Document QkxJk0w7aX833b4m9p59d5xv7

FRICTION MATERIALS STANDARDS INSTITUTE. INC, 370 LEXINGTON AVENUE. NEW YORK, N. Y ANNUAL MEETING OF THE FRICTION MATERIALS STANDARDS INSTITUTE, INC. Wednesday, June 21st 1950 at 10:30 A.M. AT THE Hotel Commodore, New York, N. Y. The President called the meeting to oroer at 10:30 A.M, and acteo as Chairman. The Secretary announced that there were six members present in person and three repre sented by proxy as follows: MEMBER Grizzly Manufacturing Company Marshall-Eclipse Division Molded Materials Division Raybestos-Manhattan, Inc. Russell Manufacturing Company Scandinavia Belting Company Southern Friction Materials Company Wellman Company, The S.K, World Bestos Corporation REPRESENTATIVE Vincent A. Spina (proxy) Albert J. Roeme'r George E. Ritter Frank A. Miller Amor P. Smith Vincent A. Spina Amor P. Smith (proxy) Harriet G. Duschek (proxy) Donald H. Spicer OTHERS PRESENT Russell Manufacturing Company Friction Materials Stds. Inst. McLaughlin, Stickles & Hayoen Inc. Leo S, Sullivan Harriet G. Duschek, Secretary Lester D, Stickles, Counsel MINUTES OF PREVIOUS MEETING The Chairman announced that a reading of the minutes of the previous meeting held June 23rd 1949 would be for information only since they hao been distributed to the membership and that all decisions reached hao been fully enacted. Upon motion DULY MAOE, SECONDED AND UNANIMOUSLY PA8SE0, IT WA8 RESOLVED: That the minutes of the first annual meeting of the Institute held on June 23rd 1949 be accepted as distributed. FMSI 00534 Minutes or Annual Meeting 4- June 21, 1950 Section 2. Annual Fees (A) Active Members. The annual fees of active members shall be based upon a formula developed by the BoaRO OF 0|RECTORS ANNUALLY AND REVIEWED AND APPROVED BY THE MEMBERSHIP. (B) Regional Members. The annual fees of regional MEMBERS SHALL BE 51,500.00. (C) Assoc IATES. The ANNUAL FEES OF ASSOCIATES SHALL BE 52,500.00 PAYABLE QUARTERLY IN ADVANCE ON THE FIRST DAYS OF JULY, OCTOBER, JANUARY AND April. There shall be no prorationing of such annual FEES OF AN ASSOCIATE and AN ASSOCIATE WHO IS ADMITTED DURING THE FISCAL YEAR SHALL BE OBLIGATED TO PAY THE FULL AMOUNT OF THE ANNUAL FEES FOR THE THEN CURRENT FISCAL YEAR. With regard to Section 3, the Chairman advised that a slight change was made after RELEASE IN THE NOTICE OF MEETING. The WORDS "aND PROVIDING THAT IT MEETS WITH THE REQUIREMENTS OF 'ARTICLE VIII SECTION 2 HEREOF11 WERE ADOED, SINCE ARTICLE VIII LIMITS THE INCREASE TO 10^ OF THE BUDGET APPROVED AT THE LAST ANNUAL MEETING. After discussion, upon motion duly made and seconded, it was RESOLVED: That Article IX Section 3 be revoked and the FOLLOWING BE SUBSTITUTED! - Section 3. Additional Assessments. The Board of Directors shall have the power from time to time TO LEVY AGAINST THE ACTIVE MEMBERS OF THE INSTI TUTE SUCH ADDITIONAL ASSESSMENTS AS THE BOARD IN ITS SOLE DISCRETION DEEMS DESIRABLE IN ACCORDANCE WITH THE FINANCIAL REQUIREMENTS OF THE INSTITUTE, PROVIDED, HOWEVER, THAT A SCHEDULE OF ANY SUCH ADDITIONAL ASSESSMENTS SHALL BE MAILEO TO EVERY ACTIVE MEMBER OF THE INSTITUTE WITHIN THIRTY (30) DAYS AFTER THE ADOPTION OF A RESOLUTION AUTHORIZ ING SUCH ASSESSMENTS AND PROVIDING THAT IT MEETS WITH THE REQUIREMENTS OF ARTICLE VIII SECTION 2 HEREOF. Article IV -- Section 2 The Secretary read the proposed section ano explained that each class of director WAS CLARIFIED TO I no I CATE REPRESENTATION OF AN ACTIVE VEMBER RATHER THAN A "MEMBER" AND THAT THE REFERENCE TO SALES REPORTS WAS OMITTED. After discussion, upon motion ouly made, seconded and unanimously passed, it was