Document rL8zRoYXjdK3LOj3vG3xr45r

RESOLUTION Of TUB BOARD OP DIRECTORS OP THE SHBtfXIMVXLLlAiiS COUPARY. "HESOLViJD, - Hint the regular quarterly dividend of One and Ono-quartor Per Cent (lV,) to March 1st, 1938, on the out standing shares of Series "/a,*" Pirp Per Cent (5~) Cumulative Preferred Stock of this Company, he and the sons Is hereby deolarod out of the surplus profits of tha Conpsqy, payable lMroh 1st, 1938, to holders of stock certificates for such shares of record as of the close of business on February l.l>th# I938, including holders or deposit receipts issued under the Company's Bechance Offer of Bsoenber 2lst, 193$, and exchange able for stock certificates for shetea of *uoh stook cm the basis set forth in said offer, of record as of the close of business Pobruaiy Ihth, 1036." *** I, r. n. hirphey, Secretary of The Shera-iiX.'illiaxs Company, horoljy certify that tho foreeolnn is a true c o r - of resolution duly adopted by the Board of Directors of sold corporation at a meetin thereof duly hold on the 26th day oi` January, 1938* *t which a quorum, eas present. TTITIIEGS vtr hand os such Secretary and the seal oh said corporation, this 26th day of Junuary, 1933. To Lr. t<*. J. haffnor. Corporation Trust Department, Tho Cleveland Trust Co. Cleveland, Ohio. To hr. I. n. Plunb, Jiaat. Vice President, Bankers Trust Co., Corporation Trust Department, 16 mil Street, Itow York, II. Y. SearetV'iy. N24208 flESCKOTXQB OF XUS HOARD OF DIRECTORS OF THE SHERH&MOlUJUffi CCUPAHT. RBSQLVEDt That The Cleveland Trust Company, of Cleveland, Ciilo, be and It hereby la appointed aa agent of this Corporation with the title "Dividend Disbursing Agent," Said Agent ie horoby authorised and inrtaruoted to pay to the order of tho registered holders of oertlfiaatee for the Comon capital stock of this corporation as ahem by its books, such dividends as may hereaftor be declared by the I3oard of Directors of this corporation, upon reoeipt of certified copies of raaolutiana of said Board of Mroctora declaring said dividends, fixing the anconts thereof sad the dates as of which, the enae shall be payobis, and upon reoeipt fro:-, this corporation of amounts sufficient re spectively for tho payment of such dividends at least two days before each such dividend payment date. " +*-* Ii T. G, litarphey, Secretary of The 8herwinJfflllia: ji Company, hereby certify that the foregoing Is a true copy of a resolution duly adopted by the Board of Directors of said corporation at a meeting thereof duly held on tho 26th day of January, 1<Q13, at which a quorum was present. WITNESS ny hand aa auoh Seeratary and tho seal of said cor poration, tills* 26th day of January^ 1938. To ur. F. j. Haffner, Corporation Trust Department, The Cleveland Trust Co. Cleveland, Ohio, Secretary^ N24208.01 0QQ7-SWP-000108630 \ RESCLOTIOK OF USE BOARD OF DIRECTORS OF XBS SlffiK'.iUMVlLhlAI.C CC&PASY. "RESOLVL'D: Th*t a dividend of One Dollar ($1.0G) per ehare {$25-00 par value) be and the same la here by declared out of tho surplus profits of the Company, on the Issued and outstanding Caaaon Capital Stock of the Company, payable February Igth, 1933, to stock holders of record at the close of business January 31st, 1938-" * * I, T. G. r'urpliey. Secretary of The ShonrtnITilllans Company, hereby certify tliat th foreGoin- is a true oopr of a resolution duly adopte by the Board of Directors of suld corporation at.a ceotinc thereof duly held on the 26th day' of January, 1933, at vhloh a quorum -aaa present. ".ITlILSd ny hand os ouch Seerotary and the seal of said corporation, this 26th day of January, 1938. To itr. F- J. liaffner. Corporation Trust Department, The Cleveland Trust Co. Cleveland, Ohio. SearetaryT N24208.02 0007-SWP-000108631 ESCOLUTIOII OP THE ^OAPJ) OP BISECTORS OF HIE S2Sr:I5J5XIi,IA^S OOmtIY. rcroi.r i's X That tho Connnny call for rodoaption on Juno lat, l?3u, forty-nlno hundred anil fifty (d,9S>0) shares: of Its Five per Cent Series "aaa" Preferred f took at tho redemption pries of One Iftmdre' Five Dollars (flOt.OO) por share, speoifiod in tho tema and conditions of such stook, and that the Troaauror ho hereby authorized to pay to The Cleveland Trurrt Co. a sura sufficient to effect suoh redemption. 2S That -The Cleveland Trust Coupon,' be, and it Is hereby authorized and instructed to purchase on or before Kay 1st, I93C, In the aari:et or at private sale, such shares of said Series "AAA" Five Per Cent (g?J) Proforrod Stock for redemption purposes as it nay 'm able to acquire at not exoee&inj; the i*edonption price above spooifiod, and that the stook so purchased, bo applied on end treated as a part of the stook called for redemption as above provided. 