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Council for Tobacco Research

Minutes of the First Meeting of the Board of Directors [St]

Date: 13 Jan 1971
Length: 7 pages
CTRMN004035-CTRMN004041
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MAR

Fields

Type
MINUTES
REPORT
Master ID
Ctrmn00000667-6967
Related Documents:
Request
118
Depository Date
25 Sep 1995
Named Person
Ahrensfeld, T.F., P.M.
Bryant, D.B., B.W.
Cullman, J.F., P.M.
Galloway, A.H., Rjr
George, B., Larus And Brother
Hetsko, C.F., Amer Brands
Holtzman, A., P.M.
Hoyt, W.T., Ctr
Ramm, H.H., Ctr
Roemer, H.C., Rjr
Smith, P.D., P.M.
Stevens, A.J., Lor
Tisch, P.R., Lor
Walker, R.B., Amer Brands
Author
Hoyt, W.T., Ctr
Box
003
UCSF Legacy ID
mpq30a00

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THIS DOCUMENT SUBJECT TO AUG. 20, 1985 NON•DISSEMINATION ORDER IN $OGERS AND DUKE CASES TH£ COUNCIL FOR TO;.1CC0 R_:S'cA~.2C':. - L'.S.A., INC. MINUTES OF T}'.E FIRST MrETIyG OF THE BO:.P.D OF DIRTCTORS 6'.1.C,. a // Z The first meetinc of the Board of Direc•..orr, of The Council for Tobaccu Research - U.S.A., Inc. was held at the offices of the Corporaticr., 110 East 59th Street, Ncw York, New York 10022 on the 13th day of Januar:•, 1971 at 10 A.M. pursuant to a waiver of notice of neeting signe3 by all cf the directors. Present were the following directors: Messrs. L. A. Bantle of United States Tobacco Corr.oany, Jose:` F. Cullman 3rd of Philip Morris Incorporated, A. M. Galloway of R. J. Reyno:d= Tobacco Company, W. Brooks George of Larus & Brother Comptny, Inc., Preston R. Tisch of Lorillard, a Divisiorr of Locw's Theatres, Inc., ar.d Robert B. Walker of American Bra.nCs, Inc., being a quo:xn. Also present by invitation of the Board of Directors were t~essrs E. H. Rar= and W. T. Hoyt of The Council for Tobacco Research - U.S.A., Ttioaias F. Ahrensfeld, PaL1 D. Scith and Alexar.der Holtz:nan of Philip Morris Inoorporated, De Baun BryLnt of Brown +Williezson Tobacco Corporation, Cyril F. Hetsko of American Brznds, Inc., H. C. RQemer of R. J. Reynolds Tobacco Cocgany, ArLhur J. Steven.s of Lorillard a Division of Loew's Tbeatres, Inc., and Paul A. P.andouz of r_hadsourne, Pa-ke, Whiteside t:+olff. Mr. Rar.v~ at:ed as Chair-man an! Mr. Hoyt acted as Secretary of the meeting. CT R 6440 .CONPIDENTIAL: MINNESOTA TOBACCO LITIGATION CTR HIN 00403rEj
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THIS DOCUMENT SUBJECT TO AUG. 20, 1985 NON-DISSEMINATION ORDER tN GERS AND UKE CASES, The Chairman stated that the Certificate of Incorpora:ion of the Corporation had been filed with the Department of State of the State of New York on January 8, 1971. ae furt.5er stated that in order to co-:'_y with certain requests of the Department of Law of the State of New York, the co=ittee appointed by the agreement of the members of ;he Council for Tobacco Research - U.S.A., an unincorporated association (the Associatic:.), to incorporate the Corporation had made certain changes in Section 3 of the Certificate from the proposed draft thereof attached to the agreenent. Upon motion duly made and seconded, it was unanimously RESOLVED, that a copy of the Certificate of Incorporation of the Corporation, which was filed with the Department of State of New York on January 8, 1971, and the receipt issued by the Deoa_rtment of State in relation to such filing be inserted in the minute book of the Corporation. The Chairman presented proposed 3y-la•.•s of the Corporation and stated that these contained certain changes from the form of ?y-laws attached to the agreement of the merbers of The Council for Tobacco Rese=rch - U.S.A. ' The changes consist of the inclusion of the matter in oarenLhesis in the fourth sentence of Section 1 of Article III; providing in Section 1 of Article IV that the annual meeting of the members be held on the Friday following the last Thursday in January in each year; and providing in Section 3 of Article IV that each annual meeting be held in the City of New York at suc-h place as the Chairman of the Board of Directors shall determine. The Cha.irman recom=aended that the By-laws be adopted as so changed. Upon motion duly made and seconded, it was unanimously RESOLVED, that By-laws in the form submitted to this a+eeting be, and the same hereby are, adopted as the By-laws of the Corporation and are herel.y directed to be inserted in the minute book of the Corporation. 2 CONFIDENT[AL: MINNESOTA TOBACCO LITIGATION C T R 6441 4_. t R H1`1 004036
