Document 3e57D8pEY7E1OOe3Evrm5VZLO

PRifcTlON MATERIALS STANDARDS INSTITUTE. INC. 370 LEXINGTON AVENUE. NEW VORK. N, V. June 2, 1950 NOTICE OF ANNUAL MEETING . or THE FRICTION MATERIALS STANDARDS INSTITUTE. INC. Wednesday, June 21, 1950 at 10*30 A.M. Club Suite - Hotel Commooore Lexington Ave, and 42nd Street New York, N, Y, The annual meeting or the Active Members or the Institute is to be held on Wednesday, June 21st at 10:30 A.M, in the Club Suite or the Hotel Commooore. In addition to the regular business to be conducted at the ANNUAL MEETING, PROPOSALS WILL BE SUBMITTED TO THE MEETING rOR AMENDING the Constitution in respect to the pollowing matters: I. To amend Section 2, Article IV relating to classes or DIRECTORS BY REVOKING THE PRESENT SECTION ANO ENACTING A NEW SECTION 2 TO READ SUBSTANTIALLY AS rOLLOWBI Section 2. Classes. Iti-ts* the expressed policy or the Institute that the Board or Directors shall, at ALL TIME8, BE REPRESENTATIVE Or A CROSS SECTION OP THE INOUSTRY AND TO THAT END THREE 0LA8SC8 OP DIRE0T0R8 SHALL BE CREATEO A8 rOLLOWBI Class I. Consisting or two directors, each associated WITH AN ACTIVE MEMBER WHOBE ANNUAL PEE PAYABLE TO THE Institute is within the top one-third bracket or annual pees paid. Class 2. Consisting or two directors, each associated WITH AN ACTIVE MEMBER WtiOSE ANNUAL rEE PAYABLE TO THE Institute is within the middle one-third bracket or ANNUAL PEES PAID. Class 3. Consisting or two directors, each associated WITH an ACTIVE member WH0BE ANNUAL PEE PAYABLE TO THE Institute is within the lowest one--thiro bracket or ANNUAL PEES PAID. The seventh director shall se selected prom the industry at large AND WITHOUT LIMITATION. FMSI--0018 FMSI 00545 T 2. To amend Section 5, Article VtI relating to vote requireo by REVOKING THE PRESENT SECTION ANO ENACTING A NEW SECTION 5 TO READ SUB STANTIALLY as follows: Sect ion 5. Vote Required. Unless otherwise stipulated in the By-Laws, at all meetings of the Institute a majority vote of those present shall rule. In connection WITH ANY ACTION TAKEN BY MAIL BALLOT, A MAJORITY VOTE OF all voting members of the Institute shall rule. 3. To ameno Section 2, Article IX relating to annual fees by REVOKING THE PRESENT 8ECTION ANO ENACTING A NEW SECTION 2 TO READ SUB STANTIALLY as follows: Section 2. Annual Fees. (a) Active Members. The annual fees of active members SHALL BE BASED UPON A FORMULA DEVELOPED BY THE BOARD of Directors ano reviewed and approved by it annually. (b) Regional Ambers. The annual fees of regional Members shall be $1500. (c) Associates. The annual fees of associaies shall be $2500 payable quarterly in advance on the 1st days of July, October, January ano April. There shall be no PRORAT IONINO OF SUCH ANNUAL FEES OF AN ASSOCIATE ANO AN ASSOCIATE WHO 18 ADMITTED OURING THE FI8CAL YEAR SHALL BE OSLIGATEO TO PAY THE FULL AMOUNT OF THE ANNUAL FEES FOR THE THEN CURRENT FISCAL YEAR. 4. To ameno Section 3, Article IX relating so additional ASSESSMENTS BY REVOKING THE PRESENT 8ECTION ANO ENACTING A NEW Section 3 to read substantially as follows: Section 3. Additional Assessments. The Board of Directors shall have the power from time to time to levy against the active members of the Institute such additional assessments as the Boaro in its sole discretion deems desirable in accordance with the financial requirements of the Institute, provioed, however, that a schedule of any such ADDITIONAL ASSESSMENTS SHALL SE MAI LEO TO EVERY ACTIVE MEM BER of the Institute within thirty (30) days after THE ADOPTION OF A RESOLUTION AUTHORIZING 8UCH assessments. 