Document a10x7LRE3pGNg2yMyb02RG0OR

c-t* 3 RESOLUTIONS BY THE UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF TYLER PIPE INDUSTRIES, INC. EXHIBIT - Vz\-:'>iinTTif Pi-Vii Pursuant to Article 9.10B of the Texas Business Corporation Act, the undersigned, being all the directors of Tyler Pipe Industries, Inc., a Texas corporation (the "Company"), hereby declare that when all of us have signed this consent the following resolutions shall then be consented to, approved of and adopted to the same extent and to have the same force and effect as if adopted at a regular meeting of the Board of Directors duly called and held for the purpose of acting upon proposals to adopt such resolutions: BE IT RESOLVED, that a contribution be made by the Company to the Tyler Pipe Industries, Inc. Salaried Employees' Profit-Sharing Trust and to the Tyler Pipe Industries, Inc. Non-Salaried Employees' Profit-Sharing Trust in an aggregate amount equal to $450,000.00 which will exceed one percent (1%) of the Company's net income as determined for Federal Income Tax purposes for the Company's fiscal year ending December 25, 1971, and the Trusts'fiscal year ended November 1, 1971, and that such contribution be paid in one or more installments to the Trustees not later than the time prescribed by law for filing the income tax return for such fiscal year (including extention thereof). f j * FURTHER RESOLVED, that such total contribution shall be allocated between the Tyler Pipe Industries, Inc. Salaried Employees' Profit-Sharing Trust and the Tyler Pipe Industries, Inc. Non-Salaried Employees' Profit-Sharing Trust in the proportion that the adjusted compensation of participating employees in each Trust bears to the total of adjusted compensation of all participating ~ employees in both Trusts. IN WITNESS WHEREOF, we have hereunto set our hands this 20th day F. R. Meyer ^/jjohn A. Warner 0 0000831 MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF TYLER PIPE INDUSTRIES, INC. A special meeting of the Directors of Tyler Pipe Industries, Inc. was held in the offices of Tyler Corporation, Dallas, Texas at 2:00 p.m. on Tuesday, June 1, 1971, with the following directors present: Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer The meeting was called to order by the acting chairman, Joseph F. McKinney. On motion by C. A. Rundell, Jr., seconded by F. R. Meyer and unanimously carried, the following resolutions were adopted: RESOLVED, that the proposed form of that certain Credit Agreement dated as of May 31, 1971, between Tyler Corporation ('Tyler")/ Southwestern Engineering Company ("Southwestern"), Jersey-Tyler Foundry Company ("Jersey"), Phoenix Fittings, Inc. ("Phoenix") and Tyler Pipe Industries, Inc. ('Tyler Pipe" and collectively with Southwestern, Jersey and Phoenix, the "Subsidiaries"), First National Bank in Dallas, First National City Bank, and Bank of America National Trust and Savings Association (the "Banks"), and First National Bank in Dallas, as Agent, a form of which was submitted to the Meeting the ("Credit Agreement"), pursuant to which the Banks agree, upon the terms and conditions contained therein, to make loans to Tyler from time to time up to an aggregate principal amount of $7,500,000 outstanding at any one time, and pursuant to which Tyler agrees to advance to the respective Subsidiaries the amounts of all such borrowings, be, and the same hereby is, approved; f j t RESOLVED FURTHER, that the President, any Vice President, the Secretary or any Assistant Secretary of this Corporation be, and each of them hereby severally is, authorized and directed on behalf of this Corporation to execute and deliver the Credit Agreement in substantially the form submitted to this Meeting, together with such changes therein as may be approved by the officer executing the Credit Agreement on behalf of this Corporation, his execution thereof to be conclusive evidence of such approval; H L .3 D 0000832 RESOLVED FURTHER, that this Corporation borrow from time to time from Tyler such amounts as may be necessary and desirable and as may be made available by Tyler to provide working capital for this Corporation, and that said officers be, and each of them hereby is, authorized on behalf of this Corporation to make such borrowings from time to time from Tyler and to execute and deliver to Tyler such evidence of indebtedness as may be required by Tyler or by the Credit Agreement in connection therewith; RESOLVED FURTHER, that each of the officers of this Corporation be, and each of them hereby is, authorized and directed to do and perform all such other acts and things and to sign and deliver all such other documents and