RESOLVED: That Article IV Section 2 of the Constitution de AMENDED TO READ AS F0LL0W8! FMSI 00537 Minutes of Annual Meeting 5- June 21, 1950 Section 2. Classes. It is the expressed policy of the Institute that the Boaro or Directors shall, at all times, se representative of a cross 8ECTI0N OF THE INDUSTRY AND TO THAT END THREE CLASSES OF DIRECTORS SHALL BE CREATED AS FOLLOWS: Class I. Consisting of two directors, each ASSOCIATED WITH AN ACTIVE MEMBER WHOSE ANNUAL FEE PAYABLE TO THE INSTITUTE 18 WITHIN THE TOP ONE-THIRD BRACKET OF ANNUAL FEE8 PAID. Class 2. Consisting of two directors, each ASSOCIATED WITH AN ACTIVE MEMBER WHOSE ANNUAL FEE PAYABLE TO THE INSTITUTE IS WITHIN THE M|DOLE ONE-THIRO BRACKET OF ANNUAL FEES PAID, Class 3. Consisting of two directors, each associated with an active member whose annual FEE PAYABLE TO THE INSTITUTE IS WITHIN THE LOWEST ONE-THIRD BRACKET OF ANNUAL FEES PAID. The 8EVENTH DIRECTOR SHALL BE SELECTED FROM THE INOU8TRY AT LARGE AND WITHOUT LIMITATION. Article VII - Section 5 iT WAS EXPLAINED THAT THIS 8ECTION WAS CHANGED TO ELIMINATE THE REFERENCE TO DOLLAR VOLUME AS QUALIFYING A MAJORITY VOTE. UpON MOTION MAOE, SECONDED AND UNANI MOUSLY PASSED, IT WAS RESOLVED: That Article VII Section 5 be amended to reao as follows: Section 5. Vote Requireo. Unless otherwise stipulated in the By-Laws, at all meetings of the Institute a majority vote of those present shall rule. In connection with any action taken by MAIL BALLOT, A MAJORITY VOTE OF ALL VOTING MEM BERS OF THE INSTITUTE SHALL RULE. Article XI - Section I Counsel explained that this section was amended to eliminate the reference to DOLLAR VOLUME. UpON MOTION DULY MADE, SECONDED AND UNANIMOUSLY PASSED, IT WAS RESOLVED: That Article XI - Section 1 be amended to read as follows: Section I. Vote Required. The Constitution and By-Laws may be amended at any regular or SPECIAL MEETING OF THE MEMBERS OF THE INSTITUTE ONLY (A) BY VOTE OF TWO-THIRDS OF THE ACTIVE MEMBER8 OR (B) BY THE WRITTEN ASSENT OF NOT LESS THAN TWO-THIRDS OF ALL THE ACTIVE MEMBER8 providing all Active Members have previously HAD WRITTEN NOTICE OF THE PR0PO8ED AMENDMENT. FMSI 00538 Minutes of Annual Meeting -6- June 21, 1950 RETENTION OF COUNSEL The Chairman advised that according to Article VI of the By-Laws, at each annual meeting of the members of the Institute, legal counsel shall se retained for the ENSUING YEAR. Upon motion made, seconoed and passed, it was unanimously RESOLVED: That Mr. Lester D. Stickles of McLaughlin, Stickles and Hayden be retained as counsel for the Institute at an annual fee of $2,500.00 plus reimbursement for disburse ments. PROPOSED FEE FORMULA The Chairman aoviseo that the Board would recommend to the membership a pro portionate FEE BAS18 TO BE PAID BY THE MEMBERS AFTER CONSIDERING THE REPORT OF A CAREFUL STUDY OF THE PROBLEM MADE BY A COMMITTEE APPOINTED THERETO. THE FEES WOULD COVER FOUR CLA88IFI CAT ION8. One member suggested a straight flat fee for all active members. It was further EXPRESSED THAT THE DUES OF THE ACTIVE MEMBERS 8H0ULD BE REDUCED ESPECIALLY TH08E IN THE UPPER BRACKETS WH08E FEES SHOULD BE LESS THAN THAT OF AN ASSOCIATE. Al*. OTHER MEMBER FELT THAT ANY ONE PROTESTING HI8 RATING COULD APPEAR BEFORE THE Board and present the necessary facts to correct the situation. It was also BROUGHT OUT IN THE DISCUSSION THAT M08T AS80CIATI0N8 HAVE A STRAIGHT FEE BAS IS BUT WHERE THIS T4ETHOD IS NOT USED, OTHER BASES U8ED ARE! 1. Consideration of the number of employees of a member company} or 2. The units of production shipped; or 3. Dollar volume of sales. The Committee felt