Document B2MRoaZ9x7R4oR976rgR82ok

AGBMJA FOR QIRLCIURS* uiETIMG mi 26. 1957 1. Beading of ULnutes ?. President's Report - Motion for acceptance and filing. 5. Dividend on Common stock 4. Dividend on Preferred Stock 5. Resolution for contributing $00,000 to Capital Surplus of Detroit White Lead Tories. 6. Resolution for setting up reserve fop ^p^ers* Bonus Distribution. 7. Resolution for approval of titanium agreement. 8. Adjournment. N24186 FOR DIRECTORS MEETDCG MONDAI July 26th Reading of Minutes Report of President Uotion for acceptance Motion for dividend - on Preferred. Motion for dividend - on Coro: .on. Treasurer's Certificate. Adjournment. Directors s A. D. Balcfcrin*^ Geo. T. dishop v'' narris Croooli C. S. Eaton II. J. liain ^ C. P.Jarden w/" D. A. ISour'S Geo. A. Martin ^ Z. E. Martin A. TT. Steudal^ i.. D. ICiittlesoyv L. Yf. Yfoloott 0007-SWP-000108480 RESOLVEDi That the report of the President be received and placed an file. IJovod by Seoaadsd by j*LALul \ ; N24186.01 0007-SWP-000108481 / >t RESOLVED: fv That a divicbncl of* per share (^25.00 par value) he and the sano is horoby declared out of she surplus profits of /. c Company on the issuol and outstanding Cot;-.ion Capita! Stock of c :e Company* payable August loth, 15)37, to stockholders of I'ocord at the dose of business July 3lst, 1?37 N24186.02 0007-SWP-000108482 RESOKVEDt That the regular quarterly dividend' of One ad One-quarter Per Cent (1-^J) to Septonbor 1st, 1237, oa the outstanding shares of "AAA" Five Per feat (1} Cuaulative Preferred Stock of tills Ccmpan, , bo and tho sane i* hereby declared out of the surplus profits of the Company, payable Septeober 1st, 1237, to holders of stock certificates for such shares Of record os of tho close of business cm August 14fch, 1237, including holders of deposit receipts issued under the Company's Exchange Offer of Deoonbor 21st, 1235, eaccliangeable for stock certificates for sliares of such stock on the basis sot forth in said ' offer, of record as of the dose of business August 14th, 1937. Ifcrved by Seconded N24186.03 0007-SWP-000108483 TREASURER'S CERTIFICATE July 26th, 1937. L. M. Sohroeder, as Treasurer of The SheroinVilliams Company, hereby certifies that to the best of his knowledge and belief, the earned surplus of the Company legally available for dividends is more than sufficient to provide for the preferred dividend of $1.2f> per sliare, payable September 1st, 1937, end the oomniOn dividend of ^ per share, payable August 3.6th, 1937, as declared at the meeting of the Directors held on July 26th, 1937. Furthermore, that, also to the best of his knowledge and belief, the requirements of the agreement Tilth the preferred stockholders of the Company are satisfied so as to permit the payment of said dividends. 1----w-- I lint ! 1 I 1 --f -- Treasurer. N24186.04 0007-SWP-000108484 TREASL'RER*S CERTIFICATE July 26th, 1237. L. Schroodor, as Treasurer of The Bhomin-T.Hlisoa Company. hereby certifies that to the beet of his laiocrlcdce and belief, the earned surplus of the Caapsny legally avuilablo for dividends is nore t!\an sufficient to provide for tLo preferred dividend of 1.25 per s-'mro, payable Septariber 1st. 1937. and the oonrnctn dividend of ^ ______ per share, payable August 16th, 1937. as declared at the iaee't&ng of the Diroatore Iield on jiily 26tli. 2937. Furtliormore, that, also to tlio host of his knowledge and belief, the requirements of the agreement wit: t!.e preforred stockholders of tho Company ere satisfied so as to pemit the payment of said dividends. /'//Z&L Treasurer. 0007-SWP-000108485 SUGGESTED PORTION OF MINUTES OF DIRECTORS OF THE SRER'itlN-WILLLAUii OQMPaMI FOR MEETING OF JOLT kB, 1937 RE30LVKD, that It Is advisable that this Company contribute to The Detroit Nhite load *orks the ouo of t700. Dollars -ft ) as and for paid-in surplus of sold bead Kories, and the Treasurer, or assistant^TnrrnrnTgT. of the Company is hereby authorised and directed to resit sale sun to said Lead Kories for suoh account. .