Document ymLkJL2EggK26ww3Ekjr1xBRr

feictie:: ilateeialp stvidaeds institute, h:c., e-?.i'jvjvzz 4, para-top, h.j. 07652 .".nTTJTES -3? t:IE A1T1RJAL 'ISETIHO 0? THE FRICTIOiMIATEPT^g SIAl-DABPS INSTITUTE, I:-IC. Wednesday and Thursday, June 17 and IB, 1981 " at The Homestead, Hot Springs, Virginia MEMBERS FEESENT a T^E-TrAIIVES Abex"Corporation Robert Z. ilelson Bendix Corporation Francis 2. Hessier Braasbestos ilanufacturiny Corporation' Hilliam Simon, Treasurer Carlisle Corporation William 2. Harris, Jr. Certified Brakes, A Lear Siegler Conpany Robert J. Anderson Delco-Horaine Division Donald L. Enrich Guardian Corporation Homan Horse lutum Corporation Robert 3- ITelson. P. T. Brake Lining Conpany, Inc. Stuart Conins "aybestos-:Manhattan, Inc. David 2. Cunningham Reddaway Hanufacturiny Conpany, Inc. John *1. Hoore Thiokol Chenical Corporation John P. Gallagher Virginia Friction Products Frederick L. Carreras 5. 7.. "ellnan Corporation iTheelin" Brake Block '!fy. Co., Inc. Gordon A. Carrit'an, President T.a* nnrMCf OTHEIS PRESS':? Abex Corporation Philip H. Grim, Jr. Bendix Comoration James.'*. Arris trone Thonas Hemon Certified Brakes, A Lear Sieeler Company Robert 'tichton Delco-Horaine Division Fred Tost ?. T. 3rake Linins Comnany Adrian Conins Sidney Conins Cteve Doyle Ben Zublin Reddaway '.lanufacturlng Conpany, Inc. F. Hilliai* Barton Wheeling Brake Block Conpany Georye Stratton Asbestos Information Association Bob J. Pigy (Guest) Federation of European ''.anufacturers of Friction'.Iaterials (FEnFi!) Robert Join (Guest) Legal. Counsel Robert P. Goman, Counsel Friction Materials Standards Institute Edward T*. Drislane, Cecrecary .Ir. Carrigan, President, called the meeting to order at 1:30 ?!, June 17, 1981. As the first order of business, `Ir. Carriyan called for a roll call. (jn MAR 000187 Minutes of the Annual Membership Meeting -2- June 17-13, 1901 MI'.TUTES OF `lEETIlTG OF JUH5 25-26. 1900 The minutes of the Membership Meeting held June 25-26, 1980 had been distributed. ITo corrections were, suggested. The_ Chairman asked _for a motion to accept the minutes without reading by the Secretary. Upon motion duly made, seconded and unanimously passed. It was: RESOLVED: To accept the'`minutes of the June 25-26, 1980 Membership Meeting as written. ... PRESIDENT'S REPORT Mr. Carrigan, President, read his report. Refer to ECEIBIT 1. He noted with sadness the loss of Ur. Joe Greenen.wbo had served the industry and the Institute so well. Mr. Carrigan mentioned some of:the highlights of Committee activity, finances, and accomplishments of the Institute over the oast year; Upon motion duly made, seconded and unanimoulsy passed, it was; RESOLVED: To accept the President's report as written. 30APJ? OF DIRECTORS ACTIVITIES.REPORT The Chairman called on Mr. Drislane to report on activities of the Board of Directors. Mr. Drislane's report covered activities of the Board since the June 1980 Meeting, and included actions taken by rail ballot as well as activities at the Board of Directors Meeting on the previous date, June 16, 1931. In addition, the Secretary reported on decisions made at the Board meeting held after the first Membership Meeting session on June 17, 1981. The Board of Directors voted to'reinstate Borg & Beck de Mexico, S.A. as a " Regional Member in August 1980. ' They had earlier been removed as a Regional Member for having failed to pay the annual fee. The-`fee was paid soon after the June 1980 meeting. .... * The Board voted to record the name change on the Institute's records of Licensee Lima International Parts and Sales, Inc., to International Brake Industries,' Inc. The Board voted to aporove the .Data Book and Technical Committee's recommendations for (1) a letter suffix denotin'* drilling after the lining when listing a disc brake lined shoe assembly, and (2) assignment of a new disc brake shoe number when there is a drilling change in the shoe. Both '(1)' and (2) apply to a new drilling of a disc brake .shoe. The Board voted to transfer Safeguard Automotive Corporation's Active Membership in the Institute to U. S. Automotive Manufacturing, Inc., who had purchased Safeguard's brake lining facilities. ' The Board voted to refer a question on the number of Members' affirmative votes required to elect a new Member of the Institute to the Institute Development Committee. The question concerned possible chance from the reouirement of 3/4 of the nenbers' affirmative votes to. 2/3 of the members' affirmative votes. MAR 000188 Minutes of the Annual Membership Meeting r June 17-13, 1981 three--fourths of the Membership of theInstitute to elect a new Member. At the 3oard of Directors meeting preceding the Membership Meeting, the Board had recommended that the Constitution be amended-to permit the affirmative, votes of a simple majority of the Members casting ballots be required to elect a new Member. As any such amendment was subject to ratification-by the Member-!; ship, the.Board had recommended this change, subject to review by the Member-r.