Document rx5ezBOe7EaZ3eZJ35L2yXV77

/ OERTIflOATI Of ISCOBPORATIOH Of ASAOOSDA LEAD PRODUCTS OOM2AN?. --00O00- flRST. The name of this corporation is ASACOSPA LEAD PRODUCTS OCKPAST . SECOND. Its prinoipal offlot in the state of Delaware is looateA at So. 7 Vest Tenth Street, in the City of Wilmington, Oonnty of Sew Castle. The name and address of its resident agent is the CORPORATION TRUST COMPAST Of AMERICA, So. 7 Vest Tenth Street, Wilmington, Delaware. i. The nature of the business, or objeotc posed to be trosaeted, promoted or oarried re by purchase, lease or otherwise, and to own, sell, lease, mortgage, oonrey, develop, improve and operate mines; to own, acquire, construct, enlarge, improve, operate and carry on works for smelting, part** 1SA0002SS V / iflg, refining ar working any base or pracioua metals, or the produets thereof, and factories for the man ufacture of metals and metal products and espeoially white lead, red lead and lead in any and all commercial and medioinal forms and qualities, and for the man ufacture of pyroligneous sold, aoetate of lime and oharooal by the prooess of destructive distillation, carbon dioxide, magnesia and the products thereof, together with faotories or works for the purpose of producing^ *'. refining or manufaotaring linseed and oastor oils vegetable, mineral or other oils and the produots thste- * 'T* of, and oompositlons, ertloles and apparatus from and in eonneetion therewith, and to manufacture the produots of said mines and said eubstanoes; and generally to oarry on suoh manufacturing or other business as may be neoessary or oonvenient for the business ad operations of the oompany, or ony part thereof; to buy, sell, trade ad deal in the produots of said mines, factories, works in their orude form, or in any state or Ition or aaufMture, as well as the propres, including bass ad precious metals, lead, white lead, red lead ad oils of every kind ad quality, ad in any form or oonditlan, and suoh other oubstaoes, produots ad materials as are commonly or ISR000256 conveniently used, manufactured, bought or sold la oonaeotloa with said business or buslaesses, or aay part or parts thereof, or as are neoessary or convenient la and about or oonneoted direotly or indirectly with the transaction of the business of the said company. To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, waxes and merchandise and real and personal property of every class and description. To aoquire, and pay for in cash, stock or bonds of this corporation er otherwise, the good will, rights, assets and property, and te undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation. To aoquire, hold, use, sell, assign, lease, in respect of, mortgage, or otherwise rs patent of the united States or aay patent rights, licenses and privileges, iprovemente and prooesses, copyrights, trade-marks and trade names, relating' to or useful in connection with any business of this corporation. isro< * guarantee, purchase, bold, eell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, seouxities or evidence of indebtedness created by any other corpora tion or corporations organised under the laws of this state or any other state, country, nation or government, and riiile the owner thereof to exercise all the rights, powers and privileges of ownership* To issue bonds, debentures or obligations of this oorporatlon from time to time, for any of the objects or purposes of the corporation, and to seoure the same by mortgage, pledge, deed of trust, or other wise. To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall net use its funds or property for the purehsse of its own shares of capital stock when such use would eamae any impairment [and provided further that shares of its belonging to it shall not be voted indirectly* 90 have one or more offloes, to oarry on all or any of its operations and business and without res- ISR00025S triction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Distriots, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of suoh State, District, Territory, Colony or Country. in general, to oarry on any ether business fit' '/ connection with the foregoing, whether manufacturing otherwise, and to hare and exeroise all the powers e ferred by the laws of Delaware upon corporations formed under the aot hereinafter referred to, and to do any or all of the things hereinbefore set forth to the same ex tent as natural persons might or oould do. The foregoing olauses shall be construed both as objects and powers; and it is hereby expressly pro- foregoing enumeration of speoifle powers Ld to limit or restrict in any manner the rO orp oration. ypUBTH. The total authorised capital a took of this oorporatlon is one million dollars ($1,000,000), divided into ten thousand (10,000) shares of 1he par ISR0002S9 altia of on* hundred dollars C$100; eaoh, all of which shall be common stock. PIPTH. The amount of oapital stock with which