Document mmNG8M6BL0Ovn4qLM3MQJGxgd

FRICTION MATERIALS STANDARDS INSTITUTE, INC., E-210 ROUTE 4, PARAMUS, N.J. 07652 MINUTES OF. MEETING OF THE BOARD OF DIRECTORS Tuesday and Wednesday June 16-17, 1961 at The Homestead, Ilot Springs, Virginia DIRECTORS PRESENT Robert E.Nelspn , Francis E. Messier William.Slmonf Treasurer Stuart Comlns F. William Barton John P.. Gallagher Abex Corporation . Friction Products Group . Bendlx Corporation Automotive Aftermarket Operations Brassbestos Manufacturing Corporation P. T. Brake Lining Company, Inc. Reddaway Manufacturing Company, Inc. Thiokol Chemical Corporation OTHERS PRESENT ' Gordon A. Carrigan, President Robert P. Gorman, Counsel . Edward W. Drislane, Secretary James W. Armstrong, Committee Chairman Philip H. Grim, Committee Chairman Robert Join, Guest ** S. R. Wellman Corporation Durand, Gorman, Beher, Imbriaco & Lynea, Counsellors at Law Friction Materials Standards Institute Bendlx Corporation Abex Corporation Friction Products Group Federation of European TIanufacturers . of Friction Materials (FEMFM) *** Mr. Carrigan, acting as Chairman,.called the meeting to order at 8:30 AM, June 16, 1981. MINUTES OF PREVIOUS MEETING i . -.- L" 1 ................... ..................... ... ' 1' ; .- Minutes for the Board of Directors meetings of June 24, 1980 and June 25, 1980 had been distributed. A Director suggested that the Secretary dispense with the reading of the minutes. Upou motion duly made, seconded and unanimously passed, it was: RESOLVED: That the minutes of the Board of Directors meetings of June 24 and June 25, 1980 be accepted as written., ' PRESIDENT'S REPORT ', Mr. Carrigan, President, read bis 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 FMSI-0362 FMSI 04426 Mimites of the Board of Directors Meeting -2- June 16-17, 1981 activity, finances and accomplishments of the Institute over the past year. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the President's Report as written. membership committee report Mr. Comins, Chairman of the Membership Committee, read his Committee's report. Refer to EXHIBIT 2. In summary the report noted that Active Menfcers Increased from 20 to 21. Regional Members increased from 20 to 21. Licensees increased from 12 to 14. . Questions were raised about some Canadian manufacturers and Membership in the . Institute. The Secretary advised that Hemispheres Manufacturing and Canadian Distex, both of Canada, were Regional Members paying Active Members dues for. . marketing products using PMSI copyrights and trademarks in the United States. The Secretary had contacted Mr. Bill Bartel at Canparts, and they have new discontinued use of theInstitute's numbers in marketing their products. The Secretary advised that hC had received an application for Regional Membership froif Cougar Automotive Ita Montreal, but that the application was not complete and had been returned, if'this application Is completed properly,.it will ' be submitted fb the Membership Committee for review. This Cougar application had been returned to the applicant only a few days before the meeting, and information on this application was not Included in the Chairman's report. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Membership Committee as written'. ' ", ^ . 'TREASURER'S REPORT . Mr. William Simon,"Treasurer presented this report. Refer to EXHIBIT 3. . Mr. Simon's report Indicated that the Institute would have an excess of income over expenses of about $18,700. His report analyzed the variances accounting for this excess, which variances were related to: (1) Income projections for 1980-81 indicated a $6,500 surplus; (2) Unbudgeted net from catalog sales of $2,000; (3) Salaries under budget by over $4,000 (4) Unbudgeted fee income of about $5,000 from new members. An Income statement, a balance Bheet, and a summary of the past eight years, projected for 1980-81, and an estimate for 1981-82 were presented. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the Treasurer's Report as written. . The Secretary advised that Dur-Bloc, S.A.,of Lima, Peru, a Regional Member of the Institute, had not paid any fee Installment for the 1980-81 fiscal year. He advised that he had written Dur-Bloc, S.A., concerning the fee but had not received an answer. In his last letter, he advised that Dur-Bloc's failure to pay the fee would be discussed at the June Board of Directors meeting, and that he would recommend that the Dur-Bloc membership be terminated. } ^ | FMSI04427 Minutes of the Board of Directors Meeting -3- JUne 16-17, 1981 Upon motion duly made, seconded and unanimously passed, It was: RESOLVED: That Dur-Bloc, S.A.'s Regional Membership ~ In the Institute be terminated. . INVESTMENT ADVISORY COMMITTEE " ' ': Mr. F. W.. Barton, Chairman of the Investment Advisory Committee,' presented this report. Refer to EXHIBIT 4. '- The Chairman reported that Institute funds were now invested primarily in U. S. Treasury obligations, with