Document Yr67z4zvxkzyE31om21Yq0Oan

Mircwts ov s pec ial uiemm oi- mi* bo at or riJJccTOBS or t h e g l id d e s c o :.: -a c t h k l d r-Miwnr ATTEJ: THE CONCLUSION Or THE STOCKHOLDERS* KEFTIfD, AT Till' IlkIK OmCE OK THE CO"'ANT, CLEVCUND, OHIO, ON TOJ*J)AT, SjmKBZS 16th, 1919, AT 11 :46 A. M. Prssent: Jares H. Barr.ysey S, C Schorndorfe G. T. Kackathorn B. E Horoburgh 0. A. Hass Adrian t>. Joyce Absent: Sam Moore C. r. Brigham On vacancy on Directorate. Secretary Mr. Adrian D. Joyce acted a* Chairman and Mr* a . Horsburgh at The President submitted an Agreement dated the twelfth day of September, 1919, by and between the National Lead Company and The Gliddea Campony, and upon due consideration of the tense and conditions thereof, It was roved *nd duly seconded, and unanimously voted, to ratify and approve the terms and conditions of eaid contract; and furthermore, that the 0`ficers of The (Hidden Company b/, and they hereby direoted and authorised to do all things necessary and incident to ths consultation of ths terms ar.d conditions of the aforesaid contract. The President read th* snbrtanco of a contract he has been able to negotiate with the National Leal Company whereby re are placed in a very favorable position in the purchass-. of 5,000 tone of lead for the coming year, and it was the feeling of the Director* xhat this should resvit in a very substantial saving to the Ccr p&ny The T>-ceidnt brought out tho fact that he wua successful in obtain ing an option on the business of the Anprican Paint Tories, Orleans, Ls., an? after thorough discusslori, it was the concensus of opinion of the directors that it would be dlstinc*''}' *vc aivantuge of The Glidden Co:-puny to have u manufacturing plant and branch in ?<-3.v Orleans, Mr. Joyce explained tint ho fult the business could be taken over for a toa not in o.cocc of $3? 1,000 an:* th:.t the option provided for their accepting 1100,000 in bonds, ?'.:, 5r< preferred stock, which would mean that not in excess cf Si4:,0C6 cash vouli > .'*e to be jut in the business. carried: There-::-cn tho fc-5loving Resolution was made, seconded, and unanimously * IHi i F.- COk'OKY : i Co im'i k I "UUrTtSdS there has been presented to the President of thie Company, an opportunity to acquire the plant an! business of the itoorio&n Paint Tories located in Kosr Orleans, Louisiana, upon term which laay bo advantageous to this Company, and which we at least of such a nature as to oa:c it desirable for the President to Investigate the plant and business of the American I-fcint V/orles, be it resolve!: That it is the desire of thie Board that the President ehall aa>:o an imodiate investigation of the aforesaid property and business* as the opportunity to purchase some is only good until the twentieth of this month, and that if in hie jolt?sent he can. acquire the property and business upon term and con ditions which are of decided advantage to this Company, that ho be, and hereby ie, authorieod to contract for the purchase of the same," tJponnwfcion, th* Meeting then adjourned* t :t r>t,.'Dii-' fv i~ >:. , r-tton-. > - GLD02093 7 *., - s- : r - - -pc^. c ,, ^-r ir. .vr  w`Li-1. CALL AKD VAXVSR. SPECIAL MESTIKO Of THE BOAID OF DIRECTORS. We, the undersigned, all the Director* of Th Oliddsn Geapawy* of Cleveland, Ohio, hereby call a special seating of the Beard ef Direetore of taid Company* to be held at the Union Club. 1211 Euclid Avenue, cisvelsna, Ohio, at 1 p. M On thi* 20th day ef October* 1919, for the purpose ef celling a Stockholder* Meeting ea th* day ef Novauber* for th* purpeve ef considering thfc reorganisation ef said Coapany, and the ieeuing ef first and ascend preferred stock* and comas* stock, ef no per value, and we do hereby valve all statutory end by-lav requirement* at te notice ef tine* place and purpoeee sf said meeting, end consent to the transaction thereat sf any and all business pertaining to the affair* ef the Company* 1 v, -'V ,-'27 - ~ -------- - - --------/ - f?4j '1<-v*x Z _ _ yyiiz. ___ _____ --try ji /M Cleveland, Ohio, Octobfer 23, HI?. GLD020938 t u f c*: c /)Mp*n v r#v.<'M- c--'*or. f*ei c.o!.i*tct .... . .......................................... %'***.* *y *. / *, ^: ;ms We, th< Corsp&ny of Clere la Board of Directors Jsua H. Deupeey, : on this 18th day 0 Stockholders Ueeti of considering the of first preferred we do hereby waive of tin*, place enc * transaction there* of the Coapany, idden ' the i of 5P. K. * >nrpoee .truing . end to notioe the affaire Cleveland, Ohio, loves:tr It , lSif, *K &l IpDEN COMPANY Rt4 v! O ft P-'T-t 6LD020939 CoM " 1t ,4T taiwp/*. of ?k s f i?:g or /b b o &d or p ir ;:c ms o f avs <i:>ii>i>Ti". oo::?:ry# rr:ii) a t Tins w ic k o f s s u x k s , stra-as & QU IRKY* vumwi'is imuwu 3hKrcr.t?n>t o j u o , or irovii-mKH isth, 1919, a t nva i:# hireotorc- present: Adrian h. Joyo ' 2', Haoknthorn :'ar; koore h. Jcborn&orfer 0* '., Kasc k. K# Hor&fauri C. h. Britfljan Jnraoa H# Dortysey One vacancy. Adrian I>* Joyce actod as ohairraan# This; nesting wa.3 called for the purpose of calling a stockholders* noeting for t-M* consideration of the reorganization of the Company, and the issuing of First Preferred gtook and Conwon Btook of no-prur value. The Chairmen thoroughly outlined the arrunf^oraontz he had completed with the banters in boivalf of the Company, for tho refinancing tmd reor*:anization of the Company* Ho nleo described in detail the various plants on which ho hid taken options to purchase in hie own name, or on vrhloh he hod completed purchase In Ms nnrao. Yfolle Uio need of our taking into our organization the various plants referred to by ;> ,7oyoo wan fully understood by each of the Mreotors present. It was tho\*j$it desirable not to *ry definite adtion until o 1 mooting# however, tho following Resolutions wore rcado, seconded* and unanimous ly carried# JirT-Oi/vBy* Tint a special mooting of tr.e Preferred and .'o::ron Vti'cWiOldorB of thin Company bo called, to he hold at the office of the Cor.oany, kadi eon ;venue, comer of Bore'', hood, Cloveliod, fhio, or. the IClh d..y of :<joe~.jber, 1919, at 10 0*0look ... i:-r t.x purpose of roorgtinising tho Olidden Company* pursuit to an lot of tho "hK- ' ogJelaturo parsed April Id, 1919, approved '.'ay FOtU, 191V, and fileu in t; e cffioc of the hcrotury of "-tate of Ohio Juno f/.id, 1919, entitled "An Aot to aut:icri?.e th`. fora.tl on n.\ rocrfSin- 1 seat ion of --or.-ornt ion? -with Conner, stock v:i vhwi ;v>r valve,lbo5?: i'oHlonn 67A6-1 to S'/AR-lh iii?lv* Iy q , oi the loner.O Cod of 'd.io}, r: ?.v to permit the issuance of sharer. viithout nor value, vivo authorized e-vAtul stock of tho Company ar. roor-"'!ii*od, to oo.k i.Pt of 4to,000 shares of which Yb,000 bhr.rtr rhnll bo seven ]>: r cent, cnamlf-tivc preferred, { hares havjr.r* a -.>r-r valve of v'lO0 each, nd 360,000 :::JL-ue sh'-ll bo eonr.cn tooncs, v/J t-:^ut riOv.inal or p-r value; i&vi so nc to pr-vvide for the preforoncet:, doDiga-atJorio, voting pxars mid rootriotionc of such shares -n; t>.>: conciderjitions fer which the s.-v.to ::ay frev. tir.'O to time bo issued u 'i; no Id | and so if- to provide IhM t:.o outr. vetoing N 1,000,000,00 of ,'referrea. Onr-itnl ;toc>: of t..*. corfA-'ratloi) be cxch:~'r>.i re fer f...r a liko u.ur.eit 0; ruoh sovc-r: xr cent# profon-cu coni to: :t.>c`.:oj t' . r .oreuri'h corr.or&tiori, i-.-.u to o: t- Provide : r- the (sa ^a'l-'-e of i v.l {t) re; oi ro per value co-n-;;>,: stoev o: tae* reor.'rni 1 snvl ccr-x>j-atJon :cr er.r.h rhi.--.ro of oat- sisiiuin:* ooci.ior. rtoc> c i the cori'oret:o.r. c f r v&lvc.- of 10D,u .' ':.c' ; or;.' i:'vice 5f r rial 1 t - ! 1; ; -vir.-: th.e ft .jj'j >. U- rv; :r e Ivr o--;..'. j-;orat lo:. ' r<-- 1 a t j on. TMI SUfiOrS COMfAS'V frit l - fco&K. GL0020940 J : *< 'I. >1 OV* * * . , t r . -2- tho subject of the disposition of all amounts of preferred and common stock of tho roorg&nifted corporation not required for the making of suoh exchange, oni the acquisition by tho reorganised corporation of various properties engaged in the untie or a kindred buciness, tho acquisition of which throu0\ the purchase of stock or otherwise lias been or nay be arranged, jmd that there also will bo considered the subject of amending the regulations of the Company, and there will bo transacted any other business which nay cone before any nesting of the stoofchol&ers of this Company; and EE''01VSDf Shat the offloors of this Company be* anu they hereby are* authorised an; directed to take all eteps in their opinion necessary or proper in connection with the oalling and holding of said special stockholders' meeting* BH'OhVrD, That the offloors of this Company be, and they are hereby autioricod an.*, empowered to do all and every act and thing in their judgment necessary, or proper, in order to redeem the bonds due December 1st, amounting to Twenty-five Thousand Dollars (25,000.00), and to call in and redeem the balance of tho outstanding bonds amounting to One Hundred and Twonty-five Thousand Dollars (125,000*00) as provided in the Deed of Trust dated June 1st, 1912* at one hundred and three(103) and aocrued interest, and to obtain a release raw cancellation of record of the mortgage securing said, bonds, Tne President called attention to the faot thp. t Om i 7 to r. c.'AUgO in Cashiers, it **'a: :.vury tb authorise tho si -jiature of J'j*. C. C* Kart ut our var ious larks in lieu of E# C. Shurtleff* former Cashier, who has boea transferred to arothcr position* Tnsr. upon tho following KesolutSon v;us rvnde, sec ::ded ro.d cr>>v >** :!: JC).: /hVi**, Tijat tho cinature of 0. 0* Kart be authorized on checks oounterr i>?tecl by the Officers of the Co-tv-ny, in lieu of ".r. -'.O.: hurtleff. Tnc JVopidor.t ni'or.ontou to tho nesting his vieve ar to the advisa bility of ectool i c?iinr- n branch f*t Doc Koines, Jovra, On ration duly nded, t:." ilu.vj). h.-v ion var unnjhnrjunly juieptoa and approved: h :. '.-V thrt th .;,T>:'h'e:'t bo nut.-.crjsed to nullify l-.v Co'.vanv in the :*vo;v- .. f leva, :.nd to take tu:y J j i . a): steps rocof.-: r.r;: tc on:-1 th(. Cc-:. u- i-.nv.inc.-:.. --I. S.1 late* '`n \ .'ci: duly soconuO !, "r, h. barnes v.'M enpointoh hreno*. .hi) }. ! v rlcn at Deo hoincr., c.rn. Vi-.v ct.VsjQht th^r. f.r.tt*.. t.n'a it '.w-.-j be r.iconrnr; to a - i-.A r. .*.. u tc r, n .:>r'rc unn h r.ntnros r.i In / ..him.;- , :o.v;-.* -...a nt , c n ..'t.'.; tfc llon'ing Heoclution v.a; vronh.^u-ly adopted anrl a-'.'r.'Vt ;; IHl CUDt'rhJtOMKKl R* C or* (i frrv * x Co^nt c t GLD020941 - 3- _ ___ H2:30J v.-:-), t?uxt the Treasurer he and hereby is authorised and instructed t;> oto.: an aocount for the Company with tho Central State Bank of Ues ::oines, Iowa am to deposit therein only such funds of tho Company as may ho :;er.t to V., B'imos from the *'in office of tho Company at 0 loveland# Ohio, such account to he in the nano of the Oomjaiy and fundc deposited therein to ho v/jthuravm only by chock signed by Adrian A. Joycet President# O, a * Parse, Vioc `.'roojd.ont, It, V. Horeburgh# Secretary and Treasurer, or Borne# in hie official capacity a Branch Manager* The Chaim^n pointed out the fact that there remained unissued, 2463 choree of the authorised Cownon Capital Stock of tho Company* In view of the oontomplated reorganisation, fuvi in order to provide additional working capital, the Directors thought it ticely to ofier right# to the present holders to got stock pro rata based on their holdings# these right# equaling approx imately 14)3* Tiieronxon, the following Resolution was Wide, seconded, and unanimously carried* ICJOLViD, tiiat the present holder# of the Comrcon Capital Stock of this Com;*any be given the privilege to purchase pro rata, based on their holdings, the unissued Oonraon Capital Stock of the Company amounting to 463 charesi at a prioe of C1&5 per share# t-*i iJuv the ^resident of the Company be authorised and instsueted to notify me stockholders in Y/riting of their rights to to subscribe# with notice that subscription should be immediately filed nii3 t:k*t oosh payment should be made by Itovomber 27th. l;pon motion, the mooting then adjoumod. IHt GLIDPF>; COM*AK> f-t Ci-k-1' f I *>'*. _ GLD0?094? -- ----;*>/' Y (>' `T":' :*s'----'T'**-' >' CALL AND WAIVER SPECIAL liti-TING OP DIRECTORS. We, the undersigned, all the Directors of The Olidden Company, of Cleveland, Ohio, do heroby call a special mooting of tho Board of Dlroetora of aaid Company to bo held in its office at 11OD1 Uadloon Avenue, Cleveland, Ohio, at 10 o'clock, A.U., on thlo 5th day of December, 1919, for tho purpose of obtaining a liconoo to eel! its own securitiee^nd va do hereby waive all etatutory and by-law requirements ao to notice of tSae, place and purpoeee of eaid mealing, and concent to the traneaction thertat of any and all buaineee per taining to the affaire of the Company* Cleveland, Ohio, December 5, 1919. tnr wiDMN coMt-Atcv t: >; x f Ai- GLDO20943 'A;.-'!- ranrar op rfisrro or sn: sam> o k d ibk mw r s o p ?& Gi.iDD\*i oy.V'Lx:r, bs u > a? t h i: o k -ic k or s.u: oor.wjrr* nooi u ad is o :: ay eh V3* .:m.*aa>, OHIO* on DBCUX^t KU'TH, 1919* A? 10 O'CLOCK A.il. r Directore Presentt Adrian '.u Joyce 0. : *. Haotathora James K. beisosey Gan r.ooro :u r.