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* J, Lead Industries Association, Inc. Ml Madison Avenue Ntw York, N. Y. 10017 Tataphona: (212) I7V-9C20 MINUTES ANNUAL MEETING LEAD INDUSTRIES ASSOCIATION, INC, April 4, 1973 Sheraton-Cadlllac Hotel Detroit, Michigan As provided in a notice of meeting and agenda mailed to each member on March 13, 1973, the regular Annual Meeting of the member* of the Lead Industries Association, Inc., was held on Wednesday, April 4, 1973, at the Sheraton-Cadillac Hotel, Detroit, Michigan. Purpose of the meeting was to elect the Directors of the Association, as well as to transact other business. CALL TO ORDER The business session was called to order by the Chairman, Mr. D. Broward Craig. QUO HUM The Secretary reported that a quorum was present. APPROVAL OP MINUTES The Chairman announced that the Minutes of the the previous Annual Meeting had been sent to the members on April 28, 1972, and that no comments had been received. On motion made, seconded and unanimously approved, the Minutes of the meeting, April 6-7, 1972, were approved as written and a copy was ordered filed with the Offical Minutes of the Association. ANNUAL EEPORT The Chairman displayed a copy of the Annual Report of the Association for 1972, consisting of the Auditor's Report for 1972, a copy of the Annual Meeting Minutes for the regular Annual Meeting, April 6-7, 1972, and a list of the Member Companies of the Association with their addresses. The report was ordered filed with the Offical Minutes of the Annual Meeting. TREASURER'S REPORT The Chairman then called upon X. J. O'Hara, the Treasurer of L1A, who gave the Treasurer's Report for the fiscal year 1972. Motion was made, seconded and unanimously approved to accept the Treasurer's Report. REPORT Of NOMINATING COMMITTEE FOR DIRECTORS The Chairman called upon Mr. J. Cordon McCullough, Chairman of the Nominating Committee for Directors, to present the slate. Mr. McCullough gave j I .wm ii. ,, , .1. ..m,). ii.i ., .... j n l ; ,r* ..xi e . e"--* am wn--'uemii-..')' > M o Annual Meeting Minutes 2 April 4, 1973 the following reporti Tha Nominating Committee for Director*, composed of myself a* Chairman and Me38rs. R. J. Kenny, J. A. Mardlck, J. C. MacLean, and T. M. Smylie, recommend to the Membership the election of the following slat* and place their nair.es in noratnatloni D. Broward Craig R. O. Braendle H. T. Fargey R. A. Gardiner, Jr. Keith C. Hendrick Paul C. Henahaw Lawrence M. Hermes Robert A. Kenkel R. J. Kenny H. A. Krueger w. H. Love J. C. MacLean J. A. Hardick J. G. McCullough Frank H. Osborn R. H. Ramsey T. M, Smylie Simon D. Strauss Reuben Viener St. Joe Minerals Corporation E. I. du Pont da Nemours t Co. Cominco Ltd. Gardiner Metal Company Noranda Sales Corporation, Ltd. Homestake Lead Co. of Missouri Dresser Minerals Division Dresser Industries, Inc. Federated Metals Division American Smelting t Refining Co. ESB Incorporated Ozark Lead Company Hecla Mining Company Cominco American Incorporated NL Industries, Inc. Anax Lead & Zinc, Inc. Broken Hill Associated Smelters Proprietary Ltd. Newroont Mining Corp. Ethyl Corporation American Smelting & Refining Co. Hyman Viener Sons NUMBER OF DIRECTORS As required in Section 3.02 of the Association's Bylaws, the Chairman requested that a motion be made to fix the number of Directors for the coming year. Motion was duly made, seconded and approved by the Membership to fix the number of Directors at 19. ELECTION OF DIRECTORS There were no nominations from the floor, and it was moved, seconded and unanimously approved that the nominations be closed and that the Secretary be instructed to cast one ballot for the slate as presented by the Nominating Coesnitte*. OTHER BUSINESS I Bylaw Changes The Chairman then stated that it would be appropriate to amend the Bylaws of the Corporation to reduce the quorum required for meetings of members, and to streamline the procedure for removal of a director to bring this wording in line with the New York State "Not For Profit Corporation" law. After discussion, on motion duly made and seconded, the following resolutions were adoptedi 1 f * ; LIA21315 Annual Meeting Minutes ) April 4, 1973 Rotolved, that Section 2.05 of the Corporation1 a Bylaw* be amended to read at follow*! "2.05 Quorum. Except at at the time required by itatute, the pretence at any netting of the members, in perton or by proxy, of one third of the member* entitled to vote ehall be necessary and sufficient to conatltute a quorum for the transaction of business. In the absence of a quorum, a majority of the members present in perton or by proxy and entitled to vote may adjourn the meeting sine die or to another time or place. When a meeting it adjourned to another time or