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Thi; DOCUr.SEr,T SUDIECT T0 AUG. 20, 1985 NON•DISSEMINATION ORDER IN OGERS AND QUKE CASES. Upon motion duly made and secondcd, it was unar.inously RESOLVED, that the following are confirmed as Class the Corporation: The Chairman stated that it would be appropriate for the Board of Directors to confirm the Class A and Class B•aer:Ders of the Corporat_o:,. American Brands, Inc. Brown & Williasason Tobacco Corporation Larus & Brother Company, Inc. Lorillard, a Division of Loew's Theatres, Inc. Philip Morris Incorporated R. J. Reynolds Tobacco Con%lpany Stephano Brothers, Inc. United States Tobacco Conpany A members of and further that the following are confi=ed as Class B me:^~Ders of the Corporation: Bright Belt Warehouse Association, Inc. Burley Auction Warehouse Association Burley Stabilization Corporation Burley Tobacco Growers Cooperative Association, Inc. Imperial Tobacco Group Ltd. Peter J. Schweitzer Division Tobacco Associates, Inc. . Chairman of the Board President Executive Vice President Vice President Secretary Treasurer Assistant Secretary Assistant Treasurer At the suggestion of Mr. Cullman, the Board rejuested ttie staf: of the Corporation consider what steps should be taken, if any, to enlarge Class B menbership. The Chairr<an stated that it would be in order to elect officers o`f the Corporation. The following persons were thereupon duly nominated and unanimusly elected to t.tie offices set opposite their respective na-+es : H. H. Rann H. H. Rarsm W. T. Hoyt Robert C. Hockett 9i. T. Hoyt Chandler H. Kibbee Elizabeth C. Kelley Elizabeth C. Xelley ~~ r` 644~ 3 ~ „ , ~,.,~ ~ ,, I.JF~ e~ :y CONFIDEN?IAL: M(NNESOTA TOBACCO LITIOATIO ~ ~ l.~ ~ ~ „,~, R ~"~ N
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,nw wuuWiLhi ~urj1c~f iG A '^,. ; 1985 NON•DISSEMINATlON On.,"t ~ IN OGERS AND DUKE CA,;ES. The Chairman stated that it would also be in order to provide that the Corporation maintain the present bond of the Association or obtain a new• bond covering the faithful discharge of duties of officers and e=ployees Wh C have authority to draw upon the funds of the Corporation. He also stated that the Board should consider increasing the bond from the present $200,00~ to $500,000 for each incident. Upon motion duly made and seconded, it was unanimously • RESOLVED, that the Corporation maintain the present bond of The Council for Tobacco Research - U.S.A., an unincorporated association, or obtain a new bond from Liberty Mutual Insurance Company with respect to the faithful discharge of the duties of such officers and employees of the Corporation who have authority to draw upon the funds of the Corporation and such other officers and employees of the Corporation as may be determined by the C.'hairman of the Board or the Executive Vice President, such bond to be in an a.mount of not less than $500,000.00, with all preraiurs with respect to such bond to be paid by the Corporat:c-.. The Chairman recoatmended the creation and appointment of an Executive Corxnittee to act between meetings of the Board of Directers. Upon a+otion duly made and seconded, it was unanimously RESOLVED, that an Executive Coarnittee of t*,e Board of Directors be established, such Committee to be comoosed of five mem5ers to be electea from among the members of the Board of Directors of the Corporation, and when the Board of Directors is not in session and except as otherwise provided by law, the By-laws or resolution of the members of the Corporation or of the Board of Directors, said Executive Co^littee shall be vested with, and may exercise, all powers of the Board of Directors; and further RESOLVED, that the following persons be, and the same hereby are, duly aominated and elected as members of the Executive Corraaittee to serve until their respective successors have been elected and qualified: Joseph F. Cullman 3rd E. P. Finch A. H. Galloway Preston R. Tisch Robert B. Walker The C.`:airman stated that it would be in order for the Board to deterrLine the dates and place of its regular meetings. 4 CONFIDENTIAL: MINNESOTA TOBACCO LITlGAT1ON C TR HIN 004036
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THIS DOCUMENT SUBJECT TO AUG. 20, 1585 NDN•DISSEMIHATIDN ORDER IN ROGERS IIND DUKE CASES Upon motion duly made and seconded, it was unanir..ously RESOLVED, that a regular meeting of the Board of Directors be held immediately following each annual meeting of inenbers of the Corporation at the place of such meeting. The Secretary presented a form of corporate seal for the Corporation and upon motion duly made and seconded, it was unaninously RESOLVED, that the seal, in the form affixed opposite this resolution, be and it hereby is, adopted as the corporate seal of the Corporation. The Chairma.n stated that it would be necessary for the Corporation to adopt resolutions giving officers authority with respect to ba+^.k accounts of the Corporation. Upon motion duly made and seconded, it was unanimously RESOLVED, that First National City Bank, New York (hereinafter calle= uhe "Ba_^.k") be and hereby is designated a depositorf of the funds of this Corporation in a general account and in one or more special acco•,:.nts as shall be designated by the Exe rutive Vice President or Treasurer, and t':a: any of one of the following officers, viz., President, Executive Vice President. Treasurer or Assistant Treasurer is hereby authorized to sign, for and on behalf of this Corporation, any and all checks, drafts and other orders with respect to any funds at any time to the credit of this Corporation with the Bank and/or against any accounts of this Co_-poration maintained at any time with the Bar,k, inclusive of any such checks, drafts and other orders in favor