Document x3RLjyQkgK6ZOZDra8JoMVjm

MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF INDRAMACH CORPORATION i.iThe Directors named in the Articles of Incorporation of .INDRAMACH CORPORATION, held their first meeting at 615 South ^.-Fl.ower Street,sSuite 1612, Los 4nSeles 17, California, at - 2:30 P.M. on tthe 24th day of October, 1963. - Directors E. Leroy Tolies, Richard D .Esbenshade, Frederick B. Warder, Jr., DonetteS. Gray and Edna A. Smith were prsent. E. Leroy Tolies was elected Chairman of the meeting. Richard D. Esbenshade was elected Secretary of the meeting and recorded the minutes of the meeting. , The meeting discussed the establishment of a principal place of business. Upon motion duly made, seconded and unanimously carried, the following resolution was adopted: . RESOLVED, that the principal place of business of this corporation shall be located at 1608 Huntington Drive, South Pasadena, California. .. The Chairman reported that the Articles of Incorporation of the corporation were filed in the office of the Secretary of State, State of California, on October 24, 1963, and that a copy thereof, certified by the Secretary of State, was being filed in the office of the County Clerk of Los Angeles County. PLAINTIFF'S EXHIBIT CAM-219 CAMC-Logiudice-001089 .J A form of By-Laws for the regulation the of the affairs of corporation was then presented to the meeting. The By-Laws were duly considered and on motion made and carried by unanimous seconded adopted: vote, the following resolution was I. T t 4 f K they hehreebTaLr T ar ? er d O f this corporation, S d t h S th as the corporation be and he is h e r h ^ f ? acretary of the . a certificate of the *eby instructed to execute insert said B y l a w s " s o ^ t i f i e V * ^ Z'1* TM a^ " of the corporation, ied, in the mmiinnuuttoe book The and the f ,l Ole. - * f o U o w x n g named persons were du!y elected, effective immediately, to the offices set opposite thei -- -, as follows: " r" l" CtlTM Wilbur S. Johnson President Henry T. Mulryan Vice President Henry Mulryan Vice President and Treasurer Colin K. Squires Secretary to hold office until their respective successors are duly elected and qualify. The form of the seal n-F tho . f the corPvation and the form of d. " P 1 St0Ck of the corporation ware then coaarrrrieide,Tdt;hheanf;ollow"i0ntg:Orneq^nii.H" ** ~ - n i m o u s l y * x u w m g resolutions were adopted: CAMC-Logiudice-001090 RESOLVED, that the seal of the corporation shall be circular in form and shall have inscribed thereon the name of the corporation, the word ''California" and the words and figures "incorporated October 24, 1963"; and RESOLVED, that the form of stock certificate for the capital stock of this corporation, a copy of which is attached.to these minutes, be and the same is hereby adopted as the official form of stock certificate for -the capital stock of this corporation. - The resignations of Richard D. Esbenshade, Frederick B. Warder, Jr., Donette S. Gray and Edna A. Smith were next presented -to the meeting effective at the adjournment thereof. By the unanimous vote of the Directors present, Paul W. Wood, Henry Mulryan, Henry T. Mulryan 'and Wilbur S. Johnson were then elected Directors of the corporation, effective at the adjourn ment of the meeting,- to fill the vacancies created by the aforesaid resignations. . . Discussion ensued as-to the issuance by this corporation of shares of its capitai stock, and it was determined that capital stock in an amount aggregating not more than $50,000 should be issued for cash, as soon as the necessary permit of the Commissioner of Corporations of the State of California is obtained. Thereupon, on motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that any officer of this corporation be, and hereby is, authorized and directed to prepare or . cause to be prepared,- verified and filed on behalf of . this corporation, an application (including amended . and: supplemental applications) to the Commissioner of Corporations of the State .of California for a permit CAMC-Logiudice-001091 or permits (including amendments and supplements . thereto) authorizing this corporation to sell and. issue not to exceed 100 shares of its-stock, at the price of $500 per share, for cash, to Sierra Talc Company; and RESOLVED FURTHER} that upon the issuance of a permit by the Commissioner of Corporations of the State of California pursuant to-any such application, the President and the Secretary be, and they hereby are, authorized and directed to sell and issue shares of stock of this corporation to said corporation in the amount stated in, and in compliance with all of . the terms and conditionsof, such permit and these resolutions; and . RESOLVED FURTHER, that of the consideration to . . be received by this corporation for said 100 shares, or any part thereof, of its capital stock, $100 per share so issued shall be credited to Stated Capital and the remainder of the consideration for each share to Paid-in Surplus; and RESOLVED FURTHER, that theofficers of this - corporation, or any or them, be, and they hereby are, authorized and directed to execute all documents and to take all actions they may deem necessary or advis able in order to carry out and perform the purposes .of these resolutions. . It was suggested that the corporation change its name to Paul W. Wood Company if and when a satisfactory arrange ment to acquire the business of the existing Paul W. Wood Company, a Nevada corporation qualified to do business in California, 'can be completed. . Accordingly, on motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that Article FIRST of the Articles of Incorporation of the corporation be amended to read as follows: . FIRST: The name of this corporation is - PAUL W. WOOD COMPANY.; CAMC-Logiudice-001092 RESOLVED FURTHER, that said amendment is hereby adopted and approved. There being no farther business, the meeting was ad journed. ' "_U-xrr.i . ir " Secretary ' ~ * " C. '~ ****1 = creoLt:. - .._ ns^. CAMC-Logiudice-001093 r~^n '4 -.___ J------ 1 1 6 2 t> e i M O N . d e o , i . . CAMC-Logiudice-001094 RESIGNATION The undersigned hereby resign as directors of INDRAMACH CORPORATION, effective at the adjournment of the .first meet ing of its board of directors on October 24, 1963. Richard D. Esbenshade Frederick B. Warder. Jr Edna A. Smith CAMC-Logiudice-001095