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Minutes of the regular acnthly meeting of the Beard of Directors of
The Qllddea Coapany, held at the office of the Ce^eny, 139$ Union Oemmtreo
Building, Cleveland, Ohio, on Triday, August 27, 194, at 10t3Q o'clock A.M,
The following Director* were present:
Adrian D. Joyce Dwight P. Joyce
V. J. O'Brien ?. 1. Sprague 7. A. Peter*
A, 9. DUMA J. 7, Bath i>. 7. miiM 9. Betsold Oliften N. Kelt
Mr. B. S. Hershurgh vt* Absent.
Mr. Adrian B. Joyce, Chelrnen of the Board of Directors, presided and
Hr. Clifton M. Kolb, Secretary, recorded the nlantes.
The Chairman celled the netting to crier end the Secretary presented
the minute* of the previous setting. Upon notlen Only anie, teeeaded and
uneniaouily carried the reading of said alsutee we* diseased vith and they
were approved.
The Treasurer, Mr. J. A. Betere, presented to. each director a statement
showing the eetioated oath poaltlen of the Company as of Ooteber 31, 1946, a copy
of which it attached to thee# ninateg.
The Secretary presented the report ef 7.7.1, ** fer the period from
July 14, 1946 to August 20, 1948,feieb were approved!
BMrgemoy lta~taerg*aoy
Nalnt.
Oapltal
Capital
Bet ever Bet ever
Bet sm
o t is io s
$5,000
s.000
$1,000
Chesdcal and Pigment $6,231.75
-0-
f 518.50
Burke* Tsmous foods Boston Lead
6,717.30 40.64
-0-0-
3.727.68 530.00
Peed Kill
-0- $ 283.45 ' 104.J1
Metals Eofinlng
-0- ($1,500.00)
-8-
Be ml Store*
-0- -0-
887.59
Oil Kill - Buena Bark
-0-
0-
-0-
BatieV Soys* Broducte
TOTAL
1,470.0c 8,680*00
$ 23.13?.69
-0-
, *$ 283.45
5,540.92 2.832.00 14.UI.00
Divide* fetal IT750^5
10,444.98 570.44 387.T6
(1,500.00)
887.59 -0-
7,010.92 U. 512.00
$37,564.14
ixv&u
B*s Secretary presented P.T.l. Is. 22 for the Seym Products Divisisa, covering the installation of a 15,000 gallon tank into which beaus frea the present extraction unit* at the 607a Products plvisioa mould bs drained 1m tbs rant of fire or e^losien, pursuant to tbs request of tbs Factory Insurance Aeeoeiation, st a coat of $9100.00. tta Ssoretary polntsd out that tbs insur ance covering tbs Soya Products plant was at prsssat corsrsd >7 a blater and that Xr. C. A. Leach, la chare# of tbs lasuranes Department, expected to bass a asst* Ice with ths representatives of ths Factory Insurance Assselatlsa early la Sep tember ralatiT# to ths installation of -various firs prevention devises and changes aa requested by ths factory lasuranes Associations that sdld Asssolatlsa vat insisting upon ths Installation of ths table oorsrod by ths P.F*X. which bad boss presented aad that if this vat mot donu along with other changes, c o t trago could not > osenrsd. Tbs setter vas disenssod aad upon Motion duly aads, ssoosdsd and unaafncutly carried P.P.S. Xo. 22 vas approved.
the Chairman statsd that oa his rscant visit to tbs Unburst plant Nr. X. E. Palmar bad pointed out that ths Zlshnrst plant had been la ssastblag of a turaoil for quits seas tins, due to ths building sf ths addition, to ths plant, poring, aad ashing other ebaagot and laproveaeats which bad ts bs doas whlls ths plant * spiraling, aad that bs would like to esqplsts everything asw madsr way and gat back to normal opsratlsas before starting any now projects. the Chalraan polntsd out that his vas a good idea aad that ths Ties Prssldsats la charge of ths various divisions should chock up oa all outstanding P.F.X,'s lm their divisions aad determine their status aad than sss that ths projects corsrsd are completed as pro^tly at posslbls, aad that ths issuance of asv P.P,g.'t bs hbld up until ths projects corsrsd by outstanding P.T.X.*# arm completed, exempt in c&ees of asergrncy.