this corporation will oommenoe business is one thousand Dollars ($1,000). SIXTH. The names and plaoes of residence of the original subscribers to the oapital stook and the number of shares subscribed for by each are as foils** i MMB RE3IPBH0B HO. 0? SHJUUji'' v* Telesphore L. Croteau Wilmington, Pel. P. 3. Drew Wilmington, Pel. H. S. Shorn Wilmington, Pel. six two two 3BV33BTH. This corporation is to haws perpetual existence. EIGHTH. The prirate property ef the stockholders bjeot to the payment of oorporate debts rhatewer In furtheranoe, and not in limitation of the powers conferred by statute, the board of directors is expressly authorised: ISR000260 To make and alter the by-law* of this corporation, to fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be exeouted mortgages and liens upon the real and personal property of this corporation. from time to time to determine whether and to what extent, and at what times and plaoes, and under what conditions and regulations, the aooounts and beefcs of this corporation (other than the stock lodger), dSTdMr of then, shall he open to inspeotioa of stockholder^ ` ^ and no stookholder shall have say right of inspecting any aeoount, book or doouaent of this corporation except as oonferred by statute, unless authorised by a resolution of the stockholders or direotors: If the bylaws so provide, to designate two or more of its nunber to oonstitute an sseeutive oemittee, te shall for the tine being, as provided hi on or in by-laws ef this corporation, tise any or all of the powers of the board the management of the business and affairs of this corporation, and have power to authorise the seal of this corporation to be affixed to all papers whioh may require it* 1SR0002* tuxsuant to the affirmative vote of the hold ers of at least a majority of the stook issued and out standing, haring Toting power, given at a stockholders * meeting duly oalled for that purpose, or when sathorised by the written consent of at least a majority of the holders of the voting stook issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or oxchange all of the pro)* erty and assets of this corporation inolading its good ' will and its oorporate franohlses, upon suoh terms anMg u^ ' * oondltions as its board of direotors deem expedient and for the best interests of the corporation. This corporation may la Its by-laws confer pow ers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly con ferred upon them by the statute. tookholders and directors shall have pos se provide, to held their meetings, #r more offices within or without the State of Delaware, and te heap the books of ihis cor poration (subject to the provisions of the statutes) outside of the State of Delaware at such places as may be from time to time designated by the board of di- ISA000262 rectors TENTH. This corporation reserves the right to amend, alter, change, or repeal any provision contained in this oertifioate of incorporation, in the manner now or hereafter prescribed by statute, and all rights con ferred upon stockholders herein axe granted subjeot to this reservation. WB, THE PBD2R8IGIED, being eaeh of the original ' m subscribers to the capital stock hereinbefore named fost the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General corporation law of the State of Delaware, being Chapter 65 of the Revised Cede of Delaware, and the acts amendatory thereof and supplemental thereto, do make and file this eertifleate, hereby declaring and oertifying that the fasts herein stated are true, and ee to take the number of shares of set forth, and aeoordingly have hereand seals this 50th day ef June, 1519. In presence of Herbert 2. Latter T. L. Croteau L.3. 2. 5. Drew I<. S. H. 2. Baser L.3. ISR000263 STATE 07 DELAWARE ) ss COUNT? OF NEW CASTLE ) --' BE IT REMEMBERED that on thia 30th d&7 of Juno, 1919, personally came before me Herbert E. Latter, a Notary Tabllo for the State of Delaware, Telesphore L. Croteau, P. B. Drew and H. 3. Boos, parties to the fore going certificate of incorporation, known to me per-. sonally to be snoh, and sererally aeknowledged the sait certificate to be the act and deed of the signers re-f^ ?*' speotirely and that the facta therein abated are truly set forth* SITU under my hand and seal of office the day and year aforesaid* Herbert S* Latter Notary labile Latter LbllO ft m lb. 25,191? Delaware Tears* it tt m *:! 'I ?! ft ft ft ft ft t ft It ft H Hit *t *f ft ft ft It It tt ISR00026* STATE OP DELAWARE Office of Secretary of state I, EVER3TT C. JOHNSOI, Secretary of State of the State of Delaware, do hereby oertlfy that the above and foregoing la a true and oorreot copy of Certificate of Incorporation ef the "AHACOBDA LEAD PRODUCT8 COMPAJE*,'- aa received and filed in this office the first day of ~ * . July, A,. D. 1919, at 9 o'olook A* M. '^ IS gBflglMOT lHBaoy, I have here unto act ay hand and official seal at Dover, thie first day of July, in the year of our Lord one thous and nine hundred and nineteen. Everett C. Johnson, Secretary of state. iiiiiwitfMittitinitiiititffiw** " Secretary's Office " 1911 1855 Delaware 1793 * ISR000265 Received for Record July 1st, l. D. 1919 ?. G. Cole, Recorder. 