Document 0gVYeNGdL5pnGMg1Qwqn6JXQV

292 Madison Avenue New York, N. Y. 10017 Telephone: (212) 679-6020 MINUTES Meeting of Board of Directors Lead Industries Association, Inc. December 5, 1972 Subject to Revision By direction of the Chairman, a meeting of the Board of Directors of the Lead Industries Association, Inc., was held on December 5, 1972, in the Association headquarters, 292 Madison Avenue, New York, New York. Those in attendance were: Directors Members Represented D. Broward Craig, Chairman St. Joe Minerals Corporation H. T. Fargey Cominco Ltd. R. A. Gardiner, Jr. Gardiner Metal Co. L. M. Hermes Dresser Minerals Division Dresser Industries, Inc. R. J. Kenny ESB Incorporated H. A. Krueger Ozark Lead Company J. G. McCullough Amax Lead & Zinc, Inc. T. M. Smylie Ethyl Corporation S. D. Strauss American Smelting & Refining Co. Reuben Viener Hyman Viener & Sons H. J. Whitson NL Industries, Inc. Directors Represented Members Represented R. C. Butler (representing R. 0. Braendle) E. I. du Pont de Nemours & Co. W. G. Deeks (representing Keith Hendrick) Noranda Sales Corporation, Ltd. LIA 04 90 7 Board of Directors Meeting Minutes 2 December 5, 1972 R. E. Wallace (representing P. C. Henshaw) Dr. William C. Zeek (representing . Dennis Taylor) Homestake Lead Company of Missouri C. Tennant Sons & Co. (for Broken Hill Associated Smelters Pty. Ltd.) Others in Attendance James C. Buck (Chairman LIA Industry Development Comm.) R. J. O'Hara Paul V. Higgins Philip E. Robinson Jerome F. Smith Connel A. Baker Jerome F. Cole E. D. Martin R. Assadi T. D. Agne ' - Representing American Smelting & Refining Co. . Amax Lead & Zinc, Inc. Lieberman Harrison, Inc. (LIA Advertising and Publicity Agency) STAFF Executive Vice President Secretary &. Manager Battery Department Director, Environmental Health LIA/ILZRO' Architectural Department Supervisor Publications Technical Service - Metals & Chemicals (1) CALL TO ORDER The meeting was called to order by the Chairman, Mr. D. Broward Craig, at 10:00 a.m. - (2) QUORUM The Secretary, Mr. Jerome F. Smith, reported that the presence of 11 Directors and 3 Alternates constituted a quorum for the transaction of business. (3) NOTICE OF MEETING The Secretary presented a copy of the Notice of Meeting, and the agenda which had been mailed to each Director, as provided in Section 4.03 of the Corporation's Bylaws. The copy was ordered filed with the Minutes as Exhibit "A" (Sent to Directors on November 21, 1972) . (4) MINUTES OF PREVIOUS MEETING The Minutes of the Board of Directors Meeting, held April 6, 1972, sent to the Board April 24, 1972, were approved as written. Board of Directors Meeting Minutes 3 December 5, 1972 (5) CONSIDERATION OF ADMINISTRATIVE & PROMOTIONAL BUDGET The Chairman of the Industry Development Committee, Mr. James C. Buck, reported that his Committee had reviewed the entire promotional program in detail on October 12, 1972, and had made cuts and additions in the'budget with the net effect being a reduction of $39,700 from the Staff proposal. With the anticipated tonnage base, and including a modest draw from reserves, the Industry Development Committee recommended that the entire promotional program, as amended, be recommended to the Board of Directors. After considerable discussion of all of the programs, a motion was made, seconded and approved to adopt the administrative and promotional budgets as recommended by the Industry Development Committee, with the exception that the new film, Item 6m, would not be activated without the approval of the Executive Committee, and with the recommendation that the entire movie be funded this year if the Bunker Hill Company rejoins the Association. In effecc, the Board thereby approved the 1973 budget for LIA in the amount of $738,150, with an additional $30,000 expenditure towards a new mcvie to be considered by the Executive Committee at some future date. (6) ESTABLISHMENT OF ASSESSMENT RATES FOR 1973 A discussion followed on projected assessment income for 1973. and the Secretary reported that although the tonnage base was about 670,000 tons, current Bylaw regulations limited maximum payment of any one company and its subsidiaries to 25% of the total effective assessment. A chart was supplied by the Secretary indicating that at Sid per ton, and assuming a limitation on payments of 27*5%, total income would be about $755,000. - In view of the fact that this sum would be adequate to cover the budget as approved by the Board, a motion was made by Mr. McCullough, seconded by Mr. Wallace and unanimously approved by the Board to establish assessment rates for the Association for 1973 at 91d pe^ ten on pig lead sales, with no change in the rates per ton for mining, smelting and refining, manufacturing, and assembled articles. (7) AMENDMENT OF BYLAWS A motion was made, seconded and approved to amend the last sentence of Section 1.08 of the Bylaws cf the Association to read: "For any one fiscal year, no assessment for any member including his wholly owned subsidiaries, shall exceed 25 per cent of the total assessment of all members for the same period, provided that for the fiscal year 1973 the limitation shall be 27.5 per cent rather than 25 per cent." (8) ELECTION OF NEW BOARD MEMBER The Secretary reported that the Eagle-Picher Industries, Inc. had resigned from the Association and that because of this Mr. Roger Walker was no longer a Board Member. A motion was made, seconded and approved to nominate and elect Mr. Keith C. Hendrick, President, Noranda Sales Corporation, as a Director, effective immediately, to fill the unexpired term of Mr. Walker. The Secretary also reported that Mr. William H. Love had been appointed by Hecla Mining Company as a Director to fill the term of Mr. L. J. Randall who has resigned from the Board. L IA0A9C9 Board of Directors Meeting Minutes 4 December 5, 1972 (9) APPOINTMENT OF NOMINATING COMMITTEE FOR OFFICERS AND DIRECTORS A motion was made, seconded and approved to grant the Chairman authority to appoint a nominating committee for officers and directors to be elected at the next Annual Meeting. (10) REPORT ON ACTIVITIES OF MEMBERSHIP & DUES REVIEW COMMITTEE The Chairman reported that two meetings of this Committee had been held, and that a sliding-scale dues structure was being considered by the Committee along with an increase in the minimum membership dues. In connection with the dues structure review, the Committee was also considering Association activities in relation to value received by members. A thorough understanding of program activities was considered necessary to determine importance of each to various categories of the industry which in turn would reflect their willingness to provide support. (11) FINANCIAL REPORT The Treasurer reported on the financial position of the Association as of October 31, 1972, and indicated that the projected year-end balance would be approximately $93,000. The Secretary noted that the Association has Savings Accounts in 9 banks throughout Manhattan and Brooklyn .and that in view of the amount the Association normally held in these accounts, it was recommended by the Assistant Treasurer that this be consolidated in the 4 Savings Banks listed below: Empire. City Savings Bank Midtown Office 2 Park Avenue at 33rd Street New York, New York 10016 The Franklin Savings Bank Eighth Avenue & 42nd street New York, New York The Greenwich Savings Bank 57th Street Office 3 West 57th Street New York, New York 10019 The New York Savings Bank Rockefeller Center Office Avenue of the Americas at 49th St New York, New York 10020 The Board