Document 7R789qY1V1rwVd2nQb7n8xqQo

Institute, Inc 292 Madison Avenue, New York, N.Y. 10017 (212) 679-6020 Minutes Meeting of Board if Dire:tors and Executive Committee New YcrK, New York December 3, 19*09 By direction of the President and in accordance with notice of meeting of November 14, 1969. a meeting of the Board cf Directors and Executive Committee of Zinc Institute, Inc. was held on Wednesday, December 3? 1969- The meeting convened at 9:30 a, m, in the Ins*, it tie offices at 292 Madison Avenue; New York, New York 10017. Directors ore sent were; * J, R. Englehcrn. President and Chairman cf meeting J. Alexander C. 0, Buchanan 3. A. Custer .. G. Me Cullough C. F. Me Graw Lawrason Riggs, III * 3. D. Strauss w. j, Veenis K. M. Weed + H, L. Yeung R. A. Young -* Member, Executive Committee i_5C ' rtSC-'.* ; D- M Borcina ?, Gittelscn I. 1. Kimberley R. J. O'Kara D. v. Pettigrew F. J. Iras low Dead Industries Association Chairman, Industry Development Committee Zinc Institute, Inc. Zinc Institute, Inc. - Lead Industries Assoc. Treasurer; Zinc Institute, Inc, Zinc Institute, Ins counsel R. Erg Istom. President cf Zinc Institute presided and D. W. Pettigrew, Secretary . functioned that capacity. T.o Order; The meeting was called to order at 9'30 a,m. and with f' f-r pari Directors p f or the transaction easiness Mi rites-: The mina1.. r_: c. age , Illinois, i LMC2l0f 2 1970 Proposed Budget: The Directors had received all material for budget consideration with their call to meeting, November 14, 1969. Messrs. Kimberley and Pettigrew reviewed the documents and discussed the programs and budgets, both Administrative and Promotion and Development, as recom mended to the Board by the Industry Development Committee at its meeting November 12, 1969. Die Casting Following is an approximate breakdown of the proposed budget by market: ( Galvanizing Sheet General Oxide Rolled Other Total Promotion and Development $ 577,050 $ 257,300 $ 55,050 $ 181,600 $ 32,600 Administrative $ 20,400 $ 29,600 $ 608,000 $ 275,000 $ 532,SCO 45% $ 57,200 $ 192,000 $ 112,250 $ 373,600 9-5% 31.5lo- $ 3^,000 $ 66,600 5-7% $ 20,000 $ 40,400 3.3% $ 29,800 _________ $ 59,400 $1,185,050 5% 100% During the discussion, the following comments were made and actions taken: Schedule III A, Administrative Expenses Item 1 -- The Board endorsed the actions suggested by the President and Executive Vice President relating to staff salary increases during 1970. Item 8a - The Board approved action to retain Institute Headquarters at 292 Madison Avenue, with the incumbent increase in rental. A new 10-year lease will be signed to continue occupancy at the expiration of the current lease on April 30, 1970". Schedule III B, Promotion and Development Expenses Item 1 -- Publicity was approved at the level of $ 125,000 to broaden this activity, in lieu of advertising which had been re moved from the 1970 program by IDC recommendation. Item 2 -- The Joint program with AHDGA was reviewed with the recom mendation that it be continued for 1970. There was dis cussion concerning whether this activity should remain at the $ 85,000 level in coming years. Zinc Institute, in years past, has agreed to pay 40 per cent of the cost of the AHDGA field engineer activity. There was some definite feeling that this percentage should be significantly reduced, with dollar increases in Zinc Institute funds LI AC210C -3- to be considered only if AHDGA activities and internal financial support were to be increased. No vote was taken and the matter is to be discussed with AHDGA staff. Item 3 -- The joint program with ADCI was reviewed. It was agreed that this item would be reviewed in detail for 1971, in view of the availability to and probability of affiliate membership in ADCI by zinc producers, at a maximum expendi ture of $ 5,000 for each company. Item 7 -- Mr. Kimberley reported that ZALIS activities in South and Latin America were proceeding nicely. Details have been completed for an office in Mexico and are well along for similar operations in Brazil and Argentina. In each instance, the initial budget is $ 25,000 each with $ 10,000 each from ZALIS funds and the balance from local producers in each country. ZALIS will, in addition, furnish appro priate technical and promotional literature and service by correspondence and (from time to time) in person. Item 15 - It was reported that the Zn 75 sportscar promotion was proceeding on schedule. Of the $ 80,000 approved for the promotion, $ 70,000 will have teen spent in 1969Approval was given to carry $ 10,000 over into 1970 to complete the show schedule, and an additional $ L,000 was approved for exhibit refurbishing. Item 19 - The Canadian members reported favorably on the activities of the Zinc Institute office in Toronto. Item 21 - The need for a new motion picture on die casting was dicussed and the activity was approved. It was explained that the proposed $ 60,000 might be exceeded by as much as 10$ in view of the need to document new technology being developed in the die casting technique. An Advisory Committee will be appointed by the President to advise and work with the staff on all phases of this project. Item 25 - It was explained that the New Jersey Zinc Company had offered their Annual Die Casting of the Year Competition to .Zinc Institute to be operated on behalf of the entire industry. It was agreed that this project should be in cluded in the 1970 program. The discussions having been completed, on motion of Mr. J. P.. Alexander, seconded by Mr. H. L. Young, the proposed programs and budget for 1970 were unanimously approved. Revised documents are attached hereto. M Authorization of 1970 Assessment: As part of the motion approving the 1970 programs and budget, the 1970 rate of assessment for slab zinc is at 81^- cents