Stockholders' Organizational Meeting,
Lynchburg Glass Corporation - July 20, 1923

This was the first organizational meeting of the stockholders of the company held to approve the corporate charter. It includes a list of the subscribers to Common Stock, the only elgible voting members of the meeting. Page numbers reflect how the Minutes were originally organized for filing. The embossed seal on the first page is not part of the original document; it is the seal of the Jones Memorial Library in Lynchburg, VA., where the originals are kept.

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).

SUBSCRIBERS TO COMMON STOCK OF LYNCHBURG GLASS CORPORATION.

July 20th, 1923.
----------------------

-1-

[p. 2] The initial meeting of the subscribers to the stock 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 o’clock A.M., the 20th day o[f] July, 1923, which said meeting was held pursuant to a waiver o[f] notice signed by all of the incorporators and all of the subscribers to the stock of the corporation, as follows:

"We, the undersigned incorporators of and subscribers to the capital stock of LYNCHBURG GLASS CORPORATION, do hereby waive formal notice of the initial or organization meeting of the subscribers to the capital stock of the said corporation, to be held. in the Directors' Room of the Chamber of Commerce, in the Lynch Building, in the City of Lynchburg, Virginia, at 11 o'clock A. M., on the 20th day of July, 1923, and do hereby consent to the transaction of such business as may come before the said meeting or any adjournments thereof.”

There were present in person at the meeting the three incorporators, Messrs. W. W. Dickerson, N. D. Eller and W. H. Loyd, and the following subscribers to the stock:

-2-

[p. 3] The following subscribers to the stock were represented by proxies:

On motion duly made and seconded, W. J. D. Bell was unanimously elected chairman and W. H. Loyd secretary of the meeting.

The chairman reported that a charter had been granted to the corporation by the State Corporation Commission of the State of Virginia, on the 16th day of July, 1923; that a copy thereof had been lodged in the office of the Secretary of the Commonwealth; that the minimum amount of the capital stock had been subscribed; that all of the subscribers to the stock were present or represented at the meeting, and that the corporation was ready to organize and transact business. A copy of the charter was presented and on motion duly made and seconded was unanimously accepted and ordered to be spread upon the minutes as follows:

-3-

[p. 4]

CERTIFICATE OF INCORPORATION OF
LYNCHBURG GLASS CORPORATION

***********

THIS IS TO CERTIFY that the undersigned do associate themselves to establish a corporation under and by virtue of and in accordance with the provisions of chapters 146, 147 and 148 of the Code of Virginia (1919), for the purposes and under the corporate name hereinafter set out, and to this end, they do by this their certificate set forth the following:

-I-

The name of the corporation is to be LYNCHBURG GLASS CORPORATION.

-II-

The principal office in this state is to be located in the City of Lynchburg.

-III-

The purposes for which the corporation is formed are:

(a)    To manufacture glass containers, glass ware, sheet glass, plate glass and window glass, and any and all articles in the manufacture of which glass is used.

(b)    To acquire or lease, occupy, use or develop any lands containing sand, coal or any of the raw materials or ingredients used in the manufacture of glass.

(c)    To mine or otherwise extract or remove sand, coa[l], ore, stone and other minerals and timber from any lands owned, acquired, leased or occupied by the corporation, or from any other lands.

(d) To buy and sell or otherwise to deal or to traffic in glass containers, glass ware, sheet glass, plate glass or window glass, sand, coal, ore, stone and other minerals and lumber and other materials and any of the products thereof and any articles consisting or partly consisting thereof.

-4-

[p. 5] (e)    To engage in any other manufacturing, mining or mercantile business of any kind or character whatsoever incidental to its other purposes, and to that end to acquire and. dispose of any and. all property, assets, stocks, bonds and rights of any and every kind; but not to engage in any business hereunder which shall require the exercise of the right of eminent domain within the State of Virginia.

(f)    To construct buildings, machinery and other equipment, water works, gas works and electric works, and to sell the same or otherwise to dispose thereof, or to maintain and, operate the same for its own private purposes, but not for public service.

