Document YDQyD97ZVjdG67Oq0nyKJg7RD

On motion duly mad*, seconded and unanimously adopted, it waa RESOLVED, that either the President or Treasurer, he and hereby is authorised and empowered to sell $2,800/00 par *lu of Federal Farm Mortgage 3< 1942-47Bonds, belonging to this Company. 247 There being no further business, on motion duly made and seconded, the meeting adjourned. Secretary. A Special Meeting of the Board of Directors of the XNTERNAII0HAL SUELHN3 AND REFININ3 COMPART was held at the office of the Company, No. 25 Broadway, New fork, N. T. , on Thursday, October 1, 1936, at 12:15 o'clock P. M. The following Directors were present: Messrs, Cornelius F. Kelley, Frederick Lalst, Robert E, Dwyer, William Wraith, David B. Henhessy, 'ernes R. Hobblna, E. 0. Sowerwine, conetltuting the entire Board, The President, Mr. Cornelius F. Kelley, acted as Chairman of tha meeting, and the Secretary, Mr. E. O. Sowerwine, acted as Secretary. The Chairman presented to tha meeting a written offer dated Septem ber 28, 1936, from Anaconda Copper Mining coapeny wherein said Anaconda Copper Mining Conany offered to transfer to this Corporation 13,650 shares of the capital stock of the par value of $50 per share of Anaconda Lead Products Company, a Delaware corporation, (being all the Issued and outstanding stock of said Company) In consideration of the issuance to said Anaconda Copper Mining Company of 13,500 full-paid and non-aesossablo shares of the capital stack of this corporation of the par value of $75 per share. There were sub mitted to the mooting a balance sheet of Anaconda Lead Products Company as of August 31, 1936, and an earnings statsment for the years 1933, 19254 and 1935, and the eight months ended August 31, 1936. On motion duly made and seconded, the following resolution was unan imously adopted: WHEREAS, this corporation deems It advisable to acquire all the outstanding shares of capital stock of Anaconda Lead Products' Company, a corporation organised and existing under the laws of the N11084 pNtCO 0006**0 State of Delaware, consisting of 13*550 ihirss of the par value of 150 per share, end this Board la of the opinion that said shares of stock haro a fair value of not less than *1,012,500; HOW, THEREFORE, bo it RESOLVED, that the offor of Anaconda Copper Mining Company, dated September 28, 1936, in the form submitted to the meeting, to transfer to this.corporation 13.550 shares of the capital stock of the par value of *50 each of Anaconda Lead Products Company, a Delaware corporation, (being all of the Issued and outstanding shares of stock of said Company) in consideration of the Issuance to said Anaconda Copper Mining Company by this corporation of 13,500 shares of its full-paid and non-assessable capital stoqk of the par value of 975 each, be and the same here by is approved and accepted, and the proper officers of this corporation be and they hereby are authorized and directed to accept said offer under the seal of this corporation and to give written notice of said accept ance to said Anaconda Copper Mining Company in such form as said officers in their discretion may deem advisable, and further RESOLVED, that the proper officers of this cor poration be and they hereby are authorized, empowered and directed to; execute under the seal of this cor poration a certificate or certificates representing 13,500 shares of the full-paid and non-assessable capital stock of this corporation of the par value of *75 each, issued in the name T Anaconda Copper Mining Company, and to deliver the same to said Anaconda Copper Mining Company against delivery to this corporation of certificates duly endorsed repre senting 13,550 shares of the capital stock of the par value of *50 each of said Anaconda Lead Products Company, and te do any and all other acts and things which may be be necessary or required to be done to carry out the terms, covenants and agreements in the above mentioned offer dated September 28, 1936, and the intent and purpose of the foregoing resolution; and further RESOLVED, that upon the issuance and delivery of said certificates for capital stock of/this corporation as provided in the foregoing resolution, said 13,500 shares of capital stock of this corporation of the par value of *75 each; shall be full-paid and non-assessable. Thera being no further business, on motion duly made and seconded, the meeting adjourned. Secretary. A Regular Meeting of the Board of Directors of the IHTERMATIORAL SMELTXH3 AHD 8EFIHIHS COMPAHY was held at the office of the Company, Ho. 25 Broadway, Hew York, H. Y., on Tuesday, October 27, 1936, at 12:15 o'clock P. M. The following Directors were present: Messrs. Cornelius P. Kelley, Air a+. David B. Bennessy Jamas R. Hobblns, E. 0. Sowerwlne. PNYC000C62A1 constituting tha entire Board. Tha Praaidant. Mr. Cornelius P. Kelley, acted as Chairman of the meet ing, and the