^ . p RESOLVED, that there be set aside five per cent (5?) of the net earnings of the Company for the fiscal year ending August 31, 1957, resaining after the deduction of Federal Incone taxes with respect thereto. Federal surtaxes with respect to the undistributed portion thereof, an amount equivalent to ten per cent (10%) of the par value of the outstanding aonnon stock of the Company, and an aaount equivalent to the dividends paid upon the preferred stock of the Company during such fiscal year, said suss t set aside to be pale as addition al cospensatios for their services in such fiscal year to such officers, managers end other employees of the Company, and in such respective amounts as say be designated and provided by the Executive Coaialttee of the Company after consult*- Lng with the President of the Company with respect thereto. * jl*' ii' TKe President stdted that the officers of the Company hea been consider ing the advisability of the acquisition by the Company of substantially all. the assets of Burgess Titanium Company, a Delaware corporation, consisting princi pally of patents and applications for patents relating to the manufacture of TltaaiuH products and certain minearl deposits of Titanium ore loc-.teci in the State of Virginia. Re said that in order to permit the jauy to conduct an invectigstion to detezmine whether such acquisition would be advisable and to purchase such assets at a price agreed upon in advance, if such investiga tion shdu.u disclose that such purchase was advisable, the officers bad worked N24186.05 0007-SWP-000108486 - fc - out an arrangejent with the officers of the Titanium Company, which was set forth in a draft of agreement and plan of reorganisation between the Titanium Conpanj and this Company providing for such investigation ana permitting thiu Company to make such purchase* if aesired* in consideration <f live thousand of such draft of agreement was in the hands of the becretuy* anu he recommend ed that the Board, authorise the officers to enter into such an agreement. -Tiresecretary then presented ana -read- to the Board the- draft of agreement referred to lay- the President* and on motion the seme wee ordered filed in the records of the Company asbxbibit A of tbie meeting* After full discussion* the following resolution was offarea and its adoption duly moved amd seconded* and oa being put to vote was unanimously adopted* RESOLVED* thattthe President or Vice President* ma Secretary or Assistant decretory* of tne Company be* and thay hereby ore, authorised and di rected* in tiie name and cm behalf of the Company* to enter into an agreement with Burgess Titanium Company In the fora, or substantially the fora* of the draft of agreement with sold company' presented ^nd read to this meeting and orderec. filed in the records of this Company a .Exhibit A of this oeetiiur. V 0007-SWP-000108487 SUGGESTED PORTION OF MINUTES OF DIRECTORS OF THE DETROIT JWITE LEAD SOMLS JOB MEETING OF J0LX 6, 1337 *** NHEREAS, this corporation has received froa The oher-. Ln-PiI i. L-j s Coap&qy a contribution in the eaouat of Dollars ($ ) u and for paid-in surplus of this corporation) RESOLVED, that said mm of Dollars {$ ), so received froa The Dher*in-Milli&iae Company, be entered on the books of this corporation as paid-in surplus, and RESOLVED FURTHER, that the sue of Dollars (t ) froa said paid-in surplus account be applied in cancellation of the profit ana loss deficit of the corporation os of September 1, 1956, and that the proper offioers of the corporation be, and they hereby are, authorised and directed to aaJte the necessary antries upon the .woks of the corporation to carry this resolution into full force ana effect. i N24186.06 0007-SWP-000108488