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ATI-19 Present were* MINUTES OF THE ORGANIZATION MEETING of ASBESTOS TEXTILE INSTITUTE Held at the University Club, New York, N. Y., at 10i00 A.M. on Thursday, November 16, 1944. Asbestos Textile Company Thomas L. Gatke . J Franklin Burke & Co. J. Franklin Burke Carolina Asbestos Company. C. H. Carlough -- Garlock Packing Company' George Abbott ' ' Johns-Manville Corporation . L. R. Koff - F. J. Wakem Arthur L. Fisk, Jr. (Attorney) Keasbey & Mattison Company. E. Muehleck Wm. C. Scott Philadelphia Asbestos Company. E. R. Teubner, Jr. A. J. Scanlon ... : (Should be A.J. Scanlan Raybestos-Manhattan, Inc.George Marshall as "Scanlon" is incorrect spelling) J. F. D. Rohrbach - Southern Asbestos Company G. S. Fabel F. E. Schluter Union Asbestos & Rubber Company R. Wilde L. L. Cohen United States Rubber Company H.G. Smith E.3. Sunbury EXHIBIT B-J-l MS 00233S PRODUCED JM - 83 MT-001739 ATI-19 -2- Mr. Rohrbach was elected temporary chairman and Mr. Fisk was elected acting secretary of the meeting. - The proposed Constitution and By-Laws of the Institute were read and discussed, and changes were suggested in Article III and IV of the proposed Constitution and section 6 of the proposed By-Laws. The suggested changes were incorporated in the proposed Constitution and By-Laws. Mr. Muehleck moved the adoption of the Constitution and By-Laws as aa ended. Mr. Fabel seconded the motion. The following .companies voted in favor of the motions. ' 'Asbestos Textile Company J. Franklin Burke Co* Carolina Asbestos Company Garlock Packing Company Johns-Mhnville Corporation Keasbey & Mattison Company Philadelphia Asbestos Company- - Raybestos-Kanhattan, Inc. Southern Asbestos Company ' Union Asbestos & Rubber Company United States Rubber Company . The following companies voted in oppositioni None. The motion was carried* The following companies then executed the membership agreementi Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Keasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. \ Southern Asbestos Company Union Asbestos & Rubber Company * The Garlock Packing Company and the United States Rubber Company reserved de- _ cision executing the membership agreement pending receipt by them of the Constitution and By-Laws in final form* It was moved by Mr. Hoff and seconded by Mr. Carlough that a nomin ating committee composed of Mr. Muehleck, Mr. Schluter and Mr. Cohen be ap pointed and that they retire and bring in nominations for the Board of Governors. The following members voted in favor of the motions Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Keasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. Southern Asbest os Company Union Asbestos & Rubber Company . . M 002336 PRODUCED JM-83 MT-001740 3' ATI-19 The following Members voted in oppositions None* The motion was carried*. The committee retired and returned with the following nominations for the Board of Governors which were submitted to the meeting: Mr. Fabel Mr. Marshall Mr. Scott Mr. Teubner Mr* TTakem Mr. Hoff moved that the nominations for the Board of Governors be closed and Mr. Carlough seconded the motion* The following Members voted in favor of the motiont . Asbestos Textile Company J. Franklin Eurke & Co. Carolina Asbestos Company Johns-Manville Corporation Keasbey & Hattison Company Philadelphia Asbestos Comiany . Raybestos-Manhattan, Inc* Southern Asbestos Company Union Asbestos & Rubber Company ' The following Members voted in opposition: None. The motion was carried* Mr. Hoff then moved, seconded by Mr. Muehleck, that the following be elected to the Board of Governors* Mr. Fabel ' ' Mr* Marshall Mr. Scott ' Mr. Teubner ' Mr* Wakem The following Members voted in favor of the motiont Asbestos Textile Company J. Franklin Burke & Co* Carolina Asbestos Company Johns-Manville Corporation Keasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. Southern Asbestos Company Union Asbestos & Rubber Company The following Members voted in opposition* None* The motion was carried. MS 002337 PRODUCED ....... JM-83 MT-001741 ATI-19 -k- Mr. Muehleck moved that the meeting be temporarily adjourned and reconvene after a meeting of the Board of Governors should have been held. The motion was seconded by Mr. Cohen and unanimously carried. I The meeting was reconvened and Mr. Fabel, on behalf of the Board of Governors, advised the meeting that the Board of Governors had unanimously elected the following officers of the Institute* * Mr. Carlough - President Mr. Marshall - Vice President Mr. Scott - Treasurer Mr. Carlough then took the chair. Mr. Carlough advised the meeting that the Treasurer had recommended to the Board of Governors, and that the Board of Governors recommended to the Members, that the initial budget of the Institute be fixed at the sum of $2D,000. Mr. Cohen, seconded by Mr. Fabel, moved the adoption of the following resolution. RESOLVED that the initial budget of the Asbestos Textile Institute be fixed at the sum of $20,000. . The following Members voted in favor of the resolution* Asbestos Textile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Keasbey & Matt is on Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. Southern Asbestos Company Union Asbestos & Rubber Company MS 002338 PRODUCED JM-83 WIT-001742 ATI-19 -5- Mr* Carlough reported to the meeting that the Board of Governors recommended the employment of 'Vest Flint & Co. as the independent outside accountant with whom production figures should be filed in