(g)    To apply for, obtain, register, purchase, lease or otherwise to acquire and to hold, use or operate, and to introduce and to sell, assign or otherwise to dispose of any trade marks, trade names, patents, inventions, improvements and processes used in connection with or secured under letters patent of the United States or elsewhere or otherwise; and to use, exercise, develoe [sic], grant licenses in respect to, or otherwise to turn to account, any such trade marks, patents, licenses, processes and the like, or any such property or rights.

(h)    To acquire by purchase, subscription or otherwise and to hold or to dispose of stocks, bonds or any other obligations of other corporations.

(i)    To do everything incident to or necessary for the manufacture, purchase or sale of glass containers, glass ware, sheet glass, plate glass, or window glass, and the mining and developing of any lands containing sand, coal or other raw materials or ingredients used in the manufacture of the foregoing articles, and to do any and all things necessary for the conduct of the manufacturing, mining and mercantile business conducted in connection therewith, in so far as the same shall not be in conflict with the provisions of this charter, the laws of the State of Virginia or the laws of the United States.

-IV-

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. 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

-5-

[p. 6]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. 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.

-V-

The period for the duration of the corporation is unlimited.

-VI-

The names and residences of the officers and directors, who unless sooner changed by the stockholders, are for the first year to manage the affairs of the corporation, are as follows;

OFFICERS

-6-

[p. 7]

DIRECTORS

-VII-

The amount of real estate to be held by the said corporation at any time is not to exceed ten thousand acres.

WITNESS our hands and seals this the 12th day of July, 1923:

Upon motion duly made and seconded the following by-laws were unanimously adopted for the regulation of the affairs of the corporation and ordered to be spread upon the minutes of the meeting:

BY-LAWS

ARTICLE I - STOCK

(1)    Certificates for the stock shall be issued in numerical order from the stock certificate books. They shall be signed by the president and the company's seal shall be affixed thereto and attested by the secretary. A record of each certificate shall be kept on the stub thereof.

(2)    Transfer of stock shall be made only upon the books of the corporation and before a new certificate is issued the old certificate must be surrendered for cancellation and marked cancelled with the date of cancellation by the secretary. The stock books of the corporation shall be closed for transfers five days before general elections and dividend days.

-7-

[p. 8]

ARTICLE II - STOCKHOLDERS

(1)    The annual meetings of the stockholders of this corporation shall be held, at the principal office of the corporation in the City of Lynchburg, Virginia, or at suchother place in the City of Lynchburg, Virginia, as the Board of Directors may designate, at 11 o’clock A. M., on the third Friday after the first Monday in January of each year, if not a legal holiday, and if a legal holiday, then the day following.

(2)    Special meetings of the stockholders may be held at the principal office of the corporation from time to time, upon the call of the Board of Directors or of stockholders holding together at least one-tenth of the capital stock.

(3)    Notice of stockholders’ meetings, written or printed, for every regular or special meeting of the stockholders shall be prepared and mailed to the last known Post Office address of each stockholder having voting power, not less than ten days before any such meeting, and if for a special meeting such notice shall state the object or objects thereof. Any stockholder may, however, waive in writing the notice of a stockholders meeting, provided for in this section.

(4)    A quorum at any meeting of the stockholders shall consist of a majority of the stock of the corporation entitled to vote in the stockholders meetings, represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting, unless otherwise provided by law.

(5)    The order of business at the annual meetings and as far as possible at all other meetings of the stockholders shall be

(a)    Calling of roll.

(b)    Proof of due notice of meeting, or production of waivers of notice.

(c)    Appointment and report of committee on proxies.

(d)    Reading of minutes of previous meeting and action thereon.

(e)    Annual report of officers and committees.

(f)    Election of directors.

(g)    Unfinished business.

(h)    New business.

(i)    Adjournment.

-8-

[p. 9]

ARTICLE III - DIRECTORS.

