Document K87GrDo7MG8vkDEBwqzzRnzw
[NORTH AMERICA
ASBESTOS INFORMATION ASSOCIATION
1745 Jefferson Davis Highway, Crystal Square 4, Suite 509 Arlington, Virginia 22202 (703) 979-1150
12 June 1978
Mr. Julius Nemeth President, Bondex Corp. 2628 Pearl Road Medina, OH 44256
Dear Mr. Nemeth:
I write to ask for your "support of the work of this Association. Although it has never been the policy of the AIA/NA to solicit membership for membership's sake, we now look to broaden our repre sentation of the industry, and to strengthen our position as we meet the challenges that confront manufacturers and processors of asbestos-containing products. Much can be argued against highly restrictive and, in some cases, unnecessary regulatory initia tives which could seriously affect the use .of asbestos in its many important applications. The industry, consisting of varied users of asbestos, requires the capability to collectively speak to the issues with facts and persuasion. AIA/NA provides the asbestos industry with such a facility.
It is of interest that, with the beginning of aggressive federal regulatory actions in occupational, environmental and consumer product areas in the early 1970's, asbestos became a prime target for regulatory control. That excessive exposure to asbestos dust presents a risk to health was an established fact. A number of other factors contributed to the selection of asbestos by 0SHA and EPA for initial regulatory actions. Among thesd : millions of tons of asbestos have been used in hundreds of important pro ducts over many years thus giving the mineral broad recognition as contrasted to many toxic, many cancer-related agents with little public identification; world-wide useage of asbestos gave rise to interest by the medical community to study asbestosrelated disease once association had been made with health problems resulting from excessive exposures to asbestos dust, and this literature was readily available to regulatory agencies; unregulated exposure to asbestos during World War II coupled with long latency periods for the development of disease provided a timeliness to certain asbestos-health studies which were to receive extensive and frequently exaggerated treatment by special interest groups and the news media. Exposure levels of asbestos dust in the pasc and particularly during the World War II era are simply not re laced co present regulated conditions.
BON -02181
Recently,' HEW Secretary Califano issued an extraordinary statement announcing steps he would take to inform doctors, workers and others "about the increased health risks of asbestos exposure." He said, "asbestos is one of the most dangerous and insidious substances in the workplace." HEW has sent advisory letters to 400,000 physicians and a major public in formation campaign aimed at workers and others exposed to asbestos will commence in the near future. It is important to note that the Secretary emphasized high worker exposure "in the past" and particularly in shipyards. He also stressed the greatly increased risk of lung cancer among smokers. His action resulted from Defense Department (Navy) failure to identify World War II shipyard workers who might have been subject to excessive asbestos exposure as a result of pressures exerted by the Health Research Group, a Nader public interest organization. Of relevance was the federal government's financial involvement in the settlement of the much publicized Tyler, Texas suit. The Califano announcement may have serious effect on public attitudes toward asbestos usage. Certainly it will encourage further action by regulatory agencies for controls on asbestos.
OSHA is now holding hearings on a generic concept for regulating carcinogenic substances. Although industrial chemicals are of major concern, asbestos is frequently mentioned because of its identification as a carcinogen and its now extensive regulatory history. AIA/NA is scheduled to present testimony on July 39.
In Octoher 1975, OSHA proposed a revision to its 1972 standard on asbestos - the first health standard published by the agency. The proposal calls for a reduction of the permissible exposure level from 2 f/cc in the manufacturing site to 0.5 f/cc. HEW's National Institute for Occupational Safety and Health has gone so far as to"recommend a tenth of a fiber strand. OSHA advised that a separate standard would be developed for the construction industry. After nearly three years, it is now: rumored that public hearings on the OSHA asbestos standards may take place before the end of the current year. AIA/NA will participate in these hearings.
An independent study of the manufacturing/processing industry, funded by this Association, was the basis of the AIA/NA's response to the proposed revision to the manufacturing standard and no doubt"forestalled precipitaus action on the OSHA proposal. A study of the construction industry has recently been completed by an outstanding consulting firm, at a cost of $.170,000, to ascertain usage and dust'exposures. In those few instances where a possibility of excessive exposures may occur, "certified" work practices utilizing dust collecting tools will be recom mended rather than a numerical standard requiring extensive medical surveillance as with regulation in the manufacturing
r.acly, you are aware of EPA's concern wit asbes tcs gs, water, stone quarries, and of course, utside
BON - 02182
your plant. The Association continues to provide the Agency with factual information with regard to these matters.
