Document LpmxZYvZ5mZ2rvEdK408GVr47

4 LEAD INDUSTRIES ASSOCIATION 292 MADISON AVENUE NEW YORK 17, N. Y. June 16, i960 SUBJECT: CTCORPCRATOCB OP LIA To the Board of Directors of the Lead Industries Association At the request of our president, I am sending you herewith a copy of a letter from our attorneys, together with enclosures mentioned in that letter, all relating to incorporation of the Lead Industries Association. It is planned to call a meeting of the Board or the Execu tive Committee later on after you have had a chance to study this material and perhaps consult with' your own legal people. This is in accordance with the action on incorporation taken hy the Board at its meeting in St. Louis on April 6, i960. Very truly yours. Bnc LIA01307 N 4102 \ COPT DEBEVOISE, PLIMPTON & MeLEAN 20 Exchange Place lew York 5 May 27, i960 Mr. Robert Lindley Ziegfeld Secretary Treasurer Lead Industries Association 292 Madison Avenue lew York 17, New York Dear Mr. Ziegfeld: In accordance with our conversation last Friday, I am enclosing thirty-five copies of each of the following documents: 1. Draft dated May 2k, i960 of a suggested Certificate of Incorporation. 2. Draft dated March 24, i960 of suggested By-Laws. 3. Draft dated May 26, i960 of suggested Resolutions for an Executive Committee meeting. 4. Draft dated May 26, i960 of a suggested Consent to be signed by each member and associate member. I am also enclosing one copy of a suggested covering letter which might be used in sending out the Consent. For simplicity's sake, the Resolutions and the Consent are drafted on the assumption that the Executive Committee, rather than the whole Board, will meet to pass on the Certificate of Incorporation and the By-Laws. If you decide that you want to call a Board meeting instead, revision will he an easy matter. You will note that in seme respects I have been able to simplify the Resolutions and the Consent more than I thought possible when I drafted the original "(Xxtline of Procedure." In general, however, they follow the scheme of the Outline. The covering letter is not a legal necessity but will, Z think, make clearer to the members and associate members what the effect of Incorporation will be. LIA01308 N 4102.01 Mr. Robert Hadley Ziegfeld COPY -2- May 27, i960 Cta Friday, in answer to one of your questions, I told you that It would probably not be necessary to get Consents fran associate members. You will note from the drafts that I have reversed fields on this and after more reflection now think that we should solicit associate members. If the membership list dated April, 1959 is still reasonably accurate, the number of associate members is so few that this should not be unduly difficult. If you have any questions, please call me. Sincerely, Enclosures (signed) Philip S. Winters LIAO1309 COPY Draft--May 26, i960 USAD INDUSTRIES ASSOCIATION 292 Madison Avenue Nev York 17, New York To the Members and Associate Members: Enclosed are drafts of a Certificate of Incorporation and By-Lavs providing for incorporation of the Association as a Hew York membership corporation with the name "Lead Industries Association, Inc." Also enclosed is a form of Consent on which you are requested to signify your approval of such incorporation. Incorporation of the Association was recommended by the Board of Directors at its meeting on April 6, i960 and the draft Certificate of Incorporation and By-Laws were reviewed and approved by the Executive Committee at a meeting on , i960. Counsel for the Association in connection with this matter has advised that before the Certificate of Incorporation can be filed it is also necessary for each member and associate member to give its consent to incorporation* Accordingly, you are urged to have the enclosed Consent executed by a duly authorized officer and returned to the Association in the enclosed envelope as promptly as possible. Incorporation will give the members and associate members of the Association the benefit of the protective screen of limited liability. _ It will also be beneficial in enabling the Association to deal more effectively with any patents that may result from its expanded research effort. New York membership corporations do not issue stock and a member's voting power is not to any extent proportional to his financial con tribution. Upon incorporation of the Association, (i) each member will become a member of the membership corporation with ooe vote as at present, (ii) each associate member will become an associate member of the membership corporation with no vote as at present, (ill) the officers, directors and members of the Executive Committee of the Association will become the officers, directors and members of the Executive Committee of the membership corporation, (iv) the formulae used by the Association in assessing members and associate members will beecase the assessment formulae of the membership corporation, and (v) the property and lia bilities of the Association will become the property and liabilities of the membership corporation. When incorporation is effected you will be sent definitive copies of the Certificate of Incorporation and By-Laws for your files. Sincerely, LIA01310 N 4102.02 Draft--May 