O00--- WE, THE SUBSCRIBERS. INSPECTORS OF ELECTION, ap pointed to act at the meeting of the incorporators and subscribers to the atock of ANACONDA LEAD PRODUCTS COM- PANY. held this 1st day of July, 1919, do report tKaC"\ having taken an oath impartially to conduct the tltowj*?' . tion for directors, we did receive the votes of the l incorporatora and aubacribera by ballot. v* We report that 10 votea were caat for the tion of directora and that the following peraona reeffin the number of votea aet opposite their respective name a, to wit: FOR DIRECTORS. C. F. Kelley Elmer A. Sperry 2dmrd G. Sperry B. 3. Thayer NUMBER OF 10 10 10 10 10 Respectfully submitted, 3. B. Dill A. M. Bo we Inspectors. PNYC00002302 Upon notion, duly seconded, it was unanimously RESOLVED that the hoard of direc tors he and they hereby are authorized, in their discretion, to issue the cap ital stock of this corporation to the full amount or number of shares author ized by the certificate of incorporation, in such amounts and for such considerations as from time to time shall be determined - by the board and as may be permitted by ' law. .i'-'v w Upon motion, duly seconded, the meeting there upon adjourned. P. B. Drew, Secretary of the meeting. PNYC00002303 AlIACOIIDA LEUD PRODUCTS COUPdiTY ---00O00-- TRANSFER OF SUB SGR IP? IOil ---ooOee-- ZXOTJ ALL MEU BY THESE PB3S2UTS* That I.Telesphore L. Croteau, in consideration of one dollar, lawful money of the United States, and other good and valuable coi****-' sideration, to me paid before the ensealing and deliirew* of these presents, the receipt whereof is hereby actai$l-> edged, have sold, assigned, transferred and set over^j*- 49 and by these presents do sell, assign, transfer and *4 %- over unto Anaconda Copper lining,Company, six shares ' capital stoclc of AUACQ1IDA LEAD PRODUCTS COlaBAJY. a corporation organized under the laws of the state of Delaware, sub scribed for by me as an incorporator of said corporation, and I do hereby request and direct the said corporation to issue the certificate for said six shares to 3nd in none or to such other person as may name* IU 771 TUBSS WHSRBQy. I have hereunto set my hand and seal tKis 1st day of July, 1919* Sealed and delivered in the presence of: Telesphore 1* Croteau (SELL) PNTC00002304 a u a c o u d a l e ad p r o d u c t s c o u ba iiy ---00O00--- THASSPSS OF 3U3SCHIFJXQIU ----00O00 -- fflfQg ALL VEB BY THESE PBgSEUTS. That I, P. 3. Drew, in consideratlon of one dollar, lawful money of the United States, and other good and valuable con sideration, to me paid before the ensealing and delivery of these presents, the receipt whereof is hereby aclap'mtedged, have sold, assigned, transferred and set ov er and by these presents do sell, assign, transfer and over unto Anaconda Copper Mining Company two shares capital 8toclc of AUACODDA LEAP PRODUCTS C QE.t PANY, a organized under the laws of tEe etite of fielaware, scribed for by me as an incorporator of said corporaftw, and I do hereby requeat and direct the said corporation to issue the certificate for said two shares to and in name or to such other person as may name* III WITHESS TTHEREOIP. I have hereunto set my hand and seal TEis 1st day of July, 1919* Sealed and delivered in the presence of: teau* P* B* Drew (SEAL) PNYC00002305 I AiOCOliDA LEAD PRODUCTS QJT.:p a :t v ---- 00O00----TRAIT 5FER OF SUBSCRIPTION, --00O00 -- KNOW ALL ra 3T THESE PRESS! TS. That I, H. E. Knox, in c ansi deration of one dollar, lawful money of the United States, and other good and valuable con*, sideration, to me paid before the ensealing and delivery of these presents, the receipt whereof is hereby acknojriVo edged, have sold, assigned, transferred and set over;*- and by these presents do sell, assign, transfer and over unto Anaconda Copper Uining Company, two shares* capital stock of ANACONDA LEAD PRODUCTS COIJEANY, a it-ion organized under the laws of the state of Delaware, scribed for by me as an incorporator of said oorpor: and I do hereby request and direct the said corporation to issue the certificate for said two shares to and in name or to such other person as may name. IN WITNESS WHEREOF. I have hereunto set my hand and seal ^is 1st ~ay 61 July, 1919, Sealed and delivered in the presence of: ev, H. E. Knox (SEAL) pN<C00002306 ANACONDA LEAD PRODUCTS COMPANY MINUTES OF THE Fll-.ST MEETING OF THE BOARD OF DIRECTORS The first meeting of the Board of Directors of the Anaconda Lead Products Company was held, pursuant to waiver, at No. 42 Broadway, Borough of Manhattan, City, County and State of New York, on the 3rd day of July, 