Document dY7ZGox0b8G8N7XEoLNzQb2N9

S ;4: !G :ntr nC : <1362065 =43; =es anaconda lead pfoducts ca:.;?pY Mdsutes of, Special Meetjng.._of Board of Directors. A special meeting of the Board of Directors of kNACONDA DEAD PRODUCT3 CQIZPANT, a Delaware corporation, was held at Soon .1300, No. 25 Broadway, New Fork, N. F., on Wednesday, October 23th, 1936, at 12 o'clock noon. There were present the following: Robert E. Dwyer Frederick Laist D, S. Hennessy Janes Dickson being a majority of the directors and a quorum for the neeti ' Mr, Robert E. Dwyer, President, acted as Chaim and Sir. D. B. Hennessy, Secretary of the corporation, acted Secretary of the meeting. The Secretary presented a written waiver of notice for the meeting and was ordered to file the same with the minutes of the meeting. Following is such waiver: PNYC00008317 :ntr 'C-.dssaees The Chairmen stated that International Smelting and Refining Company, the owner of all the shares of capital stock of this Company, had adopted a plan for the liquidation of this Company which in volved its dissolution and the transfer and distribu tion of all its assets and properties to said Inter national Smelting and Refining Company in complete cancellation or redemption of ell the stock of this Company, Thereupon, on motion duly made and seconded, it was RESOLVED, that the plan of liquidation of this Company adopted by International Smelting and Refining Company, the owner of all the shares of capital stock of this Company, providing for the dissolution of this Company and the distribution and trans fer of all its assets and properties to its stockholders in complete cancellation or re demption of all its stock, be and the same hereby is approved and adopted; and further RESOLVED, that in the Judgment of this Board of Directors, it is deemed advisable and most for the benefit of this corporation that it should be dissolved, its affairs liquidated, and its assets and properties transferred end distributed to its stock holders in complete cancellation or redemp tion of all its stock; and further RESOLVED, that a special meeting of the stockholders of this Corporation be and the seme hereby is called to be held at Room 1300, Ho. 25 Broadway, Hew York, N. Y. on November 19, 1936, at eleven o'clock in the PNYC000033-13 -'ss "sg :nt^. sc:desses2 -12 forenoon (or if the holders of ell the issued and outstanding capital stock of the Corporation having voting power,shall waive notice in writing of said meefing, then at such time and such place as said stockholders may designate) to Consider and vote upon said proposed dissolution and liquidation of the Company and the distribution and transfer to its stock holders of all its assets and property ir. complete cancellation or redemption of all its stock; and the Secretary be and he hereby is authorised and directed to cause such notice to be given to stock holders of such meeting as shall be re quired by the laws of the State of Dela ware and the By-laws of the corporation. There being no further businees the meeting adjourned to reconvene upon the call of the President. Secretary. PNYc 00083l9 .TUN-12-' 95 .PC2 -'-P2P MS3 :nt* TEL nO:4Q202 34*1 A^tACaKPA BEAD M0PPCg,3 COaPATtr ',>ivgj...g-ot;,ca of Special Meeting of Directors. The undersigned, being all the Directors of ADACONDA LEAD PRODUCES COMPANY, a Delaware corporation, do hereby waive any and all notice whatsoever whether required by law or the Sy-laws of the corporation, of the time, place and purpose of a special meeting of the Board of Directors of acid corporation, and do hereby fix.Wednesday, the 23th day of October, 1936, at twelve o'clock noon, as the time, and Boom 1300, No. 25 Broadway, New fork, N. Y., as the place for the holding of said meeting, the purpose of said meeting being (l) to consider a proposal to dissolve the corporation, liquidate: its affairs and distribute and transfer all of its assets and. property to its stockholders in complete cancellation or redemption of all the stock of the Company; (2) to call & special meeting of the stockholders of the Company to consider and vote upon such proposed dissolu tion, and (3) to consider and take action upon any and all other matters which may properly come before said meeting. Dated, October 28th, 