Document Yj9bVg479OZ5aD3mb8VEDGg2O

CLUTCH FACINb i BRAKE LINING 3TAN0A .OS INSTITUTE, INC., 370 LEXINGTON AVE., NEW YORK 17. NEW YORK___________________________ ____________ MINUTES OF MEETING OF THE INCORPORATORS Tuesoav, December 14th, 1948 at 2:00 P. M. Bar Association, Room S06, New York City ATTENDANCE James.3. Doyle Vincent A. Spina William H, Ounn Amor P. Smith Lester 0. Stickles - Counsel MEET I NO. iR. James S, Doyle was unanimously elected to preside at the Mr. Stickles: I would like to announce as counsel, that the Certificate of Incorporation was fileo in the Office of the Secretary of State on the (6th oay of November, 1948, ano the corporation is legally ORGANIZEO ANO READY TO TRANSACT BUSINESS* THIS IS THE FIRST MEETING OF THE Incorporators ano the first consideration you have is to adopt a Constitution and By-Laws." The Chairman then called upon a Special Committee, consisting of Messrs. Spina, Dunn and Doyle, wht had been appointed to conbioer a proposed Constitution and By-Laws, to make its report. The report was presented by Mr. Dunn in the form of a proposeo Constitution ano By-Laws. After discuss ion ANO UPON MOTION DULY MAOE, 8E00N0ED AND UNANIMOUSLY PA88E0, THE CoNSTITfcM' tion ano By-Laws of the Institute were aoopteo in the form as presented by the Special Committee, a copy of which is hereto attached. A DISCUSSION was then hao as to those members of the friction materials industry tha* were eligible to membership in this CORPORATION, ANO ON MOTION OULV MADE, SECONDED ANO UNANIMOUSLY PASSED, IT WA8 RESOLVED, THAT ALL FORMER MEMBER* OF THE BRAKE LINING Manufacturers' Association, Inc., at the time of dissolution, provioing each agrees to accept the Constitution ano 3y-Laws of this membership corpora tion, TOGETHER WITH ANY AMENDMENTS MaOE THERETO FROM TIME TO TIME, ANO PROVIDING THAT EACH AGREES TO ACCEPT AND BE SOUNO BY ANY REGULATIONS OR CODE DE FINING UNFAIR PRACTICES WHICH MAY BE AOOPTEO BY THI8 Institute, that such company shall have the privilege or BEING ACCEPTED A8 A CHARTER rMBER OF THI8 IN STITUTE WITHOUT PAYING ANY INITIATION FEE AND THAT EACH SUCH ELIGIBLE MEMBER SHALL HAVE TIME UP TO ANO INCLUDING THE FIRST AnNUAL MEETING OF MAKING APPLICA TION TO BECOME A CHARTER MEMBER HEREIN. FMSI-0013 FMSI 00665 A DISCUSSION WAS HAD AS TO THE COST OF OPERATING THE INSTITUTE UNTIL THE FIRST AnNUAL MEETING OF THE MEMBERSHIP, AND AFTER VARIOUS ITEMS WERE PRESENTED FOR CONSIDERATION, IT WAS UPON MOTION DULY MAOE, SECONOEO AND UNANIMOUSLY PA8SE0. RESOLVED, that the budget setting forth the estimated requirements of operating the Institute until the first Annual Meeting of the membership be PREPARED BY THE TREASURER, TO BE ELECTED BY THE Boaro of Directors and that the same be submitted to the membership with a written ballot wherein SAlO ELIGIBLE MEMBERS MAY REGISTER THEIR APPROVAL OR DISAPPROVAL. The CUair called for the consideration of legal counsel to the Institute up to the first Annual Meeting to be held sy the membership, AND AFTER DI6CUS8I0N, IT WA8 UPON MOTION OUL MAOE, SECONDED ANO UNANIMOUSLY PA8SED THAT LcSTER D. STICKLE8 OF New YoRK ClTY, BE APPOINTED AS LEGAL COUNSEL TO THE INSTITUTE UP UNTIL THE FIRST AnNUAL MtETING OF THE MEMBER SHIP. There being no further business to come before the meeting, ON MOTION DULY made it was aojourneo. Lester 0. Stickles Acting Secretary FMSI 00666 BRAKE LINING MANUFACTURERS ASSOCIATION (BLMAl DATE 8/26/48 9/23/48 MEETING Membership ew 4/27/49 Directors ' 4/30/49 - /' ACTION ` Resolution passed to dissolve BLMA Certificate to dissolve BLMA filed with New York Secretary of State Directors acting as Trustees in dissolution of BLMA, resolved to sell assets to Clutch Facing and Brake Lining Institute Assets sold to Clutch Facing and Brake Linii Institute. Activities of BLMA discontinued. Dissolution, of BLMA was completed^ , FRICTION MATERIALS STANDARDS INSTITUTE (FMSI) (originally CLUTCH FACING AND BRAKE LINING INSTITUTE) 11/16/48 - 12/14/48 Incorporators 4/30/49 - 5/ 1/49 - 6/23/49 Msmbership 6/27/49 Certificate of Incorporation filed with New York Secretary of State Incorporatora adopted a Conet(tution and By-Laws Purchased assets of BLMA FMSI commenced operations 1st Annual Membership Meeting, which among other things resolved to have name changed (from Clutch Faoing and Brake Lining Institute) to Friction Materials Standards Institute, Inc. Certificate of name change filed with the New York Secretary of State. FMSI 00667