The Consumer Product Safety Commission has looked for asbestos containing produces that might "free" asbestos fibers in normal usage. AIA/NA has worked closely with this agency. We are advised that no new products have been so identified for agency action. Recently, the Department of Transportation issued a proposed rule for the handling and shipment of asbestos. AIA/NA has formally responded to this initiative advising that regulations in being are adequate to safe transport/handling of asbestos.
In late June an International Conference on Health Hazards of Asbestos Exposure will be held in New York City with Dr. Irving J. Selikoff, Mt. Sinai School of Medicine, New York City, and Dr. E. Cuyler Hammond, American Cancer Society, co-chairmen. The conference is sponsored by the New York Academy of Sciences from which platform Dr. Selikoff announced, in 1964, his studies on asbestos and lung cancer among insulation workers. The conference is expected to receive extensive media coverage.
The work of the Association is described in the enclosed pamphlet. In addition to its studies of the industry and its investigations into the asbestos-health issues to be responsive to regulatory initiatives, AIA/NA is deeply involved in the development of workplace practice's for the industry and technical guidance in dust control techniques. Proper pro cedures for monitoring and analyzing asbestos fiber is a major area of the-Association's work. AIA/NA has arranged for an international con ference of experts in this field to meet in October under the overall sponsorship of the Asbestos International Association whose membership includes associations similar to AIA/NA from 18 nations. Because of the emerging number of legal actions affecting the industry, the services of a special counsel has been employed to provide a source of assistance to defense counsels in third party liability suits. AIA/NA's information" education program for employees has been commended, by various government agencies. A plant physicians, conference is planned for later this year:
The.Association's, services are directly related to support received from the various companies that comprise the`asbestos industry. We look to your favorable consideration to join with. AIA/NA's. present membership of more than fifty companies who'now suppoht the Association's, work. We enclose a membership form, a statement of dues structure and bylaws. Should you, for whatever reason, not Wish to actively participate in the Association, you may wish to make a'financial contribution to help meet the extraordinary expenses of our pressing activities.
If.you have any ..questions about the Association, I hope you will not hesitate to call* me or Robert Mereness, AIA/NA's executive director. I would be pleased to meet you at our board of directors meeting June 28, in .-Mew York City, to which you are cordially invited.
Sincerely,
BON - 02183
P
ASBESTOS INFORMATION ASSOCIATION
1035 K Street. N.W . Washington, D.C. 20006 (202) 223-4885
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I S
INORTH AMERICA
ASBESTOS INFORMATION ASSOCIATION
1745 Jefferson Davis Highway, Crystal Square 4, Suite 509 Arlington, Virginia 22202 (703) 979-1150
DUES STRUCTURE
Association dues structure for fiscal (calendar) 1978 is as follows:
Regular Members:
Manufacturing
------
1.92 mills ($.00192)per dollar cost (freight excluded) of asbestos consumed in immediate past year. Minimum of $2,000 per annum.
Mining/Milling
.192 mills ($.000192) per dollar price of asbestos fiber sold in North American in immediate past year. Minimum of $2,000 per anmr
Brokers
$2,000 per annum
Associate Members:
$500 per annum
The Association employs the services of a private accounting firm for the billing of dues. The procedure assures confidentiality of information provided by manufacturing or processing companies and miners and millers whose dues are based on consumption or sales of fiber.
Upon receipt of new membership applications and subsequent t'o notification of members, the accounting firm, Frantz & Co. Chartered, Washington, D.C., will communicate directly with members to obtain information for the computation of dues as appropriate to raw fiber consuming or mining/milling companies. Dues are normally billed quarterly. Dues may be paid by single remittance.
1 June 1978
BON-02185
Skflaius
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NORTH AMERICA
ASBESTOS INFORMATION ASSOCIATION
1835 K Street. N.W . Washington. O.C. 20006
BON -02186
Section Section Section
1.21 1.02 1.03
Functions........................................................ Offices............................................................... Purposes............................................................
ARTICLE II Membership......................................................................... Section 2.01 General Qualifications............. Section 2.02 Regular Membership Qualificaticns.............. Section 2.03 Associate Membership Qua 1 i f i c a 11 o r. s.............. Section 2.04 Voting Rights of Members... Section 2.05 Application for Member-
- ship............................................... Section 2.06 Resignation of Membership.. Section 2.07 Forfeiture of Membership...
