Document gb7Nzndm8VRzoMkapmY2VaDMJ

OTIEKS-ILLINOIS GLASS COMPAfTT Meeting of Directors Toledo, Ohio, January 17, 1941 A special meeting of the Board of Directors of Owens- Illinois Glass Company was held on Friday, January 17, 1941, at 9.30 a.rr.., in the general offices of the Company, Ohio Building, Toledo, Ohio, upon call cf the President and notice duly given to each Director. Present 7% P3* Levi*, IVcsidervt, presiding R. H. Barnard C. B. Belknap Harold Boeschenstein "h r. TSoshK-rt Barry E. Collin . G. P.Greenhalgh ?. '.7. Knight J. P. Levis F. H. 1,'cAdoo C. J, Wilcox and also L. T. Williams of General Counsel J. h. Ucfierney, Secretary Absent C. J, Root F. . Schvenck t!r. F, Ievis presented a draft of a proposed tribute tn '- H* Godfrey Phitlirt-ps* fin motior, ftia fol 1 up tribute was adopted by unanimous vote and it -was ordered that an engrossed and bound copy, signed by each Director, be delivered to firs. Phillippsj "It is with deep sorrow that we record the death of our friend and fellow Director H. GODFREY PHILLIPPS. "lie was associated with the active man agement of the Company and its affiliates for more than thirty years in important capac ities, among them being vice-President, Aeeietfint General '.'anogcr, ar.d Treasurer. Resigning as irice-President and Treasurer April 19, 1939, he continued by request as a Director until his death on December 30, 1940. Memorial T.o II. Godfrey Phillipps "in the affairs of the Company, his ex perience and counsel were constantly relied upon. His knowledge of financial and operat ing matters, sound judgment, honest thinking, end straight-fcrwnrd conduct earned for him the entire confidence of the organization and an exceedingly important part in the Company's affairs. Minutes Minutes Planning Committee General Manager's Reoort of' Operations and Condition R-2974 Directors, January 17, 1941 "All mho knew him respected and liked Godfrey Phillipps as a man. His mholesome way of living - his vigorous personality - his courage and candor - his firm adherence to principle - his alert and ever prac tical mind - his ready interest in science, sports, emd the many activities of `business and social life continually inspired their friendship and respect, "Above all, his family life commanded admiration. His devotion to his wife end four sons, his participa tion in their activities, end his rare comradeship with them mill always remain with us as a beautiful memory. "'ihile the loss to his associates and to our Company is exceedingly great, we fully realise that to his wife and family it is immeasurable. To them we tender this expression of our.esteem and love for him, with our heartfelt sympathy in their greet bereavement." The minutes of the Directors' meeting of October 17, 1940, mere read, and, by unanimous vote, the minutes and the acts and authorisations shown therein were ratified, approved, and confirmed. The minutes of the meeting of the Planning Committee, a standing committee of the Board, held November 19, 1940, December 4, 1940, Decsnber 19, 1940, end January 14, 1941, were read, and by unanimous vote, the minutes and the acts and authorisations shown therein were ratified, approved, and confirmed. The General Manager reported the Company's operations and condition, which are briefly summarised as follows! Consolidated net earnings for the year 1940, subject to final determination by the Company's auditors, are estimated at $7,186,000, equivalent to approximately $2.70 per share for each common share outstanding, as compared with $3.17 per share earned in 1939. Consolidated net sales for the year 1940 are estimated at $88,861,000, as compared -with $81,706,183.19 in 1939, c Earnings have been influenced adversely by higher labor costs, higher paper costs, higher Federal taxes, and inoroasad gelling and administrative expenses arising cut of increased volume, together with substantially lower prices in many of our lines. The Glass Container Division increased its sales volume Directors, January 17, 1941 58 substantially and, normally, an increase in earnings would have been expected. However, manufacturing costs increased more rapidly than sales volume, so that gross "profit margins on the larger volume of business were less than during the previous year. Owens-Illinois pacific Coast Company satisfactorily increased sales volume and net earnings. Libbey Glass Company*,s sales increased substantially and its net earnings exceeded those of any previous year in the history of the Company. . Net sales of the Insulux Products Division were approx imately the same as for the preceding year, hut their net loss was considerably larger. The loss figure reflects the greater costs incident to extensive development .work which has been con ducted on the products of this division, Owens-Illinois Can Company's loss decreased substantially r below the loss of the preceding year. Manufacturing efficiencies- have steadily improved and sales volume has increased, General Manager's Report or Operations and Condition R-2974 r An increase in the sales volume of the Closure and plas tics Division, together