Document ykxVDmOBEaEaEREZZj0bjVwL6

FRICTION MATERIALS STANDARDS INSTITUTE. INC. 370 LEXINGTON AVENUE. NEW YORK. N. Y ANNUAL MEETING or THE FRICTION MATERIALS STANDARDS INSTITUTE, INC. Wednesday, June 21st 1950 at 10:30 A.M. AT THE Hotel Commooore, New York, N, Y. The President called the meeting to order at 10:30 A.M. and acteo as Chairman. The Secretary announced that there were six members present in person ano three repre sented sv proxy as follows: USSR Grizzly Manufacturing Company Marshall-Eclipse Division Molded Materials Division Raybestos-Manhattan, Inc. Ru88ell Manufacturing Company Scandinavia Belting Company Southern Friction Materials Company Wellman Company, The S.K. World Bestos Corporation REPRESENTATIVE Vincent A. Spina (proxy) Albert J. Roeme'r George E. Ritter Frank A, Miller Amor P. Smith Vincent A, Spina Amor P, Smith (proxy) Harriet G. Duschek (proxy) Oonald H. Spicer OTHERS PRESENT Russell Manufacturing Company Friction Materials Stds. Inst, McLaughlin, Stickles & Hayden Inc. Leo S, Sullivan Harriet G. Ouschek, Secretary Lester D. Stickles, Counsel MINUTES OF PREVIOUS MEETING The Chairman announced that a reading of the minutes of the previous meeting held June 23rd 1940 would be for information only since they hao been distributed to THE MEMBERSHIP ANO THAT ALL DECISIONS REACHED HAO BEEN FULLY ENACTED. UpON MOTION DULY MAOE, SECONDED AND UNANIMOUSLY PA88E0, IT WAS RESOLVED: That the minutes of the first annual meeting of the Institute held on June 23ro 1949 be AOCCPTEO AS DISTRIBUTED. FMSI-0019 FMSI 00534 Minutes of Annual Meeting 4- June 21, 1950 Sect ion 2. Annual Pees (A) Active Members. The annual fees of active members shall sc based upon a formula developed BY the 3oaro of Oirectors annually and reviewed and APPROVED BY THE MEMBERSHIP. (B) Regional Members. The annual fees of regional MEMBERS 8HALL BE $1,500.00. (C) As80c,ates. The annual fees of associates shall be $2,500*00 payable quarterly in advance on the first days of July, October, January and April. There shall be no prorationing of such annual FCE8 OF AN ASSOCIATE AND AN ASSOCIATE who is admitted during the fiscal year shall. BE OBLIGATED TO PAY THE FULL AMOUNT OF THE ANNUAL FEES FOR THE THEN CURRENT FISCAL YEAR* With regard to Section 3, the Chairman adviseo that a slight change was made after RELEASE IN THE NOTICE OF MEETING. The WOROS "aND PROVIDING THAT IT MEETS WITH THE REQUIREMENTS OF 'ARTICLE VIII SECTION 2 HEREOF1' WERE ADDED, SINCE ARTICLE VIII LIMITS THE INCREA8E TO lO'i OF THE BUDGET APPROVED AT THE LAST ANNUAL MEETING. After discussion, upon motion ouly made and seconded, it was RESOLVED: That Article IX Section 3 be revoked and the following sc substituted: - Section 3. Additional Assebsments. The Board of Directors shall have the power from time to time to levy against the active members of the Insti tute BUSH ADDITIONAL ASSESSMENTS AS THE BOARD IN ITS SOLE DISCRETION DEEM8 DESIRABLE IN ACCORDANCE WITH THE FINANCIAL REQUIREMENTS OF THE INSTITUTE, PROVIDEO, HOWEVER, THAT