Document Dvz2LkdxyxXmroNxjVmmDe0Dd

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF MEETING Of the BOARD OF DIRECTORS Sunday, June 11, 1995 Longboat Key Club Longboat Key, Florida DIRECTORS PRESENT Walter Britland Martin Chevalier Ronald Moalli Paul Myers Ron Randall, Treasurer Robert Scott Doreen Tomao, Vice President William Wood Abex Friction Products U.S. Automotive Manufacturing TEK-Motive, Inc. Heavy Duty Friction Group HKM Friction, Inc. Friction Material Company, Inc. Universal Friction Composites Motion Control Industries DIRECTORS MISSING William Aymond Wagner Brake Subsidiary OTHERS PRESENT Andy Gagnon, President Thomas P. Weldy, Counsel Lori Dinihanian Gilbert N. Laycock, Secretary Frictiontech Morehouse Harlow & Attorneys at Law Friction Materials Friction Materials Weldy Standards Standards Institute Institute Mr. Andy Gagnon, President, called the meeting to order at 11:30 A.M. June 11, 1995. ELECTION OF OFFICERS Mr. Gagnon called for nominations for officers. The Nominating Committee recommended the following slate of officers: President Vice President Treasurer Secretary - Mr. Andy Gagnon - Ms. Doreen Tomao - Mr. Ron Randall - Mr. Gilbert N. Laycock Mr. Gagnon called for any additional nominations from the floor. There were none. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for Officers be closed. Whereupon the Secretary was instructed to cast one ballot for the election of Mr. Andy Gagnon for President, Ms. Doreen Tomao for Vice President, Mr. Ron Randall for Treasurer and Mr. Gilbert N. Laycock for Secretary. The Secretary advised that the ballot had been cast. FMSI 00856 Minutes of the Board of Directors Meeting 2- - June 11, 1995 Whereupon the following persons are duly elected as officers of the Institute for the ensuing year: Andy Gagnon Doreen Tomao Ron Randall Gilbert N. Laycock President Vice President Treasurer Secretary Bj riOW OF COUNSEL The Secretary advised that according to Article VII 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 Mr. Thomas Weldy or designated replacement from the firm of Morehouse, Harlow and Weldy be retained as Institute Counsel and that services be paid on a time and charges basis. m ON OF AUDITORS The Secretary recommended the retention of Auditors for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Marshall Granger & Co. PC, Certified Public Accountants be retained as auditors for the Institute for the ensuing year. BUDGET - JULY 1. 1995 THROUGH JUNE 30. 1996 The outgoing Board of Directors reviewed and recommended approval of an Expense Budget of $192,425 for the 1995-96 fiscal year. This budget was in turn approved by the Membership at its meeting earlier on this date. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Expense Budget of $192,425 approved by the Members be adopted for the July 1, 1995 - June 30, 1996 fiscal year. FEE FORMULA - JULY 1. 1995 - JUNE 30, 1996 The outgoing Board of Directors had earlier recommended a Fee Formula for the 1995-96 fiscal year. The recommended formula was approved by the Membership at its meeting earlier on this date. FMSI 00857 Minutes of the Board of Directors Meeting -3- June 11, 1995 FEE FORMULA - JULY 1. 1995 - JUNE 30. 1996 (con'tl Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, 1995, the annual dues for Active Members and Regional Members with Active Member rights would be the total of a basic fee of $1,800, and a charge for participation in each of the following categories: Disc brake linings; Drum brake linings? Brake Block; Clutch facings. The charge would be $250 each for the first and second categories, and an additional $500 each for the third and fourth category. This works out to dues by category of: one category $2,050; two categories $2,300; three categories $2,800; four categories $3,300. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, for Regional Members $1,800; Regional Member Licensee: $1,000. 1995, the annual fee (Regular) would be (Association) $2,800; DATE and LOCATION OF ANNUAL MEETING The Annual Meeting Committee had recommended Rancho Bernardo in San Diego, California in its formal presentation in the report booklet prepared for the meeting. However, at the Membership Meeting information on Loews Coronado Bay in Coronado, California was presented. The Membership had no objections to Loews Coronado Bay. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To hold the next meeting of the Board of Directors and Membership at the resort at Loews Coronado Bay Resort, Coronado, California on June 8, 1996 and June 9-10, 1996 respectively. If, due to committee action, or other reasons, an earlier Board meeting must be called, the Directors will decide on a location and date at that time. ********************************* There being no other business brought to the attention of the Board of Directors at this time, upon motion duly made, seconded and unanimously passed it was: RESOLVED: To adjourn. Adjourned at 11:55 A.M. G. N. Laycock Secretary FMSI 00858