Document pmn7ma26pxbjRBKwYrv6mgY8X

^Directors of National Bead Company held at 'so Broadway, New York City, on Tuesday, "fl^wnber 22. 1936. at._10_ai clock A. a, I Present: Messrs. FjBeale </ S : Beale </ ^ ,Beschorman. . Carter r * ^ ifCaselton * ,/ ^ 6-i -J-r-^egfidrSh a, Croft a. 0. H. Greene * ql. W. F. Meredith/*V F. . Rockwell H. G. Bidford y iCharles Simon * v G. Vi. ThompsonH. T. ftarsnow Present by invitation: The minutes of the last preceding monthly meeting held |ber 24, 1936 were read and duly approved. Upon motion duly made and seconded the actions of the Butive Committee since the last meeting of the Board as forth in the minutes of its meetings held November 30th.and saber 3rd, 10th aiid 18th, 1S36, submitted for the Board's oval, were duly and unanimously approved, the roll being Led on all items involving the expenditure of money. Upon motion duly made and seconded the affixing of the of the Company to sundry documents specified in schedule nitted by the Secretary was duly and unanimously approved, Lfiea and confirmed, and said schedule was ordered filed with minutes of the meeting. Upon separate motions the following resolutions were teach unanimouslv adopted, the roll being called where the ex- x ipenditure of money was involved. 0000-NLI-000021941 Ri-BOLVi-D, that tfee sum of $1365. be and it hereby is appropriated for rearranging primary ana secondary fans to supply independent air to each calciner at Sayreville Plant, Titanium Division, in conformity with formal aaplication dated December 14., 1936. RnSOLVbD, that the sum of $4417. be ana it hereby is appropriated for replacing discharge valves for Precoat filters. Pigment mashing Department, Sayreville Plant, Titanium Division, in*conformity with formal application dated December 14, 1936. RESOLVED, that the sum of $2090. be and it hereby is appropriated for relining cones of dos. 5 and 6 precipitation tanks at St. Louis Plant, Titanium Division, in conformity with formal application dated December 5, 1936. RESOLVED, tnat the sum of $2360. be and it hereby is appropriated for the purchase and installation of power shear and accessory equip ment for cutting sheet lead in Blue ^ead Depart ment, Perth Amboy Plant, Atlantic Branch, in con formity with letter of Mr. G. M. warnbold, General Superintendent, dated December 9, 1936. RESOLVED, that the sum of $686. be and it hereby is appropriated for repairs to roof of Dallas' Plant, St. Louis Branch, in conformity with letter of Mr. G. H. Worrall, Assistant manager, dated December 15, 1936. RESOLVED, that the authorization by the manufacturing Committee of the expenditure of the net amount of $4884.65 during the period November 24th to December 21st, 1936, for the purchase of three Fore coupes, tw.o Ford coaches, three Chevrolet coupes, three Chevrolet coaches and one Plymouth coach for Company use, in conformity with report of Mr. F. V.. Rockwell, Chairman, dated December 21, 1936, be and it hereby is approved. RESOLVED, that the officers of the Company be and they hereby are authorized and directed to subscribe in its name and behalf for $20,000. in principal amount of the authorized 4'/o Debentures of Lev York Worlds Fair 1939 Inc. and to fulfill said subscription at the times and in the manner specified in the prescribed form of subscription agreement for said securities submitted at this meeting . 0000-NLI-000021942 RESOLVED, that the officers of the Company be and they hereby are authorized and directed, unless and until otherwise instructed by this Board or by its Executive Committee, to increase its annual dues* for membership in the Chamber of Commerce of the United Etates from 81000. to 82000., beginning with the calendar year 1937. RESOLVED, that pursuant to resolution of this Board adopted January 21, 1352, permission be and it hereby is granted for the transfer to fton-Operating Property Account as of January 1, 1936 of Dracco dust collecting unit in Metal Department, Perth Amboy Plant, Atlantic Branch, in conformity with letter of Mr. C. A. Oreatty, Manager, dated November 24, 1956. RESOLVED, that the officers of the Company be ana they hereby are authorized, empowered and directed to sell up to 20,000 shares of the 34,383 shares of the Class a Preferred Stock of this Company neretofore acquired and nov.