A SCHEDULE OF ANY 8UCH ADDITIONAL ASSESSMENTS SHALL BE MAILED TO EVERY ACTIVE MEMBER OF THE INSTITUTE WITHIN THIRTY (30) DAYS AFTER THE ADOPTION OF A RESOLUTION AUTHORIZ ING SUCH ASSESSMENTS ANO PROVIDING THAT IT MEETS WITH THE REQUIREMENTS OF ARTICLE VIII SECTION 2 HEREOF. Article IV - Section 2 The Secretary read the proposed section ano explained that each class of director WAS CLARIFIEO TO INOtCATE REPRESENTATION OF AN ACTIVE MEMBER RATHER THAN A "MEMBER11 AND THAT THE REFERENCE TO 8ALES REPORTS WA8 OMITTEO. After discussion, upon motion duly made, secondeo and unanimously passed, it was RESOLVED: That Article IV Section 2 of the Constitution se AMENDED TO REAO AS F0LL0W8: FMSI 00537 Htnotes of Annual Meeting -5- June 21, 1950 Section 2. Classes. It is the expressed policy of the Institute that the Boaro or Directors shall, at all times, be representative or a cross SECTION or THE IN0U8TRY AND TO THAT END THREE CLA8SEB Or DIRECTORS SHALL BE CREATED A8 FOLLOWS! Class I. Consisting or two directors, each A880CIATED WITH AN ACTIVE MEMBER WHOSE ANNUAL FEE PAYABLE TO THE INSTITUTE 18 WITHIN THE TOP ONE-THIRO BRACKET OF ANNUAL FEES PAID. Class 2. Consisting or two directors, each ASSOCIATED WITH AN ACTIVE MEMBER WHOSE ANNUAL FEE PAYABLE TO THE INSTITUTE IB WITHIN THE MIOOLC ONE-THIRO BRACKET OF ANNUAL FEES PAID, Class 3. Consisting of two directors, each ASSOCIATED WITH AN ACTIVE MEMBER WHOSE ANNUAL FEE PAYABLE TO THE INSTITUTE IS WITHIN THE LOWEST ONE-THIRO BRACKET OF ANNUAL FEES PAID, VIArticle I - Section 5 The seventh director shall be selected from the IN0U8TRY at LARGE ANO WITHOUT LIMITATION. IT WAS EXPLAINED THAT THI8 SECTION WAS CHANGED TO ELIMINATE THE REFERENCE TO dollar volume as qualifying a majority vote. Upon motion maoe, seconded and unani mously passed, it was RESOLVED: That Article VII Section 5 be amended to rcao as follows: Section 5. Vote Required. Unless otherwise STIPULATED IN THE Bv-LaWS, AT ALL MEETINGS OF THE Institute a majority vote or those present shall RULE. In CONNECTION WITH ANY ACTION TAKEN BY MAIL BALLOT, A MAJORITY VOTE OF ALL VOTING MEMBER8 OF THE INSTITUTE SHALL RULE. Article XI - Section I Counsel explained that this section was amended to eliminate the reference to DOLLAR VOLUME. UPON MOTION DULY MADE, SECONDED ANO UNANIMOUSLY PA68E0, IT WAS RESOLVED: That Article XI - Section I be amenoed to read as follows: Section I. Vote Required. The Constitution AND By--LaW8 may BE AMENOED AT ANY REGULAR OR SPEC IAL MEETING OF THE MEMBERS OF THE INSTITUTE ONLY (A) BY VOTE OF TWO-THIRDS OF THE ACTIVE Members or (B) by the written assent of not LE88 THAN TWO--THIRD8 OF ALL THE ACTIVE MEMBERS providing all Active Ambers have previously HAO WRITTEN NOTICE OF THE PROPOSED AMENDMENT. FMSI 00538 Minutes or Annual Meeting -6- June 21, 1950 RETENTION OF COUNSEL The Chairman advised that according to Article VI of the By-Laws, at each annual meeting of the members of the Institute, legal counsel shall be retained for the ENSUING YEAR. Upon