Document O1arKyqXymd8QMkkdegYNDXnj

Minutes of ANNUAL MEETING of the Board of Directors of NATIONAL LEAD COMPANY held at No. Ill Broadway, New York oo Thursday', April 20, 1967, at 4 o'clock PRESENT: A. F. Bauer J. A. Martino G. B. Coale C. M. Merrell J. B. Henrich D. A. Merson J. M. Johnston T. F. Owens J. MacGuffie E. R. Rowley W. J. Welch ABSENT: A. H. Drewes On motion duly made and seconded, Mr. William J. Welch was chosen temporary Chairman of the meeting, and Mr. J. B. Henrich acted as Secretary. The temporary Chairman reported that at the Annual Meeting of Stockholders just concluded, Messrs. Alfred H. Drewes, John B. Henrich, Claude M. Merrell and Edward R. Rowley had been elected Directors for the term of three years and until their respective successors shall be elected and qualified. Pursuant to nominations duly made and to vote duly taken by ballot, the following individuals were elected or ap pointed to the offices set opposite their respective names for the ensuing year and until their respective successors shall be elected or appointed and qualified: Joseph A. Martino Alfred H. Drewes Alfred F. Bauer George B. Coale J. Murray Johnston James MacGuffie Claude M. Merrell Warren T. Trask - Chairman of the Board - President - Vice President - Vice President - Vice President - Vice President - Vice President - Vice President 0000-NLI-000022072 N I39n DH-1038 (BOARD OF DIRECTORS - APRIL 20, 1967) Mr. Welch thereupon vacated the chair in favor of Mr. Martino. It was duly and unanimously voted that Messrs. Joseph A. Martino, Alfred H. Drewes, John B. Henrich, J. Murrij Johnston, James MacGuffie, Claude M. Merrell, Thomas F. Owens^-l and Edward R. Rowley, be elected to constitute the Executive Committee of the Board of Directors for the ensuing year and until their respective successors shall be elected and qualifij Pursuant to nominations duly made, the following in dividuals, by vote duly taken, were appointed to the office or offices set opposite their respective names for the ensuing yecl and until their respective successors shall be appointed and qualified: John B. Henrich Thomas F. Owens George A. Dewey John J. Lawlor Gerald A. Loretz Thomas P. Mesick Malte Ericson Archer D. Sargent G. Warren Waite - Secretary and Assistant Treasurer - Treasurer - Comptroller - Assistant Secretary - Assistant Secretary - Assistant Secretary - Assistant Comptroller - Assistant Treasurer and Assistant Comptroller - Assistant Comptroller Upon motion duly made and seconded, the following resolution was unanimously adopted: 0000-NLI-000022073 1 ii / / (BOARD OF DIRECTORS - APRIL 20, 1967) RESOLVED, That Messrs. J. A. Martino, Alfred K. Drewes, and Thomas F. Owens, be and they hereby are appointed to constitute the Salary Committee with authority to fix compensation of all employees of the Company whose salary exceeds $7,500.00 per annum. A summary of the minutes of the last preceding meet- ing held March 28, 1967, was presented and upon motion, the reading of the minutes of the said meeting was waived and the minutes were unanimously approved. Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the actions of the Executive Committee as set forth in the minutes of its meet ings held March 29, April 5, and April 12, 1967, submitted at this meeting and involving expenditures and appropriations of $664,351.00, be and they hereby are approved, ratified and confirmed. Upon motion duly made, seconded and unanimously car ried it was RESOLVED, That, in the event this Corporation's wholly owned subsidiary, National Lead Overseas Capital Corporation, enters into an agreement with Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany, as representative of a syndicate of banks, to issue and deliver to said Deutsche Bank Aktiengesellschaft Bonds of such wholly owned subsidiary, in the aggregate principal amount of 60 Million Deutsche Marks, the proper of ficers of this Corporation be, and the same hereby are, authorized and directed to execute and deliver to said Deutsche Bank Aktiengesellschaft a guaranty in the form annexed hereto with such changes therein DH-1040 (BOARD OF DIRECTORS - APRIL 20, 1967) as such officers of this Corporation, with the ad vice of counsel for this Corporation, may deem necessary or appropriate. Upon motion duly made, seconded and unanimously cat' A # * * '* ' ried, it was RESOLVED, That Claude M. Merrell, Vice President, be and he hereby is authorized and directed for and on u behalf of National Lead Company to take all steps K necessary to effect the transfer from National Lead f Company to National Lead Overseas Capital Corporation V of 13,000,000 DM nominative shares in Titangesellschaft ff Mit Beschraenkter Haftung located at Leverkusen, West It*. Germany, and in connection with the foregoing to exe cute in the name of National Lead Company an appropri- ate Power of Attorney and any and all other documents that may be necessary or desirable. '! Upon motion, the meeting then adjourned. Secretary 0000-NLI-000022075