Document MEKbMK863vGv1Vy8y5GowxYx

Ce r t if ic a t e o f Or g a n iz a t io n of Na t io n a l Le a d Co mp a n y AS AMENDED OCTOBER 17. 1951 ! i. . ** "I* i 'i M-A - a x ;/ OF Na t io n a l Le a d Co mp a n y \S AMENDED OCTOBER 17. 1951 THIS IS TO CERTIFY that -ve. \Y'.m P. Th -mp w . of New York Citv. MMny Be y mi.R, P.tr-nurg:'.. P. o. Fl eTCHF.R AY. Ru KiVHi.1.or Ea^t < Jrange. New Et 'c v . ma Lucius A. Co l t , of Hast 1 Irar.ce, W.v Jcrnv. Mrc.'v Ace ourselves into a company, under and by virtue of tne provisions of }**$&*- tn Act of the Legislature of the State of New Jemev. entitled "An Act Concerning Corporations." approved April 7. ! '75. and '-A the several acts supplementary thereto and amendatory the rent, tor the purposes hereinafter mentioned, and to time end do herebv tertuy and set forth: I. That the name assumed to designate men com:\ir.v. am; to be used in its businessand dealings. ;s X.\TI' 'YU. E! AD COMPANY. of the agent therein and in charge thereof, and upon whom against the corporation may be served, is James B. Yrede.nburgh. Is, or the products thereof, and factories for the manu_of lead in any and all commercial and medicinal forms and 1 0000-NLI-000017742 or works tor rhe '.'iirro- c or crociucing. -cnning, r ''in;u m ::cturmg linseed . ;ui . ,:sror - ; ege:;:.' c. \;:vr:::. md rhe products ti'.ereor. era mimsitinn-. u-racs ,a:1.; rrotn aid ::i aTmecf'Ui v.vcv . "... - p a a a. 'a .... r- a.: 'nines, .aa: -,:a. . .v a. ; ,,.a:a; . .a".' a ..a aa;;:,;.- turmg or other ausmess a- amv .c iaa'co.irv or cmvement : >r tile' business and operations or rite company-, or anv part thereof. To iuiv, sell, trade and deal in rhe products or said mines, factories, works and properties in their crude form, or in any state or stage or production or manufacture, as well as the properties themselves, including base and precious metals, lead and oils of everv kind and quality, and in any form or condition, and such other substances, products and materials as are commonly or conveniently used, manufactured, bought or sold in connection with said business or businesses, or any part or parts thereof, or as are necessary or convenient in and about, or connected directly or indirectly with the transaction of the business of the said company. To issue debenture bonds, or bonds secured bv mortgage or mortgages upon the property and franchises of the said company, or otherwise, and to sell the same for "he purpose of raising money with which to enlarge or carry on the business of the said company, or anv part thereof, and for the purchase of any real or personal property therefor, or for any other lawful purpose. To acquire by purchase, subscription, or otherwise, and to hold, sell, assign, transfer, mortgage, pledge, guarantee, convey, or exchange, or otherwise dispose of shares of the capital stock of. or any bonds, securities, or evidences of indebtedness created by any other corpora tion or corporations of this or any other State, and to guarantee the payment of dividends or interest thereon, and while owner of such stock or other securities to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting power thereon, and to aid in any manner any corporation whose stock, bonds, or other obligations are held or in any manner guaranteed by this company, and to do any other acts or things for the preservation, protection, improve ment or enhancement of the value of any such stock, bonds, or other obligations, or to do any acts or things designed for any such purpose. To apply for, obtain, register, purchase, lease, or otherwise to acquire, and to hold, use, own, operate, introduce, and sell, assign, or otherwise dispose of any trade-marks, trade names, patents, inventions, improvements, and processes used in connection with or secured under letters patent of the United States or elsewhere, or otherwise, and to 2 0000-NLI-000017743 use, exercise, develop. grant !:censes :n respect rr.ereto, i.r otherwise turn the same to account. To take, acquire, purchase, hold. mvn. lease, sell, exchange, mort gage, improve, cultivate, develop, and otherwise deal in and dispose of any and all property, real and personal, of every description, incident to or capable of being used in connection with its business. The company may conduct its business in other States, in the Dis trict of Columbia, and in the Territories. Colonies and Dependencies of the United States, and in foreign countries, and may have one office or more than one office and keep the books of the company outside of the State of New Jersey, except as otherwise may be provided by law, and may hold, purchase, mortgage, and convey real and personal prop erty, either in or out of the State of New Jersey, and may do any and all other acts and things, and exercise any and all other powers which now are or which hereafter mav be authorized bv law. IV. The total authorized capital stock of the corporation is one hundred fifty million dollars ($150,000,000) divided into twenty mil lion five hundred thousand (20,500,000) shares. Of such total author ized capital stock, two hundred fifty thousand (250,000) shares amounting in the aggregate to twenty-five million dollars ($25,000,000) shall be Class A preferred stock of the par value of one hundred dollars (S100) each, and two hundred fifty thousand (250,000) shares amounting in the aggregate to twenty-five million dollars ($25,000,000) shall be Class B preferred stock of the par value of one hundred dollars ($100) each, and twenty million (20,000,000) shares amount ing in the aggregate to one hundred million dollars ($100,000,000) shall be common stock of the par value of five dollars ($5) each. The holders of the Class A preferred stock shall be entitled to receive, when and as declared from the surplus or net profits of the corporation, yearly dividends at the rate of seven per cent (7 %) per annum, payable quarterly on dates to be fixed by the by-laws. The divi dends on the Class A preferred stock shall be cumulative and shall be payable before any dividend on the Class B preferred stock or on the common stock shall be paid or set apart, so that if in any year dividends amounting to seven per cent (7%) shall not have been paid on the Class A preferred stock the deficiency shall be payable before any divi dend shall be paid upon or set apart for the Class B preferred stock or for the common stock. Whenever all cumulative dividends on the Class A preferred stock for all previous years shall have been declared 0000-NLI-000017744 I irul Mail ;;a\ c ,'ecomc t'ava ami Me iccrueu quart nil mstalmcnts thereon for 'lie it \ ear mail have been nd Me corpora::* :i Mail . .: .M us vears and Men accrv.ei ri'.- aivuicmi insrarnc.1.:^ ,.pon -.ua Liass M preferred stock, or snail nave set apart from its .surplus or net profits a sum sufficient tor the payment thereof, the holders of the Class B preferred stock shall be entitled to receive, when and as declared from the surplus or net profits of the corporation remaining after all cumu lative dividends and accrued quarterly dividend instalments upon the Class A preferred stock shall have been paid or set apart as aforesaid, yearly dividends at the rate of six per cent (61c) per annum, payable quarterly on dates to be fixed by the by-laws. The dividends on the Class B preferred stock shall also be cumulative and shall be payable before any dividend on the common stock shall be paid or set apart, so that if in any year dividends amounting to six per cent ( 6rr ) shall not have been paid on the Class B preferred stock the deficiency shall be payable before any dividend shall be paid upon or set apart for the common stock. The holders of the Class A preferred stock and of the Class B preferred stock shall be entitled to no dividends except as herein pro vided. Whenever all cumulative dividends on the Class A preferred stock and on the Class B preferred stock for all previous years shall have been declared and shall have become payable and the accrued quarterly divi dend instalments on the Class A preferred stock and on the Class B preferred stock for the current year shall have been declared, and the corporation shall have paid such cumulative dividends for all previous years upon both the Class A preferred stock and the Class B preferred stock in the order aforesaid and also such accrued quarterly dividend instalments thereon for the current year as aforesaid, or shall have set apart from its surplus or net profits a sum sufficient for the payment thereof as aforesaid, the Board of Directors may declare dividends on the common stock payable then or thereafter out of any remaining sur plus or net profits. Except as otherwise provided by law, at all meetings and for all purposes each share of Class A preferred stock and of Class B preferred stock of the par value of one hundred dollars ($100) each shall be entitled to thirty (30) votes and each share of common stock of the par value of five dollars ($5) each shall be entitled to one (1) vote. From time to time the Class A preferred stock, the Class B preferred stock, cort Ap both accr Clas full of t the entit unpa be p the ( the ( unpa fund rata shall dred thous dred t b of sh; 0000-NLI-000017745 1>%S and the common stock may be issued in such amounts and proportions and for such consideration as shall be determined by the Board of Direc tors and permitted by law. In the event or any liquidation. dissolution, or windin': no of the corporation, whether voluntary or involunrarv. the holders of the Class A preferred stock shall share equally and be entitled to be paid in full both the par value of their shares and all unpaid cumulative dividends accrued thereon before any amount shall be paid to the holders of the Class B preferred stock or the common stock and, after the payment in full to the holders of the Class A preferred stock of both the par value of their shares and all unpaid cumulative dividends accrued thereon, the holders of the Class B preferred stock shall share equally and be entitled to be paid in full both the par value of their shares and all unpaid cumulative dividends accrued thereon before any amount shall be paid to the holders of the common stock and, after the payment in the order aforesaid to the holders of the Class A preferred stock and the Class B preferred stock of the par value of their shares and of all unpaid cumulative dividends accrued thereon, the remaining assets and funds shall be paid to the holders of the common stock equally and pro rata according to their respective shares. The amount with which the corporation shall commence business shall be twenty-nine million eight hundred and nine thousand four hun dred dollars ($29,809,400), divided into two hundred and ninety-eight thousand and ninety-four (298,094) shares of the par value of one hun dred dollars ($100) each. V. The names and residences of the stockholders and the number of shares held by each are as follows: NAMES. W. P. Th o mp s o n , Ch a r l e s Da v is o n , Simo n Be y me r , F. W. Ro c k w e l l , A. P. Th o mp s o n , R. R. Co l g a t e , L. A. Co l e , Ge o r g e O. Ca r p e n t e r , Jr . E. F. Be a l e, Jr . r es id en c es . NO. OF SHARES. New York, N. Y. 1 New York, N. Y. 1 Pittsburgh, Pa. 1 East Orange, N. J. 1 Buffalo, N. Y. 1 New York, N. Y. 1 East Orange, N. J. 1 St. Louis, Mo. Philadelphia, Pa. 1 1 5 R. P. Ro w e , T. J. Ph il l ip s , Ge o r g e Mu r , W. C. Gc i.u v e r , Ly ma n D. Brooklyn, N. V. Brooklyn, N. \ . Brooklyn. N. \ . New York. Y, N ew \ ork. Y. V 1 1 J98.i'S i Total.................................. 