of any of the above-designated officers, and that the Bank be and hereby is authorized (a) to pay the same to the debit of any accounts of this Corporation then maintained with it: (b) to receive for deposit to the credit of this Corporation, and/or for collection for the account of this Corporation, any and all checks, drafts, notes and other instruments for the payment of money, whether or not endorsed by this Corporation, which may be submitted to it for such deposit and/or collection, it being understood that each such item shall be dee^:e3 to have been unqualifiedly endorsed by this Corporation, and (c) to receive, as the act of this Corporation, any and all stop-payment iru tructions (inclusive of any relative agreement) with respect to any such checks, drafts and o ttier orders as aforesaid and reconcilements of account when signed by any one or more of the officers as hereinbefore designatedr and further RESOLVED, that any and all withdrawals of money and/or other trans- actions heretofore had in behalf of this Corporation with the Bank are hereby ratified, confirmed and approved, and that utie Bank (and any interested third party) may rely upon the authority conferred by this entire resolution -unless, and except to the extent that, this resolution shall be revoked or modified by a subsequent resolution of this Board, an--' until a certified copy of such subsequent resolution has been received by the Bank. C CONFIDENTIAL: MINNESOTA ~~'R ~`~N 00~.0 ~9 TOBACCO LITIGATIO ~-'N
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The Executive Vice President presented a proposed 7FIIS DOCUMEO SSEMINAliON ORDER lgg5 NON IMI~GERS ANO D~KE CASES' budjet of t.`.e zrration for the year 1971. Upon motion duly made and seconded, it uas -MOlls ly RESOLVED, that the proposed budget for the Corporation for the year 1971 as submitted to this meeting and to be filed as a part of the :inutes be, and the same hereby is, adopted as the budget for the Corporation. The Chairman stated that it would be in order for the Corporation ;crt and continue the Retirement Plan for Employees of the Association. m.otion, duly made and seconded, it was unanimously RESCLVED, that the Retirement Plan for Employees of The Coti:ncil for Tobacco Research - U.S.A. be, and it hereby is, adopted and continued for the benefit of employees thereunder. The Chairman asked the Board of Directors to authorize the :ration to enter into a General Assign.:.ent and Agreement, a proposed fcr-. .ich was presented to the meeting. The Chairman stated that the purpose of ;eneral Assignment and Agreement was to transfer all of the properties ar.d .s of the Association to the Corporation, subject to all encur~Drances and s existing on the date thereof. Upon notion, duly made and seconded, it nanimously RESOLVED, that the General Assignment and Agreement between this Corporation and The Council for Tobacco Research - U.S.A., an unincorporated association, as submitted to this meeting, be and the sa.-,e hereby is approved, and the Chairman of the Board and President or the Executive Vice President and Secretary of this Corporation be and each of them is hereby authorized to execute and deliver,'in the na.~ne and on behalf of the Corporation a General Assign.Tent and Agreement substantially in such form with such modifications thereof and changes therein as may be approved by the officer of this Corporation executing the same, his execution thereof to be conclusive evidence of such approval. 1 C T R G44~ 6 _ --- CONF1DENTlAL: MINNESOTA _...,~,R E"~,, „ ,~{ 004040 `TOBACCO W TIOATIO ~ N ~;
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THIS DOGU(.tEt11 Su:;;: T i;; :_, 1985 NON•DISSEMINtiTION ORUEii W ,B~_R AND U E CASES& behalf of the Corporation, and, if appropriate, under its cz~rYorate seal attested by its Secretary or an Assistant Secretary or o ttier•a'_se, such instrument or instrt.."nents as the officer executing the sa.:•e s:all deem appropriate providing for the assunption by the Corporation o: such obligations and amending or modifying sstid Lease Agree:ents as such officer shall deem appropriate. The Chairman stated that it would be advisable for the Corporation to obtain legal counsel. It was decided that the Chairman should consult with the General Counsel of the Class A mer:bers with respect to recomending to ttie Board the appoint.nent of counsel for the Corporation. The Chairman asked that the Board authorize the officers to take whatever steps may be advisable to carry out the intent of ttie resolutions adopted at the neeting. Upon motion duly siaze and seconded, it was unaninously R::SOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to do and perform all such acts and thir.cs and to sign all such domnents and certificates and to take all such other steps as may be necessary or advisable or convenient and proper to carry out the intent of the foregoing resolutions. Thereupon, on motion duly made and seconded, the meeting adjoL=nec'.. Secretary y t CTR 644G CONFIDENTIAL: MINNESOTA ` TOBACCO LITIGATlON CTR HN 004041

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