Document N5zbny8Yj7bwzLD240BLwq9b

CLUTCH FACING AND BRAKE LINING STANDARDS INSTITUTE, INC. 370 LEXINGTON AVENUE, ME-' YORK 17, NEW YORK FIRST ANNUAL MEETING OF THE CLUTCH FACING AND BRAKE LINING STANDARDS INSTITUTE, INC. NOW KNOWN AS FRICTION fATERIALS STANDARDS INSTITUTE, INC. Thursday, June 23ro, 1949 at 10 A.M. AT THE Hotel Conmodore, New York, N, Y. The President called the meeting to order at 10,00 A.M. and acted as Chair man. .. Mr. Stickles was requested to act as Secretary. The' Chairman' called upon the Acting Secretary to call the roll and report THE NUMBER OF PER80N8 PRC8ENT IN PERSON OR BY PROXY. The Acting Secretary announced that there were six members present in person ANO FIVE REPRESENTED BY PROXY A8 F0LL0W8. M& . Fibre & Metal Proouctb, Inc. Grizzly Manufacturing Cow*any Labco Brake Products Corporation, Ltd Marshall-Eclipse Division, Sendix Aviation Corporation Molded Materials- Division, Carlisle Corporation Raysesto8-Manhattan, Inc. Russell Manufacturing Company Scandinavia Belting Company Southern Friction Materials Company Wellman Company, The 8. K. World Sestos Corporation ^rWSFNTftTI.YE Ben Freibaum (proxy) Joseph G. Brown William H. CXjnn (proxy) Wright Tisdale (proxy) George . Ritter Frank Miller Amor P. Smith Vincent A, Spina William H. Dunn (proxy) T, A. Novotncy (proxy) Oonald H. Spicer Others Present Ravbestos-Manhattan, Inc. Russell Manufacturing Company William H. Dunn Leo S. Sullivan Lester D. Stiokles (legal counsel) The Chairman thereupon*announced that a quorum, of the membership was present The Chairman then appointed Messrs* Brown, Spina and Spicer as the Nomina ting Committee to present nominations for the election of the members to the Boaro of Directors. On the report of the officers, the President informed the meeting that the 80LE AND SINGLE PURPOSE OF THE INSTITUTE WAS TO SEE THAT 8ERVICE WAS RENDERED TO THE MEMBERS BY THE PUBLICATION OF THE DaTA BOOK, ALONG WITH BULLETINS PERTAINING 0016 FMSI 00650 -2- THERETO, ANO SERVICES RENOEREO TO THE MEMBERS BV THE 8TAFF OF THE INSTITUTE CONCERNI NS PARTICULAR INFORMATION AS' 'TO SIZES ANO SPECIFICATIONS. He FURTHER REQUEBTEO FULL COOPERATION OF ALL MEMBERS TOWARD THE END OF MAKINC THIS SERVICE OUT8TANOINC. The Treasurer then presenteo his report and showed a balance in the bank as of June 23ro, t949 of $3, 041.73. He them presenteo a ceneral statement AS TO THE ITEMS OF EXPEN8E FOR THE ENPUINO YEAR. ANO FURTHER REQUESTED THAT HE BE GIVEN THE AUTHORITY TO EXPEND $150 TO HAVE THE BOOKS OF THE INSTITUTE AUOITEO. In ADDITION HE REQUESTED THAT A PROPOSED BUDGET BE PREPARlO COVERING THE FIRST QUARTER OF THE ENSUING YEAR ANO THAT IT BE BENT TO THE MEMBERS FOR ' THEIR CONSIDERATION ANO APPROVAL. AFTER DISCUSSION, UPON MOTION OULY MAOE, SECONDED AND UNANIMOUSLY PA88E0,. IT WAS RE80LVED, that the Treasurer's report be accepted as WRITTEN ANO THAT HE SHALL BE AUTHORIZED TO EXPENO $150.00 FOR THE AUDIT OF THE BOOKS of the Institute for the ensuing year and THAT HE PREPARE A TENTATIVE BUDGET COVERING THE FIRST QUARTER OF THE VEAR, WHICH HE WILL SEND TQ THE MEMBERSHIP FOR THEIR CONSIDER ATION ANO APPROVAL. Mr. Dunn, as Chairman of the Oata Book Committee, reported that at a meeting of the Committee he was authorized to contract for the printing op the Oata