Document 82OLyZy7w3B8EnO59v84BnKpk

FRICTION MATERIALS STANDARDS INSTITUTE, INC., EAST 210 ROUTE 4, PARAMUS, NJ 07652 MINUTES OF MEETING of the BOARD OF DIRECTORS Thursday, June 20, 1985 at Dunfey-Hyannis Resort, Hyannis, Massachusetts DIRECTORS PRESENT Robert E. Nelson Francis E. Messier Larry Mintman W. Max Sleeth OTHERS PRESENT Stuart Comins, President Edward W. Drislane, Secretary David F. McBride Abex Corporation Friction Products Group " Allied Automotive Bendix Aftermarket Brake Division Certified Brakes Lear-Siegler Company Virginia Friction Products, Inc. P.T. Brake Lining Company Friction Materials Standards Institute Legal Counsel ' ** *** Mr. F. E. Messier, acting as Chairman, called the meeting to order at 8:25 AM, June 20, 1985. ELECTION OF OFFICERS Mr. Messier called for nominations for the office of President. The name of Mr. Stuart Comins was presented for President. The nomination was seconded. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for the office of President be closed. , Whereupon the Secretary was instructed to cast one ballot for the election of Mr. Stuart Comins as President. The Secretary advised that the ballot had been cast. FMSI 01128 Minutes of the Board of Directors Meeting -2- June 20, 1985 Mr. Messier then called for nominations for the office of Vice President. Mr. F. William Barton was nominated and seconded for the office of Vice President. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for the office of Vice President be closed. Whereupon the Secretary was directed to cast one ballot for the election of Mr. F. William Barton as Vice President. The Secretary advised that the ballot had been cast. For the office of Treasurer, the name of Mr. W. Max Sleeth was presented and seconded. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for the office of Treasurer be closed. 'Whereupon the Secretary was directed to cast one ballot for the election of Mr. W. Mav Sleeth as Treasurer. The Secretary advised that he had cast sucfl ballot. For the office of Secretary, the name of Mr. Edward W. Drlslane was presented and seconded. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for the office of Secretary be closed. Whereupon the Secretary was instructed to cast one ballot for the election of Mr. Edward W. Drislane as Secretary. The Secretary advised that the ballot had been cast. Whereupon the following persons are duly elected as officers of the Institute for the ensuing year: Stuart Comins F. William Barton W; Max Sleeth Edward W. Drislane President Vice President Treasurer Secretary FMSI 01129 Minutes of the Board of Directors Meeting -3- June 20, 1985 RETENTION OF COUNSEL The Secretary advised that, according to ARTICLE VII of the By-Laws, legal counsel shall be retained at each annual meeting. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Mr. David F. McBride, of the Harwood, Lloyd, Ryan, Coyle and McBride Law Firm be retained as Counsel for the Institute. RETENTION OF AUDITORS The Chairman, on recommendation of the Secretary, suggested the retention of auditors for the Institute. 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. -- BUDGET - JULY 1, 1985 THROUGH JUNE 30, 1986 A preliminary expense budget of $119,980 was approved by the Board of Directors at its meeting on June 18, 1985. Because of changes voted by the Board, there were three increases in line items as follows: Expense Salaries Pension Meeting-Travel Preliminary $68,500 10,275 1,000 Final Budget $71,000 10,650 1,500 Increase $2,500 375 500 With these increases, the final expense budget was $123,355. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That an expense budget of $123,355 be approved for the July 1, 1985-June 30, 1986 fiscal year. FEE FORMULA - JULY 1, 1985 TO JUNE 30, 1986 The new Board of Directors was asked to approve the Fee Formula adopted -earlier at the June 18, 1985 Board Meeting. Mr. Nelson asked that this be considered further, as the Board had asked that fee formula changes be studied. It was noted that the fee formula had been voted for the July 1, 1985 - June 30, 1986 fiscal year, and that the "changes"to the formula were strictly under consideration for the future. They would not affect the 1985-86 fiscal year. Mr. Messier was to chair a committee (with Mr. Larry Mintman and Mr. Robert E. Nelson as Members) to consider possible changes to the fee formula in the future. * FMSI 01130 Minutes of the Board of Directors Meeting -4- June 20, 1985 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To adopt the following fee formula for the 1985-86 fiscal year: Active Members and Regional Members with Active Member rights: Basic Fee $1,150; Category Fee $700; Regional Member (Regular): Fee $1,600; Regional Member (Association): Fee $2,600; Licensee: Fee $600. MEETING OF THE BOARD OF DIRECTORS The next meeting of the Board of Directors is scheduled for the week of June 16, 1986 at Port St. Lucie, 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, Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To Adjourn Adjourned at 8:30 AM E. W. Drislane Secretary FMSI 01131