Document xnvjqVV55pmQ4Y72Q83Q9eYQ

MJSWE23 0? THE AS2TUAL HEETI2J-3 07 THE BOARD 07 DIRECTORS . OF THE CLIDDEH CCMPAK* :S r,XSJ li'.v ' | '`-`Tl:, rIJ<rV'S*,./ > ' hp:-v-. v*$v' V vw. SV**: Vf; - 4v"Y- Hinutes of the Annual Meeting of the Board of Directors of The Qli&deo Company, held at the office of the Company, 1396 IJaicn Ccscaarce Building/ Cleveland, Chlo, on Thursday/ February 10, 1955 at 10:30 A.M. isae- dlotely following the Annual Meeting of the Ccsascn Stockholders. The following Directors were present: Dwight P. Joyce Paul E. Sprague John P. Ruth Alexander D. Duncan B. V. Kaxay John H. eeka Robert D. Homer William 0. Phillips Willard C, Lighter Harvey L.'Slaughter Mr. Dwight P. Joyce, President,' presided and Mr. Robert D. Horner, Secretary, recorded the air.utes. Copies of minutes of the January meeting of the Board of Directors having been nailed to each Director, the Directors present, upon motion duly nade and seconded, unanimously agreed to dispense vith the reading of the nlnutes and approved then as they appeared in the copies received by them. The President announced that the neetlng could proceed vith the elec tion of offleers for the ensuing year and that nomination* would be received, _ whereupon the following nominations for officers of the Company vere made by.-1'--:;; Mr. John H. Weeks: Dwight P. Joyce, Chairman of the Board of Directors and President; Paul S. Sprague, Yice President John P. Ruth, Vice President1 . -- 1 B. tf Maxey,; Vice President Willard C< Lighter, Vioe President V- Alexander D.. Duncan,, Vice President Harvey I*.. Slaughter, Vice President Sewell Beatty/ Vice'President^v Robert D. Earner, Secretary,;"'; William Q. Phillips, Treasurer: y . George 8 Varner, (Stroller.' *7,:^ ; ' Willard ?, 8tetaelhergsr, Assistant Secretary l *''*< - ' Upon not1 cn duly node, seconded end unanimously carried, Defalca tions were closed and the Secretary vaa instructed to cast the unanimous ballot of all Directors present for the election of the officers above ncainated. The following Directors were ncainated by Hr. Harvey L. Slaughter to serve s b regular nambere cf the Executive Ccmlttee: Dwight P. Joyce, Chairman , Paul E. Sprague John P. Ruth B. W. Kaxey Alexander D. Duncan Mr. Robert D. Horner was also ncainated by Mr. Slaughter to 6erve os an alternate member of the Executive Ccanlttee in the absence of one or more cf the regular members of the Cccmittee frea any meeting. Upon motion duly made, seconded and unanimously carried, the Secre tary was instructed to cast the unanimous ballet of all Directors present for those Directors ncainated as regular end alternate members of the Executive Com mittee. ' Upon motion duly made, seconded end unanimously carried, the following Directors were appointed to serve as mashers cf the Bonus Ccanlttee: Pauls. Sprague, Chairman B. ` W. ISaxey John H. Weeks Harvey X. Slaughter Upon motion duly made, seconded sad unanimously carried, the following Directors vers appointed to serve as member* of the Stock Option Ccsamittee: Paul S. Sprague, Chairman ; -8. V. Nsxay . John S tfseks BarveyL.Slaughter . The President announced tbit be had made the following appointments of certain non-elected officers and Committees of the Company for the ensuing year. These appointment* vere, upon motion duly made sad seconded, unanimously GLD008971 2/10 I approved by the Directors. Officers Levell Y. Pullloa, Vice President Wilbur E. Blndenagel, Vice President RichardO.Weatley, Assistant Secretary -.Robert Schultx, Assistant Secretary . ` Pension Committee B. W. Haxey, Cbalrcen John B. Weeks William 0. Phillips 5 Chester A. Leach Donations Ccamlttee William 0. Phillips, Chairman Clark P. Kaxsco Robert D Bonier Patent Ccamlttee s Paul E. Sprague, Chairman John P. Berth Charles . Carney Y Robert D. Eorner Dr.B. Wilson Allan (rotating member - tern expiring December 31, 1955) Dr. J. Wayne Cole (rotating member - teem expiring December 31, 1955) Dr. Harry J. Kiefer (rotating member - term expiring December 31, 1955) Gerald 0. Christensen, Secretary s- JEmittW; Labeling Otmmlttee Vlllsi* ?. Bte&Mlberger, Chairman ^Theodore M.8tappart . Tolly. I. Turney : DooalA D. Carroll, Secretary GLD008972 Food Labeling Ccazaittce Roger H. Burgess, Chairaan enl Secretary Frank J. Daniels . Robert L. Losoa After carefully considering the current financial position of the Cccpucy, the Directors declared a regular quarterly dividend on the Coarsen Stock cf the Company. Upon notion duly nada, seconded and unanimously car ried, it vac RESOLVED, that a regular quarterly dividend of fifty cents ($.50) per share on the Ccmaco Stock cf this Corporation be and It hereby is declared payable April 1, 1955 to stock holders cf record at the close of business February 23, 1955* FURTHER RESOLVED, that tfce proper officers of this Corpora tion be and they hereby are authorized to do everything neceoeary to carry out tfce terns of this resolution. All PTE's approved by the Bcccutive Ccaaittee and/or tbo President, as veil es those PFB's approved by the Vice Presidents and the Engineering Department as set forth in s report prepared by the Accounting Department dated February 9, 1955 covering the period frea