Document NNebqqY27vJN1EVmNwE80y25Q

CERTIFICATE Of IHOOEfORATIOH Of AHAQOHDA LEAD PRODUCTS COMPANY, ---00O00--- fIBST* The name of this corporation is ANACONDA LEAD PRODUCTS COMPANY SECOND. Its principal offlos In the State of Delaware is located at Ho, 7 Vest Tenth Street, In the City of Wilmington, Oounty of Hew 0 as tie. The name and address of Its resident .agent la the OCBPCBATIOH TRUST COMPANY Of AMERICA, Ho. 7 Vest Tenth Street, Wilmington, Delaware The nature of the business, or objeote (posed to be tro&saeted, promoted or oarrled Ire by purchase, lease or otherwise, and to oim, ceil please, mortgage, oosrey, develop. Improve and operate mines; to own, acquire, eonstruot, enlarge. Improve, operate and carry on works for smelting, part- PHICOOOO**72 lag, refining er working any base or preoioua metals, or the products thereoff and factories for the man ufacture of metals and metal products and especially white lead, red lead and lead in any and all commercial and medicinal forms and qualities 9 and for the man ufacture of pyroligneous acid, acetate of lime and char coal by the process of destructive distillation, oarbon dioxide, magnesia and the produots thereof, together with factories or works for the purpose of refining or manufacturing linseed and caste vegetable, mineral or other oils and the produots thrift* *'. * of, and compositions, articles and apparatus from and in eonneotion therewith, and to manufacture the produots of said mines and said substances; and generally to carry on such manufacturing or other business as may be neoessary or convenient far the business and operations of the company, er any part thereof; to buy, sell, trade and deal in the produots of said mines, factories, works in their crude form, er in any state or tion or manufacture, as well as the propes, including base and precious metals, lead, white lead, red lead and oils of every kind and quality, and in any form er oenditica, and such ether substances, produots and materials as are commonly or PNYC00002273 conveniently used, manufactured, bought or sold in con nection with said business or businesses, or any part or parts thereof, or as are neoessary or convenient in and about or oonneoted direotly or indirectly with the transaction of the business of the said company* To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and dca^ with, goods, wares and merchandise and real and persiggir' property of every class and description* 'p*'-* To aoquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation* To aoqulre, hold, use, sell, assign, lease, in respect of, mortgage, or otherwise rs patent ef the united States or any r, patent rights, lleenses and privileges, invehtlon7Tlprovements and processes, copyrights, trade-marks and trade names, relating' to or useful in connection with any business of this corporation* PNYC0C002274 ft guarantes, purohasa, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stook of, or any bonds, securities or evidence of indebtedness created by any other corpora tion or corporations organised under the laws of this state or any other state, country, nation or government, and ribile the owner thereof to cxerolse all the rights, powers and privileges of ownership# To issue bonds, debentures or obligations sf* this corporation from time to time, for any of the ^ . objects or purposes of the corporation, and to secure the same by mortgage, pledge, deed of trust, or other wise. fo purchase, hold, sell and transfer the shares of its own oapital stooki provided it shall net use its funds or property for the purchase cf its own shares of oapital stoofc when such use would cause any impairment [and provided further that shares of its belonging to it ohall not bo voted indirootly* 90 have one or more offioee, to carry on all or any of ita operations and buslnsss and without rsa- PNYC000022 75 triction or lizalt aa to amount to purchase or otherwise aoquire, hold, own, mortgage, sell, oonvey, or otherwise dl8po8 of real and personal proparty of ovary olaao and description In any of tha States, Districts, Torritoriaa or Colonics of tha United States, and in any and all foralgn countries, subject to tha laws of suoh State, District, Territory, Colony or Country* In general, to oarry on any other business oonneotion with tha foregoing, whether manufacturing otherwise, and to have and exerolse all the powers ferred by the lawe of Delaware upon corporations formed under the aot hereinafter referred to, and to do any or all of tha things herainbafora sat forth to tha same ex tant as natural persons might or oould da* The feregoing clauses shall be construed both as objects and powers; and it is hereby expressly pro foregoing enumeration of specific powers Ld to limit or restrict in any manner the lorporation* POUBTH. The total authorised capital 8 toe* of this corporation is one million dollars ($1,000,000), divided into ten thousand (10,000) shares