Document 5brErKYKxJ6jzGz94wbEDNqON

LEAD INDUSTRIES ASSOCIATION, In c . 292 MADISON AVENUE NEW YORK, N.Y. 10017 TELEPHONt-AREA CODE 212 OR 9-6020 Meeting of Board of Directors Lead Industries Association, Inc. April 17, 1967 By direction of the Chairman, and in accordance with notice of April 4, 1967, a meeting of the Board of Directors of the Lead Industries Association, Inc. was held on April 17, 1967, in the Venetian Room at the Drake Hotel, Chicago, Illinois. Present Representing John R. Englehorn.. Chairman D. R. Carter D< J. Herts (substituting for Jack Wilder) R. J. Hopkins G. A. Larson (substituting for C.E. Schwab ) L. J. Randall T. M. Smylie S. D. Strauss W. Allen Taft, Jr. W. J. Veenis (substituting for H.M. Weed) Reuben Viener Henry J. Whitson St. Joseph Lead Co. Eagle Picher Industries, Inc. U, S. Smelting Refining & Mining Co. Broken Hill Associated Smelters Pty. Lt< The Bunker Hill Co. Hecla Mining Co. The Ethyl Corp. American Smelting & Refining Co. E. I. du Pont de Nemours & Co. Anaconda Sales Co. Hyman Viener & Sons National Lead Co. Member Gues ts J. A. Costello Andrew Fletcher J. S. Smart, Jr. The Ethyl Corp. St. Joseph Lead Co. American Smelting & Refining Co. L,,I.A. STAFF J. L. Kimberley, Executive Vice President D. M. Borcina, Secretary, Treasurer D,, G. Fowler, Director, Health and Safety Chairman Englehorn presided and Borcina served as Secretary. Board of Directors Meeting Minutes -2- April 17, 1967 (1) CALL TO ORDER The meeting was called to order at 4:30 P.M. (2) ATTENDANCE The presence of nine Directors and three representatives of Directors constituted a quorum for the transaction of business. 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 Corporation's By-Laws. The copy was ordered filed with the minutes as Appendix "A" (Sent to Directors on April 4, 1967.) (3) MINUTES OF PREVIOUS MEETING In the absence of comments, the minutes of the Meeting of the Board of Directors held on December 7, 1966 in New York were ordered approved as circulated. (4) ELECTION OF OFFICERS The Nominating Committee for Officers composed of D. R. Carter, Chairman,; K. T. Morgan and L. J,, Randall reported as follows: Under the By-Laws of the Association all of the present officers representing members are elibible for re-election, having served just one year. The Committee therefore, re-nominates the present slate as follows to serve until the 1968 annual meeting: John R. Englehorn, Kenneth W. Green, Simon D. Strauss, Warren T. Trask, President and Chairman Vice President Vice President Vice President The Committee also nominates the following paid officers: J. L. Kimberley, David M. Borcina, Mrs. D. L. Moore, Executive Vice President Secretary, Treasurer Assistant Treasurer There being no further nominations, it was moved, seconded and unanimously carried that nominations be closed and that the Secretary be instructed to cast one ballot for the slate recommended by the Nominating Committee. LI*0C7Q4 Board of Directors Meeting Minutes -3- April 17, 1967 The Chairman welcomed the two new members of the Board elected by the membership at today's meeting, Messrs. Smylie and Weed. The Chairman then extended, with the Board's full approval, a sincere vote of thanks to the retiring members of the Board, Mr. J. A. Costello and Mr. Frank Hurless for their long service and untiring efforts on behalf of the Lead Industries Association, Inc. (5) REPORT ON CONSOLIDATION OF LIA AND AZI The Executive Vice President made the following statement concerning the consolidation of LIA and AZI: "The program approved by the Directors of LIA and AZI last December consolidating the two organizations while creating an administrative office has been carried forward as planned. The Administrative Office is functioning; personnel adjustments have been completed as scheduled; no staff members have been added beyond those in the approved plan, nor is any increase presently anticipated. "In Accounting, problems to be expected in transferring one method of bookkeeping to another have been taken care of and no residual ones are known. Physical changes -- the shifting of personnel from one office to another -- have not been completed, the press of business during the intervening four months having precluded this. It can be done soon, with only one very modest alteration required. This will involve the removal of one wall and probable recarpeting of one modest area. A small amount of new furniture may be required, the cost of which will be divided between AZI and LIA since the office involved will be mine. "The various adjustments demanded by this consolidation program seem to be progressing without undue conflict in personnel or operation. Some questions or problems which we had hoped to have answered or resolved by this time have been made difficult by in creasing pressure on the Lead side with respect to health and safety, and on the Zinc side from an increasing pressure on the die casting markets by plastics. "I will ask you to accept this statement as my report on the situation as of this time." There was no adverse comment. L I 0C 7 *5 Board of Directors Meeting Minutes -4- April 17, 1967 (6) REPORT ON