Too Chaira&n stated further that when the Hafinary was constructed
GL0022970
a
at the Blaburet plot, many tltUktt were Md, particularly with reject it the
piping. and that any changes had to ho made which were very expensive! that a
careful study should ho aado by tho Engineering Department with particular refer
ence to tho piping and a long-range prograa established to avoid temporary changes
which generally load to trouble and expense. Eo also callod attention to tho con
dition of tho ovitch track at tho Blahoret plant, which is In nood of ropair,
Tho Chairman adviood tho dlrootoro that tho Popartaoat of Justioe of tho
E<od States had aceoptod tho Company's offor of 1300,000,00 to oottlo tho
Company' a cult In the Oourt of Clalac covering damages to tho properties of Tho
California tine Company and tho Sacreaento Talloy and lastarn hallway, growing
out of tho construction of tho Shaota Dan la California, and that Judgment would
ho entered, terminating the cult. Be alao reported that nogotlatlons relative to
the settlement of the patent Infringement cult hrought against tho Company hr
Sobering Corporation wore proceeding satisfactorily.
The preposition of the Company carrying Its own fire and other laser-
amce was discussed and the Chalraan requested Mr. Dwight P. Joyce, President,' to
investigate the aattor and report to the dlrootoro.
tho Ohalraas requested Kr. Alexander 2>, Duncan, Tint President, to re
port
tho general plan covering tho future scansion of tho Bahian Paint and
Tarnish Company plant and tho iduu and Biting Company plant at Chicago. Hr.
Duncan submitted a written report relative to tho plan, which it attaahod to
those alvutes, and provides la general for tho following prograat
That no general transfer of machinery ho aado frea tho Bahian plant to the Adams and Biting plant for tho following reasons--
1. It would destroy, to tone extent, the flexibility of Vublan production.
2. Ihe original cost of installing the machinery at Bnbian would he lost and the extra cost of moving and installing would he incurred.
3. The estlamtei ecet of moving the equipment under consideration and itr equipaest with individual drives would amount to approximately $30,000.00,
_*asa2`
?//
compared to * oeet of apprexlaately $16*000,00 for bo w equipment bo required ot the idui OA& Siting plant.
That the Company eeicentrats o the development of the Adams and Biting plant and that d o additional facilities ho added to the Bubiaa pleat la the future.
that the following program he carried oat at the Vuhlan pleat to sellers the congestion In the Receiving and Shipping Departments*
1. Build a storage ehed with a pared floor aad open sides on the forth id* of tho plant* providing approximately 14,500 square foot without wiring* sprinkler 071 ten or heating* at aa estimated cost of 138*000.00.
2. Paving tho former parking lot on tho Sant side ef toClalre Avenue and a concrete approach at a cost cf approximately $2600,00* as oovered hy P.7.1. 9-30 in the anount of $2600.00.
3. Purehate and Install twelve 3*000 0*11on tanka* six sf which nast ho of stainless stesl* for the storage of ureas, nelaniaes and alkydn, aew pur chased in druas* which can he pnrehased in task ears after ths tanks are Installed, at an estimated savins of $54*228,00 a peer* at aa approximate cost of $54226.58 as covered hy P.7.I. 9-50 far said aaouat.
4. Install each equipment for ventllatlen at the Bahian plant which the State ef XllLaele ami the lnear*Mt nutheritles repairs.
That it Is not advisable to transfer Tarnish production to new Ani lities at the Ad*** aad Biting plant or produce varnish at hath tho Sabina and Adams and Siting plant; that it will cost approximately $500*000*00 is preride varnish facilities at the Adana and Biting Company plant had the installation of such varnish plant at the Adams aad Siting plant Is net reoommsaded; that tho following program* which la a part ef a long-range program far ths develepmont of tho Adams and Siting plant* ha immediately tarried oats
1. Transfer ef a 16 8.7. Hy-B Speed Kill fro* the Bablan Plant to the Adams and Siting plant.
2. Transfer one 90-cellon hall mill from the Bahian plant to tho Adams and Siting plant.
3. Purchase aad Install sme 6 x 6 Patterson steal hall mill* aa covered hy P.P.S. #17-6 in the amount of $15*666.00.
4. Purchase and installation ef tanks aeeeseary for serving tho shore mill.
5. Dismantling and removing of abode -1 aad -2 at the Adaas aad Siting plant which are not being used at the present time, femoral ef Use less floor In Building 0-2. Bulldltg of a deck which will he tho earns height as the floor level in Building C-l and Building A and paving the yard and en trance, all at a cc-et ef epproxlfiately $37*100.00.
