Document LJbGvy1evpOw4LBnnbZ0bYgk5

UEETZUS OF DIRECTORS OF THE SHBRUDi-ttmXA13 CCKPAWr. 2 January 23, 13-15, SIAM Ml M| RESOLVED: That tha regular quarterly dividend or One and One-quarter - Far Cant (ljf) to {larch X, 1945, on tha outstandSjig Shares of Series "JUA* Five Far Cant ($%) Cunulatlvo Preferred stock of thla Ccopany, ba and tha aaaa hereby la declared out of the surplus profits of tha Ccopany, payable Uorch 1, 1945* to holdora of stock certificates for such shares of record as of tha close of business February 15, 1945. On notion by Hr. L. u. Schroeder, socondad by Ur. Georgs Qund, and carried, the following resolution was adopted: RESOLVED:' That e dividend of Seventy-live cents (75#) per share ($23.00 par value) be end the sane hereby la declared out of tha surplus profits of the coepaigr, on the iasued and outstanding CosBon Capital Stock of the Conpany, payable February 15, 1?4, to stockholders of record at the close of business January 31. 1945. The Chairman stated that in view of the lew dividend rates prevailing in the ease of preferred stocks of other eoapaniee of equivalent standing, to the Preferred Stock of this Coqpany, the officers had eons to the conclusion that the dividend rata of the Preferred Stock of this Conpaiy should be reduced to 4g. After discussion, tho following resolutions, on notion duly aado by Hr. 0. A. Kohr, and seconded by Jr. Qsorge Qund, were unaninously adopted: RESOLVED that it will be in the interest of tho Conpany that the annual dividend rate on its outstanding Preferred Stock be roducad to 4Sr end RESOLVED that this Conpany offer to the holders of its out standing 5X emulative preferred Stock, Series "AAA", the right, to be accepted by Preferred stockholders on or before Uarch 15, 1945, or such earlier or later date as the President of the Conpany nay deterntne, to exchange each share of such preforred Stock hold by than, for one share of Cuoulatlve Preferred Stock, AfS Series, pro posed to be created by this Conpany, having the mb s terns and provisions except the dividend rato; and for that purpose the officers of the Caspapy are hereby authorized and directed to eoonunicatc said offer to the Preferred stockholders; provided, however, that such exchange offer shall only becooe effective upon this 3oard deterainlng that 55 Preferred Stock in satisfactory anount has boon deposited for exchange. RECORD BOOK PAGE. ATT jf 0007-SWP-034452 N21728 UBBS2MQ OF SZHECXORS OP t h e sasHMDHmr.um c o u h u t . -3- January 25, lj>45. IM Ml Nil The Chairaan stated that it would be necessary, in order to carry out tho exchange offer to holders of 55 emulative Preferred Stool:, Series "AA..", of tho Company, to appoint an agent of the Coupon/ as depositary to oceapt deposits of such Prefemd Stock. The Secretary thereupon presented to the Deetlnc a fora of receipt for shares of 55 Cunulative Preferred Stock, Series "AAA", of the Coupon/, which was designated Exhibit a of this Meting. Thereupon, on notion duly node and seconded, the following resolutions were unanlsously adopted! RESOLVED, that the form of Keceipt for aliares of 55 Cumulative Preferred Stock, Series "AAA", of this Coapany, which fora has been presented to tills neoting and ordered annexed to the alnutas thoreof as Exhibit A, be and it hereby is, in all respects xpprovod; and that Receipts in substantially solo l'ons, hearing the facsinile signatures of the Presi dent and the Secretary of tills Coepany, be issued, in the manner provided in the next succeeding resolution, for shares of said preferred stack upon presentation of certificates therefor to this Coapany for deposit under the exchange offer authorised in the last preceding resolution; RESOLVED, that The Cleveland Trust Coapany, Cleveland, Uhio, bo end it hereby is appointed agent of this Ccapon/ and designated us Depositary in connection with the proposed exchange of shares of 55 Cumulative Preferred Stock, Series "AAA", of this Company, In accord ance with the exchange offer authorised at this nesting, said Depositary to have the following powers and duties; (1) The Depositary is authorised and directed in tho nano and on behalf of this Coopery, to accept certificates for shares of 55 Cuaulatlve preferred Stock, Series "AAA", of this Coupon/, when presented, duly endorsed in blank, with the signatures wit nessed, for exchange under sold exchange offer, end to counter sign and deliver against receipt of said certificates, one or more Receipts, substantially