6. Record of first shareholders' meeting (November 8, 1940) for purpose of adopting regulations, electing a board of directors, and other business. At the meeting a code of regulation for the government of the shareholders was adopted. The four incorporators (the only shareholders) were elected directors. 7. Record of proceedings of directors. (a) Waiver of notice of first meeting. (b) Record of first meeting (November 8, 1940), at which William S. Jack was elected chairman and Ralph M. Heintz, secretary, and at which a code of bylaws for the directors was adopted. The following persons were elected as officers: William S. Jack, president; William R. Jack, vice president and treasurer; Ralph M. Heintz, vice president and secretary; C. L. Jack, vice president. (c) Waiver of notice of second meeting of board of directors. (d) Record of second meeting of board of directors (November 15, 1940), at which the following salary schedule was adopted: William S. Jack, president Ralph M. Heintz, vice president and secretary C. L. Jack, vice president.--. (e) Waiver of notice of special meeting of stockholders. $25,000 25,000 10, 000 10, 000 (f) Record of special meeting of stockholders (December 4, 1940), amending the code of regulations to give the board of directors power to name the officer or officers required to sign checks. (g) Waiver of notice of special meeting of board of directors. (h) Record of special meeting of board of directors (December 5, 1940), at which George W. Jack was constituted attorney in fact for the corporation to execute instrument evidencing changes already agreed to in contracts with the United States Government. (i) Waiver of notice of special meeting of board of directors. (j) Record of special meeting of board of directors (December 11, 1940), at which it was agreed to pay to each employee a Christmas bonus of $100, a watch, and some fruits and nuts, with $15,000 as the limit of expenditures. (k) Waiver of notice of special meeting of board of directors. (1) Record of special meeting of board of directors (January 4, 1941), authorizing the president to agree to purchase all of the stock of the K-W Ignition Corporation for $100,000, upon covenant by the owner thereof to transfer the stock and to procure from the K-W Realty Corporation a lease to Jack & Heintz, Inc., of the building and land occupied by the K-W Ignition Corporation, and other minor convenants. The directors also authorized and directed the secretary of Jack & Heintz, Inc., to issue stock certificates to the stockholders. (m) Record of special meeting of board of directors (March 1, 1941) authorizing the president to enter into contracts with the Defense Plant Corporation. (n) Waiver of notice of special meeting of board of directors. (0) Record of special meeting of board of directors (April 15, 1941) authorizing the president to enter into additional contract with the Defense Plant Corporation. (p) Waiver of notice of special meeting of board of directors. (q) Record of special meeting of board of directors (May 2, 1941) at which the officers of Jack & Heintz, Inc., or any of them, were empowered to execute for the corporation certificates of disbursements required by the Defense Plant Corporation. (r) Certified copy of resolution to open an account with the Union Bank of Commerce. (s) Waiver of notice of special meeting of board of directors. (t) Record of special meeting of board of directors (June 16, 1941) at which the following salary schedule was adopted: Wm. S. Jack, president... Ralph M. Heintz, executive vice president and secretary. C. L. Jack, vice president..- Wm. R. Jack, vice president and treasurer. all to be retroactive to November 15, 1940. $50, 000 50,000 22, 600 22, 600 It was also voted to pay a bonus of 5 percent of the monthly pay roll, to be divided equally among all employees who had been with the company 90 days or longer. (u) Waiver of notice of special meeting of board of directors. 70533-42- (v) Record of special meeting of board of directors (August 5, 1941) at which the president was authorized and directed to negotiate with the Defense Plant Corporation and to enter into a contract to provide for increased costs of construction and equipment. (w) Waiver of notice of special meeting of board of directors. (x) Record of special meeting of board of directors (September 2, 1941) ratifying action of William S. Jack and Ralph M. Heintz in amending the agreement with Defense Plant Corporation. (y) Waiver of notice of special meeting of board of directors. (z) Record of special meeting of board of directors (October 1, 1941), at which the resignation of C. L. Jack as vice president and as director of Jack & Heintz was accepted as of September 30, 1941. (aa) Certified copy of resolution of deposit with Union Bank of Commerce, authorizing bank to make payments on orders bearing signatures of named persons. (bb) Waiver of notice of special meeting of board of directors. (cc) Record of special meeting of board of directors (December 9, 1941) at which the president was authorized to seek and to enter into an agreement with the Defense Plant Corporation to increase the facilities to be constructed. (dd) Waiver of notice of special meeting of board of directors. (ee) Record of special meeting of the board of directors (December 23, 1941) at which the action of William S. Jack and Ralph M. Heintz in securing an increase in the Defense Plant Corporation contract was ratified. The following are nowhere mentioned in the minutes: 1. Increase in officers' salaries to $100,000 for the president, secretary, and treasurer. 2. Authorization for the payment of any special bonuses during 1941, or for the payment of Christmas bonuses in 1941. 3. Authorization for the gift of watches, food, and fruit to employees for Christmas, 1941. The total spent was $39,637.53 Pay to the order of William R. Jack, exactly $87,075.04. JACK & HEINTZ, INC., E. S. BENEDICT, Endorsed on back: Wm R. Jack; for deposit only. William S. Jack. Pay to the order of William S. Jack, exactly $33,354.23. Endorsed on back: For deposit only. Wm S. Jack. JACK & HEINTZ. INC. WM. S. JACK, JACK & HEINTZ, Inc.; Endorsed on back by William S. Jack and William R. Jack. Pay to the order of George Jack, exactly $18,004.22. JACK & HEINTZ, INC., Endorsed on back by George Jack. JACK & HEINTZ, INC. No. 7816 (JAHCO) VERBAL ORDERS DON'T GO-WRITE IT To: D. A. LAKE. OCTOBER 13, 1941. Subject: Cash advance to E. Scott Benedict. Check payable to E. Scott Benedict for $8,500, charge 7-18. JACK & HEINTZ, INC (JAHCO) No. 3313 CLEVELAND, OHIO, October 11, 1942. Pay to order of E. Scott Benedict. Vo. 5236. Union Bank of Commerce 6-15, Cleveland, Ohio. |