Document e1ny5X4d1zZdjV8Jjb6Yn69J9

FRICTION ILATERIALf? STANDARDS INSTITUTE, IIJC., E-21f BRUTE 4, PAEAMDS, H.J. 07652 MINUTES 0? THE ANNUAL MEETING ..... ' - OF TI-te "' FRICTION-MATERIALS STANDARDS INSTITUTE, INC. - Wednesday and Thursday, June 17 and 18, 1981 at The Homestead, Hot Springs, Virginia MEMBERS PRESENT REPRESENTATIVES Ab ex'C orporat ion P.obert E. Nelson Bendix Corporation Francis E. Messier Braasbestos Manufacturing Corporation Filliam Simon, Treasurer Carlisle Corporation Filliam E. Harris, Jr. Certified Brakes, A Lear Siegler Company Robert J. Anderson Delco-Moraine Division Donald L. Enrich Guardian Corporation Homan Morse luturn Corporation Robert H. Nelson . P. T. Brake Lining Company, Inc. Stuart Corains Raybes t o s-Manha11an, Inc. David E. Cunningham Reddaway Manufacturing Company, Inc. John II. Moore Thiokol Chemical Corporation John P. Gallagher Virginia Friction Products Frederick L. Carreras S. K, Heilman Corporation Gordon A. Carrigan, President Hheeling Brake Block Mfg. Co., Inc. Lee Burgess OTHERS PRESENT . Abex Corporation Philip IT. Grim, Jr. Bendix Cornoration . James T,T. Armstrong Thomas Hernon Certified Brakes, A Lear Siegler Company Robert Tiighton Delco-Moraine Division Fred Yost P. T. Brake Lining Comnany Adrian Comins Sidney Comins Steve Doyle Ben Kublin Reddaway Manufacturing Company, Inc. F.MIilliara Barton _ ".heeling Brake Block Company George Stratton Asbestos Information Association Bob J. Pigg (Guest) Federation of European Manufacturers of Friction Materials (FEMFi-l) Robert Join (Guest) Legal Counsel R.obert P. Goman Counsel , - Friction Materials Standards Institute Edward TT. Rrislane, Secretary , , Mr. Carrigan, President, called the me ing to order at 1:30 PM, June 17, 1981. As the first order of business, Mr. Ca igan called for a roll call. FMSI 07174 Minutes of the Annual Membership Meeting 2- - June 17-18, 1981 MIUUTES OF HEETIEG OF JURE 25-26, 1930 The minutes of the Membership Meeting held June 25-26, 1980 had been distributed. Mo corrections were suggested. The Chairman asked for a motion to accept the minutes without reading by the Secretary. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED; To accept the minutes of the June 25-26, 1980 Membership Meeting as written. : ' . . PRESIDEM! 'S REPORT Hr. Carrigan, President, read his report. Refer to EXHIBIT 1. He noted with sadness the loss of Mr. Joe Greenen .who had served the industry and the Institute so well. Mr. Carrigan mentioned some of:the highlights of Committee activity, finances, and accomplishments of the Institute over the oast year; Upon motion duly made, seconded and unanimoulsy passed, it was; RESOLVED: To accept the President's report as written. ' BOARD OF DIRECTORS ACTIVITIES REPORT The Chairman called on Mr. Drlslane to report on activities of the Board of Directors. Mr. Drislane's report covered activities of the Board since the June 1080 Meeting, and included actions taken by mail ballot as well as activities at the Board of Directors Meeting on the previous date, June 16, 1981. In addition, the Secretary reported on decisions made at the Board meeting held after the first Membership Meeting session on June 17, 1981. The 3oard of Directors voted to reinstate Borg & Beck de Mexico, S.A. as a - Regional Member in August 1980. They had earlier been removed as a Regional Member for having failed to pay the annual fee. The-'fee was paid soon after the June 1980 meeting. - The Board voted to record the name change on the Institute's records of Licensee Lima International Parts and Sales, Inc., to International Brake Industries, Inc. The Board voted to aoorove the Data Book and Technical Committee's recommendations for (1) a letter suffix denoting drilling after the lining when listing a disc brake lined shoe assembly, and (2) assignment of a new disc brake shoe number when there s a drilling change in the shde. Both (1) and (2) apply to a new drilling of a disc brake .shoe. . : .'