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* PLAINTIFFS I EXHIBIT i P-/3C MINUTE5 of BOARD OF DIRECTORS MEETING of the NATIONAL INSULATION MANUFACTURERS ASSOCIATION Seaview Country Club Abescon, N. J. October II, I960 The meeting was called to order at 9:30 . M. by Chairman H. T, Williams with the following in attendance: DIRECTORS H. T. Williams, Chairman N. L. Barr (Proxy for R. R, Forter) R. E.' Buckley F. T. Christenson (Proxy for Frank Christenson) T, S. Clousing J, B. Jobe E, T. Johnson P. D, Kaley E H Luchs. W. D. Myers, Jr., (Proxy for 4 G.. J. Christnel) F. W. Muller M. M. Wilson Owens-Corning Fiberglas Corp. Keasbey k Mattison Company Pittsburgh Corning Corp. Refractory 8c Insulation Corp. M. H. Detrick Company Johns-Manville Sales Corp. Union Asbestos & Rubber Co. Pittsburgh Plate Glass Co. Mundet Cork Corp. The Eagle-Picher Company Gustin-Bacon Mfg, Company Baldwin-Shret-Hill, Incv OTHERS PRESENT Jr W. Cordre^ R, A, McLaughlin M. I. Ruddock R. C. Parlett J* M, Barnhart Fibreboard Paper Products Corp. Pittsburgh Plate Glass Co. Cadwalader, Wickersham 8c Taft National Insulation Mfrs, Assn, National Insulation Mfrs. Assn. APPROVAL OF MINUTES A motion was made, seconded and passed That the Minutes of the Board of Directors Meeting of May 6, I960, as bulletined by the Association office be approved. TREASURER'S REPORT Mr. F T, Christenson, Treasurer, outlined the Association's Balance Sheet, Statement of Income and Expenditures as of September 30, I960 and the Comparison Budget to Actual Expenditures from January 1 to September 30, I960. The Treasurer's Report is attached to these Minutes and made part thereof. 1961 BUDGET The proposed Budget for 1961 in the amount of $79, 633, 00 was presented, Mr, J. M, Barnhart explained the deferred compensation plan in the amount of $2, 187, 00 that was included in the Budget. The deferred compensation plan, covered by insurance policies, would cost as follows: J, M. Barnhart H. C. Eynch $1, 320. 80/yr, $ 865, 80/yr. Following discussion, a motion was made by Mr, E. H. Luchs, seconded by Mr. E. T. Johnson and passed That the Deferred Compensation Plan as submitted be approved. Messrs. M, I. Ruddock, J. M. Barnhart and the insurance representa tive will work out the details of the plan. The Publicity Program was discussed. A motion was made by Mr* J. B. Jobe, seconded by Mr. R. E. Buckley and passed That the Publicity Program be limited to approval of an amount not to exceed $30, 000, 00 for 1961. The Publicity Committee and Sumner Rider &: Associates are to meet and work out a program in keeping with the Budget, A motion was made by Mr, P, D. Kaley, seconded by Mr* M. M. Wilson and passed That the proposed Budget for 1961 in the amount of $79, 633, 00 be approved. -3- METHOD OF ASSESSMENT The method of dues assessment was discussed* A motion was made by Mr. N. L. Barr, seconded by Mi*. F. W, Muller and passed That for the fiscal year of 1961. the dues will be based on 1/5 of 1% of the reported net dollar sales during ihe preceding year with minimum dues of $500*00 in each of the two product groups and maximum dues of $8, 000* 00 in each of the two product groups* ELECTION OF TREASURER Mr. E. H. Luchs presented the recommendations of the Nominating Committee of Ike Keith as Treasurer. A motion was made, seconded and passed x That Mr. Ike Keith be elected Treasurer. ELECTION OF EXECUTIVE SECRETARY A motion was made, seconded and passed That Mr. J, M, Barnhart be Executive Secretary. ELECTION OF EXECUTIVE COMMITTEE Mr. E. H. Luchs presented the following recommendation to serve as the Executive Committee: H. T. Williams J. B, Jobe E, T* Johnson Ike Keith F. W. Muller A motion was made, seconded and passed That the Messrs. Williams, Jobe, Johnson, Keith and Muller be elected to the Executive Committee, - 4- A motion was made, seconded and passed That Messrs. H. T. "Williams, Ike Keith and J. M. Barnhart be authorized to sign checks in the name of the Association. GOVERNMENT TU COMMITTEE The recommendations as submitted by the Technical & Research Committee relative to the need of establishing a Government Technical & Research Committee was discussed and the following was agreed upon: 1. Collect calls from government agencies will be authorized, 2. A Government HtR Committee will be established. The Executive Committee will appoint members to the Committee. MEETING LOCATIONS AND