* Korsbur#! :G* bohorndorfer 0, Passe C. ?. Bri^iam One vaoanay. Adrian I>. Joyce noted as Chairman. This moating w&s called for the purpose of obtaining a license for the Conn&ny to soil its own aeeurities* The following Resolution was made* eeoonAed* and onrried: &S:'0LV3S)* That Adrian D* Joyce and R* H. Horeburgb, President and Secretary, respectively, of The Glidden o0sipany, e authorised and directed to execute for and on behalf of said Company* for the purpose ct obtaining a license as a dealer In bonds, etoefce* and other securities* and in real cctp.tr not located in Ohio* an irrevocable ooneent that any notion brought against such applicant srielnr; out of and founSed upon the fraudulent disposal of ouoh securities or property by such corporation bo brought in FranVdin County in any Court having Jurisdiction of the Fib/,cot ratter, an! tijat in the event proper service of process cannot be law upon this corporation in cuoii county, usit service of rwocess made therein by the sheriff of sail county 'tr Bending a oopy thereof by registered rv.il, ; t least thirty days prior to taking Judgment in such case, a'ijrocr.oi to th',:: c :vratJon at itr. principal office named in such ay Mention, shall have the c o m effect as if j> rsonally made coon this ccr;vrution in sue), county according to tno laws of the State of unio. ration, the mooting the.' ad/ournod* 1 A *, V # 'IHt GUOOr.N COMPANY W* cow f. fcoor.. ................................................ ^ > GID'u02iu0y94*4a "* ' ..... _ ,y- Cleveland., Ohio, Pecerrbor , 1919. To the Board of riroctore, The (ilidian Company. 1 hereby tonier ny resignation &e * Director of The Clidien Ccn:&~rt tr telre effect Sr. accordance the accgj>tence hereof. (p. d 1 Ht tUOriEK COK--AKT Ht-pv.r.r. Ek>ot;. I'a c f CI-D020945 ,:>s- t>w. CotiKtci o a t :-: fTATF or o::io CUYAHOGA COlT.fTY ) ) S3. ) r-TOnr. r. Cl&'tEUER, heir.*? firet duly ewom, eays that he Y.'ill faithfully and honestly |>erfoij^hl duty t*a a director of T;-:r: GTjsrrr: c o -.::v .?;y . rorr to an? suY.ccriV-o.1 V^fcro : o in rr.y jres)-co thie day of hoc-ar/bcr, 2&17 -O ,* !!oWry I'ublic c. rjS>1C '* % T*i OLIt'Ut N CCM'ANY M.ohoBMt. r*^t Cc>**r. ,,v> ` ";i . * . GLD020946 % V *4*a r \** . ./ tf-' 1 % '' ; i AFFIDAVIT i STATE OF OHIO, ) * gg CUYAHOGA COUNTY. ) R. H. H0RS3UR3H, bfeinc first duly sworn, says that he is Secretary of The Glidden Company, a corporation of Ohio, and that a copy of the notice which is hereto attached, narked "Exhibit A" and made a part hereof, was railed to each etoekholder of Ihe Gliddtn Coajxtny, at hie address appearing of record, at least two weeks before December 16, 191$, and published once a week for nt Uset two successive weeks in The Cleveland Plain Dealer, a new tor* per published air) circulat ing in Cuy&ho-n County, 0^5o, where!n the pri> cipil cffico of the cor poration is loci-tci- T H|. OtlOi.t I < k n fit.' ' ''v t,--.. CLP 020947 Cemno -........ \ i ..............I I THE OLIDDEM COMPANY TO HE ^PREFERRED AND COICiOK STOCKHOLDERS: Notice is hereby given thftt a special nesting of the preferred an conaon'stockholder* of said Company has been sailed pursuant to resolution of the bor.rd of Directors, to be held at the office of the Company, Madison Avenue, comer of fcerea Rood, Cleveland, Ohio, on the 18th clay of Decorober, 1919, at 10 o'Cloci: A. It*, for the purpose of reorganising The Gliddsn Coopc pursuant to an Act of the Ohio legislature passed April 1$, 1919, approved l ( 29, 1919, and filed in the office of the Seeretary of State of Ohio June 2, 1919, entitled "An Act to authorixe the formation and reorganisation of cor porations with comon stock without par value," (being Sections 8728-1 to 8728-12, inclusive, of the General Code of Ohio), so as to porait the iteuan of sharoe without per value, the authorised capital stock of the Company ae reorganised, to consist of 435,000 shares of which 75,000 shares shall be seven per cent* cumulative preferred shares having a par value of #100.oo each, and 360,090 shares ahftll be conncm shares, without nominal or par value and eo as to provide for the preference*, designations, voting powers and restrictions of such eharee and the considerations for which the same may fro time to tJm*> bo issued end sold; end so as to provide that the outstanding $1,$09,000.oo of preferred capital stock of the corporation be exchanged share for shore, for a like amount of such seven par cent, preferred capital stock of the reorganised corporation, and so as to provide for the exchange of eight (8) shares of no par value common stock of the reorganised corpora tion for each share of outstanding eoarvor. stock of the corporation of tho par value of $109.oo each. At ouch meeting there rill also be rroeonted for consideration arid action the rubject of the disparities of all eaounte of tuch preferred and cos-or, ptsol o j the reorgar.ited corporation not required for the niaking of each erchtnge, and the acquisition by the reorganited corporation of various pro^-rtiofc in tho sane or t. kindred business, the acquisition of which throu :h tho purchase of etoek or otherwise has boon or tr:> bo arranged. the v iiC At rush mooting there rill alt-o be considered the subject of amending of th;- Comply, and there rill tc trcu:e ctod any ot!.;r Ijciueee y cornu before any see ting of i:.e stockholders ? said corporation. Dated Clt-velsj.d, Ohio, December 2, 1919. A:'rin_n p. Joyce, President. K. Hortlurgh, Secretary. 1 HI OLIt'Ot N COMPMJ> H(CCI OW>r. r*0> t. A ' '' GLD020948 oy v.Z'W'Q or '>: sa/aa w MRaojoas or L'fi'-; oi.XJwr: coir.vjnr, -i/> at ;: irrion citns* c l s ?&4Kp, orjo, on o o k )3:;p. fcoth, in** a t a;-: r. Jirectors present* Adrian 1). Joyoe it. r. 'toretrarf::. James h. Dotupsey ja/n .'*-oore . * Brir^uuo 0. r* Haotethorn u. o. oGhorndorfer 0. ... ]lac so One vacancy Adrian L1. Joyce noted as Chairman. The Chairman pointed out the fact that this ra.-etin;; v/as called for the purpose of oiceussinc n&tterr relating to the reorganisation of the Company, uici. also to oall a special meeting of the Ctoettiolder* for a lator date for the purpose of roting upon the reor^Jiiaation of the Company and the issuing of first and Second Preferred 3too>:, and joamon StcsX of no-par value* After a thorough discussion on the part of all the '.Directors, it vrac the mautaoua opinion that so snny problems presented themselves and co mny phases of the organisation would necessarily have tc be passed upon by lor?..l oo.-nsel, that it was considered desirable not to ti-ho aqy definite action but to tahr the matter up nsr&ih at a later meeting* The ;hainwin explained to the meeting that he hd looked into ti*> business of tho Campbell Glass !< Paint Company of St* Louie, which Coro&ay had retail store branches in a number of cities in tho .outh, as v-ell &f a wholesale branoh in Kansas City, tnd was very much impressed viih the desirability 4 Vkti' taking over this trainees if pos iblft. Tiioveupon the following Resolution wr-r r.-tdc, seconded, and carried* "RL-X'l.Vil), T.'.M. ;ArionD. Joyce bo authorisod to lock into the *ossiMllties of t:;C On-'p3 oil Olnsr ;^;int :'i. Louis, r.'id its branches, and to obtain an option tor tho purchase of butine&c if pr:.;.itlc>, ti.to be later cubr.ittod to the .[t:>ard of ; irectsrs fer thoii* consideration." &% Upon r.ot ion, tho root! t v-* the:; sd Journal* 1HK ClIDDtN COMF-^NV BrCORK BSKH-.. s GLD0?09*9 ; . v. ,V. J ^;.ypv;Th h r--itit- y ' * P. S. You are requested to sign and return to the Secretary of the Conpany by not later than Deeera-^r IS, 1919, the enclosed nroxy, to which revenue stamps will be attached and cancelled In your nane. Such proxy will not he used in any case if the signing stockholder is personally present at such neetlng. *. THt Ol!vD'i COH-ANV r ,' o ^e. Vao * Co m*tct GLD020950 , .$ h 3 r -J '.'iM'f'.v ; 1 r r: 11 :' ; tt 4 * ** v tc fpc tS *ft < s fr- :`y / ir> O' fsJ o o -J o tut GlUOF*; COMP/.NY RtCO:<t &.> ,. F#o* Coprrct SPECIAL MEETING OF THE STOCKHOLDERS OF THE OXJDDEN CCUPAKT, Held at the office of the Company, Uadicon Avenue comer of Berea Road, Cleveland, Oiio, on December 18, 191$, at ten o'clock A. U. The President of the Company, Mr. Adrian D* Joyce, presided cad the Secretary, Mr. R. H. Horeburgh, kept the minutes. The Secretary submitted a copy of the notice of the meeting cad alee proof by affidavit that the notice hud boon nailed to each stockholder of record at least two veeke before the date eet for the meeting and had been published once a week for at least two successive weeks in the Cleveland FI* Jr. Der.lcr, a newspaper published and circulating in the County vheroin the principal office of the corporation ie located. Upon motion, copies of the notice and affidavit were ordered prefixed to the minutes of the meeting. Upon motion, Messrs. C. Snurtleff, L. F.Body aid John A. liruntor* were selected cs inspectors. Tne Secretary delivered to the inspectors c certified list of the Ftockholdere entitled to vote at the rioting. In due course the inspector reported that there were present in perron cr l>v prcjy the holier of record of nineteen thousand nine hundred and fifty-eight (lV,$t8) sharer. of common stock of the Company, out of a total of treaty thousand (20,000) sharer of common stock outstanding, end fourteen thousand eight hundred ivnd ninety (14,$90) shares of preferred rtocJ of t!ir* Comnar.y, out of p total of fifteor. thousand (U-,000) chare of prefer ifari-. ou*.fet tar c.v;,.- cc-a t titutir.-; : quorur. r.r follovr, - IMf OUDtJMJ COMPANY UKr.U`Pw.. Kfil CL002095? ffajY Df FSRSOK L. F, Body John U* Brunton F. X. Ciiddon J. F* Qlldden C. F. Haeknthona 0. A* Haeee R. H. Horeburgh Adrian D. Joyce 8. H* Barge V 1* Lofiggfforih Bare Heorc 8. C. Sehoradorfer X* C* Bhurtleff Jasee H. Dempeey, Trustee Humber of Staree Preferred CoSMCl 3,746 133 159 15 15 159 143 57 43 1*784 1,112 5,706 376 80 m 52 29 143 *y PRcuft (Repreroated by Uoeer i* Jiuoee H. Denpaey, 0* A* Haeee and R. H. Horcburgh*) Cora S* Andrews fW Andrew B. D. Blackwell C* F* Brightua Tne ClorelAnd Trust Comply, Trustee C, F. Brigiiar. ? ?* Briglta.*G<>orgc H. Chuidlcr Henry Coming H. E. Dielcnaan 1!. F. Etsrtch E* J. Fin la Erdly 1.. Glidden r. A. Glidder. Eliraboth !! Glic'den Francis Gliddtu Gertrude Gliide>n Julie. 1. Glidden li-?ry G. Glilcer. 344 220 73 2,191 67 3,760 75 6 sir * ML GLIC'DLN C < MTAMV KlCi/,'!irX'..^5( CC'fcKCC* 57 228 32 150 64 143 285 142 120 5 GLP020953 ;l..f - ?.,. *> V U<v,v. > BY PROXY - (Cont.) (Heprec-onted by We cere* Jams H* Dempsey, 0. A. Kaese end R* H, Horeburgh.) Mane Humber of Share Preferred Coonoa Henry C* Grehan 143 Ida Greece 111 558 Josephine Grceeelli 580 Virginia K Karrieon 10 100 Charles H. Haeee 50 Harry J* Hayden 427 Hayden, Killer Conpony 6,787 Guy Higgin* 72 J. H. Hint 15 I. 1. Holt 11 Li Kerbechek 10 J* L. Kleaow 45 Helen ft&nr.ey Large 80 J Iw Lathe 12 T. . Lyns-y- 75 John ! Hillard 120 Sdvard Y* Uooro 72 E J* Kevtor. J. H. Kotlv T. V* Power 8 25 16 \* C Par non r- 35 loairi.ee 0. C/uigley 90 The Citittrc Sr.vin.'fi tr::1. Trust Conwny, Eftete of C..':rleo forth 100 Starry $ Srith J. K. SprrrV.ie \ Joeephine Sprar.kle T h. Sta/'O 125 75 15 90 E. C. Street 22S C*. R. fitu17 T.e Superior Sr.vir.'-c and True! Company, 143 Trustee George P. I'cK&y 31C J. P# Varner 1. *. T?rdb:-.:.V 2S 105 C. Y/orefolr' 13 Henrietta 1* i:. 40 C. I, R.iUipn v. j. Gli.:dfc. 250 t IHt C.L KV>* f- COMf!A.NV ;t< r. : f.'.H-.' t *.r-U CLD02095A __BY PROXY - ( Cont.) (Represented by UoeVre* iaaoe II* Deapoey, O* A* Ifecse end ft H* Koreburgh*) Mames Ilunjor of Share* Preferred Cossaon iiary 0. Korion K. A, Korion Elieebeth Leonard Ralph & Leonard 23 33 76 33 If'*' / 9 v v /V u\ 'H tSUWOfr* OKF ANV Hi t,*s : t *pi;*x f A,*f C'**r-f " * GL0020^55 ':Xi. .5>-V ;V \ V ,V Til President submitted to the meeting n form of Certificate of Reorganisation which he said had beenjrep&rod by coxmeel acting under tho instructions of tho officer of tho Company and in cooperation with the banker*,and their counsel ,who expect to bteosoe purchasers of some of the dock provided for in tho reorganisation. Tho proposed Certificate of Reorganisation wae road in full to tho Booting. After diccueeion and consideration, the following resolutions were coved end seconded, * RESOLVED, That The Cliduen Company be reorganised so that such corporation, its officers, directors and stockholder*, shall acquire and enjoy all the rights, privileges, power* and exemptions, and become subject to a.11 of the liabilities and obligations imposed by an Act to authorise tho formation and reorganisation of corporations rith comnor. stock without par value, filed in the office of tho Secretory of the Stote of Ohio, on June 2, 1919, the suae being Sections 720-1 to 726-12, inclusive, of the Gene re. 1 Code of Ohio; ar:i further RESOLVED, That & Certificate of lleorgani ration of the Company be filed and recorded, pursuant to such Act, in tho office of the Secrot'-.ry pf V-? Stc-te of Oaic, containing tho rtatonente required by the statute and providing, nor.-: other things, that tho nur.ber of aViv.roe that may ntr.cef orth be issued bv tV.t, corporation shall, be four .-.uii.Ircd thirty-five thouf:ird (435,DGO) ef which throe hundred oixty t'.oucxi (R'0,000) thc.ll be common rtock, without any nor_ir.al or p r seventy-five thousand (75,000) ehrll be preferred ctocl, of erufjxvt or par value of One Hver'rei Itollnrc (slOC.oo) n.Ti. t.-"t the- to ret upon thich the nev choree cf t;* rocri.a-ired cor-orutioj, thal'. l-o issued ir. plnce of the outstanding choree* of stock c.-.'