Document a4X0oZjDJOYK7ZYLqDBg5VmbN

KXm/IKS or TOE AJOIUAL KEETDW 0? THE BOARD Of DIRECTORS 0? TOE GLXDDEN CCNPW Minutes of the Annual Meeting of the Board of Directors of The (Hidden Coopany, held at the office of the Company, 139^ Unioo Cceuerce Building, Cleveland, Ohio, on Thursday, February 10, 1955 t 10:30 A.M. ime diately following the Annual Meeting of the Cceraon Stockholder*. The following Director* were present: Dwight P. Joyce Paul E. Sprague John P. Ruth Alexander D. Duncan B. V. Maxey * Jobs H. Week* Robert D. Borner William 0. Phillips Willard C. Lighter Harvey L. Slaughter Mr. Dwight P. Joyce, President, presided and Mr. Robert D. Bonier, Secretary, recorded the minutes. Copies of minutes of the January meeting of the Board of Directors having been mailed to each Director, the Directors present, upon motion duly made and seconded, unanimously.agreed to dispense with the reeding of the minutes end approved thorn as they appeared in the copies received by them. The President announced that the meeting could proceed with the elec tion of officers for the ensuing year and that seminations would be received, whereupon the following nominations for officers of the Company were made by Mr. John H. Weeks: Dwight P. Joyoe, Cfcalnma of the Board of Directors end president Paul R. fiptsyat, ties President John P. Attn, Tics President B, W. Majcey/Tlee President * Willard C. Lighter, Tice President Alexander D punesa, Tice Proldent Btrvey U Slaughter, Tloe President Bewail Bsetty, Tloe President Robert p. goner, Secretary WUUemff.,PhUllps,Pr**surer Oeorps ili itentr, Controller vm^^em**lb*rg*r, Asslatent Secretary CLD016659 Upon action duly #ecoMed and uaeniaouily oarrled, ncedna- tione vtre closed and thw Secratary vaa instructed to east the unanimous ballot of all Director# preient for the election of the officer# above noalnated. The following Director# vert nominated by Kr. Survey L. Slaughter to #erve a# regular Mahers of the Bcecutire Coaaitteei Dvight P. Joyce, Chalrasn Paul 1. Sprague John P. Suth B. V. Maxey AT eranflrr D. Duncan Mr. Robert D. Borner van al#o nominated by Mr. Daughter to serve as an alternate -->ir of the Executive Ocaadttee in the absence of cue or ore of tbs regular aceftere of the Contittee frca any asetlag. Upon action duly eade, seconded end uoanlecMsly carried, the Secre- . te^ eaa litrugted to oast the unenleous ballot of all Directors present Dor , . U*>ee Directors ivsrtnated as regular and alternate -->3ere of ttoe Erecutive w ; doMttee.'' .V Opoe action duly aide, aeoonAed eat unantarxialy oarrled, the foi- loring Directors vert elected to serve as whirs of the Boms Ooaaltteei .. . Did X. Sprague, (Salnea . B. f. Mncty . totn 1, weeks - SfcmyX. itatfiter Upon notion duly aede, seconded and vtaanlaously oarrled, the foUorlng !-V: :S, raeere agpdBted to M iMAttv of the dtocb flpu OcadUni a Mai,*** '1 "'.'r-;'' fv.'. *VV >*?*' WtfV 3017 Director* vtr* appointed to eerv* u --dura of the Penelon Ccmltteet B. V Mexey, Chairmen Jobs B. Veeks VlUloi Q. Phillip# Cheater A. Letch The Pro>1dost Announced that ha had sad* the folioring appointeenta of certain son*alacted officer* and Ooarttteea of the Ootspeny for the enaulng jeer. Iheae *ppolnt*enta vere, upon motion duly Made and aecoa&ed, unani mously approved by the Director*. Officer* Lorall t. Pulllas, Tie* President Wilbur I. Mndenagel, Tlee Prettiest Biehard 0. Weatley, Aaalataot ftacretary Bobert Sehulta, Aulataat ftecretary Donation* Ocandttea Willi* 0. teUiyt, Chaima* '<**** ; Baal 1. flpreee, Chairmen Job* p. Buth Charle* B. Oamay Bobert P. JbTPer - Hr. 1. ftlton Allas (rotating Mdber tern expiring BaowBir Jt, im) fcr* f. fftgrae Oole (rotating oatfiar * Uia Peoufttr ji, 195$) . Br. Jfcrry ^. liefer (rotating pwfrir - term expiring