that four classifications would be best arrived at by a formula FIXED BY THE BOARD OF DIRECTORS AND APPROVED BY THE MEMBERSHIP. NEW MEMBERSHIP CLASSIFICATION The meeting was advised that in order to control the use of the F.M.S. numbers and THEREBY HELP ENFORCE THE INSTITUTE COPYRIGHT, WHICH IS APPARENTLY BEING VIOLATED, THE FOLLOWING DEFINITION WAS PRESENTED FOR CONSIDERATION: "An affiliate is a manufacturer in THE AUTOMOTIVE FIELD WHO BUYS AND DISTRIBUTES UNDER HIS OWN TRAOE OR BRAND NAME BRAKE LININGS OR CLUTCH FACINGS PURCHASED FROM MEMBER8 OF THE INSTITUTE BY F.i/I.S, NUMBER. An AFFILIATE SHALL NOT VOTE NOR PARTICIPATE IN ANY OF THE activities of the Institute such as Active Members or Regional Members but shall have the right of use of the F.M.S. numbers." A SMALL ANNUAL FEE WOULD BE CHARGED TO SUCH MEMBER8 FOR PERMISSION TO U8E THE NUMBER8 FMSI 00539 Minutes of Annual Meeting 7- June 21, 1950 One or the members felt that the word "manufacturer11 should be changed to "merchandiser" since those now using the numbers without permission are not MANUFACTURERS BUT PURCHASERS OF UNBRANOEO AND UNORILLED PRODUCT8, WHICH THEV ORILL AND THEN ADVERT 18E AND SELL UNDER THEIR OWN NAME8. SlNCE THESE COMPANIES ARE NOT MANUFACTURERS AND THEREFORE NOT ELIGIBLE FOR MEMBERSHIP, THEY COULD BE CLAS6ED A8 LICENSEES. ONLY THOSE COMPANIES SO LICENSED COULD USE THE NUMBERS AND ANY ONE ELSE USING THEM COULD BE PRESSED FOR VIOLATION OF THE INSTITUTE^ COPYRIGHT. IT WAS BROUGHT OUT THAT THE AFFILIATES WOULD BE CONSTANTLY CONTACTING THE INSTITUTE Office for information ano that the fee charged might not be commensurate with the SERVICES RENDERED NOR ADEQUATELY SUPPORT A P0S8IBLE INCREASE IN THE STAFF. ANOTHER THOUGHT WAS THAT MEMBERS1 ACCOUNTS ARE PERMITTED TO U8E THE NUMBER8 ANO IF THEY WERE REQUIREO TO PAY FOR TH|8 PERMISSION, THEY WOULD EXPECT THE MEMBER TO REIM BURSE THEM. After a lengthy discussion, it was suggested that those present prepare a list of THE COMPANIES AFFECTED IN ORDER TO DETERMINE HOW MANY ARE INVOLVEO ANO RECOMMENO TO THE NEW BOARD C0N8IOERATION OF THE MATTER. Recess for luncheon BUDGET - FISCAL YEAR CONTCNCING JULY I. 1950 An annual buoget of $17,500 or $4,375 quarterly was presented to the meeting for consideration. The various items of expense were carefully gone over and after 0 ISCUSSIon, upon motion duly made, seconded and unanimously pasbed, it was RESOLVED: That the budget for the first quarter of the FI8CAL YEAR STARTING JULY I, 1950 BE ADOPTED (See exhibit "A" attached hereto) In DI8CU88ING TELEPHONE AND TELEGRAPH EXPENSE, THE MEMBER8 AGREED THAT THE COST OF TRANSMITTING INFORMATION TO MEMBERS BY TELEPHONE (LONG DISTANCE) OR BY WIRE SHOULD BE REVERSED TO THE MEMBER AND NOT BORNE BY THE INSTITUTE. RESOLUTIONS RE APT IONS OF BOARD OF DIRECTORS The Secretary read the following resolutions passed at meetings of the Board of Directors during the past year in order that the membership is apprised of the DELIBERATIONS OF THE BOARD ANO TO RATIFY THEIR DECISIONS: RESOLVED: That the quarterly budget from October 1st to December 3tsT 1949 18 HEREBY APPROVED AND THE TREASURER 18 AUTHORIZED TO SEND STATEMENTS ASSESSING THE MEMBERSHIP TO MAKE UP THE AMOUNT REQUIRED THEREIN ANO 8A|D ASSESSMENT TO BE BASED UPON THE SAME FORMULA AS THE AS8ES8MENT WA8 MADE FOR THE FIRST QUARTER; AND RESOLVED: That counsel be, and he hereby is oirected to take SUCH STEP8 AS HE DEEMS NECESSARY IN OROER TO LIQUIDATE ALL ACCOUNTS RECEIVABLE*, ANO FMSI 00540 Minutes op Annual Meeting 8- June 21 , 1950 RESOLVED: That the question or the extra charges made by Carey Press for the printing