Document zdYvMngQangnvyV4QkmNwD5B0

292 Madison Avenue New York, N. Y. 10017 Te'ephone: (212) 679-6020 MINUTES ANNUAL MEETING MEETING OF BOARD OF DIRECTORS LEAD INDUSTRIES ASSOCIATION, INC. APRIL 4, 1973 Sheraton-Cadillac Hotel Detroit, Michigan By order of the Chairman, a meeting of the Board of Directors of the Lead Industries Association, Inc. was held on Wednesday, April 4, 1973, in the Sheraton Room of the Sheraton-Cadillac Hotel, Detroit, Michigan. Fourteen Directors, three Directors' representatives, and two Officers were present. They were: Directors Present Member Company Representing D. Broward Craig, Chairman St. Joe Minerals Corporation R. A. Gardiner, Jr. Gardiner Metal Company K. C. Hendrick Noranda Sales Corporation Ltd. L. M. Hermes Dresser Minerals Division Dresser Industries, Inc. R. A. Kenkel American Smelting & Refining Co. R. J. Kenny ESB Incorporated H. A. Krueger Ozark Lead Company J. C. MacLean Cominco American Incorporated J. A. Mardick NL Industries, Inc. J. G. McCullough Amax Lead & Zinc, Inc. F. H. Osborn Broken Hill Associated Smelters Proprietary Ltd. T. M. Smylie Ethyl Corporation S. D. Strauss American Smelting & Refining Co. Reuben Viener Hyman Viener & Sons Present By Invitation H. J. Whitson NL Industries, Inc. L1M55000 Minutes - Bd- of Directors 2 April 4, 1973 Directors Represented R. C. Butler (representing R. 0. Braendle) Philip Lindstrom (representing W. H. Love) R. E. Wallace (representing P. C. Henshaw) OFFICERS J. F. Rittenhouse R. J. O'Hara LIA STAFF Philip E. Robinson Jerome F. Smith Member Company Representing E. I. du Pont de Nemours & Co. Hecla Mining Company Homestake Lead Company of Missouri C & D Batteries Airtax Lead & Zinc, Inc. Executive Vice President Secretary CALL TO ORDER The meeting was called to order 4:40 p,,m,, the Chairman, Mr. D. Broward Craig, at QUORUM The Secretary reported that the quorum for the transaction of business. sence of 14 Directors constituted a NOTICE OF MEETING Each Board member was presented with a copy of the Agenda and Notice of Meeting (mailed to each Director, March 15, 1973, as required in Section 4.03 of the Corporation's Bylaws). On motion duly made and carried, the notice was ordered filed with the official minutes. MINUTES OF PREVIOUS MEETING Motion was made, seconded and carried, to approve, as written, the Minutes of the Board of Directors Meeting, held December 5, 1972, copies of which had been distributed to the Board of Directors on December 20, 1973. REPORT OF NOMINATING COMMITTEE FOR OFFICERS The Chairman then called on Mr. J. Gordon McCullough, Chairman of the Nominating Committee for Officers, to give his report which read as follows: LI A05C01 Minutes - Bd. of Directors 3 April 4, 1973 "The Nominating Committee for Officers, composed of myself as Chairman, Messrs. R. J. Kenny, J. A. Mardick, J. C. MacLean, and T. M. Smylie, report that under the Bylaws of the Association, all of the present officers, having served only one year, are eligible for reelection. The Committee there fore places in nomination the following slate to serve until the next Annual Meeting in 1974: President & Chairman of the Board - D. Broward Craig Vice Presidents J. G. McCullough J. F. Rittenhouse T. M. Smylie Treasurer - R. J. O'Hara "The Committee also nominates the following paid Officers of the Association: Philip E. Robinson - Executive Vice President Jerome F. Smith - Secretary Lewis E. Gage - Assistant Secretary D. L. Moore - Assistant Treasurer " There being no further nominations, it was moved, seconded and unanimously approved that the nominations be closed and that the slate, as proposed by the Nominating Committee, be elected. APPOINTMENT OF EXECUTIVE COMMITTEE The Chairman requested that the following persons be appointed by the Board to serve on the Executive Committee: Mr. D. Broward Craig, Chairman Mr. R. J.Kenny Mr. J. A. Mardick (replacing H. J. Whitson) Mr. J. G. McCullough Mr. T. M. Smylie Mr. S. D. Strauss It was moved, seconded, and unanimously approved that these persons be appointed to serve as the Executive Committee until the 1974 Annual Meeting. APPRECIATION FOR RETIRING BOARD MEMBER The Chairman thereupon expressed his thanks and the appreciation of the Board and members of the Association for