Document zRM0JVpx5dZ6yeMwqe1V0zeg

minutes of Regular Meeting of the 3oard of directors of `-ational Lead Company held at 111 Broadway, Lev; York City, on Thursday, June 21, 1923, at ___10 o*clock A. M. Present: Mess.-s. Beale, Beschorman, Brodrick, Carpenter, Carter, Cornish, Croft, Dorsey, Field, ^cCarty, Rockwell, Sidford, Taylor and Thompson. Absent: Mr. Caselton. Present by invitation: Mr. E. T. Merrick. ,J-he minutes of the regular meeting held May 17, 1928, were read and duly approved. On separate motions the following resolutions were each unanimously adopted, the roll being called where the expenditure of money was involved. RESOLVED, that the following actions of the Executive Committee be and they hereby are approved. Approving ex penditure of $1705.00 by John T. Lewis 1 Bros. Co. for purchase and installation of one one-half ton crane and auxiliary equipment at its Philadelphia Plant. do $1500.00 by John T. newis & Bros. Co. for purchase and installation of wet screens for white lead water mills at its Philadelphia Plant. Appropriating $1151.40 for purchase of Buick coupe for salesman, St. ^ouis Branch. Authorizing the payment by National Lead & Oil Co. of Pa. of the sum of $8. a week for the aid and relief of the widow of Harry B. Bixler, a former employee carried on its Disabled Employees Account, from pril 5, 1928, to not later than May 25, 1930. Granting to Fred C. Meacham, former employee of the Atlantic Branch, the privilege of completing payment for four of the ten shares of Common Stock of the Company covered by his Employees Stock Purchase Contract effective January 1, 1927, and of receiving certificates for said four original shares and for the additional shares issued as a stock dividend thereon; and cancelling said contract as to the remaining shares subscribed for or accrued there under . 135 RESOLVED, that dealers purchasing white lead in oil or red lead in oil or dry white lead or oxides in kegs after this date be and they hereby are guaranteed protection until -'ovember 30, 1923, against loss by reason of any reduction in this Company's prices of said products which remain invtheir hands unsold at the date of such reduction. xiEaOLVED, upon recommendation of the Sales Committee, that hereafter no red lead shall be sold by this Company as painters' red lead which contains less than 85,1 true red lead. RESOLVED, upon recommendation of the Sales Committee, that hereafter dry red lead testing 97$ or more but lass than 23$ true red lead shall be sold at a premium of fji per pound, and dry red lead testing 38$ or more true red lead shall be sold at a premium of per pound, above the regularly established orices. WHEREAS,.pursuant to authorization by this Board at its meeting held November 17th, 1S27, this Company has acquired the properties and business at Milwaukee, Wisconsin, formerly operated under the name "Windsor Manufacturing Company" (said name being a trade name adopted by the former owner, an individual, or one of his predecessors), and has temporarily continued the operation of said properties and business under the same name, as a part of its Chicago Branch, and WHEREAS, in the judgment of this Board local trade conditions make it expedient and proper still further to con tinue the operations of said business under that name; be it RESOLVED, that the officers of the Company be and they hereby are authorized and directed to take such steps as may be necessary or expedient to regularize the conduct by this Company, under the name "Windsor Manufacturing Company", of the business at Milwaukee, 'Wisconsin, formerly conducted under that name anc recently acquired by this Company, and that Walter F. Marks be and he hereby is appointed to manage that business, under the general supervision and direction of the manager of the Chicago Branch; and be it furtlier RESOLVED, that Walter F. Marks be and he hereby is authorized and directed to open a bank account with Marshall & Ilsley Bank, of Milwaukee, Wisconsin, under the name and style Windsor Manufacturing Company", to handle the funds of this Company received and disbursed in connection with the business conducted by it under that name, and that said bank be and it hereby is authorized and directed to honor all checks against said bank account when signed in that name by Walter F. uiarks, Manager, or Charles E. Field, either one of them. 0000-NLI-000021784 \ RESOLVED, that for the purpose of securing greater efficiency and economy in the conduct of the business of this Company this Eoard hereby approves the acquisition by it of the following properties of subsidiary companies as at close of business June 30, 1928, including all real and personal property and accounts, except where otherwise specified, connected with the business conducted at and from the Drooerties named, at the values at which then carried on the books of said subsidiary companies exclusive of good will, and the direct operation by this Company in its own name, on and after that date, of the properties so acquired and the businesses connected there with: the plants of United Lend Company and of Hoyt metal Company at Maurer, N. J. and the warehouse of the United Lead Company at 61 'water St., hew York City - to be operated by the Atlantic Branch of the national Lead Company; the James Robertson Lead works of United Lead Company and the plant (other than real estate) of John T. Lewis & Bros. Company at Baltimore Lid. - to be reorganized and operated as the Baltimore Branch of national Lead Company; the plant of the United Lead Company at Cincinnati, Ohio - to be operated by the Cincinnati Branch of the national Lead Company; the Raymond Lead works and other real estate of United Lead Company and the plant of Hoyt Metal Company at Chicago, 111. - to be operated by the Chicago Branch of the national Lead Company; all the real estate of the United Lead Company at Granite City, 111. including that under