ASSOCIATION'S GROUP INSURANCE PLAN The Executive Vice President read his report on this subject without adverse comment: "At the Meeting of the Board of Directors on December 7, 1966, the Board voted approval of a liberalization in group insurance, at a cost of about $1,826 per year, which would bring free insurance to each employee to the nearest thousand above his salary if making less than $10,000 -- and to 1-1/2 times his salary if making more than $10,000.00, with a maximum coverage limit of $40,000. The Board's approval in December was made with the recommendation that the program be further liberalized to permit any employee to pur chase additional coverage to the extent of twice his annual salary, the latter at his own expense. "Since December, investigation has shown several things: first that the Home Life Insurance Company's rates are proper -- and, secondly, that the further liberalization is not practical with an organization as small as AZI, LIA and ILZRO. combined. We are authoritatively advised by the Pension Department of one of the large companies that the $40,000 limit is reasonable; further, that should the program be adopted to permit the purchase of added insurance to twice the yearly salary, 75% of those eligible would have to take advantage of the offer for any to be so privileged. This protects the insurance company against the uninsurables. "This situation was earlier discussed with the Presidents of AZI, LIA and ILZRO. In view of the Board's December instructions, the Home Life position and proposal were accepted and the liberalized program was made effective March 1st." Since this was in accordance with the authorization of the Board at its previous meeting, no further action was requirad. (7) REPORT ON ASSOCIATION'S PENSION PLAN At the Board Meeting of December 7, 1966, there was general agreement that vesting under the pension plan might be liberalized from the existing 55 years of age with 10 years or more of service. The Executive Vice President was instructed to establish, by surveying the companies involved what would be a reasonable industry average. He reported as follows: LIA007<;6 Board of Directors Meeting Minutes -5- April 17, 1967 REPORT ON ASSOCIATION'S PENSION PLAN (Continued) "Under date of December 28th, one Director from each company on the Board was queried as to his company's practice. In order to establish a point of reference, the letter asking the question suggested 50% vesting at age 45 and 10 years service, with an increment of 10% each year thereafter to 100% vesting at age 50 -- so interpreted that any employee with ten years service and a greater age than 50, would be 100% vested at 10 years service. Eighteen companies responded, 13 were concerned with lead and zinc or zinc alone, 5 were concerned with lead alone. Of this total, 9 favored the 50% vesting at age 45 and ten years service, 3 opposed and 6 registered no opinion. "The proposal was discussed with the Presidents of LIA, AZI, and ILZRO, who directed that it be submitted to the Boards with a recommendation for approval but with the added condition that a permanent and total disability provision be added. This has been done. The costs to LIA will be $168.00 for the modified vesting as described and $1,080 per year for the permanent and total disability provision. As of interest, the costs for AZI and ILZRO combined will be $335.00 per year for vesting provision as described and $1,350 per year for the permanent and total disability provision. "I would appreciate your approval of this change in employee benefits." On motion made, seconded and unanimously carried, the modified plan (50% vesting at age 45 and 10 years service, 100% vesting at age 50 years and 10 years service, with the permanent and total disability clause included) was approved for immediate activation. (8) REPORT ON PROPOSED PROMOTIONAL PROGRAM ON INDUSTRIAL SAFETY COLOR CODING PROGRAM The Secretary reported that despite the safety connota tions placed on this program further investigation indicated that the market potential would not warrant the expenditure requested. It did reveal however that such a program at a reduced level of expenditure might be valuable if it could be incorporated into the present yellow traffic market program and an attempt will be made to do this in 1968. LU 00757 Board of Directors Meeting Minutes -6- April 17, 1967 (9) REPORT ON MEMBERSHIP STATUS OF METALEAD PRODUCTS CORP. AND SHATTUCK PENN MINING CORP. The Secretary reported that letters of resignation had been received from Metalead Products Corp. and Shattuck Denn Mining Co. A motion was thereupon made, seconded and unanimously carried accepting these two resignations with regret. (10) NEW BUSINESS a. Appointment of a Statistical Committee The Executive Vice President reported that the statistical service of the Association had not been reviewed for some time and suggested that this be done. The Chairman, with the Board's concurrence, agreed to appoint a committee to review the present statistical services of the Association. b. Consideration of Canadian Office It was reported for the LIA Board's information that consideration was