accordance with section 6 of the By-Laws. Mr. Teubner, seconded by Mr. Fabel, moved the adoption of the following resolution! ' RESOLVED that the President of the Institute be authorized ' to employ the firm of West Flint & Co. as the in dependent accountant with whom the Institute Members shall file information on production pursuant to section 6 of the By-Laws. " The following Members voted in favor of the resolution! Asbestos Textile Company J. Franklin Burke & Company Carolina Asbestos Company , Johns-Manville Corporation Eeasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc# Soathern Asbestos Company Union Rubber & Asbestos Company The following Members voted in oppositioni None. The resolution was adopted. Mr. Wakem, seconded by Mr. Fabel, moved the adoption of the following resolution! RESOLVE) ' that the following products be used for the purpose of determining the production figures on which Members' assessments shall be based in accordance with section 6 of the By-Laws! Roving, Laps, and Wick. MS 002339 produced JRI-83 MT-001743 ATI-19 -6- The following Members voted in favor of the resolution! Asbestos T xtile Company J. Franklin Burke & Co. Carolina Asbestos Company Johns-Manville Corporation Keasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc. Southern Asbestos Company Union Rubber & Asbestos Company The following Members voted in opposition! None* The resolution was adopted. The President then advised the meeting that he had appointed the members of the Board of Governors as a committee to investigate and report to him and the Institute on candidates for the position of Institute Manager. The President also requested that any Member of the Institute who knew of a capable person for such position advise him the name and qualifications of such person* _ There being no further business to come before the meeting, on motion, duly made and seconded, the meeting was adjourned. Arthur L. Fisk, Jr. Acting Secretary MS 002340 produced JM - 83 WIT-001744 ATI-19 CONSTITUTION AND BY-LAWS of ASBESTOS TEXTILE- INSTITUTE As-adopted at meeting held November 15, 1944,, and by written assent of all members. ' ' . ". ; CONSTITUTION 1 . " ` ARTICLE I - NAME '' .: t The name of. this organization shall be the Asbestos Textile Institute The principal office of the Institute shall be situated at Washington", D.. C* ' . ;. ARTICLE II - PURPOSES ' The Institute is formed as a voluntary, non-profit, unincorporated organization to render service to the different manufacturers and . the trade in connection with asbestos textile materials as _ manufactured by its Members. - . . ' The purposes of the Institute shall be: . * 1. To promote ethical business standards in the Industry end fair trade practices in dealings between manufacturers and the trade and in representations to the public.. , 2. . To lawfully promote the following activities: . (a) The development of standards through research, practical tests, and" other available means, the application of which by'individual manufacturers, will insure a proper . measure of quality in each of the Industry's products.. (b) The development through research and other means of new uses and markets for the Industry's products, resulting in an increased consumption and a grading- up of the Industry's products through the sale of better quality asbestos-textile materials. ' MS 002341 MT-001745 ATI-19 -2 - 3* To lawfully promote and foster such Industry policies and programs as will tend:: . ' Ca) To cultivate the good will of engineers, distributors, manufacturers, and the consuming public, and to improve . their acceptance of the Industry's products. (b) To develop a more creative selling by the Industry's salesmen, and to instill among such salesmen an ' attitude of courageous aggressiveness in combating attacks upon the Industry, its Members, and its products. . id) To promote Industry welfare through cooperative research,, improved manufacturing, selling and distribution methods. (d) To cooperate in maintaining open, free, unrestrained and equitable competition in a manner consistent with the laws of the United States. ' 4. To act as a clearing house in the .collection and dissemination of lawful information and statistics in respect to production, orders, shipments, stocks on hand, costs, credits, freight rates, employment, and such other matters as may be of value to the different manufacturers and the trade. Ho Member shall be required to furnish or receive any such information. . ARTICLE. Ill - MEMBERSHIP 1. All individuals, partnerships, and corporations located in the United States manufacturing textiles out of raw asbestos fibre are eligible to membership in this Institute. . 2. Membership in the Institute may be terminated by the Board of Gove rnors: upon the failure of a Member to pay any. installment of fees, dues and/or assessments within thirty days after the time designated for such payment by the Board of Governors. 