the services rendered by Mr. Henry J. Whitson who was retiring from the Board. LIA05002 Minutes - Bd. of Directors 4 April 4, 1973 REPORT ON MEMBERSHIP The Secretary reported that the Association has 51 Member Companies. Changes during the past year have been: Resignations: - American Cyanamid Co. Eagle-Picher Industries, Inc. New Members: - Kester Solder Company Seitzinger's Inc. Merger - Quemetco into RSR Corp. REPORT ON INDUSTRY DEVELOPMENT COMMITTEE ACTION The Secretary reported that two discussions of significance took place at the Industry Development Committee Meeting held April 4, 10:00 a.m.: 1) The I DC recommended that the monies appropriated, but not spent, to prepare a new movie script, be released by the Board and that a scenario be developed. 2) The LIA Environmental Health Committee was discussed, and it was recommended that the scope and purpose of this group be redefined and that the members be asked again to consider the appropriate representative for the Committee. REVIEW OF LIA FINANCIAL STATEMENT Mr. R. J. O'Hara, Treasurer, reported on the first quarter projection as prepared by the Assistant Treasurer and Comptroller. He also read the Treasurer's report for the fiscal year 1972, noting that the year-end reserve was $55,440. It was moved, seconded and unanimously approved that the Treasurer's report be accepted. REVIEW OF LIA ACTIVITIES The Secretary reported that most activities as outlined in the Budget were proceeding on schedule. He did note that the Industry Development Committee recommended that the Board release some of the $30,000 set aside to develop a new movie. He noted this wouldpermit the staff to proceed in the development of a script. After due consideration, it was moved, seconded and approved to delay action on a movie scenario until later in the year when the financial outlook for 1974 would be better known by the Staff. The Executive Vice President noted that Health and Safety Activities-- particularly health and safety publicity and public relations, handled by Hill & Knowlton, are for the first quarter of 1973, right on target financially. He pointed out that it will be the staff'sprimary concern to keep the remainder of the year within the budget, barring theneed for increased environmental activities unforeseen at this time. LIA0 5 003 Minutes Board of Directors 5 MEMBERSHIP AND DUES REVIEW COMMITTEE April 4, 1973 The Chairman, Mr. D. Broward Craig, reported that this Committee, composed of Messrs. Reuben Viener, R. A. Gardiner, R. C. Butler, John F. Smith, and H. A. Krueger, had met to consider further the basic services provided by the Association and current dues structure. Mr. Craig reported that the Committee agreed on the following basic recommendations: 1) That the membership dues received each year should be sufficient to cover the Association's general and administrative expenses. That is, G & A expenses would be covered by monies received from four categories of membership: mining, smelting & refining, fabrication, and assembled articles. The pig lead sales assessments which are presently being paid by producers only would be used primarily to cover funding of the promotional and technical programs of the Association. 2) As a result of increases in the cost of basic services provided by the Association to all members, the Committee recommended that minimum dues payable for any class of membership be raised from the present $200 to $500 per year. 3) The Committee also recommended that the maximum on the assembled articles category be raised from $500 to $1000 per year. It was agreed that the Committee would continue in existence to recommend on such matters as the proper ratio between rates for different categories of membership, and to consider whether separate program assessments should be made with respect to major "Association programs. After some discussion, the Board did agree that it would be appropriate to raise the minimum membership dues from $200 to $500 per year and to increase the maximum in the assembled articles category to $1000. However, the Board felt that such action should not be taken prior to the time when assessment rates for 1974 would regularly be set. Staff was therefore advised that any prospective new members