-* ship at this meeting. Some Members stated that this-was not sufficient support: to elect a new Member. A suggestion was made that a Member -casting a negative vote on an application for Membership-be asked to support the vote with reasons for the vote*.* It was then suggested that input of this nature might be helpful" if presented before the Membership voted on an application. A suggestion was made that the Institute advise the Membership on the filing of an application for Membership, and that comments on the qualifications of the applicant could be sourht at the time for-later consideration of the Board and the Membership; It was recommended that this subject be-returned to the Board of Directors for ' further consideration. At the subsequent Board'neeting,- it-was- resolved that the affirmative votes of two thirds of the Active Members-casting ballots within 30 days of the mailing of ballots would be required to elect a new Member. Ballots will be sent to the Membership for ratification of this, proposed -amendment of the Constitution. HEALTH AMD EHVIHOI-FIEITCAL AFFAIRS COMMITTEE Mr. J. ft. Armstrong, Chairman of the Health and Environmental Affairs Committee presented his committee report. `Refer to DCHIBIT 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 envlronemental regulations.. He covered 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 EPA 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. 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- appeared to be a new ,:spirlt of cooperation1' between EPA and industry, and the new liaison between the EPA ruletaakers and representatives from industry. Mr. Armstrong's report concluded with comments on OSMA, and the-indication that there is a temporary hold on asbestos regulations that could affect the friction materials industry. After delivering his report, the Chairman commented that he had requested comments or input from Members who were having specific problems, but that comments or input were not received. After the EPA had made broad proposals on recordkeeping" and reports for the asbestos products industry, comments were solicited from the Membership but none were received. The connents sent to EPA were '.those of the Committee only. A questionnaire had been sent to the Membership on areas where MAR 000189 'lisutes of the Annual Membership Tleeting -3- ' June 17-13, 1931 the Committee might assist the Members, but only six questionnaires vere returned. Mr. Armstrong stated that he felt the Committee had responded to what he felt were the needs of the Members, but that there was little input from the Membership when the Committee solicited input.'-*' : - . -- In response to a question concerning asbestos as a hazardous..waste, the Chair- ` man stated that asbestos had been temporarily removed from.the RCRA definitions of hazardous waste because it is controlled by'the National Emissions Standards for Hazardous Air Pollutants (ITESHAPS). There are indications that asbestos will continue to be controlled by ITESHAPS rather than by F.CSA; -The Research ' " Triangle Institute is studying this question under a contract from the EPA. Comments were made concerning asbestos dust counts and other observations on asbestos emissions. It was stated-Chat it would probably be in the best in terests of the manufacturer that if sampling tests have been made which show that asbestos counts are within regulatory limits, it would be in that manu facturer's best Interests to maintain those records. It may be advantageous to have documentation proving that sampling has been done, and that the testsshowed compliance with regulations. Upon motion duly made, seconded and unanimously passed, it was:- RESOLVED: To accept the report of the Health and Environmental Affairs Committee as written. FEDERATION OF EUROPEAN !lAiTUFACTUREES OF FRICTION MATERIALS (FEMFM) ' .... " ' 1 Hr. Carrigan introduced Mr. Robert Join, Secretary of the Federation of European Manufacturers of Friction Materials (FE-tFl), of Paris, France. Hr. Join was asked to update the Membership on activities in Europe. Hr. Join indicated that there continue to be two;mq-in areas of concern in Europe: (I) The approval of replacement bralee.