24, i960 CERTIFICATE OP INCORPORATION OF LEAD INDUSTRIES ASSOCIATION, INC. Pursuant to the Membership Corporations Law WE, the undersigned, desiring to incorporate a presently existing unincorporated association pursuant to the Membership Corporations Law of the State of New York, do hereby certify and state as follows: 1. The name of the proposed Corporation shall be LEAD INDUSTRIES ASSOCIATION, INC. 2. The purposes for which It is to be formed are: (a) to collect and publish statistical in formation relating to the production, distribu tion, marketing, consumption and use of lead and lead products; (b) to disseminate accurate information re garding lead products and how they best may be used; (c) to develop methods for the improvement of the welfare of those engaged in the lead industries, or in the use of its product; and for such other purposes as, from time to time, may be of benefit to the lead industries; and | 4102.03 LIA01311 (d) in, general to promote the serviceability of the lead industries to the community at large. No agreement, understanding, combination or arrangement or any form of concerted action to curtail production, fix prices, suppress competition, or in any other manner to restrain trade or commerce, or to monopolize or attempt to monopolize any part of the trade or com merce of the country shall be permitted in the Corporation, nor any other act or acts which may be in contravention of law or good business practice. Each member of the Corporation shall be wholly free to con duct his or its business without legal or moral accountability to the Corporation or to any other member. 3. The territory in which its operations are principally to be conducted is the United States of America. 4. The office of the Corporation is to be located in the City of New York, County of New York, State of New York. 5. The number of its Directors shall be not less than three, nor more than fifteen, none of whom is required to be a member of the Corporation. 6. The names and residences of the Directors until the first Annual Meeting of the Corporation are as follows: LIA01312 2 Name Address Julian Bers R. D, Bradford J. A. Costello W, H, H. Cranmer H. L. Day Andrew Fletcher' K. W. Green F. H. Hurless Harold E. Lee J. A. Martino C. G. Rice S. D. Strauss Jean Vuillequez William Wilke, III M. M. Zoller 7. All subscribers to this Certificate are of full age, at least two-thirds of them are citizens of the United Statesj at least one of them is a resident of the State of New York. Of the persons named as Directors, at least one is a citizen of the United States and a resi dent of the State of New York. 8. The Corporation is not organized for profit and no part of its net income shall enure to the benefit of any member. Director or other person. LIAO1313 3 IN WITNESS WHEREOF, we have made, subscribed and acknowledged this Certificate this day of , I960. LIA01314 4 1 STATE OP NEW YORK ) : ss.: COUNTY OP NEW YORK ) On this day of i960, before me personally came $ * , and , to me known, and known to me to be the same persons described in and who executed the foregoing Certificate of Incorporation, and they thereupon severally duly acknowledged to me that they executed the same. Notary Public STATE OP NEW YORK ) : ss.: COUNTY OF NEW YORK ) , , and > each being duly sworn, each one for himself deposes and says that he Is one of the persons described In and who executed the foregoing Certificate of Incorporation, that the purposes set forth in such Certificate of Incorporation are the same as those of the LEAD INDUSTRIES ASSOCIATION, a presently LIA01315 5 existing unincorporated association which proposes to become incorporated by the filing of such Certificate of Incorporation, and that the persons described in and who executed such Certificate of Incorporation constitute a majority of the members of the committee authorized to incorporate such unincorporated asso ciation by vote as required by the organic law of such unincorporated association for the amendment of such organic law. SWORN to before me this day of , I960. Notary Public 6 LIAO1316 STATE OF NEW YORK ) : COUNTY OF NEW YORK ) ss *: THOMAS T. RICHMOND, being duly sworn, deposes and Bays that he Is an attorney at law and a member of the firm of Debevoise, Plimpton & McLean, counsel for the proposed membership corporation, LEAD INDUSTRIES ASSOCIATION, INC,, that, to the best of his knowledge and belief, no previous application for the approval of the foregoing Certificate of Incorporation of said Corporation has ever been made to any Justice of the Supreme Court, and that, pursuant to Paragraph 7 of Section 11 of the Membership Corporations Law, five days* written notice of application to , a Justice of the Supreme Court, for approval of such Certificate of Incorporation has been given to the Attorney General of the State of New York. Sworn to before me this day of , I960. Notary Public tfhomas T. Richmond LIA01317 7 I, , a Justice of the Supreme Court of the State of New York, in and for the First Judicial District, hereby approve the foregoing Certificate of Incorporation of LEAD INDUSTRIES ASSOCIATION, INC., pursuant to the Membership Corporations Law, and consent that the same be filed. Dated: New York, New York , I960 Justice of the Supreme Court, First Judicial District LIA01318 8 Draft - March 24, i960 LEAD INDUSTRIES ASSOCIATION, INC. a New York Membership Corporation BY-LAWS TABLE OP CONTENTS Article I Membership Page Section 1.01. Section 1.02. Section 1.03. Section 1.04. Section 1.05. Section 1,06. Section 1.07. Section 1.08. Membership .................................... Classes of Membership ... Contributions ........................... Admission .................................... Change in Status ....................... Voluntary Withdrawal .... Termination ............................ . Voting Rights ........................... 1 1 2 2 3 3 3 4 Article II Meetings of Members Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Annual Meetings ....................... Special Meetings ....................... Place and Time ....... Notice of Meetings .................. Quorvan................................... 5 Voting .............................................. Representation at Meetings; Proxies .......................................... Annual Report ............................ 4 4 5 5 6 6 7 Article III Board of Directors Section 3*01. Powers .............................................. Section 3.02. Number................................... 7 7 LIA01319 N 4102.04 Page Section 3.03. Section 3-04. Section 3.05. Section 3*06. Section 3-07. Qualification ofDirectors . . Election andTerm of Office . Resignation ...................................... Removal ................................................ Vacancies ........................................... 7 7 8 8 8 Article IV Meetings of Board of Directors Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Annual andOther Regular Meetings ............................................... Special Meetings ............................. Notice .................................................... Quorum ..................................................... Voting .................................................... 9 9 9 10 11 Article V Officers Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Titles and Qualification ... Election and Term ofOffice . Resignation ....................................... Removal ................................................ Vacancies ........................................... Powers and Duties ........................ a) Chairman.............................13 b) Vice Chairman....................13 n 12 12 12 12 12 I c) President ........ d) Vice President............... 14 e) Secretary............................. 14 f j Treasurer............................. 15 gA)rticAlessVisItant Secretary and Assistant Treasurer . . Compensation of and(hC) onOtrtahcetrs OwfitfhicDeirrsec...t.o...r..s...... 16 and Officers, etc. 13 16 Section 6.01. Compensation of Directors and Officers, etc...........................17 LIA01320 Section 6.02. Contracts with Directors or Officers.......................................... Page 17 Article VII Committees Section 7.01. Executive Committee...... a) Powers ...................................... b) Term of Office................... I c) Resignation............................ d) Removal...................................... e) Vacancies ........ f) Procedures............................ Section 7.02. Other Committees ............................. 18 18 18 18 ig 19 19 19 Article VIII Miscellaneous Provisions Section 8.01. Corporate Seal .................................. Section 8.02. Fiscal Year............................ .... . 20 20 Article IX Amendments Section 9.01. Amendments ....................................... 20 LI A013^1 T LEAD INDUSTRIES ASSOCIATION, INC. a New York membership corporation BY-LAWS Article I Membership 1.01 Membership. The membership of the Cor poration shall be the subscribers to the Certificate of Incorporation, all Individuals, corporations, associations, partnerships and other organizations that were members or associate members of the Corporation's predecessor unin corporated association. Lead Industries Association, immediately prior to the Corporation's incorporation, and such additional members and associate members as shall be admitted from time to time as provided in Section 1.04. 1.02 Classes of Membership. Ihe membership shall be divided into three classes as follows: (a) Members. Any individual, corporation, association, partnership or other organization admitted to membership which is engaged within the United States in lead mining, smelting and refining, manufacturing or consumption shall be a member of the Corporation. LTAC132? (b) Associate Members. Any Individual, corporation, association, partnership or other organization admitted to membership which is engaged solely outside the United States in lead mining, smelting and refining, manufacturing or consumption shall be an associate member of the Corporation. (c) Incorporating Members. The five in dividuals who are subscribers to the Certificate of Incorporation shall be incorporating members and their membership shall terminate five days after due incorporation of the Corporation. 