Document dk5aprdGwGGRXyxLB3XpKLw6

imvm o? m as k u ad vmmo OP THE BOARD 0? &B&C2X&& OF EBB GLIDM COMPANY Minute* of the Annual Meeting f the Board of Director of She: Oliddon Coapany held at the office of the Cocpett^# 900Uii^ Building, Cleveland# Ohio, on Thursday# Dococher 8,1960/ at llilj A.H. The following director voro present* fright P# Joyce * Alexander D. Duncan B. W.Haxey; John H.WoeJffl BobertD.Eomer . William-0* Phillip Willard C* Lighter B&my L* Slaughter CteokgeM.Balsey OeoigeS. Wtmer VilliasiP. Smith Paul*. Jteidhardt Hr* ft* L* bozon# Director of Purchasesand TradeBalations, was present at the nesting during consideration of the. Oeaer&l PurcfcasingDepartneat1 report* ' Mr* fright P* Joyce, Chairman* presided and Hr. Robert D.. Horner# Secretary# recorded the Minute* . Copies of the ninutoe of the Bovm&er meeting ctf the Directors haying been mailed to each director# the Directors# on notion made and seconded#, unanimously agreed to dispense with tbexeading of the nixmtes and approved them, as they appeared in the copies received by then* . The Chairman announced that the neeting vonld proceed with the . election of offioers and that nominations vculd ^received. Whereupon# the following officers of the Cocpsay were nominated by Hr*Smith, to hold office until the next arutial stockholders meeting sod until their successors are elected and qualified! GL DO 09 030 12/3/60 Bright P- Joyce ** Chairman of the Board and President B. U. Msxey - Vice President--Finance Alexander D. Duncan - Vice President Harvey L. Slaughter - Vice President Willard C. Lighter - Vice President John H. Weeks Vice President--Personnel George M. Halsey - Vice President George S. Warner - Vice President Paul W. Heldhardt - Vice President Janes Vf. Pollard, Jr. - Vice President--Engineering Robert D. Homer - Secretary and General Counsel William G. Phillips - Treasurer Donald E. Erskine - Controller Richard K. Button - Assistant Secretary On notion code, seconded and unanimously carried, nominations were closed and the Secretary vaa Instructed to cast the unanimous "ballot of all directors present for the election of the officers shove nominated. The Chairman announced that he had appointed Messrs. Thomas K. Ansel, James L. Beauchamp, Robert B. Sinpson, and Herman F. Winger regional vice presidents of the Paint Division, with authority to use the title "Regional Vice President--Paint Division" in connection vltb their divisional management responsibilities. These appointments were, on motion made and seconded, unanimously approved by the Directors. The following directors were nominated to serve os regular members of the Executive Committee; Dwight P. Joyce - Chairman B. W. Maxey Alexander B. Duncan Willard C. Lighter Robert B. Homer ! Messrs. Harvey L. Slaughter and John H. Weeks wsre also nominated to serve, respectively, as first and second alternate members of the Executive Committee in the absence of one or more of the regular members of the Committee from any meeting. GLD009031 12/B/60 On notion node, seconded and unanimously carried* the Secretary was Instructed to cast tbs unanimous ballot of all directors present for those directors nominated as regular and alternate members of the Executive Comitteo. On motion made* seconded and unanimously carried* the following directors vote elected to serve as naribers of the Bonus Ccos&ittee: John H. Weefcs * Chairman B. w. Maxey Alexander D. Duncan Harvey X.. Slaughter Willard C. Lifter William P. Smith On motion made* seconded and unanimously carried* tbs following directors were elected to serve as occ&ers of the Stock Option Committee: John B. Weeks - Chairman B. W. Itoey Alexander D. Duncan Harvey L. Slaughter Willard C. Dieter William P. Smith \ 1 On motion made* seconded and unanimously carried* the following Branch Development connittee vas elected to carry out the Master PLen for Development of Branches approved by the Directors in July 1954: * Alexander D. Duncan - Chairman William 0* Phillips Paul W. Naldhardt William D Rtasell Willard P. Statzelberger Robert F. Groves Richard K. Dutton - Secretary James K. Stalker (Alternate for Mr. fhillips) Robert H. Gxob (Alternate for Mr. Stetzelberger) j The Chairman announced that be had appointed the following manage ment committees to serve until the next Annual Directors Meeting, ttieoe appointments were* on motion made and seconded* unanimously approved by the Directors: GID009032 i 12/8/60 FUTURE PROFITS COE&gTTSB Dwight P. Joyce - Chairman Vlillord C Lighter B. W* Moxcy G. M. Halsey Alexander D. Duncan Harvey L. Slaughter VIillion G. Phillips Robert . Dorfnoyor - Secretary FSKSIOH CO&gTgEB B. W. Maay - Chairman John H* Weeks William G. Phillips Harvey L. Slaughter Chester A. leach HI lllon P. Smith Waldo E. Van Fleet (Alternate for Mr* Leach) CORPORATE ADVERTISING CCgggmg B* W* Maxey - Chairman George F. Greve Tully H. Turney Robert R. Augsburear - Secretory William D* Kinsell Robert 3* Woodward (Alternate for Mr. Kinsell) PATENT CQMMJiFlBB Glenn M. Davidson - Chairman Robert D. Homer Charles . Carney Gerald G. Christensen Dr* Joseph P* Bain Dr. Harry J. Kiefer Dr* John V* Luck A. C* Dreehfleld Merton H. Douthitt Secretory RESEARCH WM Willard 0. Lighter - Chairman Dr. B. W. Allan Dr* Joseph P* Bain Merton H* Douthitt A* C Dreohfield Dr* John V* Luck B. Schulte Dr. Horry J* Kiefer (Alternate for Mr* Schulte) GL DO 09 03 3 12/8/60 poamofts cotfltmEE William O. ifoilllpo - Chairman Paul W. Neldhardt Harvey L* Slaughter George S. Warner Robert B. Augsburgor - Secretary FOHBXGK TRAEBttARK CO&CTTIBE William a. Phillips - Chairman Merton H. Douthitt - Secretory Charles E. Carney BfiHTT LAB5LXRG CMTO Roger II. Burgess - Chairman Theodore M. Steppart Tully H- Turney C. H Rundell - Secretory f o o b LflBELxno commas ^^r H. Burgess - Chairman and Secretary Fronfe J. Daniels Robert L. Lozon CAHTM. EXPENDITURES 8CHMIP0 COMMXTTSS Willard C. Lighter - Chairman Ronald E. Erokine William G. Phillips The Chairman reported that according to preliminary operating state ments he had received prior to the meeting, net income for the first fiscal quarter ended Itoveriber 30, i960 woo approximately $1,077,092 or $.47 per share, compared with $1,413,331 or $.61 per share for the same period the preceding year. Mr. Msxey, Vice President--Finance, and each of the operating vice presidents amsnsnted briefly on these decreased earnings and an current end anticipated future sales and profits of the Cottony and its divisions. Consideration was given to the monthly report of the General Pur chasing Department on developments pertaining to the price sod availability of principal raw materials purchased by the Carpany. Review of a proposed manual of purchasing policies end procedures, distributed to the directors GLOO09034 12/Q/60 ! ii irzsediately prior to the meeting, was postponed until the January meeting. Hr. R. I*. Lozoa, Director of Purchases and Trade Relations, was present during discussion of the General Purchasing Department report and its proposed policy manual. Mr. Slaughter, Vice Presictent--Food Division, discussed his Division^ intention to request authority to purchase two Girdler deodorizers during the 1961 year for the purpose of increasing production capacity of the C03qpaay,8 Louisville end Chicago vegetable oil refineries. He said that Mi*. John K. Slaughter, Jr., President of the Girdler Process Equipment Division of Charsstron Corporation, had advised Mm that an estimated $29,000 saving on the total cost of installing these deodorizer units at Louisville and Chicago could be effected if a commitment to purchase the units could be made before January 1. After that date, he explained, Girdler would require escalator j clauses In its deodorizer purchase agreements, which would probably increase | the cost of these installations. Following a discussion of the benefits to be obtained by making such a conmitosnt, Mr. Slaughter was, on motion made and seconded, unanimously authorized to notify Girdler immediately that the Company intends to purchase two 11,250 Ib/hr Girdler Seni-Confcinuous Deodorizers, at a total price of $3^3,600 fo.b. Louisville, for dolivezy to the Food Division^ Louisville and Chicago refineries during the l$6l calendar year- These expenditures, including auxiliary equipment and other installation costs, will be covered by PFE'o to be submitted by Mr. Slaughter as soon as adequate supporting data can be obtained. Consideration of the Twelfth Semi-Annual Progress Report of the Brooch Development Coumitteo was postponed until the January Board meeting. GLDC09035 12/3/60 j On action cade and seconded the Directors nnaniiaoualy adopted tbs following resolution authorizing a listing on the Hew York Stock Exchange of 100,000 additional shares of the Company's Coocon Stock to be issued pursuant to its 1959 Stock Option Incentive Plan: RESOLVED, that application be node by this Company to the Hew York Stock Exchange for the listing on said Exchange of 100,000 additional shares of Common Stock par value $10.00 of tbs Company to be issued pursuant to the 1959 Stock Option Incentive Plan; and HffiSHISR BS5CCBSD, that Dwight Joyce, President, B. U. Kaxey, Vice President, a. D. Homer, Secretory and R. k . Dutton, .Assistant Secretary of this Company and each of then be and. they hereby ore designated and authorised to appear before the Board of Governors of said Exchange in connection with any miters relating to ouch listing, with authority to execute in the nans and on behalf of this Company any and all such applications, amendments to applications, agreements or otter instruments with respect to such listing of sold Cczsaon Stock os may be necessary or proper to ccnply vitfa the require ments of said Exchange* I On motion node and seconded the Directors uuonimusly approved an j Agreement with the national Merit Scholarship Corporation, of Evanston, Illinois, a to carry out arrangements