Document gDB86aZ9ywKO10nVp1K3MVVBL

IU?i 14s 31M me e t in g o f d ir e c t o r s of THE SHEKHN-T.ILLIAI4S COMPANY. A mating of th Board of Directors of this Company was held at ^101 Prospect Avo., IL W.t ciovland, Ohio, at 10*00 A. ft., Wednesday, January 2bth, 1?38:, Aho folio-wing being present i Harris Crcooh il. J. Haln 0* P. Jarrten B. A, lehr Geo. A. Martin Z. E, Martin A. W Staudcl K. -D. Whittlesey Absent s A, D. Baldwin Goo. T, Bishop C. S. Eaton L. W. Wolcott. ?*. Coo. A. Martin acted ao Chairman of tho mooting, and Ur, T G. ' S&rpkey, Secretary. Tho minutes of the Directors * meeting of December 14th, 1931, were approved as read. A set of reports {copy of which has boon filed and made a part of these minutes), covering tho operationsof the business for the first four months of the fiscal year, including an estimated balance sheet and an estimated statement of oarnings as of December 31st, 1931, wus submitted to the Directors, The operations ware reviewed by tho President, whereupon the report was received 8md placed on file. On motion made by Mr. Harris Creech, seconded by Mr, C, P, Jardon, the following resolution was unanimously adopted; RESOLVED; That tho regular quarterly dividend of 0no and One-quarter Por Cent (1-JU) to March 1st, 1938, on the outstanding shares of Series t,AAA" Five Per Coat {S/') C'fsulativo Preferred Stock of this Company, to and the same is horoby declared out of the sur plus profits of tho Company, payable March 1st, 193-3, to holders of stock certificates for such shares of record &s of the close of business on February 15th, 1933, including holders of deposit receipts issued under tho Company's Exchange Offer of December 21st, 193> and exchangeable for stock oertifioatos for shares f such stool: on tlte bar.is sot forth in said offer, of record as of the close of business February lyth, IpjS. OF TEE SHEBJfIN-1XLLHUS COMPANY. -2- On motion mads by Mr. H. D. Whittlesey, seconded by Mr. Z. E. Martin, following resolution was unanimously adopted# 'h b So l t e d * " :. : ' ' That a dividend of One Dollar ($1.00.) per share ' ($25-00 par value) be and the same is hereby declared out of the surplus profits of the Company, os the issued and. .. outstanding Coijsaoa Capital Stock of the Company, payable February 15th., 1938# to stockholders of record at the close of. business January 31s`fc> ,1938 ^4r';i The Secretary presented the Treasurer 's certificate as to the sufficiency of the earned surplus to provide for the declared dividends, as foll oif'w- s*..; - - , ... * iAA;.:- '. January 26th, 1938. . "L. H. Sohroeder, as Treasurer of The Sherwin-Williams Company, y hereby certifies that to the best of his knowledge and belief, the earned surplus of the Company legally available for dividends is more than' ,jr sufficient to provide for the preferred dividend of $1.25 per share, f|P payable March 1st, 1938, and the cosmos dividend of $1,00 per share, V payable February l^th, I93O, as declared at the meeting of the Directors held on January 26th# 1938 `. iy-!S ' Furthermore, that, also, to the best of his knowledge and belief, the requirements of the agreement with the preferred stockholders of the Company are satisfied so as to permit the payment of said dividends The President reported that the option for the acquisition of the jerties and assets of the Burgess Titanium Company had been exercised and the _sent consummated. ` Thereupon, on motion by Mr* A. W. Steudel, seconded A. Kohr, and carried, the following resolution was adopted % t;-:T tlHEREAS this Board of'Directors at its last meeting determined iJhkfe the properties and assets of Burgess Titanium Company, which this [Company had a right to acquire under its agreement with the Titanium Cora- r'paay dated July 26, 1937* had a fair value to this Company in excess not *Snly of the`par value but also the actual value of 5500 shares of this p*ompany*s Common Stock, to wit','in excess of $500,000, and that the acquisi tion of such properties and assets by this Company for such consideration, j*Hich was the consideration specified in said agreement, was advisable, and Board then authorized such acquisition for such consideration* and RECORD BOOK PAGE. 0007-SWP-000005274 laasrniG' 0? DIRECTORS OF THE SHSSWIH-nLLIAUS COMPART. "3" V/HEREAS, pursuant to such authority conferred by this Board, such-properties' and assets of Burgess Titanium Company have been acquired by this Company, in consideration, as a result of further negotiation by the President,' of the issuance and delivery to Burgess Titanium Company of five thousand (5,000) shares of full-paid and non-assessable common stock of this Company! and TOSSSAS it has for many years been the policy of this Company to carry intangible assets on its books at & nominal value of fl.OOj . 