The program as submitted vee carefully considered hy the director# and
upon net lor dr.lv made, seconded and unanimously carried said plan and the F.7.S.*e
GLD022972
included therein were approved.
The Secretary stated that the title to the addltleaal laat which had
recently teen purchased at the Indianapolis plant had hoes oerefully checked by
a competent attorney hut that In hie opinion it M advisable to secure a titlo
insurance policy covering oald property einee the Company decided to oroct a
plant on eald property at a value of approziaately $3*000*000.00. fit etated
that an owner's titlo policy valued at $3,000,000.00 would cost about $6500.00;
that he would reeoa_eni the securing of a policy la the aaoant of $50,000.00,
which could be cured for $225*00. which would dleelete any defeots in the
title. The natter wae considered and upon Motion duly nade, eeoonded and
unaniaously carried the Secretary was authorised to secure the title policy
cover log said land in the aaount of $50,000.00.
The Secretary presented the following resolution relative to anting
night deposits with the Detroit Bank by the Detroit Store, which resolution was,
rpon Motion duly Made, seconded and unanimously oarried, approved!
VBJRB1S. this Cczporatlen is desirous of availing Itself of the privilege of using the Bight Depository Service furnished by THZ SKBOIT BUX; and
VEKJUl S, each service Is rendered gratuitously by the Bank and it available only to these depositors who are willing to aseuae certain risks; be it
BXSCKiTZD, that the Secretsury or Assistant Secretary of this corporation hereby is authorised and directed to execute and deliver to The Detroit Bank a Bight Depository Agreement on ths Bank's regular fora, a copy of which has been read and approved at this Meeting; and
JOTHOER klSOLVE), that the Secretary or Assistant Secretary shall certify to said Bank the names and official signatures ef the persons who are authorised to act as agents or representatives ef this Corporation under the eaid Bight Depository Agreement, and shall from tlae to time hereafter as changes la.the personnel of eaid persons who ars authorised to act are made, lamedlately eartify such changer to the Banks and said Bank Shall be fully protected is re* lying on such certifications of the Secretary or Assistant Secretary and Anil be indemnified and saved harmless free any elalas. desends, expenses, less, er damage resulting froa, or jewing out of. honoring the signature and instruc tion of any agent or representative so certified, or refusing to honor the elgrjAture or inetniction of one not so certified; and
GLD022973
YCHSHXi HX80LTID, that the foregoIn* resolutions shall-remin la fa11 force mad effect until written notlot of their aaesdaeat or realties shall hare Ih ii reoeiwed by said Bank, mx& that receipt ef sueh notice shall mot affect any action taken by the 2aak prior thereto! and
WETKIS BESOLVXD, that the Secretary or Assistant Secretary be, and he hereby i. authorised and directed to certify to TSX DMBOIT BUS the foregoing resolu tion*, and that the provisions thereof are la conformity with the Charter and By-law* of thie Corporation.
The Secretary stated that Nr. X, C.Henke, the preeeat authorised agent
of the Coapaay Is the state of Minnesota, v m getting quite old a&d that it wae
advisable to appoint Kr. T. X. Deane ae the registered agent of the Ceapaay la
the State ef Minnesota in pU ce of Hr. V C. Xeako, and offered the following
resolution, which ei upon action duly made, seconded and unanimously oarried,
approved!
SXSOLTXD, that T. X. Deane be appointed at the registered exeat of fhe Gllddea Company la the State ef Minnesota la place of V, C. Seiko and that the Secretary or Assistant Secretary of The Olldden Company be and Is hereby eutherlaed te take all neoeeeary action te accomplish this change.