298,094 VI. The duration of the corporation shall be perpetual. VII. All the provisions of "An Act Concerning Corporations, Revision of 1896," being Chapter 185 of the Laws of 1896 of the State of New Jersey, and all amendments thereof, and all supplements thereto, and all other statutes of the State of New Jersey affecting the powers or rights of stock corporations, their officers, directors or stockholders, heretofore or hereafter made, shall be a part of the charter of this com pany, and all powers and privileges conferred by said statutes or any of them, shall be a part of the powers and privileges of this corporation, its officers, directors, or stockholders as the case may be, except so far as the same are inapplicable and inappropriate to the objects of, or unlaw ful to be exercised by, this corporation. The number of the Directors of the company shall be thirteen, but may be increased or diminished by amendment to the by-laws as therein provided. The Directors shall be classified in respect to the time for which they shall severally hold office, into three classes. One class to be originally elected for a term of one year. Another class to be orig inally elected for a term of two years, and another class to be originally elected for a term of three years, each class to hold office until its suc cessors are elected. At each annual meeting, the date of which shall be fixed by the by-laws, the successors of the class of Directors whose term expires in that year shall be elected to hold office for the term of three years. In case of any vacancy in any class of Directors through death, resignation, disqualification, or other cause, the remaining Directors, by the affirmative vote of a majority of the Board of Directors, may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election of his suc cessor. 6 0000-NLI-000017747 itions, State ereto, :rs or Iders, comr any ation, o far nlaw- i. but erein e for ss to orig inally s sucall be term three leath, s, by lect a f the 3 SUC- The Board of D irectors shall have power to houl their meetings outside the State of Now Jersey at such places as ir-jm 'ante to time mav be designated by the by-iaws, nr bv resolution of the Board. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any other officer or employe of the company may be removed at any time by vote of the Board of Directors or by any Committee or superior officer upon whom such power of removal may be conferred by the by-laws or by vote of the Board of Directors. The Board of Directors by the affirmative vote of a majority of the whole Board may appoint from the Directors an Executive Com mittee, of which a majority shall constitute a quorum, and to such extent as shall be provided in the by-laws such Committee shall have and may exercise all or any of the powers of the Board of Directors, including power to cause the seal of the corporation to be affixed to all papers that may require it. The Board of Directors by the affirmative vote of a majority of the whole Board, may appoint any other standing Committees, and such standing Committees shall have and may exercise such powers as shall be conferred or authorized by the by-laws. The Board of Directors may appoint not only other officers of the company, but also one or more Vice-Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries, and to the extent provided in the by-laws, the persons so appointed respectively shall have and may exercise all the powers of the President, of the Treasurer, and of the Secretary respectively. The Board of Directors shall have power from time to time to fix or to determine, and to vary the amount of the working capital of the company, and to direct and determine the use and disposition of any surplus or net profits over and above the capital stock paid in, and in its discretion the Board of Directors may use and apply any such surplus or accumulated profits in purchasing or acquiring its own obligations to such extent and in such manner, and upon such terms as the Board of Directors shall deem expedient. Subject always to the by-laws made by the stockholders, the Board of Directors may make by-laws from time to time, and may alter, amend or repeal any by-laws, but any by-laws made by the Board of Directors mav 'he altered nr reneaied hv rue stockholders r.rsv tni't:;ii meeting or at any special meeting, provided notice of such alteration or repeal he included in the notice or me 'eetiru:. IN \\ ITXESs \\ H LRL* ,)i-. ve ir.ue Hereunto -e: our i'.ands and -eals 'his 5m dnv t !. WILLIAM P. THUMI W A SIMON BEYMER FLETCHER \V. ROCKIWELL LUCIUS A. COLE SEAL ) i SEAL ) ; SEAL ) ( SEAL ) STATE OF NEW YORK, CITY AND COUNTY OF NEW YORK, SS. Be it remembered that on this 5th day ot December, A. D. 1S91, before me. Sid n e y Wa r d , a Commissioner of Deeds for the State of New Jersey, resident in the City of Brooklvn, County of Kings, State of New Y'ork, personally appeared Wil l ia m P. Th o mp s o n , Simo n W. LuciusBey mer , Fl e t c h e r Ro c k w e l l and A. Co l e , who, I am satisfied, are the persons named in and who executed the foregoing cer tificate, and I having first made known to them the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed. [ seal 1 IN WITNESS WHEREOF. I have hereunto set my hand and official seal the day and year aforesaid. SIDNEY WARD, A Commissioner of Deeds for the State of New Jersey in New York. /