Paawftnr 31, 1956) ' OagelA O* Oriatwen, .Ptarptyy :v'~ IhiitiiiltiVrair IfeoaU *.Oarr*n, Pecretaiy ' Food Labeling Comities Roger H. Burgess, Chairman and Secretary Prank J. Daniel* Robert L. Lotoo After carefully considering the current financial position of the Company, the Directors declared a regular c :arterly dividend on the Canon Stock of the Crm$any. Upon motion duly made, seconded nnd unanimously car- ried, it vas KESXVH), that a regular quarterly dividend of fifty cent* ($.50) per share on the Canon Stock of this Corporation be and It hereby is declared payable April 1, 1955 to stock holders of record at the close of business February 2d, 1955* FARTHER RESOLVE), that the proper officers of this Corpora tion be and they hereby are authorised to do everything necessary to carry out the terms of this resolution. All PTE's approved by the Bcscutlve Committee snd/or the President, ssvtll as those PTE's approved by the VIoe Presidents end the ftkglneerlng Department da set forth in a report prepared by tha Accounting Department dated February $, 1955 covering the period free January 15 V. February K, 1955 end totaling dlb,7$3, vere, upc motion duly made and seconded, unanimously approved by the Directors. Mr. Jchn f Ruth submitted PIE So. 10*353 In the amount of 1115,756 covering the purchase and installation of an Xlaco Drum Filter at the Chsmlcals-Plpwsota-Metals Division'* 8t. galena, Baltimore plant. This ex- , penditurewes explained by Mr* Ruth in a nsmorandw dated January 29, 1955 ;':..*ddreMd to the Directors, tfccn motion duly made and secaodad, PFE Bo. D-353 vas uneaimxtily approved* Mr* Alexander D. Itaaoen submitted and the Directors, upen motion :;,^.ade''bd econded>. saanlmoesly approved m So. -................................... * - - inthe mmowt of 'w&V m ad] $22,260 end Vtt Ho. 1-485 In the amount of $3,196 covering, respectively, the purchase of equipment necessary to palletise Merchant Sales material# and the relocation of agitator tanks at the Paint Division's Cleveland plant so as to effect materials' handling savings. Mr. Duncan also submitted and the Directors, upon motion duly made and seconded, unanimously approved PIT Mo. 5-196, In the amount of $13,902, covering purchase and Installation of additional thinning tanks and a pebble mill, and PTH Ho. 5-196, In the amount of $21,500, covering the coet of con structing a second floor metianlne between two existing buildings at the Paint Division's St. Louis plant. Mr. Duncan explained that the construction of the meuanlne would, as authorised by PTM 5-199# permit the 8t. Louis Division to provide room for installation of the additional equipment covered by tn Ho. 5-196* Mr* Villard C. tighter submitted PTX Mo. 37-993 in tbe amounVot $95,190 covering purcbsse and insteUatlooof two tterco centrifuges, in born- aeotion with tbs project approved by ttotoecutive Ocemlttee June''3, 1954 authorising expaaalon of tbs Chsnurgy Division's Chicago industrial protein plant* Me also presented PTS Mo. 37-595 in the amount of $4,650 covering tbe purchase and installation of a power feeder for these oentrlfuges, stlso n part of the protein plant expansion project. l|voc motion duly made and seconded, Bit's Moa* 37-993 and 37-599 ware unanimously approved by the Board aa pre sented by Mr*. Ugjrtar. Mr. Jbbert i* tosen reported on dsrvelopneata during the preceding f * < - i' *" * cs^ relating totto price end arsliebilityof pi^rnot*, ch#mteals, vegetable . . oils, and otfasr agricultural eoamb&iileb, fcetaia, containers and other. v y to enter into ccaooditie* future* contract* on behalf of the Company under the Pule* and Regulation* of tbe Board of Trade of the City of Chicago. RESOLVES), that the following officer* of tbla Ccopany be and they are hereby authorized to