Document 1QJDbJyr7K4zE9GQ8EdjZQapE

ELI WMlTNCV DCICVOISC MtANCtl T, . PlIMtTON MARVIN LYON 9 , SAMUEL t. OATES SIDNEY O. EDWARDS OSCAR M . IRUESM AUSEN A . EAlR RIELO 0 A N A THOMAS T. RICHMOND w il l iam c v ir o c l l m CHARLES I. RiCRCt JR. EARL E J STARKEY O BRET CARLSON OEOROE N.LINpSAY JAMES B.WELLES.JR. ROSWELL I.RERKINS ROBERT B 0MCNREN HAROLD H. MEALY. JR JOSEPH SARIASH CHESTER BILLINOS.JR MICHAEL H. OOrr WILLIAM b .ma t t c s o n BARRY R. BRYAN RICHARD O- KAHN WILLIAM PHILO CLARK J. ASA ROUNTREE De b e v o is e ,Pl imp t o n , Ly o n s X Ga t e s 320 PARK AVENUE NEW YORK, N . Y. 10022 TtLtRHONE:PlAZA 1-0400 Ch a r l e s a n o u l o SPECIAL COUNSEL December 7, 1965 EUROPEAN OPP'CCS LACE OU RALAIS BOURBON PARIS TELEPHONES 40| - I I - SI 70S*IO*40 CABLE ADDRESSES DC|0TCVe HEW YORK QCISTCVI PARIS Mr. David M. Borcina Secretary-Assistant Treasurer Lead Industries Association, Inc. 292 Madison Avenue New York 17, New York . Dear Mr. Borcina: Enclosed please find a draft of the minutes of the meeting of the Board of Directors held on December 7, 1965, which relate to the transfer of research* functions to the newly-incorporated ILZRO. Also enclosed are copies of the forms of Assignment and Transfer, Assumption Agreement, and Assignment of Lease, which were approved at the meeting. . Very truly yours, Enclosures William B. Turner \ \\ \ V L 11 0 c Q r r LEAD INDUSTRIES ASSOCIATION, INC. 292 MADISON AVENUE NEW YORK, N. Y. 10017 TELEPHONE -- AREA CODE >11 OR -*010 SUBJECT TO REVISICN New York, N.Y. BOARD OF DIRECTORS MEETING MINUTES December 7, 1965 A meeting of the Board of Directors of the Lead Industries Association, Inc., was held on Tuesday, December 7, 1965 in the offices of the Association. PRESENT REPRESENTING S. D. Strauss, Chairman Aubrey Caliis D. R. Carter J. A. Costello A. H. Drewes John Ehglehorn R. A. Gardiner Robert Hendricks F. H. Hurless Virgil Murph C. E. Schwab American Smelting and Refining Co. Federated Metals Div., American Smelting and Refining Co. The Eagle-Richer Co. Ethyl Corporation National Lead Co. St. Joseph Lead Co. The Gardiner Metal Co. The Consolidated Mining and Smelting Co. of Canada, Ltd. Anaconda Sales Co. Murdock Lead Co. The Bunker Hill Co. MEMBER GUESTS F. Cameron J. G. Cassara Andrew Fletcher J. S. Smart, Jr. William Wilke in St. Joseph Lead Co. The Electric Storage Battery Co. St. Joseph Lead Co. American Smelting and Refining Co. Hammond Lead Products, Inc. GUEST William B. Turner (Present from 2:10 to 2:30 p.m.) Debevoise, Plimpton, Iyons & Gates L.I.A. STAFF LIA01196 R. L. Ziegfeld, Executive Vice President, Treasurer D. M. Borcina, Secretary, Assistant Treasurer Don Fowler, Director, Health and Safety Ahead with Lead N 714.01 Board of Directors Meeting Minutes -2- Decsmber 7, 1965 I.L.Z.R.O. STAFF S. F. Radtke, Research Director S. . Eck, Assistant Research Director The Chairman called the meeting to order at 2:10 P.M. The Secretary reported a quorum was present and kept the minutes of the meeting. The Secretary presented a copy of the notice of meeting which had been mailed to each Director, as provided in Section 4*03 of the Corpora tion's 3y-Laws. The copy was ordered filed with the minutes as Exhibit "A" (sent to Directors on November 26, 1965.) The minutes of the previous meeting of April 28, 1965 were approved. The minutes of the meeting of the Executive Committee of the Board of Directors held on September 10, 1965 were approved. TRANSFER OF PROPERTIES AND RIGHTS TO I.L.Z.R.O., INC. Mr. Turner reported that International Lead Zinc Research Organization, Inc. had been incorporated in New York on November 29, 1965. He explained that in connection with the transfer of research activities to > the new corporation, the corporation should assign and transfer to it the assets and properties used in research activities. The assignment and trans fer would be conditioned upon an assumption of the liabilities related to the research activities by International Lead Zinc Research Organization, Inc. A form of Assignment and Transfer, and a form of Assumption Agreement, both dated as of January 1, 1966, were presented to the meeting and were ordered filed with the minutes. After discussion, upon motion duly made and seconded, it was unanimously: RESOLVED, that the form of Assignment and Transfer and the form of Assumption Agreement, both dated as of January 1, 1966, presented to the meeting be and they hereby are approved. FURTHER RESOLVED, that upon the execution and delivery to the Corporation of an Assump tion Agreement substantially in the form of Assumption Agreement presented to the meeting, the officers be and each of them hereby is