certificates and to take all such other steps as may be necessary or advisable to carry out the intent of the foregoing resolutions and fully to perform the provisions of the Credit Agreement, the Notes and any such otner documents or certificates required to be executed and delivered in connection therewith. There being no further business to come before this meeting, upon motion made, seconded and unanimously carried, it was resolved that the meeting be adjou4 f I Assistant Secretary 2- 0 0000853 NOTICE OF MEETING TYLER PIPE INDUSTRIES, INC. Notice is hereby given of a special meeting of the Board of Directors of Tyler Pipe Industries, Inc. to be held at 3121 Southland Center, Dallas, Texas, on Tuesday, June 1, 1971, at 2:00 p.m. Central Day I ight Time . May 27, 1 971 I r i 0 0000854 TYL13. ?',?! i NSUSTRIIES, INC. ANNUAL S i" A 3 z ~ _ D z. R S M. c c i I N u7 A?.-:: 23, 1 971 The c.-.r.uc! meeting o' shareholders c.; Tyler Pipe Industries, Ir.c., c Taxes Corporation, was ha 1 d on Wednesday, April 23, 1971, ct 11 :30 o'clock A.M., Cen.vci Srcnccrd Tirr.a, ct the office of Tyler Corporation, Southland Center, Dalles, Taxes, pursuer* to nctica given in ccccrdcr.ce with lew cr.d the Bylcws of the Corr.pcny. Mr. John A. Wcrr.er, President of tha Company, acted cs Cheimen of the meeting, end Mr. C. A. Runcell, Jr., Assistant Secretary of tha Company, ccted as Secretary of the meeting. At the request of the Chairman, tha Secretary presented to tha meeting.a t complete list of the holders of stock issued and outstanding at the close of business fen April 12, 1971, the record data for the meeting. The Secretary advised the meeting that the list would be kept open during the whole time of tha meeting subject to the inspection of any shareholders present. Tha Secretary steted that the list showed at the cicse of business on April 12, 1 971, 1,070,830 shares of stock were issued cr.d outstanding cr.d entitled to vote ct the meeting. .The Secretary ciso presented to the meeting a copy of the notice of the annual' meeting which was mailed to tha shareholders in accordance with lew end the Bylaws of the Corporation. Tha Chairman ordered thet the documents presented ba filed with the records of tha meeting. Tha Chairman appointed Cwain C. Kline as judge to conduct the voting, decide upon the qualifications of the voters and accept their votes, and when voting was completed to count the veres and certify to the Secretory of this meeting the results of such voting. The Chairmen directed the judge to inspect the qualifications of shareholders preser.r end report on the total number of shares of the Corporation present and entitled to vore ct tha meeting. The Judge then reported that having inspected the qualifications of shareholders entitled to vote : r.r* * r. > *"* \wjjer-re* i ,373,531 snares of the capita! stack of the D 0000855 Company cut cf c tore! of 1 ,070,330 shares of capital stock outstanding end entitled to veto at this meeting . The Chairmen cnncur.ced that sines it cocsarod from, the reoort cf the Judea thet ths holders of a majority cf the outstanding shores of capita! stock entitled to vote wera prase.07 ir. parson a quorum wes raprosa.ntad end tha meeting was open for business. Leon metier, duly mcc'e end seconded, the following parsons ware nominated to be directors cf the Corporation, ecch director to hold office until his successor is elected end qualified or until the naxt ennua! meeting of stockholders of the Compeny: M. J. Harvey Joseph F. McKinney Frederick R. Meyer C. A. Runcell, Jr. John A. Werner The Judga then distributed, collected and counted bcilots for use in the election <^f the a.; r.ec.tors. !j The Judge reported thet 1,070,531 votes had been ccst for the election of ecch of tne ebeve mentioned nominees end that such nominees were the persons receiving the only votes ccst for ejection as directors cf the meeting. The Chairmen thereupon declared thet since it eppecred from ths report of the Judge that the above named persons were the only persons receiving votes for election as directors, such persons ined been duly elected cs directors of the Corporation. There being r.o further business tc be brought before the meeting, upon motion duly made, seconded and unanimously carried, the meeting wes adjourned. APPROVED: ") John A. Warner, Chairman C. A. Runceii, Jr/Assistcnf Secretory -z- 0 0000854 P.O. Box 2027 Tyler. Texas 7570t. Tel: 2U/8676U1 Tyler Pipe Subsidiary of Tyler Corporation TYLER PIPE INDUSTRIES, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 28, 1971 The Annual Meeting of Shareholders of TYLER PIPE INDUSTRIES, INC. (the "Company") will be held at the office of Tyler