Document zQvMEKOKkykkwqj0MJmXyLBOg

umrm cw sag r h r a r tew h bs v s bo & m txm> or mmxm of m oitm! cetffAsnt Minutes of tbe rcgul.tr Monthly nesting of tbe Board of Directors of Tbe Gllddcn Coopsay* hold at the office of the eaeny* 139* OnJloa Coamrc* Building# Cleveland, Ohio, on Friday, Juno 15# I9$l# at $i3& *loeV A.K. The following directors were present* Adrian 0* Joyce Dwight F Joyce Clifton M. ISoXts W. J* O'Brien P. K. Gprague J. A*Fetors J* P.Sttth X* B* Bstrald A* BDuncan B* V,Mutey Ur* K* Q Oolseth u not present st tbe Meting* Mr. Airl&a > Joyce, Chatman, presided nod Mr. Clifton M. Kolb, Secretary) recorded tbe Minutes. Tbe reading of the aiautea of tbs precious Mating vet# upon notion duly rade, seconded and u&aalrausly carried dispensed with and said ainutes were approved. A report of the PF8*s approved by the President) Vice Presidents end Kagi- a&erlag Department, covering tbe period free Msy 5# 1951 to Jane 6, 1951# totaling $69,799*28 was# spec ration duly rade end seconded# uaaniaously approved. The Chairman reported briefly and favorably upon comparisons he had been recently ble to ralct between the Coepacy'e corporate organisation and that of the Oeneral Electric company. Be connsntod specifically upoa eiallerlty in Bit Coepeny's delegation of responsibilities to Bivieioaal Vice Presidents and in tbs functions of Executive and Advisory Cowrittees. The Chatman also consented upon end the Dimeters susnsrlly discussed the edvantages and disadvantages of outside direct- rates* PFE Bo* 23*332 In tbe araaat of $2$,370 covering relocation, consolidation and re-equipaat of Mintenaneo shops and Pit BO* 23*336 io the ernuat of 119,712 covering .solocation of the jAciduiation Separtmni and installation of new GLD008780 mmm o p m masm mmx tmcw o?sks mm w mmmm ... ot vm amasm cmm mm%tm of the regular earthly MMftftag or tb Board of Directors ofa* Udden Owa^y, bald at tte office of ttoC5*u5y, 13& Itoioa Oooaarc* Building, CteYolnndj Oblo, cm fri&ey* Juac 15# 1951* at 9*$ o'clock A.1I* se following director* ve** present* v Adrian D. Joyc* pvigbt F. Joyce Clifton H# Kolb W, J 0'3arien P* E. Sprague J, A. Petera J p* Path X. B. BftUOld A* D. Dunces B. W. Hn*ey Ifr* R. 0. Oolsetb wne cot greets* at tto Meeting. ter. Adrien J>. Joyce, Chuiraeui, presided cod Mr* CliftOa m. &>u >. Secretory, recorded the Minutes. $be reeding of tbs Minutes of tto previous easting uu, 190a notion duly Mb# seconded and uoeolMOuely carried dispensed vith end said ainutet vere approved. A report of the PYS's approved by the president, Vice Presidents and gogi- uocriiag .jpepertaeot, covering tbe. period tvo* Pay ># 1951 to duos 6, 1951, totaling $$9#799*& wee# upon eotioa duly node and etooo&ed* uaaolMOualy approved. tCbe CbnlmMA reported briefly end favorably upon coopeneous a tod been recently Able to o*ke between tte Ooepauay's oerporate organiSM&Qa end ttot of the Oeasrel Bloctrio Company. to eoameoted specifically upon alatttotty t tto Cospesy'a delegation of responsibilities to Dlvlsieeei Vice President* an in the function* of toeentive end Advisory Comittecs* She Ctoirena also PiMsaiaisd upon and tto Directors auMarily discussed tto advantepM eat disadvantagae r directo rate*! . . . .. pm to* 23-J32 la tto maouet of $85*379 covering MlMagos# eooseUdsUon and ;<W"#<jttipaeftt of ssiatseaacs stops ssd PVS to. 23*336 in tto anewt of $19,712 covering reioeatlea of the*iU:iduiatiori oaparteieB* ate intiUMto ef ww GL0006781 aeiftttlaUoa faculties at tbo blohurst plant were rcouboiitted by Mr. Dwight P. Joyce for Board approval* Approval of PPB 23-332, It w eteted, would permit raintecmwe ecoooaiy through ultimate reduction of personnel, would avoid the necessity of constructing * new acldulntioa building to house the Division* x* paodaducldulfttloo ftecllHlea nod would provide storage pac ** mixing facili ties far hatrtUhg eoda aah for