Document e5jjjZyKgR9LdveGre6zVRNv9

FRICTION MATERIALS STANDARDS INSTITUTE, INC., 1*210 ROUTE 4, PARAMUS, h.a . 07652 't-- >. - ' MINUTES OF MEETING <> ". ' of the BOARD OF DIRECTORS Tuesday June '15, 1982 . '< > ` : ' at : Sawgraea, Ponte Vedra Beach, Florida DIRECTORS PRESENT Gordon A. Carrlgan, President Robert E. Nelson, Vice President; Francis E. Messier Robert J. Anderson Stuart Comlns . F. William Barton John P. Gallagher . S. K. Wellman Corporation Abba Corporation Friction Products Group .. Bendlx Corporation Automotive Aftermarket Certified Brakes . Lear-Siegler Company .. P. Ti Brake Lining Company Reddavay.Manufacturing -Company . Thiokol Corporation ' Friction Division - OTHERS PRESENT . Philip H. Grim, Jr.(Committee Chairman James W. Armstrong, Committee Chairman William Simon, Treasurer Robert P. Gorman, Counsel > ,. Edward W, Drlelane, Secretary Abex Corporation Friction Products Group Bendlx Corporation Brasabestos Manufacturing Company . Durand, Gorman, -Baber, Iid>rlaco A Lynaa, Counsellors at -Law Friction Materials Standards Institute * ** Mr. Carrlgan, President, called the meeting to order at .8:30 AM, June 15, 1982. MINUTES OF PREVIOUS MEETING Minutes of the Board of Directors meetings of June 16rl7, and June 17-18, 1981 had beep, distributed. A Director, movfed that the Secretary dispense with the reading of the mlnutea. .. Upon motion; duly made, seconded and unanimously passed. It was: RESOLVED: That the mlnutea of the Board of Directors meetings of June 16-17,and June 17-18, 1981 be accepted as written. FMSI--0370 FMSI 04414 ii's >.l i . ;i ; j . Minutes of the Board of Directors Meeting *2- .' " . * 'T. ,,J' ' : ; * PftffSIDEHT'S REPORT June IS, 1982 Mr. Carrlgan, President, presented his report. Refer to EXHIBIT 1. Mr. Carrlgan noted that his service hegen;inf February 1980 and that this would be his last term as President. He advised that he would not seek another term. He noted some of the highlights Qf Committee reports, sad advised that the new consolidated catalog would not be ready for distribution until July 1982. Mr. Carrlgan thanked the Officers, Directors and Committee Chairmen for their efforts on behalf of the Institute. Upon motion duly made, seconded and unanimously passed. It was: RESOLVED: To accept the President's report as written . MEMBERSHIP COMMITTEE REPORT . Mr. Stuart Comlns, Chal-rmpn of the Membership Coomlttee, reported. Refer to EXHIBIT 2. ,r:. 1 < .. Mr. Comlns notedrthe relative stability of the Membership during 1981-82. Among the changes noted were' the additions of Cougar Automotive, and Friedon, S.A. He advised that banco was dropped as s Member and that Borg & Bede de Mexico, S.A. was1 deilpqUSntln payments of its annual fee. Mr. Cominfi noted that an application had been received from the Brenier Company, Inc., a manufacturer of Insulators, for Licensee Membership in the Institute. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED; To accept;' the report of the Membership Committee as-;written. .<}" t! ' > ' '' _ . ' . I \? '>. -J. . " " ` " The Secretary advised that While.the Membership Committee had unanimously recommended acceptance^ of the Brfenier Company application, the Office had not-received allballots back from; the Directors at the time of the meeting. Upon motion duly made, seconded and unanimously passed. It waa: RESOLVED: To Accept: the application of Brenier Company, Infc..- > ; ' for Licensee Membership In the Institute. .. . At this point, there was a discussion on the Members' naming of Delegates to the-Instltute. A review of the Constitution and By-Laws showed that the only qualification needed toJbe a Delegate' was that the person so named be"duly authorised" (by the Member naming him/her as Delegate). Therefore, presently a Member Company could name any competent individual to serve as its Delegates The.relevant'rules are those in the BY-LAWS, ARTICLE I, RULES, Section 1. Designation of Delegates. ; TREASURER'S REPORT Mr. Simon, Treasurer, reported on financial activities during the 1981-82 fiscal year. Refer to EXHIBIT 3. Mr. Simon's report projected an excess of Income over expenses of near $10,000 for 1981-82, based on a trial balance of accounts at April 30, 1982. His report compared projected expense Items to June 30 with tits budgeted figures. FMSI 04415 Minutes of the Board of Directors Meeting 3 June 13, 1902 and noted that while tberfe were somesignificant variations, actual expense* will, coae oUt-quitec&we .to budgeted- expenses. . Upon notion duly made, seconded and unanimously passed, it was: RESOLVED:-to accept the Treasurer?