3 4 4
ARTICLE III Section
Section Section
Membership Dues................................................... 3.01 Board of Directors Power to Levy........................................ 3.02 Regular Member Dues...................... 3.03 Associate Member Dues'...................
5
5 5 5
ARTICLE IV Meetings of the Members.............................. Section 4.01Meetings.............................................................. Section 4.02 Annual Meeting.......................................... Section 4.03 Special Meeting....................................... Section 4.04 Notice of Meetings............................ Section 4.05 Waiver of Notice................................... Section 4.06 Meeting by Mail...................................... Section 4.07 Proxies .............................................................. Section 4.08 Quorum .............................................................. Section 4.09 Tabulation of Votes......................... Section 4.10 Presiding Officer .............................
5 5 6 6 6 6 7 7 7 7 3
ARTICLE V Board of Directors.................................................. 8 Section 5.01 Number.................................................................... 3 Section 5.02 Term erf Office ....................................... 8
, Section
5.03 Directors' Powers 5 Duties.....................................
- i-
8
ARTICLE I
Functions and Purposes
Section 1.01 Functions. The Asbestos Sr.forma Association/North America ( the "Association"/' is a non-profit corporation organized under the General Corporation Law of the State of Delaware.
Section 1.02 Offices. The Association main tains a registered office within the State of Delaware and a principal office in the District of Columbia. The Association may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Association may require.
Section 1.03 Purposes. The purposes of the Association shall include the following:
. To obtain and disseminate information on asbestos and its relationships to human health to
the various segments of the asbestos industry,
the various governmental groups con cerned with the regulation of asbestos as- it relates to human health,
the news media, and
interested segments of the public;
. To cooperate with governmental agencies in developing and implementing industry-wide standards for
worker protection rrom airscrne asbestos dust, and
orotection of community air ar.d
bestos dust and asbestos containing effluents;
To exchange information on methods and techniques of asbestos dust control;
. To assist its membership in the solution of problems arising from the health effects of asbestos; and
To increase the public knowledge of the unique benefits and importance of asbestos products.
ARTICLE II
Section 2.01 General Qualifications. Any firm or corporation engaged in the manufacture, sale or use of products containing asbestos fiber, or in the mining, milling or sale of asbestos fiber, in North America, is eligible for membership in the Association. Only one membership shall be granted to a parent corporation and affiliated or subsidiary companies in which the parent corporation owns or controls a majority of the voting stock. A member may qualify as a regular member or as an associate member as those terms are defined herein. A firm or corporation eligible to qualify as a regu lar member must become a regular member.
alirications
nortn in see "'in
ar.c
is involved in a primary asbestos industry --
those industries that either start the manu
facturing process with raw asbestos fiber ar.d
modify the fiber to produce an intermediate
oroduct or a finished product or nine,mill or
sell asbestos fiber -- is eligible to become
si recular member.
*
Section 2.33 Associate Membership Any firm or corporation which meets the
Qualifications set forth in Section 2.01 and is involved in a secondary or consumer industry as defined herein is eligible for an associate mem bership :
A) Secondary Industries -- those industries that continue the manufacturing process with an intermediate product (one in which the fiber has previously been modified in a,primary industry) and further processes, modifies or fabricates to produce either another intermediate product or a finished product;
B) Consumer Industries -- those industries that purchase a finished asbestos-containing product and apply, install, erect or consume the asbestos-containing product without further physi cal modification of the product.
Section 2.04 Voting Rights of Members. Only regular members shall be entitled to vote. Each regular member shall be entitled'to one vote in the election of directors of the Association and to vote in such other proceedings as the General Corporation Law of the State of Delaware expressly reserves for vote by the members entitled to vote in the election of the directors of the Association.
either membership under Sections 2.31 ar.c
22
or membership under Sections 2.01 and 2. 23 nav
become a regular or an associate member ucor.
approval by the 3oard of Directors after
of a written application for membershio
evidence of eligibility and indicating a
r.ess to abide by these 3y-Laws.
Section 2.06 Resignation of Membership. Any member may resign at any time by giving writt notice of resignation, but such resignation shall not in any way affect the indebtedness of such member to the Association incurred prior to re ceipt of said notice of resignation. The resigna tion-of a member automatically results in the re signation of such member's director under Article V herein.