. The Board voted to transfer Safeguard Automotive Corporation's Active Membership in the Institute to U. S. Automotive Manufacturing, Inc., who had purchased Safeguard's brake lining facilities. " - The Board voted to refer a question on the number of Members' affirmative votes required to elect a new Member of the Institute to the Institute Development Committee. The question concerned possible change from the requirement of 3/4 of the members' affirmative votes to. 2/3 of the members' affirmative votes. FMSI 07175 Minutes of the Annual Membership Meeting -7- June 17-18* 19.81 three-fourths of the Membership of the Institute to elect a new Member; At the Board of Directors meeting preceding the Membership Meeting, the Board had recommended that the Constitution be amended to permit the affirmative; - votes of a simple majority of the Members casting ballots be required to elect a new Member. As any such amendment was subject to ratification by the Member-' ship, the Board had recommended this change, subject to review by the Member--*' ship at this meeting. Some Members stated that this was not sufficient support: to elect a new Member, A suggestion was made that a Member vcasting a negatived vote on an application for Membership be asked to support the vote with reasons for the vote. It was then suggested that input of this nature might be helpful" if presented before the Membership voted on an application. A suggestion was made that the Institute advise the Membership on the filing of an application v for Membership, and that comments on the qualifications of the applicant could be sought at the time for later consideration of the Board and the Membership; It was recommended that this subject be returned to the Board of Directors for further consideration. At the subsequent Board meeting, it was resolved that the affirmative votes of two thirds of the Active 'lembers casting ballots within 30 days of the mailing of ballots would be required to elect a new Member. Ballots will be sent to the Membership for ratification of this proposed amendment of the Constitution. HEALTH ADD EiTVIROiT IEHTAL AFFAIRS COMMITTEE Mr. J. W. Armstrong, Chairman of the Health and Environmental Affairs Committee presented his committee report. Refer to EXHIBIT 9. Mr. Armstrong addressed the items referred to the Committee at the 1980 Meetings. These had to do with the approaches to assist members who were having difficulties with health and environemental regulations. He covered steps the Institute had taken to advise on the outside help that is available, and noted the series of information bulletins that were sent to the Membership on EPA matters, hazardous waste disposal, and the like. Mr. .Armstrong then discussed the possible exchange of information on citations from regulatory authorities and the corrective - action involved. A questionnaire had been sent to the Membership relating.to questions in this area. . Hr. Armstrong then reviewed initiatives from the EPA's Offlee, .of Toxic Substances, and the comments the Institute sent the EPA as concerns EPA proposals on record keeping and reporting to that agency. His report covered what, appeared to be a new ,:spirit of cooperation" between EPA and industry, and the new liaison : between the EPA rulemakers and representatives from industry. Mr. Armstrong's report concluded with comments on OSHA, and the indication that there is a temporary hold on asbestos regulations that could affect the friction materials industry. .. After delivering his report, the Chairman commented that he had requested comments or input from Members who were having specific problems, but that comments or input were not received. After the ERA had made broad proposals on recordkeeping and reports for the asbestos products industry, comments were solicited from the Membership but none were received. The comments sent to EPA were i.those of the Committee only. A questionnaire had been sent to the Membership on areas where FMSI 07176 Minutes of the Annual Membership Meeting .. -3- June 17-13, 1981 the Committee might assist the Members, but enly six questionnaires were returned. Mr. Armstrong stated that he felt the Committee had responded to what he felt were the heeds of the Members,"but that there was little input from the Membership when the Committee solicited input. ` . -.r ii In response to a question concerning asbestos as a hazardous..waste, the Chair man stated that asbestos had been temporarily removed from the RCRA definitions of hazardous waste because it is controlled by'the National Emissions Standards for Hazardous Air Pollutants (HESHAPS). There are indications that asbestos will continue to be controlled by MSSHAPS rather than by ECSA. -The Research Triangle Institute is studying this question under a contract from the EPA. ' Comments were made concerning asbestos dust counts and other observations on asbestos emissions: It was stated^that it would probably be In the best in terests of the manufacturer that if sampling tests have been made which show that asbestos counts are within regulatory limits, it would be in that manu facturer's best interests to maintain those records. It may be advantageous to have documentation-proving that sampling has been done, and that the tests showed compliance with regulations. ; . Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Health and Environmental Affairs Committee as written. FEDERATION OF EUROPEAN 'MANUFACTURERS OF FRICTION MATERIALS (jFEMFU)* 1 Ur. Carrigan introduced Ur. Robert Join, Secretary of the Federation of European Manufacturers of Friction Materials (FEMFt), of Paris, Prance. Mr. Join was asked to update the Membership on activities in Europe. Ur. Join indicated that there continue to be too main areas of concern in Europe: (1) The approval of replacement brake linings for.European vehicles where different from the original equipment linings, and (2) the asbestos health questions in the European Economic Community. Mr- Join indicated that there are ten European countries in the Community, but the Commission cannot pass laws. It can only write directives, and then it is up to the member country to; piut this directive into effect. The Commission recently drafted a directive on the protection of workers from exposure to asbestos. Mr. Join indicated that this most recent directive was most negative to asbestos,- and while .this is a draft directive at this time, a statement was made In that draft to the effect .that the truly safe approach would be to ban asbestos. As regards exposure to asbestos from friction materials, it was recommended in the draft that asbestos use be stopped unless ohe could.prove that the work environment was totally free from asbestos using electron microscopy. As electron microscopy could detect minute amounts of very fine asbestos, this is a most strict interpretation of an asbestos-free environment. It was stated that European countries are, of course, permitted to promulgate laws and regulations more severe than those proposed by the Commission, and this ; is now the case in Denmark. ... In addition, Mr. Join indicated other Commission recommendations, such as 0.25 fiber crocidolite and 1.0 fiber chrysotile limits for asbestos exposure, additional medical surveillance rules, and questions as.to whether, garage workers FMSI 07177 Llinutes of the Annual Membership Meeting -9- June 17-18, 1981 should be subject to the medical surveillance requirements of asbestos ^products factory workers. . : . "^ Hr. Join was aslted about requirements for waste disposal in. Europe* and he replied that plaBtic bags containing the waste must be buried and covered with one foot of earth, at a site not to be used for subsequent development. A question was asked concerning Government Inspectors using a light device to scan areas near factories for asbestos emissions. Mr. Join replied that this may be inspection with lirht beam devices (scanning with a beam 3 wide) using the Tyndall .Effect to detect fiber emissions in the air. It was stated that the EPA could be looking in three areas of concern: (1) water contamination, (2) landfill wastes; `and (3) air emissions. In this-case the inspectors must be looking for airborne asbestos enissions. : Mr. Join indicated that he would send the Institute a copy of the Commission's1 Working Group recommendations. = The Institute will send Members copies of these European Commission papers on request. Upon motion duly made, seconded and unanimously passed,_it.was: RESOLVED1; To thank Mr. Join for his presentation on activities of interest in Europe. ' ' -- . , MR. B. J. PIGG, ASBESTOS lUFOPJiATIOTJ ASSOCIATION . - . Mr. Carrlgan introduced Mr. Bob Pigg, Executive Director of the Asbestos - ' Information Association, as the Institute's Guest Speaker at this Meeting* Mr. Pigg had addressed the Institute Membership at the 1980 Meeting, and had been invited back to update the Membership based on the many changes-in Washington. Mr. Pigg concentrated his remarks on the Washington climate for asbestos to areas of concern for friction materials manufacturers. These areas are the regulatory climate at OSIIA and EPA. In his remarks, Mr. Pigg advised that AIA had recommended to OSHA that the NIOSH recommendation of 0.1 fiher exposure'. ' limit be rejected, and that the OSHA proposal for a reduction to 1.0 fiber dxpesure limit be withdrawn. Representatives of AIA had sat down with OSHA people, and they had been assured that the new Administration's approach to : OSHA would be one of 'fairness and objectivity." The main areas of concern with EPA are now those of their Office of Toxic Substances (OTS). Representa tives from AIA have sat down