with improved plant efficiencies, resulted in very much improved profit margins, as compared with a loss dur ing the preceding year, " Net earnings of the Holding Division were approximately the same as for the preceding year. On motion, his report was received and ordered filed. Mr. Mclierney reported cash balances on January 15, 1941, as follows: Main office funds, including Glass container Division, Insulux Products Division, and Closure k. Plastics Division $7,428,750,34 Time Deposits; '.Tith Insurance companies ',7ith Morris Plan Bank of Toledo $1,000,000 10,000 1,010,000.00 Subsidiary companies, branch office and factory funds 1,735,815.44 Treasurer's Report of Cash, Securities, Appropria tions, etc. R-E975 310,818,560.78 --i Directors, January 17, 1941 Treasurer's B.erort of Securities end Tuves tiuents R-2976 Operation of Natural Gas "Pronerties R-2977 --' He reported changes in security holdings during the quarter, including the redemption at $100 per share of 2,085 shares of preferred stock of Owens-Coming Fiberglas Corpora tion held by this Company and the purchase by this Company of 13,000 shares of the no par common stack; of the Fiberglas Cor poration at $25 per share; that the $120,825 par value remaining Q from the original investment of $135,000 in tho ijh debentures of the Hew York l'Iorld's fair 1939, Inc. were sold for $21,743.70, resulting in a net loss of $90,081,30. He reported that the Company received a dividend of $800,000 from Libbey Glass Company and $2,742 from The Owens Staple-Tied Brush Company. He reported that estimated net sales for the year 1940 of The Owens Staple-Tied Bruah Company totaled $890,287.24, as compared with $920,232 in the year 1939, a decrease of that it is enticipated that profits for 1940, before inventory adjustments, will be approximately $18,000, as compared with a net profit in 1939 of $25,410.66. The Treasurer reported securities and investments of Owens-Illinois Glass Company and subsidiaries on December 31, 1940. The total market value of the marketable securities on December 31, 1940, was $765,530, as compared with a book value of $511,807.07, an indicated appreciation of $253,722.93, as compared with a similar appreciation of $336,840.93 in 1939; that Owens-Corning Fibarglas Corporation's and The Owens StapleTied Brush Company's securities are carried at a book value of $3,591,596.14; and that the remaining securities are carried at a book value of $600,781.75. On motion, his report was received and ordered filed. A report by Assistant Secretary Martin was read show ing that net profits from operations of the Charleston Joint Gas Department for the'year 1940 ware $523,355, as compared with ' $358,715 in 1939; that cost of gas in 1940 was approximately < .1530 per U. Cu. Ft., as compared with .1525 per Cu. Ft. in 1939. Directors, January 17, 1941 In the Fairmont District the cost of gas produced in 1940 was approximately 21-3/4 cents per M. Cu. Ft., as compared with 19-1/4 cents in 1939. In the Clarion District the cost of gas in 1940 was approximately 3-1/4 cents per 1!. Cu. Ft,, as compared with 26-1/4 cents per M. Cu. Ft. in 1939. On motion, his report was received and ordered filed. I.:r. Martin recommended that because or expected diffi culties in procuring pipe requirements for the 1941 drilling program fur Charlueluu, Mr. Spalding be authorized to place orders immediately and take delivery on pipe, sufficient for drilling 20 well3 under the 1041 program, at a coat of approx imately $157,000. It appearing that Libbey-Owens-Ford Class Company fcc3 authorisod the purchase, on motion, the recommended .authorization was granted. Cn motion, the following appropriation, previously authorized by members of the Board of Directors, acting in dividually, was ratified, approved, and confirmed: Gas City - A#1358 - $253,332.80 - For rebuilding "A" furnace. Rebuild "A" Furnace R-2945 , . On motion, the purchase on November 30, 1940, of 13,000 common shares of Owens-Corning Fiberglas Corporation at e price of $325,000 was approved, confirmed, and rati fied. . Furchase Common Shares Fiberglas Corporation On motion, the following deficiency appropriation on completed Directors' appropriation was authorized: A#1464 Deficiency $9,474,64 Pursuant to the recommendation of the Planning Committee, on motion, the unexpended balances of the 1940 appropriations for the Fund for Care of Aged, Incapacitated Dmployees of the Gless Container Division, Holding Company, and Insulux Products Division in the amounts of $3,537.71, $1,700, and $723.04 respectively, were ordered canceled and Deficiency Appropria tion R-29S3 1941 Approprist ions for FUnd for Aged, Incapac: tated Employees R-2978  ttl. Directors, January 17 1941 Common Dividend Payable February 15, 1941 O-qqpq Publicity Release R-2980 1940 "anEigtsiueiJ t Bonus R-2581 new appropriations to maintain the Fund for the year 1941 were authorised os follows; 1941 -- Number Now Appropriation Participating Class Container Division Holding Company Insulux Products Division $30,000 5,000 1,000 77 10 2 Mr. VcNerney reported that the following approprla- tions