of the Data Book, 1949 issue, be left to the Oata Book Committee with power to compromise the same in the best interests of the membership; and RESOLVED: That no contributions of money be made by the Institute TO ANY OUTSIDE AGENCIES; AND RESOLVED: That the Constitution and By-Laws of the Institute be ANO THEY HEREBY ARE AMENDED AS F0LL0W8! Article Ml. Article IX. Article X. Membership Pees and Assessments Discipline of Members; and RESOLVED: That counsel be and he hereby is authorized to have COPYRIGHTED THE DATA BOOK PUBLICATION IN ENGLAND and Cinaoa; and RESOLVED: That the yearly salary of the Secretary of the Institute be and the same is fixed at the rate OF $5,000 PER YEAR FROM OCTOBER I ST 1949 AND THAT THAT THE SALARY PAID THE STENOGRAPHER BE ANO THE SAME HEREBY 18 FIXED AT $50 PER WEEK, AS OF OCT OBER >8T 1949; ANO RESOLVED; That the formal applications for Associate Member ship WERE ACCEPTED FOR AMERICAN BrAKEBLOK D|VI8I0N, Inland Manufacturing Division, Johns-Manville Corp oration, Thermoio Company; and RESOLVED: That the formal application for Regional Membership BE ACCEPTED FOR THE CANADIAN FRICTION MaTERI ALB Standards Institute; and RESOLVED: That a fee of $1,500 per annum be charged for Regional Membership; and RESOLVED: That the fee for the first quarter of 1950 for Regular Members be assessed in accordance with the Constitution and By-Laws; and RESOLVED: That the budget for the first quarter of 1950 be approved; and RESOLVED: That this Board here records its appreciation of the conscientious, capable and -outstanding service given to the Friction Materials Industry BY WILLIAM H. DUNN IN NUMER0U8 COMMITTEE CAPACITIES AND AS AN OFFICER of Associations serving the Industry throughout MANY SUCCESSIVE YEAR8, AND ITS REGRET THAT HI 8 RETIREMENT REMOVES HIM AT THIS TIME FROM THE FMSI 00541 Minutes of Annual Meeting -9- June 21, 1950 Friction Materials Standards Institute, Inc. MEMBERSHIP AND THIS Board's DELIBERATIONS, AND BE IT FURTHER RESOLVED: RESOLVED: That the best wishes of the membership are hereby extended to William H. Dunn for his CONTINUED GOOD HEALTH, HAPP1 NESS AND PRO PERITT? AN That the buoget for the fourth quarter, a MOUNTING TO $4,375 BE ADOPTED? AND RESOLVED: To CANCEL THE FEE CHARGED ASBESTOS MANU FACTURING Company for the period July 1 through September 1, 1949; and RESOLVED: That there be a continuation of the policy OF not permitting the printing of F.M.S. NUMBERS IN TRADE PUBLICATIONS; AND RESOLVED: RESOLVED: That a 1950 Supplement to the 1949 edition of the Automotive Data Book is hereby author ized AND DIRECTED TO BE RELEASED; AND That providing the British Brake Lining Manufacturers' Association becomes a Regional Member of the Institute, their QUALIFIED MEMBERS SHALL HAVE THE RIGHT TO REPRINT THE F.M.S. NUMBERS IN THEIR CATAL0G8; ANO RESOLVED: That a notice be sent to the members in forming THEM THAT NO LISTS ARE IN EXIST ENCE AND THAT NO REQUESTS FOR THIS TYPE OF INFORMATION SHOULD BE SENT TO THE INSTITUTE OR TO ANYONE ELSE } ANO RESOLVED: That a notice be sent to the members inform ing THEM THAT NO SALES FIGURES ARE IN EXIST ENCE AND THAT REQUESTS FOR THIS TYPE INFORMA TION SHOULD NOT BE SENT TO THE INSTITUTE} AND RESOLVED: That a Committee composed of Messrs. Miller, Spina, Stickles and Miss Ouschek investigate THE OFFEREO SPACE IN THE SAME BUILDING AND THEY ARE HEREBY AUTHORIZED TO MAKE ANY RE QUIRED CHANGE8 AND REASONABLE DISBURSEMENTS IN CONNECTION WITH THE OFFICE OF THE INSTI* TUTE. Two RESOLUTIONS WERE EXPLAINED UPON REQUEST. WlTH REGARO TO THE CANCELLATION OP FMSI 00542 Mi nut E8 of Annual Meeting -10- June 