Corporation, 3121 Southland Center, Dallas, Texas on Wednesday, April 28, 1971 at 11:30 A.M., Central Standard Time, for the following purposes: (a) Electing five directors to serve until the next Annual Meeting and until their respective successors shall be elected; (b) Transacting such other business as may properly come before the meeting or any adjournment thereof. .t tI I Only holders of Common Stock of record at the close of business on April 12, 1971 are entitled to notice of or to vote at the said meeting. Management of the Company intends to nominate the following persons, each of whom presently serves as a director of the Company, as directors to serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified: M. J. Harvey Joseph F. McKinney Frederick R. Meyer C. A. Rundell, Jr. John A. Warner The Company has been informed by Tyler Corporation, which on April 12, 1971 holds 99.97% of the outstanding shares of the Company's Common Stock, that it intends to vote the shares held by it for the election of the management of nominees for director. Other then the election of directors, the management knows of no business to come before the Annual Meeting of Shareholders. April 14, 1971 Assistant odfcretary D 0000857 WAIVER OF NOTICE OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS OF TYLER PIPE INDUSTRIES, INC. The undersigned being all the directors of Tyler Pipe Industries, Inc., o Texas corporation (the "Company"), hereby waive all notice of the time, place and purpose of the annual meeting of the Board of Directors of the Company to be held at 3:00 o'clock p.m., on April 28, 1971 at 3121 Southland Center, Dallas, Texas for the purposes of approving the actions of the Company's officers for the prior year, electing officers, approving compensation for the Company's officers for the succeeding year, appointing an Executive Committee, amending certain articles of the Company's Bylaws, directing the President of the Company to vote stock of subsidiaries for election of directors, accepting the resignation of John A. Warner and M. J. Harvey os Trustees of the Salaried Employees' Profit Sharing Trust and appointing trustees ' j to replace John A. Warner and M. J. Harvey. j I IN WITNESS WHEREOF, we have hereunto set our hands this 28th day of April, 1971. r j tn John A. Warner 0 0000858 WAIVES OF NOTICE OF THE ANNUAL MEETING OF THE SOAR") OF DIRECTORS OF TYLER FIFE INDUSTRIES, INC. The undersigned being all the directors of Tyler Pipe industries, Inc., c Texes corporcrion (the "Company"), hereby v/cIve oil notice of the time, piece end pjrpose of the annual meeting of the Score of Directors of the Ccmpcny to be held or 3:00 o'clock p.n,, on April 28, 1971 ct 3121 Southland Center, Dallas, Texes for the purposes of epproving the cctions of the Company's officers for the prior year, electing officers, approving compensation for the Company's officers for the succeeding year, appointing cn Executive Committee, amending certain articles of the Company's 3y!aws, directing the President of the Company to vote stock of subsidiaries for election of directors, accepting the resignation of John A. Warner and M. J. Karvey as Trustees of the Salaried Employees' Profit Sharing Trust and appointing trustees h to replace John A. Warner and M. J. Harvey. t IN WITNESS WHEREOF, we have hereunto set our hands this 28th dey of April, 1971. ^ >/] 1 / V / JD-i- M. J . Harvey . ^ ' N'T7 ' x /</ ' / //' / , Fred R. Meyer' Joseph F. McKinne i' / l C. A. Rundell, Jr. ' i . ' ^ - / John A. Warner A ~\ ' V" 0 0000859 CO MINUTES OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS OF U TYLER PIPE INDUSTRIES, INC. APRIL 28, 1 971 Pursuant to a written waiver of notice signed by all the directors, the annual meeting of the Board of Directors of Tyler Pipe Industries, Inc. (the "Company")/ was held at 3:00 o'clock p.m., on April 28, 1971 at 3121 Southland Center, Dallas, Texas. Present were M. J. Harvey, F. R. Meyer, C. A. Rundell, Jr., John A. Warner, and Joseph F. McKinney. M. J. Harvey served as Chairman of the meeting and Neil J. O'Brien served as Secretary. After calling the meeting to order, the Chairman read the waiver of notice signed by all the directors, and instructed the Secretary to insert the waiver into the minutes of the Company immediately preceding the minutes of this meeting. * f I The Chairman stated that the first order of business was to review the actions W the Company's officers for the prior year. After discussion, and upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the actions of the Company's officers for the Company's fiscal year ended Decembec31, 1970, be, and hereby are, ratified, confirmed