Document O3LGdydEK4jOxwQogNBjqx19j

MEETING OF DIRECTORS OF THE SHERWIN-WIILim COMPANY. .T HI ,*|' A meeting of the Directors of this Company was held at #101 Prospect Avenue, U.. TT., Cleveland, Ohio, at 2:30 P. U., Thursday, January 25, 1945, the foilcoring being presents A. D. Baldwin U. J. Fortier George Qund D. A, Kohr L. H. Schroeder A. V. Steudel H. D. Whittlesey. Absent- C. S. Eaton H. J. Hain C. P. Jardon 2. E. Uartin Thoa. E. Wilson L. tT. Wolcott. Ur. A. 'if. Steudel was Chairman of tho meeting, and Ur. T. G. Uurphwy, Secretary. On notion by Ur. H. D. Whittlesey, seconded by Ur. George Gund, the minutes of meeting of December 12, 1944, were approved as read. A set of reports (copy of which has been filed and made a part of these minutes), covering the operations of the business for the first three months of the fiscal year, including an estimated balance sheet and an estimated statement of earnings as of llovember 30, 1944, was submitted to the Directors, and reviewed by the Chairman. On notion by Ur. George Gund, seconded by Ur. D. A. Kohr, the report was received and placed on file. The Chairman, reporting on the operations of the business, referred to the Linseed 013. situation and the recent Government order putting severe restrictions on the use of Carbonate of Lead; and to the change from fibre to metal cans. He also described our problems under the manpower control and the difficulty we are having in obtaining men. On motion by Ur- L. H. -Schroeder, seconded by Ur. George Guild, the following resolution was adopted: RECORD BOOK PAGE_____ ATTEST---------------------------__ SCCftffTARV 0007-SWP-034451 r MEETING OF DIHECTORS OF THE SHEHiflN-flmiALS COMPANY. January 23, 13'*5 S1ATI ft-41 1*1. RE501VSD* That the regular quarterly dividend oi One and One-quarter - Per Cent (14) to March 1, 1345, on the outstanding shares of Series "AAA*' Five Per Cent (52) Cumulative Proferred Stock of this Company, be and the sane hereby is declared out of the surplus profits of the Company, payable March 1, 1?45, to holders of stock certificates for such shares of record as of the close of business February 15, 1945. On motion by i!r. L. A. Schroeder, seconded by Hr. George Gund, and carried, the following resolution was adopted: RESOLVED That a dividend of Seventy-Five Cents (73>) per share (S25.00 par value) be and the sane hereby is declared out of the surplus profits of the Company', on the issued and outstanding Connon Capital Stock of the Company, payable February' 15, 134.5, to stockholders of record at the close of business January 31, 1945. The Chairman stated that in visu of the lorr dividend rates prevailing in the case of preferred stocks of other companies of equivalent standing, to the Preferred Stock of this Company', the officers had cone to tho conclusion that the dividend rate of the Preferred Stock of this Company should be reduced to 45. After discussion, the following resolutions, on notion duly made by :ir. D. A. Kohr, and seconded by Hr. George Gund, were unanimously adopted: RESOLVED that it will be in the interest of tho Company' that the annual dividend rate on its outstanding Preferred Stock be re duced to 42, and RESOLVED that this Company offer to the holders of its out standing 52 Cumulative Preferred Stock, Series "AAA", the right, to be accepted by Preferred stockholders on or before March 15, 1945, or such earlier or later date as the President of the Company may deteraine, to exchange each share of such preferred Stool: held by them, for one share of Cumulative preferred Stock, 4g Series, pro-posod to be created by this Company, having the same tones and provisions except the dividend rato; and for that purpose the officors of the Company are hereby authorized and directed to com municate said offer to the- Preferred stockholders; provided, however, that such exchange offer shall only become effective upon this Hoard determining that 55 Preferred Stock in satisfactory amount has boon deposited far exchange. 0007--SWP--034452 0007-SWP-000110296  * January 25, 1^5 iun mi m MEETING OF DIRECTORS OF IKE SHSK'7IH-mT,J^S CQUPAhT. -3- Tho Chairman stated that it would be necessary. In order to carry out the exchange offer to holders of 55 Cunalative Preferred stock. Series "AW, of the Company, to appoint an agent of the Company as depositary to accept deposits of such Preferred Stock. The Secretary thereupon presented to the meeting a fora of receipt for shares of 55 Cumulative Preferred Stock, Series "AAA.", of the Com;wriy, which was designated. Exhibit A of this meeting. Thereupon, on notion duly made and seconded, the following resolutions were unanimously adoptedt RESOLVED, that the form of Heceipt for sliares of 55 Cumulative Preferred Stock, Series "AAA", of this Conpany, which form lias been presented to tills meeting and ordered annexed to the ninutes thereof as Exhibit A, be and it hereby is, in all respects approved* and tliat Receipts in substantially said fora, bearing the facsimile signatures of the President and the Secretary of this Company, be