3TATB 07 DELAWARi >iw .111 mmmm "" 1 NSW CASTIE COUNTY : # : ^ Recorded in the Recorder's Office at 4ft- Wilmington, in Certificate of Incorgl^atite* J , -- Reoord ,7ol. Page the first day of July, A. D. 1919. Witness ny hand and official seal. 7. G Cole, Recorder. mtnitiitittitiitittttnittfitttttaitiiaiiaa " Recorders " " New Castle Co. Bel. " " Meroy - Justice. " i w it * n 11 n 111111 tt n n n rt ttti n it tt itita ISRO00266 ANACONDA. LEAD PRODUCTS COMPANY ---00O00-- 3Y-IAWS ------OOQOO--- ARTICLE I. OFFICES* Seo. 1. The principal office shall be la the City of Wilmington, County of Bsw Oastls, Stats of Dai- -- aware, and the naas of the agent in charge thereof shall^ be the CORPORATION TRUST COMPANY OP AMERICA. 3eo* Z. The oorporatlon shall also hare an offioe in the City of New York, I* Y. and may hare offices at suoh other plaee or plaoes as may, from time to time, be found desirable* ARTICLE II* N 3875.01 15*00026? thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". ARTICLE III . STOCKHOLDERS * MEETINGS . Sec. 1. All meetings of the stockholders shall he held at the offioe of the corporation in the City ef New York, N. Y. Sec. 2, The annual meeting of the stoekfeolterm, after the year 1919, shall he held on the second Tuesday of Hay in each year, if not a legal holiday, and if a legal holiday, then on the day following, at eleven o'clock, A. M., for the election of direotors and inspeotors of election, and the transaction of such other business as may oome before the meeting. See. 3. T^s holders of a majority of the stock tstanding, present in person, or represented all he requisite and shall constitute a quor- V ttaf glr4&'dfeeetlngs of the stockholders for the transac tion of business ezoept as otherwise provided by law, by the oertifioate of incorporation or by these by-laws. If, however, sueh majority shall not be present or represent ISR000266 at any meeting of the stockholders, the stockholders present, in person or by proxy, shall hare the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the req uisite amount of stock shall be present. At such adjourned meeting, at which the requisite amount of stock shall be represented, any business may be transacted which might hare been transacted at the meeting as originally notified. Seo. 4. At each meeting of the stockholders, erery stockholder shall be entitled to rote, in pereom,. or by proxy, and shall hare one rote for eaoh share of' stock registered in his name, at the time of the closing of the transfer books for said meeting. Ho share of stock shall be roted on at any election Aieh has been trans ferred on the books of the corporation within twenty days next preoedlng such election. The rote for directors, and upon the demand of any stockholder the rote upon any tore the meeting shall be by ballot. All eleobe held, and all questions decided by a Its. Seo. 5. Written notios of the annual meeting shall be mailed to eaoh stockholder, at suoh address as ISRO00269 appears on the stock booh of the corporation, at least ten and not more than twenty days prior to the meet ing. 3eo. Special meetings of the stockholders, for any purpose other than such as may be regulated by statute, may be called by the president, and shall be called by the president or secretary, at the request in writing by stockholders owning a majority in amount e ik the entire capital stook of the corporation issue4-cftp| * - outstanding. 3uoh request shall state the purpose er -- purposes of the proposed meeting. 3eo. 7. Written notice of a special meeting of stockholders, stating the time and place and objeot thereof, shall be mailed, postage prepaid, at least three and not more than twenty days before suoh meeting, to each stockholder, at suoh address as appears on the books See. 1. The property and business of the cor poration shall be managed by its board of direotors, fire 1SR000270 in number, none of whom need be stockholders. They shall be elected by the stockholders, at the annual meeting of stockholders of the corporation; and eaoh director shall be eleoted to serve for the term of one year and until his successor shall bs eleoted and shall qualify. 