Book. This contract was prepared for 75,000 copies of the same and the order was placed with the Carey Press of New York City, who were the low 81 DOERS FOR THE WORK. UPON MOTION OULV MADE, SECONDED ANO UNANIMOUSLY PA88E0, IT WAS RESOLVED, THAT THE CONTRACT WITH THE CaRSY PRESS FOR THE PUBLICATION OF 75, 000 COPIES of the Data Book is heresv ratified ano APPROVED. Mr. Stickles was then called upon by the Chairman to report as counsel upqn the dissolution of the Brake Lining Manufacturers' Association, Inc. and THE ACQUISITION OF THE ASSiTB BY THE INSTITUTE. The MEETING WAS INFORMED THAT on September 23rd, 1948 Brake Lining Manufacturers' Association, Inc. was OFFICIALLY DISSOLVED. THE BOARD OF DIRECTORS ACTING AS TRUSTEES IN WINDING UP THE BUSINESS OP THE ASSOCIATION ATTESTED TO PRESERVE THE DaTaBOOK INFORMATION BY KEEP INB IT UP-TO--OATC AB FAR AS POSSIBLE. On ApRIL 27TH, 1949 a' MEETING OF the said Board of Directors of BLMA in dissolution was has,at which time an OFFER WAS MAOE ON BEHALF OF THE INSTITUTE TO PURCHASE THE AS8CT8 OF THE . Association with the exception of the cash on hano ano U. 8. Savings Bonds, for the sum of 014,000. This offer bv the Institute was accepted by the Board of Directors of Brake Lining Manufacturers Association, Inc., acting as trustees in the dissolution of the Association. An assignment of all copy rights i8sueo to Brake Lining Manufacturers' Association, Inc. from the inception of the publication of the Data Book to date was made to the Institute and a bill of sale was also executed by the officers of Brake Lining Manufacturers' Association, Inc. transferring the fixtures ano other assets to the Institute. In completing the transaction the Institute assumed a possible contingent liability of the 3rake Lining Manufacturers' Association, Inc. in the maximum PRINCIPAL SUM OF $2,500.00. The LIQUIDATION OF THE BRAKE LINING MANUFACTURERS* Association, Inc. was completed as of April 30th, 1949. It was further disclosed that the consideration of $14,000 plus cash on hand ano U. 8. 8avingb 3onos IN ITS POSSESSION, WAS SUFFICIENT TO ALLOW THE BRAKE LINING MANUFACTURERS1 Association, Inc. to pay off its obligation ano eno up with nothing in the FMSI 00651 T -3TREASURY| ANO FURTHER THAT THIS $14,000 WAS RAI8E0 FROM MEMBERS OF THE Institute by assessment and paid to the old Association. The Board of Directors at a Special Meeting had authorized the offer above SET FORTH FOR THE A88ET8 OF THE BRAKE LINING MANUFACTURERS' ASSOCIATION, INO. ANO the Chairman requested thit the resolutions passed by the Board of Directors be PRESENTED TO THE MEETING IN ORDER THAT THE MEMBERSHIP WOULD HAVE AN OPPORTUNITY OF RATIFYING THE SAME. The Acting Secretary reao the saio resolutions and they were acted upon in THE FOLLOWING ORDER. Upon motion ouly maoe, secondeo and unanimously passed the following RESOLUTIONS AOOPTEO AT THE SPECIAL MEETING OF THE BOARO OF OlRECTOR8 ON April 27th, 1949, WERE RATIFIED AND CONFIRMED: WHEREAS, BLMA has for a number of years PUBLISHED A DATA BOOK WHICH HAS BEEN . AN IMPORTANT FACTOR IN STANDARDIZING SPECIFICATION AND SIZES IN THE INDUSTRY; ANO WCREAS, saio BLMA is now in dissolution and HAS DISCONTINUED THE PUBLICATION OF the Data Book; ano WHEREAS, IT IS THE CONSENSUS OF OPINION OF this Boaro of