* Report as written* The' Secretary-advised that Borg &BeckdeMexico, S.A. was delinquent In its annual^neflftanihip fee payments,- He-Indicated that while Borg & Back de Mexico, S; Ai had paid a payment which they indicated was for a 1981-82 quarter, they actually had not paid for three quarters of their 1980-81 fee. He advised that he had tfrltteo them several tines, sad had discontinued all services to them early in 1982 ;. Upon notion duly nade, seconded and unanimously passed. It was: RESOLVED: To.discontinue the Regional Membership of Borg & Bede ,de Mexico, S.A, for Its failure . to pay the annual -fee. . . ' INVESTMENT ADVISORY OQWgTTBE REPORT Mr. Barton, Chairman of .the Investment Advisory committee, presented this report. Refer to EXHIBIT 4. In summary, Mr. Barton projected the Investment balance to June 30, 1982 at over $180,000, an incragjejof nearly $15,000 over that at the start of the year. Projections were made fot this year's investment income, and for the 1982-83 fiscal year. At the conclusion of the report, Mr. Barton recommended that about 75Z of Institute funds be In U. 8. Treasury or Agency obligations, and that the`.remainder be in the Vanguard-Money Market Trust-Federal Portfolio. . A Yield Analyses of Institute Investments In D. S. Government Obligations was appended to the report whlch, lndlcated yields to maturity in excess of 13Z for all? obligations maturing after this coming fiscal year. It Is anticipated that the yields on Uj.S.. Government Obligations will be In the 13 to 14Z range over the several months. ... Upon motion ddly made, seconded and unanimously passed; It was: RESOLVED: To accept the Treasurer's Report as written.----- - BUDGET.COMMITTEE REPORT ' . . Mr. Drlslane, Secretary, read this report for its Chairman, Mr. W. M. Sleeth, Please refer to EXHIBIT 5. f.. . The Chairman proposed an Expense Budget of $107,500, a 6-1/2X Increase over the 1981-82 Expense.Budget:.. The principal items of increase were in Salary and wage related costs suich as payroll-taXas/Sad pension expense. A line by line comparison was shown for 1981-82 Budget Figures with the proposed 1982-83 figures. : FMSI 04416 Minutes of the Board of Directors Meeting -4~ June 15, 1982 At this point, Mri Comlns suggested that with the uncertainties In the environmental fields as regards waste disposal, asbestos compensation, and areas of regulation, that the Institute should budget for "contingency fees" In the environmental area. These could.be In the fora of consultant costs, participation In lobbying areas for legislation support of other organisations that would.assist the Members In either waste disposal solutions or in petitioning the regulatory agencies. He suggested that the Institute provide for.such costs in the budget. It was noted that If such funds were not expensed in 1982-83, this would Increase the institute's excess of'Income over expenses again, where this excess of income over expenses has been the rule over the past several years. Counsel was asked as to what, the;.Internal Revenue 8ervice would consider an unreadonab le .accumulation of surplus for a "Not-for-profit" association suchas the institute, and advised that the general rule was that accumulated earnings not in excess of three times the annual budget was a rough guideline for not arousing IKS concern. A Director suggested that consideration of an increased fee be discussed after presentation of the report ofvtfte Fee Formula Committee. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: . To accept the report of the^Budget Committee as written. !FEE FORMULA COMMITTEE REPORT Mr. David Cunningham is Chairman of the Fes Formula Committee. Mr. Drlslane read Mr. Cunningham's report. Refer to' EXHIBIT 6i - Mr. Cunningham's report balanced projected expenses from the Budget Coamlttee report, and projected Investment Income from the report of the Investment Advisory Committee, and recommended that the Fee Formula used In the past three years (1979-80, 1980-81, 1981-82) be'maintained for the 1982-83 fiscal year. Based on the Expense Budget 'arid the projected Investment Income, Income In excess of $6,000 over expenses was projected for 1982-83. The Directors resumed discussion of a contingency fee or special reserve for environmental affairs which had been postponed during review of the Budget Committee report. Questions were asked as to what Specifically such a reserve would be used for. A Director stated that