being given by the AZI's Board to the possi bility of the establishment of an AZI Canadian office. It was further reported that no consideration was being given at this time to a Canadian office of LIA. c. Expansion of Board The Executive Vice President reported on the results of the letter ballot sent out March 14, 1967 concerning the expansion of the Board from 15 to 21 members. He stated that negative ballots had been received from both producers and consumers, not necessarily indicating their disagreement with the proposal to expand the Boara, but rather to express the opinion that the matter should be fully discussed in open meeting. It was pointed out that the present Board did not represent all segments of the industry, (for example the battery industry is not now represented) nor does it allow for additions to permit representation of new domestic or foreign producers or domestic consumers. l i a c r7 c - Upon further discussion, a motion was made, seconded and unanimously approved to increase the Board membership from 15 to 21 and that the Secretary be instructed to make the necessary changes in the By-Laws of the Association. Board of Directors Meeting Minutes -7- April 17, 1967 Expansion of Board (Continued) Further, it was the consensus that for the present the membership on the Board not exceed 17. d. LIA Film, "The Lead Matrix" The Executive Vice President reported that the U.S. Bureau of Mines had revived their interest in the LIA film inclusion in their Educational Film Library. They do however request some changes, particularly the deletion of trade names included in a few of the sequences. The Executive Vice President reported that the changes plus the 250 prints required by the U.S. Bureau of Mines would necessitate an expenditure of no more than $30,000.00 and he recommended its approval. On motion made, seconded and unanimuously approved, this expenditure was authorized. e. Appointment to Executive Committee The Chairman with the approval of the Board appointed W. Allen Taft to serve on the Executive Committee in place of the retiring member, J. A. Costello. f. Report by Health and Safety Director The Director of Health and Safety reported that the State of Montana would hold public hearings on establishing lead in air criteria among other things on May 26, 1967 and requested approval for LIA to appear in opposition. On motion made, seconded and unanimously passed the Chairman was authorized to appoint a spokesman representing LIA to appear at the Montana public hearing to present testimony in opposition to their establishment of such lead in air criteria. g. Cooperation between LIA-AZI-ILZRO The Executive Vice President made the following statement on this subject: "Another topic for discussion is cooperation between AZI, LIA and ILZRO. This is another area where it is difficult to be specific. L 14 Of ?<;q Board of Directors Meeting Minutes -8- April 17, 1967 Cooperation between LIA-AZI-ILZRO (Continued) With respect to AZI and ILZRO, AZI's Detroit field office is continuing to work with ILZRO in th^ field by way of arranging appropriate appointments and recommending appropriate tests of ILZRO-developed materials. "Within the New York Office structure, AZI and LIA publicity people are constantly in touch with ILZRO personnel with the object of keeping each informed on promotional work. There continues to be some confusion in our minds as a result of ILZRO's expanding efforts into the field of "market development." There is a question of semantics, for it is at times a bit difficult to define clearly the distinction between testing in the market-place and promotional work. Nevertheless, this problem is creating no important barriers and we shall continue and extend existing efforts. "With respect to publications, Messrs. Stubbs of ZDA, Radtke of ILZRO, and I have met and agreed to an approach which should establish how best to determine, in advance, the usefulness of an ILZRO publication in the various countries involved? how to reduce the ILZRO report or manual to its most generally useful form and, in the interests of economy, to avoid duplication as an important factor, and to establish where and in what form to publish. I think those concerned with the detail of administering this program are fully mindful of the great differences in need from nation to nation, and that such differences will bear on many tests to be made as this program gets under way. As an indication of magnitude, there are presently some 6 or 7 ILZRO proposals being considered. This phase of the work will be never-ending and it is judged that periodic meetings among the English-speaking trade association executives and ILZRO will be required. The first such meeting was in New York in February of this year when Radtke, Stubbs and I met. The next is scheduled in June in England, following an international gal vanizing meeting to be held in London at which most if not all of those directly concerned will be present. By and large, the deci sion-making group within the framework of existing authorizations will be confined to the development associations of the United States, The United Kingdom, Australia, India, and