- held by it, at such price or prices and in such manner and upon such terms and conditions as said officers may deem expedient and proper, and to assign and deliver or to cause to be assigned and delivered, in due form, to or upon the order of the purchasers thereof, certificates for any and all such shares so sold. RESOLVED, that the officers of the Company be and they hereby are authorized, empowered and directed to accept on its behalf, in exchange for the 8450,000. in par value of Preferred Stock of the Foy Paint Company, Inc. now owned by it, a like amount in par value of new Preferred Stock of said Company carrying the altered rights, privileges and poyfeksarure-s specified in letter of E. A. Foy, Jr., Vice President of said Company, dated December 19, 1930, and sub mitted at this meeting, and generally, in the name and behalf of this Company, to consent to and co operate in carrying out the plan of recapitalization of said Foy Company outlined in said letter. Ae Su LVED, that the officers of the Company be and they hereby are authorized and directed on its behalf to waive its right as a stockholder of Patino Mines and Enterprises Consolidated ( Inc.) to the special dividend of 4/5ths of a boliviano per share declared by that Company for the purpose of making the funds so distributed available for hospitalization anc other humanitarian purposes in Bolivia, and to consent to the application of this Company's share of that dividend for such purpose, in conformity with notice of tne '.treasurer of that Company dated December 21, 1956. 0000-NLI- NATIONAL LLAL C01*?ANY f8 -- ' olutions for adoption by Eoaro of Lirectors at jesting ' -Oar1J36 . ----- tv8 ' -seated and read to the meeting the :o\ .cv mg / Tnsert copy of Plan) cA ereupon, on notion duly naae, seconded, and carried, it unanimously _ ,. 'SOLVE!, that there be and there hereby is adopted the ing Plan of Liq*"uidation as a s- e* p* arate plan o*-f * li*qu-ii. dation of >e Yagnus Yetal Conpany, a corporation organized and existing under and by-virtue of the laws- 6f rthe ' - - - State of Kansas, `a :-`f - .a-gnus Sonpany Incorporated, a corporation organized and ' existing under and by virtue of the laws-of the : - " State of Oregon, and fir . ' Magnus Company Incorporated, a corporation organized and exist ing' under and by virtue-of'the laws-of the ^ State o- f Wis`cons' i n ,9 r ` / "* r ` v- ^ . c ; 7 n Cf ST V &S for Y sf Id 0000-NLI-000021944 Btt-elY shat there te ant there hereby is author its joved the complete liquidation of each of said ccrpora- jysua--- anc in accordance r:ith said Plan, to wit, by istribut 10:1 ;o this to: r.v of all the orooerty cf each of ion; in conolete cnncells tion or redencticn ick of each of saia corporations and the transfer to this ail the property of each of said corporations lithin endar and taxable year 1936, subject to any ana all debts, rities, and obligations of each of said corporations respechich shall be assumed and di?charged by this Company, iir.j the obligations, if any, of each of said corporations alderss of record of the snares of the stock thereof issued .SW .outstanding and registered on the books thereof otherwise lin the name cf this Company; and FURTHER RESOLVED, that there be and there hereby is approved authorised the dissolution of each cf said corporations in .cordance with the laws of the State under which the same was orporated and organized; and RUETELE E1SCLVLL, that the President or a Vice President of this Company be and he hereby is authorized, for and in behalf of this Company no make, execute, and deliver a separate plan of liQuicstion in the foregoing form of each of said corporations am tc cause the corporate seal cf this Company to be attacaed thereto ana attested by its Secretary or Assistant Secretary; and FURTHER RISCLVEE, that the officers of this Company be and tdey hereby-are authorized, directed, ur.d empowered for and in be-oalf ~f this Company to do ana perform any and all such acts IV 3n Is :v Id 0000-NLI-000021945 ...a j be ore :e; aeru in &nc- carry --- -- ;-- 'solut ienc . sot ion 0 u~y uuae, ,r n*" ; 1 :he prop; u__ -;CU--l r y- J .kX> ti.