two remaining time deposits maturing in the 1981-82 fiscal year. These investments were made in line with the then Chairman's recommendations whi,ch were endorsed by the Board of Directors in 1978. Investment income.for 1980-81 was projected at about $14,000 based on data available at May 1, 1981. . A Director suggested that increased income was available from investment in money market funds. The .Director suggested that returns in the 17% range were available from certain funds. The Secretary advised that the Institute's Treasury obligations which had basic interest rates in the 9-1/2% range were actually paying more than the face amount, when the discount at purchase and the yield to maturities were considered. He pointed out that if held to maturity, these securities would add about $2,000 in.1982-83 and about $5,000 in 1983-84, not counting interest. The true yield is that listed in the Wall Street Journal or the New York Times listings of Treasury obligations, which currently is about 14-1/2%. A Director suggested a specific fund. The Secretary advised that the Vanguard Money Market Fund, which is now held by the Institute, is also paying in the 17% area at present. It was suggested the Institute increase its investment in the money market fund as 1981-82 time deposits mature. The Secretary asked for specific recommendations on.investment, as special Board meetings or ballots are too time consuming if market rates change. ` Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To invest the proceeds of time deposits scheduled to mature In 1981-82 in the Vanguard Money Market Fund, and to maintain approximately 1/3 of the Institute's investment portfolio in the money market fund assuming income therefrom of 12% or more, which funds will be invested in Treasury obligations if the money market fund return falls to less than 12% for 60 days or more. '. Upon motion duly made, seconded and unanimously passed, it was: ' RESOLVED: To accept the, report of the Investment Advisory Committee as written. . ! . .J ! FMSf 04428 Minutes of the Board of Directors Meeting -4- June 16-17, 1981 BUDGET COMMITTEE Mr. U. M. Sleeth, Chairman, prepared this report. Refer to EXHIBIT 5. The Secretary read Mr. Sleeth's report. ' The Chairman's report recommended an expense budget of $101,005, an approximate 5-1/2% increase over the 1980-81 budget. Major items of Increase in the budget were rent ($1,000), Pension Expense ($3,400) and Meeting Expense ($1,100). There was one significant reduction in Miscellanous Expense, which was explained in the report. A Director asked about the catalog overrun which was mentioned in the Committee report. The Secretary advised that the printer is allowed a certain per cent overrun and that this overrun is usually sold to the Members after the original shipments are made to the Members. In one year this was significant, but in most years the overrun is sold without loss to the.institute. A Director suggested that to avoid any Institute costs for the overrun, that overruns be distributed to the Members at the time original shipments are made. These overruns could.be allocated to the Members in proportion to the size of the individual orders. The Secretary stated that some overrun was needed for new Members, and. in some cases for Members who need additional catalogs after the original printing. The suggestion was modified to allocate overtuns to Members if necessary. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That printer overruns of Institute catalogs be shipped and charged to Members in proportion to order quantities, if deemed necessary by the Institute. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To approve the expense budget as submitted by the Budget Committee for the 1981-82 ' fiscal year. , Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Budget Committee as written. FEE FORMULA COMMITTEE Mr. David Cunningham, Chairman of the Fee Formula Committee, prepared this report. Refer to EXHIBIT 6. The Secretary read Mr. Cunningham's report. The report indicated that there would be 21 Active Mes&ers in 1981-82, with 37 categories. In addition, there would be eight Regional Members with rights of Active Menbers reporting 10 categories. In addition, there would be 11 regular Regional Members, two trade association Regional Members, and 14 Licensees. Using the same fee formula as used in 1980-81, these totals would generate $94,700 in fee Income in 1981-82. FMSI 04429 Minutes of the Board of Directors Meeting a' -5- June 16-17, 1951 Upon motion duly made, seconded'and unanimously passed, it 'was: RESOLVED: To maintain the 1980-81 fee formula for the 1981-82 fiscal year.' Active Member --" Basic Fee $1,150; Category $700 Regional Member with Active Member rights - same fee as Active Member . Regional Member (Regular) -$1,450 ' Regional Member (Association) - $2,400 Licensee - $550 ' : s Upon motion duly made, seconded and unanimously gassed, it was: RESOLVED: To accept the Fee Formula Committee Report as written. s- ' v: '; FOBLIC RELATIONS COMMITTEE . Mr. Simon, Chairman of the Public Relatione Committee, prepared this report. i. See EXHIBIT 11. ' - -<)' V . . ,. Mr. Simon highlighted the Institute's public relations activities of the. past year, as Well as^noting that while the Institute had requested-Menbers to ' send in copies of any releases theyaaw in the trade press, there had been little or nd input from the Membership. After considerable discussion on the . merits of the Chairman's report, add - ' . Upon motion duly made, seconded and unanimously passed, it was: -> RESOLVED: To accept the teport of the Public Relations Committee as written. . DATA BOOK AMD TECHNICAL COMMITTEE Mr. Phil Grim, Chairman of the Data Book and Technical Committee, delivered this report. Refer to EXIIBIT 8. .: Mr. Grim's report covered items that had been resolved by the Committee during two meetings and with mail ballots during the year. Among the items 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 nunberlng. - The most significant recommendation of the committee had to do with the re 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" 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 nunberlcal information and shoe illustrations after the alphabetical section." FMSJ 04430 T Minutes of the Board of Directors Meeting -6- June 16-17, 1981 Mr. Grim suggested a title for the deft* botok along with several reasons for making this recommendation. At the conclusion of thit presentation by Mr. Grim, the Secretary advised that he had misgivings on the combined catalog approach, and had discussed this with Mr. Grim before the meeting. The Secretary then, suggested a means of giving the Members the advantages of the combined catalog approach, but continuing with two catalogs. His tedcrtnciebdatlon was to continue an "Auto motive Data Book'* giving full lining and shoe information In the alphabetical section, and following this with the numerical brake lining, alphabetical clutch facing, and numerical clutch facing now contained in the red book. This would be supplemented with a "Brake Shoe Identification Catalog" which would contain shoe numeric section and illustrations section only. The alphabetical section would be dropped in the shoe catalog. The Secretary claimed there would be several advantages In this approach, among which was the concept that the Member could purchase only that information which he wanted, and could either purchase the shoe.'illustrations without the full data book, or purchase the fiiil data book without the shoe illustrations. Another reason for his recommendations, waSthat he could better keep two printers Interested In bidding on the Institute's catalogs with a catalog and a supplement each year. At this point, a Director questioned this reason for two catalogs, with emphasis on getting additional printers to bid. It was pointed out that's major reason for some printers not bidding;on Institute . catalogs was the multiple billing of the Menbers. Under the existing catalog contracts, the printer must ship to many locations and bill and collect; from, as many as twenty different Menbers. Because of this billing and collection, procedure, several printers have refused to bid on the Institute catalogs. After considerable discussion, the Secretary was. directed to secure catalog bids from additional printers: (1) Secure bids from Wallace Press and one other printer for the catalog with the printer to bill and collect from the Institute only, and (2) Bequest bids from the two current printers with prices based on the current collection procedures and with alternate pricing based on collection from the Institute alone. ;' Returning to the question on restructuring the catalogs, a Director asked about including the illustrations from the Brake Block Identification Catalog along with the Information suggested for the combined catalog. The Secretary read from the minutes of the Data Book and Technical Committee meeting on restruc turing the catalogs, on that section dealing with the brake block Illustrations. There had been considerable discussion at the Committee meeting on this subject, and it had been recommended that the block illustrations not be. Included In the combined catalog. After additional discussion on.the merits of thecombined catalog, ' Upon motion duly made, seconded and unanimously passed, it was: - RESOLVED: That the Institute would combine the content of the "Automotive Data Book" and the "Brake Shoe Identification Catalog!' In 1982, in line . with the recommendations of the Data Book and Technical Committee. .... . FMSI 04431 'linutes of the 3oard of Directors Meeting -7- June 16-17, 1981 A Director asked what would happen If the 'lembershlp objected to the combined catalog. It was seated that the-question could be referred back to the Data Book and Technical Committee if there were valid objections raised by the Membership. At this point a Director dsked if the work on combining the catalogs could be completed on time for the 1982 catalog printing. The Secretary indicated that he felt it could be combined in time for the 1982 printing, if the decision were made at this June meeting and was not remanded to the Committee for further consideration. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Data Book and Technical Committee as written. . BRAKE PERFORMANCE STUDY COMMITTEE Mr. R. E. Kelson, Chairman of the Brake Performance Study Committee, prepared this report. Refer to EXHIBIT 7. : . . ; Mr. Kelson reported on the relatively low level of activity with the National Highway Traffic Safety Administration (NHTSA), 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.- ' A question was asked on the "several vehicle manufacturers" evaluation of non-asbestos linings, with emphasis on means for evaluating such materials. Mr. Nelson replied that the procedures for evaluation were not significantly different from those for testing' conventional asbestos-type friction materials-- preliminary screening with a Vest machine, followed by .Vehicle and full dyna mometer testing. Essentially the testing is Involved with newer brake systems, and is relatively independent of the type of materials. . Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the-Brake Performance Study Committee as written. HEALTH AND ENVIRONMENTAL AFFAIRS COMMITTEE Mr. J. N. 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 environmental regulations. He cohered 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 E?A 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. FMSI 04432 Minutes of the Board of Directors Meeting -8- June 16-17, 1981 Mr. Armstrong then reviewed initiatives from the EPA's Office 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 appeated to he a new "spirit of cooperation" between EPA and Industry, and the new liaison between the EPA rulemakers and representatives from industry* Hr. 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. At the conclusion of his report, Mr. Armstrong addressed specifically the areas of concern that the Board of Directors referred to the Committee, and in particular regulatory difficulties that Mr. Lee Burgess had mentioned at the 1980 Meetings. Mr. Armstrong, advised that he and the Secretary had written Mr. Burgess asking for specific input on the regulatory problems and inviting him to the meeting, but no reply was received on these requests for information. Further, Mr. Armstrong advised that only six replies had been received to the questionnaire sent the Membership on possible Institute committee work on training, citations from regulatory authorities and other possible areas of : committee study. The questionnaire replies indicated a mixed reception to the idea of passing on information on citations. All replies Indicated an Interest In assistance with training information. The committee, at its next meeting, will review the questionnaire replies. In the meanwhile, the individual replies to the questionnaire will be discarded. : In the discussion that followed, the Chairman indicated that any actions from EPA's Office of Toxic Substances are now on hold as far as asbestos. This EPA Office has singled out the friction materials industry for its initial efforts on asbestos control. Mr. Armstrong suggested that we should take a positive approach, working with the regulators to develop a revised training program for both EPA and OSHA. It was suggested that the Institute cooperate with the EPA on developing, training materials which are truthful, practical and helpful. A Director questioned whether the Institute might unnecessarily expose itself if it adopted a positive position1 on training the asbestos products worker and brake repair worker. It was suggested the better course could be to cooperate with the regulatory authorities, but let them take the credit for developing any training programs. The Institute's positldn should be to assist wherever possible, and to help any training programs where it can agree with the materials in question. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Health and Environmental Affairs Committee as written. The President expressed his thanks to the Chairman and the Committee for its work during the past year. FEDERATION OF EUROPEAN MANUFACTURERS OF FRICTION MATERIALS (FEMFM) Mr. Carrigan Introduced Mr. Robert Join, Secretary of the Federation of European Manufacturers of Friction Materials (FEMFM), of Paris, France. Mr. Join wa9 asked to briefly update the Board of Directors on activities in Europe. * j } FMSI04433 Minutes of the Board of Directors Meeting -9- June 16-17, 1981 Mr. Join indicated that there continue to he two 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 tor the - member country to put 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-mpst negative to