motion made, seconoed and passed, it was unanimously RESOLVED; That Mr. Lester D. Stickles of McLaughlin, Stickles and Hayden be retained as counsel for the Institute at an annual fee of $2,500*00 PLUS REIMBURSEMENT FOR DISBURSE MENTS. PROPOSED FEE FORMULA The Chairman aoviseo that the Board would recommend to the membership a pro portionate FEE BASIS to BE PAID BY THE MEMBERS AFTER CONSIDERING THE REPORT OF A CAREFUL 8TU0Y OF THE PROBLEM MADE BY A COMMITTEE APPOINTED THERETO. The FEEB WOULD COVER FOUR CLASSIFICATIONS. One member suggested a straight flat fee for all active members. It was further EXPRESSED THAT THE DUES OF THE ACTIVE MEMBER8 8H0ULD BE REDUCED ESPECIALLY THOSE IN THE UPPER BRACKET8 WHOSE FEEB SHOULD BE LESS THAN THAT OF AN ASSOCIATE. A1^ CTHER MEMBER FELT THAT ANY ONE PROTESTING HIS RATING COULD APPEAR BEFORE THE BOARO AND PRESENT THE NECESSARY FACTS TO CORRECT THE SITUATION. IT WAS AL80 BROUGHT OUT IN THE OISCUSSION THAT M08T ASSOCIATIONS HAVE A STRAIGHT FEE BASIS SUT WHERE THIS METHOD IB NOT USED, OTHER BASES USED ARE! 1. Consideration of the number of employees of a member company! or 2. The units of production shipped; or 3. Dollar volume or sales. ' The Committee felt that four classifications woulo be best arrived at by a formula FIXEO BY THE BOARO OF DIRECTORS AND APPROVED BY THE MEMBERSHIP. NEW MEMBERSHIP CLASSIFICATION The MEETING WAS ADVI8E0 THAT IN ORDER TO CONTROL THE USE OF THE F.M.S. NUMBERB AND THEREBY HELP ENFORCE THE INSTITUTE COPYRIGHT, WHICH 18 APPARENTLY BEING VIOLATED, THE FOLLOWING DEFINITION WAS PRESENTED FOR CONSIDERATION: "An AFFILIATE 18 A MANUFACTURER IN THE AUTOMOTIVE FIELD WHO BUYS ANO DISTRIBUTES UNDER HI8 OWN TRADE OR BRAND NAME BRAKE LININGS OR CLUTCH FACINGS PURCHASED FROM MEMBER8 OF THE INSTITUTE BY F.M.S. NUMBER. An AFFILIATE SHALL NOT VOTE NOR PARTICIPATE IN ANY OF THE ACTIVITIES OF THE INSTITUTE SUCH AS ACTIVE MEMBERS OR REGIONAL Members but shall have the right of use of the F.M.S. numbers," A small annual fee would sc charged to such members for permission to use the NUMBERB. FMSI 00539 Minutes of Annual Retina 7- June 21, 1950 One OF THE MEMBERS FELT THAT THE WORD "MANUFACTURER" 8H0ULD BE CHANGEO TO "MERCHANDISER11 8INCE THOSE NOW USING THE NUMBER8 WITHOUT PERMISSION ARE NOT MANUFACTURERS BUT PURCHASERS OF UNSRANOEO AND UNORILLEO PRODUCTS, WHICH THEV ORILL AND THEN ADVERTISE AND SELL UNOER THEIR OWN NAME8, SlNCE THE8E COMPANIES ARE NOT MANUFACTURERS AND THEREFORE NOT ELIGIBLE FOR MEMBERSHIP, THEV COULD BE CLASSED AS L|CEN8EE8 ONLY THOSE COMPANIES 80 LICEN8E0 COULD USE THE NUMBERS AND ANY ONE EL8E USING THEM COULO BE PRES8ED FOR VIOLATION OF THE InSTITUTE'8 COPYRIGHT, It WAS BROUGHT OUT THAT THE AFFILIATES WOULD BE CONSTANTLY CONTACTING THE INSTITUTE Office for information and that the fee charged might not be commensurate with the SERVICES RENDERED NOR ADEQUATELY SUPPORT A POSSIBLE INCREASE IN THE STAFF. ANOTHER THOUGHT WAS THAT MEMBERS1 ACCOUNTS ARE PERMITTED TO USE THE NUMBERS ANO IF THEY WERE REQUIREO