Document wg1pK5XZ3Lg65BNVVao3692aE

FRICTION MATERIALS STANDARDS INSTITUTE, INC., E-210 ROUTE M, PARAMUS, N.J. 07652 MINUTES OF MEETING of the BOARD OF DIRECTORS Thursday, March 13, 1975, at 1:30 P.M. at Me Cormick Inn Chicago, Illinois DIRECTORS W. Simon, Vice-President S. S. Conway J. W. Greenen F. E. Messier U. R. Moalli J. E. Clegg Brassbestos Manufacturing Corp. Abex Corporation Maremont Corporation Bendix Corporation Raybestos-Manhattan, Inc. S. K. Wellman Corporation DIRECTOR ABSENT E. R. Zacharlas ! I OTHERS PRESENT Carlisle Corporation I A. A. Laus, Treasurer J. L. Me Govern, Jr. i E. VI. Drislane Maremont Corporation Raybestos-Manhattan, Inc. Friction Materials Standards Institute Mr. W. Simon, Vice-President, acting as Chairman, called the Meeting to order at 1.30 P.M. MINUTES OF PREVIOUS MEETING The Minutes of the Meeting held December 19, 1974 had been distributed. The Secretary reviewed the minutes of these meetings. No corrections were called for. Upon motion duly made, seconded and unanimously passed. It was: RESOLVED: That the Minutes of the Meeting held on December 19, 1974 be accepted as written. LEGAL COUNSEL j Prior to the meeting, the Secretary had sent a letter to the Officers and Board of Directors listing several law firms who had been contacted concerning the Institute work. Among those were the following: Morgan, Lewis and Bockius, Philadelphia, Pennsylvania; Arent, Fox, Kintner, Plotkin and Kahn, Washington, D.C.; Young, Rose and Millspaugjh, Newark, N.J.; Rogers, Hoge and Hills, New York, N.Y.; Fenster, Fenster, and Farrell, Hackensack, N.J.: Ide & Halgney, New York, N.Y.; Clapp & Eisenberg, Newark, H.J.; Browne, Buckalew, and DeMarrais, Hackensack, N.J.; Morrison & Griggs, Hackensack, N.J.; Hesson, Ford, Sherwood and Whalen, Albany, N.Y. Backgrounds of these firms FMSI-0190 FMSI 04572 Minutes of the Meeting of the Board of Directors -2- March 13, 1975 were discussed such as work in anti-trust or association areas. Retainers and/or charges per hour were indicated. The Directors reviewed the write up. One Director- stated that he did not feel it necessary that we have legal counsel with an anti-trust background. Another Director disagreed. Hr. Drislane was questioned as to whom he would suggest. He indicated that if we wished some anti-trust background he would suggest Clapp & Eisenberg. If on the otherhand we felt we did not need anti-trust background and needed local counsel he suggested Browne, Buckalew and DeMarrais, or Morrison & Griggs. One Director felt it would be desirable to have both anti-trust and trade association background. Another director stated that he did not feel association background was needed because association work for our Institute is different from non-automotive association work. It was suggested that if a reasonable selection was made at this time and it turned out to be wrong, that we were not married to this law firm. It would be possible to change legal counsel In a year or so if we were not satisfied. As regards the copyright work, Mr. Drislane indicated that he was satisfied with the Shenler & O'Connor firm and did not feel that we had to hire legal counsel with copyright background. It was suggested that since Clapp & Eisenberg does legal work in both New York and New Jersey, they might be desirable as the Institute is a Hew York corporation resident in New Jersey. It was questioned whether Clapp & Eisenberg did work In the Washington area. Mr. Drislane indicated that in his interviews with Clapp and Eisenberg he does not recall their having any significan back ground in Washington. Mr. Drislane was questioned as to why he would select Clapp & Eisenberg over P.ose & Millspaugh and he indicated that it was based on the individual that he had talked with at those firms. He was questioned as to whether the attorney that he contacted would be the one in charge of the Institute's work. Mr. Drislane said that the individual contacted would be doing our work. Upon motion duly made, seconded, and unanimously passed it was RESOLVED: That the Friction Materials Standards Institute would retain the law firm of Clapp & Eisenberg in Newark, N.J. effective June 1, 1975. At this point it was suggested that the Institute would advise Mr. Stickles that he was no longer counsel for the Institute effective June 30, 1975. The retainer would be paid through June 30, 1975. It was stated that It would be desirable to have an overlap in case the new law firm wished to contact the predecessor firm for papers and other items. Hr. Drislane was directed to advise Clapp & Eisenberg that they will become our counsel as of June 1, 1975. They are to be advised of the dates of our June 1975 Meeting and are to be asked to attend. As regards the Stickles firm, the Institute is to advise them that they will no longer be counsel as of June 30, 1975. Also they are not to attend our June Annual Meeting. During this discussion it was suggested that a phone call be made to new counsel to advise them of their selection and that a certified letter be written to the Stickles firm. The Secretary indicated that he had drafted a letter of appreciation to Mr. Stickles for the service he had given over these many years. It was FMSI 04573 r Minutes of the Meeting of the Board of Directors -3- tlarch 13, 1975 suggested at this point that a letter was not proper and that the Institute should indicate more appreciation to Mr. Stickles. It was suggested that a silver plaque or similar award be inscribed with words of appreciation. Words were suggested as follows: "In appreciation for the many years of devoted