3a That after doduotinn fro.i said forty-nine hundred fifty (4,^>0) shares called for redemption as aforesaid, the nucibor of shares of stook puroh&ood by Tho Cleveland trust Company under the provisions of the foregolny paragraph, the nucibor of shares ranainin ; to be called as aforesaid shall be soleotod eoaordixv to tho follorrlne method. Tho offleers of the Company sliall cause a list of holders of Preferred stock represented by Cleveland and Bbir York certifi cates to bo prepared as of tho close of business April 30th, 1938, and shall cause the nones thereupon to bo msnbcrod oonsooutivoly from one up. They shall then proceed to select one of said uun bora by lot, and as euah number is drawn, the shares of' stock held by tho stockholder designated by sucsh number shall he eallo: for redenption, provided, tho amour.t of stock so held by him ir. accord ance with said list shall not exoood ten (10) ahares, mt if Liie onoui.t of stock shall exooed ten (10) shares, then only ten (10) shares of such hcldia, shall be called for redenption by reason of tho drawing of said number at that particular time, provide that suoh excess shall be subject to redemption in like mennor Bhould the said serial number of said stookholdor bo thereafter drawn again, provided, further, that such calls shall be In blocks of ten (10) shares, or such lessor anoui t as the stockholder ney then hold. The offioors shall continue to seleot numbers upon said list by lot in accordance with said list until the full number of shares oallod for redenption shull have boon so drawn. N24208.03 0007-SWP-000108632 -Q Such drawing asy be made by The Cleveland Trust Conpasy as Transfer Jgent of said, stock in Cleraland, upon requoBfc of tho offloora. Should any such stookholdctr, in accordance with said list bo tho registered holder of shares of said stock in an amount in exoess of the number of eharos so called for redemption, the particular shares which shall be held to have been so called shall be those in cluded within the stock certificate registered in his name boarin;: the highest serial numbers, including both Cleveland and New York certificates, suffioiont to ineludo tho number of shares so callod, provided, that such stockholdo r stay at his option tender other certificates for suoh number of shares for such redemption. Certificates for said stock so flailed for redemption which my be presented for transfer aftor liay 1, I93S, shall not bo trans ferred except subject to said call for redemption in tho na: of the registered ownor. Certificates for said stock so called for redemption which may be presented for tr ! 0007-SWP-000108633 E d>winf; may be made by The Cleveland Trusj. rTrT.ry ,b Transfer Agmfl * said atook in Cleveland,upon requaa^ tjw officers, Should aity- auoh stockholder, in aeeordenee sb, the regiatered holder of shares of said stock in iaao^ui. in excess of the number of shares so ealled for redemption, tho particular ellares which shall be held to have been so called shall be those included with in the stock certificate registered in his name bearing the highest serial cumbers, including both Cleveland and Sear York certificates sufficient to include the number of shares so called, provided, that such stockholder rosy at his option tender other certificates for such number of shares for auoh redemption. Certificates for said stoek so ealled for redemption whioh may be presented for transfer after Uay 1, I938, shall not bo transferred exoept subject to said call for redemption in the nans of tho registered earner. Certificates so ealled for redemption shall be presented to Tho Cleveland Trust Company at its main office in Cleveland, Ohio, for pay ment for shares so redeemed and for re-lasue of a nos certificate for any balance of shares not called. After said list of stockholders has been prepared and the cer tificates to be ealled thereunder have been determined as hereinbefore provided, written notioo thereof shall be sent by registered mil to each of the stockholders whose certificates have been called as afore said, notifying then of such oall, -the number of shares to he redeemed, and containing full instructions os to the stops to bo taken with referenoe to such stock. EESOLVai FURTHER 1 That the Treasurer of the Company, together with Tho Cleveland Trust Company In Cleveland, be and they are hereby authorised and directed to prepare or oause to be prepared lists of stockholders, con duct tho drawing of stock for redemption and to do and perfom all such acts in connection therewith as they may be advised are proper and nec essary to carry this entire resolution fully and conpletcly into effect." ***** I, T. C. Murphsy, Secretary of The Sherwin-tfillisms Company, hereby certify that the foregoing is a true copy of resolution dul,, adopted by the doard of Directors of said corporation at a meeting thereof duly held on tho 26th day of January, 1930, at which a quorum was present. WITNESS sy hand as such Secretary and the seal of said corporation, thiB 27th day of January, 1938. To Ur* 1. J. Haffnar, Corporation Trust Dept., The Cleveland Trust Co., Cleveland, (hio. Searstary. 0007-SWP-000108634