had been made by the Boards of Directors of subsidiary companies for the Care of Aged. Incapaoitated Thnnlnysae dur ing 1941: 1941 Number Now Approprlation Particlasting Owens-Illinois Can Go. $ 5,000 Libbey Glass Company 5,500 Owens-Illinois Pacific 'Coast Co, 12,000 '3 8 14 . The folloviing resolution, on motion, was adopted by unanimous vote: "RESOLVED, by the Board of Directors of Owens-IllinoiE Cla.ee Company, that A dividend of fifty cents (50/) be, and hereby is, declared on each common share payable in money on the 15th day of February, 1941, to shareholders of record at 3 p.m,, on the thirtieth day of January, 1941." The secretary, read the proposed publicity release to newspapers and financial houses, which was approved. President Levis submitted a letteT from Ceneral Counsel dated January 10, 1941, with reference to the method of determining and paying the Company's Management Bonus, together with a preliminary statement prepared by the comptroller of the consolidated net profits of the Company for the year 1940. The Comptroller's report indicated that the amount available for distribution as Management Bonus would justify a payment equivalent to 7-1/2 per cent of the participating salaries. It was, on motion, ordered that such statement of - Directors, January 17, 1941 62 the consolidated net profits and of the amount of bonus payable shown by the statement be approved and that the bonus be paid by the Treasurer of the Company to the various persons entitled thereto, in the respective proportions due them, in the aggregate amount of not to exceed $48,643.75, which amount is equivalent to 7-1/E pel- cent of the participating salaries; provided, how ever, that no payment of the Management Bonus shall be made until Messrs. Arthur Young &: Company, Certified Fubllc Accountants and independent auditors of this Company, shall have delivered their signed certificate showing this Company's consolidated net profits, as computed by them, and showing the amount avail able for payment of the Management Bonus for the year 1940; that the aggregate of the payments of the Management Bonus for the year 1940 shall not exceed the amount shown by Arthur Young & Company available therefor; that the Chair-nan of the Board of Directors be authorized to reduce the payment to individual participants to the unit percentage next below the fractional, percentage of salary or the predetermined part thereof shown to be payable; and that each recipient of a Management Bonus payment_be required to release the Company from all claims he might have by reason of inaccurate computation or underpayment or the bonus. Ayes - a; Nays - none; Messrs. Belknap, Barnard, and J. P, Levis not voting because of their participation in the Management Bonus. 1940 Managemerit Bonus On motion, the following resolution was duly adopted: "RESOLVED, that the office- of Vice Chairman of the Board of Directors be and hereby is created." The President suggested that, in view of the creation of the office of Vice-Chairman of the Board and of the proposal to change the duties of the Chairman of the Board, define the duties of the Vice-Chatman of the Board, change the duties of Directors, January 17, 1941 Adopt Amended Code of By-Laws of Directors the President, abandon the offices of General Manager and Assistant General Ifansger, and add to the duties of Vice Presidents, it would be necessary to amend certain of the By-Laws and to renumber the sections of the Code of By-Laws, At the President's suggestion, Mr. Viilliams then explained in detail the proposed amendments and repeals and the reasons therefor. The various amendments were presented for consid eration of the Board. Thereupon, on motion, the following resolution was adopted: "BS IT RESOLVED, that the By-Laws be amended by adopting Section X, as presented, defining the duties of the Vice-Chairman of the Board of Directors; that the amend ments to the Code of By-Laws, as presented, be and the same hereby are adopted; that Section XIV, defining the duties of the General Manager, and Section XV, defining the duties of the Assistant General Manager, be and the same hereby are repealed; and that the sections of the Code of By-Laws be renumbered to accord with the adoption of Section X and the repeal of Sections XIV and XVi and "BB IT FURTHER RESOLVED, that the Code of By-Laws, as so amended and renumbered and as immediately hereinbelow set forth in full, be adopted: "CODE OF BY-LAl'i'S Of IKE BOARD OF DIRECTORS Aa Amended January 17, 1941 I. Tne nrst regular meeting or a newly elected board shall be held as provided inSec tion S of Article III of the Code of Regulations. (Adopted December 16, 1907) II. Special meetings may be held at any convenient place upon call of the Chairman of the Board or of the Executive Committee, or of the President, or of & Vice-President, or of any five directors, (Adopted December 16, 1907; amended or renumbered November 2, 1917 - April 18, 1934) III. Notice of all meetings shall be given to each director by the Secretary or an Assistant Secretary, or by the officer or directors calling Directors, January 