service to the Friction Materials Standards Institute. From the Members and Directors of the Institute, June 1975'1. Ur. McGovern felt it would be more appropriate to have a luncheon meeting with Mr. Stickles at which he would be happy to attend. It would be proper also to invite others from the metropolitan area such as Messrs. Moalli, Simon and Hiss Duschek. This silver tray would be awarded to Mr. Stickles at 6uch a luncheon. Mr. McGovern indicated that he would attempt to make arrangements with Hr. Stickles for such an occasion. REPORT PF INSTITUTE DEVELOPMENT COMMITTEE Possible Revisions to Constitution and By-Laws Mr. Conway, Chairman of the Institute Development Committee, reported that a meeting had been held on the morning of March i3, 1975 at the McCormick Inn. The Committee reviewed some suggested changes to the Constitution and By-Laws. It was suggested that Article III entitled, "Membership Section V Rights of Members Sub part b Regional Members' should add wording such as follows: "Regional members who market their products in the U.S. paying the same anuual fee schedule as Active Members have the same rights as Active Members except they will not have the right to vote, to serve as Officers, or on the Board of Directors", Article IV Section 8 ``Meeting and Notices:" This section calls for regular meetings of the Board of Directors on the fourth Wednesday of July, October, January and April in each year. Actually we usually have one meeting a year in June. The next is Article VI "Duties of Officers" Section 4 Treasurer: This entire section sounds good but we have not been operating this way. It is unrealistic to "send monies to the Treasurer.'1 Article VII "Membership Meetings'1 Section 1 Annual Meeting: We haven't met on the "3rd Wednesday of June" in several years. Article IX "Fees and Assessments" Section 2 Annual Fees paragraph b Regional Members: A sentence should be added: "Regional Members with the same rights as Active Members except for the rights to vote and serve as Officers and Directors shall pay at least the same annual fees as Active Members." The Committee approved the reasonableness of these suggested changes in the Constitution and By-Laws. Upon motion duly made, seconded and unanimously passed it was RESOLVED: That the Institute Development Committee recommendations for these five changes be made- to our Constitution and By-Laws assuming legal counsel concurs with these recommendations. Communications with European Association The Institute Development Committee reviewed some of the activities with European Associations and in particular the Federation of European Manufac turers of Friction Materials (FEMFH). Mr. Join is the Executive Secretary for this organization. It was suggested that there would be good input to both the Institute and the FEMFK if we could establish a line of communications between these associations. FMSI 04574 r Minutes of the Meeting of the Board of Directors -4- March 13, 1975 Upon motion duly made, seconded and unanimously passed It was RESOLVED: That the Friction Materials Standards Institute should establish lines of communication with their European counterpart, the Federation of European Manufacturers of Friction Materials. It was also suggested that our Secretary should write to Mr. Join of thiB Association and invite him to our Annual Meeting this June. This might be a good way to start communications between the two groups. Survey on Sales Compensation The Institute Development Committee had reviewed the recommendations for a questionnaire and survey by the Institute concerning salesmen compensation. The Committee had passed a motion saying that they did not favor the Institute establishing a survey on salesmen compensation. (The balloting was 3 to 1 against such a survey). A director stated that this recommendation was not satisfactory. One Director asked if the MEMA data on similar questions is sufficient. It was stated that there was data gathered by MEMA and ASIA on salesmen compensation and that brake linings, shocks and ignition parts probably were pretty much the same from a compensation viewpoint. Therefore, a survey involving the Friction Materials Industry alone Is not called for. As regards the MEMA program it was stated that one had to be a MEMA member to get this data. AI90 manufacturers have to contribute data in order to receive the results. After discussion on this subject, upon motion duly made, seconded and passed, with three Directors in favor, two Directors opposed and one Director abstaining, it was RESOLVED: That the resolution by the Institute Development Committee to not consider a survey on salesmen compensation is rejected, without prejudice. The Directors, in essence, favor the idea of a survey of salesmen compensa tion. It was suggested that a "Compensation Study Committee" be formed. The Board of Directors is directing the President to appoint a committee to be called the Compensation Study Committee and to report back to the Board of Directors: (1) What is necessary to reach the goals on a survey of salesmen compensation? (2) Recommend steps that should be taken to implement such a study. Historical Sales Reporting The Institute Development Committee resolved that Historical Sales Reporting should be done on a quarterly basis rather than the semi-annual basis now in effect. Some Directors felt that some members might have trouble reporting on a quarterly basis. In answer to a question as to how long it takes to get this data at the present time, the Secretary advised that it is usually three months from the end of the reporting