Document 44x88j68vmg2qogo3kV8ka3ze
FR~CTIOlll!Jl..TERIALS ST~mARDS E\!STITUTE, Ii-IC., E-210 ?..OUT!: t'4, PA'RAl'IUS, H.J. 07652
?-IPTUTES OF I1EETWG ...::
of..-.t:he
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Honda:y:, Febr~ry 25, .1980 at 5:00 PM __
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Stouffer's Northland Inn, Southfield, !Uchi-gan
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DIF.ECTORS PltESENT
F. E. Hessier
\.J. Simon
J. '-1. Greenen
G. A. Carrigan
OTHERS PRESEHT
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E. H. Drislane R. P. Gorman (R1SI Counsel)
Jr.
Bendix Corporation
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Automotive Aftermarket Operations
... ,Brassbe~tos Hanufacturing_ Corporation . auturn Corporation '- , , _~ . . . . . 3.K. Hellman Corporad~n
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Friction Hater:lalsstandards Institute Robert P. GOmim~-,-Esquire
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11r. Drislane, Secretary, called this special meeting of the Board-of Direc~ors ~ ciue to the resignations of I?oth. the President and Vice President. This meeting lras called. in accordance ~..-ith ARTICLE IV, Section 5
and f~.TICLE VI, Section 2 of the Constitution.
BOARD OF DIRECTORS
Hi th the resignations of l1r. ll~~ui and Ur. C~tl.er,. the ntiakc( 9f Directors
-v1as reduced to four, because of the earlier rei!dgnation of fir. Greenen.
Hr. ~tu~rt Comins,\ a Director of the Institute, was unable_ to_ attend
this special meetin~. .The Secretar-Y and Dir~C:tcirs a.Sked ~tr'." Greenen
to recon~ider his resigna-tion and Mr. Greenen agreed.
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\n' accordance -vrith ARTICLE IV~ Section 5, the remaining directors in
attendance at this meeting, lir. SimOn, ur. ~lessier and Hr. Car:rigan chose Hr. Greenen to fill one vacancy on the Board of Directors.. This. action increased the Directors in attend_ance to four, ~..-hich number constitutes a quorum for a meeting -of the Board o.f Directors under ARTICLE IV, Section 9 of the Constitution.
The Directors discussed whether other vacancies on the Board should be filled at this meeting. They.decided that they would postpone any further action as regards successor Directors until the June 1980 ... meetings.
!lr. Greenen, acting as Chairman, opened the meeting for other agenda items.
FMSI 07271
!IINUTES '>F TP.E HEETii~G OF
THE BOARD OF DIRECTORS
-2- February 25, 1980
HINUTES OF .PREVIOUS i:ffiETING
The ~tl.nutes of the Heeting held December 4, 1979 had been distributed.
No corrections were suggested.
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Upon motion duly made, seconded and un~imously.. passed, :it was
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RESOLVED: That the Hinutes of the ~UG'y 4, 1979
Heeting be_ accepted as written.
ELECTION OF OFFICERS
Mr. Greenen, acting as Cha~~, called for nominations for the office of
President.
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The name of 11r. Gordon A>'cardgan,.,a.s :pres~nted for President. The
nomination 'li7as seconded~
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Upon motion duly made, seconded and unanimously passed, it was
RESOLVED: That the nominations for t:he office of President be closed. _.... _
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Hhereupon the Secretary was instructed to cast one ballot for the election
of Hr. Gordon A. Carrigan as President. The Secretary advised that the
ballot had been cast.
Hr. Carrigan called for nominations for"the office of Vice President. Mr. Francis E. Messier was nominated and seconded for the office of Vice President.
Upon T!lotion duly made, seconded and unanim()usly pas.sed, it was
RESOLVED: That the nominations for the office of
Vic~'
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Hhereupon the Secre:tacy was directed 1;::, cast one ballot for the election of Nr. Francis E. Hessier as Vice President. The Secretary advised that
the ballot had been cast.
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Hith these ballots closed, t~e Offi~ers of the Friction Haterials Standards
Institute, Inc. are:
Hr. Gordon Carrigan ~~-r. Francis E. Messier Hr, Hilliam F. 11essier Hr. Edward l-1. Dris lane
President Vice President Treasurer Secretary
These Officers t'lill serve through June 1980.
