Document N2878ZDME4O5NxOz9L1OqRLLb

xmmj>r a .mom umm .<?i. i&skmmLmzm Minute* of a epaolal k m ting of th# Board of Dlreotor# of Too Olldden Compaq, hold purauant to call of tho President, at tha offioo of tho Conipeuv', Cleveland, Ohio, on tho 2Bth day of Juno, 1924, at 9:30 o'eloek A.M. Tho rooting mo eallod to ordor and preoidod over by Mr. Adrian D. Joyce, President and tho rinutoo were rooordod by Mr* B. B, Horoburgh, Secretary, Tho following moober# of tho Board woro proaontt Adrian t>. Joyoo J. P. Barrio B. W, Levonhagen P* L. P. Kiting Harold B. H, Horoburgh O.A. Boa** B. B. Hamilton V. A. Oliddon . Clark oonatttuting a quortto. Tha abaont member# woro Uestre. I. B. Tinker, Hoewrd Kiting and L. B. VlUloma. Mr. Joyoo road tho financial et*t*nent and report of oparatlona for tho period to May 31*t, 1924. Tna Alroctor* axproosod gratifi cation over tha ahowing mad* by tho oo^>any in tho light of axiating oonditlona. Tha dirootor* had previously boon fully lnfomod of Mr* Joyca'a effort* to aoquir# tho property of the 8ha*ta Zlno a Copper Company, known a* the Shasta Min* and 8a#lter, at flnthfcop, California and had authorised hln to ccnitiOt negotiation*. Mr. Joyce reports! tho result of hie visit to tho mine and submitted report* from a nvnbor of prominent authorltio* showing thnt th* Bin* aivi aaelter could bo oporated profitably. Ba also explained that th* property oould bo acquired without any <**> outlay on th* park of The OHdden Company for Initial axpon***, for ropaira, rehabilitation of tha property* at*., through an arrangement he would oak*, subject to th* approval of tho dlreotor*, whsreby the ooMpary could trad# ita Koatnor Avenus property In Chicago for tha cordon a took of tha Shasta ?-lno & Copper Company and on* fourth the ootunon ato ok of th* Button head CoiqAny. Mr. Joyce gave a description of tho property of the Button Load Company *t Bcronton, Pa., which company ha* a euco#*ful and quick proooas for th* production of white lead. Ho pointed out that In the earn# trade tha company could acquire about one fourth of the c o mbo n oapltal stock of th* Button Lead Coiqpany and fait confident of later being able to acquire tha remaining a took It In tho Judgment of th* dirootor* that court* ms wi**. After oonoldorabl* diseuaslon and aftor tha verloue individual director* hod declared thwiiselve* favorable to the exohang#, the following reaolution ms upon motion duly made and adopted by all dlreotor* protent axoept Mr. IHt CLIDDEN COMPANY Wxr-orti Bo o k . P** CoeescT N 2198 /. W P. L.P. Siting, who did not vote. WHEREAS, in th* opinion of this Board, th* property hereinafter described, which 1* tubject to th* lion of th* mortgage trm this Conparvy to The Union Trust Company and Qrovsr H. Hull, Trustees, datad September 1, 1921, cannot bs adventagsbusly uaad in tha proper and Judlolou* oparation of tha busines* of tba Company and it la advisable to tail and dlspoM of tha saas for tha consideration* baralnaftar aat forth; HOW, THEREFORE, BE IT RESOLVED, That tba Praaldant or VicePraaldant and Secretary or Ass Is tant Secratary of thla Company ba and they ara haraby authorised and llraotad, In oonal&aration of tha cum of Thraa Hundred Eighty-*l* Thousand ($386,000.00) Dollar*, to tall to P. L. P. Citing, or hit nominees, tha following deacrlbad property: SITUATE in tha City of Chicago, County of Cook and State of Illinois, deacrlbad aa follows: That part of tha Zaat half of the Southwest Quarter of Seotlon fifteen (16), In Township thirty-nine (39) North, Bangs Thirteen (13), East of fits Third Principal Keridlan, described, as follows: to-wlt - Coexaenolng on tbs North Lins of th* Chicago Orest Western Railroad; at th* point of Intersection with the East llns of said South West quarter, and ruining thence Vast along the North line of aald Railroad, six bundrad and slaty-eevsa and twenty-five one hundredth* (667.86) feet, osora or lose, to tha centra 11na of South Forty-fifth Avenue (formerly West Party-fifth Street); thence North along eai d center ltna of eald South Forty-fifth Avenue to tha point of intersection of said contra llns, with th# centre line extended, of the sixteen (16) foot alley lying South of and adjoining Lote One (l) to twenty-four (24), both inclusive, In 0. 