of the par pNtC00002276  alus of on* hundred dollars (1100) each* all of which shall he common etoolc. FITCH# The amount of capital stock with which this corporation will commence business is one thousand Dollars (fl#000)* SIXTH* The names and places of residence of the original subsorlbers to the capital stock and the .. number of shares snbsoribed for by eaoh are as follffw*.v. WiOT RHSIDBjyOl Telesphore L. Oroteaa Wilmington9 Del# P* B# Drew Wilmington# Del# H* 2# fiiox Wilmington# Del# six two two SHY2HTH* This corporation is te hare perpetual ezistenoe# 2ISHTH# The private property of the stockholders bjeot to the payment ef corporate debts rtever# In furtherance# and not in limitation of the powers eonferred by statute# the board of dlreotors is expressly authorised: PNYC00002277 fe make and alter the by-laws of this corporation, to fir the amount to be reserved as working oapital over and above its oapital stock paid in, to authorize and cause to be exeouted mortgages and liens upon the real and personal property of this corporation* Prom time to time to determine whether and to what extent t and at what times and plaoesf and under what conditions and regulations, the aooeunts and boils' of this corporation (other than the stook ledger). of them, shall be open to inspection of stookholdez and no stockholder shall have any right of inspeoti any aooount, book or doouaent of this corporation exoept as oonferred by statute, unless authorised by a resolution of the stockholders or direotorst If the by-laws so provide, to designate two or more of its number to constitute an mieeutlve oemmittee, shall far Ifcs time being, as provided lion or in by-laws of this corporation, iso any or all of the powers of the board the management of the business and affairs of this oorporatlon, and have power to authorise the seal of this oorporatlon to be affixed to all papers whloh may require it, pHYC000Q22JQ Pursuant to the affirmative vote of the holdera of at least a majority of the stock issued and out standing, having voting power, given at a stockholders* meeting duly oalled for that purpose, or when authorised by the written oonsent of at least a majority of the holders of the voting stoek issued and outstanding, the board of directors shall have power and authority at , any meeting to sell, lease or exohange all of the pro^erty and assets ef this corporation including its gooC^Jv-*will and its corporate ffanohlses, upon suoh terms an4^ conditions as its board of directors deem expedient for the best interests of the corporation. This corporation may in its by-laws confer pow ers upon its dlreotors in addition to the foregoing, and in addition to the powers and authorities expressly con ferred upon them by the statute. leekhelders and dlreotors shall have powse provide, to held their meetings, ir more offices within or without the State of 2>elaware, and to keep the books of this cor poration (subject to the provisions of the statutes) outside ef the State of Delaiarc at such plaoes as may be from time to time designated by the board of di- Pn *C0Q002279 rectors* TENTH* This corporation reserves the right to amendt alter9 ohangef or repeal any provision contained in this oertifioate of incorporation, in the manner now or hereafter prescribed by statute9 and all rights oon- ferred upon stockholders herein are granted subjeot to this reservation* : .. ; * *.v. . _ Wl9 THE UNDERSIGNED, being eaoh of the origin^ `a subscribers to the capital stock hereinbefore named , the purpose of forming a corporation to do business both within and without the State of Delaware9 and in pursuance of the general corporation Law of the State of Delawaref being Chapter 65 of the Bevlsed Oede of Delaware9 and the acts amendatory thereof and supplemental thereto 9 do make and file this certificate, hereby declaring and fasts herein stated are true, and ee to take the number of shares of set forth, and accordingly have hcre- and seals this 30th day of June, W5* In presence of Herbert I* Latter T* L* Croteau 1*3* f. B. Drew L.3. H* X* KMr L.3. PNYC00002280 ' ; I STATE Of MEMHUB ) S3. COUNTY OF NEW OASTLB ) ~ BE IT R3PCEMB1RBD that on this 30th day of Jane 1?19# personally oame before me Herbert Latterf a Notary Pablio for the State of Delaware, Telesphore L* Croteau, P* B* Drew and H* B* fines, parties to the fore going certificate of incorporation, known to me per-y;./t < aonally to be suoh, and seTerally acknowledged the 8<$t* oertlfloate to be the aot and deed of the signers speetlrely and that the faete therein stated are traS# V set forth* GITSB under my hand and seal of office the day and year aforesaid* Herbert 1. Latter Notary Pablle Latter bile b* 25,W*. Delaware _ _ Tears it*Mn i is it nnnniteitftffttiHttt unarm* PNTC00002281 STATB Of DELAWARE Office of Seoretary of state I# BV2HBTT C J0HH30I, Seoretary of State of the State of Delaware, do hereby oertlfy that the shore and foregoing ia a true and oorreot oopy of Certifies** of Incorporation ef the "AHACOIDA LEAD PRODUOfS OQMBIK^ aa reoelred and filed in thia effloe the flrat day v. July, A. D. 1*1*. at * o'olook A M. ^ II TMTIMDil fHBMQf, I hare here unto aet ay hand and official aeal at Derer, this flrat day of July, in the year of our Lord one thous and nine hundred and nineteen. Irerett 0* Johnson, Seoretary of State. ftaftnNtTNNtfNfinnttittiNNa * Seoretary'a Offioe * n 1*11 " 1855 Delaware 17*3 PNYC00002282 RooelTod for Reoord July 1st, A. J). 