Document gbzz62zeo76JE8jZMBjokBVoN

at 10 o'clock A. .C. .-resent: o c c r* msale ^ Beale i' v E. J. Cornish 1 W. n. Croft ^ </ v [. C. Beschorman 'Vi'o Carter ^ ^ Caselton ^ 0. H. Greene V * wenda-l- .Ba-?ae V\. Beredith ,//,/ /u. Absent: / Present by invitation: S) - t / /c F. i.. hoc'.-:vvell * ' 1 H. G. oidforc : ' C n s rl-gs a-ir-roe. G . it. Thompson z a. The minutes of the last preceding monthly meetin? held July ?, 193.- were read and duly approved. Upon motion duly made and seconded the actions of the Executive Committee since the last meeting of the Board a? set forth in the minutes of its meetings held August Gtn and 7tr and Beptember 3rd, 10th and 17th, 1936, submitted for the approv:1 of the meeting, were duly and unanimously approved, the roll being called or. all items involving the expenditure Of UO:'P'r. upon motion duly made and seconded th-: affixing of the seal of the Company to sundry documents specified in schedule submitted by the Secretary was duly and unanimously approved, ratified anc confirmed, and said schedule was ordered filed with the minutes of the meeting. Upon separate motions the following resolutions "ore each unanimously adopted, the roll being called where the expenditure of money v/as involved. I 0000-NLI-000021924 N 1332 RESOLVED, that the proposed expenditure of the sum of 11,000. by Rational Pigments & Chemical Company for duplicating grinding and drying facilities at its Fountain Farm Plant, in conformity witn letter of Mr. *. A. Caselton, Vice President, dated September 19, 1936, be and it hereby is approved, RESOLVED, that the proposed expenditure of the sum of 5200. by National Pigments & Chemical Company for the purchase and installation of stoker and water treating plant for boiler at its Fountain F-;rm Plant, in conformity with letter of Mr. J. A. Caselton, Vice President, dated September 19, 1936, be and it hereby is approved. RESOLVED, that the proposed expenditure of the sum of 2000. by National Pigments & Chemical Company for the purchase and installation of a Dorr Hydro-Separator at its Fountain Farm Plant, in conformity with letter of Mr. J. A. Caselton, Vice President, dated September 19, 1936, be and it hereby is approved. RESOLVED, that the proposed expenditure of the sum of 9,000. by Silica Products Company for increasing tne capacity of its Osage Plant by the purchase and installation of a Raymond Whizzer Separator and of apparatus for the treat ment of bentonite and by extensions of green storage tank and packer building, in conformity with letter of Mr. ^. A. Caselton, Vice President, dated September 18, 1936, be and it hereby is approved. RESOLVED, that the proposed expenditure of the sum of 1750. by Silica Products Company for the construction of a change house with lockers and bathing facilities at its Osage Plant, in conformity with letter of Mr. J. A. Caselton, Vice President, dated September 19, 1936, be and it hereby is approved. RESOLVED, that the proposed expenditure of the afium o^4457.30 by American Bearing Corporation for the purchase and installation of one Pratt & `hitney grinder at its Indianapolis Plant, in conformity with letter of Mr. Peter Lambertus, Vice President, dated September 19, 1936, be and it hereby is approved. RESOLVED, that the authorization by the Manufacturing Committee of the expenditure of the net amount of 3168.64 during the period July 26th to September 21st, 1936 for the purchase of 2 Ford coupes, 4 Ford coaches and 1 Plymouth coupe for Company use, in conformity with report of Mr. F. 7. Rockwell, Chairman, dated September 21, 1936, be and it hereby is approved. 0000- The President read a draft announcement to employees the proposed new Contributory Retirement Annuity Plan of . Comippaannyy,, with accompanying summary of the provisions [thereof and of tne resultant modifications of tne existing ^Pensio'-i Plan and neatn Benef .as Plan of the Company, and %aid announcement a as genera .ly a..proved as read. Inere was presented and read to tne meeting the following Plan of -iauiaation: "PLAL 01 Liv'd HAT I OR OF P2-. memorandum of Agreement made this day of in Ejtthe year one thousand nine hundred and thirty-six, by and be tween , a corporation organized and existing under and by virtue of the laws of the State of L , party of the first part, and RATi ORa.