1W, THEREFORE, BE XT RESOLVED that the Treasurer and other proper officers of this Company be, and they hereby are, authorized and directed tot enter upon the books of the Company, at their fair value to it, only the tangible properties and assets 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 assets of said Company so acquired, and to charge off the difference between the par value of 5,000 shares of' this Company * s common stock issued in con sideration of all the properties and assets of Burgess Titanium Company acquired by this Company and the fair value of the tangible properties and assets so acquired against the earnings of the Company for the current fiscal year. . . 'The Executive Committee reported that it had fixed, for' the calendar 1538, the compensation of the President, and had approved the recommendations `.9 President for the compensation of officers and the employes who are members e Board of Directors. ' On motion made by Mr H.' J. Hain, seconded by Mr. A. W. Steudel, and .ed, the report was accepted and ordered entered upon the records of the -tty , ' On motion made by Mr* H. D. mtittlesey, seconded by Mr. Z. E. Martin, carried, it was - . - : . RESOLVED? . " ` ' ' - That The Cleveland Trust Company, of Cleveland, Ohio, be and it hereby is appointed as agent of this Corporation with the title "Dividend Disbursing Agent#" t; , Said Agent is hereby authorized and instructed to pay to the order of the registered holders of certificates for the Common capital stock of' this corporation as shown by its books, such dividends as may hereafter be declared by the Board of Directors of this corporation upon receipt' of'certified copies of resolutions of said Board of Directors declaring said dividends, fixing the amounts thereof and the dates as of irhich the same shall be payable,' and upon receipt from this corporation s amounts, sufficient respectively for the payment of such dividends at least two days before each such' dividend payment date. '* ;ry MEETING OF DHECTORS OF p THE SHERWIN-TOLLIAMS COMPANY. fe: 21 ATS 1-38 3158 f!T It being required that we retire each year three per cent {$%) of the' st number of. shares of Preferred Stock at any time theretofore outstanding, piion, made by Mr* C. P. Jarden, seconded by Mr. H. D. Whittlesey, the followresolutions were unanimously adopted; fLVEDi '; . , - - - ' , 1 That the Company call for redemption on June 1st, 1938, y-nine hundred and fifty (4,950) shares of its Five Per Cent {$%) ,&s "Mi Preferred Stock' at the redemption pries of One Hundred Five are ($105.00) per share, specified in the terms and conditions of .qstock, and that the Treasurer be hereby authorized to pay to The eland lyust Co. a sum sufficient to effect such redemption 2 That The Cleveland Trust Company be, and it is hereby norized tod instructed`to purchase on or before May 1, 1938, in the ret or at private sale, such shares of said Series "AM" Five Per ($%) Preferred Stock for redemption purposes as it may be able to Ire at hot exceeding the redemption price above specified, and that stock so purchased be applied on and treated as a part of the stock :,..ed for redemption as above provided. 3* That after deducting from said forty-nine hundred fifty -50) shapes called for redemption as aforesaid, the number of shares ytock purchased by The Cleveland Trust Company under the provisions :-he foregoing paragraph, the number of shares remaining to be called fores&id shall be selected according to the following method5 -yy - The officers of the Company shall cause a list of holders of said Preferred Stock represented by Cleveland and New York cer tificates to .be prepared as of the close of business April 30th, 1938, shall cause the names thereupon to be numbered consecutively from bile up. They shall then proceed to select one of said numbers by lot, and as Such number is drawn, the shares of stock held by the stockholder designated by such number shall be called for redemption, provided, the amount of stock so held by him in accordance with said list shall not exebed ten (10) shares, but if the amount of stock shall exceed ton (10) shares, then only ten (10) shares of such holding shall be called for redemption by reason of the drawing of said number at that particular time, provided that such excess shall be subject to re demption in like manner should the said serial number of said stock holder be thereafter drawn again, provided, further, that such calls shall bej in blocks of ten (10) shares, or such lesser amount as the Stockholder say then hold. fey' . The officers shall continue to select numbers upon- said list by lot in' accordance, with said list until the full number of es called for redemption shall have been so drawn. RECORD BOOK PAGE 0007-SWP-000005274 B SEEIXSG OP DIRECTORS OF TEE SEEESI1J-W3XLI1MS COHPMY, -S- Ifc T such drawing my be made by The Cleveland Trust Company as Transfer Agent of said stock in Cleveland, upon "request of the officers. <- v r v .