Section 2.07 Forfeiture of Membership. The membership of any member who ceases to be eligible for membership shall be automatically forfeited as of the date such member ceases to be eligible and any member who shall have failed to pay any dues within sixty (60) days after written notice of the levy of such dues may be expelled.
Except as otherwise required by law, or by the Certificate of Incorporation, or by these By-Laws, any right of the regular members to vote and any right, title, and interest of any regular or associate member in or to the Association, and its properties, shall cease and divest upon termination of membership. Such forfeiture auto matically results in the resignation of such member's director under Article V herein.
ARTICLE III
Membership Dues
Section 3.01 3oard of Directors - Power ,avy. The 3oard of Directors of the Associ ation is authorized and empowered to levy annual dues on the regular and associate members by action taken prior to the beginning of any such year. The Board of Directors may also make special assessments against the regular members for special projects or expenditures in excess of budgeted items.
Section 3.02 Regular Members Dues. Regu lar members shall be liable for annual dues as well as special assessments as such dues or assessments are determined by the Board of Directors pursuant to Section 3.01.
Section 3.03 Associate Member Dues. Associate
members shall be liable for annual dues in a
fixed amount, which amount will be identical
for each and every associate member.
The annual
dues of associate members shall be determined
by the Board of Directors pursuant to Section
3.01. Associate members shall not be liable
for special assessments.
Section 4.02 Annual Meeting. An annual meeting of the members shall be held on the third Wednesday in September of each year hr if said day be a legal holiday, then on the r.e:<: succeeding day not a legal holiday), and the -embers so entitled shall elect directors ar.d transact such other business as may be properly presented at the meeting.
Section 4.03 Special Meetings. Special meetings of the members shall be held upon the request of the 3oard of Directors, President, or the written request to President of at least three (3) regular members of the Association. Business transacted at any special meeting of the members shall be con fined to the purposes stated in the notice thereof.
Section 4.04 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered, by mail, not less than ten (10) days nor more than fifty (50) days before the meeting, to each member' of record by or at the direction of the President, the Secretary or an Assistant Secretary. Such notice by mail shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Association with the postage paid thereon.
Whenever
Section 4.06 Meeting by Mail, action of the members of the Association pro vided for in this Article or required or per mitted bv law to be taken at a rr.eetinc of the members may be accomplished through a meeting conducted by mail if a consent in writing, setti: forth the action so taken, shall be signed by all the members entitled to voce with respect to the subject matter thereof.
Section 4.07 Proxies. A member may vote in person or by proxy executed in writing by the member or by his duly authorized attorneyin-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Section 4.08 Quorum. One-half members having voting power, represented in person or by proxy, shall constitute a quorum at meetings of the members except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally called. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
regular member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. The act of a majority of the voting members at any meeting at which a quorum is present shall be the act of the members unless a greater number of votes is required by the Certificate of Incorporation or the laws of the State of Delaware
to authorize such an action.
Section 4.10 Presiding Officer. Meetings of the members shall be presided over by the President or if he/she is not present, by a Vice-President, or if neither the President nor a Vice-President fs oresent, bv a Cnairman to be cnosen at the meeting. The Secretary of the Association, or in his/her absence, an Assistant Secretary, sha] as Secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present to act as Secretary of the meeting.
ARTICLE V
Board of Directors
Each regular member of the Association shall be entitled to elect one member to the Board of Directors, which director shall be the designated representative of that member.
Section 5.02 Term of Office. The term of office of each director is one year or until his/ her successor is elected and qualified, or until his/her earlier death or resignation.
Powers and Duties.
ARTICLE VI
Meetings of the Board of Directors
lor. 6.01 Location of Meanings, of the 3oard of Directors, both regular and special, shall be held, at such places within or without the State of Delaware, as may be determined by reso lution of the 3oard of Directors.
Section 6.02 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as may be fixed by resolution' of the 3oard of Directors. Notice need not be given at regular meetings held at such times as are fixed by re solution of the Board of Directors.
Section 6.03 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or at the written request of three (3) directors. Notice of special meetings of the Board of Directors shall be given, by oral, telegraphic or written- means, not less than two (2) days before such meeting.
