Document 99Ljxnm8gbBXLdNKaDawrNYMe

FRICriON MATERIALS STANDARDS INSTITtn'E, INC., E-210 ROUTE 4, PARAMUS, N.J ~ 07652 MINUTES OF MEETING \' of the BOARD OF DIRECTORS ,;r Wednesday, June 16, 1982 at Sawgrass, Ponte Vedra Beach, Florida DIRECTORS PRESENT Robert E. Nelson, President Francis E. Messier ~~er,~ J. Alider~_on ... '1 =~ :.;David E~ Cunningham , r F. William Barton. John P. Gallagher ..! r. . .: ', ""! .. ~. ..-'f, .; Gordon A. Carrigan <YrHERS PRESEll"T Abex CQrporation Friction Products Group Ben~x- .Corporaticin Au~~tive Aftermarket Operations Cert.ifid Brakes , Lea~~:l.ttgl,er Company -- Rayb&fiJtas.-~attan, Inc . Reddaway .Manufacturing COmpany Thiokol Corj,oration Fl'iction Division , __ S. I<. Wellman Corporatiotl,'. J IJ," William Simon, Treasurer ' Robert P. Gorman, Counsel Brassbes.tos ~facturl.ng. Company Du.ra~,-~ (;orman, Heber, Ilbriaco ~dward w. D_rlslane, Secret:ary & Lynes . Frictiotl. Materials Standards Institute ... - .'... - ***** ' Mr. Carrigan, acting as Cbairman,called the ~t1ng to order at S:OS PM, June 16, 1982. . . ,_ ELECTION OP OPPICERS Mr. Carrigan called for-nominations for the office of President. The name Robert E. Nelson was prelfented for Pres~dent. The nomination was seconded. Upon motion duly made, 84canded and unanimously pas$ed, it was: RE$oi.no: . tlaat the- 'nbmlnations for the: office of - - - Presi'den!Ci., be, closed. Whereupon the Secretary ..taw-instructed to cas_t;, one ballot for t;he election of Mr. Robert E. Nelson as President. The Sect:etary advised that"the ballot had been cast. .. , c " Mr. Nelson then assumed the positi'on of Olairman of this meeting, and called for nominations for the office of Vice President. Mr. Stuart Comins was nominated and seconded for the office of Vice President. FMSI 04404 Minutes of the Board of Directors Meeting -2- June 16, 1982 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations f()r the office of Vice President be closed. Whereupon the Secretary was directed to cast one ballot for the election of Mr. Stuart Comins as Vice President. The Secretary advised that the ballot had been cast. For the Office of Treasurer,' the name of Mr. William Simon 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 Secr~tary was ~rected to cast one ballot for ~he e~ection of Mr. William Simon as Trea.stlrer.: The Secretary advised that he had cast such ballot. ' For the Office of S~cr..;-tary, the name of Mr. Edward W. Dr.i"'l~ w~ p'resented 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 _advi.sed that the .ballot had been cast. Whereupon the following persons are duly elected as officers of the Institute for the ensuing year: Robert E. Nelson Stuart Comins William Simon Edward W. Drislane -: - President Vice President Treasurer Secretary_ RETENTION OF COUNSEL Mr. Nelson advised that according to .AliTICLE VII of the By-Laws, at each annual meeting legal counsel shal.l be ; retained .' for the , ensuing year '. ' . Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That ~lr. Robert P.' Gorman of the nurand, G~rman Heber, Imbrtaco & 'Lynes Law Firm be retained as Counsel for the ensuing year. FMSI 04405 Minutes of the Board of Directors Meeting -3- June 16, 1982 RETENTION OF AUDITORS The Chatrman on recomment;lation of the Secretary, suggested 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 ~uing.~e~r~ BUDGET - JpLY 1, 1982 THROUGH JUNE 30, 1983 The Chairman advised the meeting that the e~ense budget presented to the Annual Meeting for $107,500 for 1982..:.83 had been adopt~d by the Membership. Upon motion duly made, seconded and unanimous:lY passed, it was: RESOLVED: That a budget of $107,500 for the f;isca;L year starting July l, 1982 be accepted . FEE FORMULA - JULY 11 1.982 to JUNE 30, 1983 The meeting was advised that the outgoing Board of Directors had voted to increase the annual fee and fee fol111ula for the fiscal year starting July 1, 1982. The newly-elected Board of Directors was asked to affirm the new fee formula. Upon motion d~ly made, seconded and unanimousiy passed, it was: ltESOLVED: .That the annual -fee. for ~he fiscal year starting July 1, 1982 for Active Memers and Regional Members with Active 1-tember : righ~ be a basic rate of $1,300 with an additional $700 for eaCh category in which engaged; for individual regular Regional Members $~,600; for trade groups holding Regional Metobcarship $2,600; and Licensees $600. . < The Secretary was directed to contact the Accountants in order to explain to the Members how the Reserve created by the additional dues would be handled. This explanation was to be sent the MembershiV before July 1, 1982 .AS.BESTOS COMPENSATION .COALITION The Board of Directors discussed the presentation made by the Asbestos Compensation Coalition. As the presentation was made to the Membership after the meeting of the outgoing Board of Directors, the incoming Board of Directors had been assigned the task of cieciding what action, if any, was to be taken relative to the Institute and tile Coalition. FMSI 04406 Minutes of the Board of Directors Meeting -4- June 16~ 1982 It was stated that the Institu~.e should advise the Coalition that it would like to distribute papers, copies of presentations, and suggested legislation to Institute Members, coordinating ~ny such works with the Chairman of the Ina~.1rtut~,'s Health and Environment81 Affairs Committee. The secr~tary. wa8 directed to thank the Coalition for its presentation at the Mt!mbership Meeting. Upon motion duly made, seconded and-unanimously passed, it was: RESOLVED: To maintain liaison wi~h the Asbestos Compensation Coalition.and.coo~dinate any distribution of proposal$, 'view-. points, and accomplishments of said Coalition through the,Institu~e's. Health and Environmental Affain, committee. MEETING OF THE BOARD OF DIREcTORS The next meeting of the Board of Directors is schedui'ed for the week of June 13, 1983, at 'Sawgrass, in Po~e Vedra ~~flch~ F:~orida. I~ .~ue to Committee action or other reasotUJ an earlier ..Board kf~edng must be called, the Directors will decide on a iocatiou and date. at''that time . ' * * . * ' ~. There being no other business brought to the attention of the Board of Muct~, Upon motion duly made, . seconded and unanimously passed, it was: RESOLVED: . .To adjourn . Adjourned at 5: 15 PM '.: {_: .. E. w. Drislane Secreta:pr .. ' . ,,... :, . f ~' ..... j I '1. ~ ; '.~. ':"" ;. . ~ i', '!.,: ~t: .. .' FMSI 04407 FRICTION ~1ATERIALS STAHDA.'IDS INSTITUTE, 1J.~C,, E-210 ROUTE 4; PARAHUS, N.1, 07652 MINUTES OF HEETING OF THE .. : . ~ ... 1 Bol\RD' OF DIRECTORS .. Hednesday and Thursday~ June 1'7-18, 1981 at The Homestead, Hot Springs, Virginia '! .. DIRECTORS PRESENT Gord01;1 A. Carrigan,President Robert E. Nelson, Vice fres:tdt!nt Francis E. Hessier Robert J. Anderson Stuart Comins F Hilliam Barton John P. Gallagher OTHERS PRESENT S. K. Helltnan Cot'poradon Abex Corporation Friction Products Group Bendix Corporation Automotive Af.tetmarket Operations Certified Brakes . A Lear Siegler Company P. T. Brake Lining Company, Inc. Reddaway 'ManUfacturin~ ComPany, :Inc. .Thiokol Chel'lical Corporat;l.mr ' f ~ .' ' ' ."' -~). -~ t-.Tilliam Simon, T-reasurer Robert p, Gorm&?, Counsel Edw.ard H. Drislane, Secretary Brassbestos Manufacturin~ Co~oration Durand, Gorman; Heher, Iillbriaco & Lynes, Counsellors at Law 'Fdction ~1a~e~ials S.t:an~:~!~~ }nsdtute ., * * * ., Mr. Carrigan, acting as Chairman, called the tneeting to order at June 17, 1981. f .' r 5:15PM. on ELECTION OF OFFICERS The Chairman c;alled for nominations for the offi'ce of President. The name of Hr. Gordon A. Carrigan waa }presented for President. Counsel asked that nominations be suspended," as I1r. Carrigan was not a Director of the Institute, and he referred the Directors to ARTICLE V, Section 2, Election and Term of Office. This Section Hr.states that the Board of Directors shall elect a President and Vi~e President from among its members. As Carrigan had not been elected a Directof at the pre- ceding Membership meeting, he was ineligible for election as President. After further discussion; Ur. Hillaim Simon, Treasurer, submitted hfs resignation as a Director of th~ Institute. Upon motion duly made, seconded and u~animously passed, it was: RESOLVED: To accept Mr. tTilliam Simon's reshnat'ion as a Director of the Institute. FMSI 04408 i1inutes of the Board of Directors !-ieeting -2- June 17-18, 1981 Mr. Francis E. !1essier assumed the position of Chairman of the meeting. Mr. Messier, citing ARTICLE IV, Section 5, Vacancies, announced that the remaining members of the Board of Directors shall choose a successor to fill the vacancy on the Board of Directors caused by Ur. Simon's resignation. Ur. 11essier called for nominations for the vacancy on the Board.of Directors. The name of Hr. Gordon A. Carrigan was presented for- the Director. position. The nomination .,, was seconded. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That not:linations to fill the vacancy on the Board of Directors be closed. Whereupon t~e Secret~ry was instruct.ed to cast one ballot for the election of Mr. Gordon A. Carrigan as a Direc.tor. The Secretary adVised that the ballot had been cast. . Mr. Car:dgan reass.wued the position of Chairman of the meeting, and he called for nominations for the office o~ ~resident. The name of Gordon A. Carrigan was presented for President. ~e.nomination was seconded. Upon motion duly ~de, -~econded and unanimously passed, it was: RESOLVED: That the nominations for the office of President be closed. ~ereupon the Secretary was instructed to cast one ballot for the election of Hr. Gordon_ A. Carrigan as President. The Secretary advised that the ballot. had beeq. cast. Mr. Carrigan called for nominations for the office of Vice President. Mr. Robert E. Ne son was nominated and seconded for the office of Vice President. Upon motion duly made, seconded 4nd unaq.imously passed, it was: RESOLVED: That the nominations for the office'"of Vice President be closed. Whereupon the Secretary was di.rected to. cast one ballot for the election of Mr. Robert .E.. Nelson as Vice President. The Secretary advised that the ballot had . been cast. For the Office of Treasurer, the name of Mr.. William Simon 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. l1hereupon the Secretary was directed to cast one ballot for the election of Ur. H'illiam Simon as Treasurer. The Secretary advised that he had cast sUch ballot. FMSI 04409 Uinutes of the Board of Directors Heeting -3- June 17-18, 1981 For the Office of Secretary, the name of Hr. Edward H. Drislane was presented and seconded. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: That the nemtnations for the office of Secretary be closed. ~fuereupon the Secretary wasinstructed to cast one ballot for the election of rlr. Edward H. 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 ensuingyear: Gordon A. Carrigan - President Robert E. Nelson - Vice President t~illiam Simon - Treasurer Edward W. Drislane - Secretary RETENTION OF COUNSEL Mr. Carrigan advised that according to ARTICLE '71 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 Hr. Robert P. Gorman of the Durand9 Gortnan, Heber, Imbriaeo & Lynes Law Firm be retained as Counsel for the ensuing year. RETENTION OF AUDITORS The Chairman on recommendation of the Secretary, suggested 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 Accoantants, be retained as auditors for the ensuing year. BUDGET - JULY 1, 1981 .THROUGH JUNE. 30, 1982 The Chairman advised the meeting that the expense budget presented to the Annual Meeting for $101,005 for 1981-82 had been adopted by the Meuberehip. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That a budget of $101,005 for the fiscal year starting ,July 1,. 1981 be accepted. FEE FORMULA - JULY 1, 1981 to JUNE 30, 1982 The meetirig was advised that the outgoing Board of Directors had. voted to maintain the 1980-81 fee formula"or the fiscal year starting July 1, 1981. FMSI 04410 11inutes of the Board of Directors t!eeting -4- June 17-18, 1981 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the annual fee for the Active ~1embers for the fiscal year starting July 1, 1981 for Active 1.1embers and Regional Hembers with Active Hembers rights be a basic rate $1,1SO tttid $700 for each category in which engaged; for the individua~ regular Regional Member $1,450; for trade groups holding Regional Membership $2,4~0; and Licensees $550. ***** As the Directors wished to have additional input from the Membership on questions concerning organization of the Annual Ueeting and the election of Directors and Officers, it was suggested that the meeting recess. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To recess the meeting of the Board of Directors. Ueeting recessed at 5:30 PM, June 17, 1981 * * * * ~' l1r. Gordon A. Carrigan, acting as Chairman, reconvened the meeting of the Board of Directors at 10:10 A11, June 18, 1981. RATIFICATION OF ACTS OF OFFICERS Legal Counsel stated that since ARTICLE V, Section 2, Election and Terms of Office indicated that an individual could n9t serv~ as ~r.esident or Vice President if not a Member of the Board of Directors, that the Board of Directors might entertain a motion to ratify and affirm any actions taken heretofore on behalf of the Institute by a non-eligible Officer, provided those acts had,been done in good faith. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That all acts by and all acts done at the direction of any President or Vice President of the Institute who was not also at the same time a aember of the Board of Directors, shall be and hereby are ratified and affirmed, provided only that such acts or directions were doae in good faith. Ai'1ENDl-1ENT OF CONSTITUTION AND BY-LAt<lS Based on the Board's recommendation on election of new Hem.bers this subject was discussed at the Membership Meeting, and it was decided to revise the recommen- dations on requirements for election; In summary, it was recommended that election require the affirmative vote of two-thirds of the Members responding to a mail ballot within thirty days of the .~iling of the ba:!lots to 'the. Members. A similar two-thirds vote of those present was called for if the vote on application of a new member took place at a Meeting. ) FMSI 04411 -~linutes of the i?,oard of Directors Ueetin13 5- June 17-18, 1981 Upon motion duly made, seconded and unanimously passed~ .it vras: !.l.:SSOLVED~ That the ~Iembership be as!r.ed ~o ~allot on amendment of ART!CLJ: III, Section 2 of the. Constitution to reouire the affirmative vote of trro-thirds of the Iler'!bers castinP, ballots Hit'tiin- thirty days of the distd.bution of ballots, to elect a netT !~ember of the Institute. Leo;al Counsel Has asked to prepare the necessary ~-rordino: for the proposed amendment of the Constitution, and send it to the Office for preparation of ballots for the ~!eMbership. Based on the earlier election of Officers and the resolution on ratification of the Acts of Officers, it Has sug3ested that the Constitution and By-La~o~s be amended so that the President and Vice President could be elected as Officers, even if not members of the Board of Directors. This could enlarge participation in managing the affairs of the Institute. As this ~-tould require amendment of the Institute's Constitution and By-Laws, the question would have to be voted on by the full :rembership. Upon notion duly made, seconded and unanimously passecl, it was: RESOLVE::>: That the l'Iembership be asked to ballot on amendment of ~~TICLE V, Section 2 of the Constitution to permit the Board of Directors to elect a President and a Vice President from among the ?!embers of the Institute, regardless of ~1hether such member also serves as a member of the Board of Directors. LeBal Counsel was asked to prepare the necessary t.vording for the proposed amendment of the Constitution, and send it to the Institute Office for preparation of ballots for the Uembership. r:TSTITUTE LOGO A Director suggested that the name tags issued by the Institute could be of better quality. One suggested a plastic nameplate with professional printing. It to7as further suggested that the Institute consider a logo for imprinting on the nameplate. It Has noted that other trade associations such as ASIA, rmMA, AP]A and others have a logo. The Secretary advised that he had been asked concerning an ~1SI logo in the past, but that there had been no other movement in that area. Ur. Simon, Chairman of the Public Relations Committee, was asked to make suggestions concerning a logo for the Institute. Upon motion duly made, seconded and unanimously passed, it was~ RESOLVED; That Icr. Simon, Chairman of the Public ?.elations Committee, report to the Board of Directors tdth his recommendations on desie;n of a logo for the Friction !1aterials Standards Institute. FMSI 04412 .!inutes of the Board of Jirectors !Ieetir:.s Junr 17-18. 1931 .mETii!G ')F T:m B\JAY..D OF DIRECTO:lS The next meeting of the Ilbard of D:trectors is sc.lJeduled for the rree1~ of June 14, 192-2, at Saw";rass, in ?6nte Vedra. Beach, Ji'lorfda. If due to Committee action or other reasons an earlier Board ~feeting !'lust be called~ the Directors Hill decide on a location and date at ~hat .~ifle. i' There bein~ no other business brought to the attention of the Board of uirectors, Upon motion duly made, seconded and unanimously passed, it Has: RESOLVED; To adjourn Adjourned at '10~20 All, June 13, 1981. Secretary FMSI 04413 ' MINUl'ES OF MDTp!G .. j . of thC! BOARD or nxucro:as , .... '.'.~ at l Sawgrasa, Ponte Vedra Beach, Florida Q!!EC'roRS PRESENT Gordon A. Carrigaa-. Presiifent Robert E. Nelson, Vice Preaident Robert J. Anderson StuArt Comins F. 'ftlUam Barton __ Joha P;. G~lagher S. K. Wellman Corporation Abele -CC?~oratioa Friction Products Group Beadllt CorpOI'atiOD. . Automotive Aftermarket Certified Brakes Lear-Siegler Company P.;.T.Brake tiniag Co~any . Baddway ~ufactun_ng ..Company Tbtokol Corponticm ,. Friction Div.ision . OTHERS PRESENT Philip H. Grim, Jr. ,Committee Chairman Abex CorporatiOD friction Products Group James w. Armstrong, Coamdttee Chairman Bendix Corporation William Simon, Treasurer Braasb. .tos Manufacturing Company Robert P.. Gorman, _Counsel DUran'd Gorman, llehe-r, Iria.co -- & Lynu, Couose.Ue". a~ >Last Edward W. Drlslane, Secretary Friction ~1ateria18 Standaris Inatitute . , ... '., , , JuneMr. Carrigan, President, called the meeting to order u .8:30 AM, ' 15, 1982. MINUTES OF PREVIOUS MEETING Minutes of the Bo4ld of Directors- meetings of June 16'!"17, and June 11..J8, 1981 had be. ~stributed. A Director. tnovea that the. Secretary disp.Ue with the re~~~-~~~u. . Upon motion, dUly mact8, se~ded -and uR&rl.mously pused, it.- wui RESOLVED: That the minutes of the Board of Directors etinp of June 16-17,and June ,1718, 1981 be accepted as written. ,. FMSI 04414 :~-:-r::\ ~J ~ ., ' ,.-' .l';_ Minutes of the Board of Directoce Meetiac -2- ' , '< ' -~'t :.~ PRESIDENT'S REPOBr JUDe 15, 1982 Mr. Carrigan, President, presented his report. Refer to BXBIBIT 1. Mr. Carrigan his last nteortmedaathPartehsiids esnetr.viHcee baedgVaisnedan,_cF. t~hbantaahreyw1o9u8lc0l and not that aeek this would be another term. He noted some of the highlights of Committee reports, ad aclvised that the new consolidated catalog would not be ready for distribution until July 1982. Mr. Carrigan thanked the Officers, Directors and Committee Chairmen for their efforts on behalf of the Institute. Upon motion duly made, seconded and unanimously passed, it wu: RESOLVED: To accept the President's report as written .' ;'< ' ; l_. . .JfEMBERSHIP COOIITTEE REPOfi' j'- . Mr. Stuart Comins, Q\.t,~,of t:he Membership Committee, reported. Refer to EXHIBIT 2. ' I'>':' !.. - .~; Mr. Comins notedr"the re:l~tive stability of the Membership during 1981-82. Among the changes noted were the additions of Cougar Automotive, and Priccion, S. A. He advi~ed that Lasco was dropped as a Member and that Bo~ & B'eek de Mexico, S .A. was1 ~U.'nt <in pltyments of its annual fee. Mr. Comins noted that an appl!.catton had been received from the Brenier Company, Inc., a manufacturer of insulators, for Licensee Membership in the Institute v- ; ~- Upon motion duly made, seconded and unanimously passed, it was: '. ; .' ~ :~ :t RESOLVIP:. TO' aceeptuthe: nport of the Membership Committee as,wr:ltb.en. ' I . ., ' " .... ,. The Secr~~~ry adv:ls.ed that While. the Membership Committee had utlanimously recommeadec$ accept.aace,of. dle Brenier Company application, the Office had DOt~ r'4\Ceived alJ..:baU.btS baek from: the Directors at the tillle of the meeting. Upon motion duly made, seconded and Ullan:l.motisly passed, it Wall: .RESOLVED: To Accept, the application of BYenier ComPatlyt 'Ine.< ' ' for Licensee Membership in the Institute. .. . At this point, there was a discussion on the Members' naming of ,Delegatee to tbe.,tnstitute. A review of the Constituti'Otl and By-Law& showed that the only qualificat1on aeeded to.: be a Delegate wa8 that the per& oil sb named be" duly authorized" (by the Member naming him/her as Delegate) Therefore; presently a Member Company could name any coq>etent individual to serve as its Delegate... The,nlevant'.rul.es are those in the BY-LAWS, ARTICLE I, RULES, Section 1. Designation of Delegates. -: TBEASURER' S REPORT Mr. Simon, Treasurer, reported on financial activities during the 1981-82 fiscal year. Refer to EXHIBIT 3. Mr. Simon's report projected an excess of income over expenses of near $10,000 for 1981-82, based on a trial balance of accounts at April 30, 1982. 1118 report compared projected expense items to June 30 with t:he budgeted ft.gurea, FMSI 04415 Minutes of the Board of Director$ Meeting June 1s, 1982 and noted that while. th~rla were some st~ificant variations, actual expenses wtll. come out:q.u!t'; . cU&e .to budgeted expenses.- a a' ::... ~ ,; dUtYUpon moti_Oll' made, .seconded and unanimously .passed, ~t was: .. as,, ,r ., . .. 'BESOLVJ..;D:~: To accept the Treasurer's Report .. . -wri.tten... The Secretary advi~ed that Bo.,.-g.&.. Beck de'- Mexico, S.A. was delinquent in its a.llnuaLme~ralcl.p iE!e. payments .. He:,indicated that while Borg & Beck de Mexico, s~ A. had paid a pa'yment whiCh they indicated was for a ,1981-82 quarter, they actually had. not paid fo.r three quarters of their 19s0-81 fee. .He advised that : he had writt~ them sveral times, .and had d1scontinued all services to them early in 1982 Upon motion duly made, seconded and unanimously: passed, it was: RESOLVED: To. cU.scontinue the Regional MeitDerEJhip of Bo*g & ~ek .de MeXico; s.A.. for tts failure to pay the 4tinual :fee. INVESTMENT ADVISORY COMMITTEE REPORT Mr. Barton, Clu.li~ of .the I~tment. !1dvJ.sory .cotimd.ttee, presented this report. Refer to EXHIBIT 4. In summary, Mr. Barton prcij~ctd th~- investment balance ~o June 30, 1982 at over _$180,009 an incr~"e ~Qf ne~ly .$15,000 over. that at tile start of the year. Projections were. madefor. this year's investllleDt :inco, and for the 1982-83 fiscal y~ar. At the cotaclusion of the rfipo.rt,. Mr. Barton recommended that about 75% of Iqstitute funds be in u. S. Treasury or Agency obligations:, .~d ..that t~ !rem.tnder be in the Vanguard Money Marki!t T r u s t - F e d ' e r a l... ,.P o r t f ' o l i o . .f ' ,. A Yield .Analyj~~ _of I~iitute -IJJ;WSbaents 'in~ u. s. Go~~ Obligations was appended. .t_p the rep,ot:t whi~. ;~1;tdicated yields to i!laturi:ty iu excess . of 13% for an~ obligati~ maturing after thi:s coming fiscal year. It 'is anticipated that the yhlds on U_~;:S.o Goverame.nt Obligations will be in the 13 to 14%range over the .n~~ several mofttbs. Upon motiqn dt.ily macle, seconded.,~.s.:.ui unanimous'i~ ..;. ".' . passed~ it was: RESOLVED: To acce:Pt .the T~euurer's Report as wrttten. ----- . BUDGET,COMMITTEE REPORT . -:-.>.. . Mr. Drislane, Secretary, read this report for its Chatman, Mr. W. M. Sleeth, Please refer to EXHIBIT 5. The Chairman proposed an Expense Budget of $107,500, a 6-1/2% increase over the 1981-82 Expense Budget.. The pd,iu:ipa,l. items of increase were in Salary and wage related costs s'u$:h as pyroll<:1;alCi8.8':and -pension expense., A line by line comparison was shaw for :1981-82 Budget p~gure&,.witb the pJ'oposed 1982-83 figures. .,:, :;' FMSI 04416 Minutes of the Board of Dire~ore Meeting -4- JUlie 1St 1982 At this point, Mr Comins suggested that with th U1\certainU.es in the environmental fields as regards waste dis\)osal, asbestos CC)mpensation, and areas of regulation, that the Institute should budget for "contingency fees" in the environmental area. These could.be in the'form of ecmsultant costs, participation in lobbying areas for le.~islation support of other organizations that .would. assist theMerbers in either waste' dlspasal solutions or in petitioning the regulatory agencies. He suggested that the Institute provide for.sueh costs in the budset . It was noted that if such funcls were :not expensed in 1982-83~ this would increase the Institute's ex~ss o~:income over expenses agaiu~ where.this excess of income over expenses has been. the rule over the_ pllst sere:cal years. Counsel was M~E\d as to what .. the: Inter:nal Revenue Seri7iee .would consider an unreasonable .accumulation of surplus for a "Not-for-profit" association sucli as- the Institute, and advised that the general rule was that accumulated earnings not in excess .of three times the annual budget was a rough guideline for not arousing IRS concern. A Director suggested that consideratiOn of an int:rElased fee be discussed after presentat!lon of the report of :tl\e Fee Formula Conmiittee. Upon motion duly made, seconded and unanimoualy passed, it was: RESOLVED: . To accept the report of the 'Budget Committee as written. Mr. David Cunningham is Chairman of 'the Fee Fortnula Conunittee. Mr. Drislane read Mr. Cunningham's report. . Refeli to EXHIBIT 6 . Mr. Cunningham's report' ~balanced prclj:ected expenses from theBudget Committee report, and projected investment income from the report of the Investment Advisory Committee, and reco11BDended that the Fee Formula used in the past three years (1979-80, 1980-81, 198lc...82) be 'maintained for th'e 1982-83 fis-cal year. Based on the :Ejpenae .Budget 'arld the projected lnves'tment Inco.me, 1nCQ1118 in .exceSs of $6.~000 dver expenses was projected fo-r 1982-83. .. ..! ' The Directors resumed discuSsion of a contirtgency fee or special reserve for environmental affairs which had been postponed during review of the Budget Committee report. Questions were asked as to what specifically such a .reserve would be used for. A Director stated that the Institute should take a more active role in preventing its Members from being legislated out of bus:l.ness. Funds might be spent on gathering and distributing more information on landfills, on fees fr.;r '(n.:tsi:k ::on..;.:J.tn:.ts-corn.mon pro~).t>ms. such as regulatory problems with EPA and OSHA. One Director stated that such a reserve should not be used for individual problems of Members but should be for a common problem for most of the Members. It was suggested that we now have a common problem which is asbestos, and anything in the asbestos area is applicable. The President stated that some of the items of regulatory concern would be discussed later. at this meeting--specifically in the report of the Health and Environmental Affairs Committee--and decision on the Fee Formula should be tabled until after that report. FMS\ 04417 Minutes of the Board of Directors Meeting .. -s- ; ' June 15, 19.82 Upon motion duly made, seconqe.d :and tp.1,'1rrt~qusly passed, it was: RESOLVED: -Tq..~table deci-sion on:. ,the. ,Fee- Formula CoJIID!ittee report until. after all other . Committee reports had been present@.. Refer to final pages of. these minutes for a continuation of the.;Fee Formula Committee Report. ; PUBLIC RELATIONS OOMMITTEE REPORT - -~. Mr. SiJQOn, Chai.rtUJO of the Public,Re_lations Commit.tee, r~orted for this Cormnittee. Refer to EXHIBIT 11.. Mr. Simon repot:ted that the only press .release in 1981-82 was that on. the election of Officers at the June 1981 Meeting. This was released to the automotive trade press and appeared dn;several t:nule publications. An item of larger concern for the Commi.ttee was the '!l!ork .on an Institute logo. The Board; of: Di.re;ctors reviewed the .five logos that had ~ceived .the most .favor dur;Lng mai:l-balloting during tbe year .' These we~~- code~ as Logo Designs n. F, G, H and I. The Secretery advised .that these -logos were all preliminary, and any considered for final adoption would be prepared by a professional. artist. As there was no unanimity .expresseci-by. the Board, it was recommended that consideration of an Institute logo design be referred to the Membership at the June 16 sessi.on for its ,-ecO.mmenclations. Upon motion duly made, seconded and unanimously,pass~d, it was: RESOL\~D: To-accept the report of the Public Relations Committee as written. DATA BOOK AND TECHNICAL COMMITTEE REPORT Mr.,Phil Grim, Chairman of. the Dat~.Boak and Tecbnical.Commttte presented his Committee report. Ref~r to EXHIBIT!