3ao. 2. The directors may hold meetings and hare one or more offioes, and keep the books sf ihe corporation, except the original or duplicate store* ledger, outside of Delaware, at the office of thw-asrpearatlon in the City of Hew York, I. Y*, or at suoh Mfccr'* places as they may from time to time determine. Sec. 3. The directors shall determine, from time to time, whether, and, if allowed, when and under what conditions and regulations the aooounts and books of the corporation (axoept suoh as may by statute be speoifioally open te inspection) or any of them, shall the inspection of the stockholders; and the 1 rights in this respeot are and shall be and limited accordingly* See* 4. In addition to the powers and author ities by these by-laws expressly oonferred upon them, the I SR000271 board stay exercise all suoh powers of the corporation and do all such lawful acts and things as are not by statute or by tha certificate of incorporation or by these by-laws directed or required to be ezaroised or dona by the s tookholders. Sec> .5. When any vacancy ooours among the directors, the remaining members of the board may elect a direotor or directors to fill suoh racanoy* Seo. As soon as practicable after the mammal meeting of stockholders, there shall be a meeting of th#-'-^ board of directors, to eleot officers for the ensuing year. Seo. 2* Hegular meetings of the board may be held without notioe at such time and plaoe as shall from time to time be determined by the board. See. J3. Special meetings of Ifce board may be time by the president, en reasonable notice , either personally or by mail or by s^jpjeial meetings shall be called by the pres ident or secretary in like manner and on like notice on the written request of two directors. *S000272 ARTICLE 7 OFFICERS^ 3so 1. Tli# officers of the corporation shall be a president, vice-president, secretary and treasurer. Any two of the aforesaid offioes, except those of pres ident and vice-president,may be filled by the sue person* 3ao. 2. The board of directors, at its first meeting after eaoh annual meeting of stockholders, g^aJ.1* elect by ballot a president and rios-president from their own number; and the board shall also annually choose a secretary and a treasurer, who need net be mem bers of the board. Sec* 3* She beard may appoint such other officers and agents as it shall deem necessary, who shall hare such authority end shall perform suoh duties as from time }e prescribed by the beard* directors* 4* The salaries of all offioers and agents ion shall be fixed by the board of ISR000273 Sea. The officer* of the corporation shall hold office for one 7*ax and until their successors are ohoeen and qualified. kny offioer eleoted or appoint ed by the hoard of direotore may be removed at any time by the affirmative vote of a majority of the whole board of direotor8. 3eo. _6. The president shall preside at all the meetings of the stockholders and the board of direot7 ore, sign all stook oertifioates and shall, in gena9*2T(. 'V y have the powers and perform the duties usually pertain- ' ing to the president of a corporation. Seo. 7 The vioe-president shall, in the absence of or disability of the president, perform the duties and exercise the powers of the president and shall perform suoh other duties as shall, from time to time, be imposed upon him by the board. 8. The secretary shall keep the minutes of the stockholders, board of directors direction of the president or board of directors, perform all duties usually pertaining to the office of secretary. o*N treasurer shall have the custody of the corporate funds, seourities and things In action and shall keep full and aeourate aocounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other raluable effects in the name and to the or edit of the corporation, in suoh depositories as may be designated by the board of directors. He shall disburse the funds of the oorpf*~ tion as may be ordered by the board, taking proper i * Touchers for suoh disbursements, and shall render tt'ihfc > president and dlreotors, at the regular meetings of the board, or whenever they may require it, an aooount of all his transactions as treasurer and of the financial oonditlon of the corporation. Is shall sign certificates of stook and keep the stoek ledger and stook certificate book. i. 10. If the offlee of any director or of rise-president, secretary or treasurer feer or agent, one or more, becomes raoant 'death, resignation, retirement, dis qualification , removal from office, or otherwise, the directors then in office, although less than a quorum. 1SA00027S 'V *' by a majority vote, may choose a successor or successors, who shall hold office for the unexpired term in respeot of which such vacancy ooourreA. See* 11* In case of the absence of any officer of the corporation, or for any other reason that the board may deem sufficient, the board may delegate the powers or duties of such officer to any other officer, or to any director, for the time being, provided a aijtr^ ity of the entire board conour therein* ABTICLB 71. STOCK CERTIflCATM JLSB TRUSTEES Of STOCK* Seo* 1. The certificatee of stook of the cor poration shall be numbered and shall be entered in the boohs of the oorporatioa as they are issued. They shall exhibit the holAer*s name and the number of shares and shall be signed by the president and oountersigned by id shall bear the corporate seal. i. Transfers of stook