lease to this Company and to Hoyt Metal Company; all the merchandise stocks and accounts of Hoyt Metal Company other than those located or originating within the territory of the St. Louis Branch of National Lead Company - to be taken over by the Eranch of National Lead Company serving the territory within which said stocks and accounts are located or originated, respectively; and all the assets of the E. *. Blatchford Company Branch of the United Lead Company - all properties of said Branch at Chicago, 111. or under the control of its Chicago Office, after transferring to the Chicago Branch of the National Lead Company all merchandise stocks at Chicago other than those of Base Account, to be reorganized and operated as E. V*. Blatchford Company (Chicago) Branch of National Lead Company, and all the properties of said Branch at New York or under the control of its New York Office, after transferring to Atlantic Branch of tne National Lead Company all merchandise stocks at New York other than those of Base Account, to be reorganized and operated as E. V<. Blatchford Company (new York) Branch of National Leah Company; and that the officers of the Company be anc they hereby are authorized and directed to take all such steps as may be necessary or proper in the premises. RESOLVED, that this Board approves the acquisition by John T. Lewis & ^ros. Company of all the assets of the United Lead Company, and the real estate of its subsidiary United Lead Company of Pennsylvania, situated at Philadelphia, Pa., including all personal property and accounts connected with the business conducted therefrom, as at close of business June 30, 1928, at the values at which then carried on the books of said respective companies, and the direct operation by said John T. Lewis & Bros. Company in its own name, on and after that date, of the properties so acquired and the business connected therewith. 0000-NLI-000021785 RESOLVED, that the properties and business at Baltimore, Ha., acquired or to be acquired by this Company from its sub sidiaries United Lead Company and John i. Lewis & Bros. Company, be and they hereby are organized and ordered operated on and after July 2, 1923, as the Baltimore Branch, of national Lead Company, and that C. E. McPhail be and he hereby is appointed Manager, C. a. Geatty, Assistant manager and Howard Myers Comptroller of said Eranch; that subject to limitations here tofore or hereafter established by resolution of this''Board or of its Executive Committee and to alteration from time to time by like resolution and subject to the general supervision and direction of the executive officers of the Company or of any special committee appointed for that purpose, said Manager shall have general charge of the properties and business of said Branch, with authority to purchase all materials and supplies, other than materials and supplies furnished through departments of the General Office of the Company, to employ such assistants and workmen and to fix and pay their salaries and wages, and to cause to be made and to pay for such ordinary repairs to said properties, as may from time to time be required for the proper management of the properties and business of said Branch, and to direct the sales of the products of said properties and to receive, deposit and disburse the proceeds thereof and to that end to endorse for deposit only all checks drawn to the order of this Company or of said Branch, to endorse for collection only ail notes or other like obligations received by said Branch in the regular course of business and to sign checks on the bank accounts of said Branch in the name of National Lead Company, Baltimore branch; that subject to like limitation, alteration, supervision and direction on the part of this Board, its Executive Committee or the executive officers of the Company said Assistant manager shall have the same powers and duties as the Manage^, in the latter's absence, and shall perform such other duties as the manager or the executive officers of the Company may from time to time designate; and that subject to like limitation, alteration supervision and direction on the part of this Board, its Executive Committee or the executive officers of the Company, and under the direction of the Manager, said Comptroller shall have charge and custody of the books and accounts of said Branch, with the same powers as the Manager for the endorsement of checks and notes, and shall perform such other duties as the Manager or the executive officers of the Company may from time to time designate; and be it further RESOLVED, that C. E. McPhail, manager of the Baltimore Branch of the Company, be and he hereby is authorized, empowered and directed to open a general bank account and a special payroll account with the National Marine Bank, of Baltimore, Md., in the name "National Lead Company, Baltimore Branch", and "National Lead Company, Baltimore Branch, Special Account", respectively, to deposit or cause to be deposited in said general account all funds from time to time received by said Baltimore Branch, and to deposit or cause to be deposited in said special account from time to time such sums as may be necessary for payroll purposes and for the maintenance of a minimum balance of $500.00; and that said National Marine Bank be and it hereby is authorized and directed to honor all checks drawn upon said general account when signed by any two of the following: C. E. McPhail, Manager, 0000-NLI-000021786 C. A. Geatty, Asst.'Manager, Howard layers. Comptroller and V,'. 