.il bo r.c follows, - Ir. place of the outstanding chcrt-r of preferr-?:' flock there s-v.Ll to if sued to the holder* thereof, vhc* have elected to make cuch exchange, for each ono chare there cf, c-nc- e. ".r< cf t. o aw preferred ctaci. of the reorgur.itefl corr:c*rc.t:ex* In r-*acc cf t..c ovistnr.iirg. nhnrcr of coer.ci. etock hr.ving pj.r value, t:.crc. re ictJi'C to the hclderc thereof, who h&vt elected to n.at.e sue. txc<, for each one share thereof, eight (0) chties cf the CO;::--, rlork Iv.vir.g re rrr'v.l o:' n-r v;.lu. ;f Ihc v^r*/ i. I zt i IMl 6t11>OtN COWP^.KX *-*c Ci-*r.rn GL0020956 *' C-S>iW*s4StS*- corporation; and further WCSOIffl, That such Certificate b* cicned by the Pro aidant or a Vice-president and the Secretary or Treasurer of the corporation who shill sake and annex an affidavit stating that they have bean authorised and directed to execute and file the Certificate by the vote, cest in person or by proxy, of the holder* of record f two-third* (2/?) or sore of each class of the outstanding shares of stock, irrespective of any provisions of the Article* of Incor poration purporting to dony voting poworc to the holders of any class of stock, at a sacetin^ called and held upon written notice, mailed to each stockholder of record at least two weeks before the dato set for the meeting, and published once a week for at least two successive weeks in a newspaper published and circulating in the county wherein the principal office of the corporation is located, and that such notice did expressly state the purpose of the meeting to be that of reorganising the corporation pursuant to said Act, so as to permit the issuance of shares without par aluo, and did stats the terme upon which the outstanding share wore to bo exchanged for the new shares; and furttor KESDliYSO, That the form and substane* of the Certificate of Reorganisation prepared by counsel, and submitted to this meeting expressly including the rights, p:*oforencee powers and restrictions of the preferred stock and t>f ih? common stock cf the Company, as therein sat forth, be, and hereby is, approved tuvi ordered affixed to the minutes of this treating, and th\t the President or a Vicepresident and the Secretary or Treasurer of the corporation be, and thsj hereby are, authorised and directed to oxeeute and file each certificate pursuant to tho struts, end to ex-3 cut* all rath instruments and to do all rich things as nay be r.ecc-esnry or expedient to effectuate ouch reorganisation &a5 to carry out the spirit and intent of those resolution. Tuc meeting thou proceeded to b\ -lot 0" the f oi t; oin/ resolutions The inspac-iort. received and co\t*txd V:.-; votes cent at. i .t most trig run a found and determined, and thereupon certified ond r rorto.' to .thf- meeting the res it, this!: x. r thvb the hollers of rccorl of nix-tee t'.c-u-.d iii'n :.\xr,:\ vd a-.-i : i fty-vig:.t (i9S50) shares of cor...'v:-;. stock cuv- of f ourte. ci ht s ;,v '1:` 1 t\l .-LUHJt k i t-p'r / n < K-- - r.r. f GLD020957 *,r r ix .mtsi * S'- hundred and ninety (l4,$90) shares of preferred stock of the Company hed voted in favor of ouch re solutions and no shares had voted against thee* Thereupon, it appearing from said report of the inapectore that aore than two-thirds (2/3) of each elate of the outstanding share* of stock, irreepec- tive of any provieion in the Article* of In/ corporation purporting to deny voting porere to the holders of any elaee of stock, had voted in favor of such resolutions, the President declared the resolutions duly adopted according to lev, and. upon notion, a copy of the certificate of the inspectors was ordered affixed to the minute* of the aestlng* Tneroupon, on notion duly made, seconded and unanimously carried, the following resolution vae adopted, - fft$0LV2&, That the Board of Directors of this Company be Rut'hAriecJ aad empowered, - (a) to coneunmato, as provided in the Certificate of Reor ganisation, tho exchange of preferred stock of the Company as reorganised, for proferred stock of the Company outstanding prior to reorganisation; and the exchange of no par value common stock of the Coopsny ns reorganised for par value common stock of the Company outstanding prior to re organisatioa; (b) To cozicua&ate, through the acceptance of options or othersrU-*, the calc or other disposition of any of the re alining pro .`erred Mock of this Company as reorganised, (with tho exception of Cikf 1'iHion five Hundred Thousand Dollars ($1,&00,000,od) in par value thereof), as full paid and non-esseBB&ble stock to purchasers thereof ut such price or prices, whether par, or more or less toon par, or for such considerations in money, stock of oinor corporations, or other proparty a* may he approved by the hoard; (c) To conr.iTaru.Hte the sale or other disposition of any pari or parts, of the rem.-.iui:y-- no par cordon stock of thir Company TH! CiUt>r>LN COWWNV Rttort; book. f*AOf Coxwrri GL0020958 {:. S' txs reorganised (with the exception of sixty thousand (60,000) aharea thereof; as full paid and nonassessable stock to purehaeere thereof* for money or property, at such price or priees, or for euch considerstlone in monoy, stock of other corpor&tiono or other property as r>*y be determined by the Board; (d) As to the ixty thousand (60,000) shares of no par common stock excepted from the operation ot (c) above, to consummate the sale or other disposition of the sane or any part or ports thereof from time to time to desorvins employoes at not loss^thnn Thirty Dollars ($30.oo) per share, and on ouch terns of credit or otherwise as may be approved by the Board. Thereupon, on motion duly made and carrioi, the meeting was adjourned imtil Wednesday, December 24, 1919, at ten-fifteen o'clock A. U. Secretary, 1 tl % TM* M.IW'fNCOW^.K'S fci<lv< GLO 0 ?09 59 * * x wr' ILkktl SN FAVOR of tho rooolutloso mitboriting tho filing of & Certificate of Rooi*ani*otion: - WAKES ttftCtR OF SHARK Cpmon* ` Preferred sfaftjv <&d tflsY/*/$$ sAtas ^ 4 < V :?*' V v.;.. Ws GMiCf; con a;v K(C<-M5 r-.>c". >t>t Ct .>!* ;.' GLD020960 ' -. r> ' . .' ' ; S-r jfUypRT OF IK5PSC70KB Cleveland, Ohio* j Dmis W //r, 191$. IX, the ur.dereigrsed* do hereby certify that we were preeent et meeting of the etoekboldere of The fllldden Company, held thie day, to vote on rccolutione authorising the filing of Certificate of Re organisation which should provide, among other things, that the number of eharoe that may henceforth bo issued by The Olidder Company shell be four hundred thirty-five thousand (435*000) of which throo hundred sixty thousand (860,000) ohall be earner, oteok without nominal or par $j vdur ar6 eevsv.ty-f ive thoveer.d (75.000) shall be preferred etook of 'c the anour.i nr j-r.r value of Or.e Rmdred Dollars (|100) each, ur.d that .:`i the term upor* which the net eh&ree of the reorganised corprrftiioj ehr.ll be issued it, place of the outstanding shares of stock, sbul;. fee at ;*?! follove: - In pltce of the outstanding chares of onmon stock having per value, there ehOl it* issued to the holder thereof for etch one ehrre *> ! *$ thereof, eight eharec of the common etock having no nominal or per value m of the rcor7.r.iyei corporation. In place of the outstanding chare of preferred aleck, there shall be if sued to the holder thereof for each or.e share- thortef, or.o hare of the preferred stock of the reorganised ;j Ttuvi;: 00i.7 K'X RirOKr ( ac iI Co.rrr-; GL0020961 corporation; that at said meeting * vers appoint*dt and aetsd as, inspector*; that there were present end voting et said masting /tt4`ky hare* of the eownon capital eteok of the Company out of e total of ii.tn-t, hore constituting ell of the outstanding sommon capital took of the Company; that there mere present end voting at said meeting /Vp><? eharee of the preferred cepital stock out of a total of nrpet eharee, the eame oonetituting all of the outstanding pre ferred etoek; that the stockholders who mere present, in pereon, had also filed written proxlee authorieing borer*. ^ and (?. ^ or either of than, to vota their stock in favor of euoh reorganisation, and that eaid stockholders requested said proxies to sign tbs ballot in their behalf; that the holders of record of /fr.rJ''shares of the common capital stook of the Company and the holders of record of/V'P'fc- shares of the preferred capital etoek of the Company, being teo-thirde (2/5) or more of each claee of the outstanding share* of stock, irrespective of any provision in the Articles of Incorporation purporting to deny voting power* to the holders of any cist?* of etoek, voted ir favor of suen resolutions end that no etockholder voted agtiini ihet. Inspector*! ___ V ^ __ >-------------------------- -- ^ ?i>; ci n:.k- c o u v /.v y Sc : l.i.. . Pt-c-t Ct v -i < CALI: ir.r: ?.*iv k . f.ivr.c !>*.:, n~ 1 x`.' TY'F'QT < > ; r-:t t'iO \.mdrc3c:r,rkdl <*11 tha t!lrctorf of Tha Glid.-an Corc-a^y, of Cleveland, Ohio, dc 1 are'by ci.ll a sf-'di.! raotir^ cf the hoard of Jlrcctors of *.`.id C:;any to ho held in its of'"ir.o *.*. 110C1 hiedioon Avor.u^, Clrvalt-nl, ?h< at 10:30 l' cloth, A. M* , or: this 18th dr>y of leccct-sr, )???, for tho t= ivrpooa cf feprointinr direct ora to fill the vacenciot crofted %. vy t? c ranlfTVitlon# of i:r.cr. C. 7. *^.ch-*ithorn and 0. 1. Ur5gusr, ff. i:rl ohtrinint -'thority to leaeo tha pltr.t of the Yaryan I:o*ir * 'turgor/.in* Cc-.;ary of rrunawicV., hr.5 r do horahy \ valve all etutv.tory arid other re.yji re;, snts as to notice of ! ties, y) st an 5 } -- yocer .;' j. id r-*'t!*v, c'-r-f.v-. t t: the tn.nc.--rt! :r, th-cr^t of f,v f rd all los'neec j ?: t-iinlrr- to the tffnir-fc of i\e Co i-i-rv, r ii'M i wr hi Hi GLD020963 k ( <.. *> / * t h : - * at * Co*-*.\ i SPECIAL KEETIKG OF THE BOARD OF DIRECTORS OF THE GLIDDEK CCIIPAKY, Held at the office of the Company, Uadioon Avenue corner Berea P.oad, Clove* lard, Ohio, or. Doecicber 16 , 1919, at 10:30 clock A* V* The following Directorc wore present Adrian D. Joyce 0* A* Kaeoe R. 11. Horeburgh ) Junes H. Dempsey Earn H. Moore S. C. Schomdorfer C. F. Kachuthorn C. F. Brigham constituting tho entire Boord, thore being at the presort time ono vacancy thero in. Tr;e President, Hr. Adrian D. Joyce, presided end the Secretary, Hr. R. :i. Korebvrgh, kept the r.ir.utcr. T.io SwcrH- ry a.lici attention to the in *r.* directorate* due to the recitation cf Hr. Herbert K. OstPE, which had previously l-eon accepted. Tr. St cord H. Lvrg.t r;.i nominate? tr Director to fill cuch vacancy end, or, cot:.or duly redo, secor.dt d end vm-.r.irMitily carried, was elected. Dr. Z/irge, teiv.r. *-ri rtr.t, re r tht reuser, rvrcsi. to faithfully discharge hie Cutlet t.t r. Director of the Cor.umy, and took hit place ir. the Board. T;.e Pror.iric..t o.nlMr.cd to the retting the negotiation which he had h'.d with e group Cf f.. the cortrcl tho Yeryan Ror-in l, Turpentine Co: p:.ny, * corporate of ~rri*.. j:v rVtei that there would be cn u-.ucun! Yf.t. < COkf'ANY Ki".o*s_- C-Aot CLP 0?0964 Co%crT opportunity to nafce ft good profit through the production of turpentine and various ty-prcducte, end that he felt euro he could successfully consumnAte crmiigemonte to lease the entire plant and assets of the Yaryan Company for one year with nn option to purehaee r.t the end of that time - the agreement to provide that net profits, derived from the operation during said year, should be divided equally between the Yaryan Company wid The Glidden Company, but that, if the option to purchase should not be exercised. thr Company rhould receive twe-thirde of the profits and The Glidden Company one-third; The Glidden Company aleo to be responsible for the proper uoe of the property and aecetc of the Yaryan Coapany and to turn over to the ownore thereof, in the event of not exorcising the option to purchaeo, caeh or property in kind of ft sufficient amount to equal the value of the property, at determined by an inventory ond appraisal which ic to be mode prior to Tne Gliddor. Company assuming control. After full dieeuetdor thereof, upon motion duly naio, seconded and un&nir.oucly carried, the following resolutions were adopted, - RSSOLVED, Tnat the President of this Com cany be, and he hereby is, authorised to consummate arrcr.gemonte with the Yaryw. ho sir. & Turpentine Company for the ieaeinr. of the property of caid Coanany for the term of one year, said lease to contain en option to purchase, at the end of said period; ar.d Tiic'.t in officers of title Company be, and they hereby ore, authorised aid directed to take such etept as may in their Judgment bo necessary or proper in connection rith the cor.f.u.-^:tior. of said arrar.f.er.eiitF. THE GLIDDEN COMPANY MCMO Bo o k PAC.K GLD020965 COMAICT Thereupon the Secretary presented the resignation of Ur* C. F. Brigham as Director which, on motion duly made* seconded end carried, was accepted. Ur. Henry C. Grahan was nominated as Director to fill the vacancy caused by the resignation of Ur* C. F. Brigham end, upon motion duly mode, seconded and unanimously carried, wae elected Director. The Secretary then presented the resignation of Ur* Charles F. Hackathorr. as Diroctor* On motion duly made, seconded and carried the ease woe accepted. Thereupon Ur. George K. Chandler wae noraainted ns Director to fill the vacancy caused by the resignation of Ur. Char Ice F. K&cknthcrn, end upon co-Hrm duly made, seconded and unanimously carried, was elected Director. Thereupon, on motion duly wade, seconded end unanimously carried, the meeting vue uetjourned to reconvene at tho office of the Company on Kedr.eedr'y, Deccr.her 2i-, 1919, at ten o'clock A. U. Secretary. rv* a **-*> tHt GLICDLN COMPANY fttcot> Bo o k . Pa c k COftfttCT GLD020966 rinrcroKo* o at h 5TATI or OHIO ) ) . S, CUYArOU. COir.TTY ) Dli. ?rCOfJ? H. LAJ\3Y , losing firet d':ly sworr., says t'-.at he rill faithfully' etvi honetly perfor... hie duty ae a r.irector Of TilL OLITCK- C0:4PASY. lA tv^rc. to ani cuhc-oribed Vaforo s-.o 1' K" j-rsss^ce t'-.i t A'' day cf I;ece.:hfr, 1919. _____jAdu...cjLc, :'ct:vry ruhlic * ** * >* IHt auoorh COPAM> *>ti Pc< r*o co*tci GLD020967 Cioveland, Ohio, Decrrfcer /*' , 191$. tfo the Boar4 of Tiredtore* The Glidien Ccrrpemy* I hereby tender ry retictution a a T>troetor of The OISlien Corpany, to tt\e effect Ir. ac.-or.