shall be made on oorporatlon only by the person named in the certificate, or by attorney, lawfully constituted in writing, and upon surrender of suoh eertifioate. ISR000276 iw 2* The board of directors may dose the transfer books In their discretion for a period not exceeding thirty days preceding any meeting, or speoial, of the stockholders, or the day appointed for the payment of a dividend. Sec. A, iny person claiming a oertifioate of stock to be lost or destroyed shall make an affidavit ox affirmation of that fast and advertise the same in such manner as the hoard of directors may require, an4 shall give the corporation a bond of indemnity, in foa and with one or more sureties satisfactory to the bosHf/ in at least double the par value of the stook represented by said oertifioate, whereupon a new oertifioate may be issued of the sans tenor and for the same number of shares as the one alleged to be loot or destroyed, but always subject to the approval of the beard of directors. dBfIOU Til. lOflOM Whenever, under the provisions of these by-laws, notloo is required to be given to any direotor, officer or stockholder, it shall not be oonstafued to mean ISR0002TT personal notioe, but such notlos may be given in writ ing, by depositing the same in a post-offioe or letter box, in a postpaid sealed envelope, addressed to suoh stockholder, officer or director, at suoh address as appears on the books of the corporation, or, in default of other address to suoh director, officer or stock holder at the General Post Offioe in the City of Wil mington, Delaware; and suoh notlee shall be deemed ts be given at the time when the same shall be thus maila4. . See* Z, iny stockholder, director, or officer may waive any notice required to be given under these by-laws iRflQll Till. These by-laws may be altered or amended the stockholders or of the directors. ISRQ00278 ---aoOoo--- anaconda lead product s company ---oaOoo--- ---00O00--CORPORATE RECORDS ---00O00--- ---aaOoo- -- REGISTERED TOB RATIOS fMST COMPANY OF AMERICA "ICTifGToS, SMfARff---------------- ooOoo N 3875.02 ISR000279 ANACONDA L2AD PRODUCTS COMPANY MINUTDS 0? 135TING 07 INCORPORATORS July 1st, 1919. A meeting of the Incorporators and Subscribers to the stock of AITACON DA USAS PRODUCTS COMPANY; was held on July 1st, 1919, at IP. M. , at No. 7 West Tenth Street, Wilmington, Delaware, pursuant to a written waiver of notice. PRBSSNT: Messrs. Telesphore L. Croteau P. B. Dxew H. 3. Knox being all the Incorporators. T. L. Croteau was chosen Chairman of the Meeting and thereupon took the chair. P. B. Drew was appointed Secretary of the Meeting. as follows: ecretary presented the waiver of notice of by all the Incorporators. Such waiver is ISR000280 ANACONDA IAD PRODUCTS COMPANY waivsr op nogicd o? icrztino c? incorporators V3, T'rLS UNDSRSIGNjcSP, being all the Incorporators and .Subscribers named in the certificate of incorporation of ANACONDA L-hAD PRODUCTS COMPANY, do hereby waive notice of the time, place and purposes of holding the first meeting of said Corporation, and we hereby consent that the same be held at No, 7 West Tenth Street, Wilmington, Delaware, on July 1st, 1919, at 1 o'clock, P. M, Telesphore L. Croteoif' P:: B. Drew H. 3. Knox Wilmington, Del,, July 1st, 1919. * V .' ` ISR000281 The chairman reported that the certificate of incorporation of this corporation was filed and recorded in the office of the Secretary of State of Delaware, or. '.he let day of Duly, 1519, and that a certified copy thereof was recorded on the 1st day of July, 1919, in the office of the Recorder of Deeds of h'ew Castle County, Delaware; and the secretary was instructed to cause a copy of such certificate of incorporation to be inserted in the minute book. The secretary presented a form of by-laws far.. . the regulation of the affairs of the corporation, whiefe ,. -- were read, section by section. Upon motion, duly seconded, it was unanimously R3SS0LVSD, that the by-laws sub mitted at and read to this meeting be, and the same he is by are, adopted as and for the by-laws of this corporation, t the secretary be, and he here, instructed to cause the same to serted in the minute book immedi ately following copy of tha certificate of incorporation. ISR000262 The chairman stated that the next 'custneas be fore the meeting was the election of a board of directors. S. 2. Dill and A. 1. 5owe were appointed in spectors of election and were duly sworn to the faith ful performance of their duties. Messrs. C. F. Kelley, Zlmer A. Sperry, 3dward Z. Sperry, 3. E. Thayer and William Wraith, were then nominated for directors of the corporation, to hold office until their respective successors are elected and qualified. Ko other no- minatione having beer, mads, the polls were duly opened* and all the stockholders having voted by ballot, th.