with OTS personnel, who have targeted friction materials as well as asbestos-cement pipe and textiles as areas of principal . interest. !Ir. Pigg stated that he felt the prospects are good for resolving issues affecting labeling and work practices, and that they will continue to work with the regulatory agencies in attempting to resolve the issues. In concluding. Hr.': Pigg invited Institute Members to attend their IndustryGovernment Conference scheduled for September 16-17 this year In Alexandria, Virginia. ".Ir. Pigg advised that he would provide a copy of his remarks at the Institute meeting to Mr. Drlslane for distribution to the Institute Members. Mr. Pigg had earlier responded to questions asked after Mr. Armstrong's and Mr. Join's remarks, and there were no additional questions. At the conclusion of Mr. Pigg's remarks, he presented a slide program with aduio on asbestos usage and controls. The program entitled "Asbestos-A Hatural Product for FMSI 07178 Ilinutes of the Annual Member ship Meeting -19- June 17-18, 1981 Modern deeds'' would be made available to Institute Members who may wish to show, the program. It is not aimed at the friction materials area, but is a general theme on asbestos based on an earlier program prepared by Johns-Manville. Upon the conclusion of Mr.Figg's -presentation, Mr. Carrigan expressed the thanks of the Institute's-Members for his well received remarks on the asbestos question as seen from Washington. 1 zinc: ''eedu*;- - - . - . .* r; ` nOMIilATIl'IG COMMITTEE, : wtvti Hr. Francis E. Messier, Chairman of the nominating Committee presented his Committee's report. There was no written report for reference. In introduction of the nominees, Mr. Messier stated that there were three Directors now serving on the Board whose terms continue till June 1982. They were: : , .- : ... . . . . . . Hr. Robert E. lie Is on, Abex Corporation Hr. Stuart Comins, T.JT. Brake Lining Company Hr. F. William Barton*.ReddawayHianufacturing Company Hr. Messier advised that Mr. James Mellow's term would also have extended to June 1982, but that due to his resignation from Uutum and from the Board of Directors, this vacancy would have, to be filled at this meeting. Hr. Messier, as Chairman of the Committee, placed the following names in nomination for the Board of Directors: / . Hr. William Simon, Brassbestos Manufacturing Mr. Robert Anderson, Certified Brakes Mr. John Gallagher, Thiokol Corporation , Mr. Francis Messier, Bendix Corporation 1* year to June 1982 2 years to June 1983 2 years to June 1983 2 years to June 1983 Mr. Carriganj President,' called for nominations from the floor. Mo nominations were offered. ' - : " :. . ' i ' Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That Dominations for the Board of Directors be closed. o r i. - v - The Secretary was directed to cast one ballot for the election of Mr.William Simon, Mr. Robert Anderson, Mr. John Gallagher and Mr. Francis Messier to the Board of Directors. The Secretary advised that the ballots had been so cast. The President advised that with the election of these four Directors for the terras indicated, that the Board now had the required seven Members. The Chairman of the nominating Committee advised the Membership that it would recommend to the Board of Directors the election of the following slate of Officers to serve effective July 1, 1981: ~ I, ' FMSI 07179 Minutes of the Annual Membership Meeting -11- June 17-18, 1981 For President - Mr. Gordon A. Carrigan For Vice President - Mr.. Robert E. Nelson For Treasurer - Mr. William Simon For Secretary - Mr. Edward TJ. Drislane (Note: At the Board of Directors Meeting following this Meeting., Counsel advised that Mr. Carrigan was not eligible to serve as President for the year 1981-82 since he was not a Director for that period. After discussion, Mr. Simon resigned his Directorship, and pursuant to ARTICLE IV, Section 5, the resulting vacancy was filled by the Board's election of Mr. Carrigan as a Director until June 1982.) AHNUAL MEETING COMMITTEE Mr. J. M. Moore, Chairman of the Annual Meeting Committee presented this report. Refer to EXHIBIT 13. ,. - Mr. Moore's report recommended resorts for the June 1982 meeting, in this order: (1) Sandpiper Bay, Port Lucie, Florida, (2) Sawgrass, Ponte Vedra Beach, Florida, (3) Hyatt at Hilton Head, Hilton Head Island, South Carolina, and (A) The Doral, Miami, Florida. '..... - At the conclusion of his report, Mr. Moore stated that he had subsequently visited Sawgrass and had personnal knowledge of Sandpiper Bay. He indicated