Document QJM7v53LDj9RRV77nVZgNednv

January 21, 1938* The Cleveland Artist Co., Corporate Trust Dept., Cleveland:, Ohio. Attention t kr 21. E. Thite, Assistant Truat Officer. Gentlemen t Herewith Certified Copy of Resolution adopted by the 'Joard of Directors, at Idle annual raeetin.; on Decea-cr 14th, apprtr in, the bond and authorising the issuance of a certificate for too shares of Series *AiA" Preferred Stock of this oomp&ny to Estelle 3. Hagerty. he regret the delay in furnishing this certificate and truat you UL1 pardon it. Tours very truly, t h e s h e r u :I^DLLlAie 00. * Secretary. CJR N24194 ebe Ctevelanb cruet Company CORPORATE TRUST DEPT. CLEVELAND, OHIO November 5 1937 The Sherwin-YRLHisuns Company, Mr. L< Ha Sohroeder, Treasurer, Midland Building, Cleveland, Ohio* Gentlemen: We inclose copy of u>ond of indemnity and affidavit of loss executed by Bstelle B, Hagerty as principal,- ahS Fidelity and Deposit Company of Maryland as surety, tendered to us to procure the issuance of a oertlfioate to replace certificate of deposit Ho, 2182 re presenting 2 shares 6j preferred stook of your company registered in the name of Bstelle 3 a Kagertya If the bond is acceptable to you, please have the same approved by your board of directors, and furniah us with a copy of resolution authorising issuance of a new oertifioate. In the meantime, kindly acknowledge reoeipt of the inolosures by signing and returning the oarbon copy of this letter* MeFiDK Inol. 404 H. B. TSHITE, Assistant Trust Officer N24194.01 0007-SWP-000108523 84 IMPORTANT INSTRUCTIONS 1. The indemnity bond must be executed by the owner(s) o! the original securities and one of the standard surety companies, acceptable to the obligees therein named, having a capital and surplus of at least one million dollars ($1,000,000) and being included in the list of surety companies accept able by the Treasury Department as sureties upon bonds to the United States Government Where principal is a corporation a certified copy of the resolution of its board of directors authorizing it to execute the bond must be attached to each counterpart thereof. The seal of such corporation must be impressed upon the bond. 2. The indemnity bond must be acknowledged by both principal(s) and surety. The notary public or other competent authority taking the acknowledgments should affix his seal of office and state the date on which his commission expires and in case the bond is executed outside of the State of Ohio, a county clerk's certificate of his authority should be obtained and affixed to each counterpart. 3. Where the indemnity bond is executed by an attorney-in-fact or "resident" officer, proof of his authority must be attached to each counterpart, and such proof should be made by some one other than the attorney himself. Surety should furnish the obligees a certificate showing the maximum amount for which surety may obligate itself under the laws of the state of its incorporation, in respect of any single risk. The corporate seal of the surely must be impressed. 4. Sufficient counterparts should be executed so that one may be filed with each obligee. If more than two counterparts shall be required obligees will specify. 5. All blank spaces must be properly filled in. Alterations and interlineations must not be made in the printed forms. Principal(s) should state residence in full. 6. Affidavit(s) establishing ownership of the lost, stolen or destroyed securities and setting forth in detail tiie facts and circumstances of the loss, theft or destruction should be attached to each counter part of the indemnity bond. 7. The applicant for the issuance of duplicate securities will be required to pay all expenses in connection with their preparation, including counsel fees of the obligees. 8. The indemnity bond and affidavit must be approved by the company, committee, trust, receiver, government, municipality, or other entity issuing the securities. Duplicate securities will not be issued or payment made until at least six months shall have elapsed after notice of loss, theft or destruction. 9. In cases where the new or duplicate instrument is to be registered in a name other than that of the registered holder of the lost, destroyed or stolen instrument, all the formalities necessary to complete a transfer must be complied with, including the furnishing of a stock power or bond power signed by the registered holder or his representatives, a signature guaranty, transfer tax stamps, and such addi tional instruments as, in the opinion of counsel, may be necessary. THE CLEVELAND TRUST COMPANY Corporate Trust Department 916 EUCLID AVENUE CLEVELAND, OHIO N24194.02 0007-SWP-000108524 INDEMNITY BOND ^547e ICmrnt all Mitx by fteantfa, That we, Egtollo B. Hagerty---------- --- -- - residing or having.