Scandinavia, together with ILZRO. The associations of Italy and Japan will be kept informed and encouraged to participate as far as practical. L IACC ar ^ Board of Directors Meeting Minutes -9- April 17, 1967 (11) ADJOURNMENT In the absence of other matters to come before the meeting, it thereupon adjourned at 6:10 P.M. Respectfully submitted. APPROVED: John R. Englehorn, Chairman June 5, 1967 DMB:so LI Aocecl Lead Industries Association.Inc. JOHN R. ENOLEHORN. p r x e io c n t KENNETH W. GREEN. VICE miilDIKT IMON D. STRAUBS. VICE PRESIDENT WARREN T. TRA8K. VICE PRESIDENT JOHN L. KIMBERLEY EXECUTIVE VICE PRESIDENT DAVID M. BORCINA CCVtCTAJtY AMO TVtCAtUItt* 202 MADISON AVENUE NEW YORK, N. Y. 10017 AREA CODE 111 OR 1*1020 April 28, 1967 Mr. Warren T. Trask Vice President National Lead Company 111 Broadway New York, N.Y. 10006 Dear Warren: Association Officers - 1967 As Executive Vice President of the Association it is my pleasant duty to confirm that the Board of Directors at their Annual Meeting on April 17, 1967 re-elected you Vice President of the Association. I know that Mr. Borcina joins with me and the rest of the staff in congratulating you and we are all looking forward to working with you during the coming year. We also wish to extend an invitation to visit with us any time you are in the vicinity. Kindest personal regards. Sincerely yours JLK:so Executive Vice President Lead industries Association, Inc. 292 Madison Avenue New York, New York 10017 April 17, 1967 TREASURER'S REPORT FOR THE CALENDAR YEAR JANUARY 1, 1966 to DECEMBER 31, 1966 The following table represents a summary of the 1966 financial transactions of the Lead Industries Association. Data for 1965 is given for comparison. Full details are contained in a report to LIA of the auditing firm Haskins & Sells which is filed with the permanent records of the Association, copies of which will be sent to members as a part of the minutes of this meeting. LIA Treasurer's Report April 17, 1967 SUMMARY OF FINANCIAL OPERATIONS AND FUND BALANCES 1965 vs. 1966 OPERATING FUND 1965 1966 BEGINNING BALANCE $135,214 $ 98,792 RECEIPTS 636,717 825,793 DISBURSEMENTS 673,139 739,739 YEAR END BALANCE $ 98,792 $184,846 To expedite this reporting, the financial facts, presented in full detail in the auditors report and to the nearest dollar in the table now on the screen, will be further rounded off in the reading. y LIAOCR04 N 735.02 -2- April 17, 1967 A) Lead Industries Association Operating Fund As of January 1, 1966, there was $99,000 available for operations. Receipts were $826,000. Disbursements for 1966 were $740,000. The year-end balance, $185,000 was held as follows: $ 25,300 was in a Commercial Checking Account $155,500 in Savings Banks $ 4,100 Receivable and Deposits $ 100 in Petty Cash The receipts of $826,000 were divided as follows: Contributions based on Domestic Pig Lead Sales..................................... $615,800 Contributions based on (membership)................................................................... 100,500 Contributions for Health & Safety Public Relations Program.. 96,700 Interest on Bank Deposits.............................................................................................. 5,000 Transfer from Employees Pension Reserve Fund.......................................... (Closes out Account) 6,400 Miscellaneous (Including sales of publications).................................. 1,500 The Disbursements of $740,000 were for: General Administrative and Technical Service Expenses... $342,200 Promotion and Development................................................................................... 288,800 Health and Safety Public Relations Program..................................... 91,100 Transferred to Employee Pension Plan..................................................... 15,500 J LI a o r0 o ^ -3- April 17, 1967 Pension Plan Sinking Fund (Administered by Bankers Life Co.) On January 1, 1966 there was $133,000 on deposit with the Bankers Life Co., Des Moines, Iowa. A withdrawal of $72,300 was made early in the year to establish a widow's annuity. During the year an Actuarial Evaluation called for an additional deposit of $15,500 to cover LIA's obligations. Interest and earned dividends for the year netted $3,400. (Bankers Life) Balance December 31, 1966 was $79,600. The Association does not retain ownership of monies administered for the employees by Bankers Life Co., therefore, this segment of our report is not directly reflected in the Association Accounts or Audit. The Books of the Association have been examined by Haskins and Sells, Accountants and Auditors, who have made a comprehensive check of Receipts, Disbursements and Balances, and have filed a Report for 1966 which includes the following comment: "In our opinion, the accompanying balance sheet and statement of income, expenses and fund balances and supplemental schedules present fairly the financial position of the Association at December 31, 1966 and the the results of its operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year." 11 a o c sc 6 Respectfully submitted April 17, 1967 David M. Borcina, Treasurer