TO PAY FOR THIS PERMI88I0N, THEY WOULD EXPECT THE MEMBER TO REIM BURSE THEM, After a lengthy discussion, it was suggesteo that those present prepare a list of THE CON*> AN IE8 AFFECTED IN ORDER TO DETERMINE HOW MANY ARE INVOLVED ANO RECOMMEND TO THE NEW BOARD CONSIDERATION OF THE MATTER. Recess for luncheon BUDGET - FISCAL YEAR COMMENCING JULY I. 1950 $17,500 $4,375An annual budget of or quarterly was presented to the meeting for CONSIDERATION. THE VARIOUS ITEM8 OF EXPENSE WERE CAREFULLY GONE OVER ANO AFTER 01SCU88ION, UPON MOTION DULY MAOE, SECONDED AND UNANIMOUSLY PASSED, IT WAS RESOLVED: That the budget for the first quarter of the FISCAL YEAR 8TARTING JULY I, 1950 BE ADOPTED (See exhibit "A* attached hereto) In DI8CU8BING TELEPHONE ANO TELEGRAPH EXPENSE, THE MEMBERS AGREED THAT THE COST OF TRANSMITTING INFORMATION TO MEMBERS BY TELEPHONE (LONG DISTANCE) OR SY WIRE SHOULO BE REVERSED TO THE MEMBER AND NOT BORNE BY THE INSTITUTE. RESOLUTIONS RE APT IONS OF BOARD OF DIRECTORS The Secretary read the following resolutions passed at meetings of the Board of Directors during the past year in order that the membership is apprised of the deliberations of the Board and to ratify their decisions: RE80LVED: That the quarterly budget from October 1st to December 3tsr 1949 IS HEREBY APPROVED ANO THE TREASURER IS AUTHORIZED to SEND STATEMENTS ASSESSING THE MEMBERSHIP TO MAKE UP THE AMOUNT REQUIREO THEREIN ANO SAID ASSESSMENT TO BE BASED UPON THE SAME FORMULA AS THE ASSESSMENT WAS MADE FOR THE FIRST QUARTER; AND RESOLVED: That counsel be, and he heresy is directed to take SUCH 8TEP8 AS HE DEEMS NECE8SARY IN OROER TO LIQUIDATE ALL ACCOUNTS RECEIVABLE; AND FMSI 00540 Minutes of Annual Meeting -8- June 21 , 1950 RESOLVED! That the question of the extra charges made by Carey Press for the printing of the Data Book, 1949 issue, be left to the Data Book Committee with power to compromise the same in the best INTERESTS OF THE MEMBERSHIP; ANO RESOLVED: That no contributions of money be made by the Institute TO ANY OUTSIDE AGENCIES; ANO RESOLVED: That the Constitution and By-Laws of the Institute be ANO THEY HEREBY ARE AMENOED AS FOLLOWS! Article III* Article IX, Article X. Membership Fees and Assessments Discipline of tfeusERs; and RESOLVED: That counsel be and he hereby is authorized to have COPYRIGHTEO THE DATA BOOK PUBLICATION IN ENGLAND ANO Cfnaoa; and RESOLVED: That the yearly salary of the Secretary of the Institute be and the same is fixed at the rate OF $5,000 PER YEAR FROM OCTOBER 1ST 1949 ANO THAT THAT THE 8ALARY PAID THE STENOGRAPHER BE ANO THE SAME HEREBY IS FIXED AT $50 PER WEEK AS OF OCT OBER 1st 1949; ano RESOLVED: That the formal applications for Associate Member ship WERE ACCEPTEO FOR AMERICAN BrAKESLOK DIVISION, Inland Manufacturing Oivision, Johns-Manville Corp oration, Thcrmoio Company; and RESOLVED: That the formal application for Regional Membership BE ACCEPTED FOR THE CANAOIAN FRICTION MATERIALS Stanoarob Institute; and RESOLVED: That a fee of $1,500 per annum