Document MG9wBMvdGevx2QJJdm2NGZaXV

PLAINTIFF'S^ EXHIBIT JM-1676 A RKGTTLAR HEXTIMG OF TH BOARD Of DIRECTORS OF JOHHSHA1CVILLX CORPORATION vaa held Id the offices of the Corporation od the 11th floor at Mo. 22 Seat 40th Street, Bee Tort City, oa Wednesday, the 2let day of Jeoumry, 1953, at 9:30 In the fore noon. The lollowlne Directors rsrc present, constituting a Valter H. Aldridge henry C. Alexander I. C. Raymond Atkin iu>iD or own A. R. Fleher B. S. Banvllle, Jr. C. F. Baaaweller E. M. Voorheea In the abaence of the Chairman, C. F. Raeeweller, Vice Chairnan of the Corporation, acted aa Cbalraae of the Meet ing and presided thereat and Herbert Morton Ball, Secretary of the Corporation, acted aa Secretary of the Meeting and kept the nlnntes thereof. A notice of the Meeting and affidavit of nailing the to all the Directors of the Corporation eere presented to the Meeting and, on notion, duly nade, seconded and uaaalaoualy carried, were ordered filed elth the Minutes of the Meeting. In his Monthly Report, which eas read to the Meeting by the Vice Chairman, the Chatman advised that the officers of Johns-Banvllle Products Corporation proposed to expend $104,IBS for the Installation of a baghoeae and the necessary eguipnent to provide a dust collection and ventilation systea for the Ho. 11 Hill area and the Xxperlnental Plant at Lonpoc, California, He reported that the State of California Departnsat of Industrial Relations bad directed that IS of the 35 knows dust enlssloa points be corrected within one year. This period had been ex tended because of tb *triM at Loapoc. He noted that during 1952 appropriations for lpro*wt of dost coadltioas la the aaount of 5540,000 had been approved and that the General Kaglaeerlag Department van working sa a detailed study of a program which night Involve additional expenditures of about $1.5 to $3 Million. He proposed to --seat the program to the Smmu *W ft 11- . 4ft*. After discussion, it eae the cosseneus that the pro posed expenditure by the Corporntion's seMsidlery esa Jest if Led under the c ire urns tnacee and it ena rvcfiann la 1 that the officers proceed la accordance sith tneir plaae. The meeting vaa aieo advised Dy th that t b ^'-i.ere jJ the worporai .w* rveuana ef gl.0J0.VS3 (of which *35. -79C 1epreseeteS Instillation of additional building facilities ani a 4-slds production line ior the Manufacture of floor tile at Manvllle, New Jersey, similar to the facilities la operation at Waukegan. The installation, the report stated, eould supply a forecasted denanJ and would reduce costs. It ea* estimated that the installation would result in satisfactory net cost reduction bu i ne ^`j'j 1 i provide c-t Isi&ctsry ialmrq ua tvvr age ln*etu*`r' The of 1 ir'-rs of *be Corporation recon-- tided approval of the project. After discussion, it was the consensus that the propose! expenditure was justified and the following resolution was unanimously adopted: RtSCLVEP that the proper officers of the Corporation he, ani they hereby are, authorized and empowered to expend not in excess of approximately $1,020,233 for the construc tion of additional building facilities and the installation of a 4-wlde produc tion line lor floor tile at the Manvllle, New Jersey, plant of the Corporation. The Ciwirun'a keport included a siosary on the status of the Capital Expenditure Projects and the quarterly report of Completed Projects as of January, 19S3, and llksvine called attention to two additional appraisal* of investment return on completed projects and to the data ox. Division opsratlons, all of which formed a part of the agenda in the possession of the Directors. The President then read his Monthly Report, which presented latest operating results anu a review of current developments, none of which required action by tbe Board. Tear- end figures were not available but tbe Presiueul provided the Board with an estimate as to the probable 1832 total of sales. Be also reported that the average daily production rate la units of the Building Pruducle division during the year l`J52 was ths highest m history, being equal to 200% of tbe 1941 rate. Me raile' attention to ths decrease Is production of iefaeaioe fibre luring lt'5J out- to tho low demand for Group 7 at the be ginning of the >uar wuc a developing toe demaau for Group 3 during the enj of the year. The treat lent ' e a.