-'ance with the acceptance hereof. XI tr f ta AMk&s* rc-*K r- . .0 ... ....' < S' ' s\ THI CtlOI>N COMfANV M*CO*t* &',>*, r-AOC ifc GLD02096B 1.s e c t o r s * ora rr onio cn*Aro,.A ccrrry ) ) s&. ) V.lZl.'i c. GRAHAM, 'fccsln.*; firet duly *worn, wye that ho will f&lthfrlly und honestly psrforw hi duty a* a. director of ra o mt o e; c o u paw* lTotary Public. UY CCMUIS&ON EXTUS KilU MU. MU TMt CUODfN COMPANY GLD020969 ADJOURNED 8PSCIAL UEETING OF THE BOARD OF DXRSCTCR& 07 THE OMWW COMPANY, Held at the office of the Company, Madison Avenue comor Berea Rood. Cleveland, Ohio, on tedneoday, December 24, 1919, at ten o'clock A. U, pursuant to adjournment* Present: Messrs, Adrien D. Joyce, S. C, Schorndorfer, g* C. Sliurtleff and R, K. Koreburgh* Tne President, ISr. Adrian D. Joyce, presided, and the Seoretary, Ur* R* K. Koreburgh, kept the minutes. Upon motion duly &ade, seconded and unoaimouely carried, the meeting vac adjourned to reconvene at the office of lleeere. Squire, Sander A Pempeey, 1201 Lifoder-Kevc Building, Cleveland, Ohio, on Friday, December 2$, 1919, at four o'clock P. ", The OUDDIN COMPANY a d j o u r n e d s p e c ia l me e t in g o f t h e s t o c k h o l d e r s o f THE QUXD COiPANT, Hold at the office of the Company, Ladison Avenue comer of Berea Road, Clove* land, Ohio, on Wednesday, December 24, 1919, at ten-fifteen o'clock A* U., pursuant to adjournment* Tne stockholder* present in porson were * Adrian D Joyce S. C. Schorndorfer C. Shurtleff R. H. Itoreburgh In addition thereto Hr. R. K. Horsburgh represented ee proxy the persons whose names are listed in the minutes of the special meeting of the stockholders held on December 18, 1919. Tne total amount of stock represented in person or by proxy was nineteen thousand nine hundred fifty-eight (19,958) shares of eosnon stock and fourteen thousand eight hundred and ninoty (14,890) shares of preferred etoek. The President of the Company, Ur. Adrian D. Joyce, presided and the Secretary, Ur. R. H* Horsburgh, kept tho minuter. ii Upon motion duly mode, recorded and unanimously carried, the meeting vac adjourned to reconvene at the office of Uescro. Squire, Senders f. Dempsey, 1?01 Lcodcr-Ncwc Building, Clsvelend, Ohio, on Friday, Deces.ber 26, 1919, at five o'clock P. M r t OM* A **** 5ecretr.xy. THE GMDPEN COMf ANY RfC,?KO So* Pao * Counsel GLD020971 MCM'A" 9 Cleveland, Ohio, Deceaber 2$, 1919* V, the undersigned, being all of the Director* of The Giidden Company, do hereby valve all notice required by It* or by the regulation* of t&id Cospany, relative to the tine, place and object of an adjourned special nesting of aaid Board of Directors, and agree to meet forthwith at the effioe of Uessrs* Squire, Sanders & Do&peey* 1201 Leader-hew* building, Cleveland, F(W ui THS OtlDC'S'K COMPANY f-AQt COAftSCT GLD020972 ADJOURNED SPECIAL MEETING OP THE BOARD OT DIRECTORS OP THE GLXDDBH CCMPAKY, Jkld at tlw* office of Uosero. Squire, Sendore * Denpsoy, 1201 Leader- Kewe Building, Cleveland, Ohio, on Friday, December 26, 1919, at four o'clock P. ii., pursuant to adjournment* The following Directoro were present, - Mricn D. Joyce George n. Chandler H. C* Orahua K. H* l oroturgh Sam H* lioore 0* A. Haoee S C Schomdcrfer S. H Large James H* Dempsey constituting the entire Board* The president of the Company, Mr* Airier. D Joyce, presided, end the Secretary, Mr* R. H. Korcturgh, kept the minuter. The P^cnident r:ado a etatemer.t to the meeting as to tho plant formerly owned by the No.,,. Brewery Company, ir. Chicago, Illinois, which hr had arranged to purchase fer *lbC,000.ee, end which ho offered to turn over to the Company' :t tho-cert thoroof to him if the hoard should approve the purchase thereof. After i> direuesion ec to the advisability of acquiring the pleat, thich l!r Joyce Bitted v-.t rcll rc'tpicd for the rr.nufacture of r.ut nnrgcrir.c and would enr.- 'e the Cor pray to undertake a line of lusinet* which would c.id ir, the development of ito other liner, upon roller duly cade, recorded ar.i ur.rr.imcurly ''C.rri.tt, tl o following rerolutior. rer adopted Vy rll of the Directors *JME GUDDIN COMPANY ftreono Br-a*. FAOr convict with the exception of Hr. Adrian D* Joyce, who refrained fron voting thereon, RESOLVED, That the officers of this Company be, and they hereby are, authorised to rake all arrangements ir. their Judgment necessary or proper in order to acquire on behalf of this Coepony the plant heretofore belonging to the Hoc* Brewery Company, situated in the City of Chicago, Illinois, for the cum of Ctoe Hundred and Fifty Thousand Dollars Ul50.000.oo). Thereupon, on rotIon duly node, seconded and unanimously carried, the aeetSn^ not adjourned to reconvene nt the Union. Club, Cleveland, Ohio, on Tuesday, December 30, 1919,at airtu o'clock F. U, Secretary . *e t-jtiv T'l THE CLIODEN COMPANY Htcotv B^o k , l**ot CoftAtct ADJOURNED SOCIAL UEEtXMG OF TIC STOCKHOLDERS OF WE GLIDDOi CCUPJWT, Hold at the office of Besses* Squire, Sanders ft Dempsey, 1201 Leader-New* Building, Cleveland, Ohio, on frlday, December 26, 1019, at five o'clock P. K., pursuant to adjournment* The following stockholders were present la person, Adrian D. Joyce George &. Chandler H* C* Graham R* H Horeburgh &ua H. Ueore D. A, Bases 6* C* Schoradorfer 6. H. Large Janet H. Dempsey In addition thereto t&sure* Jamoe H. Deopeey, R. H. Horsburgh and 0. A, Kasse represented no proxies all the other persons whose noses ore listed in tte minutes of the special casting of the stockholders held on December 16, 1919 ac having been present thereat in person or by proxy* The total amount of etock represented in poreon or by proxy was nineteen thousand nine hundred fifty-eight (19,966) chares of conrson ctock end fourteen thousand eight hundred ar.d nir.sty (14,696') ehoreeof preferred etock* The Rrosider.t of the Company, Nr. Adrian 2>. Joyce, presided and the Secretary, IZr R. K* Horsburgh, kept the minutee* TJpor notion, duly made, seconded and ur.animouely carried the meeting rtjnnte to reconve.-.t, rt the Union Clvl, Cleveland, Ohio, on Tu,,:,.y, THf OtinOtN COMPANY *OOK, VKHt CO*er.i GLD020 975 . ' -v / December 30, 1319, iaoediately after the eloee of the adjourned epoclal tteeting ef the hoard of Director*, which U pet for at the ecune place at rter. o'clock P. U, on caid date. -vo* ! TMC C*LlOCJ>N COMPANY fCO*iC; fcs .><> . PAUt Cl>***Ot GUD020976 r<r* A ** APJOWZD SWCIAL WOTHOt OF THE BOARD OF DIRECTORS OF t* OLXttC CCUPAKT, Held at the Union Club, Cleveland, Ohio, an Tuesday, December SO, 1919, at seven o'clock P. U., pursuant to adjournment* The foUevlng Directors vers present, - Adrian D* Joyce George H. Chandler H. C. Graham R* H. Horsburgh Baa H. Moor# O* A* Basse 8. C. Bchomdorfsr 5. K* Largs Janes H. Dempsey constituting the entire Beard* The President,Mr. Adrian D* Joyoe, presided aua the Secretary, Mr. R. H. Horsburgh, kept the minutes* The President reported that the Certificate of Reorganisation, authorised by the riockhoi^ere at their special meeting held on December 18, 1919, had been duly executed on behalf of the Company on December 29, 1919 and filed in the office of the Secretary of State of the State of Ohio on December 30, 1919 oci by him recorded in Volume 236, Page 350 of the Records of Incorporation; also that a worn statement of assets, as required by th Statutes of Ohio, been duly executed or. behalf of the Company on Decembe 27, 1919 and filed in the office of the Secretary or State of the State of a:io cm December 35, 1919 arid by him recorded in Volume 238, Pa-e 360 Of the Records of Incorporations* *.*'V: *HC GU'OOHi COMPANY Wtcvfcc 09C>K.rAai Cowd GL0020977 -rcvvtse* Thereupon the Secretary presented to the meeting a proposal froa Ur* Adrian D* Joyce, roadlag mo follow#, "Cleveland, Ohio, December 90, 1919, The Glldden Company, Cleveland, Ohio, bear Sire; Within a few day* X expect to be la a position to deliver, or emuae to be delivered, to you, threap the transfer of steel ownership or otherwise, the satire properties mad businesses of the following corporation#, te-wit: She A. Wlihslm Company, a corporation of Penn^ylvanfs, principal office at Reading, Pennsylvania; Nubian Paint A Varnish Company, a corporation of Illinois, principal office at Chicago, Illinois; Campbell Class and Paint Company, a corporation of Missouri, principal office at St. Louis, Missouri; American feint Work#, & corporation of Louisiana, principal office at New Orleans, Louisiana; Twin City Varnish Company, a corporation of Minnesota, principal office at Minneapolis, Minnesota; , 1. L Blood and Company, a corporation of Minnesota, principal office at Bt* Paul. Minnesota; Heath & Milligan Manufacturing Company, a corpora tion of Illinoie, principal office at Chicago, Illinois; Adams A Siting Company, a corporation of Illinois, principal office at Chicago, Illlnoi*. Tne boobs and records of the eight corporations, above men tioned, are now being audited as follows, - Meoers* Pork, fetter 1 Company, of Hew fork, are auditing the book# and records of Adams 4 Citing Company; Maccrs. C. Robinson l Company and J, 0. Lengeton, both of New Orleans, Loukdana, uro auditing the boobc THE CUOOCM c O'MPAWV ft*r*n SK*OV WA4* GL0020976 r ----- ' T I rt * a as. and record* of Joerican Paint York*; Messrs. Erast ft Smet, of Cleveland, Ohio* ars audit* ing the book* and record* of ail tbs remaining corporations, and are al*o unifying the audit* of all of the properties and businesses mentioned in this offer* I expect alto to be In a position to deliver, or cause to be delivered,to you the plant and equipment of HowA City Linseed Oil Company, (unincorporated), of St* Louis, Missouri, Subject to the eosditlon* hereinafter art forth, X hereby effer to deliver, or cause to be delivered through stock ownership er other wise, the properties and businsases aforesaid so that there shall be as contingent obligations, ^o ponding lav suits or important elates, no long tern employment or other contracts, or other condition# shleh actorially modify the figuros at to the assets and liabilities of yotr Company as reorganised and unified,*# stated In a tentative consolidate* balance sheet prepared by Messrs. Erast ft Erast, dated hsaeatber IT, 1910, and so that said properties will be free of eoewabranose, in consideration of the foilwring, - (a) The issuance and delivery to me, or ny nominee#, as fall paid and non-eeeessable, of tveaty-four thousand seven hundred sixty-tso (29,762) Bharee of your seven per cent# (TjC) preferred capital stock; (l) The iesunncs and delivery to me, or y nominees, ns full paid and con-assessable, of fifty-two thousand (52,000) share* of your no par value cesaan capital stock; (c) The payment to me, or ny noainees, of T*o Million Nine hundred Seventy-one Thousand Three Hundred tety-two hollars and Fifty*. one Cente ( 2,971,322*51) in money; (d) The peyaent to xac, or ny noaineee, of such additional sun of money a* any be necessary to cover all interest charge* oc tmt* advanced by no for tho acquisition of tho foregoing properties and businesses, also fee* of counsel end of auditors, disbursements for revenue stamps, traveling expenses and other expenditures made in connection therewith; * (e) In connection with the acquisition of the property end business of Te A. Vilhelm Company, you are to author!*# the officers TKC GUtvDEN c o mp a n y Rtco*c Co o k . Vac * Cornier GLD020979 of The Glidden Company, whs** requested by ms, to eanoel ths existing least Iron The A. Wilhelm Company to lb* Glidden Company of it prop erty and business* Of tbo proforrod stock to bo delivered to as, oo above provided, x am to uee eleven thousand one hundred sixty-two <11,162) shares in acquiring the property and buolneeo of She A* Wilhela Company; (f) In connection with the acquisition of the property end business of Heath A Milligan Manufacturing Company the method to be followed it outlined in a propo end contract betooan the National Load Company and The Glidden Company which provide* for the delivei? Of the stock of the Heath A Milligan Hanufaeturing Company and the payment therefor in eaah and notes by The Glidden Company, said contract being submitted to you herewith* fou mill kindly authorise the execution of said oontraet by separate resolution, upon the understanding that 1 shall pay the purchase pried of said etock, .... both oash and notes, as set forth in eaid oontraet, out of the money to be delivered to me, as hereinabove provided* . For the aforesaid purpose and to the extent provided in eaid oontraet you may, if you so elect, deliver to ms your notes payable to the order of Katlenal Lead Company, in lieu of a like aaount of money* In the event, in connection with the conrusKWticn of the merger of the properties and businesses hereinabove mentioned, I shall find it neeesoary to incur or assttee obligations other than as herein specifically mentioned, X tfoall trust to yu? fairness to agree with me as to what, if any, portion of any sueh obligation* should be assumed by you* X am to derive no profit from the turning over to you of the foregoing properties and businesses other than where in some minor Instancee stockholders in certain of the merged companies prefer to receive cash instead of stock or stock instead of cash and X have agreed to furnish the same* I am also interested with the under writers in your new financing* Tne underwriters are simultaneously making to you propositions for the purchase of preferred and common shares. If you accept thie offer of mine, it le understood that neither you nor Z will be berni hereby unloee euch offers ef the mderwriters b accepted and the pile cuid purehs.ee of r-toek thereunder be concuomated, in which event the obligations imposed on you and cm me, by the acceptance of thie offer, will be binding upon U8 both* Aoepectfully