the Institute should fake a more active role in preventing its Members from being legislated out of business. Funds might be spent on gathering and distributing more Infor mation on landfills, on fees for outside consultants--common problems, such as regulatory problems with EPA and OSHA. One Director stated that such a reserve should not be used for individual problems of Members but should be for a common problem for most of the Meobers. It was suggested that we now have a common problem which is asbestos, and anything in the asbestos area is applicable. The President stated that some of the Items of regulatory concern would be discussed later, at this meetlng--apadf1cally in the report of the Health and Environmental Affairs Committee--and decision on the Fee Formula should be tabled until after that report. FMSI04417 Minutes of the Board of Directors Meeting -5- June 15, 19.82 Upon motion duly made, seconded and tjnatvlnously passed, it was: KESOLVED: Tq table decision oru the.JFee Formula . Commit tee report until after all other .: Committee reports had been-presented. Refer to final pages of. these minutes for a continuation of the.;Fee Formula Committee Report. . ." PUBLIC RELATIONS COMMITTEE REPORT Mr. Simon* Chairmen of the Public'ReJLa&lons Committee, reported for this Committee. Refer to EXHIBIT II. :, . - .................... Mr. Simon reported that the only press release in 1981-82 was that on.the election of Officers at the June 1981 Meeting. This was released to the automotive trade press and appeared In^several trade publications. An item of larger concern for the Committee was the work on an Institute logo. The Board,of.Directors reviewed the five logos that had received the most favor during mall-balloting during the year.; These were coded as Logo Designs D, 7, G, H and I. The Secretary advised .that these logos were all preliminary, and any considered for final adoption would be prepared by a professional artist. As there was no unanimity-expressed-by.the Board, it was recommended that consideration of an Institute logo design be referred to the Membership at the June 16 session for its recommendations. Upon motion duly made, seconded and unanimously,passed. It was: RESOLVED: To accept the report of the Public Relations Committee as written. DATA BOOK AMD TECHNICAL COMMITTEE REPORT .: . Mr.:Phil Grim, Chairman of.the Data.Book and Technical Conmitte presented his Committee report. Refbr to EXHIBIT: 8 ' . /. Mr. Grim, reported on seVetal. areas of-Committee action and concern; = < Among these were the addition of. offr-highvay coverage-in. the Data Book,-postponement of any action on.-a:.new Brake Block Identification'Catalog-until later in 1982, and specific questions that had beenreferred to the Committee....... Mr. Grim's report emphasized the work dene our consolidation of the Brake Lining and Clutch Facing information-in the Automotive. Data Book with the Brake Shoe information in the Brake.Shoe'Identification Catalog. The .general style, layout and-consolidation'patterns were.worked on by the Committee and at a meeting prior to the Committee meeting by Mr. Grim, Mr. Drlslane.iand Mr. Hudson of Abex. The rules for-the consolidation, general instructions and other considerations for the new catalog were worked out: and put into final form. These then formed the structure of the new catalog which was submitted to printers for bid in January 1982. ' FMSI04418 Minutes of the Board of Directors Meeting -6- June 15, 1982 The Chairman had hoped to have copies of the new "1982 Automotive Data Book" on hand for the meeting, but actual typesetting of the catalog has been slow. The contract for the catalog had been awarded to Corley Printing Company, of St. Louis, who had printed three earlier Institute Supplements, but who had never before printed a full catalog. That award. In retrospect, was probably faulty. While it might be assumed that a newly designed catalog, with considerably more, pages than earlier catalogs, would take a longer period to be prepared, this catalog is now naming nearly two months late. Mr. Grim projected that the new catalog should be printed about July 1, 1982. On review of Mr. Grim's report it was noted that one paragraph was missing erom the original draft.- This was Paragraph C - use of the designations "DA" to designate air actuated disc brakes.. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Data Book and Technical Committee as written. . A Director noted that this catalog consolidation had been discussed and targeted many.years ago, and he felt a special vote of thanks be expressed to this Committee for its work on this consolidation. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To express a special vote of thanks to the Committee for lt9 work on consolidation of .!.?. the Institute catalogs. BRAKE PERFORMANCE STUDY COMMITTEE REPORT Mr. Nelson, Chairman of the Brake Performance Study Committee, presented this report. Please refer to EXHIBIT 7. Mr. Nelson's report noted that activity in the brake regulation area affecting brake lining manufacturers bad been limited. The main.Institute activity had been in the area of amending Vehicle Equipment Safety Commission Regulation V-3. The Institute had petitioned VESC for amendment of this regulation, and.had attended meetings and a hearing in the Washington area concerning this amendment. The specific problem had to do with intended original equipment linings with reduced friction on the drum rears on the new front wheel drive cars. In order to get balance, friction levels had been dropped to a point where the original material might not conform to Regulation V-3 as now written--particularly for the Normal Friction coefficient. The VESC Committee has proposed modifying V-3 per the Institute recommendations, and final vote on such a change will come at a full meeting of the VESC later this Summer. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Brake Performance Study Committee as written. FMSI04419 Minutes of,the Board, of Directors Meeting -7- . June 15, 1982 , . > HEALTH AND ;ENVIRONMENTAL AFFAIRS COMMITTEE REPORT . . . ' . i ...< -r - ' Mr. Armstrong, 'Chairmen, of the Health andEnvironmental Affairs Committee, presented this report. Refer to EXHIBIT 9. .. .... . .. - Mr. Armstrong noted actions taken by the Committee and the Institute Office since earlier,meetings. He opted In particular that concern was rising . relative tpj.lltlgation-in the asbestosarea, and proposals for Federal Legislation-, ip the,Compensation area. Based on this concern, the Committee met with representatives of the Asbestos Compensation Coalition relative- to Its activities, and recommended that a representative of this Coalition address; the full. Membership at this Meeting. , He also noted the;concern with.; landfill.and waste disposal requirements. At Its meeting, this. Consulttep; asked that the Board of Directors approve a" request to the.Federal EEA.on.; approved landfills for friction materials waste, and;asked,.t{jai Boayd suggest the. means, for -making, such a request. Mr. Armstrong i reviewed several . general OSHA and EPA: activities In areas of': concern- to jfccictjiqi; materials-.manufacturers-.and noted that the Institute had written NIOSH for either a final report or a status of the NIOSH. contract for "Health Hazards in Brake Lining Repair and Maintenance Workers Occupa tionally Exposed,tp..Asbestos." In discussion of this report, the Chairman noted that New York State now requires the Material Safety Data Sheet (M8DS) for material Identification and comnnnrlcation purposes; - ... ........... . . In response to a question as to who Is the "generator" of hazardous waste, Mr. Armstrong.noted that it is ,qhe manufacturer who "generates" the waste. Laws apply to all hazardous waste, and while asbestos Is not now regulated under the Resource Conservation and Recovery Act (RCRA) it is regulated under the tyatlbnal Emissions-Standards for Hazardous Air Pollutants (NESHAPS). As asbestde is,inert, it is probably -not the real problem in waste sites. A Director .asked what the Board of Directors could do in the environmental area to better support its Members. It was suggested that pooling of- in- , formation to- assist.in.defending against litigation from exposure to.friction materials dust cotdd be an.area,of assistance. It was noted that the Asbest os Information Association.,(AIA) had pooled Information of this type in lt8 . general library. Counsel noted that Information on litigation in this area was available to Attorneys and others through subscription services. One Director suggested that the best Information was that of a medical nature which cqjpld tie in or not tie in specific disease areas (lung cancer, as- bestosls, mesotheUotpa) to exposure to , asbestos in the brake repair area. It was stated that there were ab.o.ut -200 .lawsuits currently being litigated in the brakq repair area (cooparedto well over 20,000 asbestos suits in all). It was noted that if information along.the llnee of specific health