Document a47KOeb5OGd9BNm1J3y6eOoVY

PLAINTIFF'S EXHIBIT DC-51 MINUTES OF: The regular annual meeting of the shareholders of SMITH KANZLER COMPANY# a New Jersey corporation, held at the offices of said Company, S750 ' . West Roosevelt Road, In the City of Chicago, 'In the County of Cook and State of. . .Illinois, on the 16th-day of March, A. D. 1965, at 8:40 In the forenoon of said day, . : pursuant to notice.. - . ' . '. The meeting was called to order by Mr. George. E. Victor, who acted as Chairman of the meeting. Mr. Wayne D. Neathery, Secretary of the corporation, acted,as Secretary of the meeting and recorded the proceedings. - . ; . The Chairman announced that the Secretary had.made, "at least ten v - ' days before the meeting, a complete list of the shareholders entitled to vote, arranged in alphabetical order, with the post office address, and the number of . shares held by each, which list has been.at all times, during, the usual hours for '' ; business, kept at the principal office, open to the examination of any shareholder. : The Chairman produced such list, and it was. kept there during the entire meeting. ' , .. ' The following shareholder was represented by proxy, such proxy . voting the number of shares set opposite his name: - . -, ' ' SHAREHOLDER ' PROXY NUMBER OF SHARES ' . Victor Manufacturing & Gasket George E, Victor 2,000 .. . Company , * The Secretary reported that all of the shares-of capital, stock of this . corporation presently issued and outstanding were represented at this meeting by ' proxy, constituting a quorum; and therefore the meeting was legally constituted for the transaction of any and all business. . .. . : The proxy was ordered to be filed with the Secretary. ' ; . ' \ : '. The Secretary presented and read the notice of the meeting, together . - with proof that notice had been given as required by law and the by-laws of/the-cor- poratlon. A copy of such notice and the F^of of the mailing of such notice were - ordered to be inserted in the minute book of the corporation immediately preceding , the minutes of this meeting. . .. ' The Chairman announced that the first order of business was the ' . election of three Directors and called attention to the requirement .of Section 1 of ; Article'IH of the by-laws which states that "Each Director shall, at the time of his ' " election and whiie he holds the office of Director, be a holder of stock of this cor- ; poration or of a corporation holding twenty-five per centum or more of the total . stock of this corporation. * Thereupon the following persons were nominated for' . - Directors of the corporation, to serve until the next annual meeting of shareholders or until their respective successors are elected and shall have qualified; ' George E. Victor ` - Orrin V/. Clifton . ' Wayne D. Neathery '  ' No further nominations having been made,'the nominations were , closed" and the vote taken. The vote.having been taken and counted, the Chair man-announced that the foregoing nominees had .been elected Directors of the-. - ; corporation by unanimous vote. .' ' '` . . The Treasurer reported that sales-of the corporation for'the six . i months ended January 3, 1965, amounted to $865,241. During the same period, the corporation Inclined a net loss of $96,483. On January 3, 1965, the corporaVtion owed to the Fidelity Union Trust Company of Newark, New Jersey, $1,200,000 Subsequent to that date, the corporation borrowed from Victor Manufacturing & ` ' Gasket.Company $1,150,000 and repaid the Fidelity Union.Trust Company.- The . .borrowing from Victor Manufacturing & Gasket Company was .made pursuant;to authority granted by the Board of Directors at its meeting oh June 30, 1964. . Upon consideration of the rejxsrt of the Treasurer, and upon motion duly made, seconded, and unanimously approved. It was ' .. - RESOLVED that the report of the Treasurer, submitted . and read to the meeting by him, be received and . approved. .' The Chairman called attention to Section 5 of Article HI of the . ' by-laws which provides, in part, that "The first meeting of each newly elected Board shall be held at such time and place, either within or without the State of New Jersey-as shall be fixed by the vote of the stockholders entitled to vote at ~ the annual meeting.' .' . After discussion, upon motion duly made, seconded, and unanimous ly approved, it was ' . ' . : RESOLVED that the first meeting of the newly elected: . ' ' :, Board of Directors shall be held at 5750 West Roosevelt . Road, Chicago, Illinois,'immediately following this : . meeting. . ` Tharo being no further business to come before the meeting, on . motion duly made, seconded and carried, the meeting adjourned. APPROVED: Chairman Secretary PROXY FOR REGULAR ANNUAL MEETING OE THE SHAREHOLDERS OF SMITH & KANZLER COMPANY : / KNOW-ALL MEN-BY TOESE PRESENTS, That the Victor Menu- facturing .& Gasket Company, a corporation created and existing . under the laws of the State of Illinois and having Its principal place of business in the City of Chicago, in the County of Cook and State : of Illinois (pursuant to duly adopted preambles-and resolutions of ' the Board of Directors of said Company), does hereby name and . appoint GEORGE E. VICTOR Its true and lawful attorney for it and in - its name at the regular annual meeting of the shareholders of.Smith & Kanzler Company, to be held at the principal office of said cor- ' poration, at S7S0 West Roosevelt Road, Chicago, Illinois, on the - 16th day of March; A. D. 1965, at 8:40 in the forenoon of said day. . and at any and all adjournments of said meeting; to vote upon all' the stock of said Smith & Kanzler Company owned or held or stand ing in its name, or upon which for any reason it shall or might be .-entitled to vote, upon any and all questions and business that may come before said meeting, and also the election of a Board of Directors, and the transection of such other and further business as may regularly come before the meeting; with full power-and authority, to act for It and in Its name at said meeting or meetings, as fully as it could do if personally present and acting. - IN WITNESS WHEREOF, said Victor'Manufacturing & Gasket- Company has caused this Instrument to be signed In Its name and on Its behalf by Its President and Its corporate seal to be affixed , attested by its Secretary, this 3rd day of March, A. D. 1365. ' ' - VICTOR MANUFACTURING & GASKET. COMPANY - ATTEST: . ' By__----------------------------------------- --------- ------ -------Its President Its Secretary