enter into future* ecntract* a* defined by tbe Rule* and Regulations of the Board of Trade of tbe City of Chicago for and on behalf of this Coapany, and that this Ccapany shall assuae all liability on such contracts and shall pay and discharge all obligation* arising thereunder: Dvlght P. Joyce, President B. V, Mexey, Vice President Willard C. Lighter, Vice President Wilbur B. Bindenagel, Vice President Richard 0. Westley, Assistant Secretary Robert Scbultf, Assistant Secretary PORKER RESCLVH), that all previous resolutions adopted by this Board of Directors authorising officers of this Company to enter Into futures contracts under tbe Rules and Regula tions of said Board of Trade he sad they hereby are super seded, and PCKTHER RESCCVXD, that this resolution shall renal* la foroe until notice of its modification or repeal has been given to the Secretary of the Board of Trade of tbe City of Chicago. . Upon notion duly --de.soad. seconded, tmft&lcwing resolutiao relative to a lost stock certificate vis unanimously approved by the Directors: WHOM, the United States fidelity and Ouentnty Company has represented that Certificate Bo* SB 172932 for 20 shares of Ci --c m Capital Stock of Tbe (Bidden Coepaay, registered In tbe mm of ttvard V* Ditmars, and Certificate Bo B 17*A65 for 19 shares of Co--ce Capital Stock of The (Bidden Coapany, registered in the name of Augustin S. fcrt and Bug-- J. Xmj, as executor# of the estate of Bdvard v, Dltaars, deceased, have been lost, mislaid;' stolen nr destroyed sc that the mm oenaot be found or grodaoed; end that Austin s. llsrt end Bugsoe J* ds --eeutors of.the estate of Btuaxd V. Z>1tears, deceased, have hot plhdfrt, hypothecated or otherwise trans ferred any interest in said certificate#; end ttt no one other thaa John B. Mtmers, Jr*, Adnlnistrator ctd of the estate of Btarard V* Wt--rs, deesMed, has any right, title or interest in or to seld cartificetes,; MM> VHERM8, the ttaftedfttetee fidelity end DueraatyOc--eny AM *e*rregoeet for' *b* lee---- if: nee certificates for said f-.vV -y*; I# pharos nd has tenderei W this corporation an indemnity b-.nd executed by the United States FiJe-ity nni Guaranty C.ropsny, in the penal sum uf Open *>ollf:rs, to Indemnify and save iiamiess this corporation, The CJevelond Trust Canpany, Cleveland, Ohio, Central Rational BnnV. of Cleveland, Cleveland, Ohio, The New York Trust Cvirpuny, ttev York, Rev York, end The Chnsc National Rank of the City of hew York, Nev Y'.rk. Nev York, their successors and assize, U<; ClMgees th'-^ein, frenj or.d Cfl.nGt ony and all losses, damages, cos's, charges, counsel fees, payments, expenses and liabilities whatsoever, which the Obligees, oi` any of them, or their respective successors . r assigns, at eny time shall .-r isay sustain /r incur und tc induce this corporation, its transfer agent, and its registrar to issue, countersign, and register nev certificates in lieu of such lost, destroyed, or stolen certificates, NOW, TKHirORE, BE IT liESOLVlD, that this indemnity bond Is now approved and accepted by the officer of this corporation and the officers of this corporation are authorized and instructed to deliver new certificates. The Cleveland Trust Corpeny os Transfer Agent is authorized and instructed to countersign said certificates and Central National Bank of Cleveland as Registrar Is authorized and instructed tc register sold certifice*/.