(1)    There shall be a board of nine directors who shall be stockholders and shall be elected annually by the stockholders for the term of one year, and shall serve until the election and. acceptance of their duly qualified successors.

(2)    Meetings of the Board of Directors shall be held at the principal office of the corporation in the City of Lynchburg, Virginia, or at such other place as the Directors may designate, and may be called at any time by the president or any three of the members of the board. The Board of Directors may by general resolution provide for regular and periodical meetings of the board at such time and place in the City of Lynchburg as it may deem best.

(3)    A quorum at any meeting shall consist of the majority of the entire membership of the board.

(4)    Officers of the company, including the president, shall be elected by the Board of Directors at its first meeting after the election of the directors by the stockholders each year. If any vacancy in the board shall occur during the year, or if any office provided for by these by-laws shall become vacant during the year, the Board of Directors shall fill such vacancy for the unexpired term. The Board of Directors shall fix the compensation of the officers and the agents of the company.

(5)    The order of business at any regular or special meeting of the directors shall be -

(a) Reading of minutes of previous meeting and action thereon.

(b) Report of officers and committees.

(c) Unfinished business.

(d) New business.

(e) Adjournment.

ATICLE IV - EXECUTIVE COMMITTEE

The Board of Directors may by a general resolution provide for an executive committee to be constituted of three of their number, including the president, which said executive committee of three shall exercise such powers as may be conferred upon them by the Board of Directors. The members of this executive committee shall from time to time be named by the board, with the proviso that the president of the corporation shall at all times be a

-9-

[p. 10] member of this committee.

ARTICLE V - OFFICERS

(1)    The officers of the corporation shall be, a president, a vice president, a secretary and a treasurer, who shall be elected for one year and shall hold office until their successors are elected, and qualify. The positions of president and treasurer or secretary and treasurer may be united in one person.

(2)    The president shall preside at all meetings, shall have general supervision of the affairs of the corporation, shall sign all certificates of stock and sign or countersign all contracts and other instruments of the corporation, and shall countersign all checks; shall make reports to the directors and stockholders and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors. In the absence or disability of the president the vice president shall exercise all his functions.

(3)    The secretary shall issue notices for all meetings, shall keep the minutes, shall have charge of the seal and the corporate books, shall sign with the president such instruments as require such signature and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors.

(4)    The treasurer shall have the custody of all the funds and securities of the corporation and deposit the same in the name of the corporation in such bank or banks as the directors may direct; he shall sign all checks and orders for the payment of money, and he shall pay out and dispose of the same under the direction of the president.

ARTICLE VI - DIVIDENDS

Dividends shall be declared from the net profits at such time as the Board of Directors shall deem it prudent to do so, but no dividend shall be declared out of, or that will diminish the capital of the corporation,

ARTICLE VII - SEAL

The corporate seal of the corporation shall consist of two concentric circles, between which are the words "Lynchburg Glass Corporation," and in the centre of which shall be inscribed the word and figures “Incorporated, 1923."

- 10 -

[p. 11]

ARTICLE VIII - AMENDMENTS.

These by-laws may be amended, repealed or altered, in whole or in part by a majority vote of the entire outstanding stock of the corporation having voting power at any regular meeting of the stockholders, or at any special meeting, where such action has been announced in the call and notice of such meeting.

Upon motion duly made and seconded the directors named in the charter were unanimously elected directors of the corporation until the date fixed by the by-laws for the first annual meeting of the stockholders, or until the election and acceptance of their duly qualified successors.

No further business being presented, the minutes were fully approved and signed by each of the three incorporators who was present in person and approved by the chairman and secretary, and the meeting was adjourned.

_________[signed:  N. D. Eller]_____________

_________[signed: W. H. Loyd]_____________

_______[signed: W. W. Dickerson]__________
[signed: N. D. Eller proxy]  

_________[signed:  W. H. Loyd]____________
Secretary

Approved:

____________________________
                                     Chairman.

-11-