FMS' 07272
MINUTES OF T!IE l!EETING. OF
THE BOARD OF DIRECTORS
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February 25, 1980
LEGAt COUNSEL FOR. THE INSTITUTE
On Janu~ry 28, 1980 ~e Secretary advised the Board of Directors concerning
the lack of .response: . on the part of Legal -counsel ~o .various J118.tt_ers submit.t.e'd for his. revi~l-7:' The Secretary contacted lir. Moal.li, .;Pr~sident .
of the 'Institute, concerning this ilifficulty an,d had suggested that a~tion ' be taken. to assure thllt .:the Institute .receives reasonable _tu~~y_~uil~ on ,.
papers we send' for apprpval,. with the. alternative suggestion tp~t._t!he . : :, ... .
Institute sectir'e .Legal 'ColUlsel who can give this r~sponse ifJ'!r.,:Go~:J <' .. .
cannot. Prior to :this special meeting, the Secretary called Jfr ~' Gorm~ I ;, .
with an invitatiOn to attend this special meeting. (This call.w_as made on . Thursday, February 2~, 1980). Legal Counsel indicated that he would attend
this special :meeting.- The Secretary advised Mr. Messier and Mr. Simon that ,
Counsel expected to attend the Board lieeting
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Specific agenda items concerning the Board of Directors and -the .Officers
,.1ere handled first at this meeting. Legal ColUlsel 'li7as delayed in arriving
due to transportationdifficulties and the storm in Detroit : After
completion of action on the Directors and Officers, the Directors discussed
Legal Counsel.
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In discussion as regards Legal Counsel, it was stated th~t .M.r~ .-Gorman's
firm could handle our work and if they were willing to handle our work we
should continue with them. There were advantages in that Mr.-Gorman had
fiye years of service to the Institute and he knew the problems of the
Institute. Mr. Carrigan was asked to present the Institute position to
Mr. Gorman upon his arrival. The essential question was whether
Mr. Gorman could handle Institute matters satisfactorily with .reasonable
response time.
Upon Legal Counsel's arrival, Hr. Carrigan advised Mr. Gorman on some of
the problems and the expectations of the Institute as regards response
on submissions to Counsel. These "submissions" relate to the Board of
Directors meeting minutes of December 4, 1979, a letter which the Institute
had approved for submissi.on~.to .the' EPA concerning exposure: of.brake repair-
mechanics, and a questionnaire.whicll' was being sent to the Institute
. Nembers . ~ased: on consultation with Mr. Moallit the Secr~tary di-stributed
minutes of the' Boardcof Directors meeting of December 4, .1979without
approval of Counsel. !Also;. the .questiortnaire that had been .drafte'd ,and
approved by ~1essrs. Hoalli, Drislane and Armstrong was distributed :to the
Hembershipt Counsel i.ndicatetr that with planned additional help that. he
would be able to handle Institute affairs more promptly than he' had in
the past~ The Directors .concurred that the Institute would' contin).le to .
use the services of Hi:. Gorinan .as Legal Counsel. '
In discussion concerning Legal Counsel activities, it was advised that the
receivable due from Hayes-Albion Corporation had been collected. Legal
Counsel pursued this collection after being directed to do so by th'e
Board of Directors at the June 19 79 lieeting.
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FMSI 07273
NINUTES OF THE HEETIHG OF THE BOARD OF DIRECT'JitS
-4- February 25, 1980
CH..<\RTER FOR HEALTH AND ENVIRON!ffiNTAL AFFAIRS COUfUTTEE
Mr. J. ilf. Armstrong, "Chairman of the Health. and Environmental Affairs: T:. !1;'
Committee, had' worked on a -propos'ed charter for this Committee with :the'::.;;.: <J
Members of the' Comini.ttee.- niecharter was to indicate the general and,s:.;J.l ,,.~:,
specific responsibilities of such a :codttl!e; :The Board :of:. Directors:.! r .. ~ '~~
had earlier been sent this proposed charter and' :asked:.:to;-connnent by 1118Un:if; ':Hi
ballot. On the ballots returned, all Directors indi'cated.~hat .they.,~ere v:w~ .,
in favor of adopting the charter as written. c.Hm~ever,"Mr..'rio.allit'-then:.: 1.:.~
President of the Institute, replied indicadng that a charter ~such as thia,rro: .. should be discussed at the next Board of Direct'ob; :meeting be-fore being L:~ ri: ..\ ..