1919 F* G* Colo, Rooordor. -S-T--A-T--E---O-F---D-E-L--A-W--A--R-E- :? NEW CASTLE COUNTY : Booordo4 in tho Rooordor*0 Off&gjtat Wilmington, in Oortlfloato of InoorH&kl&om Booord ,Yol* Pago tfco first day of July, A* J>* 1919* Wltaoss my Land and offioial soal* F* G. Oolo, Booordor* ftnniiittrititittfiittMtfnftttttttnva*** " Booordora " Bow Caatlo Oo* Dol* * " Moroy - Juatioo. " nn tinnrtfHii PN*C000Q22a3 AHAO OHM LEAD PRODUCT8 COMPANY ---00O00-- BY-LAWS ---OOOOO-- iraiQM i. OFFICES* Seo. X* Aw prinoipal offloe shall be in^tho City of Wilmington, Comity of Hsw Oastle, stats ^%-w * m aware, and the nans of the agsnt in oharge thereof *|bi - bs ths CORPORATION TRUST COMPANY Of AMERICA* V- ' .* * Seo. 2* Ths corporation shall also bars an offios in ths City of Hsw York, I* Y# and may hare offices at suoh othsr place or plaoes as may, from time to time, bs found desirable* . ARTICLE II. SEAL. 1. Ths oorporats seal shall hare inserted PNTC0000228it thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". ARTICLE III . STOCKHOLDERS* MEETINGS. Seo* 1* All meetings of the stockholders shall he held at the offloe of the corporation in the City ef New York, H* Y* Sec* Z The annual meeting of the stoekfcflteye* after the year 1919, shall he held on the second fuesjiay of llsy in each year, if not a legal holiday, and if a legal holiday, then on the day following, at eleven o'clock, A* U., for the eleotlon of dlreotors and lnspeotors of eleotlon, and the transaotlon of such ether business as may ooae before the meeting* See* 2* The holders ef a majority of the stock atstandlng, present in person, or represented all be requisite and shall constitute a quorletlnge ef the stockholders for the transao tlon of business ezoept as otherwise provided by law, by the certificate of inoorporation or by these by-laws. If, however, sueh majority shall not be present or repreBente PNYC00002285 at may meeting of the stockholders t the stockholders present. In person or by proxy, shall hare the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the req uisite amount of stock shall be present* At such adjourned meeting, at which the requisite amount of stock shall be represented, any business may be transacted which might hare been transacted at the meeting as originally notified# :.r, : / Sec* 4* At each meeting cf the stockholders, every stockholder shall be entitled to rote, in perse* f or by proxy, and shall hare one rote for eaoh share of* stook registered In his name, at the time of the closing of the transfer books for said meeting* 50 share of stock shall be voted on at any election ^iloh has been trans ferred on the bocks of the corporation within twenty days next preceding such election* The vote for directors, and upon the demand of any stockholder the vote upon any lore the meeting shall be by ballot* All eleofbe held, mod all questions decided by a le* Sec* 5* Written notioe of the annual meeting shall be mailed to each stockholder, at such address as PNTCC0002286 appears on the stock book of the corporation, at least ten and not more than twenty days prior to the meet ing* Sec. j>. Speoial meetings of the stockholders for any purpose other than such as may be regulated by statute, may be oalled by the president, and shall be oalled by the president or secretary, at the requeaj in writing by stockholders owning a majority in amountjjf ' the entire oapltal stock of the corporation laroei^Mw! outstanding* such request shall state the purpoaaVfs&r ^ purposes of the proposed meeting* Seo* 7* Written notioe of a speoial meeting of stockholders, stating the time and plaoe and objeot thereof, shall be mailed, postage prepaid, at least three and not more than twenty days before suoh meeting, to each stockholder, at suoh address as appears on the bookB atlon* AgPIOLf IT* PMEOfCM* Seo* 1* The property and business of the cor poration shall be managed by its board of directors, fire pNtC0000227 in number, none of whom need be stockholders. They shall be elected by the stockholders, at the annual meeting of stookholdere of the corporation; and each director shall be eleoted to serve for the term of one year and until his successor shall be eleoted and shall qualify. Sec, f. The directors may hold meetings and hare one or more offloes, and keep the books |f the corporation, ezoept the original or duplicate si ledger, outside of Delaware, at the office of atlon