First meeting of the Board of
Directors of J. Wiss & Sons Co. held
immediately after the adjournment
of the first stockholders meeting at
the same place.

Present, Frederick C.J. Wiss,
Louis T. Wiss and Albert St. Peal,
being all of the directors.

Mr. Frederick C.J. Wiss was
chosen temporary President and Mr.
Louis T. Wiss temporary Secretary.

On motion of Mr. Peal it was
resolved to proceed to the election of
officers of the corporation, and the following
gentleman ever anonymously elected.

President, Frederick C.J. Wiss.
Secretary, Louis T. Wiss.
Treasurer, Frederick C.J. Wiss.

Mr. Peal offered the following
resolution which was duly recorded
and adopted.

Whereas Frederick C.J. Wiss
and Louis T. Wiss are the owners of
a certain shear manufacturing plant
located on Littleton Avenue in the
City of Newark in the County of Essex
and State of New Jersey, lately acquired
by them from Peter Alexander, Trustee
in bankruptcy of the National Shear
Company.

And whereas the said Frederick
C.J. Wiss and Louis T. Wiss had
offered to sell the said shear plant,
with all the property, seal and personal
connected therewith, as acquired by
them from the said Peter Alexander,
Trustee as aforesaid, to this corporation
for the sum of $199,000, payable in 1990
shares of the capital stock of the
corporation of the per value of $100.00
each.

And whereas, the property so
offered is in the judgement of this
Board of Directors worth the purchased,
and it is advantageous to this
corporation to acquire said property
and to accept said offer.

Therefore, Be it resolved, that
this corporation do purchase from
Frederick C.J. Wiss and Louis T. Wiss
the shear manufacturing plant in
the recital hereof referred to, and all
the real and personal property appertaining
thereto, as acquired by the
said Frederick C.J. Wiss and Louis
T. Wiss from Peter Alexander, Trustee
in bankruptcy of the National Shear
Company, for the sum of $199,000, payable
in 1990 changes of the capital stock of
this corporation of the per value of one
hundred dollars each and the officers
of this corporation are hereby authorized
on the execution and delivery to this
corporation, by the said Frederick C.J.
Wiss and Louis T. Wiss of proper
deeds of conveyance of said real and
personal property comprising said Shear
plant, the shares of stock accordingly
995 shares to Frederick C.J. Wiss
and 995 shares to Louis T. Wiss, and to
do all things necessary convenient or
proper to the acceptance of the said
offer, and the acquisition of the
property referred to.

The Security and Treasurer were
authorized to procure the necessary
books of account, seal, stationery 
for the corporation.

The National Newark Banking
Company was selected as the bank of
deposit for the corporation, and the
Treasurer was instructed to open an 
account in the name of the corporation
in that bank.

The principal offer of the, corporation
within this state, was fixed
at nos. 15 to 33 Littleton Avenue in
the City of Newark, County of Essex,
and State of New Jersey, and Mr.
Frederick C.J. Wiss was designated
as the agent in change thereof.

Mr. John R. Hardin was appointed
attorney and counsel to the
corporation.

Mr. Hardin was instructed to
at once prepare all necessary papers
and certificates needed in the acquisition
of the property purchased by the
corporation and necessary to be filed
in the officer of the Secretary of
State or else where.

The proper officers were instructed
to prepare and file all necessary
statements required by land.

The Treasurer stated that the
subscriptions of the incorporations for
the ten shares of stock mentioned
in the certificate of incorporation had
been paid in and the money was
at the service of the Company.

The Secretary subscribed the
such of office and the same was 
ordered recorded on the minutes of the
meeting, as follows,

State of New Jersey |
County of Essex     | S.S.

I, Louis T. Wiss, do solemnly
swear that I will faithfully 
discharge the duties of the officer of Secretary
of J. Wiss & Sons Co., to which I
was elected on the thirty first day of
May, nineteen hundred, to the best of
my skill and ability, so help me God.

Taken, subscribed and    |
swear this 31st, day of  | Louis T. Wiss
May, 1900, before me     |
at Newark, N.J.          |

John R. Hardin
M.C.C. of N.J.
On motion the meeting then adjournment.