5* To amend Section I, Article XI relating to vote required for amendment of Constitution ano By-Laws sy revoking the present section ano enacting a new Section I to reaovsusstanti ally a& follows: FMSI 00546 3- Scction I. Vote. Required. The Constitution ano By-Laws may be amcnoeo at any regular or special meeting of the members or the Institute only (it) av vote of two-thirds OF THE ACTIVE MEMBERS OR (s) BY THE WRITTEN ASSENT OF NOT LES8 THAN TWO-THIRDS OF ALL THE MEMBERS PROVIDING ALL MEMBERS HAVE PREVIOUSLY HAO WRITTEN NOTICE OF THE PROPOSEO AMENDMENT. Please aovise whether you will be present ano if you will be ACCOMPANIED BY ANY OTHER MEMBERS OF YOUR ORGANIZATION AMOR P. SMITH (President) istrisution: AB FMSI 00547 PROXY KNOW ALL MEN BY THESE PRESENTS, that the undersigned ooes hereby CONSTITUTE AND APPOINT TO BE ITS LAWFUL ATTORNEY, SUBSTITUTE ANO PROXY FOR AND IN IT8 NAME TO ATTEND ANO VOTE AT THE ANNUAL MEETING OF THE ACTIVE MEMBERS OF THE PrICTION Materials Stanoaros Institute, Inc. to be held at the Hotel Cowwoore, 42nd Street ano Lexington Avenue, New York, N. Y, at 10:30 o*clock in THE MORNING OF THE 21 ST DAY OF JUNE, 1950, AND AT ANY AOJOURNEO MEETING THEREOF, AS FULLY AND WITH THE SAME EFFECT AS IT MIGHT OR COULD WERE IT PERSONALLY PRESENT AT 8UCH MEETING, INCLUOING THE POWER TO VOTE AND THE UNDERSIGNED DOES HEREBY REVOKE ANY PROXY OR PROXIES HERETOFORE GIVEN BY IT TO ANY PER80N OR PERSONS WHATSOEVER. IN WITNESS WHEREOF, the undersigneo has hereunto set its hand AND SEAL TH18 PAULDING, OHiO / FMSI 00548  1 4 I 3 '.'A i L June 20, 1950 Miss H. G. Ouschek, Friction Materials Stanoards 370 Lexington Avenue, New York, New York. Inst., Inc., Dear Miss Duschek: We have tour wire asking us to name a representative, but WE WOULD PREFER NOT TO VOTE AT THE FORTHCOMING MEETING OF the Association. A single exception to this is covered BY MY RECENT CORRESPONDENCE WITH Mr. A. P. SMITH, WHEREIN WE EXPRESSED OURSELVES ABAINST THE PROPOSEO REVISION OF Section 2A and Section 3 by the proposed amendments. A carbon copy of this letter is going to Mr. Amor P. Smith, which can constitute a Proxy to vote "No" on the amendments AS WRITTEN. Yours very truly. SOUTHERN FRICTION MATERIALS CO., HStMKL cc: Mr. Amor P. Smith automotive: -- Brake Linings . Transmission linings - Clutch Facings - Allied Lines industrial:--Brake Linings - plastic Treated cotton Fabrics - Fibrous Products FMSI 00549 PROXY KNOW ALL MEN BY THESE PRESENTS, that the unoersigned does hereby constitute and appoint Harriet G. Duschek T BE ITS LAWFUL ATTORNEY, SUBSTITUTE ANO PROXY FOR AND IN IT8 NAME TO ATTEND AND VOTE AT THE ANNUAL MEETING OF THE ACTIVE MEMBERS OF THE FRICTION Materials Stanoarob Institute, Inc. to be held at the Hotel Co*joore, 42nd Street and Lexington Avenue, New York, N. Y. at 10:30 o'clock in THE MORNING OF THE 2+ST"0AY OF JUNE, 1950, ANO AT ANY AOJOURNED MEETING THEREOF, AS FULLY AND WITH THE 8AME EFFECT AS IT MIGHT OR COULD WERE IT PERSONALLY PRE8ENT AT BUCH MEETING, INCLUDING THE POWER TO VOTE AND THE UNDERSIGNED DOES HERESY REVOKE ANY PROXY OR PROXIES HERETOFORE GIVEN BY IT TO ANY PERSON OR PERSONS WHATSOEVER. IN WITNESS WHEREOF, the undersigned has hereunto set its hand AND SEAL THIS ^ /V*^*DAV OF IN THE PRESENCE OF FMSI 00550