<~* j, * f' chairman declared the polls closed. Thereupon the l4* epee tors canvassed the vote cast and made and presented their certificate, showing that the gentlemen named had been unanimously elected directors of the corporation. The chairman thereupon declared Messrs. C. F. Kelley, Elmer A. Sperry, Edward G. Sperry, B. B. Thayer and William Wraith, duly elected directors of the cor- rre until their respective successors qualified. The oath and certificate rs of election were ordered filed with this meeting. ISR000263 ANACONDA D2A0 PRODUCTS COMPANY ---ooOoo--insp sctors oat:-; -----00O00--- STAT3 of delawahb, } ) COUNTY OF NSW CASTUi. ) ss. S. 3. Dill and A. M. Bowe being sworn upon their respective oaths do severally promise and swear that they will faithfully, honestly and impartially perform the duties of inspectors of election, at the election of directors of ANACONDA LZAD PRODUCTS COMPANY, to be held this day, and will to the best of their skill and ability conduct said election, and a true report make of the same. S. 3. Dill A. 11. Bowe Notarial Seal. N 3875.03 1SRO00264 ANACONDA LEAD PRODUCTS COMPAIT ----- ooOoo----- -ooOoo pointed to act at the meeting of the in corpora tore and subscribers to the stock of ANACONDA LEAD PRODUCTS COM PANY, held this 1st day of July, 1919, do report that* having taken an oath impartially to conduct the elec* tion for directors, we did receive the votes of the incorporators and subscribers by ballot. We report that 10 votes were cast for the eiea-*-* tion of directors and that the following persons received the number of votes set opposite their respective names, to wit: FOR DIRECTORS C. P. Kelley Elmer A. Sperry Edward 0. Sperry 3. 3. Thayer NUMBER CP VOTES 10 10 10 10 10 Respectfully submitted, S. E. Dill A. li. 3owe Inspectors N 3875.04 ISR000265 Upon notion, inly eecon'.ci, it ..as un_rir.ouely aZSJLV-S tL:.t tie boar! of .ir;c- tors be tni they hereby are .tuthori se i, in their discretion, to issue the cap ital stock of this corporation to the full amount or number of shares author ise! by the certificate of incorporation, in such amounts and for such consi lerat-ions as from time to time shall be determined by the board and as may be p-omitted by Upon motion, duly seconded, the meeting there upon adjourned. P. B. Drew, Secretary of the oaeeting. ISR000286 ----- ooOoo----- .*.1 A ---ooOee--- <_0_ 3^ dduiSLangS Unc.t 1,1 e d-s spho r e L. Croteau, i.: consideration. of one dollar, lawful money of the United Statue, and other goo i and valuable con sideration, to me paid before the ensealing and delivery of these presents, the receipt whereof is hereby ac'mowl- edgea, have sold, assigned, transferred and 3et over, - < and by th.se presents do sell, assign, transfer and set over unto Anaconda Copper dlining,Company, six shares of th^ capital stoch of AUACJUUA Iddip S1CDUCTS C3U2AUY, a corporation organized tinier the laws -oT"tEe" state o f t) el a.Tar e, sub scribed for by ne a3 an incorporator of said corporation, and I do hereby request and direct the said corporation to issue the certificate for said six shares to and in name or to such other person as nay name. Ii; .7I1U1SS VTZZlbSQT. I have hereunto set my hand uni seal tais" 1st (lay1 of 'July, 1919. Sealed and delivered in the presence of: Telesphore L. Croteau {SEAL) >5 3875.05 ISR0002S7 --ooOoo--zjcsi'zZ o? subscript :o:;. ----oo Ooo -- njQV/ ALL 133 l TELSE zLZSL^TS. That I, P. 3. Drew, in con_iierstion ox one dollar, lawful money of the "noted S.ates, and other 5004 and valuable con sideration, to xe paid before the ensealing and delivery of those presents, the receipt whereof is hereby acknowl edged, have sold, assigned, transferred and set over,'. ~- :.ni by those presents do sell, assign, transfer and wet T. over unto Anaconda Copper .dining Company two shares th| capital stock of AIIAC01TDA LEAD PRODUCTS CQiJPA3Y. a corporation organized under the laws of tKe st-te of Delaware, src&- ** scribed for by me as an incorporator of said corporation, ani I do hereby request and direct the said corporation to issue the certificate for said two snares to and in name or to such other person as may name. Ill .VIT.InSS fHhhSOF, I have hereunto set my hand and seal this 1st day of July, 1919. Sealed and delivered in the presence of: P. B. Brew (SEAL) ISR00O2S8 ANAC 3. --.* aj--aO 3 3.3 ---- 00C00----iSAi'ii-'Z.