DATES \ The following meeting locations and dates were selected for 1961: Winter Meeting - Waldorf-Astoria, New York, N, Y. January 10, 1961 Spring Meeting - The Inn, Fonte Vedra-. Beach, Florida May 4 & 5, 1961 Annual Meeting - The Homestead, Hot Springs, Va, September 11 Sc 12, 1961 Mr, Barnhart was asked to check on available dates at Pinehurst, N. C., for the Spring Meeting in 1962 and the Seaview Country Club, Absecon, N. J*, for the Annual Meeting of 1962. OTHER BUSINESS (a) Clarification of "Commercial or industrial buildings either site constructed or prefabricated" for statistical reporting purposes. It was reported that direct sales are not to be reported, but ( that sales to distributors should be reported. ^5- OTHER BUSINESS (cont'd.) (b) Economic thickness study (for low temperatures) at the University of West Virginia* ~ It was reported that the study on economic thickness for pipe and block insulation for heated surfaces has been completed. The low temperature study has not been completed and and that the cost to complete this study would be approximately $14, 400* for a year's work. This project cannot be handled by an individual company, but has to be accomplished through a group of manufacturers or an Association. Owens-Coming Fiberglas in order to get the study started, committed the money for the study in the name of NIMA. A meeting with members of the staff of the University of West Virginia, Union Carbide {who commission ed the University of West Virginia to make the heated surface study) and NIMA is to take place at the Carbide's offices in West Virginia on October 26, I960, The following will be notified and requested to attend: C. E. Ernst R, Courtney P. Eosse G. Neptune M. V/. Keyes K, M. Ritchie , C. Shuman R. . Buckley W. Lovett R. C. Parlett J. M, Barnhart Johns-Manville Sales Corp. Union Asbestos & Rubber Co, The Eagle-Picher Company Gustin-Bacon Mfg. Co. Pittsburgh Plate Glass Co. Baldwin-Shret-Hill, Inc. Owens-Corning Fiberglas Corp, Pittsburgh Corning Corp. Pittsburgh Coming Corp. National Insulation Mfrs. Assn. National Insulation Mfrs. Assn, (c) Product Identification - It was asked that the Glass Section of the ^ T Sc R Committee consider a means of identifying blanket products by a method of color coding (striping technique) different density materials. It was suggested that the following identification be used: 3 marks 2 marks 1 mark 1/2 pcf material 3/ 4 pcf material 1. 0 pcf material (d) Sales Training Program - The feasibility of NIMA preparing basic heat transfer material for use of the member companies in their sales training program was discussed. It was decided that such a program was not practical, and the subject was tabled. -o OTHER BUSINESS (contkl.) (e) Market Research Committee - The need for a Market Research Committee was established and a motion was made by Mr. F. W, Muller, seconded by Mr. T. S. Clousing and passed That a Market Research Committee be established. The following were proposed as members of the Committee: J. Aires T. S. Bassett H* Gruber N. Heydinger L. Montant J. Robarge Gustin-Bacon Mfr. Company Johns-Manville Sales Co. Keasbey & Mattison Co. Pittsburgh Plate Glass Co* The Eagle-Picher Company Owens-Corning Fiberglas Co. ADJOURNMENT There being no further business The meeting was adjourned. Respectfully submitted M. Barnhart National Insulation manufacturers Association ja: lo.ington avenue new york 17. n. y. November 7, I960 TO THE PUBLICITY COMMITTEE E. L. Gouedy. J. C. Affleck R, C. Lang W. P, Gibbons M. F. Hauserman, Jr Re: Notice of Meeting Gentlemen: A meeting of the Publicity Committee has been called as follows: Date: Tuesday, 9:30 A, M., November 29, I960 Location: Office of Sumner Rider k Associates 355 Lexington Ave., New York 17, N. Y The following items will be iricluded on the Agenda. Please bring any other items you wish to have discussed with you to the meeting, 1. Review of counsel of activities since the Annual. Meeting, 2. 