Document Rjemk2anVNoB3eN5g8DznmdOa

SUGGESTED RESOLUTION FOR BOARD OF DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY, MEETING OF DECEMBER 14, 1937- ******** WHEREAS, under the agreement between Burgoa Titan ium Company and this Company, dated , 1937* thin Com pany has the right at its election to acquire all or substan tially all the properties and assets of Burgess Titanium Com pany, inoludlng all its property and assets referred to in par agraph 1 of said agreement, in consideration of the issuance and delivery to Burgess Titanium Company of $,$00 shares of full-paid and non-assessable common stock of this Company; and WHEREA8 the offleers of this Company and ita engin eers, after investigation during the period sinoe the execution of said oontraot, have concluded and reoommended that it will be advisable for this Company to make suoh acquisition; and WHEREAS this Company has received a satisfactory opinion from patent counsel as to the validity of the patents embraoed in the properties and assets which this Company so has the right to aequire, and also from eorporate oounsol as to the legality of the Issuanoe of suoh stock for the acquisi tion of suoh properties and assets; and WHEREAS this Board has determined, and hereby de termines, that such properties and assets of Burgess Titanium Company -which this Company so has the right to aoquiro have a fair value to this Company in exeess not only of the par value but also of the actual value of $,$00 shares of this Company's oommon stock, to wit* in excess of *$00,000, and that the acquisition N24193 of such properties end assets by this Company for suoh con sideration is advisable; HOW, THEREFORE, RESOLVED, that this Company shall, and it hereby does, exeroiee its right under said agreement between Burgess Titanium Company and this Company, dated 1937, to purohase all or substantially all the properties and assets of Burgess Titanium Company, inoludlng all its property and assets referred to in paragraph 1 of said agreement; and FURTHER RESOLVED that the President or a Vice President and the Seoretary or Assistant Secretary of this Company be, and they hereby are, authorised and directed to give notioe in writing to the Burgess Titanium Company of the eleotion by this Company to exercise such right to acquire such properties and assets of Burgess Titanium Company; and FURTHER RESOLVED that the President or a Vice President and the Secretary or Assistant Seoretary of this Company be, and they hereby are, authorised and directed to issue and deliver or cause to be issued and delivered J>,500 shares of common stock, of this Company, of the par value of |2$ each, to Burgees Titanium Company against the concurrent conveyance and transfer to this Company by Burgess Titanium Company, by appropriate instruments of oonveyanoe and trans fer, of all or substantially all of its property and assets (including the property and assets referred to in paragraph 1 of said agreement with Burgess Titanium Company dated July^, 1937), free and olear of all liens and liabilities, and the oonourrent performance by Burgess Titanium Company of all the 2- 0007-SWP-000108515 acts by said agreement required to be performed on ite part prior to, or concurrently with, such issuance and delivery of oommon stock of this Companyi and BSSOLTED FURTHER that the President or a Tice President and the Secretary or Assistant Secretary and the other proper officers of this Company be and they are author ised to execute all suoh instruments, and to take all such steps and proceedings, as they may deem necessary or advisable to carry out on the part of this Company said agreement of JuljJ'b, 1937 with Burgess Titanium Company. 