Document e5Jrda8nZgQNRkebBXG9DEa2y

FILE NAME: Garlock (GAR) DATE: 1944 Nov 16 DOC#: GAR084 DOCUMENT DESCRIPTION: Meeting Minutes with Attendees - Organization Meeting - Asbestos Textile Institute - Better Copy ( r* / > s( P LA IN T IFF 'S EXHIBIT 554- Present were MINOTB5 OF THE ORGANIZATION I GSTSC Of ASBESTOS TEXTILE INSTITOTZ Held at the University Club, New Tsrk* S. Y , # at IOiOO A.M. on Thursday, November l, 1944 Asbestos Textile Company Thomas X* Gatke T. Franklin Burke & Co 7 Franklin Burke Carolina Asbestos Company C. H Carlough -- Garlock Pecking Company George Abbott Johns-Manville Corporation L. R Hoff F. J. Wakem Arthur L, Fisk, Jr. (Attorned Keasbey & littison Company E Muehleck 17m. C. Scott Philadelphia Asbestos Company- E. R Teubner, Jr A J, Scanlon - ..... >.'Shcald be A.J. Scar Raybestos-Manhattan, Inc.George Marshall as "Scanlon* ia inc spelling) J . F. D. Rohrbach .. Southern Asbestos Company. G. S Fabel F, E Schlter Union Asbestos & Rubber Company R. Wilde L.-L. Cohen United States Rubber Company H.a. Smith H.E. Sunbury ( J c ' <( j (.* 1 # r* f - -2- Ur* Rohrbach as elected temporary chairman and Ur* Fisk as elected acting secretary of the meeting. The proposed Constitution and By-Laws of the Institute were read and discussed, and changes ere suggested in Article III and- IY of the proposed Constitution and section 6 of the proposed By-Laws. The suggested changes were incorporated in the proposed Constitution and By-Laws. Mr. liiehleck moved the adoption of the Constitution and By-Laws as anended. Mr. Fabel seconded the motion. The following .companies voted In favor of the motlont Asbestos Textile Company J. Franklin Burke ( Co Carolina Asbestos Company Garlock Backing Company Johns-Lfenville Corporation Xeasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. Southern Asbestos Company Union Asbestos & Bibber Company United States Rubber Company The following companies voted in opposition None. The motion was carried- The following companies then executed the membership agreement* Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manvilla Corporation Keusbey & Mattison Company Philadelphia Asbestos Company Raybeatos-Manhettan. Inc Southern Asbestos Company Union Asbestos & Bibber Company The Garlock lacking Company and the United States Rubber Company reserved de cision executing the membership agreement pending receipt by them of the Constitution and fiy-Lswe in final form It was moved by Mr. Hoff and seconded by Mr. Carlough that a nomin ating committee composed of Mr. Muehleck. Mr. Schluter and Mr. Cohan be ap pointed and that they retire and bring in nominations for the Board of Governors. The following members voted in favor of the motion Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Xeasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. Southern Asbestos Company Union Asbestos & Rubber Company U SU IH U  3 The following Members voted in opposition None. The motion was carried,, The comittee retired and returned with the following nominations for the Board of Governors which were submitted to the meetings Mr. Babel Mr. Marshall Mr. Scott MT# Teubner Mr. Vakem Mr. Hoff moved that the nominations for the Board of Governors be d o s e d and Mr. Carlough seconded the motion* The following Members voted in favor of the motions. Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Eeasbey & Mattieon Company Philadelphia Asbestos Company Raybestos-ifenhatt&n, Inc* Southern Asbestos Company Union Asbestos & Rubber Company The following Members voted in oppositions Rone. The motion was carried. Mr. Hoff then moved, seconded by Mr. Muehleck, that the following be elected to the Board of Governors! Mr. *Mr* Mr. Mr. Mr* Fabel Marshall Scott Teubner Wakem The following Members voted in favor of the motions Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Eeasbey & Mattison Company Philadelphia Asbestos Company Raybest oe-l5anhattan, Inc. Southern Asbestos Company Union Asbestos & Rubber Company Ihe following Members voted in oppositions Hone. The motion was carried. 080011 CONSTITUTION AND BY-LAWS of ASBESTOS TEXTILE INSTITUEE As adopted at meeting held November 16, 1944* and by written assent of all members. CONSTITUTION ARTICLE I - NAME The name of. this organization shall be the Asbestos Textile Institute The principal office of the Institute shall be situated at Washington, D. C. ARTICLE II - PURPOSES The Institute Is formed as a voluntary, non-profit, -unincorporated organization to render service to the different manufacturers and the trade in connection with asbestos textile materials as manufactured by its Members. The purposes of the Institute shall bei 1. To promote ethical business standards in the Industry trade practices in dealings between manufacturers and the in representations to the public. 2. To lawfully promote the following activities: find fair trade and (a) The development of standards through research, practical tests, and other available means,-the application of ' which by individual manufacturers, will insure & proper measure of quality in each of the Industry's products*. (b) The development through research and other means of new uses and markets for the Industry's products, resulting in an increased consumption and a grading up of the Industry's products through the sale of better quality asbestos textile materials. 