January 15 to February 4, 1955 and totaling $14,763/ vere, upon notion duly cade and seconded, unanimously approved by the Directors. Mr. John P. Ruth submitted PTE Bo. 10-353 la the amount of $115/756 covering the purchase and installation of an Elmoo Drum Filter at the Cfceolcala-Pignents-Motals Division's St. Helena, Baltimore plant* This ex penditure vaa explained by Mr. Ruth in a memorandum dated January 28, 1953 addressed to the Directors. Qpoo moties duly made and seconded, PIZ Bo. X)353 vas unanimously approved. Mr. Alexander 9. Duncan submitted and the Directors, upon motion duly made and seconded, unanimously approved PFB Bo. 1-484 in tfce amount of GLD008973 2/10/55 < $22,2& end Pfg Bo. 1-485 In tba eacunt cf $3,196 covering, respectively, the * pureha68 cf equlpaent useeseery to palletize Merchant Sales trate rials end the relocation of agitator tanks at the Faint Division's Cleveland plant so se to effect rotcriala* tealUng savings. fir. Duncan also subsitted end the Directors, upon notion duly cede and seconded, unaniacnsly approved P?2 So. ^19&, in the aaouat of $13,02, covering purchase and installation of additional thinning teaks end a pebble will, and PFE So. 5-19<J, in the cocunt of $21,500, covering the coot of con structing a second floor sessanlne between two existing buildings et the Faint Division's St. Louis plant. Kr. Duncan explained that the construction cf the nessanlse would, ee authorised by P72 5-195* perait the St. Louis Division to provide rocn for installation of the sddltionel equipment covered by P72 Do. 5-l?S- Kr. V11lard C. Lighter subaitted P7Z Bo. 37-593 In the oacuct of $95,190 covering purchase and Installation cf two Marco centrifuges, la con* section; with the project approved by the Executive Ccsssittee Juno 3, 1951* authorising expansion of the.Chenurgy Division's Chicago industrial protein plant* Be also presented; Pf* 80. 37-59$ in tbs aaouat of $4,856 covering the purchase end installation of a power feede? for these centrifuges, also a part cf the protein plant expansion project. Open notion duly onde and seconded, PTK'e Bos. 37*593 and 37-395 were uaaalaoasly approved by the Beard as pre sented by Mr. Llgh^^ ~ J ' Itr. Robert L* tosen reported ca developments during the preceding nonth relating to the prise and availability of pignente, cbnsleala, vegstahla oile, sad other agrieultdral acsnsditles, Metals, containers end other aatarlala purchased by the Company. The Direetore, pen notion duly ./ ' . t ' ' f ; " 'f seconded, unanimously adopted the follewiag resolution authorising certainbffleer* of the Conpany 2AO/55 * to enter into casnodities futures contracts on behalf of the Ccapony under the Rules end Regulations of the Board of Trade of the City of Chicago. RESOLVED, that the following officers of this Company bo and they are hereby authorized to enter into futurco con tracts as defined by the Rules and Regulations of the Beard of Trade of the City of Chicago for and on behalf of this Company, end that this Ccspany shall assume all liability cn such contracts end shall pay and discharge all obligations arising thereunder: Dwight P. Joyce, President B. V. Maxey, Vice President Willard C. Lighter, Vice President Wilbur S. Bindenagel, Vice President Richard 0. Westley, Assistant Secretary Robert Schultz, Assistant Secretary gHTHV RESOLVED, that ell previous resolutions adopted by this Board of Directors authorizing officers of this Ccspany to enter into futures contracts under the Rules and Regula tions of said Board of Trade be and they hereby are super seded, and FURTHER RESOLVED, that this resolution shall remain In force until notice at its modification or repeal has been given to the Secretary of the Board of Trade of the City of Chicago. Upon notion duly cade and seconded, the following resolution relative to a lost stock certificate was unanimously approved by the Directors: . WHEREAS, the United States fidelity end Guaranty Company baa represented that Certificate So. JEE 172932 for 20 shares of Ccsnoa Capital Stock of The Gliddon Company, registered in the q o m at Edvard V. Dltaars, and Certificate So. HE 17^5 for 15 shares of Cornea Capital Stock of The (Hidden Company, registered la the name of Augustin 8. Bart and Eugene J. Kenny, as executors of the estate of Edvard V. Ditsara, deceased, have been lost, mislaid, stolen or destroyed so that tbs same cannot be found or produced; and that Augustin 8. Bart and Eugene J. Benny, as executors of ths estate of Edvard V. Dltaars, de ceased, have not pledged, hypothecated or otherwise trans ferred any Interest In said certificates; and thfc no one other than John H. Dltasrs, Jr., Administrator CIA of ths estate of Edvard V. Dltaars, deceased, has any right, title or Interest in or to said certificate#, AID WHEREAS, the United States fidelity and Guaranty Ciagmay has made request for the Issuance of nev certificates for said GLD008975 2/10/55 shares and has tendered to this corporation sn indemnity bend executed by the United States Fidelity end Guaranty Company, in the penal stra of Open Dollars, to indemnify end save harm less this corporation, The Cleveland Trust Company, Cleveland, Ohio, Central Rational Bank