in the City of Hew York, I. Y*, or at suoh'j places as they may from time to time determine* Sec* 2* directors shall determine, from time to time, whether, and. If allowed, when and under what conditions and regulations the aooounts and books of the corporation (ezoept sueh as may by statute be specifically open to Inspection) or any of them, shall |the Inspection of the stockholders; and the |t rights In this respect are and shall be and limited accordingly* 800 4* In addition te the powers and author* ities by these bylaws expressly conferred upon them, the PNYC00002288 board may exercise all suoh powers of the corporation and do all such lawful acts and things as are not by statute or by the oertifioate of inoorporation or by these by-laws directed or required to be exercised or done by the a tookholderd Seo* 3* When any raoanoy oooure among the directors , the remaining members of the board may eleot a direotor or direotors to fill sueh raoanoy* . Seo* 6* is soon as practicable after the meeting of stockholders, there shall be a meeting odTtSfii^ board of direotors, to eleot offioers for the ensuing year* Seo* 2* Regular meetings of the board may be held without notioe at suoh time and plaoe as shall from time to time be determined by the board* . See* 8* Special meetings of the board may be me by the president, en reasonable notioe or, either personally or by mail or by iial meetings shall be oalled by the pres ident or seoretary in like manner and on like notioe on the written request of two directors* 1 ARTICLE Y. QPFICER3 * Sec* 1* The officers of the corporation shall be a president, rice-president, eeoretary and treasurer. Any two of the aforesaid offices, except those of pres ident and rioe-president,may he filled by the sane person* Seo* 2. The hoard of directors, at its f&st . meeting after eaoh annual meeting of stookholders, i^Llr^ eleot hy ballot a president and rioe-president from' ' their own number; and the board shall also annually ehoose a seoretary and a treasurer, who need not be mem bers of the board* See* 2* The board may appoint suoh other offioers and agents as it shall deem necessary, who shall hare suoh authority and shall perform suoh duties as from time prescribed by the beard. dlreotors* !4* The salaries of all offioers and agents on shall be fixed by the board of PNYC00002290 See# The officers of the corporation shall hold offioa for ona year and until their successors are chosen and qualified* Any offioer eleotad or appoint ed hy the hoard of diraotora may ha removed at any time hy the affirmative vote of a majority of the whole hoard of diraotora. Sao, 6* The president shall preside at all the meetings of the stockholders and the hoard of direotgT ora* sign all stool oertifioates and shall* in geneq|i3|| % . have the powers and perform the duties usually pert^jf lA ing to the president of a corporation. Seo. 7* The Ties-president shall* in the ahsenoe of or disability of the president* perform the duties and exeroise the powers of the president and shall perform suoh other duties as shall* from time te time* he imposed upon him hy the hoard. 8* The secretary shall leap the minutes of the atoofcholders* hoard of direotors direction of the president or hoard of direotors* perform all duties usually pertaining to the offloe of seoretary* PNYC00002291 See* 2* treasurer shall hare the custody of the corporate funds, securities and things In action and shall keep full and aoourate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the board of directors* He shall disburse the funds of the oorMisl*' tlon as may be ordered by the board 9 taking proper Touchers for such disbursements, and shall render ttfc%pi^ president and directors, at the regular meetings of the board, or whenever they may require it, an acoount of all his transactions as treasurer and of the financial condition of the corporation* He shall sign oertifioates of stock and keep the stock ledger and stoek oertlfioate book* I* 10* if the office of any direetor or of vice-president, secretary or treasurer aer or agent, one or more, beoomes raoant *death, resignation, retirement, die* qualification, removal from office * or otherwise, the directors then in office, although less than a quorum. PNYC00002292 by a majority rote, may choose a sucoessor or successors who shall hold offioe for the unexpired term In reepeot of which such vaoancy ooourred. 