Tobacco Documents Online

22 March 10th, 19201. A regular meeting of' the Board o f' Directors of P'.Lorillard Company, wais held' this d'ay at the office of the Company, 119 17est 40th Street, New York City, New York. There: were present Messrs: T. R. B. D. G. H. G. W. Jr. K. L. Hi. H. H. M. B. Maloney Smith Belt B'al l Kummel. H'arriss WilJliams Rhett Onimotion duly mad'e and secondediMr. Maloney was called to the Chair and Mr. Rhett was requested to act as Secretary of theirneeting. The Secretary laid, bef'orre the Board the mirnates of' the Annual Meeting, of the: Stockholders of the Company, hel;d March 9thi, 1920, showing, the election of the folloRing, Directors for the term of one year: Thomas J. Maloney D. H. Ball B. L. Belt. E. C' . B'oykin J. Ni. Dart H~~. -Ii'~. Harriss~ G. H. Hummel W. B. Rhett R. K. Smith T1. G. Smith G. M'i. Williams. On motion duly made:and~seconded, it was RESOLVED : That this Board proceed to the election of ofi'icersf of the Company for the ensuing year. On motion of Mr. BeSt,1 seconded by Mr. Bumtnel, Mr: Thomas J. Maloney wasurianimously elected President. On, motion: of Mr. Hummel, seconded by Mr. Be]it, Mr. R. K. Smith was elected Vice-President, all voting in favor thereof ex- cept ~ Mr. Smith1vrh~o~~ did not vote~.~~ 8$11477&

231 On motion of' Mr. B~all,, seconded+ by bfir.Smith~,, Mr. B,. L. Belt, was elected Vice-President, all voting;i'n favor thereof except Mr. Belt whoo did not vote. Gn, motion of' Mr.Smith,second~ed byfitir. Ball, Mr.G. R.Htxrrune~l, was~ elected V3ice-PresI'dent, all voting; i~n favor t~hereo f' except Mr. Hummel wh~od'id not vote. On motion of hir., Harriss, seconded by Pfr. Belt, Mr. D. Hi. Ball was elected Vice-President, all voting,in favor thereof ex- cept Mr. Ball who did not vote. On motioniof' Mr. Belt, seconded by Mr. Smith, Mr. H. H. Harri.ss was elected Vice-Presidant, all voting in favor thereof except Mr. Harriss who diCl not vote. On Motion of Mr. Belt, seconded by Mr. Harriss, Mr. W. B. Rhett was elected Secretary and Treasurer, all voting in favori thereof' except Mr. Rhett wiio didt not vote. On motion of Btr. Hummel, seconded by Mr. Belt, Mr. G. T'. Minnigerode~, wa~siunanimously elected Assis~tantSecretaryand Assistant Treasurer. The PresidantappointedMr. Vt. B. Leonard, Auditor, and, Messrs. Sidney Kelly and George H. SmII.th:, Assistant Auditcars. On motion of Mr. Ball, seconded by Mr. Hummel, it was FtESOLVE+Di: Pursuant to a resolution adopted by the Stock- hoLders; of this Company at their Annual Meeting held Tuesday,March9th, 19:2t7!, authoriz:ing the- Board to sel l 40,411 shares: of the unissued Common Stock of this Company pro rata to the holders of, the Common, Stock,, and 20,2!11.4 shares of' the unissued Common Stock of'this C'ornpany to such persons as were then or might there- after be connected with the management and operation of this Company, that said 60,622.4 shares be issued out of' the unissued Com~ntan Stock of this Company and that 40,4!11 of said shares be off6$ed! to the holders of' the Common Stock of this Company of record at the close:of ' busi'nesson Thursday, April ist, 1920, for subspription at par ini proportion to theS,r, holdings of record of' ~~~. Gomxiiors~"Stock at .suc3i close of business.upon the terms of this I reaol.u;tion,. 1Narrants shall be issued to such Common St"kholders repre,s~enting. the number of' whole and fractional shares toa" Which . I they3,a~re respectively entitled toisubscribe, which warrants shall ; ,,Sq~PJect tcn~ all the terms o~r ~ th~is~ resolution and, t~ransferab~l,e~ be by.proper assignment. Subsc~ript"i~ons,shall be~ ma~de~~ by the ' ~ surr6lQder of warrants for whole shares and/or of warrants fbr fractYanall share~saggregating a, whole~~ share~ o~r~~ rnult~iple: thereof, each properly endorsed for subscription, to the New York Trust C~ompany,, 26 ' Broad S'treet,~ New York C~ity~,~ N~., Y., prior to~ twelve 68110"T7'9