The Secretary presented the following bank reeolutieae which were upon
motion duly made, aeoosded and unanimously carried, epprovedt
HXSOLTXS, that the authorisation ef B. C. McLendon to sign ea the Operatlsg Ac count of cor Taldosta, Georgia plant of The Hidden Oeepany aaintalaed with the Cititess and Southern Xationai Bask ef Taldoeta, Georgia, be eaaeelled aad that the eignature of J, V. Batkin be substituted therefor, said change to be effect ive at of the date letter of notification le received by said bank (letter ef notification dated August 13, 19G6). After said change has been aade ea the records of the bank, the authorised signers on this account should appear ae followsi
Any Two? 3. A. Peters, Treasurer Clifton M* Xelb, Secretary V. D. Stalloup Carey %ter
> F. V. Behea J. V. Baskin
RXSQLTXu, that the authoritation of B. C. McLendon to alga on the Operating Ac count of our Taldosta, Georgia plant ef The Ollddea Company aaintalaed with the first Xationai Bank ef Taldoeta, Georgia, be eaaeelled end that the eignature of J. V. Batkin be substituted therefor, said change te be effective at of the date letter ef notification is reeeired by said bank (letter ef notification dated August 13, 19W. After said change has been aade ea the records of the bank, the authorised signers on this account should appear ae follows}
GLD022974
Any Tvoi
J. A. Petors, Treasurer Clifto b M. loll), Ssorstary
V. I>. Steneqp Carey fpeer P. V. Sabon J. V. Paskln
BX80LTXD, that J. 0. Stephan, H. V. Proyd, and Bussel 1. Wright be authorised to sign cheeks drum against the Payroll Account maintained for the use of eur Nubian Division in the mu m of The Olldden Company with the Continental Illinois National Saak and frost Cospany of Ohieago, Illinois, affective as of the date letter of notification is received by said bank (letter of aotiflcatioo dated August 13, 1946). After eald signatures hare been added to this account, it ehould appear on the reoorde of the beak as follows!
lay One!
J. 1. Peters, Treasurer Oliftoa N. Kolb, Secretary C. 0. Johnson H. X. Heath John T. Hadis Herbert X. Niles
J. 0. Stopnan H. I. Preyd Hossell L. Wright
BXSQLYXD. that a "Olereland Account* be opened on bohalf of The (Hidden Ooapasy vlth the Central National Hank in Chicago, looserelt Hoad at Baletod, Ohloago,
Illl&eie, effective as of tho dato lottsr of motifleatlea Is received bar eaid bask (letter of notification dated August 17* 1946). lay tv* It the following are authorised to sign on this account!
J. I, Potors, Treasurer Clifton M. Xolb, Secretary 0. C. Hart C. A. Leaoh V. V, Hoetotlar H. V. Caton
Bis following PLP.X.1 s were submitted and upon notion duly made, seconded
and unanincrualy carried, approved!
Nubian Paint and Tarnish Co mpo s t Division
2-2666 - Over expenditure# en P.7.1.1 e 2-2?85 and 2-2799 in connection with the installation of two 6 s 10 Pebble Hills
$ 4,555*71
A. Yllhsln Cawmay - Beading
2-3761 - Purchase aad installation ef four tine clocks
1*948.50
CL0022975
Park-- Mo m Itodt - Btrfctlw.
22-18
Orer-expenditure on P.f.I. #280 orrl| the paro Kh ad installatlaa f Mytsatltl fillilf aqulpaant and pneumatic chuck osyper
h290.33
Chflcal a Plgaent Company - QelUafTina, mUtli
22 (B-1268-20) 8 Spar* electric Htori
1,262.30
Ch--leal A Pigment Company - 8t. Helena
1012
Over-expenditure o&
Vo. 1078-2582 aad
1079-2583 eererlae era tidied aad platfern aad
are *t*r*g aad unload!**
35.902.?*
Burke* famous foods - Unburst. lev fork
23-lh Becondltl* An* aaa Bedladteu Oarteaer far shredded soooaat
23-W
Relocating cooling ualts from V*. 6 eoelsr la
bulk sbortealac fining ream ee me te provide cool air for kalk shortening te^erlif raaa aad lastall mew amoala llaes aad waive
3.*97.<5 2,0*2.03
23-22
I astell aev kalk ahertealac hi^i proseer* filling lima from rotators to kalk fillip atatlaa la baeaaaat for aoparatlaa af kalk tla fililac aad bulk drum fillia*
23-17
Relocating and buildlac
offlea far ta af
both Refinery and all fllllac s^perrlalaa aad
olarloal staff
Ztarkae famous foods - Lculrrlllo. leatacky
i.na.45 i.tre.w
21-19 Purchase aad laatallatlon of 12,580 Ik. hydra tenation oe&verter with aceaeeory eculpaeat
31*920.90
Kr. iltnadir 8. Oue^i, Tie* hr*iUi, adviead the ilrottfi that he
bad keen informed that the price of tMMttta aae te ka iaereaeod la tha aaar
future and reeowe&ded that order* k* placed far tavaotera thick tka Ge^paay de
sired to jmrcheee. so as to avoid tka laeraaaa la price. the aattor m eem-
alderod and upon Motion duly aade, seconded and unMlaously earrlad it vat de-
eidod that the Company should place order* for tomaotors am a kaait which would
permit the cancellation of ouch orders if the Co^aay to desired.
