Document Xkjrr9g99geKjOp0RBkGrv6y

MINUTES OF ORGANIZATION MEETING OF THE BOARD OF DIRECTORS OF TYLER CUSTOM MOLDING, INC. December 3 I , 1973 The organization meeting of the Board of Directors of Tyler Custom Molding, Inc. was held at 3121 Southland Center, Dallas, Texas, on December 31_, 1973 at 10:00 a.m., pursuant to a written waiver of notice signed by all the Directors. The following Directors, being all the Directors named in the Certificate of Incorporation, were present: Joseph F. McKinney \ C. A. Rundell, Jr. F. R. Meyer A waiver of notice signed by all the Directors was read, the original copy of which has been inserted in the records of the corporation immediately preceding the minutes of this meeting. Joseph F. McKinney was chosen Chairman of the meeting and Neil J. O'Brien was chosen Secretary of the meeting. After calling the meeting to order, the Chairman reported that the Certificate of Incorporation of the corporation had been filed in the office of the Secretary of State of the State of Delaware on December 31, 1973, and a certified copy thereof was duly recorded in the office of the Recorder of Deeds of the County of New Castle on December 31, 1973, and presented a copy of the Certificate of Incorporation to the meeting. CONFIDENTIAL T-55W Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 2 December 1973 Inc. The Secretary of the meeting was instructed to cause a copy of the Certificate of Incorporation to be inserted in the minute book. The Secretary of the meeting presented a form of bylaws for the government of the corporation, the conduct of its affairs, and the management of its property and business, which was there upon read, article by article, and section by section. ^ Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the bylaws submitted and read to this meeting be, and the same hereby are, adopted as and for the bylaws of Tyler Custom Molding, Inc., and that the Secretary be, and he hereby is, instructed to cause a copy of the same to be inserted in the records of the corporation immediately following the Certificate of Incorporation. The Chairman stated that the Bylaws permit the corpora tion to have as many as nine directors, and that at present it was desirable for the corporation to have three directors. The Chairman suggested that the number of directors be fixed at three. Upon motion duly made, seconded, and carried, it was: RESOLVED, that pursuant to Article III, Section 1 of the corporation's Bylaws, the number of the corpora tion's directors shall be and hereby is fixed at three. CONFIDENTIAL T-iSfi Minutes of Organization fleeting of the Board of Directors of Tyler Custom Molding, Page 3 December 1973 Inc. The Chairman stated that the next business to come before the meeting was the election of officers of the corporation to hold office for the ensuing year and until their respective suc cessors be elected and qualified. The Chairman called for nor.ina- i tions at this time. The following named persons were nominated for the offices of the corporation: President Executive Vice President, Secretary and Treasurer Vice President Assistant Secretary Assistant Secretary Assistant Secretary John A. Warner Glen C. Uzzel David K. McKie D. A. Russell Neil J. O'Brien Dwain C. Xline All the Directors present having voted, the Chairman announced that the aforesaid persons had been elected to the offices set forth opposite their respective names to serve until the election and qualification of their respective successors. The Chairman and the Secretary of the corporation thereupon entered upon the discharge of their duties. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the form of stock certificate presented at this meeting be approved and adopted and the Secre tary be, and he hereby is, instructed to insert a speci men thereof in the records of the corporation immediately following the minutes of this meeting. I CONFIDENTIAL T-55346 Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 4 December 3) . 1973 Inc. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the seal, an impression of which is hereto affixed, be, and it hereby is, adopted as the seal of the corporation. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the officers be, and they hereby ara, authorized to establish bank accounts in the name tff and on behalf of the corporation with such banks as the officers may deem necessary or advisable and in connection therewith to execute said banks' regular corporate resolution forms which are hereby incorporated by reference and made a part of this resolution, and the Secretary is hereby directed to place a copy of each corporate resolution form in the records of the corporation immediately following the minutes of this meeting. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that pursuant to Article VIII, Section 5, of the bylaws of the corporation, the fiscal year of the corporation shall commence on the 1st day of January and terminate on the 31st day of December of each year. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that pursuant to Article II, Section 2 of the Bylaws of the corporation the annual meeting of shareholders shall be held at 10:00 a.m. on the third Wednesday of April of each year at such place as is desig nated in the Motice of such shareholders meeting. CONFIDENTIAL T-55347 Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 5 December 1J_, 1973 Inc. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the Treasurer be, and he hereby is, di rected to pay all expenses properly incurred for the organization of the corporation and all expenses pro perly incurred for the reservation of the corporation's name in the several states in which this action was taken or is necessary. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that for the purpose of authorizing the cor poration to do business in any state, territory, or dependency of the United States or any foreign country in which it is necessary or expedient for the corpora tion to transact business, the appropriate officers of the corporation be and hereby are authorized and em powered to'appoint and substitute all necessary agents or attorneys for the service of process, to designate and change the location of all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the corporation to transact business therein, and whenever it is expedient for the corporation to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment or surrender of authority as may be necessary to terminate the authority of the corporation to do business in any such state, territory, dependency or country, and to execute such general corporate resolution forms which may be required to effect any of the foregoing, said resolution forms being hereby incorporated by reference and made a part of this resolution, and the Secretary is hereby directed to place a copy of each corporate resolution form in the records of the corporation immediately following the minutes of this meeting. CONFIDENTIAL t-sm Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Inc. page 6 December 1973 FURTHER RESOLVED, that the Secretary be, and he hereby is instructed to purchase such record books and books of account, checks, stationery and office supplies as may be necessary or appropriate for the proper adminis tration of the affairs of the corporation. The Chairman then informed the meeting that Tyler Plastics Company, a Texas corporation (hereinafter called "Tyler Plastics"), had offered to acquire 1,000 shares of the corporation's Common , Stock in exchange for $1,000 in cash. The Chairman stated that the foregoing consideration would constitute a payment of at - least the amount of capital equal to the par value of 1,000 shares of the corporation's Common Stock. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the offer by Tyler Plastics, a Texas j corporation ("Tyler Plastics"), to purchase 1,000 shares of the corporation's Common Stock, par value j $1.00, in exchange for $1,000 in cash, is hereby j accepted; and I j FURTHER RESOLVED, that the corporation issue to Tyler j Plastics 1,000 shares of authorized but unissued Coml mon Stock, evidenced by Stock Certificate No. 1, in > consideration of the payment to the corporation by Tyler Plastics of $1,000 in cash; and FURTHER RESOLVED, that the officers of the corporation be, and each of them hereby is, authorized, empowered, j and directed on behalf of the corporation, to execute j and deliver all such certificates and other things , necessary or appropriate to carry out and comply with the foregoing resolution. CONFIDENTIAL T-55349 I I I Hinutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 7 December 31 , 1973 Inc. There being no further business to come before this meeting, upon motion duly made and seconded, the meeting was adjourned. APPROVED: Neil J*^/O'Brien, Secretary Joseph F. McKinney, Chairman / l > CONFIDENTIAL T- 55350 MINUTES OF ORGANIZATION MEETING OF THE BOARD OF DIRECTORS OF . TYLER CUSTOM MOLDING, INC. December ,1973 The organization meeting of the Board of Directors of Tyler Custom Molding, Inc. was held at 3121 Southland Center, Dallas, Texas, on December ___, 1973 at 10:00 a.m., pursuant to a written waiver of notice signed by all the Directors. The following Directors, being"all the Directors named in the Certificate of Incorporation, were present: Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer ] l A waiver of notice signed by all the Directors was read, the original copy of which has been inserted in the records of the corporation immediately preceding the minutes of this meeting. Joseph F. McKinney was chosen Chairman of the meeting and Neil J. O'Brien was chosen Secretary of the meeting. After calling the meeting to order, the Chairman reported that the Certificate of Incorporation of the corporation had been filed in the office of the Secretary of State of the State of Delaware on December 31, 1973, and a certified copy thereof was duly recorded in the office of the Recorder of Deeds of the County of New Castle on December 31, 1973, and presented a copy of the Certificate of Incorporation to the meeting. CONFIDENTIAL T> 55895 Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 2 December , 1973 Inc. The Secretary of the meeting was instructed to cause a copy of the Certificate of Incorporation to be inserted in the minute book. The Secretary of the meeting presented a form of bylaws for the government of the corporation, the conduct of its affairs, and the management of its property and business, which was there upon read, article by article, and section by section. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the bylaws submitted and read to this meeting be, and the same hereby are, adopted as and for the bylaws of Tyler Custom Molding, Inc. , and that the Secretary be, and he hereby is, instructed to cause a copy of the same to be inserted in the records of the corporation immediately following the Certificate of Incorporation. The Chairman stated that the Bylaws permit the corpora tion to have as many as nine directors, and that at present it was desirable for the corporation to have three directors. The Chairman suggested that the number of directors be fixed at three. Upon motion duly made, seconded, and carried, it was: RESOLVED, that pursuant to Article III, Section 1 of the corporation's Bylaws, the number of the corpora tion's directors shall be and hereby is fixed at three. CONFIDENTIAL T-55896 Minutes of Organization fleeting of the Board of Directors of Tyler Custom Molding, Inc. Page 3 December , 1973 The Chairman stated that the next business to come before the meeting was the election of officers of the corporation to hold office for the ensuing year and until their respective suc cessors be elected and qualified. The Chairman called for nomina tions at this time. The following named persons were nominated for the offices of the corporation: President Executive Vice President, Secretary and Treasurer Vice President Assistant Secretary Assistant Secretary Assistant Secretary John A. Warner Glen C. Uzzel David K. McKie D. A. Russell Neil J. O'Brien Dwain C. Kline ( l All the Directors present having voted, the Chairman announced that the aforesaid persons had been elected to the offices set forth opposite their respective names to serve until the election and qualification of their respective successors. The Chairman and the Secretary of the corporation thereupon entered upon the discharge of their duties. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the form of stock certificate presented at this meeting be approved and adopted and the Secre tary be, and he hereby is, instructed to insert a speci men thereof in the records of the corporation immediately following the minutes of this meeting. CONFIDENTIAL T- 55897 o Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Inc. Page 4 December , 1973 O Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the seal, an impression of which is hereto affixed, be, and it hereby is, adopted as the seal of the corporation. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the officers be, and they hereby are, authorized to establish bank accounts in the name of and on behalf of the corporation with such banks as ] the officers may deem necessary or advisable and in l connection therewith to execute said banks' regular corporate resolution forms which are hereby incorporated by reference and made a part of this resolution, and the Secretary is hereby directed to place a copy of each corporate resolution form in the records of the corporation immediately following the minutes of this meeting. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that pursuant to Article VIII, Section 5, of the bylaws of the corporation, the fiscal year of the corporation shall commence on the 1st day of January and terminate on the 31st day of December of each year. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that pursuant to Article II, Section 2 of the Bylaws of the corporation the annual meeting of shareholders shall be held at 10:00 a.m. on the third Wednesday of April of each year at such place as is desig nated in the Notice of such shareholders meeting. v CONFIDENTIAL T-55898 Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 5 December , 1973 Inc. Upon motion duly made, seconded and unanimously carried. it was: RESOLVED, that the Treasurer be, and he hereby is, di rected to pay all expenses properly incurred for the organization of the corporation and all expenses pro perly incurred for the reservation of the corporation's name in the several states in which this action was taken or is necessary. Upon motion duly made, seconded and unanimously carried, it was: ^ RESOLVED, that for the purpose of authorizing the cor poration to do business in any state, territory, or dependency of the United States or any foreign country in which it is necessary or expedient for the corpora tion to transact business, the appropriate officers of the corporation be and hereby are authorized and em powered to appoint and substitute all necessary agents or attorneys for the service of process, to designate and change the location of all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the corporation to transact business therein, and whenever it is expedient for the corporation to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment or surrender of authority as may be necessary to terminate the authority of the corporation to do business in any such state, territory, dependency or country, and to execute such general corporate resolution forms which may be required to effect any of the foregoing, said resolution forms being hereby incorporated by reference and made a part of this resolution, and the Secretary is hereby directed to place a copy of each corporate resolution form in the records of the corporation immediately following the minutes of this meeting. CONFIDENTIAL T-55899 Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 6. December , 1973 Inc. FURTHER RESOLVED, that the Secretary be, and he hereby is instructed to purchase such record books and books of account, checks, stationery and office supplies as may be necessary or appropriate for the proper adminis tration of the affairs of the corporation. The Chairman then informed the meeting that Tyler Plastics Company, a Texas corporation (hereinafter called "Tyler Plastics") , had offered to acquire 1,000 shares of the corporation's Common Stock in exchange for $1,000 in cash. The Chairman stated tha^t the foregoing consideration would constitute a payment of at ^ least the amount of capital equal to the par value of 1,000 shares of the corporation's Common Stock. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the offer by Tyler Plastics, a Texas corporation ("Tyler Plastics"), to purchase 1,000 shares of the corporation's Common Stock, par value $1.00, in exchange for $1,000 in cash, is hereby accepted; and FURTHER RESOLVED, that the corporation issue to Tyler Plastics 1,000 shares of authorized but unissued Com mon Stock, evidenced by Stock Certificate No. 1, in consideration of the payment to the corporation by Tyler Plastics of $1,000 in cash; and FURTHER RESOLVED, that the officers of the corporation be, and each of them hereby is, authorized, empowered, and directed on behalf of the corporation, to execute and deliver all such certificates and other things necessary or appropriate to carry out and comply with the foregoing resolution. CONFIDENTIAL T-55900 Minutes of Organization Meeting of the Board of Directors of Tyler Custom Molding, Page 7 December , 1973 Inc. There being no further business to come before this meeting, upon motion duly made and seconded, the meeting was adjourned. Neil J. O'Brien, Secretary s l CONFIDENTIAL T *55901