authorized, in the name and on behalf of the Corporation and under its corporate seal, to execute and deliver an Assignment and Transfer substantially in the form of the Assignment and Transfer presented to this meeting, with such changes therefrom, if any, as the officer executing the same may by such execution approve, the execution and delivery of such Assignment and Transfer by such officer to be conclusive evidence that the same is authorized by this resolution. Board of Directors -3- Meeting Minutes December 7, 1965 FURTHER RESOLVED, that each of the officers of the Corporation be and he hereby is authorized, in the name and on behalf, of the Corporation, to execute and deliver all such additional instruments and documents and take all such other action as he may consider necessary or appropriate in order to carry out the in tent of these resolutions and the transactions contemplated thereby. TRANSFER OF LEASE TO I.L.Z.R.O., INC. Mr. Turner explained that in connection with the incorporation of International Lead Zinc Research Organization, Inc. as an independent entity, the Corporation should execute an assignment of the lease of the premises to be used as the principal office of such organization, which are presently leased to the Corporation and American Zinc Institute Incorporated. A pro posed form of Assignment of Lease was presented to the meeting and was ordered filed with the minutes. After discussion, upon motion duly made and seconded, it was unanimously: RESOLVED, that the form of Assignment of Lease, dated November 26, 1965, from the Corporation and American Zinc Institute Incorporated to International Lead Zinc Re search Organization, Inc., presented to this meeting, be and it hereby is approved, and that the officers of the Corporation be and each of them hereby is authorized, in the name and on behalf of the Corporation, and under its corporate seal, to execute and deliver an Assignment of Lease substantially in such form, with such changes therefrom, if any, as the officer executing the same may by such execution approve, the execution and de livery of such Assignment of Lease by such officer to be conclusive evidence that the same is authorized by this resolution. SAFETY AND HYGIENE PROGRAM The Director of Health & Safety reported that serious allegations about the detrimental effect of lead on humans were currently receiving widespread publicity. He proposed that immediate steps be taken to offset these allegations by presenting the known facts about lead toxicology through public relations programs. He further stated that research on lead toxicology in those areas where little was known about lead's effect was also desirable. Such pro grams are now under consideration by I.L.Z.R.O. LIA01198 He pointed out that the American Petroleum Institute as well as the gasoline additive manufacturers will also conduct research programs and that all involved will be kept informed of what the other is doing. The Board of Directors -4- Meeting Minutes December 7, 1965 Public Health Service, he further pointed out, would also be asked to cooperate in these joint research efforts. The Executive Vice President recommended an appropriation for the Health and Safety public relations program of up to $142,500.00 of which $31,500.00 is included in the regular budget. The additional $111,000.00 is included as a "Special Program" to be used in a broad public relations effort. The latter, he stated, is divided into two parts, $46,000.00 for the immediate effort and $65,000.00 for work over a longer range period. He further reported that the Industry Development Committee had recommended that this special fund be subscribed by all members on a proportionate basis. It was regularly moved, seconded and unanimously carried that the expenditure of $46,000.00 for the immediate effort be approved and that an additional $65,000.00 for the longer range effort be available to finance such work under the direction of a three-man committee to be appointed by the President and that the necessary funds be subscribed by a1 1 members on a proportionate basis. L.I.A. BUDGET FOR 1966 The Executive Vice President reported that the following 1966 regular budget had been approved by the Industry Development Committee: Administrative and Technical Services $342,850 Publications 92,500 Space Advertising 180,000 Miscellaneous Premotion 93,650 TOTAL $709,000 It was regularly moved, seconded and unanimously carried to approve the 1966 budget as presented. 