Secretary, Ur. E. 0. Sowenrine, acted as Secretary. The minutes of tha regular meeting of the Board of Directors held on September 22, 1936 and the Special Heating held on October 1, 1955, were read, and an motion duly made and seconded, unanimously approved. The Chairman presented to the meeting statements of Hat Income and of Set Current Assets, estimated as of September JO, 1935, which on motion, duly made and seconded, were approred and ordered placetj on file. On motion, duly made, seconded and carried, it was RESOLVED, That the action of the officers In approring the following appropriations be, and the same is hereby ratified, approred and confirmed: (a) $2,167.00, for repairs to the East Chicago Office Building. (b) $3,000.00, for the installation of a new pump at Perth Amboy. The Chairman stated that the next business to come before the meeting was a proposal to dissolve Anaconda Lead Products Company, a wholly-owned sub sidiary of the company, liquidate Its affairs and distribute and transfer all of its assets and property to its stockholders, in complete cancellation or redemption of all of its capital stock- . After discussion, and on motion duly made and seconded, the following preambles and resolution were unanimously adopted: WHEREAS, this Company 1s the owner of all the outstanding capital stock of Anaconda Lead Products Company, a Delaware cor poration; and WHEREAS, in the opinion of this Board of Directors it is ad visable to dlssolre said Anaconda Lead Products Company, distribute all of its assets to its stockholders and liquidate its affairs: HOW, THEREFORE, BE IT RESOLVED, that the proper officers of this Company be and they hereby are authorized and directed to take such action on behalf of this Company as owner of all the outstand ing capital stock of Anaconda Lead Products Company as may be neces sary or required under the laws of the State of Delaware to dissolve said Anaconda Lead Products Company, liquidate Its affairs and dis tribute and transfer all of its assets and property to this Company in complete cancellation or redemption of all the stock of said Anaconda Lead Products Company. On motion duly made and seconded, the following resolution was unani mously adopted: WHEREAS, Ur. Willis T. Burns has been Uanager of the Raritan Plant of this Company since 1926, and prior thereto had been in the employ of Anaconda Copper Ulning Company for more than thirty years, and because of physical disability has requested that he be transferred to the re tired list; and ii Ii PNYC00006242 WHEREAS, it has baen the practice oflthia Company that in casa of the retirement of any officer or employee aftar a minimum of twenty years of service with tha Com pany or any of its affiliates to make such payment or pay ments to him as in tha soia Judgment of tha Board may be deemed, advisable: RESOLVED, that this Board expresses its appreciation, of the loyal and able services rendered by Mr. Willis T. Burns as Manager of the, Raritan Plant of this Company, and that beginning December 1, 19361 and to be continued until suspended or modified by order of this Board, he be placed on the retired list with a pension at the annual rate of 48,100.00, being 50Jt of his salary at data of retirement, such pension to be paid in monthly installments on tha f irst, day of each month. On motion duly made and seconded, the following resolution was unanimously adopted: \ WHEREAS, Mr. Tobias Wolfson was an officer of Raritan Copper Works, a predecessor of this Company, ainoa 1902 and prior thereto had bean in the employ of United Metals Selling Company (a Subsidiary of Anaconda Copper Mining Company) for more than ten years and because of physical disability has requested that he be transferred ta the retired list; and WHEREAS, it hae been the practice of this Company that in case of the retirement of any officer or employee after a minimum of twenty years of service with the Company or any of its affiliates to make such payment or payments to him as In the sola Judgment of the Board may be deemed ad visable: RESOLVED, that this Board expresses its appreciation of the loyal and able services rendered by Mr. Tobias Wolfson to this Company and that beginning January 1, 1937 and to be continued until suspended or modified by order of this Board, he be placed on the retired list; with a pension at the annual rate of 412,000.00, such pension to be paid in monthly installments on the first day of each month. On motion duly made, seconded and unanimously adopted, it was RESOLVED, That the transfer or withdrawal of funds of this Company on deposit with Continental Rational Bank it Trust Company, Salt Lake City, Utah, Regular Account and Ore Purchase Account, whether by check or otherwise, may be signed or countersigned by any two of the following named officers, employees, and/or Agents of said Company, to-wlt: A. D. Hunter, Cashier, Rom