Document R2dbbLvGxdN9a0vLXv5qDVG8k

Minutes of the regular monthly meeting of the Board of Directors of The 01 idder. Conpany, held at .the office of the Company, 1396 Union Commerce Build- lag, Cleveland, Ohio, on Friday, July 16, 1948, at 9:30 o'clock A.K. The following director* were present: Adrian D. Joyce B. B. Horsburgh Dwight P. Joyce V. J. O'Brien P. Z. Sprague J. A. Peters A. D. Duncan J. P. Ruth H. Betiold L. T. Pulliam Clifton K. Kolb Hr, Adrian D. Joyce, Chairman of the Board of Dlreotore, presided and Clifton H. Kolb, Secretary, recorded the minutes. The minutes of the previous meeting were considered and upon motion duly made, seconded and unanimously carried, the reading of such vlnates was dis pensed with, and they were approved. The Chairman stated that the dividends on the Convertible Preferred and Common Stock of the Company, payable October 1, 1948, should be given consider ation. The natter v&s discussed and upon motion duly made, seconded and unani mously carried, the following reeolutione were adopted: RSS017ED, that a dividend of Fifty-Six and One-<fcuartsr Cents ($.5&) per share be and the sane is hereby declared out of surplus on the Convertible Pre ferred Stock of the Company, for the period commencing July 1, 1948, and ending September 30, 1948, payable October 1, 1948. to holders of record of such stock at the close of business September 3, 1948; and PiSOLVZD, that the officers of the Company be and they are hereby authorised to do everything necessary to carry out the terme of this resolution. RISCLYXD, that the regular quarterly dividend of Thirty-Five Cents ($35) per chare be and the same ir hereby declared out of surplus on the Common Stock of the Company for the period commencing July 1, 1948, and ending September 30, 19i*8. payable October 1, 3948, to holders of record of such stock at the dose of tv.sirufc September 3, 1943; and .a a BESOLTH), that the offioert of the Co^aajr be and they *J*e hereby authorised to do everything necessary to carry oat the terns of thla resolution. The Secretary eubaitted a lift of the P,H.B.* approved during the period from June 19, 1948 to July 13, 1948 by the Vice Presidents la charge of the various Divisions, in accordance with prevloua arrangements, After due consideration, upon notion duly made, seconded and unanimously carried, the P.H.E.'e shown on the list as follove vsrs approved: p ivision Kaint. Hot over 15x000 Saergeney Coital Hot over $5,000 Hon-Jaergency Capital Hot over $1,000 Division Total Chemical and Pigpent Durkee famous Hoods Heed Mill Metals Befitting Vaval Stores Oil Hill - Buena Park Paint Soya Products $1,650.00 4,734.59 -0 -0- 198.40 25.00 3,565.23 4,218.00 TOTAL $ 14,391.22 -0- $1,420.00 -0-0-0-01,167.00 -0- $ 2,587.00 $ 277.50 2,687.71 610.34 -0- 1,067.50 3.075.00 9,719.27 ____ fiftjg $ 18,304.71 $ 1,927.50 8,842,30 610.34 -01,265.90 3.100.00 14,451.50 -Jifia5a I 35,282.93 Hr. Wight P. Joyce, Preeideat, requested that the list he sent to each Director a fev days prior to the regular meeting, eo that each Director would he familiar with the requisitions that bad hsen approved. Ihe Secretary presented a resolution for transferrl&g the stock which the CosrpKny ovns in the Indianapolis Board of Trade from the name of Cecil Karsh to Hr. Bernard H. Sloan, an employee of the Company at Indianapolis vho handles the transitions with the Indianapolis Board of Trade. Upon motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVE), that the stock owned by the Company la the Indianapolis Board of Trade nov standing in the name of Cecil Marsh, be placed la the name of Mr. Bernard H. SIcan and that the officers of the Company be and they are hereby authorised to do everythin necessary to carry out the transaction. The Secretary presented the following resolutions relative to lost rtorh certificates HE l?8l95 for 15 shares of Co&aon Stock and certificate HD B3960 for 100 shareb of the Common Stock of the Company