17, 1941 the same.. {Adopted December 16, 1907; amended or renumbered April 9, 1924 - April 18, 1934) IV. Such notice may be given personally or by telephone, or by written or printed notice directed to the address appearing on the books of the Com pany and transmitted by telegraph, by mail, or by messenger, all charges prepaid, and setting forth the tine, the place, end the purpose or purposes of the meeting. (Adopted December 16, 1907; emended and renumbered April 18, 1934) . V. Notice of any- meeting shall be sufficient in time if actually delivered to the director noti fied, or delivered, properly addressed and prepaid, to the carrier thereof sufficiently early to be in due end regular' course delivered to the director notified or at his address appearing on the books of the Company in time to- enable him, by the usual mode and route of travel, to attend such meeting. (Adopted December 16, 1909; renumbered April 18, 1934) VI. notice to any Director may be waived by bin, and shall be deemed waived by his presence at the meeting, or by his inability, because of being beyond seas or in distant parts, or because of bodily infirmity, to attend a meeting-within three days after the calling and sending of notices thereof. (Adopted December 16, 1907; renumbered April 18, 1934) VII. Hothing in these by-laws contained shall make it necessary to fix the time for, or to delay the holding of, any special meeting more than three days after the calling and sending of notices thereof. (Adopted December 16, 1907; renumbered April 18,1934) VIII. A majority of all the directors shall constitute a o_uorum; but a less number, present at the time fixed for any meeting, may adjourn from time to time and successively, without notice, other then by announcement at the time of such adjournment, until o quorum shall be preoant. (Adopted December 16, 1907; renumbered April 18, 1934) Adopt Amended of By-Laws of Directors IX. - The Chairman of the Board of Directors shall be the chief executive officer of the Company and, sub ject to the Board of Directors and committees of the Board of Directors, shall have general superintendance and direction of the affairs and business of the Company. He shall preside at. ell mootings of the shareholder* and of the Board of Directors and shall, prior to each annual meeting of the shareholders, submit to the Board of Directors a report of the operations of the Company during the preceding fiscal year and of its sff=irs and, from time to time, shall report to the Board of Directors all matters affecting the Company's Interests which may come to his knowledge. He may delegate to the Vice-Chairman of the 3oard of Directors, either generally or specially, the perfoimance of any of the duties of the Chairman of the Board of Directors. (Adopted April 21, 1937; amended January 17, 1941) 3C. The Vice-cnairman of the Board of Directors, in the absence or disability of the Chairman of the Board or during eny vacancy in that office, shall perform Directors, January 17, 1941 Adopt Amended Code of By-Laws of Directors the duties of the. Chairman of the Board.- He shall also perform such duties as the Chairman of the Board may dele gate to him, either generally or specially. (Adopted January 17, 1941) XI. Ihe President shall be the'chief operating offi cer of, the Company and, subject to the Board of Directors, committees of the Board, and the Chairman of the Board, shall have direct superintendence and direction of the affairs and. business of the Company. In the absence of the Chairman of the Board, and Vice-Chairman of the Board, he shall preside at all meetings of the shareholders and of the Board of Directors?, (Adopted April. PI, 1937 j amended and renumbered January 17, 1941) XII. In the absence or disability of the President or during any vacancy in that office-, his duties shall be performed by the Executive Vice-President who shall be the ranking Vice-President. Hie President may also dele gate to eny Vice-President, either generally or specially, the performance of any of the duties of the President. (Adopted April 31, 1937; amended and renumbered January 17, 1941) . XIII. The Secretary shall keep an accurate record of tho sets end proceedings of the eboroholdera and directors. (Adopted April 31, 1937; renumbered January 17, 1941) XIV. Subject to the direction and control of the Board of Directors, the Executive Committee, the Chair man of the Board, and the President, the Treasurer shall receive all moneys and deposit the some with one or more of the duly designated depositories of the Company; shall keep accurate accounts or the rinanees or the uompany; make reports thereof to the shareholders, Board of Directors, Executive Committee, Chairman of the Board, and President, whenever required by than, respectively; and have responsi bility for the extension of credit and the collection of accounts. (Adopted April 31, 1937; amended or renumbered April 19, 1939 - January 17, 1941) XV. An assistant to any officer other than the President may perform any of the duties of such officer, except as otherwise ordered by the Board,.the