1961 Publicity Program k Publicity Budget, 3. Proposed press conferences ori Carbide economic thickness study. Will you please indicate your attendance on the attachment and return it to the Association office at your earliest convenience. Sincerely yours JMB:HCL end. cc: Board of Directors National Insulation Manufacturers Association 441 LEXINGTON AVENUE NEW YORK 17. N. Y November 7, I960 TO TKE BOARD OF DIRECTORS H. T. Williams, Chairman R. E. Buckley Frank Christenson G. J. Christner T. S. Clousing H. B. Button J. B. Jobe E. T. Johnson P, D. Kaley Ike Keith E. H. Duchs N. L. Morell F, W. Muller R. R. Porter J, C. Voiles M. M. Wilson Re: Minutes of Board of Directors and Association Meetings Gentlemen: Attached are the Minutes of the Association Meeting held on October 10, I960 and the Board of Directors Meeting held on October 11, I960. These Minutes have been cleared with our legal counsellor. Will you please indicate your approval and/or comments on the attached letter ballot and return to the Association office. If we do not receive a ballot from you within ten days, we v/ill assume you have no corrections to suggest and will bulletin the Association Minutes to the membership. Very truly yours JMB:HCL end. M. Barnhart Union Carbide Chemicals Company r.Li >s !, i-/ ,ji /; C. ' /t * ,`CJ A V DIVISION' OF CORPORATION P. 0. BOX 8361 SOUTH CHARLESTON 3, W. VA. -c / M November 15, i960 /.. <L, /C--'1' / - f West Virginia UniversityEngineering Experiment Station Mineral Industries Building Morgantown, West Virginia Attention Dr. W. A. Koehler Gentlemen: Agreement dated November k, i960, between Union Carbide Corporation, West Virginia University, and National Insulation Manufacturers Association relative to the Economic Thickness of Insulation in the Low Temperature Range We are enclosing four copies of the Agreement which has been prepared to cover the above captioned insulation study. If this Agreement is acceptable to the University as written, you will please have this Agreement executed in behalf of the University and forward all four copies to the National Insulation Manufacturers Association, of hhl Lexington Avenue, New York VJ, New York, attention Mr. J. M. Barnhart. By copy of this letter to Mr. Barnhart, we are requesting that he, in turn, have the four copies of the Agreement executed in behalf of the National Insulation Manufacturers Association. Mr. Barnhart may retain one of the four copies for the National Insulation Manufacturers Association's files and return the other three copies to the writer, after which proper distribution will, be made to the University. We are assigning Reference Number 5L1-3867-36 to this Agreement and would appreciate your referring to this number on all correspondence concerning this matter. West Virginia UniversityDr. Koehler -2. November 15, i960 Copies of this Agreement have been sent to all persons shewn on the attached list. Very truly yours, UNION CARBIDE CHEMICALS COMPANY Design and Construction OCL: IW Enc. 0. C. Loyd Contract Development Dean C. A. Arents College of Engineering West Virginia University Morgan'to^m, West Virginia Mr. J. M. Barnhart ../ National Insulation Manufact'drers Association 44l Lexington Avenue New Yorh 17, Nev York Mr. R. E. Buckley Vice President - Sales Pittsburgh Coming Corporation One Gatevay Center Pittsburgh 22, Pennsylvania Prof. H. M. Gather College of Engineering West Virginia University Morgantown, West Virginia Mr. R. P. Courtney Director of Research Fibrous Products Division Union Asbestos and Rubber Company ~ -It ^ West Perry Street Bloarington, Illinois Mr. C. E. Ernst Johns~Men^rlHe Research laboratory Manville, New Jersey Mr. M. W. Keyes, Manager Sales Engineering Department Pittsburgh Plate Glass Company Fiber Glass Division One Gateway Center Pittsburgh 22, Pennsylvania Mr. P. L. Losse Insulation Division The Eagle-Picher Company Post Office Box 290 Joplin, Missouri Mr. W. Lovett Pittsburgh Coming Corporation One Gatevay Center Pittsburgh 22, Pennsylvania Mr. F. W. Miller Gustin-Bacon Manufacturing Company 210 West 10th Street Kansas City, Missouri -1- Mr. G. H. Neptune Gustin-Eacon Manufacturing Company 210 West 10th Street Kansas City, Missouri Mr. R. C. Parlett Jobns-Manville Research Laboratory Manville, New JerseyProf. J. F. Parmer College of Engineering West Virginia University Morgantown, West Virginia Mr. K. M. Ritchie Baldwin-Fihret-Hill, Inc. 500 Breunig Avenue Trenton 2, New Jersey Mr. E. C. Shuman Owens Coming Fiberglas Corporation 717 Fifth Avenue New York 22, New York Mr. H. T. Willians Owens Coming Fiberglas Corporation Toledo 1, Ohio o THIS AGRErNCSiT, this frarth day c: Ncva-ber, 195*3, between UNION CARBIDE CHEMICALS COMPAQ, Dr/ISION 0? UNION CARBIDE CORPORATION, a corporation, whose address is Post Office 3o:< 8361, South Charleston, Vest