that Sandpiper Bay was filled with several larger meetings,and it was possible that the Institute could be lost in the shuffle there. Meanwhile, he had visited Sawgrass, and now recommended it as the Number One location for June 1932. He indicated that Sawgrass was convenient to the Jacksonville Airport, the golf was good, and that there are excellent condominium type accomodations. He also stated that Sawgrass was particularly interested in groups such as the Institute, because they were geared to handle groups with from 30 to 100 . attendees. . The Board of Directors had earlier accepted Mr. Moore's report and had resolved that the Institute would meet next year at Sawgrass during the week of June 1A, 1982. The Secretary had been directed to make reservations accordingly. Mr. Moore stated that in working with the Golf Tournament Committee that they would work in a golf program which would be more of interest to.the weekend golfer-- "four man scramble.'' There would be more information on this prior to the June 1982 meeting. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Annual Meeting Committee as amended to hold the 1982 meeting at Sawgrass. . ' ' . PUBLIC RELATIONS COMMITTEE Mr. Simon prepared the Public P.elations Committee report. Because of scheduling difficulties (the morning session started on time), the Secretary was asked to read this report. Mr. Drislane read this report under protest. FMSI 07180 Minutes of the Annual Ilenibership Meeting -1?.- June 17-13, 1982 Mr. Simon's report highlighted the Institute's public relations activities of the past year, as veil as noting that while the Institute had requested Members to send in copies of any releases they saw in the trade press, there had been little or no input from the Membership. ' 1 Comments were made as regards getting more information on the Institute to the Membership. It was stated that other'associations publish newsletters giving ) more information*bit members' activities^ -One Member commented that the APRA*S 3ralce Systems Institute has over-200 Members, and the APRAhaS over 1,000 Members, and there is more activity to report. A "Member questioned the distri bution of the Newsletter the FMSI publishes (the FMS-I News). The Secretary advised that this is still published, but not on a regular basis. It is published as there is news that has not otherwise been sent to the Membership. The Secretary stated that the last RHSI News had been published in the Spring of 1981, and that there would .probably be a new issue in July 1981, with in formation on the June meeting, election of Officers, etc. RESOLVED: To accept the report of the Public Relations Committee as written. -" -^ BRAKE PERFORMANCE STUDY COMMITTEE -' 'V ' Mr. R. E. Nelson, Chairman of the Brake Performance Study Committee, prepared this report. Refer to EXHIBIT 7. ... . Mr. Nelson reported on the relatively low level of activity with the National Highway Traffic Safety Administration (MHTSA), and in summarizing stated that he did not expect too much in the way of regulatory initiatives on brake lining over the next few years. He noted recent activity relating to the Vehicle Equipment Safety Commission and its Regulation V-3, and in particular a planned Institute petition on the friction requirements where low friction original equipment linings may be called for on rear drum brakes on the new front wheel drive models. Mr. Nelson commented on what may be the completion of a new specification for the Defense Construction Supply Center. Mr. Nelson was asked about the 'radar braking" referred to in his report. He ^ replied that this was a project that had appeared on NHTSA proposed activities for several years. This would in theory involve a braking system that would be actuated when a vehicle is closing at some predetermined rate on some other vehicle or perhaps stationary object. It is strictly in the discussion stage and is considered a research project for which funds have not been budgeted at this time. He was questioned about NHTSA's plans for DOT 130, a brake systems standard for medium and heavy duty vehicles. Hr. Nelson indicated that there has not been much action on the DOT 130 area, and that UHTSA has been staying more with improving DOT 105 (the hydraulic brake systems standard) and DOT 121 (the air brake systems standard). Upon, motion duly made, seconded and unanimously passed, it was RESOLVED: To accept the report; of the Brake Performance Study Committee as written. FMSI 07181 iinutes of the Annual Membership Meeting -13- June 17-18, 1931 . i DATA BOOK ,-AKD TECHilGAL COMMITTEE . - Mr. Phil Grim, Chairman of the Data Book and Technical Committee, delivered this report. Refer to EXHIBIT 8. '. Mr. Grim's report covered items that had been resolved by the Committee during two meetings and with mail ballots during the year . :rAmongtheiteras resolved were questions on drilling changes in disc brake shoes,' listing of the combined lining-shoe assembly number, the term Mixed attachment" when applied to disc brake packages including an integrally molded lining at one position with a riveted or bonded lining at the other, imported car-coverage, brake shoe definitions, semi-metallic disc brake lining listings, and off-highway block numbering. - : - ' -- The most significant recommendation of the committee had to do with there- - structuring of the Institute's catalogs. Mr. Grim described the alternatives- which the Committee considered such as light duty versus heavy duty catalogs,- passenger car Versus truck catalogs,- etc. The Committee, after considerable debate had resolved as follows: ''That the Institute's "Automotive Data Book" M and "Brake Shoe Identification Catalog" be combined into one catalog listing the full designation and all available shoe information in the alphabetical ' section, with lining and shoe numerical information and shoe illustrations after the alphabetical section." ^ . . Mr. Grim suggested a title for the new book along with several reasons'for making this recommendation. This report had been delivered earlier at the Board of Directors meeting, and the Committee's recommendation for a consolidated catalog had been approved. The Members were advised that the Secretary had recommended that the two catalogs be continued, with the Data Book including all lining and shoe information in the alphabetical section, and with the Shoe Catalog showing just shoes in numerical order and all illustrations. The Secretary had sug gested that this would have several advantages--primarily involving printer bids, work load on the office, and the option for the Member to purchase only that " _ catalog information he wished. These recommendations were considered, but the Board supported the Committee's recommendations. A question was asked about including the block Illustrations from the Brake Block Identification Catalog. Mr. Grim stated that this had been considered but was not recommended for several reasons--new blocks are not released that often, and the block catalog normally has a life of about 4 years. Incorporating this information would add to the bulk and cost of the catalog. There is a marked movement towards discs for the heavies, which will probably be in full swing by the mid 1980's. The Committee made the recommendation for combining the Data Book and Shoe Catalog information as the most economical approach. ; A Member asked if the Institute could show the drilling of disc brake shoes in the Brake Shoe Identification Catalog. This x^ould be the drilling for riveted attachment---not the drilling or piercing for integrally molding. It was pointed out that in the "1981 Supplement to the 1980 Brake Shoe Identification Catalog" that the Institute indicates drilling as illustrated by the note under the D159 and D183 Outer: Dl59i-0 takes 7070B (6 hole) drilling and D183-0 takes 7070C (8 hole) drilling. The Member indicated that he was aware of this hut asked that the drill patterns be shown. It was stated that where the configurations were identical and the drilling the only difference, this would require additional FMSI 07182 Minutes of the Annual Membership Meeting -14- r June 17-18, <1981 illustrations and increased page jiount.... A request was. made to have the Committee consider this recommendation. The Chairman stated that the Committee would consider this as an agenda ttem'nsit its next meeting. 7 .. .rt?: Q, -}tV, ' Upon motion duly made, seconded and unanimously passed, it was: ._ - "i? r.-j:.'' ':?' ~ ; :J ! hv'vn;; 31 i , *r RESOLVED: To accept the report of the Data Book Sisir. nijtw hns ;Tri s oT`J and Technical Committee as x^ritten. ''nAIXi'Jb no enoJ os-sup s-'is' ` , - . i- >. _ -- _ _J; . Vx'j ' ' soi'e-mlnli . f .