-i or cbischiPTij:; --00O00--- SL'M ALL LZ2 32 13:1352 PiiZSILIS. -Lai * * 2nox, in c on.rl deration of one dollar, lawful rso/aer o: the b'nitci States, ;ni other good and valuable con sideration, bo -;.c gaii before the ensealing ani delivery of those presents, the rooeipt '..hereof is hereby acknowl edged, have sold, -seized, transferred ani set over, . -ud by these presents in sell, -ssign, tr asafer ani sett ! over unto Anaconla Conner Lining Consauy, tno shares (St tb* cap -.til stock of a:;aco::da lead jsoxcfs c 0LxAirf, a carpoe^t-ion organised under the laws of the state of Dels.,-are, sub- _ ^ scribed for by r.e as an incorporator of s ail corporation, an i I do hereby request and direct the 3uhi corporation to issue the certificate for said tvre sheres to ani in nane or to such other person as nay na.se. II 3IZ:;ZSS .7222202. I have he eunto set an d s eal "Snis 1st day of July, 1912. Sealed ani delivered in the presence of: nox (SEAL) ISR0002*9 ANACCN DA L2AD PRODUCTS COMPLY minutes of the fi..st meeting of the 2o*rr OF DIRECTORS The first meeting of the Board of Directors of the Anaconda Lead Products Company was held, pursuant to waiver, at Ho. 42 Broadway, Borough of Manhattan, City,- County and State of Hew York , on the 3rd day of July, 1919, at 10:30 o'clock, A. M. PRESENT : - Im Messrs. Elmer A. Sperry; Edward G. Sperry; B. B. Thayer; William Wraith, ' being a majority of the Directors, Mr. Wraith was chosen temporary Chairman, ana -r. Hennessy was chosen temporary Secretary of the meeting. The Secretary presented the following waiver of notice of meeting, signed by all the Directors: ANACONDA LEAD PRODUCTS COMPANY **** -i/v . ** * .".V. wa .fv T. Waiver of Notice First Meeting of Board of Directors. IS, the undersigned, being all the Directors of ANACONDA LEAD PRODUCTS COMPANY, do hereby waive notice of the time, place and purposes of the First Meeting of the Eoard cf Directors of the Corporation, and consent that the said meeting be held on July 3, 1919, at 10:30 o'clock, A.M. , at No. 42 Broadway, Borough of Manhattan, N 3875.06 1SR000290 2 City, County and State of -e York. Sew Yorie, July 3, 1915. C. F. Kelley 3. 3. Thayer Wm. Wraith Elmer A. Sperry Edward G. Sperry." The minutes of the first meeting of the C o rpo radi zr., held on July 1, 1519, were then read. On motion, it was unanimously RESOLVED, that the By-Laws which were adopted at the first meeting of the Corporation he in all respsa^ir > ratified, approved and adopted. On motion, Mr. William Wraith was unanimously elected President of the Corpoiation; and he thereupon took the Chair. On motion, Mr. Elmer A. Sperry was unanimously elected Vice-President of the Corporation. On motion, Mr. D. B. Hennessy ms unanimously elected Secretary of the Corporation; and he thereupon Lng oath of office and entered upon the disities: ISRO00291 Notar- ial seal. ANACONDA L3AD PRC DUCT a COMPANY SLCRhCARY'S OATH State of New York, County of ->ew York. I, David 3. Hennessy, do solemnly swear that I will faithfully perform the duties of Secretary of the Anaconda Lead Products Company, a corporation of the State of Delaware, according to the test of my ability. Sworn to before me this 3rd day of July, 1919. Darid E. Hennessy" 1. 3. Eryans Notary Public (No. 277) in and for the County of Lew York. My Cosmission expires March 30, 1921. On motion, Mr. D. 3. Hennessy was unanimously elected Treasurer of the Corporation. On mot ion, it was RESOLVED, that the Treasurer of the Corporation be bonded for the faithful performance of his duties in the sum of Five thousand dollars ($5 ,000) in the American Surety Company. A proposed seal of the Corporation was then pre- - seated motion, it was unanimously that the seal now presented be and it here- njjjrfwnaftA^fitf'as the seal of this Corporation, and that ar. impression thereof be made on the minutes upon or opposite this ^solution. 1SRO00292 if 4 The following proposed or in of stock certificate was then presented: 1SR0 00293 On notion, it was unanimously RESOLVED, that the form of stock certificate r.o-* presented be approved and adopted. On motion, it was unanimously RESOLVED, that Mechanics it Metals **ational 3ank, New York, be designated as the depositary of the funds of the Corporation, and that the Treasurer be authorized to open an account with the said Bank, and that the Treasurer of the Corporation be authorized to sign any and all checks against any funds at any time standing to the credit C0T the Corporation with the said Bank, and that the said Bank ba -- w authorized to honor any and all checks signed by the. Treasurer of this Corporation. The following letter from tha Anaconda Copper lining Company was then read; "Anaconda Copper Mining Company 42 Broadway, New York, July 3rd, 1919 To the Board of Directors of the Anaconda Lead Products Company: Ibis Company on June 18, 1919, entered into with Elmer A. Sperry, of Brooklyn, N.Y., sit ion of patent rights in certain inven tions for which patents had been filed in tes Patent Office, as follows: 1. "Method of Producing Lead Salts", Ralph M. Harrington, Inventor, Serial No. 193,415, filed in the United States Patent Office, Washington, D. C. September 27, 1917, and assigned to 1SR00029* 6 Elmer A. Sperry by assignment on record in said Patent Office. 2. "Osmotic Diaphragms", Slmer A. Sperry, inventor, Serial No. 268,319, filed in the United States Patent Office, Washington, D. C., December 26, 1918. 