-- Le AL COmPas ;a corporation organized and existing under and by virtue of the laws of the State of Lew Jersey, party of the second part, W ITR ESSETH : Y.HEEe AS, the party of the second part is the owner of stock in the party of the first part possessing at least eighty per centum (80v) of the total combined voting power t of all classes of stock entitled to vote and there are no other classes of stock of or in the party of the first part, and i WHEREAS, it Is desired to distribute and transfer within tne calendar and taxable year 1936 all the property of the party of the first part in complete cancellation or redemption of all its stock: LOW, THEREFORE, the parties hereto do hereby adopt the following Plan of Liquidation of the party of the first part anu do hereby authorize the complete licuiaation of the oarty of the first part pursuant to and in accordance with said Plan, to wit: % By the distribution to the party of the second part o: ail the property of the party of the first part in complete cancellation or redemption of all the stock of the party of the first part, and the transfer to the party of the second part of all the property of the party of the first part within the calendar and taxable year 1936, subject to any and all debts, liabilities, and obligations of tne party of tne first part, which shall be assumed and discharged by 0000-NLI-000021926 II \ paroty1 tohfe tnseecofinrdstDaprat.rtintoclutdheingh-t-ono ld e, . rsif any' of the stock of the party of the W and registered L thelooK ~ fv<r0ra 0i an7 part 'otherwise than in the name of the party of the second And tre party of the second part does hereby agree, upon t of said property, to surrender or cause to be surrendered part;' of tne first part all the stocic of tne oarty of the ;,part issued and outstanding in complete cancellation or ption thereof. And the parties hereto do hereby further authorize the Ution of tne party of the first, part in accordance with if s of the State of , under which the party of the part was incorporated and organized. Ib WIiNESS /hiii.;\E0r f the parties hereto have duly executed e presents the day and year first above written, by their ctive officers thereunto duly authorized." .. Thereupon, on motion duly made, seconded and carried, it i-.duly and unanimously \ESGLVEC, that there be and there nereby is adopted the Cforegoing Plan of Liquidation as a separate plan of liquidation _ Magnus Company incorporated, a corporation organized and exist ing under and by virtue of the laws of the State of hew lork. Titanium Pigment Company, Inc., a corporation organized and exist ing under and by virtue of the laws of the State of maine, and national Pigments 6c Chemical Company, a corporation organized and ' existing under and by virtue of the laws of the State of Missouri, respectively, and that there be and there hereby is autnorized and approved the complete liquidation of each of said corporations pursuant to and in accordance with said Plan, to wit, by thie dis tribution to this Company of all the property of each said corporation-, in complete cancellation or redemption of all the stock of sul. of said corporation,' and tne ;ransfer to this Company of all the properly of.each oi said corporations within the calendar and taxable year 1336, subject to any and all debts, liabilities, and obligations of each c: said corporation: Tt ^ 1Y 6* "* rr which shall be assumed and discharged by this Company, includdiinng- the oohb]ligatkioonns,. if anyv,. of .eeach of said corporations to holders of record of the shares of the stock thereof issued and outstanding and registered on the books thereof otherwise then in the name of this Company; and FURTHER RESOLVED, that