Document pmx53ZMMDb3JbrgbRX8GgqnQk

MBJU2Q3S OEP THE ARBUAL MEEX3H3 OF *EHE BOARD OF DIRECTORS OF 2BB GLIBBER COMPARE 3520 Minutes of the Annual Meeting of the Board of Directors of Q Gliddexx Company bold at the office of the Company, 900 Union Commerce Building, Cleveland, Ohio, on Shursday, Decesiber 10, 1959? at 11:25 A.M. Ifcs following directors were present: Dtflgit P* Joyce Alexander D Duncan B. V. Mexey John H Weeks Robert D. Homer William G. Phillips Willard C. Lighter Harvey L. Slaughter George H. Halsey W. David Stalleup George 8. Warner William P. Smith Mr* R. L. Lozon, Director of Purchases and Shade Relatione, was present at the meeting during consideration of the General Purchasing Depart ment^ report* Mr. Dwight P. Joyce, Chairman, presided and Mr* Robert D. Sooner, Secretary, recorded the minutes. Copies of the minutes of the flovenfcer meeting of the Directors having been mailed to each director, the Directors, on motion made and seconded, unanimously agreed to dispense with the reading of the and egpxoved 1tea as they appeared In the copies received by them* She Chairman announced that the meeting would proceed with the election of officers to serve until the next Annual Directors Meeting and that nominations would be received. Whereupon, the following officers of the Com pany were nominated: GL0007757 ia/i0/59 / 3521 Dwight P. Joyce - Chalsman of the Board and President B. V. Maxey - Vice President--Finance Alexander B. Buncoa - Vice President Harvey L. Slaughter - Vice President Willard C. Lighter - Vice President John H. Weeks - Vice President-Personnel George M. Halsey * Vice President George 8. Warner * Vice President V Bavld Stallcup - Vice President Willinn von Fischer - Vico President--Research James W. Pollard, Jr. - Vice President--Engineering Hubert B. Bozner - Secretary and General Counsel William O. Phillips - Treasurer Donald . Broking - Controller Richard K. Button - Assistant Secretary On motion made, seconded and unanimously carried; nominations wore closed and the Secretary was instructed to cast the unanimous ballot of all directors present for the election of 1he officers above nominated. The Chairman announced that he hod appointed Messrs. Thomas 8. Azmi, James L. Beauchamp, Robert B. Slnpson, end Henan F. Winger regional vice presidents of the Paint Blvlslon, vith authority to use the title "Regional Vice President--Paint Blvlslon" in connection with their divisional management responsibilities. These appointments were, on motion made and seconded, unanimously approved by the Directors. The following directors were nominated to serve as regalar members of the Executive Committee: Dwight P. Joyce, Chairman Willard C. Lighter B. W. Moray Alexander B. Buncon Robert B. Bozner Messrs. Harvey L. Slaughter and John H. Weeks were also nominated to serve, respectively, as first and second alternate members of the Executive Com mittee in the absence of one or more of the regular menfcers of lire Cocmittee from any meeting. GLD007758 12/W/59 '*>'4 IIKIfUWVU 2522 On notion made, seconded and unanimously carried, the Secretary was Instructed to cast the unanimous 'ballot of all directors present for those directors nominated as regular and alternate mesfcera of the Executive Conmittee. On motion made, seconded and unanimously carried, the following directors ware elected to serve as members of the Sonus Cocsoittee: John H. Weeks - Chairman B. V. Maxey Alexander D. Duncan Harvey L. Slautfxter Willard c. Lighter William F. Smith On notion made, seconded and unanimously carried, tho following directors were elected to serve as members of the Stock Option Comaittee: John H. Weeks - Chairman B W. Maxey Alexander D. Duncan Harvey L. Slaughter Willard C. Lifter William F. Smith On motion made, seconded and unanimously carried, the following Branch Development Ccssoittee was elected to carry out the Master Flan for Development of Branches approved by the Directors in July 19$k: Alexander D. Duncan * Chairman William 0. Phillips Foul w. Beidbardt William D. Kinsell Williaa G. Wickham Bdbert P. Groves L. D. Golden, Jr. - Secretary dames K. 3talter (Alternate for Mr* Phillips) Willard P. stetzelberger (Alternate for Mr. Wickham) lbs Chatman announced that he bed appointed the following manage ment cccDittees to serve until the next Annual Directors Meeting, these appointments vers, on notion mode and seconded, unanimously approved by the Directorst GL0OO7759 12/W/59 *>**'' WfruI'JIt'P.U PCWO / 3523 FUTURE PROFITS OQMOEZBB DtfiGht P. Joyce, Chairman Villard C- Lifter B. W. Karey G. M. Halsey Dr. William von Fischer Robert . Eorfitosyer, Secretary PEflSIOfl Ca-METEB B. W. Mosey, Chairman John E. Wesfcs VJilliam G. Phillips Harvey L* Slaughter Cheater A. Leach William P. Smith Waldo E. Van Fleet (Alternate for Mr* Leach) CORKEiASS ADVSBTxSlIR? COMBCEEBSE