1.03 Contributions. Members and associate members shall make contributions to the Corporation for its expenses in such amounts as may be agreed to by them from time to time. 1.04 Admission. Any individual, corporation, association, partnership or other organization may apply to become a member or an associate member by submitting a written application which briefly describes his or its business within each of the lead industry's four branches (mining, smelting and refining, manufacturing and con sumption) and which contains an agreement to be bound by these By-Laws and the Certificate of Incorporation of the L I A 013 2 2 Corporation. Approved by resolution of the Board of Directors or Executive Committee shall elect an appli cant to membership. 1.05 Change in Status. If the business of any member or associate member shall change so as to make him eligible under Section 1.02 for membership in the other class of membership and no longer eligible for mem bership in the class to which he or it has belonged, his membership shall thereupon be changed to such other class. 1.06 Voluntary Withdrawal. Any member or asso ciate member may withdraw from the Corporation at any time by so notifying the Chairman, President or Secretary in writing. Unless otherwise specified in the notice of with drawal, such withdrawal shall take effect upon the delivery of such notice, except that such member or associate mem ber, as the case may be, shall continue to be liable for financial obligations to the Corporation accrued or accru ing through the end of the Corporation's then current fiscal year. 1.07 Termination. The membership in the Cor poration of any member or associate member shall terminate forthwith upon his or Its ceasing to satisfy the require ments of either paragraph (a) or paragraph (b) of Section 1.02 or upon the adoption of a resolution by the Board of LI AC 1324 3 Directors terminating such membership for cause, except that such member or associate member, .as the case may be, shall continue to be liable for financial obligations to the Corporation accrued or accruing through the end of the Corporation's then current fiscal year. 1.08 Voting Rights. Each member shall be en titled to one vote on each matter coming before any meet ing of members. Associate members shall not be entitled to vote at such meetings. Article II Meetings of Members 2.01 Annual Meetings. The annual meeting of the members of the Corporation for the election of direc tors and for the transaction of such other business as may properly come before such meeting shall be held on such day in April or May as may be designated by the Board of Directors or, if no such designation is made, on the third Wednesday in May, if not a legal holiday, or, if a legal holiday, then on the next succeeding day not a legal holi day. 2.02 Special Meetings. Special meetings of the members may be called at any time by order of the Board of Directors, the Chairman or the President, or by order of a LI A013 2? 4 majority of the members in good standing (who shall give written notice thereof to the Secretary). 2.03 Place and Time. Each meeting of the mem bers shall be held at the place (which may be within or without the State of New York) and time specified in the notice or waiver of notice thereof. 2.04 Notice of Meetings. Notice of each meet-? ing of the members shall be mailed to each member entitled to vote, addressed to such member at his or its address as it appears on the records of the Corporation, not less than ten nor more than forty days before the scheduled date of such meeting. Each such notice shall state the purpose or purposes for which the meeting is called, the time and place thereof and, if such notice shall be a notice of a special meeting, by whose order the meeting was called. No notice of any meeting need be given, however, to any member who waives notice thereof in writing or by telegram or cable before or after such meeting, and no notice need be given of any adjourned meeting of the mem bers. Any business may be transacted at any adjourned meeting which might have been transacted at the meeting as originally scheduled. 2.05 Quorum. Except as at the time otherwise required by statute, the presence at any meeting of the I2j30l32f 5 members, in person or by proxy, of a majority of the mem bers entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members present in person or by proxy and entitled to vote or, if no mem ber is present, any officer of the Corporation present, may adjourn the meeting sine die or from time to time for a period not exceeding twenty days in any one case. 2.06 Voting. Except insofar as at the time otherwise required by statute, all matters acted upon at any meeting of the members shall be decided by the vote of a majority of the members entitled to vote thereon and represented at the meeting. 2.07 Representation at Meetings; Proxies. Any member may be represented and vote at any meeting in per son by any officer, director or partner of such member or by proxy by any one or more of the officers, directors, partners or employees of any member or of the Corporation or their respective counsel who shall be appointed as proxy by written instrument executed by such member and filed with the Secretary. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the member executing it shall have specified therein a longer duration. L1 & c 13 2 7 6 2.08 Annual Report. There shall be presented at each annual meeting of the members such report as at the time may be required by 46 of the New York Member ship Corporations Law or other applicable statutes. Article III Board of Directors 3.01 Powers. The activities, affairs and prop erty of the Corporation shall be managed, directed and controlled by the Board of Directors, except as otherwise provided by statute or by these By-Laws. . 3*02 Number. The number of directors shall be such number as shall be fixed by the members from time to time at annual or special meetings, but shall not be less than three nor more than fifteen. 3.03 Qualification of Directors. All directors shall be individuals of full age who are members or repre sentatives of members. At least one of them shall be a citizen of the United States and a resident of the State of New York. 3.04 Election and Term of Office. Directors shall be elected at the annual meetings of the members and may be elected at any special meeting thereof. Each direc tor shall hold office until he, if he is a member, or the LIAC132P 7 member he represents shall cease to be a member of the Corporation or until his death, resignation or removal, or until a successor shall have been elected and shall have qualified, whichever shall first occur. 3.05 Resignation. Any director may resign at any time by delivering a written resignation to the Chair man, President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon such delivery. 3.06 Removal. Any director may be removed at any time either for or without cause by the vote of a majority of all the members entitled to vote thereon given at any meeting of the members. Any director repre senting a member may also be removed at any time either for or without cause by the vote of the member so repre sented at any meeting of the members or by written instru ment executed by such member and filed with the Secretary. 3.07 Vacancies. Whenever a vacancy shall occur on the Board of Directors because of the death, resigna tion or removal of a director who represented a member, such member may fill the vacancy with a person appointed by it. In all other cases vacancies, unless theretofore filled by the members, may be filled by the Board of Directors. LI&01329 8 Article IV Meetings of Board of Directors 4.01 Annual and Other Regular Meetings. The annual meeting of the Board of Directors for the election of officers and the transaction of other business shall be held within 24 hours after the close of the annual meet ing of members at such time and place (which may be within or without the State of New York) as the Chairman or Presi dent shall determine. Another regular meeting shall be held near the end of the calendar year at such time and place (which may be within or without the State of New York) as the Chairman or President shall-determine. 4.02 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chair man, the President or any three directors and shall be held at such place (which may be within or without the State of New York) and time as shall be specified in the notice or waiver of notice of the meeting. 4.03 Notice. Notice shall be given of the time and place of each regular meeting of the Board of Direc tors and of the time, place and purposes of, and person or persons calling, each special meeting of the Board of Direc tors. Such notices shall be mailed to each director ad dressed to him at his address as it appears on the records LI AC 13 3C. 9 of the Corporation at least five days before the scheduled date of the meeting, or shall be sent by telegram or cable to such address, or delivered to such director personally, at least two days before the scheduled date of the meet ing. No notice of any meeting need be given, however, to any director who shall attend such meeting or who waives notice thereof in writing or by telegram or cable before or after such meeting, and no notice need be given of any adjourned meeting of the Board of Directors. Any business may be transacted at any regular meeting of the Board of Directors, or-at any special meeting at which each director is present, notwithstanding that any notice or waiver of notice of such meeting does not specify such business as one of the purposes thereof, and any business may be transacted at any adjourned meeting which might have been transacted at the meeting as originally sched uled. 4.04 Quorum. Except as at the time otherwise required by statute, the presence at any meeting of the Board of Directors of one-third of the authorized number of directors shall be necessary and sufficient to constiture a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present L I A 01331 10 or. If no director is present, any officer of the Corpora tion present, may adjourn the meeting sine die or from time to time until the next regular meeting of the Board of Directors. 