the Diwieton'ii converted Sharpies refining eyfttea* PK5 23336,vould permit relocation of the AcMulatioa Department and installation of faellitioB to store aoda ash and unload rsilvny shipments of ante aah and bleaching clay* She PFB included authorisation of facilities for nixing end pushing, eoda aah solution to the Sharpies eoda aeh day tank vbieh vould ba installed on the third floor of the refinery* She Chairman stated that a discussion of PJ'E'e 23-332 and 23-336 subse quent to the last preceding Executive Cocntttee meeting had. developed fact# which he believed warranted approval of these pro^octo. Be specifically referred to coatesplated changes la stock-keeping policies which vould effect estimated savings of $5,<XX) per year is elimination of outside stores* expenses* Se pointed out that when the new warehouse building at SUfeuret was planned the Company bad contasgtlatad placing a basement under only part of the building* These plans had been revised at hie suggestion, he said, to include a basement under the entire building and it vae hit opinion at a result of further investigation of pertinent facta tint this space was veil adapted tor use as a maintenance ebop* Allowing consideration of the Chairman*# reccmmendatiooe and upon motion duly male mod seconded tbs Directors unanimously approved lK*s 23-332 mad 23-336* Hr* J* P* Ruth proposed authorisation of a total expenditure approximating il60,fl0 to# the purpose of relocating the powdered metal and copper oxlds plants of the OMpasy's Bemmcnd, Indiana plant* This PS*, ha said, vould include alter* atlona to the Division*# office building, relocation of plant serviete, and fanning It pointed out that theme latter projects were to be undertekea a a Gl0008 n? result .*f the ealeof the Company** welting facilities and It portion of its office building a* .Bswwod,.. .iBAIsat**,/ Hi. thatha* tlw C<w^cgr decided to etreaa- line its JlBSfflond operations beforothasel ftbe eaelterand other buildings without,extensive .w^ocatloo# .a jjpenftiture of betV*e $110,000 and $120,000 would ha* been necessary. Reloootloo fod streamlining.or the Division** preset copper powder* lead jpowd.or, mpric and cuprous ex|de jaanufaeturing facilities, he said, would cost jroxinately $40,000 core, but would further reduce the Division`e labor costs *ft& thereby permit ewre profitable. .and aoreeoapetltlveplant operation. fhe Cbeira&ra reported to tboee Directors who bod not beenfuliy informed as to negotiations fop-the sale of the Bamond property that Mr. Ruth had Ctm* treeted for the sale of the Cosnpftny's Bsaaond saelting business to Metals liealty Cospany of Chicago, Illinois at a price of $200,000. Be coonen&sd Mr. Ruth for the excellent job he had performed la negotiating the sale, while retaining the more efficient and essential aetal powders and copper oxide plants. Following a brief dlseusalon and upon notion duly nude and seconded the Directors unanimously approved PF Ko. 27-58 In the aaount of $1&>,0OO covering relocation of the powdered aetal and copper oxide plants as proposed by Kr.Ruth. It was understood that Individual PFE'* would be subaitted to cover actual ex- pendltures Involved In this project, which would coaatnce Iwwdiately vith the aoving of the cuprous oxide facilities out of the saelthr which hid been sold to Metals Realty Company* She relocation project authorised by PIS 27-56 would require Aout one year to complete, said Mr* Ruth* Se predicted that the Bsaaond plent vould not only prove aorf profitable as a result of the sale of the smelting business but as a result of expenditures sutborlted by PFB 27-58 would asks even a better proflt-ehovlng upon coupletiop of the approved relocation. She negotiated sale,, Jfey Ruth reported, also contemplated sale of a GLD008783 t <;* . ',**>C* X portion of the KaUl# Refining Division office building to''the purchaser* 