Directors that the INTEREST OF THE MEMBERS OF THE Institute and the inoustry at large WILL BEST BE SERVED SY PURCHASING THE PUBLICATION RIGHTS TO THE Data BOOK AND CONTINUING ITS PUBLICATION; ANO WHEREAS, the President of the Institute has made an offer on the Institute's be half FOR THE PURCHASE OF CERTAIN OF THE ASSETS OF BLMA, INCLUDING * < PUBLICATION RIGHTS TO THE DaTA BOOK; ANO WHEREAS, the Association has accepted the offer of the Institute with the condition that the Institute save harmless the members of the Board, of Directors of the Associ ation, in dissolution, of and from any liabilities of the Association not now PROVIOEO FOR, UP TO AN AGGREGATE PRINCIPAL sum op $2,500; NOW THEREFORE, BE IT RESOLVED, that it is to the best interests of THE MemCRS OF THE INSTITUTE AND OF THE INDUSTRY AT LARGE THAT CERTAIN ASSETS OF BLMA, IN DISSOLUTION, AS SET FORTH AMOVE, BE ACQUIRED; AND BE IT FURTHER FMSI 00652 >4- RESOLVED, that the officers of the Institute be and THEY HEREBY ARE AUTHORIZED AND DIRECTED ON BEHALF OF THE INSTITUTE TO PURCHASE ALL OF THE A88ETS OF 8LMA, |N DISSOLUTION, WITH THE EXCEPTION OF CASH IN SANK ANO INVESTMENTS, AND INCLUDING ALL RIGHTS TO THC OaTA BoOK, FOR the sum of Fourteen Thousand ($14,000) Dollars, AND WITH THE FURTHER PROVISION THAT THI3 INSTITUTE SAVE HARMLESS THE MEMBERS OF THC BOARD OF DIRECTORS of thc Association, in dissolution, op and from any liabilities of the Association, payment of which has NOT BEEN FULLY PROVIOED FOR, UP TO an AGGREGATE PRINCIPAL SUM OF $2,500; AND SC IT FURTHER RE80LVE0, ' that the Treasurer of the Institute upon delivery to the Institute of the assets accompanied by INSTRUMENTS OF TRANSFER ANO ASSIGNMENT IN A FORM APPROVED BY COUNSEL TO THC INSTITUTE, SHALL PAY TO BLMA the sum of Fourteen Thousano ($14,000) Dollars; ANO sc it further RE80LVED, that the President or the Institute be and he hereby IS AUTHORIZED TO EXECUTE AN INSTRUMENT WHEREBY THC Institute saves harmless the members of the Boaro of Directors or the Association, in- dissolution, of ANO FROM ANY LIABILITIES OF THE ASSOCIATION NOT NOW provided for, up to a maximum abgrcsate sum of $2,500. RE80LVED, that the xction of the President in levying an ASSESSMENT UNDER OATC OF MARCH 23, 1946, AND A SUPPLEMENTAL ASSESSMENT UNDER OATC OF APRIL 20, 1948, IN ACCORDANCE WITH THE PROVISIONS OF 8CCTI0N 2 OF Article VIlI ano Section 3 or Article IX of the Constitution, for the purpose of raisins the nec essary FUNOS WITH WHIOH TO PURCHASE THC ASSETS OF BLMA, IN DISSOLUTION, SC AND THC SAME HERESY IS APPROVED, RATIFIED ANO CONFIRMED. RESOLVED, that the Institute publish a new coition of the Data Book unoer the NRMC FRICTION MTERI aLS DATA BOOK, WITH PUBLICATION DATE OF JUNE I, 1948, OR AS SOON THEREAFTER AS PRINTING ANO DISTRIBUTION CAN SE AOOOMPLISHED, ANO IT IS FURTHER RESOLVED, that the Treasurer of the Institute sc and he HERESY IS AUTHORIZED ANO DIRECTED TO ENTER INTO A CONTRACT, ON BEHALF OF THC INSTITUTE, FOR THE PRINTING of the new Data Book, with such printing company as . HE MAY IN HI8 DISCRETION SCLCQT. RESOLVED, that Mr. Vincent A. 8pina be and he heresy is appointed a Committee of One to take such steps as he deems nco cssary to announoc in appropriate trade journals AND other media, thc organization of the