mode by the Donations Committee for four scholarships to be awarded by the Cocroany during 1961 under the Rational Merit Scholarship Program approved by the Board Key 17, 1957- She Directors reviewed the Secretary's monthly report dated December 7. i960, on matters on which Directors and Executive Cotnaittee action had been taken and on Which other action was pending* ) At 11:45 A.M. the meeting was recessed for luncheon and reconvened at 1:30 P.M. i She Directors considered a proposal by the Treasurer, Mr. Phillips, ' { GL DO 09 03 6 12/8/60 whereby the Cocpany would lend Its Venezuelan subsidiary's licensee, PJnturas Centro-Anericaana, 8.A., of Guatemala City, Guatemala, up to $125,000 to expand its paint business* The need for this financing and the details of the proposed loan arremgesent vene outlined in memoranda dated Bocoriber 7, i960, addressed by Hr. Phillips and Mr. R. R. Augsburger, Director of Financial Delations, to each of the directors. It was explained that if the Company rather than its subsidiary, Glidden International, C.A., made this loon, an XCA guarantee against expropriation could probably be obtained. Following careful consideration, a $3#9,00> loon to Fincasa and, at the discretion of the President and the Treasurer, an additional loan of not to exceed $25,000 within a period of one year were, on notion cade and seconded, unenizsousiy approved by the Directors. Mr. Halsey, Vico President--Cfconicalc Division, requested and the Directors, on notion made and seconded, unanimously granted bin authority to consult the Company to certain land acquisitions which he described as essential to his Division's future New Jersey dining operations as authorized by BAR 33-1 approved by the Board June 23, 1959* According to Mr. Halsey, it was desirable to sirajlteneously complete negotiations for two of these land acqui sitions in the very near future. She authorized acquisitions include purchase from Balaton Farina Company of a 50-foot strip containing approximately 8.8 acres to be used for a railroad spur providing access to the mining area. It was estimated that this strip could be acquired for $27,000 plus dosing expenses. It was explained that in order for the Ralston Purina right-of-way to be of value, an easement would also have to be obtained through the BOudaille Con struction Company's property Which would permit connection of the spur line with GLD009037 12/8/60 the Jersey Central Lines1 railroad. The amount to he paid for the Houdaille property would, cold to. Halsey, he a matter of negotiation. However, he anticipated that tho cash consideration involved would he nominal inasmuch c d the transaction would probably involve providing Hbudaillo gravel from the Company's mining operations at a nininim royalty. Mr. Halsey stated that in addition he wished to acquire a parcel of land consisting of approximately 56 acres, known as the Inman property. Ibis property separates a large parcel of land owned hy the Company, known as the Tiooot Tract, from a 4o~&cro parcel of land ovned hy the Company north of the Tisoot Tract. It woe explained that conflicting surveys and deed descriptions had resulted in questionable titles and a gap between tbs two parcels. Acquisition of this j latter property. It was pointed out, would also provide a supplemental water source for mining operations, as wall as needed drainage to the Tom River. Hr. Halsey estimated that the total cost of the three acquisitions would not exceed 50,000. Mr. Halsey discussed with the Directors negotiations he proposed to undertake with the Crane Coepany of Chicago, Illinois, for acquisition of tbs assets of its Johnstown, Pennsylvania iron powder business, known as its "Metals Division". Be estimated that the Cctpany could acquire these assets, consisting of land, plant facilities and inventories, at a cost of not to exceed 625^000. Ubder the arrangement Which he proposed, accounts receivable would he collected hy the Company for the seller's account, and no substantial past service pension liability would he incurred. Messrs. Weeks and Maxey discussed with the Directors a proposal made 1 hy union Proportlea, Inc. whereby the 15-year lease entered into hy the Cosgany,; GL 0009038 12/3/60 j coBxnenclng January 1, 1957, of the ninth floor of the Union Cocoarcc Building in Cleveland, Ohio, would ho extended eta additional five yearo at a rental to he determined at the expiration of the initial fifteen-year period on. the basis of the lessor's then current rental rates* It was pointed out that if this cccsoitnoat were node, certain concessions could be obtained froa the lessor which could probably not otherwise be obtained at a later date. The Chairman ashed that Messrs. Maxey and Weeks explore this possibility further and discuss the matter with tbs Executive Committee within the next few weeks* Thoro being no further business to com before the Directors, the nesting was adjourned at 3*15 P*M. GLOOO^O^'' ia/8/6o