8a stated that the Btviaioa would lya only $2 to # <$3r*ting employees at fempnVbot would boable to achieve 3QJt tb gr^erbolum by the use oit improved aquipoeot and batterplani Upon*? ' Following carotul ciHiitilAerattoa of the Mies contracts negotiated by Mr* Sutb and prepared by !4r eilttoa M. KOlbtho Director#up<m action duly Bade and seconded ttnantnonely * BBSQVJSD, that thin Coe$aaysell nod convey to Metal* Realty Coapony of Chicago, Illinois, or its noainee, the land, buildiage, fixtures, inventories, good will, tradoMKrlcs, 'fornula*,. processes, rights and other properties store fully described in Agreeoeat# entered into on behalf of this Cosgaoy by Bright P* Joyce, President, end QUftoa H JSolb, Sentof Vice President daft Secretary, vith e.id Ketale Realty Coepaoy for consideration of the asresosjits therein-a; contained, end yu&TRSft RESOLVE!), that the proper officers of this Coepouybe sad they hereby are anthoriced and directed to do ail things necessary to discharge the obligation# of this Cospaay to said Mettle Realty Cosp&uye* set forth in said Agreeaenta* - ''" :\ v>..' the Gbalxswa reported that on application by the Subinn Division to the City of Chicago to proceed vith rehabilitation of property and building* which it haft aeqvired froa MeCloskoy Yartaeh CoopAuy baft beta initially rejected by the city and that it therefore would be necessary to include installation of venti* lating duct* in the recently approved rehabilitation project et an estiaated ad* ditioiviil coat of $9300. Total eventual additional expenditure accessary to coeplete the project to provide adequate office facilities at Rublaa vas estiaated at $28,000. Further detail* vere aot yet available, the Chairaaa atataft, however, upon notion dulyaad# and seconded the Director# unanimously approved iostaUatioo of the necaaaary ventilating ducts at an estivated seat of $9500. She Uhairasa etated-that,' pursuant to previous authorisation by the Board of Dirctor#i the officers of tbs pastes? bed negotiated an toseettred bank loan to be nsfte to the Company by She Chase aatienal Bank of tha City of Bee fo* fha tew fork frost Company. the national (JityBaak of *sv fork and Continental XUiaot* g LD00878^ National Beak and Trust Company of Chicago, in the aggregate principal eeOuBt of $10,000,000*00, to be evidenced by Serial Botes of the Coapeoy maturing in InataUasnte over e period ending July 1, 1957* end beering Interest at the rate of 3 per enaua, payable quarterly, end hod obtained the required written consent of thn feoMers of record of tw*thirde of the Coop*ya outstanding Convertible Preferred Stock to the issuance of such Serial Botes, and presented to the eet- ing a copy of the proposed faro of each Serial Botes* A copy of the fora of Serial Bote presetted to the nesting* narked HX*hibit A'l, ie attached to the aiouie* of thia meeting* After a discussion of the proposed loan, on notion duly #ade, seconded and tnmoiaouely carried, the following resolution* vorc adopted a HESOIVED that The Oildden Coe&suy borrow fro the four book* faerelnbelow named the aggregate principal sua of $10,000,000*00, repayable a follows t An aggregate of $1,500,000*00, principal aaeunt, shall oature on the let dqy of duly in each of the years 1933, 19$4, 1953 and 1956, and the balaaee in the aggregate principal amount of $4,000,000,00 shall oature oo duly l, 195?