vhich were, upon GL0022960 notion duly made, seconded and unanimously carried, adopted: VJEEUttB, the Company has received the Indemnity Bond of the Royal Indemnity Company, holding it harmless from all lose resulting from the loee of Common Stock certificate Vo. XX 178195 for 15 shares of the Common Stoek of the Company, registered and outstanding In the name of Carl Reich, which hat been lor-t, burned or destroyed, THERETCRX, BX IT BZSOLTXD, that The Rev York Trust Company, the Transfer Agent of this Company, and The Chase Rational Bank of the City of Rev York, the Registrar of this Company, he and they are hereby authorised to issue a new stock certificate in the naae of Carl Belch for 15 shares of ths Coaaon Stock of The (Hidden Company to replace certificate Vo. XX 178195 for 15 shares of the Common Stoek of said Company, issued in ths name of Carl Belch. VHZRXiS. the Company has receired the Indemnity Bond of the Hartford Accident and Indemnity Company, bolding it harmless froa all loss resulting froa the lose of Coanon Stock certificate KD 83960 for 100 shares of the Common Stock of The Olidden Company, registered and outstanding In ths nans of Broderick Leighton and Krs. Butb 0. Leighton as joint tenants with riit of survivorship and not as tenants in coaaon, which has been lost, burned or destroyed, THEREFORE, BS IT RISOLVED, that The Vew York Trust Company, the Transfer Agent of this Company, and The Chase Rations! Bank of the City of Vew York, the Registrar of this Company, be and they are hereby authorised to issue a new stock certificate in the name of Frederick Leighton and Mrs. Buth 0, Leighton as Joint tenants with right of survivorship and not as tenants la eoamoa for 100 shares of the Common Stock of The Olidden Company to replace certificate Vo. KD 83960 for 100 shares of the Common Stoek of said Company, Issued la ths name of Frederick Leighton and Krs. Buth 0. Leighton as Joint tenants with right of survivorship and not as tenants in coamon. The Secretary presented the following bank resolutions which were upon notion duly made, seconded and unanimously carried, adopted? RESOLVED, that the signature of Mr, V. B. Parshall be added to the regular ac count of the Vorvalk plant of our Purkoe Famous Foods Division maintained with the Huron County Banking Company at Vorvalk, Ohio, said change to betffectlve as of the date letter of notification is received by said bank (letter of noti fication dated June 26). After said change has been made in this account, it should appear on the records of ths bank as follows: Any Two: J. A. Peters, Treasurer Clifton M. Volb, Secretary V. Betsold L. F. Betsold F. V. leyeor D. C. Mathews C. 0. Birgholz V. B. Parshall kFrC'TTZT;, th:t the sifn'.ture of Mr. V. 3. PorehalJ. be added to the payroll accourt of Up Rorv:k plant of our Durkee Famous Foods Division maintained with GLD022961 -*ft the Huron County Banking Conpaay at lorvalk, Ohio, aai& change to be effective at of the data letter of notification la received By tald bank (latter of noti fication dated June 28). After eald chance hat Been aada In this account* It should appear on the records of the hank as follows: Any One: J, A. Peters, free purer Clifton N. lolh, Secretary V. Beteold 1. 7. Betsold 7, V. leysor X>. C. Mathews V. B. Parahall EES0L7XD, that the authorisation of Mr. H. I. Slaughter and Mr. 0. B. Csuan to sign on the working fund account of the St. Louie plant of She Olidden Ooapaay aintained with the Mercantile-Coaaerce Bank and fruat Company at 8t. Louis. Missouri, he cancelled and that the signatures of Mr. 7* B, Viokhaa and Mr. V. B. Eoelke ha authorised thereon* said changes to ha effective as of the date letter of notification is received hy eald hank (letter of notification dated June 30). After eald changes have been node la this account, it should appear on the records of the bank as follows: Any Two: J. A. Peters, Treasurer Clifton M. lolh. Secretary 7. B. Vickhaa Charles