Warburton, Chief Clerk, J. W. Torreyaon, Clerk and E. L. Nielson, Clerk, provided that no check, or order for tha payment of money, drawn upon said Bank, may be signed as well as countersigned by the same officer, employee and/or Agant. AND BE IT FURTHER RESOLVED, That the said Continental Rational Bank A Trust Company, Salt Lake City, Utah, is hereby authorized and directed to honor and pay any checks or orders for the payment of money so dream as above set forth, whether such cheeks or orders be payable to the order of any officer, employee and/or Agent signing or countersigning said checks or orders, or any thereof in their individual capacities or not, and whether such checks or orders are deposited to tha individual oredit of the officers, employees and/or Agents signing or countersigning the seme, or to the. individual credit of any of the other officers, employees end/or Agents or not. PNYC00006243 of these Companies and the release of both parties from liability o> acaount of International Smelting and Refining Coapaay's actions to the date of the contracts. On motion duly made, seconded and unanimously adopted. It was: RESOLVED, that the action of the Officers of this Company In executing Contracts, dated May IS, 1946, between Inter national Smelting and Refining Company and Park-Konold Mines Corpora tion and Park-Nelson Mining Company, be and it hereby Is in all re spects, ratified, approved and confirmed. The President reported that the operations at East Chicago, Indiana, had been terminated and the Plant had been dosed. After disoussion, it was, om motion duly made, seconded and unanimously adopted; RESOLVED, that the Officers of the Company be and they hereby are authorized to make arrangements to sell and dispose of the land, buildings, and equipment now owned by this Company located at East Chicago, Indiana. There being no further business before the Board, on motion duly made, seconded and adopted, the meeting adjourned. (CORPORATE SEAL) (S) C . E. MORAN Secretary. 1SJ____C. P. KELLEY Chairman. A regular meeting of the Board of Directors of the INTERNATIONAL SMELTING AND REFINING COMPANY was held at the offloe of the Company, No. 25 Broadway, New. York, N. Y., on Tuesday, October 22, 1946, at 11 o'olook A. M. PRESENT: Messrs. Cornelius P. Kelley Fredarlok Lalst Robert E. Dwyer James R. Hobblns E. 0. Sowerwine ABSENT: W. H. Hoover Clyde E. Need The President,Mr. Cornelius P. Kelley, acted as Chairman of the ( Meeting and Mr. C. E, Moran, Secretary thereof. ( The minutes of the regular monthly meeting of the Board of Director?! held September 24, 1946 were read and, on motion duly made, seconded and adopted, were approved. "| PNYC0C006244 14 A part of BlOok thirteen (13) in the eubdivision of tha Southwest quarter (SW 1/4) of Saotion twenty-sight (28) Township thirty-seven (37) North, Rang# nine (9) West of the Seoond Principal Meridian in Lake County, Indiana, being more particularly' described eg follows: Beginning at the ooint of Interseetionof the South line of Section twenty-alght (28) aforesaid with a line parallel to and thirty (30) faet west of the West line of the sewsr.ty-f ivs (75) foot right- of way of the1 Baltimore and Ohio Chicago Terminal Railroad Company; thence North eighty-eight (88) degress tan And One quarter (10 l/4) minutes West a distance of sir hundred twenty-two and eighty-sax hundredths (622.S6) feat along the South line of said section;, ther.ce North fifty (50) degrees and thirty-one (31) minutes East a distance of- seven hundred fqur: and1 tjifei! tenths,,(704v3.) feat,; thence North twenty-nine (29-) degrees! and forty-four and : one-half (44-l/g) minmtea East a distanca of one hundred fifty-sever. ard sixty-two HuM'fedtha- (157.52) feat to a; pdijii:. In a line parallel to and thirty (30) feet West of the West line of the seventy-five (75) foot right of way, of the Baltimore and Ohio Chicago Terminal Railro, Co.; thence South six hundred four" and nine'tenths (604.9) feet to the place of beginning. Also part of Block fo;ur (4) in the Subdivision of part of the North west Quarter (N.W, l/4) of Section thirty-three (33), Township thirtyseven (37) North, Range nine (9) west of the Seoond Principal Meridian, in Lake County, Indiana described as follows: Beginning at a point on the North line of Section thirty-three (33) aforesaid, one hundred (ICO) feet East of the Northwest corner thereof; thence East on the North line of Section thirty-three (33) aforesaid eleven hundred two and thirty-four hundredths (1102.34) feet to its intersection with a line parallel to and thirty (30) feet West'of the West1 line of the seventy-five (75) foot right of way of the Baltinurs A Ohio Chicago Terminal, Railroad Company; thence South on last described line elevenhundred. twenty-one ajhd, ninety-six hundredths (1121.96) feet; thence Southwesterly on a straight line one hundred