Document ykNn199knLkwRJMxwZQ84gbq2

MIMJTES OF THE RBGUIAR KOHTHLY KEBTIDG OF THS BOARD OF DIRECTORS OF THE GLIDDSH COMPAIfY Minutes of the regular monthly meeting of the Board of Directors of Tile Glidden Company hela at the office of the Company, 1396 Union Com merce Building, Cleveland, Ohio, on Wednesday, Hovesber 21, 1951 at 10:00 A .M. The following Directors were present: Adrian D. Joyce Dwight P. Joyce Clifton M. Kolb W. J. O'Brien P. E. Sprague J. A. Peters J. P. Ruth 1J B. Detzold A. D. Duncan R. G. Golsetlr B. W. Maxey Mr. Adrian D. Joyce, Chairman, presided, end Mr. R. D. Horner, Secretary, recorded the minutes. Copies of minutes of the October meeting of the Board of Directors having been mailed to each Director, the Directors present, upon motion duly cade end seconded, unanimously agreed to dispense with the reading of the minutes and approved them as they appeared in the copies received by them. A preliminary report of the Company's financial position at the end of the 1951 fiscal year was presented by the President* Following a careful consideration of thiB position and the Company'e anticipated working capital requirements during the 1952 fiscal year, the Directors approved payment of the regular quarterly dividend of 50$ per share plus an extra dividend of 25$ per share on the Company 'e Common Stock for the quarter ending December 31, 1951* Upon motion duly made, seconded and unanimously carried, it wass RESOLVED, that a regular quarterly dividend of Fifty Cents ($.50) Nr share be and the same Is hereby declared out of surplus on the Common of the Company for the period commencing October 1, 1951 and ending cber 31, 1951, payable January 2, 1952, to holders of record of such CL0008168 Tft % .1 4 1 i stock at the close of business December 1, 1951; and RESOLVED, that an extra dividend of 25f5 per share be and the same Is hereby declared out of surplus on the Common Stock of the Com pany, payable January 2, 1952, to holders of record of such stock at the close of business December 1, 1951; and RESOLVED, that the officers of the Company be and they are hereby authorized to do everything necessary to carry out the terms of this resolution. A report of the PFE's approved by the President, Vice Presidents and Engineering Department covering the period from October 13, 1951 to November 9, 1951 totaling $33,477*81 vas, upon motion duly made and seconded, unanimously approved* Kr. A. D. Duncan presented PFE No. 9-305 in the amount of $48,960 covering the purchase from the United States Navy of six pebble mills and 12 thinning tanks located at a plant constructed by tbe Luetron Corpora tion at Columbus, Ohio which had been taken over by North American Aviation Corporation for the manufacture of naval aircraft* This purchase, which had been previously authorized by the Board of Directors on April 20, 1951, vas, upon motion duly made and seconded, unanimously approved by the Board. The Secretary submitted the following bank resolutions which were, upon motion duly made and seconded, unanimously approved: RESOLVED, that the authorizations of Messrs. Clifton K* Kolb, Secretary, and Elliott Bryan to sign on the Operating Account of the Navel Stores Division of the Company at Jacksonville, Florida, maintained with the Atlantic Rational Bank of Jacksonville, Florida be cancelled and that R. D. Horner, Secretary, be authorized to sign on this account; also, that C. V. Blount be authorized to sign when countersigned by any one of the regular signers on the account; said changes to be effective ae of the date letter of notification is received by said bank (letter of notifica tion dated November 6, 1951)* After said changes have been made on this GLD008169  ./ account, it should appear on the records of said bank os follows: Any Two: J. A. Peters, Treasurer R. D. Horner, Secretary C. M< Velio, Jr. V. D. Stallcup Alton M. Hayes A, H. LaBauve Authorized to sign when countersigned by any one of the above: R. L. Armstrong C. V. BlOunt RESOLVED, that the authorization of Clifton M. Kolb, Secre tary, to sign on the Payroll Account of the Son Francisco office of The Glidden Company maintained with the Bank of America, Day and Bight Branch, San Francisco, California be cancelled and that R* D Horner, Secretary, and J. E. Moore be authorized to sign on this account} said changes to be effective as of the date letter of notification is received by said bank (letter of notification dated November 6, 1951)* After said changes have been made on this account, it should appear on the records of said bank as follows: Any One: J. A. Peters, Treasurer R. D. Horner, Secretary L* S, Fulton A. Opalinskl W. R. Fritz