period until the report is ready. Several Directors indicated that reporting on a quarterly basis would be desirable to seek out trends a little earlier. Upon motion duly made, seconded, and unanimously passed it was RESOLVED: That the Historical Sales Reporting will be put on a quarterly basis. FMSI 04575 Minutes of the Meeting of the Board of Directors -5- Harch 13, 1975 The Institute Development Committee recommended that a dead-line for reporting be stated when the data is being solicited. They were not requesting a cut-off date for information, but rather a dead-line by which members should have the data into the Certified Public Accountants. The Institute Develop ment Committee recommended a six week deadline--for example a February 15 dead-line be established for the December 31 reports, etc. Upon motion duly made, seconded, and unanimously passed it was RESOLVED: That a dead-line be placed on the gathering of data for historical sales reporting. There had been discussion at the Committee meeting concerning the fact that Regional Members who paid the same dues as Active Members were entitled to the same services as Active Members (with a few exceptions including voting and officers and directors). It was suggested that Regional Members who export to the U.S. market are entitled to participate in the Historical Sales Reporting. The Committee passed a resolution recommending that Regional Members be permitted to participate in the Historical Sales Reporting. Upon motion duly made, seconded and unanimously passed it was RESOLVED: That participation in Historical Sales Reporting by Regional Members paying the same dues as Active Members be permitted. The Committee had discussed interpretation of the data. Several years back the names of the members reporting statistics were added to the report. In this way a member reviewing the data could gather some idea of the completness of the data in the categories he was examining. It was pointed out that there is still an open area where a member might participate in one category but not report in another category. The Secretary stated that at the time the members reporting was added to the report that legal counsel stated that such information should not be shown by category. The Committee members felt that this information would not reveal anything of a proprietary nature and would be helpful in interpreting the statistics. They suggest that when new legal counsel is engaged this question be raised as to whether such Information by category can be added to the Historical Sales Reporting. The resolution as passed by the Committee stated that the question concerning the listing of members by category should be referred by legal counsel. Upon motion duly made, seconded, and unanimously passed it was RESOLVED: That Legal Counsel advise if the Historical Sales reports can l*st the participants in each reporting category. Asbestos Information Association Mr. Moalli had been contacted by Mr. John Marsh of the Asbestos Information Association concerning possible support of that Association. At the present time there is liaison between the Friction Materials Standards Institute and the Asbestos Information Association as concerns asbestos. The Institute Development Committee passed a resolution to the effect that the Secretary be requested to contact the Asbestos Information Association to discuss possible financial support of the Association by the Institute. It was questioned as to what additional information the Institute would get by giving financial support to the AIA. It was stated that there was little FMSI 04576 Minutes of the Meeting of the Board of Directors -6- March 13, 1975 or nothing additional that we would get by giving financial support to the AIA. It was stated, on the other hand that we have a moral responsibility to contribute to the work of AIA as their work is vital to our Institute and to the Institute metfcers. One of the areas that the AIA has been Involved in is lobbying. As the resolution passed by the Institute Development Committee was not for a specific action to be taken but for an inquiry to be made, upon motion duly made, seconded and unanimously passed it was RESOLVED: That the Secretary of the Friction Materials Standards Institute contact the Asbestos Information Association for Information as to possible financial support of that Association by the Institute. Lined Shoe Catalog At the Committee meeting the members discussed recommedation of an application catalog with numeric data for lined shoes. It was stated that this is a big job and might be somewhat difficult to Implement. It was also stated that this might cut catalog costs for the members. The idea is to present data on lined shoe assemblies rather than linings or shoes alone. The Committee resolved that a study of a lined shoe catalog for the Institute be referred to the Data Book and Technical Committee. They did not specifically call for action to be taken at this time. There was comment as regards the possibility of a disc brakes only catalog. It was felt there would be alot of duplication if the Institute put out such a catalog. Another Director said people don't want two separate catalogs (one for disc and one for drum). Upon motion duly made, seconded, and passed, with five affirmative and one negative, it was RESOLVED: That the subject of a lined shoe catalog be referred to the Data Book and Technical Committee for study. STRUCTURE OF COMMITTEES Hr. Moalli reported on what he considered a problem with the Technical Committees. By the Technical Committees we are referring to the Brake