Document MJQXr98ZKNmZbjzdgaNBGabQk

IT U PLAINTIFF'S EXHIBIT WAIVER OF NOTICE OP A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF SMITH & KANZLER COMPANY Thu undersigned, being all of the Directors of SMITH & KANZLER COMPANY, a New Jersey corporation, hereby waive all notice, whether provided by statute or otherwise, and consent to the holding of a special meeting, of the Board of Directors of said corporation on the 25th day of October, A.D. 1967, at 2:30 p,m., or any adjournment or adjournments thereof, at the office of the corporation, 5750 West Roosevelt Road, Chioago,. Illinois, for the purposes of considering: . . (a) The resignation of George E. Victor as Director, effective October 25, 1967; . (b) To elect a Director pursuant to Article HI, Section 3 of the Bylaws; and . (o) Proposed changes In authorizations on file with various banks, . DATED: October 25, 1967 Being all of the Directors of said Corporation \JJJ ^ u u MINUTES Ort A.tpscisl meating of tbaBoerd of Directors of SMITH & XVNZLSA COMPANY* New Jersey corporation, held at the affloe of said Company* S7S0 West Roosevalt Road* la tbs City of Chicago* In tha County of Cook and Stata of Illinois* on tha 25th day of October, A.D. ll7, atldO p.cn.* pursuant to waiver of notloa by all tha Directors of tha Company* . . Tha following Directors, constituting a majority of tha Board of Directors, wars peasant in parson at tha aaatlngt . Wayns D* Nasthary . Robart M. Bums . Tha masting was callad to order by Mr. Robart U. Burns* who acted as Chairmen of the meeting. Mr. Stanlay W. Gustafson*. Secretary of tha corporation* recorded tbs proceedlnge. Tha Secretary raportad that a quorum was prssent st tha masting and* tharafors, tha masting was lagally oonstitutad for tha transaotlon of busLnass. Tha Chairman prasantad to tha masting a letter from Mr. Georg* E. Viator* addressed to tha Board of Dlraotors* in which Mr. Victor tandarsd his resignation as a Director sffaetiva Ootobar 25* 1967. Upon motion duly mads, sacondad, and unanimously approvad* It was RESOLVED that the resignation of Mr. Gaorgs E. Victor ' as a Director ba, and bareby la* accepted-. FURTHER RESOLVED that tha lattae of resignation from Mr. Victor ba mads a part of tha minutes of this masting. : . ' . Tha Chairman statsd that tha naxt ordar of buslnass was to alaot a Director pursuant to Artlcla m* Section 3 of tha Bylaws* Tharaupon Mr. Rant C. MoPharson was nomlnstad to sarva as Diractor until tha naxt annual masting of shareholder*, or until a respeotiva suooassar Is sitetad ani shall hays quaIlflad. . . Ko further nominetlocj having been made* tha nominations ware dosed and tha vots taken, Tha vote having baan taken and oouated* tha Chairman announosd that Mr. Rsna C. McPherson had baan duly alacted a Diractor of tha Corporation pursuant to Article in, Section 3 of tha Bylaws by unanimous vots * - . . *. "* #' * Tbs Chalman statsd that dua to oartaln parsonnsl changes it wai advisable to consider ohanges in authorised signatures on file with various banks for tha following aooountsj `s Fidelity Union Trust Company ' - - Manual signature ' - iy) r a '. The Chairman then presented a list of recommended changes. Upon motion duly mads, ssoondsd, and unanimously approved, .it was ` . ' ` .` . . RESOLVED that ths list of recommended changes in eirth-. orlsed signatures presented to this meeting for the follow- ing aooountst. /. . Fidelity Union Trust Company . "Regular Account" - Manual signature "Payroll. Account* - Manual signature - be, end it hereby is, approved. FURTHER RESOLVED that the printed resolutions of the banks involved in. the form attached hereto and made a pert hereof be, and they hereby are, adopted as resolutions of this Board* . The Chairman stated that the Corporation had formerly used the Central Home Trust Company, Elisabeth, Hew Jersey, for payroll purposes but had since switched to fidelity Union Trust Company end, therefore, it 'was advisable to withdraw authorisations to the Central Home Trust Company, and bless the account* . Upon motion duly made, seconded, and unanimously approved, it was ' .. . RESOLVED that the authorised signatures for ths pay roll acoount With Central Home Trust Company be withdrawn and the acoount aloaed. There being ho further business, the meeting was adjourned. APPROVEDt Secretary DIRECTORS