effects among brake repair workers was gathered, it would be accessible by others and could not be held for Members only. FMSI 04420 Minutes of the Board of Directors Meeting -8- JtiUe 15, 1962 In this djjjpcusslon, the "manifestation" and"exposure" theories of liability were diechased. The manifestation theory held that the Insurance carrier at the.time the disease was known should be held liable, while the expos ure theory contended that the carrier insuring the manufacturer when the worker was exposed should be held liable. The long latency of disease from asbestos exposure would lend support to the exposure theory. This is an area of increased1 concern among Insurance carriers and the insured parties. Current practice is to name as many defendants as possible and to work one party against the other (insurance carrier versus insurance carrier, manufacturer against insurance carrier, and manufacturer versus manufacturer). . It was noted that any experienced Counsel Involved in asbestos litigation or in litigation in the brake repair area, could gather results and decisions in this area by reference to normal legal publications available In these areas. There would be no problem in gathering specific information In the brake lining litigation area. It was noted that the vast majority of asbestos lawsuits do not Involve brake lining, and those that do pri marily concern the brake:repair shops. Mr. Armstrong noted that Mr. Pullen of the Asbestos Compensation Coalition would address some of these matters In his presentation to the Membership. A Director suggested consideration of the Committee's recommendations in the landfill or waste disposal area. Should the Institute start a dialog with Federal and/or State Regulatoty authorities to develop information on approved waste disposal sites? Where does a manufacturer now dispose of friction materials waste? It whs suggested that the Institute start asking questions qn the Federal level. A Meofeer stated that existing landfill availability was not now a problem.. The problem was that when these land-' fills are rilled, where can friction materials manufacturers dispose of their waste? The landfill problem largely is a timing problem. As present landfills are filling up, the problem will be two or three years down the road when these sites are filled. It was suggested that the Institute initiate a dialog with the Federal EPA to seek landfill sites for friction materials waste. It was stated that there is a question of Federal or State control of landfills, and that the Institute should be seeking Information on currently available sites for hazardous waste disposal within particular states. It was restated that the question is not where the sites are now, but where will they be in two or three years. It was suggested that the Committee draft a letter for Members to send to their suppliers which would provide guidelines on seeking or establish ing landfill sites for their materials. The Directors asked that the Committee prepare such a letter. Further, It was suggested that cither associations be contacted to get background on other'industries and their problems and solutions for waste disposal. FMSI 04421 Minutes of Board of Directors Meeting -9 June 15, 1982 In addition. Legal Counsel was asked to write the States Involved for Information on availability of landfill sites for disposal of. friction materials waste. He was also asked to contact the Federal.Regulatory authorities for information of a similar nature. It was asked if the Institute should take an active roll in support of a Federal Compensation Act for workers exposed to asbestos. Should the Institute tie In with either the Asbestos Information Association or the Asbestos Compensation Coalition in dieect support of their objectives? Should these organizations be supported individually or should they be supported by the Institute? It was suggested that any activities relating to asbestos compensation be deferred until after the presentation by the Asbestos Compensation Coalition to the Membership. After that presentation, the newly elected Board of Directors could take action they feel appropriate as regards the Asbestos Compensation Coalition. Upon motion duly made, seconded and unanimously passed. It was: RESOLVED: To accept the report of the Health and Environmental Affairs Coamdttee as written. Upon further discussion, it was noted that this Committee had made significant efforts on behalf of the Institute over the past year. Upon motion duly