Document 2JdoLj3OzgyBgn9jyYyoEBaYL

June 30, 1970 me. 333 MADISON AVENUE, NEW YORK, N.Y. 10017 TELEPHONE 532-2373 [AREA CODE 312) CABLE ADDRESS; NYILZHO NEW YORK To: The Board of Directors Prom: Stephen A, Sutter, Assistant Secretary Please find enclosed the minutes of the ILZRO Board of Directors Meeting held in London on May 26, 1970. N11672 2- Mr. Englehorn acted as ehariman of the meeting, and Mr. Sutter sei-ved as secretary and kept the minutes. Changes in the Board of Directors The chairman acknowledged the growth of ILZRO within the past year. Mr. Englehorn warmly welcomed the directors of the five new member companies and expressed the hope that they would actively participate in ILZRO activities. The chairman also indicated his pleasure at the promotion of Mr, Omoto to President of Mitsui Mining and Smelting Co., Ltd. In Memoriam: J. Stuart Smart The chairman paid tribute to the memory of the late J. Stuart Smart, past President of ILZRO. He instructed the secretary to circulate for viewing a photographic reproduction of the memorial plaque presented by the chairman to Mrs. Smart at a private reception. The chairman then read to the directors a letter from Mrs. Smart thanking ILZRO for this gesture. * Amendments to the By-Laws The chairman, announced that an Executive Committee Meeting was held in Hew York on Thursday, May 21, 1970 with Mr. John R. Englehorn as chairman, Mr. Howard L. Young serving as secretary, and Messrs. C. Osborne Buchanan, A.F.H. Ghysens, James H. Standish, and Simon D. Strauss also in attendance. The chairman then asked Mr. Buchanan to report the results of that meeting. Mr Buchanan reported that the Executive Committee unanimously recommended a change in the ILZRO By-Laws to facilitate the creation of two new offices: Chairman and Vice-Chairman. It was suggested that with the growth of ILZRO there was a need for specialization within top management. The office of Chairman was to be the chief executive office of the Corporation; the office of Vice-Chairman was to be the chief administrative office of the Corporation; the President was to be the chief operating officer of the corporation. N11672.01 EPI 000337 V. -3 - . Mr.. Buchanan praised Dr. Radtke for his executive expertise and indicated that his office of Executive Vice-President - Director of Research would be redesignated as the office of President. Mr. Buchanan made particular reference to the unique character of ILZRO, and indicated that the Executive Committee felt these changes would allow a further expansion of ILZRO while maintaining a smoothly functioning operation. The chairman then opened the floor for discussion. Several directors questioned the Executive Committee about the nature, scope, and functions of each of the positions to he created. The interrelationship of the positions was carefully analyzed. The authority of each office was examined, as well as the question of whether the Vice-Chairman would become a member of the Board of Directors. After discussion and upon motion duly made and seconded, by a hand vote of fifteen for, seven against, and three abstentions, it was: RESOLVED, That Section 5-06 of the ILZRO By-Laws shall be and it hereby is amended to create the offices of Chairman and Vice-Chairman, and that the office of Executive Vice-President - Director of Research shall be and it hereby is redesignated as President. . FURTHER RESOLVED, That the Chairman shall and he hereby does serve as Chief Executive Officer; that the Vice-Chairman shall and he hereby does, serve as Chief Administrative Officer, and the President shall and he hereby does serve as Chief Operating Officer. Action On Ass'essment Schedules The chairman requested, that the secretary review for the benefit of ILZRO new members actions taken by the Corporation in regard to new assessments... Mr..-Sutter explained the two categories of assessments: integrated basis and differentiated basis, and gave background material regarding how this formula was determined. EF'I 000338 The directors agreed.to leave any changes regarding.assessments for the next board meeting. Treasurer's Report Mr. Alexander, treasurer,.reported on the financial status of the Corporation as reflected in the report of the treasurer for the twelve months ended December 31, 1969 previously distributed to the directors. He also reviewed short term investments, emphasizing that ILZRO's capital was working fpr the benefit of the Corporation. Mr. Alexander added that a quarterly financial report would be ' substituted for the previous monthly financial report. He emphasized that the quarterly statement would reflect a more accurate picture of the economic health of the Corporation as well as being more efficient than the previous procedure. Approval of Minutest ! Upon motion duly made and seconded, it was unanimously: RESOLVED, That the minutes of the Board of Directors meeting held on October l4, 1969 be and they hereby are approved as circulated. FURTHER RESOLVED, That the minutes of the Executive Committee meetings of May 21, 1970, February 27, 1970, and January 6, 1970, be and they hereby are approved as circulated. Approval of Blue Cross-Blue Shield Benefits Mr. Sutter, secretary, proposed that the Corporation assume the cost of group health insurance for all permanent employees'. He approximated the cost to. the Corporation at about $3,500 per annum based on the current number of employees. Mr. Sutter emphasized the growing.competition for accomplished office staff. lie further related that several major Hew York City, employers had already assumed these;costs for their employees. Mr. Sutter suggested that 1LZR0.,: to remain competitive to attract the best talent in the labor market, ' EPI. OQ0339 . -5should provide Its employees with this additional fringe benefit. .After discussion,., and upon motion duly made and seconded, it was unanimously: RESOLVED, That the Corporation shall, and it hereby will, beginning June 1st, assume the cost of Blue Cross-Blue Shield protection for all permanent ILZRO employees. Next Board Of Directors and Annual Meeting The chairman proposed that the Board of Directors Meeting, the 1970 Annual Meeting, and the Program Review Meetings should be held in New York City at the Engineers* Club during the period from November 2 through November 10th. To facilitate members attending the U.N. meetings in Geneva, it was agreed that the exact date for the Board of Directors meeting should be later determined by the Executive Committee. Upon motion duly made and seconded, it was unanimously: RESOLVED, That the Board of Directors Meeting, the 1970 Annual Meeting, and: the Lead and Zinc Program Review Meetings shall, and they hereby will, occur on the dates from November 2 to November 10 at the Engineers' Club, New York City. Research Report Dr. Radtke gave a report on the progress of ILZRO research. He emphasized the superior qualities of two ILZRO alloys, ILZRO l4 and ILZRO l6, in structural and casting applications. He especially noted in this regard zinc wheel's for automobiles and an estimate by one contractor of a potential market for 10,000 to 50,000 tons of zinc per year. Dr. Radtke also spoke about the ILZRO research in anti-fouling paint applications. He noted the superior qualities of these.leaded paints as compared to those made with copper. EPI 000.240 6 . -- ' Dr. Radtke indicated that ILZRO was involved In attracting outside revenue sources to support ILZRO research. As a prime example he announced a cooperative project with The General Electric Company whereby G.E. had agreed to commit $250,000 toward research related to the development of an electric transport vehicle run on lead batteries. He further announced that the Gould National Battery Company had also expressed interest and was offering $75}000to participate in this research. Dr. Radtke then related that ILZRO's own commitment in this area was $55}000 during the current year. Dr. Radtke indicated other possible areas of growth in the zinc field. He mentioned the use of zinc in plastics.. He announced that ILZRO would seek to explore new uses for zinc in the architectural market. Dr. Radtke also indicated that Mitsui Mining and Smelting Co., Ltd., Japan, had successfully developed a zinc screw machine alloy. Dr. Radtke stated that ILZRO would seek to register its name as a, servicemark around the world. In this way ILZRO research would be distinctive, and the name "ILZRO" would develop into a generic term. ' Adjournment There being no further business to come before the meeting, it was upon motion duly made and seconded, unanimously resolved to adjourn. Stephen A. . Sutter Secretary EPI 00034,1.