Performance Study Committee, the Data Book and Technical Committee, the Asbestos Study Committee and the Quality Control Sub-Committee. He questioned whether the Institute is getting what it should from the Committees. The Secretary was questioned on this subject. He felt the problem was that Committee members who were given assignments at meetings were not able to satisfactorily get the outside assignments completed. He stated that this problem was brought up at the SAE where the members are limited in their ability to get jobs done. This may be because of the current recession and the difficulty with sponsoring companies giving the members the time to get assignments done. It was recommended that the Committee Chairmen adjust the Committees to get participants who can get the work done. It is desirable to get more active participation from Committee members. . The Board of Directors considered this question, and are directing the President of the Institute to advise the Chairmen of the four named committees to review the Committee Membership with an aim at getting assignments complete. FMSI 04577 r Minutes of the Meeting of the Board of Directors -7- Harch 13, 1975 COPYRIGHTS The Board of Directors had been sent copies of a report by the firm of Shenier & O'Connor concerning the FtlSI copyrights. This report had been reviewed by the Officers and Directors. It was felt that it was a good up-date on the strength of the FMSI copyrights. The Directors indicated their satisfaction with this work. They were also satisfied that the copyrights have sufficient strength for strict enforcement. FIELD REQUEST FOR CATALOGS At the December meeting of the Board of Directors the Secretary had been directed to contact Legal Counsel to determine a policy for handling requests for the Institute's catalogs. The question is whether the Institute can refuse to send out copies of the catalogs, or could it charge a small two or three dollar handling charge for sending catalogs directly. Policy in the past has been to state that the Institute does not supply these catalogs directly and that the requesting individual should contact one of the member copnaies to secure catalogs. This question was referred to Mr. E. K. Kennedy. He replied that either approach was legitimate and that we could refuse to send out catalogs on a direct basis since these catalogs are available to the field by requesting copies from members. Further we could charge a nominal two or three dollars handling charge if we wanted to avoid the necessity for prolonged correspondence with those requesting catalogs. Mr. Kennedy did Indicate that if we sent these out with a nominal handling charge we are in no way indicating that the user has the right to use the copyrighted FMSI numbers. In addition he suggested that on the packing slip, or with a note attached to the catalog, we repeat the copyright notice that others do not have permission to reproduce this catalog in any form whatsoever. The Institute will continue to turn down individual requests for catalogs and suggest that the requester contact a member for the catalogs. A Director suggested that we could have a form letter which would advise that we'd be happy to provide copies of the catalogs for two or three dollars on an individual basis, but that they might do better by contacting one of the members to receive free catalogs. When the new Legal Counsel is engaged the question on field requests for catalogs will be referred to them. TECHNICAL DATA FROM VEHICLE MANUFACTURERS During the discussion on the field requests for catalogs it was brought out that International Harvester Company dealers had been requesting catalogs. Mr. Drislane had written letters back to International Harvester to the effect that he would be happy to provide catalogs if IHC on the otherhand would provide him with data on their trucks. The Institute has been attempting to get data from companies such as IHC and White Truck over the past several years. In response to a direct question, Mr. Drislane indicated that he had at one time contacted an International Harvester office in Chicago at the suggestion of one our members, and had never received an answer. On another occasion he had written to Fort Wayne to XIIC's Product Information section asking if they would reconsider providing data to the Institute. Both contacts had FMSI 04578 Minutes of the Meeting of the Board of Directors -8- March 13, 1975 been by mail. It was felt that the only way to get this information was on a face to face meeting with IHC. Mr. Drlslane indicated that rather than provide the titles of individuals at IHC, he would like to have names that he could contact. Mr. Conway volunteered to provide names to contact. It was suggested that Mr. Zacharlas might be able to provide information. The Secretary was directed to seek information from Messrs. Conway and Zacharias and other directors for contacts at International Harvester. FINANCIAL STATUS OF INSTITUTE Mr. Drlslane reported that the financial status of the Institute was very good and that we would probably end-up with a surplus somewhere between $10,000 to $14,000. The size of this surplus would depend on legal fees and the acceptance of new members. It was stated that Menfoers have indicated that they would favor a reduction in the fee schedule. The Directors indicated that they favored the status quo, because it was simpler to hold the line than to drop it with a subsequent increase. It was suggested that this would he dependent on recommendations of both the Budget Committee and the Fee Formula Committee. The Board of