Directors' Meeting,
Lynchburg Glass Corporation -
July 20, 1923
This Board of Directors' Meeting was held immediately after the Stockholder's Organizational Meeting in which the corporate charter was approved. Page numbers reflect how the Minutes were originally organized for filing.
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 (some parts of the scan are distorted).
[Directors' Meeting]
The first meeting or the Board of Directors of the Lynchburg Glass Corporation was held in the directors' Room of the Chamber of Commerce in the Lynch Building, in the City of Lynchburg, Virginia, at 11:30 o'clock A. M. on the 20th day of July, l923.
There were present at the meeting the following directors:
C. M. Guggenheimer
R. C. Watts
D. H. Dillard
J. D. Owen
C. L. Snidow
N. D. Eller, and.
W. H. Loyd.
Waivers of notice of the meeting by all of the directors were produced and ordered to be filed.
C. L. Snidow was unanimously elected chairman of the meeting and presided, and W. H. Loyd, the secretary named in the charter, acted as secretary of the meeting, he being chosen for this position by the unanimous vote of the directors present.
Upon motion duly made and seconded and unanimously passed, the officers named in the certificate of incorporation were elected to serve until the date fixed by the by-laws for the first annual meeting of the stockholders, or until their successors are elected and qualify.
The salary of N. D. Eller, the president, was fixed at the rate of Forty Two Hundred Dollars ($4200.00) per annum, to be paid in monthly installments of Three Hundred and Fifty Dollars ($350.00) each. The salary of J. William Gaynor [sic], the vice president and general manager, was fixed at the rate of Fifty Two Hundred Dollars ($5200.00 ) per annum, to be paid in weekly installments of One Hundred Dollars ($100.00) each, or at the end of each month at the rate of One Hundred Dollars ($100.00) per week, as he may prefer. The salary of W. H. Loyd, the secretary and treasurer, was fixed at the rate of Twenty One Hundred Dollars ($2100.00) per annum, to be paid in monthly installments of One Hundred and Seventy Five Dollars ($175.00) each.
Upon motion duly made and seconded, the bond of the treasurer was fixed at Ten Thousand Dollars ($10,000.00), with some guaranty company as surety thereon, the bond and surety to be approved by the president and the premium upon the bond to be paid by the corporation.
Upon motion duly made and seconded, the following resolution was unanimously adopted:
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[p. 2] "RESOLVED, That a call of One Hundred Dollars ($100.00) per share be made upon all the subscriptions to the Common Stock of this corporation, and that such call shall be made payable at the principal office of the Company in the following installments: Fifty Dollars ($50.00) per share on the 25th day of July, 1923; Twenty Five Dollars ($25.00) per share on the 1st day of October, 1923, and Twenty Five Dollars ($25.00) per share on the 1st day of January, 1924, and the proper officers of the company are directed to issue certificates of stock to the subscribers when their subscriptions shall have been fully paid."
Upon motion duly made and seconded, the treasurer of the corporation was directed to deposit the funds of the corporation in the Peoples National Bank of Lynchburg and the First National Bank of Lynchburg, to be withdrawn therefrom upon the check of the treasurer countersigned by the president or vice president.
Upon motion duly made and seconded, the following resolution was unanimously adopted:
WHEREAS, John Victor, E. P. Miller and. E. E. Routh, Trustees, have offered to accept seven hundred (700) shares of the preferred stock of this corporation, of the par value of One Hundred Dollars ($100.00) each, and the sum of Fifteen Thousand Dollars ($15,000.00) in cash as the purchase price for the following property, to-wit:
(1) All that certain lot, tract or parcel of land. upon which is located the plant heretofore operated by the Lynchburg Glass Works, Incorporated, for the manufacture of glass and. for the conduct of its business generally, together with all and singular the buildings and improvements thereon and privileges and appurtenances thereunto belonging, including especially all rights of way appurtenant thereto, situate, lying and being in the City of Lynchburg, State of Virginia, on Fishing Creek, Hudson Street and on the northern side of and adjacent to the right of way of the Southern Railway Company and particularly described according to a plat and survey thereof made by C. L. DeMott, C. E., in May, 1918, and attached to and made a part of a deed from the Lynchburg Industrial Development Corporation to the Lynchburg Glass Works, Incorporated, bearing date of the 24th day of June, 1918, and of record in the Clerk's Of- [sic]
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[p. 3] office of the Corporation Court for the City of Lynchburg in Deed Book No. 114, at page 1, upon which plat the said parcel of ground is described as follows, to-wit:
Beginning at station (1) on the said plat a point 262.7 feet N. W. from the corner of the Shaner lot as indicated on the said plat, and, running thence with the south side of the said Hudson Street N. 62 1/2 W. 488.3 feet to (2); and thence S. 2 1/2 W. 122 feet to (3); and thence S. 10 W. 255 feet to (4); and thence S. 15 1/4 E. crossing Fishing Creek 296 feet to (5), a point in the north line of the right of way of the Southern Railway Company, and thence with the northern line of the right of way of the Southern Railway Company S. 62 1/2 E. 217.8 feet to (6); and, thence N. 21 0' E. 573.8 feet to (1), the point of beginning, containing 5.072 acres.
