Document 0gDEyDM3ZnmdOyEMpmEZKE3kk

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 MIMUTES OF MEETING \ OF THE BOARD OF DIRECTORS Sunday, June 10, 2001 Wigwam Resort Litchfield Park, Arizona DIRECTORS PRESENT Robert Bosco Walter Britland Rob Burgess Martin Chevalier Don Delvy Tom Moalli Ralph Neil Rudy Prosperi Anstro Manufacturing Federal Mogul Wheeling Brake Block Inc. Friction Division Products Dana Brake & Chassis TEK-MOTIVE, Inc. ABS Friction BRAKEPRO, Inc. OTHERS PRESENT Patrick Healey, President Gilbert N. Laycock Thomas P. Weldy, Counsel Superior Friction Friction Materials Standards Institute, Inc. Morehouse Harlow & Weldy Attorneys at Law DIRECTORS ABSENT Michael Greenberg Capital Tool & Design Mr. Healey, President called the meeting to order at 5:10 P.M. ELECTION OF OFFICERS Mr. Healey called for nominations for officers. The Nominating Committee recommended the following slate of officers: President - Mr. Patrick Healey vice President - Mr. Rob Burgess Treasurer - Mr. Ralph Neil Secretary - Mr. Gilbert N. Laycock Mr. Healey called for any additional nominations from the floor. There were none. Upon motion duly made, seconded and unanimously passed it was: RESOLVED: That the nominations for Officers be closed. Whereupon the Secretary was instructed to cast one ballot for the election of Mr. Patrick Healey for President, Mr. Rob Burgess for Vice President, Mr. Ralph Neil for Treasurer and Mr. Gilbert N. Laycock for Secretary. The Secretary advised that the ballot had been cast. FMSI-0508 FMSI 03659 Minutes of the Board of Directors Meeting 2- - June 10, 2001 ELECTION OF OFFICERS /continued 1 ) Whereupon the following persons were duly elected as officers of the Institute for the ensuing year: Patrick Healey Rob Burgess Ralph Neil Gilbert N. Laycock President Vice President Treasurer Secretary RETENTION OF COUNSEL The Secretary advised that, according to Article VII of the By Laws, at each Annual Meeting legal counsel shall be retained for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Mr. Thomas Weldy or designated replacement from the firm of Morehouse, Harlow and Weldy be retained as Institute Counsel and that services be paid on a time and charges basis. RETENTION OF AUDITORS The Secretary recommended the retention of Auditors for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Marshall Granger & Co. PC, Certified Public Accountants be retained as auditors for the Institute for the ensuing year. BUDGET - JULY 1. 2001 THROUGH JUNE 30. 2002 The outgoing Board of Directors had earlier reviewed recommended approval of an Expense Budget of $220,045 for 2001-2002 fiscal year. This budget had been approved by Membership at its meeting earlier on this date. and the the Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Expense Budget of $220,045 approved by the Members be adopted for the July 1, 2001 - June 30, 2002 fiscal year. FEE FORMULA - JULY 1, 2000 - JUNE 30. 2001 The outgoing Board of Directors had earlier recommended no change in the Fee Formula for 2001-2002 fiscal year. It was approved by the Membership at its meeting earlier on this date. FMSI 03660 X Minutes of the Board of Directors Meeting -3- June 10, 2001 FEE FORMULA - JULY 1, 2000 - JUNE 30. 2001 fcontinued) Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, 2001, the annual dues for Active Members and Regional Members with Active Member rights would be the total of a basic fee of $1,800, and a charge for participation in each of the following categories: Disc brake linings. Drum brake linings. Brake Block, Clutch facings. Brake Shoes. The charge would be $250 each for the first and second categories, and an additional $500 each for the third and fourth category. A five-category membership (though none exists at this time) would be the same as a four-category membership. This works out to dues by category of: one category $2,050; two categories $2,300; three categories $2,800; four and five categories $3,300. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, 2001, the basic annual fee for Regional Members (Regular) would be $1,800; $ , .Regional Member (Association) $2,800; Licensee: 1 000 DATE and LOCATIOH OF AHHUAL MEETING The Annual Meeting Committee had offered two choices for the site of our 2002 Annual Meeting. They were: Longboat Key, Florida and Kiawah Island Resort, Kiawah Island, South Carolina. upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To hold the next regular meeting of the Board of Directors and Membership at The Kiawah Island, South Carolina, on June 8, 2002 and June 9-10, 2002, respectively. If, due to committee action, or other reasons, an earlier Board meeting must be called, the Directors will decide on a location and date at that time. In order to reserve dates for the 2003 Annual Meeting, the Board of Directors considered the Resort at Longboat Key Club for the June 2003, Board of Directors Meeting and Membership Meeting. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To hold the 2003 meeting of the Board of Directors and Membership at The Resort at Longboat Key Club, Longboat Key, Florida, on June 7, 2003 and June 8-9, 2003, respectively. FMSI 03661 Minutes of the Board of Directors Meeting -4- June 10, 2001 INTERIM BOARD MEETIMGS A Board Member asked if there would be any interim meetings of the Board of Directors. The Secretary strongly suggested that there not be, as the interim meeting setup for Las Vegas in October 2000, between the APRA Convention and the AAIW Convention was attended by a total of three members and the Secretary. The President requested that quarterly statements of expenses vs budget be sent to the Officers and Board of Directors in place of an interim meeting. There being no other business brought to the attention of the Board of Directors at this time, upon motion duly made, seconded and unanimously passed it was: RESOLVED: To adjourn. Adjourned at 5:20 P.M. G. N. Laycock Secretary FMSI 03662