B. Bsrkaeyer . J. 8aodtteyor (Mies) B. B. Bliley V. B. Boelke RESOLVED, that the authorisation of Mr. H. L. Slaughter and Mr. 0. R. Qanen to sign on the payroll account of the St. Louis plant of The Olidden Company aaintained with the Kercantlle-Coanerce Bank and Trust Colony at St. Louie, Missouri, be cancelled end that the signatures of Mr. 7. B. Viekhaa and Mr. V. B. Boelke be authorised thereon, eald changes to he effective as of the date letter of notification le received hy said hank (letter of notification dated June 30). After said changes have been nade in this account, it should appear on the records of the hank as follows; Any One: J. A. Peters, Treasurer Clifton M. lolb, Secretary 7. 3. Vickhaa Charles B. Berkmeyer B. J, Sandaeyer V. B. Boelke RESOLVED, that the authorisation of Messrs, 1, Bettold end 7. V. leysor to sign on the regular account of the Xorvalk, Ohio plant of our purkee Taaous 7oodt rivision aalnt&lned with the Huron County Bailing Conpany of Borvalk. Ohio, he cancelled; eald cancellation to take effect as of the date letter of notifica- ticr. It received b;.' raid bank (letter of notification dated July 6). After Veen node, the occour.1 should appear on the records of the bar.v /*r fcllcvs: GLD022962 Any fwot J. A. Peters, Treasurer Clifton X. XolB, fecretwy L. P. SetuU 0. C. Mathews C. 0. Singhol* If. B. Parshall R2S0LTED, that the scatborluatlon of Xeesrs. t. Beteeld and J. V. Xeytor to sign on the payroll account of the lorwalk, Ohio plant of oar Itarkee Paaeo Poods Division maintained with the Huron County Banking Company of lorwalk, Cbio, Bo cancelled, said cancellation to take affect ae of the date latter of notifieation i received By said Bank (letter of notification dated July 6). After said changet hare Been node, the account should appear on the record* of the Bank at fellow*; Any One: J. A. Peters, Treasurer Clifton H. XolB, Secretary X,. 7. Betsold D C. Mathew* V. B, Parshall BXSOLTXD, that instructions Be issued to the Bank of America, Day and light Branch, $an Praneieco, California, to hereafter honor checks drawn against the Payroll Account of our San Praneieco paint plant Maintained with eaid Beak signed by any one of the authorised signers on eaid account Instead of two of eaid signers; eaid change to Be effective ae of date letter of notification le received By said Bank (letter of notification dated July 14). The account hculd hereafter appear on the recorde of said Bank as follows) Any One: J. A. Peters, Treasurer Clifton K. XolB, Secretary X. 1. Xhrke Charles B. Hartford H. f. Hall, Jr, The Chainmn stated that tone question had arisen about the lo cation of the Coapany* * Margarine and Mayonnaise and Salad Crossing plants on property owned By the Central of Georgia Hallway Company near the city of Macon, Georgia, because of fumes and odors froa the Macon Kraft Coapany; that t the aatter had Been inveatigated carefully By representatives of the Coapany through the Chamber of Conferee and a reputable attorney in Macon, Georgia, and that it was the conclusion of all parties concerned that such fuses and odors as are Being emitted By the Macon Kraft Coapany at the present time will not ir. any vmy interfere with the catnuf&cture of Margarine, Mayonnaise and salad drssring. The purchase of the property fro* the Central Of Georgia Hailwey Company for the purport* of constructing a Margarine and salad dressing plant 61.0022963 Aft and * refinery and a paint plant in the future was further discussed, and upon motion duly made, seconded and unanimously oarrled the following resolution vat adopted: EESOLVED, that the arrangenent made June 2, 191*8, between The Glldden Coapany and the Central of Georgia Bailway Coapany, Atlanta, Georgia, relative to the purchase of land adjacent to Macon, Georgia, for the purpose of erecting a margarine, mayonnaise and salad dressing plant, refinery and paint plant, at negotiated by Mr. B. B. Borsburgh, Tice Chairman, taA