3eo. 11* In case of the absence of any officer of the corporation, or for any other reason that the board may deem sufficient, the board may delegate the powers or duties of such offloer to any other officer* or to any director, for the time being, provided a ity of the entire board concur therein* ARTICLE 71* STOP! CERTI>10ATM AHB TRAJSTEE3 Of STOP*. Seo* 1* The certificates of stock of Ihe cor poration shall be numbered and shall be entered in the books of the corporation as they ere issued* They shall exhibit the holder fs name and the number of shares and shall be signed by the president and countersigned by id shall bear the corporate seal* Transfers of stook shall be made on corporation only by the person named in the certificate, or by attorney, lawfully eonstltuted in writing, and upon surrender of such eertifloate* P,C000022'* 8eo The board of directors may olose the transfer books in their discretion for a period not exceeding thirty days preceding any met ting t or special, of the stockholdersf or the day appointed for the payment of a dividend. Sec# 4* Any person olalmlng a certificate of stock to be lost or destroyed shell sake en affidavit er affirmation of that fact end advertise the ease in snoh manner as the board of directors may require, an shall give the oerporation a bond ef indemnity, in fo*By* and with one or mere sureties satisfactory to the boar## in at least double the par value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lest er destroyed, but always subjeot to the approval ef the beard of directors. ABTI0L1 Til. 0IOB8 Whenever, under the provisions of these by-laws, notlos is required to be given te any direotor, officer or stockholder, it ehall not be construed to mean PNVC00002294 personal notice, but such notice may be given In writ ing* by depositing the same in a post-offioa or letter box, in a postpaid sealed envelope, addressed to suoh stockholder, offloor or director, at suoh address as appears on the books of Ifee corporation, or, in default of other address to suoh director t ofHoar or stookholder at the general Tost Offioe in the City of Wil mington, Delaware; sad suoh notice shall be deemed to. be given at the time when the same shall be thus maHwtfr ; * '1 seo. 2* Any stockholder, director, or offleet may valve any notice required to be given under these by-laws. ARTIOLl Till AMUBOBM See* 1* these by-laws may be altered or amended ef the stockholders or of the directors. PNYC00002295 *i --00O00---- AMACONDA LEAD PRODUCTS COMPANY ---00O00- -- 00O00--- CORPORATE RECORDS --o o Oo p--- a V 3;. 00O00--- REGISTERED WITH .TION flflinST COMPAMY OP AMERICA TrrgiwsTS^. mb mimt ---00O00--- PNrC00002296 ANACONDA LSAD PRODUCTS COMPANY MINUTES OF MEETING OF INCORPORATORS July 1st, 1919* A meeting of the Incorporators and Subscribers to the stock of ANACONDA LEAD PRODUCTS COMPANY, was held on July 1st, 1919* at IP. M., at No. 7 West Tenth Street, Wilmington* Delaware, pursuant to a written : waiver of notice. PRESENT Messrs. Telesphore L. Croteau P. B. Drew H. 3. Knox being all the Incorporators* T. L. Croteau was chosen Chairman of the Meeting and thereupon took the chair* P. B. Drew was appointed Secretary of the Meeting. as follows; crotary presented the jraiYer of notice of by all the Incorporators. Such waiver is PHXCOOOO*^ ANAC ONI* LBAD PRODUCTS COMPANY WAIVER OF NOTICE OF MEETING. OF INCORPORATORS WE. THE UNDERSIGNED, being all the Incorporators and Subscribers named in the certificate of incorporation of ANACONDA LEAD PRODUCTS COMPANY. do hereby waive notice of the Time place and purposes of holding the first meeting of said Corporation, and we hereby consent that the same be held at No. 7 West Tenth Street, Wilmington* Delaware, on July 1st, 1919, at 1 o'clock, P. M. . Telesphore L. Crot P:: B. Drew H. 3. Knox Wilmington, Del., July 1st, 1919. PNYC000G2298 ' The chairman reported that the certificate of incorporation of this corporation was filed and recorded in the office of the Secretary of State of Delaware, on the 1st day of July, 1919, and that a certified copy thereof was recorded on the 1st day of July, 1919, in the office of the Recorder of Deeds of New Castle County, Delaware; and the secretary was instructed to cause a copy of such certificate of incorporation to be inserted in the minute book. . The secretary presented a fora of by-laws the regulation of the affairs of the corporation, whS^^^ were read, section by section. Upon motion, duly seconded, it was unanimously RBSOLVTO, that the by-laws sub mitted at and read to this meeting be, and the same hexeby are, adopted as and for the by-laws of this corporation, t the secretary be, and he here , Instructed to cause the same to serted in the minute book immedi ately following copy of tie certificate of incorporation. Pn ic o o o o 2299 Th^ohairraan stated that the next business be fore the meeting was the election of a board of directors. S. E. Dill and A. 2d. Bowe were appointed in spectors of election and were duly sworn to the faith ful performance of their duties. Messrs. C. F. Kelley, Elmer A. Sperry, Edward G. Sperry, B. B. Thayer and William Wraith, were then nominated for directors of the corporation, to hold office until their respective successors are elected and qualified. No other no-iLj minatione having been made, the polls were duly openf^^ and all the stockholders having voted by ballot, chairman declared the polls closed. Thereupon the spectors canvassed