8001 3. To lawfully promote and foster such Industry policies and programs as will tendt Ca) To cultivate the good will of engineers, distributors, manufacturers, and the consuming public, and to improve their acceptance of the Industry's products. (b) To develop a more creative selling by the Industry's y / salesmen, and to instill among such salesmen an ' i attitude of courageous aggressiveness in combating attacks upon the Industry, its Members, and its products, (a) To promote Industry welfare through cooperative research, improved manufacturing, selling and distribution methods. <d) To cooperate in maintaining open, free, unrestrained and equitable competition in a manner consistent with the laws of the United States. 4. To act as a clearing house in the collection and dissemination of lawful information and statistics in respect to production, orders, shipments, stocks on hand, costs, credits, freight rates, employment, and such other matters as may be of value to the different manufacturers and the trade. No Member shall be required to furnish or receive any such information. ARTICLE III - MEMBERSHIP 1 All individuals, partnerships, and rporations located in the United States manufacturing textiles out of raw asbestos fibre are eligible to membership in this Institute. 2, Membership in the Institute may be terminated by the Board of Governors upon the failure of a Member to pay any installment of fees, dues and/or assessments within thirty days after the time designated for such payment by the Board of Governors, 3, Any Member may resign from the Institute at any time upon payment of his dues and/or assessments for the current quarter and for the three ensuing quarterly periods, such payment to be on the basis of dues and/or assessments in effect at the time of resigna tion^ * 4, In the event of any Member terminating his membership in the Institute or of such membership being terminated by a unanimous vote of the remaining Members of the Institute, such Member shall have no equity in the fund or assets of the Institute, 080002 i <uS ** - This page to replace Page 3 in original Constitution. It includes changes in i t e m A r t . IV, as approved 12/1/46. -3- ARTICLE IV - MEETINGS OF THE INSTITUTE 1. The time and place of holding meetings of the Institute shall he determined by the Board of Governors of the Institute*-who shall have authority to call such meetings as may be desirable to conduct the Institute business. A meeting of the Institute shall also be called by the President upon request of a majority of the Members, Reasonable notice of all meetings shall be given to the Members, The President shall call a meeting of the Institute as near as poss ible to the twenty-first day of the last month in each quarter of the calendar year. 2. The Institute shall hold an annual meeting in December, 1946 for the purpose of electing members to the Board of Governors for the fiscal year 1947 and the transaction of such other business as may properly come before such meeting and thereafter the annual meeting of the Institute for the aforesaid purposes shall be the third quarterly meeting in each year, the date of such meeting to be fixed by the Board of Governors. 3. In all proceedings of the Institute and at all meetings thereof, each Member shall be entitled to only one vote. Subsidiaries or divisions of parent Members shall not be entitled to vote. At all meetings of the Institute there shall be present not less than a majority of all Members, represented in person by their duly authorized representatives who are entitled to vote in order to constitute a quorum for the transaction of business. Except for approving a budget submitted or authorizing the expenditures of moneys for special purposes which must be approved by all Members of the Institute, action binding on the Institute may be taken by a majority vote of those attending a meeting at which a quorum is present, A majority of all Members present at any meeting of the Institute, although less than a quorum, may adjourn such meeting without further notice until a quorum shall be in attendance, ARTICLE V - DISSOLUTION 1. The Institute may be dissolved by the vote or written consent of two-thirds of the Members of the Institute, after two weeks1 .written notice to all Members of the Institute of the proposed dissolution, 2, In the event of thereof at the time refund from the net such Member*s total ceding three years. the dissolution of the .Institute, each Member of such dissolution shall be entitled to a assets of the Institute pro-rated according to contributions to the Institute during the pre- ARTICLE VI - AMENDMENTS This Constitution may be amended only (1) by a two-thirds vote of the Members of the Institute, and after written notice stating the substance of the proposed change shall have been served on each Member at least two weeks before the meeting