be charged for Regional Membership; ano RESOLVEO: That the fee for the first quarter of 1950 for Regular Members be assessed in aoooroance with the Constitution and By-Laws; ano RESOLVEO: That the budget for the first quarter of 1950 be approved; and RESOLVED: That this Boaro here records its appreciation OF THE CONSCIENTIOUS, CAPABLE ANO -OUTSTANDING 8ERVICE GIVEN TO THE FRICTION MATERIALS INOU8TRY SY WILLIAM H. DUNN IN NUMER0U8 COMMITTEE CAPACITIES ANO AS AN OFFICER of Associations serving the Industry throughout MANY SUCCESSIVE YEAR8, ANO ITS REGRET THAT HI8 RETIREMENT REMOVES HIM AT THIS TIME FROM THE FMSi 00541 Minutes of Annual Meetino --9-- June 21, 1950 Friction Materials Standards Institute, Inc. MEMBERSHIP AND THIS BOARD'S DELIBERATIONS, AND BE IT FURTHER RESOLVED: RESOLVEO: That the best wishes of the membership are HEREBY EXTENDED TO WlLLlAM H, DunN FOR HI8 CONTINUED GOOD HEALTH, HAPPINES8 AND PROS PERITYI AN* That the buoset for the fourth quarter, a- MOUNTINC TO $4,375 BE ADOPTED; AND RESOLVED: RESOLVED: RESOLVED: RESOLVED: RESOLVEO: RESOLVED: To CANCEL THE FEE factoring Company through September CHARGED ASBESTOS MaNU- 1for the period July 1, 1949; ano That there be a continuation of the policy OF NOT PERMITTING THE PRINTING OF F.M.S. numbers in trade publications; ano That a 1950 Supplement to the 1949 edition of the Automotive Data Booh is hereby author ized ANO DIRECTED to BE RELEASED; ANO That providing the British Brake Lining Manufacturers' Association becomes a Regional Member of the Institute, their QUALIFIED MEMBER8 SHALL HAVE THE RIGHT TO REPRINT THE F.M.S. NUMBERS IN THEIR catalogs; ano That a notice be bent to the members in forming THEM THAT NO LISTS ARE IN EXIST ENCE ANO THAT NO REQUESTS FOR THIS TYPE OF INFORMATION 8HOULD BE SENT TO THE INSTITUTE OR TO ANYONE EL8E; ANO That a notice be sent to the members inform ing THEM THAT NO SALES FIGURES ARE IN EXIST ENCE AND THAT REQUESTS FOR THIS TYPE INFORMA TION SHOULO NOT BE SENT TO THE INSTITUTE} AND RESOLVED: That a Committee composed of Messrs. Miller, Spina, Stickles and Miss Duschek investigate THE OFFEREO SPACE IN THE 8AME BUILDING ANO THEY ARE HEREBY AUTHORIZED TO MAKE ANY RE QUIRED CHANGES ANO REASONABLE DISBURSEMENTS IN CONNECTION WITH THE OFFICE OF THE INSTI TUTE. Two RESOLUTIONS WERE EXpLA NED UPON REQUEST. WlTH REGARO TO THE CANCELLATION OF FMSI 00542 IT Minutes of Annual Meeting -10- June 21, 1950 THE FIRST QUARTER FEE OF ASBESTOS MaNUFACTURI NO COMPANY, IT WAS STATED THAT THI8 WAS GRANTED SINCE THEY NAO BEEN DENIED ALL INSTITUTE SERVICE FOR APPROXIMATELY 81X M0NTH8 AFTER FILING THEIR RESIGNATION WHICH HaO SEEN TABLED. LaTER THE COWANV PAID UTS SUBSEQUENT FEES AND WITHDREW THE RESIGNATION. With regard to the use of the F.M.S, numbers by the British Association member ship, COUNSEL EXPLAINED THAT THIS QUESTION HAD TO BE DECIDED BY THE BOARD SINCE THE BOOK IS NOT PROTECTED BY COPYRIGHT IN ENGLAND. Upon motion duly made, seconoeo ano unanimously passed, it was RESOLVED: That the