Executive Committee or such officer. (Adopted April 1, 1937; renumbered January 17, 1941) XVI. The several officers shall perform all other duties usually Incident to their respective offices, or which may be required by the shareholders, directors, or Executive CajiiMittee, or by their superior officers as in these by-laws provided; shall, from time to time, and also whenever requested, report to the Board, the Executive Com mittee, the Chairman of the Board, or the President, all matters affecting the Company^ interests, which may come to their knowledge; and, on the expiration of their terms of office, shall respectively deliver all books, papers; money and property of the Company in their hands to their successors, or to the Chairman of the Board, or to any person designated by the Board, or by the Executive Committee, to receive the same. (Adopted April 1, 1937; emended and renumbered January 17, 1941) XVII. Subject to the direction and control of the 67. Directors, January iv, 1941 Adopt Amended Code of 3y-Laws of Directors name by the 3oard of Directors, and the seal of the Company shall be affixed thereto; provided, however, that whenever any such certificate is countersigned by a trans fer agent, who is net sn employee of the Company, ur by a transfer clerk and by a registrar, the signatures of any such President, Vice-President, Secretary, or Assistant Secretary and the seal of the Company upon such certifi cate may be, in the discretion of the Board of Directors, fscsimiles, engraved, stamped, or printed. (Adopted April 21, 1937; amended or renumbered April 19, 1939 January 17, 1941) XXII. If a person claiming to be the holder of shares in this Company, or the owner of an obligation for the unconditional payment of money payable to bearer, claims that the certificate representing such shares or the written instrument evidencing such obligation has been lost or destroyed, a duplicate certificate or written instrument may be issued by Order of the Board of Directors, or of the Executive Committee, or of the Chairman or the board and secretary or of the President and Secretary, upon the filing with the Secretary of the Company of an affidavit, in form and substance satis factory to him, showing such ownership and such loss or destruction, and upon tha giving to tka Company of a bond or agreement of indemnity executed by such holder or owner with a surety company authorized to do business in the State of Ohio, as surety, in form approved by General Counsel for the Company. Such bond or Bgmament of indemnity shall, in the ease of a lost or destroyed share certificate, be in the penal sum of not lass than double the market value, or not less than double the par value, whichever sum shall be the greater, of the shares represented by such certificate, or, in the case of a written instrument evidencing an obligation of the Company for the unconditional payment of money payable to bearer, shall he in the penal sum of not less than 125$ of the aggregate of the face value and unpaid interest accrued or to accrue to maturity on such obligation; but an agreement, with surety as heretofore provided for, for full and complete indemnification to the Company of all losses, costs, and expenses of every kind and nature whatsoever which may result to the Company or any of its agents or employees by reason of the issuance of such duplicate certificate or such duplicate written instrument, may be accepted by tho officers ordering tho issuance of the seme, as constituting full compliance with the pro visions of this by-law. (Adopted April 21, 1937; amended or renumbered April 19, 1939 - January 17, 1941) XXIII. The Board of Directors may, by resolution, ' authorize the issuance of a duplicate share certificate or written instrument in ease of a lost or destroyed certifi cate or written instrument, on such security other than such bond or agreement of indemnity as shall, in the dis cretion of the Board of Directors, seem sufficient to fully protect the Company.' (Adopted April 21, 1537 renumbered April 19, 1939 - January 17, 1941) XXIV. The Chairman of the Board of Directors, the Vice-Chairman of the Board, the President, each Vice- ' President, the Secretary, an Assistant Secretary, the Treasurer, and an Assistant Treasurer, or'any one of them, or any person thereto specifically authorized by the Board of Directors or by the Executive Committee, may, in 69." Directors, January 17, 1941 Adopt Amended lode of By-Laws of Directors XXVIII. Dividends shall be payable only to shareholders of record at, and only upon the shares by them respectively held at 3.00 p.m., on the sixteenth day preceding the date appointed ror the payment thereof. (Adopted December 11, 1920; amended or renumbered April 9, 1924 - April 18, 1934 - January 20, 1936 - October 15, 1936 - April 21, 1937 - April 19, 1939 - January 17, 1941) ' XXIX. Shareholders shall be entitled to vote at the annual meeting only upon the shares respectively held by them of record at 3.00 p.m., on the sixteenth day of llarch in each year; and at any special, meeting of shareholders only upon the shares