3. Any Member may resign -from the Institute at any time upon payment of his dues and/or assessments for the current quarter and for the three ensuing quarterly periods, such payment to be on the basis of dues, and/or assessments in effect at the time of resigna tion. , 4. In the event of any Member terminating his membership in the Institute or of such membership being terminated by a unanimous vote of the remaining Members of the Institute, such Member shall have no equity in the fund or assets of the Institute. MS 002342 MT-001746 This page to replace Page 3 in original Constitution, '"Xfr-19changes in item g, Art. IV, as approved 12/1/46. ARTICLE IV - MEETINGS OF THE INSTITUTE 1. The time and place of holding meetings of the Institute shall be determined by the Board of Governors of the Institute, who shall have authority to call such meetings as may be desirable to conduct the Institute business. A meeting of the Institute shall also be called by the President upon request of a majority of the Members. Reasonable notice of all meetings shall be given to the Members, The President shall call a meeting of the Institute as near as poss ible to the twenty-first day of the last month in each quarter of the calendar year. . . 2. The Institute shall hold an annual meeting in December, 1946 for the purpose of electing members to the Board of Governors for the fiscal year 1947 and the transaction of such other business as may properly come before such meeting and thereafter the annual meeting of the Institute for the aforesaid purposes shall be the third quarterly meeting in each year, the date of such meeting to be fixed by the Board of Governors. .- 3. In all proceedings of the Institute and at all meetings thereof, each Member shall be entitled to only one vote. Subsidiaries or divisions of parent Members shall not be entitled to. vote. At all meetings of the Institute there shall be present not less than a . majority of all Members, represented in person by their duly authorized representatives who are entitled to vote in order to constitute a quorum for the transaction of business. EScejh_f.ojr apnroving a budget submitted or authorizing the expenditures of moneys for spec-fal purposes which must be apprffysd~by' all' 'Members of the Institute, action"'binding on the_lnstitute ~may_be/ taken by ~a ma.ioritv vote of those- aftehding~a meeting^ at which a quorum' is . 'present. A majority of all Members"present at any meeting of the Institute, although less than a quorum, may adjourn such meeting . without further notice until a quorum shall be in attendance, __ ARTICLE V - DISSOLUTION 1. The Institute may be dissolved by the vote or written consent of two-thirds of the Members of the Institute, after two weeks' written notice to all Members of the Institute of the proposed dissolutions - 2. In the event of the dissolution of the Institute, each Member thereof at the time of such dissolution shall be entitled to a refund from the net assets of the Institute pro-rated according to such Member's total contributions to the Institute during.the pre ceding three years. ' ' . ARTICLE VI - AMENDMENTS . This Constitution may be amended only (1) by a two-thirds vote of the Members cf the Institute, and after written notice stating the substance of the proposed change sha31 have been served on each Member at least two weeks before the meeting of the Institute at which the vote shall be taken; or (2) by the written assent of all Members in which such two weeks' notice is waived. MS 002343 MT-001747 ,, ATI-19 This page to replace Page ii of the By-Laws as amended and approved k/U/kl* It includes changes in paragraph 3 of section number 2 of the By-Laws, as approved UA7/U8. -ItBT-LAWS 1. Institute Meetingst At all meetings of the Institute, Members shall be represented for voting purposes by the chief exectutive officer of such Member; or in his absence, by a duly authorized representative thereof who has been designated as an alternate representative, and whose name has been filed under such designation with the President. In the absence of the chief executive officer or the duly designated alternate, a Mentoer may be represented by any duly authorized representative thereof appointed, in writing, to vote at the designated meeting by the chief executive officer, or in default of such appointment, by the alternate representative. Ko representative of any Institute Member shall be allowed to vote at meetings unless such representative has authority to commit such Member in accordance with his vote. No Member shall vote at aay meeting of the Institute except through a duly authorized officer or representative of such Member company designated for the purpose, as provided in this paragraph. ___ _ 2. Board of Governorst The general affairs of the Institute shall be managed and directed by a Board of Governors consisting of five Members who shall be elected from the Members of the Institute by a majority vote thereof with due consideration being given to haring in effios a Board of Governors duly representative of the entire Industry. The Members of ths Board of Governors shall bt sleeted to serve one year and until their successors are elected.____ / In the event of any vacancy souring on the ..Board, of Governors, such vaoaney shall....b> filled by a.new Member of the Board..of Governors to bs elected at ths next regular, meeting of ths. Institute and. to. serve.. tha,juasx?ired term created L ,by such vacancy. ^ --w ^ /) / _ ^ /. The Board of Governors shall alect annually a ?r**idsnt\ a Tice President . and a Treasurer from the members of ths Institute and a' secretary and Assis tant Treasurer who need not bs members of ths Instituta, Vacancies occurring in any ona of said effioes shall be filled by said Board, of Governor*. The ' Soard shall not alset ths saos individual to servs as President for mors than two suceessive annual terms, but sa individual shall not be disqualified from erring again as President after an interval of one year from the termination of the .period.for..which .he was previously, elected. The Soard of Governors shall have 'power to make appropriations from..ths Institute funds for ths oarry- ing on of ths work of ths Institute subject to the provision that it shall authorize no expenditures ths aggregate of which exoeeds ths approved budget of the Inetitut*. . 