Document 6wwJqVYrbE3onZ29eLj3reXrm

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF MEETING of the BOARD OF DIRECTORS Sunday, June 7, 1992 La Quinta Hotel and Resort La Quinta, California DIRECTORS PRESENT Robert E. Nelson Larry Mintman, President Ron Randall Douglas Willsie William Wood Doreen Tomao P. William Barton Ronald Moalli Abex Corporation - Friction Products Group Allied Signal Friction Materials N.A. HKM of California, Corp. ITT Automotive Parts Supply Div. Motion Control Ind. Raymark Friction Company Reddaway Manufacturing Company TEK-Motive, Inc. DIRECTORS ABSENT Andy Gagnon Frictiontech Inc. OTHERS PRESENT Rita Grisham, Vice President Edward F. Eggert, Treasurer Thomas P. Weldy, Counsel Lori Dinihanian Gilbert N. Laycock Ferodo America, Inc. Reddaway Manufacturing Company Payne, Morehouse, Shafer & Harlow Attorneys at Law Friction Materials Standards Institute Friction Materials Standards Institute Mr. Larry Mintman, President, called the meeting to order at 4:30 P.M. June 7, 1992. ET.ECTIOM OF OFFICERS Mr. Mintman called for nominations for officers. The Nominating Committee recommended the following slate of officers: President - Ms. Rita Grisham Vice President - Mr. Edward F. Eggert Treasurer - Mr. Andy Gagnon Secretary - Mr. Gilbert N. Laycock - Mr. Mintman called for any additional nominations from the floor. There were none. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for Officers be closed. Whereupon the Secretary was instructed to cast one ballot for the election of Ms. Rita Grisham for President, Mr. Edward F. Eggert for Vice President, Mr. Andy Gagnon for Treasurer and Mr. Gilbert N. Laycock for Secretary. The Secretary advised that the ballot had been cast. FMS1-0479 FMSI 00935 T Minutes of the Board of Directors Meeting -2- June 7, 1992 Whereupon the following persons are duly elected as officers of the Institute for the ensuing year: Rita Grisham Edward Eggert Andy Gagnon Gilbert N. Laycock - - President Vice President Treasurer Secretary RETENTION OP COUNSEL The Secretary advised that according to Article VII of the By-Laws, at each Annual Meeting legal counsel shall be retained for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Mr. Thomas Weldy or designated replacement from the firm of Payne Morehouse Shafer & Harlow be retained as Institute Counsel and that services be paid on a time and charges basis. BETEHTIQH Of-AUDITORS The Secretary recommended the retention of Auditors for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Marshall Granger & Co., Certified Public Accountants be retained as auditors for the Institute for the ensuing year. BUDGET JULY 1. 1992. THROUGH-JUNE 3Q. 1993 The outgoing Board of Directors reviewed and recommended approval of an Expense Budget of $163,940 for the 1992-93 fiscal year. This budget was in turn approved by the Membership at its meeting earlier on this date. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Expense Budget of $163,940 approved by the Members be adopted for the July 1, 1992 - June 30, 1993 fiscal year. FEE FORMULA- JUL* 1, 1232 - JPHB 30* 1993 The outgoing Board of Directors had earlier recommended a Fee Formula for the 1992-93 fiscal year. The recommended formula was approved by the Membership at its meeting earlier on this date. FMSI 00936 Minutes of the Board of Directors Meeting -3- June 7, 1992 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, 1992, the annual dues for Active Members and Regional Members with Active Member rights would be the total of a basic fee of $1,600, and a charge for participation in each of the following categories: Disc brake linings; Drum brake linings; Brake Blocks; Clutch facings. The charge would be $250 each for the first and second categories, and an additional $500 each for the third and fourth category. (One category $1,850; Two categories $2,100; Three categories $2,600; Four categories $3,100.) Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, for Regional Members $1,600; Regional Member Licensee: $600. 1992, the annual fee (Regular) would be (Association) $2,600; DATE and LOCATION OF ANNUAL MEETING The Annual Meeting Committee recommended the Longboat Key Club, Longboat Key, Florida. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: The Annual Meeting dates will be June 4-7, 1993 with Board Meeting on June 5, 1993 and Membership Meeting on June 6 & 7, 1993. There was much discussion concerning Florida in June, the possibility of having 3 west coast meetings in a row and the almost universal approval of the facilities at La Quinta. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: The next meeting of the Board of Directors and Membership is scheduled for June 1993 at La Quinta Golf & Tennis Resort. If, due to Committee action, or other reasons, an earlier Board meeting must be called, the Directors will decide on a location and date at that time. MEETING REGISTRATION FEE The current meeting registration fee of $30.00 per person represents a considerable shortfall with respect to even the dinner cost ($54.00/person) at La Quinta. After some discussion: FMSI 00937 Minutes of the Board of Directors Meeting -4- June 7, 1992 Upon motions duly made, seconded and unanimously passed, it was: RESOLVED: To increase the registration fee for both member and guest from $30 per person to $50 per person effective with the June 1993 Meeting. * There being no other business brought to the attention of the Board of Directors at this time, upon notion duly made, seconded and unanimously passed it was: RESOLVED: To adjourn. Adjourned at 5:00 P.M. 7130 PA.___ June 7-4-.19.a2 The Board reconvened the meeting with the same members present. After checking with La Quinta Hotel Golf and Tennis Resort, it was determined that the hotel was fully booked over the weekend of June 4-7, 1993. The weekend prior to June 4-7, is the Memorial Day weekend and it was ruled out. The dates of June 11-14 were ruled out due to prior commitments of some of the members and the dates of June 18-21 were ruled out because they contained Father's Day. Upon motions duly made, seconded and unanimously passed, it was: RESOLVED: To rescind the resolution to hold the next Board of Directors and Membership Meeting in June 1993 at La Quinta Hotel Golf & Tennis Resort in La Quinta. RESOLVED: The next Meeting of the Board of Directors and Membership is scheduled for June 1993 at Longboat Key Club, Longboat Key, Florida. If, due to committee action, or other reasons an earlier Board Meeting must be called, the Directors will decide on a location and date at that time. There being no other business brought to the attention of the Board of Directors at this time, upon motion duly made, seconded and unanimously passed it was: RESOLVED: To adjourn. Adjourned at 7:45 P.M. G. N. Laycock Secretary FMSI 00938