----------- .principal office at-------------------------------------- --------------------------- ------------------ ______________________________ ______-..... ----------------- as Principal (s) (hereinafter called "Principal" or `Principals''), a Maryland J).ep.Qjst...C.oxnpiaiyifcryli- nri, __________ _________ duly authorized to transact the business of indemnity and suretyship in the State of Ohio, and having an office and place of business in said State at--------5JUl.QiI.UlAfe.tiil-------------------------- ---------------------, as Surety (hereinafter called "Surety"), herein collectively called "Obligors," are held and firmly bound lintn. Th Shaivdjl-WllHBnii Cnmpanyr.(n.BitalnH.J,, OhlAy------------------------------ ------------------ and unto all persons, firms, and corporations who shall have been or shall have acted as trustee, deposi tary, agent, or in any other fiduciary capacity or relation, whether or not such capacity or relation shall have terminated, in respect of the issue or delivery of any of the instruments, securities, or things of value or of any payment or credit hereinafter referred to, their respective representatives, successors and assigns (hereinafter collectively called "Obligees"), in the sum otstS-JT.jss^.r-.sL.js.-!`.js..aL.st ..Collars ($5QQ.QQ^...* lawful money of the United States of America, to be paid to Obligees, their respective representatives, successors or assigns, as their respective interests may appear; for winch payment well and truly to be made the Obligors bind themselves, their respective heirs, representatives, successors and assigns, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS BOND ARE SUCH THAT WHEREAS, the Obligors represent that Principal (s) is/are the unqualified owner (s) of..oar-: WJ^aat9...cf._dmo.alt,,tta....21^..r8pr.aatljag..2...abB.rflLa...6!SL.prafarr.ad..8toalc.^LC..ThA ShfiXKd^rlIiIllunA...C.Qi^Atty_rei{dt9.z^..ia..th0...nAn_nf..Estalla..J..Bagnrity:..... ........ (such instruments(s) being hereinafter called "original" or "originals"), and that the same has/have been mislaid, lost, stolen or destroyed, but has/have not been sold, pledged, transferred or the interest therein assigned in any manner by the Principal(s), which original(s) cannot now be found or produced and of which the present whereabouts are unknown to the Prindpsd(s), who is/are the sole owner (s) thereof and to which no other person has any claim whatsoever, by virtue of which Principal (s) has/have requested die Obligees to issue to Principal(s) or order new or duplicate instruments (s) or to deliver to Principal(s) or order securities, instruments or things of value, or to pay to Principal (s) or order or to credit to an account the amount due on said original(s) or an amount equal to the value of said original(s), without surrender or presentation thereof for cancellation or indorsement or for any other purpose; and WHEREAS, on the faith of the foregoing representations and in consideration of this bond of indemnity, the Obligees have complied or agreed to comply with said requests: NOW, THEREFORE, if the Principal (s), the heirs, representatives, successors or assigns of the Prinripal(s), or any of them, in case the onginal(s) shall be found or come into the hands, custody or power of any of them, or into the hands, custody or power of any person, shall deliver or cause the same to be delivered unto the Obligees in order that the same may be cancelled, and also at all times shall defend, indemnify and save harmless the Obligees from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character relative to the original (s); and/or any instrument of purported like issue and amount which because of alteration, change or counterfat may not be identified as or as not the said mislaid, lost, stolen or destroyed original(s); and/or any instrument or thing of value issued or delivered in lieu of said original(s); and/or any payment, credit, transfer, registration, conversion, exchange or delivery in respect of the original (s) without surrender thereof, whether or not caused fay, based upon or arising out of inad vertence, accident, oversight or neglect on the part of the Obligees, or any of them, or their respective officers, agents, clerks, or employees and/or omission or failure to inquire into, contest or litigate the N24194.03 0Q07-SWP-000108525 I L L. 4=- right of any applicant to receive any such instrument, thing, payment, credit, transfer, registration, con version, exchange, issue or delivery, and/or caused by, based upon or arising out of the release of any security or the satisfaction of any instrument under which the original(s) and/or duplicated) are issued or secured, and/or caused by, based upon or arising out of any other matter or thing whatso ever, then this Obligation shall be void; otherwise it shall remain in full force and effect. Principal (s) and Surety agree that, in