1936. PNYC00008320 rU"J-:2-'99 :*: 52 :D:^CG sjtzo `"SG ;nts 'C .'486226; "Si =;2 AA'ACOl.TA LEAD PRODUCTS CO"?Airy Minutes of Special Meeting of Stockholders. A special meeting of tne Stockholders of AUACOiCA LEAS PRODUCTS COMPADY, a Delaware corporation* was held at Room 1300* No. 25 Broadway, New York, N, Y., on rednesdey, the 23th day of October, 1936, at two-thirty o'clock in the afternoon. . Mr. James Dickson, acted as Chairman, and Mr. D. B. Hehnessy, Secretary of the corporation, acted as Secretary of the Testing. A list of tne stockholders of the Corporation, arranged in alphabetical order and containing the names and addresses of such stockholders and the number of shares of Capital Stock of the Corporation held by them respectively, which had been prepared and certified to by the Secretary of the Cor poration, was presented to the meeting. From such list it ap peared that there were issued and outstanding and entitled to vote at the meeting 13,650 shares of Capital Stock of the Corporation. . The Secretary presented a written waiver of notice duly signed by the holder of all of said stock and was ordered to file the same with the minutes of the meeting. Proxies having been celled for and presented end the PHYCOO006321 *UN-l2-'SS L4i *3 ;C:i=CC =_PC~~ ^SG CNTr? sC:^565262 rail having been callsi, the Chairman state; that Inter national Smelt lag and Refining Company, th9 holder of all one Issued and outstanding Capital Stock of the Corporation v=3 represented at the nesting by its proxies and attorneysin-fact Messrs. Janes Dickson and 'H. K. Daly. . The Secretary examined the list of stock holders and the proxies presented to the meeting and the qualifications of stockholders present in person or repre sented by proxy aid advised the Chairman that all those stockholders hereinbefore stated to be present in person or represented by proxy at the meeting were entitled to vote thereat* The Chairman announced that International Smelting and defining Company, the oaaer of all the stock of the Company, had adopted a plan of liquidation of this. Company v.-hich involved its dissolution and the dlstri- ` fcution of its assets and property to said International Smelting and Refining Company in complete cancellation or redemption of all of the stock of this Company. The Chairman presented and read to the meeting the minutes of a special meeting of the Board of Directors held October 03, 1836, approving and adopting said pica. - After discussion, the adoption of the folio-.lug resolutions was regularly moved and seconds': pnycooo8322 :un-:s-'39 u: 53 ::r-zcz =-_pzp iss :ntp t=l NC:4essess RESOLVED, that the stockholders of this Corporation do hereby approve end adopt the plan of liquidation of this Corporation ap proved and adopted by the Board of Directors of this Corporation end by International Smelting and Refining Company, the owner of all its capital stock, as set forth in the minutes of a special meeting of the Board of Directors.of this corporation held October 28, 1916, presented to. this meeting; and further . RESOLVED, that the stockholders of ANACONDA LEAD PRODUCTS COUPAUY do hereby consent that a dissolution of the Corporation shall take place,' end do hereby authorize, empower.and direct the proper officers of this Corporation to exa cute any and all documents and to cauae such action to be taken as may be necessary to effect the dissolution of the Corporation In accordance with the provisions of the General Corporation Law of the State of Delaware, end further . RESOLVED, that said officers be and they hereby are authorized and directed to liquidate the Corporation and to distribute . and transfer all the assets and property of the Corporation to its stockholders in complete cancellation or redemption of all its stock upon surrender of the certificates representing said stock. Ballots having been prepared, the stockholders voted by ballot on the foregoing resolutions, and the Secretary having canvassed the votes so cast, reported that the adders of 13,650 shares had voted in favor of and the holders of no shares had voted against the adoption of said resolutions. . pNtCOOO8323 : 4: 34 : ^"LPZP N'S5 CN^sj "EL nCj4862062 The Chairman then announced that, es the holders of all of the issued and outstanding