Document X88bJJko4ZknvQyj4y98Z4npJ

MINUTES OF SHAREHOLDERS MEETING OF RIVER SMELTING 8c REFINING COM1 A-Y. Portland, Maine, July 24, 1928. A special meeting of the shareholders of the River Smelting & Refining Company was held at the office of the Company, 281 St. John Street, in the City of Portland, State of Maine, on the 24th day of July, 1928, commencing at the hour of 9:00 o*clock A. M., pursuant to notice duly given and to waivers and consents of a majority of the stockholders attached to these minutes and made a part thereof The following shareholders, constituting a quorum, were present In person or by proxy: Name Proxy Buchanan, Leonard B. Caselton, James A. Cornish, Edward J. MacKaye, James M. Mighill, Thomas A Stone & Webster Wadsworth, Eliot .Webster, Edwin 3. Carpenter, George 0 M. F. phinney A. B. Farnham M It * i! rt it ri n f! M If ?! TOTAL No. of Shares 1 1 1,348 40 50 1,310 38 1 1 2,790 M. F. Phinney was unanimously chosen Chairman of the meeting, and A. B. Farnham, Clerk of the corporation, was unanimously chosen Clerk of the meeting. N 26035 ML 000039075 The Chairman laid before the meeting the follow ing written proposal of the national Lead Company: "Hew York City, Hew York, July 9, 1928. River Smelting & Refining Company, Portland, Maine. Gentlemen: The undersigned, Rational Lead Company, hereby submits to you the following proposition: That if your Company will convey to the Rational Lead Company, or its nominee, all property owned by your Company, including the smelting plant and property, ores, manufactured products, by-products, fuel, supplies and inventories of all kinds located near Florence, Colorado , and all other property of whatsoever kind and wheresoever situated, and all current accounts and/or bills receivable, contracts, stocks, franchises and/or rights, H tional Lead Company will assume and pay all current debts of the River Smelting & Refining Company (except capital stock and note obligations aggregating $1,027,600.00 principal amount) and Rational Lead Company will also surrender to your Company for cancellation certain notes it holds of your Company amounting to the principal sum of $504,500.00. Very truly yours, RATION/ L LEAD COMPANY, (3RD) CORPOR TE SEAL Attest: M. D. COLE, (SND) Secretary." By E. J. CORNISH President. On motion duly made and seconded, the following resolution was submitted to the meeting: NL 000039076 "RESOLVED, that this Company accept the foregoing proposal of the Rational Lead Company and that this Company convey to the said Rational Lead Company, or its nominee, all property owned by this Company, including the smelting plant and property, ores, manufactured products, by-products, fuel, supplies and inventories of all kinds located near Florence, Colorado, and all other property of whatsoever kind and wheresoever situated, and all current accounts, and/or bills receivable, con tracts, stocks, franchises and/or rights, in con sideration of the assumption by said Rational Lead Company of the obligation to pay all current debts of this Company (except capital stock and note obligations aggregating $1,027,600 principal amount), and in further consideration of the cancellation hy the Rational Lead Company of certain notes it holds of this Company amounting to the principal sum of $504,500." Said resolution was put to a viva voce vote of the shareholders and upon canvassing the vote it appeared that all the shareholders represented at the meeting had voted in favor of the same and that none had voted against it. The Chairman thereupon declared that said resolution had been duly adopted. Thereupon, on motion duly made and seoonded, the following resolution was submitted to the meeting: " MiEREAS, after this Company conveys all of its property and assets to the Rational Lead Company, or its nominee, as heretofore authorized by the resolution of the shareholders at this meeting, the Company will have no assets or property with which to continue in business. HOW, THEREFORE, Be it RESOLVED, that the RIVER SMELTING & REFIHIHG COMPANY he dissolved and terminated and that the President or Treasurer or such other officer as the directors may designate, who is director of said corporation and stockholder therein, be and he NL 000039077 hereby is, authorized and empowered to proceed by bill in equity and otherwise under the laws of the State of Maine to effect such dissolution and ter mination. 1 URTHEI. RESOLVED, That A. B. Farhham, the Clerk of the Company, be, and she hereby is, authorized and empowered to answer in behalf of said corporation to such, bill in equity as may be brought for its dissolution." Said resolution was put to a viva voce vote of the shareholders and upon canvassing the vote, it appeared that all the shareholders represented at the meeting had voted in favor of the same and that none had voted against it. The Chairman thereupon declared that said resolution had been duly adopted. There being no further business before the meet ing, the same was, on motion duly made and seconded, adjourned. A true record. ATTEST: CflAIRMAH NL 000039078