Document NeLN1dqMNmVnozeJb6z1j4o6R

Scop ugBrnrc o f d ieec t o h s o? ms sHsanN-vnuiuB c o mpah t . -2- nui i-M iih ' On motion made by- Hr* H. 0. Tfliittlesey, aeoondod by Sr. Z. S Martin, following resolution nt unanimously adopted* HESOLVEDi That a dividend of Cbo Dollar ($1.00) par share ($25.00 par value) ba and the ease la hereby deolared out of the surplus profits of the Ccaigany, oa the issued and outstanding Conaon Capital Stock of the Company, payable February 15th, 19}8, to atoddioldera of reoord at the olose of business January 31st, 1938. The Secretary presented the Treasurers oertlfloate as to the Lttfrioieaoy of the earned surplus to provide for tha deolared dividends, aa Ifolloest "January- 26th, 1938. "L. It. Sohroeder, as Treasurer of The Sherwin-Williams Company, hereby eortifiee that to the beet of hla knowledge and belief, the earned surplus of the Coopery legally available for dividends is aore..than; auffieient to provide for the preferred dividend of $1.25 por sharo, payable Uareh 1st, 1938, and the oeomon dividend of $1.00 per sharo, payable February ljjth, 193 Q, as deolared at the meeting of the Dirootors held on January- 26th, 1938* Furthermore, that, alao, to the beat of hie loiowledgo and belief, the requirements of the agreoaent with tha prefarred stockholders of the Company are satisfied so as to permit the payment of eaid dividends. - Treasurer. 1 The President reported tluxt the option for the acquisition of the properties end assets of tho Burgess Titanium Company had boon exeroised sad tho greoaeat consummated. Thereupon, on motion by Ur* a . VJ. steudol, seconded V Dr* D. A. Xohr, and carried, the following resolution was adopted 1 TilUHEAS this Board of Directors at its last meeting determined that the properties and assets of Burgess Titanium Company, which tills Company had a right to acquire under Its agreoaent with tho Titanium Com pany dated July 26, 1937, had a fair valuo to this Company in oxeass not only of the par value but also the actual value of >00 shores of this Comparer's Cannon Stock, to wit, in excess of $500,000, end that the acquisi tion of such properties and assets by this Company for such consideration, which was the consideration specified in said agreement, was advisable, and this Board then authorised such acquisition for sueh consideration; said 0007-SWP-000116028 MAI* t-M ua ** llBETIHG OP DIRECTORS OP THE SHIHBIR-iriLLIAIIS COMPAHT. -3- T&EREAS, pursuant to suoh authority conferred by this Board, suoh properties and aaaata of Burgess Titanium Company bars boon aoquirsd by this Company, In consideration, as a rssult of further negotiation by the President, of the issuance and dallwery to Burgess Titanium company of five thousand (5,OGO) shares of full-paid and son-assessable oosaon took of this Company; and WHEREAS it has for many years been the policy of this Company to oarzy intangible assets on Its boohs at a nominal talus of $1.00) Mir, THEREFORE, BE XT RESOLVED that the Treasurer and other proper offloers of this Company be, and they hereby are, authorised and directed to enter upon the books of the Company, at their flair value to it, only the tangible properties and asasts included in the properties and aaaata of Burgess Titanium Company so enquired, and to enter no value upon the books of the Company for the intangible properties and assets of said Company so aoquirsd, and to ehargs off the dlfferonoe between the par Talus of $,000 shares of this Company's common stock issued in eonsidsration of all the properties and assets of Burgess Titanium Company aoquirsd by this Company and ths fair value of the tangible properties and assets so aoquirsd against ths earnings of ths Company for the currant fiscal year. The Executive Committee reported that it had fixed, for the aalendar year 1938. the compensation of tho President, and had approved the recommendations of tho President for the compensation of officers and the employes who are naabers of tho Board of Directors. On motion made by iir- H. J. Kain, seconded by Ur. A. W. Steudel, and carried, tho report was accepted and ordered entered upon the records of the Company. 1 On motion made by Ur- H. 3. Whittlesey, seconded by Ur. Z. E. Uartin, and carried, it was - t RESOLVED: That The Cleveland Trust Company, of Cleveland, Ohio, be and it hereby is appointed as agent of this Corporation with tho title "Dividend Disbursing Agent." Said Agent is heroby authorised and instructed, to pay to the order of the registered holders of certificates for tho Cossaon oapltal stock of this corporation as shown by its books, suoh dividends as smy horoaftor be declared by the 3oard of Directors of this corporation upon receipt of certified copies of resolutions of said Board of Directors declaring said dividonds, fixing tho amounts thereof end the dates as of which the same shall be payable, and upon receipt from this corporation of amounts sufficient respectively' for the payment of such dividends ait least two days before each such dividend payment date. | ! j 1 j RECORD BOOK PAGE 0007-SWP-034398 . f,, * I I:' 0007-SWP-000116029