adopted. Based on Hr. Moalli's ballot, the secretary held adecision, v ~::u.u.
concerning the charter for this Board -of 'Directors meeting.; .~Legal ouns~l '"i'
reviewed the charter and suggested that there be a change made in the, : ,
lilor<!ing under the heading 11General Responsibility 11 The change is indicated in the 'underlined ~onten~ With bracketed words being deleted: ..:~'
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Responsible for the monitoring of existing.-ze; 1~.:.::r. : ::. .,
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and proposed worldwide ~Federal, State ando r; ..:..:~,:~ . . i-
Provincial legislation, regulations and
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literature on safety, health and environ-
mental matters affecting members of the;~; ~'I :: ~-: -.. .:: : c~c :: L. t: ..
-Friction Hate rials Standards Iristitute:c ".i :.; !; If :-' ~.;u.: ,
. and the proposal of (tleve~&pl!lea~-e~) . ' ,. ::.~: '. ' r '1
Institute positions on these matters;:; - ::'" -,:: ,
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The Board of Directors concurred.Jin this suggested t.rording, and approved
acceptance of the charter as-'~7ritten with .this wording change.
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TciSTITUTE LETTER TO EPAON ASBESTOS EXPOSURE
OF BRAKE REPAIR HORKERS
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At the December 4,"1979 meeting of the-Board of Directors;:.a:.letter.prepared
by the Institute's' Health and Environmental AffaiTs Committe_e .and approved._
by its Chcdrinim t~as introduced. It ,;~as: ~ecommended that this, letter be
asent to the EPA as~ response to its advanced notice of proposed rulemak:ing
concerning asbestos products~ This submission -discussed the routes,.~.
duration and frequency of exposure to asbestos ..Of brake- Tepair workers
In essence, it indicated that where larger populations .are'. exposed they -:, are exposed to minimum levels of asbestos , and where:: there :are higher ,, .. exposure levels there are many fewer workers exposedll and .t:hose workers are covered by the OSHA regulations. Legal Counsel had been. asked at
the December 4, 1979 meeting and in a follow-up letter from the Secretary,
to reviet-7 this letter for submission 'to the EPA. Legal Counsel indicated . that this letter had been revie\7ed and he now -approved it for submission to EPA.
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CONTACT lHTH EPA /t.ND CONTRACTORS ON THE ASBESTOS QUESTIONS
The Secretary advised that he had received several phone calls from GCA Corporation, a contractor for EPA on the asbestos products questions. Subsequent to his discussions with GCA Corporation he had been asked to confirm
FMSI 07274
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t1INUTES OF THE UEETii.1G OF
THE BOARD OF DIRECTORS
-5- February 25, 1980'
phone comments he had made earlier. The Secretary indicated that"the quota-
tions were inaccurate, incomplete and lifted out of context: Subsequent ~to
this, he distributed information .to several 'parties in the woven friction ...c--'
materials area and Hr. John:Marsh. of Raybestos called. He'suggested-that~n~J:....
where requests for :information of this type are made that the contrad:'or c ' ,;,
ask for this information in writing. Also the party re.sponding should
respond in tuiting.; : .Mr. Harsh :indicated that there were several cases 6
remarks being put in; the public record which tl7ere not confirmed by the
interviewee and which were inaccurate~ Everi when -there is a written-.
letter stating that.:the remarks were not correct the earl:i.er remarks remain "]
bein the record. The Secretary indicated that he felt it "otould l>Tise t'o
once again remind the Membership concerning control of questions from EPA
and its contractors. This meant to have one individual respon'sible'so- ; '
that contractors will not get several different answers as part of the
record. It l-7as also suggested that Hr. ?-Iarsh's comment on having requests
for information in tniting \>Tas worthy... The _Secretacy_ will inform the
Hembership concerning controlling questions from EPA and its contractors
and having questions arid .responses in writing.
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ASBESTOS PRESENTATION AT FMSI ANNUAL MEETING
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At the December 4, 1979 meeting of. the Board of Directors.it was suggested that a meeting be held for the ~1emberShi-p prior- -t:O the June me"etin8 concerti- : -1 ing the asbestos question~ Such a meeting would: be ari up-date as regards .
what is going on tTith EPA's Office of Toxic Substances Control and other
areas concerning asbestos. Such a session would relate to asbestos as used
in friction materials.