0. Pox's Colorado Avenue Addition to Chicago, in eald South-West quarter; thence E&et and North-Easterly along said centre line of eald alley, to a point in eald East line of eald South-West quarter Intersected by eald oentre line, extended, of said alley; and running thence South albng said Knit ltna of eald Bcutb-Weet quarter, to the place of beginning also lote one (l) to twentyfour (24), both Inclusive, in eald 0. 0. Pox'e Colorado Avenue Addition to Chicago, in the South-West quarter of Seotlon fifteen (16) aforesaid, reference being had to the Map of said Addition, which was recorded in the Recorder's office of Cook County, Illinois, on August 12th, 188V, a* Document Nttsber 1141384. AND RESOLVED, Tnnt upon receipt of th* consideration above mentioned, said officer* be and they are hereby authorised and empowered to execute, acknowledge and deliver a proper Instrument of Conveyance of eald TMF- GLIDDEN COMPANY Ptitoeo Bo o k . Bac h c o **c t real estate, and to thereupon deposit the consideration received tharafor with The Union Truet Company designated a* the corporate Trustee in the aforesaid mortgage or daad of trait of September 1,1921, AND RESOLVED, That laid Trustees bo and they ara hereby requested to axaonta, acknowledge and deliver aucb instruments aa may ba nacatiary to ralaaaa tba proparty baralnbafora datorlbad from tba lian and oparation of aald mortgage of September 1.1C1, AND RESOLVED, That aald Corporata Trustee ba and it is bsraby furtbar requested to pay over to tba Company in tba parson of ita President or Treasurer, out of tha moneys ao dapoaltod with it, representing tba procaads of tbs aala of aald proparty, suns equal to expenditures w&ilch bars baan mads by tba Coi^any for tba purobass of othar raal as tats, buildings and equipment, which W*s become eubjeot to tba lian and oparation of aald mortgage, as sst forth in a oertifioats or oartificatas which may bs presented to said trusts* by the offloors of tbs Company, all as mors specifically provided in Section 2 of Article IT of asid mortgage, AND RESOLVED, That said offioara ba anl they ara hsrsby authorised to expend tba monsya racaivad from tba aala of aucb proparty, or ao much thsraof as may ba &foessary, in tha purchase of tbs following stocks: The antirs Common Capital stock of tha California Zinc Company, a California corporation. Five Thousand Two Hundred and tight (6206) shares of tbs Common Capital c.tock of tbs Rueton Lead Corcpany, a Pennsylvania eorporatlon, having an authorised capital atook of Twenty Thousand (20,000) share* of Comron stock without nominal or par valu* AND RESOLVED, that said officers be and they are hereby authorised to take all steps in their Judgment necessary or proper In order to fully carry out the intent of tha foregoing resolutions. : 0 Stt-f r*' >' THE OLI ODEN COMPANY ftccoeo Bo o k Wa o * Coeevct " i Owing to the fact that Mr. William* found it impoeeibl# to attend th* meeting because of ablenos from th* city, Ur. Joyo* explained th* Shasta and Eueton Load d*al to him prior to hi* departure and Mr. William* w heartily in favor of th* d*al and r*qu**t*d that a memorandum to thi* affaot he r*oord*d in th* minute* of th* meeting. Dir*otor Hamilton explained to the meeting how hard Mr. Joyo# had worked on the Shasta deal and how painstaking ha had been in getting complete data and reporta from expert* and other aouroet, in order that th* dlr*otors could intelligently make a decieidn. He thereupon offered a raeolution thanking Mr. Joyce for th* mutually good work h* had dona In arranging a satis factory deal and for hi* untiring effort* in connection with it. Thi* revolution wa* seconded and unanimously carried. Ur. Horibur?h explained to th* meeting that sinoa th* last meeting additional old prafarrad stock had bean axchanged for Prior Preference Stock, bringing thi total outstanding old preferred stock down bo 1100 there*. Thereupon th* following revolution was made, seconded and unanimously adopted! WHEREAS, the authorised oapltal stock of this company at the present time con*let* of 438, Bou ehfei'cc, of wfcioh 380,000 there* is oesmon stoak without par value! 