the vote cast and made and presented their certificate, showing that the gentlemen named had been unanimously elected directors of the corporation. The chairman thereupon declared Messrs. C. ?. Kelley, Elmer A. Sperry, Edward G. Sperry, B. B. Thayer and William Wraith, duly elected directors of the cor(rve until their respective successors qualified. The oath and certificate rs of election were ordered filed with Fthls meeting. PNYC00002300 ANACONDA LBAD PRODUCTS COMPANY coOoo INSPECTORS OATH oo0oo' STATE OF DELAWARE. | 2t COUNTY OF lOW CASTLE. S. 2. DUX and A, M. Bows being svorn upon* their reepactivo oaths do severally promts# and svear that they will faithfully, honestly and impartially perform the duties of inspeotors of election, at the election of directors of ANACONDA L2AD PRODUCTS COMPANY, to be held this day, and will to the be si of theIr skill and ability conduot said election, and a true report make of the same. >wom to .st 9. Latter >tary Public Notarial i^eal S. 2. Dill A. M. Bows PNYC00002301 ANACONDA LEAD PRODUCTS COMPANY ---00O00--- INSPECTORS* CERTIFICATE. ---00O00--- THE SUBSCRIBERS. INSPECTORS OF ELECTION, ap pointed to act at the meeting of the incorporators and subscribere to the stock of ANACONDA LEAD PRODUCTS COM PANY, held this 1st day of July, 1919, do report tKaC7\ having taken an oath impartially to conduct the elec^^r tion for directors, we did receive the votes of the incorporators and subscribers by ballot. We report that 10 votes were cast for the tion of directors and that the following persons re the number of votes set opposite their respective names* to wit: FOR DIRECTORS. C. F. Kelley Elmer A. Sperry Edvard G. Sperry B. 3. Thayer NUMBER OF VOTES 10 10 10 10 10 Respectfully submitted, S. B. Dill A. M. Bo we Inspectors. PNYC00002302 Upon motion, duly seconded, it was unanimously RESOLVED that the hoard of lirec- tors he and they hereby are authorized, in their discretion, to issue the cap ital stock of this corporation to the full amount or number of shares author ized by the certificate of incorporation, in such amounts and for such considerations as from time to time shall be determined - by the board and as may be permitted by law* V Upon motion, duly seconded, the meeting there upon adjourned. P. B. Drew, Secretary of the meeting* PKYC00002303 AIIACQIIDA LEAD PRODUCTS COUPAiTY ---- 00O00--- TRANSFER OF SUB SQH IP? IOil ---ooOee--- gif OP ALL m BY THESE BP3SSIITS . That I,Telesphore L. Croteau, in consideration of one dollar, lawful money of the United States, and other good and valuable cojie*'-' sideration, to me paid before the ensealing and delivery* of these presents, the receipt whereof is hereby actaip^ri-. edged, have sold, assigned, transferred and set overjjsj*- i9 and by these presents do sell, assign, transfer and **& over unto Anaconda Copper Mining,Company, six shares * capital stock of AUACQlflU LEAD PRODUCTS COKBAflY, a corporation organized under the laws of the state of Delaware, sub scribed for by me as on incorporator of said corporation, and I do hereby request and direct the said corporation to issue the certificate for said six shares to 3nd in name or to such other person as may name* IN <71 TUBSS WEBRBQT. I have hereunto set my hand and seal tKis 1 si lay of "July, 1919. Sealed and delivered in the presence of: Telesphore L. Croteau (SEAL) PNYC00002304 a n a c o n d a l e a d p r o d u c t s c o mp an y ---00O00--- T3ANSP33 OF SUBSCRIPTION. --00O00 -- ENOV7 ALL LIEN BY THESE PRESENTS, That I, P. 3. Drew, in consioeraTIon of one dollar, lawful money of the United States, and other good and valuable con sideration, to me paid before the ensealing and delivery . of these presents, the receipt whereof is hereby &ck&mL~ edged, have sold, assigned, transferred and set over and by these presents do sell, assign, transfer and over unto Anaconda Conner Mining Company two shares capital stock of ANACONDA LEAD HtQDPCTS C03LNY, a oattfrf%U organized under the laws of tke etite of Delaware, sy *' scribed for by me as an incorporator of said corporafrenr, and I do hereby requeat and direct the said corporation to issue the certificate for said two shares to and in name or to such other person as may name. Ill rtITUESS TfHEREOP. I have hereunto set my hand and seal TEis 1st day of July, 1919. Sealed and delivered in the presence of: P. B. Drew (SEAL) pNtC00002305 AHACQliDA LhAD E30PUCTS C^I.:p a :t v ---- 00O00---- TRAIT SEEK OF SU3SCHIPTIOK. --00O00--- KNOW ALL m 3T THESE PRESETS. That It H. E. Knox, in consideration of one dollar, lawful money of the United States, and other good and valuable con-, sideration, to me paid before the ensealing and delivery of these presents, the receipt thereof is hereby acfcno^fc*} edged, hove sold, assigned, transferred and set over;*;V*x/ and by these presents do sell, assign, transfer and ' over unto Anaconda Copper Uining Company, tv shared capital stock of AIUCOIIDA