1966 RATES PER TCM The Executive Vice President reported that cn the basis of the approved budgets and the desirability of having an operating fund of $100,000 at the end of 1967, the following rates per ton would be required: llAOi199 Board of Directors Meeting Minutes -5December 7, 1965 Membership Regular Special (15$ of Regular) Total Mining Manufacturing, Staelting & Refining Assembled Articles 16$ 4$ 2$ 2.4$ .6$ 3$ 18.4$ 4.6$ 2.3$ Industry Development Regular Special Total Pig lead sold in U.S. $1.10 $.15 $1.25 It was regularly moved, seconded and unanimously carried to approve the rates per ton suggested by the Executive Vice President. I.L.Z.R.O. BUDGET FOR 1966 The Chairman announced that the International Lead Zinc Research Organization had been incorporated and that their newly elected Board of Directors would meet the next day for consideration of the 1966 I.L.Z.R.O. budget. NOMINATING COMMITTEE FCR DIRECTORS AND OFFICERS The President, with the approval of the Board, appointed the following individuals to serve until the 1966 annual meeting on the following committees: Nominating Committee for Directors Nominating Committee for Officers J. S. Smart, Jr., Chairman H. J. Whitson J. R. Higgins Robert Hendricks, Chairman F. H. Hurless A. M. Callis 1966 ANNUAL MEETING IN MONTREAL The Executive Vice President stated that he had made tentative arrangements with Le Chateau Champlain, Montreal, Canada, to hold the 1968 annual meeting there during the week of May 5, 1968. It was regularly moved, seconded and unanimously carried to hold the 1968 annual meeting of the L.I.A. in Montreal, Canada, at Le Chateau Champlain during the week of May 5, 1968, subject to a similar decision by the American Zinc Institute. FOREIGN MANUFACTURING MEMBERS The Executive Vice President reported that he had received a member ship application from a foreign battery manufacturer. He further stated that inasmuch as the activities of the Association are confined to the United States, he could not understand how such membership could be mutually beneficial and therefore requested the Board to decide on what action should be taken. LIAO1200 Board of Directors -6- Meeting Minutes December 7, 1965 It was agreed that action should be deferred. There being no further business, the meeting adjourned at 4:25 P.M. DMB:df 1/6/65 Secretary LIAO1201 Dated as of January 1, 1966 A3SIQKMEHT AHP TRAMSFER In consideration of eood and valuable oonslderatlon received from International Lead Zinc Research Organization, Inc. ("ILZRQ"), American Zinc Institute Incorporated and Lead Industries Aasoclatlon, Inc. (the ''Transferors") hereby jointly and severally assign, transfer, convey and deliver to ILZRO, to have and to hold the sane for itself, its successors and assigns, forever, all of the assets and properties of the Transferors (of every name, nature and description, real, personal and mixed, tangible and intangible) used by the Transferors in carrying on the activities which they have been jointly conducting under the name "International Lead Zinc Research Organization," Including, without limitation: (a) cash, bank deposits, bills and accounts receivable, notes, drafts, acceptances, bills of exchange and commercial paper; (b) the tangible property Hated in Schedule A attached hereto; (c) the patents and patent applications listed In Schedule B attached hereto; (d) sontracts, Whether ri or written, franshlsea, rights, peiwdts, licensee. Insurance policies, leases and deposits, ehosee in action, causes of action, claims end demands; and (e) books, records and files; all free and clear of any Mortgage# pledge, lien, con ditional sale agreement, esxnenbranoe or charge. From time to time, at ILZRO's request and without further consideration, each of the Transferor* will execute end deliver such further instruments and other documents and will take such other action as ILZRO may reasonably request in order more effectively to assign and transfer to ILZRO the assets and properties assigned and transferred to ZL2R0 hereunder, LIA01202 N 714.02 and will assist ILZRO in the soilsetIon or reduction to possession of any of such assets and properties. IN WITNESS WHEREOF, each of the Transferors has eaused this Assignment and Transfer to be duly executed and delivered by its duly authorized officers as of January 1, 1966. [Corporate Seal] Attest: AMERICAN ZINC INSTITUTE INCORPORATED By President [Corporate Seel] Attest: Secretary LEAD INDUSTRIES ASSOCIATION, INC. By. President" Secretary LIA01203 2 ASS'iLiWiKti A0REE?gyr AGREEMENT, dated Ml of January 1, 1966, by International Lead Zinc Research Organization, Inc. ("ILZRO") with Araerican Zinc Institute Incorporated and Lead Industries Association, Inc. (the "Transferors"). WHEREAS, pursuant to an Assignment and Transfer, dated as of January 