-port also aotsd tt>a i ti i: nk ' iaoor at Lompoc hao bees at a much higaer nu than hao seen asi iclpnte.i. that <.he Im proved Sell rement Plan had been maos available to all plaata except tne * 1 < Imuq ... Vac vital lad liaUflB plants, ehlch Mai not appr >veo i .it chaaaes. a: taeee locstioms Mti ireseat Plan changes were oetag made avsilaoie io all employees except the hourl* turuirt whose bargaining represent a t l refused to >iu mu- ...,au> e avPl .v a: i..v for . *>n 'he ae *t JIK a a $1 r lUU J t A* Pr* * )q a $!]v c Uif-- +1 the Company's suck under the Employees' Stock Purchase Plan, at an average subscript ion price of $46; 14,776 of such shares had been paid for in full and delivered. The President presents the Jhaiman' s recommendation lor increases In the compensation of certain employees whose annual salaries were in excess of $25,000. The Board unanimously approved the Chairman's recommendation and directed that appro priate notations of the opproval be filed with the decretary as amendments to Confidential Minute Mo. 42. The President advised the mooting that the Company was interested in an asbestos deposit in northern British Columbia within tnree miles ot the Casslar development in which Turner $ Bewail Limited and kayoestos-Manhattan, Inc. have invented. The quantity oi fibre in the deposit was unknown but the quality of the samples was paa. Ho reported for the information of the Board that an expenditure of approximately $3,000 would be re quired for the right to make a detailed examination of the area. At tto request of the Chairman of the meeting, My is Brown summarised a report eutikied forecast of Sarnlngs, 1953'', which formed n part of the agenda. Be also called attention to the Treasurer's Cash Report, which listed bank balances as of December 31, 1952, the location of the depositories sad the amount deposited in each. The meetiDg was advised by its Chairman that the Retirement Committee had recommended certain amendments la the Retirement Plan of the Corporation, two of which were required oy the U.S. Bureau of Internal Revenue in order that the Plan might qualify under Section 155 of the Internal Revenue Cods, and the third being an amendment to cover employees st the Port orih plant acquired October 6, 1952. Be explained the nature of the change#, noted that the inclusion of the Fort Worth employee# would entail an addition*! cost on the part of the Company of approx lm mly **,i>uis, aod presented to the meeting th9 Report oi the Retirement Committee dated January 13, 1953, to ehlch report were attached resolutions which, if adopted by the Board, would give sfiec; io the racosmenuettorn* of tme Committee as set Xo m in the report. The Ratiremest Coemlttew's report recommesded that the Retirement rbi !#( b* ellmi- n-liag Pa.agrapn a oi loa 5. amending Paragraph 5 of Section It to pro.lie !j( toe use or in# asm# annuity and mortality tables for female participaota aa were uaed tor male partici pant*, am aa.mg new section dd to provide for tae Inclusion of me employees oi :a Fort Worth plant id the Plaa. ' tn .ie.c**>.n i ae Soar. .,! tt ;i wee: >wa:'. :<" jo vumi> aooptwo. .u; iu> ; made u. seconded, r.. t. am,..: i,>u . ' ihe ..... tut i on* werw unaal- % 0 3 Lri fir V*. &> RISOLVED that Paragraph 2 of SactIon 5 of tha Retirement Plan of Johna-Manv111a Corporation and subsidiaries ha, and the sane hereby la eliminated; aad RSSGLVSD that Paragraph 5 of Section 14 of aald Plan be, aad tha sene hereby in, amended no that, aa amended, it will read aa follow*: 'Th remittee shall from time to time adopt such annuity, mortality, service aad other tablaa aa it may deem necessary for the operation of the Plan and shall make or approve all actuarial determinations re quired in connectloa with the operation of the Plaa. The Committee shall adopt tha sans annuity aad mortality tablss for female participants aa are adopted for sals participants." U80LTXD that the following be, aad it hereby Is, adopted as Section S3 of the Eetlremeat Plan of Johan-Basallie Corporation aad subsidiaries: "Section S3 - tployses at Port forth Plant With respect to persons who were la the employ of The Suberoid