submitted, (Signed) ADRI#C D. THE CUDOEN COMPANY RECORD BOOK. WAOE Co r r ec t THM A * Tne Secretory suggested that before acting upon ths foregoing ' ^ 'a proposal of Ur. Adrian D. Joycs It would bo host for tho Board to eonUor ' ' f * \i" on offer uda by Messrs. Hayden, UlUor 4 Company on behalf of hwwiwi < *xA their associates, relative to the purchase of certain shares of the no par value conaan stock of this Company. H thereupon presented to the . meeting an offer from Messrs. Hayden, Miller 4 Company, reading me follows, "Cleveland, Ohio, December $0, 1419* The Olidden Company, Cleveland, Ohio. Bear Sire: Oa behalf of ourselves end our associates, we hereby offer to purchase, or oauee to be purchased, nineteen thousand four hundred eighty (19,460) shares of your no par value common stock, for which you shall receive the sum of Ninetyseven thousand Four Hundred Dollars ($97,400.ee) Very truly yours, (Signed) HAYD2K, UXftlR 4 CO." Thereupon the following resolution mas node end seconded, - WHEREAS, in the opinion of this Board, it will be for the beet interests cf this Company, In the event Hi'. Adrian D. Joyce shall find it possible to arrange for the acquisition by this Company of the properties and businesses of the severe! Compan lee mentioned in his offer, dated December 60, 1919, to sell nineteen thousand four hur.droi and eighty (19,460) shares of Its r.o par value oonaon stock for Kir.ety-eeven Thousand Four Hundred Dollars (|97,400.oo) in order to provide funds required in connection with the aequisi ller of et id properties end businesses; THf &UODFN COMPANY NtCOfcD Si'o*. PAO* Co**tC1 GLD020981 KWi i 80V> THEREFORE, BE XT RESOLVED, iat, In the event Ur. Adrien D. Joyce shall find it possible to arrange for the acquieitice by this Company of the properties end businesses of the several Coo-* panics mentioned in his offer, dated December SO, 1919 the offleirs of thie Company be, end they hereby are, authorised and directed to notify Me eere. Heyden, Miller A Company of the acceptance of the offer made on behalf of themselves and their aeeocietes to purchase nineteen thousand four hundred and eighty (19,480) shares of no par value common stock of this Company for the sum of Klnety-eeven Thousand Four Hundred Dollars (f97,4O0oe), end to take all steps in their judgment necessary or proper in order to consummate eaid sale. After full discussion and consideration the foregoing resolution nt -eubttitted to vote of the Directors oho voted theroon as follows, * Georgs K. Chandler H. C. Graham R. H. Hortburgh * Sam II. Uoore - 0. A. Hasee S. C% Schonxdorfor - 8. K. Iyxrgc James K. Dempsey - aye aye aye aye aye sv* e eye aye Ur. Adrian D. Joyce stated that he preferred not to vote because of the connection between the acceptance of thie offer and the poeeible acceptance by the Company of hie own offer, dated December $0, 1919. Thereupon the Chairman declared the resolution duly adopted. Thoreupor* the following resolutions wore r.sde and seconded, - RESOLVED, That in the opinion of thie board it will be for the best interests of this Company to eecspt the offer of Mr. Adrien D. Joyce for tho traneferto thie Company, through clock ownership or otherwise, of the entire proportic-c and businesses of the corporations mentioned in hie offer and aleo the plant equipment of Mound City Massed Oil Comply, unincorporated, cf Sw, Lou-xs, Uiecouri, upon the terms and conditions set forth in j.id offer; and * > THt t*VCUrw COMPANY nnocMO ac*fK. r-.ee GLD020982 >^ -Virjfcfst -b>r. : . '-* -- ~ -- Counter ;VM3 r(M>K A 1U i RESCLVID, That the officers of this Company be, and they hereby are, authorized and direetod to accept said offer cm behalf of this Company* end to exeoute all document* and taka all steps in their judgment necessary or proper in order to fully carry out on behalf of this Company the terms of the agreement made by the acceptance of eald offer; end RESOLVED, That the action taken by the officers of this Company, in executing the agreement with National Lead Company re latire to Heath k Uilligan Manufacturing Company, as of September 30, 1019, be, and the same hereby ie* ratified, approved and confirmed. After full dieoueeion and consideration the foregoing resolutions were submitted to rote of~the Directors,who voted therein as follows, Georgs Chandler K. C. Graham R# K. Horcburgh Sam H. Moore O* A. Ho bs # S. C. Sehomdorfer & H. Large James H. Dempsey - aye aye aye aye aye aye aye aye Hr* Adrian D* Joyoe stated that he refrained from voting thereon because the proposal had been made by hl^ Thereupon the Chairmen declared th resolutions duly adopted# Thereupon the Secretary presented to the meoting the folioring offer from Horcrr* Hayden, Hiller k Company* - The Clidden Company, "Cleveland, Ohio, December 30, 1919* Cleveland, Ohio* Dear Sirs; Upon the conditions hereinafter set fort;., the ur.dersigned THE OLIODEN COMPANY KKcoHt *o o k . yM*x Coii<ei GLD020983 ... *> - -i i ** t?5? hereby propose that when and if The Olldden Company shall hav# bsen reorganized under the Ohio No Par Value Common Stock Act, in tbo manner contemplated in the Certificate of Reorganization of laid Company, authorized by its stockholders at their meeting held cm December 18, 1919, and when and if the unification of the property and buslneee of The Clldden Company with the properties and businesses of other companies shall Lass been completed in the manner and cm the terms set forth in a proposition mads to you by Ur* Adrian D* Joyce, under oven date Imrewith, we and our associates will pur chase, or eaueo to be purchased, from your treasury at the price of par plus accrued dividends, if any, twenty thousand two hundred and thirty-eight (20.2S6) shares of your seven per eont* (f)0 preferred stock provided for in the Certificate of Reorganization above mentioned, you to pay us as a cosnisaiom therefor seven and one-half per cent* (9-1ftfy of the par amount of the stock so purchased This offer 1 conditioned at folio**, - (a) That you shall arrange vitb the holders of eubetantielly all of the preferred and shares, which we do not cause to be purchased at above provided, that during the period of at laaet six (d) months from the date of delivery of said twenty thousand two hundred ond thirty-eight (20,286) shares such other stockholders shall not without our approval permit their preferred and eoroon shares to be *Jiu or offered for sale; (b) That the Transfer Agent and Rerlrtrar at Cleveland of the preferred and common stock of The Glidden Company shall be Union Commerce National Bank of Cleveland and The Citizens Savings end Trust Company, and that the Transfer As*t and Registrar at New York shall be the Mercantile Trust Company and The Chess National Bank of the City of New York; (c) That you will as promptly as possible, and as requested by u p so to do, arrange for the listing of your preferred and comer, olioret- on the New York Stock Exchange; (d) That all legal natters in connection with the conmusaation of your reorganization and the unification of the properties and businesses tbove mentioned A.all be subject to the approval of Nesere* l .j >>"% > S'. T,it GUDDf>0 COMf;ANV Bicowt' Boo,, Wjiae C**tev GLD020984 *cv*IT** &1 * *t#* 7 vvt Rushmore, Biebe* ft $tero, Mosers, Squire, Bandore ft Dempsey and Hr* H. B. UcGraw, whose charec and expenses shall be paid by you; (e) That as to the {Hidden Company end the companies proposed to be w ifled with it, there are no contingent obligations* no pending lav suite or important claims* no long term employment or other contracte or other conditions which materially modify the figures as to the assets end liabilities of your Company as re organised and wifled, ae stated ir. a tentative consolidated balance sheet, prepared by Ueeere. Kmet ft mot dated December 21, 1919, end that upon the completion of such reorganisation and unification the merged properties rill be free of eneumbraneee. We understand the sxlstenco of the contingent obligation which you have as to ths guaranty of preferred dividend on capital stock of The Glldden Stores Company, and we are eatisfied to have The Glidden Company aesuns the obligations as to ths acquisition of the Maas ft Biting Company property and business, that of The A, Vilhelm Company, and that of the Heath ft Milligan Manufacturing Company, mentioned in such proposition of Hr* Joyce and In accordance therewith. This offer on behalf of ourselves and our associates is upon the understanding that neither you nor vs vill be bound hereby unless Ur, Joyce's proposition be accepted, rnleee also our proposi tion* on behalf of oureelves and associates for the purchase of cocncn stock, and tide proposition be acospted, in which event the obligations imposed on you and us thereby will be binding upon us both. Respectfully submitted, k a y o s ; , imiR ft c o mpa c t By L. B. Williams (Signed)" Thereupon the following resolutions were made and eeccmded, - RSSObVH), That in the opinion of this Board dt vill be for the beet Interest* of this Company to accept the offer of Keeere. Hayden, Killer ft Company, on behalf of themselves and their aeoociatoe, to purchase tve:.ty thousand two hundred ar.d thirty-eight (20,213) shares of the cover, per cent, {?) preferred etoch of this Company t the price of par plus accrued dividends, if ti.y - they to receive a commission, for the securing of e purchaser or purchaser*. therefor, TMt GUOl.'fN COKf'AN'f fuc^rsr ts Pf Co*tc.t GLD020985 equal to wren and one-haIf par cent, (7~l/2# f the par aaomt of the stock so purchased; and ASSOLVED* That the officers of this Company be, and they hereby are, authorised and directed to advise Messrs, Hayden, Wilier * Company of the acceptance of said proposition, and to do all things in their judgnent asosscary or proper in order to arry out t&ld agreement on behalf of this Company* After full discuesicto and consideration the foregoing resolution# wore submitted to vote of the Directors, who voted thereon as follows, > Oeorge H. Chandler * H. C. Graham *> A* H. Horeburgh ** Sam K* Moore 0* A. Basse *> s. C. Schomierfer S. K* large James H Dempsey * aye aye aye aya aye aye v aye Ur* Adrian D, Joyce stated that he preferred not to vote beeauss of the con nection between the acceptance of this offer end the acceptance by the Compan; of hie cam offer, dated December AO. 191V* Thereupon the Chalrjsan declared the resolution* duly adopted* Thereupon the Secretary presented to the meeting the following offi fro.t tfecers* Hayden, Wilier ft Company, * The Glidden Company, "Clevelend, Ohio, December 3D, 1919* Cleveland, Ohio* Door Sire: 2n the event you shall consummate the file of t-anty thousun two hundred thirty-right (20,238) eharoe of your seven per cent. (#) TKS CUDDt N COMPANY Rrcoifi Bo o k . P*or GiDO20986 Con^tc' preferred capital etoek in compliance with the terms of the offer of Messrs. Hayden, tiller ft Company to you, dated December 30, 1319, we offer on behalf of ourselves end our aeeoei&tes to purchase, immediately after euch eonsummation, seventy-seven thousand nine hundred twenty (77,920) shares of your no par -value common stock and to pay you therefor ftro Million Three Hundred Thirty-seven Thousand Six Hundred Dollars (|2,33?,600*eo). Very truly yours, HAYDEN, MILLER ft CO. (Signed)*1 Thereupon the following resolutions were m*i end seconded, - RESOLVED, That in the opinion of this Board it will he for the boat interacts of this Company to accept the offer of Messrs. Hayden, Miller & Company to purchase, on behalf of themselves and their associates, seventy-seven, thousand nine hundred and twenty (77,920) share cf the no par value coanoo stock of the Company for the sum of TWo Million Throe Hundred Thirty-seven Thousand Six Hundred Dollars (12,317,SOO.oo); and RESOLVED, That the officers of this Company be, and they hereby are, authorised and directed to advice Mossre. Hayden, Miller ft Company of the acceptance of caio proposition, and to do all things in their judgment necorsery or proper ir, order to carry out ceid agreement on behalf of thie Company, After full discussion end consideration the foregoing resolutions were submitted to vote of the Directors, who voted thereon as follows, - George N. Chandlor H. C. Graham R. H. Horeburgh Sam H. Moore C. A. Haeet - S. C. Sehomdorfor S. H. large - Jomos H. Dempsey - ays ays aye ays aye aye aye aye Mr* Adrian D. Joyce stated that he preferred not to vote becr.usc of the con- neeiio: V<ttv: c.-* t'-.c ncce.-ptc.net cf thie offer and the acceptance by the Cos/jany THt OUDOtN COMPANY ftvco*o bo o k OAr Ccmsicr A -? r* t.-. yumnSr>s^t*r%vcv-afe.