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It t'las stated that with the various changes going on as regards Directors
and Officers that there was not sufficient time bett1een now and the June
meeting to organize such a session, The Secretary.asked concerning having
individuals knor171edgeable on the asbestos subject make presentations at
the June lleetinp,. In particular he mentioned the possil>ility of someone ;lr;.. ::: :. from Johns-Hanville Corpt>ration or the Asbestos Information Association ' - :.: i ~:
giving such a presentation. The Directors suggested that any such. :: ';
presentation be organized and approved by Ur. Armstrong, Chairman of the
Health and Environmental Affairs Committee. Hhile the Institute would
welcome such a presentation they would ask that the Secretary clear any
such arrangements lTith !1r. Armstrong. The Board:would like experts in
this'fieldto give such a presentation and if necessary could schedule a
longer session on Thursday, June-~26 for such a meeting. -uhile':in past years this meeting had broken up. by. about 10 AH, it would be pos~ible to hold
this meeting until 11: 30 All if it could be arranged in advance. The
Secretary will contact Hr. Armstrong with the intent of arranging such a
presentation at the June 1980 meetings in Hot Springs, Virginia.
HE}ffiERSHIP ACTIVITY
The Secretary was questioned concerning his follow-up with non-member manufacturers of friction materials. In particular he was questioned about Virginia Friction Products in Tappahannock, Virginia. The Secretary advised that he had written Hr. Carreras in Tappahannock concerning Active :t-lembership in the Institute but had received no reply. He also bad written to
FMSI 07275
MiaUTES OF THE HEETIHG OF
THE BOARD OF DIRECT()RS ' ' . '
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February 25 ~ 19 SO
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Mr. Joe Goodreau :.of ~1idco Coz:po;-ation.who purchases mater:i,als 'frQm V~rginia Friction Products concerning violation.of the. Institute 1s copyrights and trademarks. In subsequent conversation :with ?~r. Go<;>.dreau at th~ APRAi
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meeting; in Ft. Lauderdale the. Secreto11ry indicated that Mr. Goodreau had ~
asked Mr. .Carreras to become -~ Act:ive Member. of the lnsti~ute.. ;:::~eP
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As regards 'the H; Krasne Hanufacturing Company, Inc.. , the .Secretary adVised : 1:~ that he had:written .to Hr. Krasne with copies to Mr. Axelrod ~d Mr. Osborn; .. :. 1
Prior to this meeting of the Board of Directors, Mr. Osborn h.ad called the''"'= '
Institute concerning procedures for application for Active Membership in:
the Institute; The ;Secretary had sent Mr. Osborn appli'cation forms and'
additional information-concerning Uembership and Mr. Osborn indicated that
an application would be ~forthcoming.
. :. ~ .::. . l : NOMINATING COMMITTEE
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Because of the changes on the Board of Directors end the decision :in ;the meeting to leave two vacancies open, procedures for making the nominations for the Board of Directors were discussed. It was stated that Mr. Jim Hellow of Nuturn Corporation is .Chaitman of the No~nating _G'?J!IIlllttee and
that !ir. Simon and ur. ~iessier -n01~-~serve on the Committee. As regards
Mr. Hessier 's service, Hr. Moalli had asked }fr. Messier. to replace Mr ," Cutler who had earlier resigned fron this .CommitteE!.:. .t-tr. ~fes~lier had beefu moved onto this Coiillliittee prlor to H,::~ :Moaili 's z:esign:atioil.
The Secretary indicated that he would need information concerning nominees
for the Board of Directors prior to his announcement of the meeting. It
had been agreed at the June 1979 meeting that when the Institute was sending
information concerning the..meeting i.t would also send information concerning
the nominations for the Board of :Directors~-.~ It was stated that this :could not be done on a :timely basis and. ~hat the Secret1;1ry should inform the
l1embership that the recommendations of the Nominating Committee will be
coming about l1ay 1, 1980. The Secretary was :asked to contact'iaybestos-
Manhat tan as concerns their plans for replacing Mr. Moalli:who .1\aa also
served as its Delegate.
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There-being no futher busin~ss brought to the attention of the Board ,of Directors, ~pon motion duly made, seconded and unanimously passed, i~ was
RESOLVED: .To adjourn. Adjourned: 8 P.M.
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E. w. Dris lane
. Secr~tary
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FMSI 07276