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 lows. It can only write directives, and then it is up to 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 most negative- to asbestos ,< and while this is a draft directive at this time, a statement-was made in that draft-to the effect .that the truly safe approach would be to ban asbestos. - As regards exposure to asbestos from friction materials, -t was recommended in the draft that asbestos use be stopped unless one could.prove that the work environment was totally free from asbestos using electron microscopy. As electron microscopy could detect minute amounts of very fine asbestos, this is a most strict interpretation of an asbestos--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 thisds now the case in Denmark. .. In addition, Mr. Join indicated other Commission recommendations, such as 0.25 fiber croddollte and 1.0 fiber chrysotile limits for asbestos exposure, additional medical surveillance rules, and questions as.to whether, garage workers MAR 000190 Minutes of the Annual Merriership Meeting _0_ June 17-18, 1981 should be subject to the cedical surveillance requirerents -of asbestos -products factory workers.'" Hr. Join was asked about requirements for waste-disposal-in. Europe, "and he replied that plastic bags containing the-waste must be-burled and covered with -one :foot'of earth, at.a.site not to be used for subsequent development. -A question wasasked concerning Government Inspectors using a light device to scan areas near factories for asbestos emissions. Mr. Join replied that this maybe inspection with light bean devices (scanning tfith a_beam 3?_wide) using the Tyndall.Effect to detect fiber emissions in the air. It was stated .that the EPA could be looking in three sr&as of concern: (1) water contamination, (2) landfill vastest"and (3) air emissions. In this-case the inspectors must be looking for airborne asbestos enissions. I!r. Join indicated- that he would-send the Institute a copy of the Commission's*Working Group recommendations.= The Institute will send Members copies of these European Commission papers on request. Upon motion duly made, seconded euid unanimously passed, it was: RESOLVED1: To thank Hr. Join for his-presentation'on activities of interest in Europe. :a. B.J. PIGG, ASBESTOS EIPQPJIATION ASSOCIATION v. Mr. Carrigan introduced Mr. Bob Pigg, Executive'Director of-the Asbestos-. Information Association, as the Institute's Guest-Speaker-at this Meeting; Mr.- Pigg had addressed the Institute Membership at the 1980 Meeting, and had been invited back to update theHIerabership based on the-many changes-in Washington. ... * .t Mr. Pigg concentrated his remarks on the Washington climate for'asbestos to areas of concern for friction materials manufacturers. These areas-are the regulatory climate at OSDA and EPA. In his remarks, lir. Pigg advised that ALA had recommended to OSTIA that the 1IIOSH recommendation of 0.1 fiber exposure' limit be rejected, and that the 9SEA proposal for a reduction to 1.0 fiber exposure limit be withdrawn. Representatives of AIA had sat down with OSTIA people, and they had been assured that the new Administration's approach to OSTIA would be one of 'fairness and objectivity." The main areas of concern with SPA are now those of theix Office of Toxic Substances (OTSj. Representa tives from AIA have sat down with OTS personnel, who have targeted friction materials as well as asbestos-cement oipe and textiles as areas of principal . interest. Hr. Pigg stated that he felt the prospects are good for resolving issues affecting labeling and work practicesand that - they will.continue to work with the regulatory agencies in attempting to Tesolve the issues. In concluding, Hr .`.Pigg invited Institute Members to attend their IndustryGovernment Conference scheduled for September 16-17 this year in Alexandria, Virginia. Hr. Pigg. advised that he would provide a copy of his remarks at the Institute meeting to Mr. Drislane for distribution to the Institute Members. Mr. Pigg had earlier responded to questions asked" after Mr. Armstrong's and Hr. Join's remarks, and there were no additional questions. At the conclusion of Mr. Plug's remarks, he presented a slide program with adulo on asbestos usage and controls. The program entitled "Asbestos-A Matural Product for MAR 000191 Minutes of the Annual Member ship Meeting -19- June 17-13, 1581 Modem Meeds*' would be made available to Institute Members who nay wish to show the program. It is not aimed at the friction materials area, but is a general theme on asbestos based on an earlier program prepared by Johns-.'anville. Upon the conclusion of -Mr..Pigg's presentation, Mr. Carrigan expressed the thanks . of the Institute's Members for his well received remarks on the asbestos question as seen from Washington. . v- ra- .