there be and there hereby is approved ana authorized tne dissolution of each of said corporations in accordance with tno laws of the State under which the same was incorporated and organized; and 0000-NLI-000021927 FUflunn r.n ju V H. that the nresideni a Vice ^resident oi Compar ce and ne nereby is authorized, for and in behalf of Company to make, execute, and deliver a separate plan of nidation in the foregoing fora of eac:. of said, corporations " to cause the corporate seal of tnis Company to be attached eto and attested by its secretary or assistant secretary; and "J 1- l \* L" TitVy-HiXr/ , that the officers of this Company be and Hay hereby are authorized, directed, and empowered for anc in ilf of tnis Company to do and perform any and all such acts and js as ir their judgment may be proper, expedient, or necessary "^nd about the liquidation and dissolution of each of said operations and the distribution of all tne property thereof anc carrying out of tne full intent and purpose of the foregoing Msolut i ons. On mot ion duly made, seconded, and carried, it was duly an' `on&biIIlOUSiy hbiOlVnl, that this company hereby approves and authoriz es vthe organization or cualification by and in behalf of tnis Co noany Of a corporation or cor norations under the same name as each of said corporations respectively, or other name similar tuereto ) under the l1aws - of the State in which each of said corporation s v?a s organize-: or in which this Company does business, and that th e officers of this Company be and tney hereb>yy ae re authorized, directed, and empowered for and in behalf of tnis Company to do and perform any and all such acts and things as in their judg ment may be proper, expedient, or necessary to carry out the full Intent and purpose of this resolution. r.xiuOnv'ihr-;--that--tn* authorisation by the '^auu far tar trig Gems it tee of--th: oxoexditup o of tno net amount-of s p 1S8.-Gj during -y4e th tO"--~>cptosboi-BT'l-grfe-j--1936-or -tho-purohaoc ~opd ooupe-6-;--1'fOM -ooaette-o cavd--l ^lymeut-^-coape for in- oonfoKsit-y wi-tk rooort -of --mv-.--r- -f*OCiW-el. Seai rma-tr, dat #ci- * cp tnaber iuL. hi ic aoeiMovoa. On motion the meeting then adjourned. Secretary. II 0000-NLI-000021928 \ solutions for ado ;ticn tv aoard of Lirectors eld Novcubor 14, 1936: ntetia; "here .as oresentsd :.n; read to the seating the folio.. inc ;ion: (insert copy of Plan) Thereupon, on notion duly nude, seconded, and carrier, it y ana unam aously ,RESOzVLl, that there be and there hereby is adopted the *oing Plan of Liauiaation as a separate plan of liauiaaticn oi THE MAGNUS METkL CO-PAHY. a corporation organizes and exiet- 6 ir.g under and by virtue of the lavs of the State of dolor a do, g_ jU MAGNUS COtiPkWi INCORPORATES, a corporation organized and existing under and by virtue of the lavs cf the State of Connecticut, MAGNUS COMPANY.INCORPORATED, a corporation organizea and existing under and bv virtue of the lavs of the M hw' t<i ate of Georgia, w 4 MAGNUS COMPA*N"YV 1^7N" -nCrQ\ r^r*Pr\O-- 'ut-.-'-T--l, a corporation organized and/ 1 existing under and by virtue of the lavs of the -tate of Michigan, . i.a *J I. U Q ' -l T.-.l COMPANY, a corporation organized sn. existing under and by virtue of the lads of the State of .Missouri, COMPANY INCGRPORrMZC, a corporation organizea and existing under ana by virtue of the lavs of the State of Texas, Ba EQID Sa ij LS v QMPAITY, a corporation organizea and existing under and by-virtue of the lavs of the State of California, C.-.j IFORNI/.. TALC COMPANY, a corporation organized and exist ing under and by virtue of the lavs of the State of Lelav.are, ct 0000-NU-000021929 alii nia c 3 j o r 3. t corporat io '- T-* o~ is V IT Oa'J c _ _L On ir.i liu v ir5 ir.ia, cor x :.n; c a corporation organized c ' -v^ Vi bv virtue of tuc laws of the te of Nebraska, ana OninliY, a corporation organized it.. oni-tong ur.aer -nnoo t" virtue of the lavs of the tote of uassacnusetts, veiy, one that tnere be anc nerecy is autnonze- complete liquidation each of saio sorter -> diiu x;i c.