Lynchburg Glass Corporation -
January 8, 1925
The purpose of this specially called Stockholders' meeting was to approve a change in the corporate charter, deleting a paragraph that prohibited a mortgage on the plant facilities.
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.
A meeting of the stockholders' of the Lynchburg Glass Corporation was held in the Directors' Room of the Chamber of Commerce, in the Lynch Building, at the corner of Main and Ninth Streets, in the City of Lynchburg, Virginia, on Thursday the 8th day of January, 1925, at 11 o’clock A. M., pursuant to a call by the Board of Directors, to take action upon a proposed amendment to the charter of the said corporation eliminating from Section IV of the said 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."
Notice in writing of this meeting had been given to each of the stockholders of record by mailing it to their last known Post Office address as furnished by them to the officers of the corporation at least ten days prior to the meeting and in which notice there was stated the time and place of the meeting and its object.
Upon motion duly seconded John Victor was unanimously elected Chairman of the meeting and W. H. Loyd Secretary. The chairman appointed J. D. Owen and W. H. Loyd a committee on proxies and this committee reported the holders of 1115 shares of the common stock of the corporation present in person and 120 shares represented by proxies, making a total of 1235 shares of the 1500 shares of the common stock of the corporation, this being the only class of stock having voting power, present or represented at the meeting.
The following resolution was offered by J. D. Owen, duly seconded by C. M. Guggenheimer, and unanimously adopted, the entire 1235 shares present in person or represented at the meeting voting in favor thereof:
"RESOLVD, 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 ($150,000.00), divided into shares of the par value of One Hundred
[p. 2] 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 cumulative and payable on January 1st and July 1st 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.'
There being no further business the meeting was adjourned.
_______[signed: W H Loyd]_______
_____[signed: John Victor]______