* r - *.. "i * r * ` " WOMINATING COM-tlTTZE. Ir. Francis E. Messier, Chairman of the nominating Committee presented his- Committee's report. There was no written report for reference. In introduction of the nominees, Mr. Messier stated that there were three Directors now serving on the Board whose terms continue till June 1982. They were:.. : - Hr. Robert E. lie Is on, Abex Corporation Hr. Stuart Comins', P.'T. Brake Lining Company Hr. F. William Barton*-Reddaway .Manufacturing Company Mr. Messier advised that Mr. James Mellow's term would also have extended to June 1982, but that due to his resignation from ilutum and from the Board of Directors, this vacancy would have to be'filled at this meeting. Mr. Messier, as Chairman of the Committee, placed the following names In ' nomination for the Board of Directors:' Hr. William Simcn, Brassbestos Manufacturing Mr. Robert Anderson, Certified Brakes Mr. John Gallagher, Thiokol Corporation Mr. Francis Messier, Bendix Corporation 1-year to June 1982 2 years to June 1983 2 years to June 1983 ' 2 years to June 1983 Hr. Carrigan, President,' called-for nominations from the floor.' No nominations' were offered. .... . Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That nominations for the Board of Directors be closed. i. The Secretary was directed to cast one ballot for the election- of Mr.WilliamSimon, Hr. Robert Anderson, Mr. John Gallagher and Mr. Francis Messier to the Board of Directors. The Secretary advised that- the ballots'had been so cast. The President advised that with the election of these four Directors for the terms indicated, that the*Board now had the required.seven Members. The Chairman of- the nominating Committee advised-the Membership that- it would recommend to the Board of Directors the election of the following slate of Officers to serve effective July-1, 1981: MAR 000192 Minutes of Che Annual Membership '.leeting -11- June 17-13, 1981 For President - Mr. Gordon A. Carrlgan For Vice President - Hr. Robert E. Melson For Treasurer - Hr. Milliara Sinon For Secretary - Mr. Edward U. Drislane (Mote: At the.Board of Directors Meeting following this Meeting, Counsel advised that Mr. Carrlgan was not eligible to serve as- President for the year 1931-82 3lnce he was not a Director for that period. After discussion, Mr.. Sinon resigned his Directorship, and pursuant to ARTICLE IV, Section 5, the resulting vacancy was filled by the Board's election of Mr. Carrlgan as a Director until June 1982.) ANNUAL MEETING COICtlTTEE Mr. J. M. Moore, Chairman of the Annual Meeting Committee presented this reoort. Refer to .EXHIBIT 13. IIr. Moore's 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 personnal knowledge of Sandpiper Bay. He indicated that Sandpiper Bay was filled with several larger meetings,and it 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 1932. 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 groups with from JO to 100 attendees. The Board of Directors had earlier accepted Mr. Moore's report and had resolved that the Institute would meet next year at Sawgrass during the week of June 14, 1982. The Secretary had been directed to make reservations accordingly. Hr. Moore stated that in working with the Golf Tournament Committee that they would work in a golf program which would be more of interest to the weekend golfer-- "four man scramble." There would be more information on this prior to the June 1982 meeting. Upon notion duly made, seconded and unanimously passed, it was: RESOLVED: Tp accept the report of the Annual Meeting Committee as amended to hold the 1982 meeting at Sawgrass. PUBLIC RELATIONS COMMITTEE Ur. Sinon prepared the Public Relations Committee report. Because' of scheduling difficulties (the morning session started on time), the Secretary was asked to read this report. Mr. Drislane read this report under protest. MAR 000193 illnutes of the Annual Membership Meeting" -1.1- June 17-13, 1982 Nr. Simon's report highlighted the.Institute's public relations activities of the past year, as veil as noting, that while the Institute had requested Members to send in copies of any releases they saw in the trade press, there had been little or no input from the Membership.- ' ' Comments were made as regards getting more information on the Institute to the Membership-; It was stated that other`-associations publish newsletters giving ) more information'on'nembers' activities; One Member commented that the APRA's 3rake Systems Institute has over 200 Members, and the APRA'had' over 1,000 - Members, and there is more activity to report.- A 7-ember questioned the distri bution of the newsletter the EISI publishes (the Pl-iSI News).