case of any default under the conditions of this bond, Principal(s) and Surety waive and release any and all right or claim against Obligees or any of them, whether by way of subrogation or otherwise, for any loss, expense or liability incurred by Pnncipal(s) and/or Surety caused by, based upon or arising out of the enforcement of this bond by Obligees or any of them. Surety agrees that its liability hereunder shall be absolute, regardless of any liability of Prindpal(s) hereunder, whether fay reason of any irregular or unauthorized execution of or failure to execute this hood, or any absence or termination of interest of Principal (s) in the subject matter hereof, or other wise. And Principal(s) hereby further agree(s) to furnish to Obligees upon demand, without any expense to Obligees, a new Bond of Indemnity, which may differ frotn this Bond in amount or in any other respect, with satisfactory Surety or Sureties in' case this obligation should not, at any time for arty reason in the opinion of Obligees, afford sufficient protection. It is the intention of Obligors and Obligees that this Bond shall be interpreted and construed and that performance hereof shall be governed by the laws of the State of Ohio as far as permitted by law. SEALED with our seals and executed at--CiHC 1 nTtflt.,11------ State of------- .Ohi o. in ...___counterparts tins.____ &&_______ day of____.-fiS.tifffcSE.-----------19-..2.Z. Individual Partnership Corporation (Seal of Corporation) By- Principal Vice President Attest: Assistant Secretary (Seal of Surety) FIDELITY AMD DEPOSIT COMPANY OF MARYLAND i Sc Attest: ,Jz-2yu ByWilliam E Assistant Srrrrtary j o A*. STATE OF_ COUNTY OFJ^S!MUu G&,-----) 1 -*- Heliy*-- Paraidwi* Attorney-in-Fact On this.^______ i----------dayoj.___ 19..3L7before me personally appeared____ ..of , to me known and known to me to be the person (s) described in and who executed the foregoing instrument, and he/they there upon acknowledged to me that he/tbey executed the same (Seal) Notary Public in and for the above County and State, My commission expires. - *pj' j-Aijrj K!j cam..-.won cifirts t>epc. I //2 ff 0007-SWP-000108526 AFFIDAVIT OF TEbe (EteveUmb Vnut Compans o u h o a n b. o h io STATE OF__ Ohi o____ COUNTY OF _EfiSSi. On this____________35........ _day of_____--_____ __, 19l!Z_, before me, a Notary Public within and for said state and county, personally appeared.--Batalla B. Bagarty-----------------------who being by me duly sworn, did depose and say as follows: I reside; I am the sole and absolute owner of-Cnrhlfina'fca of dapoatt Urv^ 3lfi2 wapmMuMwg -to..tha-.naiafl.-or-Batnlla- B. Hagagfcy-------------------------------------------------------------------- I have not sold, transferred, assigned or hypothecated said instrument^) or in any other way divested myself or been divested of the ownership thereof; said instrument or instruments at the time of said lose were-g-ftt.----------indorsed s d MmA'l u **--------------------------------------------------------------- Said instrument^) baa.__been lost or destroyed under the following circumstances; I last saw said instrument***--. when 1 received it la the mail and believe it____ ______was later destroyed b? fire I I make this affidavit for the purpose of inducing the obligor to issue a duplicate or duplicates of the above described instruments or to pay or credit an amount equal to value of same or to mh* other action without requiring the surrender of Baid instruments. Subscribed and sworn to before me this n i i i i f t [SEAL] Hart ManilaMult. MdSt oat. > H laiamd. l--l am of iqfcim. i ' eUrthSmiahlihiSiaaStlilMia* " M' W. b- h J fcK, Nuiar) ruuu* VIMy comialMlon uplrea Scpc./< : e* #V*Sai N24194.04 0QQ7-SWP-000108527 General Yui Fidelity and Deposit Company of Maryland (INCORPORATXED FESBBRI UARY ISM) IDHOME OFFICE BALTIMORE, MD. Financial Statement June 30, 1937 Assets Bonds and Stocks.............................................................................................. ll6.iS9.69d.40 Home Office Building (Assessed Valuation)............ .................................. 2,357,300.00 Cash in Banks and Offices................................................................................ 1,878,043.84 Mortgage Loans.................................................................................................. 93,000.00 Premiums in Course of Collection................................................................... 2,348,805.67 Reinsurance and other Accounts Receivable............................................... 107,056.68 822,943,902.59 Premiums in Course of Collection (Prior to April 1,1937) deducted accord ing to rulings and regulations of various Insurance Departments... 195,039.42 To t a l Ad mit t e d As s et s .............................................................. 