3. "Method and Apparatus for Separating Foreign sub stances from j-ead Masses", Elmer A. Sperry inventor, Serial No. 275,634, filed in the United States Patent Office, Washington, D. C., February 7, 1919. A copy of the Agreement is submitted to you herewith. Your Company was formed as the Operating Company mentioned in that Agreement; and, in accordance with its-terms, we hereby offer to cause to be assigned and transferred to you the full and exclusive right to the said inventions and patent rights, as fully set forth and described in the above identified applications for Letters Patent, subject' to the reservations and conditions expressed in the amid Agreement, in consideration of your issuing to this $100,000., par value, of the full paid up capital stseli sfjL your Company, and of your agreeing to pay to this Coapmay the sum of $50,000., with interest at 6* per annum from this date, payable in the instalments and upon the terms specified in Article III, Section 3, of the said Agreement, and to comply with all the other terms and conditions to be performed by the Operating Company under the said Agree ment. If you will accept this offer, this Company will also subscribe and pay for in cash, at par, when and as requested by you, $500,000., par value of the stock of your Company, and will agree with you tocemply with all the tense and conditions hereafter to be performed by this Company under the said Agreement. ANACONDA COFFtR MINING COMPANY By A. H. MELIN, Its Secretary and Treasurer." ISA000295 After full discussion, it was unanimously RESOLVED: I. That the offer contained in the foregoing letter be in all respects approved and accepted. II. That in the opinion of this Board, the inventions an i patent rights described in the said letter are reascnaV.lv worth the sum of One hundred fifty thousand dollars (*150,000; and are necessary for the business of this Corporation. III. That, upon the transfer and assignment to this Corporation of the said inventions and patent rights*, the proper officers of this Corporation be authorized to issoitto the Anaconda Copper Mining Company One hundred thousand Collars ($100,000). par value, of the full paid capital stock of this Corporation and to agree in writing to pay the sum of Fifty thousand Dollars ($50,000) in the instalments and on the terms provided in the Agreement referred to in the said letter and to comply with all the other terms thereof. The Secretary presented assignments from Messrs. B. Drew and H. jfl. Knox of their respective su shares of stock of this Corporation, des/^^ks^^^B^ertificate of Incorporation, to the Anaconda Copper Mining Company; and, upon motion, it was unanimously RESOLVED, that the assignments and transfers of the subscriptions of Messrs. T. L. Croteau, P. B. Drew and ISR000296 H. E. Knox to the Anaconda Copper Mining Company be accented and that ton (10) shares of the one thousand shares to be issued to the Anaconda Copper Mining Company for the patent rirhts described in the preceding resolution be issued in full satisfaction of the said subscriptions and the transfer of the said rights be accepted in full payment thereof. On motion, it was unanimously RESOLVED, that the proper officers of this Cor poration be authorised to issue, from time to time, the whole or any part of Five hundred thousand dollars (.9600,000), aggrecite par value, of the remaining capital stock . ' m. this Corporation, for cash, at par, to ths Anaconda Copper Mining Company, at such times and in such amounts as the President of this Corporation, in his discretion, may deem advisable. On motion, it was unanimously RESOLVED, that the principal office of this Corporation in the State of Delaware ehall be located at No. 7 West 10th Street, in the City of Wilmington, County of New Castle, and that the Corporation Trust Company of inted its resident agent in charge thereof, tion, it was unanimously VED that this Corporation establish an office at No. 42 Broadway, in the Borough of Manhattan, City, County and State of -*ew York, and that the President of this Corporation be authorized to make such arrangements ISR00029 7 9 and enter into such leases and agreements as he may see fi'. for establishing such, an office. On notion, it was unanimously RSSCLViil), that the proper officers of this Corporation be authorized and directed, on behalf :f the Corporation and under its corporate seal, or otherwise, to make and file any and all certificates, statements or desig* nations required by law to be filed in any State or country in which the officers of the Corporation shall deem necessary or expedient to file the same, in order to _ authorize the Corporation to transact business in suqi State or country. On motion, it was unanimously E2S0LV3D, that the President be authorized to expend an amount not exceeding Two hundred thousand dollars ($200,000), in constructing and equipping a plant and facilities for commencing the manufacture of white lead by this Corporation at Bast Chicago, Indiana. rtion, the meeting adjourned. Secretary ISRO00298