Document NG27NZDqL9rx5OnL5BNO1eRk8

AGENDA FOR DIRECTORS* JEETTNQ JOLI 26. 1957 1. Beading of Minutes 2* Presidents Heport - Motion for acceptance and filing. 5. Dividend on Co mm Stock 4. Dividend on Preferred Stock 5. Baaolution for contributing $200,000 to Capital Surplus . of Drtrolt Lwd 6. Baaolution for sotting up reserve M"^rs* Bonus BistrlbutSon. 7. Baaolution for approval of Tltaslnu agrsascat. 1 8. Adj ourns ant. SUGGESTED PORTION OF ilSUTZS OF DIRECTORS OF TEE &HER' IlL-iT I.LTlttS COMPAH FOR HETIIG OF JTJLI 26, 1937 RESOLVED, that it is adrisaU* +ha+ >'4- -*-- Detroit Ihita Lasri *orks tha atm of paid-la aarplaa of said Dead forks, and tha Traaaurer, or loads tmw of tha Company la haraby aoathorisad aad directad to roalt said am to said Lead forks for such account* RESOLVED, that tharo ba aat aaida fir* par cant (3$) of tha not aaroiags of tha Cpapsaj for tba fiscal 7aar uadi ng August 31, 1987, raaalalag aftar &la dadootloa of ^adaral iacoaa tazoa lth raapact thereto, Fadaral aartazaa ith raspact to tha laalistributad partioa tharaaf, aa sannat aqalralsmt to tsa par it (10*) of tha par valaa of tha a*t*taal|* ami itadl of tha n^i\mjw aad a aaoait airalaat to tha dlrlitaada paid span tha prafonai staak of tha Coapa^ daria* sash flaaal 7tf| aald s o b s h aat aaida to ba paid aa additisa 0O07-SWP-OOOOO5295 pally of patoata aad application# for pataata relating to tha aaaafaatara of titaaioa products and aartaia atnasrl dapoaita of Tltaalsa ora located la tha Stats of Virginia. Ka aald that i* ordar to pazsit tha rWpaf to eeadaot aa larastlgatloa ta datexslB# Aether such aequiaitloa could ba adrlsahla aad to parohasa such asaats at a priaa agreed upon la advance, if each investiga tion should disclose that sue* purchase was advisable, tha offlaars had sorkad N14277.01 out an arrangement with the officers of the Titanium Company, which was ut forth la & draft of agreement and plan of reorganisation between the Titanlsai Company and this Conpany providing for such investigation and persltting this Company to make such purchase, if desired, in consideration <f five thousand (5,500) five hmdred/sh&res of coamon stock of this Company. He said that a copy of soak draft of agreement was la the hands of the Secretary, and he ed that the Beard authorise the officers to eater into such an agreeaent. fta Secretary the Biscay an hUlblt A ef this acoH^rAfter fail discussion, the foUedac mnlirtlw cas offered end it*-" adoption duly noved aad Mrnadod, ead oa being put to vote mm uaealaocely adepteds BBULIBb tkat^khe freeidaet er Vice FMeldaat, aad Secretary or Aseistaat Secretary, ef the Baapeny be, sad they hereby are, authorised aad dir* rested, in the none sad m bshslf ef the Ceyny, to cater lata aa nf > with Burgess SMaadaa tapsy in the fosa, er subetantially the fen^ ef the 0007-SWP-000005296 SUGGESTED RESOLUTIONS FOR DIRECTORS MEETING OF THE SHERWIN-WILLIAMS COMPANY * *** WHEREAS this Board of Directors at its last meeting determined that the properties and assets of Burgess Titanium Company, which this Company had a right to acquire under its agreement with the Titanium Company dated July 26, 1937, had a fair value to this Company in excess not only of the par value but also of the actual value of 5500 shares of this Company's Common Stock, to wit in excess of 4500,000, and that the acquisition of such properties and assets by this Com pany for suoh consideration, which was the consideration speci fied in said agreement, was advisable, and this Board then au thorized such acquisition for suoh consideration; and WHEREAS, pursuant to suoh authority conferred by this Board, suoh properties and assets of Burgess Titanium Company have been acquired by this Company in consideration, as a re sult of further negotiation by the President, of the issuance and delivery to Burgess Titanium Company of 5000 shares of fullpaid and non-assessable common stook of this Company; and WHEREAS it has for ma&y years been the policy of this Company to carry intangible assets on its books at a nominal value of $1*00; 0007-SWP-000005297 N14277.02 I4T , .. iss ssEffitui-iiirrxvK^ c o k b y iu oi, 2JM5&E2SBD ssaoniixoaa ICS EISBCIOHC XV.T.1X3LQ .- *v* * t HOW, THEREFORE, BE IT RESOLVED that the Treasurer and.other proper officers of this Company bo, and they'hereby ; are* authorised and'directed to. enter upon the books of the . Company, at their fair value to it* only the tangible proper ties' and .ailaeta Included in the properties and assets of " Burgess Titanium Company so acquired, and to enter no value upon the books of the Company for the intangible properties and* asset* of said Company so aoquired, and to ehargo off the difference between the par. value of 5*000 shares of this Com- .. - ^ y-'l-______ ___ paay*Y oaaea"'*to`ok~*suod in consideration of all the proper* ties and asseto^ofJJurgeee- Titanium Company aequlred by this Company and the fair value of the tangible properties and assets so aoquired against the earniage of the Company for the ourrent flsoal year. r ........ ......... ..................... . 7 & 'M U- . ** m- ||| 'Mfcs-'A' * m, % u'tft. i.y*; Vae fevering i* -vva* .-3j,7 ':i c rajvi 9'ji by the Eturd of Mr*- . * Cf Jiil-i <.*: p.*r:.` ih*rv>f dnlj l.*lt Ur. -ft:.- . .........--av ' . - A.L *hi.dh W' .:r,r .Vs * y u .. /. * u ; 0 1 IZ'Z'm'.ZZ a,/ n v..;; >*114 c<i>pGr6tiin V.W .......... . dy . ;*'-Biv54tOd Bifcor*Us Agent - w 0007-SWP-000005298 v1j).Wff