$., : .' -: ' :. Mr. Grim, reported on sev.etal:.area$ of. Committee aetion and concern;,. Al:tong these were the addition .of. off.-high'\iay coverage -in the .Dat:a Book; postpone- ment of any action on. a, .new Brake Block IdentificaJtj,on- Catalos -~til later in 1982, and specific questions that 'had :been .r~fetred t~ the-Commit'tee. .. Mr. Grim's rP.poJ:t e111Phasized the work done o-.1: COll$olidatiQll of the Brake Lining and Clutch. Facing i1;1fopnation in the l).utomot:ive. Data Book with the Brake Shoe information. in t;he Brake. Shoe Ident:lfic;ation C~alog.- The ,general style, layout anci: consolidation pattems were .worked on by ,the CQIIlmittee and at a meeting prior to the Committee meeting by Mr. G:=im, Mr. Drislane,,and Mr. Hudson of Abex. The rules forthe consolidation, general instructions and other considerations for the new ~talog were ~~orked o.ut: and put ilnto final form. These then formed the structure of the new catalog which was submitted to p.rinters for bid: in January 1982. 'i: FMSI 04418 Minutes of the Board of Directors Meeting -6- June 15, 1982 The Chairman had hoped to have copies of the new "1982 Automotive Data Book" on hand for the meeting, but actual typesetting of the catalog has been slow. The contract for the catalog had been awarded to Corley Printing Comparij. of St. Louis, who had prin~ed three earlier Institute Supplements, but who had never before printed a full catalog. That award, in retrospect, was probably faulty. While it might be assumed that a newly designed catalog, with considerably more pages than earlier catalogs~ would take ~ longer period to be prepared, this catalog is now running nearly two months late. Mr. Grim projected that the new catalog should be printed about July 1, 1982. On review of Mr. Grim's report it was noted that one paragraph was missing "rom the origin~ draft. This was Paragraph C - use of the deSignations "DA,. to designate air actuated disc brakes. , Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Data Book and Technical Committee as written. A Director noted that this catalog consolidation had been discussed and targeted many years ago, and he felt a special vote of thanks be expressed to this Committee for its work on this consolidation. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: to express a special vote of thanks to the. Connnittee for its work on consolidation of ;.. the Institute catalogs. BRAKE PERFO~\NCE STUDY COMMITTEE FPORT Mr. Nelson, Chairman of the Brake Performance Study Committee, presented this report. Please refer to EXHIBIT 7. Mr. Nelson's report noted that activity in the brake regulation area affecting brake lining manufacturers had been limited. The main.Institute activity had been in the area of amending Vehicle Equipment Safety Commission Regulation V-3. The Institute had petitioned VESC for amendment of this regulation. and.had attended meetings and a bearing in the ~ashington area concerning this amendment. The specific problem had to do with intenced original equipment linings with reduced friction on the drum rears on the new front wheel drive cars. In order to get balance, friction levels had been dropped to a point where the original material might not conform to Regulation V-3 as now written--particularly for the Normal Friction coefficient. The VESC Committee has proposed modifying V-3.per the Institute recommendations, and final vote on such a change will come at a full meeting of the VESC later this Summer. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Brake Performance Study Committee as written. FMSI 04419 Minutes ().fc the Board, ,..f Directors Meeting -7- June 15, 1982 ~ ', 1 .:. .: l; ,l ... .HE.A,Ll'H AND :ENVIRON$NTAL AFFAIRS OJMMITTEE REPORT ,.,:.. .. . .-~' ( .. Mr. Armstrong, :Chai~n. of the Healtth and Environmental Aff8irs Committee; presented thi~J, rep()rt. Refer to EXHIBIT 9 . ... . Mr. Armstrong noted l;lctiPllS taken by the Committee and the Institute Office since ear.lieJ;rmeet;~gs. ij_e. nq.ted in particular that concern was rising relative l:9n.l+t;l,_gat;i.qn~.;f.n the asbestos area; and proposals for F~!!deral Legislatiotl.- ~~ -t;he :C~~~s~tion area~ Based on this concern, the Committee met with representatives of the Asbestos Compensation Coalition relative to its activities, and recommended that a representative of this Coalition address: t;~El! full. Memberahip at this I1eeting. .. . . ' He also ~Qted-:th~; ~~nce-m ritll_,l.dfill,~nd waste disposs.l requir-ntis. At its meetins, t;his, Co-~t~~, aslta~ that the. Board- of Directors approve S" request to th~, F~er~ -~A-.. on.: appt:ov~d landfills for friction materials waste, and,askEl!d:~ll~t ..~hfa.BO~F.d.sq.ggest the. means. for-mak.ing.sudt a request. Mr. Armst;rqrig,:rev;l,~ed sevel'Q.,l..-.-gtPleral OSHA and EPA: ~c~ivities in areas of: concern.. ~o :J,rtct;~~ lllateri~is-.manpf~turera..and noted that the Institute had. written NIOSH for either a final report or a atatus of the NIOSH.contraet for "Health Hazards in Brake Lining Repair and Maintenance Workers Occupa- tionally ~xpose4;t~L~gestos.". ' .~ ~. , . , . ~ ,: ,. I ~ \ t ' In dis'c~si()n of this report, the Chairman nqted that New York State ~ow requires the Haterial Safety Data Sheet (MSDS) for mateJ;i~ identification and com. mU ...nication purposes; .. In : .J''. respqnse to. a q~tion as to wh~ ~s the "geqerator" of ha~ardous WS$te, Mr. Armstrong.natea that it is . t;he.11181.lufacture~ who "generates" the waste. Laws apply to all hazardous waste, and while asbestos is not now regulated under the Resource Conservation and Recovery Act {RCRA) it is regulated under the ~atibnal E11lissi~Standards-forl{qardous Air Pollutan~s (NESHAPS). As asbestds_ is.' inert, :--:tt .is p~obably -not the real problem in waste sites. ';\ , '; ' I A Direc~.or .as,keci ~q$t the Board of Directors could do in the environmental area to bett.~r support i~.s lf~~rs. It w~ suggested that pooling of in- formation t~ assi~t.in ,4efending .ag~ll.t litigation from exposure to :frtctiop materia~ -~~t 'could. be an.area.-Qt: assistance. It was noted that the As-best~ os Infon;aai:::l,on As.s:ociat,ian.,(AIA) .had p~oled information of this type tn its general library. Counsel noted that information on litigation in this area was available to Attorneys and others through subscription services. One Director suggested .tha-t th~ best information was tnat of a medical nature which c~d tie in or not tie in ~pecific disease areas (lung .cancer.,. as.. bestosis~ mesothelio~a) to exposur-.. to.; asbestos in the brake repair area. It was stated .that the~ were ab,o.ut 200 .lawsuits currently being litigated in the brak~ repair area (compaJ!~d ..t.o well over 20,000 asbee:tos suits in all). It was noted that if information along. the lines of specific health effects among brake repair workers was gathered, it would be accessible by others and could not be held for Members only. FMSI 04420 Minutes of the Board of Directors Meeting -8- Jurie 15, 1982 jt In this <ijScussion, the "manifestation" and"_exposure" theories of liability were discilssed. The manifes~.ation theory held that the insurance carrier at the. time the disease was known should be held liable, while the exposure theory contended that the carrier insuring the manufacturer when the worker was exposed should be held liable. The long latency of disease from asbestos exposure would lend support to the exposure theory. This is an area of-increased concern amang insurance carriers and the insured parties. Current practice is to name as many defendants as possi.ble and to ;.rork one party against the other {insurance carrier versus insurance carrier,.manufacturer against insurance carrie~, and manufacturer versus m<mufacturer). It was noted that any experienced Counsel involved in asbestos lidgation or in litigation in the brake repair area, could gather results and decisions in this area by refet:eilce to normal legal publteations availabl~ in these areas . There would be no proTHem in gathering speCific information in the brake lining litigation area. It WaS noted that the vast majority of asbestos lawsuits do not involve brake lining,: and those that do pri.. marily concern the brake repair shops. Mr. Ai'mstrong noted that Mr. Pullen of the Asbestos Compensation Coalition would addresssome of these matters in his presentation to the Membership. A Director suggested consideration of the Committee's recommendatioas in the landfill or waste disposal area. Should the Institute start a dialog with Federal and/or State Regulatoty. authorities to develop information on approved r.raste disposal sites? Where does a manufacturer now dispose of friction materials waste? It was suggested that the Institute statt asking questions gn the Federal level. A Member stated that existing landfill availabili~ was not now a problem. The problem was that wfien theae iand.:.. fills are .filled, where can friction materials manufacturers dispose of their waste? . The landfill problem largely is a timing problem. As present landfills are filling up; the problem will be two or three years down the road when these sites are filled. It was suggested that the Institute initiate a dialog with the Federal EPA to seek landfill sites. for friction materials waste. It was stated that there is a question ofFederal or St-ate control of landfills, and that the Institute should be seeking information on currently available sites for hazardous waste disposal within particular states. It was restated that the question is not where the s-ites are now, but where will they be in two or three years. It was suggested that the Committee draft a letter for Members to send to their suppliers which would provide guidelines on seeking or establish- ing landfill sites for their materials. The Directors asked that the Committee prepare such a letter. Further, it was suggested that Ot:heT associations be contacted to get baCkground on otherindustries and their problems and solutions for waste dispoeal. FMSI 04421 Minutes of Board of Directors Meeting -9- June is, 1982 In addition, Legal Counsel was asked tq write the Sta.tes involved for information on availability of landfill sites for disposal of. r~ction materia:ls 'waste. He was also asked to contact the Federl,ll Regulatory authorities for information of a similar nature. It was asked if the Inst:l,tute ah.ould take an ac.tive roll in support of a Federal ComPensation Act for workers exposed to ~bestos. Should the Institute t~e in with either .the Asbe~tos Information As::;ocinticn or the Asbestos Compensation Coalition in dieect support of their objectivE:s? Should thes~ organizations be supported individually or should they be supported by the Institute? It was suggested that any activities relating to asbestos compensation be deferred until after the presentation by the ofAsbestos Compensation Coalition to the ~mbership. After that presentation, the newly elected Board Directors could take action they feel appropriate as regards the Asbestos Compensation Coalition. Upon .motion dUly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Health and F;nvironmental Affairs Cominittee as written. Upon further discussion, it was noted ~hat this Committee had made significant efforts on behalf of the Institute over the past year. Upon motion duly made, seconded an~ unanimously passed, it was: RESOLVED: To express a special vote of thanks ..to 'tl:ie Committee for its efforts in the health and envir()nmental areas on behalf of th~ Institute . ANNUAh MEETING cOMMiTTEE. REPORT Mr. John M. Moore is Chairman of the Annual Meeting Committee. Mr. Drislane delivered Mr, Moore's report. Refer to ~XHIBIT 13. ofIn summary~ Mr . Moore recommended that the Institute return to S~grass in 19S3, in C()lltinuance of the Institute's policy attending the same site for two years if the fi~st year .is satisfactorY For 1984, Mr. Moore recommended LaCosta, in Carls~ad,. California . iQ. the San Diego area. As back-ups, his Committee reco~nded Sandpiper Bay anc:i Grenelefe, both in Florida. A Director stated that one. major difficulty ~..rith Sawgrass and that type resort was that the Melilbership was spread out all over the development, and a "one front door" arrangement like the Homestead is preferable to this villa/ condominium arrangement. It was stated that LaCosta was that type arrangement. It was :reconmended that if the Institute returns to Sawgrass in 1983 that it attempt to get the villas together. It was suggested that if this report were to be accepted as written, the Institute would amend this to add: (1) Sawgrass would be asked to reserve villas closer together 'for the Institute's 1983 meeting: (2) Alte:rnate sites in .Florida--Sandpiper Bay and Grenelefe-- be rejected. . FMSI 04422 Minutes of the Board of Directors Meeting -10- The Secreh.cy was as'ked t;o mak-e.~ pho~~. ~all after this Meeting to determitte if LaCoste 'Would .have. space available f~r:-thernstitute in June 1984. (Mr~ Moore sub'sequently called LaCosta and it -w~ confirmed that sp~ce was avail_;, able for. the Institute in June 19a4): Upon liiOtion duly made, .secon~d an,d 'l&nimo~ly passed, i t was: RESOLVE~: To .aecept the' .report of the Annual' Meeting C-ttee as written, with the a,n.endments noted' above~ : HIST<m.ICAL SALES 'REPORTING , ( . .' j The Secretacy reportedon the Historical Sales Program for the calendar year 1981. Refer to EXHIBIT 12. His report noted tlie''participa~ion during calendar year 1981. The Secretacy advised that because of some "in-and-out" 'partidpad.on~ the p~gram had been criticized by a: few Members. One Member noted constructively that the reports for the fourth quarter cont~ned about 40% of' the sales for all clas~es for the full year. As a result, the Accountants were asked to re- view the results, which they did. They noted that five respondents who had not reported earlier bad reported at year-end for the last quarter; otberwige that quarter would have shown the more nearly expected 25% of sales for the year. One l1ember; nonetheless, indicated that it would withdraw from the program if all participants dis riot participate for each quarter. Sugg.:st- ions were made for withholding_the assembled information from respondents who did not respond each quarter. The Directors considered the criticism and felt the historical sales program was .Jorth continuing in its .present form, and that those interpreting the data-,must take into account the patterns of participation and allCM for it. The P::r;ogram will be continued:on a quarterly basis. without change. Upon motion duly made,. seconded and unanimously passed, it was: .,~ . "" RESOLVED: . To .accept the r.eport on Histo:n.'cal Sales Reporting as wd.tten. INSTituTE PENSION PROGRAMs Ur. Drislane and Mr. Simon serve aa Trustees of the Pension Trust for ben- efit of Ha.~riet G. Duschek. They also served as Trustees of the recently 'terminated Institute Pension Trust. Mr. Drislane' reported on these plans. Refer to EXHIBIT.iO. an.dThis report noted that the Institut.e'~ Pension Plan had been terminated as of its. November 1, 1980 anniversaey ~ate, that termination had been approved by the regulatocy authorities--Internal Revenue Ser:vtce and the PenSion Benefit Guaranty Corporation... All assets of the Trust. were dis- trtbuted to the beneficiaries' after approval by 'the regulators~ .. ; ~ fMS\ 04423 Hinutes of the Board of Directdrs lie,~ting -11- Jfuie T5~ 1982 ~-- After termination of the plan, the Institute ado?ted a Simplified Employee Pension Plan {f;:::!:P) using an IRA arranger:1ent where the Institute contributes 15~( of eligible emnloyee SB.lar.ies to a separate IR.~. fot: ~.rhich the Institute no lonrer has mountains. of paper ~"ork. This report arlv:f.sed of the financial status of the Trust for benefit of ~liss Duschelx, from ~.rhich !'tiss Duschek is paid "$550 per month. As of December 31, 1981, the trust balance ~ras healthy '1ith only $2,500 of the ori~inal Principal o'f $55, OQO being invaded. All other payments for the 19f0 and 19~1 calendar years ~'lere paid from income. ~rr. Drislane advised of difficulties a:risin1": froM lliss Duschel!: 1s fatlure to cash checks. In one case three checl:s (January, Februacy, ~!.arch) ~Yere- not cashed until April, and as of thic: Heeting there r.ras still one April check outstanding., The Directors recomr.1ended a direct deposit arrangement ~dth a 0ank or r~i~s nusc..l'tek Is choosing. The Trustee was directed to ~ave Lepal Counsel review and approve the t-Tordinf:t of any such direct deposit ap;reement. Upon motion duly made, seconded and unanir,,ously passed~ it ~ras: ru::::CLVED: To accept the report rendered by the Trustees on the Institutevs Pension Plans. CRZDIT :lZPOR'l'Ii:K', SE".V!C~ '.1r. Comins asked that this subject be nacl.e an agenda item at this board !~eet ing. In setting this for the agenda, '!r. Comins stated that he felt the Institute should set tJp sol'\e sort of credit reportinr, service siMilar to that provided !iel"bers of ?1\HA. 1.-'tr. Cor.:!ins stated that since Institut~ Eembers are sell in~ to the same type customers, they may have kn(,rledge on an account being unsatisfactory that would affect another Institute !"~eMber. A Director asked what toJas the practice l1hen a credit a.pfllication Nas received from a net-T custonlf>.r. Some-t>rould get a Dun[, Bradstreet. llthers would check the credit references on the applicant vs forrn.. Some tJould call other companies, which in many cases t>tould be another It.:enber. It \.Tas surrgested there could be problems Hith a central reporting system if a -crerlit applicant was denied credit be- cause of a report. In response to questions, Cou!'lsel indicated that any party could sue, and that a party might have r,oo~ grounds for such a sult if mis takenly denied credit due to false infortuation in a central report, and if the false information resulted from ne~li~ence on the part of the Institute in compiling the report, provided that damages tesulted and were proved. A suggestion was trtacl.e that the Heni'.:Jers could individually list those at their firm to whom credit inquiries could be directed. It was stated that a list of those to 'Je contacted on credit inquiries, alonr; r-rith the telephone numbers,would be helpful to l1et~.ber credit departments. It was stated that the concept of listing those at l1ember firms ~ho should "l:>e contacted for credH information should be worthwhile, and that the subj.ect be placed on the agenda for the neetine of the ~!embership scheduled for June 16, 1982. The Hembership would be asl'ed for its comments and recommendations. Before proceedinp, ~dtl; this plan, Lep,al Counsel will be asked to revievr the plan and approve it before it is placed in operation. FMSI 04424 Minutes of the Board of Directors Meeting -12- June 15, 1982 ; FEE FOIU'lULA COMMITTEE REPORT (PART 2) The report by the Fee Formula Committee had been read earlier at this Meeting. The subject hadbeen tabled pending certain subsequent reports, and particularly that of the Health and Environmental Affairs Committee Chairman. Mr. Comins proposed that the fees be increased to fund contingent expenses such as those for consulting in the health and environmental areas. Of particular concern would be assistance in the waste disposal areas. This increased fee formula would be established to intentionally provide a Reserve to deal with industry's problems it'l the asbestos, health and environmental areas, including, but not limited to areas of waste. disposal. Art increase in the basic fee for Active Members from $1,150 to $1,300 was recommended, with no additional increase in the category assessment. Fee increases of similar amounts were suggested for other clasf!if:! rati un;, an~ 1:ht:o follo':'liur; :t0eB were suggested for 1982-83: Active M~~rs and Regional Members with Active Member rights Basic Fee: $1,300 (Was $1,150) Category Charge: $700 (No Change) Regional Members (Individual Regionals without Active Member rights ) Fee: $1,600 (Was $1,450) Regional Members (Associations) Fee: $2.600 (Was $2,400) Licensees. Fee: $600 (Was $550) Upon moti~ d~ly~made, seconded and passed t~th six Directors in favor and one opposed, it was: . RESOLVED: To adopt the following fae formula for 1982-83: Active Members and Regionals with Active Member rights: Basic Fee $1,300; Category Fee $700; Regional Member (Regular): Fee $1,600; R~g:Lonal Member (Association): Fee $2,600; Licensee: Fee: $600. ***** There being no additional business brought to the attention of the Board of Directors, upon motion duly made, seconded and unanimously pass~d, it was: : RESOLVED: To adjourn Adjourned at 12:25PM E. w. Drislane Secretary FMSI 04425 . .. 'FRICTIO!'l NATERIALS STANDARDS INSTITUTE, INC., E-210 ROUTE 4, PARA.?1US, N.J. 07652 MINUTES OF ~EETI~G OF THE BOARD. OF DIRECTORS Tuesday and Hednesd,ay June 16-17, 19~1 at The Homestead, Hot Sprines, Virginia DIRECTORS PRESEHT Robert E. Nels~>n Francis E. aessiet; N"ilfiam.Sirnon_, Treasurer Stuart Comins F. Hilliam Barton John P. Gallagher OTHERS PRESE!lT F : Abex Corporation Friction Prod~ts Group . Bendix Corpor&,t_f.on Automotive Aftermarket Operations Brassbestos rfanufact1,1rin~ Corporatio~ P. T. Brake Lin"inR_Company, Inc. 1=!-edda,.,ay UanufactuX'ing Company, Inc. . Thiokol Chemical Corporation . ~. i " Gordon A. Carrigan, President Robert P. Goman, ~()un~;~el , Bdward W. Drislane, Secretary James H. Amstrong, Committee Chairman Philip H. Grim, Committee Chairman Robert Join, Guest S. K. l1ellman Corporation Durand, Gorman, Heher, Imbriaco & Lynes, Coun~ellors at Law Friction Materials Standards Institute Bendix Corporation Abex Corporation Friction Products Group Federation of European :tanufacturers of Friction Y:latedals (FEt1FM) * * * * * ,.. ... Mr. Carri~an, acting as Chaiman,.calle~ the meeting.to order at 8:30,~1, June 16, 1981. '1IlWTES OF PREVIOUS HERTING Minutes for the Board of Directors meetings of June 24, 1980 and June 25, 1980 had been distributed. A Directo.r suggestec;l th~t the Secr~tary dispense with the reading of the minutes Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the minutes of the .3oard of Directors meetinRs of June 24 and June 25,, '1980 be accepted as written. PRES.IDENT 'S REPORT Ur. Carrigan, President, read his report. Refer to EXHIBIT 1. He noted with sadness the loss of Mr. Joe Greenen who had served the industry and the Institute so ~-Tell. !!r. Carrigan mentioned some of the hiehlights of Committee FMSI 04426 Minutes of the Board of Dit:ectors Ueeting -2- June 16-17, 1981 activity, finances and accomplishments of the Institut' e over the past year. Upon motion duly made, seconded arid unanimously passed, it was: RESOLVED; To accept the President's ?.eport as written. !1mmERSHIP C0!1!'1ITTEE REPORT Mr. Comins, Chairman of the rie1nbership Committe~, read his Co'l"lJJlittee' s report. Refer to EXPIBIT 2. In summary the report noted that Active Uembers increased from 20 to 21. Regional !!embers increased from 20 to 21. Licensees increased from 12 to 14. Questions were raised about some Canadian manufacturers and Uembership in the Institute. The Secretary advised that Hemispheres Manufacturing and Canadian Distex, both of Canada, were Regional Members paying Active Members dues .fo~ marketing products usinp, PHS! copyrights and trademarks in the United States. The Secretary had contaete'd r'rr.Bill Bartel at Canparts, and they have now discontinued use of the') Instit'!lte 's numbers in marketing their products. The Secretary advised tha't\le.had i-eceived an application for Regionl,ll Membership froril Cou~ar Automotive l~ ~!'ontreal, but that the application tv-as not complete and had been returned. U'' this application is completed properly, .it "~r1ill ' be submitted to the ~ferobershfp Co~tte~ for review. This Couga~ application had been returned to the applicant 'only'a few days before the meeting, and information on this application ''7as not included in the Chairman 1s report. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the ~tembership Conunittee as wi:ttten. l1r. William Simon,-Treasurer p~esented this report. Refer to ~!BIT 3. Mr. Simon's report indicated that the Institute would have an excess of income over expenses of about $18,700. His report analyzed the variances accounting for this excess, which variances were related to: (1) Income projections for 1980-81 indicated a $6,500 surplus; (2) Unbudgeted net from catalog sales of $2,000; (3) Salaries under budget by ovet''$4,000: (4) Unbudgeted fee income of about $5,000 from new members. An income statement, a balance sheet, and a summary of the past eight years, projected for 1980-81, and an estil'la,te for 1981-82 were presented. Upon motion duly made, seconded and 'unanimou9ly pa~sed, it was: RESOLVED: To accept the Treasurer's Report as written. The Secretary advised that Dur-Bloc, S.A. ,of Lima, Peru,. a Regional Member of the Institute, had not 'paid any fee installment for the 1980-8.1 fiscal year. He advised that he had written Dur-Bloc:, S.A., concerning the fee but had not received an answer. In his last letter, he advised that Dur-Bloc's failure to pay the fee would be discussed at the June Board of Directors meeting, and that he would recommend that the Dur-Bloc membership be terminated. FMSI 04427 :-anutes of the Board of Directors Heeting -3- JUne 16-17, 1981 Upon motion duly made, seconded and-unanimously passed, it was: RESOLVED: That Dur-Bloc, S.A:'s Rep,iona_l, r;Iembership in the Institute be terminated. INVESTJ:1F.I~T ADVISORY Cffi1t1ITTEE Mr. F. t-1 . Barton, -Chairman of the. Investment Advisory Committee;', presented this report. Refer to EXHIBIT 4. The Chairman reporte<;l tha;~ Institute funds were now invested primarily in U. S. Treasury obligations, with two remaining time dc;!posits maturing in the 198182 fiscal year. ';rhese investments ~ere made ln lin;! ~ith the then Chairman's recommendations which were endorsed by the Bd'ard of Directors in 1978. Investment income. for 19S0-81 was projected at about S14,000 based on data available at Hay. 1, 1981. A Director suggested that .!~creased i~come ~vas available 'from investment in money market funds. 'l'he .Director suggested that returns in the r7% range "~orere available from certain funds. The Secretary advised that the Institute's Treasu;.y obligations which had .basic interest rates in the 9-1/2% ran~~ were actually paying more than the face amount, when the discount at pur~ase and the yield to maturities were considered. He pointed out that if held to maturity, these securities "t-TOuld add about $2,000 in. ~982-83_ and about $5,000 in 1983-84, not counting interest. The true yield is that listed in 'the Vall Street Journal or the New YorH; Times listings of 'J;reasury ob+igations, which currently is about 'IA~1/2i:. ,_ A !:lirector suggested a specific fund. The Secretary advised that the ~.ranguard Money Market Fund, which is now held by the Institute, is also paying in the 111; area at present. It was sugge~ted the Institute increase its investment in the money market fund as 1981-82 time deposits mature. The Secretary asked for snecific recommendations on.investment, as special Board meetjngs or ballots are too time consuming if ma1:ket rates change. Upon motion duly made, seconded and unanimously passed, 1 t ro~as: RESOLVED: I. To invest the proceeds of time deposits scheduled to mature in 1981-82 in the Vanguard ~oney Market Fund, and to maintain approximately 1/3 o~ the Institute's investment portfolio in the money market fund assuming income therefrom of 12% or more, which funds will be invested in Treasury obligations if the money market fund return falls to less th_an 12% for 60 days or .more. ' ': Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Investment Advisory c'ommittee .is ,.rd.tte~. ..} ' FMSI 04428 ltlnutes of the Board of Directors Ueeting -4- June 16-17, 1981 BUDGET COl1r1ITTEE Mr. iJ. M. Sleeth, Chairman, prepared this report. Refer to EXHIBIT 5. The Secretary read Hr. Sleeth's report. The Chairman's report recommended an expense bud~et of $101,005, an approximate 5-1/2% increase over the 1980-81 budget. Major items of increase in the budget were rent ($1,000), Pension Expense ($3,400) and Meeting Expense ($1,100). There was one significant reduction in l!iscellanous Exp_ense, which was explained in the report. A Director asked about the catalog overrun which was mentioned 'in the Committee report. The Secretary advised that the printer is allowed a certain per cent over~ and that this overrun is usually sold to the Members after the original shipments are made to the. Hembers. In one year this was significant, but in most years the overrun is sold without loss to the_ Institute. A Director suggested that to avoid any Institute costs for the overrun, that overruns be distributed to the Hemberrs at the time original shipments are made. These overruns could .b.e allocated to the Members in proportion to the size of the individual orders. The Secretary stated that some overrun was needed for new MemberEJ, ,and in some cases for Hembers who need addi tiona! catalogs after the o:dgina~ pt;inting. The suggestion i"aS modified to allocate overruns to Uembers if necessary. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That printer overruns of Institute catalogs be shipped and charged to Members in proportion to order quantities, if deemed necessary by the Institute ' Upon motion Quly made, seconded and unanimously passed, it was: RESOLVED: To approve the expense budget as submitted by the Budget Committee for the 1981-82 fiscal year. Upon motion duly made, s~conded and unanimously passed, it was: RESOLVED: To accept the report of the Budget Committee as written. FEE FORMULA COMHITTEE Hr. David Cunningham, Chairman of the Fee Formula Connnittee, prepared this report. Refer to EXHIBIT 6. The Secretary read Mr. Cunningham's report. The report indicated that there would be 21 Active Members in 1981-82, with 37 categories. In addition, there 'Jould l;>e eight Regional Members ldth rights of Active Members reporting 10 categories. In addition, there would be 11 regular Regional Members, two trade association Regional Members, and 14 Licensees. Using the same fee formula as used in 1980-81, these totals would generate $94,700 in fee income in 1981-82. ) FMSI 04429 Minutes of the Board of Directors Meeting .J -5- Jtme 16-17, 19,81 ' Upon motion duly made, secondedand Unanimously pass~ds te~as: RESOLVED~ To maintain the 1980-81 fee formula for the 1981-82. fiscal year. Active Hembet Basic Fee $1,150; Category $700 Regional Hemb&r ~>Tith Active Ueooer rights -same fee as Active Hen!l'iet" Reeional Uember (RegUlar) - $1,450 Regional Uember (AssoCiation) - $2, 400 Lic'ensee - $550 Upon motion duly made, .seconded and unanimously passed, it was: . ; , RESOLVED: To accept the Fee Formula Committee Report as.~.rritten: ; PUBLIC RELATIONS COllt-tiTTEB t ., . .:- Mr. Simon, Chairman of the Public Relations Committee, prepared this report. See EXHIBIT 11 -,' Mr. Simon highlighted the Instituters public relations activities of the. past year, as well as ;noting that while the Institute had requested ~Members to send in copies Of any releases they saw in the trade prE!ss 9 there had been little or nd input from the lie'mbership. After considerllble discussion on the merits of 'the -Chairman's l.'eport, arl.d Upon motion duly ma:de. seconded andunanimously passed, 1t.was: RESOLVED: To accept the report of the Public Relations Committee as lotritten. . DATA BOOK AND TECHNICAL CO~!MITTEE Mr. Phil Grim, Chainnan of the Data Book and Technical Committee, delivered this report. Refer to EXHIBIT 8. Mr. Grim's report covered items that had been resolved by the Committee during two meetings and with mail ballots during the year. Among the items resolved were questions on drilling changes in disc~. brake- shoes, listing of the combined lining-shoe assembly number, the term. ''Mixed attachment" when applied to disc brake'packages including an integrally molded lining at one position with a riveted or bonded lining at the other, imported car coverage, brake shoe definitions, semi-metallic disc brake lining listings, and off-highway block numbering. The most significant recommendation of the committee had to do with the restructuring of the Institute's catalogs. Hr. Grim described the alternatives which the Committee considered such as light duty versus heavy duty catalogs, passenger car versus truck catalogs, etc. The Committee, after considerable debate had resolved as follows: aThat the Institute's "AutomOtive Data Book" and "Brake Shoe Identification Catalog" be combined into one catalog listing the full designation and all available shoe information in the alphabetical section, with lining and shoe numberical information and shoe illustrations after the alphabetical section." FMSI 04430 Minutes of the Board of Directors Meeting -6- June 16-17, 1981 Mr. Grim suggested a ti~:Le for the tietl bobk alotig with several reeson.s for making this recommendation. At the conclusion of th~ presehtation by Mr. Grim, the Secretary ~dvised that he had misgivings on the combined catalog approaeh, and had discussed this with Mr. Grim before the lile_edttg. The Secretary then suggested a ~ans of giving the Members the advantages of the combined catalog approach, but contitiuitig with two catalogs. J!is rectonmtendation was to continue an "Automotive Data Book.'1 giving full lin~ng snd shoe :tnfotmation in the alphabetical section, ~d following this wH:h the nQinertcal brake lining, alphabetical clutch facing, and numerical clutch facing now contained in the red boo~ This would be supplemented with a "Brake Shoe Identification Catalog11 which would contain shoe numeric section and :illustrations section only. The alphabetical section would be dropped in the shoe catalog. The Secretary claimed there would be several advantages in this -approach, among which was the concept that the Member could purchase only that information which he wanted, and could either 1?U1'chase _the sho'e.'illustrattons without the full data book, or purchase the fuil data book 'without the shoe illustrations. Another reason for his recommendations, was that he could better ~ep two - _ printers interested in bidding on the Institute's catalogs with a catalog and a supplenent each year. At this point, a Director questioned this reason for two catalogs, with e111phasis on. getting additional printers to b:l:d. It was po.inted out that:a major reason for some printers not bidding on _Institute catalogs was the multiple billing of the Members. Under t'b,e existing c~ta.log -.: contracts, the printer mW!t ship to many.locatians anq b:Ul and collect; f:rom., as many as twenty different Members. Because of this billing and collection procedure, several printers have refused to bid on the Institute catalogs. After considerable discussion, the Secretary was. directec:l to secure catalog bids from additional printers: (1) Secure bids from Hallace Press and one other printer for the catalog with the printer to bill and collect from the Institute only, and (2) Request bids from the two current printers with prices based on the current collection procedures and with alternate pricing based on collection from the Institute alone. Returning to the question on restructuring the catalogs, a Direetor asked about including the illustrations from the Brake Block Identification -Catalog aloo.g with the information suggested for the combined catalog. The Secretary read from the minutes of the Data Book and Technical Committee meeting on restruc- turing the catalogs, on that section dealing with the brake block illustrations. There had been considerable discussion at the Committee meeting on this subject, and it had been recommended that the block illustrations not be tncludeq .in the combined catal0g. After additional discuSSion on. the merits of the combined catalog, Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Institute ~ould combine .the content of the "Automotive. Data Book!' aild. the "Brake Shoe Identification Catalog" in 1982, in line with the recommendations of the Data Book and Technical Committee. FMSI 04431 - - i - -~-------.J:_ - - - --~- -~.1:-- -- - '!inutes of the 3oard of Directors Meetin: -7- June 1~-17, 1981 A Director asked what would happen if the '1embersbip objected to the combined catalog. It was sitated that the~question could be referred back to the Data Book and Technical Committee if there were vaild objections raised by the Hembership: At this point a Director asked if the work on combining the catalogs could be cotilpleted on time for the 1982 caulog printing. The Secretary indicated 'that he felt. it could be combined in time for the. 1982 printing, if the decision were made at this Jurie meeting and was not remanded to the Committee for further consideration. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To acce!)t the report of the Data Book and Technical Committee as written. BRAKE PERFORHANCE STUDY COMMITTEE Mr. R. E. Nelson. Chairman of theBrake Performance Study Committee, prepared this report. Refer to EXHIBIT 7. Hr. Nelson reported on the relatively lm-1 level of activity ti7ith the National Highway Traffic Safety Administration (NHTSA), and in summarizing stated that he did not expect too much in the ~-1ay of regulatory. initiatives on brake lining. over the next few years He noted recent activityrelating to the Vehicle Equipment Saf~ty Commission and its Regulation v....3, and in particular a planned. Institute petition on the friction requirements li7here low friction original equipment linings may be called for on rear drum brakes on the new front wheel drive models . !1r. Helson commented on tmat may be the. completion of a ne-u specif:tcation for the Defense Construction Supply Center. A question was asked on the several vehicle manufacturers" evaluation of non-asbestos linings, with emphasis on means for evaluating such materials. Hr. Nelson replied that the procedures for evaluation were not significantly different from those for testit;1g conventional asbestos-type friction lllaterials-preliminary s:ereening with a 'test machine, followed by :vehicle and full dynamometer testing. Essentially the testing is involved with newer brake systems, and is relatively independent of the type of materials. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the,Brake Performance Study Committee as written. HEALTH AliD ENVIRONMENTAL AFFAIRS COMUITTEE Mr. J. H. Armstrong, Chairman of the Health and EnVironmental Affairs Committee presented his committee report. ~efer to EXHIBIT 9. Mr. Armstrong addressed the items referred to the Committee at the 1980 Meetings. ' These had to do with the approaches to assist members who were having difficulties with health and environmental regulations. He covered steps the Institute had: taken to advise on the 'outside help that is available, and noted the series of information bulletins that were sent to the Membership on EPA matters, hazardous waste disposal, and the like. Ur. Armstrong then discussed the possible exchange of information on citations from regulatory authorities and the corrective action involved. A questionnaire had been sent to the Membership relating to questions in this area. FMSI 04432 Hinutes of the Board of Directors :1eeting -8- June 16-17, 1981 Hr. Armstrong then reviewed initiatives from the EPA's Office of Toxic Substances, and the comments the Institute sent the EPA as concerns EPA proposals on recordkeepinp, and reportinP, to that agency. His report, covered what appeared to be a new "spirit of cooperation" between EPA and indust'ry, and the nm-1 liaison between the EPA rulemalters and representatives from indus~ry. M.r A1111Strong's report concluded with comments on OSHA, and the indication that there is a temporary hold on asbestos regulations that could affect the friction materials industry. At the conclusion of his report, Mr. Armstrong addre$sed specifically the areas of concerrt that the Board of Directors referred to the Committee, and in particular regulatory difficulties that l1r. Lee Burgess had mentioned at the 1980 ~J.eetings. Hr. Armstrong, advised that he and the Secretary had written Mr. Burgess asking for specific input on the regulatory problems and inviting him to the meeting, but no reply was received on these requests for information. Further, Mr. Armstrong advised ..that only six replies had been received to the questionnaire sent the nembership on possible Institute committee work on training, citations from regulatory authorities and other possible areas of committee study. The questionnaire replies indicated a mixed reception to the idea of passing on information on citations. All replies indicated an interest in assistance. lY'ith training information. The committee, at its next meeting, will review the questionnaire replies. In the meanwhile, the individual replies to the questionnaire will be. discarded. In the discussion thatfollawed, the Chairman indicated that any actions from EPA's Office of Toxic Substances are,now on hold as far as asbestos. This EPA Office has singled out the friction materials industry for its initial efforts on asbestos control. ~lr. Armstrong suggested that we should take a positive approach, working with the regulators to develop a revised training program for both EPA and OSHA. It was suggested that the Institute cooperate with the EPA on developing training materials whi.ch are truthful., practical and helpful. A Director questioned whether the Institute might unnecessarily expose itself if it adopted a positive position' on training the asbestos products worker and brake repair worker. It was suggested the better course could be to cooperate with the regulatory authorities, but let them take the credit for developing any training programs. The Institute's positidn sqould be to assist wherever possible, and to help any training programs where it can agree with the materials in question. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED~ To accept the report of the.Health and Environmental Affairs Committee as written. The President expressed his thanks to the Chairman and the Committee for its work durine the past year. FEDERATIO~l OF EUROPEAN MANUFACTURERS OF FRICTION MATERIALS (FEMFM) Ur. Carrigan introduced ~r. Robert Join, Secretary of the Federati~n of European Manufacturers of Friction Materials (FEMFM), of Paris, France. Mr. Join was asked to briefly update the Board of Directors on activities in Europe. FMSI 04433 11inutes of the Board of Directors Heeting -9- June 16-17, 1981 Mr. Join indicated that there continue to be two main areas of concern in Europe: (1) The approval of replacement bralte linings for European vehicles where different from the original equipment linings, and (2) the asbestos health questions in the European- Economic Community. !~r. Join indicated that there are ten European. countries in the Community, but the Commission cannot pass laws It can only write d:lrectives , and then it is up to the member country to put th:;ls directive into effect. The Commission . recently drafted a directive on the ptotection of workers from exp~sure to . asbestos . Mr. Join indicated that this most recent _directive to7as-,m0st negative to asbestOS, and while this is a draft directive at this time, a statement was made therein to the effect that the truly safe approach would be to ban asbestos. As regards exposure to asbestos from friction materials this draft . directive recotnmended that asbestos use be stopped unless one could prove that the .. work environment was totally free from asbestos using electron microscopy. As electron microscopy could_. detect minute. amounts of very fine asbestos, th1-s.,is a most strict it:aterpretation of an a,sbe.stos.-free euvironrnent. It was stated that European countries are, o.f. course, permitte~ to promulgate laws and regulations more severe than those proposed by the Commission, ~d_this is now the case in Denmark. Ur. Carrigan thanked Mr. Join for his update on his review of activities of interest in Europe. ANNUAL MBETING C0!1MITTEE :'1r. J. M. Uoor:e, Chairman -of the Annual ~!eeting CoiJ)Illittee prepared this report. Refer to EXHIBIT 13 Hr. Hoore was invited to attend this session of the Board of Directors meetin& to present his report. Mr. Moote's report recommended resorts for the June 1982 ~eeting, in this order: (1) Sandpiper Bay, Port Lucie, . Florida, (2) Sawe-rass;, Pont;:e Vedra Beaeh, Florida, (3)Hyatt at Hilton Head, Hilton Head Island, South Carolina, and (4) The Doral. lUatrd, Florida. At the conclusion of his report,. Ur. l1oore stated that he had subs~quently visited Sawgrass and had personal knowledge of Sandpiper Bay. He indica~ed that Sandpiper Bay was filled, with several larger meetin~!i, and if; lo7as possible that the Institute could ])e lost in the shuffle, there. Heanwhile, he had visited Sawgrass, an.d now reconunended it as the Number; One location for June 1982. He indicated that Sawgrass was convenient: to the J~cksonv:l.lle Airport. the go1f ~as good, and that there ~re excellent condominiu~ type accomod~tions. He also stated that Sawgrass was partic1.1larly inter~l!ilted in groups such as the Institute, because they were geared to handle groups from 30 to 1()0 attendees. Upon further dis~ussion, the Directors. indicated interest in Sawgrase, and decided that the.week of June 14 would be preferred. There were no ltnown conflicts with that week. , Upon motion duly made, seconded and unanimously passed,. it,~as: RESOLVED: That the 1982 Hembership Meeting be held at :Sawgrass, Ponte. Vedra: Bel!lch, Florida-, during the week starting June 14, 1981. Upon motion duly made, seconded and unanimously passed, it was: FMSI 04434 Minutes of the Board of Directors Heedng -10- June 16-17, 1981 I'-.ESOLVll'....D~ To accept the re)lott of the Annual Heetin~ Connnittee as wl'ittetr; with the ehan~e of the meetin~ site to Sawgrass~ IHSTITUTE DEVEWPHEliT Cd!-l''!ITTEE The agenda listed a report for the !nstitot~ ne~lopment Committee for dis- cussion. 'the Secretary advised tl1at there would be no renort for this Committee ~Itt( J. L. Hellaw, Chairman, had resigl'led ftOl\1 iiuturn; Cornoration shortly befote the ~ieeting, and no report had beeri prepared. The onlv. aaLU.enment given the; Committee had been a revi~w of the Constitution;ancl':By..,taws,. ARTICLE !II, Section 4; EleCtion to nembership. This section rectuires the affirmative vote of three-fourths of the I1embed of the Institute to elect a ne~..r "'1erilber. The Se~retary had advised the Boarii of Dirl!ctors that because three or'.four ::tembe'rs. seldom return bS'llots whete manufaetu'rers apply fbr !1amljetship ~ tt is possible to have 15 affinnative ~ote$ and om!' or ttro negative>votes ,,:~qd hil to accept an otbenlise quaHfied 'applicant. He had sug!"ested thatthe' re"- quirernent be changed to two-thirds of the ~!embers' affirmative ballots' to elect a new l.iet!lber. The Secretary advised that in order to effect such a change, the Constitution ahd' ny.:.La,-rs ~o1oul8 have to be amended. This would require a two-thirds vote of the Active !!embers for amendment. The Directors considered this ~ange.: .. ~fte:r''d:f.scus~ion of the requirements, it ~o~as recommended that the requirement for election of a net.;- Heraber be by majority vote of the Uembers !Votinr; within thirty days of the mailing of. ballots to the IIembership. As this ebanP-e mus.t: be submitted<: to the iletnberslH.p this recommendation T.;-as not put in the form of a motion. This item is considered later in the minutes of the Board of Directors rneetin~ under the heading AC1EdDl1EllT OF TP..E CO".iiSTITU't!ON Al.ID BY-LA'TS; This was late-r submi'tted to- the' meeting of the. full ; ~Iembership for its consideration HISTORICAL SALES REPORTING Hr. Drislane reported on the Historical Sales R~portinp. proeram for the 1980.. calendar year. In this report he indicated that the !)rogram had been weakened by Carlisle's ~<~ithdrawal from the statistical reportinP: pror,ra:m. On another matter, the Secretar, advised that he had been eontacted by Johns-~1anville several times dudng the past year in an attempt to access the original data sent t6 the Accoimtantst~-, Johns-Hahville tTas not attempting to access data supplied by others, . tnit' ir~~ attempting to access the data they had submitted in the early 1970's. The' Secretary contacted the Accountants at that t1111e, and they advised that they had. discarden the oi'ip,lnal input data many years aso. The Accountin~ firm also advised that certain associations had asked 1 that they discard odEinal data after.S c~rtain period--three mOnths, si:~C months, etc.~-to insure the confidentiality ~f the input, and they suggested that N'e might do the same. A Director asked l~hy the data could not be discarded immediately after the comhined report was distributed. The Secretary advised that there had been questions raised about the input data after a report: had been rendered. In one case it had been found that a participant had not submitted cumulative data, and that re'{>ort t.talif subsequently amended. It could take up to six months to re-inspect the original data, and a discard period of up to six months should take care of any i)Ossible' error in reportinf! or amending the original data. FMSl 04435 Minutes of the Boar~ of Directors :1eeting -11- '}--' June 16-17, 1981 . "''I , Upon motiQn du_ly nia.de;-seconded and unanimously nassed, it ~1as! ' I : ?.ES0LVED . Tha.t, t;he Accountants be advised that the input data frClM t~1e ~feMbers to the historical sales pro~!am be discarded sixmont~s after the report is distributed to the '1embershi?. Cou..'lsel asked the...Secretary to .submit a draft of his letter to .the Accountants before mailing, Unon motion duly made, seconded and unanimously nassed, it was: 1\ESOLVEiJ: To accept the report of the 'listorical Sales ::'.eportin~ as ~.rritten. INSTITUT~ OFFICE COP!~ ,: The f>e<;retary submitted. to the Board of Directors an analysis of cost for ~1.1rchasinf.( a neH office CO!>ier to renlace the ~Cerox I) ll~ nm-r under a rental a['reement. The report recommended purchase of a Xerox 21'(')'1 for a total cost of anproximately $3,~il0. P!lile this l-rould project a savings' of: about $170 ai)nually, this.is based on1enreciation of the neH Machine over 5 years, anrl if it could. be assu1ned. the Machine has a life lon~er than ive;years, the 'savin'3s rould.. be substantial. There is also an element of improved cooy (luality and machine reliabilitv. Unon motion duly made, seconded and unanimously nasserl, it was~ :?..ES'JLVED: ~a-purchase a neu Xerox-2600 copier at total' cost of approximately $3,880,: ., * * * "" * Upon notion duly marle, eecontied and unanimously r>assed, it was: '?...ES0LVED ~ To recess the Board of Directors meet in.~. T'.ecessed at 12' 21) F-'1, June 16 1981 ***** :'r. Carrigan, President, reconvened the m.eetinp; of the Board of Directors at 5 , 0!) ::?~I on June 17 , 1'1 '3 1 , ~>tGluJIZ.t\TIIJLI 'JF AWJUAL HEETLlG Questions ,.,ere raised co'nc~rnin{3 the: Institute's reetinn:, and the rules on who was invited to attend. After.. di~cussion on the orvanization of the meet in::;, and ~iho uere re..,resentatives of the ~ember companies t.ro rrufdelines were adopted. :~em'Jers' spouses or ;-uests attendin~ the June 'feetin(> r.rill be invited to attend t~e "'.eception ordinarily held on the 'i'uesday night of the !'leeting. :tem'bers 1 snouses or ~uests are not invited to attend the reception and banauet for the ''e!Tl.bership which is ordinarily held on the ''ednesday ni<>ht of the meetin~. FMSI 04436 l"!inutes of the 3oard of Directors 7~eetin~ -12- June 16-17, 19~1 In definin8 the :1embers ~1ho are invited to attend the Pednesday night reception and banquet, this includes all 0fficers, Directors and Employees of rrember companies, regardless of sex. .It was :added that all members so defined are invited to all meeting functions, except the reception and dinner for Officers and Directors ~1hich is ordinarily held on the ~ionday night of the meeting. The Secretary ~.,as directed to add this information to the Heeting Announcement Form t.rhich is sent to the Hembership when solicitin!!: /reservations. The Directors asked that this subject be added to the agenda for the Hembersltin "leeting session scheduled for June 18, 1981. Ai'IE!.lm~~:IT OF COHSTITUTIOi! Ai:ID BY-LA\TS At the earlier meetin!! of the tetllbership (June 17, 1981) it ,.,as decided that the question of votes required for election of new :rembers "''ould oe reconsidered by the Board of Directors. Some :Iembers indicated dissatisfaction \'71th the simple majority vote of those castin~ their ballots tdthin thirty days of submission of the question to the ~1embership. Su""~estions were made that affirmative votes be required of a majority of the full Hembership, or two-thirds of those, responding. A su~gestion was made if a nember l~as to cast a ne~ative ballot, he would be required to state the reason for the nesative vote. It l-Tas sugpested that this might better be handled by makin~ ari initial announcement to the- 7fembership of receipt of an a:oplication, 'f.rith request that :1eMbers submit any positive or ne~ative information on the apJ,Jlicant by a certain date. After additional discussion, the Board of Directors favored adopting a policy of: (1) 0rir-inal notification of ap~lication. to the 7!embership with request for any positive or negative comments by the Ilembers, and (2) revision of the Constitution and By-Laws to require the affi~tive vote of two-thirds of the oallots cast within thirty days of the mailing of ballots to the ~~embership. This will again be submitted to the l1embership for their consideration as an BBenda iteM at the ~etihg scheduled for June 1R, 1981. I)THER BUSIHESS There being no other business brought to the attention of the Board of Directors, Upon motion duly made, seconded and unanimously passed, it was: ~~SOLVED: To adjourn Adjourned at 5:15 !':'1, June 18, 1981. E. u. Drislane Secretary FMSI 04437 '. FRICTIOJ i:IATERIALS STAIIDA..1IDS EISTITUTE, INC. , E-210 ROUTE 4, PAR.A1:1US, N, J. 07652 i:Il-!UTIJ:S OF HEETirlG OF THE BOARD OF DIRECTORS Wednesday, June 25, 1980 at 4:30 P.N. at The Homestead, Hot Springs, Virginia DIRECTORS PRESENT Robert E. ~elson Francis E. Hessier William Simon James L. i!ellow Stuart Comins F. William Barton John P. Gallagher Abex Corporation Friction Products Group Bendix Corporation Automotive Afterinarket Operations Brassbestos HanufacturingCorporation Nuturn Corporation P. T. Br&te Lining Company, Inc. Reddaway l1anufacturing Company, Inc. Thiokol Chemical Corporation OTHERS PRESENT Gordon A. Carrigan, President Robert P. Gorman, Counsel Edward t.J'. Drislane, Secretary s. K. Wellman Corporation Robert P. Gorman, Esquire Friction Materials Standards Institute, Inc. ***** Hr. Carrigan acting as Chairman, opened the meeting at 4:30PH. ELECTION OF OF~ICERS Hr. Carrigan, called for nominations for the office of President. The name of lir. Gordon A. Carrigan N"as 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. llhereupon the Secretary l7as instructed to cast one ballot for the election of Mr. Gordon A. Carrigan as President. '!:'he Secretary advised that the ballot had been cast. :~r. Carrigan called for nominations for the office of Vice President. rir James L. Ifellow was nominated and seconded for the office of Vice President, FMSI 04438 Ninutes of the Board of Directors Meeting -2- June 25, 1980 Upon motion duly made, seconded and unanimously passed, it ~'las: RESOLVED: That the no~nations for the office of Vice President be closed. ~lliereupon the Secretary was directed to cast one ballot for the election of Hr. James L. Hellow as Vice President. The Secretary advised that the ballot had been cast. For the office of Treasurer, the name of Mr. Hilliam Simon ~1as presented and seconded. Upon motion duly made, seconded and unanimously passed, it was: P~SOLVED: That the nominations for the office of Treasurer be closed. Whereupon the Secretary was directed to cast one ballot for the election of Nr. Hilliam Simon as Treasurer. The Secretary advised that he had cast such ballot. For the Office of Secretary, the name of Ur. Ech'lard W. Drislane .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. Hhereupon the Secretary \<Jas instructed to cast one ballot for the election of Mr. 'Sdward H. Di-islane as Secretary. The Secretary advised that the ballot had been cast. ~fuereupon the f~llowing persons are duly elected as officers of the Institute for the ensuinr, year: Gordon A. Carrigan - President James L. Nellow - Vice President Hilliam Simon - Treasurer E&.1ard H. Drislane - Secretary RETENTION OF COIJlllSEL Ur. Carriean advised that according to Article VI 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: RESOLVE!:>: That the Lau firm of R.obert P. Gorman be retained as Counsel for the ensuing year. ) FMSI 04439 l.finutes of the Board of Directors )~eeting -3- ,.. 'June' :zs, 1980 RETENTION OF AUDITORS The Chairman on recommendation of the Secretary, suggested th~ retention of auditors for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED! That l!arshall Granger & Co., Certified Public Accountants, be retained as auditors for the ensuing year, BUDGBT - JULY 1, 19 80 THROUGH JUNE 30 , 19 81 The Chairman advised the meeting ~hat the expense budget presented to the Annual Meeting for $95,470 for 1980-81 had been adopted by the Membership. '' Upon motion duly made~ seconded and unanimously passed, it was: RESOLVED: That a. budget of $95,470 for the fiscal year starting July l~ 1980 be acceptE!d. FEE FORriULA - JULY 1, 1980 to JUNE 30, 1981 The, ~et;lng ~ras advised that the outgoing Board of Directors had voted to mamtain the 19 79-80 fee fdrmula for the fiscal year sta'tting July 1, 1980. Upon motion duly made, seconded and unanimously passed, it ~as: RESOLVED: .That the annual fee for the Active Uembers for the fiscal. year starting July 1, 1980 for Active Uembers and Regional Members with Active Uelllbers rights: be a basic rate $1,150 and $700 for each cateeory in whiCh engaged; for the individual regular Regional llember $1,450;. for trade groups holding Regional liembership $2,400;and Licensees $550. HEETIHG OF THE BOARD OF DIRECTORS The next meeting of the Board of Dire.ctors is scheduled for the week of June 15, 1981, at the Homestead in Hot Springs, Virginia. If for Connnittee action or other reasons an earlier Board Ueetlng must be called, the Directors will decide on a location and date at that time. FMSI 04440 !'