0007-SWP-000108516 -2. SQH, THEHEBORli* BKSQLVKD, that this Company Shall, and It hereby dose* exercise its right under said agreement between Burgess Titaniua Company and this Conj>y* dated July 26* 1937, to purahase all or substantially all the properties and assets of Burgeas Titanium Company, including all its property and aaaetsmPerred to in paragraph 1 of said agreement] and 7UkiSh -tliSOLVED that the President or a Vice Pros!dent and tho Secretary or Assistant Secretary of this Company~bo, and they hereby are* authorised and directed to give notice in writing to tho Burgess Titaniua Conpany of the oleotian by this Company to axaroise such right to acquire auoh properties and assets of Burgess Titanium Conpanyj and PUirznaii KLSOISED that the Proaident or a Vico FTosidunt and the Sosrataiy or Assistant Secretary of this Conpany be,, and they hereby are* authorised and directed to issue and deliver or cause to be issued sod dolivorod ,00 shams of oortaon stock of this Conpany* of the par value of $2 each, to Burgess Titanium Conpany against the oonourrsnt ooDveyonco and transfer to this Company by Burgees Titanium Conpany* by appropriate instruxaonta of conveyance and transfer to this Conpany by Burgoo3 Titanium Company, by appropriate instnaaents of conveyance and transfer* of all or substantially all of its property and assots (in eluding the property and assets reforred to in paragraph 1 of said agreeneat with Burgess Titaniua Company* datod July 26* 1937)* froo and dear of all lisas and liabilitios* and the concurrent perfarnanoo by Burgess Tltaniun Caopuiy of all the seta by said agreement roquiroi to be perfornod on its part prior to* or concurrently with* auoh issuance and delivery of aosnon stock of this Company] and BESOLVEC f u &HOj R that the President or a Vioo President and tho Secretary or Assistant Secretary and the other proper officers of this Company be and thoy are authorised to execute all auoh instruments* ond to take all auoh steps and pmooadinga* as thsy my deem nooesssiy or advisable to carry out on tho part of this Company said agreement of July 26, 1937* with Burgess Titanium Company.* Xtt Vitnsas Thereof* 1 taovo hereunto set ay hand sad affined the aorporate seal of the Company* this 29th day of BsosaiMr* 1937. -1 i- >> jidli U .. vJWJUk1 of She Shsrwia Wlllami Co* w Vitfu . * N24193.01 0007-SWP-000108517 X hereby certify thet I aa the soorotary end eustodien of cortnin records, looludin,, the ninutea of neotin. a of the Hoard of directors of The Shorwin-VilliasaB Co*, organised under the lava of tbo State of Ohio* X further oortif, that the following ia a eorroot extract froa the ninutos of a oert&in noctlnr of tho Hoard of Director* of The Sfaerwia-tdlliaaa Co* et which aaid neatin.- there was present a quorun of the eaid Board authorised to transaot the buainees hereinafter described} that tha proceedings of the said nesting wore in aeoordonco with the eharter and by-lasra of the oonpen^ and that the earn have not been revoked, annulled, or mended in any raanner whatsoever* isamr. u o .l > 14th, 1937. wBETikA.*:, usdor the agrwcaoat between Burgess Titaniun Coupaqy end this Conpony, dated July 26, 1937* thie Conpony has tho ri;ht at its alaotian to acquire all or substantially all the proper- tie* and aaaeta of Burgees Titaniun Cocpaqy* ineludint; nil Ito property and aaaeta referred to in paragraph 1 of said ogreenont, in seasideration of tha iesuoneo and delivery to Burgees Titaniun Gangway of 5,500 shares of full-paid and non-easessable oosnen stook of this Compaq/} and W52BEAS the offieere of thie Coapeiy end its engineers, after investigation during the period slnoe tho axeaution of said oentroot, hove ooneluded and rnncnnarirla 1 that it will be Advisable for this Conpany to oaks such acquisition} and YfKSKKAS this Conpaiy haa reooiveJ a satisfkotory opinion fron patent coucool os to the validity of the patenti oshraoed in the properties and assets whloh this Goopaqy so has the right to aaquJLro, and also fron eorporato eounsol as to the legality of tho issuance of such atook for the acquisition of auoh properties and eseotai and 'mUESZAS this Board haa determined, and hereby detemlnea, that such properties and assets of Burgees Titaniun Cagney whiah this Oospsqy ao lias tho right to aoquiro have a flair value to this. Conpany in sDCoess not only of the par value but also of the actual value of 5*500 shares of thie