made, seconded and unanimously passed, it was: . RESOLVED: To express a special vote of thanks to the Committee for its efforts in the health and environmental areas on behalf of the Institute. ANNUAL MEETING COMMITTEE REPORT Mr. John M. Moore is Chairman of the Annual Meeting Committee. Mr. Drlslane delivered Mr, Moore's report. Refer to EXHIBIT 13. . In summary, Mr. Moore recommended that the Institute return to Sswgrass in 1983, in continuance of the Institute's policy of attending the same site for two years if the first year is satisfactory. For 1984, Mr. Moore recommended LaCosta, in Carlsbad, California, in the San Diego area. As back-ups, his Committee recommended Sandpiper Bay and Grenelefe, both In Florida. . A Director stated that one major difficulty with Sawgrass and that type resort was that the Membership was spread out all over the development, and a "one front door" arrangement like the Homestead is preferable to this villa/ condominium arrangement. It was stated that LaCosta was that type arrangement. It was recommended that if the Institute returns to Sawgrass in 1983 that it attempt to get the villas together. It was suggested that if this report were to be accepted as written, the Institute would amend this to add: (1) Sawgrass would be asked to reserve villas closer together for the Institute's 1983 meeting: (2) Alternate sites in Florida--Sandpiper Bay and Grenelefe-- be rejected. FMSI 04422 x Minutes of the Boa'rd of Directors Meeting -10- June 15, 1982 The Secretary was ashed to-make, a-phone,, call after this Meeting to determine If LaCoata Would have space available fof;'the'Institute in June 1984. (Mr. Moore subsequently called LaCosta and It Vail' confirmed that spa.ce was avail able for. the Institute In June 1984).' ' Upon motion duly made, seconded and unanimously passed. It was: RESOLVED: To accept the report bf the Annual- Meeting Committee . " . as written, with the amendments noted above, . H--ISTOR IC..A..L.--SALES REP.O...R..T..I;Ni-Gl" . ... . ; The Secretary reported on the Historical Sales Program for the calendar year 1981. Refer to EXHIBIT 12. His report noted the'partlclpatlon during calendar year 1981. The Secretary advised that because of some "in-and-out" participation, the program had been criticized by a few Members. One Member noted constructively that the reports for the fourth quarter contained about 40Z of the sales for all classes for the full year. As a result, the Accountants were asked to re view the results, which they did. They noted that five respondents who had not reported earlief had reported at year-end for the'last quarter; other wise that quarter would have shown the more nearly expected 25Z of sales for the year. One Member; nonetheless, indicated that it would withdraw from the program if all participants dls hot participate fox each quarter. Suggest ions were made for withholding.the assert led information from respondents who did not respond each quarter. The Directors considered the criticism and felt the historical sales program was worth continuing in its present fora, and that those interpreting the datamust take Into account the patterns of participation and allow for it. The program will be continued .on a quarterly basis without change. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the. report on Historical Sales Reporting as written. ' INSTITUTE PENSION PROGRAMS . Mr. Drislane and Mr. Simon serve as Trustees of the Pension Trust for ben efit of Harriet G. Duscbek. They also served as Trustees of the recently 'terminated Institute Pension Trust. Mr. Drislane'reported on these plans. Refer to EXHIBIT 10. ^ This report noted that the Institute's Pension Plan had been terminated as of its Noverter 1, 1980 anniversary dote, and that termination had been approved by the regulatory authorities--Internal Revenue Service and the Pension Benefit Guaranty Corporation.. All assets of the Trust were dis tributed to the beneficiaries after approval by the regulators. pMSl 04423 i IT ' Minutes of the Board of Directors-Heating -11- Jurte 15, 1982 " " After termination of the plan., the Institute adopted a Simplified Employee Fens ion Plan (SEP) using an IRA. arrangement where the Institute contributes 152 of eligible emoloyee salaries to a separate IRA for which the Institute no longer has mountains, of paper work. This report advised of the fin ancial status of the Trust for benefit of Piss Duschek,' from which Miss Duschek is paid $550 per month. As of December 31, 1581, the trust balance was healthy with only $2,500 of the original Principal of $55,000 being invaded. All other payments for the 1580 and 1981 calendar years were paid from income. ; Mr. Drislaiie advised of difficulties arising from Miss Duschek's failure to cash checks. In one case three checks (January, February, March) were-not ` cashed until April, and as of this Meeting there was still one April check outstanding.