** --J<w/*VPr~>C- V^-L X- londed, and carried, it 7;a l7 CLVEd, tlit.t tills Company hereby approves and authorise; ganization or gualification by and in behalf of this Ccr.. orporaticii or corporations under the same nans as each 0: orporat ions 'S .actively, or othe: r. r* 1; ^ _ 1--.. r t n e * c ^ ^ ^ the tat,_ ir. vhich each of -to ^oupary does business, and that Ls ^oupouy .n:. they hereby ore authorioei. or auo on Csshai. Ox chlS ^ O -- 'erforu any and all such ts and things as in their judgnerh pe proper, expedient, or necessary to carr; out thu and _u.rpose of this resolution. 1 .cciis.. au_y uac-o, seconds.-. aniuous_y i 0 '- j _ -V-- *_i-^ diio.w uiid O* * h t i. - w O' w- i*.-h *. i >-- tU ^ i j . w v a ^ ^ _ trail. 11 SUCh St S v; 0 ' *\ /d^L^a^SOrf^rti< >rdijjh durj 01x11 ii in uiit oic.it,^ 0000-NLI-000021946 ~EEDUL~ o f DO COUNTS SEALED Wlln THz, CORPORATE SEAL November 24th to December 21st, 1936 cisco - November lbth to December 15h, 1936) Coast Branch- eral Research Laboratories nus ^etal Division Nov. 16 - Contract for furnishing supplte to Naval Supply Depot, Los Angeles. Dec. 2 - Application for permit to purchase specially denatured alcohol (.Form 1477) . Dec. 3 - Indenture and assignment trans ferring tQ. National Lead Company and obligations of National Pigments Company under its lease with El Portal Mining Company, pursuant to liquidation of said National Pigments Company. ' Dec. 4 - extract No. 51775 for furnishing dry red lead to Puget Sound Navy Yard. Dec. 7 - Certified copy of Directors' resolution of November 24, 1936 authorizing H. F.Allen to repre sent the Company in Los Angeles Small Claims Court. i*ov. 25 - Application New York State Liquor Authority for alcohol permit. Nov. 25 - Proxies for special stockholders' meeting s of Magnus Metal Company of Colorado, of Kentucky and of Missouri, and of Magnus Company, inc., of California, Connecticut,-Georgia,`Michigan and Texas, to be held November 30, 1936 to act on liquidation. Dec. 1 - One certified, copy each of 10 Executive Committee resolutions of November 30, 1936 authorizing various Division bank accounts. Dec. 16 - Proxies for special stockholders' meetings of Magnus Metal Co. (Kansas), of Magnus Co. Inc. (Oregon and Wisconsin) to be held December , 1936, to act on liquidation. 0000-NLI-000021948 let&l Division iuedj D.' lil Pigments & Chernies.! Division Chicago Branch Dec. 18 - liquidation Agreements and Indentures transferring assets,datedNov. 30, 1936, each in duplicate, pursuant to liquidation,of Magnus Co. inc. of Michigan, Texas and California and of Magnus Metal Company of Missouri. Dec. 21 - Proxy for special stockholders' meeting of magnus Co., Inc. ^Penna.) to be held December, 1936, to act on proposed change of name to Magnus Metal Corporation. Nov. 25 - Proxies for special stockholders' meetings of California Talc Co. to be held Nov. 28^ 1936 and of Baroid Sales Co., National Pigments Co. and Silica Products Co. to be held Nov. 30, 1936, to act on liquidation. Dec. 1 - One certified copy each of seven executive Committee resolu tions of Nov. 30, 1936 authoriz ing various Division bank accounts. Dec. 18 - Acceptance'of Constitution of Wyoming and certificate of appointment' of agent, etc. in that State for purposes of qualification, pursuant to liquidation of Silica Products Company. Nov. 27 - Performance bond in support of contract dated Nov. 13, 1936 for furnishing supplies for United States Works Project No. 601, and certified copy of bxecutive Committee res> lution of July 10, 19-28 evidencing authority of executing officer. Dec. 15 - Application to United States Guarantee Company for $10,000. bond to City of Chicago unaer ammunition storage license for year 1937. 0000-NLI-000021949 ]j q c . 15 - Performance bond dated December 7, 1956 in support of contract for supplies to Project So. 601 U. S. Treasury Department, and certification of authority of executing officer. Dec. 17 - Ammunition storage license bond to City of Cnicago for 510,000. for the calendar year 1937. Dec. 2 - Powers of attorney for "Titanox", etc. trade mark registrations in Bolivia^-Chile, Colombia, Ecquador, Panama, Peru and Venezuela. Dec. 11 - Riders to Annual Performance Bond and Annual Bid Bond of Titanium Pigment Company, Inc. to Bureau of Supplies and Accounts, Navy Department, substituting ` National Dead Company and Titanium Pigment Corporation as joint principals thereunder. Dec. 15 - Registry of still No. 14377, St. Louis Plant (Treas. Dept. Form 26), in quintuplicate. Dec. 17 - Stipulation