J. E. Moore RESOLVED, that the authorization of Clifton M. Kolb, Secretary, to sign on the Working Fund Account of the Sen Francisco office of The Glidden Company maintained with the Veils Fargo Bank & Union Trust Company, San Francisco, California be cancelled and that R. D. Horner, and J. E. Moor be authorized to sign on this account} changes to be effective as of the date letter of notification is received by said bank (letter of notification dated November 6, 1951}* After said changes have been made on this account, it should appear on the records of said bank as follows: J. A. Peters, Treasurer R* D. Homer, Secretary L S. Fulton A. Opalinskl V. R. Fritz J. S. Moore RESOLVED, that a Payroll Account he opened on behalf of the Valdosta plant of the Haval Stores Division of The (Hidden Company vith the Citizens and Southern Rational Bank of Valdosta, Georgia; and that any one of the following be authorised to Sign thereon: J, A. Peters, Vice President & Treasurer R. D. Korner, Secretary Carey Speer Pi V. Rabon W* D. Stallcup C. M. Veils, Jr. WHEREAS, it seems expedient for this Board to authorize the issuance of checks or drafts of this Company over the mechanical signa tures of J. A. Peters and (Hiss K. H. Grulich on the Office Payroll Ac count of the Company maintained with the Detrolt-lOlst Office of The Cleveland Trust Company; WHEREAS, it is desired that The Cleveland Trust Company shall be fully protected in dealing with checks and drafts bearing mechanical signatures. ROW, THEREFORE, Be it Resolved, that this Board hereby approves the issuance by the aforesaid officers of checks and drafts of this Com pany hearing the mechanical signatures of such officers; Be it Further Resolved, that said The Cleveland Trust Company is hereby authorized to recognize as the signatures of such officers the fac simile of such officers1 signatures in every Instance where the same may appear upon a check or draft purporting to have been drawn and issued on behalf of this Company end whenever the mechanical signature on any cheek or draft shall correspond to or resemble the facsimile specimens certified to The Cleveland Trust Coapahy by the Secretary or Assistant Secretary of this Company, and pay, honor, accept or certify any checks or drafts bearing such facsimile signatures or mechanical signatures similar to or, resembling the authorized facsimile signatures without inquiry as to whether or not the Issuance of such checks or drafts has been authorized and shall he with out any liability for damage^ or loss resulting or arising out of the pay ment, honoring, acceptance or certification of a check or draft bearing mechaical signatures resembling or similar to the authorized facsimile signatures or where the authorized facsimile signatures, or either of them, so appearing thereon were so affixed without authority; and Be it Further Resolved, that the Secretary or Assistant Secretary of this company Is hereby authorized to certify to said The Cleveland Trust Company a copy of this Resolution, and said The Cleveland Trust Company Is authorized to rely upon said certificate until notice to the contrary in writing is given to the said The Cleveland Trust Company* The Treasurer presented a resolution authorizing certain.officers CLD008171 of the Company to borrow money and execute notes and other obligations evidencing indebtedness of the Company to banks Tasking loans or extending credit to the Company. RESOLVED, that all authority heretofore granted to any and all officers of this corporation to borrov money and to execute notes and other obligations evidencing the indebtedness of this corporation, be and hereby is cancelled; and RESOLVED, that any two of the following officers of this cor poration, namely; Adrian D. Joyce - Chairman of the Board of Directors Dwight P. Joyce - President J. A. Peters - Vice President and Treasurer ft, I>. Horner - Secretary are hereby authorized to borrow from time to time on behalf of this cor poration from (name of bank and address) sums of money for such period or periods of time and upon such terms, rates of interest and amounts as may to them, in their discretion, seem advisable and in the best interests of this corporation end to execute notes and agreements in the forma re quired by such bank in the name of this corporation for the payment of any sums so borrowed. Hie Chairman reported that the President and Controller had met with him for the purpose of discussing a proposed change in the fiscal year adopt in the Regulations of the Company. It was the consensus of those present at the discussion, he reported, that the advantages of retaining the Company's present