of the Institute at which the vote shall be taken; or (2) by the written assent of all Members in which such two /reeks* notice is waived. r\o/\r\n Tide page to replace Page U of the By-Laws as amended and approved UA7/U7 It includes changes in paragraph 3 of section number 2 of the By-Laws, sa approved h / l l f i S . -Il-- BI -LAW S 1. Institute Meetingst At all meetings of the Institute, Beakers represented for voting purposes by the chief exectutive officer of or in his absence, by a duly authorized representative thereof who designated as an alternate representative, and whose name has been euch designation with the President shall be such Member; has been filed under In the absence of the chief executive officer or the duly designated alternate, a Mesber may be represented by any duly authorized representative thereof appointed, in writing, to vote at the designated meeting by the chief executive officer, or in default of such appointment, by the alternate representative Ho representative of any Institute Mesber shall be allowed to vote at meetings unless such representative has authority to commit such Meeker in accordance with his vote Ho Uesker shall vote at any meeting of the Institute except through a duly authorized officer or representative of such Meeker company designated for the purpose, as provided in this paragraph. 2. Board of Qovernorai Ths general affairs of the Institute ehall be managed and directed by a feoard of Governors consisting of five Members who shall be elected from the Maskers of the Institute by a majority vote thereof with due consideration being given to having in office a Board of Governors duly representative of the entire Industry. The Members of the Board of Governors shall be elected to serve one year and until their succeasors are elected. In the event of aiy vacancy securing on the Board, of Governors, such vacancy shall be filled by a. new Member of the Board of Governors to be elected at the next regular meeting of the Institute and to serve the unexpired term created by such vacancy. The Board of Governors shall elect annually a President, a Vice President and a Treasurer from the members of the Institute and a Secretary and Assis tant Treasurer who need not be members of the Institute Vacancies occurring in any one of eaid offices shall be filled by said Board of Governors. Tbs Board shall not elect the same individual to serve as President for more than two successive annual terms, but an individual shall not be disqualified from serving again as President after an interval of one year from the termination * of the period for which he was previously elected. Ths Board of Governors shall have penrer to make appropriations from the Institute funds for the carry ing on of the work of the Institute subject to the provision that it shall authorize no expenditures the aggregate of which exceeds the approved budget of the Institute. 3 Prooldenti The duties of the President ohall be to direct the activities of the Institute in intervals between the meetings of the Board of Governors and to preside at all meetings of the Institute and of the Board of Governors. He shall- have authority to appoint such committees as may be required to conduct the business of the Institute and ehall ankdA o^f the Board oef# G"ov--e-r--no-r-s-- r ex-officio of such coranittees This page to replace Page $ of the By-Laws as amended and approved ltA7A7* It includes changes in paragraph 3 of section number $ of the By-Laws, as approved U/m M - -S- The President shall have the power to make leases for the Institute offices, to employ or authorize the employment of such personnel (except as otherwise provided for in these By-Laws) as nay be needed to carry on the work of the Institute, end purchase or autljorize the purchasing of supplies and equipment, provided the expenses for such purchases shall not exceed the appropriations fixed by the Members. U. Vice-President? The Vice-President shall perform the duties of the President in his absence or during his illness or disability. 5. The Treasurer of the Institute? The Treasurer shall receive and receipt for all moneys collected by the Institute or its officers and shall disburse the same upon the presentation of proper vouchers issued and countersigned by the Institute Manager. He shall keep a correct record of an account for all moneys coming into his hands and of all disbursements, and shall make reports thereof to the Institute and to the Board of Governors when and as often as may be required. He shall deposit the funds of the Institute in a national or state bank or trust company, subject to the approval of the Board of Governors. The Treasurer shall execute a surety bond conditioned for the faithful discharge of his duties, and in such penalty and with such surety as ahall be approved by the Board of Governors. The cost of such bond shall be paid out of the treasury of the Institute. The Treasurer shall prepare a budget covering the estimated annual expense of operating the Institute, which shall be approved by the Board of Governors and be subject to the ratification or modification by unanimous action of the Members of the Institute. The budget thus established nay be modified at any subsequent meeting of the Institute by unanimous vote of its Members. All of the duties as outlined in this clause may be delegated by the Treasurer to the Assistant Treasurer. 