~ inutes of the Board of Directors !1eetin~ June 25, 1980 O';l'~ER BUSIHESS Mr. Comins stated that he felt the problems faced by ~!heeling Brake Block, as stated by Lee Burgess, should be c~:msidered further . llt' Burgess had indicated at the Hembership Heeting session on June 25, that he was facing legal ac;tion on.June 30 from the EPA that cuuld close:hisplant. Hr. Burgess had indicated that EPA Inspectors had found a minute amount of asbestos dust and that he would be in court on June '30, 1980 and that the EPA could close his Plant. :tr. Comins suggested that the Institute and its members help a Hember.defend against allegations of the type EPA is making against Wheeling. A question was asked as to hmr the Institute could assist :r:-tembers to defend ar,ainst actions of this nature. Counsel suggeE!ted that this could be a questionable area if an Association or its Hembers ~~ere to go to the direct assistance of. a party against.t~hom legal ac;tion has been taken by an Agency such' as EPA or OSHA. A Director stated that the approach should be makine available to Members information on v1hich they could rely to determine if they are in compliance ~"ith regulations. One Director suggested that the Chairman of our Health and Environmental Affairs .Cotnmi ttee be asked.'- to go to \.Jheeling Brake Block to find the problem and assist in resolving the allegations being made by EPA. There appeared to be a "gray area~' as to. what the Institute or its Members might be able to do for a I1ember if that 11ember t.Yas confronted ~nth EPA charges that could close a Plant. It was stated that the Institute could make available information as to how they could comply'with regulations in this area. At the least it was suggested that the Institute could tell its Members where they might get the information necessary for compliance. This could take the form of information on Laboratories that would sample asbestos, Laboratories that.provide consulting services in assisting manufacturers in complying ~~ith EPA and .OSHA regulations, and information of that type. It was suggested further that the Institute might canvass its i.>1embers to determine the types of complaints that have been alleged by OSHA and EPA and what actions the Members took to either refute the allegations or move the area conce~ed into cocpliance. A Director stated that the Institute could make some recommendations to assist in compliance based on three approaches, which would be applicable to compliance with either OSHA or EPA reBulations: 1. Hhat the manufacturer can do himself to assure compliance tvith regulations. 2. ~fuat outside help is' available in order to assure compliance. 3. A summary listing of citations alleged against l:lembers by regulatory authorities and the steps that industry took to prove or move into compliance. FMSI 04441 ilinutes of the Board of Directors !leeting -5- June 25, 1980 This question of what can be done to assist Uembers with compliance will be referred to the Health and Environmental Affairs Committee, with the outline above as guidance. ***** There being no further 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 5:10P.M. E W. Dris lane Secretary FMSI 04442 FRICTION ~IAnRIALS STANDARDS INSTITUTE, IHC. , E-210 ROUTE 4 , PARAMUS, N.J. 0 7652 MiNUTES OF HEETIHG of the BOARD OF DIRECTORS Tuesday, June 24, 1980 at 8:30 A.M. at The Homestead, Hot Springs,. Virginia DIRECTORS PRESENT Gordon A. Carrigan, President Francis E. J:.tessier, Vice President Hilliam Simon Joseph H. Greenen Stuart Comins S. K. Wellman Corporation Bendix Corporation Automotive Aftermarket Operations Brassbestos Uanufacturing Corporation Nuturn Corporation P. T. Brake Lining Company OTHEaS P}mSENT Robert E Nelson James H. Armstrong Robert P. Gorman, Counsel Edward H'. Drislane, Secret~ry Abex Corpoi;ation Bendix Corporation Robert P. Gorman, Esquire Friction l1aterials. Standards Institute * *. * * * Mr. Carrigan, Chairman 7 opened. the meeting .at 8:30 A.M. !1INUTES OF PREVIOUS UEETING The minutes of the Board of Directors meeting of Febrtiary 25~ 1980 had been distributed. No corrections t-Tere suggested. Upon motion duly made, seconded and unani~ously passed, it was: RESOLVED: That the minutes of the February 25, 1980 Meeting be accepted as written. PRESIDENT'S REPORT. Mr. Carrigan, President, read this report. Refer to EXHIBIT 1. Hr Carrigan discussed the changes 'tfhich took place after Mr. Hoalli 1s and Hr. Cutler's resignations. He noted the work that Mr. l1oalli did during his time in office, the loss of Mr. Doug Ogilvie and Mr. Jack Black, and other subjects that would be discussed at this Annual :Heeting. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the President's report as written FMSI 04443 llinutes of the :teeting of .the -_Board of Directo:rs ' ' -2- June 24, 1980 HEUBERSHIP COH:IITTEE REPORT Mr. Carrip,an had served as Chairman of the Uembership Committe, and because of the many changes during the past year, continued with these responsibilities after assuming the Presidency. See the (1embership Committee Report, EXHIBIT 2. :1Ir. Carrigan reported on the changes in membership during the year, which shm1ed a net increase in Active rlembers of 1 (Krasne), a net loss in Regionals of 1 (Ad,d .Ferodo Ltd., Lose Friction llaterials of Israel and BorB & Beck de Hexico), and net increase of 2 in Licensees (Add I<ashiyama and Toledo Pressed Steel). Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To acce~t the report of the Hembers"'tip Committee as t-7ritten. .. ') TREASURER' S REPORT Hr. lvi lliam ~iessier, Treasurer, prepared this report. , ~,efer to "EXHIBIT 3. The Secretacy read. '1r. Uessier's report. Hr. ilessier's report~ based on a trial balance .of April 30,. 1980, projected substantial excess of income over eJtpenses for the full fiscal year. The projection was for an excess of $17,000 of income over expenses. !lis report analyzed variances, with the most significant difference beinB the decrease in Pension Expense resulting from pension payments being made from a separate Trust. rather than rom the Corporation. To accomplish this change, $55,000 was transferred on January 1, 1980 to an irrevocable trust for ltlss Duschelt 's pension. The Secretacy at this point stated that tt-ro Regional Hembers 1iTere deli~quent in thei,r dues payments, and that neither had respo_nded to follm-7-up correspondence on their fees. Friction I'laterials .Gorporation of Dimona, Israel had not paid any quarterly fee installment for this fiscal year, and also had a small UnPai4 bal~ce from the p~evious year. A Director stated that the Israel plant '1-Tas shut dmm and was no longer in operation. Also, Borp, ,& Beck de 11exico, r..rhose initial one year fee had been paid through September 30, 1979 had not paid any fee installment since that time. Based on these fee delinquenci~s, the Board of Directors voted to terminate the Hemberships of both Fricti-on Uaterials Corporation of Oinona, Israel and Borg & Beck de uexico, S.A a..\t its June, 10.79 -:1eetin3 the- Board decided .to pursue collection of an unpaid fee m,yed by Hayes-Albion Corporation, formet Active l_1ember that resigned during the membership y~ar. Through'Counsel that fee '..ras collected. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the Treasurer's Report as 1i7ritten. FMSI 04444 llinutes of the Ueeting of the Board of Directors -3- June 24, 1980 INVES'Y..lKIT f.DVISORY COilNITTEE REPORT Hr. Hilliam Simon, Chuirr.tan, delivered the report for the Investment Advisory Committee. See EXHIBIT 4. The Chairman reported that the're ~-1ould be a net reduction in investments of about $43 ,'000 based on projections to June 30, 19 80. This l'Tas attributable primarily to the $55 ,ooo contribution to the Trust for : payment .of :ass Duschek 1 s pension, Investment Income would be den~ from about $1~, 700 to $12,400. Investment Income for 1980-81 ~-ras estimated to be approximatly $12,500. Upon motion duly made, seconded and unanimously passed, it was: RES0T"VED: To accept the Investment Advisory Committee report as 1:1ritten BUDGET CONHITTEE REPORT Hr. Francis E~ ~Iessier, Chairman of the :Budget Committee, presented this report. Please refer to EXHIBIT 5. ~Ir. Hessler's report presented an Expense Budrret for 1980-81 of $95,470, a slight reduction in budgeted expenses under that for 1979-80. This was due to the fact that pension payments to ~-ass Duschek would be paid from the separate Trust ~-7hich was established on January 1, 1980 for those payments. This dropped the Pension Expense item from $6,000 to zero. Other line items in the budget shO't7ed either small increases --such as salaries and salary relateditems--with most items projecting the same or only slightly higher amounts for 1980-81 over those for 19 79-80. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Budget Committee as l-7ritten. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To adopt an overall Expense Budget of $95,470 for the 1980-81 Fiscal Year. FEE FORUULA COMHITTEE REPORT Ur. Greenen, Chairman, presented his Committee's report. Refer to EXHJ;BIT 6. The report indicated categories reported by the Members for 1980-81. Active :rembers had 20 Basic Fees, and 36 -Categories. Eight Regional ller.tbers marketing products in the United States market using the Institute's copyrights and tradet:J.arks reported 9 categories. 'With the other llemberships (2 Regional Associations, 10 Regional Members-regular, and 12 Licensees), ,the current formula projected Fee-Income of $89,600 for 1980-81. This coupled with projected Investment Income of $12,500, FMSI 04445 !Unutes of the t1eeting of the Board of Directors -4- June 24, 1980 would produce an excess of income over expenses of about $6,000, based en the Expense Budget. One Director questioned tuo of the Regional !-!embers' declarations. It was stated that Fras-Le. l\Yas actually participating in two cateGories, Brake Blocks and Clutch Facings, rather than just the Brake Block category shown. The Secretary t.ras <U.rec.ted to contact Yras-Le concerning declaration of an additional category. A Director provided a sheet, published by Prudential Supply of Ne"t-T York City, Fras-Le agents in the United States, shm~ing their use of FMSI Numbers for marketing Clutch facings. A Director questioned Don International's reporting of only one category, as shmm in the tabulation. The Secretary examined the table, and indicated that the table "t-Tas in error, as Don is reporting tl.ro categories --Brake Linings and Brake Blocks. The error was in showing tlio categories for Colfriccion, t.rho actually participate in one category only. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the Fee Formula Committee report as written. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To maintain the same Fee Formula for 1980-81 as used in 1979-80. Active Uember- Basic Fee $'1,150; Category $700 Re_gional Hember with Active Member rights - same fee as Active Hember Regional liember (Regular) - $1,450 Regional I>lember Association ... $2,400 Licensee - $550 ) PUBLIC RELATIONS COl1MITTEE REPORT i'ir. Hilliam Simon, Chairman, reported on Public Relations activity during 1979-80. Refer to EXHIBIT 12. Mr. Simon pointed to this past year's changes with election. of Officers in June 1979 followed by the February 1980 elections, after the resignations of Hr. Moalli a.,d lfr. Cutler, and the attendant press releases. A Director asked concerning the releases, and if the Institute wasnvt supposed to have copies of these ~-Trite-ups as they appeared in the media for distribution to the Hembers. The Secretary indicated that he did cut copies of the releases as they appeared in magazines that the Institute subscriQed to, but that these were but a fel-T of the magazines to which releases t.rere sent. It t-Tas suggested that the !1embers be asked to send in copies of releases concerning the Institute to the Office so that. the Memb~rship could be advised. The Directors referred to the Committee Chairman the question as to hm-1 best to inform Uei!'hers on media publication of Institute press rele~ses. FMSI 04446 :1iinutes of the ~ieetin[?; of the Board of Directors -5- June 24, 1980 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Public Relations Committee as ~rri tten. DATA 'BOOK lU~ TECHNICAL COMMITTEE REPORT Hr. Phil Grim of Abex Corporation is Chairman of the Data Book and Technical Committee. In Hr. Grim's absence, Mr. Drislane read the Chairmim's report. Refer to EXHIBIT 8. The S7cretary noted that Hr. Grim's report ~.;ras written based on a Committee Heeting in October 1979. There had in certain cases been actions taken on some of the items in this report that did affect the report contents. In part of his report, Hr. Grim referred tb ''hybrid" lining sets as a set ~Thich had an integrally molded lining at one position and a riveted or bonded lining at the other position. An example would be the FHSI 7089 assisnment for the 1980 Chevette, where the inner is bonded and the outer is integrally molded. The Committee voted to show this with the double asterisk (**) which indicated integrally molded, and that the overall lining-steel thickness would be showm. ~lhile there ~7as no objection to this treatment, the use of the word "hybrid:r l.;ras questioned.. It was indicated. in some quarters that the term "hybridn may be used to indicate different lining materials on a brake. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To have the Data Book and Technical Committe reviaJ the use of the ~.;rord ''hylirid" in describing a comhination integrally molded lining at one position l.;rith a bonded or riveted lining at the other, and select a better description for this type set. The Directors revi~.;red the Committee's recommendations on discontinuance of use of the EBP Hurnbers in Institute caralogs. The Committee had been in favor of discontinuing publication of the EDP numbers in the catalogs, but in canvass of the Hembership it ,.yas determined that one member was using these EDP Numbers and they Hould not, therefore, be discontinued. A Director asked h~7 the Institute assigned the numbers, and uas advised that they were assisned in sequence of issuance, and had no relationship with type of product, (ie, brake lining, brake shoe or clutch facing) and that assigning was strictly arbit1:ary. It l>-7as suggested that the one member could take care of his problel!l by using the EDP llumbers already assigned, and then arbitrarily assign n~1 EDP Numbers to any naT releases. The Secretary ~ias asked vhat effort or problem was involved in EDP Number assignment. He indicated that there was no problem, but that if these numbers liere a waste of space in the catalogs, and ~-1ere not used. they should be deleted. FMSI 04447 Hinutes of the ~ieetin3 of the Board of Directors -6- June 24, 1980 Upon motion duly :r:!ade, seconded and unanimously ;>as sed, it Has~ RESOLVED: To discontinue the printing of the EDP ~iumbers in the Institute catalogs. An area of concern covered in the report 111as the usage of metallic type linings. This particularly referred to the semi-metallic types being used as original equipment on the disc fronts of several domestic cars. The Committee in October recommended that the Institute not indicate metallic type in its teChnical bulletins and catalogs for several reasons, as indicated in the report. The Directors concurred tvith this Comoittee position at the Board Heetins on Decem~er 4 1979. A Director stated that there was a need for information on the original equipment usase of semimetallic types. ,\nother Director stated that the presentation of types of materials could present a major problem, in that o'ne party might then ~Tish tO indicate linseed oil types versus dry mix types, or woven versus molded clutCh facings. It uas stated that the FHSI numbers and catalogs should in.dicate dimensional and drilling information only. It tJas generally agreed that information on metallic usage t'las needed, but that it should be handled just as done ;;;rith the special April bulletin to the Met!'.bershb -:-1hich indicated F'ISI ~!umbers.; and position for the semi-mets. This could be done after the original equipment information is on hand, and metallic usage tvould .not be shown' in the catalogs. Counsel asked if a copy of the April bulletin ~-1as available, The Secretary produced a copy tvhich Counsel reviewed. The wording included a disclaimer at the beginning vrith the Institute 9s formal dis clair.1er at the end of the bulletin. The Directors concurred that future information to i:Iembers will take this form of a special bulletin, and the infomation on t!letallics will not be shO":m in the Institute catalogs, It r11ill then be up to the i:lembers to inform their customers on usage, or to catalog this information as they see fit. Upon motion duly made, seconded and unanimo~ly passed, it was: ~ESOLVED: To accept the report of the Data Book and TeChnical Committee as ~1ritten, with provision that information on metallic type disc brake linings be published in special bulletins and not in the catalogs. ) HEALTH .A..HD mJVIROUHEHTAL AFFAIRS COMl!ITTEE 'lr. James Armstrong of Bendix Corporation chairs this Committee. t~r. Armstrong read the Corni!littee report. Refer to EX~!IIliT 9. The Chairman summarized activities by Federal regulatory agencies su~~ as EPA in Toxic Substances control and Hazardous Haste llanagernent, C)SHA ~'lith its vorkplace standards and the l!IJS::Cl recommendations, the status of legislative activity relative to an asbestos hazards compensation act, and general Institute activities and replies and contacts uith the EPA. FMSI 04448 1.1inutes of the. :reeting of the Board of Directors -7- June 24, 1980 11r. Armstrong indicated that the EPA Has aiming: for non-asbestos disc brake l:lriings_ hy 1985. In response to a question, he indicated that this uas EPA action and it would affect imported linings as -vrell as those produced dom~stically. He indicated that there ~ras considerable lack of understanding on the part of the regulat.ors as regards industry's need for lead time. In some cases personnel ~~ere unaware that some semi-metallic types used an asbestos backing. As regards. substitutes, it \las stated that EPA or other government regulators cannot guarantee. that the substitutes for asbestos are free from health problems. This is of concern in the fiberglass area uhere fiberglass is knmm as an irritant 'tl7hich has caused: rashes and which \\7orkers find _problems in hand1iug. If the long term health hazards are due to the fibrous nature 'of the material, it could be that all fibrous materials are suspect. Questions ~vere asked as to what the Institute :did as regards the regulatory initiatives.. Ur. Armstrong indicated that the Institute He.r.iade contacts \rith several parties 'in the 'EPA's Office of ToXic Substances. r~nlieq to the EPA on their advance notice of proposed rulemakeing noting. that their high exposure allegations for brake repair ll7orkers were not supported-by the facts. The Institute sent .a Task Force .to T-Tashi ngtori to ra.rot:d the EP~' s questions on the replacement .of asbestos in friction materials' limiting the questions to the light duty disc brake ar~a only. As stated in llr. Armstrong's .report, the. Institute revised the wording of the cautions printed in all the Ins'titute 's catalogs, : The Institute 't7orked H'ith an Asbestos Information Association ad hoc committee on friction materials tn develo!>ine questionnaire-s and interpretin:: answers on training and labellin~ nractices for "friction materiais manufacturers and users. As . regards ,,,raste disposal, Hr. Armstromg advised on the .regulations publisqed by EPA in the Federal Register of Hay 19, 1960. Theseconcern the disposai of hazardous l<faste in line idth the requirements of the Resource Conservation and Recovery Act (RCR.~) of 19 76. .Ur. Armstrong indicated that iir. Bob Pigg of the Asbestos Information Association l<fould have more .on this in his talk with the Uernbership on June 25. A statement .~1asmade that the Committee doesn 1 t represent all Institute Hembers. A Director stated that it ~vas important that the Chairman select .those to serve ,the Committee, and that llembers: of a Tecmnical Committee should be oualifie'd to serve. One Director .indicated that membership on such ~ important Committee should be open to everyone, but it ~11as stated that this could rnake the committee '1JntoJ'orkab'le. It ~ms suggested that there could be tT!o levels of a committee.- One. would be the ~-7orking Connni ttee with qualified technical participants, and there could be another..-'\dvisory Committee which could be staffed >-lith representatives of every Hember. It ~11as su~gested that if 'the Institute did a better job of informing the i:1ernbership on activities in this area, there could then be a t"roway flolJ of information bet\.reen the Uembers and the Cornmittee. The Secretary indicated that he sent information on actil7ities in this area to the !lembers on an "as-needed" basis. The information is sent to those with technical interests in this area. In this Hay the infer- FMSI 04449 Hinutes of the Eeeting of the Board of Directors -8- June 24, 1980 mation is sent to the party T~ho must deal firsthand with the problem In most cases, this is not the Delegate-Alternate. It was stated that the mailing should be sent to the Delegates .and Alternates and it l'Tould be their responsibility to see that the information was sent to the parties involved. In this fashion the Institute could ask for any input from the members, and the Institute ~10uld maintain a steady dialog with the Hembers. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Institute Office send information regarding asbestos, Federal and State regulations, hazardous t-raste management and similar type information to the Delegates and Alternates on a regular basis. As regards uaste disposal, l1r. Armstrong noted that the regulations published in the Federal Register on rtay 19, 1980, are a major step in implementation of the Resource Conservation and Recovery Act (RCRA) of 1976. These impose requirements on generators of hazardous waste (the frictionmaterials manufacturer), transporters of hazardous waste, and the waste disposal site operators . There will be additional costs in transporting the waste. Hanifests will be required. There are certain ex~eptions to the requirements with the major exception being for generators of less than 2200 Pounds (1,000 kilograms) per month. For this limitation, this is the total of all wastes that could be considered hazardous waste as defined in the regulations, It is noted that asbestos is included in the list of hazardous ,rastes in the May 19, 1930 listing, but there is a question as to ~..rhether this is for ra'-1 asbestos, or ~1aste in 't<Thich asbestos may be only part of the composition as would be the case with friction materials. It ltas stated that the Institute should send summary information on waste disposal to the Hembership, (Based on ~Ir, Pigg 1 s presentation later at the Hembership l:eeting. ~ his comments on waste disposal regulations along with a copy of his notice to the AIA 11embership concerning waste disposal, and the Federal Register Notice of May 19, 1980 are being sent to the Membership). It was pointed out that waste disposal \-Till become a matter of major concern to our aembership based on the chemical waste problems that received media attention with Kepone, Love Canal, and the like. Asbestos is not the only concern in this area, but other materials used in friction materials manufacture:such as phenol, toluene, and other solvents are subject to the re~ulations on toxic waste manaeement. Upon motion duly made, seconded and unanimously passed, it l1as ~ rillSOLVED: To accept the report of the Health and Environmental Affairs Committee as 1:1ritten. "i FMSI 04450 Hinutes of the lleeting of the Board of Directors -9- June 24, 1980 BRAKE PERFOru.f.ANCE STUll':" COl1HITTEE llr. Robert delson of Abex is Cha.ipnan of the Brake Performance Study Committee. l1r. N'elson presented this report. Refer to EXHIBIT 7. i.lr. :Nelson discussed the Institute's work with the Vehicle Equipment Safety Commission (VE;SC) relative to revision of the V-3 Procedure. The re~ision de~lt primarily with the edge code, and a possible inproblem 111ith the minit:tum 1/8" e4ge codiilg height, should nev lining releases 130 below 1/3" thickness. The Institute had called th;i.s to the attention of VESC. Uith this and some other considerations, VESC proposed revision to the V-3 Procedure. The Institute was represented at a ~Tashington hearing by the Secretary, and the proposed changes to V-3 were in line with earlier recommendations. The Institute advised VESC that it ,was in accord Hith the changes as drafted after the January 19 80 hearings The Institute continued its ~Tork ~Y"ith the Defense Ccnstruction Supply Center (DCSC) as regards reVision to the Federal Specification for brake lining procurement R'::!L-361. The DCSC is recommending a procedure based on the V-3 (SAE J66la} Procedure; This was iri accord t..rith FMSI recommendations after DCSC had earlier proposed procedures based on full inertia dynamometer prodedures. This has been under ,reviet-7 for several years, and the Institute has malntained contact ~rith DCSC and there should be no surprises in this area. In a revielY' of :i:J!ITSA activity, there does not appear to be any significant movement as regards a Federal Replacement Brake Lining Standard, and other .mTSA activities on DOT 121, 105, and 130 do not impact our industry directly at this time. Upon motion duly made, seconded and unanimously passed, it was: RESOLV9: To accept the report of the Brake Perform~~e Study Committee as 'written. ' .. ' USE OF INSTITUTE COPYRIGHTS At this point, a Director questioned non-t1ember use of the Institute copyrights. This related to non-Hember use of the Institute's copy- riqhted nu~bers in ~arketing his products. Counsel stated that he did not specialize in copyright la't-1, but l7ould revie~-1 specific instances of unauthorized usage o"f-the copyrights as they might occur. The Secretary stated that Shenier & O'Connor, ~ho do the Institute's copyright and tra"'denark work, prepared a "study on the Institute's copyrights. The Secretary tlill send a copy of this report to Hr. Gorman. ANlWAL NEETING COHUITTEE REPORT i.Ir. J. ~1. Moore of Reddaway is Chairmcm of the Annual Meeting Committee. The Secretary read Ur. I1oore 's report. Refer to EXHIBIT 14. FMSI 04451 ;!inutes of the aeetin~ of the Board of Directors -10- June 24, 1980 The Chairt~ 1 s report recommended that the Institute plan its 1981 meeting at Sandpiper Bay~ in Port St. Lucie, Florida.. This \vas based on some criticisms of the accessability of the llomestead, and some difficulties in makin~ golf arrangements beforehand. Several Directors did not like the Florida location in June, and stated that their arrangements \vith the Homestead had been fine. It was s.tated that the In.stitute normally ret.umed to the same location for t.wo years, if arrangements '"ere staisfactory. It was suggested that other nonFlorida locations be considered for 1982. One mentioned Hilton Head Island, South Carolina. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Instituters 1981 Annual Meeting be held at the Homestead, Hot Springs, Virginia. A question was raised as to the dates. The Secretary indicated that he had 'reserv~d space on a temporary basis should the Institute return to the Homestead. vJhile indicating that the dates held were earlier than th~ 19 30 dates, the Secretary did not have the exact dates with him. (Th'e dates reserVed ~~~~re June 15-18, 1981). Upon motion duly made, seconqed and unanimously passed, it was: I'I.ESOLVED: To accept the report of the Annual Heeting Committee, ~7itb. exception that the 1981 i:1eeting will be held at the Homestead. ) HISTORICAL SALES REPORTING The Secretary reported on historical sales reporting for the calendar year en4~cl December 31, 19 79. See EXHIBIT 13. The report indicated that 15 out of 19 Active Hembers reported statistics at least once rluring 1979, and that three Regional Uembers with rights of Active Members reported. There were no comments on the report. Upon motion duly made. seconded and unanimously passed, it was: RESOLVED: To accept t~e report on. Historical Sales Repor~ing as written. IHSTITUTE PE~SION PLAN Prior to the lleeting, the Secretary had written the Board of Directors concerning possible termination of the Institute's Defined Benefit Pension Plan, which is funded with insurance purchased from Connecticut General Life Insurance, and with a separate side investment fund. The ..criticism of the Plan is that the paper \JOrlt for conpliance with ERISA is overl,rhel:rrlng, and the costs therefor are mo~ting each year. The Secretary had submitted a plan, where the Pension Plan be terminated, and in its place the Institute adopt the new Simplified Employee FMSI 04452 Hinutes of the l1eeting of the Board of Directors -11- June 24, 1980 Pension Plan (SEP) usins Individual Retirement Accounts (IRP_), This could be done ryy grouping smaller salaryincreases, increased costs for the SEP, less all costs of the Pension Plan, and arriving at a cost figure t.Yhic...'l uould approximate the total of any planned wage increases for the 19 80-81 fiscal year. The Directors revie~-ted the costs and options of such changes~ They reached agreement on levels of salacy increases, and authorized the purchase of term life insurance at a cost of $30 per month for the Secretary. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: 'Lo discontinue the Institute's, Employee Pension Plan at the earliest feasible date, and authorize payment of the expenses. necessary to properly terminate the Plan. Upon motion duly made, seconded and unanimously passed, it l<fas: RESOLVED: To establish a Simpli.fied Employee Pension Plan (SEP) with Individual Retirement Accounts (IRA) ~71th eligibility requirements in accordance with Internal Revenue Service requirements. Upon moti'On duly made~ seconded and unanimously passed, it was: RESOLVED: That the Institute's contribution to the Simplified Employee Pension Plan (SEP) would be 15~ of wages to a maximum of $7,500 per year per employee. INStiTUTE OFFICE SPACE RENTAL The Secretary advised thatthe lease on the Office Space at.Bergen Hall Office Center in Paramus would expire on December 31, 1981. The major tenant in the Building, t-Jitco Chemical Corporation has been expanding into small offices as leases expire, and the Secretary is concerned that we may not be able to renew our lease afterexpiration. The Landlord-hasnot indicated anything as regards renewal. The Secretary is seeking authorization to .contact other Landlords as well as the Bergen Hall Office Center with the intention of eitber remaining in Paramus, or renting other space if that is"rtot possibie. Upon motion duly made, seconded and unanimously made, it was; RESOLVED: To authorize the Secretary to contact the Bergen Hall Office Center as concerns renel-tal of the lease on the Institute's Office space. FMSI 04453 llinutes of the iIeetin~ of the Board of Directors -12- June 24, 1980 ,. INDEMNIFICATION OF OFFIC:!:::i:'.S At the June 19 79 neetins of the Board of Directors, a resolution ~Tas passed to have Counsel prepare an indemnification plan for Officers and Directors. Counsel prepared such a plan for consideration at this meeting. He stated that this ~1as specifically authorized by deN York statute, and as the Friction aaterials Standards Institute, Inc. is a New York Corporation, it ~oJ'as drafted. tQ comply with New York la~". Counsel noted that he had considered drafting a Plan l-rhich would include Committee Chairmen, but felt that since the Board of Directors must approve Committee action, this nay not be necessary. Also, i f it ~1ere drafted to include Committee Chaimen, it might not be dratrn in accordance with the i'feto7 York statutes. There was some discussion on this point, and it was decided that the wordine should be that tV"hich ;rould leave no doubt but that it was in hamony t7ith ~!e'!-1 .York lat-r. Counsel explained th_at any. such indemnification would have to be added to the Institute 1 s By-Lmrs, tV'hich means that any indemnification plan approved by the Board of .DirectQ't's ~-1ould have to be submitted to the l1embership ftJr 'ratification. Upon motion duly made, seconded and unanimously passed, it was: R::':SOLVED: To recornnend to the Hembers amendment of the Institute 1s By-LatV"s to provide .fo~ indeliUlifi- cation of Officers and/or Directors for loses suffered in their capacities 8$.0fficers and/or Directors. NOMINATING CONHITTEE Ur. James Hell01>1 of Nuturn Corporation' served as Chaiman of the Nominating Committee. Hr.- Francis Hessier of Bendix and }lr. Willian Simon of Brassbestos served as !Iet:Jbers of the Committee. It ~1as the intent of the Directors at the .:run~ 1979 I!eeting that the Committee t10Uld advise of their i~ominations for the Board of Directors prior to the Ueeting, and the Secretary would advise the l1embership of the lTominees "7hen sending out. details on reservations for the Heeting. llr. I1essier indicated that the Committee had not selected Nominees in time for pre-notification of the ,Iembership. It was recommended that ~~~P.en the Committee has proposed to the Membership a slate for the Board of Directors,. it Pould call for. a recess after v7hich the ~1embers could place others in nomination from the floor. It t-ras stated that this should compensate for the Committee's failure to announce its slate beforehand, but that for 1981 the Committe should advise the Office pf the Nominees for the Board of Directors prior to the Office sending Heeting i:Totices to the Hembers. This would mean notification of the Institute Office by :!lay 1, 1981. FMSI 04454 i!inutes of the Heeting of the Board of Directors ~13- June 24, 1980 * * *:'r ~: There being no other business brought to the attention of the Board of Directors, upon motion duly made, seconded and unanimously passed, it \vas !'.ESOLVED: To Adjourn A.dj ourned 12: 15 p. i.I. E. TT. Dris lane Secretary FMSI 04455 FRT.C';:'IOlJ ~:fl.TEitL\LS STA:.lDAlillS E'iSTITUTE, li'JC., E-210 :'l0Ul.'E/,14, PAl".Ai'lUS, N .J. 07652 :ll'.TUTES OF llEETIUG of the '. . BOARD OF DIRECTORS Uonday, February 25, 1980 at 5;00 PH at Stouffer's Northland Inn, Southfield, lUchigan DIP.ECTORS PRESENT F. E. Hessier .. H. Simon J. \-1. Green,ep. G. A. Carrigan ,. Bendix Corporation Automotive Aftermarket Operations Brassbestos ~lanufacturing Corporition i:Iuturn Corporation ~ S.K. Wellman Corporation OTHERS PRESEi:l'T E. H. Drislane R. I'. Gorman (FHSI Counsel) Fr:i.cHon i~terial~ Standards Institute Robert P. Gom.an, E~qu:ire .,_. * * * * * llr. Drisla~e, Secretary, called this special meeting of the Board of Directors, due to the .resignations of both. ~be President and Vi~e Presi- ' dent. This meeting. t-'Yas cal,led in accord~nc.:e .~~ith ARTICLE IV, Sect:Lon 5 and AE.TICLE V+; Setion 2 of the Constitution ~ ... . BOARnOF.D!RECtORS Hith the resignations of Hr. Hoalli and r!r ,' CIJ.tl~r, the }3oard of Directors >-ras reduced to four, because of the earlier resignation of Hr. Greenen. Hr. Stuart Comins, a Director of. the Insti.tute, was unable t:o attend . I this special. meetin-~. The Secretary and Directors .asked ~1r. Greenen to reconsider j:lis resignation and' Hr. Greenen agreed. In accordance Hith ARTICLE IV, Section. 5, the remaining directors in attendance at this meeting,:"J!ir. Simon, !!r. ~lessier and ?lr. Carrigan chose Hr. Greenen to fill one vacancy on the Board of Directors. This action increased the Directors in attendance to four, which n~ber constitutes a quorum for a meeting of' the Board .of Directors under Al.1.TICLE IV, Section 9 of the constitution. The Directors discussed whether other vacancies on the Board should be filled at this meeting. They decided.tpat they would postpone any further action as regards successor Directors until the June 1980 meetings. !!r. Greenen, acting as ~nairman, opened the meeting for other agenda items, FMSI 04456 !IINUTES 1F TEE HEETWG OF THE BOARD OF DIRECTORS -2- February 25, 1980 HH!UTES OF PREVIOUS MEETING The ~anutes of the Heeting held December 4, 1979 had been distributed. No corrections were suggested. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the Hinutes of the February 4, 1979 Heetin.g be accepted as written. ELECTION OF OFFICERS Mr. Greenen, acting as Chairman, called for nominations for the office of President. The name of Hr. Gordon A. Carrigan was ].)resented for President. The nomination l-7as seconded. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the nominations for the office of President be closed. 1~ereupon the Secretary was instructed to cast.one ballot for the election of Hr. Gordon A. Carrigan as President. The Secretary advised that the ballot had been cast. l1r. Carrigan called for nominations for the office cif Vice President. !1r. Francis E. Messier was nominated and'"'seconded .for the office of'Vice President. ~r Upon ~otion duly made, seconded and unanimpusly passed, it was RESOLVED: That the nominations for the office of Vice President be closed. Hhereupon the Secretary was directed to cast one ballot for the election of Hr. Francis E. Hessier as Vice President. The Secretary advised that the ballot had been cast. Hith these ballots closeq, the Officers of the Friction Haterials Standards Institute, Inc. are: Ur. Gordon 'Carrigan ~!r. Francis E. Nessier Hr. HilHam F. l1essier l1r. Edwar,d W. Drislane President Vice President Treasurer Secretary These Officers will serve through June 1980. ) FMSI 04457 MIHUTES OF T!IE EEETilTG OF THE BOARD OF DIRECTORS -3- February 25, 1989 LEGAL COlJNSEL FOR THE INSTITUTE On January 28, 1980 the- Secretary ad;viped the Board of !)rectors concerning tl.e lack of responae on the part, of Legal Counsel to various. lll8tters submitted for hia:reviet7. ,The Secretary cont.ac.tedUr. Moalli, Pr~~ident . of the Institute;.'conceming this difficulty and had suggested that action be taken to asstir~ 'that the; Institute receives reasonable turn-arotmd on. papers we send' for approval,: ~tii the altexnative suggesti-on that the Institute secure Legal Counse.i~'who .can give this response ift Mr. Gorman cannot. Prior to this speeiai. p~,eeting, the Secretary called Hr ~ Gorman with an invitatirin to attend thi:a special meeting. . (This call w.as made o~; Thursday, February 21, 1980.) . Legal Counsel indicated that he would at~~Q.d this specialmeeting. .The. See~tary advised Mr. Messier and )1r. Simon t~at Counsel expe.cted to. attend tlle Board Meeting. Specific agenda; items conc~rrting the :Soard of Directors and the Officers ~Tere handled first at thi~ meeting. Legal Counsel 't>7as delayed in arriving due to transportation _difficulties and the .storm in Detroit. After completion of actiOn on the Directorsand Officers, the Directors discussed Legal Counsel. In discussion as regards Legal Counsel, it was stated t~at Mr. Gorman's firm could handle our 't'lork and if they were willing to handle our work we should continue with them. There were adv~ntages in .that Mr. Gorman had five years of service to the Institute and. he knew the problems of the Institute. Mr. Carrigan was asked to present the Institute position to Mr. Gorman upon his rrival. The essential question was whether Mr. Gorman could handle Institute matters satisfactorily with reasonable. response time. Upon Legal Counsel's arri'Val, Ur. Carrigan advised Mr. Goi'!D~ ,on some of the problems and the expectations of the Institute as regards response on submissions to Counsel. These "submissions" relate to the Board of Directors meeting minutes of December 4, 1979, a letter which the Institute had approved for submission to the' EPA concerning exposure of brake repair mechanics, and a questionnaire which was being sent to the Institu~e . . Hembers. Based on consultation ~11ith Mr. Uoalli, the Secretaey distr.ibuted , minutes of theBoard 'of Directors meeting of December 4, 1979 wieliout approval of Counsel. Also, the questionnaire that had been dratted and approved by ~1essrs~. Hoalli, Drislane and Armstrong was distribu~ed to th~ . Hembership. Couns-el indicated that with planned additional help' that he would be able to handle Institute affairs more promptly than he .had in the past. The Directors concurred that the Institute would continue to.. use the services of Hr. Gorman as Legal Counsel. In discussion cOncerning Legal C~unsel activities, it was advised that the receivable due from Hayes-Albion Corporation had been collected. Legal Counsel pursued this collection after being directed to do so by the: . Board of Directors at the June 1979 11eeting. '. o'.'. FMS\ 04458 HINUTES OF 'Hlli r!EETIL~G OF THE BOARD OF DIRECTarrs -4- February 25, 1980 CHARTER FOR HEALTH AND E~lVIRON!lENTAL AFFAIR$ 'CQt;ftiiTTEE Mr. J. H. Armstrong, Chairman of the lteal.th and Environmental Affairs Committee, had worked on a proposed charter fot; this Co1111Dittee. with the Hembers of the Committee. The chart~r 1:-1&s to ittd:t.cate the $ener:al and specific responsibilities of such a cOmmittee. The Board of, Diri!ctors had earlier been sent 'this proposed ehartet -ahd asked to comment. by mail ballot. ~ the ballots tetumed,: all Direttors indi'Cated that. they were in favor of adop'ting the chatter Eis writtetl. Hrn-1ever, Mr..Hoalli, then: President of' the Institute, replied indicating that a chart~r 'such as th:is . : should be discussed at the next Board of Directors meeting before being adopted. Based' on Hr. Moalli' s ballot, the :Secretary held a \deeiS'iOh concerning the charter for this Board of Direc:torstneeting~ ..: Legal .Counsel revie1:-red the charter and suggested that there be a change made in .the ~-lording under the heading ~>General Responsibility':. The change is indicated in the underlined content lfith bracketed words being deleted: Responsible for the monitoring of existing : ; and proposed worlchlide i Federal, State and Provincial legislation, regulations and literature on safety, health and environ- mental matters affecting members of the Friction Naterials Standards Institute and the prop!)sal of (eleve~epmea4:-ei) ' Institute positions on these matters. ' The Board of Directors concurred in this suggested t-Tording,. and approved acceptance of the charter as l>7ritten 'tlith this wording change.' ) Ii:lSTITUTE 'LETTER TO EPA ON. ASBESTOS EXPOSURE OF BRAKE REPAIR ~'lORKERS At the December 4, 1979 meeting o'f the Board of Directors, a letter prepare&: by the Institute's Health and Environmental Affairs Committee and approved by its Chairman toras introduced. It \-Tas recommended that this letter be sent to the EPA as a response to its advan'Ced notice of proposed. rulemaking concerning asbestos products. This submission discussed the routes, duration and frequency of. exposure to asbestos of brake repair :workers. In essence, it indicated that where larger populations are exposed they are exposed to minimum levels of asbestos, and where there .are higher exposure levels there aremany fewer workers exposed, and those workers are covered by the OSHA regulations. Legal Counsel had been asked at , the December 4, 1979 meeting and in a follow-up letter from the Secretary, to revim~ this letter for submission to the EPA. Legal Counsel indicated that this letter had been reviewed and he now approved it for submission to EPA. CONTACT HlTH EPA A;."JD CONTRACTORS ON TllE ASBESTOS QUESTIONS The Secretary advised that he had received several phone calls from GCA Corporation, a contractor for EPA on the asbestos products questions. Subsequent to his discussions with GCA Corporation he had been asked to confirm FMSI 04459 tUNUTES OF THE HEETiiJG OF THE BOARD OF DIRECTORS -5- February 25, 1980 phone comments he had made earlier. The Secretary indicated that the quota tions were inaccurate incomplete and lifted out of context. Subsequent to this, he distr:lbuted information to several parties in the woven friction materials area and Mr. John Marsh of Raybestos called. He suggested that where requests for information of this type are made that the contractor ask for this information in writing. Also the party responding should respond in writing. Hr. Harsh indicated that there ~ere several cases of remarks being put in the public record which l1ere not confirmed by the interviewee and which were inaccurate. Even when there is a written letter stating that the remarks were not correct the earlier .remarks remain in the record. Tb:e Secretary indicated that he felt it ~.;rould be wise to once again remind the Membership concerning control of questions from EPA and its contractors. This meant to have one individual responsible so that contractors will not get several different answers as part of the record, It was also suggested that Hr. ~~rsh 1 s comment on having requests for information in l.rriting "to1as worthy. The ~ecretary will inform the Hembership concerning controlling questions from EPA and its contractors and having questions and responses in writing. ASBESTOS PRESENTATION AT FMSI ANNUAL MEETING At the December 4, 1979 meeting of the Board of Directors it was suggested that a meeting be held for the Membership prior to the June meeting concerning the asbestos question. Such a meeting would be an up-date as regards what is going on ~'lith EPA 1s Office of Toxic Substances. Control and other areas concerning asbestos. Such a session would relate to asbestos as used in friction materials. It was stated that with the various changes going on as regards Directors and Officers that there was not sufficient time ben1een now and the June meeting to organize such a session. The Secretary asked concerning having individuals knowledgeable on the asbestos subject make presentations at the June Heetinp,. In particular he mentioned the possibility of someone from Johns-llanville Corporation or the Asbestos Information Association giving such a presentation. The Directors suggested that any such . presentation be organized and approved by Hr. Armstrong, Chairman of the Health and Environmental Affairs Committee. 1fuile the Institute would welcome such a presentation they would ask that the Secretary clear any such arrangements ~.;rith Hr. Armstrong. The Board would like experts in this field to give such a presentation and if necessary coulc;l schedule a longer session on Thursday, June 26 for such a meeting. ~fuile in past years this meeting had broken up by about 10 AM, it would be possible to hold this meeting until 11: 30 All if it could be arranged in advance. The Secretary will contact Hr. Armstrong with the intent of arranging such a presentation at the June 1980 meetings in Hot Springs, Virginia. l1ID1BERSHIP ACTIVITY The Secretary tias questioned concerning his follow-up with non-member manufacturers of friction materials. In particular he was questioned about Virginia Friction Products in Tappahannock, Virginia. The Secretary advised that he had written Hr. Carreras in Tappahannock concerning Active t-lembership in the Institute but had received no reply. He also had tnritten to FMSI 04460 Nli~UTES OF THE HEETING OF THE BOARD OF DIRECTORS -6- February 25, 1980 ,1 ',}'' " Mr. Joe Goodreau o~ Hidco Corporation whop~rchases mat;erials'fJ<omVtrginia Friction Products ~oncet'lling violatton of the.' Institute 's, copyr.ights and trademarks.". .In sub~.equent conversation with r1r. Goodreau at the. APRA meeting in Ft. La~derdale the Secretary indicated that Mr. Goodreau had asked Hr. Carreras to becqme an. Active Member of the Instit.ut~. As regards the .H. ~rasne Hanufacturing Company, Inc., the Secretary advised that he had written to I1r. Krasne with copies to Mr. Axelr~d and Mr . Osborn. Prior to this meetipg of the Board of Directors, Mr. Osborn had called the Institute concerning procedures. for application for Active Membership in the Institute. The Secretary had sent Mr. Osborn. application forms and additional information concerning lfembership and Mr. Osborn ind~cated that an application would be forthcoming. NQHINATING COMMITTEE Because of the changes on the Board of Directors and the decision in the meeting to leave two vacancies open, procedures for making the nominations for the Board of Directors were discussed. It was stated that Mr. Jim Mellow of Nuturn Corporation is Chnitman of the Nooinating Conimi~~e and that !tr. Simon and Ur. Hessler nO'!i serve on the Committee. A$ regards ~1r. Hessier' s service, Ur. Moalli had asked Mr. :Hess'ier. to replace M'r. Cutler who had earlier resigned frort this Committee;. Mr. Messier had beefu moved ont-o: this Committee prior to H;t:;:MoaUi 's resignation. The Secretary indicated .that he would need information concerning nominees for the Board of Directors prior to his announcement of the meeting. It had been agreed at the June 1979 meeting that when the Institute was sending information concerning themeeting it would also send information ccincerning the nominations for the Board of Directors. It was stated that this could not be ne .on a timely basis and that the Secret~ry should i,nform the l1embership that the recommendations of the: Nominatirtg, c_ollllllittee will be coming abou~ Hay 1, 1980. The Secretary was asked to contact RaybestosManhattsn as concerns their plana for replacing Mr. Moalli who had also served as its Delegate. ** *** ~ i There being no futher business brought to the ~t1;ention of the Board of Directors, upon 111.otion duly made, seconded and unanimously passed, it was RESOLVED: To adjourn. Adjourned: 8 P.H. E w. Dris lane . Secretary .... ,. .; .~ . FMSI 04461 FRICTION l'ATERif..LS STANDAP..DS INSTITUTE, InC., E-210 ROUTE {f4, PAP.AJ.IDS, i~.J. 07652 : ::mUTES Oil i illETING .. of the BOAliD OF DIRECTORS Tuesday, December 4, 1979 at 9: 30 M! !!arriott flotel, Saddle Brook, I:lew Jersey DU'ECTO!'.~ PT?.ESEHT R. ~:.. l.ioalli, President F. E. ::easier ~~. Simon J. U. Greenen Stuart Comins G. A. Carrigan OTHERS PrJ::SEHT Don i.:anlj J. !.Y. Armstrong B. J. Pir:g Tim Hardy (AlA Counsel) E. U. llrislane ::. P. Goman (Fl:!SI Counsel) Raybestos-:lanhattan, Inc. PH International Bendix Corporation Automotive Aftermarket O]:leratitms Rrassbestos iianufacturing Corporation lluturn Corporation P. T. Brake Lining Company, Inc. S. K. Hellman Corporation Abex Corporation Bendix Corporation Asbestos Information Association l~rkland & Ellis, Esquire: Friction Haterial.s Standardsinstitute Robert P. Gorman, Esquire ~- ' I 'h * * * * ;:r. ' 'oall:l, Chairman, opened the mee tinr at 9 : 30 All. i.IDUTES OF PP.EVIOUS llEETINGS The !1inutes of the 'ieetinrs held June 12-13, 1979 had been distributed. ~~o corrections were suggested. Upon motion duly ru1de, seconded and unaninously passed, it -:ras; r.ESOLVI:D: That t:1e ;tnutes of the June 12-13, 1979 .:eetings be accepted as rrritten. FMSI 04462 l~I:lUTES OF THE 1IEETING OF THE BOAJU) OF DIP.ECTOr-.S -2- December 4, 1979 OVI.;J.VIE\l OF I:JSTITUT:!!:, COJ'll"ITTEE, AND P.EGULATORY ACTIVITY As ;:essrs. Pigr, and l!ardy uere delayed in arrivin~, nr. Iloalli revie-v1ed activities ovi:lr the past several months.. I!e indicated that l!r. Armstrong had been as1.~ed to serve as Chairman of a reorganized coiiil'littee with emphasis on asbestos and that he had accepted. There lfere additions to the Committee and some chances in Institute plans for response to EPA initiatives. In June there uas no organization l7ithin the Asbestos Information Association responsive to the needs of friction materials manufacturers as such. It lias not long after our meetings that the AIA formed an ad-:1oc Cot!ll!li.ttee for friction materials ~.,rhich lvas targeted on EPA initiatives as regards asbestos in friction materials and re~ulations that mig:1t be promulgateci by the Office of Toxic Substances. J'!r. !!oalli attendet! a meeting held in the AlA offices on :Tovember 16, 1979 l-Iith the Secretary of the Institute, the AlA Director, as well as representatives from manufacturers and the EPA. They met to discuss the information requirements for a voluntary action program on asbestos in friction materials as l-1ell as the gatherinB of information that lrould preceed regulatory moves in this area. The 'EPA v1as moving touards a voluntary action program 'iYhich Hould include labelling and education for brake repair -v1orkers. This di<i not present any real difficulty but the eathering of information for the regulatory approach did. The ~nvironmental Protection Agency and the Consumer Pro<iuct Safety Commission oublished a notice on controlling industrial uses of asbestos. This l:as in the Federal :legister of October 17, 1979 and was an advanced notice of proposed rule-making in this area. Hith this advanced notice the EPA is scekinB infomation as re~ards specific questions on asbestos usage, uith fr:i:eti"on materials as one of the main target areas. The meeting in ~:ashington l-ras for the purpose of helping clarify some of the requests for information by the EPA. - In these discussions ~>71th EPA some attendees felt that EPA considered asbestos to be a deadly to:r.ic substance uith almost catastrophic effects on anyone 'rho inhaled it. It l-Ias sunnised at the ~ovember 16, 19 79 meeting that the EPA may have already decided that asbestos should be banned in automotive disc brake linings because they believe that the technology is available for non-asbestos substitutes. Their. gather~ng of information may be to sup~ort a position at uhich they have already arrived, rather than the gathering of information to determine the need for any such ban. The question ~~as raised as to how much: asbestos t-1ould be removed from the environment if asbestos disc brake linings l1ere banned. A Director asked ~1hether the Board-of Directors believed that EPA will not ban asbestos in automotive disc brake friction materials. FMsr 04463 ' lii~1UTES OF TFE I ~ETE!r'. OF THE WlL"".D OF DIRECTORS -3- DeceMber 4, 1979 INSTITUTE IillSPOUSE TO EPA OFFICE OF TOXIC SUJ3STfJ:-TCES INITIATIVES OH .ASBESTOS. IN .FIUCTION HATERIALS . While general questions on t~1e use of asbestos in friction mate;rials were ofaddressed in the adv~ced notice of proposed rule-making, 11r . GUimond the EPA proposed eleven specific questions that he would like answers to from friction materials manufacturers. l1r. Guimond asked ~ri~tion materials manufacturers to ans~Ter these questions. He also asked for a date by v1hich the EPA would be advised as to whether manufact11rers will answer these questions. At the meeting, the Secretary indicated that he vtould try to give ~Ir. GUimond an answer within three N'eeks but that it would take at least eight to gather any such ansNers. A question ~-1as asked concerning the deadline for responses. In the Federal Register notice the deadline "'as December 17, 1979. The Asbestos Information Association had asked for an. extension for at least sixty days in orqer to gather the information needed. The EPA had iridica~.ed that they N'ould not extend the deadline for information. (It has subsequently developed that there will be a sixty day extension.) It '.ras stated that; the EPA vmuld consider any information they eathered v7henever it was received even if it did not hit the deadline. In review of the eleven questions, it appears that the EPA needs more information before they can proceed ~7ith their rule-mak.inp,. It was suggested that they need. more time to build thetr case. A Director questioned v7hether the ~PA is attempting to get this information directly from the Institute. The Secretary suggested that the eleven questions ~1ere prepared for discussion November 16, 1979 at the AIA and they ~-1ere not prepared specifically with the idea of the Institute making the response. This 'IJas discussed in Uashineton and it 'IoTas not decided whether the Institute would respond directly or vrhether it would pass these questions on for individual replies. It was sug~ested that the questions be redrafted in order to give the EPA relevant information beyond the areas questioned. A Director asked as to hotv and 'l-7hen we resolve any deadline for answering these questions. Should the Institute copy the eleven questions and send it out to the liernbership right aJJ7ay? It was stated that the Institute should advise the EPA that a response Hill be made. In addition to answering the eleven questions, there should be information on what are the real problems as seen by the industry. iJhat pertinent questions have not been asked? There may be the need for questions on the availability of substitutes, tooling, and health questions on the substitutes for asbestos. It v1as suggested also that the Institute as.k members to give an explanation as to nhat problems they see that have not been asked by these questions. It ~v-as asked if the EPA questions are targeted only for automotive d:J_sc brake linings. It -v1as replied that t7hile 'some of these questions pertain specifically to automotive disc brake linings that the question~ are general in nature and should apply to all automotive type friction. materials. The emphasis on disc brake materials can be inferred from some of the questions that were asked. It would appear that automotive disc brake materials are the first target of EPA, but they have not specifically said that. It tMs stated that a case be made that disc brake pads are now in a transitional design stage, and do not need EPA regulation. FMSI 04464 EINUTES OF T:i:::: :.iEETING OF THE BOAP.D OF DIRE CTOUS -4- December 4, 1979 A naj or question is whether a response should be made by the Institute or by the :1embers individually. Ther.e was also a question to whether a response should be made thru the ~~bestos Information Association. It was suggested tHat there was another alternative vrhich would be to have the Institute make a general response and encourage individual replies from member companies. Counsel indicated that there may be problems \'lith handling the entire response thru the -Institute. 