asbestos, and while this is a draft directive at this time, a statement was made therein to the effect that the truly safe approach would be to ban asbestos. As regards exposure to asbestos from friction materials this draft,directive recommended that asbestos use be stopped unless one could prove that the work environment waB totally free from asbestos using electron microscopy. As electron microscopy could..detect minute amounts of very fine asbestos, th^S xis a most strict Interpretation of an asbeptos-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. ... Mr. Carrlgan thanked Mr. Jpin for his update on his review of activities of interest in Europe. , .! AMTOAL MEETING COMMITTEE . , ; Mr. J. M. Moore, Chairman of the Annual Meeting Committee prepared this report. Refer to EXHIBIT 13. Mr. Moore was invited to attend this session of the Board of Directors meeting to present his report. Mr. Mooted 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 (4) The Doral, Miami, Florida. * At the conclusion of his report,. Mr. Moore stated that he had subsequently visited Sawgrass and had personal knowledge of Sandpiper Bay. He indicated that Sandpiper Bay was filled with several larger meeting?, and if 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 1982. 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 grpups from 30 to 100 attendees. Upon further discussion, the Directors indicated interest in Sawgrass, and decided that the week of June 14 would be preferred. There were no known conflicts with that week. - . . Upon motion duly made, seconded and unanimously passed,, it .was: RESOLVED: That the 1982 Membership Meeting be held at . Sawgrass, Ponte Vedra. Beach, Florida, during the week starting June 14, 1981. - : Upon motion duly made, seconded and unanimously passed, it was: FMSI 04434 Minutes of the Board of Directors Meeting -10- June 16-17, 1981 IISSOLVED: . To accept the report of the Annual Meeting Committee ad written; with the 'change of the meeting site to Sawgrass; ` V INSTITUTE DEVELOFiCITT COMMITTEE - , . The agenda listed a report for the Institute Development Committee for dls- cussion. Hie Secretary advised that there would be no report for this Committee aSHrjJ.l. Mellow, Chairman, had resighed ftom Hutum-Corporation shortly before the Meeting, and no report had been prepared. The only, assign- meat given the Committee had been a reWibw of the Constitution anchBy-iLaws, ARTICLE III, Section 4, Elect!OntoMendership. This Section requires the affirmative vote of three-fourths of the Members of the Institute to elect a new Member. : . ' ' The Secretary had adviabd the Board of Directors that because three or four Members seldom return ballots where manufacturers apply for Membership, It is possible to have 15 affirmative WteS and one or two negative-Votes,*and fall to accept an otherwise qualified'applicant. He had suggested'that`the*te* quirement be changed to two-thirds of the Members' affirmative ballots' to elect a new Member. The Secretary advised that In order to effect such a change, the Constitution and'By-Laws Would have to be amended. This Would require a two-thirds vote of the Active Members for amendment. The Directors considered this change,. After-`dlscushion of the requirements, it was recommended that the requirement for election of a new Member be by majority vote of the Members voting within thirty days'of the mailing of -ballots to the Membership.` As this change must be submlttedctO the Membership this recommendation was not put in the fore of a motion. This item 1b considered later in the minutes of the Board of Directors meeting under the heading AlIEilDMEUT OF TEE CONSTITUTION AMD' BY-LAMS; This was* later submitted to the meeting of the full Membership for its consideration. HISTORICAL SALES REPORTING ' Hr. Drlslane reported on the Historical Bales Reporting program for the 1980 calendar year. In thi9 report he Indicated that the program had been weakened by Carlisle's withdrawal from the statistical reporting program. On another matter, the Secretary advised that he had been Contacted by Johns-Manville several times during the past year in an attempt to access the original data' sent t6 the Accountants';'1 Johns-Mahvilie was not attempting to- access data supplied by others, bUt- WhS attempting to access the data they had submitted in the early 1970's. The Secretary contacted the Accountants at that time, and they advised that they had.discarded the original input data many years ago. The Accounting firm also advised that certain associations had asked < that they discard original data after e certain period--three months, six months, etc.