Document 8R4Bb9zr2KdVoBpdLvqLE3DLZ

MINUTES OF SPECIAL MEETING or BRAKE LINING MANUFACTURERS' ASSOCIATION, INC. (IN DISSOLUTION) R e 8 ENT* L. M. Cassidy R. 3. Davis 0. H. Spicer V. A. Spina G. M. Williams Weoneboav, April 27, 1948 at 2 P.M. AT THE Hotel Commodore, New York, N. Y. B S E NT* w. A. Slums T. U Gat he There were also present William H. Dunn, Treasurer, and Lester O. Stickler, Esq., COUNSEL. The Presioemt, Mr. Spina, presioeo as Chairman ano Mr, Stickles acted as Secretary of the mectins. The Acting Secretary then reao the notice op meeting oated April 18th,1948 TO WHICH WAS ATTACHED THE PROOF OP MAILING. The NOTICE OF MEETING ANO AFFIDAVIT WERE THEREUPON DIRECTED TO BE PREFIXED TO THE MINUTES OF THIS MEETING. The Chairman then announoeo that a quorum wag present ano that it wag in ORDER TO PROOCED WITH THE BUSINE88 OF THE MEETING. Upon motion duly mom ano scoonocd, the reaoinq of the minutes of the last MEETING OF THE BOARO OF DIRECTORS WAS WAITED. The Chairman stated that he had called this special mectins for the purpose OF CONSIDERING AN OFFER RECEIVED FROM CLUTCH FaoiNG ANO BRAKE LINING STANOAROS INSTI TUTE, Inc, He stated that following the filing of the certificate of dissolution of the Association, the officers ano oircotors had been taking the ncoegsarv steps to liquidate the assets ano to pay ofp the liabilities. He stated that the asset of GREATEST VALUE TO THE ASSOCIATION WAS THE OaTA BOOK, ANO THAT PENDING THE PROPOSED SALE OP THIS A88CT, THE DIRECTORS HAD TAKEN SUCH STEPS AS WERE NECESSARY TO PRESERVE THE VALUE OF THIS ASSET THROUGH THE 00NTINUANCE OF COMPILATION OF CURACNt OATA* He STATED THAT AN OFFER HAD SEEN RECEIVED FOR THE PURCHASE FROM THE ASSOCIATION OF ALL OF ITS ASSETS ANO THAT THE PURCHASE PRICE NAMED IN SUCH OPFCR WHEN ADDED TO THE LIQUID A88CTB WOULD SE SUFFICIENT TO DISCHARGE THE OUTSTANDING LIABILITIES OF THE Association. The Chairman then oalleo upon the Treasurer to present a report on the Association's present financial position. Mr. Dunn then submitted to the meeting a STATEMENT OF AS8CTS ANO LIABILITIES, DATED AS OF APRIL 21, 1949. He EXPLAINED THAT THE STATEMENT INCLUDED IN THE LIABILITIES, PROVISION FOR ALL CXIWSES THROUGH APRIL 30, 1948, He STATED THAT THE REPORT, HOWEVER. DID NOT INCLUDE THE CLAIM OF Ralph 0. Pittman for legal services, in the amount of $5,000, since the amount of the claim HA8 NOT BEEN AGREED TO BY THE OIRCOTORS. He ALSO STATED THAT NO PROVISION HAS BEEN FMSI--0015 FMSf 00658 made in the statement for payment to McLaughlin & Stickles of its annual retainer. The said annual retainer has accrued since July l, 1948 at the rate of $2,500. The Chairman thereupon oireoted that a copv of the said report be fileo with the minutes OF THIS MEETINS, The Chairman then stated that unoer the terms of an offer received from Clutch Facing and Brake Lining Standards Institute, Inc,, the Institute proposed to PURCHASE RLL OF THE ASSET8 OF THE A8B001ATI0N, WITH THE EXCEPTION OF CASH IN BANK AND GOVERNMENT BONOS, FOR THE SUM OF $14,000 IN CASH, THE OFFER PROVIDED THAT THERE BE AMONG THE A8BET8 TO BE TRANSFERRED, AN ASSIGNMENT TO THE INSTITUTE OF ALL UNPAID DUE8 ANO ASSESSMENTS DUE THE ASSOCIATION. AMONG THE A88ET8 TO BfcTRANS FERRED, THERE WAS TO BE AN ASSIGNMENT OF ALL COPVRIGHT8 ANO AN ASSIGNMENT OF PUBLI CATION RIGHT8 TO ALL THE PUBLISHED ANO UNPUBLISHED OATA ANO INFORMATION BELONGING to the Association. The Chairman stateo that if the offer of the Institute was