Virginia (hereinafter called "Carbide"), party of the first part, the BOARD OF GOVERNORS OF WEST VIRGINIA UNIVERSITY, of Morgantown, Vest Virginia (here inafter called "University"), party of the second part, and NATIONAL INSULATION MANUFACTURERS ASSOCIATION, of bbl LeicLngtcn Avenue, New York 17, New York (hereinafter called "Association"), party of the third part; WITNESSETH: That, for and in consideration of the sun of One Dollar ($1.00) by each of the parties hereto to the other in hand paid, receipt whereof is hereby mutually acknowledged, and in further consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby covenant and agree as follows: The University shall conduct for Carbide and the Association a research progran relative to the "Determination of the Economic Thickness of x Insulation for Flat Elates and Pipes in the lev Temperature Range.'1 The program will consist of: 1. Development of the Ecoaaajc Thickness of Insulation for Low Temperatures. (a) 2fce scientific equations developed in a previous project sponsored by Carbide under an Agreement with the University dated June 5, 1959, will be modified to take into account unit refrigeration cost, amortisation, interest on investments, thermal conductivity and thermal conductance factors, film feetors, operating temperatures, operating times, etc., pertaining to low temperature operations. It is not only planned to provide design charts and graphs for immediate use of its engineers, but also to make these data so fundamental and in a form that they can be used as the various cost factors change, m other words, it is anticipated that the data developed will be up to date 20 years hence. -1- 1. Development c f the Scenario Thickness of Insulation for Low Temperatures (contd) (b) Since the number of calculations will run into thousands, It is planned to program many of then on Carbide's IBM-7070 or other suitable electronic computer. Carbide shall process these calculations at its cvn expense. (c) Results of this research vill be published in report or manual fora for the most efficient use by Carbide and the Association and shall_be^prepared in a manner determined by Carbide and the University. A statement shall be inserted in these publications identifying Carbide and the Association as co-sponsors of the project. (d) This project is to be generally conducted in accordance vlth the procedures and by the personnel outlined in >, Research Proposal on the Determination of the Economic Thickness of Insulation for flat Plates and Pipes in the Lev Temperature Range submitted to the Association by the University dated September 15, I960, and identified as proposal Number 5^. 2. Contract Period. The work on this project is to be started on December 1, i960, and is to be completed within one year thereafter, unless extended by the- yritteo.^utusi^et55.e5ieDt;-QfothacP^1iies hereto. 3. Costs. The Association shall ray the University for this work on the following basis: (a) The cost of direct labor and technical supervision. (b) Indirect cost cf 50$ computed on the aggregate total of the costs Included in Item (a). (c) The actual cost cf travel, supplies, communications, and incidentals directly related to the project. -2- 3- Costs (contd) (d) The following is a proposed budget for or.e (l) year: PROPOSED BUDGET 703 OIIE (l) TEAR A. Salary cmd Vages, based one or.e (l) nan-year. 1. Project Directors, Scientists, and $ 3,100.00 Engineers. 2. Graduate Students and Technicians 1,000.00 Total of "A" $ 9,100.00 B. Overhead on "A" based on $ It,550.00 C. Other Expenses 1. Reports, Travel,* Supplies, $ 1,350.00 Comuni cations, and Incidentals _____________ Total Budget: A, 3, C Above $15,000.00 Under no circumstances shall the expenditures by the University exceed the proposed budget of $15,000.00 iox one (l) year-with out prior written approval of Carbide and the Association. It is mutually understood, however, that because of the nature of the project there can be no guarantee of total completion of the work above mentioned within the limits of this stipulated cost, but, completed sections will be given to Carbide as the work progresses. Although this Agreement provides for a year's research effort and the above budget is based on a or.e year period, charges will be made on a cost reimbursement basis as set forth above. The University cay complete the project earlier if practicable. The above budget is based on Carbide making its electronic computer and personnel available for the necessary computations relative to this project at no charge against the above mentioned budget. The University will furnish to Carbide twenty-five (25) copies of the manual shewing the results of this research. -3- ( l c i i i- k. Liaison. Carbide will act as the liaison between the University and the Association with University project personnel reporting directly to Carbide. In its liaison capacity, Carbide assumes no responsibility ior the findings of this project nor for the information and use of such information derived therefrom. 