^ ~ GL002090 7 *, r f hie w offer* dated December SO, 19X9* Thereupon the Chairman declared the resolutions duly adopted* Thereupon* on motion, duly made* seeonded end wianimously carried* the following resolution was adopted, * RESOLVE), That, in the event it ahall be more convenient, in connection with making adjustments of dividends arising from the issuance of the preferred stock of this Company, for property or for cash pursuant to any of the offers which have been this day accepted, to have the dividends commence on January 3* 1*20, the same being a regular dividend date, the officers of this Company be, and they hereby are* authorised to make all arrangements nsoessary in order to accomplish this result* Thereupon, on motion duly made, seconded end unanimously carried, the following resolutions were adopted* RESOLVED, - Firsts That Mercantile Trust Company of the City of New York, Lew York end Union Comr-erce national Bank of Cleveland, Ohio, be, and they hereby are, appointed cgents of this corporation, each with the title of Transfer Agent, for tho transfer of certificates for the preferred and no par value cocm<on stock of this corporation authorised in the Certificate of fceorganitation of this corporation, approved at the meeting of the stockholders of the Company held December IB, 1919; Second: Tout euch Transfer Agentc bo, and they hereby are, authorised to sign an Transfer Agonto, when signed by the President or a Vice-prepideni r-r.d the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of t.iic corporation, certificates for an original issue of sixty thousand (60,000) shores of such preferred capital stock of the par value of Cue Hundred Doll&re ($100.g o ) each and eertificater fGr an original ietuo cf three hundred nine thousand four hundred (309,400) share*? of each no par value common I capital stock, and to deliver such eortificetee to the Registrar of tho stock of this corporation Sr. the e i-t -c city oc the Transfer Agent signing said certificates, namely, to The Chase national Bank of the City of Her York, Sr. the City of Her York, and to The Citizens Bava.r.f.1 <c .i Trod Comply, ir. the Cit; cf Cl cvelw.i, Ohio, for THt GUCOrN C-OMfMfiV GLDO2O980 COftKECI .i&aSS-fif 1 *0M * >**<; 1,1* registration, end wtan countersigned by such Registrar, to deliver the ease s hereinafter in this resolution provided; end there* after, from time to time, to transfer sueh shares on books kept for that purpose upon the surrender for such transfer of certificates of such stock, and to have register! and to dellvor new certificates issued in lieu of certificates so surrendered; ftflrd: That ponding the preparation of definitive ssrtlfl- cates for the preferred stock authorised to be signed under paragraph two hereof, interin certificates or warrants may be used and such Transfer Agents be, and they hereby are, authorised to deliver one share in exchange for each of the fifteen thousand (15,000) shares of six per cent* (djC) preferred stoek of The Olidden Company outstanding at the time of the approval of the Certificate of Reorganisation of this corporation by its stockholders and to deliver certificates or ^warrants for the remaining shares thereof to the noainoee of Adrian \Xs. Joyce, Preeidsnt; the fifteen thousand (15,000) shares of said preferred stock, to be issued-in exchange for said fifteen thoueaM (15,000) shares of issued and outstanding six per cent* (t/C) pre ferred stock aforesaid, are to be Issued, signed by the Transfer Agents, only upon the surrender to said Agents, for cancellation, of one stare of such six per cent* (5/C) preferred stock aforesaid for each ehare of such new preferred stock provided for in said Certificate of Reorganisation at so to be Issued; and that pending the preparation of definitive certificates for the no par value common shares so authorised to be signed, interin certificate^ or warrants say be used and such Transfer Agents be, and they hereby are, authorised to deliver eight (S) shares in exchange for each of the twenty thousand (20,000) par value shares of coonon stock of ulidden Company outstanding at th time of the approval of the Certificate of Reorganisation of tbie corporation by its stockholders, and to deliver certificates for the remaining one hundred fortynine thousand four hundred (14S,4CC) shares thereof to the nominees of Adrian E* Joyce, President; the one hundred sixty thousand (16C,000) no par value shares of said common stock to be issued in exchange for twenty thousand (20,000) shares of issued and outstanding eossson stock having per value are to bo issued, si^ed by the Transfer jfccr.te only upon the surrender to said Agents, for cancellation, of one (l) share of each common stock having pur value for each eight (8) chares of such no pe.r value common stock so to be issued; Jourth: That it is the intention and purpose of this resolution that certificatoc of ctock or warrants of this corporation ehs.ll be intc-rctargcetly transferable in the City of Few York and in the City of Cleveland* Tho fact of tho recording and signing or countert-igr.ing of any certificates or warrants eht.ll be advised iarrwdir.teiy by Kail 1HE SUDDEN COMPANY RICOBD Soor P*0* COAASCT MCTU> by the Transfer Agent signing or eountereipiing the aaoe to the other Transfer Agent, and caeh Transfer Agent shell be fully protected end held harmless by this corporation by reason of its failure or refusal to transfer any certificates or warrants signed or countersigned by any other Transfer Agent when It shall not have received such notlet of tho issue, signature or countersignature thereof; Hfth: That each of said Transfer Agents be, and it hereby is, authorised to open and beep such transfer booh or books of this corporation ee nay be required by law or for its own convenience in the performance of its duties as such Transfer Agent; Sixth; That specimen signatures of the officers of this corporation, authorised to sign certificates of stook or warrants, as aforesaid, and of the officers of the respective Transfer Agents end Ro^iotrars, authorised to sign for said Transfer Agents and Registrars, be lodged forthwith with each of said Transfer Agents to be used by them and each of them for the purpose of omparieen with denatures appearing on the certificates of etock or warrants of this corporation presented tc them, or either of them, in their respective capacities; and that such Transfer ^ents, and each of them, be, and they hereby are, end each of them hereby is, protected and held barnloro in recognising rad acting upon any signature believed in good faith to be genuine; and it any officer of the corporation or of any Transfer Agent or Registrar shall no Longer bo verted with authority to sign for tbs corporation, or for such Transfer Agent or Registrar, as the case may be, written notice thereof shall im'^diatoly be given, ~ (a) by the corporation to each Transfer Agent and Registrar; end (b) by each Transfer Agent to the other Trancter Agent end to each Registrar; and (c) by each Registrar to the other Registrar and to each Trcncfcr Agcr.t. Until receipt cf rich notice, such Transfer Agentc shall be fully protected ml held harmless n*. recognising awl acting upon certifi cate* boarin,-; the signature of cuch officer or & signature believed by ther; or any of them to be hisgenuir.e signature} .5*V/y** Th-*t rher. either of paid Transfer Agents deene it evrccicat, it cay apply to F.uehsoro, Eiebee A Stern, whose office is *V>- *W*3tj !* T*i OLiet'F^CCMTAKY Baon. F>et GLD020990 at 61 Broadway, Now York City, Now York, or to Squire, Sandora A Dempsey, Loader-New* Building;, Cleveland, Ohio, or to Harrieon B. lie Grew, Citizen Building, Cleveland, Ohio, or to it own couneel for inetruction* or advice; and for aetion taken in accordance with euch instructions or advice thie corporation will acquit and hold it tennises from any and all liability. Neither of aid Trane* for Agents shall be in any mannor liable for any act or mission of the othor Transfer Agent; Eighth: That the said Transfer Agente and each of then be, and they hereby are, and eaeh of then hereby ie, authorised and directed froc tine to tine to uee euch forms of stock certificate or warrant, for trie eaid even per cent. (7jC) preferred caTdtal stock, and for the no per value conaon capital stock of this corpora* tion, above referred to, ae shall be certified to them by the President or n Vlce*preeident of this corporation to have been duly adopted by the Board of Directors of this corporation; Ninth: That the President or a Vice-president and the Secretary or an Assistant Secretary of this corporation be, and they hereby are, directed to certify copies of these resolution under the seal of the corporation and to lodge one of such certified copios, together with certified specimen certificates of such stock of warrants, in the form duly adopted by it, copies of the Certificate of Reorganization and of the amendments thereto, and copies ef the Regulation, certified by the Secretary under the corporate seal of this corporation, with each of said Transfer Agente, and to duly furnish to each of eaid Transfer Agents a codified copy of any ar.emdr>ent or amendments that cay from time to time be mad to such Certificate of Reorganization or to the Regulations. Tnereupon, on motion duly made, seconded and unanimously carried, the following rei.olutione were adopted, * RSS0LV2D, That The Chase National Bank of the City of Now York, State of New York, be, and it hereby is, appointed Registrar ir. the City of New York of the seven per cent. {?) preferred capital stock of thie corporation authorized in its Certificate of Reorganization, consisting of soventy*five thousand (7,000) shares of the par value of Cr.e Hundred Dollars ($100.co) each, and of the authorized common capital stock of thie corporation, consisting of three hundred and cir.ty ti.ouctt/id (3f-0,00C) haroe without nominal or par value; and * fc>i r-. i, u TMt OUPOCN COMPANY Hi COMO f*AOt CORBICT GLD020991 r*w * *>* * IURTKKR RESOLVED, That pursuant to ouch appointment the said The Chase National Bmk of the City of Now York, ae r.uch Registrar be, and it hereby la, authorised and directed to record in its register and sign ae Registrar certificates * or, pending preparation of definitive certificates, interim certificates or warrants - for an issue of sixty thousand (60,000) shares of said seven per cent* (VjS) preferred stock, when executed by the President or a Vicepresident and the Secretary, Assistant Secretary* Treasurer or Assistant Treasurer of this corporation, and so to record in its register and sign o b Registrar, when eo executed, certificates - or, in like manner, interim certificates or warrants - for three hundred nine thousand four hundred ($09,400) chares of eaid no par value coaraon stock of this corporation, when signed or countersigned by Mercantile Trust Company* the Transfer Agent of thie corporation in the City of New York, and thereupon to deliver said certificater or warrants to eaid Transfer Agents; and that the eaid Registrar be, and It hereby is* authorised ar.i directed to register and transfer all euch certificates or wwrants and to sign and deliver to the Transfer Agent new certificates or warrants accordingly, when the same shall have been similarly executed and signed or countersigned; and FURTHER RESOLVED, That this corporation lodge with the said Registrnr specimen signatures of the officers of thie corporation and of said Transfer Agent in the City of her York, and also speeiJsens of stock certificates or warrants adopted by thie corpora tion for i'te said classes of capital etock; and that in relying upon certificatee or warrantf in such fonr. purporting to tear signatures of auch officers, this corporation will protoct the Registrar until written notice has bee;, give: it that any or k IX of said officere, respectively, are no lon-.cr authorised to cipi; and FURTHER Pu'-SOLVED, That it ic the intention and purpose of these resolution*, and of other re solutions to each end duly adopt ed by the* boexd of Directors of this corporation* that certificatee or warrants of ouch preferred wd no par vt lue common cubital stock of th5e corporation e: all be interchangeably transferable and rogictered in the City of New York and in -the City of Cleveland, Ohio, to which end the feet of tho recording :v. lie register and of the registration cf nuv certifir'ter cr warranto rhnll U advised itcwdiriely by mil by the *tid R.giftrnr is. ins City of ilvv York 1H CUDOI rs c'OMS-ANr ftCCOKO Pfcfct' COTMCt * GLD020992 to The Cititens Savings and Trust Company, the Registrar of such stock certificates or warrant0 in the City of Cleveland, Ohio, and that ouch Registrar shall also immediately edvioe the said the Chaee National Bank of the City of New York by mail of the fact of the recording in lie register and signing by It at Registrar of such certificates or warrants, and each Regletrar shall bs fully protected and held harmless by this corporation by reason of Its failure or refusal to register and sign as Regletrar eay certifi cates or warrants registered and signed by the other Registrar when it shall not have received notice of the registration or signing of such certificates; and flTRTHER RESOLVED, That the propor officers of this corporation be, and they hereby are,and each of then hereby ic, empowered and directed to do any and all things deemed by them or any of them necessary, proper or advisable to effectuate the intents and purposes of the foregoing resolution*} and UTRTKER RESOLVED, That the President or a Vice-president and the Secretary be, and they hereby are, directed to certify a copy of these resolutions under the seal of this corporation end to lodge the tamo with said The Chase National Bank of the City of New York, together with a certified copy of ine Certificate of Reorganisation and all amendments thereto and a certified copy of the Regulations of this corporation together with all amendments thereto; also eertififlrf specimens of stock certificate* or warrants auoptec by this corporation* Thereupon, on motiem duly made, seconded and unanimously carried, the following resolution0 were adopted, f' RESOLVED, That The Citizens Savinge and Trust Company, of Clove Lind, Ohio, be, and it hereby i6, appointed Registrar in the City of Cleveland of the cover per cent* (7) preferred capital stock of this corporation, consisting of seventy-five thousand (75,CC0) shares of the par value of Che Hundred Dollars (flOO.co) each, and of the common capital stock of this corporation, consifting of three hundred and sixty thousand (360,000) shares without nominal or par value; and a **,9 * . V' .! *: " '5T ",'4afc T;t CLIDDEN COMf'AN'*1 Vticoat* GLD020993 Cowrci FURTHER RESOLVED, That pursuant to such appointment, the