eighty and twenty-seven hundredths (160.27) feet to a point ninety (90) feet West of the last de3oribed line and: on; a: line parallel to and forty-five (45) feet North of a line drawn from a point on the North and South center line midway between the North Quarter corner and the center of said: Section thirty-three (33?) West to a point on the West line of Section thirtythree (33) aforesaid, thirteen hundred and twenty (1320) feet S outh of the Northwest corner thereof; thenoe West On the last described line ten hundred fifteen and seventy-seven hundredths (1015.77) feet to Its Intersection with a line parallel to and one hundred (100) feet East of the West line of Seotlon thirty-three (33) aforesaid, and thenoe North on last described line twelve hundred seventy-five and fifty-six hundredths (1275.56) feet to? the point of beginning. AI30 tha North half (N l/2) of 151 Street (aubjeot to the rights of the publio therein) described as follows, to-wtt; The South fortyfiv* (45) feet (exoept tne East one hundred and twenty (126) feet thereof) of blook four (4) In a subdivision ofpart of the Northwest quarter (N.W. 1/4) of Seotlon thirty-three (33) Township thirty-seven (37) North, Range nine (9) West of theSeoond Principal Meridian, In Lake County, Indiana, containing in alXthe land hereby conveyed (thirtyseven and one thousand two hundred and sixty-threa ten thousandths (37.1203) acres more or lesa. in aooordanoe with tha contract of sale heretofore entered into between the - company and the Eagle-Ploher Company on September 27, 1946 and presented to this meeting, and to exeoute or oause to be executed suoh other and further proper and reasonable instruments of transfer as may be required for the purpose of carrying out tha intant and provisions of tha said contract of sala pH,C0C0062A5 Aftar discussion it was, on motion duly made, seconded and unanimously adopted: 14 SESOLYED. that the offer of Thirty Five Thousand Dollars ($35,000.00) mads by the Eagle-Ploher Company for the purchase of ten acres of land owned by this. Company at. East Chicago, Iailana, be and it hereby is accepted, and FURTHER RESOLVED, that the President or Vice President and Secretary or Assistant Secretary be and they hereby are author ised and empowered on behalf of the Company to, execute and deliver to the Eagle-picher Company, a deed of the following described real estate belonging to the Company located in East Chicago, Indiana; That part of Lot 37 (except the North 269.4 feet thereof) in Block 12 and Block 13 in the Subdivision of the Southwest quarter of Section 28, Township 37 North, Range 9, West of the 2nd Principal Meridian, in Lake County, Indiana, taken as a tract and described as follows: Beginning at a point 100.O' East of Southwest corner of said Section 28; thence North parallel to the West 11ns Of said Section 28.a distance of 415.0 feet; thence East along a line parallel to and 415.0 feet North .of the South line of said Section 28, a distance of 486,21 feat; thsnoa Northeasterly along a line which forms an angle of 221*16'55" to the left with the last described course, for a distance of 559.76 feet to its intersection with the oentar line of 148th St. axtenied West; thane* East along center line of 148th St. extended West, for a distance of 182.44 feet: to a point in a line parallel to and 30.0 feet West of the West liner of the 75.0 foot Right of Way of the Baltlmor* ami Ohio Chicago: Terminal Railroad Company ; thanos South along said 11ns 30.0 feat Wsst of ths West 11ns of said Railroad Company's 75 foot Right of Way, for a distance of 185.48 fast to a point 604 .9 feat North of tha South line of said Saotlon 28; thence Southwesterly along a line which forms an angle of 150* 14'35" to the left with the last described course, for a distance of 157.62 feat; thsnoa Southwesterly along a line whioh forma an angle of 159*13'30" to tha left with the last pint in tha 3 feet to the place of beginning. Subjeot to a certain easement from tha Orantor to Northern Indiana Publio Servloo Company, a oorporatlon, whioh easement is reoorded in tha Recorder's Office of Lake County, Indiana, in Miscellaneous Record 452, at page 617. ! Subject also to taxes for tha year 1946 payable in 1946. i There was presented to ths meeting an> Agreement, dated Novem ber 15, 1946, between thA Wood Elver Oil and Refining Company, Ina. and this Compan; under the terms of which ths Wood fcivar Oil and Refining Company, Inc., for a con sideration of Two Thousand Five Hundred Dollars ($2,500.00) is given the orlvllege of purchasing from this Company I a fifteen (15) acre traot of land, mux* or leas, 'located in Lake County,'State of Indiana, at a price of Sixty Sevan Thousand, Five Hundred Collars ($97,500-00) against whioh the amount of Two Thousand Five Hundred Dollars ($2,500.00), paid in consideration of tha option, will be applied, payable: PNYC00006246