^ :ordance with said flan, o iJ this *.oan. ;he orooerty of :uci porations in complete cancellation or reoc.i.ticn n o: eacn oi sain corporations ana one transx er to o.ois cf ail the property of each of saiu corporations within no nr a_.,, tenable year 13ob, subject to an,' ana all ..sets, obligations of -ucn of azi'. c.i shall be assumed _.nu -ischar-e. oon canj > citations ) oi eacn. c:i saia corporations o: .no c u r c, - of t: otocn tneretf issued ma registered on the books thereof otherwise oh- name of this Company; ana V. s ct ger. 1937 j ~:iu - t ,wo _uCL ^ ^ r ^ ^ j w _',` c. --- -- - ii. >_ 2j - he hereby' is authorize^, for eib in benalf :f ;, execute, mi deliver a separate pier, of itior. ir. the foregoing fora of each of sale corporations cause the corporate seal of this Coupar." to be attached \fto and attested by its Secretary or assistant secretaryj ana f u r t h e r RESOLVE!, that officers of this Company be and hereby are au:thnoriased, directed, and enpovered for and in of th is Company to no in perform any ana all such acts ana ;s as in their judgment j be proper, expedient, or necessary about the lie nidation and dissolution of each of said pporations and the distribution of all the property thereof and incarrying out of the full intent and purpose of the- foregoing solutions. c Or. notion duly nade, seconded, and carried, it v.as duly and ^unanimously Eoi n RESOLVE!, that this Company hereby approves and authorizes ur the organisation or qualification by and in behalf of this Compan; of a corporation or corporations uncer the same name -s each of said corporations respectively, or other naze similar thereto, dneer the lams of the State in v.hieh each of sain coroorations was J a -- C-. tl b*. 111 V.niC.. L-IiHb ^C.aJu;i u'Ot. the officers : :his Comoany be ana then hereb: author izea. directed, ano ncovered :or ana m ceh ;f this Company to dc and performi aa:ny ana am suer. . eta anc tnings as m their puagment -"1 ce proper, expedient, or necessary to carry out the full ttoent ana cur cose of this resolution. ct zar, II 0000-NLI-000021931 i-jj i J:..'. IjZ-r.V Solution for i,uoptior_ cy rcara ield November Cl, 1336: mec motion au_y mace, seecnaec, ana cam ;c, inimousiy SOLVED, that the Corn oar." Pare authorized, directed, and empowered for and in behalf hconipany to take all such steps as may be necessary, or excellent for securing *- U*. 1 i's^ *. -Wr fJr ^ . Comcanv to fct business a_ a foreign/corporation in th- tates of Ka ZZZu A*-**, ido, Connecticut, Georgia, Y.ycming, and Vest Virginia. RESOLVE!., tnat in connection with the business to be sacted by the Company in the state of '..yoming the Company jt the Constitution of said State, and tnat the President Secretary be and they hereby arc authorized and directed P^xecute and file an acceptance of said Constitution by the lpfiny as required by law. ^'-RESOLVnD, by the Board of .Directors of National Lead pany, a corporation created -na organized unaer the laws of the Mkxe of Lew Jersey, that, whereas, said corporation desiren |[f8thority to hold property and transact business in the otate of ^est Virginia, the said corporation hereby accepts the provisions s0f section seventy-nine of articl. sgZ one of cnapter thirty-one it the Code of .est Virginia and agrees to be governed thereby. ffi&r ct p4 ?er, 0000-NLI-000021932 \ .0 ,;tion by b-: :rc ' ' 3V.2 es cu. union -ere_auly ana unanimously adopted: v . . - --------W fagnus Conner-' Incorporated) a corporation orga er. ana by virtue of the lav:3 of the State of -.I*,? has been comp letely licyaidated by the transfer cf all <5perty to this Company, and all its aebts, J-iabilities, , /Uo-hv mOi i~ations have been assumed tv this Cosroany, ana this " *A organized, on or about the nd any of au /U*v iber, I33c, under the laws of the State of hew York, ha gnus is Jf Corporation, to act as the agent ;f this uo.r.pany, now, Ifore, be it HESOiiVIl, that this Coao&nv hereby assumes anu guarantees Qf&>) performance by said liagnus uetal CorporationAof any ana all -ct pacts or other obligations that said Yagnus fetal Corporution^f?