Document gE27LB6LEqQe47pLZMBj2EXLG

FILE NAME: WR Grace (WRG) DATE: August 23, 1934 DOC#: WRG016 DOCUMENT DESCRIPTION: 1934 Minutes of Board of Directors Meeting of Dewey and Almy Chemical Co. IF THE FILM IM AG E IS LESS CLEAR TH A N THIS NOTICE IT IS DUE TO THE Q U A L ITY OF THE ORIGINAL D OCUM ENT V - Q<^sv t ? ' MINUTES OP SPECIAL MEETING 0? BOARD 0? DIRECTORS OF DEWEY AND ALMY CHEMICAL CUDAHY HELD ON August 23, 1934 at 3:30 P.H. AT TEE OFFICE OF THE CORPORATION, 235 HARVEY STREET, NORTH CAMBRIDGE. MASS.___________________________________ 281 - . . U. A Special Meeting of the Board of Directors of Dewey and Almy Chemical Company, notice of which was mailed to each Director on August 9th, was called to order at 3:30 P.M. at the office of the corporation. There were present Messrs. Anderson, Almy, Putnam, Egan, Ferguson, Mayo-Smith, Lawton and Lunn - being a majority of the Directors. Mr. Thayer of Gaston, Snow, Saltonstall St ' Hunt was invited to attend. Chairman. As Mr. Dewey was not present, Hr. Almy acted as ' The.minutes of the Directors' Meeting of June 25th were read and approved. . The minutes of the Executive Committee Meetings of August 1st and August 20th were read and approved. . The Vice President reported that the written offer of this corporation raade to Multibestos Company under date of August 1, 1954, as authorized at the meeting of the Executive Committee held on said date, had been accepted by Multibestos Company. He then presented to the meeting a fora of inden ture between this corporation and Multibestos Company proposed to be entered into pursuant to said written offer, a copy of which is recorded with the minutes of thi3 meeting. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: \ ' . . .That*the form of indenture between this corporation " and Multibestos Company presented to this meeting ba- and hereby is approved, and that Mr. H. S. Ferguson as Treasurer of this corporation be and hereby is authorized in the name and on behalf of this corpo- ' ration to execute and deliver said instrument, and that the Assistant Secretary be and hereby is i - authorised to affix the seal of this corporation thare.to, and to attest the same, The Vice President then presented to the meeting a ~ form of lease to the corporation from Multibestos Company proposed to be entered into pursuant to said written offer, & copy of which is recorded with the minutes of this meeting. . _ '` GO O H "n wo mX mC --n . Upon motion duly made and seconded, it was 3? H S UNANIMOUSLY VOTED: . . X > TM O D m W That the form of lease to this company from Multi- bestos Company presented to this meeting be and -< (/) hereby is approved, and that Mr. H. S. Ferguson O-nnr~ as Treasurer of this corporation be and hereby is m authorized and directed in the name and on behalf X> of this corporation to execute, acknowledge, and > deliver said -instriaient, and that the Assistant . O 2 Secretary be and hereby is authorised to affix 2 H > X the seal of this corporation thereunto and to attest the asme. The Vice President then reported that with the written consent of Multibestos Company a new corporation, having a capital stock of 10 shares of a par value of $100.00 each, had been incorporated under ths laws of tha Commonwealth of Massachu setts at the instance of the officers of this corporation on August 17, 1934, with the name ''Multibestos Company". Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: . __ . That the action of the officers of this corpo ration in causing a new corporation to be or ganized under the laws of the Commonwealth of Massachusetts on August 17, 1934, with the name ''Multibestos Company" and to subscribing for all of the capital stock, be and hereby is ratified and approved. There was then presented to the meeting a form of written offer addressed to Hultibestos Company (New) looking to the appointment of 3aid corporation as the non-exclusive agent for the distribution of certain of the products of this corporation. A copy, of said written offer is recorded with the minutes of th3 meeting. Upon motion duly made and seconded, it wa3 UNANIMOUSLY VOTED: . r\ ,! ii .3 > i J o That the proposed fora of written offer addressed to Multibestos Company and presented to this meet ing relating to the appointment of Multibestos Company as non-exclusive agent for the distribution of certain products of this corporation be and here- by is approved, and that Mr. H* S. Ferguson as Treasurer of this corporation be and hereby is * . . -V ' - < . L ^ ' - k^L.1 " . . ..tri ter IF THE FILM IMAGE IS LESS CLEAR TH A N THIS N O TICE IT IS DUE TO THE Q U A LITY OF THE ORIGINAL D OCUM ENT authorized and directed in the name and on behalf of this corpo ration to execute and'deliver to Multibestos Company a written . offer in or substantially in the form of the said written offer presented to this meeting. The Vice President then suggested that this corpo ration be qualified to do business in the States of New York, Georgia, and Washington, and presented to the meeting a statement and desig nation pursuant to Section 210 of the General Corporation Law of New York a Certified Statement for Annual Registration, pursuant to the laws of Georgia, and an Application for the Purpose of Secur ing the Right to do Business conforming to the laws of Washington. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That this corporation be qualified to do business ' in the States of New York, Georgia, and Washington, and that the instruments presented to this meeting relating to such qualification be and hereby are " approved, and that the proper officers of this corporation and more particularly as to each such instrument the officer or officers therein desig nated to execute the same, be and they hereby are and each of them is authorized to sign and where requisite acknowledge or swear to the said instru- scents and to file the same, together with all certi fied copies and other instruments requisite in the particular states with the proper authorities of the respective states and as required by the laws thereof -s and to pay all fees aid to make all returns and pay. all taxes required by the laws of the respective states, and to'take all such further action as may be % requisite or desirable to obtain the qualification of this corporation in the same states. W U Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That the proper officers of this corporation be and hereby are authorized to execute and deliver and where requisite to acknowledge and swear to all such instruments and to take all such action as may be requisite or advisable to carry the action of the Board of Directors expressed by vote at this meeting fully into effect. ' 4:10 P.M. The meeting adjourned at 3:55 P.M. to reconvene at > _ The meeting reconvened at 4:10 P.M. with the same members present. Mr. Thayer was not present. M*164 , ' Balance Sheet as of July 31st and Consolidated Profit and Loss Statement for July were presented and discussed. Upon notion duly made and seconded, it was UNANIMOUSLY VOTED: . To declare a dividend of $3.50 per share on Prior Preference stock, payable on August 27th to stock holders of record at the close of business on August 23rd, 1934. . . The advisability of appropriating $25,000 for the redemption of Prior Preference stock and authorizing the officers to ask for tenders was discussed. No action was taken as it was thought advisable to wait until the next meeting when other members of the Board would be present. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: \ To authorize the Treasurer to open an account with the State Street Trust Company. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That effective September 1st all drafts and checks drawn upon the corporation's funds in the State Street Trust Company shall be signed by one of the following: President - Bradley Dewey Vice President - Charles Almy, Jr. s Treasurer - Hugh S. Ferguson Assistant Treasurer - Denis F. O'Brien -- William L. Taggart, Jr. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To authorize the Treasurer to open an account 7/ith the Walpole Trust Company. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: That effective September 1st all drafts and checks drawn upon the corporation* s funds in the Factory Payroll account at the Walpole Trust Company shall be signed by one of the following: w 5 D rn C *n ol -i 5 mI o> D C <A c-! stn < 01 0 o n. mr 1S > O d g -4 > X 2 2 S 0 rn r 13 i, 2 1 .5 1 IF TH FILM IM AGE IS LESS CLEAR TH A N TH IS N OTICE : IT IS DUE TO THE Q U A L ITY O F TH E ORIGINAL D O CUM EN T President Vice President Treasurer Assistant Treasurer Bradley Dewey Charles Almy, Jr. Hugh S. Ferguson Denis F. O'Brien William L. Taggart, Jr. Thomas H. Bateson Maurice Hason Mr. Almy outlined the steps which hs^e Been taken towards reducing the expenses of Uultibestos Company and stated that so far approximately $50,000 per year had been eliminated. The situation in connection with the Canadian Factory was explained, and Mr. Almy stated that the present plans call for offering the Farnham Factory for sale for a figure of $25,000. Provided this could be sold we would either purchase a suitable second-hand factory or build a new one in a more sultabl location - probably in or around Montreal. For the time being in order to eliminate congestion at the Farnham Plant certain products will be stocked in Montreal. " Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: To authorize the officers, if they thought advisable, to sell the Farnham Factory for not less than $20,000. Mr. Almy stated that a parcel of land, containing approximately 43,000 square feet, which adjoins our property at Oakland, California could probably be purchased for $5,,000. After considering the matter, it was thought advisable to take nc definite steps until the next meeting of the Board. Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: ' That the following minute be adopted and spread on the record, and that the Secretary be instructed to forward a copy to Mrs. Walker. . (f) "Our fellow director, Dr. W. H. Walker, was taken by heart disease on July 9th, 1934 while driving his car from Bridgton, Maine. His death has deprived the Company not only of a valuable director and the head of its Patent Department but also of one who has from the start been an inspiration to the executives and entire staff of the Company. .jJ333X 2:. - IF THE FILM IMAGE IS LESS CLEAR THAN THIS N O TIC E . IT IS DUE TO THE QUALITY OF THE ORIGINAL DOCUM ENT ' . Walker'3 work as a pioneer In the development of chemical engineering and the education of chemical engineers was too outstanding and too well known to need comment here. Likewise, was his work with the Chemical Warfare Service which led to his receiving the Distinguished Service Hedal and his work in connection with the technical problems incident to important patent litigations. However, it is fitting that we should here record that he not only was the inspiration which led Mr. Dewey and Hr. Almy to go into chemical engineering but also that he was their constant friend and adviser during the time that they were considering the formation of the Company. Their decision to go ahead was largely influenced by his willingness to risk his hard earned funds in the original financing. His advice and help were always free3.y given and it was only when per suaded to give practically all of his time to the Company that he was willing to accept any recompense for his services. - In the short time that he was in charge of our Patent Department, he not only was of invaluable service in laying the ground work for a reorganization of our patent structure, but he also became the intimate friend of many of the younger man in the Company. These friendships will be of help to these men throughout their future careers and it can be truly said that his influence and value to the Company will be felt for years to come. His los3 is great and, from the very keenness with which we all feel it, we can the better understand its meaning to his widow and son who are left without him." . CO O Upon motion duly made and seconded, it was UNANIMOUSLY VOTED: - To adjourn. , 3 i r 3