place, no notice need be given if such time or place it announced at the meet ing at which the adjournment it taken. At any duly adjourned meeting at which a quorum la present, any business may be transacted which might have been trans acted at the meeting at originally called." Resolved, that Section 3.06 of the Bylaws be amended to read aa followst "3.06 Removal. Any director may be removed at any H1"* either for or without cause by the vote of a majority of all the member* entitled to vote thereon given at any meeting of the members." Resolved, that Section 3.07 of the Bylaws be amended to read as followti "3.07 Vacancies, Whenever a vacancy shall occur on the Board of Directors because of the death, resignation or expiration of the term of office of a director who represented a member, such member may fill the vacancy with a new repiesentative appointed by it. In all other cases, vacancies, unless theretofore filled by the members, may be filled by the Board of Director*." Resolved, that the reference to the "New York Membership Corporation Law" in the first sentence of Section 9.01 be changed to refer to the "New York Not For Profit Corporation Law." TECHNICAL PROGRAM The Chairman announced that a technical program would immediately follow the Annual Meeting of Members (listed below)i SESSION Lead In The Automobile Industry Chairmani J. C. MacLean ' 'i-J sse"esyjj^*ausj;piiaMpejsM!eM.ey r1* uj j ?nvm 1 ' * t - h u il.ip h iii m i H u m mi mwmm LIA21316 Annual Meeting Minutes -4- April 4, 197J Speaker! TITLE! J. A. Peterson Director Purchases Prestollte Battery Div., Eltra Corp. "Outlook (or Use of Lead In Automobile and Industrial Batteries* ** Speaker: TITLE! H. E. Heaselberg Vice President t Director of Air Conservation Ethyl Corporation "Status of Lead In Gasoline* a* Speaker! TITLE! P. E. Toth Supervisor Industrial Hygiene Section Tord Motor Company "Environmental Considerations on Continued Use of Lead in Automobiles* SRh SESSION Joint LIA/ZI Mominq Session Chalmam K. C. Hendrick Speaker! TITLE! W. W. Karsh President American Society of Association Executives 'The Association's Role in Lead and Zinc Industry's Future* Speaker! TITLE! R. A. JCilmarx Research Principal Center for Strategic International Studies "Minerals Policy and World Supply Situation for Lead and Zinc Up to 1980* SESSION Joint LIA/ZI Afternoon Session Chairman! J. C. Duncan ** 'l">w p < Jw gwiWP>ww j iii iL.-i tu ig iii!jmi nii.mj|iiPHJ jWB8!' iwsw n n w pip>PW ^ w . M1 'LsU,j iij w . .Hiui.w.vvimwiK1' EWMU.-U umpiM' LJA?13u Annual Meeting Minute* 5 April 4, 1973 Speaker! TITIii Vernon ftoae Special Assistant OS HA U.S. Department of Labor "Implications of OSHA Regulations on the Lead and Zinc Industry* Speaker! TITLE! S, T. Radtke Executive Vice Prealdent Dir. of Research International Lead Zinc Reaearch Organization, Inc, "Research and Development in the Lead and Zinc Industry Over the Next Ten Years* , *** Speaker! TITLEi G. C. Gambs Vice Prealdent Special Projects Ford, Bacon Davis, Inc. "Implications of Energy Crisis to Lead Zinc Industry* Speaker! TITLEi Nick Timenes Office of Economic Analysis U.S. Department of the Interior "Implications of Energy Crisis to Lead Zinc Industry* 1 A transcript of the above program will be circulated to members. i ADJOURNMENT In the absence of other matters to come before the meeting, it was duly adjourned April 4, 1973, 11:45 a.a. Respectfully, JFSila Attachments 5/24/73 ! Jerome P. Smith Secretary esprewem ;yam . ! .>' neiw-j'y 'MWSSB' !UM `If Ml .!*>! JRA- LIA21312 am news AN'NOUHCEyjENT Of ELECTION OF LIA OFFICERS FOR THE YEAR 1973-74 On Thursday, April 5, 1913, th* Chairman announced the election of the following Officers by the Board of Diractorsi President t Chairman of tha Board D. Broward Craig St. Joe Mineral! Corporation Vica Presidents J. G. McCullough Amax Lead C, Zinc, Xno. J. r. Rittanhouae C s D Battariaa T. M. Say11a Ethyl Corporation Executiva Vica Preaidant Philip E. Robinson Lead Induatriaa Association, Inc./ Zinc Institute, Inc. Secretary Jerome F. Smith Lead Induatriaa Association, Inc./ Zinc Institute, Inc. Assistant Secretary ~ Lewis E. Gage Lead Industries Association, Inc./ Zinc Institute, Inc. Treasurer - R. J. o'Kara Amax Lead & Zinc, Inc. Assistant Treasurer - Dorothy L. Moore Lead Industries Association, Inc./ Zinc Institute, Inc. FUTURE ANNUAL MEETING DATES AMD PLACES Tha Board of Directors at its regular meeting approved the following dates and places for future Annual Meetingsi dat e HOTEL CITY 1974 - April 3-5 1975 - April 1-3 1976 - April 5-7 1977 - April 13-15 The Drake Hotel Royal York Hotel Houston Oaks Hotel (Not Selected) Chicago, Toronto, Houston, Chicago, Illinois Canada Texas Illinois \ ' .wwasWW-..aiss)< w mme^luamnat m- nsm'w