capital stock of the Corporation were present in person or represented by proxy at the meeting and had voted in favor of the adoption of the foregoing resolutions, said resolutions were adopted. The Chairman then stated that, in accordance with the General Corporation taw of .the State of teleware, it would be necessary that holders of all the issued and outstanding stock, represented by proxy at the meeting, hav ing consented to the dissolution of the Corporation, should also signify such consent by executing a written consent to dissolution, a copy of which the Secretary presented to the meeting. Thereupon, said stockholder represented by proxy at the meeting, executed such consent to dissolution. There being no further business, the meeting on motion duly made, seconded and carried, was adjourned. Secretary PNKooooa3i+ '39 13: 5J ;:4fiCG ='-PZ9 ^S5 -NTR nC .'4662062 33g. ., A"ACD,N'DA LEAD JftQrJCSS CaaPAIJY U.5r <S. STOCKHOLDERS - OCTOBER 1936. -oOo- aSS IN"".?i:AiIONAL SITING ASD REFliilifO COilFAOT No. of Shareq 13,650 Certified Corrects Secretary. pHtC0C008325 nO`40S5265 ANACONDA LEAD PRODUCTS COMPANY YialYer of _NQtiee_fl .Special Meeting of Stockholders The undersigned, being the holder oi' til the issued and outstanding Capital Stock of ANACONDA DEAD PRODUCTS COMPANY, a Delaware corporation, does hereby waive any and all notice whatsoever whether required oy law or the By-laws of the corporation, of the tine, place and purpose of a special meeting of the stockholders of said.Corporation, and do, hereby fix Wednesday, the 28tn day of October, 1936, at two-thirty o'clock in the after noon, as the time, And Room 1300, No. 25 Broadway, New York, N. Y., as the place for the holding of said meeting, and consents that such business be transacted thereat as may law fully come before said meeting, including but without limitation thereto, a proposal to dissolve the corporation, and to authorize the distribution and transfer of all the assets and property of said Corporation to its stockholders in complete cancellation or redemption of all its stock; and the undersigned does hereby agree and consent to the dis solution of said Corporation. Dated, October 28th, 1936. INTERNATIONAL SKEIIINO AND REFINING COMPANY ATTESTl Vice President PNYC00008326 -UN-12-'39 56 :3:*PC3 =-aZS "1SS CNTR NC: <1662062 34=1 ANACONDA LEAD PRODUCTS COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a stockholder of ANACONDA LEAD PRODUCTS COMPANY, a Delaware corpsrati an, does hereby constitute and appoint JAMES DICKSON, D. 3. ritUHESSY and IV. K. DALY, or any one or all of them, or their or his substitute or substitutes (power of substitution being hereby given) the true and lawful attorney* and proxies of the undersigned for and in the name* place and stead of the undersigned, to attend a special meeting of the Stockholders of Anaconda Lead Products Company, to be held at Room 1300, No. 25 Ercadway, Net; York, N. Y., on the 2Sth day of October, 1936, at two-thirty o'clock In the afternoon, and any adjournment or adjournments thereof, end at such meeting, or any Adjournment or adjournments thereof, to action behalf of the undersigned in (a.) voting shares of the capital stock of Anaconda Lead Products Company owned by and standing in the name of the undersigned in favor of the dissolution of said Anaconda Lead Products Company, and the adoption of a resolution authorizing the distribution and transfer of all the assets and property of said Company to its stockholders in: complete cancellation or redemption of all its a took, (b) signing a consent to the dissolution of said Company, and (c) transecting such other business as may properly come before the neeting, as fully as the undersigned could do if personally present thereat, hereby ratifying all that all or any of the sa.id attorneys or proxies, or eny substitute or sub stitutes, Bay. $01.,toy virtue^hereofmajority1 of said attorneys and proxies, or tneir substitutes who shall be present and set at the meeting (or if only one shall be prseent and act, tnen that one) snail have and may exercise all the powers nersby conferred; and the undersigned stockuolder hereby consents in writing to the dissolution of said Anaconda Lead Products Compsny FITNESS the hand and seal of the undersigned, this 2 31 n day of October, 1936 INTERNATIONAL SMELTING AND REPINING CON..'