accepted, the TRAN8FER OF THE ASSETS COULO BE MADE IMMEDIATELY ANO ALL ACTIVITIES, INCLUDING THE WORK BEING DONE CURRENTLY TO PRE8ERVC THE VALUE OF THE DaTA BOOK, COULD BE TERMIN ATED ANO THE PROCEEDS OF THE 8ALE USED TO PAY OFF THE LIABILITIES OF THE ASSOCIATION ALL OF WHICH HAO BEEN FIXED AND DETERMINED WITH THE EXCEPTION OF THE CLAIM OF Ralph 0, Pittman for $5,000. The Chairman pointeo out that originally the offer of the Institute hao 8EEN PRE8ENTEO IN THE FORM OF A LETTER DATED MARCH 22, IP49, WRITTEN BY THE PRESI DENT OF the Institute to eaoh of the directors of the Association* and that accept ances OF THE OFFER HAO BEEN RECEIVED, SIGNED BY ALL OF THE DIRECTORS PRESENT ANO BY T, L. Gatke. 0ISCU8SION THEN FOLLOWED A8 TO SECURING BOME PROTECTION IN THE EVENT THAT THE AMOUNT OF LIABILITIES AS FINALLY DETERMINED EXCEEDS THE AMOUNT NOW PRO VIDED for. The Chairman stateo that the offer of the Institute did not provide for THE ASSUMPTION OF THE LIABILITIES OF THE ASSOCIATION* It WAS THE CONSENSUS OF OPINION OF THE DIRECTOR* PRESENT AT THE MEETING THAT THE INSTITUTE SHOULD BE RCQUE8TE0 TO SAVE HARMLE8S THE MEMBER8 OF THE BOARD of Directors of the Association of and from anv liabilities, the payment of which 18 NOT NOW BEING PROVIDED FOR, UP TO AN. AGGREGATE PRINCIPAL SUM OF $2,500. * After consideration and upon motion made by Mr. Williams and seconded by Mr. Spicer, the following preawles and resolutions were unanimously adopted: WHEREAS, the membership of this Association at a special meeting held on August 26, 1948, voted to dis solve* AND THEREAFTER A CERTIFICATE OF DISSOLUTION WAS FILED WITH THE 8eCRCTARV OF STATE; ANO ' WHEREAS, THE OIRECTORS HAVE CONTINUED THE COMPIL ATION OF TECHNICAL OATA 80 A8 TO PRESERVE THE BALES value of the BLMA Data Book, the Association's principal A88CT; and WHEREAS, an offer hab been received from Clutch Facing ano Brake Lining Stanoaros Institute, Inc, (hereinafter referred to a8 the Institute"), whereby the Institute offers to purchase for the sum of $i4,000, all of THE A8SET8 OF THE ASSOCIATION WITH THE EXCEPTION OF CASH IN BANKS AND U, S. BONOB; ANO - 2- FMSI 00659 T IT WHEREAS, the said offer is conditioned upon the consummation or this transaction before April 30, 1948, so as to enable the Institute to arrange to publish the "Data Book" under its name; ano WHEREA8, it is the consensus or opinion or this Board that SOME PROVISION SHOULD SE MADE FOR THE ASSUMPTION BY THE INSTITUTE OF ANY LIABILITIES, PAYMENT Or WHICH HA8 NOT BEEN FULLY PROVIOEO for; NOW, THEREFORE, BE IT . RESOLVED, THAT IT IS TO THE BEST INTERESTS OF THE MEMBERS OF the Association that the offer of the Institute to purchsse all OF THE A88ETS OF THE ASSOCIATION, AS OUTLINED ABOVE, FOR THE SOM of Fourteen thousand ($14,000), be accepted, provided that the Institute undertakes to save harmless the members of the Board of Directors of the Association, in dissolution, of and from ANY LIABILITIES OF THE ASSOCIATION, THE PAYMENT OF WHICH HA8 NOT BEEN FULLY PROVIOEO FOR UP TO AN ASCRESATE PRINCIPAL SUM OF TwV THOUSAND FIVE HUNDRED ($ 2,500)DoLLAR8t ANO BE IT FURTHER RESOLVED, that the said offer, subject to the foregoing con dition, BE ANO IT HEREBY IS ACCEPTED ANO THAT THE OFFICERS OF THE association se and they hereby are authorized ano directeo to ex ecute BILLS OF BALE, A88ISNMENT8 ANO ANY OTHER DOCUMENTS WHICH MAY BE NECESSARY TO EFFECT THE TRANSFER OF THE ASSETS OF THE ASSOCIA TION, WITH THE EXCEPTION OF ITS CASH