Document mqYvRzo7Y6bXxorOgRErnnY4k

Minutes of Regular Monthly Meeting of the BOARD OF DIRECTORS of RATIORAL LEAD C CMPARY held at Bo. Ill Broadway, New York City, Tuesday, December 22, 1942, at 10:50 o'clock A. M. PRESENT: L. T. Beale W. F. Meredith W. V. Burley J. J. Morsman W. E. Croft F. V. Rockwell C. F. Garesche Harold Rowe C. A. Geatty Charles Simon J. A. Taylor PRESEHT BY INVITATION: M. Douglas Cole ABSENT: E. F. Beale Kendall Marsh H. G. Sidford E. T. Warshow The President, Fletcher W. Rockwell, acted as Chairman of the meeting and H. 0. Bates acted as Secretary. A summary of the minutes of the last preceding meeting, held November 24, 1942, was presented and upon motion the reading of the minutes of the previous meeting was waived and the minutes were unanimously approved. Upon separate motions duly made and seconded, the follow ing resolutions were each unanimously adopted: RESOLVED, that the actions of the Executive Committee J,as set forth in the minutes of its meetings held November 27, December 4, 10 and 17, 1942, submitted at this meet ing and involving expenditures, appropriations and loans to the amount of $126,594.69, be and they hereby are approved, ratified and confirmed. RESOLVED, that effective January 1, 19^3 James L. Caruth be and he hereby is appointed Manager of the Pacific Coast Branch of the Company in succession to Roland P. Prentys, retired. The President informed the meeting that Ponte Vedra Company had received an offer from James R. Stockton, of Jacksonville, Florida, to purchase all the assets of Ponte Vedra Company for $500,000, payable $25,000 down and the balance by note of the purchaser payable within 0000-NLI-000021994 (Board of Directors, December 22, 1942, continued) sixty days. The President reviewed the situation with respect to the Ponte Vedra properties, the financial relations of the two companies, conditions brought about by the War, efforts made and negotiations had looking to a sale of the properties and other means of realizing upon National Lead Company'3 claims and invest ment. He presented the opinion of the Company's General Counsel dated December 21, 1942, as to the tax aspects' of the proposal if it be accepted and payment of the proceeds of the sale be made to National Lead Company on account of its claims. There followed a general discussion of the matter and the advisability of having the offer accepted. Mr. Warshow was consulted by telephone by Mr. 3eale and other directors and Mr. 3eale reported that Mr. Warshow had stated that if present and all other directors present voted in favor of having the offer accepted he would do like wise. After some further discussion and upon motion duly made and seconded, it was RESOLVED that in the judgment of this Board it is in the best interest of National Lead Comoany that the above mentioned offer of James R. Stockton to purchase all of the assets of Ponte Vedra Company for $500,000, payable $25,000 down and $475,000 by note of the purchaser payable within sixty days, be accepted by Ponte Vedra Company and, accordingly, the proper officers of National Lead Company are authorized and directed to take whatever steps may be necessary or proper to cause the sale to be consummated forthwith. The following Directors voted in favor of the adoption of said resolution: Messrs. L. T. Beale, W. V. Burley, W. H. Croft, C. P. Garesche, C. A. Geatty, W. P. Meredith, J. J. Morsman, P. W. Rockwell, Harold Rowe, Charles Simon and J. A. Taylor. (Mr. C. P. Williamson, of Alexander & Green, and Mr. J, A. Martino were present during the considera tion of the question of disposal of Ponte Vedra holdings.) 0000-NLI-000021995 (Board, of Directors, December 22, 1942, continued) The President reported in regard to the proposed sale of the Comnany's Doehler Die Casting shares that the tentative offer which, at the meeting of October 27, 19^2, he was authorized to accept in conjunction with the other holders of Doehler shares was not acceptable to the other shareholders and that therefore no sale was effected. Upon motion the meeting then adjourned. 426 r! i! I. ' i i :; Secretary 1943 0000-NLI-000021996