21, 1950 THE FIRST QUARTER FEE OF ASBESTOS MANUFACTURING COMPANY, IT WAS STATED THAT THIS WAS GRANTED 8 INCE THEY NAO BEEN OENIEO ALL INSTITUTE SERVICE FOR APPROXIMATELY SIX MONTH8 AFTER FILING THEIR RESIGNATION WHICH HAD BEEN TABLED. LATER THE COMPANY PAID ura SUBSEQUENT fees and withdrew the resignation. With regard to the use of the F.M.S. numbers by the 8ritish Association member ship, COUNSEL EXPLAINED THAT THIS QUESTION HAD TO BE DECIDED BY THE BOARD SINCE THE BOOK IS NOT PROTECTED BY COPYRIGHT IN ENGLAND. Upon motion duly maoe, secondeo ano unanimously passed, it was RESOLVED: That the aforementioned resolutions aoopted AT MEETINGS OF THE BOARO OF DIRECTORS DURING THE FISCAL YEAR ENDED JUNE 30TH, 1950 BE HEREBY RATIFIED AND CONFIRMED, MEMBERSHIP APPLICATION OF KRASCO MFG, CO. The Secretary read the application for membership of the Krasco Manufacturing Company which had been accepted by the Boaro of Directors by mail ballot. Counsel advised that he hao visited the plant and that this company is a legiti mate manufacturer and eligible according to the requirements of Article III Section 2 of the Constitution, Upon motion duly made, seconoed ano unanimously passed, it was RESOLVED: That the Krasco Manufacturing Company be accepted as an Active Member of the In st ITUTE. PAST DUE ACCOUNT It was reported that the Fibre & Metal Products Company had been notified by reg istered mail on May 16, 1950 that their membership would be suspended, in accord ance with Article IX Section 4 of the Constitution, unless payment of all past due items ( which they had verbally assured would be paid) was made by June I, 1950, No reply has been received. ELECTION OF DIRECTORS The Nominating Committee presented the following to serve as directors for a two year term ending June 30, 1952; Class I. Class 2. Class 3, Joseph G. Brown - Grizzly Manufacturing Company Amor P, Smith - Russell Manufacturing Company Abbott L. Johnson - Asbestos Manufacturing Company The Chair called for nominations from the floor and none were presented. Upon MOTION DULY MAOE, SECONDED ANO UNANIMOUSLY PA8SE0, IT VMS FMSI 00543 Minutes of Annual Meeting -I I- June 21, 1950 RESOLVED: That the Secretary cast one ballot each for Mr. Brown, Mr. Smith and Mr. Johnson TO BE MEMBER6 OP THE BOARD OP DIRECTORS IN ACCORDANCE WITH THE PROVISIONS OP THE Constitution ano By-Laws. The Secretary and the Chair Directors. announced announced that that one vote they had each seen has been cast por the various nominees duly elected members op the Boaro of COMMUNICATIONS The Secretary advised that the British Brake Lining Manufacturers Association was contacting their members regarding Regional Membership since permission to use the F.M.S, NUMBERS HAD BEEN GRANTEO. Mr. Frank M. Speaker, Executive Manager of the Piston & Pin Standardization Group and Piston Ring Manufacturers Group extended an invitation to the Institute and to its members to join a Traffic Managers Committee which would discuss traffic pro blems within the inoustry. The buoget of $12,000 woulo be allocated to each PARTICIPATING ASSOCIATION OR MANUFACTURER. C0UN8EL ADVISED THAT THE INSTITUTE COULD NOT ENGAGE IN ANY SUCH ACTIVITY UNOER THE POLICY ADOPTED BY THE MEMBERSHIP ANO SET FORTH IN THE CONSTITUTION AND BY-LAW8. MeT^-jlib Brake Lining Company, a newly formed company, manufacturing sintered POWDERED METAL FRICTION MATERIAL, REQUESTED INFORMATION CONCERNING MEMBERSHIP IN THE INSTITUTE. ********** There being no further business upon motion duly made, seconded and unanimously PASSED, THE MEETING ADJOURNED AT 2:30 P.M. H. G. DUSCHEK Secretary FMSI 00544