fiscal year basis outweighed other considerations supporting the selection of a date prior to October 31 os the end of the Company' t fiscal year. The Directors unanimously approved the Chairman's recommendation that no change be considered in the Company's fiscal year at the present time# The president reported that a supplementary contract had been negotiated with the Defense Minerals Administration covering expenditures for geological and engineering services under the Company's contract with the Department of Interior covering exploration of its California mining properties. The aupplesental contract# ho explained# had been entered into for tho purpose of claritytnft certain acfciguities in tho original contract with roepect to peusisoiblo allowances for geological and engineer* leg services. The supplement would permit the application of Government contributions to geological end engineering services so long as the cost thereof did not exceed a total of $1.00 per lineal foot of disaond dril ling. Upon ration duly mdo and seconded# the supplemental contract described by the President was unanimously approved by the Directors. Tho President emphasised to the Directors tha importance to the velforc of tho Cospauy of compliance vith Government Defense Controls Oidera. These orders# tho President pointed out# established priorities and controls over purchase, consumption, inventories, prices# deliveries and use of the Corapany*e rav catoriola and finished products as veil os plant equipment and materials necessary to the maintenance, repair ar4 expansion of its production facilities* The Coopany# he said# could not afford to disregard any of the defense controls orders and regulations viiich were a basic part of its man ufacturing operations and sales policies. Compliance vith these orders, he said# vos the direct responsibility of each Vice President and Division iJar-oger, and failure on the part of any such executive to keep abreast of defense controls developments might, he stated# jeopardise the Company's price structures as veil as its purchasing# manufacturing and sales policies The Paint Division# it was reported# vas currently selling a num ber of accounts in the State of Kansas# including a "sponsored store* in that state which purchased goods from consignment stocks located on the store's own premises. In viev of the possibility that this relationship might constitute "doing business" in the Ptete of Kansas, it was ttnaaimoealy C LD 00 8173 ; , dcided that tho Company's qualification as o foreign corporation authorized to do business by the state of Kaneoa should be retained* Upon Button duly toads, seconded and unanimously carried, it was RESOLVED, that the Rcstctered Office In tho State of Kansas -s ! of this corporation bo changed froa 119 West 5th Avenue, Arkansas City, Cowley Countyf Kansas, tho orae being of record In the office of tho Secretory of of Kansas to h220 Beat Central, Wichita, Pedgyick County, Kansas* } ik ivirnuR RESOLVED, that the Resident Agent of said corpora tion in tho state of Kansas be changed froa Maurice K. Bell, 119 West 5th Avenue, Arkansas City, Cowley County, Kansas, the esoe being of record In the office of Secretary of State of Kansas to ' -i If# 7. R. Burton, h220 East Central, Wichita, %dgwlek County, Kansas. The recretary submitted the following resolution authorizing issuance of a replacement Coaxon Stock certificate Which was, upon notion duly made, seconded and unanimously carried, unanimously adopted: RESOLVED, that ?he Rev York Trust Company of the City of hew York, Transfer Agent of this company, and The Chase national Back of the City of Eew York, Registrar of this company, be and they are hereby authorized to issue and register a new Certificate for Thirty (30) Shares of the Common stock of this corporation in the caste of the Clinton County Rational Bank S-, Trust Co.# Trustee for Mrs. Mary E. Brandenburg under agreement doted July 14, 19^5# Wtlalngfeon, Ohio, to replaco Certificate Bo. M172316 representing Thirty (30) Shares of CosKaon Stock registered and outstanding in the name off aid Clinton :! County Rational Bank ft Trust Co., Trustee for Kra* Mary E. Brandenburg under agreement dated July 14, I9h5j said Certificate for said Thirty (30) Shares having been lost, the necessary indemnity bond and affidavit 5 of loss having been deposited with the company. The Chatroan stated that he had discussed with Messrs. Oakley and Horner the desirability of avoiding unnecessary lawsuits wherever possible end that for the purpose of furthering this policy, he had asked that all lawsuits filed by the Company for a collection of an account whore