Oompaiy's oaonon stock, to wit} in oaooss of #500,000, end that the acquisition of auoh properties and assets by this Ctapmy for such consideration is edvissblej 0007-SWP-000108518 1 f -1, T. G. Eurphey, Secretary of Tho &onrinHf<illifBia Coopony, . corporation organised and salatlng under tho lavs of the state of Ohio* do hereby certify that at a meting of the Board of Directors of said The Shenvln-fiilllans Company, duly hold on tho 14 Uf day of ihoedbsr, 1937# *t vhioh sooting a quoruot mas proaat, the following rooolutioo was duly adopted. i- f "TOIER-IAS, voder the aroaaant botemn Burgees Titanium Caspny and this Cqmpaiy, dated July 26, 1737, thlo Compaq has tho rlht at its elootioo to fccquireoll or sub stantially all tho properties and osoeto of Burgess titanium Company, including ail lte property and asnets roforred to in paragraph 1 of eald agrecuent, in oonaidsratioa of the Issuance and delivery to Burgeae Titanium Company of 5,500 shares of full-poid and ncp aiaeasabla cocoon stock of this Coopany* and i: .t T5BBRRAS the offioers of this Ooupany and its engineers* after investigation during the period since the exooutien of eald ocntraot, have concluded and reaoanondod that it will he advisable for this Coopeny to sake suah aoquisitioni and TfiilSHKAS this Company has received a satisfactory' opinion fits patent oounssl as to the validity of the patents cabruad in tho properties and assets which this Conpety so has the ri^ht to acquire, and also firm eorperate oounaol as to tho legality of tho issuonoe of such stock for the acquiali tion of suoh propertiea and assets) and TgUffiKJLB this Ooazrd has determined, ad hereby deter* nines, that suoh properties and easts of Burgess Titnlm Coopery which tele Company so has the right to acquire ham a t. v fair value to this Coopuy ln axooes not only of tee par value hut elm of tee actual value of 5,500 sharea of this Coopany'a * ooBiaan ttoaic, to mitt in psoas af 9500,000, and teat the aoquiaitioa of euoh propertiea and assets by tele *yy for such consideration is advisable* 0007-SWP-000108519 dL*. - \ N24193.02 0007-SWP-000108520 HHEREAS, Estelle B. Hagerty of Washington C. H., Ohio, has made affidavit that she Is the owner of Certificate of Deposit *'0* 2162, issued in the name of Estelle 3. Hagerty, representing na aggregate of two Bhares of Series "AA" 6% Cumulative Preferred Stock of this corporation, and that said certificate of deposit has been lost; and TOEHEAS, said owner has made application for the issuance of a certificate of stook for two shares of Series "AAA" %% Cumulative Preferred Stock, and has tendered to this corporation a bond of in demnity executed by such owner as principal and the Fidelity & Deposit Company of Maryland as surety, for any and all loss, to indemnity and save harmless this corporation, its transfer agent and its registrar, their suooessors and assigns from and against any and all costs, notions, suits, damages, charges, and expenses either of them may incur and to induce this corporation, its transfer agent and its registrar to issue, countersign and register a new certificate of stook in lieu of such lost certificate of deposit. HCM, THEREFORE, BE If RESOLVED, that said bond of indemnity is now approved and aooepted and the offioors of this ooapany are authorised and instructed, to execute and deliver a new certificate. The Cleveland Trust Company, as Transfer Agent, is authorised and In structed to countersign said certificate, and the Central National Bank of Cleveland, as Registrar, is authorised and instructed to register said certificate, for an aggregate of two shares of Series "AAA" $% Cumulative Preferred Stook of this corporation in the name of Estelle 3. Hagerty, in lieu of said lost certificate of deposit, and that said transfer agent and registrar be and they are hereby relieved of all liability or responsibility by reason of the issue, countersignature, and registration of said new certificate of stock in accordance with this resolution. Moved by _iCi: Iw*Seconded by 424193.03 0007-SWP-000108521