per short ton. It was agreed that the cash reserve situation should remain as proposed. All other assessment rates will be maintained at the 1969 level. L I A r 2 1 1C -4- Following are the assessment rates for 1970: Slab Zinc Zinc Oxide Concentrates Rolled Zinc Zinc Dust 84 27 16 1/2 1/2 ceInt ts tt pfet r It shMort If tofln ft 33 3/5 If ft ft ft M tf ? II 13 (Sold domestically in Canada or the United States; also imported to and sold in the United States.) (5) C. A. Matthews pension supplement: The Board unanimously approved continu ation of the pension supplement to Mr. C. A. Matthews, retired; amount of $ 84.50 per month ($ 1,014.00 per year). As in 1969, this will be taken in 1970 from Pension Reserve Fund interest. (6) Approval of Auditors: By unanimous action, the Directors approved Peat, Marwick, Mitchell and Company as the auditors for the Institute for review of 1969 accounts. (7) Report of Executive Committee: The Chairman reported briefly on the deliberations held by the Executive Committee on December 1, 1969, relating to possible changes in Zinc Institute's membership and a new influence on attendance at Annual Meetings. The Board accepted the report and heard Mr. Truslow of Debevoise, Plimpton, Lyons & Gates (Zinc Institute's legal counsel) explain the potential difficulties of dissolution and re-inccrporation of Zinc Institute as a membership corporation in New York State. After discussion, or. motion duly made by Mr. S. D. Strauss, seconded by Mr. H. L. Young, the Board unanimously adopted the following resolution: RESOLVED, that the Executive Committee be and the same is, hereby authorized to set policies for attendance at the Institute's Annual Meeting of members and to adjust the yearly dues for the active and associate members of the Institute in such manner as it may feel appropriate and necessary to assure that members and their employer companies and other firms benefiting from participation m the Institute's activities are bearing, where appropriate, a fair a.nd reasonable share of the operating costs of the Institute; and FURTHER RESOLVED, that action taken by the Executive Committee under the foregoing resolution shall be binding on the Institute and its members, subject to ratification and approval by the Board of Directors at its next meeting. LIA021H For the guidance of the Executive Committee the following suggestions of possible action were made: a. That companies participating in Institute programs pay a minimum assessment of $ 5,000 per year / - 5- b. That minimum dues for active and associate members be established at $ 5.000 per year, with dues being waived for members who are employees of companies supporting the Institute through assess ment . c. That attendance at the Annual Meeting by non-members shall be by invitation only, with invitations to go automatically to employees of companies supporting the Institute by assessment, and persons affiliated with related associations including LIA, ILZRO, Galvanizers Committee, American Die Casting Institute, and American Hot Dip Galvanizers Association, and that other invitees should be approved by the Executive Vice President of the Institute. Recognizing that these actions could not be accomplished by normal dues invoicing time, January 1, 1970, the Directors agreed that invoices for Annual dues would be deferred until Executive Committee action could be accomplished. (8) Miscellaneous: a. It was suggested that Texas Gulf Sulfur Company has again expressed an interest in participating financially in the Zinc Institute operations. Mr. Kimberley was asked to investigate this matter further. b. Mr. Kimberley reported that American Metal Market had suggested a one-day Metal Forum on Lead and Zinc. In view of the forthcoming International Lead-Zinc Meeting in London in May, 1970, and a second one in St. Louis in November, 1970, Mr. Kimberley was asked to dis courage this activity. c. Mr. Kimberley reported on the Canadian zinc statistics from 1969 which have been made available by the Canadian-producers. He com mented that they followed thd same format as those reported on U. S. production. The Board requested that these Canadian statistics be distributed to those producers contributing statistics to the U. S. operation. They desire no further publication of the statis tics at this time. (9) Adjcomment: There being no further business to come before the Board, the meeting adjourned at 11:45 a.m. Respectfully submitted ZINC INSTITUTE, INC. APPROVED: J. R. Englehom President DWP:hdj D. W. Petti Secretary REVISED SCHEDULE II 1970 BUDGET PROPOSAL - SUMMARY A. Required for 1970 Operations 1. Administrative (including Canada) 2. Promotion - continuing New 3. Operating Reserve Total $ 603.000. 445,000. 132,050. 100,000. B. Funding for above (Estimated) 1. EstimatedReserve l/l/70 2. Dues 3. Interest earned ) 4. Reimbursement for publications) 5- MiscellaneousAssessments 6. Oxide 7. Saab U. S. ) needed Slab Canada) Total 88,340. 4,000. ^ 500 5>500. 25,000. 1,160,710. ____________ $ 1,285,050. $ 1,285,050. Estimated Slab Available for Assessment (Short Tons) U. S, Prod, shipped U. S. 10/1/68 - 9/30/69 Foreign Prod, shipped U. S. Canadian Prod, shipped Canada Total Proposed Assessment Rate - <$. per short ton 1,062,900. 200.000. (est. 114.000, (same as paid 1969) 1,376,900 84. 42/3/69 L I A C 211 2 ZINC INSTITUTE, INC, STATEMENT O f PROMOTION & DEVEIUPMKNT EXPENSES H; >;.Viv. ,4#V /$& ->.v-.,' * - - A v -:.. v> < a^a . - >-; ,t q . -5 cr P 1 X r' -- 2* 2.1 2-- r - -3 - .X M >o r-* -a c -3 C-O -C 3fXt O-ft ?? Cf cr ft -- - O - %s z ft N c- . n> -- ~ t io -- MJ r*- t & 2 -T r ? Ii i! O C p lc lf|U-Gf '\vSr~: r' OO UCJ ^-0 cco ccooc ooc n vO & -3 cr O' r* -7 lOO vcj- ipQa. -0 TO3 1C o o oo 00 -< -- Ccn zr SCHEDULE III B ( III H -2' LIA02115