822,748,863.17 Liabilities Reserve for Unearned Premiums..................................................................... 86,650,116.78 Reserve for Claims............................................................................................. 5,757,583.52 Reserve for Taxes and Expenses..................................................................... 1,199,543.12 Reserves, Miscellaneous.................................................................................... 486,575.09 Reserve for Return and Advanced Premiums............................................... 135,697.96 Reinsurance Payable to Other Companies................................................... 444,517.52 To t al Rb s b x v es ............................................................................ 814,674,033.99 Capital Stock...............................................................................82,400,000.00 Surplus.......................................................................................... 5,674,829.18 Surplus to Policyholders.................................................................................... 8,074,829.18 To t a l Lusanus......................................................................... 822,748,863.17 Bonds eorrisd al amortised tallies and stocks at June 30, 1937 market mutations. On Ska basis of Juno 30, 1937 market quotations for aU bonds owned, the Company's total admitted assets would be increased to $22,912,52224 and the net surplus to $5,832,48$25. Securities carried at $927,441.50 in (ho above statement are deposited as required by law. I, Ro l a n d Be n j a min , Treasurer of the Fid e l it y a n d De p o s it Co mp an y or Ma it l a n d , do hereby certify that the foregoing statement is a correct exhibit of the assets and liabilities of the said Company on the 30th day of June, 1937, according to the beat of my information, knowledge and belief. ___Roland Benjamin "treasurer St a t e or Ma x y l a n d Crrv or Ba l t t mo x e \J Subscribed and sworn to, before mo, a Notary Public of the State of Maryland in the City of Balti more, this 20th day at July, 1937. August R, Fromm Notary Public ' I I N24! 94.05 OQ07-SWP-OOO108528 This Rower ofAttorney limit* the act ofthose named therein to the bond* and undertakings specifically named therein, and. they have no authority to bind the Company except in the manner and to the extent therein stated (General-Ctf.) POWER OF ATTORNEY Fidelity and Deposit Company of Maryland HOMS OFFICE* BALTIMORE, MARYLAND Kn o w Al l Me n By Th e s e Pr e s e n t s : That the Fid e l it y a n d De p o s it Co mp a n y or Ma r y l a n d , a corporation of the State of Maryland, by B. H. MERCER* Vice-President, and A. W. SPARROW, Jr., Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By-Laws of said Company, which reads as follows: "The Prautknt, or First Vice-Piwlent, arSeemid Vice-President, or say one of the additional Vioe-Preddnt mecfalhr authoriaedaotodoby tho Board of Dlrectoreorby tha Executive Committee, shall Hava power by end with the concurrence of the Secretary or any one at the Amixtmnt Secretaries, to appoint Resident Vioe-Presukuta, Resident Assistant Secretaries and Attoraeye-in-Facc, as tbe buxtarex of the Company may require, or to authorise any person or persons to executeon behalf of the Company, any booda, recognizances, stipulations, undertakings, deeds, releases at mortgagre, contracts, agreementa and pnlsriee, and to affix the seal of the Company thereto." does hereby nominate, constitute and appoint William A. Hein, af Cincinnati, Ohio, its true and lawful agent and Attorney-In-Fact, to make, execute, seal and deliver, far, and on its behalf as surety, and as its act and deed, any and all bonds and undertakings, each in a penalty not to esc earl tho turn oS FIVE HUNDRED THOUSAND DOLLARS ($500,000). And the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Company, as fully and amply, to all intents and purposes, as if they had Deen duly executed and acknowledged by die regularly elected officers of the Company at its office in Baltimore, Maryland, in their own proper persons. This Power of Attorney revokes that issued on October 3, 1935, on hahalf of William A. Haim, of Charleston, West Virginia. The said Assistant Secretary does hereby certify that the aforegoing is s true copy of Article VI, Section 2, of tbe By-Laws of said Company, end is now In force. In Wit n e s s Wh e r e o f , the said Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said Fid e l it y a n d De p o s it Co mp a n y or Ma r y l a n d , this: 17th day of September, A. E). 