Document X7nzBYDDpGa11OxzVqGdpQ1ex

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, Cl 0646S MINUTES OF MEETING of the BOARD OF DIRECTORS Sunday, June 5, 1994 La Quinta Hotel Golf and Tennis Resort La Quinta, California DIRECTORS PRESENT William Aymond Walter Britland Andy Gagnon, Treasurer Ronald Moalli Ron Randall Robert Scott Doreen Tomao William Wood Wagner Brake Subsidiary Abex Friction Products Frictiontech Inc. TEK-Motive, Inc. HKM of California Friction Material Company, Inc. Universal Friction Composites Motion Control Industries DIRECTORS MISSING Martin Chevalier U.S. Automotive Manufacturing Co., Inc. OTHERS PRESENT Rita Grisham, President Thomas P. Weldy, Counsel Gilbert N. Laycock, Secretary T&N Industries Inc. Morehouse Harlow & Weldy Attorneys at Law Friction Materials Standards Institute Ms. Rita Grisham, President, called the meeting to order at 4:15 P.M. June 5, 1994. ELECTION OF OFFICERS Ms. Grisham called for nominations for officers. The Nominating Committee recommended the following slate of officers: President Vice President Treasurer Secretary - Mr. Andy Gagnon - Ms. Doreen Tomao - Mr. Ron Randall - Mr. Gilbert N. Laycock Ms. Grisham called for any additional nominations from the floor. There were none. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nominations for Officers be closed. Whereupon the Secretary was instructed to cast one ballot for the election of Mr. Andy Gagnon for President, Ms. Doreen Tomao for Vice President, Mr. Ron Randall for Treasurer and Mr. Gilbert N. Laycock for Secretary. The Secretary advised that the ballot had been cast. FMSI 00879 Minutes of the Board of Directors Meeting 2- - June 5, 1994 Whereupon the following persons are duly elected as officers of the Institute for the ensuing year: Andy Gagnon Doreen Tomao Ron Randall Gilbert N. Laycock President Vice President Treasurer Secretary Upon his election as President, Mr. Andy Gagnon advised that he was resigning from the Board of Directors effective immediately. The Nominating Committee recommended Mr. Paul Myers of the Heavy Duty Friction Group to fill the remainder of Mr. Gagnon's term, which runs to June 30, 1995. The President asked if there were any nominations from the floor. There were no nominations from the floor. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That the nomination to fill the remainder of Mr. Andy Gagnon's term on the Board of Directors be closed. The Secretary was directed to cast one ballot for the election of Mr. Paul Myers to serve on the Board of Directors until June 30, 1995. The Secretary advised that the ballot had been so cast. The Secretary advised that with the election of Mr. Paul Myers the Board had the required nine members. K riON OF COUNSEL The Secretary advised that according to Article VII 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 Mr. Thomas Weldy or designated replacement from the firm of Morehouse Harlow and Weldy be retained as Institute Counsel and that services be paid on a time and charges basis. RETENTION OF AUDITORS The Secretary recommended the retention of Auditors for the ensuing year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Marshall Granger & Co. PC, Certified Public Accountants be retained as auditors for the Institute for the ensuing year. FMSI 00880 Minutes of the Board of Directors Meeting -3- June 5, 1994 BUDGET ~ JULY 1. 1994 THROUGH JUNE 30. 1995 The outgoing Board of Directors reviewed and recommended approval of an Expense Budget of $179,488 for the 1994-95 fiscal year. This budget was in turn approved 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 $179,488 approved by the Members be adopted for the July 1, 1994 - June 30, 1995 fiscal year. FEE FORMULA - JULY 1. 1994 - JUNE 30. 1995 The outgoing Board of Directors had earlier recommended a Fee Formula for the 1994-95 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, 1994, the annual dues for Active Members and Regional Members with Active Member rights would be the total of a basic fee of $1,700, and a charge for participation in each of the following categories: Disc brake linings; Drum brake linings; Brake Block; 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. This works out to dues by category of: one category $1,950; two categories $2,200; three categories $2,700; four categories $3,200. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That effective July 1, for Regional Members $1,700; Regional Member Licensee: $700. 1994, the annual fee (Regular) would be (Association) $2,700; DATE and LOCATION OF ANNUAL MEETING The Annual Meeting Committee had recommended returning to Longboat Key Club, Longboat Key, Florida. There were two open dates available for the meeting; June 2-5, or June 9-12, 1995. FMSI 00881 Minutes of the Board of Directors Meeting 4- - June 5, 1994 Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To hold the next meeting of the Board of Directors and Membership at the resort at Longboat Key, Longboat Key, Florida on June 10, 1995 and June 11-12, 1995 respectively. 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 at this time, upon motion duly made, seconded and unanimously passed it was: RESOLVED: To adjourn. Adjourned at 4:55 P.M. G. N. Laycock Secretary FMSI 00882