Document MG98XnEN38X9X5D0mqK8YoKyj

PLAINTIFF'S i EXHIBIT ; . WRG-3ir v: 29 MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DEWET AND r CHEMICAL COMPANY HELD ON TUESDAY, JUNE 23rd, 1956 AT St30 P.M. AT THE OFFICE OF THE CORPORATION. A Special Meeting of the Board of Directors of Dewey and Almy Chemical Company, notice of which was mailed to each Director on June 8th, was called to order at 3:30 P.M. June 23rd, at the office of the corporation. v There were present Messrs. Dewey, Almy, Ferguson, Egan, Lunn, Miller, Putnam, Allen, Mayo-Smith, Reed, Lawton, Anderson, Snow and Griswold - being a majority of the Directors. The minutes of the Directorsf Meeting of February 19th were read and approved. The minutes of the Executive Committee Meeting of April 9th were read and approved. Grade Crossing and Foot-Bridge Agreements with the Boston and Maine Railroad were presented.. Upon motion duly made and seconded. It was UNANIMbUSLY TOTED:. To authorize the officers to execute the foregoing agreements. The President read a letter written on February 2?th, 1936 to Messrs. Lybrand, Ross Bros. & Montgomery relating to the use of the balance of $68,146.08 remaining from the reserve of $400,000 set up by the Directors under the authorization of the Stockholders at their Annual Meeting on March 20tht>1935. Upon motion duly made and seconded. It was UNANIMOUSLY VOTED: To confirm the action of the President In writing the foregoing letter. A contract with the Boston Blacking Company, executed March 27th, 1936, was presented. Upon motion duly made and seconded. It was UNANIMOUSLY VOTED: To approve the action of the officers In executing - the above mentioned contract. The Treasurer reported that two shares of Class B Preferred stock were purchased on February 28th from John Oilmartln at $80 a share and were being held as treasury stock. Upon motion duly made and seconded. It was _ UNANIMOUSLY VOTED: To approve the action of the officers In purchasing the above stock. Financial statements consisting of balance sheet as of May 31st, 1936 and profit and loss statements were presented and discussed. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To declare a dividend of $3.50 per share on the Prior Preference stock, payable July 1st, 1936' to stockholders of record at the close of business June 26th, 1936. -- The President stated that the provisions of the contract with Raybestos-Manhattan, Inc. made it necessary either to dissolve the Multlbestos Company of Massachusetts or to change its name prior to August 1st, 1936. He further stated that the officers might want to change the name to Dewey and Almy Sales Company or some similar name using the words, RDewey and Almy*'. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To authorize Multlbestos Company to use the name "Dewey and Almy Companyn or any similar name. Upon motion duly made and seconded, `It was UNANIMOUSLY VOTED: To adjourn. tmt\J MINUTES OF SPECIAL MEETING OF THE STOCKHOLDERS OF MUETIBESTOS COMPANY HELD ON THURSDAY, JULY 2, 1936 AT FOUR O'CLOCK IN THE AFTERNOON AT THE OFFICE OF THE COMPANY, 62 WHITTEMORE AVENUE, NORTH CAMBRIDGE. MASS.; A Special Meeting of the stockholders of Multlbestos Company, pursuant to the foregoing notice, was called to order at four o'clock In the afternoon on Thursday, July 2nd, 1936 at the office of the company, 62 Whittemore Avenue, North Cambridge, Mass. The following stockholder was present: Hugh S. Ferguson representing Dewey and Almy Chemical Company - 10 shares In addition Charles Almy, Jr., Vice President, Hugh S. Ferguson, Treasurer, and. Denis F. O'Brien, Clerk were present. In the absence of the President, Mr. Almy acted as Chairman. On announcement of the foregoing attendance the Clerk declared a quorum present and the meeting opened for the transaction of business as stated In the call. Upon motion duly made and seconded, it was VOTED: To dispense with the reading of the minutes of the previous meeting. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That the name of this corporation be and it hereby is changed from Multlbestos Company to Dewey and Almy Company and that the Agreement of Association and Articles of Organization and By-laws of this cor poration, all as heretofore amended, be and the same hereby are further amended so that the name of this corporation whenever appearing shall be Dewey and Almy Company. Upon motion duly made and seconded, it was VOTED: To adjourn. $4* (Bommonmfaltl} of Aosaacifimlla t Department of Corporations and Taxation HZNRY F. LONG, Cm I'hI'm 236 State House, Boston ~ ARTICLES OF AMENDMENT fit filing sad recording s certificate providing lot a change a1 (hares with par value to chares without par value, whether or not the *0fiul it changed thereby, one cent ter each chare without par value resulting from such change, less an amount equal to olie twentieth P*r cant at the total par value ol the shares so changed; but not in any case less than twenty-five dollars. The lee lor aU other <^^dments is tea dollars. Make checks payable to Hie Commonwealth ol Massachusetts. This certificate must be submitted to the C^missiancr ol Corporations and Taxation within thirty days alter the date ol the vote ol the stockholders. Section 43, Chapter 156,. Cww~* Laws (Ter. Ed.). fB. Bradley Dewey, President, Hugh S. Ferguson, Treasurer, Bradley Dewey Charles Almy, Jr. Hugh S. Ferguson all _ * being /i^jority- of the Directors of loltibesto? Company (incorporated In Massachusetts) bated at nfccompliance with the provisions of Chapter 156 of the General Laws (Ter. Ed.), as amended, do hereby certify that da meeting of the stockholders of the corporation, duly called for the purpose, helct JUly 2, 1936, md by the affirmative vote of *" shares of the preferred stock and of 10 shares of the common stock of the corporation, being at-leac*. all <11 the stock outstanding and entitled to vote, the following amendment or alteration in the agreement of asso(ution and articles of organization of the corporation was duly adopted, namely: JOIED: # That the name of this corporation be and it hereby , is changed from Multibestos Company to Dewey and Almy Company and that the Agreement of Association and Articles of Organization and By-laws: of this cor poration, all as heretofore amended-, be and the same hereby-are further amended, so .that the name of this corporation whenever appearing shall be Dewey and Almy Company. . : -* : f OF FBHjoRr. we have hereto signed our names, this in the year 193 6. 0u* # l; x