# bearing Interest at the rate of 39 per enrnoft, payable quarterly, and upon and subject to the other terns, provisions and conditions set forth in ths fora of Serial Bote which has been sUbalttsd te this netting, the respective principel oaouate to be borrowed from each of said banks and the respective aatmrity dates of the eaouat# borrowed being as follovst Trm Site Chase Batioael Bank of the City of Ssv York the aggregate principal amount of $3,000,000*00, of which $450,000*00 shall nature on ths 1st day of July in each of the years 195$, 1954, 1995 and 1956, and ths balance of $1,900,000*00 on duly i, I95?l from She Bev York Trust company the aggregate principal amount of $9*500,000*00, of which $375,000*00 shall nature on ths 1st day of July in each of ths years 1953* 1954* 1999 and 1956, and the balance of $1,000,000.00 on duly i, I957f iron fhs gational Oily Batik of Isv York the aggregate principal mount of $2,500,000*00* of which $373*000*00 shall nature on tbs 1st day of July in each of ths years 1953, 1954, 1955 and 1956# and the balance of $1,000,000.00 on July l, 19571 from Continental Illinois Sattonai Bank and fruit Company of Chicago ths aggregate principal aaouat of $1,000,000*00, of which $300,000*0 shell asters on the 1st dy of duly in eaSh Gl DOO75 of tbeyears 1923, 195hf 1955 and ; $300,000*00 on July 1/19571 sod tho balance of , ' ; > ; /: /.: and that said loon* bo evidenced by Berial Rote* of Ehe QliMmx Coegieny in nub* ; st&nttaULy tbs fora of the Serial Soto aubaitted to this Meeting, vita approprl* ate ineertieae u to date, payee, principal aaouat, date of naturity and place of payment, end that eucb Serial note*, executed end delivered to evidence the Coopery *o obligation to ropey said loans, be executed/ la the case and oo behalf of tbe Cwspacy, by Adrian B* Joyce, Cbairoan of the Board of Director#, or lght P. Joyce, Preoidaat, and by Clifton U* Ifolb, Sealer Vice President and Beoretery, or J. A* Petoro, Treasurer, of the Coapanyl ead RESOLVED that tbe proper officer# of The Olidden Cottony be and they are hereby eutborleed, in tbe naae and tm behalf of the Coapscy, to execute and deliver ail such loetnaaent* and docuasata and to do all each acts and things ae mg be necessary or desirable end proper to carry late effect the purposes of the fore going resolution. 'the Cbairwas atated that Witten consents of bolder# of 144,046 Convertible Preferred shares to the proposed financing bod been received and that only 648 share holders had filed dissents oa tbe proxy fora eubeitted by tbs Coepaoy. Zb Secretary submitted the following bash resolution# which were upon notion duly aade and seconded uoaaieotwly approvedt RESOLVED, that tbs otgoaiureof B* C, Levis be added to the list of author ised signers on the Account &o* Maintained by the Oliddea Coopacy for the use of various of ite Divisions located at Chicago, Illinois, vtth the Continental Illinois mtional Bank and Trust Company at Chicago, Illinois) said additional signature to become effective as of tbe date letter of notification la received by said Bank (letter of notification dated Miy 8h, 1951}* After eaid addition baa bsea aade on this Account, it shouldeppeas* oa the record* of the Bank as follows i - luv Twoi ........... ` ' J. A. Pstsrs, Treasurer . Clifton *. Kolb, Secretary S. 1C. fltb *. --O# Kaupert 0. Roman Brae* R 0* Ooleeth X V* vroyd iayesed McOee 0. nesria ford n* lergusco RobartA*labann r . u wight C* H* Raff J, Albert Celiff 8, 3* fiiaeosk IteCSbS -' - U 0* Bums B 6;* teiriaVv GLD008786 RESOLVED, that tbs signature of D C* Levisboed&ed to ths list of author* fsod signers oa the Gorkina fund Account of tbs Soya Products Division of The (Hidden Company at 1825 8* Iftreals Avenue, Chicago, Illinois, Maintained with The northern Trust, Cooper*, Chicago, Illinois* Mid additional signature to becoas effective as of the Onto letter of notification 1# received by e*ld Bedk (letter of notification dated May b, 1931). After eald addition has been **de oa this account, it should appear on the records of the Bank as follows* Any Two* J. A* Patera, Treasurer Clifton H* Kolb, Secretary R. 0* Oolseth H. B. Pwyd' 0. florin Ford M. Ferguson 8. L. Vrieht & C. Levis RESOLVED, that a Cleveland Account he opened oa behalf of the Oklahoca City Branch of She Olldden Company with She Liberty National Bank and Trust Company, OkU&oaa