The conveyance of the foregoing parcel of ground is to be made subject, however, to the rights and easements reserved to the Lynchburg Industrial Development Corporation in the deed of the 24th day of June, 1918, from the said corporation to the Lynchburg Glass Works, Incorporated, it being the intention of the said John Victor, E. P. Miller and E. E. Routh, Trustees, to sell and to convey to the Lynchburg Glass Corporation the same identical parcel of ground, with all of the easements and rights of way granted. to the Lynchburg Glass Works, Incorporated, and subject to all of the rights and easements reserved to the Lynchburg Industrial Development Corporation by the said deed of the 24th day of June, 1918, from the said Lynchburg Industrial Development corporation to the said Lynchburg Glass Works, Incorporated, hereinbefore referred to.
(2) All of the furniture, fixtures, merchandise, manufactured product, raw material and other tangible personal property formerly belonging to the Lynchburg Glass Works, Incorporated, and conveyed to the said John Victor, E. P. Miller and E. E. Routh, Trustees, by N. D. Eller, Trustee for the Lynchburg Glass Works, Incorporated, by deed bearing date the 1st day of March, 1923.
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[p. 4] (3) All of the good will, franchises, trade rights, trade marks, brands, patents, inventions, formulae and recipes formerly belonging to the Lynchburg Glass Works, Incorporated, and conveyed to the aforesaid John Victor, E. P. Miller and E. E. Routh, Trustees, by N. D Eller, Trustee for the Lynchburg Glass Works, Incorporated, by the deed of the 1st day of March, 1923, hereinbefore referred to.
AND WHEREAS, it is necessary for this Board of Directors to determine the value of such property in current money of the United States of America, as well as to accept or reject the said offer:
NOW, THEREFORE, BE IT RESOLVED:
(1) That this Board of Directors, in the exercise of its best skill and judgment, hereby fixes and determines the value of the said property at the sum of Eighty Five Thousand Dollars $85,000.00), in current money of the United States of America; and
(2) That the said offer of the said John Victor, E. P. Miller and E. E. Routh, Trustees, be and the same is hereby accepted, and that seven hundred (700) shares of the preferred stock of this corporation, of the par value of One Hundred Dollars ($100.00) each, be forthwith issued to the said John Victor, E. P. Miller and E. E. Routh, Trustees, and the sum of Fifteen Thousand Dollars ($15,000.00) in cash be paid to them in full of the purchase price for the said property, upon the execution and delivery to this corporation by the said Trustees of a deed to the said property.
Upon the motion of R. C. Watts, duly seconded by J. D. Owen, it was decided to hold monthly meetings of the Board of Directors at 11 o’clock A. M. on the second Tuesday in each month, at the principal office of the corporation.
Upon the advice of Mr. H. M. Sackett, the attorney for the corporation, and upon motion duly made and seconded, the president was directed to employ counsel other than Mr. Sackett to examine the title to the property to be acquired from John Victor, E. P. Miller and E. E. Routh, Trustees, before taking title thereto.
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[p. 5] There being no further business before the meeting, it was adjourned.
_____________[signed: W. H. Loyd]_________
Secretary.
Approved:
____[signed: C. L. Snidow]______
Chairman.
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