^) iake or incur for and on behalf of this Company. !l* ger, 0000-NLI-000021933 \ -i p.33CL73E, I net in order to facilitate the operation ^j8]_ Division, a lit gnus Metal Division Executive Committee gtablished to consist of ail of the members of the 3oard of of lie gnus Metal Corporation (of list York) a wholly owned sUCr * thi s= Ccoommppaany, aa nd the said members of such Board are hereby f such Executive lomnittee. Said Exec stive Committee ire P'r:s- exercis= arenera. supervision snc. centre. tne 0Bt business and operation of said Division. It shell keep 1937 of its recommendations, acts and doings, and such minutes shell tted to the Board of Directors from time to time :cr any action tion thereto which it may see fit to take. BE If FUPTHSK RESOLVED, That the Magnus Metal Division of this shall operate under the immediate direction of a General Manager. ecognizea that \t. H. Croft was heretofore employed by Magnus Incorporated, to serve as its Manager for the term of nine (9) from January 1, 1934, and thereafter until cancelled. Said contract loyment provides, that, sh^|d the assets and business of Magnus ny Incorporated be transferred to the parent Company, V.. H. Croft ,1 continue in the management and control thereof. This contract of .oymer.t has been assumed by this Company, and Croft as General linger of the Magnus Metal Division of this Company, shall continue to x- irform his duties and services thereunder and operate this Division in it same manner 83 in the past. There shall be appointed from time to time by the General Manager. Jiroved by the Magnus Metal Division Executive Committee, one First Itistsnt General Manager, one General production Manager, one or more mstant General Managers, a Comptroller and one or more assistant Compfillers. The First Assistant General Manager, the General Production teger, the Assistant General Managers, the Comptroller and Assistant -ttrollers shall perform such duties as the General Manager or Magnus el Division Executive Committee may from time to time designate. The r.erai Production Manager, in the absence .or disability of the General osger, shall have the same powers and duties as the General Manager as arfts operating duties. "Jhaer th- direction of the General Manager, and his absence or disability', under the direction of the First Assistant gager, and in his absence or disability, under the direction gtantgenera * Manager, the Comptroller, and in his absence ity, the Assistant Comptroller, shall have charge and custody s and accounts o: saia Division. A. H. Croft is hereby General Manager, M. o. Paine, First Assistant General Manager, fat. General Production Manager, C. H. Griffiths, Assistant sger, and 7. Burley, Comptroller of said Division. 1937 r 0000-NLI-000021935 1937 ^SEOLVEC, that th: general resolution for the or_anton of Magnus ^etal Division of the Company adopted 'ey cec utive Counitt o: zr.xs roar a .ts meet inn held rter DC', 123C be and is hereby is rescinded; and be it F j E1BE. h60 IV ED th at the or or ernes ana cosiness [rea or, to be aenuirea by this Company from its su'o- irj"4f'iOsS-" .M.inassrunuuss Metal Corporation (of new i orIt) yiitagnvMi / riy1 Ccrrrrry--Vof-^Hri-rtois) ^ - Magnus- *et&- Company - (of- Colorado), .onj-jSw"-)--j-fHTr--^o*--voinac-t-rcui:)_,.--kiiULLS . Con.pang ,--me . jpgir;,' t'trts metal Copytanv v-of Michigan), wagnosta-I in-y (of Missouri and*t.n"rnus atonra-nyy Inch. ' \of 'Dexasyy-under 4 M a-Mb. jpective plans of lieui "ion of said subsidiaries M.v.aopis-&d -bv- s ooerd at it? neat'ng? held September CL, 19c6 and; this day bv the Executive Committee hereof at its meeting held "o -*** % 'emre" B, * 13bo, * Jk. be and t'n&* v herebv* are ordered to be org" anized ,d operated on and after -nravtrmtner--S-j--194-3 as^-be--ggirh-T^^oitrsy ?j L ^r4t^r- arKi-on and after'?!t?rerber-3, ----lOU'TiCt'^Co<,*ixi-4-*y \Ot *> -on .ano glaf.tfcg--^ecerber "I, 19SS as to tX-L J_ 0__ Li.