< Mir"' '. ,71 Eor"- ^-'.k ' HISTORICAL SALES REPORTING i ' ' * *,1 : . - i: - \ ov i z 71,71", The Secretary reported on the historical sales reporting program for the 1980; calendar year. The report for the first quarter of 1981 had just been completed, and that information-was not in the report. The Secretary stated that the - program had weakened duetto Carlisle Corporation's withdrawal from the reporting program. The Secretary also advised that at the Board of Directors Meeting on June 16, 1981, the Board had recommended that the Accountants be requested to discard the input from theindividual members six months after a report had been issued. This had heen recommended"to insure the confidentiality rof the - ' - - individual replies.. /. <i ^'.ir h:sr ~--r A member questioned the six month period. The Secretary advised that this would give the Accountants time to review earlier data in case a Member did not provide cumulative data (for example a Member reporting the same or lower sales at the six month report than at the three month report). In response to a ; ' question, the Secretary stated that this had been necessary twice in the past. Mr. Harris commented that Carlisle had withdrawn from the program based on an internal decision. It x^as then suggested that the Secretary x*rite Mr. Guffey at Carlisle advising that theAccountants will'be destroying all rax? input data - from the Members within six months of the report in order to doubly insure the confidentiality of, the information.. ' >: - , - . . . . 'r r. .1. -i : : ji.T.'r 'i ,-i. r. - Upon motion duly made, seconded and unanimously passed. It was:' T' ' RESOLVED: To accept-the report on the historical sales 'J1' r . reporting as written. . !7 1 ?V;'r* > -- ' *''' ' RATiriCATIOII OF ACTS OF OFFICERS '; , ' The Members were advised on a change in the makeup of the Board of Directors r that had occurred at the meeting of the new Board of Directors on June 17, 1981. Counsel advised that under one--and the more probable--interpretation of ARTICLE V, Section 2 of the Constitution, the Institute's President and Vice President must be chosen from members of the Board of Directors. SinceHr. Carrigan was not a member of the Board for 1981-82, Tie would not be eligibe to serve as President for that period. After discussion, Mr. Simon resigned from the Board of Directors, and (pursuant to ARTICLE IV^ Section'5 of the Constitution) the remaining Directors elected Mr. Carrigan to fill the resulting vacancy. Counsel recommended that the Board (as the membership had done earlier) pass a resolution ratifying that past acts of any President or Vice President FMSI 07183 Minutes of the Annual Membership Meeting -15- June 17-13, 1981 who was not also a Director at the same time, provided that such Officer acted in good faith on behalf of the Institute. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That all acts by and all acts done at the direction of any President or Vice President of the Institute who was not also at the same time a Member of the Board of Directors, shall be and hereby is ratified and affirmed provided only that such acts or directions were done in good faith. ORGANIZATION OF ANNUAL MEETIMG At the earlier June 17, 1981 session of the Membership Meeting, questions arose as concerns spouses or guests attending social functions at the Annual Meeting. The Board of Directors considered this question at a meeting later on June 17, 1981 and made recommendations thereon to be considered by the Membership. First, the Board stated that all Officers, Directors or Employees (regardless of sex) of Active Member companies were invited to attend all sessions--business or social--of the Institute, except for Board of Directors functions (e.g. the Board's dinner and meeting opening the Annual sessions). This invitation did not include attendance at the Board of Directors Meeting or Banquet held at the beginning of the Meeting. Members' spouses or guests attending the June Meeting will be invited to attend the Reception ordinarily held on the Tuesday night of the meeting, but are not invited to attend the reception and banquet for the Membership which is ordinarily held on the Wednesday night of the meeting. Upon motion duly made, seconded, and passed with fourteen (14) in favor and one (1) opposed, it was: RESOLVED: That Members' spouses or guests are invited to attend the reception normally held on Tuesday evening of the Annual Meeting, but are not invited to attend the reception and banquet normally held on Wednesday evening. The Secretary was directed to add this information on the receptions and invitations to spouses or guests on the data sheets sent members notifying them of the Annual Meeting. ***** There being no other business brought to the attention of the Members, upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To adjourn Adjourned at 10:05 AH, June 18, 1981. E. W. Drislane Secretary FMSI 07184