unanimously approved transfer of the LIA Savings Accounts to these four banks. (12) APPROVAL OF AUDITORS FOR 1973 A motion was made, seconded and approved to again appoint Peat, Marwick, Mitchell & Co. as LIA auditors for the year 1973. (13) REPORT ON MEMBERSHIP The Secretary reported that the Association had 52 member firms as of December 1, 1972, and that the following changes had occurred since the previous report in April: Resignation - Eagle-Picher Industries, Inc. American Building Cincinnati, Ohio 45202 New Member - Seitzinger's, Inc. 900 Ashby St., N.W. Atlanta, Georgia 30318 LI A04910 Board of Directors Meeting Minutes 5 December 5, 1972 (14) NEW BUSINESS Realignment of Some Staff Responsibilities Within Lead Industries and Zinc Institute The Executive Vice President discussed a proposed new organizational arrangement for the two Associations designed to take advantage of the administrative talents from both groups. New positions in the organization would result in the following: Jerome F. Smith would become Secretary and General Manager of both LIA and ZI. Mr. Lewis E. Gage would become Assistant Secretary and Director of Communications of both LIA and ZI. Mr. R. Assadi would become Manager of Association Services for both LIA and ZI. Mrs. Dorothy L. Moore, in addition to being Assistant Treasurer, would become Comptroller. Where practical, activities and salaries of these individuals would be jointly shared by the LIA and ZI. These proposed changes received the general approval of those present. and Mr. Robinson announced that if the Zinc Institute Board also approved, these changes would be instituted before the first of the year. (15) ADJOURNMENT There being no further business, the meeting was adjourned at 12:00 noon. Sincerely, JFS:lm Attachment 12/20/72 Jerome F. Smith Secretary & Manager PROPOSED LIA 1973 BUDGET PROGRAMS 1. BATTERY a) Technical Publicity (includes production) b) Reprints c) Dues Electric Vehicle Council d) New Publications 1972 Budget Proposed 1973 Budget $ 25,000 2,500 1,000 2,500 $ 25,000 2,500 1,000 2,000 Program Total $ 31,000 S 30,500 2. ARCHITECTURAL a) Technical Publicity (includes production) b) Space Advertising c) Reprints d) Apprentice Program e) New Publications f) Test Programs g) Exhibits (CSI + Acoust. Sh.) $ 25,000 2,500 1,500 1,000 500 $ 25,000 15,000 2,500 1,500 6,700 500 3 , 500 Program Total $ 30,500 $ 54,700 3. INDUSTRIAL NOISE a) Technical Publicity (includes production) b) Space Advertising c) Reprints d) Test Programs e) New Publications f) Exhibits (1/2 Acoust. Sh.) $ 5,000 1,450 500 1,500 " $ 10,_000 20,000 1,500 500 1,500 1,000 Program Total $ 8,450 $ 34,500 -i 1 V- L IA04 912 LIA 1973 Budget - Page 2 4 CHEMICAL CONSTRUCTION al Technical Publicity (includes production) b) Reprints cl New Publications . dl Corrosion Manual 1972 Budget Proposed 1973 Budget $ 5,000 - ~i,000 $ 5,000 1,000 1,500 7,000 Program Total $ 6,000 $ 14,500 5 HEALTH & SAFETY al Environmental Info & Publicity Program $105,000 b) Reprinting Pediatrics Book - cl Proceedings of Pediatric Lead Poisoning Seminar - dl Other Miscellaneous 2,000 el Kettering Abstracts 1. Abstracting 12,800 2. Printing & Mailing 5,200 f) ILZRO/LIA Health & Safety Department ' ,, 45,000 $ 90,000 5,000 3,000 1,000 13,300 4,700 57,500 / ) 6 Program Total $170,000 GENERAL PROMOTION & SUPPORT ACTIVITIES al Technical Publicity (covers all other uses for lead, e.g. paint, ceramics, stabilizers, etc.) b) Annual Review c) LEAD Magazine d) Lead Abstracts e) Miscellaneous Literature f) Reprints 9) Illustrations & Photographic Exp. h) Motion Picture 1. General Distribution 2. Bureau of Mines i) Contributions to Technical Associations: 1. Steel Structures Painting Council 2. American National Standards Inst. j) Zinc & Lead International Service (ZALIS) k) Contingency Matl. ILZRO 1) Contingency Misc. Promotion m) New Film Script plus locations, shots n) College Engineering School Advertisements o) Travel & Expenses P) Technical Society Dues q) Subscriptions - Books & Periodicals $ 10,000 1,500 30,000 13,000 2,000 --' 1,500 5,500 1,000 1,000 750 22,500 5,000 2,000 - - 40,000 700 800 $174,500 $ 10,000 1,500 32,000 14,000 2,000 1,000 1,500 T, 000 1,000 1,000 750 24,300 5,000 4,000 30,000 4,000 40,000 700 1,000 Program Total TOTAL PROMOTIONAL BUDGET $137,250 $383,200 $180,750 $489,450 LIA04913 r LIA 1973 Budget - Page 3 LEAD INDUSTRIES ASSOCIATION, INC. STATEMENT OF ADMINISTRATIVE DISBURSEMENTS ~ ADMINISTRATIVE DISBURSEMENTS 1. Salaries a' Gross Payroll b) Temporary Help c) Employment Agency Fees d) Hospital & Health Insurance . e) Group Insurance 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. JL3. Payroll Taxes Pension Premium Business Insurance: a) General b) N.Y. Disability Rent Meeting Expenses: a) Annual Meeting b) All Other Professional Fees: a) Auditing b) Legal ' c) Consulting -- d) All Other Printing & Office Supplies Telephone & Telegrams Postage and Express Furniture & Equipment Office Services Miscellaneous TOTAL ADMINISTRATIVE 1972 Budget ( ( ($178,200 ( ( $ 8,000 16,000 1,500 ( 27,000 2,000 - __ 500 1,200 2,000 24,000 1,000 6,0.00 7,000 10,000 1,000 7,000 1,500 $ 293,900 TOTAL PROMOTIONAL TOTAL LIA BUDGET $ 383 ,'200 $ 677,100 Proposed 1973 Budget ( ( ($175,000 ( ( $ 8,000 16,000 1,500 ( 28,500 2,000 500 1,200 2,000 2,000 1,000 6,000 7,500 15,000 4,000 7,000 1,500 $ 278,700 $ 489,450 $ 768,150 LIA04914 LIA 1973 Budget - Page 4 TABLE I. A - Summary of Budget, Income and Expenditures, 1966-1972 Approved Budget INCOME Assessments Other Total- Expenditures ' Reserve Year End 1966 1967 1968 1969 1970 1971 1972 $826-650 913,700 841,905 924,675 954,400 920,000 677,100 $812,896 878,340 623,852 806,629 985,417 817,371 642,740 $12,899 17,574 31,519 12,343 7,831 8,782 7,000 $825,795 895,914 655,371 818,972 993,248 826,153 649,740 $739,739 753,253 818,402 843,220 984,146 881,905 649,900 $184,846 327,507 164,476 140,228 149,330 93,578 93,418 (EST) B - Assessment Rates in cants-per-ton, 1966-1972 Membership Industry Development Mining Smelt. & Refin. Manufacturing Assembled Articles Pig Lead Sales Regular H & S Regular H & S - Regular H & S 1966 1967 1968 1969 1970 1971 1972 $ .16 .16 .16 .20 .21 .17 .17 2.4$ 4.28 $ .04 .04 .04 .05 .09 .07 .07 .6? 1.2 ' r~$ .04 .04 .04 .05 .09 .07 .07 .6$ 1.2 Regular H & S $ .02 .02 .02 2*a .05 .04 .04 .3$ .6 ' Regular H & S $1.10 .91 .90 1.17 1.05 .84 .89 15$ 28 LIA04915 LLS 1973*Budget - Page 5 TABLE II BUDGET RECAP Proposed Activities for 1973 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. Total Technical Publicity (includes production) Space Advertising New Publications Reprints Contributions to Technical Associations Test Programs Exhibits & Conventions Corrosion Manual Apprentice Program Annual Review LEAD Magazine Lead Abstracts Miscellaneous Literature Illustrations & Photographic Exp. Motion Picture Zinc & Lead International Service (ZALIS) Contingency Matl. ILZRO Contingency Misc. Promotion Prepare new script and begin shootingfilm College Engineering School Advertisements Travel & Expenses Technical Society Dues Subscriptions - Books & Periodicals Environmental Info S Publicity Program Reprinting Pediatrics Book Proceedings of Pediatric Lead Poisoning Seminar Other Miscellaneous Kettering Abstracts ILZRO/LIA Health & Safety Department ,; . ' .. . $ 75,000 35,000 11,700 8,500 2,750 1,000 4,500 7,000 1,500 1,500 32,000 14,000 2,000 1,500 8,000 24,300 5,000 4,000 30,000 4,000 40,000 700 1,000 90,000 5,000 3,000 1,000 18,000 57,500 TOTAL PROMOTIONAL PROGRAM $489,450 TOTAL ADMINISTRATIVE , $278,700 TOTAL LIA BUDGET $768,150