LEAD PRODUCTS CO^IPAtiY, a rtdon organized under the laws of the state of Delaware, scribed for by me as an incorporator of said oorpor: . and I do hereby request and direct the said corporation to issue the certificate for said two shares to and in name or to such other person as may name. Ii: WITHES S YJHERBOF, I have hereunto set my hand and seal ^Eis Tst lay o July, 1919. Sealed and delivered in the presence of: ew. H. E. Knox (SEAL) PN*C00002306 ANACONDA LEAD PRODUCTS COMPANY MINUTES OP THE FlhST MEETING OP THE BOARD OP DIRECTORS The first meeting of the Board of Directors of the Anaconda Lead Product a Company was held, pursuant to waiver, at No. 42 Broadway, Borough of Manhattan, City, County and State of New York, on the 3rd day of July, 1919, at 19s30 o'clock, A. M. PRESENT : Messrs. Elmer A. Sperry; Edward G. Sperry; B. B. Thayer; William Wraith, being a majority of the Directors. Mr. Wraith was chosen temporary Chairman, and ~r. Hennessy was chosen temporary Secretary of the meeting. The Secretary presented the following waiver of eeting, signed by all the Directors: ANACONDA LEAD PRODUCTS COMPANY Waiver of Notice First Meeting of Board of Directors. "WE, the undersigned, being all the Directors of ANACONDA LEAD PRODUCTS COMPANY, do hereby waive notice of the time, place and purposes of the First Meeting of the Board of Directors of the Corporation, and consent that the said meeting be held on July 3, 1919, at 10:30 o'clock, A.M., at No. 42 Broadway, Borough of Manhattan, p h y c o o o o *^7 2 City, County and State of Sew York. New Toxic, July 3, 1919, C. F. Kelley B. B. Thayer Wm. Wraith Elmer A. Sperry Edward G. Sperry*" The minutes of the firet meeting of the Corporation, held on July 1, 1919, were then read. On motion, it was unanimously RESOLVED, that the By-Laws which were ado; the first meeting of the Corporation be in all respi ratified, approved and adopted. On motion, Ur. William Wraith was unanimously elected President of the Corpoation; and he thereupon took the Chair. On motion, Ur. Elmer A. Sperry was unanimously elected Vice-President of the Corporation. On motion, Ur. D. B. Hennessy was unanimously elected Secretary of the Corporation; and he thereupon ing oath of office and entered upon the dla ities: pNVC00002308 3 ANACONDA LEAD PRODOCTS COMPANY SECRETARY'S OATH State of New York, County of ew York. I, David B. Henneeey, do solemnly swear that I will faithfully perform the duties of Secretary of the Anaconda Lead Products Company, a corporation of the State of Delaware, according to the beet of my ability. Sworn to before me this 3rd day of July, 1919. David B. HennessyH Notarial seal. M. E. Eryant Notary Public (No. 277) in and for the County of New York. My Commission expires March 30, 1921. > *_ fm & On motion, Mr. D. B. Hennesey was unanimously " elected Treasurer of the Corporation. On motion, it was RESOLVED, that the Treasurer of the Corporation be bonded for the faithful performance of his duties in the sum of Five thousand dollars ($5,000) in the American Surety Company. A proposed seal of the Corporation was then pre motion, it was unanimously LVED, that the seal now presented be and it here to the seal of this Corporation, and that an impression thereof be made on the minutes upon or opposite this Resolution. PHrco,0^309 4 following proposed form of stock certificate was then presented: p(rtC00002^0 5 Olt motion, it was unanimously BS80LVEDt that the fom of stock certificate now presented be approved and adopted. On motion, it was unanimously RESOLVED, that Mechanics k Metals National Bank New York, be designated as the depositary of the funds of the Corporation, and that the Treasurer be authorized to open an account with the said Bank, and that the Treasurer of the Cozporation be authorized to sign any and all shocks against any funds at any time standing to the creditfitlf-the Corporation with the said Bank, and tha authorized to honor any and all checks Treasurer of this Corporation. The following letter from the Anaconda Copper Mining Company was then read: "Anaconda Copper Mining Company 42 Broadway, New York, July 3rd, 1919 To the Board of Directors of the Anaconda Lead Products Company: SHMHfl^^Khis Company on June 18, 1919, entered into Elmer A. Sperry, of Brooklyn, N.Y., gH^^^^^Ksit ion of patent rights in certain invenSHHB^^^Bations for which patents had been filed in gHHHH|HHf|ates Patent Office, as follows: 1. "Method of Producing Lead Salts*, Ralph M. Harrington, Inventor, Serial No. 193,415, filed in the United States Patent Office, Washington, D. C. September 27, 1917, and assigned to PNYC000023U 6 Elmer A* Sperry by assignment on record in said Patent Office. 2. Osmotic Diaphragms*, Elmer A. Sperry, inventor, Serial No. 268,319, filed in the United States Patent Office, Washington, D. C., December 26, 1918. 