4.05 Voting. Each director shall have one vote. At all meetings of the Board of Directors, except as at the time otherwise required by statute, all matters shall be decided by a majority of the directors present at the meeting. Article V Officers 5.01 Titles and Qualification. The officers of the Corporation shall consist of the Chairman, the Presi dent, the Secretary, the Treasurer and such other officers, who may include a Vice Chairman and one or more Vice Presi dents, Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time elect. Ihe Chairman and the Vice Chairman, if any, shall be chosen from the directors and each may hold such office only so lang as he remains a director; any other officer may, but need not, be a director. Any two or more offices may be held by the same person, except that the same person shall not be Chairman and Vice Chairman or President and Vice President. No person shall serve more than two terms 17/50133 2 11 consecutively in the office of Chairman, Vice Chairman, President or Vice President. 5.02 Election and Term of Office. Officers shall be elected at the annual meetings of the Board of Directors and may be elected at any other regular or special meeting thereof. Each officer shall hold office until his successor shall have been elected and shall have qualified or until his death, resignation or removal, whichever shall first occur. 5.03 Resignation. Any officer may resign at any time by delivering a written resignation to the Chair man, President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon such delivery. 5.04 Removal. Any officer may be removed by the Board of Directors at any time either for or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. 5.05 Vacancies. Any vacancy in any office may be filled by the Board of Directors at any time for the unexpired portion of the term. 5.06 Powers and Duties. Ihe officers of the Corporation shall have such powers and duties, except as may be modified by the Board of Directors, as generally LI*ci333 12 pertain to their respective offices and such other powers and duties as from time to time may be prescribed by the Board of Directors. Any officer may be required by the Board of Directors to give bond for the faithful discharge of his duties in such form and amount and with such surety as the Board of Directors may determine. In furtherance and not in limitation of the generality of the foregoing and subject to the direction of the Board of Directors, the powers and duties of the respective officers shall be as follows: (a) Chairman. The Chairman shall be the senior officer of the Corporation. He shall preside at all meetings of the members and of the Board of Directors and may sign any contract or other instrument authorized by the Board of Directors. (b) Vice Chairman. The Vice Chairman shall, at the request or in the absence or dis ability of the Chairman, perform the duties and exercise the powers of the Chairman. (c) President. The President shall be the chief executive officer of the Corporation. Directly and through the Secretary, he shall have general charge of ttie business, affairs and LIAC1334 13 property of the Corporation and general super vision over its officers and agents and shall cause all orders and resolutions of the Board of Directors to be carried into effect. He shall preside at meetings of the members and of the Board of Directors in the absence of the Chairman and the Vice Chairman and may sign any contract or other instrument authorized by the Board of Directors. (d) Vice President. Hie Vice President (if there are more than one, then in the order of their seniority) shall, at the request or in the absence or disability of the President, perform the duties and exercise the powers of the President. (e) Secretary. Hie Secretary shall: (1) have general and active supervi sion of the affairs of the Corporation, subject, however, to the control of the Board of Directors and the President; (2) have custody of the records and documents of the Corporation, which shall at all reasonable times be open to inspec tion by any director; LI 40133? 14 (3) have custody of the seal of the Corporation and affix such seal to any contract or other instrument when so authorized or directed by the Board of Directors; (4) cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by statute; (5) keep the minutes of all meetings of the members, the Board of Directors and the Executive Committee; and (6) keep a record of the names and addresses of the members and associate members and of the directors. (f) Treasurer. The Treasurer shall: (1) have care and custody of the funds and securities and of the financial records of the Corporation; (2) deposit all moneys received by him for the Corporation in such banks, trust companies or other depositaries as from time to time may be designated by the Board of Directors; L7A0123f 15 (3) have charge of the disbursement of the funds of the Corporation in accord ance with the directions of the Board of Directors; (4) keep correct and complete records of account, including a record of receipts and disbursements of the Corporation, which shall at all reasonable times be open to inspection by any director; and (5) render to the Board of Directors whenever requested, a report of the finan cial condition and operations of the Corpora tion. (g) Assistant Secretary and Assistant Treasurer. An Assistant Secretary shall, at the request or in the absence or disability of the Secretary# perform the duties and exercise the powers of the Secretary. An Assistant