^ The Directors recommended a direct deposit arrangement with a bank of Miss Duschek1s choosing. The Trustee was directed to have Legal Counsel review and approve the wording of any such direct deposit agreement. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report rendered by the Trustees on the Institute's Pension Plans. CREDIT REPORTING SERVICE Mr. Comins asked that this subject be made an agenda item at this board Meet ing. In setting this for the agenda, Mr. Corains stated that he felt the Institute should set up some sort of credit reporting service similar to that provided Members of ?!EfiA. Mr. Comins stated that since Institute'Members are selling to the same type customers, they may have knowledge on an account being unsatisfactory that would affect another Institute Member. A Director asked what was the practice when a credit application was received from a new customer. Some wouid; get a Dun & Bradstreet. Others would check the credit references on the applicant's form. Some would call other companies, which in many cases would be another Member. It was suggested there could be problems with a central reporting system if a credit applicant was denied credit be cause of a report. In response to questions, Counsel indicated that any party could sue, and that a party might have good grounds for such a 9uit if mis takenly denied credit due to false information in a central report, and if the false information resulted from negligence on the part of the Institute in compiling the report, provided that damages tesulted and were proved. A suggestion was made that the Members could individually list those at their firm to whom credit inquiries could be directed. It was stated that a list of those to be contacted on credit inquiries, along with the telephone num bers .would be helpful to Member credit departments. It was stated that the concept of listing those at Member firms who should be contacted for credit information should be worthwhile, and that the subj.ect be placed on the agenda for the meeting of the Membership scheduled for June 16, 1982. The Membership would be asked for its comments and re commendations. Before proceeding with this plan, Legal Counsel will be asked to review the plan and approve it before it is placed in operation. FMSI 04424 v Minutes of the Board of 01rectors Meeting -12- June 15, 1982 FEE FORMULA COMMITTBB REPORT (PART 2) The report by the Tee Formula Committee had been read earlier at this Meeting. The subject hadbeeh tabled pending certain subsequent reports, and particularly that of the Health and Environmental Affairs Committee Chairman. Mr. CDrains proposed that the fees be Increased to fund contingent expenses such as those for consulting in the health and environmental areas. Of particular concern would be assistance in the waste disposal areas. This Increased fee formula would be established to intentionally provide a Reserve to deal with Industry's problems In the asbestos, health and environmental areas, including, but not limited to areas of waste disposal. An increase In the basic fee for Active Members from $1,150 to $1,300 was recommended, with no additional increase In the category assessment. Fee Increases of similar amounts were suggested for other classification.;, and'the. follov'inr; .toes were suggested for 1982-83: Active Members and Regional Menfeers with Active Menfeer rights . Basic Fee: $1,300 (Was $1,150) Category Charge: $700 (No Change) Regional Members (Individual Regionals without Active Member rights ) Fee: $1,600 (Was $1,450) Regional Members (Associations) Fee: $2,600 (Was $2,400) ` Licensees Fee: $600 (Was $550) Upon motion duly _made, seconded and passed with six Directors in favor and one opposed, it was: . RESOLVED: To adopt the following fee formula for 1982-83: Active Members and Regionals with Active Menber rights: Basic Fee $1,300; Category Fee $700; Regional Member (Regular): Fee $1,600; Regional Member (Association): Fee $2,600; Licensee: Fee: $600. ' ***** There being no additional 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 12:25PM E. W. Drislane Secretary FIWSI04425