Document X78Ym0L11rBgXb89K36Yjnj6G

FIRST VESTING OF THE BOARD OF DIRECTORS OF THE OLXDDEN COMPANY, Hold at 1203 Eeader-Newe Building, Ciovaland, Ohio, thio 20th day of December, 1917, pursuant to the foregoing appointment* Proeent: Messrs, 0. A, Haste, R. H. Horaburgh, San H. Moore, James H. Dempsey, C. F. Heckethem, Harold T. Clark and F. 5. Whitcomb, constituting the entire Board of Director, Ur, San H. Moore wee chosen Chairmen of the moating, and Ur. R. H. Horaburgh wee chosen to keep the minutes thereof. The meeting at cnoe proceeded to the eleetlon of effieera praaeribod by the Regulation, ar.d on motions severally made, eeeonded, put and unani mously carried, the following effieare ware electedi Preeldont: Vice-President: Secretary: Treasurer? Sea H. Moore 0, A. Haaee R. H, Horaburgh R. H, Horeburgh The Chairman then stated that Mr, Adrian D. Joyce desired to submit a proposition to the Company for the sale to it of all of the property and assets of The Glidden Varnish Company, an Ohio corporation, and on motion duly made, seconded, put and unanimously carried, said proposition was received ar.d con sidered, it being as follows: Cleveland, Ohio, Deserjber 20, 191?, TO THE GDI DUE?: COMPANY; The undersigned hereby offers to sell, assign and convey, or ctuee to be sold, assigned ind conveyed, to your Company, all and singular the property,real, personal ar.d mixed, of The Gliddsn Varnish Company, an Ohio THt GUDDCK COMPANY Recoup Bo o k Pa o c 24, Co r r e c t 0LD020870 msiuiv > corporation whose principal plant la located at Cl aval end, Ohio, including real aetata, plante, machinery, tools, equipment, stocks of verniehes, dryers, palate, oila and caterial of all kinds, merchandise on hand and In proooae of manufacture, each on hand and bills and account a receivable, together with all formulae and trade-marks pertaining to the business and properties ef sold The Olidion Varnish Company, eubjact, however, to all mortgage and other lndebtednaae existing at tbs data of transfer, as shown by the books of said corporation. Deeds of conveyance of sold real estate and plante and bills of sale ef the personal property ere submitted herewith for your .consideration. IN CONSIDERATION VH3RS0F, your Company shall, in the event it aceepts this proposition,-- ^ 1. Fey to the undersigned the sun of <1,000 in caah. 2. Issue end deliver to the. present subscriber* to your capital stock ee full paid and non-aeseseablo, the choree of stock respectively subscribed for by ther.- ar.d upon which they have paid or. install*** cf t per cent (10/!), 3. Increase the capital stock of your Company from <10,000 to <2,500,000, of which authorized capital stock 10,000 shares shall be ooerron capital steak, and 15.000 thoroe shall be six per cent cumulative first preferred capital stock, subject to redemption as a whole or in parts equivalent to 25/! of the total euthorized amount thereof, on any dividend paying date, at par, r. preciun of thereon, plue accrued and unpaid dividends, to be preferred ae to aeeets in the event of the dissolution of the Company, to bs non-voting except default be made in the payment of dividends for any two quarters, end to contain the provision that the entire property and business of the Company shall not be sold, that no THC GLIDDtN COMPAF/V ftlCOftO *OOK. P-A** CoftRtCt CL0020871 > additional mortgage indsfctednses, except purchase coney mortgagee upon propert; hereafter required, shall ho created nor any eh are of stock be authorised or Issued on a parity rith or having priority over said first preferred stock wit the consent of at least 75? of the preferred stock first obtained. 4. Xseue and deliver to the undersigned, or to hie nominees, as full paid end non-aeeeseable, 9*900 shares of said common capital stock and 15*000 ehares of said first preferred eapltsl stock. Payment of said eaeh and the Issuance and delivery of said stock shall 1 made et the tine of the conveyance and transfer to your Company cf the proper of The Gil cider. Varnish Company, as above set forth* Respect fully submitted, (ftigsed) Adrian 0. Joyae. CUbDC'N COMPANY fucoftt* nooK. P*e* ?{* Connect The meeting then proceeded to the consideration of said proposition, and aftor fully diseuaaing tha ams, tha following resolution* wore, on action duly made, seconded, put and unanimously carried, adopted: RESOLVED, In tha Judnant and opinion of this Board of Directors, tha properties and aaaata of Tha Qlidden Vamlch Company proposed to ba conveyed and transferred to thlo Company, aa aat forth In aaid proposition of Adrian D. Jcyca, baing worth tha consideration asked therefor, and it being in tha opinion of this Board graatly to tha Van a fit and advantage of thla Company to acquire tha aunt, that aaid proposition ba, and tha earns is hereby, aooaptad; and RESOLVED, that a meeting of tha atoekholdara of this Company bo, and tha atroc la hereby, oallad to ba hald forthwith upon the adjournment of thia meeting for tha purport of approving auch purehaaa and to taka action upon tha matter of increasing tha capital atoek of thia Company as above outlined, and for the transaction of any other business that may properly come before raid meeting; and RESOLVED, That aa aeon as aaid capital stock has bean increaeed and tha requisite authority obtained from the atatc officials for the issuance thereof upon the transfer to this Company by proper instrument* of conveyance and assignment of the property and assets of The (Hidden Vamlch Company, the offlcara of this Company bo, and they am hereby, authorized and directed to issue and deliver the stock of this Company as herein eat forth and to make payment of said amount In cash to tha party or parties entitled thereto* Tha meeting then adjourned tc- reconvene- upon the adjourn: ent cf the