said The Citiiene Savings end Truet Company, of tha City of Cleveland, Ohio, as such Registrar, be, and it hereby i, authorised and directed to record in ite register and sign ae Registrar, certificates or, pending preparation of definitive certificates, interim certifi cate b or Torrents for an issue of sixty thousand (60,000) shares of said preferred capital stock and certificates or, in like manner, interim certificates or warrants - for an issue of three hundred nine thou tend four hundred (309,400) shares of said common oapltal stook when executed by the President or a Vice-president and the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of this cor poration, and signed or countersigned by Onion Comoros Rational Bank of Cleveland, Ohio, the Transfer Agent of this corporation in the City of Cleveland, and thereupon to deliver said certificates or warrants to said Transfer Agent, end that the said Registrar be, and It hereby is, authorised and directed to register and transfer ; all such certificates or warrants and to sign and deliver to the Transfer Agent new certificates or warrants accordingly when the_ some shall have been similarly executed and signed or countersigned; and IURTHKR KBSOLVED, That this corporation lodge with the said Registrar special signatures of the officers of thl* corporation and of the said Transfer Agent in the City of Cleveland, and alto specimens of stock certificates or warrants adopted by this corpora tion foi its said classes of capital stock; and that in relyitg upon certificates or wurrontr in such form purporting to bear signatures of such officers, this corporation will protect the Registrar until written notice has been given it that eny or sll of said officers, respectively, arc no longer authorised to sign; and FURTHER RESOLVED, That it is the intention end purpose of these resolutions and of other resolutions to such end duly adopted by the Board of Directors of this corporation thal certificates (or warrants) of the said preferred and cotanon capital stock of this corporation snail be interchangeably transferable and registered in the City of Row York and in the City of Cleveland, to which end Die fact of the recording in ite register tnd of the registration of nec certificates or warrants shall be advised immediately by mail by the said Registrar in the City of Cleveland to The Chase Rational Btt;k of the City of Wew York, the Registrar of such stock certifl eeter or warrants in the City of New York. Such Registrar in the Citj of New York shall aleo imraediately advise the said The Citisone Savinje end Trust Company, tho Regictrai in the City of Cleveland, THE GUODCN COMPANY RlCOKO Boon. P*fc Co **ic t FOAM a . * GL0020994 ' by nail, of the fact of the recording lx. ite register and signing by it a* Rsgietnr of nww certificates, and each Registrar shall be fully protected and held harmless by this corporation by reason of ite failure or refusal to register and eipi as Registrar any certificates or warrants registered end eigned by the other Registrar when it shall net have received notice of the registra tion or signing of said esrtlficatoe or warrants; and JURTHRR RESOLVED, That the proper officers of this corporation be, and they hereby are* and each of them hereby is, empowered and directed to do any end all things deemed by them or any of them necessary, proper or advisable to effectuate the Intents and purposes of the foregoing resolutions; and IURTHER RESOLVED, That the President or a Vice-president and the Seoretary be, end they hereby are, directed to certify a copy of theea reeolutione under the seal of this corporation and to lodga the ease with said The Citlseae Saving* and Trust Company, of the City of Cleveland, together with a certified copy of the Certificate of Reorganisation of this corporation and all amendments thereto, and a certified copy of the Regulations of this corporation, together with all amendments thereto, also certified specimens of stock certificate r. or warrants adopted by this corporation* _ Thereupon, on motion duly made, seconded and unanimously carried, the following re bo lullor. was adopted, - RESOLVED, Thai application be made to the Row York Stock Exchange for listing of preferred and common stock of The Gllddon Company end that Hr, Airier* D* Joyce, President,and Hr. R. H. Horsburgh, Secretary end Treasurer, be designated by the Company to appear before the Committee of Stock List of raid Exchange with authority to make such changes in ef id applications or agreements in regard thereto as may be nececsrry to conform with the requirements for listing* A ** **J I# THE CLH OLN COMPANY Rtconr Boc>K. f/.&t O0*MfCi GLD020995 * ** / :t-r. Thereupon, ou notion duly mode, cecended and unanimously carried, the following resolution vat adopted, RESOLVED, That the officer* of thi* Company bo, and they hereby are, authorised and diroctad to execute all doeuaasts and to tola all step In their Judgment necessary or proper in order to register and qualify The Oliddan Company In Pennsylvania ae a foreign corporation, inciting the execution of a power of attorney authorising the Secretary of the Comaonwealth of Pennsyl vania, end hie euceeaaor In office, to be the true and lawful attorney and authorised agent of The Glidden Company upon whoa all lawful jrocess in any proceeding against it nay be served, and agreeing that aarrica af process upon the Secretary of the Coousoawealth of Pennsylvania shall hare the sane legal force and validity as if served upon The GLiddsn Company and that the authority for such service of process shall continue in force as long a* any liability remains outstanding against The Glidden Company in the Commonwealth of Pennsylvania* Thereupon, on motion duly made, eeconded and unanimously carried, the following resolution was adopted, * HESOLVED, That this Company having been admitted or having applied for adrdeeion to transact business in the State of Louisiana, in conformity with i!*? ia*e thereof, hereby sokes, eonrtitut** aad appoint*. 5, piy-.t, 424 Jbw'nhir.e Street, Be* Oriosrs true and lawful attorney in and for the Jrtete of Louisiana, `* with the powers hereinafter set forth; and hereby authorises the President and Secretary, under the corporate seal of the Company to file a written declaration in the offiee of the Secretary of State, setting forth the place or locality of the domicile cf this corporation, the place or place* in the State of Louisiana where it is doing business, and the nooe of its a^;ent in said State upon whom process xaey be served, and for s-id purpose particularly does hereby authorise tho said President ar.d Secretary, wider the corporate seal of the Company to make, constitute and appoint s. Flyr.t, Of the City of *rev Oriole, Loai viano, its true and lawful attorney, in and for the flute of Louisiana, or. whom all process of law, whether **fir.a:, agiinct said Company may U served in any action THE OU&Of.N COMfANV RrcoKo So*, r>. Coiwitc* GLD020996 V or special proceedings against said Company ir the State of Louisiana, subject to and In accordance with all the provision# end statutes and love of said State of Louisiana, nor in tore*, end euch other Acte a* may hereafter bo passed, amendatory thereof and supplementary thereto; and the said attorney to be duly authorised end empowered,* aa tbo agent of eaid Company, to receive and accept service of process, In all oaeee as provided tor by the laws of the State of Louisiana, and euch service to he deemed valid personal service and binding upon this Company, aggreably to Article 264 of the Constitution of Louisiana, and in compliance with Act* Ko. 267 of 1914* Said appointment is to continue in force for the poriod of time, and in the manner provided for by the Statutes of the State of Louisiana, and until anothor attorney shall he duly and regularly substituted* Thereupon, on motion duly made, seconded and unanimously carried, tfie following resolution wae adopted, RKSOLYSD, That the officers of this Company be, and they hereby a***, authorised and directed to execute all documents end to take all steps in their judgment necessary or proper in order to register and qualify The Glidden Company in I'tnneeota e* a foreign corporation, including the execution of a power of attorney appointing *. J. Blaai, of 413 Waeouta Street, St. Paul, Minnesota, as the agent and attornoy of this Company who ir authorised to accept service of process and upon whor. service of prccecf way be had in any action to which this Company any be r. party in euch maiuier that service on eaid agent shall be taken and held to be personal service upon this Company, raid appointnwnt to Is and continue in force for the period of tine arid manner provided by Sections 6205, 5207, 6206, General Statutes of Ittr.neeote, 1913, and until another attorney shall w substituted end appointed, and the appointment of W J* Bland as age.;i siiall be revoked* Thereupoa, on motion duly node, seconded and unanimously carried, the meeting was adjourned to reconvene at the conclusion of the adjourned stock holders* meeting which is to be held forthw iitthn** , 1MI CVL<Dt>! N COMPAQ.' toon. PAC- Secretary* r.oFi.n i e?' GL0020^^7 *** SPLIT BATCH *** MORE PAGES FOLLOW *** CONTINUED BATCH *** Batch File: 00002171.PRS User Name: ADMINISTRATOR Project Name: GLIDDEN ADJOURNED SPECIAL VESTING OF TKK STOCKHOLDERS OF THE OLIDMN CCUPANY, Held at the Union Club, Cleveland, Ohio, on Tuesday, December SO, 1919, at oicht o'clock P. K., pursuant to adjouromsnt. The following stockholder* t o re present in person, Adrian D. Joyce George H. Chandler H. C. Graham A* H. Hereburgh San H. Uooro O* A. Haste 8* C. Sehorade^M" 6. H. Largs Janes K, Dempsey In addition thereto Messrs. Janes H. Dempsey, B H. Horsburgh and 0* A* Hasss represented as proxies all tbs other persons whose names are listed in the minutes of the special meeting of the stockholders held on December 18, 1919 ae having been present thereat in porson or by proxy, end also Ur. J. C. Scobell as the holder of forty-two (42) shares of common stock. The total amount of stock represented in person or by proxy was twenty thousand (20,000) ah&res of cosroon stock, constituting all i the outstanding shares of common stock of tho Corpu&y, and fourteen thousand eight hundred and ninety (14,890) shares of pr^farred stock. Trie President of the Company, Ur. Adrian D. Joyce, presided and the Secretary, i!r. K. H. Horsburgh, kept the minutes of the mooting.. Tn<? minutec of the adjourned special meeting of the Board of Directore 7 this day held woro presented end read in full, to the meeting. THI GtlODtN COMPANY IWco**:- So s k , Pao * t * M*'$ -if 1 H After full discussion ar.d consideration, upon notion duly made, seconded and unanimously carried, by vote of all the stockholders present in person or by proxy the following resolutions were adopted, - RSSOWED, That the action taken by the Board of Directors of this Comply, in authorising the acceptance of the offer made by ttessrs. Hayden, Killer & Coarary i behalf of themselves and their associates to purchase nineteen thousand four hundred and eighty (19,480) shares of the no par value common stock of thie Company for tho sun of Hinety-soven Thousand your Hundred Dollars ($9?,400.oo),be, and the same hereby is, ratified, rpp*eved and confirmed; and RESOLVED, That the action taken by the Board of Directors of this Company, ia authorising the^ acceptance of the offer of Ur. Adrian D, Joyce for the transfer to this Company, through stock ownership or otherwise, of the entire properties and businesses of tno corporations mentioned in hie offer, dated December 30, 1919, and also the plant and equipment of Uound City Linseed Oil Company, unincorporated, of St. Louis, Missouri, upon the terms and condi tions set forth in said offer, dated December 30, 1919, be, and tho same hereby is, ratified, approved and confirmed; and RESOLVED, That tho action taken by the Board of Directors of this Company, in ratifying the execution by the officers of this Company of the a^ree.