respectively held by them of record at 3.00 p.m., on the sixteenth day preceding the day appointed for the holding of such special meeting. (Adopted April 12, 1922; amended Or renumbered April 9, 1924 - April 18, 1934 - January 20, 1936 - October 15, 1926 - April 21, 1937 - April 19, 1939 - January 17, 1941) . XXX. A Planning Committee is hereby constituted and shall consist of not less tban four directors, including the Chairmen of the Board of Directors, and the President, end not to exceed three advisory members, all to be appointed by the Board of Directors, to serve for one year or until their successors are appointed. The Planning Committee shall consider and determine major operating problems and policies of the Company and plans for the future conduct of its business. It shall report its findings and determina tions to tho Board of Directors. Any such finding or con clusion may be made by a majority of those of the Committee who are directors of the Company. The Chaiiman of the Board shall be ex-officio Chairman of the Committee. (Adopted July 12, 1936; emended or renumberod November 15, 1935 - January 20, 1935 - October 15, 1926 - April 21, 1937 April 19, 1939 - January 17, 1941) XXXI. An administrative division is hereby constituted , and shell consist of the Glass Container, Corrugated and V(ood Package, and Closure business of the Company, to be known as the Glass Container Division. Its administrative organiza tion shall consist of a Vice-President or other designated official in charge of the Division, a Directing Committee, and en Operating Committee. . The Directing Committee shall consist of not less than fixe (5) officers or employees or the company, to be appointed by the President and to serve for one (1) year or until their successors are appointed. Ibis Committee shall con sider general policies and major operating problems of the Cluea Coatcinor Division and plans for the future conduct of its business. It shall report to the President, who shall be ex-officio a member of and Chairman of the Directing Committee. Hie Executive Vice-President shall be ex officio a member of and Vice-Chairmen of the Directing Committee, . The Operating Committee shall consist of. not less than 3even (7) employees in the Division, who shall be appointed by the Vice-President or other designated official in charge of the Division, to serve for one (1) year or until their successors are appointed. The Operating Committee shall consider all matters connected with the operation of the Division, including the activities of the Sales, t'anuf acturing, Engineering, and allied departments of the Division. It shall report its conclusions and recommendations upon any such question to the Vice-President or other designated official in charge of the Division or to the officer or body Directors, January 17, 1941 70 referring such questions to it. The Vice-President or other designated official in charge of the Division shall be ex-officio a member of and Chairman of the Operating Committee. (Adopted October 15, 1936; amended or re numbered April SI, 1937 - April 19, 1939 - January 17, 1941) XXXII. An Administrative Division is hereby con stituted, and shall consist of the glees block, glass insulator, and related business of the Company, to be known as the Insuiux Products Division. Its administrative organization shall consist of a Vice-President, or other designated official in charge of the Division, a Directing Committee, and an Operating Committee; ' The Directing Committee shall consist of not less than five (5) officers or employees of the Company, to be appointed by the President and to serve for one (1) year or until their successors are (appointed, Thic Cammittoo shall consider and determine general policies and major operating problems of the Insuiux Products Division and plans for the future conduct of its business. It shall report its findings and determinations to the President and to the Executive Vice-President. The President of the Company shall be ex-officio a member of and Chairman of the Directing Committee The Executive Vice-President shall be ex-officio a member of and Vice-Chairman of the Directing Committee. The Operating Committee shall consist of not less than seven (7) employees in the Division, who shall be appointed by the Vice-President or other designated official in charge of the Division to serve ror one (1) year or until their successors are appointed. The Operating Committee shall consider all matters connected with the operation of the Division, including the activities of the Sales, Manufactur ing, Enginooring, nnd allied departments of the Division. It shall report its conclusions and recommendations upon any such question to the Vice-President, or other designated official in charge of the Division, or to the officer or body referring such questions to it. The Vice-President, or other designated official in charge of the Division, shall be ex-officio a member of and Chairman of the Operat ing Committee. Adopt Amended Code or By-Laws of Directors The Operating Committee may, by resolution, determine the number of the