issued, in the manner provided in the next succeeding resolution, for shares of said preferred stock upon presentation of certificates therefor to this Conpany for deposit under the excliange offer authorized in the last preceding resolution; RESOLVED, that The Cleveland Trust Company, Cleveland, Ohio, be and it hereby Is appointed agent of this Company 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 authorized at this meeting, said Depositary to have the following powers and duties; (1) The Depositary is authorized and directed in the nano and on behalf of this Company, to accept certificates for shares of 55 Cumulative Preferred Stock, Series "AAA", of this Compaiiy, when presented, duly endorsed in blank, with tho signatures wit nessed, for exchange under said exchange offer, and to counter sign and deliver against receipt of said certificates, one or more Receipts, substantially in the form approved in the last preceding resolution, bearing the facsimile signatures of the President and Secretary of this Company, specifying the number of shares of said Preferred Stock so received, and registered in the name of the registered holder of the certificate for the shares of Preferred Stock so received, or in the name of the transferee thereof if all necessary transfer taxes shall have been paid and the signature to the assignment of the stock cer tificates shall be properly guaranteed: 00GJ7-SWP-000110297 UEETI11G OF DIRECTORS OF THE SHERV?XM-WIUIA1XS COUPAHT. January 25, 1^4^ 4tiATt r- > (2) The Depositary shall keep a record of all Receipts Issued by it showing the number of such Receipt, the none in wiiich rois tered, and the number of shares of said preferred itock represented thereby: (3) All certificates for shares of said Preferred Stock re ceived by the Depositary shall be held by it in accordance with the terms of the Receipts iS3uod in respect thereof and subject to the directions and instructions of this Company, wiiich shall be set forth in resolutions adopted from tine to tine by this 3oard of Directors; (4) The Depositary may apply to the President or a Vice President or the Secretary or the Treasurer of this Caapany for directions or advice as to the proper performance by it of its duties as Depositary for this Ccmpan;' and shall act upon such directions or advice; (5) The Depositary nay apply to counsel for tills Conpany or its own counsel for directions or advice as to legal questions arising in connection with the performance by it of its duties as Depositary, and may rely and act upon such directions or advice; (6) This Company will, and hereby agrees, to indemnify and hold harmless the Depositary fron and against any loss or liability which it nay suffer 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 herein provided; and RESOLVED, that the Secretary of tills Company be, and hereby is, authorized and directed to deliver a copy of the foregoing resolution, duly certified under the corporate seal of this Company, to the Depositary designated and appointed thereby, and to deliver to said Depositary specimen Receipts and specimen certificates for said Cumulative Preferred Stock, Series "AAA", and such other documents or information as the Depositary may reasonably request; and that the President or Vice President and the Secretary or Treasurer of this Coapany be, and they hereby are, authorized to enter into such agreements and to take such action as they may deem appropriate in connection with the .designation and appointment of said Depositary and the issue of such Receipts. The Executive Committee reported that, in accordance with the hy-Laws of the Board of Directors, it had fixed, for the calendar year 1?45, 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 00(p7-SWP-000110298 MEETING OF DIRECTORS OF THE SHERRIM-WILLIAMS COUPAKI. $.January 25, 194 non mi i. On motion by Ur, George Gund, seconded by Ur, A. D. Baldwin, and unanimously adopted, the report was accepted and ordered entered on the records of the Company. On motion by Ur. H. B. Yfaittlesey, seconded by Ur. B. k. Kohr, the following resolution was adopted* RESOLVED* That the sale of the property, usually referred to as the VihH f.A Tmail filsnt ^ Anat.Ail flf. 1 QCTft )'iOanl^aa iwa (less usual commissions; fees and expenses), Is hereby approved, if in the Judgment of the officers of the Company it is considered to be in the best interests of the Company to nsilce such sale; and the officers of the Company are hereby authorized to execute and deliver a warranty deed and such other instruments as nay be required to consummate the transaction. On motion by Ur. ii. 3. '.Whittleaey, seconded by Hr. D. A, Kohr, and carried, it was - RESOLVED! That L. H. Schroeder, Treasurer, and/or T. 5. IJirphey, Secretary, or either of them, be and hereby is authorised to sell at their discretion, for the best price obtainable, one share ($10.00 par value) of the Capital Stock of the Union Trust Company of Maryland. On sustained motion the meeting adjourned. RECORD BOOK PAGE. .ATTEST. 0007-SWP-034455 00q7-SWP-000110299