6 Initiation Fees, Dues and Assessments? Each Member of the Institute shall pay an initiation fee of $$00 at the time' it joins the Institute. Additional funds required for expenditures authorized by the members and by the Board of 1 1 Governors of the Institute shall be collected by assessments from each member upon the following bases? general assessments, Fellowship assessments and Air Hygine assessments shall be made in accordance with each member's propor I tion of production to the total production for the calendar year of all meebers of the Institute of such products as may from time to time bs prescribed by tto members for that purpose, with a minimum general assessment of $$00 for each ncni>er for each calendar year, the balance of the total general assessment over any minimum payments being prorated among the members whose computed general assessments are greater than $500j assessments for publicity shall be / made in accordance with each member's proportion of textile sales in pounds to the total textile sales in pounds for the calendar year of all members of the Institute. The said total production for a calendar year and the said total sales shall be determined by an outside independent accountant appointed by the J Board of Governors for such purpose. Each member shall furnish to said accountant the data necessary to establish such percentages. 08000b Thin page to replace Page 6 of the original By-laws. It includes new paragraphs numbered 7 and 8 aa approved hA?At8* - 6- ?* Secretary! The Secretary ohall keep the minutes of the eatings of the Board of Governors and of the embers of the Institute and shall perform all the regular duties of a Secretary and such other duties as may be designated from time to time by the Board of Governors. The Secretary shall receive such compensation as may be determined by the Board of Governors from time to time. 8. Assistant Treasurer: The Assistant Treasurer shall perform the duties of Treasurer in the absence or disability of the Treasurer and shall perform such duties as may be delegated to him by the Treasurer or the Board of Governors. The Assistant Treasurer shall execute a surety bond conditioned for the faith ful discharge of his duties and in such penalty and with such surety as shall be approved by the Board of Governors. The cost of such bond shall be paid out of the treasury of the Institute. 9. The Fiscal Year The fiscal year of the Institute shall end on December 31st. 10. Amendment of By-- Lawat The By-Laws may be amended by a two-thirds vote of the Members of toe Institute at any meeting thereof, and without prior notice. o8uom> r '7HZREAS the method o f assessm en t h e r e to fo r e In e ffe c t has not resu lted In an equ itable d iv isio n of the expenses o f the I n s tit u t e between i t s members, and n *7H:REA5 i t i s the concensus o f the membership that the assesam ents should continue to be based upon the same prod u ction a s h e r e to fo r e , but th a t the minimum g e n e ra l assessm en t should be in c re a se d from 5500 to $1,000 p er y e a r, I t i s RESOLVED, th a t S e c tio n 6 o f the By-Lane bo and i t hereby i s amended to re a d a s fo llo w s: " 6 , I n i t i a t i o n F o e s, Dues and A ssessm en ts. Each Honber o f tho I n s tit u t e sh a ll pay an i n i t i a t i o n fe e o f $500 a t th e tin o i t Jo in s the In stitu te * A dditional funds required fo r ex p en d itu res au th o rized by th o members and by th e Board o f Governors o f the I n s titu te s h a ll be co llected by assessm en ts from each member upon tho fo llo w in g b a s e s : general assessm ents, Fellow ship assessm ents and A ir Hygiene asse ssm e n ts s h a l l be made in accordance with each member's proportion of production to the to ta l production fo r the c a le n d a r y o ar of a l l members o f th e I n s t i t u t e o f such products c.s may from time to t i n e bo p re sc rib e d by th e members fo r th a t purpoeo, w ith a minimum g e n e r a l a s s e s s ment o f $1,000 f o r oach member fo r each calondar yoar, the balance o f the t o t a l _ g e n e ra l a ssessm en t over any minimum payments being p ro ra te d among tho members whose com puted g en eral assessm ents are grort er than $1,000; assessm ents fo r p u b lic ity s h a ll be nado in accordance with each member's proportion of t e x t ile c alcs in pounds to the t o t a l te x t ile sa le s in pounds fo r tho calen d ar y e a r o f a l l members o f tho I n s t i t u t e . The s a id t o t a l produ ction f o r a calen d ar yoar and the sa id t o t a l s a le s 6 h a ll be determ ined by an o u tsid e independent acco u n tan t appointed by the Board o f Governors f o r such pu rp ose. Each member s h a l l fu rn ish to sa id accoun tan t tho d ata n ecessary to e s t a b lis h such per c e n ta g e s." 080007