Committee that shall constitute a quorum; but no action shall be taken without the concurrence of at least three members. (Adopted October 15, 1936; amended or renumbered April 21, 1937 - January 20, 1939- April 19, 1939 - January 17, 1941) ' XXXIII. Except as otherwise provided in the Regula tions or these by-laws, a majority of any Committee appointed by the Board of Directors or pursuant to authority granted by it, shall constitute a quorum and the concurrence of a majority of the menbers present shall be necessary for ac tion. (Adopted October IS, 1936; renumbered April 1,1337 April 19, 1939 - January 17, 1941) XXXIV, Appropriations of funds for capital expendi tures nay be made from t.ina to time by the following bodies, officers, and persons: a. 500 or less by any Vice-President. b. 1,000 or less - 1. If for the Glass Container Division, /i. Directors, January 17, 1941 Adopt Amended Coda of By-Laws of Director" by the Vice-President, or other desig nated official, in charge of the Division, 2. If for the Insulux Products Division, by ' tiie Vice-President, or other designated official or officials, -in charge of the Division. c. 5,000 or less by the President or Executive Vice-President. d. $10,000 or less by the Operating Committee of the Division in which the capital expenditure is to be made, with the concurrence of either the President or the Executive Vice-President. e. $50,000 Or less by the Directing Comaittee of the Division in which the expenditure is to be made, with the concurrence of the President or the Executive Vice-President. f. 3100,000 or less by the Planning Committee. g. $00,000 or less by an instrument in writing submitted to all the members of the Board of Directors and signed by a majority of the members thereof. h. Over $200,000 by the Board of Directors or by the Executive committee acting in meeting. By "appropriation1' is meant not only a single appro priation, but also a series of appropriations for a single project. By "Capital expenditure" is meant that part of the cost of a project which ia ordinarily set forth upon the books of the Company as a permanent asset and not as a current or deferred asset. Tae Comptroller of the Company shall determine that part of the cost of a project which shall be the capital expenditure. (Adopted July 12, 1955; amended or renumbered November 15, 1935 - Jan uary 20, 1936 - October 15, 1935 - April 21, 1937 - Jan uary 20, 1939 - April 19, 1939 - January 17. 1341) tXXV. At any regular or special meeting of the Board, the by-laws may be amended or repealed, or new by-laws added, by the affirmative vote of a majority of the entire Board. (Adopted December 16, 19<J7; amended or renumbered April 11, 1917 - April 9, 1924 - April 18, 1934 - January 20, 1935 - April 21, 1937 - April 19, 1939 - January 17, 1941)" designations :nd elections >f Certain ?f f 3 cars On motion, the resignations of Messrs. 71. E. Levis as President, J. P. Levis as Vice-President and General Manager, and C. B. Belknap as Executive Vice-President were accepted. Thereupon, on motion, the following officers were elected: 71. E. Levis G. 3. Belknap - J. P. Levis S. H. Barnard - Chairman of the Board Vice-Chairman of the Board President Executive Vice-President Directors, January 17, 1941 The follav.'ing resolution, on motion, was adopted by unanimous vote: "RESOLVED, that certificates for common shares of this Company, signed'by Its. E. Levis as President (who is no longer President but is now Chairman of the Board of Directors of this Company), and by the Secretary or an Assistant Secretary of this Company, when countersigned by a Transfer Agent or Transfer Clerk and by a Registrar, be, and they are hereby adopted as the certificates of stock of this Company, with the same force and effect as if the said Via. E. Levis were now and at the time of the issue of such certificates Presi dent of this Company; and that the holders of the aforesaid certificates of stock, when issued, shall be entitled to all the benefits and advantages of holders of certificates for stock of this Company, signed by persons who are or may be officers of this company at the time of the issuance thereof." Specimen Signatures Stock Certificates By unanimous vote, it wa3 ordered that the Annual Meeting of Shareholders, to be.held April 16, 1941, be held in the Toledo Room of the Commodore Perry Hotel, Jefferson and Superior Streets, Toledo, Ohio, Designate Place of Holding Annual Meeting On motion, the Board reaffirmed its order made at its meeting of January SO, 1939, with reference to mailing proxy forms and soliciting proxies. Proxies Chairman Levis called'attention to the substance and form of the 1937, 1933, end 1939 Annual Reports and the cost of same. After discussion, on motion, it was the con census of the Board that a similar report be prepared for the year 1940 and mailed to shareholders at or about the time of the sending of the Notice of Annual Meeting of Shareholders. Approve Plan for 1940 Adinual Report ' A report by Assistant Secretary Korfoot was read showing the following conveyances: Warranty deed to house and lot on