Document jbRVMr8k7B1ZeJkbazov7rek

MEETXtJG OF DIRECTORS OF THE SnERTnU-TTlLLIAIIS CQMPAIfY'. .3. 31*78 li-41 MSI RESOLVEDt That it is advisable that this Company contribute to the Detroit White Lead Works, the sun of Two Hundred Thousand Dollars ($200,000.), as and for paid-in surplus of said Lead Works, and the Treasurer of the Company is hereby authorised and directed to remit said sum to said Lead Works for suoh aeoount. On motion made by Ur. D. A. Kohr, seconded by Ur. i. D* Baldirln, the following resolution was unanimously adopted* RESOLVED, That there be set aside five per oent (5#) of the net earning? of the Company for the fiscal year ending August 31st, 1537* remaining after the deduction of Federal income taxes with respect thereto. Federal surtaxes with respect to the un distributed portion thereof, an amount equivalent to ten per cent (10#) of the par value of the outstanding common stock of the com pany, and an amount equivalent to the dividends paid upon the pre ferred stock of tiie company during such fiscal year, said sum so set aside to be paid as additional compensation for their servioes in such fiscal year to suoh offioers, managers, and other employes of the company, and in auoh respective amounts as may be designated and provided by the Executive Committee of the company, after con sulting with the President of the Company with respect thereto. The President stated that the officers of the Company had been considering the advisability of the aoquisition by the Company of sub stantially all tiie assets of Burgess Titanium Company a Delaware corporation, consisting principally of patents and applications for patents relating to the manufacture of Titanium products and certain mineral deposits of Titanium ore located in the State of Virginia. He said that in order to permit the Company to conduct an investigation to determine whether such acquisition would be advisable and to purchase suoh assets at a price agreed upon in advance, if such investigation should disclose that suoh purchase was advisable, the officers had worked out an arrangement with the officers of the Titanium Company, whioh was set forth in a draft of agreement and plan of reorganisa tion between the Titanium Company and this Company, providing for suoh investigation and permitting this Company to make suoh purchase, if desired, in consideration of five thousand, five hundred (5,500) shares of common stock of this Company* Bo said that & copy of suoh draft of agreement was in the hands of the Secretary, and he reoousaended that the Board authorise the officers to enter into such an agreement. RECORD BOOK PAGE. 0007-SWP-000005286 2=2^ seWWTA.r y- MEETEfG OF DIEECTOBS OF THE SHHHJnHJTILLIAHS CCMPA5T, *ra Aftor full discussion, the following resolution was offered, its adoption duly moved by 2ir, C* S. Eaton, seconded by Mr, A, X>. Baldwin, and on being put to vote was adopted * HESOLVEDj That the President or Vice President, and Secretary or Assistant Secretary,'of the Company, be, and they hereby are, authorized and directed, in the name and on behalf of the Company, to enter into on agreement with Burgess Titanium Company, in the fora, or substantially the fora, of the draft of agreement with said Company, attached hereto end marked Exhibit "A" of this meet* *ing, subject (1) to opinion of patent attorney as to validity of the patents) (2) to approval of officers and company experts os to desirability of the produot; and (3) to approval of company oounsel as to legality of issue of cannon stock. Thereupon the meeting adjourned. RECORD BOOK PAGE. 0007-SWP-000005287