a possibility of a setoff or counter claim by the delinquent debtor existed, as veil as all other actions involving legal proceedings not for the purpose of collection of accounts, be first referred to the Executive Ooaatttee LDo 08174 for Its recoaaondattors. Adherence to this policy. said the Chairman, would lnoure that adequate steps were taken to settle oil controver sies through direct negotiation by the proper executives end would, he believed, effect substantial savings to the Ccwtpany through the avoidance of lengthy and expensive litigation. The Directors discussed the funding of past service benefits under the Company's Retiremnt Plan for Salaried Employees and Retiresent plan for Hourly Hnployees for the 1951 fiscal year. Upon notion duly Bade, seconded end unanimously carried, it waa decided that an eaount of $55^,130 be applied to currant and accrued past service credit for the Salaried Employees Pension Plan and that sn eaount of $200,USD be applied to current end accrued past service credit on the Hourly Em ployees * Pension Plen. The President stated that It vac advisable that the Coopiny consider the advantages of certain araeadoents to the Coapany's Bonus Plots; that amenduenta liberalising the Company's Retirement Plen for salaried Employees be investigated; end that adoption of on employees1 stock bonus or purchase plan be studied. Decisions Bade by the Directors regarding these natters, he said, vould be submitted for approval on February lb, 1952 at the stockholders' Annual Meat lag. Following a brief discussion It was decided that the Executive Cooatttee should be authorised to work out suit&le plans and recoeaendations, and upon notion duly wade, seconded and unanimously carried, it was RESOLVED, that the Executive Coosittee of the Coapeuy be and It is hereby authorised and directed to atke specific reeomwedittoes to this Board of Directors as to the management '9 proposals for amendments to the Company's Bonus Flan, amendments liberalising the Company's Re tirement Flan for %lrled Employees, and adoption of an employees * stock bonus or stock purchase plan for submission to the stockholders of the Company at the February lb, 1952 Annual Meeting. CLD008175 Mr. Kaxey reported that the Company had been notified by the Ar.-ied Cervices Renegotiation Board, following consideration of Informa tion submitted for the 1950 fiscal year, that no further action vas contemplated by the Board with respect to renegotiation of profits earned by the Company during that year. Mr. D.P. Joyce said that the Company's profit goal plan vhich had been first adopted in 1950 vas working out exceptionally well, and that new goals would be set for 1951* These goals, he stated, would be slightly higher overall than during the preceding year, and he was hope ful that the Divisions would be as successful in 1951 as in 1950 in ob taining the objectives vhich the management had established. The President and General Manager, Mr, Dwight P, Joyce, ex pressed his appreciation to the Directors for the fine cooperation and support he had received from all Divisions during the preceding year. The Company and its organization, he said, were in better shape than ever before. The strong financial position of the Company at the present tine was attributed by Mr. Dwight P. Joyce largely to the diversified nature of the Company's business. The Chairman reported that during his recent trip through the Southeastern United States he had observed many opportunities whereby the Food Division and the Paint and Varnish Division might expand their sales in this area. He specifically suggested that the Food Division direct its salesmen in the Southeastern territory to make personal calls on wholesale bakery concerns and hotels capable of purchasing appreciable quantities of the Company's shortening, puff pastry, and other vegetable oil products. The Division, he ifelt, should not depend solely on brokers OLD 00817 f vbo would rarely "to'* r3erer for the Durkee products end who would not exert uhui bo believed to bo a worthwhile effort to develop trade nod expand Durhee sales in their respective mrfeets. He urged that the feint division CGBtjjn specific salecran to industries in the area which offered potential opportunities for sales expansion end which the Divictor* ray previously have neclectod. The Chairraa suspected that the ftrectors consider a policy of rotation of 51 rectors whereby at each Annual Meeting the ranegeraut would recometd certain changes' in the directorate which would porait executives rot previously elected directors to servo os directors for a United period of years, thereby bringing rotters of