cf Cleveland, Cleveland, Ohio, The How York Trust Company, Dev York, Rev York, and The Chase Rational Bank of the City of Kev York, Hew York, Hev York, their successors and assigns, the Obligees therein, from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities vhotsoever, which the Obligees, or any of them, or their respective successors or assigns, at any time shall or say sustain or incur and to induce this corporation, its transfer agent, and its registrar to Issue, countersign, end register new certificates in lieu of such loot, destroyed, or stolen certificates, HOW, mREFOSB, BE IT RESOLVED, that this indemnity bond is new approved and accepted by the officers of this corporation and the officers of this corporation ore authorized and instructed to deliver new certificates, The Cleveland Trust Company as Transfer Agent is authorized and instructed to countersign said certificates at>i Central Rational Bank cf Cleveland as Registrar is authorized and instructed to register said certificates for 35 shares of Ccaaon Capitol Stock of this corporation in the name of John R. Bltnars, Jr., Administra tor CTA cf tho estate of Edvard V. Dltnars, deceased, In lieu cf said lost, destroyed, or stoles certificates end such transfer agent and registrar be anl they are hereby relieved of all liability or responsibility by reason of the issue, countersignature and registration cf said nav certificates in accordance with this resolution. A report dated February 1, 1955 submitted by Mr. B. W. Maxey, Chair man of the Pension Coonittee, and addressed to the Directors, relating to a proposed general amendment of the Company's Retirement Flan for Salaried Employees, was carefully considered by the Directors. Following e short discussion of the Pension Committee's report) the Board, upon action duly made and seconded, granted preliminary approval to theCcomittee's recommen dations. Final action by the Directors on any change in the Plan sas deferred until such time prior to December 1, 1955 as sure definitive proposals could be prepared by the Committee end submitted to tbs Board for Ita approval prior to submission of the amendaents to the stockholders of the Company for adoption. GL0008976 2/10/55 At 12:15 P.H. tho meeting vaa recessed for lunch end later recon vened at 1:30 P.M. Kr. Alexander D. Duncan, Vice President, presented License Agree- Bents vhlch hia Division proposed to enter into with Bacigalupo Cia. Ltdo. 8.A., Buenos Aires, Argentina, Cctnpanla da Industries y Asucor S.A., Santiago, Chile, and Grace y Cia., Lima Peru, subsidiaries of W. R. Grace & Co., covering the manufacture and sale of paint products by these licensees In their respective countries. The Agreements were carefully considered by the Directors end vera, upon motion duly made and seconded, unanimously approved, subject to certain modifications to be negotiated with tf. R. Grace & Co. and the licensees by Hr, Duncan. The Directors, upon motion duly made and secended, unanimously ap proved the acquisition of one acre of land adjoining the Chemurgy Division's Calumet River terminal grain elevator site from Great Lakes Carbon Corporation at a total coat to the Company of $42,000. .... Mr. Dwight P. Joyce reported to the Directors that tfestvaeo Division of Food Machinery end Chemical Corporation had exercised its option to lease thcChaaicals-Pignents-Metals Division's Argents, Hevadn property in'accordance, vlth the agreements approved by the Directors October 22, 1954. Under this Lease Agreement, he stated, Weetvaco yould pay the Company quarterly royalties of $1.50 per ton cn all bexytea ore shipped frem the property for a period of five years commencing February 1, 1955; subject to a minimum royalty of $50,000 per year^ During this period, Veatvaco would retain its optica to purchase the property at a price which would yield the Company not less than $375*000 after Federal income taxes computed at capital gains rates. 3?' Mr. Paul 2. Sprague* Tice President, reported to the Directors cn a proposed Beval Stores Division tall oil and terpen* chemical expansion program G LD 008977 2/10/55 98 described in his February 1, 1955 memorandum to the Directors. Ee also commented on the Baval Stores Division's Jacksonville, Florida pine oil project and shoved elide projections to the Directors of the Baval Stores Division plants at Jacksonville, Florida and Valdosta, Georgia. The Directors discussed an engineering service contract which the Baval Stores Division had received from the Eadgsr Manufacturing Company of Cambridge, Massachusetts covering consultation and design vork pertaining to the construction of an 1-aenthcl and related terpene chemical plant by the Company at Jacksonville. Mr. Ruth pointed out disadvantages to the Company which can result from depending more on outside engineering talent end services than on developing and utilizing this talent vithin the Company itself. Mr. Sprague vaa requested by the Chairman to re-examine this situation to see if possible alternatives might better accomplish the purpose of the contract. Bo further action vaa taken. There being no further business to case before the Directors, the meeting vss adjourned. GLD008978