re 1936 assessed valua tion of Sayreville Plant property, dated Dec. 16, 1936, in proceedings before State Board of Tax Appeals, in duplicate. Nov. 24 - Certified copy of Executive Committee resolution of July 10, 1928 re Government supply contracts. Dec. 7 - Certification of authority of executing officer on contract for r supplying sheet lead to Pearl Harbor Navy Yard and performance bond in support thereof. Dec. 12 - Original New Jersey bill of sale covering purchase from FittinTully Chevrolet, Inc. of car No. 293 and assignment to that Company of bill of sale of car No. 251. Dec. 15 - Application to United States Guarantee Co. for performance bond in support of supply contract entered under*date of Dec. 7th above. 0000-NLI-000021950 -Department Nov. 30 - Election to accept provisions of Kansas Workmen's Compensation Act as to St. Louis Branch sales men. Nov. 24 - One certified copy each of Directors' resolutions of November 24, 1936 declaring current quarterly dividend on Class B Preferred Stock and current and extra dividends on Common Stock. Nov. 28 - Liquidation Agreement and indenture transferring assets re . California Talc Company, each in duplicate. Nov. 30 - Liquidation Agreements and Indentures transferring assets re Baroid Sales Co., National Pigments Co. and Silica Products Co., each in duplicate. Dec. 7 - Proxy for annual stockholders' meeting of The Foy Paint Company, Inc., to be held December 17, 1936. Dec.^ 3 -- Waiver of notice and proxy for special stockholders' meeting_ of Titanium Pigment Company, -i-nc. to vote on dissolution. Dec. 11 - Amendment No. 5 (SEC Form 8) dated Dec. 11, 1936 (in duplicate) to application for registration . of securities under Securities Exchange Act of 1934. Dec. 15 - Proxy for special stockholders' meeting of Patino Mines and Enterprises Consolidated.(Inc.) to be held Dec. 17, 4-936. 0000-NLI-000021951 NATIONAL LEAL COMPANY Resolutions for adoption by Board of Directors*' to be held November 24, 1936: ______ _ ______ There was presented and read to the meeting the Plan of Liquidation: (insert copy of Plan) Thereupon, on motion duly made, seconded, and ca-i % was duly and unanimously RESOLVED', that there be and there hereby is adopt _ ,t, foregoing Plan of Liquidation as a separate plan of liq- MAGNUS COMPANY INCORPORATED, a corporation organiz existing under and by virtue of the laws of State of California, THE MAGNUS METAL COMPANY, a corporation organized existing under and by virtue of the laws of State of Colorado, MAGNUS COMPANY INCORPORATED, a corporation organized' and existing under and by virtue of the laws the State of Connecticut, MAGNUS COMPANY INCORPORATED, a corporation organized and existing under and by virtue of the laws the State of Georgia, MAGNUS METAL COMPANY, a corporation organized and existing under and by virtue of the laws of th State of Kentucky-, MAGNUS COMPANY INCORPORATED, a corporation organized and existing under and by virtue of the laws of; the State of Michigan, MAGNUS METAL COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Missouri, MAGNUS COMPANY INCORPORATED, a corporation organized and existing under and by virtue of the laws of State of Texas, CALIFORNIA TALC COMPANY, a corporation organized and existing under and by virtue of the laws of the of Delaware, 0000-NLI-000021952 [jONAL PIGMENTS COMPANY, a corporation organized and existing under and by virtue of the laws of the State of California, *ICA PRODUCTS COMPANY, a corporation organized and * existing under and by virtue of the laws of the State of Missouri, LEAD COMPANY, a corporation organized and existing under and by virtue of the laws of the State of West Virginia, and ilTED STATES CARTRIDGE COMPANY, a corporation organized Ij and existing under and by virtue of the laws of the State of Massachusetts, |)tively, and that there be and there hereby is authorized approved the complete liquidation of each of said corporapursuant to and in accordance with said Plan, to wit, by .istribution to this Company of all the property of each of corporations -in complete cancellation or redemption of all Stock of each of said corporations and the transfer to this it ikny of all the property of each of said corporations witnin calendar and taxable year 1936, subject to any and all debts, ibilities, and obligations of each