* for 35 shares of Con*t:n Capital Stock of this coloration ln Qf John R. Ditnars, Jr., Administra tor CTA of the estate of Bivard V. Ditoars, deceased, in lieu cf said lost, destroyed, or stolen certificotes end such transfer agent aod registrar be and they are hereby relieved of all liability or responsibility by reason of the Issue, countersignature and registration of said nev certificates in accordance with this resolution. A report dated February 1, 1955 submitted by Mr, B. VT. Maxey, Chairnan of the Pension Cooedttee, and addressed to the Directors, relating to a proposed general amendment of the Company1* Retirement Plan fer Salaried Employees, was carefully considered by the Directors. Follcving a short discussion of the Pension Camlttee*# report, the Board, upon motion duly made and seconded, granted preliminary approval to the Committee1* recaomendations. Pinal action by the Director* on any change in the Plan was deferred until such time prior to December 1, 1955 as more definitive proposals could be prepared by the Ccmittee and submitted to the Board for its approval prior to submission of the amendments to the stockholders of the Company for adoption. GLD016665 At J2:15 P.M. the meeting wee receeee.i f.r 1 *n-:l end Ifter recon vened st 1:30 P.M. Mr. Alexander J. .Ajncan, Vice President, presented License Agree- rccnts which his Division proposed to enter into with rvseigal upo Cla. l.Ula. S.A., Puenos Aires, Argentina, Companla do Tniuetrlas / A7rcar S.A., Santiago, Chile, and Grace y Cia., Liuo Peru, subsidiaries of w K Grace t Co., covering the raanufacture and sale of paint products by U.cc< licensees in respective countries. The Jgreeroents were carefully considered by the Directors end were, upon motion duly mode and seconded, unanimcusly approved, subject to certain modifications to be negotiated with W. R. Grace t. Co. and the licensees by Mr. Duncan. The Directors, upon motion duly made and seconded, unanimously ap proved the acquisition of one acre of land adje-inio-, the Chemurgy Division's Calumet River terminal grain elevator site from Great takes Carbon Corporation at a total cost to the Company of $1*2,000. Mr. Dwight P Joyce reported to the Directors thst Westvaco Division of Pood. Machinery and Chemical Corporation had exercised its option to lease the CheaicalB-Pieaents-Metals Division's Argents, Nevada property in accordance with the agreements approved by the Directors October 22, 195I*. Under this Lease Agreement, he stated, Westvaco would pay the Company quarterly royalties of $1.50 per ton on all barytes ore shipped fre* the property for a period of five years commencing February 1, 1955> aubject to e minimum royalty of $50,000 per year. During this period, Westvaco would retain ita option to purchase the property at a price which would yield the ton^pany not less than $375,000 after Federal income taxes computed at capital gains rate*. Hr. Paul F. Sprague, Vice President, reported to the Directors on a proposed Baval Stores Division tall oil and terpene chemical expansion nrognm GL0016666 8/10/55 I described in his February 1, 1955 memorandum to the Directors. Be also cemented on the Kaval Stores Division's Jacksonville, Florida pine oil project and shoved slide projections to the Directors of the Kaval Stores Division plants at Jacksonville, Florida and Valdosta, Georgia. The Directors discussed an engineering service contract which the Kaval Stores Division had received frea the Badger Manufacturing Ccapany of Cmhrldge, Massachusetts covering consultation and design vork pertaining to the construction of an 1-nenthol and related terpene chaslcal plant by the Company at Jacksonville. Mr. Ruth pointed out disadvantages to the Ccapany which can result frem depending vzsz c-3 outside engineering talent and services than on developing and utilising this talent vitbin the Ccajpany itself. Mr. Sprague vas requested by the Chairman to re-examine this situation to see If possible alternatives might better accomplish the purpose of the contract. Vo further action vas taken* There being no further business to cease before the Directors, the meeting vas adjourned. GLD01666?