Document yQE4padzj0g6RkyOE16Epmg3

I WAIVER CF NOTICE OT AiPECtfiifMggriNfijar TH2 board op directors op SMITH & CANCER COMPANY The undersigned, being ell of the Directors of SMITH 4 . KANZLER COMPANY, New Jersey corpcretlon, hereby waive all notice, whether provided by statute or otherwise,, and ooa- sent to the bolding of a special meeting of the Board of Directors of said corporation on the 3rd day of April, A* D. 1968, at 10:00 A,M., or any adjournment or adjournments thereof, at the office of the corporation, 5750 West Roosevelt Road, Chicago, Illinois, for the purposes of considering* . (a) A pension agreement for employees represented by Local Union *1257, United Packing House, Food and Allied Workers* . Cb) A pensioa trust agreement with Continental Illinois National Bank and Trust Company of Chicago; and (c) Such other matters as may properly come before the meeting, . DATED: April 3, 1968 Being all of the.Directors of said Corporation, (0 MINUTES OPi A special meeting of the Board of Directors of SMITH & KANZLER . COMPANY, a New Jersey corporation, held at the office of said Company, 5750 West Roosevelt Road, in the City of Chicago, la the County of Cook and State of Illinois, on the 3rd day of April, A* D, 19CB, at lOtOOA,M, pursuant to . waiver of notice by all the Directors of the Company, The following Directors, constituting a majority of the Board of Directors, were prelect la person at the neetlngi ' - Wayne D, Heathery . Robert M, luma . ... The meeting was called to order fay Mr, Robert M. Bums, who . acted as. Chairman of the meeting, Mr. Stanley W, Gustafson, Secretary of the corporation, acted as Secretary of the meeting end recorded the proceedings. The Secretary reported that a quorum was present at the meeting and, therefore, the meeting was legally constituted for- the transaction of business, The.Chalman stated that the first order of business waa to con sider a report from the Secretary on the Hourly Pension Plan, . The Secretary stated that Smith & Kantlsr Company, a subsidiary of Dana Corporation, aad United Pecking Bouse, Food end Allied Worfcsrs, AFL-CXO, end Its Local Union Ho, 1257, during negotiations on a new Labor Agreement for the employees at Smith & Ksnslsr Company, Unden, New Jersey, entered Into a Pension Agreement affective October 1, 19S7, Signed copies of such Agreement are In our. Pension Piles, On motion duly made and seconded, it was unanimously RESOLVED that the above referred to Pension Agreement be hereby approved subject to e ruling by the Comnlssinoer . of Internal Revenue that said Agreemeet will qualify for earemptionfrom taxation under Section 401 of the Internal Ravenna Code, or any other applicable section of the Federal Tax Laws (as such sections are now la effect or are here after amended or adopted), aad that the Company Is oattried to a deduction for contributions under Section 404 of the Internal Revenue Code or any other applicable section of the Federal Tax Laws (as such sections ere now in effect or ere hereafter amended or adopted)! and be It farther . -- RESOLVED that the President or any Vies President and thn Beoretery or tha Treasurer or any Assistant Secretary or any *- Assistant Treasurer be, and they hereby ere, authorised - end directed to execute e Trust Agreement with the Conti* nestel Illinois National Bank and Trust Coapaay of Chicago, ' a banking corporation organised aad existing under the Laws a# #Wn OiebA a! Tltlmnlee K* H AtvOVnn ' (g I f. \* RESOLVED that tha aforesaid officers of thla Company ba , and they hereby are, authorised and directed to take all such further action, and to make, execute and deliver all such further documents, as they may deem necessary or desirable la order to carry out the. intent and purpose of the . foregoing resolution# . . . There being no further business, the meeting thereupon . adjourned-# ' - . APPROVED* Secretary DIRECTORS