of said corporations respec tively, which shall be assumed and discharged by this Company, > including the obligations, if any, of each of said corporations |o holders of record of the shares of the stock thereof issued tod outstanding and registered on the books thereof otherwise than in the name of this Company; and FURTHER RESOLVED, that there be and there hereby is approved and authorized the dissolution of each of said corpora tions in accordance with the laws of the tate under which the sane was incorporated and organized; and 0000-NLI-000021953 FURTHER RESOLVED, that the President or a Vice Pres: this Company be and he hereby is authorized, for and in this Company to make, execute, and deliver a separate plan A* liquidation in the foregoing form of each of said corporat: and to cause the corporate seal of this Company to be attac! tnereto and attested by its Secretary or Assistant Secretar. --t FURTHER RESOLVED, that the officers of this Company 'tee' they hereby are authorized, directed, and empowered for and' behalf of this Company to do and perform any and all such aej things as in their judgment may be proper, expedient, or neci in and about the liquidation and dissolution of each of said" corporations and the distribution of all the property thereof^ the carrying out of the full intent and purpose of the foregoi resolutions. On motion duly made, seconded, and carried, it was duly ar unanimously ' RESOLVED, that this Company hereby approves and authorize# ,,A the organization or qualification by and in behalf of this Compi of a corporation or corporations under the same name as each ofj said corporations respectively, or other name similar thereto, under th:_. laws of the State in which each of said corporations was organized or in which this Company does business, and that the officers of this Company be and they hereby are authorized, | directed, and empowered for and in behalf of this Company to do and perform any and all such acts and things as in their judgment may be proper, expedient, or necessary to carry out the full intent and ournose of this resolution. 0000-NLI-000021954 On motion duly made, seconded, and carried, it was duly imously RESOLVED, that the officers of the Company be id they hereby are authorized, directed and empowered for rind in behalf of the Company to take all such steps as be necessary, proper, or expedient for securing authority for the Company to transact business as a ^foreign corporation in the States of Colorado, Connecticut, Georgia, Kentucky, Wyoming and West Virginia. RESOLVED, that in connection with the business to be transacted by the Company in the State of Wyoming the Company accept the Constitution of said State, and-that the Eresident and Secretary be and they hereby are authorized and directed to execute and file an acceptance of said Constitution by the Company as required by law. RESOLVED), by the Board of Directors of National Lead Company, a corporation created and organized under the laws of the State of New Jersey, that, whereas, said corporation desires authority to hold property and transact business in the State of West Virginia, the said corporation hereby accepts the provisions of section seventy-nine of article one of chapter thirty-one of the Code of West Virginia and agrees to be governed thereby. On motion duly made, seconded and carried the following ble and resolution were duly and unanimously adopted: WHEREAS, Magnus Metal Corporation (formerly Magnus Company Incorporated), a corporation organized under and by virtue of the laws of the State of New *ork on^or about the 29th day of December , 1914, has baen completely liquidated by the transfer of all its property to this Company, and all its debts, liabilities and obligations have been assumed by this Company, and said corporation has been duly dis solved, and this Company has caused to be organized, on or about the 2nd day of November, 1936, under the laws of the State of New Mork, a new Magnus Metal Corporation, to act as the agent of this Company, now, therefore, be it RESOLVED, that this Company hereby assumes and guarantees the performance by said Magnus Metal Corporation (1936) of any and all contracts or other obligations that said Magnus Metal Corporation (1^36) may make or incur for and on behalf of this Company. 0000-NLI-000021955