-y ffs?s;y ' 7 y y:: ' ffSSiy Should ary such stockholder,, in accordance with said list, he the registered holder of shares of said stock in an amount in excess of the number of shares so called for redemption-, the particu lar shares which shall- be held to have been so called shall be those included-within, the stock' certificates registered in his-, name bearing the highest-serial numbers, including both Cleveland and lew York certificates, sufficient to include the number of shares so called, provided,- that such"stockholder my at his option tender other cer tificates for such number of shares for such redemption,. I-It-C Certificates for said stock so called for redemption which may be presented for transfer after Hay 1, 1938, shall not be transferred except subject to said call for redemption in the name of the registered owner ' .1: - Iatyt- ' - Certificates so called for redemption shall be presented ' to The Cleveland Trust Company at its main office in Cleveland, Ohio, 'for payment for shares so redeemed and for re-issue of a new cer tificate for any balance of shares not called. After said list of stockholders has been prepared and the certificates to be called thereunder have been determined as herein before provided, written notice thereof- shall be sent by registered mail to each of the stockholders whose certificates have been called as aforesaid, notifying them of such call, the number of shares to be redeemed,1 and containing full instructions as to the stops to be taken with reference to such stock. ffiSStlEB FURTHER:* - ----- - . . r. That the Treasurer of' the Company, together with The Cleveland Trust Company ` in Cleveland, be and they are hereby authorized and directed to prepare or cause to be prepared -lists of stockholders, conduct the drawing of stock for redemption and to do and perform all such &ots in' connection therewith as they may be advised are proper and nec essary to carry this entire resolution fully and completely into effect. amjOta motion mad by Mr, H t>, Whittlesey, seconded by Mr, Z, E. ISartia, following resolution was unanimously adopted . --. : , - WHEREAS Joyce Cottinghaa Allen, Trustee for William -Shersrin ` _tesi, of Gates Mills,- Ohio, has made affidavit that she is the owner' of Certificate Ho BA285?87, issued in the name of Joyce Cottingham Allen, RECORD BOOK PAGE. .ATTES 0007-SWP-000005274 C 21 ATS X-3 31S3 MEETING OF DIRECTORS OF THE SHEHSHN-WIIillMS COMPANY, I: -6~ Trustee, for Sherwin Allen, representing an aggregate of ninety-nine shares of the common capital stock of this corporation, and. that said certificate 1ms been lostj and ipSof: r:- - WHEREAS. said owner has made application for the issuance of a new certificate for said shares of stock and has tendered to this cor- r poration a bond of indemnity executed by such owner as principal and ' P American Surety!Company of New York, as surety, in the penal sum of '|14:850*G0: to indemnify and save harmless this corporation, its transfer ^agent and its registrar, their successors and assigns from and against `h any and all costs, actions, suits, damages, charges and expenses either t of them may incur and to induce this corporation, its transfer agent and f- its registrar to issue, countersign and register a new certificate or h certificates in lieu of such lost certificate* npl'; NOT, TSESEPQ1E, BE IT RESOLVED, that said bond of indemnity is h now approved and accepted and the officers of this company are authorized : and instructed to execute and deliver a new certificate. The Cleveland y Trust Company, as Transfer Agent, is authorized and instructed to counter- y sign said certificate, and the Central National Bank as Registrar, is f'authorized and instructed to register said certificate for an aggregate y of ninety-nine shares of the common capital stock of this corporation in. |lthe same of Joyce Cottinghaja Allen, Trustee for William Sherwin Allen, in fjli&a of said' lost