5. Payment. Terras of payment and submission of invoices and operating statements shall be in accordance with the following: (a) Terms. The Association shall pay to the University advance pay ments equal to the mutually agreed upon estimated expenditures for each three month period. These payments shall be made on the first work day of each such three \ month period so long as this Agreement is in force. (b) Invoices. ;i The University shall submit triplicate copies of invoices made out to the Association for payment, but mailed to Carbide for forwarding to the Association. Invoices covering the aforementioned three month periods shall be submitted by the University at least two calendar weeks' prior to the aforementioned payment, date. The Association . shall make checks payable to the University and shall mail these checks directly to West Virginia University, Morgantown, West Virginia, Attention Dr.' W. A. Koehler, Director of Engineering Experiment Station. Carbide shall at no tine be obligated to make any payments to tho University. (c) Operating Statements. The University shall submit to Carbide an operating state ment at the end of each calendar month. -It- 6. Steering Car.iltt.ea. In order that the fullest cooperation between the parties nay be achieved, an advisory or steering committee shall be established consisting of representatives, preferably not more than three (3), from each party hereto. Said committee shall meet, at tines to be agreed upon by the said parties, for the purpose of determining the general course of the project, reviewing its progress, and providing such other assistance as may enable the University to conduct the project to the best advantage of Carbide and the Association. 7. Reports. Ibe University agrees to give Carbide and the Association reports of the progress of the above described research project during the tera of this Agreement at such intervals as are requested by Carbide end the Association including a final \ report at the ccrapleticn of the project. 8. Publicity. Carbide agrees that no advertising, promotional or publicity matter containing any reference to the University or to Vest Virginia University, or to any of i uS employees, shall be made use of by Carbide or the Association, unless and until, the same shall have first been submitted to and received the approval of the Director of the Engineering Experiment Station. The University agrees that no advertising, promotional, or publicity natter containing any reference to the Union Carbide Chemicals Company,'Division of Union Carbide Corporation, or to any of its employees, or to the Association, shall be cade use of by the University or anyone in the University's behalf, unless and until the seme shall have first been submitted to and received the approval of Union Carbide Chemicals Company. -5- 9. Changes in Agreement. All changes in the teres of this Agreement, either in the kind of vork undertaken or in the cost, vill be valid only if made in writing end approved by the University and by a duly authorized repx-esentative .of the Union Carbide Chemicals Company, Division of Union Carbide Corporation, and the Association. UNION CARBIDE CHHMICALS CCMPAJIY DIVISION OF union CARBIDE CORPORATION Recaaaended by: 37 h)i Its Associate Director Department of Design and Construction Professor of Mechanical Engineering Chatman, Department of Mechanical Engineering Dean, College of Engineering Director, Engineering Experiment Station BOARD OF GOVERNORS 0? VEST VIRGINIA UNIVERSITY _________________________________ Elvis J. Stahr, Jr., President of the University and Chief Executive Officer of the Board of Governors of West Virginia University NATIONAL INSULATION MANUFACTURERS ASSOCIATION Sy Its __________ _ -6-