new Institute. FMSI 00653 -5- RESOLVED, that the officew of the Institute be ano they hereby ARE AUTHORIZED ANO DIRECTED TO TAKE OVER THE PREMISE8 now occupied by BLMA at 370 Lexington Avenue, New York 17, New York, ano to pay therefor to the lanoloro the rent of 5149,50 per month, RESOLVED, THAT THE OFFICERS OF THE INSTITUTE BE AND THEY HEREBY ARE DIRECTEO TO PRESENT AT THE NEXT MEETING OF THE MEMBERSHIP A RESOLUTION AMENDING SECTION I OF ARTICLE IX of the Constitution so as to read as follows: "SECTION I, INITIATION FEE." The Initiation fee payable upon A0MI88I0N TO THE INSTITUTE SHALL BE $1,000,00, EXCEPT THAT ANY MEMBER ELECTEO TO MEMBERSHIP AS A CHARTER MEMBER BY THE INCORPORATORS AT THEIR FIRST MEETING, OR ANY MEMBER ELECTEO TO MEMBERSHIP ON OR BEFORE June 6th, 1949, shall not be required to pay any INITIATION FEE." RESOLVED, THAT AN ASSESSMENT BE LEVIED IN THE AMOUNT OF s>4,500.00 AND IN THE RATIO PRESCRIBED UNDER SECTION 2 OF ARTICLE . IX of the Constitution, for the purpose of carrying ON THE WORK OF THE INSTITUTE FOR THE BALANCE OF THE FISCAL YEAR ENDING JUNE 30, 1949, AND IT WAS FURTHER RESOLVED, that the Treasurer of the Institute be and he hereby ib authorized and oirected to seno out appropriate NOTICE8 OF ASSESSMENT TO EACH INDIVIDUAL MEMBER COVERING HI 8 PROPORTIONATE SHARE. The QUE8TION AS TO WHETHER OR NOT THE DATA BOOK INFORMATION WOULD BE AVAILABLE FOR ANY CONCERNS NOT MEMBER8 OF THE INSTITUTE WAS PRESENTED ANO AFTER A LENGTHY DISCUSSION THE FOLLOWING RESOLUTION WA8 DULY PRESENTED, BECONOEO ANO UNANIMOUSLY assed: RESOLVED, That the Data Book information published or un published, OR ANY SERVICES RENDERED THEREWITH BY THE STAFF OR THE MEMBERS OF THE INSTITUTE, WILL NOT BE FURNI8HEO TO ANY INDIVIDUAL, CORPORATION OR FIRM . OUTSIDE THE MEMBERSHIP OF THE INSTITUTE EITHER gratuitously or for a consideration, except THAT COMPLIMENTARY COPIES OF THE QaTA BOOK MAY BE FURNISHED TO INDIVIDUALS AND FIRMS APPROVEO BY THE DATA BoOK Committee. The question as to the proposeo change of name of the Institute was then PRESENTED FOR CONSIDERATION ANO AFTeR DI8CU6SI ON, THE FOLLOWING RESOLUTION WAS "RE3KNTED, SECONDEO AND UNANIMOUSLY PASSED: RESOLVED, that it is to the best interests of the Institute that its name be changed to FRICTION MATERIALS STANDARDS j INSTITUTE, INC., and be it further RESOLVED, that the officers of the Institute be, and they hereby ARE, AUTHORIZED TO APPLY TO THE SECRETARY OF THE STATE of New York, in form approved by counsel, for the PURPOSE OF ACCOMPLISHING THE CHANGE OF name ABOVE BET FORTH. \ X. FMSI 00654 -6- The Nominating Committee was asked by the Chairman to refort prior to the HOLOING OF THE ELECTION OF DIRECTORS. The CHAIRMAN OF THE SAID COMMITTEE PRE SENTED the Committee's report and nominated the following for members of the Board: Thomas L. Gatke - Director at large Class I. two year term - Frank Miller. Clasb II# " - Fred Weyburne Class III# " " 11 - G, E. Ritter Class I, one year term - Joseph Brown Class 11, " * - Amor P. Smith Class 111, * * * - Vincent 6pina The Chair calleo for nominations from the floor and there were none presented. Upon motion duly maoe, seconded ano unanimously adopted, it was RESOLVED, that the Acting Secretary cast one ballot each for Mr. Gatke