3. ~Presidenti The duties of the President ehaU be to direct the activities of the Institute in intervals between the meetings of the Board of Governor* and to preside at all meetings of ths Institute and of .ths Board of Govsmora. He shall have authority to appoint sueh committee* as may be required to oonduot ths business of tbs Institute and shall be a member ex^ffielo of such committees < utkI PimTrr7iT,n ivermins. v MS 002344 WIT-001748 This page to replace- Page $ of the By-Lairs as amended and approved U/17A-? xt includes changes in paragraph 3 of section number $ of the 5y-Laws, as ATP191aA?A8. -5- The President shall have the power to make leases for the Institute offices, to employ or authorize the employment of such personnel (except as otherwise provided for in these By-Laws) as may be needed to carry on the work of the Institute, and purchase or authorize the purchasing of supplies and equipment, provided the expenses for such purchases shall not. exceed the appropriations fixed by the Members. ' it. Vice-President? The Vice-President han perform the duties of. the Fresi- dent in his absence op during his illness or disability. ?. The Treasurer of the Institute: The Treasurer shall receive and receipt for an mnnpys noiifttrfcari by the Institute or its officers and shall disburse the same upon the presentation of proper vouchers issued and countersigned by the Institute Manager.- He shall keep a correct record of an account for all moneys coning into his hands and of all disbursements, and shall, make reports thereof to the Institute and to the Board of Governors when and as often as may be required. He shall deposit the funds of the Institute in a national or state bank or trust company, subject to the approval of the Board of Governors. The Treasurer shall-execute a surety bond conditioned for the faithful discharge of his duties, and in such penalty and with such surety as shall be approved by the Board of Governors. The cost of such bond shall be paid out of the treasury of the Institute. The Treasurer shall prepare a budget covering the estimated annual expense of operating the Institute, which shall be approved by the Board of Governors and be subject to the ratification or modification by unanimous action of the Members of the Institute. The budget thus established may be modified at any subsequent meeting of the Institute by unanimous vote of its Members. All of the duties as outlined in this clause may be delegated by the Treasurer to the Assistant Treasurer. ft. \ J ^ 6. Initiation Fees, Dues and Assessments? Each Member of the Institute shall - pay an initiation fee of 5>Q0 at the time it joins the Institute. Additional funds required for expenditures authorized by the members and by the Board of. Governors of the Institute shall be collected by assessments from each member upon the following bases?' general assessments. Fellowship assessments and Air ifergiene assessments, shall be made in accordance with each member's properti,on of production to the total production for the calendar year of all-members of^he`Tji5titute""crr~-euqh products as may from time to time be prescribed by the members for that purpose,/with a minimum general assessment1 offor-each *>, .member for each calendar yearT'the balance of the total general assessment ^ /over any minimum payments being probated among-the .members whose computed.. general assessments are greater than $$0Sj assessments for publicity shall be made in accordance with each member's proportion.of textile sales in pounds to the total textile sales in pounds for the calendar year of all members of the Institute. The said total production for a calendar year and the said total sales shall be determined by an outside independent accountant appointed by the Board of Governors for such purpose. Each member shall furnish to said accountant the data necessary to establish such percentages. tC} (l V ^ MS 002345 /,/?Sc. MT-001749 ATI-19 This page to replace Page 6 of the original By-Laws, It includes new paragraphs numbered 7 and 8, as approved .. -6-- ' 7. Secretary: The Secretary shall keep the minutes of the meetings of the Board of Governors and of the members of the Institute and shall perform all the regular duties of a Secretary and such other duties'as nay be designated from time to time by the Board of Governors. . The-Secretary shall receive such compensation as may be determined .by.the .Board..of: Governors from time to time. .. 8. Assistant Treasurer: The Assistant Treasurer shall perform the duties ofTreasurer in the absence or disability of . the. Treasurer, and shall perform such duties as may be delegated to him by the Treasurer or the Board of Governors. The Assistant Treasurer shall execute a surety bond conditioned for the faith ful discharge of his duties and in such penalty and with, such surety as shall be approved by the Board of Governors. The cost of such bond shall be paid out of the treasury of the Institute. 9. The Fiscal Tear: The fiscal year of the Institute shall end on December 31st: "* .' .. 10. Amendment of By-Laws: The By-Laws may be amended by a two-thirds vote of the Members of the Institute at any meeting thereof, and without prior notice. MS 002346 MT-001750