Section 6.04 Waiver of Notice. any notice is required to be given to any person under this Article, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. Presence without objection also waives notice.
sr.a__ re $1: -,-cue wiuh respecu zo -he
ctors er.nrl-sd - master sherec
-a;oricy of
;rum ror tr.e ura.vsacuior. of business, bus if any meshing of she Beard of Directors is convened wish less char, a cue rum, oreser.o, a majority of those present may adjourn che meeting from time to time, without further notice, until a quorum shall have been obtained. At such adjourned meeting at which a quorum is oresent or represented, any business may be trans acted which might have been transacted at the meeting as originally called. The directors present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.
Each director shall be entitled to one vote on each matter submitted to vote at a meeting of the Board of Directors. The act of a majority of the directors at any meeting at which a quorum is present shall be the act of the Board unless a greater number of votes is required by the Certificate of Incorpora tion or the laws of the State of Delaware to authorize such an act.
Section 6,08 Proxies. A director may designate a substitute by proxy executed in writing by said director or by his/her duly authorized attorney-in-fact. Proxy designation shall be valid only for the immediate regular or special meeting unless the proxy is renewed by a new writing.
J\*
to be chosen at the meeting. The Secretary of the Association, or in his/her absence, an Assistant Secretary, shall act as Secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, those present at the meeting sr.al- cheese any person present to act as Secretary of the meeting.
ARTICLE VII
Committees
Section 7.01 Executive Committee. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate an Executive Committee, which committee, to the extent provided in such resolution, shall have ar.d may exercise all the authority of the Board of Directors in the management of the business and affairs of the Association. The Executive Committee shall consist of all the current officers of the Association who are directors and such other directors as are chosen by the Board of Directors from a list sub mitted by the President.
Section 7.02 Votes. The majority of the Executive Committee may determine its actions and fix the time and place of its meetings, unless the Board of Directors shall otherwise Drovide. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
Section 7.03 Vacancies and Discharge. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to discharge the Executive Committee.
Section 7.04 Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the
11
Association may be designated and appointed from time to time by resolution adopted by a majority of the 3oard of Directors present at a meeting at which a quorum is present. S', committees shall have such authority as shall be set forth in the establishing resolution.
ARTICLE VIII
Officers
Section 8.01 Number and Title. The officers of the Association shall consist of a President, one Vice-President and such other Vice-Presidents as provided by the Board of Directors, a Secretary and a Treasurer and an Assistant Secretary or Treasurer if so provided by the Board of Directors, and such other officers, agents and employees as the Board deems proper, each of whom shall be elected by the Board of Directors and none of whom need by a member of the Board. Any two (2) or more offices may be held by the same person, except no one person may simultaneously hold the offices of President and Vice-President or Presi dent and Secretary.
Section 8.02 Appointment. The Board of Directors shall choose the officers designated in Section 8.01 at the first meeting of the Board of Directors after each annual meeting of the members of the Association.'
The term of office of all officers shall be two (2) years
Section 3.04 Vacancies and Removal. Any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the whole Board of Directors. A vacancy in any office arising from death, resigna tion, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.
Section 8.05 President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the members, the Board of Directors, and the Executive Committee. He/she shall have responsibility for the general and active management of the business of the Association and shall assure that all orders and resolutions of the Board of Directors are carried into effect.
Section 8.06 Vice-Presidents. The VicePresident, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 8.07 Secretary and Assistant Secretaries. The Secretary shall attend all the meetings of the members and the Board of Directors and record all the proceedings of the meetings in the book to be kept for that purpose and shall per form like duties for the duly appointed committees when required. He/she shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be pre scribed by the Board of Directors or the President, under whose supervision he/she shall act. He/she shall have custody of the corporate seal of the Association and he/she, or the Assistant Secretary,
shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his/her signature or by the signature of the Assistant Secretarv.
Directors,
ena_:
the Board of
a recorc it the Associati:
registered office or the principal office in the
District of Columbia of the names and addresses
of members entitled to vote. The Secretarv shall
make all books and records of the Association
open to inspection by any member having voting
rights, or his/her agent or attorney, for any
purpose at any reasonable time.
Section 8.08.Treasurer and Assistant The Treasurer shall maintain custody
of the corporate funds and securities and shall keep or cause to be kept full and accurate account; of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
He/she shall disburse the funds of the Association as may be ordered by the Board of Directors of the President, taking proper vouchers for such disbursements, and shall render to the Board of Directors or the President as required, an account of financial transactions and of the financial condition of the Association.