- 'The Secretary advised that this is still published, but not on a regular basis. It is published as there is news that has not otherwise been sent to the Membership. The Secretary stated chat the last T!!SI News had been published in the Spring of 1981, and that there would .probably be a new issue in July 1981, with in formation on the June meeting, election of Officers, etc. RESOLVED: To accept the report of the Public Relations Committee as written. ' BRAKE PERFORMANCE-STUD? COMMITTEE Hr. R. E. Nelson, Chairman of the 3 rake Performance Study Committee, prepared this report. Refer to EXHIBIT 7. ~ Mr. Nelson reported on the relatively low level of activity with the National Highway Traffic Safety Administration C-1HTSA), 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. Hr. Nelson commented on what may be the completion of a new specification for the Defense Construction Supply Center. 'ir. Nelson was asked about the :,radar braking" referred to in his report. ' He replied chat this was a project that had appeared on NHTSA proposed activities for several years. This would in theory involve a brakin'? system that would be actuated when a vehicle is closing at some-predetermined rate on some other vehicle or perhaps stationary object. It is strictly in the discussion stage and is considered a research project for which funds have not been budgeted-at this time. He was questioned about NHTSA's plans for DOT 130, a brake systems standard for medium and heavy duty vehicles. Mr. Nelson indicated that there has not been much action on the DOT 130 area, and that IfHTSA has been staylne more with improving DOT 105 (the hydraulic brake systems standard) and DOT 121 (the air brake systems standard). Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept the report of the Brake Performance Study Committee as written.- MAR 000194 Tinutes of the Annual Membership* Meeting -13- June 17-18, 19H1 . DATA BOOK AID TECHNICAL C3M/ITTES :lr. Phil Grin, Chatman of the Data Book and Technical Committee, delivered this report. Refer to 2THI3IT 8. Hr. Grin's report covered items that had been resolved by the Comnittee during two meetings and with nail 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 numbering. 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 numerical information and shoe illustrations after the alphabetical section." . Hr. Grim suggested a title for the new book' along with several reasons'for making this recommendation. This report had been delivered earlier at the Board of Directors meeting, and the Committee's recommendation for a consolidated catalog had been approved. The Members were advised that the Secretary had recommended that the two catalogs be continued, with:the Data Book including all lining and shoe information in the alphabetical-section, and with the Shoe Catalog showing just shoes in numerical order and all illustrations.,. The Secretary had sug gested that this would have several advantages--primarily involving printer bids, work load on the office, and the option for the Member* to purchase only that " catalog information he wished. These recommendations were considered, but theBoard supported the Committee's recommendations. A question*was-asked about including the block illustrations from the 3rake Block Identification Catalog. Mr. Grim stated that this had been considered but was not recommended for several reasons--new blocks are not released that often, and the block catalog normally has a life of about 4 years. Incorporating this information would add to the bulk and cost of the catalog. There is a marked movement towards discs for the heavies, which will probablybe' in full swing by the mid 1980's. The Committee made, the recommendation for combining the Data Book and Shoe Catalog information as the most economical approach. A Member asked if the Institute could show the drilling of disc brake shoes in the Brake Shoe Identification Catalog. This x?ould be the drilling for riveted attachment--not the drilling or piercing for integrally molding. It was pointed out that in the "1981 Supplement to the 1980 Brake Shoe.Identification Catalog" that the Institute indicates drilling as illustrated by the. note under the D159 and D183 Outer: D159*^ takes 7070B (6 hole) drilling and 0183-^3 takes 7070C (8 hole) drilling. ' The Member indicated that .he was aware of this hut asked that the drill patterns be shown. It was stated that where the configurations' were identical and the drilling the only difference, this would require additional M&R 000195 Minutes of Che Annual 'lenbershlp Meeting -14- June 17-18, 1981 Illustrations and Increased page count.__ A request was. made to have the Committee consider this recommendation. The Chairman stated that the Committee would consider this as an agenda itera-at its next meeting.* ' . Upon motion duly made, seconded and unanimously passed, it was: .. . -- .;?77 .*r_''r 3: h-.'-. RESOLVED: -To accept the report of the Data Book' and Technical Committee as written .'- SI - -i . .r - s c* ; '; . j- . ' '* .