.,:.-" JLN--I2' INT.R nC : ^SSZ'ZSZ 3s: ANACONDA LEAD PRODOCTS COMPANY Sffsstsl Me.gt.iEg. of S.darc of Directors as Trusts3 i.l Pi3?9lvit;t.aa - A special meeting of the Board of Directors as Trustees In Dissolution of Anaconda Lead Products Company, a Delaware corporation, was held at Room 1300, No. 25 Broedway. Borough of Manhattan, City, County end State of New fori:, on Saturday, the 31st day of October, 1936, at 10:30 o'clock in the forenoon. There were present the following: ! Messrs. Robert E. Dwyer : ' D. B. Hennessy i James Dickson being a majority of the Directors and Trustees and a quorum for the meeting. Ur. Robert E. Dwyer acted as Chairman end Mr. D. B. . Hennessy acted as Secretary of the meeting. The Secretary presented to the meeting a written waiver of notice thereof and was ordered to file the same with the mlnutea of the meeting. following is such waiver: PNYC00008328 14; ; ' I'D: -RCC CNTR TEL nC: 4362262 5451 =20 ASACOm USAD PRODUCTS XOUPANY '(.>iTer.?f ,Ng,t,ic,< .<?$ Ksttins ,af ScarA af Pir&siqx'.g ^gJLruawt-to.gmqlufeHB^ The undersigned, being ell the. Directors end Trustees In Dissolution of Anaconda Lead Products Company, a Delaware corporation, do hereby waive any and all notice whatsoever, of the time, place and purpose of a special meeting of the Board of Directors as Trustees in Dissolution of said Corporation, and do hereby fix Saturday, the 31st day of 3ctober, 1936, atl0i30o*Glock in the forenoon as the tine, and Room 1300, No, 25 Broadway, Borough of Manhattan, City, County and State of New York, as the place for the holding of said meeting, the purposes of said meeting being, to liquidate said Corporation, and transfer and distribute all of its assets and property to its stockholders in complete cancella tion or redemption of all its capital stocl^and to consider and take action upon any and all other business which may properly come before said meeting. Dated, October 31, 1936. PNYC00008329 rUN-iS-'SS .4::"? I ji^FCZ -LPZP ""SS ZN^=? nc:aseaesz =4=1 T'a Chmlrum r:'vised tie? ieetir.f thmt 4 a special nesting of the stockholders of the Company held on Catobsr .3, 19CS, resolution* h' bean unanimously adopted approving and adopting the plan of liquidation of the Compmsy previously adopted by the Directors and authorising the dissolution of the Company and the distribution of rll its assets in complete cancellation or redemption of all its stock. The Chs-iraan advised the meeting that a Certificate of Dissolution hcd been filed in the office of the Secretary cf State of Delavnre on Ootober ss, 1953, tad the Corporation was nor; dissolved. The Chairman stated that it ras in order to consider a resolution author!zing the distribution of all of the assets and property of the corporation to the ovaier of all its Capital Stock, Inter national SEeltiag end Refining Company, a montane corporation in pursuance of the plan of liquidation of the Company a.-..roved, by the stockholders, A balance sheet of'the Company as of the close of business on September 30, 1936, was submitted to the meeting end was ordered filed with the minutes. Thereafter, on notion duly nade end seconded, the following preamble :nd resolution were unanimously adoptedi .THlKahS, the stockholders of this Company voted to dissolve the Corporation and have authorized the distribution of all the assets . of the Cob,any in complete cancellation or re . ' demption of all its stock snfi said dissolution has now become effective, - PNYCQ0008330 IN*'!?' "C:4562262 Kt fi RIS0LVS2, that pursuant to authority of ths stockholders of this Coup er.y riven r.t a special nesting duly called .end held on October S3, 1938, arid in accord;nes -.ith the .plan of liquidation heretofore scouted, the proper officers of Chi's Corporation be and they hereby are authorized and directed to liquidate the Con..any and to distribute jn transfer all the assets and property cf th Coop say to the owner of ell its stock, International Scalting and Refining Conpany, a lentan* corporation, in couplets cancella tion or reieuption of all the stock of the Con..any upon surrender of the certificates representing said stock. There being no further business, the nesting