AND INVESTMENTS, TO THE Institute upon the payment to the Association of the sum of Fourteen thousano ($14,000) Dollars, and upon the execution and DELIVERY TO THE ASSOCIATION OF AN INSTRUMENT WHEREBY THE INSTITUTE UNDERTAKES TO SAVE HARMLESS THE Directors OF THE ASSOCIATION IN THE MANNER ANO TO THE EXTENT PROVIOEO ABOVE; ANO BE IT FURTHER RESOLVED, THsrr the officers of the Association se and they HEREBY ARE AUTHORIZED AND DlREOTED FROM TIME TO TIME, AT THE RE QUEST of the Institute, to execute any documents which the Insti tute MAY REASONABLY REQUEST TO AID IT IN THE COLLECTION OF CLAIMS ASSIGNED TO IT BY THE AssoctATION OR IN THE DEFENSE OF THE TITLE TO ANY ASSETS TRANSFERRED TO IT* The Chairman then stated that upon the transfer of the assets to the Institute an& the reoeipt of the monies by it, it would be in order for the Asso ciation TO CLOSE OUT ALL OF ITS ACTIVITIES ANO OPERATIONS ANO TO PAY OFF ITS LIABILITIES*. After consideration and upon motion duly made by Mr* Davis and seconded by Mr* Spicer, the following resolutions were unanimously adoptedI RESOLVED, that the officers of the Association be ano they HEREBY ARE DIRECTED, ON APRIL 30, 1948, TO TERMINATE THE SERVICES of all employees of the Association; to close the office and turn, over to the Institute the space which the Association now occupies, AND TO DISCONTINUE ALL ACTIVITIES OP THE ASSOCIATION; ANO IT WAS FURTHER RESOLVED, that the following liabilities of the Associarion BE ANO THEY HEREBY ARE APPROVED AND THAT THE TREASURER BE DIRECTED TO MAKE PAYMENT THEREOF! - 3- FMSI 00660 T IT Note payable - The National City Bank PLUS INTEREST Refunds to members on account or legal rcES aovanced by them in excess of their proportionate share Balance of fees to McLaughlin & Stickles in connection with antitrust matter, INCLUDING DISBURSEMENTS ,92 000.00 5,501.41 10,664.95 and it was further RE80LVED, that Lester 0. Stickim, Esq, oounsel, be ano he HEREBY 18 AUTHORIZED TO COMPROMISE FOR ANY AMOUNT NOT IN EXCESS of $2,500, the olaim of Ralph 0. Pittman against the Association, AND UPON COMPROMISE OF SUCH CLA'M THE TREASURER BE ANO HE HERESY is authorized to make payment thereof to Ralph D, Pittman; and it WA8 FURTHER . . RESOLVED, that the Treasurer be ano he hereby is authorized and directed to make payment of any balance remaining after the FOREGOING PAYMENTS, BUT IN NO EVENT TO EXCEED $779.35 TO McLaUGHLIN & Stickles, in pull satisfaction of retainer (accruing from July I, 1948 to September 30, 1948, at $2,500 per year or $625 plus oisp BUR8ENTS IN THE AMOUNT OF $I54.3&). There being no further business to oome before the meeting, upon motion DULY MAOE ANO SECONDED, IT WAS ADJOURNED. Acting Secretary 4 FMSI 00661 BRAKE LINING `MANUFACTURERS' ASSOCIATION, INC (Dissolved) June 30th, 1949 To the former Members of BRAKE LINING MANUFACTURERS' ASSOCIATION, INC. (Dissolved); As THE LAST PrE8IOENT OF THE ASSOCIATION, AND UPON THE CONCLUSION OF THE BUSINESS AUTHORIZED AT A MEETING OF THE BOARD OF DIRECTORS HELD IN THE ClTY OF New York on April 27th, 1949, I herewith submit the concluding report of the Associa tion to THE membership; On August 26th# 1948 a Specikl Meeting of the membership of the Associa tion WAS HELD WHEREIN IT WAS DECIOEO BY RESOLUTION UNANIMOUSLY PASSCO THAT THE Association be dissolved. This was brought about due to the compromise effected between the Government and counsel for the various members of the Association con cerning THREE INDICTMENTS