Co. at its Port Worth, Tsana, plant on October S, IMS, and who have been continuously employed by Southern Johns-Many ills Products Corporation since that date: Wherever the phrase the date this Plan becomes , ur a phrase of sisliar import, is used la the Plan, it shall sea*, the 21*t any of Jaauery, l3d. Wctvtthatasdlas t* provi sions af aeitta* 20 of taw Hits ul t. [ruM snail be eatLi.eu. wooe Secemisn participants la the Plan on or beiore July 21, 1053, in the discretion of the Coa- ci ; tec , ucelrt suyyle- meotal contributions pur suant to paragraph 1 of Sec tion 7 as well as pursuant to paragraph 2 (a) of sec tion 7." i tie h..lrman r\f p--`sooted proposed resolu tions wheiobj mv Corporation would guarantee the payment of all contract ana other obligations or undertakings of its wholly-owned subsijiar ie. The Secretary explained that the proposed resolu tions were necessary In order that the wholly-owned subsidiaries of the Corporation might secure a commercial credit rating, Da lnlorntJ the meeting that the experience of the subsidiaries was that on occasions it hr.c been necessary to make cash deposits for the placement ol orders for equipment since vendors had no means of checking the cieait standing of the subsidiaries. Mr. Voorhsss suggested that the praposou resolutions be re-examined to sse if they could be limited to contractual cbligr.tIon. only, and the Sccreiary was instructed to see if the credit rating agencies would accept a limitation of the guarantee and still issue credit ratings to the wholly-owned eubaldlarlea. There was presented to the rjeeting a report of tbs Profit Sharing Fund and Stock Purchase Plan Committee dated January lb, 1953, containing the Committee's recommendations with respect to the establishment of s Profit Sharing Fuad for 1953. Approval of the Committee's recommendations would involvw certain amendments of Confidential Minute No. 39 and of tbs "Rules Re latlug to the Profit Sharing Plan" established by tbs Committee pursuant to said Confidential Minute. Attached to tbs report were suggested lures of resolutions which, if adopted by the. Boaru, would give effect to the recommendations so ter as action by tho Boat .< *.u connection therewith. Aiiui uu.uiMjii, on mot ion duly made and aacuadsd, the follow.ng resolutions were unanimously a loptwd (Alvin brows, A. tv. f laucr m. c. t :tase**iU.r cut v.i ;ogi ; ' V ` " - iPh S unt,. So tc i_-- .V.. Dll' wa f j1 lows; . oi c oni l.wnt lal 2 0- *.ku sun' ;irIs , we vHDar ! t; eft 11 1 few.. K . ihe purpoi this confidenttal V ` :n> la Saji r i u - r *- u t mu. . . mm a a t be .< . . a t y w - it f`r- * ' . ai. : u i . ns l b e v smr i ^ a: ;t -- i ti * "-mi w . e a' Vo AJ . OQ yver xbAi - 'a ntat*mdiog Common Stock. RgSOLVBD that Paragraph (u) ol Section II of Confidential Minute Mo. 39 be, and the lua hereby ie, anended o as to add at the end of said Paragraph (d) the words 'am the President". t ua t rit la* lyu \g/ Ul MCcllOu ti ui V.Utti 1UMU klftl Minuto Xo. 30 be, and the stat hereby is, aaendad so that, as aaonded, it shall read as follows: (g) Each Oivlwioual group will receive a share of the oortlon of the "B" Fund allocated to Divisional Manageaent personnel in proportion to the contri bution of the Division to the success o: tne Corporation as detersinsd by tha human of the Board and the President in accordance with rules to bs devsloped by the officers of the Corporation Iron time to time and approved by the Profit Sharing Fund Committee. RKSOL.YKD that Paragraph Ic) of Section 11 of Confidential ainute No. 39 be, and the sum hereby is, asended eo that, as utndtd, It shall read as follows: (c) Any sun properly appropriated to the "A" Fund, or trannferred thereto, but not distributed '.111 be retained in tbe "A" Fund and the portion not thereafter distributed as provided in l-(5) above will be carried over to tbe nest and succeeding years. K&SOLVgn that, since it is the opinion of the Board that the "A" Fund ie adequate, no appropriation there for be nade from 1953 profits ta connection with any Profit Sharing Fuad that nay ps established for that year. RRSOLVED that, pursuant to Confi lential Minute No. 39, ns an#suea, a Profit Snaring tuau lor 19SS ns, and tbs sane hereby ta. established by appro* ia*i-g ** ' ret profit- r cf "Bass Rssnir-ssat' ns a B' Fuad: aau RRSOt.VBD that the creation and distribution of said Profit Sharing Fund for 1953 shall be subject to all is# applicable provision* of said Cos tliest it k Minute. t*h# Ivrrt-fir, i.:t ih ! the ee-t . ug ttiat Tbe Pres l Ice--Ma 11 porvlion iveten. Inc oat oeea apie~-c.t>. (u. Mil atatstary representation service for iom of tbo ouboldlorloo of tb Corporation, ilwrt required, both In their domestic Jurisdic tion* and In thn foreign Jurisdictions vbere such subsidiaries sere qualified to transact business. As the Corporation eas qualified to transact buslneas in Re* Hampshire and Re* Jersey, he suggested th- adoption of the resolutions In the fora pre scribed by the lavs of such states so that slsllar representa tion sight be effected. Thereupon, on notion, duly made and seconded, the following vote ana resolution were unsnlnously adopted: VOTKD that the registered office of J0HH8MARTILUt COHPORATIOH In the State of Rev Banpshlre be changed froa Johns-Han*Ills Corporation, Tilton, Re* Banpshlre to S Warren Street, c/o Horse, Hall h Horse, Concord, Re* Haapsblre, and that the registered agent of this corporation be changed froa P. J. Cervesy to The Prentice-Hell Corporation Bysten, Inc., whose address Is 8 Warren Street, e/o Horse, Hall h Horse, Concord, Ho* Hampshire, which Is identical with the address of Its regis tered office to be hereafter maintained in the State of He* Haapsblre; and that the Wiee-Prssideat, and the Assistant Secretary, are authorised and directed to execute a Statement of Chang* of Begistered Office and Registered Agent and to fils the name la the office of the Secretary of State of the State of He* Hampshire. The Board of Directors of the J0MS-HAHYI1XR CORPORATION, a corporation organised under the lavs of the State of He* Yorh, duly qualified to transact business is the State of He* Jersey, os this Slst day of January, A. 0. IMS, does hereby resolve and order that the location of the Prlncl pal Office of this corporalioa within He* Jersey be and tbs ease hereby Is changed from: Johas-Haaville Corporation Hals Street City of Hasville Coeaty of Somerset to Bo. 1 tachssg* Place, c/o The First Rational Bask of Jersey City, is the City of Jersey City. Cousty of Bedsoe, and doe* hereby further resolve aad order that the appointment of W. g. Richards as Its sgsat upoa whom process eat e nerved, an to appoints*** having been eaoe heretofore and filed la the office of the Secretary jf state of Bee Jersey. Se revened, oaacellea, im inwiiet. aad la *sSs%v- tutlon of the aforewatc designation so filed vlth the Secretary of State of Mew Jeraey, the company above named joss hereby sake, designate and appoint August Lagea with an office at Mo. 1 Exchange Place, c/o T'u First National Bank of Jersey r*_rp, ia the City of Jaiaey City, County of Hudson wMeh la the principal of fit* <ji iae company, ae the agent of the said company therein and ir. charge thereof, upon whoa process against said coepany =-y ww served. The --" *?-_ ui me death of the follow ing aeabers of the Quarter Century Club: Thorium Polaklowicr., who at the t iae of his retire ment in 1P52 emploved at the Manville, Mew Jersey. plant. John C. Knllnowskl, who at the tine of his death was wnploywd at the Hanvllle, New Jersey, plant. Roy R. Herron, who at the tine of his death was enployed at tba Msnvlli-, Kcv ;iaey, plant. Osorge A. Allen, who at the tine of hla retlrenent In 1946, waa enployed at the Hanvllle, Mew Jersey, plant. On notion, duly nade and seconded, resolutions of eon* dole nee sere adopted and the Chatman was directed to sea that coplas were transaltted to the fanlly and fsllow-worksrn of saeh of ths oeceaaed. The Chairman stated be would entertain a notion with respwet to the nlnutea of the Regular Heating of the Board bold on Docenber 17, 1932, and the nlnutea of tbe Profit Sharing Pond and Stock Purchase Plan Comnittee neetlng held oa January 19, 1953, copies of which had bwen piv,ij each of tho Directors at tho cnnnencenent of the neetlng. Thereupon, on notice, duly sad* and seconded, tbn nlautes, as submitted, were unanimously approved an recorded. __ j~. -us, duly nade aau seconded, it was nnamlmously resolved that tba mmmiing adjourn. ?r<, * t tLi \