and approved in all respects. The Chairman then stated that the next matter was the election of officers. Upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the following persons are elected as the officers of Tyler Pipe Industries, Inc. for the ensuing year and until their successors are elected and qualified; and that each officer receive a salary for his services as such officer at the following annual rate, such compensation to be paid monthly: M. J. Harvey, Chairman of the Board ' John A. Warner, President and Chief Executive Officer 0 0000860 w i* * - Glen C. Uzzel, Executive Vice President, Treasurer and Secretary u W. B. Duckett, Vice President, Transportation James B. Horan, Vice President, Marketing W. J. Speas, Jr., Vice President, Operations David K. McKie, Vice President, Industrial Relations Don R. Russell, Assistant Secretary Neil J. O'Brien, Assistant Secretary Dwain C. Kline, Assistant Secretary f The Chairman then stated that the next matter of business was the appointment of an Executive Committee. After discussion, and upon motion duly made, seconded and unanimously adopted, it was: RESOLVED, that John A. Warner, C. A. Rundell, Jr. and Fred R. Meyer are hereby appointed to the Executive Committee of Tyler Pipe Industries, Inc., and that John A. Warner is appointed as Chairman of the Committee. The Chairman then stated that the next matter of business was the amendment of the Company's Bylaws in certain respects. After full consideration, upon motion duly made, seconded and unanimously adopted, it was: RESOLVED, that Section 1 of Article III of the Bylaws is hereby amended to decrease the number of directors from six to five so that as amended said Section 1 shall hereafter be read as follows: CJ - 2- 0 0000861 Section 1 . Number of Directors. The number of directors of the Corporation shall be five (5). The number of directors may be increased or decreased from time to time by amendment of these Bylaws, but no decrease shall have the effect of reducing the term of any incumbent director. Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each director shall hold office until his successor is elected and qualified. Directors need not be residents of the State of Texas, nor shareholders of the Corporation. The Chairman then stated that the next matter of business was authorizing the Resident of the Company to vote the stock of the Company's subsidiaries for election of directors. After discussion, upon motion duly made, seconded and unanimously carried it was: RESOLVED, that the Board of Directors of Tyler Pipe Industries, Inc. hereby authorizes and directs its President, John A. Warner, to vote the stock held by Tyler Pipe Industries, Inc. for the election of the indicated directors in the following companies: East Penn Foundry Company: M. J. Harvey John A. Warner Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer Wade, Inc.: M. J. Harvey John A. Warner Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer Tyler Brokerage Company: M. J. Harvey John A. Warner Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer 3 C J 3 0 0000842 Swan Development Company: M. J. Harvey John A. Warner Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer M. J. Harvey Foundation: M. J. Harvey John A. Warner Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer Tyler Pipe Industries, Inc.(PA) M. J. Harvey John A. Warner Joseph F. McKinney C. A. Rundell, Jr. F. R. Meyer The Chairman then stated that the next matter of business was the acceptance of the resignation of M. J. Harvey and John A. Warner as Trustees of the Company's \ Salaried Employees' Profit-Sharing Trust and the appointment of the successor trustees. n After discussion, upon motion duly made, seconded and unanimously carried, it was: * LJ RESOLVED, that the resignations of M. J. Harvey and John A. Warner as Trustees of the Tyler Pipe Industries, Inc. Salaried Employees' Profit-Sharing Trust be accepted, effectively*, and FURTHER RESOLVED, that D. A. Russell and J. L. Milstead be appointed as Trustees to the Tyler Pipe Industries, Inc. Salaried Employees' Profit-Sharing Trust to replace M. J. Harvey and John A. Warner. The Chairman then stated that the next matter of business was the appointment of a successor trustee to the Company's Non-Salaried Employees' Profit-Sharing Trust to replace Leroy Anderson, deceased. After discussion, upon motion duly made, seconded and unanimously carried, it was: RESOLVED, that the appointment of George Washington as a Trustee of the Tyler Pipe Industries, Inc. Non-Salaried Employees' Profit-Sharing Trust be accepted, effective immediately to replace Leroy Anderson, deceased. QJ -4 - 0 0000863