IN THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF New York penoing against the members and various individuals. You have without OOUST RECEIVED MORE PARTICULAR INFORMATION FROM YOUR RESPECTIVE COUNSEL IN REFERENCE TO THE DETAILS OF THE COMPROMISE ANO THE DISSOLUTION. IN CARRYING OUT THE DIRECTION OF THE RESOLUTION A CERTIFICATE WAS PRE PARED ANO DULY EXECUTED ANO FILED WITH THE SECRETARY OF STATE AT ALBANY, NEW YoRK DISSOLVING THE ASSOCIATION LEGALLY AS OF SEPTEMBER 23RO, 1948. The Soaro of Directors continued to function as trustees in winding up THE BUSINESS OF THE ASSOCIATION, ANO DIO WHAT IT COULO TO PRE8ERVC THE MAIN ASSET Nof the Association, namely, the Data Book and Data Book information. o statements WERE SENT OUT TO THE MEMBERS FOR DUES AFTER THE DISSOLUTION HAD BEEN EFFECTED, BUT THE HEADQUARTERS WERE MAIMYAI NED AT THE 8AMC LOCATION ANO A BTAPP WA8 CONTINUED THERE TO CARRY OUT THE DETAILS OF LIQUIDATION. On April 27th, 1949 a special meeting of the Board of Directors was held FOR THE PURPOSE OF ACTING UPON AN OFFER TO PURCHASE THE A88ET8 OF THE ASSOCIATION, WITH THE EXCEPTION OF THE CA8H ANO U. S. SAVINGS BONDS ON HAND. A WRITTEN OFFER HAD SEEN RECEIVCO FROM THE CLUTCH FACING ANO BRAKE LINING STAN0ARO8 INSTITUTE, INC. TO ACQUIRE SUCH A88CTS BY PAYMENT OF $14,000 IN CASH, THIS COMMUNICATION HAD BEEN REFERRED TO EACH MEMBER OF THE BOARD OF DIRECTORS AND A SPECIAL MEETING WAS CALLED FOR THE PURP06E OF ACTING THEREON. AFTER CAREFUL C0N8IOERATION BY THE MEMBER8 PRE SENT AT THE SAID SPECIAL MEETING THE FOLLOWING RESOLUTION WAS UNANIMOUSLY PA88E0: "WHEREAS, THE MEMBERSHIP OF THI8 ASSOCIATION AT A SpEOIAL MEETING HELD ON AUGU8T 26, 1948, VOTED TO 0I880LVE, ANO THEREAFTER A CERTIFICATE OF DISSOLUTION WAS FILED WITH THE-SECRETARY OF STATE} AND "WHEREAS, the Directors have continued the compilation of technical OATA SO AS TO PRE8ERVE THE SALES VALUE OF THE BU A Data BOOK, THE A880CIA TI ON'S PRINCIPAL ASSET; ANO "WHEREAS, An offer haC been received from Clutch Facing ano Brake Lining Stanoaros Institute, Inc. (hereinafter referred to as the "Insti tute?), WHEREBY THE INSTITUTE OFFERS TO PURCHA8E FOR THE SUM OF $14,000, ALL OK THE A8SCT8 OF THE ASSOCIATION WITH THE EXCEPTION OF CASH IN BANKS ---------- t 1 o Q_. FMSI 00662 T ir - 2- "V/HEREA3, the saio offer is conditioned upon the consummation OF THIS TRANSACTION BEFORE April 30, IP49, 80 A8 TO ENABLE THE INSTITUTE TO ARRANGE TO PUBLI8H THE "Data 8oOKn UNOER ITS NAME; AND "WHEREAS, IT IS THE COH8EN8U5 OF OPINION OF THIS BOARD THAT 80ME PROVISION SHOULD BE MADE FOR THE ASSUMPTION BY THE INSTITUTE OF ANY LIABILITIES, PAYMENT OF WHICH HaB NOT BEEN FULLY PROVIOED FOR; NOW, THEREFORE, BE IT "RESOLVED, THAT IT 18 TO THE BEST INTERESTS OF THE MEMBERS OF THE Association that the offer of the Institute bo purchase all of the assets of the Association, as outlined above, for the bum of Fourteen Thousand ($14,000), BE ACCEPTED, PROVIDED THAT THE InBTITUTE UNDERTAKES TO SAVE HARMLES8 THE MEMBER8 OF THE BOARD OF DIRECTORS OF THE ASSOCIATION, IN DISSOLUTION, OF AND FROM ANY LIABILITIES OF THE ASSOCIATION, THE PAYMENT OF WHICH HAB NOT BEEN FULLY PROVIDED FOR UP TO AN AGGREGATE PRINCIPAL sum of Two Thousand Five Hunored(?2,500) Dollars; and be it further "RESOLVED, THAT THE 8AIO OFFER, SUBJECT TO THE FOREGO I NO CONDITION, BE AND IT HERESY 18 ACCEPTEO AND THAT THE OFFICERS OF THE ASSOCIATION BE ANO THEY HEREBY ARE AUTHORIZED AND DIRECTED TO EXECUTE BILLS OF 8ALE, ASSIGNMENTS