'There is material in the qucotions that Counsel feels dictate that caution be used if FHSI is gathering the response. In response to a question, the Secretary indicated that the EPA l<las not demanding an associatiot). reply. The eleven questions ~.rere brought to the Uovember 16, 1979 meeting \lith v7hich EPA was asking for industry cooperation. Hhether the information uas to be gathered by the association or by individual members was not of prime concern to the EPA. However, they ~vere concerned ~lith being able to detail the source of comments. In other uords, they ~qould not want general comments to be "laundered11 so that the sources are not available on rcques~. It was stated that this ~ras a non-coercive request for information. and that the EPA would like to be able to rely on this information and to pinpoint the source later on if necessary. It ~.ras. stated that anything that is sent to the Institute for gathering a response l-lill become a document that could be subpoenaed in any subsequent litigation. It was suggested that the Institute's Counsel can coordinate the questions asked of the !1embership. Because of possible problems of an ant:i,.-trust nature a susgestion ~ras made ,that the gathering of information might be done more suitably thru a third party in the fashion that the Institute gathers its quarterly sales statistics. The Directors generally concurred in recommending that the Institute represent its members as regards this response. It '!>Tas suggested that any critical questions or questions of a confidential nature could be subsequently addressed directly to menbers themselves who lvould be asked to respond directly to EPA. One member indicated his preference to reply individually. It uas suggested that perhaps the Institute should pass these questions directly on to the members for their response giving them suggestions, guidance, or cautions as regards the information th~y are being asked to provide. The Directors concurred that the response should be coordinated by the Institute. Upon notion duly made, seconded and unanimously passed, it was; HESOLVED: That the Friction :raterials Standards Institute should represent its liembers in respond'lng to the information needs in the toxic substance control area as required by the EPA. Any questions, questionnaire or requests for information from the Hembership should first be reviewed by Counsel and then approved by the Beard of Directors before submission to the T:1embership. It was again pointed out that all information channeled thru the Institute for the reply would be open to the EPA should it subpoena the data. ) FMSI 04465 l1INUTES OF THE ; !EETING OF THE :GOARD OF DIRECTORS -5- Deceriber 4, 1979 It was sum~ested that any information that members might have that uould support a !)osition 'ill' opp~sition,. to this regulation should be sent- to ~the . EPA. The EPA will not be subpoenaing informatiOn opposing their plans for regulation. It uas fe.lt that a persuasive case can be developed for not getting asbestos out of frictiop materials in anything less than ten years' Any information: suppor~ing such a vie-<11point should be submitted. It uas stat~d that many of the individuals working on asbestos control at EPi':. are new to this field. llot :~ly are they ne"trr to the asbestos question but have little ba~grourtd in friction materials. It is for this reason that the lines of communication should be kept open, and it ~-1as suggested that one of the industry's jobs vould be to educate EPA personnel. The Institute should provide them w;tth data and v7ork in a .locical- controlled manner to arrive at any regulat;.ory results that are re.alistic and achievable. Hhile the uords 11Spoon' fe'edu "trrere. used the point ,,.,as made that information should be giVen ~!hich givi:{~ the cotnplete s.tory on asbestos in friction materials and thfs may no.t. ne:c~~_sarily be in the areas. that EPA is questioning. It ~ras. sugg'e~ted that ~-Tith the political :r-ealities in Uashint;;ton, that the Office of Toxi.c, Substances ~"ill do thei-r best to ban asbestos ,in friction ma,terials and probably in automotive disc brake r1aterials at fi-rst~ a. 'question was asked .as to hou the -Institute or its members could get EPA personnel attuned to our problems~ A suggestion v1as made that a tour of plan't facilities mieht be Horth,7hile as. a first step in the education process. Perhaps plant visits could be scheduled with members from the Northeast. QuestiOns ~rerc raised several times as to tlhether.a ban on asbestos in automotive disc brakes ~vas a foregone conclusion. It was suggested that if it is a foregone conclusion the Institute should try to control it or ph:<1se it in in a logical manner with .the least damage to the mel!lbers. This ~rould be a different approaCh. than opposing any such ban. '.lr. J\..rmstrong asked '-The.ther the Board of. Directors was in favor of these reBU].ations l"Thich 'may come from EPA. He a;sked lvhether an asbestos ban in friction materii:lls is inevitable. Perha~s. the Institute's approach' should be to fight these e.Xpected EPA regulatory initiatives. ~ir. Eardy indicated that it Has not automatic or a foregone conclusion that asbestos '-Tould be banned in friction materials. There are several questions and burdens of proof for lvhich the EPA must develop ansuers. (1) Is there an unreasonable risk to the health and environment from asbestos in friction naterials? (2) Can the risk be reduced by other measures than an outrir;!J.t ban? (3) Is this the least burdensome means of accomplishing Toxic Substances Control Act objectives? (4) Are the substitute naterials less adequate than the naterials they will be replacin3 from a safety viewpoint? There is doubt that medical evidence would support the ban on asbestos in friction materials. fle suggested that the EPA ~dll have a difficult time documenting such a ban. 21r. Ari!lStrong sue;gested that if the industry l-Ttshed to make strong onrosition to a ban it uould have to produce medical evidence to refute the unreasonable risk allegation. It ~ras indicated that there was no one at the meeting in favor of regulations to ban asbestos in friction. materials. It uas su~gested at the same time that for members, or the Institute, or others opposed to regulatory initiatives to ban asbestos in friction materials, that this did not in any uay prevent us from cooperating with the EPA. It uas stated that it: is important to keep channels of communication open. FMSI 04466 :r!]U'.'-':CS 0!' THE rr.:ETilJG OF T!":E BOAP.D OF Dlr:JCTO:r'.S -6- December 4, .1979 As re::;ards a ban, a question \~as asked regarding the final report of the United t.:ingdom Advisory Cor11!U.ttee on asbestos. This "trell docuVJented report sugeested lower exposure levels for chrysotile asbestos than th~t nou in use. It uas suggested that the standard he reduced from 2 fibers per mililiter to 1 fiber per mililiter. It suggested tighter exposure levels for amosite and essentially a ban on crocidolite. As the friction materials industry uses chrysotile asbestos only, it was pointed out that this approach could be considered in the United States. Essentially the suggestion is that where a ban may make sense for crocidolite asbestos, it does not reflect the scientific evidence 1~hen proposed for friction materials containing chrysotile asbestos. As re~ards the medical and clinical background for asbestos related disabilities, it 1~as stated that most of the important exposure and epide1llological data has been derived from exposures in Great Britain in the 193C's and 1940's, and in the shipyards in the United States during Uorld Har II. It has been acknolrledged many times over that these dosages t~ere extreme and that asbestos types other than chryao.tile had been used. It Has stated that the Feder~l regulatoyY authorities are relying extensively on this old data of high exposures and uncontrolled conditions for their noves in the asbestos area. The question l7as asked as to whether nenbers v employees actually have a prob leiJ uith asbestosis, lun.e cancer and other asbestos related diseases. Several nembers indicated that they are not aware of any probletnS. llovever, they do not have definitive ansuers that can be used to respond to the regulators. One member indicated that its enployees had 30 to 40 years exposure to asbestos in the ~~orkplace 'Orithout apparent disabilities beyond that r:hich t,7ould be expected in the general population. It l7as stated that even ~dth the medical histories that started in the early 1970's that there was not sufficient exposure data available ~mich uould be needed by a good epidemiologist. It was suggested that it woul.d be in the best interests of the Institute and its members if evidence could be produced on medical histories in our industry. There is a great need for studies on 1~~ level exposures. None are available but the information is needed. It was pointed out that the major concern of the EPA ~ras in the 3enera1 environment rather than in the Hork place. Low level exposures 0>7ould be typical of those for the brake repair ~lorker. Exposure levels in the factories might be con$iderably heavier than that for brake repair workers before the OSHA regulations. ~fuile medical survcilrance and records started at most locations in the 1970's there N'ere populations exposed for 20, 30 and 40 years earlier, under uncontrolled conditiona. Perhaps medical evidence on this population uould be of value. It ~\las stated, that before any ban on asbestos use in useful commerCial products such as friction materials takes place that there will be some testing of the claims that have been used by the EPA on the health effects of asbestos. It ''~'as stated that the Asbestos Information Association plans some lTork.-on risk assessment. Three questions were asked concerning medical and clinical data: (1) Is there medical data available? (2) Hould the members expose individual data to the Environmental Protection Agency? (3) Ohat is the existing level of medical information? FMSI 04467 HINUTES OF THE lEETING OF THE BOARD OF DIPZCTORS -7- December 4, 1979 The main thread running through tbe questions posed by the EPA concems substitutes for asbestos . rhere have been several articles in trade magazines conceming the re.p'lacement of asbestos. Hr. Guimond earliershowed the Secx;etary . an article from Automotive Indust~ies in llay 1979 which ~\fas headed "Age of Aspeatos on Vehicle Parte Ending. '1 This l7as based on information primar:ny sourced from Raybestos-i.Ianhattan. In aaddition, the EPA had letter from General 11otors in their docket concem- ing their progrm for non-asbestos friction materials for brake systems. In that l~tter, which _is a public doc~nt, it ln:is noted that General Hotors plans that all passenger car disc brake applications will use non-asbestos friction mat~rials by the 1983 model year. In addition it made proj~ctions on drum brakes for 1985, with work on light trucks ind heavy trucks to follow. ~is is the type of information that supports possible EPA plans to ban. ~:~sbestos in: automotive disc brake materials. It ~Ms stated that lV'hile this may be true for General I-1otors, on an original equipment basis, there would of necessity be a time lag.for the replacement market, for other domestic original equipment manufacturers, to say nothing of .the imported cars. A question 't-1as 'asked whether . current semi-metallic General :rotors disc brake linings use asbestos. It was stated tliat this wa$ not kfi()'(m, but that some Deico-lforaine :ads had indicated the use of non-asbestos materials~ Further,'it.'was stated that some of the semi-metallic materials used today have asbestos ~n the backing layer underneath the friction material. It ,.,as stated that the EPA uill have difficulty regulatine non-asbestos friction roateriais into some industrial applicatiOns. One Director indicated that there t-70uld be considerable difficulty in adapting a non-asbestos friction material to certain systems used in ov~rhead cranes. It ~1as indicated that, some of ~he materials that were used for replacing asbestos 'gere iron powder and copper powder. There is a gr~dng shortage of iron p()'(;roors a.-1d copper ponders used in .friction - materials. Another Direct6:t stated that there are many problems adapting . non-asbestos type materials to applications such as truck disc -brakes. It l':1'as indicated that some of the non-asbestos types had difficulty with cast iron rotors and that the brake package had to be almost completely redesi~ed to take steel rotors. It was sugsested that another difficulty might surface at .a later date and tl1:!,s, is the carcinogenic properties of the materials being used as substitut:;es for asbestos. Questions along these lines ~vere asked by EPA in their advanced notice of rule-making. However, in many cases the substitutes that are being used in non-asbestos friction materials are fibr9us. in nature. There has been a question raised concerning the pathogenicity of asbestos and l7hether it ~-las attributable to its fiber shape rather than its chemical make-up. If it should be developed that fiber str~cture is the problem, it may be that fiberglass and the metal fibers that are used as substitutes could act as carcinogens when inhaled. It is unlikely that the medical risks involved with fiber substitutes can be evaluated in the short terri. FMSI 04468 ~~li:Hfi'ES OF THE i;r;ETUlG OF THE BOA!'ill OF DHEGrOI/.S -8- December 4, 1979 It vas stated that anothe.:r questiOn that can have an inpact 't'JOuld be the fact that several matl.ufacturert;;. may not have the te$nology. to meet non-asbestos friction naterial requirements. Uhat uill be the. impact on each member's individual company?- Hhat time frames do they see? - Hhat costs tl)'ill they be asl;ed to expend to develop the technology? Hill certain compa11ies not be able to continue in the market? Hhat are the sizes of the companies that could be most seriously impacted by a ban? It was suggested that the size of a ~cqmpany might .be judged by the number of employees effected. It Has a;l.so suggested that the size r~ould be based on the number of pieces of friction.materials produced by a manufacturer. One D:l.rector indicated that at the present time there is a 'o1orlm<1ide shortage of tooling. In some cases it is not a case of having the funds to spend for the tooling but it is having the tool maker actually produce the tooling on any kind of schedule. For nost substitute materials, a comrlete re-tooling is called for. One Director stated that capacity in the industry is not adeql,late now.. If the impact of a ban twulcl be to cut capacity still. further. wh.ile manufacturers were. developing the technology there could be a s~r.ious ~apacity problem. One Director asked i f Ford ilotor .Company decided that it uan.1:ed to go tJith non-asbestos linings in 1981, w'here \'Tould production .ca~~a~ity come from? It is almost. certain that if a regulation enacting .a ban t,r,ent into effect. that certain companies would have to get out of the business, and there <:rould be a marked loss in capacity. It ~1/'as suggested that information co~cern.fng the size of the market and . the amount of asb~stos used Hotild be pertinent. Row biG is the market for asbestos.-conta:Lning friction materials? . How big is the market for automotive disc brake linings? There 't'lere questions alon,g this line raised in the advanced notice of pr~?osed rule-making. This information uould be released in any response marie to the EPA. It ~ras suggested that it may be important to know hou much asbestos is used in each of. the friction material type markets (disc brakes, drum brakes. blocks. clutch facings, etc.). Hcn.;r much asbestos uould be. removed from the environment by a ban on automotive d~sc brake linings containing asbestos? 1m. overriding concern ~7hen substitutes are discussed is the confidentiality or the pro';)rietary nature of that .information. Host of the information on substitute materials and substitute compounds is confidential. Even the new technol.ogy for handling the substitutes is considered proprietary. It l'7aS SUf',BeSted that any voluntary information that is passed on to the Environmental Protection Agency.might be subject to access by parties other than 'LPA. =~r. Hardy indicated that \-Thile there are safeguards for the infornation, they may not be as strong as they should be. Hhere the information .is subpoenaed or coerced from the provider there may be better protection of confidentiality. This concern for confidentiality cannot be overlooked when providing the EPA or other regulatory authorities information of a proprietary nature. On the subject concerning transfer of technology 0 the EPA questioned ~rhether a company would consider licensing of technology to manufacture non-asbestos 'brake pads. This obviously is aimed at the automotive disc brake question. The questions on licensins technology ~rould have to be answered by individual companies, and ~vhile the infor<c!lation may be routed through the Institute this may be a most difficult question for some members. FMSI 04469 i..~InUTES OF THE IlEETI!JG OF TliE BOA.'.{.i) OF DIP.ECTOllS -9- December 4, 1979 It was pointed out several tines that where th~ inforr:iation requested by EPA is not provided, that they do have the pm1er under the Toxi.c Substances Control Act to compel delivery of this information. As regards requestine the information from the i~mbership it was suggested that its Lealth and Environmental Affairs Committee or a Task Force review these questions.. It was suggested that in order to organiz~ a response there might be need for ne~" skills on the aealth' and Eb.viron,mental Affairs. Committee. It was suggested that Public ,Relatione! skill mieht be needed in presenting the Institute' fil problems to the EPA. It lYas suggested that a program be outlined as the Committee needs direction. Let the Committee review tlre request for information from EPA and add their .mm questions. Additional information should b.e p.rovided beyond that which has been requested by EPA. Any additional questions over those asked by EPA can be suggested by the Committee. It was suggested that the Committee, uhen preparing questions, ask that .inembers anfnorer every question and .that they indicate .their reason8 for not answering such as don't know, proprietary, or tlF! like. It ~as suggested that!t!he questions might be broken dolm into different categories of friction materials such_ as disc brake linin..,..s, drum brake linings, brake blocks, clutch facings, industrii:ll segments, etc. A Director indicated that while this may or may not be of value, this is a question that should be considered by the Committee when it makes its recommendations, A Director suggested that it Hould be wortln:Jhile if the Committee or a Task Force.meet with the EPA. In particular, he suggested that a group meet t~ith lir, Guimond and others in the Office of Toxic Substances ~1ho have direct responsibility for rule-mru~ing on asbestos friction materials. There could be an informal meeting i:Tith the EPA and an Instit.ute Task Force for clarification ofthe questions submitted by EPA... This would indicate that the Institute is anxious to cooperate and -it trrould be helpful if the EPA could be more definitive and specific on soae of the questions. In addition this ra.ay also buy some time where the members can . be ~-rorking on the questions and perhaps gathering some prelil!linary data. It uas stated that the 'questions asked are broad questions and they s4ould be more d~finitive or ask specifically what they are looking for. Hhile a meetins ic being ~JOrked out with the EPA; the members ~Tould be advised on uhat is gob.g on so they could start gathering information. It vTas suggested that any meeting mght best be held in the ~-Jashington area. Hr. Pigg suggested that it l!Tould be ~rell to have the meeting at the EPA offices. An Institute Task Force to -be organized by i1r. Armstrong could discuss the technical questions that are involved. They.could also get some input to those in the EPA responsible for regulations. In other <:ords, the meeting with the EPA might not just be for clarification of the questions but it could also be for raising issues and indication of industry problens with a ban. The questions to be anSl!Tered in response to the EPA request l'7ill depend upon the answers that the Task Force gets from EPL. Hr. Hoalli indicated that he would pursue this further uith llr. Armstrong, Chairman of the Health and Environmental Affairs Committee, to get the Task Force in operation. It 'ras agreed that the Institute uould continue uorkin8 uith the Asbestos Information Association and in particular ~rith its ad-hoc Committee. Correspondence Trould continue to be interchanged bet~11een associations. jJr. Pigg noted that the Asbestos Information Association has given presentotions to the EPA. One was on the consumption of asbestos and the other was on :nedical information as regards asbestos related disabilities. FMSI 04470 llli-JUTES OF THE ~.:EETiiW OF THE BOARD OF DIRECTORS -10- ~ecember 4, 1979 As indicated earlier, a question ~raq raised as to uhether the Institute should go to its llembershiT? with a program to answer questions submitted by EPA. The Imbership shou~d be informed as to what the Directors and the Cornr~ttce arc doing as regards asbestos in friction materials. It Has suggested that ~:1e advise the full :1enlbership as to the current high level of activity in the asbestos area. It v!as suggested that the 1krnbership be sent the same package of literature, letters and documents that ~rere distributed to the Directors at this meeting. It was noted that there should be a strong covering letter to the Uerobership. emphasizing hmv serious the EPA initiatives in the toxic substances control area r0:ally are. Also it was specifically noted that where the eleven questions frot1 EPA are forwarded there should be a note on the top of the. draft to the effect that the Institute and its Committee are revietifing these questions and ue hope to have them clarified and perhaps supplemented be.; fore ans~~ering. In other 'I'Tords, the memberseilould not take these questions and make direct replies to ~A until the questions have been clarified. In any fonTarding of daea to the members it ~-ms suggested that these eleven questions from EPA be put at the top of the pile, and indicate that the questions raised by EPA in the information gathering process are most important. Upon motion rluly made, seconded and unanimously passed, it ~~as; fffiSOLVED: That the Institute send members copies of all documents distributed at this Board of ~irectors lleeting relating to EPA initiatives in the toxic substances control area. The members should be advised that the Committee will be reviewing this with EPL and the questions may be further clarified or enlarged in order to develop a meaningful response. The members ~'1111 be asked to send whatever additional: i.nformation they feel uould be ap?ropriate .in replying to EPA. ~1hile these eleven questions should be sent to the members with. this package, they should be told that the questions are being re-phrased and they should not be answered at this time After the Task Force has contacted the EPA and the questions have been re-phrased or supplemented, the covering letter and questions should be referred to Counsel before bein8 mailed. Stll1l:IARY OF PLANS FOR IHSTITUTE P.ESPONSE The foll~~ing steps are to be taken in organizing a response to the EPA as regards their initiatives on asbestos in the friction materials area, 1. A complete file of the documents distributed to the Board of Directors T.fill be sent to the I:!embership. 2. The draft eleven questions prepared by EPA will be sent with this package, but it is suggested that replies not be made until these questions have been clarified with the EPA. 3. A Task Force uill meet >vith the EPA's Office of Toxic Substances to revieu and clarify the questions. ) FMSI 04471 HINUTES OF THE :13ETING OF THE BOA?~ OF DIRECTORS 11- December 4, 1979 4. The Health and. Environmental Affairs Committee ~Till review and recommend totording for the questions to be asked the Hembership. 5. The questions after revie"1 by Counsel Hill then be sent to the liembership for !"re;1aration of an Institute response. It is again suggested that in phrasing the questions that the Committee advise if the questions pertain to the broad range of f~iction products or to specific proc!uct lines. INSTITUTE P.ESPONSE TO EPA ON POPULATION EXPOSURE AND ~lOUTES, DURATION .Al"qD FREQUEU~ OF EXPOSUHE The Ecalth and :Snvironmental Affairs Cornnittee drafted a letter to the Environmental Protection P.rency concerning their suggestec regulations on asbestos. This response \vas. patterned after infornation gathered to refute an earlier IIT P.esearch. Institute report tYhich pointed at. asbestos friction materials as havin~ an extremely !'ligh population exposed at high eJt!losure rates. This document ~!as prepared by the Committee .and revised by the Chairman and was ready. for distribution to the EPA. The Directors stated that this letter to the EPA should first be revie'toJ"ed and approved by Counsel. Then uith Counsel revie\7 and possible revision of the letter, it nust be aryproved by 'the Board of Directors before release. FEDERAL AGriVITY - .'.SBESTOS HEALTP. fu\.ZARDS COllPEUSATIOH Acr Tl:~ Secretary advised that he had Hritten to Senator Gary Hart '1-7ho uas to be the sponsor in the Senate of an Asbestos Healt:h Hazards Compensation Act. I:t ~1es stated that the Femrick Bill as drmm up earlier ~1as dead. It was indicated that thia bill rras never given seious consideratioti from the onset but it l-7aS a stepping stone tO't7ards a practical compensation bill. Senator Hart's reply indicated that there was no action being taken on a Senate Dill at this time. ~i. Pif,g advised that he had just received a copy of some draft lesislation for a compensatiml act. H~ had only recieved this draft 'the day prior to our ~eeting. The recommendation of the Health and Environmental Affairs CommittGe l-7as that no action be taken on an asbestos health hazards cora;;>ensation 'act until the Committee was able to revie\'7 the content. ~1r. Pim; gave this draft to the Secretary ~.Yho mll send it to the Committee for their consideration and comments HEALTE AJ.lD EllVIP.Ol-lllEHTP.L AFFAIRS COUHITTEE REPORT Er. Armstrong, Chairman of the Health and Environmental Affairs Committee, reorganized this Co!lllllittee and expanded the ~ :enibership to inClude n~ members fron H.K. Porter Company, Thiokol and llutum. l!r. Armstrong indicated that there was no charter or direction for the Committee as such and that the Committee ~ias draft:ins a charter -v1hich he l'Tas now reviewing. The Committee recommended that with no knmm action in the area of an asbestos compensation act that no action should be taken at this time, The Cocimittee l-7i11 continue to monitor any activitY in 'this area. FMSI 04472 l'IilUTES OF TilE 1illETING OF TiiE BOARD OF DIRSCTORS -12- December 4, 1979 The Committee re.vie~-Tcd t!:le "Friction l!aterials ''lork Practices Guide" and a one page notice entitled 'P..ecommended Procedures for Reducing Asbestos Dust During Bra.lte Servicing. '1 This one page document appears in many of our catalogs and it was completely revised. As regards plans by the Occupational Safety and Health Administration, questions were asked as to c7here this standard is headed. L~r. Arl'lstrong indicated that based on soue te~~nical papers on past asbestos exposure and asbestosis levels in Great Britain, that there may be pressure to move the standard to 0.3 fibers per cc. In addition he ~-Tould expect other OSHA cha..,ges. Upon motion duly made, seconded and unanimously passed, it 1:-1as; asfillSOLVED: To acc~pt the report of the Heaith and Environmental Affairs Committee read. GENERAL l1EETING/PRESE1ITATION ON INSTITUTE AND P.EGULATORY ACTIVITIES RELATIUG TO ASBESTOS lir. ~Iessier suggested that a l'!embership meeting be called to go. over this high activity in the asbestos area prior to the June Heetings. It was suggested that rather than having a formal meeting vrith Delegates and ldternates uith marketing orientation that oombers be encouraged to send those interested to the :neeting. It >las also sur,gested that it could be 'o7orthThile to invite an i::PA representative to talk to the nembers. It was noted that any such ;:aeeting would have to come subsequent to the Task Force meeting with EPA and the. subsequent Committee meeting on the questions. A Task Force '-las or15anized to target the location and date for such a meet~ :i,ng. , ::essrs. Grcenen, Messier and Drislane volunteered to serve on the Task Force. It ':tas suer;ested that a Tuesday HOUld be the best day for a meeting and that if it was held in the iJortheast the meeting be scheduled for 10 A.