Morgantown Avenue, Fairmont, 7a., to Rollin F. and Leona LI. Baird, dated February 1, 1940. Consideration S4.500.00 Warranty Deed to lot in factory site No. 2 Loogootee, Indiana, to Paul and Elizabeth McCovren, dated March 6, 1940. Consideration 37.50 Approve Various Conveyances by Real Estate Department R-2982 Directors, January 17, 1941 Report on Fending Litigation Quit-claim deed to part of Lot No. 149, 17th District, Fulton County, Georgia, fronting 130* on Calhoun Street, to G. G. McDaniel, dated May 30, 1940. Consideration '$ 1.00 Warranty Deed to Lot 3, Block 23, Villa Park Addition, Streator, Illinois, to Charles Tapley, dated April 30, 1940. Consideration Quit-claim deed to Lot 7, Block 44, Goshorn k Lupton's Subdivision of the Walling Tract, Huncie, Indiana, to Russell Beaty, dated June 7, 1940, consideration 250.00 100.00 Deed to part of main factory site at Fairmont, W. Va., to City of Fairmont for street purposes, dated March 25, 1940. Consideration Warranty dead to strip of land along Memorial Boulevard, Huntington, W. Va., to Board of Park Commissioners of the , City of Huntington, dated September 9, 1940. Consideration 1.00 1.00 Warranty Dead St. Paul Warehouse to Hller Company, dated September 3, 1940. Consideration 20,000.00 Warranty deed to powder house and 31,000 s?. ft. of land at Silica, Ohio, to Toledo Stone k Glass Sand Company, dated July 30, 1940. Consideration 500.00 ' Dy unanimous vote, the execution and delivery of the foregoing deeds by its corporate officers, in the name and behalf of the Company, were approved, confirmed, and ratified. Mr. Belknap explained to the 3oard the progress of negotiations between counsel for all defendants and counsel for the Government, for the settlement of the cause, United States of America v. Eartford-Shipire Company, Owens-Illinois Glass Company, and others, pending in the United states Dis trict Court in Toledo, hy' entry of a consent decree. He also explained the progress Of negotiations between KartfordSJurire Company and a committee of Hartford's licensees for the organization of Glass" Institute, Inc., to acquire certain Directors, January 17, 1911 74 assets of Hartford-aapire Company as proposed in the consent decree. Kr. rillisms explained the terms of the proposed decree as now drafted. After full discussion of the matter, it was, on motion, ordered that Messrs. 7i. E. Levis, C. 3. Belknap, H. 3. Collin, and TT. VJ. Knight be and they are hereby appointed as a Committee of the Board, with full power to act, to determine whether the Company shall consent to the entry of a consent decree in the cause and to authorize any officer or officers or counsel of the Company to accept, con sent to, and sign, on behalf of the Company, such consent decree, as now drafted and exhibited st this meeting of the t' Board or as hereafter amended. On motion duly carried, the Chairman of the 3oard of Directors was authorized, until further order of the Board on the subject, to fix from time to time, in whole or in pert, tho oomponsation other than his own of the several officers, agents, and employees of the Company, individually or by classes, any such action hereunder to be reported by Chairmen of the Board Au thorlzed to Fix Salaries him to the Board not later than at its meeting next thereafter onaurrins; and the authority conferred upon the President of the Company at its meeting of April 18, 1934, to so fix such compensation, was revoked. The Chairman reported to the Board the annual com pensation, which he had fixed, of Mr. C. 3. Rnlknnn, as Viae- Chalrman of the Board, Mr. J, F. Levis, as President, and Mr. R. H. Barnard, as Executive Vice-President, effective as of Tannery 1, 1941, The chairman suggested that his salary for the year 1941 and annually thereafter until changed by the Board be re duced from Sl5,ooo to $75,000. Individual members of the Fix Salary W. E. Levis Board objected; and, after discussion end with the consent of the Chairman, his salary wa3, on motion, fixed at $100,000 for the year 1941 and annually thereafter until changed by the Board Directors, January 17, 1941 Prudential Declines Offer to Prepay Additional Debentures Payment to firs. E. G, Phillipps OwensCorning t'lbergias Corporation Hr. McUerney reported that he had discussed with the Prudential Insurance Company the prepayment of an additional $1,000,000 or $2,000,000 on this Company's loan end that the Prudential is not disposed to accept any payments at this time beyond the amounts permitted by the Indenture; Mr. 3. Levis called attention to the arrange ment in effect with Mr. Thllilpps at the time of the letter's death, under which ha would have been paid com pensation at the rate of $1,000 per month Tor the first five months of the year. Upon his recommendation, on motion, the Treasurer was authoriaad to pay this amount to Mrs. H. 5, Phillipps either in a lump sum or in monthly installments. Mr. Boesohenstein reported sales end earnings of Owens-Coming Fiberglas corporation for the year 1940, as compared with 1939, and outlined generally the progress of the Company's affairs. On motion, adjournment.