Document v6aD9n63NrmGMzJpEb6w71218

I IP ' WAIVER OF NOTICE OF . ' --~ A SPECIAL MEETING OF TH2 .BOARD OF DIRECTORS OF . SMITH 5 KAN2LER COMPAQ .. The undersigned,, being all of the Directors of SMITH & " ! ' XANZIER COMPANY, a New Jersey corporation/hereby walvo all notice, whether provided by statute or otherwise', and consent to the holding of . . .. .' a special meeting of the Board of Directors of said corporation on'the 21st' ... . '- . _day of December, A,D. 1968/ at 2:4S p.m., or any adjournihent or adjourn- V V, * ments thereof, at the office of the corporation, 5750 Vr'est .Roosevelt Road,' ., ; Chicago; Illinois,'for the purposes'of considering:' ;Sr. .y" . (a) ' The resignation of O. W. Clifton-as Director and \ ;; President, effective 12/31/68;: ' . . .- . ; ; ' ; ; ' .(b)" To elect a Director*' pursuant to Article nr. Section 3 . '' . * of the Bylaws; ' .. . ' ' *' ` ' ... .. r ' (c) The resignation of F. B. Tuttle as Secretary, effect-;. . : ive 12/30/66; .. .. .; . (d) The resignation of W. D. Neathery as Treasurer, .. . effective 12/31/66; . . . .; (e) The resignation of R. 'M. Bums as Executive Vice . .. . . . President,-effective i2/31/66; .` -. ;. . (f) To elect officers to fill vacant bffic.es; ; : , " . .. " - ' . (g) ` A proposal to eliminate the office of Executive Vice President; v./:/?.; ' '. . ' ' (h) . Proposed changes in authorizations on filewith ' ' various banks; . . y, ' .- ' " \\ : (i) A proposal to eliminate. existing incentive bonus plan; ., . . . and . . -- . " . . ` - ' . ; 6) Such other matters as may properly come before the. y. - ; . . ' ' meeting. V/y ...*/.-t DATED: Dacamber21, 1965 1 MINUTES Oft A special moating of tbo Board of Directors of SMITH & KANZLER COMPANY, a Now Jersey corporation, bald at tha office of said Company, 5750 Wo at Roosevelt Road, in the City of Chicago, in tha County of Cook and State i <rf Illinois, on the 21*t day of December,. A.D* 1966, at 2:45 p.ts.; pursuant , ?' to waiver of notice by all the Directors of tha Company.1 :. . r- Thai following Directors, cbnstitutihg ell of the Board of D^eictors, were present la person at the meeting* . ';. . . .. . ' George E. Victor OcrinW. Clifton x '"i x Wayne D,, Neathary . ' x v. ;, ; V .;: . The meeting was called to order by Mr. George E. Victor, who; , : xr acted as Chairman of the meeting. Mr, Wayne D. NdatheryAssistant Secretary . : . of the corporation, acted as Secretary of the meeting and recorded the proceedings. . . The Secretary reported that all Of the Directors were present in person at the meeting; and, therefore, the meeting was legally constituted for the transaction of business. '' '' *. \ The Chairman presented to the meeting a letter from Mr. O. W. Clifton, addressed to the. Board of Directors, in which Mr. Clifton tendered his resignation as Director and President of the corporation, effective December 31, 1966. '. / : .. .. . .. Upon motion duly made, seconded, and unanimously 1: approved,-it was ... - . . . '- RESOLVED that the resignation of Mr. O. Wt Clifton : as Director and President be, and lt hereby is, , : aocepted. ; X-'. x' . :: x; FURTHER RESOLVED that the letter of raaignatlonfrom x . j.1' ;v ~V:/- . Mr, Cllitoa be mada a pert of the minutes of this '. . '. . meeting, ` ;. ' r/.j, : The Chairman stated that the next order of business was to elect a Director pursuant to Article m. Section 3 of the Bylaws. Thereupon Mr. Robert M. Burns was nominated to serve as Director the next annual meeting of she reholders or until a respective Successor is elected and shall haVe qualified 'x" - "v- No further nominations having been made, the nominations were closed and tha vote taken. The vote having been taken and counted, the Chairmen announced that Mr. Robert M. Burns had been duly elected a Director of the * Corporation pursuant to Article III, Section 3 of the Bylaws, by unanimous vote. . The Chairman presented to the meeting a letter from Mr. F. B. . . Tuttle, addressed to the Board of Directors, In whioh Mr. Tuttle tendered his viy if u . resignation as Secretary, effective December 30, 1866. .; v. < . Upon motion duly made ^seconded, and unanimously . approvedt itwas . .. ., ' . ^ \,,V , RSSOLVED that tha raslghatioa oi Mr. F. B. Tuttla , as Secretary be, and it hereby is, accepted. . \ . .. . . FURTHER RESOLVED that .th letter of resignation . from Mr. Tuttle be.made a part of tha minutes of. this meeting* ' ' .. ' . ' ;. . ' . . ' " ;i .. V The Chairman presented to tha meeting a latter: from Mr. W, D, . V N'oathary. addressed to theBoerd of Directors, in which Mr, Neathery tendered .. . his resignation as Treasurer* effective December 31,. 1966. ;.v . r" . ; Upon motion duly made, seconded, and unanimously . '""approved, it Wes :,-7,3 .. . '. . . RESOLVED that theresignation of Mr,. W. D. . Heathery . . , as Treasurer be, and it hereby is, accepted. - , ' - FURTHER RE8QLVED that the letter of resignation from Mr. Neathery be made a part of the minutes . of this meeting. . ' ' -' . .' ... : Tha Chairman presented to the meeting a letter from Mr. R. M.