City, Okiaboa&j and that any two of the following ho authorised to alga thereon* Any Two* . " Clifton *4. JGolb, sr* Vice President J* A, Peter#, Treasurer C C* Bsrt C* A. leech y. V. Hoetetler 6. U. Salth P. *4. ittUer W. 8. Van Fleet K# A. Crovl J* B, Cole RESOLVED, that the signature* of C. if. Wells, Jr, end Otba C. Baker he added to the Ust of authorised signer* o a the Operating Aeoount of the Valdosta plant of The Olldden Ccepany aslutaloea with the CiUssas and Southern Rational Bank, Valdoate, Georgia* eald additional signatures to heeoos effaetlve as of tbs date letter of notification le received by said Bank (letter of notification dated June S 1931) After eeid additions lave been asda on ttoie account, it should ay* pear on the records of the Bank as follows* Any Two* J. A* Peters, Treasurer CUfton BU Kolb, Secretary V, D. Stallcup Carey Speer P, V, Baboo J. V. Baskin . M* Bells, Jr. Oths C# Baker RESOLVED, that the elgoeturea of C M. Wells, Jr* and Otha C* Baker he added to tbs list of authorised signers m the Operating Account of tba Valdosta plant of The Ollddan Ceqpaxqr Maintained with the First Rational Bank, Valdoata, Oeorglaf said additional signatures to becosae effective as of tbs data letter of GLD008 78 7 notification to received by said Bank (latter of notification dated Juno 5# 1951)* After said additions bov been node a this account, it should appear oa tbs records of the Bonk as follow*; Any Two* J* A. Fetdrs* traaeurer Clifton K. Rolb, secretary Vf B. Stsllcup Corey Speer F. V>. Hftbou J, W. Booklo C. II. Welle, Jr. Otha C. Baker BUSOBVED, that the officers of Tfc* GUdden Company ho and they ore hereby authorised to grant authority to various seafoera of the JHvision# of the Company to lgn check drawn afloat the *<?levetand Accounts* of the oapany Maintained with various beaksj aid euthoritatiooa to resain in full force end effect until further notice la received by said banka from tha Coapauy. The following reeolutloa relative to o lost stock certificate was subaUted by the Secretory and upon action duly Made, seconded and unaaiaoualy carried it vae BE30LVS1), that The hew York Truat Cospeny of the City of Bsv fork, Transfer Agent of this company, end Sho Chase national Bank of the City of Bow York* Regis trar of thle coagxwy* be end they are hereby authorised to issue end register a mv Certificate for Fifty (50) Bharee of tha Cotfeoa Stock of this corporation in the nane of Rayaond 0. Conover and Mrs* lelio It* Conover ae Joint tenant# with right of survivorship sod not ea tenants in c o s mo s * 1Hg 8 Beat Platte* Colorado Springs* Colorado* to replace Certificate Bo. *21566? representing Fifty (50) shares of Casason Stock registered and outstanding in the noee of said RayBood 0. Conover and Bra. ielie M, Conover as Joint tenests with right of curvivdrebip and not as tenants in cosnon) said Certificate for eaid Fifty (50) Chares having been lost* tha neces sary iudeBoity bond end affidavit of lose having been deposited with the coqpaay. The Treasurer stated that recent reports received froo the Division# indicated a sharp increase in finished good# inventories. It was pointed oat that such of thle Increase could be attributed to substantially increased unit velum of eelee. See- ever* it was recoamanded that each inventories of finished goods be carefully watched. Xt wait tha consensus of the Directors that the Divisions had done a good Job in controlling their raw naterialB inventories* The Cbelrasa cautioned the Director# to watch all financial and other re ports very carefully in future moths for unjustifiable espenee itese Be further recewneaded that all possible steps he taken in each Division to aiiaiaate naasoes- wry expenses wherever possible. GLD0Q8788 fhor* boiog no further inwinM* to coon boforoW* JHroeto***; iVoaf'feMfcw duly *a# oocenflod no vnonitoaoly carried, v m ofljotmiea. s _ -*4.