3. "Method and Apparatus for Separating Foreign sub stances from Lead Masses", Elmer A. Sperry inventor, 8erial No. 275,634, filed in the United States Patent Office, Washington, D. C., February 7, 1919. A copy of the Agreement is submitted to you herewith. Your Company was formed as the Operating Company mentioned in that Agreement; and, in accordance with its terns, we hereby offer to cause to be assigned and transferred to you the full and exclusive right to the said inventions ah patent rights, as fully set forth and described in tfee^'jv, ' above identified applications for Letters Patent, ss$^ie~t:^ to the reservations and conditions expressed in the ^ . Agreement, in consideration of your issuing to this . $100,000., par value, of the full paid up capital stdpli;^^; ,, your Company, and of your agreeing to pay to this C the sum of $50,000., with interest at 6% per annum from this date, payable in the instalments and upon the terms specified in Article III, Section 3, of the said Agreement, and to comply with all the other terms and conditions to be performed by the Operating Company under the said Agree ment. If you will accept this offer, this Company will also subscribe and pay for in cash, at par, when and as requested by you, $500,000. , par value of the stock of your Company, and will agree with you tocomply with all the tense and conditions hereafter to be performed by this Company under the said Agreement. ANACONDA COPPLK MINING COMPANY By A. H. MSLIN, Its Secretary and Treasurer." After full discussion, it was unanimously MSOLVBD: , I. That the offer contained in the foregoing letter be in all respects approved and accepted. II. That in the opinion of this Board, the inventions and patent rights described in the said letter are reasonably worth the sum of One hundred fifty thousand dollars ($150,000) and are necessary for the business of this Corporation* III. That, upon the transfer and assignment to tifcfaT Corporation of the said Inventions and patent rights*,* proper officers of this Corporation be authorized to the Anaconda Copper Mining Company One hundred tldfeband Dollars ($100,000), par value, of the full paid capital stock of this Corporation and to agree in writing to pay the sum of Fifty thousand Dollars ($50,000) in the instalments and on the terms provided in the Agreement referred to in the said letter and to comply with all the other terms thereof. The Secretary presented assignments from Messrs. B* Drew and H. Knox of their respective sub shares of stock of this Corporation, des floats of Incorporation, to the Anaconda Copper Mining Company; and, upon motidn, it was unanimously R2S0LVZD, that the assignments and transfers of the subscriptions of Messrs. T. L. Croteau, P. B. Drew and PNYC00002313 8 H. E. Knox to the Anaconda Copper Mining Company be accepted and that ten-(10) shares of the one thousand shares to be issued to the Anaconda Copper Mining Company for the patent rights described in the preceding resolution be issued in full satisfaction of the said subscriptions and the transfer of the said rights be accepted in full payment thereof. On motion, it was unanimously RESOLVED, that the proper officers of this Cor- pozation be authorized to issue, from time to time, the, whole or any part of Five hundred thousand dollars (jMC.MOh '* aggregate par value, of the remaining capital stock thlf Corporation, for cash, at par, to the Anaconda C oppe**Mining Company, at such times and in such amounts as the President of this Corporation, in his discretion, may deem advisable. On motion, it me unanimously RESOLVED, that the principal office of this Corporation in the State of Delaware shall be located at No. 7 West 10th Street, in the City of Wilmington, County w-- and that the Corporation Trust Company of linted its resident agent in charge thereof, tion, it was unanimously ,V2D that this Corporation establish an office at No. 42 Broadway, in the Borough of Manhattan, City, County and State of #ew York, and that the President of this Corporation be authorized to make such arrangements PNYC00002314 9 and enter into such leases and agreements as he may see fit for establishing such an office* On motion, it was unanimously RESQLVED, that the proper officers of this Corporation be authorized and directed, on behalf of the Corporation and under its corporate seal, or otherwise, to make and file any and all certificates, statements or desig nations required by law to be filed in any State or country, in which the officers of the Corporation shall deem necessary or expedient to file the same, in order toj authorize the Corporation to transact business in suejS^^i State or country* On motion, it was unanimously RESOLVED, that the President be authorized to expend an amount not exceeding Two hundred thousand dollars ($200,000), in constructing and equipping a plant and facilities for commencing the manufacture of white lead by this Corporation at Bast Chicago, Indiana* tion, the meeting adjourned* Secretary PNTC000023I5