GLD022976
Mr. V. Botseld brought up the question ef whether or act ths On q mj t
should continue to use the formula ef 800 cottonseed ell and 200
#11,
la the manufacture of margarine, la vltv of the fact that the price of eottci-
oed oil vat favorable. The Matter vat considered and upon motion duly made,
seconded and unanimously carried It vat decided to centime the 80-20 formla
for the present.
Mr. V. Bettold presented the proposition of manufacturing margarine
under private label*, pointing cut that fill-in tallness might he secured la
this meaner. The preposition vat considered and upon motion uljr made, seconded
and unanimously carried it vas decided that the Company should not manufacture
margarine under private labels, in viev ef the fact that large consumer demand
has been built up for the Burkes brand ef margarine, a quality product, through
national advertising. Mr. V. Bettold stated that It ml{$t be petelble to ex
pand the sale of shortening If it vat manufactured under private labels for tbs
chain stores and other large buyers. Jhe matter vas discussed and It vas ga
dded that the Co^any should do everything possible to push the sals ef Burkes
shortening, and not package shortening under private labels for any additional .
customers, fbe sale of Burkes shortening vas generally considered and It vas
decided that Mr. 1. T. Pullla* and Mr. V. Bettold should report to the dlreotors
each month on the progress made in the sale of Buikos shortening.
Mr. P. I. Sprague outlined the vhole settleaoht of the patent infringe
ment suit which had been brought sgninst the Company by Cohering Corporation,
which includes the securing of a license to make Progesterone for tala la bulk
under the patents in suit on a royalty-free basis vhea the sales are made to the
licensees ef Sehering Corporation and on a 100 royalty loss a credit up to 2-1/20
on sales in bulk to other than licensors of Sehering Corporation, a license under
other Sehering patents on the basic ef a royalty ef 7-1/20 and the payment of
$25,000.00 in full settlement for all past infringement. The matter vas
GLD022977
considered by the directors tad upon Mttn duly aids, iNMdad tai laitiwrty carried the whole settlement with Cohering Corporation mi approved, subject to tha approval of the potont attorneys of the Company, sad that if any changes sro necessary la tha propoaod plan that tha Xsaomtlve Oowlttoo ho authorised to ap prove rach changes aad ooasaaaato the settlement.
the Chalraaa stated that the aeetlng vti open for ceomenta by the dlrectere relative to anything that they had heard or road which Is aew sad interesting sad alfht bars a bearing *n ths activities of the Company. Mr. V, Botsold reported that the legality of the Canadian lav prohibiting the aaaofhetaro of argarlee la Canada v m being tested oat and that a doololoa shmld be reached very shortly} that If ths Aaelsloa vss favorable the CMpaay ceroid oa-
la the sMUBcofaotare of aargarlae at Toronto very pre*>tly. Mr. Dwight P. Joyce, President. reported that tha coaatroctlea at tha
Xlrfiurst plant had been completed vndcr eeatract with the MlAdo Company at a considerable saving, which was Malts gratifying.
Mr. V. J. O'Brien, Ties President, aade a report relative to the progress in connection with ths reversion of soybeea ell.
There bslag no farther bnsleese to eeae before the meeting, ease was upon aotlon duly aade, seconded and unanimously carried, adjourned.
GID022978