Section 8.09 Executive Director. The Board of Directors shall appoint an Executive Director who shall serve at the pleasure of the Board. The Executive Director shall:
Serve as Secretary-Treasurer;
See that all orders and resolutions of the Board of Directors or the Association are carried into effect, and retort from time to time to the 3oard of Directors and the Association on all matters within his knowledge which, in his judgement, the interests of the Association may require to be brought to the notice of the Board or the Association;
Prepare and submit to the Board of Directors plans and suggestions for work to be done or undertaken by the Association;
. Have full charge of the office of the Association;
and he/she shall perform such, other duties as may be assigned to him/her from time to time by the Board of Directors or an Executive Committee thereof. He/she may sign and execute any instrument in the name of the Association when authorized to do so by the Board of Directors or an Executive Committee thereof.
If required by the Board of Directors, he/she shall give the Association a bond in such sum and with such surety or sureties as shall be satis factory to the Board of Directors for the faithful performance of the duties of the Executive Director and for the restoration to the Association, in case of his/her death, resignation, retirement or re moval from office, of all books, papers, vouchers, money and other property of whatever kind in his/ her possession or under his/her control belonging to the Association. The fee for each bond shall be paid out of the general revenues of the Associ ation.
15
ARTICLE IX
General Provisions
Section 9.01 Indemnification. Eve: who is or shall be or shall have beer, a director or officer of the Association and his/her oerscnal representatives shall be indemnified by the Associ ation to the extent legally possible, against ail costs and expenses reasonably incurred by or im posed upon him/her in connection with or resulting from any action, suit or proceeding to which he/ she may be made a party by reason of his/her being or having been a director or officer of the Associ ation or of any subsidiary or.affiliate thereof, except in relation to such matters as to which he/she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason.of willful misconduct in the performance of his/her duty as such director or officer. "Costs and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages and reasonable amounts paid in settle ment.
Section 9.02 Certificates of Membership. The Board of Directors may from time to time prescribe the form and contents of any certificates of mem bership which the Association may decide to issue.
The fiscal year of the Association shall begin on the first day in January in each year and shall end on the thirtyfirst day of December next following, unless other wise determined by the Board of Directors.
of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing, or causing to be prir.red, engraved, lithographed, stamped or otherwise made, placed or afccxed, upon any paper or document, by any process whatsoever, an im pression, facsimile, or other reproduction of said official seal.
Section 9.05 Dissolution. In order to dissolve the Association, the Board of Directors shall adopt a resolution recommending that the Association he dissolved, and directing that the question of dissolution be submitted to a vote at a meeting of the members having voting rights, which may be either an annual or special meeting. A written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the Association, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in these By-Laws. A resolution to dissolve the Association shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
Section 9.06 Distribution of Assets Upon Dissolution. If dissolution is voted in accordance with Section 9.05 of this Article, then the Board of Directors shall adopt a re solution recommending a plan of distribution which complies with Article Seven of the Certificate of Incorporation, and directing that the plan be submitted to a vote at a meeting of the members having voting rights, which may be either an annual or special meeting. Written or printed notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the
manner provided in these By-Laws. Such c! of distribution shall be adopted upon rece ivi.ng at least two-thirds of the votes entitled to be cast by members present or represented 'bv proxy at such meeting. This notice may be attached to the same notice of document required by Section 9.05 of this Article and both resolutions of dissolution and distri bution may be adopted at one and the same meeting.
ARTICLE X
Amendments
Section 10.01 Method. -The 3y-Laws of the Association may be amended, added to, rescinded, repealed or new By-Laws adopted at any meeting of the Board of Directors by affirmative vote of a majority of the whole Board, provided notice of the proposed change is given in the notice of the meeting.
ASBESTOS INFORMATION ASSOCIATION
Serving A Vital Industry North America
ASBESTOS INFORMATION ASSOCIATION
1745 Jefferson Davis Highway, Arlington, Virginia 22202
AIA/NA recognizes the health problems associated with exposure to asbestos dust. The Association dedicates its efforts to control of this potential health hazard so that the benefits derived from the use of asbestos in hundreds of products and industrial applications may continue to be enjoyed.
