Document RjbQ9vMnmqnL8EG8nvnE4aoJ8

FRICTION MATERIALS STANDARDS INSTITUTE, INC., EAST 210 ROUTE 4, PARAMUS, NJ 07652 MINUTES OF MEETING of the BOARD OF DIRECTORS Tuesday, June 20, 1989 Sawgrass Country Club, Ponte Vedra, Florida DIRECTORS PRESENT Robert E. Nelson Larry Mintman Larry Belans Ron Randall Rita Grisham F. William Barton Abex Corporation Friction Products Group Certified Brakes Allied-Signal, Inc. Friction Material Company, HKM of California, Corp. Nuturn Corporation Reddaway Manufacturing Co. Inc. OTHERS PRESENT W. Max Sleeth, President Richard LeBlancq, Counsel Edward W. Drislane, Secretary Gilbert N. Laycock, Secretary HKM of California, Corp. Harwood Lloyd, Attorneys at Law Friction Materials Standards Institute Friction Materials Standards Institute Mr. W. Max Sleeth, President, called ie meeting to order at 4:15 PM, June 20, 1989. ELECTION OF OFFICERS Mr. Sleeth called for nominations for the office of President. The name of Mr. W. Max Sleeth was presented for President. The nomination was seconded. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nomination for President be closed. Whereupon the Secretary was instructed to cast one ballot for the election of Mr. W. Max Sleeth as President. The Secretary advised that the ballot had been cast. Mr. Sleeth called for nominations for the office of Vice President. Mr. Larry Mintman was nominated and seconded for the office of Vice President, Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for the office of Vice President be closed. FMSI-0470 FMSI 03826 Minutes of the Board of Directors Meeting 2- - June 20, 1989 Whereupon the Secretary was directed to cast one ballot for the election of Mr. Larry Mintman as Vice President. The Secretary advised that the ballot had been cast. For the office of Treasurer, the name of Mr. Larry Belans 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. Larry Belans as Treasurer. The Secretary advised that the ballot had been cast. For the office of Secretary, the name of Gilbert N. Laycock 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 directed to cast one ballot for the election of Mr. Gilbert N. Laycock as Secretary. The Secretary advised that the ballot had been cast. Whereupon the following persons are duly elected as officers of the Institute for the ensuing year: W. Max Sleeth - President Larry Mintman - Vice President Larry Belans - Treasurer Gilbert N. Laycock - Secretary RETENTION OF COUNSEL Because of the forthcoming move of the Institute office from New Jersey to Connecticut it was recommended that counsel be contracted on a time and charges basis rather than a full year retainer as had been the practice in the past. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That any retention of counsel for the period immediately after July 1, 1989 be made on a time and charges basis and not on a retainer basis for the full fiscal year. RETENTION OF AUDITORS Our Auditors, Marshall Granger & Co., CPA, are located in Mamaroneck, New York, and service clients in the Bridgeport and New Haven, Connecticut area. The area to which the Institute Office will relocate is between Bridgeport and New Haven Connecticut, and would not represent a logistical problem. The Chairman, on recommendation of the Secretary, suggested retention of the audi tors for the Institute. FMSI 03827 Minutes of the Board of Directors Meeting -3- June 20, 1989 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Marshall Granger & Co., Certified Public Account ants, be retained as auditors for the Institute. BUDGET - JULY 1, 1989 THROUGH JUNE 30, 1990 The outgoing Board of Directors reviewed and recommended approval of an Expense Budget of $151,040 for the 1989-90 fiscal year. This budget was in turn ap proved by the Membership at its meeting earlier on this date. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the Expense Budget of $151,040 approved by the Members be adopted for the July 1, 1989 - June 30, 1990 fiscal year. FEE FORMULA - July 1, 1989 - June 30, 1990 The outgoing Board of Directors had earlier recommended a Fee Formula for the 1989-90 fiscal year. The recommended formula was approved by the Membership at its meeting earlier on this date. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, 1989 the annual dues for Active Members and Regional Members with Active Member rights would be the total of a basic fee of $1,600, and a charge for participation in each of the following categories: Disc brake linings; Drum brake linings; Brake Blocks; Clutch facings. The charge would be $250 each for the first and second categories, and an additional $500 each for the third and fourth category. (One category $1,850; Two categories $2,100; Three cate gories $2,600; Four categories $3,100). Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, 1989 the annual fee for Regional Members (Regular) would be $1,600; Regional Member (Association) $2,600; Licensee: $600. MEETING OF THE BOARD OF DIRECTORS The Annual Meeting Committee had presented two excellent areas where the Annual Meeting could be held. They were Hyatt - Lake Tahoe, and Indian River Planta tion in Stuart, Florida. FMSI 03828 * Minutes of the Board of Directors Meeting -4- June 20, 1989 ) Upon motion duly made, seconded and passed by a margin of four to two (with one Director absent), it was: RESOLVED: The next meeting of the Board of Directors is scheduled for June 1990 at Indian River Plantation in Stuart, Florida. If due to Committee action, or other reasons, an earlier Board Meeting must be called, the Directors will decide on a location and date at that time. ***** There being no other business brought to the attention of the Board of Directors, upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To Adjourn. Adjourned at 4:35 PM. G. N. Laycock Secretary FMSI 03829 IT