the exercising of the option under said contract on June l6, 1948. by Mr. R. B. Borsburgh, Tice Chair man, be and they are hereby approved,and SXSOLTZD, that the Chairman, the Tice Chairman, the President and the Secretary and Assistant Secretary be and they are hereby authorised to Ac all things necessary to carry out the purchase of the property in accordance with gfM agreement. The Chairman pointed out that because of the decision In the Cement Case and the trend toward f.o.b, factory prices on the part of manufacturers that the Tice President in charge of each Division should carafully study the question of selling on an f.o.b, factory basis and that we wore favorably lo cated with our paint plants to go to such basis. The Chairman stated that business was becoming more competitive and that there were a number of opportunities to secure business on a reclprooal basis, and that the Tice President in charge ef each Division should keep la mind in buying equipment or making sales how tuoh transactions will affect the possibility of securing business in the other Divisions. The Tice chairman suggested that the Company employ ma aggressive, outstanding Individual to handle the development of reciprocal business and ths coordination of such business through the various departments and Divisions of the Coapany. Hr stated further that he had found that the name of The Glldden Company was not on the list for bids of the Central of Georgia Hallway and that he had been able to secure some nice orders for paint business In connection with the negotiation* relative to the purchase of the property near Macon, Georgia ttOOZl*6* The Chairman indicated that he thcm^at we were using old-fashioned methods In handily railway sales, which were now a division of Industrial Sales instead of a separate department, using up to date methods. It was de cided that the matter should he investigated and that further consideration should he given to it at the cent meeting of the directors. The Chairman stated that conferences had been hsld with representa tives of the American lTorit Colony relative to the eo&traet for wpplying the American Korit Company with charcoal from the Company's plant at Jackson ville, Tiorida, and that it had been found that charcoal could ho sold to other people at more favorable prices than the Amerloan forit Company was offering and that the completion of the contract with American Barit Company had heen deferred until a further investigation could he mad# with respect to prices of charcoal. The Chairman also stated that the representatives of the American JTorit Company were experienced in the use of charcoal and its manufactu0re and that they had pointed out that the Ollne Betort, in their opinion, would he adversely affected hy the formation of carhon and mifit not run longer than a year, and that it might he advisable to extract the oil from the wood before making the charcoal, and that Information mift he secured from people ex perienced in the construction and building of Betorts, and requested that the Xavml Stores Division bring to the attention of the directors the matter of increasing the capacity of tho plant at Jaekeonvlllo for the masufacturo of charcoal and the methods and equipment to be used for doing so. Mr. Y. j. O'Brien emphasised the problem of cutting stumps for se curing wood for the manufacture of charcoal is Jacksonville and indicated that this in very important and should he given first consideration. The Chairman called attention to the fact that the Cleveland iMquer y-Vrir.t of tho Arco Company had. heen destroyed hy fire and that we had heen asking GLD022965 1 their lacquers for them; that we had discovered that thsy v*r# mslng flit* a hit of ehellac la tholr lacquers U giv* thorn e, which we could alee da. Sa also pointed oat that tha Toluae of oar lacquer business valid ho ooafimai to snail package lacquers when wo no longer made laegaara for Arco. and that ho would