NCfl'H AM;A C-i
ASBESTOS INFORMATION ASSOCIATION
Asbestos has been known to man since antiquity being found in varying amounts throughout the earth's crust. The mineral came into great industrial use less than a hundred years ago. The remarkably strong, heat, fire and corrosion resistant fibers were ideal for insulating the machines of the industrial revolution. Large asbestos deposits in Canada, Southern Africa and Russia were developed after the turn of the century to meet increasing demands. World production grew from 50 tons in 1877 to more than 5 million tens in 1977 for use in building and friction materials, textiles, cement, plastics and numerous other products and industrial applications. The high level of asbestos consumption during World War II has steadily increased. Today, approximately 3,000 asbestos-containing products are in use throughout the world. In many of its applications, asbestos has no substitute. It is an essential industrial material.
Some years ago it was learned that the dust which could be generated from the processing of asbestos could result in the respiratory disease asbestosis. Asbestos dust has also been directly related to the incidence of lung cancer and mesothelioma among asbestos workers. Full knowledge of these diseases has been slow to develop because of long latency periods, possible multi-causes, and lack of medical histories. Dust control technology and worker protection from excessive exposure advanced as increased information became available about asbestos-related disease. Most asbestos producers and processing companies have had dust control and worker protection programs for many years.
Because asbestos is ubiquitous, and as a result of research following excessive exposures to asbestos dust particularly during World War II, it presented an engrossing example of a risk-to-health substance as focus on man's environment--the air he breathes, the water he drinks, the conditions of his workplace, and the products available to him that might be harmful--emerged in the early 1970's. Asbestos as a source of occupational disease became the subject of numerous medical papers and stories in news media with resultant general public concern. Regulation of exposure to asbestos dust, as with many other substances known to affect health, has been undertaken by various nations throughout the world.
NA Is Established
In December 1970, the Asbestos information Association North America AIA, NA) was founded by a small group of asbestos companies in the United States and Canada.
At the time AIA, NA was established, new government agencies were formulating programs to regulate and control materials deemed hazardous to health. Asbestos was named one of these materials and it was to follow that a standard for worker exposure to asbestos dust wouid be the first emergency standard ar.d first permanent standard under the L'.S. Occupational Safety and Health Administration. AIA. NA filled the gap for the asbestos industry to have a representative organization to obtain and disseminate authoritative information concerning asbestos and the asbestos industry with emphasis on safety, health and environmental issues.
Today AIA/NA, with more than 50 members, uniquely represents the interests of the asbestos industry. The services of AIA/NA are available to product-oriented trade groups associated with the industry.
Organization of the Association
AIA/NA is an incorporated, non-profit organization. Any firm or corporation engaged in the manufacture, sale or use of products containing asbestos fiber, or in the mining, milling or sale of asbestos fiber, in North America is eligible for membership in the Association.
The affairs of the Association are conducted through the direction of its board of directors duly elected from the designated representatives of its member firms. An executive committee is empowered to perform those functions delegated by the directors, including guidance for the day-to-day business of the Association as performed by its executive director and staff. Regular meetings of the directors are held quarterly. Committees meet as necessary to provide study and advisory functions for the Association. The annual meeting of the AIA/NA is held in September at which time officers of the Association are elected.
The work of the Association is funded from dues of its members based on a percentage of cost of fiber purchased tor use in the manufacture of products or, in the case of miners, percentage of price of fiber sold in North America. Asbestos brokers are eligible for regular membership and their dues are based on a flat fee. Associate members, those who do not use raw asbestos fiber in the processing of asbestos-containing products, are also assessed a flat fee.
AIA NA Objectives
These are :he objectives of :he Asscciarion;
To provide industry-wide information on tr.e asbestos-health relationship, and on industry efforts to eliminate problems associated with asbestos dust.
To cooperate with government agencies m. deveiooir.g and implementing standards for worker protection from asbestos dust, and for the control of asbestos emissions into community air and water.
To exchange information on asbestos dust control methodology.
To assist members in the solution of asbestos-health related problems.
To increase public knowledge of the benefits to be derived from and the importance of asbestos-containing products.