1937. At t e s t : FIDELITY AND DEPOSIT COMPANY OF MARYLAND (Sig n e d ) (Se a l ) A. W. SPARROW, Jr. Assistant Secretary By B. H. MERCER Vice-President St a t s or Ma x t l a n d Cit y or Ha l t u ic m >- On this 17th day of September , A. D. 1917, before the subscriber, s Notary Public of the Stats of Maryland, in and for the City of Baltimore, duly commissioned and Qualified, cams the above-named Vice-President and Assistant Secretary of the Fmm.ITT a n d De p o s it Co my a x t or Ma k t l a k d , to me personally iumsn to bo the iudividusila and effiesra doarritiod in and who executed tbe preceding instrument, and they each eohnowiedgad the execution of tho ores, and being by me duly sworn, severally and each for himself deposeth and with, that they are the said officers of the Company aforesaid, and that the reel affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Cbrporece Seal and their signatures aa such officers -were duly nffisrd and subscribed to the said instrument by the authority and direction at the said Corporation. In TamMMfY Wusixor, I have hereunto set my band and Affixed my Official Seal, at the City of Baltimore, the day and year (Sig n e d ) (Se a l ) GLADYS A. ATKINS Notary Public My commission sapiiaa May 1, 1939 CERTIFICATE ............................... Assistant Secretary of the Fid e l it y a n d De p o s it Co mp a n y . do hereby certify that the attached Power of Attorney dated September 17, 1937, in behalf of r,, sirusAms,! nuo i- - <-s .~< t y ---- ----e p*~ ^tr* ;*r f'llLfrrci i date thereof and is in full force and effect on the date of this certificate; and I ao fu : said B. H. Mercer and A. W. Sparrow, Jr., who executed the attached Power of Attorney aa Vioe- it and Assistant Secretary respectively, were on the date of the execution of the attached Power of Attorney the duly elected Vice-President and Assistant Secretary of the Fid e l it y a n d De p o s it Co mp a n y o p Ma r y l a n d , and that the said B. H. Mercer waa one of the additional Vice-Presidents specially authorised fay the Board of Directors to appoint any Attorney-in-Fact or to authorise any person or persona to execute on behalf of the Company any booda, recognisances, stipulations, undertakings, deeds, releases of mortgages, contracts, agreements and policies, and to affix the seal at the Company thereto as provided in said Article VI, Section 2 of the By-Laws of the Fid e l it y a n d De p o s it Co mp a n y In Te s t imo n y Wh e r e o f , I have hereunto subscribed my Company on October 22- 1937 te seal of the said f i I | N24194.06 0007-SWP-000108529 STATE OF_ COUNTY OF.. m.: On this---------------------------day ol------------------------------------------------------------, 19.----- - before me personally appeared.__________________________________________________ to me known and known to me to be a member of the firm of, described in and which executed the foregoing instrument, and he thereupon acknowledged to me that he executed the same as and for the act and deed of said firm. (Seal) Notary Public in and for the above County and State. My commission expires. STATE OF._____________________ COUNTY OF } ss.: On the---------------------------day of-------------------------------------------- - 19------- before me personally appeared.-------------------------------------------------------------------------------------- - to me known, who being by me duly sworn, did depose and say: That he resides at, that he is die Vice President of.-------------------------------------------------------------------------------------------------- the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation; and that he signed his name thereto by like order. (Seal) Notary Public in and for the above County and State. My commission expires____________________________ STATE OF..AtUtSL______ }**" COUNTY o f Hamilton On this-__ --______ ___ .dw of.. .,,Q.eis.fesr,, ..19.-S.7, before me personally appeared_____________________ HfiLUL-.. ___, to me known, who, bring by me duly sworn, did depose and say: That he resides at------- that he is the_________ Attoriiey-tXDaEaffit-... of--Eldglita:jaJod.JQfigiaalt. -------- - the corporation described in and which executed the above instrument; that he knows the corporate seal of said cor poration ; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation; that he signed his name thereto by like order; and that the liabilities of Bald corporation do not exceed its assets as ascertained in the manner provided by law. And the said deponent further said that he is acquainted with____----------------------------------------and knows him to be the--Al5.te2!IISYr.ilkLEajCi.iof said corporation; that the signature of said officer or agent or attorney-in-fact subscribed to said instrument is in the genuine handwriting of said person, and was thereto subscribed by such person by the order of said board of directors, and in the presence of him the said deponent. (Seal) * .1 9.C.UMLMI i FRANKLIN J. ROELLE May PnMfe, ;HmMm OMfe 0U tty CenwicsisD ExpimFrt. 18,14*8 I N24194.07 0007-SWP-000108530 0007-SWP-000108531