* Bums , addressed to tha Board of Directors,, in which Mr. Bums tendered . his resignation as Executive Vice President, effective December 31, 1965. - . Upon motion duly made, seconded, and unanimously _ ' . approved, it was . ' ' ' .. - ;, . ; ' ' RESOLVED that the resignation of Mr. R. M. Bums as Executive Vice President.be, audit hereby'i*'/.';^'-;,;;^.... accepted. . " ' '/ ' -y-.\ ;` .[ . FURTHER RESOLVED that tha letter of resignation . from Mr. Bums be made a pact of tha minutes of. > , . . ` "this meeting. . . ' . ' --!. . . / . . The Chairman announced that the next order of bdsiitdss^was: : tha election of officers to fill offices vacated by resignation. Thereupon the following persons were nominated for the offices of the company set opposite ' . . their names: . ." -V-,r . Robert M. Bums - President Stanley W. Gustafson-Secretary StanleyW. Gustafson- Treasurer . No further nomination* having been made, the nominations were alosad and the Directors proceeded to vote on the nominees.; All of the Directors present at the mooting having, voted and Uva votes having been counted, the . Chairman announced that the aforesaid nominees had been duly elected to the .. office* set opposite their respective names by ti>> affirmative vote of all of the Directors, to serve for the term provided In the Bylaws; . ; \ Y':.f'TheChainnan presented* proposal to eliminate the office of Executive Vica President,.. / .... ' . ' V/ 'r : . After discussion, upon motion duly made, seconded, and unanimously approved. It was .- . RESOLVED that thir office of Executive Vloe President be, end hereby la,.abolished. V . . .. ' , , . ; V; .'"The Chairman stated that changes in cffloers during the past' . several months made It advisable to Consider changes in authorised signatures on file with various banks for the following aoaounts I . .' . . , Fidelity Union Trust Company. . ... "Regular Account* - Manual signature . "Authority to sign notes* - Manual signature. ,. . The Chairman then presented a list of recommended changes. it was Upon motion duly made, seconded, and unanimously approved RESOLVED, that the list of reaommended changes in authorized signatures presented to this meeting for . the following accountst ; ; ' Pidellty Union Trust Company . ' "Regular Account" ' - Manuel signature .v,` /. "Authority to slgn notas" - Manual signature . be, and It hereby is, approved. . ... . "- V FURTHER RESOLVED that the printed resolutions of . ./the bankslnvolvedln the form ettaohedhereto end. - made a part hereof beVand they hereby ere, adopted as resolutions of this Board . .. . . . . The Chairman presantad a proposal to eliminate the existing Incentive Bonus Plan which has been ineffective since its adoption. After discussion, upon motion duly made, seconded, arv* unanimously approved, it was . .. ^ If u . adjourned* RESOLVED that the existing Incentive . . be, sod hereby 1*, ebolished. . Tlmn ; There being nc further business, the meeting therevpoa- ; """' ''' v. APPROVED! . -.Ssoretary DIRECTORS 4 Decembor 8, 1966 ' : Board of Directors Smith Kanzler Company -5750 West Roosevelt Road ; -Chicago,:Illinois. 60650 , .. . ' . .. ' Gentlemen:' ' . .. 'J . ' I herebyresign as President and Director of Smith & Kanzler ;/ \ Company effective December 31, 1966. . ` . . Very truly yours, ; OWCAhg November 16,".1966 Board of Director!..- v-: -V .'Smith & Kanzler Cv^ny ' " / ' V: - . ;:V r 5750 West Ropsey^t Road - ; ' ; ' Chicago, Illinois >0550 ` -\ . .. Gentlemen:; - ... . ; \ '' I hereby resign at V.cretary .of .Smith & Xanzier Company. 7. effective December 20, 1966. Very truly yours, . I FBT-ls December 21, 1966 Board of Directors /, ` /-Smith &' Kanzler Company S : : 5750 West Roosevelt Road ^Chicago, .Illinois 60650 ; = / -'' ' ,: / -'/. f */ / ' ;\ \ v.-, ; /;/' . .>/ '.v: '/ / Gentlemen: . . ' . ... . I hereby resign as Treasurer of Smith & Kanzler r . Company effective December- 31, 19.66* ' ' /'' V ` . ' Very truly yours, " WDN:LMW . December 21, 1966 ; Board' of Directors ,,'f.:,, -Smith & Kanzler. Company .}, v - : 5750 West Roosevelt Road" ` 'V "'"'i-."-' ; . Chicago, Illinois 60650. : V Gentlemen: . I hereby resign as Executive Vice President of Smith s Kanzler Company effective December 31, 1966. .. ... Very thily yours, . RMBiLMW; SMITH & KANZtER COMPANY li-'' Elect Director to replace-Mr. CUIWo:7; = .:.?. :. > Issue qualifying share tonewBirectorand notify The Corpora tlbn Trust Company. .. ..s\/ . 3. Elect new President and Secretary. . (and treasurer?) A . Amend bylaws to change fiscal year - next annual meeting. 5. Amend Incentive Bonus.Plan. .' 6. Review bank authorizations. WDNiLMW 12/15/66