-L-il r HISTORICAL SALES REPORTING1 r: '' -*-*." -' . .v I'--`'' The Secretary reported on the historical sales reporting program for the 1980 calendar year. The report for the first quarter of 1981 had Just been completed, and that Information was not in the report. The Secretary stated that the - - program had weakened due to Carlisle Corporation's withdrawal from the reporting program. The- Secretary also advised that at the Board -of Directors Meeting oh June 16,- 1981, the Board had recommended that the Accountants be requested to discard the input- from the individual members six months after a report had been issued. This had been recommended "to insure the confidentiality off the -- ' -r- individual replies. .! -v.* A member questioned the six month period. The Secretary advised that this would give the Accountants time to review earlier data in case a Member did not provide cumulative data .(for example a Member reporting the same or lower sales at the six month report than at -the three month'report). "In response to a question, the Secretary stated .that this had been necessary twice in the past. Hr. Harris commenced that Carlisle had withdrawn from the program based on an internal decision. It was then suggested that the Secretary write Mr. Guffey at Carlisle advising that the Accountants will'be destroying all-raw input data from the Members within six months of the report in order to doubly insure the confidentiality of. the information... . - Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: To accept'the report on- the historical sales - . reporting as written. ... *" RATinCATIOII OF ACTS OF OFFICERS The Members were advised on a change in the makeup of-the Board of Directors that had occurred at the meeting of the new Board of Directors on June 17, 1981. Counsel advised that under one--and the more'probable--interpretation of ARTICLE-V* Section 2 of the Constitution, the Institute's President and' Vice President must be chosen from members--of the'Board of Directors. -Since Hr'.' Carrigan was not a member of the Board for 1981-82, *he would not be eligibe to serve as President for that period. After discussion. Hr. Simon resigned from the Board of Directors, and (pursuant to ARTICLE IV, Section 5 of' the Constitution) the remaining Directors elected Mr. Carrigan- to fill the resulting vacancy. Counsel recommended that.the Board (as the membersh'Tp had done earlier) pass a resolution ratifying that past acts of any President or Vice President MAR 000196 Minutes of the Annual Membership Meeting -15- June 17-13, 1981 who was not also a Director at the sane time, provided that such Officer acted in good faith on behalf of the Institute. Upon motion duly made, seconded and unanimously passed, it was: RESOLVED: That all acts by and all acts done at the direction of any President or Vice President of the Institute who was not also at the same time a Member of the Board of Directors, shall . be and hereby is ratified and affirmed provided only that such acts or directions were done in good faith. ORGAHIZATIOU OF AUWUAL MEETING At the earlier June 17, 1981 session of the Membership Meeting, questions arose as concerns spouses or guests attending social functions at the Annual Meeting. The Board of Directors considered this question at a meeting later on June 17, 1981 and made recommendations thereon to be considered by the Membership. First, the Board stated that all Officers, Directors or Employees (regardless of sex) of Active Member companies were invited to attend all sessions--business or social--of the Institute, except for Board of Directors functions (e.g. the Hoard's dinner and meeting opening the Annual sessions). This invitation did not include attendance at the Board of Directors Meeting or Banquet held at the beginning of the Meeting. Members' spouses or guests attending the June Meeting will be invited to attend the Reception ordinarily held on the Tuesday night of the meeting, but are not invited to attend the reception and banquet for the Membership which is ordinarily held on the Wednesday night of the meeting. Upon motion duly made, seconded, and passed with fourteen (14) in favor and one (1) opposed, it was: RESOLVED: That Members' spouses or guests are invited to attend the reception normally held on Tuesday evening of the Annual Meeting, but are not invited to attend the reception and banquet normally held on Wednesday evening. The Secretary was directed to add this Information on the receptions and invitations to spouses or guests on the data sheets sent members notifying them of the Annual Meeting. ***** There being no other business brought to the attention of the Members, upon notion duly made, seconded and unanimously passed, it was: RESOLVED: To adjourn Adjourned at 10:05 AM, June 18, 1981. E. W. Drislane Secretary MAR 000197