Treasurer shall, at the request or in the absence or dis ability of the Treasurer, perform the duties and exercise the powers of the Treasurer. (h) Other Officers. Such officers other than those enumerated above as may be elected b> the Board of Directors shall perform such duties L1*C13^ 16 and exercise such powers as the Board of Directors may from time to time determine. Article VI Compensation of and Contracts with Directors and Officers, etc. 6.01 Compensation of Directors and Officers. etc. No employee of any member or associate member and no director of the Corporation as such shall receive compensa tion from the Corporation, but the Board of Directors may authorize the payment by the Corporation of the reasonable expenses incurred by such employees or directors in the performance of their duties and of reasonable compensation for special services rendered by any such employee or direc tor. The salaries or other compensation of the officers who are not such employees shall be fixed from time to time by resolution of the Board of Directors. 6.02 Contracts with Directors or Officers. Any director or officer may be interested, directly or indirectly, in any contract or transaction relating to the operations conducted by the Corporation, or in any contract or transac tion for furnishing supplies or services thereto, provided that such contract or transaction shall be approved by the Board of Directors and that the fact of such interest shall have been disclosed or known to the directors present at the meeting at which such contract or transaction is so approved. LIAC133P Article VII Committees 7.01 Executive Committee. At its annual meet ing the Board of Directors shall appoint from among its members an Executive Committee consisting of six directors (one of whom shall be designated Chairman by the Board of Directors) to hold office subject to the following provi sions: (a) Powers. During the intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise all powers of the Board of Directors, except the power to amend these By-Laws and such powers as the Board of Directors may from time to time specifically reserve to Itself. (b) Term of Office. Each member of the Executive Committee shall serve until he ceases to be a director or until his successor shall have been elected and shall have qualified or until his death, resignation or removal, which ever shall first occur. (c) Resignation. Any member of the Execu tive Committee may resign at any time by deliver ing a written resignation to the Chairman, President LIAC1239 18 or Secretary. Unless otherwise specified therein, such resignation shall take effect upon such de livery. (d) Removal. Any member of the Executive Committee may be removed by the Board of Directors at any time either for or without cause. (e) Vacancies. Any vacancy on the Executive Committee may be filled by the Board of Directors or, for the interval prior to the first meeting of the Board of Directors after the vacancy occurs, by the Executive Committee. (f) Procedures. Subject to control by the Board of Directors, the Executive Committee may fix its own rules of procedure, but all matters, unless otherwise required by law, shall be decided by a majority of those present and not less than three members shall constitute a quorum for the transaction of business. Directors who are not members of the Executive Committee may attend and Join in discussions at any meeting of the Execu tive Committee. 7.02 Other Committees. She Board of Directors or, if authorized by the Board of Directors, the Chairman, the President, or the Secretary may from time to time LI 13AC 19 appoint other committees which shall have such member ship and such functions as the Board of Directors or the appointing officer, as the case may be, from time to time may determine. Subject to the regulation of the Board of Directors and the appointing officer, if any, each such committee may act by meeting or in writing, may elect its own chairman and other officers and may fix its own rules of procedure. Any such committee may be abolished at any time by the Board of Directors or the appointing officer, if any. Article VIII Miscellaneous Provisions 8.01 Corporate Seal. The seal of the Corpora tion shall be circular in form and shall bear the name of the Corporation, the year of its incorporation and the words "Corporate Seal New York." 8.02 Fiscal Year. The fiscal year of the Cor poration shall begin on the first day of January in each year and shall end on the 31st day of the following Decem ber. Article IX Amendments 9.01 Amendments. Subject to compliance with any provisions of the New York Membership Corporation Law or LI AC 13<*1 20 other applicable statute at the time in force as to ByLaws regulating an impending election of directors, these By-Laws may be amended or repealed and new By-Laws may be made by the members of the Corporation entitled to vote thereon or by the Board of Directors at any time, provided that the following provisions of these By-Laws may be amended or repealed only by the vote of a majority of all the members entitled to vote thereon given at an annual or special meeting of the members: (a) Section 1.08 relating to voting rights in the case of members and associate members; _ (b) Sections 3.