1919, at lgsSO o'clock, A* M. PRESENT : Messrs. Elmer A. Sperry; Edward G. Sperry; B. B. Thayer; William Wraith* being a majority of the Directors. Mr. Wraith was chosen temporary Chairman, and -r. Hennessy was chosen temporary Secretary of the meeting. The Secretary presented the following waiver of eeting, signed by all the Directors: ANACONDA LEAD PRODUCTS COMPANY Waiver of Notice First Meeting of Board of Directors. "WE, the undersigned, being all the Directors of ANACONDA LEAD PRODUCTS COMPANY, do hereby waive notice of the time, place and purposes of the First Meeting of the Board of Directors of the Corporation, and consent that the said meeting be held on July 3, 1919, at 10:30 o'clock, A.M., at No. 42 Broadway, Borough of Manhattan, PHtC00002307 2 City, County and State of New York. New Yoxfe, July 3, 1919. C. F. Kelley B. B. Thayer Wm, Wraith Elmer A. Sperry Edward G. Sperry," The minute* of the first meeting of the Corporation, held on July 1, 1919, were then read. On motion, it was unanimously RESOLVED, that the By-Laws which were ado; "mg? the first meeting of the Corporation be in all reap ratified, approved and adopted. j-yimr-;- On motion, Ur. William Wraith was unanimously *' elected President of the Corpoxation; and he thereupon took the Chair. On motion, Ur. Elmer A. Sperry was unanimously elected Vice-President of the Corporation. On motion, Ur. D. B. Hennessy ms unanimously elected Secretary of the Corporation; and he thereupon ing oath of office and entered upon the disities: pNyC00002308 3 Notarial seal. * ANACONDA LEAD PRODOCTS COMPANY SECRETARY'S OATH State of New York, County of iew York. I, David B. Hennessy, do solemnly swear that I will faithfully perform the duties of Secretary of the Anaconda Lead Products Company, a corporation of the State of Delaware, according to the beet of my ability. Sworn to before me this 3rd day of July, 1919. David B. Hennessy" M. E. Bryane Notary Public (No. 277) in and for the County of New York. My Commission expires March 30, 1921. ;u .'lt v/ On motion, Mr. D. B. Hennessy was unanimously " elected Treasurer of the Corporation. On motion, it was RESOLVED, that the Treasurer of the Corporation be bonded for the faithful performance of his duties in the sum of Five thousand dollars ($5,000) in the American Surety Company. A proposed seal of the Corporation was then pre motion, it was unanimously ^VED, that the seal now presented be and it here- as the seal of this Corporation, and that an impression thereof be made on the minutes upon or opposite this Resolution. P"Yc o o q 2309 4 following proposed form of stock certificate was then presented: p(rtC00002^0 5 Cassation, It was unanimously BS80LVED, that the form of stock certificate now presented be approved and adopted. On motion, it was unanimously RESOLVED, that Mechanics k Metals National Bank, Hew York, be designated as the depositary of the funds of the Corporation, and that the Treasurer be authorized to open an account with the said Bank, and that the Treasurer of the Corporation be authorized to sign any and all shocks against any funds at any time standing to the credit^-the Corporation with the said Bank, and that the said Baafc^b*' authorized to honor any and all checks signed by th^j^#;p-.''' Treasurer of this Corporation* The following letter from the Anaconda Copper Mining Company was then read: "Anaconda Copper Mining Company 42 Broadway, Hew York, July 3rd, 1919 To the Board of Directors of the Anaconda Lead Products Company: his Company on June 16, 1919, entered into With Elmer A* Sperry, of Brooklyn, N.Y., sit ion of patent rights in certain invenat ions for which patents had been filed in ates Patent Office, as follows: 1. "Method of Producing Lead 8alts", Ralph M. Harrington, Inventor, Serial Ho. 193,415, filed in the United States Patent Office, Washington, D. C. September 27, 1917, and assigned to PNYC00002311 6 Elmer A. Sperry by assignment on record in said Patent Office. 2. Osmotic Diaphragms", Elmer A. Sperry, inventor, Serial No. 268,319, filed in the United States Patent Office, Washington, D. C. , December 26, 1918. 