Document baJ94NzNwMG8z5XB8DvQRkGRD

FILE NAME Keene KNE DATE 1964 Feb 4 DOC KNE014 DOCUMENT DESCRIPTION Baldwin Inc. Board of Directors Meeting Minutes with Attendee list 010101 AE AE BALDWIN INC SCARD OF DIRECTORS FEBRUARY 4 1964 Gen ra coger A special meeting of the Board of Directors of Baldwin Inc. was held at the office of Ballard Spahr Andrews & Ingersoll Land Title Building Philadelphia Pa at 11:25 A.M. on Tuesday February 4 1964 The following directors constituting a quorum were present Messrs A. M. Ehret W. R. Spofford B. L. Corson R. J. Lewis H. E. Howell R. E. Crawford M. M. Wilson E. R. Stevens Messrs C. L. Corson H. L. Humes W. A. Schreyer and W. A. Dill were absent la, + Mr. P. L. Corson was present by invitation Mr. A. M. Ehret presided and in the absence of Mr. W. A. Schreyer . Mr. E. R. Stevens recorded the minutes . The Chairman advised the directors that the special meeting had been of the Thermal Insulation Contract called to discuss the Company's acquisition Division of Mundet Cork Corporation The Chairman distributed a memorandum outlining the reasons for the with Mundet Cork Corporation proposed executed acquisition and copies of an agreement by him on behalf of the Company setting forth the terms of the acquisition The Chairman read the memorandum referred to above and following on motion made by Mr. R.J. Lewis discussion of the memorandum and the agreement seconded by Mr. B.L. Corson it was unanimously ff & | A E010105 E010105 E010105 E010105 E010105 E010105 E010105 E010105 Board of Directors 2 February 4 1964 tere RESOLVED that the Board of Directors of Baldwin and confirms the action of E.R. Stevens Inc. hereby ratifies approves and delivering on its behalf as President of the Company in executing with Mundet Cork Corporation dated January 30 1964 pro- an agreement of Mundet Cork Corporation's te viding for the purchase by the Company Thermal Insulation Contract Division rte that the officers of Baldwin Inc. are hereby RESOLVED deliver and to accept in the authorized and directed to execute and and documents name and on behalf of the Company such instruments bills of including assignments of leases and contracts and a bill or and sale for the assets to be purchased from Mundet Cork Corporation to do all such other acts and thwiintghs ta hs e mpauyrcihansteheoifrthoepinTihoenrmbael n Ie nc se us l- - e sary or desirable in connection and in order to carry Division of Mundet Cork Corporation ation Contract out the purposes of the foregoing resolution we The Chairman advised the directors that it would also be necessary for the Company to qualify to do business in a number of additional states Upon motion duly made and seconded it was unanimously RESOLVED that for the purpose of authorizing the corporation in state territory or dependency of the United to do business any in which it is necessary or expedient oe States or any foreign country without limit- for this corporation to transact business Florida including Georgia Missouri and Ohio the ation the states of California of assets of of the Corporation's purchase as requirIendsublyatiroea nsoCnontract Division of Mundet Cork Corporation the authorized to appoint Thermal officers of this corporation are hereby of proper all necessary agents or attorneys for service and substitute location of all necessary process to designate anudndechrantghee tchoerporate seal to make and file statutory offices and of attorney and other all necessary certificates reports powers of such state territory instruments as may be required by the laws to transact or country to authorize the corporation dependency whenever it is expedient for the corporation business therein and and withdraw therefrom to revoke to cease doing business therein for service of process and to any appointment of agent or attorney revocation of appointment or sur- file such certificates reports to terminate the authority render of authority as dmoaybubseinensescesisnarayny such state territory of the corporation to dependency or country The directors then discussed the Company's cash requirements for of the Thermal Insulation Division of Mundet Cork Corporation 1 the purchase with MacAndrews & Forbes Company 2 implementation of the Company's agreement under the agreement with Pall Corporation 3 further capital expenditures Board of Directors 3- AE 010106 February 4 1964 4 the purchase of inventories from Keasbey & Mattison Company and 5 additional capital expenditures of the Company Itwas the sense of the he meeting that a loan of about 6,000,000 will be necessary asked Mr. W. R. Spofford as Chairman of the Executive Committee o0 and the directors Ceqrey Committee to negotiate on the Company's behalf with Philadelphia National Bank for such a loan The Chairman then asked the directors to consider the election of Mr. Leon T. Choate as a Vice President of the Company After consideration and upon motion duly made and seconded it was RESOLVED that effective February 10 1964 Leon T. Choate is hereby elected Vice President Industrial Insulation Sales of Baldwin Inc. to serve at the pleasure of the Board of Directors There being no further business to come before the Board the meeting was adjourned at 1:15 P.M. = E. R. Stevens Secretary of the Meeting patein,