AND ANY OTHER DOCUMENTS WHICH MAY BE NECES8ARY TO EFFECT THE TRANSFER OF THE ASSETS OF THE ASSOCIATION, WITH THE EXCEPTION OF ITS CA8H ANO INVESTMENTS, TO THE INSTITUTE UPON THE PAYMENT TO THE ASSOCIATION OF the sum of Fourteen Thousand ($14,00) Dollars, and upon the execution and OELIVERY TO THE ASSOCIATION OF AN INSTRUMENT WHEREBY THE IN8TITUTE UNDER TAKES TO SAVE HARMLE8S THE DIRECTORS OF THE ASSOCIATION IN THE MANNER AND TO THE EXTENT PROVI DEO ABOVE; AND BE IT FURTHER "RESOLVED, THRT THE OFFICERS OF THE ASSOCIATION BE ANO THEY HEREBY ARE AUTHORIZED ANO DIRECTED FROM TIME TO TIME, AT THE REQUEST OF THE Institute, to execute any documents which the Institute may reasonably REQUE8T TC AID IT IN THE COLLECTION OF CLAIMB A88IGNE0 TO IT BY THE AS80CIAT ION OR IN THE DEFENSE OF THE TITLE TO ANY ASSETS TRANSFERRED TO IT." The necessary documents were prepareo and executed by the officers of the Association to carry out the directions contained wiThin the above stated reso lution. An ASSIGNMENT OF ALL THE COPYRIGHTS ISSUED TO THE ASSOCIATION COVERING THE BData ook and its publication was given to the Clutch Facing ano Brake Lining Stanbaros Institute, Inc. A bill of sale transferring title to all other assets FORMERLY BELONGING TO THE ASSOCIATION WAS ALSO TURNED OVER TO THE INSTITUTE. Further, a letter was sent by Mr. Smith, as President of the Institute to the last MEMBERS OF THE BoaRO OF THE ASSOCIATION, SAVING THEM HARMLESS TO THE EXTENT OF $2,500 AS PROVIDED FOR IN THE 8AI0 RESOLUTION. The 4,000 which was THE CONSIDERATION FOR the transfer of the assets U. S.of the Association to the Institute, along with the cash on hano and the Savings Bonds in the possession of the Association permitted the Association to ADJUST ITS LIABILITIES ANO A RESUME OF THE FISCAL STATUS OF THE ASSOCIATION AS OF April 30th, IPs-P is as follows: FMSI 00663 Realization - 3- Cash in Bank (April 21, 1949) Petty Cash (April 21, 1949) Estimateo Proceeds of Redemption of $7,000 face value, U. S. Savings 3ond, Ser. G, 1955-1956 Proceeds of Sale of Assets to C.F, & B.L.S.I. Total Cash Realized . . . $1,833.66 69.49 5,399.00 <4.000.00 Igl.302.15 Application of Punob Estimated expenses as follows: Social Seourity and Withholding Texes Water Telephone & Telegraph Stationery & Supplies "eMeetinS-Expense Miscellaneous - - $105*50 6.00 40.00 15.00 16,00 50.00 $ 232.50 Note Payable - National City Bank, (in- CLUOING ESTIMATED INTEREST) 2,060.00 Refunds to Members on account of ADVANCES RE LEGAL FEES 5,501.41 McLaughlin & Stickles - Fee and Disbursements re Anti-Trust Matter, COVERING PERIOD JUNE I, 1948 TO COM* CLUBION OF case, October I, 1948 Ralph 0. Pittman - Estimated Settlement 10,584.95 RE CLAIM FOR LeGAL SERVICES 2,500.00 Estimated salanse to be paid to McLaughlin & Stickles in full satisfaction of RETAINER (ACCRUING FROM JULY I, 1948 TO September 30, 1948, at $2,500 per year or $625 PLUS DISBURSEMENTS IN THE AMOUNT OF $154.35) Total Cash Expended *23,29 $21,302.15 All FORMER MEMBERS OF THE ASSOCIATION WERE GIVEN AN OPPORTUNITY TO JOIN as charter members the Clutch Faoing and Brake Lining Standards Institute, Inc. The legal dissolution of the Association has been accomplished and all BU8INE88 TRANSACTIONS HAVE TERMINATED ANO A8 OF April 30TH, 1949 THE DISSOLUTION of the Association was completed. This is the final report to the mewership covering the perioo from August 26th, 1948 to April 30th, 1949. V. A. Spina Former President FMSI 00664 r