76,000 share* of the par value of One Hundred Dollar* ($100.00) each la Prior Preference Stock and 3,600 share* of the par value of On* Hundred Dollar* ($100.00) each 1* deslgnatad as Preferred Stock, all a* set forth in the certificate of Beorsanitation of The Ollddsn Company filed in th* office of the Secretary of State on Deoa&ber 30, 1919, Volvo* 236, peg* 350, of tha record* of incorporations, as amended by otrtifioate of amendment filed January 19, 1924, volvru* 306, pagt 1&5, of th* record* of incorporation*, and a* reduced by Certlfioate oi induction filed April 17, 1924, volume 309, page 253, of the record* of incorporations, and WHEREAS, of the 3,600 there* of th* Preferred etook author ised 2,400 share* have been aoqulred by the company for th* purpose of redemption and retirement, and WHEREAS, It le tha deeir* of th* company to reduo* it* authorized preferred oapltal *took by the number of ehare* *o acquired for redemption and retirement, HOT/, THERETORI, BE IT RESOLVED that th* tail 2,400 share* of the Preferred etook shell be cancelled and shall not be releeued, and BE IT FJRTHER RESOLVED that th* autlri**d preferred capital stock of The Olldden Company be and the same 1* hereby reduced from Three Hundred and Fifty Tnoueand Dollar* ($350,000.00) divided into 3,500 share# tf Ue par value of One Hundred holler* (; 100.00) each to On* Hundred and Ten Thousand Dollar* ($110,003.00) divided into 1,200 share* of th* par value of On# TMt OUODCN COMPANY fttcoftp oox Couftter CLDOPlqn? fear**** Hundred Dollar* ($100,00) each, and RESOLVED that th* President or Vica-Proaldant and th# Secretary or Assistant Secretary of thia Co.-npany b* and they hereby are authorized and directed to maVa and fila a proper certificate of this action with tha Secretary of State of tho State of Ohio, Ur. Horaburgh then explained to the dlreotore that it ia neoaisary for tha company to fll* an annual bond to eovar propoaal* and contract* mad* with th* U.S.A, *ar Department and lnaamuch a* auch a bond had bean signed by him it waa in order for tha director* to ratify and confirm thia action, thereupon, on motion duly made and aacondad, th* follow ing reaolution w&a unanimously adopted: RESOLVED that the action of Mr. R. H. Horeburgh Saeratary-Traaaurar of thia corporation. In executing annual bond to eovar propoaal* and contract* cade and dated within th* pariod June 30th, 1924 and Jun* 30th, 1925, batwaan this corporation and tha U.8. A. %ar Dapartoant, in tho panel am of ($5,000.00) Viva Thouaand Dollar*, 1* hereby in all reapasta ratified, approval and oonfimad. Mr. Bor*burgh alto ftated it would be advleable for th* company to open an account with tha Bacurltia# Dapoalt Dapartoant of The Union Truat Company in anon to deposit bond* and other aaouritiaa puroheiad by th* oompany for sinking fuM requirement*. ^Thereupon, on motion duly made and aeoonled, th* following reaolution wa* unanimously adopted: RE30LVED that thl# oompany open an account with the Securities Depoait Department of The Union Truat Company, for the deposit of bond* and other eecuritie* which may be purchased from tim* to time for Siridng fund and other purpose*j awl that auch Bonds and aecuritia* ba deposited and withdrawn upon tha order of the following officer*: Adrian D. Joyce 0. >. Hot*# R, A. Lavenhagen R, H. Horeburgh Clifton U. Kolb President Vice-Pr*aid#nt Vice-Praaident Secretary-Tr#aur#r Assistant Secretary. Thera being no further bualnaa# to couebafor# tha masting, it wa* on motion duly mad# and seconded, adjourned. TKt &UDDEN COMPANY Rtcoeo Boo* v*a s * CotKiet Il'.nKlM