3. "Method and Apparatus for Separating Foreign sub stances from Lead Masses", Elmer A. Sperry inventor, 8erial No. 275,634, filed in the United States Patent Office, Washington, D. C., February 7, 1919. A copy of the Agreement is submitted to you herewith. Your Company was formed as the Operating Company mentioned in that Agreement; and, in accordance with its terms, we hereby offer to cause to be assigned and transferred to you the full and exclusive right to the said inventions A4t*u patent rights, as fully set forth and described in thef';^.. above identified applications for Letters Patent, saf^ietL to the reservations and conditions expressed in the flEad > . Agreement, in consideration of your Issuing to this $100,000., par value, of the full paid up capital \ your Company, and of your agreeing to pay to this C the sum of $50 ,000., with interest at 6% per annua froa this date, payable in the instalments and upon the terms specified in Article III, Section 3, of the said Agreement, and to comply with all the other terms and conditions to be performed by the Operating Company under the said Agree ment. If you will accept this offer, this Company will also subscribe and pay for in cash, at par, when and as requested by you, $500,000. , par value of the stock of your Company, and will agree with you tocomply with all the tens* and conditions hereafter to be perfoxmed by this Company under the said Agreement. ANACONDA COPPLK MINING COMPANY SJT A. H. MSLIN, Its Secretary and Treasurer." pxtcooo02512 After full discussion, it was unanimously RJESGLY2D: I. That the offer contained in the foregoing letter be in all respects approved and accepted. II, That in the opinion of this Board, the inventions and patent rights described in the said letter are reasonably worth the sum of One hundred fifty thousand dollars (#150,000) and are necessary for the business of this Corporation, III, That, upon the transfer and assignment to t$4rsV Corporation of the said inventions and patent rights*, ~ih? proper officers of this Corporation be authorized tfe **to the Anaconda Copper Mining Company One hundred tfidfelBand Dollars ($100,000), par value, of the full paid capital stock of this Corporation and to agree in writing to pay the sum of Fifty thousand Dollars ($50,000) in the instalments and on the terms provided in the Agreement referred to in the said letter and to comply with all the other terms thereof. The Secretary presented assignments from Messrs. B. Drew and H. iS. Knox of their respective sub1`*` of *toclc of tbis Corporation, des- ^Mm3j339^Rertlfloats of Incorporation, to the Anaconda Copper Mining Company; and, upon motion, it was unanimously R2S0LVKD, that the assignments and transfers of the subscriptions of Messrs. T. L. Croteau, P, B. Drew and PNYC00002313 8 H, E, Knox to the Anaconda Copper Mining Company be accepted and that ten-(10) eharee of the one thousand shares to be issued to the Anaconda Copper Mining Company for the patent rights described in the preceding resolution be issued in full satisfaction of the said subscriptions and the transfer of the said rights be accepted in full payment thereof. On motion, it was unanimously RESOLVED, that the proper officers of this Corpozation be authorised to issue, from time to time, the^ whole or any part of Five hundred thousand dollars CftM'Ooah aggregate par value, of the remaining capital stock JtjT this V Corporation, for cash, at par, to the Anaconda CoppedMining Company, at such times and in such amounts as the President of this Corporation, in his discretion, may deem advisable. On motion, it *s unanimously RESOLVED, that the principal office of this Corporation in the State of Delaware shall be located at No, 7 West 10th Street, in the City of Wilmington, County of New Castle L and that the Corporation Trust Company of pinted its resident agent in charge thereof, ptlon, it was unanimously :*5*&&9&C*7^MHLv e d that this Corporation establish an office at No. 42 Broadway, in the Borough of Manhattan, City, County and State of New York, and that the President of this Corporation be authorised to make such arrangements PNVC00002314 9 and inter into such leases and agreements as he may see fit for establishing such an office* On motion, it was unanimously RESOLVED, that the proper officers of this Corporation be authorized and directed, on behalf of the Corporation and under its corporate seal, or otherwise, to make and file any and all certificates, statements or desig nations required by law to be filed in any State or ooustry in which the officers of the Corporation shall deem necessary or expedient to file the same, in order to.j authorize the Corporation to transact business in sue State or country* On motion, it was unanimously RESOLVED, that the President be authorized to expend an amount not exceeding Two hundred thousand dollars ($200,000), in constructing and equipping a plant and facilities for commencing the manufacture of white lead by this Corporation at Bast Chicago, Indiana* tion, the meeting adjourned* Secretary PNYC00002315