certificate, and that said transfer agent and registrar yb and they are hereby relieved of all liability or responsibility by sf reason of the issue, countersignature and registration of said new certificate in accordance with this resolution, i-;.,--' On motion made by Hr. E, B. Uhittlesey, seconded by Mr Z. E. Martin, .following resolution was unanimously adoptedj WHEREAS, Joyce Cottinghas Allen, Trustee for Kenneth L. Allen, Jr., _/of Gates Mills, Ohio, has made affidavit that she is the owner of Certificate ilfo.. BA28p88| issued in the name of Joyce Cottingham Allen, Trustee for I^Kpimeth L. Allen, Jr., representing an aggregate of forty (40) shares of the ^common capital stock of this corporation, .and that said certificate has |Been lostj end,.; . \ ,, M "Ut: ... : : .- .r- ' . - . WHEREAS, said owner has made application for the issuance of "new certificate for said shares of stock and has tendered to this porporation a hond of indemnity executed by such owner as principal and srican Surety Company of New York, as surety, ' in the penal sum of $6,000*00 i`: indemnify and save harmless this corporation, its transfer agent and its Registrar, their successors and assigns from and against any and all costs, ;ions, suits, damages,.- charges and .expenses either of them may incur and indue this corporation, its transfer agent and its registrar to issue, lersign and register & new certificate or certificates in lieu of such certificatei . RECORD BOOK PAGE GGG7-SWP-Q0GQ05274 D I r-----------------------iv 1" MEETING OF BISECTORS OF THE SHEKtflN-WIIilAMS COMPANY. 21A78 1-SS 8162 C' SORT, THEREFORE^ BE IT RESGtTFEB, that said bond of indemnity gg" is now approved and -accepted and, the officers of this company are ' authorized and instructed to execute and deliver a new certificate, ||t The Cleveland Trust Company, as Transfer' Agent, Is authorized and 'its- !f structedi to countersign said certificate, and, the Central National Bank gf; as - Registrar,.- is authorized, and instructed to register--said certificate for an.aggregate of forty (40) shares of the common capital stock of this corporation in the name of Joyce Cottingham Allen, Trustee for Kenneth Allen/.'Jr. , in lieu of said lost certificate and that said transfer agent and registrar^he and they are hereby relieved of aH--..,. liability or responsibility by reason of the issue, countersignature asd registration of said new certificate in accordance with this resolution* . '' . ! -' - If.;. On motion made by Mr c. P. Jarden, seconded by Mr H. B. Whittlesey, f'imanimously approved, it was - iLVED:. That The Anglo California National Bank of Son Francisco, California, be and hereby is designated and approved as a depositary of the Company, for a "Cleveland Account. ** On motion made by Mr. II. D. IShittlesey, seconded by Mr* B. A. Kohr,. "following resolution was unanimously adopted} LVEDt That the designation and use of State Bank of Albany, Albany, N. Y., ' First National Bank & Trust Company of Elmira, Elmira, N. Y., ' Commercial Merchants National Bank and Trust Company, peoria. 111. The First National Bank of St. Paul, St. Paul, Minn. spositaries for branch accounts of the company in the respective es, be and hereby is approved. v That authority to sign and countersign checks for The Sherwin- Liams Co. against branch accounts is granted to the following, namely*- Cashier - Manager l ' District Manager 'f'' ^- Manager Credits t Accounting Treasurer, and. , ,,f. ,r> - Cashier Executive Dept. - signatures of the six being required in each and every case Sff; <! II1 I RECORD BOOK PAGE 0007-SKP-0 0,0005274 2 .' MEETING OF DUECTGfiS GF THE SHEII-ILLIAMS COHPAHT. -8- fi? ' - ' ' ' ' to motion made by Mr. Harris Creech, seconded by Mr.II. D. "Whittlesey, -" ana unanimously carried. Dr N, E. Tan Stone vra.s elected Vie President and V'Director of Operations of the Company. `' "' 5Sf? On-motion made by Mr. Harris Creech, seconded by Mr. H. D. "Whittlesey, `and carried, the meeting adjourned. hm .RECORD BOOK PAGE. ATTEST. 30O7-SW5-00000052-74 F SECRETARY (Eertiftrate uf riematta TRUST NO. -w il l ia ms o o k p u j i 404 J S'ta ffisrtifn ** a. undmM i* >u> J* * ,be fmmc` 'feaci M"> SoYED .hfoL^^ii^rulvY BIWNING THE SAME TO ASHES, viZ: C^ulativ^Profarred, Sari.. "AA* Inlll*!TM-- *"s*a*tes for losa-toan-100 snare,- ------ ."^/iggp, both inelusiT.atea for 100 share MfflO Leaies described herein were iiuansed and obsolete in form.. k*%- N10796.01 sufatrihed m mjprmmm this. 30th day Notary Public mKS * Hm, ttnm.hify Cammfesfen Frpfmg f/j/-3o' /(.$ 0007-SWP-000005274 H