B. w. Maxey, Chairman Tully E. Turney Robert R. Augsburger, Secretory William D. Kinsell George F. Grsvo Robert B. Woodward (Alternate for Mr* Kinsell) PAgaar c q ^iit t s e Glenn K. Baviaso, Chairman Charles E. Carney Robert B. Homer Bet * Joseph P* Bain JSarvin Cochran Br* William von Fischer Dr* Harry J. Kiefer Gerald G. Christensen Dr. Reuben Rcseman RESEARCH CCKM2TSSB Dr* William von Fischer, Chairman Marvin Cochran Dr. B. W. Allan Dr* Joseph P. Bain Eduard Schulte Dr* Reuben Roseom M, E. Doathitt TYYMATHrttR COM-CETT^ William 0* Phillips, Chairmen Paul W. SSidhardt Survey L* Slaughter George s. Warner Robert R. Augoburger, Secretory GL0007760 32/10/59 3524 KMECttg TRADEMARK OOMBim William O. hiUllSSToairoan X#. 9* OoUdfiH^ Jr FTed S. Valles, Secretary PABCT LABHLUO COMgTTEB Roger S* Burgess, Chairman Theodore M. Steppart Tally H. TUraey C. H. Rundell, Secretary KX?PLflBSm OMMEmB Roger E. Burgess, Chairman and Secretary Frank J. Daniels Robert L. Xozon CAPJIAI. E5CPEHDEIUEE3 S m ccmmss Willard c. Lifter# Chairman William G. Phillips Drevafl . Erskino The Chairman reported that according to preliminary operating state* meats he had received prior to the meeting, profits had decreased dmrfng the month of Bovomber. Met income for the first fiscal quarter ended Bovecber 30, 1959 was Gpproximtely $l,hl5,38l, or per share, compared vith $1,75^,057 or 76j5 per share in the some period in the preceding year. Be pointed out that results for the 1959 quarter reflected effects of the steel strike and increased celling and administrative expenses, which were largely for advertis ing and branch expansion. These increased expenditures were expected to produce higher sales and earnings in the later months of fiscal i960. Each of the operating Vice Presidents gave a brief report of predicted profits for his Division during the balance of the fiscal year. Due to the short period of time since the Kovember meeting of the Board of Directors, the report of the Treasurer, Mr. V* Q. XttUllps, on the status of the Company's cosh position and Its accounts receivable was carried oyer for consideration at the January i960 meeting* Mr. a. 3. Warner stated GL0007761 3523" that current inventories of oil Divisions appeared to be at satisfactory levels* At 11:45 A.M. the meeting van recessed for luncheon and reconvened at 1:30 P.M. Consideration was given to tbs monthly report of the General Purchasing Department on developments pertaining to tbs price end availability of principal raw materials purchased by the Conpany* to. R, L. Lozoa, Director of Purchases and Trade Delations, was present during consideration of this report. A revised policy statement pertaining to tbs Company's corporate research program, dated December 4, 1939, and addressed by Hr. V. C. Lighter to each of the directors, was discussed and, on motion made and seconded, unanimously approved. The policy statement approved by the Board provides for adoption of certain procedures advocated by Mr. Lighter whereby top management con be kept currently informed of technical developments and will thereby be in a position to better control total research expenditures and tbs Cotqpanyvs headquarters research program. The Chatman and Mr. G. M. Halsey, Tice President--Chemical Divisions, reported that Industries Quimicas Bacicao de Mexico, S.A., had been unable to obtain permission from the Mexican government to construct a titanium dioxide plant in Mexico pursuant to Agreements entered into with the Company and its wholly-owned Venezuelan subsidiary, fltldflen International, C.A., as of August 5, 1937; sod that . Z. duPonfc dCSemours & Coqpaay was proceeding with plans for construction of ouch a plant in Mexico. Mr. Halsey reported that the Technological Assistance and Service Agreement between Glidden International, C.A. and H. V. Billiton MaatschoppiJ, j GLDOO776? 12AO/59 a Netherlands corporation, approved toy the Directors at the November 24, 1959 meeting, had been executed toy tooth companies under date of Deceniber 3> 1959> that Initial disclosures had been rads to Billiton at She Hogue* Netherlands, and that Billiton's check for $200,000, due upon execution of the Agreement, had been received* Mr. A. D. Duncan, Vice President---Faint Division, stated that a proposal for the acquisition toy (Hidden International, C.A. of a paint manu facturing facility in Panama vao under consideration end would toe submitted to the Directors at a later meeting. She Board reviered the Secretary's monthly report dated December 0, 1959, on matters on which Directors and/or Executive Comittee action hod been taken and on which other action was pending. There toeing no further business to come before the Directors, the meeting was adjourned at 2:45 P-M. j J'.lWlfrwimgfiHH.' II,! IllWill....I.1I.MU ............... J GLD007763 12/10/59 w*'1^