Document MJb2gZXwrDnn76xozGO7b5w7z

FRICTION MATERIALS STANDARDS INSTITUTE, INC., E-210 ROUTE 4, PARAMDS, N.j. 07652 MINUTES OF MEETING of the ' BOARD OF DIRECTORS Wednesday, June 13, 1979 at 4:30PM at Ocean Reef Club, Key Largo, Florida '' Directors Present F. E. Messier, President R. U. Moalli, Vice President R. L. Cutler W. Simon J. W. Greenen Stuart Comins G. A. Carrigan Bendix Corporation Automotive Aftermarket Operations Raybestos-Manhattan, Inc. KM International Abex Corporation Friction Products Group Brassbestos Manufacturing Corporation Hutum Corporation P. T. Brake Lining Company, Inc. S. K. Wellman Corporation Others Present E. VJ. Drislane, Secretary J. Z. Jackson, Counsel Friction Materials Standards Institute, Inc. Robert P. Gorman, Esquire *a**a Mr. Messier, acting as Chairman, opened the meeting at 4:30PM. ELECTION OF OFFICERS Mr. Messier, President, called for nominations for the office of President. Mr. Greenen presented the name Of Mr. Ronald R. Moalli for President. The nomination was seconded. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the nominations for the office of President be closed'. Whereupon the Secretary was instructed to cast one ballot for the election of Mr. Ronald R. Moalli as President. The Secretary advised that the ballot had been cast. Mr. Messier called for nominations for the office of Vice President. Mr. Ronald L. Cutler was nominated and seconded for the office of Vice President. FMSI--0316 FMSI04476 Of . . Minutes of the Board of Directors Meeting -2- June 13, 1979 Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the nominations for the office of Vice President be closed. Whereupon the Secretary was directed to cast one ballot for the election of Mr. Ronald L. Cutler as Vice President. The Secretary advised that the ballot had been cast. For office of Treasurer, the name of Mr. William F. Messier, of the Bendix Corporation, Friction Materials Division was presented and seconded. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the nominations for the office of Treasurer be closed. Whereupon the Secretary was directed to cast one ballot for the election of Mr. William F. 'Messier as Treasurer. The Secretary advised that he had cast such ballot. For the office of Secretary, the name of Mr. Edward W. Drlslane was presented and seconded. Upon motion duly made, seconded and unanimously passed. It was RESOLVED: That the nominations for the office of Secretary be closed. Whereupon the Secretary was Instructed to cast one ballot for the election of Mr. Edward W. Drlslane as Secretary. The Secretary advised that the ballot had been cast. Whereupon the following persons are duly elected as offices of the Institute for the ensuing year: Ronald R. Moalli Ronald L. Cutler William F. Messier Edward W. Drlslane - President Vice President Treasurer Secretary RETENTION OF COUNSEL Mr. Messier advised that according to Article VI of the By-Laws, at each annual meeting legal counsel shall be retained for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the Law firm of Robert P. Gorman be retained as Counsel for the ensuing year. ) FMSI04477 Minutes of the Board of Directors Meeting -3- June 13, 1979 RETENTION OF AUDITORS The Chairman, on recommendation of the Secretary, suggested the retention of auditors for the ensuing year. . Upon motion duly made, seconded and unanimously passed ib was RESOLVED: That Marshall Granger & Co., Certified Public Accountants, be retained as auditors for the ensuing year. BUDGET - JULY 1, 1979 THROUGH JUNE 30, 1980 The Chairman advised the meeting that the budget presented to the Annual Meeting and increased by $600 for Miss Duschek's pension had been adopted by the Membership. Upon motion duly made, seconded and unanimously passed, It was RESOLVED: That a budget of $96,410 for the fiscal year starting July 1, 19^9 be accepted FEE FORMULA - JULY 1. 1979 to JUNE 30, 1980 The meeting was advised that the outgoing Board of Directors had voted increases in the fee formula for the fiscal year starting July 1, 1979. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the annual fee for the Active Members for the fiscal year starting July 1, 1979 be A basic rate $1,150 and $700 for each category in which engaged; for the lndlvdual Regional Member $1,450; for trade groups holding Regional Membership $2,400 and Licensees $550, LEGAL COUNSEL REPORTS Mr. Jackson distributed copies of his letter concerning recall procedures available to the Department of Transportation in the event of a recall of motor vehicle brake linings. This had been requested after Counsel's advice that our industry was not subject to the recall procedures of the Consumer Product Safety Act. For reference, there is letter of John Z. Jackson to Edward W. Drislane of June 12, 1979. Also, Counsel advised that an agreement had been drafted to establish a trust for payment of Miss Duschek's pension. This was in line with the Directors' resolution at the June 1978 meeting. As a 10% increase was voted in this pension on June 12, 1979, Counsel will re-draft Che Trust Agreement and it will then be sent to the Directors for review and their approval. FMSI 04478 T Minutes of the Board of Directors Meeting -4- NOMINATION' PROCEDURES June 13, 1979 The Directors discussed procedures for nominating directors and officers. Several suggestions were made to permit members to either participate more fully in the nominating procedure or to be kept advised of nominating plans.. It was recommended that before the Annual Meeting the Secretary advise the Membership on (1) The Board make-up prior to the meeting; (2) The names of the Board Members whose terms will be expiring at the June 30 then ending, and (3) The names of those whom the Nominating Committee will propose for election to the Board of Directors at the June meeting. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That the Secretary will advise the Membership concerning the Nominating Committee plans for the June meeting when requesting reservations from the Members for the meeting. MEETING OP THE BOARD OP DIRECTORS The Board of Directors has directed the Asbestos Study Committee to make recommendations to the Board as regards our Institute's position and plans for action on (1) Response to the EPA's Office of Toxic Substances plans for asbestos in friction materials and (2) The draft legislation for an "Asbestos Health Hazards Compensation Act." When the Committee has reported to the Board, the President may then call a special Board of Directors meeting. No date or location has been set for such a meeting. 1980 ANNUAL MEETING Upon motion duly made, seconded and unanimously passed, it was RESOLVED: That affirming the out going Board of Directors decision at the June 12, 1979 meeting, the annual Board of Directors and Membership meeting be held at the Homestead, Hot Springs, Virginia in June 1980. ***** ' No futher business was brought to the attention of the Directors. Upon motion duly made, seconded and unanimously passed, it was RESOLVED: To Adjourn Adjourned at 5:00PM E. W. Drislane Secretary i FMSI 04479