3. Brewer, Cashier, and to honor all checks drawn upon said special account when signed by C. McRhail, manager, or C. A. Geatty, Assistant manager, either one of them. RESOLVED, that the properties and business of n. <>. Blatchford Company Branch of United Lead Company, at new York, Hew York, acquired or to be acquired by this Company be and they hereby are organized and ordered operated on and after July 2, 1923, as 3. . Blatchford Company (.Hew York) Branch of national Lead Company, and that J. J. Nickels be and he hereby is appointed Manager, and R. F. Xielich Comptroller of said Branch; that subject to limitations heretofore or hereafter established by resolution of this Board or of its Executive Committee and to alteration from time to time by like resolution and subject to the general supervision and direction of the executive officers of the Company or of any special committee appointed for that puroose, said Manager shall have general charge of the properties and business of said Branch, with authority to purchase all equipment and supplies, other than those furnished through departments of the General Office of the Company, to employ such assistants and workmen and to fix and pay their salaries and wages, and to cause to be made and to pay for such ordinary repairs, as may from time to time be required for the proper manage ment of the properties and business of said Branch, and to direct the sales of said Branch and to receive, deposit and disburse the pro ceeds thereof and to that end to endorse for deposit only all checks drawn to the order of this Company or of said Branch, to endorse for collection only all notes or other like obligations received by said Branch in the regular course of business and to sign checks on the bank account of said Branch in the name of National Lead Company, E. V. Blatchford Company (New York) Branch; and that subject to like limitation, alteration, supervision and direction on the part of this Board, its Executive Committee or the executive officers of the Company, and under the direction of the Manager, said Comptroller snail have charge and custody of the books and accounts of said Branch, with the same powers as the manager for the endorsement of checks and notes, and shall perform such other duties as the Manager or the executive officers of the Company may from time to time designate; and be it further RESOLVED, that J. . Nickels, Manager of E. V.. Blatchford Company (New York) Branch of the Company, be and he hereby is authorized, empowered and directed to open a bank account with American Exchange Irving Trust Company, Y*'oolworth Office, New York City, in the name "National Lead Company, E. to. Blatchford Company (.New York) Branch", and to deposit or cause to be deposited in said account all funds from time to time received by said Branch, and that said American Exchange Irving Trust Company be and it hereby is authorized and directed to honor all checks drawn upon said account when sighed by Evans mcCarty, Vice rresident, V.. C. Beschorman, Vice President, Charles Simon, Treasurer, or J. j. Nickels, Manager, any one of them, and countersigned by R. P. Kielich, Comptroller, or V.illiam Smith, Cashier, either one of them. 0000-NLI-000021787 o 13S RESOLVED, that the properties and business of E. W. Blatchford Company Branch of united -^ead Company at Chicago, Illinois, acquired or to be acquired by this Company be and they hereby are_organized and ordered operated on and after July 2, 1928, as m. VV. Blatchford Company (Chicago) Branch of National Lead Company, and that C. N. Risler be and he hereby is appointed manager, and W. E. Leraeris'e Comptroller of said Branch; that subject to limitations heretofore or hereafter established by resolution of this Board or of its Executive Committee and to alteration from time to time by like resolution and subject to the general supervision and direction of the executive officers of the Company or of any special committee appointed for that purpose, said manager shall have general 'charge of the properties and business of said tfrancl^ with authority to purchase all equipment and supplies, other than those furnished through departments of the General Office of the Company, to employ such assistants and workmen and to fix and pay their salaries and wages, and to cause to be made and to pay for such ordinary repairs, as may from time to time be required for the proper management of the properties andbusiness of said Branch, and to direct the sales of said Dranch and to receive, deposit and disburse the proceeds thereof ancL to that end to endorse for deposit only all checks drawn to the order of this Company or of said Branch, to endorse for collection only all notes or other like obligations received by said Branch in the regular course of business and to sign checks on the bank account of said Branch in the name of National Lead Company, E. V. Blatchford Company (Chicago) Branch; and that subject to like limitation, alter ation, supervision and direction on the part of this Board, its Executive Committee or the executive officers of the Company, and under the direction of the Manager, said Comptroller shall have charge and custody of the books and accounts of said Branch, with the same powers as the Manager for the endorsement of checks and notes, and shall perform such other duties as the Manager or the executive officers of the Company may from time to time designate; and be it further RESOLVED, that C. N. Msler, Manager of E. . Blatchford Company (Chicago) Branch of the Company be and he hereby is authorized, empowered and directed to open a bank account, with Illinois Merchants Trust Company, of Chicago, Illinois, in the name National Lead Company, E. W. Blatchford Company ( Chicago) Branch", and to deposit or cause to be deposited in said account all funds from time to time received by said Branch, and that said Illinois Merchants Trust Company be and it hereby is authorized and directed to honor all checks drawn upon said account when signed by Evans McCarty, Vice President, W. C. Beschorman, Vice President, Charles Simon, Treasurer, or C. N. Risler, Manager, any one of them, and countersigned by VV. E. Lemerise, Comptroller, or F. Vi. White, Cashier, either one of them. On motion the meeting then a Secretary. 0000-NLI-000021788