general interest to the c<H*pw>y with vMch these executive were fartliar, tc the atten tion of the Hoard, He cico eugeeated increaaing the authorised tsuaber of directors from eleven to thirteen prior to adopting such a rotation plan. Rr. T. E. Sprague reported briefly upas the prospects for the Koval Stores and Food Hill Divisions during the 1958 fiscal year. The Faval 'tores Division, ho eetd, anticipated a good year with profits probably not as high as 1951* This difference ho attributed to the fa ct tfcot the Division had realised a cuhstanttal non-recurring gain during the year. Which had been reflected in the Division's 1951 earnings report. The Feed Mill Division profit, he predicted, would be greater In 1958* He celled the attention or the Directors, however, to a trend among competitors in the industry whereby these coapstitore would advance their feed dealers and dealers' eustoaere funds not only to cover feed GLD008177 purchases but also to cover the purchase of poultry* Plans vere being developed, ho sold, vbereby the Coapaoy tsight rjeet this type of coapetit tea and voula be given careful consideration as soon os practicable* The Chslroan reported that the Cecapauy * subsidiary, the Growth Products Company, had experienced a very good season, and if fishing next season was good, could expect another satisfactory year in 1952. fho Jacksonville Processing Coapany, he said, experienced a good year in 1951 and under anticlpatieefy favorable coopetitivo condi tio!, vaa looking forvard to a good year in 1952# $lr. A. B. Duncan reported that the outlook for the Point end Varnish Division vac optinistic for 1952, but that the best business vas anticipated during the last six souths of the year rather than during the first six tionths. In 1951, he said, the Division had benefited ioraenoely fvoa e large bacHog of business vbich bad disappeared veil before the end of the year. As a result of expansion of the Division's sales progress, however, the Division now had sore accounts than ever before, he stated, and these accounts could be pursued wore vigorously because the nerehandise vbich vas scarce earlier in 1951 vss nov obtainable. Ee expressed optloiso, particularly, for the future of the Division's Industrial paint business. Mr. Betcold stated that the Food Division expected a definite ivyroveawmt in Its tcargarine and salad products business during 1952* The Division's advertising and prcoottonal programs, he stated, looked oost prooiolng. The prospects tor coconut, spice, condteent and shorten ing business, be said, vere favorable. Mr. B. G. Golseth predicted that tbs Soya Product .Division's profits would be good in 1952, but that be did not anticipate they vould r-LDOOBl 78 attain a level comparable to that of 1951* The Division, he said, -was Currently experiencing low or non-existent conversion margins which he attributed to a large cotton crop, low oil prices. Office of Price Sta bilisation taeal ceilings, high Government support prices for beans.and a resultant tendency for farmers to withhold their beans froa the sorbet. Protein Inventories, he said, were relatively high hut price reductions had been Bade which would permit this product to compete with casein { and still allow the Company a comfortable profit. The Company's fine checsical business, he said, was developing satisfactorily* Pending completion of the Soya Division power plant, said Mr. Golseth, arrangements had been made for renting a locomotive froa tlio Chicago, Milwaukee, St. Paul and Pacific Railroad. The steam which the locomotive would supply, he said, would be sufficient to meet the plant 'e requirements until about January 10, 1952 when the Division ex pected its new alpha protein Installation would be completed. Mr. J. T. Ruth stated that he expected that the Cheatcal, pig ments and Metals Division would continue to operate profitably in 1952 and no substantial changes were expected. Some change, he said, would, of course, occur as a result of expansion of the Division's titanium dioxide program. The Hammond plant, he said, was bo w on a sound basis and as soon as the Division's equipment had been relocated in accordance with previously adopted plans, further improvement was expected. Better conditions at Collinsville and Oakland, he said, could be expected by February, 1952. The Chairman commended Mr. Ruth for the excellent Job he bod dene in placing the Heaanond plant on a profitable basis and also Mr. Knight, for the good Job he had done at Scranton. There being no further business to come before theDirectors, the meeting was, upon motion duly made and seconded, unanimously ad journed. "'i i CLD008180