should be alerted to the likelihood of an increase in the minimum and, if applicable, maximum dues. The Board also concurred that the Membership and Dues Review Committee should continue to function to consider the matters outlined by Mr. Craig. ELECTRIC VEHICLE PURCHASE PROPOSAL As outlined in Mr. Robinson's proposal sent to the Board on March 12, 1973, staff had suggested that LIA purchase one of the more than 100 electric work vehicles being built by Battronic Corporation, Boyertown, Pennsylvania, to specifications drawn up by the Electric Vehicle Council. The proposal pointed out that, to date, most of the vehicles purchased are going to electric utilities, and the Electric Vehicle Council, as well as LIA staff, felt that tests conducted by an outside interest such as LIA would perhaps produce information more directly useful to the lead and battery interests. After considerable discussion, the Board authorized the purchase and testing of one electric work vehicle as proposed in Mr. Robinson's letter of March 12, using, if necessary, funds previously designated for a new movie. LJAC5004 Minutes - Bd. of Directors 6 April 4, 1973 On motion made, seconded, and unanimously approved, the Board authorized expenditure of $20,000, assuming the appropriate contractural arrangements can be made both for purchase and testing, and provided the truck is used primarily for promotional programs, i.e., to promote the battery powered vehicle concept. BYLAW CHANGES The Chairman pointed out that several changes had been proposed in the existing LIA Bylaws to bring them into line with the New York State "Not For Profit Corporation Law," and to incorporate the offices of Executive Vice President, as well as certain other technical changes. The Secretary circulated copies of the proposed revised and restated Bylaws, and after discussion, it agreed to vote on their adoption at a subsequent date after allowing a reasonable period for each Director to review the draft. TIME AND PLACE OF FUTURE ANNUAL MEETING The Executive Vice President listed the 1974 and 1975 meeting dates and approved sites which are, respectively, the Drake Hotel, Chicago, Illinois, and the Royal York Hotel, Toronto, Canada. He pointed out that there had been some question regarding the 1975 site, and questioned whether the Royal York was still favored. After due consideration, the Board reaffirmed that the Royal York should be the meeting site for the 1975 Annual Meeting. Regarding 1976, the Executive Vice President suggested the dates April 5-7, Houston, Texas, and recommended the Houston Oaks Hotel as the site. On motion made, seconded and unanimously approved, the Houston Oaks was approved as the 1976 meeting site for the dates April 5-7. Regarding 1977, the Executive Vice President mentioned that tentative dates of April 13-15, had been selected and that the meeting site chosen was Chicago, Illinois. Some question arose as to the possible conflict of the April 13-15 dates with The Canadian Institute of Mining and Metallurgy. Mr. K. C. Hendrick was requested to check these dates for a possible conflict, and so advise the Executive Vice President. Discussion followed on the 1978 meeting site. The Executive Vice President pointed out that since 1978 would be the 50th anniversary of the LIA, it might be appropriate to depart from the normal business type meeting and select a site more conducive to social activities. After due consideration, a majority of the Board voted to select a meeting site such as the Greenbrier or the Homestead. It was observed that since the Association normally meets with other groups such as the Zinc Institute and the Galvanizers, consideration should be given to the needs of these groups as well. The opinion was voiced, however, that in view of the fact it was the 50th anniversary of the Association (and coincidentally the 60th anniversary of the Zinc Institute) these Associations should be asked to consider such a change in format and location, especially since it would be the first special celebration in 25 years. Minutes - Board of Directors 7 April 4, 1973 ADJOURNMENT There being no further business, the meeting was adjourned at 5:55 p.m. Respectfully, JFStlm Enclosures 5/9/73 Jerome F. Smith Secretary L I A05006