Director's Meeting,
Lynchburg Glass Corporation - December 27, 1924

These minutes were scanned, converted to text, and edited by Dennis Bratcher from original copies now in the Jones Memorial Library in Lynchburg, Virginia. The original minutes were typewritten. The text versions were converted to a screen font for ease of reading. As a result the exact formatting of the original has not been preserved. A scan of the original is below (parts of the scan are slightly distorted).

[Director's Meeting]

A meeting of the Board of Directors of the Lynchburg Glass Corporation was held in the Directors' Room of The Peoples National Bank of Lynchburg, corner Eighth and Main Streets, in the City of Lynchburg, Virginia, on Saturday the 27th day of December, 1924, at 11 o’clock A. M., which meeting was held pursuant to a waiver of notice of the meeting signed by all of the directors as follows:

"We, the undersigned directors of the Lynchburg Glass Corporation, do hereby waive formal notice of a meeting of the Board of Directors of the said corporation, to be held in the Directors' Room of The Peoples National Bank of Lynchburg, corner Eighth and Main Streets, in the City of Lynchburg, Virginia, on Saturday the 27th day of December, 1924, at 11 o'clock A. M., to consider a proposed amendment to the charter of the said corporation eliminating from Section IV of the charter of the said corporation the following language:

‘The said corporation shall have no authority to encumber any real estate owned by it except for the deferred payments of the purchase money for real estate purchased by the company until all of its preferred stock shall have been retired.’

and for the transaction of such other business as may be brought to the attention of the said board by the officers of the corporation.

We do hereby consent to action at the said meeting upon the said proposed amendment to the charter of the corporation and to the transaction of such other business as may be brought to the attention of the board by the officers of the corporation.

	(Signed)	N. D. Eller
	"	C. L. Snidow
	"	J. D. Owen
	"	John Victor
	"	W. H. Loyd
	"	R. C. Watts
	"	J. Wm. Gaynor
	"	D. H. Dillard
	"	C. N. Guggenheimer."

           

There were present at the meeting the following directors: N. D. Eller, John Victor, J. D. Owen, C. L. Snidow, R. C. Watts and W. H. Loyd.

Mr. N. D. Eller, the President of the company, presided and Mr. W. H. Loyd acted as Secretary.

[p. 2] The meeting having been regularly constituted the following resolution offered by Mr. John Victor and duly seconded by Mr. J. D. Owen was unanimously adopted:

"RESOLVED, that it is advisable that the charter of this corporation be so amended as to eliminate from Section IV of the charter the following language:

'The said corporation shall have no authority to encumber any real estate owned by it, except for the deferred payments of the purchase money for real estate purchased by the company until all of its preferred stock shall have been retired.'

To the end that the said Section IV of the charter when so amended shall read as follows:

'The maximum amount of the capital stock of the corporation is to be Three Hundred Thousand Dollars ($300,000.00), and the minimum amount is to be One Hundred and Fifty Thousand Dollars (l50,000.00), divided into shares of the par value of One Hundred Dollars ($100.00) each, of which Seventy Thousand Dollars ($70,000.00) may be preferred stock, to be preferred both as to assets and dividends. The preferred stock shall be entitled to dividends at the rate of seven per cent per annum prior to the payment of any dividends upon the common stock, and such dividends upon the preferred stock shall be cmulative [sic] and payable on January 1st and July lst in each year. If a dividend of more than seven per cent upon the common stock shall be paid by the said corporation during any calendar year, then the holders of the preferred stock shall be entitled to a like increase in the dividend upon the preferred stock over and above the seven per cent herein provided for, provided, however, that the dividend upon the preferred stock shall in no event exceed ten per cent for any one year. The preferred stock shall have no voting power in the stockholders meetings, except in the event of the failure of the corporation to pay dividends thereon for a period of two years, after which time and until the payment of dividends thereon shall have been resumed, the holders of the preferred stock shall have the same voting powers in the stockholders meetings as the holders of the common stock. The preferred stock shall be subject to call at $110.00 per share by the Board of Directors upon sixty days' notice before any dividend paying period after three years from the date of its issue.'

and

[p. 3] RESOLVED FURTHER that a meeting of the stockholders of this corporation be called to be held in the Directors' Room of the Chamber of Commerce in the Lynch Building, corner of Ninth and Main Streets, in the City of Lynchburg, Virginia, on Thursday the 8th day of January, 1925, at 11 o’clock A. M., to take action upon the said proposed amendment to the charter of the corporation; and

RESOLVED FURTHER that the Secretary of this corporation be, and he is hereby authorized and directed to give to each of the stockholders of record notice in writing of the said meeting by serving the same on them personally or by mailing it to their last named address as furnished by them to the officers of the corporation, at least ten days prior to such meeting and in such notice shall be stated the time and place of the meeting and its object; and

RESOLVED FURTHER that the President of this corporation be, and he is hereby authorized and directed to have prepared and executed by the holders of the preferred stock of the corporation an instrument in writing consenting to the aforesaid proposed amendment to the charter of the corporation."

There being no further business to be transacted the meeting was adjourned.

____________[signed: W H Loyd]______Secretary.

Approved:

                                    [handwritten: Presd]

_________[signed: N D Eller]________Chairman.