in the fora approved in the last preceding resolution, beering the facsimile signatures of the President and Secretary of this Coupon/, specifying the miabsr of shores of sold Preferred stock so received, and registered in the name of the registered holdor of tho certificate for the shares of Froferrsd Stock so received, or in the name of the transferee thereof if all naeassaiy transfer taxes shall have been paid and the signature to the assigraent of tho stock cer tificates shall ba properly Guaranteed: 0007-SWP-034453 0007-SWP-000116084 IKWMO OF DIRECTORS OF THE SUSXtIIJMfILUAlS OOUPAlir. January 25, 1^45. tun *- m (2) The Depositary shall keep * record of all Receipts issued by It showing tha number of such Receipt, the nans In which roi;itered, and tha muabor of shares of said Preferred .Stock represented thereby 1 (3) All eertlflcatea for shares of sold Preferred Stock re ceived tear the Depositor? shall bo hold by It in seeordanes with the tame of tho Receipts issued In respect thereof and subject to the directions and instructions of this Company, which shall be set forth In resolutions adopted free tins to tiae hr this 3oard of Directors} (4) The Depositary- may apply to tho President or s Vico President or tha Secretary or tho Treusurer of this Company for directions or advies as to tha proper performance hr it of its duties as Depositary for this Company and shall act upon such directions or advice; (5) Tlie Depositary nay apply to counsel for this Company or its own counsel for directions or advice as to legal questions arising in connection with the performance hy it of its duties us Depositary, and may rely and act upon such directions or advice; (6) This Company will, and horebjr agrees, to indemnify and hold harmless the Depositary from and against any loss or liability which it nay suffar or incur by reason of any action taken or thing done pursuant to this resolution or pursuant to any further directions or instructions of this Company- given to it as horein provided; and RESOLVED, that the Secretary of tills Company be, and hereby is, authorised and directed to deliver a copy of tha foregoing resolution, duly certified under the corporate seal of this Company, to the Depositary designated and appointed thereby, nad to deliver to sold Depositary specimen Receipts and specimen certificates for said % Cumulative Preferred Stock, Series "AAA", and such ether documents or information as the Depositary nay reasonably request; and tlmt ths President or Vice President and the Secretary or Treasurer of this Company- be, and they hereby are, authorised to enter into such agreements and to take such action as thoy may daem appropriate in connection with tha designation and appointment of said Depositary and the issue of such Receipts. The Executive Coamittee reported that, in accordance with the fy-Lawa of the Board of Directors, it had fixed, for the calendar year 1345, the com pensation of the President and had approved the recommendations of the President for the compensation of officers and employes who are members of the Board. 0007-SWP-034454 0007-SWP-000116085 MERINO CP SXRECTOHS CP me sanau-miiAMS coupm. -5- January 25, 1?4$, nm w mm On notion by Ur> George Ctand, seconded by Ur. A. D. Baldwin, and unarlncualy adopted, the report was accepted and ordorod entered on the records of the Caapeqy. On notion by Ur. H. D. Whittleeey, aeeonded by Ur. 0. A. Kohr, the following reealntion one adoptedi BESQLVXDi That the sale of the property, usually referred to as the Detroit White lead Nbrks plant, located at l?5o uilwnukse An., Detroit, Michigan, for a consideration of approximately $65,000, (leae usual caesLesionaj feee and aspanaaa), la hereby approved. If in the judpaent of the officers of the Coopery It la considered to ba In the best Interests of tha Conpany to nuke auch aaloj und the officers of tha Canpary are hereby authorised to execute and deliver a warranty deed and such other instruaents as nay be required to consiaerate the transaction. On notion ty Ur. !!. D. 'Jhlttlesey, aeeonded by !tr. D. and carried. It was - Kohr, RESOLVED* That I. H. Sehroader, Treasurer, and/or T. 3. Uuiphey, Secretary, or either of than, be and hereby la authorised to sell at their discretion, for the beat price obtainable, one chare ($10.00 par value) of the Capital Stock of the Union Trust Conpary of Uarylund. On sustained notion the seating adjourned. RECORD BOOK PAGE_____ ATTEST. 0007-SWP--034455 0007-SWP-000116086