~~. perferably at an airport location. It was sucgested that if the meeting T-7ere to be in February or l!arch that perhaps it might be better to hold the meeting in a central airport such as at Atlanta. If it uet'e to be held near the Atlanta airnort it was suggested that the meeting be scheduled for 1 P .E. o;;rhich "t-Tould give parties from many locations a chance to fly in during the morning. It was suggested that "t-Tithout ~nm1ins the number who will attend such a meeting it may be difficult to schedulP. airport locations for s1.1ch a meeting. The. Task Force will coordinate and discuss ?laos for such a meetinr, as regards time and location and report back to the Board of Directors. NOlHffii'l3Err FRICTIOH ~'ATEP.IALS :1ANUFACTUP..EP.S Prior to the meeting iir. Greenen noted thnt Krasne iianufacturing on the t1est Coast was back manufacturine friction materials. They had been purchasing slabs from Bendix from 'i7hi.ch they 't'Tere cutting pucks for imported car disc brakes. ::r. Greenen indicated that they are now manufacturing their mm pads and they are selling them under private label and through other distribution channels. He indicated that they \'lere using the F:1Sl numbers on these 'Products. Hr. !fessier 1 s Cot!ll)any has provided the slabs to I~rasne and he l1as not &-Tare that they were back in the manufacture of friction materials from basic ingredients. It was suggested that n letter be written to the Krasne :!anufacturinr; inviting their :rembership in the Institute. FMSI 04473 mNUTES OF TI"!E "2I:TlllG OF Tl:E BOAJID OF DIRECTO~G ~ecernber 4, 1979 A question was raised about Virginia Friction Products in Virginia run by the Carreras family. The Secretary indicated that he had uritten to lir. Bill ft..xlerod at Krasne over a year ago concerninp: nossible l!ember- ahip in the Institute. rre had also written to 1:r. Carreras of Virginia OneFriction Products. Ilo replies ~11ere received. of the problems l7ith the Virzinia Friction Products operation ~-ras discussed at the June 12, 1979 meeting. The Secretary at that time was directed to write. to Virginia Friction Products which he did. lle also called 1lr. Joe Goodreau at !!ideo in '~ddletmm, 'Connecticut concerning Virp;inia Friction Products. A question \-Tas asked as regards non-member use of copyrights and whether lack of enforcement of a copyright might be a path to loss of the copyright. Counsel indicated that he v7as not completely versed on cO"pyright. law but that he believed this to be so. The Secretary sup,gested that before he \-Jrites concerning Uembership in the Institute and copyright infringeuent that he have some evidence on these manufacturers' use of the E.ISI numbers. It was stated that the follotdng would be a ?rogram for corres~ondence and follmv-up: 1. Send a letter to the :Ninufacturer su3gesting Hembership and advising on use of the Institute's copyri~hts and trademarks. 2. After sufficient time has lapsed, write a follmq-u? letter and at the- ~.ame time vrite to. the Hembership asking -for an"}' evidence of that manufacturer's use of the Institute's copy~ights or trademarks. :;. 3. I~ evidence is available from the _,~J~rnbership on the use of the Institute's copyright~. ~d trademarks Hrite another follow-up letter. 4. If there has been no reply 'tc;> the follow-up letter (after proof has been provided) the question will be referred to Legal Counsel for his follotq-up. .IDENTIFICATIOU OF lillTALLIC TYPE LININGS . The Secretary indicated that at the June 1979 Board of Directors I'teeting they referred a question concernine metallic linings in Institute Catalogs to the Data Book and Technical Committeee. '1\:ro members had s~ggested that there be specific identification of semi-metallic or metallic type . linines in the Institute's catalogs. At the October 23, 1979 meeting of the Data Book and Technical Committee the Committee adopted a resolution against listine metallic type friction materials in the In~titute's Catalogs. They resolved that the original equipnent metallic or other formulation of friction materials not be shown in bulletins oT catalogs and supported that resolution with these five items: 1. iTetallic coJn!losition information is not readily available. Ori3inal Equipment manufacturers may consider this information privileged. 2. The Institute should not make recommendations or infer recommendations on formulations for brakes. FMSI 04474 iiiUUTI:S. OF '.:.':::;:~IEETING OF" TEE i30/J"J) UP DIRECTO~S December 4, 1979 3. There is a difficult:-,r :ith running chanp,es uhere nm::erial couposit:!.ons change durin: a. nodel year. 4. ~:w inclusion of such a chan:-o:e coul~ be t21c forerunner to listinr, other ty'>es of naterials such as fiberelaso, etc. 5 There are differences as re.::,ards the definitions of metallic linings. Jpon wotion ciuly made, seconded and unanimously ;:>assed, it Has: :-xsoLVED: That the Board of .Directors concurs \1ith the Data Book and .Technical Cot!ll:littee. .in .not shmdn;} metallic or other formulation of friction materials in ::l..ts bulletins or catalogs. M':..A Br..AKE SYSTE. s P 1STITUTE i'.EETING The Secretary advised that : :r. Sinon had invited him to address the APRA Is Brake SystE:tr\8 Inotitute at a rneetinr> scheduled at Fort Lauderdale, Florida on February 11. 1979. The Secretary indicated that he felt he needed the Boar<i's approval to attend such a meetinr;. ~r. <:imon ':vas as.ked ~That ''r. Drislane \Tould be asked to dis cuss. i~r. Simon indicated that it ~ould be involved >:-;ith erlge codinp. and identification on brake linings, activities of the Institute, &1d linins presentation in the catalogs. A question ~vhich had come up ~vith the lPHA concerned metallic linin~ listings in Institute Catalogs. There uas a question as to l7hether :1r. Drislane' s appeara::.ce at ti1is meeting l1ad any benefit to the Institute, and could it interfere 'ITith. the schedule of activities in the asbestos area over the >:linter mont~ts.. The President questioned the value of an expenditure for this trip. The Directors asked the President to l;'ork out a decision with the Secretary as regards his making a presentation to the APRA~ s Brake ~ystems Institute. ***** There beine no other business brought to the attention of the Board of Directors, Upon motion duly made, seconded and unanimously passed, .it t-1as; PESOLVED: To adjourn. i;dj ourned: 1:20 P.J!. FMSl 04475 FRICTION MATERIALS STAHDARDS INSTITUTE, INC., E-210 ROUTE 4, PARAMUS, N.J. 07652 lUNUTES OF MEETING of the BOARD OF UIRECTORS Hednesday, June 13, 1979 at 4:30PM at Ocean Reef Club, Key Largo, Florida Directors Present F. E. Iiessier, President R. R. Hoalli, Vice President R. L. Cutler H. Simon J ~~1. Greenen Stuart Comins G. A. Carrigan Others Present E. ll. Drislane, Secretary J. Z. Jackson, Counsel Bendix Corporation Automotive Aftermarket Operations Ra'yb'estos-Manhattan, Inc. RH International Abex Corporation Friction Products Group Brassbestos Manufacturing Corporation Uuturn Corporation P. T. Brake Lining Company, Inc. S. K. vJellman Corporation Friction Haterials Standards Institute, Inc. Robert P. Gorman, Esquire Mr. }~ssier, acting as Chairman, opened the meeting at 4:30PM. ELECTION OF OFFICERS Mr. Iressier, President, called for nominations for the office of President. ' Mr. Greenen presented the name of Mr. Ronald R. Moalli 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'. l-1hereupon the Secretary ~~as instructed to cast one ballot for the election of Mr. Ronald R. l-1oalli as President. The Secretary advised that the ballot had been cast. ~fr. }lessier called for nominations for the office of Vice President. 11r. Ronald L. Cutler was nominated and aeconded for the office of Vice President. FMSI 04476 Hinutes of the Board of Directors Heeting -2- June 13, 1979 Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the nominations for the office of Vice President be closed. 1~ereupon the Secretary was directed to cast one ballot for the election of Hr. Ronald L. Cutler as Vice President. The Secretary advised that the ballot had been cast. For office of Treasurer, the name of Mr. ~Ulliarn. F. Hessier, of the Bendix Corporation, Friction Materials Division was presented and seconded. Upon motion duly made, seconded and unanimously passed, it was P~SOLVED: That the nominations for the office of Treasurer be closed. Hhereupon the Secretary liAS directed to cast one ballot for the election of Mr. William F. ~~~ssier as Treasurer. The Secretary advised that he had cast such ballot. For the office of Secretary, the name of Hr. Edward H. Drislane 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 Hr. Edward H. Drislane as Secretary. The Secretary advised that the ballot had been cast. Whereupon the follm~ing persons are duly elected as offices of the Institute for the ensuing year: Ronald R. lloalli Ronald L. Cutler - William F. Hessier Edward H. Drislane - President Vice President Treasurer Secretary RETENTION OF COUNSEL Mr. Messier advised that according to Article VI 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 the Lal., firm of Robert P. Gorman be retained as Counsel for the ensuing year. FMSI 04477 Hinutes of the Board of Directors Heeting -3- June 13, 1979 RETENTIOn OF AUDITORS The Chairman, on recommendation .of the Secretary, suggested 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 ensuing year. BUDGET - JULY 1, 1979 THROUGH JUNE 30, 1980 The Chairman advised the meeting that the budget presented to the Annual l1eeting and increased by $600 for Miss Duschek' s pension had been adopted by the Uembership. Upon motion duly made, seconded and unanimously passed, it was RESOLVED That a budget of $96,410 for the fiscal year starting July 1, 1979 be accepted FEE FO~ruLA - JULY 1, 1979 to JUNE 30, 1980 The meeting was advised that the outgoing Board of Directors had voted increases in the fee formula for the fiscal year starting July 1, 1979. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the annual fee for the Active Members for the fiscal year starting July 1, 1979 be a basic rate $1,150 and $700 for each category in which engaged; for the indivdual Regional Member $1,450; for trade groups holding Regional Membership $2,400 and Licensees $550. LEGAL COUNSEL REPORTS !1r. Jackson distributed copies of his letter concerning recall procedures available to the Department of Transportation in the event of a recall of motor vehicle brake linings. This had been re_quested after Counsel's advice that our industry was not subject to the recall procedures of the Consumer Product Safety Act. For reference, there is letter of John Z. Jackson to Edward W. Drislane of June 12, 1979. Also, Counsel advised that an agreement had been drafted to establish a trust for payment of Miss Duschek's pension. This vas in line with the Directors' resolution at ~he June 1978 meeting. As a 10% increase was voted in this pension on June 12, 1979, Counsel will re-draft the Trust Agreement and it will then be sent to the Directors for review and their approval. FMSI 04478 Uinutes of the !3oard of Directors Heeting -4- June 13, 1979 NOMINATIOlJ. PROCEDURES The Directors discussed procedures for nominating directors and officers. Several suggestions were made to ?ermit members to either participate more fully in the nominating procedure or to be kept advised of nominating plans It was recommended that before the Annual Meeting the Secretary advise the Membership on (1) The Board meke-up i?rior to the meeting; (2) The names of the Board Uembers t~hose terms will be expiring at the June 30 then ending, and (3) The names of those whom the tTo!'linating Committee 1iT111 propose for election to the Board.of Directors at the June meeting. Upon motion duly made, seconded and unanimously passed, it l-7as RESOLVED: That the Secretary will advise the Membership concerning the nominating Comnittee plans for the June meeting when requesting reservations from the liembers for the meeting. MEETING OF THE BOARD OJ:' DIRECTORS The Board of Directors has directed the Asbestos Study Committee to m&~e recommendations to the Board as regards our Institute's position and plans for action on (1) Response to the EPA's Office of Toxic Substances plans for asbestos in friction materials and (2) The draft legislation for an "Asbestos Health Hazards Compensation Act." When the Committee has reported to the Board, the President may then call a special Board of Directors meeting. Ho date or location has been set for such a meeting. 1980 AN1~UAL MEETING Upon notion duly made, seconded and unanimously passed, it was RESOLVED: That affirming the out going Board of Directors decision at the June 12, 1979 meeting, the annual Board.of Directors and Membership meeting be held at the Homestead, Hot Springs, Virginia in June 1900. * * :~ * * No futher business was broueht to the attention of the Directors. Upon motion duly made, seconded and unanimously passed, it was 'RESOLVED: To Adjourn Adjourned at 5:00PM E. W. Drislane Secretary FMSI 04479 FP..ICTIOH I:ATEP.IJI.LS STANDiiJwS I~lSTITUTE, INC., E-210 ROUTE 4, PAr..AtiUS, N.J. 07652 L.:I:JT.ITES OF 3: Ji:ETUJG of the BOk~ OF DIF~CTO~S Uednesday, June 25, 1978 at 4~30Pi.l at Camelback Inn, Scottsdale, Arizona Jirectors Present F. E. :lessier, President ..~. E. iroalli, Vice. President ~. L. Cutler U. Simon J vl. Greenen G. A. Carriean Bendix Co~oration Automotive Aftermarket Operations r~ybestos~lanhattan, Inc. ill! International L\bex Corporation Friction Products Group Brassbestos ~Ianufacturing Corporation Uuturn Corporation s. K. Wellman Corporation Director Absent 3tuart Comins Auto Friction Corporation Officers Present :~. P. Gorman, Legal CotAnsel E. l>T. jrislane, Secretary Gorman & Cole Friction l:faterials Standards Institute, Inc. ***** ~:.r. Hessier, acting as Chairman, opened the meeting at 4:30PH. ELECTION OF OFFICERS ~.~r. _iessier, President, asked :.~r. J. \1. Greenen to act as temporary chairman for the meeting. i.lr. Greenen called for nominations for the office of President. l1r. Franc-io .t:: i.~essier vs name ~as presented and seconded for the office of President. Upon notion duly made, seconded and unanimously passed, it was P~SOLVED: That the nominations for the office of President be closed. '!hereupon the Secretary r,ras instructed to cast one ballot for the election of ~lr. Francis E. !Iessier as President. The Secretary advised that the ballot had been cast rr. Greenen called for nominations for the office of Vice President. Hr. Ronald r.. l:.oalli l~as nominated and seconded for the office of Vice President. FMS\ 04480 :anutes of the Board of Directors i.~eeting -2.;. June 28, 1978 Upon motion duly made, secouded ar1C. unaninously passed. it :1-1as aESOLVED: That the nominations for the office of Vice President be closed. Hhereupon t!.le Secretary \Tas directed to cast one ballot for the election of :Ir. 4onald ~.:. :.:Calli as Vice President. The Secretary advised that the ballot had been cast. For office of Treasurer~ the name of !~r. Hilliam :lessier, of the Bendix Corporation, Friction J.laterials Division was presented and seconded. Upon motion duly made, seconded and unanimously passed. it uas RESOLVED: That the nominations for the office of Treasurer be closed. Hhereupon the Secretary t-Tas directed to cast one ballot for the election of Hr. Hilliam :.:easier as Treasurer. The Secretary advised that he had cast such ballot. For the office of Secretary, the name of ~.1r. Ed't-1ard U. Drislane t-1as presented and seconded. Upon motion duly made, seconded and unanimously passed, it was JmSOLVED: That the nominations for the office of Secretary be closed. ~Jhereupon the Secretary uas instructed to cast one ballot for the election of ~.!.r. Edv1ard Jrislane as Secretary. The Secretary advised that the ballot had been cast. \.Jhereupon the following persona are duly elected as officers of the Institute for the ensuing year: Francis E. ~:::easier - President ::'.onald R. l!oalli - Vice President ~Yillian :.:easier - Treasurer Edward :lrislane - Secretary r;E'I:E;.-ITI02'l OF COUUSEL ~!r. Greenen continued as acting Chairman of the meeting. He advised that according to Article VI of the By-laws, at each annual meeting legal counsel shall be retained for the ensuing year. Upon notion duly made, seconded and unanimously passed, it was ~1ESOLVED: That the Law firm of Gorman & Cole be retained as Counsel for the easuing year. ....... ) FMSI 04481 H:l.nutes of the Board of Directors Lieeting -3- Jwe 28, 1978 ~~TENTION OF AUDITORS The Chairman, on recommendation of t~e Secretary, suggested the retention of auditors for the ensuing year. Upon motion duly made, seconded and unanimously p~ssed it was P.ESOLVED: That l1arshall Granger & Co., Certified Public AccO\Ultants, be retained as auditors for the ensuing year. BUDGET - JULY 1, 1978 THROUGH JU"dE 30, 1979 The Chairman advised the meeting that the budget, as presented to the Annual i.ieeting had been adopted by the tlembership. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That a budget of $91,250 for the fiscal year starting July 1, 1978 be accepted. FEE FOBHULA - JULY 1, 1978 to JUHE 30, 1979 '.i'he meeting lias advised that the Uembership had been advised of the fee formula proposed for the fiscal year starting July 1, 1978. Upon motioc. duly made, seconded and unanimously passed, it was f\ESOLVED: That the annual fee for the Active llembers for the fiscal year starting July 11 1978 be a basic rate of $1,050 and $650 for each category in which engaged; for the individual Regional i!ember $1,300; for trade groups holding Regional l!eobership $2,200 and Li~es $500. DA'l'E AND LOCATION OF NE.'.liT BOARD ilEETil-JG. The Directors stated that the next meeting may be held in the early Fall of 1978 t7hen the Asbestos Study Committee has reviewed and made recommendations on a 11Work Practices Booklet.a Until such action is taken, the meetin8 cannot be scheduled. 1979 AilNUAL UEETIHG Upon notion duly made, seconded and unanimously passQd. it was imSOLV!:Ji,J: 'mst, .::.ff'kt.d.o1_; th,;; out1.l()jo.o:_; Iloi:l11d of D:f.rGC/tl.Orn ducioion nt the June 27, 1978 meetinc, the annual :Uoarc1 of Directors and :.2ubership meetings be held at Ocean l(.ee Club, Key Largo, Florida, during the ~Jcel~ of June 11. 1979. FMSI 04482 Llinutes of the Board of Directors ileeting -4- June 28. 1978 i1o futi.1er business vas brought to the attention of the meeting. Upon motion duly :'lade, seconded and unanimously passed, it >?as l.~SOLVED: To Adjourn Adjourned at 4:50Pll E.H. Drislane Secretary ) FMSI 04483 FRICTION MAXERIALS STANDARDS INSTITUTE, INC., E-210 ROUTE #4, PARAMUS, N.J., 07652 MINUTES OF MEETING of the BOARD OF DIHECTORS Tuesday, June 27, 1978, at 8:30A.M. at Camelback Inn, Scottsdale, Arizona DIRECTORS PRESENT R. L. Cutler W. Simon J. w. Greenen R. R. Moalli, Vice President G. A. Carrigan Abex Corporation Brassbestos Manufacturing Corp. Nuturn Corporation Raybestos-Manhattan, Inc. S. K. Wellman Corporation DIRECTORS ABSENT E. R. Zacharias w. M. Sleeth Carlisle Corporation Lear-Siegler, Inc. OFFICERS PRESENT F. E. Messier, President w. F. Messier, Treasu~r R. P. Gorman, Counsel E. w. Drislane, Secretary Bendix Corporation Bendix Corporation Gorman & Cole Friction Materials Standards Institute Mr. Messier, President, called the Meeting to order at 8:30 A.M. MINUTES OF PREVIOUS MEETINGS The Minutes of the Meetings held June 21, 22, 1977 had been distributed. No corrections were suggE!sted. Upon motion duly made, seconded, and unanimously passed, it was; RESOLVED: That the Minutes of the June 21-22, 1977 Meetings be accepted as written. The Secretary advised that in these minutes his salary change effective July 1, 1977 ~..as not noted. This change was covered by a letter from the President to the Secretary subsequent to the Board of Directors lfuetings. The Directors indicated that future salary changes will be handled by letter by the President of the Institute. FMSI 04484 Uinutes of the i:.:.eeting of the Board of Directors -2- June 27, 1978 PRESIDENT'S REPORT llr. Francis E. Hessier, President, read from his prepared report. Please refer to Exhibit 1. He mentioned the regulatory atmosphere in which the industry works, and changes to strengthen the Institute's \sbestos Study Committee. The President noted the continued favorable financial results for the Institute, Uembership changes, the Institute's continued liaison with the federation of European iianufacturers of Friction i.Iaterials, our applications for trademark registration of FUS and PUSI, and the new schedule of the annual meeting with a reception for the Uembership. In addition, Hr. 11essier mentioned the recently completed history of the FUSI and preliminary copies t7ere distributed. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To ~cept the President's report as written. HEHBERSHIP COl~1ITTEE REPORT i!r. Gordon A. Carrigan, Chairman of the i.1embership Committee submitted the report for the 1977-78 fiscal year. Pleae refer to Exhibit 2. In this report, l1r. Carrigan noted that we lost one Active Hember (Hayes-Albion) but gained one Regional ltember (Don International). It was also noted that Implementos i.tetalicos Lara S.A. of Baraquisimeto, Venezuela joined as a Licensee. In addition to i:lembership transfers for Nutum and Lear-Siegler, Ur. Carrigan advised that the Institute had been negotiating on a possible l'.egional Uembership application by Borg & Beck de Mexico S.A., of Hexico. Upon motion duly made, seconded and unanimously passed, it was; P..ESOLVED: To accept the report of the Hembership Committee as written. At this time the Directors discussed various.friction materials manufacturers who might possibly become members of the Institute. In particular, a question was asked about Borg & Beck de Hexico, and the Secretary indicated that he had correspondence with them about possible Rer;ional Uembership. Borg & Beck de iiexico is a subs1diary of Borg 'Harner Corporation in the United States. The Secretary indicated that he expected their application for Regional ~1embership. A question was asked about National Friction Products in Logansport, Indiana. The Secretary indicated that he had written to National Friction in the past. l~ational Friction is a subsidiary of the KelseyHayes Corporation. A Director questioned lqhether National was using the FUS and FJ:1SI numbers. The Secretary indicated that to his knot~ledge they were not marketing their products in the replacement market using those numbers. The Secretary was asked about SAK Enterprises in Miami, Florida. The Secretary indicated that he had written to SAK based on literature showing their use of FL1S and FUSI numbers. In response to correspondence FMSI 04485 liinutes of the l'leeting of the Board of ~irectors -3- June 27, 1978 SAK indicated that they were purchasing lining from Foru~, an Italian manufacturer. FORHA wrote advising that SAK would discontinue use of the Fi.1SI numbers. FOPJ!A inquired about menbership but took no action. A question \'Tas asked concernine Virginia Friction Products ~~hich was run by one of the Carreras family. Hr. Lou Carreras had been the organizer and delegate from Forcee 11anufacturing Corporation which had been acquired by Safeguard Automotive Corporation. Virginia Friction Products is apparently manufacturing its ~nl breke lining in Tappahannock, Virginia) and the Secretary was instructed to. contact Vireinia Friction Products concerning possible membership in the Institute. In response to a question it was.noted that Safeguard Automotive Corporation uhich purchased the assets of Forcee, is a member of the Institute. The Secretary advised that he had written to Akebono in Japan asking if they were marketing clutch facings in the United States, and if so that their dues ~7ould have to be the same as for an Active liember. This would indicate an Active ~1ember with one category--clutch facings. The Akebono dues Qight be increased from $1300 to $1700 a year,_ based on one category filing fee, The Secretary asked, since he had not received any reply to his April correspondence~ i f the fee could be increased to the new level. The Directors indicated that the Secretary should follow-up ~rith another letter to Akebono to get an answer to the April letter. A Director asked about the Friction Materials Corporation, the Israel Regional 1ember. The Secretary advised that they were paying one category for marketing clutch facings in the United States. A director .indicated that the Interfriction Corporation was also participating in brake linings and brake blocks. The Secretary indicated that Interfriction is a name with which Friction Uaterials Corporation is marketing their products in the United States. The Secretary ~ras advised that Friction lfaterials Corporation should be reporting in three categories. A Director asked whether the Institute had any information concerning Horld Auto Parts. !t was stated that lTorld Auto Parts is a Buffalo company which sells foreign shoes using the FUSI numb~rs. It was asked ~rhether ~Jorld Auto Parts ~.ras selling used or neu shoes. There was a question as to what could be done if Horld Auto Parts were selling used shoes using FHSI numbers. The Institute normally requires that a. Licensee be a manufacturer of new shoes. If Horld Auto Parts purchases new shoes from members and recycles used. shoes, there is a question as to vhether they would be eligible for Licensee Membership . The Directors were asked to send information to the Institute concerning the Horld Auto Parts operation. Another Director said that a forme:.;: Licensee, Grinnell, is still in the steel business and may be using the Fi1SI numbers. It was suggested that they should be checked out to see if they are using the ~ffii numbers. It was alsp indicated that Toledo Pressed Steel, a steel brake shoe supplier to :.:<'ord llotor CompGn~" m.:1y be !:la.rkcting steel using the FtlSI numbers. It was suggested toat if anyone. had information on Toledo Pressed Steel showing their usc of the fl1SI numbers, this information should be sent to the Institute Office. L 0j_rector suggested that the Jienbers should be asked to contact their. 1.'urchasin:; Departments to see if others are marketing shoes using the F!'iSI !lumbers. By making an audit in the Purchasing Department on the availability of steel shoes, perhaps additional leads could be made for Licensee ~1embership applications. FMSI 04486 Hinutes of the lle.eting of the Board of Directors -4- June 27, 1978 ilr. ~-Tilliam F. l1essier of the Bendix Corporation t-Tas elected Treasurer at the June 1976 l!eeting. This was i1r. Hessierts first Annual Heeting and hi!. uas introduced by the Secretary, Please rcf~r to E:!::hibit 3. ~Ir. i.Iessier reported on the financial activities of the Institute for the fiscal year July 1, 1977-June 30, 1978. It was noted at the outset that this report had to be prepared based on information available as of April 30, 1978 and projections were then made to the June 30, 1978 year end. The Treasurer referred to balance sheet and income statement exhibits and indicated that income in excess of $7,100 over expenses is projected for the 1977-78 year. The excess of income over expenses is attributed to almost $13,000 of interest income which more than made up an operating deficit. The Treasurer referred to significant variances in the expense budget. In addition to the balance sheet and income statement exhibits, the Treasurer appended a ten year financial summary showing 8 prioryear's figures projected for the 1977-78 year along with preliminary budget figures for 1978-79. Of significance is the fact that the annual fee schedule has been held constant since 1971-72. Counselwas asked concerning the accumulated capital and surplus in the years for the Institute. Counsel indicated that there would be no difficulty with the accumulated surplus if that figure was not in excess of 2-1/2 times the budget for the year. t-7ith capital and surplus figured in excess of $170,00 at June 30, 1978, and an annual expense budget of about $90,000 there should be no difficulty with this accumulation of surplus. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To accept the Treasurer's report as written. The Secretary at this point advised of some difficulty with collection of receivables. He noted that Hayes-Albion Corporation indicated their intent to withdraw from the Institute in January 1978. The Secretary wrote to Hayes-Albion Corporation indicating that the Annual fee for the full fiscal year (July 1, 1977-June 30, 1978) t~as due. ilo answer was received from Hayes-Albion. The Secretary talked with Hr. Ernie Rysso who indicated that the Brake Division had closed, and he suggested that a further contact be made with Hayes-Albion. The Secretary wrote again to Hayes-Albion concerning the fee conditions in the Constitution and By-Lal.rs ~ and that a member could withdral~ only upon payment of the annual fee for the full year. Uo reply was received from Hayes-Albion Corporation. The Secretary asked for guidance as to what action he should take as regards pursuit of this collection. i'lr. Cutler indicated that he would contact Hayes-Albion Corporation concerning this billing. The Secretary handed llr. Cutler copies of correspondence he had with Hayes-Albion concerning their withdrawal from the Institute and the annual f~. FMSI 04487 t.:inutes of the Heeting of the Iloard of :Jirectora -5-. June 27, 1978 INVESTHENT ADVISORY . COI>li:1ITTE't REPORT Ilr. Simon, Chait'lilan of the Investment Advisocy Committee, presented this report. In summary it indicated that the Institute's funds were primarily deposited in the 7-1/2% bank time deposits. It was stated that interest income for 1977-78 would run about. $12,850, up from the $12,200 earned in the prior year. The Chairman indicated that there now are short term federal obligations available with interest rates i~ excess of 8%. He suggest~d that the Institute consider investing funds in thee~ treasuries. The: Secretaey . . indicated that there t\fas a $25,000 time deposit d~ about December 1, 1978 and this might be one of the first time deposits ready for investment in treasuries. It was suggested th;:at any investment in treasurles be in short to . medium term obligations as long term treasuries will be. au,bject to more pri_ce variation because of interest rate t.hangas. Thu Inatitut0 tlill ,cQnsidar treasury obligations as time deposits lllature. At this po~n.t'.thez;e was a discussion concerning inv~stments for the pension fund nccounts . The discussion and actions taken in this area are discussed wder the heading 11INSTITUTE PENSIOU FUNDS. 11 .Upon motion duly made, seconded and unenimously passed, it w~s; . RESOL~D.: To accept the Investment .{ulvisory Co~ttee . report as written. BUDGET C0~1ITTEE REPORT l!r. D. J. Olgilvie is Chairman of the Budget Committee. The details on his report were preparedfTom data available in the Institute Office. The Secretary read the Budget Committee Report. Please refer to Exhibit s. In summary~ the Committee ,recollllllE!nded an expense buqget increase of slightly over 3% for a total expense budget of $91,250. Budget items were detailed item by item. The most significant items in the budget uare salaries, pension, rent and legal expense. As these items control over 80% of the budget, there is not muCh that can be controlled by variations in other expense items. A Director comment.ed on the good expense control over the past several years and the constancy of fee structure. It ~~as indicated that it would be difficult to maintain these relatively modest budget increases in the future because of severe inflationary pressures that evecyone is confronted with. It is expected that costs can be expected to continue upward. Upon motion duly made, seconded and unanimously passed, it was; P~SOLVED: To accept the report of the Budget Committee as written. FMSI 04488 i!'dnutes of the Ueeting of the Board of Directors -6- June 27, 1978 FEE FORi:iULA COlfr'!ITTEE REPORT l:Ir. v1. U. Sleeth of Lear-Siegler Corporation had served as Chairman of the Fee Fo1'mtlla Committee. Hr. Sleeth is no longer with the Lear-Siegler Corporation. The Secretary stated that he had sent information for the fee formula to Ur. Sleeth in tiay. He had not received any comment or corrections concerning the report, so he read the report as the Committee Chairman's report. Please refer to Exhibit 6. 1 It was indicated that there would be 18 Active Members in 1978-79 with 36 category declarations to project $42,300 of annual income based on the prior year fee schedule. In addition, there were 18 Regional Uembers projecting income of $28,900 and 11 Licensees projecting $5,500 in income. This would be a total projected annual income, from last year's fee structure, of $76,700. Based on a interest income of near $14;000 this would project total income of about $90,700. When compared to a preliminary expense budget of $91,250, this fee schedule would project a small deficit for the 1978-79 fiscal year. A comment ~.,as made in the Fee Formula Committee Report concerning the fact that the new unlined shoe category now produces but one declaration for fee formula purposes. The Committee recommended that the fee formUla for the 1978-79 fiscal year remain unchanged from that used in the prior year. This would be: Active Hembers $1,050 basic fee plus $650 per category, Regional I4embers $1~300 basic fee per year, with Associations at $2,200 per year. Those with u.s. copyright privileges would have the same fee schedule as Active Hembers. Licensees would be $500 per year. Because of the lack of a Chairman for the Fee Formula Committee it was suggested that. the President comment. The report and the recommendations on fee structure were revie-wed. The President stated that he did not feel that there was need to make a change in the fee formula from that recommended by the Committee. Upon motion duly made, seci:lncle,d and unanimously passed; it was; IillSOLVED: That the fee formula for 1978-79 be continued as it was in the past fiscal year. Active !-!embers: Basic fee $1,050, per category $650 Regional Hembers: Individual $1300, Association $2200 Those with U.S. copyright privileges same fee as Active Hembers. Licensee: $500 Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To accept the report of the Fee Formula Committee as read. ' FMSI 04489 Hinutes of the l1eeting of the Board of Directors -7- June 27, i978 PUBLIC ~ELATIONS C01:&1ItTEE REPORT i:ir. E. R. Rysso of the Hayes-Albion Corporation served as Chairman of the Public Relations Committee~ Due to the Hayes-Albion '~ithdr~1al from the Institute, the Secretary prepared the Public Relations Committee report. Please refer to Exhibit 12. It was indicated that the Institute press release on the selection of Officers at the June 1977 Meeting had been published by several trad~ publications. In addition, it was noted that the Institute's release concerning "Recommended Procedures for Reducing Asbestos Dust During . Brake Servicing! had been used by the trade press as a basis for articles concerning brake servicins, subsequent to the June 1977 Heeting. Upon motion duly made, seconded and unanimously passed~ it ,.1as; RESOLVED: To accept the report of the Public Relations Committee as "~>rritten. HISTORY OF TilE INSTITUTE The President advised that he had assigned Hr. Drislane the task of preparing a history of the Institute. This l'las referred to in the President' a report. The Secretary distributed copies of the History to the Directors. The copies distributed had been printed on the Office stencil machine. The Institute had recently contracted with a local printer for the printing of a more professional booklet. The Institute atte~pted to develop historical background at the time the Institute uas formed, and referred to individuals l~ho had been leaders il;l activities of the Institute. Tuo Directors commented that this appeared to be a ~ost interesting booklet, and they asked as to the Institute's plans for distribution. It tqas stated that additional copies of the History would be available to members upon request. In the meanwhile, the Institute would send copies to all Delegates and Alternates, Committee Chairmen ari.d tl1ose active in the Institute. It was expected that the finished copies from the printer would be available for distribution in early July. It was suggested that copies be sent to individuals who were active in the Institute but whose companies are no longer members. In psrticular Hr. Al Bette and Hr. Frank Gatke were mentioned . The Se~retary was directed to send copies to those who might not othen1ise receive copies from member companies. OtherWise, members can request additional copies from the Office for their distribution to retirees and others. The Institute could mail these directly to the individuals, or send them to the member for its own distribution. It was indicated that 500 copies were being printed, and there would be no problem in providing a dozen or so copies to each member upon request. This llould be in addition to a general mailing to be made as soon as copies are available. FMS\ 04490 iiinutea of the Heeting of the Board of Directors -8- June 27, 1978 ANNUAL 11EETING COlRliTTEE REPORT i.Ir. F. Uilliam Barton, Chairman of the Annual i:!eeting Committee prepared a report with recommendations for the June 1979 :reeting. Please refer to Exhibit 14. i.l:r. Barton's report noted that the Committee's recommendations at the June 1977 l1eettng had been rejected, and the Committee was asked to consider Tammarron in Durango, Colorado and Ocean Reef in Key Largo~ Florida. The Committee reviewed several areas and made an enthusiastic endorsement of the Ocean Reef Club in Key Largo, Florida for the June 1979 ileeting. The Secretary was questioned as to alternates to Ocean Reef. Among those recollll!lended by the Chairmen i'lere the Boca Raton Hotel & Club in :Boca Raton, Florida and the Doral Golf & Country Club in Uiami, Florida. Several Directors indicated that Ocean Beef appeared to be a good recommendation. A question was asked about the Tammarron recommendation made by the Board of Directors at the June 1977 11eeting. The Secretary indicated that in the Committee Chairman's report he specifically considered Tammarron. It was felt that the 7600 1 elevation at Tammarron would be a major drawback because of discomfort among several members when the meeting was held at similar elevations in Vail, Colorado. The Committee specifically did not reconmend Tammarron. One alternate site \1'as the Homestead in Hot Springs, Virginia. In response to question, it was indicated that a major difficul.ty .with the Homestead was the fact that it was a significant distance from the Roanoke Airport. The Secretary indicated that he t~as able to block three weeks in June 1979 at the Homestead, as a possible alternate source for the l'feeting. Several Directors favored the Ocean Reef Club in Key Largo, Florida. The Institute had bloCked the week of June 11, 1979 at I<ey Largo. It was stated that this appeared to be satisfactory as there was a possibility that the loTeek of June 18 would conflict with Truck \-leek 1979. It lias suggested that the Institute make arrangements with Ocean Reef for the week of June 11, 1979. Upon motion duly made, seconded and unanimously passed, it was; P.ESOLVED: That Ocean Reef Club, l'"..ey Largo, Florida be selected as the site for the Institute's 1979 l~eting on the week of June 11, 1979, and that the Homestead, Hot Springs, Virginia, be selected as an alternate site should there be difficulty in arrangements with Ocean Pef. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To accept the report of the Annual i:teeting Committee as written. FMSI 04491 Minutes of the Heeting of the Board of Directors -9- June 27, 1978 STRUCTURE OF ANtroAL UEETING By "structure" of the Annual ~ieeting, it was indicated that this Annual i.ieeting had been restru~tured primarily \'lith a reception for the llembership on the Tuesday night of meeting week. In past years, there had been a receptiOl\ .for the Board of Directors on Honday night, with a General 2!embership banquet on lvednesday evening. The addition of the Tuesday night reception t'las recommended by the President. It tfas felt that some other activity rather than just a Hembership banquet would be appropriate. Depending upon the type of meeting place, the President suggested that an informal: reception be con.sidered. In addition, the President recommended that breakfast be served prior to the Board of Directors meeting cin Tuesday morning. The Tuesday breakfast and the Tuesday night reception for the Uembership tfere initiated at this June 1978 lfeeting. This reception tfould be primarily an open bar uith hors d' oeuvres. At Camelback we also arranged gaming tables with piay money and prizes to help the riembership meet with one another. It was decided also that the formal banquet, tfhich had been a regular part of activities for the past several years, be continued on Hednesday l'l'ith the usual reception for the l1embers before the banquet. The two new items at the June 1978 lLeeting are the breakfast preceeding the Board of Directors l:Ieeting and the reception for the Hembership on Tuesday evening. It was stated that a resolution was not necessary and that this change in structure of the meeting be incorporated in future years. HISTORICAL SALES REPORTIUG The Secretary reported on the historical sales reporting program through calendar 1977. There had been no change in reporting details since the June 1975 resolution that the annual feport list the Members reporting in each of.the four categories in the full year report only. Iu reporting for the other three quarters the accountants report only the names of the Hembers who report, Without regard to category. Participation includes most Active Uembers and two Regional lofembers: Don International of Great Britain and. Friction Uaterials Corporation of Israel~ In response to a question, Re3ional Members who ace paying the dues level of Active i>iembers are requested and permitted to participate in the Historical Sales Program. However, most Regional l1embers have not participated. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To accept the report on the Historical Sales Reporting as written. FEDERATION OF EUROPEAli .ANUFACTUP.ERS OF FRICTION 11ATERIALS (FEHFM) In accordance with resolutions at the June 1976 Board of Directors l1eeting the Institute and the FEHFM have maintained contact tdth one another. The Secretary of the FMSI and the secretary of the FEl!FM attend each . othl'!r s Annual Heetings. FMSI 04492 i'.iinutes of the Heeting of the Board of Directors -10- June 27, 1978 l>lr. Drislane reported that he had received a letter from lir. Robert Join, Secretary of the FEl:!Fr:i. By letter dated 7 June 1978 Hr. Join indicated that he would be unable to attend the June 1978 l1eeting of the FHSI. The Secretary read Hr. Join 1 s letter. The Secretary reported on his attendance at the meeting of the FEl~1 in Rottach-Egern, Germany, llay 1978. This report noted the \>7ork that the European association is doing as regards correlation between friction machine, dynamometer and vehicle tests. In addition a quality assurance program \>7as discussed. Voluntary labeling of friction products and activities at the General Assembly were also noted. A question was asked as to whether this continued liaison had pr9ven worthwhile. The Secretary indicated that European actions concerning TC22 of the International Standards Organization are of interest because the u.s. government considers ISO recommendations when drafting automotive standards. In addition, background information as regards asbestos can be of help to both organizations, because European and North American governments have uaed background waterial on activitieo in the other's jurisdicl:loh. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To accept the Secretary's report as written. DATA BOOK AND TECHNICAL COHtUTTEE ilr. Phil Grim of Abex lJas appointed Chairman of the Data Book and Technical Committee during the 1977-78 year. r1r. Ronald R. Uoalli had been Chairman of this Committeee for over ten years. Because of the pressure of other duties, Hr. l1oalli advised that he could not continue on as Chairman of this CoJDIDittee. The Secretary read Ur. Grim1s report. Please refer to Exhibit 8. Hew disclaimer language for catalogs and bulletins was recommended by the Committee, and approved by the Board of Directors. Mr. Grim indicated that the Institute l~as considering computerized typesetting for the 1979 Automotive Data Book. There \>7as also consideration of a nelv Brake Block Identification Catalog and the interest in such a catalog was being checked by a mail ballot. The Chairman further revietv-ed technical decisions made during this past fiscal year. In closing, the Chairman particularly thanked Hr. Hoalli Hho had served through 1977 as Chairman of this Committee for the dedication he had given to work of this Committee. The Directors reviewed the report. Upon motion duly made, seconded and unanimously passed, it was; RESOLVED: To express the Institute's gratitude to Ur. Ronald R. Hoalli for his many contributions to the Institute during his term as Chairman of the Data Book and Technical Committee. Upon motion duly made, seconded and unanimously passed~ it wag; RESOLVED: To accept the report of the Data Book and Technical Committee as written. FMSI 04493 lti.nutes of the Ueeting of the Board of ~irectors .... 11- June 27, 1978 INSTITUTE PENSION FUliDS Hiss Duschek receives payments of $450 per month based on a contract for $3600 a year, and on an additional $1800 a year added by the Board of Directors since Hiss Duschek's retirement. In addition, there is a qualified employee pension plan funded through Connecticut General Life Insurance for the current employees of the Institute, for which l1essrs. Drislane and Simon serve as Trustees. A Director indicated that he ~-Tas cOilcerned about Hiss Duschek 1s pension and that perhaps an annuity or trust should be established so that ;,iiss Duschek has an uncontested right to the pension, Pension payments are based on a contract drawn between the Institute and Miss Duschek prior to her retirement. The Board of Directors subsequently added $150 per month to the payments to i:fi.ss Duschek by resolutions. A question \1as asked about an earlier study that the Institute had made as regards purchasing an annuity or other means to fund Hiss Duschek' s pension separately from Institute funds. In 1975~ after the Board meeting, consideration was given to purchasing an annuity or the possibility of setting up a separate trust. In 1975, the Secretary submitted a report to the Directors on an annuity program drawn up by Connecticut General Life lnsurance. It was then decided that an annuity 11as too expensive, as it would cost the Institute almost $50,000 to provide the $300 a month payenent. It was felt that the Institute could set up a trust l'lith $50,000 and pay 'Hiss Duschek's $300 pension for life on just the interest earned from such a contribution. After additional discussion, the Directors suggested that a trust be set up which would pay Hiss Duschek $500 per month. In the meanwhile~ payments to Hiss Duschek would be increased to $500/month effective July 1, 1976. It was also suggested that the employee pension plan with Connecticut General be reviewed to bring the Directors up-to-date. It was then suggested that these two items be considered separately and that first consideration be given to establishing a trust for l>H.ss Duschek's pension. A trust could be set up so that in the event of Miss Duschek's d~ath the principal would revert to the Institute. It was suggested that the Institute make a contribution to such a trust in an amount that would be sufficient to pay benefits of $500 per month for the .actuarially determined life of Hiss Duschek. It was stated that if the Institute wished to increase payments in the future it could be done by establishing an additional trust. Further, if the original funds were not sufficient 'to cover trust payments for ::.{iss i)uschek's life, .:ldditional monies C!ould be added to the trust in the future. Counsel ~ms requested to moke up and submit to the Board of Directors a trust agree;.___ .:;;.: which would set aside funds for lliss Duschek' s benefit. This fund should be established with a sufficient contribution to pay the $500 a month effective July 1, 1978 over the actuarially determined life of Hiss Duschek. The Secretary indicated that because of timing problems, the Institute would have to make payments to increase Miss Duechek's pension to $500 per month during the interim period before the trust is established. It was stated that in preparing a trust, discretionary powers would have to be granted to the Trustees to invade principal to make the payments. It was suggested that rir. Edward W. Drislane, Secretary of the Institute and l:lr. Hilliam Si1l!X)Jl of the Board of Directors be the Trustees. FMSI 04494 ~:inutes of tl1e . :ectins of the Doard of 0irectors June 27 > 1973 Upon motion duly uac!.e, sccon<.l.ed and unanimously l)assed, it uas; rEGOLVED: That Co~1sel pre~are a trust a~reement for s.ubnission to t~e Board of Directors to establish a trust for pension payments of 05JO per month to :.Iiss Duschek and that iir. BdVJard ~1. Dris lane and i.~r. ~Ullia.m Simon "t-rill be appointed Trustees of this Trust. !.lr. '"oalli questioned the status of the Pension Plan for employees of the Institute. In particular he was interested in the formula for establisllinc pension benefits, vesting provisions and other provisions of the pension plan. The Secretary indicated that the pension had been draNn up by Connecticut General to qualify lrl.th Internal P,evenue Service as a qualified .pel,lsion plan and all provisions of the plan are nol-7 in line ritl1 requirements of the Employee Retirement Income Security Act (m:ISA). Upon motion duly nade, seconded and unanimously passed, it lras; IillSOLVED: That the Secretary prepare for submission to the Board of Directors a summary of the provisions of the Employee Pension Plan. mW~ PERFOmlANCE STUDY COi.1t:1ITTEE ~Ir. ~~. ..:: llelson, Chairman of the Bra!~e Performance Study Conunittee submitted his report. l.J. :ton Cutler read ;:r. Nelson's report to the iloard of Directors. Please refer to ZJiliibit 7. It 'tras su~~mested that because of the length of this report and the detailed exhibits that it would be 't-7ell to highlight tho3e items of most concern to the ;reli!bership. ~lr. :.roalli indicated that he ~7ould be pleased to so over , :r. Ifelson 1 s report in detail and highlicht those items. This report ,,Till be presented to the :rembership at the June 29 session. The major items in llr. i.ielson 's report concerned DOT 121 and DOT 105-75 regulations. Also included ~7as a rebirth of activity on Docket 1:-4, the ~~eplacement Brake Shoe and Linin::; Assembly. ilr. iJelson discussed meeting Hitn i.Ir. Fred Redler of i1HTSA concerning program plans by HHTSA over the next several years. Also noted were PJUNA and VESC activities as uell as the Institute's correspondence uith the Defense SupplyAgency concerning Federal Drake Lining Specification IITI-L-361E. Upon motion duly made,. seconded and unanimously passed, it tvas; RESOLVED: To accept the report of the Brake Performance Study Committee as uritten. FMSI 04495 i.linutes of the Neeting of the Board of Directors -13- June 27p 1978 ASBESTOS STUDY COHiiiTTEE llr. Tiarry ~1agner of Carlisle Corporation is Chairman of the Asbestos Study Committee. Hr. H'agner submitted the report on the activities of the Committee over the past year. The report was read by the Secretary. Please refer to EXhibit 11. In particular, the Chairman's report covered work that its Task Force had completed on the preparation of a work practices booklet for the Institute. Preparation of such a booklet had been authorized by the Board of Directors and the Chairman advised that the Cocmittee appointed a Task Force to make recommendations concerning such a booklet. A draft copy of the text for the work practices booklet was distributed to the Directors. In a preliminary review of the booklet several questions were raised concerning the disclaimer that appeared at the beginning of the report. Directors were concerned as to whether this disclaimer was strong enough and questioned possible liability to the Institute should users rely on the booklet and subsequently be cited by OSHA or others. A Director expressed concern about the appendix where the Institute was listed as a source for in.formation such as EPA requirements, ,laboratories for fiber counts, vacuu~ cleaners and respiratory protection. was the Institute opening itself .to providing additional services that it had not provided in the p4Bt? A Director indicated that there were certain statements in the book that-he did not agree with, and asked if the Asbestos Study Committee agreed with the text? The Secretary advised that the Task Force had done this work and did not send it baCk to the ColiiDlittee as it had taken so. long to eet it into its present form. The Secretary indicated that the Task Force had done considerable work on this booklet and that many objections had been raised and compromi- made before it was delivered in the form shown. The Task Force by-passed the Committee to expedite the work and had sent copy to Johne~ianvi11e to set up type. Type-set copies had not been returned from J-H prior to this l;eeting. The Directors indicated that the booklet should be referred back to the Asbestos Study Committee. The Committee should review this booklet and resubmit it to the Board of Directors if the Committee approves. The Board will take no action as regards this work practices booklet until it has received recommendations from the Asbestos Study Committee. A question t-1as asked concerning possible liability of the Institute for publishing such a work practices booklet. It was suggested that a user might refer to a certain page and use that as a guide for compliance with regulations after new regulations had superseded the instructions in the booklet. Perhaps a note is needed on every page to indicate that this booklet was prepared based on information available in 1978 and that it could be superseded in the future. The intent of the disclaimer on the first page was to preclude such assumptions by users of the booklet. Perhaps it would be necessary to put a brief disclaimer "As of 1978" on each page of the booklet. A question was asked concerning possible liability for uithholding such a publication. Counsel indicated that an association might be judged more harshly for withholding su~ a publication than in present- ius infor.:1ation ~1~dcL ui61t l;:tcr be outd;:;t.Jd by ::mbsoquent developnents. FMSI 04496 I:inutes of the Heeting of the Board of Directors -14- June 27, 1978 Upon motion duly made, seconded and unanimously passed, it was; rESOLVED: That the Asbestos Study Committee revie~ the Task Force's proposed \'7ork practices booklet and resubmit it to the Board of Directors. Upon motion duly made, seconded and unanimously passed, it was; P~SOLVED: To accept the Asbestos Study Committee report as written tdth the foreGoing qualification as regards the work practices booklet. PUBLIC P..ELATIONS COiiCEPJ:UNG ASBESTOS FRICTION iiATERIALS ~~r. Simon stated that he felt the Institute should do more to advise the public concerning health studies on asbestos. In particular, he referred to an article in the ilew York Tirnes in Hay 1978 written by Staff writer Jane Brody. This article noted that the Chances of developing asbestos induced lung cancer are practically nil if the worker does not smoke. lie felt that the Institute should attempt to emphasize this item. The Directors indicated that in reports dating back several years it has been shown that lung cancer is not a problem with asbestos workers if they do not smoke. It is felt that this has been acknowledged in papers prepared by those at Uount Sinai and others. It tTas suggested that the Institute should not get involved in an area where medical expertise would be required. The Secretary referred to an article that had been published in the Bergen r..ecord headlined ~'Deadly Dust Particles from Asbestos Brakes. B It appeared on the front page of the June 19, 1978 P..ecord in Hackensack, Hel-r Jersey. The Directors examined the article and it was stated that there was no purpose in commenting to the newspaper concerning this article. LIABILITY Ii:.ISURAi~CE In the discussions on possible liability to the Institute for either inadequate or inaccurate assertions in its publications, a question arose concerning liablity insurance. Does the Institute have insurance coverage for this type liability? The Secretary replied that the Institute's insurance covered Officer and Employee dishonesty (Blanket Position Bond) and owner-tenant-liability for the conventional type liability suit--physical injury property damage liability. It did not have coverage for general or comprehensive liability which might arise if allegations were made as to the accuracy or adequacy of Institute publications or other Institute behavior. The Secretary was directed to contact its insurance agent to seek information on types of comprehensive liability insurance, its limits and its costs. FMSI 04497 ..inutes of the ~eetin::; of the ~oar~ of uirectors -15~ June 27, 1970 There bein;:: ::10 ot~ler ousiness brOU3~1t to the attention of the Board of i.lirectors, unon notion duly r::.ade, oeconded and unanimously ?assed, it ras > Ldjourned at 12:45 P.:.:. ~. ':J. ~Jris lane Secretary FMSI 04498