--iG* '/-o-ti er of said sub- b- v aidiaries, as la gnus Metal Division of Cations! nerd Company, under the general direction of 5 Directing Committee of eight, to be appointed from time to time by this Board or by the ^ Executive Committee thereof, and under the immediate direction O/ /' - imilarly appointed (sub)ect *5* to ijae-- existing contract 4*i--tn&t--reg-ard entered into by said .Magnus .~etal Corporation, then ma~nus Company, *r.c., -=h 9 under date of' January 1, 1214, and assumed by this 0000-NLI-000021936 s Louis Smelting L- Ref nin- V-.orks Oiliixi-j to -.ov-ber 25ra, 1336 16th to ..oveisber 15 tn, 1936) . Oct. 13 Oct Oct 30 ov. c Rov. 9 -<OV. 12 Compromise settlement assignment of claim against State Asparagus Company. Certified copy of directors' resolution of July 27, 1333 organizing the Pacific Coast branch of the Company. Release to Rest Chicago Park Commissioners in re payment of claim for materials furnished. Power of attorney for trade nark registration in Paraguay. Four certified copies of Executive Committee resolu tion of hoverseer 3, 193C, adding R. M. Roosevelt as authorized signatory against Division bank accounts. Contract with ^.m^rican Pulp Corporation dated November 10, 1936 grantian option for purchase of Spots',vood property at Price of <600,090., one-half to be or id in cash. rif Rov. do Rov. 17 Deed anc bill of sale to St. Joseph Lead Company dated July 1, 1336, conveying real and personal property in St. Francois County, Missouri. Deed to Kansas Explorations, Inc., dated July I, 1926 conveying real property under lying Chat Piles in St. Francois County, Missouri. Deed of release by St. Joseph Lead Company and national Lead Company to Mine La Lotte Lead & smelting Co. and Sweetwater Mining Co. dated Rov. 17, 1936, releasing certain lands in Madison County, Missouri from lien of deed of trust or' said Mine La 0000-NLI-000021938 XU O t) O " ,-eac c Jsei:;nr Co. to Capitol 1 :'u st Co., ei a 1 oc teo >-tic:: 1909. Release 3 s 5 ts t " o: . < Bush et 1 on payment of claim for goods sols and delivered. Nov. 18 - Release of Her r^3 erials furnished Acme hoofing Co. for Con .unity Housing Project* Indianaooii; Inc. Oct. 27 - Certified copy of Electors' resolution of October 27, 195c declaring current -quarterly dividend on Class A Preferred Htock. Oct . Liquidation Agreement anc Indenture transferring assets, both dated October 31, 19c6, and in duplicate, re liquidation of iingnus ^etal Corporation (lev; iork) . Liquidation Acreemerr and Indenture transf assets, both dated Loveuber 2, 195c, and m duplicate, re li.uid ; i on of Lagnus metal Coup (.Illinois) and proxy special stockholcers t ing of that Company to held November 2, 135 0. L lego id at ion Agreement and Indenture transferrins assets, both dated October 31, 1350, and in duplicate, re liquidation of Titanium Pigment Coupan; Inc. Same documents as last above and of said date re liquidation of Rational Piouents L Chemical Con is et . One certified con each of authorizin' sundrv Livisi can-: accounts - 1 . or 0000-NLI-000021939 ral Office nuec ) ntic -'rancn r.agnus -ietal -ivisio for Rational Pigments > Chemical Division and 3 for -itar-ium division. Rov. Rov. - Aoplicatior. to Fidelity and Casualty Company of - ev; Tor.-: for united states Customs Ter... Consumption Intry Bond in sum of $5000<? for year beginning: Rovember 3, 1336. 7 Certified copy of Directors' resolution of October 7, 1333 designating Ban!: of London and couth America as Company canters, in succession to Anglo-South .--merican Ban'.;, Ltd. Rov. 12 - Release to department of Purchase, Cit'' of Rev. loro, under surolv contract Ro. 120450. Rov. 20 - Certification of authority of executing officer or. contract dated September 21, 193c for supplying lead lined steel tubing to Ravy Department, bond for tne faithful performance thereof, and application to united States Guarantee Co. for suretyship on said bond. 0000-NLI-000021940