--`to insure the confidentiality of the input, and they Suggested that we might do the same. A Director asked why the data could not be discarded immediately after the comhined report was distributed. The Secretary advised that there had been questions raised about the input data after a report'had been rendered. In one case it had been found that a participant had not submitted cumulative data, and that report was subsequently amended. It could take up to six months to re-lnspeet the original dath, and a discard period of up to six months should take care of any possible' error in reporting or amending the original data. FNISI 04435 Minutes of the Board of Directors Meeting -11- June 16-17, 1081 Upon motion duly raa.de, seconded and unanimously passed, It was? RESOLVED*. That, the Accountants be advised that the Input data from the Members to the historical sales program be discarded six months after the . report is distributed to the Membership. Counsel asked the.(.Secretary to submit a draft of his letter to the Accountants before mailing. *-. Upon motion duly made, seconded and unanimously nassed, it was: RESOLVED: To accept the report of the historical . Sales Reporting as written. INSTITUTE OFFICE COPIER ' .< The Secretary submitted to-the Board of Directors an*analysis of cost for purchasini? a new office copier to. renlace the* Xerox 914 now under a rental agreement. The report- recommended purchase of a Xerox 2600 for a total cost of approximately $3,830, While this would project a savings* of: about $170 annually, this .is based on depreciation of the new machine over 5-years, and if it could.be assumed: the machine has a life longer than five.-years, the savings would.be substantial. There is also an element of improved cony quality and machine reliability. -. ' Unon motion duly made, seconded and unanimously passed, it was: RESOLVED: To-purchase a new Xerox-2600 copier at total cost of approximately $3,880.; : . . . . . ... **..*.** , . Upon notion duly made, seconded and unanimously passed, it was: RESOLVED: To recess the Board of Directors meeting. Recessed at 12'20 Fi, June 16, 1981 : . . ** * ** ..............- .' . : Wr. Carrigan, President, reconvened the meeting of the Board of Directors at 5.00 Pit on June 17, 1001. ' 1` DRGAiilZATIOJ OF AiTUUAL MEETING Questions were raised concerning the-Institute's 'leetine, and the rules on who was invited to attend. After-'discussion on the organization of the meeting, and who were representatives of the 'ember companies two guide lines were adopted. 'embers' spouses or quests attending the June Meeting will be Invited to attend the Reception ordinarily held on the Tuesday night of the meeting. Members' spouses or guests are not invited to attend the reception and banquet for the Membership which is ordinarily held on the Wednesday ni*ht of the meeting. FMSI 04436 Minutes of the Board of Directors Meeting -12- June 16-17, 1981 In defining the Members who are invited to attend the Wednesday night reception and banquet, this Includes all Officers, Directors and Employees of Member companies, regardless of sex. It was 'added that all members so defined are invited to all meeting functions, except the reception and dinner for Officers and Directors which la ordinarily held on the Monday night of the meeting. The Secretary was directed to add this information to the Meeting Announcement Form which is sent to the Membership when soliciting 'reservations. The Directors asked that this subject be added to the agenda for the Mentbershln : Meeting session scheduled for June 18, 1981. AMEUDITCTT OF CONSTITUTIOH AMD BY-LAMS . At the earlier meeting of the Membership (June 17, 1981) it was decided that the question of votes required for election of new Members would be re considered by the Board of Directors. Some Members Indicated dissatisfaction with the simple majority vote of those -casting their ballots within thirty days of submission of the question to the Membership. Suggestions were made that affirmative votes be required of a majority of the full Membership, or two-thirds of those- responding. A suggestion was made if a Member was to cast a negative ballot, he would be required to state the reason for the negative vote. It was suggested that this might better be handled by making ah Initial announcement to the Membership of receipt of an application, with request that Members submit any positive or negative information on the applicant by a certain date. After additional discussion, the Board of Directors favored adopting a policy of: (1) Original notification of application to the Membership with request for any positive or negative comments by the Members, and (2) revision of the Constitution and By-Laws to require the affirmative vote of two-thirds of the ballots cast within thirty days of the mailing of ballots to the Membership. This will again be submitted to the Membership for their consideration as an agenda item at the meeting scheduled for June 18, 1981. OTHERBPSETESS There being no other business brought to the attention of the Board of Directors, Upon motion duly made, seconded and unanimously passed, it was: HESOLVED: To adjourn Adjourned at 5:15 PM, June 18, 1981. E. U. Drislane Secretary FMSI 04437