Association Activities
Government Relations. In 1973, the AIA/NA office was
moved from New York City to Washington, D.C., to facilitate
liaison with the federal government. The Association routinely reports on activities of congressional committees concerned with activities relatable to the asbestos industry and provides a continual working relationship with such government agencies as the Occupational Safety and Health Administration, Environmental Protection Agency, Food and Drug Administration, Consumer Product Safety Commission, Mine Safety and Health Administration, and Bureau of Mines. The Association has appeared before these groups, provided written comment where appropriate, made available specialists from its members to serve on government advisory committees, and has presented specific guidance for the preparation of standards affecting the industry. AIA/NA's government relations program is also actively involved with state and local programs for asbestos regulation. The Association's Standards Advisory Committee acts as principal coordinator for work in the government relations area.
Medical Affairs. Besides serving as a central agency for the collection and dissemination of medical information on asbestos-related disease, AIA/NA is represented at major medical meetings of interest to its members and has sponsored medical research on asbestos and health. The Association retains the services of a medical scientist to advise on the asbestos-health issues as recognized in the scientific community.
Publications. Preparation and distribution ot information materials is an important function of the Association. Among the widely circulated materials is an employee pamphlet describing the health problems that can result from excessive exposure to asbestos dust and the measures that can be taken to safeguard the health of asbestos workers. Other materials include a comprehensive handbook of federal and state regulations on asbestos, booklets on workplace practices, posters for employee information and guidance, and pamphlets on various asbestos-reiated subjects. The Associa tion publishes a monthly newsletter to inform its members and affiliated organizations of current interest matters. Medical and technical papers are available from the Association's library.
Environmental Control. Through its Technical Committee of experts in the fields of industry hygiene, occupational safety and health and plant engineering. AIA/NA follows and evaluates new developments in dust control methodology and monitoring techniques. The Association makes available its findings through various publications.
Public Relations. To respond to public interest in the asbestos-health issue, the Association answers queries of news media, private groups and individuals; assists writer research and, in short, takes all reasonable steps to present to the public responsible information on asbestos and the asbestos-health issue. AIA/NA has distributed over 3,000 specially prepared information kits concerning asbestos and related health problems.
Employee Relations. The Association makes available informational materials to assist its members in presenting to employees a realistic picture of health problems associated with the processing of asbestos and the procedures required to eliminate hazards to health in the workplace.
Legal Affairs. AIA/NA seeks to provide its members with information on responsibilities and obligations under the various laws and regulations that affect the use of asbestos. Special counsel to the Association follows litigation in asbestos-health cases.
Customer Relations. Because of the widespread and often misleading publicity which asbestos has received in recent years, special effort has been made by the Association to provide its members with factual information to overcome the apprehensions that have arisen in some customer relation ships.
Industry Studies. To advise governmental regulatory agencies in the development of reasonable standards for exposure to asbestos dust. AIA.'NA has sponsored independent studies to ascertain technological feasibility and economic impact of proposed regulations.
Inter-Industry Relations. AIA.'NA maintains a dose working relationship with various groups associated with the industry, such as the Asbestos Cement Pipe Producers Association, Resilient Floor Covering Institute. Asbestos Textile Institute, the National Association of Filter Manufacturers, the Thermal Insulation Manufacturers Association, Inc., and The Friction Materials Standards Institute, Inc. The Association contributes its expertise to the American Society for Testing and Materials, American National Standard Institute, American Industrial Hygiene Association, and other technical organizations.
Industry-Government Conference. In 1974, following its annual meeting, the Association conducted its first annual Industry-Government Conference. The success of this meeting through exchange of information and discussion by industry leaders, government officials, representatives of organized labor and spokesmen from the scientific community has lead to the conduct of the conference on an annual basis.
International Relations. The health problems which have been associated with asbestos are not, of course, unique to North America. Indeed, a great deal of the medical literature on asbestos and health and dust control technology comes from outside the United States, though America is the largest processor of asbestos-containing products.
Since its founding, AIA/NA has been closely associated with the Quebec Asbestos Mining Association and the Institute of Occupational and Environmental Health (Canada), the Asbestosis Research Council and Asbestos Information Centre (United Kingdom), the Chambre Syndicale de L'Amiante (France), German asbestos associa tions and other international asbestos interest groups. In July 1975, AIA/NA became a charter member of the Asbestos International Association, a world-wide organization of asbestos associations with the purpose of providing timely exchange of information on matters concerning occupational and environmental health in the asbestos industry and facilitation of endeavors to eliminate possible risks to health arising from the use.of asbestos.
For further information:
Robert H. Mereness, Executive Director Asbestos Information Association/North America 1745 Jefferson Davis Highway Arlington, Virginia 22202 (703) 979-1150