24 o"c]!ock noon, of Saturday, May lst, 1920,,accompanied by payment I in full for such shares in New York funds, at the rate of'b100' per. share. No subscriptionifor a fraction of a share shall be I received, but if the warrants surrendered include a fractiorn in excess of' one whole share or a multiple thereof, a new warrant for the excess fraction shall be issued. All rights to subscribe to ; this issue of Common Stock shall expire by limitation at twelve o' clock noon of Saturday, May lst, 1920, after which time all h warrants evidencing such rights, whether for whole or fractional 1I ' shares, shall be void and of no value, and such of said 40,411 shares as may not have been both subscribed and paid for by said stockholders as af'oresaid prior to said' time may be sold by this Board to any other person or persons, at such time or times, at such pric~e!orprices(butno~t lesis,tha!n the par value, thereof), and in such mannerr as this Board may determine. All subscriptions and assignments of warrants shall constitute an assent to, and acceptance:of all the terms of this resolution and of' tresai'd resolution adopted by the Stockholders. The proper officers of this Company are hereby authori'zediand directed to do all such acts and things als may be found necessary or des3rable to fully per- form and carry out this resolution, including the listing of 60,622.4 shares of the C'omnon Stock of' this Cornpany, and saidd rights to, subscribe on the New York Stock Exchange, and the. issuance of'certificates evidencing the shares of stock subscribed and paid for In accordance with the terms of' this resolution, whichisaid shares of stock shall be entityed to participate in all dividends thereafter declared and paid onithe Common Stock of this C ompany. 011, motion of~ hYr~.~ FTuanmel, seconded by ~ Mr. S~anith~,~ it was~~ RESOLVED: That application be made to the rl'ewYorl: Stock Exchange for listing of Sixty Thousand Six'Htandred Twenty-Two and fo ur tenths ( 60,62;e-4/'l0ths ) additional shares of the Common Stock of P. Lorillard Company,, and! that Wm. B. Rhett, Secretary and. Treasurer of the Company, be designated by the Company to appeair before the Committee on Stock Listing of said Exchange, with authority to make such changes in said application or agreement in regard thereto as may be necessary to confoi^n to the require- ments for listing. J~ On motion of' Mr. Fumnel, seconded by Mr. Ball, it lVas RESOLUliD: That the action of the Treasurer, of' the Company, in borrowing for and on behalf' of the Company, on Harch 8tk,, 1920,, the sum of T.wo Million Dollars ($2,0'00,000.00)1, from The Chalse N'ational Bank of New York, payable in ninety days, with interestt at the rate of six per cent. per annum, be, and'it hereby is, in all respects approved, ratified and confirmed. $8'110780

25'. On motion of' Mr. HumMel, seconded by Mr. B~elt, the action of the Cigarette Department of'the Company, with the:approval of' j1fr. D. H. Ball, Vice-President, in empl.oying the following, sales- men, effective r'larch lst, 19201., was in all respects approved, ratified and confirmed: Mr. ?1. 0. Putnam, Jr. at a salary of $25.00 per week ru C'i L Buckle •+ ~r If ,r 25 00 rr ,~ r' . L. . W. y, Scheffler, rI ~r n n . 25.00' rt n On motion of' Mr. Ball, seconded by Mr. Belt, the action of the proper officers of the Company, in increasing,the salary of' Mr. J. Darling, at the Marion Branch, from $,22'.00' to $24.00 per vreek, effective n4arch lst,, 1920, was in all respects approved, ratified and confirmed. On motion of Mr. Hurrnel, seconde i bg Mr. Harriss, it was RESOLVED: That the acti'on of'the proper officers of the Company in authorizing advertising expenditures, as shown below, be, and' it hereby is, approved, ratified and confirnedl: March 3rd, 192019 , Cowen Estimate No. 860, for advertising "HETAV.R" I! Cigarettes in various publicai,ions, at a cost of' ~r6, 373 . 47 . March eth, 1920, Cowen Estimate No. 860-A, for advertising; "tWLhlwR"I Cigarettes in the "New York Tribune'r', at a*cost o f' 19 0' . 55I . Onimoti~on duly~ma~de~~and seconded the~ meeting,,vras~~s adj'oaxrned to Friday, March l2th,, 19201. Se~cre~tary.~