Mr. Miller, Mr. Weyburne, Mr. Ritter, Mr, Brown, Mir. Smith and Mr, Spina, to be members of the Boars of Directors in accordance with the provisions of the Constitution ano By-Laws. The Acting Secretary announced to the meeting that he hao cast one vote EACH FOR THE RESPECT IT* NOMINEES ANO THE CHAIR ANNOUNCED THAT THEY HAO SEEN DULY ELECTED MEMBERS OF THE BOARD OF DIRECTORS. (AT THIS POINT LUNCHEON RECESS WAS TAKEN) The meeting was resumed at 1:30 P.M. The QUE8TION AS TO THE CONTINUATION OF FURNISHING COPIES OF THE OATA BOOK TO CERTAIN INDIVIDUALS EMPLOYED BY CAR, CLUTCH ANO BRAKE MANUFACTURERS, WHO ASBISTEO IN AS8EMILINS OF DaTA BOOK INFORMATION WAS FULLY OISCUS8ED ANO UPON MOTION OULY MAOE, 8ECONOEO ANO UNANIMOUSLY ADOPTED, IT WAS RESOLVED, that the Oata Book Committee establish an approved LIST OF CAR, CLUTCH AND BRAKE MANUFACTURERS, rfOTH AS TO COMPANIES ANO INDIVIDUALS TO WHICH COMPLI MENTARY COPIES OF THE Data BOOK BE SENT, TOGETHER . WITH A LETTER FROM THE PRESIDENT OF THE INSTITUTE. The question as to what heaoing would be used in designating numbers for Data Book publication was discussed and upon motion duly maoe, seconoeo ano UNANIMOUSLY PAS8EO, IT WAS RESOLVED, THAT THE LETTERS Fi-fi BE USED IN ALL REFERENCE to the Data Book information. Consideration was next given to the request of the Canaoian BLMA to become a member of the Institute. After discussion the following resolution was duly MADE, SECONDED ANO UNANIMOUSLY PA88E0: RESOLVED, THAT THE APPLICATION OF THE CANADIAN BLMA FOR MEMBERSHIP in the Institute be referred to the new Board of Directors for investigation and report sack to the MEMBERSHIP AS TO IT8 FINOINGS. FMSI 00655 The question as to the method or raising dues and assessments was then FULLY DI8CU88ED, ANO IT WA8 THE C0NCEN8US OF OPINION OF THOSE PRE8ENT THAT the new Board of Directors shoulo consider the entire situation as to oues ANO ASSESSMENTS ANO REPORT ITS FIN0ING8 TO THE MEMBERSHIP FOR ACTION. A LETTER FROM THE INLAND MANUFACTURING DIVISION OF GENERAL MOTORS CORPORATION, dated June 6th, 1949 was read sy the Acting Secretary, upon request of the Chair man. This communication referred to a declaration policy of the Institute. After a prolonged discussion the following resolution was ouly presented, seconded ANO UNANIMOUSLY ADOPTED I VHEREAS, this 'nstitute is dedicated to the public service and DEVOTED TO THE RENDERING OF TECHNICAL A88ISTANCE TO IT8 MEMBERS; ANO WHEREAS, THESE PURPOSES OF THE INSTITUTE CAN BEST BE ACCOMPLISHED THROUGH THE COOPERATIVE EFFORTS OF ALL OF THE MEMBERS OF THE INDUSTRY', AND WHEREAS, IT 18 THE CONCENSUS OF OPINION OF THE MEMBERS OF THE Institute gathered at this its First Annual Meeting that A clear STATEMENT OF PURPOSES AND ACTIVITIES BE AOOPTED; NOW, THEREFORE, BE IT RESOLVED. - THAT THE OBJECT OF THIS INSTITUTE IS TO RENDER TECHNICAL ASSISTANCE TO ITS MENBER8 THROUGH THE PUBLICATION OF DATA RELATING TO DETAILED SPECIFICATIONS OF BRAKES ANO CLUTCHES; BY SUPPLYING TO THEM ENGINEERING DATA AO TO 8IZEB, TYPE8 AND DRILLING PATTERNS WHERE RE QUIRED OF BRAKE LINING8 AND CLUTCH FADINGS AS FURNI8HED BY CAR, IMPLEMENT, BRAKE AND CLUTCH MANUFACTURERS. This information ano data to be supplied to members IN THE FORM OF BLUE PRINT SPCCIFICATION, DATA BOOK PUBLICATIONS ANO BPECIAL BULLETINS; AND BE IT