-06 and 3*07 relating respec tively to removal and vacancies in the case of directors; and (c) this Section 9.01; and provided further that no amendment of these By-Laws or any new By-Law shall require any member or associate member during the fiscal year in which such amendment is adopted or new By-Law made to make any payment or assume any obligation in addition to the payments and obligations, if any, at the time required of such member or associate member by these By-Laws, unless approved by such member. L!AC1342 21 Draft--May 26, i960 LEAD INDUSTRIES ASSOCIATION, INC. Suggested Resolutions for Executive Committee RESOLVED, that incorporation of the Asso ciation pursuant to the provisions of the New York Membership Corporations Law is in the best interests of the Association and its members; FURTHER RESOLVED, that the forms of Certi ficate of Incorporation and Ey-Laws (drafts dated , I960) providing for such incorporation, submitted to this meeting, be and they hereby are approved; FURTHER RESOLVED, that an Incorporation Committee composed of five members, Messrs. Thomas T. Richmond, Barry R. Bryan, D. Broward Craig, Thomas Ewing III and Philip S. Winterer, each with power of substitution, be and it hereby Is estab lished, and that such Incorporation Committee be and it hereby is authorized and directed to file all such documents and to take all such other ac tion as the majority of its members deem neces sary or advisable to incorporate the Association as a New York membership corporation under the name `'Lead Industries Association, Inc." with a Certificate of Incorporation and By-Laws substan tially In the forms submitted to and approved by this meeting, subject to prior approval by the members and associate members of the Association; FURTHER RESOLVED, that the form of Consent for use by the members and associate mem bers of the Association in approving such incor poration and related transactions, submitted to this meeting, be and it hereby Is approved, and that the appropriate officers of the Association be and each of them hereby Is authorized and di rected to mail to each member and associate member of the Association such form of Consent, together with the forms of Certificate of Incorporation and By-Laws submitted to and approved by this meeting, with such changes therein as may be approved by the Incorporation Committee; N 44 FURTHER RESOLVED, that the officers of the Association elected at the meeting of the Board of Directors of the Association on April 6, I960, be and they hereby are authorized and directed, upon incorporation of the new membership corporation, to serve as the officers of the new membership corpora tion in their present respective capacities until the first annual meeting of the Board of Directors of the new membership corporation and until their successors shall have been elected and shall have qualified; and FURTHER RESOLVED, that the members of the Executive Committee of the Association elected at the meeting of the Board of Directors of the Asso ciation on April 6, I960 be and they hereby are authorized and directed, upon Incorporation of the new membership corporation, to serve as members of the Executive Committee of the new membership corporation until the first annual meeting of the Board of Directors of the new membership corpora tion and until their successors shall have been elected and shall have qualified. LI&01344 2 Draft--May 26, i960 CONSENT TO INCORPORATION OF LEAD INDUSTRIES ASSOCIATION The undersigned, a member or associate member of Lead Industries Association (the "Association"), hereby acknowledges receipt of drafts dated , i960 of a Certificate of Incorporation and By-Laws providing for incorporation of the Associa tion as a New York membership corporation, and hereby: (a) approves the form of such Certificate of Incorporation and By-Laws; (b) authorizes and directs the Incorpora tion Committee established by the Executive Committee of the Association to file all such documents and to take all such other action as the majority of its members deem necessary or advisable to incorporate the Association as a New York membership corporation under the name "Lead Industries Association, Inc." with a Certificate of Incorporation and By-Laws sub stantially in such fora; (c) approves, ratifies and confirms the action of the Executive Committee of the Association authorizing and directing the officers and members of the Executive Commit tee of the Association to serve as officers and members of the Executive Committee of the new membership corporation, in each case until the first annual meeting of the Board of Directors of the new membership corporation and until their successors shall have been elected and shall have qualified; and (d) authorizes and directs that the formulae used by the Association in assess ing its members and associate members shall be the assessment formulae of the new member ship corporation until changed pursuant to the By-Laws of the new membership corporation. N 4102.06 LIA01345 WITNESS the signature of the undersigned by its duly authorized officer this day of , I960. Name of member or.associate member Vice President L I A013A6 2