1, 1966, the Transferors are assign ing and transferring to ILZRO all of the assets and properties of the Transferors used by the Transferers in carrying on the activities which they have been con ducting under the name "International Lead zinc Research Organisation; * HOW, THEREFORE, in consideration of the prenises and other good and valuable consideration, ILZRO hereby assumes, and agrees to be responsible for and to perform, discharge and indemnify each of the Transferors against, all contracts, obligations, and liabilities of the Transferors, accrued or contingent, due or not due, existing on the date hereof, which arise or have arisen from the ordinary course of the activities which the Transferors have been conducting under the name "International Lead Zinc Research Organisation." HI WITHERS WHEREOF, XLZJtO has soused this Agreement to be duly executed end delivered by its duly authorised officers as of the date first above written. XVTERKATXOKAL AD ZINC RESEARCH ORGANIZATION, INC. (Corporate Sell) Attest! y. President Secretary LIA01204 N 714.03 ASSIGNMENT OF LEASE and AMERICAN ZINC INSTITUTE INCORPORATED and 'ESff LEAD INDUSTRIES ASSOCIATION, INC,, New York membership corporation!, __ hereinafter called the TENANT, and INTERNATIONAL LEAD ZINC RESEARCH ORGANIZATION, INC. , hereinafter called the ASSIGNEE. WITNESSETH: For and in consideration of the sum of ONE ($1.00) DOLLAR and oilier good and valuable considera tions by each of the parties hereto to the other in hand paid, the receipt whereof is hereby acknowledged, the TENANT hereby sells, grants, conveys, assigns and transfers to the ASSIGNEE a certain Indenture of Lease bearing date the 2nd day of December, 19 63 together with ail right, title and interest in and to the security, if any, deposited with the LANDLORD thereunder, made by the said LANDLORD to the said TENANT covering space known as nineteenth (19th) floor in the building known as 292 Madison Avenue in the Borough of Manhattan City and State of New York, to have and hold the same from the 1st day of January 19 66 , for and during the remainder of the term mentioned in said lease, subject to the terms, convenants, condi tions and provisions therein mentioned. The ASSIGNEE does hereby agree to pay the rent to the LANDLORD and faithfully perform and assume all of the covenants, stipulations and agreements contained in the said lease on the part of the TENANT to l>c performed and the TENANT, in consideration of the LANDLORD consenting to this assignment and the sum mentioned aforesaid, docs hereby hold themselves liable to the LANDLORD for the faithful performance on the part of the ASSIGNEE of all the covenants, stipulations and agreements contained in the said lease on the part of the TENANT to be performed. And the TENANT further covenants that the Tenant's right, title and interest in the aforesaid Indenture of Lease is now free and dear of and from all mortgages, bargains, sales, leases, judgments, executions and incumbrances whatsoever. It is expressly understood and agreed by and between all of the parties hereto as one of the conditions hereof that neither the LANDLORD'S consent to this assignment nor the collection of rent from the ASSIGNEE shall be deemed a waiver or relinquishment of the covenant against further assignment or underletting; nor shall the acceptance of the ASSIGNEE as a tenant be construed in any way as releasing the said TENANT from the full performance of the provisions of the lease; and that no further assignment or sublease sliall be made without the written consent of the Landlord in each case first had and obtained. The Tenant waives notice in connection with any defaults on the part of the ASSIGNEE and her. v releases the Landlord from any liability. ` The respective parties hereto hereby waive trial by jury in any action or proceeding arising out of or con nected with this assignment or its construction. IN CONSIDERATION WHEREOF, the LANDLORD does hereby consent to the assignment of the said lease by the TENANT to the ASSIGNEE. In the presence of: 292 ESTATES, INC. --------- --------------------------------------------------- ---------- (L.S.) President AMERICAN ZINC INSTITUTE INCORPORATED By: __________________________________(L.S. ) lenant Executive vice president Jtfe LEAD INDUSTRIES ASSOCIATION. I rare ) SSHfc ' ByX: ____________ ________________, (L.S.) i er.ant executive Vice President INTERNATIONAL LEAD ZINC RESEARCH ORGANIZA TION, INC. -By*- ------------------------- ------------------------------- (LS.) President (Corporate signatures should show TITLE of officer signing and HAVE CORPORATE SEAL AFFIXEDi LIA01205 N 714.04 '