like to have attention given to tbo securing of additional lacquer business. B otatod that he had toon the Areo Ooapany's laeqtttr plant 1m Leo Angeles and that It wae quite heap at that tlae; that tha San /readies lacquer plant of the Conpaay wao not operating when ho wao la San Praaolseo because we did not haw# a superintendent or a salemen, and that ho theu^it this aattor should hare laaodiata attention. Hr. P. t. Sprague polntad amt that verkiz seditions ia the Labora tory of the 807a Product# Division could ho Improved by tha laotallatloa of aa air conditioning system. Kr. V. J. O'Srion otatod that the air conditioning ay ttea which had haan Inttallod la the Storol Building at tho 8071 Product* Division was not hole* wad. Zt was decided that Kr. P. X. feracma should iavoitigate the preposition of moving said air conditioning lystoa from the Sterol Building to the Laboratory and rsport. She following requisition# wore submitted, and upon motion duly aada. seconded and unanimously carried* approved} Bora Producti Dirifion 37-1* Ventilating existing Bxtrection Bldg. 37-16 Xaceelng acetone storage tanka 37-17 Ventilating Laolihla Bldg. 37-18 Udergrouml tanks for solvent atorago | 3,709.00 1,110,CO 3,700.00 8,100.00 37-13 Ventilating for Sterol Bldg. 37-20 Providing rants for grain bln# la XIorator *AV 37 -.21 Underground other storage tanks 1,800,00 750.00 9,900.00 37-23 Installation of flame arrestor# Aden* and Xltl&a Plant B-289D Purohaoe of aav Pebble Mill te roplaco old ana 17-2 Six 110-gallon change can# A. Vilhola CftBOur * Beadlnr 2-1 5* Stoam Main and 3* roturn la connection with the erection of a new warohvus* project 750.00 9.893.50 1,050.00 5,800.00 GL0022966 Vttblan Paint and Tarnish Company Division 2861 Laboratory equipment for 2nd floor of tho new laboratory $ 36.MJf.00 2862 Laboratory equipment for 3rd floor of tho aov laboratory 42,523.80 gueton Load Company - Scranton. Pa. 93^0 Additional Packer for dry white load 6,526,98 Darke Paaous Pood - Iron Street riant 24-5 Expenditure# over and above those shewn on on PPI #4533 coverins toilding chances, machinery and installation of Mayonnaise and Salad Dressing Plant Machinery $ 4,694.44 Bldg.and Installation 10.337.15 15.031.39 Darke Paaoue Poods - Vorwalk, Ohio 26-1 26-2 Additional expenditures aade over and above aaounts shown on PTX Vo. B-1154 Construction of Kayonnalst and Salad Dressing Plant Additional expsnditores aade over and above aaounts shown on PTE Vo. B-1155 Box Sealing Unit $ 2,912.66 Jar Unscraabling Unit 2,225.00 Oil Cooler 5*600.00 Installation ooste 5.272.05 35.058.33 16,009.71 The laet three P.T.X. *e relative toadditional expenditures la connection with the Mayonnaise and Salad Dressing plants at Vorwalk, Obis, and Iron Street, Chicago, Illinois, were submitted by Tloe President L. T. Pulliam.. The Chairman inquired ae to why the expenditures approved In the original F.P.X.'e had been exceeded In completing the Mayonnaise and Salad Dressing plants without securing the approval of the Board of Directors or the Sxecmtlve Co*ulttee before the additional expenditures were aade. Mr, Pulliam stated that it was his understanding that the men In charge of the plants approved the expenditures while the plants were being constructed, without caviling the natter to hie attention, which is contrary tc the policy of the Company, and CLD022967 J//3 that In the future be would see that no additional expenditures vara aade la connection with approved requisitions vithcmt first securing the approval of the Board of Directors or the Ixeeutive Coaaittaa. the Chalrnaa called this natter to the attention of all of the Tice President* mad director# and cautioned the* about expenditures in addition to those that vara approved, so that a situation of this kind could he avoided In the future. There being no further business to cose before the Meeting, save vae on notion duly made, seconded and unanimously carried, adjourned. 0LD022966