FURTHER RESOLVED, THAT THE FOREGOING OBJECT 8HALL BE ACCOMPLISHED THROUGH THE FOLLOWING ACTIVITIES; (1) By maintaining a small staff for the purpose OF COLLECTING DETAILED 8PECIFICATIONS RELATING ' to friction materials to be used in conjunction WITH BRAKESw, CLUTCHES ANO OTHER EQUIPMENT. (2) By HAVING SUCH 8TAFF EDIT AND ARRANGE THE TECHNICAL DATA FOR PUBLICATION ANO DISTRIBUTION TO MEMBERS. (3) By publishing periodic editions of the FRICTION MATERIALS OaTa BoOK CONTAINING THE TECHNICAL ANO ENGINEERING DATA AS8EMBLE0 BY ITS STAFF ANO PUBLISHING FROM TIME TO TIME SUPPLE MENTS AND BULLETINS TO SUCH ANNUAL DaTA BOOK IN ACCORDANCE WITH THE REQUIREMENTS OF THE members FMSI 00656 -0- (4) To MAKE AVAILABLE THE DaTA BOOK, BLUE PRINT8 AND BULLETINS TO MEMBERS OF THE INSTITUTE; ANO BE IT FURTHER RESOLVED, THAT THE FOREGOI NO SHALL CONSTITUTE THE SOLE OBJECT ANO ACTIVITIES OF THE IN8TITUTE ANO THAT THE Directors and officers are hereby restricted from OEVIATING FROM OR EXTENDING THE FOREGOING OBJECT AND ACTIVITIES WITHOUT THE PRIOR CONSENT OF THE MEMBERSHIP GIVEN AT A MEETING PROPERLY CALLED FOR THAT PURPOSE. IT VVA8 STATED THAT IT WOULD BE E88ENTIAL TO 8END OUT 8TATEMENT8 COVERING DUES FOR THE FIRST QUARTER, IN VIEW OF THE FACT THAT A FULL BUDGET HAD NOT BEEN PRESENTEO FOR CONSIDERATION BY THE MEMBERSHIP, ANO UPON MOTION DULY MADE, SECONDED AND UNANIMOUSLY PA8SED, IT WAS RESOLVED, THAT THE DUES FOR THE FIRST QUARTER OF THE ENSUING YEAR FOR MEMBER8HIp BE ARRIVED AT BY THE SAME FORMULA AS THAT U8ED IN FIXING THE A88E88MENT THAT WAS PAID BY MEMBER8 OF THE INSTITUTE FOR THE PURCHASE OF THE A9SET8 OF THE DRAKE. LINING MANUFACTURERS1 AsSOCIAT ION, INC, The question as to whether or not the Institute would make any contributions tp the Public Roads Aovisory Committee or the National Safety Council was dis cussed, AND UPON MOTION DULY, MADE, SECONDED AND UNANIM0U8LY ADOPTEO, IT WAS RESOLVED, that the question of contributions be referred to the new Boaro of Directors for their determination ano WITH THE POWER TO ACT THEREON FOR THE INSTITUTE. Upon the request of the Chairman the Acting Secretary then read a letter rr,ovi Asbestos Manufacturing Company, oateo June 6th, 1949, tendering its re signation A8 A MEMBER OF THE INSTITUTE TO TAKE EFFECT IMMEDIATELY. THIS COMMUNICATION WA8 REFERRED TO THE NEW BOARD OF DIRECTORS FOR CONSIDERATION A8 TO WHETHER OR NOT THE REQUIREMENTS OF THE CONSTITUTION AND By-LaW8 OF THE Institute had been complieo with, and with authority to act upon the request. Further letters from Asbestos Manufacturing Company under oate of June 16th, , (2) and June 17th, requesting particular information about specifications and BRAKE LININGS WERE THEN READ. Mr. Stickles, as counsel was requested to report on the application for the aooption of Rules of Fair Practice, now penoing before the Federal Trade Commission. After a report was presented, and the matter fully discussed, upon motion duly made, seconded and unanimously adopted, it was RESOLVED, that no further action be having conferences toward of Fair Practice. taken by the Institute for the end of adopting Rules There being no further business to come before the meeting, upon motion ouly MADE ANO SECONDED, IT WAS . adjourned LESTER 0. STICKLES (acting Secretary) FMSI 00657 T T