Directors will act on their recommendations. SCAH-PAC. IHC. MEflPOH, WISCONSIN Mr. Drlslane advised that he had been in touch with Mr. Skip Scandrett who runs Scan-Pac, Inc. located in Mequon, Wisconsin. Mr. Scandrett had purchased Johns-Manville equipment for manufacturing industrial friction materials. He was not involved with automotive products as such. lie had called the Institute office earlier in the week and said that he would be Interested in membership in the Friction Materials Standards Institute. His problem was that in a strict interpretation of category reporting he would be in three categories. He felt that this was a little steep for the annual fees and was wondering if there was something that could be done. I indicated that I would bring this up at the Board of Directors meeting this week. It was suggested that the Directors consider a special industrial friction category which would eliminate the need for someone in industrial linings only to report the various individual categories. It was indicated that Mr. Scandrett would have to report in brake linings because he makes some 3/8" thick materials, possibly in brake blocks which he buys from other manufacturers and sells, and in clutch facings which he makes for the industrial market. One of the questions as regards category reporting are those areas in which the FMSI provide, services. If Mr. Scandrett's materials go strictly to machinery and areas such as that, there is a question as to whether he would report one or two of the individual categories. The Directors are unwilling to consider the establishment of a new fee category as this may disrupt the fee structure with other members. The Secretary was directed to write a letter to Scan-Pac, Inc., informing them that we would not be able to change our category reporting requirements. However we would most certainly welcome them as a nerober. FMSI 04579 Minutes of the Meeting of the Board of Directors -9- March 13, 1975 CONFIDENTIAL CATEGORY FILING When the members are reporting their individual categories for fee formula purposes it is considered confidential information. The data formerly was sent into our legal counsel for his assembling of the data. In recent years the assembled data was in such poor shape that category filing for fee formula is now sent directly to the Secretary. One Director questioned why this should be confidential. Almost everyone in the industry knows what type product the other member is manufacturing. He could see no need for keeping this data confidential except for protectin a member who was not properly declaring his category. It was suggesed that this question of the confidential nature of fee formula reporting be referred to the new legal counsel. Upon motion duly made, seconded, and unanimously passed it was RESOLVED: That the confidential nature of the category filing for fee formula purposes will be referred to Legal Counsel. IMPORTED BRAKE BLOCKS The Secretary advised that he had been requested by Mr. Zacharias to bring up a question concerning Imported blocks. He stated that these foreign blocks are selling at a price lower than domestic blocks and are by this very fact cutting away the jobs of American workers. He would like the Institute to consider writing to the Department of Labor stating that foreign made blocks are coming into the U.S. taking jobs from American workers. He is suggesting that a tariff or duty be Imposed on these goods equivalent to American industry's unit cost for compliance with OSUA and EPA regulations. He feels that these foreign manufacturers are not incurring the heavy cost for asbestos controls in the factory that the American manufacturers have. American jobs are being lost to this foreign competition because of domestic costs for OSKA and EPA compliance. One Director stated that there is a duty in effect on imported brake linings. This is a regular duty. It has nothing to do with costs for compliance with our OSHA and EPA regulations. Another Director said that a possible duty or tariff along the lines suggested by Mr. Zacharias is now under consideration in Washington. The Directors felt that this was a controversial area since the Institute represents Regional manufacturers and some Active Members who import some friction materials. Upon motion duly made, seconded, and unanimously passed it was RESOLVED: That the problem concerning imported brake blocks was reviewed and no action will be taken. ANNUAL MEETING This subject was brought up at the December 19, 1974 meeting of the Board of Directors. There is to be a more formal program at the June meeting. Mr. Drlslane is to act as a Master of Ceremonies. There will be hedges for all attendees, and seating arrangements will be made by the Institute FMSI04580 r Minutes of the Meeting of the Board of Directors -10- March 13, 1975 Office. The only ones at any head table will be Officers. Hie Board of Directors will be mixed in with members. There will be a presentation to the outgoing President and a welcoming of the Incoming President. We expect an introductory message from new legal counsel. Also the recommendation had been made that Mr. Join from the Federation of European Manufacturers of Friction Materials (FEMFM) will be invited to attend our meeting and we will ask him to give a talk on the work of his Association. It was felt that with these activities there will sufficient items to make up a formal agenda at the Membership Banquet. # it * * * Upon motion duly made, seconded, unanimously passed it was RESOLVED: To adjourn. Adjourned at: 4:50 P.H. E. W. Drislane Secretary FMSI 04581