-jent with ttntierml Load Company relative to Heath 4 Uilligan iknufaeturing Company, as of Soptonhor 30, 1919, be, and the cans hereby is, ratified, approved and confirmed; and RESOLVED, That the actios taken by tho Board of Directors of this Company, in authorscinf; the acceptance of the offer mad by L'eccrj;. Hayden, Hiller 4 Company, on behalf of themselves and their aerociatee, doted December 30, 1919, to purchase twenty thousand two hundred and thirty-sight (0,235) siiaroc of the sever* ner cent* (7^) preferred stock of this Company at tho price of par plus? accrued dividend*., if any - they to receive a eorsrii scion for tho securing of a purchaser or uurchasere tiiorefor equal to seven and one-half >:r cent. (7l/kj.) of t'-x oar amount of the stock so pu-'-hnsed, be, and thi r.ar.e hereby ic, ratified, approved and confirmed; and w 4U (K ,*,, f \ ,$K THE cur.otw COMPANY Fiff-OVt* POOK r*OC COUMCY GL <*09 99 RESOLVED, That the action taken by the Board of Directori of this Company, in authorizing the acceptance of the offer made by Ueecre. Hayden* Hiller ft Company, on behalf of themselves and their aeeoeiatee, to purchase seventy-oeven thousand nine hundred and twenty (77,920) shares of the no par value common stock of the Company for the eum of ltro Uillion Three Hundred Thirty-seven Thousand Six Himdred Dollars (t2,S37,600*oo), be, and the same hereby is, ratified, approved and confirmed; and RESOLVED, That all other actions taken by the Board of Direotors of this Company at their adjourned special meeting this day held, as set forth in the minutes thereof, be, and the game hereby are, fully ratified, approved and confirmed; and RESOLVED, That, in giving the foregoing ratifications of the actions taken by the Board of Directors of this Company, the stockholders hereby expressly consent to a modification of the action taken by them at their special meeting held on December 18, 1919, so that the amount of no par value common stock reserved for the purpose of making sale thereof from time to time to deserving employee shall be fifty thousand six hundred (50,600) shares, instead of sixty thousand (60,000) shares as provided in the resolutions adopted in regard thereto at. said meeting of December 18, 1919, Thereupon, o r notion duly mado, seconded and unanimously carried, by vote of ell of the stockholders the following resolution was adopted, - RESOLVED, That the Rogulniicne of this Company bt, and the cane hereby are, amended to read as follows: rt*n l IK It I) ' -^n m|ii Hint im, i wiy THE OUODCN COMPANY RtCOftO Boo> Pa o c Co r n b c t  iwItU'toafiMarViWriifia REGULATIONS OF THE OLXMffl COIPAHT. ARTICLE X. } Ueeting of Stockholder* Section X* Annual Mooting. The annual Beating of the stock- holder* of thie Company, wall wld at trio general offices of too Company, in the City of Cloyland, Ohio, on the firirt Friday or Saturday {ehichevsr day may be selected by the President) in May, in each year, beginning vith the year 1920, at three o'clock P* IS* A Board of Directors shall be elected thereat, end eueh other busiaeee transacted at Bay he brought before the meeting. Xn the event that the dat? fixed for eueh meeting ehall fall on a legal holiday the neetlng ehall be called and held on the next succeeding business day. Section 2. Order of Buslneee. At the Annual Stockholder*' Meetings, the order of business shall be as follows. First. Roll call of the stockholder* by the Secretary. Second. Reading of the minutes of the previous meeting, aci acting thereon. Third. Submission of annual reports. Fourth, r.iscellaneous reports. Fifth. thflnl&ed business* Sixth. Election of diroctore. Seventh. Ketr or miscellaneous business. K. B. Thie order of business nay be changed by affirmative vote of the holders of a majority of the stock present in poreon or by proxy. t h e CLIOPIN COMPANY fttewo Soon. r*ot Counter GLD021001 Section $ ^poeial Ueetbage* fipscial setting* of the etook- holders of this company nay be held at such time and place* ae say be enter* d by the Board of Directors or by the holdore of a majority in mount of the stock at the time entitled to voting privileges* Section 4 Kotloe# Koties of any annual or speoial setting of the stockholders shall be given to each stockholder* appearing at each upon the books of the Company* at the tine entitled to voting privileges* by sail ing the ecuoe to said stockholder* t address appearing upon such books* at least ten doyo prior to the date of such meeting. The notice herein provided for aoy bo waived at any tine by the holders of all of the stock of the Company* Section 5. Ouonsa. At any aueh nesting the holders of a majority in amount of the stock issued -and outstanding entitled to voting privileged shall constitute a Quorum for the transaction of business* ARTICLE XX. Board of Directors Section 1. Election and Tenure of Offioe* Cie business and affaire of thie Company shall be conducted, managed and controlled by a Board of Directors consisting of twelve (12) members, who shall be elected by ballot of the stockholders from their own number, at the annual meeting in each year, ai.d who shall huld o:fiee for one year aid until their successors are elected and qualified. If such election be not held at an annual meeting, it msy be held at a special meeting of the stockholders called for the purpose. Section 2. Organisation. The Board of Directors shall hold their firct ceetin.. after thoir election immediately after the adjournment of the t'/mu&l aeotiiv- of stockholders and shall at ouch meeting organise the board by electing a pre-cMeat, one or uore vice-presidents, a secretary and u treasurer. Section ?. henular Keetinrrc* Kegulur meetings of the Board of Directors shall Le hold on the second iriday or Saturday (whichever dy may be selected by the Prec idort) of ?fcfcru\ry, liny, August and lloveaber, in each year, at the hour of i'.xce o'clock P. V,, and at such othor times ns nsy be called by tho Preeiient of --e Coapuny* In the event that tho Iute fixed for such THt SUDDEN COMrANY p a i c o *c t ft mooting shall f&H on a legal holiday the neat In5 shall be called and held on the next succeeding business day. Section 4. Special Meetings* Special Meetings of the Board of Directors stall be held upon the eall of the President or any three directors upon three daye notice* by letter or telegram. Section 5* Vacancies* Vacancies occurring In the Board of Directors say be filled by election by the remaining directors until the next annual meeting of the stockholders* ARTXCUS XXX* Officers Section 1* Names* the officers of this Company shall be a president* one or more vice-presidents & elected or appointed, a secretary And a treasurer. Persons not directors of the Company may be appointed by the Board of Directorsae special vice-presidents for the performance of certain duties assi^od to then by the Board of Directors, but such special vice-presidents shall not be authorized to act as president* The offices of secretary and treasurer cay bo held ly one and the same person as the board of Directors cay determine. The Board of Directors shall have authority to <?r<+* such other offices and positions as they may deem advisable and eleot or aopoint the in cumbents thereof. Section Z Election and tenure of Office* Such officerc shall be elected by the Board of Directors, end shall hold their offices uvtll their successors are elected and qualified. Section 3. Compensation* Such officers shall be paid sueh salaries or compensation n& the Board of Directors nay determine. THf. OUOOtls COMfANY RCCOII^ SOOK. PAOt COftRKCT ARTICLE IV. Duties of Officers Section 1. President* The President ehll be the principal executive officer of the Coiapeny, and* under the control of the Board of Directors, shall have charge and control of the business and affaire of the Ct#at>ony, shall sign and acknowledge all deeds and execute all other instruments necereary for ih transaction of tho business of the Coapsny, shall transact all such business as ie usually transacted by the president of a corporation, and shall p-rfonn such other duties as tho Board of Directors cay require* Section 2* Vics-Preeliente* It shall be the duty of tbs Vice* Presidents (whur than special vice-preoidents# not Directors, appointed as provided in Article XII, Section l), in the order of thoir election* to perrons* all the dirties of the President in cane of the latter's absence or disability, or erher. circumstnncee prevent the latter fron eo doin^;, and such other duties *e th& Board of Directors shall require. Cecil;* 3. Secretarv* It shall be tho duty of the Secretary to keep tut accurate record of the proceedings of the stockholders and directors; to fcivc nil notices required by law or those regulations; to hoop proper book* o; account; on tho expiration of hit tens of o'fit* to deliver the bosks, papers a,.d property cf the Company into tho possceeion of his succoseor or the Pretidont a..d ir. r::or;d to oorfora all the duties uouaily pertaining to said office of secretary, uni r-uch other duties os the Board of Directors shall require. Section 4. Treasurer. Tho Treasurer shall receive end tafely boor nil ~.ohtyit cneefs, notes or drafts received by the Company belonging tc it and nuko projor deposit of the seme in the mac of tho Cor pony in euch bank or bsr.fce r.v.v be do:;gnstod by tho Board of Directors, he shall disburse said CiOiuyc under tho direction cf tho Board c! Directors; shall keen accurate account of the finances of the Ccojony in books to bo provided by him for that p.;rt>:.ee, shall hold the saao open for inspection and exarsin&tion by the directors aj.i ary co^JAU - of stockholders appointed for euch ir.epoetion, and shall present ub-.ri.cir cf the k c *c at t..e ar.xuvi meetings of the stockholders, or at cny other r;oetir.*,:t* when rt vo.rtc*]; shall ut tho termination of his term of office deliver o.:2 fv.d chhcr property of t..e Company into the porcecsion of his successor or t-.e Fh t-cl ic*.; t a*d yervoralljr fcht.Il pjrforr.; uil duties usually r.t-rt- Iv-in*-' tc s.:'.c. re. qu: rt . of l;r oat u:-c: , nri ru:h ct>u r duties re tho hc.-.rd of Divc-fto.":. a.till 6T HI IWNCOMPAJ Bo o k . Pa** Co k riser GlD021004 # a*/* -ttegniaiK Section S. Other Officers a.nd Arrant* is Board of Director# shall have po*?or to prescribe the duties of other officer# and agent# appoint* d by it* ARTICLE V. Executive Coiaolttee The President, Vice-President, (If at the tine the Company has more then one vice-president, this provision shall ba deemed to c#an the vice* presidents, * other then special vice-president*, not directors, appointed a# provided in Article XXI, Section 1, * in the order of their election), and the Treasurer, chall together constitute or. executive cocrittec which shall, in thejlnterift between mooting* of the Board of Directors, exercise all of the potere of that body in accordance rith the general policy of the Coupoay and the instructions of said Board, subject to the limitation, hoversr, that said committee shall not be sapors red to sell any real estate or Buy substantial portion tf the Company's plant or property, or to obligate tho Crapuny for new construction, naehixery and auppliea in exceasof the ordinary current require* nente of the business of the Company, wlosr epeeitdiy authorised by the Board uf Directors* ileetir.ge of the executive committee shall bo bold or. the call of the President or of cny two nembere of the committee* All members of the committee ahc.il be notified of ite meetingc. and r. u:. jar Sty of its memberc ehrll constitute c quorum. Ihe executive conmittee shell keep r. record of ite meetings rnd transactions vhich shall t all times be open to the inspection of fay director* Scctio:. ARTICI VI. Certificate of St*ck Trcnofcrs end Proxies Sad. stockholder sw.ll be entitled to c certificate or IKf CUPDt N COMP-AKV Hicour ?* 1 ; > r Ml . : ^f*r*2?iW !?T r. * ; 6LD021005 srtificntec of his paid ur stock in the Company, cloned by the President or a Vice-Presidsnt, sealed with the eorporat* seal and attested by the Secretary or Assistant Secretary; transferable only on the books of the Company by the stockholder in person or by attorney, on surrender of such certificate or certificates end the payment of all duee on the came* Transfer books shall bs elossd for flftsen days next preceding each annuel meeting or special meeting of the stockholders* Section 2. Proxies* A stockholder nay, through a written proxy, authorize another person to rote for him at all stockholders' meeting*, which proxy must be filed with the Secretary before the person authorised thereby can vote thereunder* She person so authorised need not be a stockholder* AMICI* YJt. Corporate Seal The corporate seal of this Company shall be circular in form* end around the margin shall contain the words M2he Glldden Company, Ohio* and across the center tho words "Corporate $c&l*" ARTICLE VIII* Signing of Checks, Motes* Etc* All cheeks, notes and other obligations or evidences of indebtedness of the Contmr.y shall be drawn end signed by the Treasurer end countersigned by the President, or ir. the absence of either one thereof by another officer in hie place, or in the oheor.ee of both thereof by eny twe officers of tho Company* The Bonrd of Director? cay ilt-c frot tire to tine designate ether offictre or pore or. o who shall be er.rorered to sign or countcr-rign checks, notes or other obligations or evidences of indebtedness* VJ .\/V. f *t 7ME GLlDOhN COVrAW CO*HO GID021006 Ka,r**r year. ARTICLE IX. Fisoal Tear The fieeal year of- this Company shall correspond with the calendar ARTICLE X. Amen detent* These regulations nay be altered, repealed or aaendod by the coneeat in writing of tvo-thtrds of the outotanding capital stock at the time entitled to voting privileges, or at any annual meeting of the stockholders^ aseting called for that purpose, by the vote of the holder* of a majority of the outstanding eapit&l stock at the tine entitled to voting privileges; provided, however, that no alteration, anendnent or change shall be made in these regulftion8 which shall be prejudicial to the rights of the preferred stockholders, s*. set forth in the Certified* of Reorganisation of the Company, or any anendcxer.ts thereof* #**>; A * 7Hf. &L1Dt*f - (.OMf'AMY K,cOFC' P*C4 Cc*wlc Oio meeting next considered the election of three new Director# to fill the additional placet on the Board created by the increasing of the Board from nine to twelve menbere, at above provided* llesere. S* It* Tinker, Jr, J* R. Nutt and Otto Miller, each being a stockholder in the Company, were placed in nonlnatlon* Upon notion, duly made, eeconded and unanimously carried, the Secretary was directed to eaet the ballot of all of the stockholders in favor of their election* Said ballot having been cast by the Secretary, the President declared Messrs* R* Tinker, Jr*, J* R. Kutt and Otto Uillor to be duly elected Directors of The Olidden Conpeny* There being no further business to traneaet, upon notion duly auade, seconded and unanimously carried, the nesting was adjourned to reconvene at the office of Messrs* Squire, Sanders A Dempsey, 1201 Leader-I'avr Building, Cleveland, Ohio, on Thursday, January B, 2920, at four ^thirty o'clock P K* 1 m 'v.'.'j I rtmt a H tt * THE CUDDC.N COMPANY RicoKtt Boor, f'tui Ct>*Rtci A'. ; ."i. ' 1 GLD021008