aforementioned resolutions adopted AT MEETINGS of THE BOARD OF DIRECTORS DURING THE FISCAL YEAR ENDEO JUNE 30TH, 1950 BE HEREBY RATIFIED AND CONFIRMED, MEMBERSHIP APPLICATION OF KRASCO MFG, CO. The Secretary reao the application for membership of the Krabco Manufacturing Company which had seen accepted by the Boaro of Directors by mail ballot. Counsel AOVISEO that he had visited the plant ANO THAT THI8 COMPANY IB A legiti mate manufacturer and eligible according to the requirements of Article III Section 2 of the Constitution. Upon motion duly maoe, seconoeo ano unanimously passed, it was RESOLVED: That the Krasco Manufacturing Company be ACCEPTED AS AN ACTIVE MEMBER OF THE IN STITUTE. PAST DUE ACCOUNT IT WA8 REPORTED THAT THE FlBRE & MeTAL PrOOUCTS COMPANY HAD BEEN NOTIFIED BY REG ISTERED mail on May 16, 1950 that their menbership would be suspended, in accord ance with Article IX Section 4 of the Constitution, unless payment of all past due ITEM8 ( WHICH THEY HAO VERBALLY A8SURE0 WOULD BE PAto) WA8 MADE BY JUNE I, 1950. No REPLY HAS BEEN RECEIVED. ELECTION OF DIRECTORS The Nominating Committee presented the following to serve ab directors for a two YEAR TERM ENOING JUNE 30, 1952; Class I. Class 2. Class 3. Joseph G. Brown - Grizzly Manufacturing Company Amor P. Smith - Russell Manufacturing Company Abbott L. Johnson - Asbestos Manufacturing Company The Chair called for nominations from the floor and none were presented. MOT ION DULY MAOE, SECONDED ANO UNANIMOUSLY PASSED, IT WAS Upon FMSI 00543 Minutes or Annual Meeting -I I- June 21, 1950 RESOLVEDj That the Secretary cast one ballot each for Mr. Brown, Mr. Smith ano Mr. Johnson TO BE MEMBERS OF THE SOARO OF DIRECTORS IN ACCORDANCE WITH THE PROVISIONS OF THE Constitution and By-Laws. The Secretary announced that one vote each has been cast for the various nominees and the Chair announced that they had been duly elected members of the Board of Directors. COMMUNICATIONS The Secretary advised that the British Brake Linins Manufacturers Association was contacting their members regarding Regional Membership since permission to use the F.M.S. NUMBER8 HAD BEEN GRANTE0. Mr. Trank M. Speaker, Executive Manager of the Piston & Pin Standardization Group ano Piston Ring Manufacturers Group extended an invitation to the Institute and to its members to join a Traffic Managers Committee which would discuss traffic pro blems WITHIN THE INDUSTRY. The BUOGET OF $12,000 WOULD BE ALLOCATED TO EACH PARTICIPATING ASSOCIATION OR MANUFACTURER. COUNSEL ADVI8ED THAT THE INSTITUTE COULD NOT ENGAGE JN ANY SUCH ACTIVITY UNDER THE POLICY ADOPTED BY THE MEMBERSHIP ANO SET FORTH IN THE CONSTITUTION ANO By-LaW8. MeTaMLI Brake Lining Company, a newly formeo company, manufacturing sintered POWDERED METAL FRICTION MATERIAL, REQUESTED INFORMATION CONCERNING MEMBERSHIP IN THE INSTITUTE. **** + *** There being no further business upon motion ouly maoe, seconded ano unanimously PASSED, THE MEETING ADJOURNED AT 2:30 P.M. H. G. DUSCHEK Secretary FMSI 00544