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Council for Tobacco Research

Minutes of the Meeting of the Board of Directors February 1, 1974 [St]

Date: 01 Feb 1974
Length: 6 pages
CTRMN004071-CTRMN004076
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MAR

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Type
MINUTES
REPORT
Master ID
Ctrmn00000667-6967
Related Documents:
Request
118
Depository Date
25 Sep 1995
Named Person
Ahrensfeld, T.F., P.M.
Bowling, J.C., P.M.
Bryant, D., B.W.
Finch, E.P., B.W.
Goldsmith, C.H., P.M.
Hardy, D.R., Shook Hardy Mitchell And Bacon
Hetsko, C.F., Amer Brands
Hockett, R.C.
Holtzman, A., P.M.
Hoyt, W.T.
Judge, C.H., Lor
Pollack, L., Lor
Roemer, H.C., Rjr
Shinn, W.W., Shook Hardy Mitchell And Bacon
Springer, W.E., Ust
Stevens, A.J., Lor
Stinnette, R.H., Amer Brands
Tisch, P.R., Lor
Wade, C.B., Rjr
Author
Jeulin, W.S., Ctr
Box
003
UCSF Legacy ID
tpq30a00

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Txr: Cc~t•xrrt.l'0rr'1'c»sAcc•0 !SINLJTES OF THE lEETINr, OF THE BO"P OF DIREC':ORS FEBRUl,RY 1, 1974 A aeeting of the Board of Directors of The Council for Tobacco Rssearch - U.S.A., Inc. was held immediately following the Annual Meeting of the tembers of The Council ia accordance with Article V, Section 4 of the ay-Laws at The Council office, 110 East 59th Street, New York, New York 10022 on the first day of Februa.ry 1974 at 12:00 o'clock noon. The aembers of the noard of Directors present were Hessrs. Cyril F. Hetsko of herican Brands, Inc., E. P. Tinch of Brown t FTillia.^uon Tobacco Corporation, Preston R. Tisch of Lorillard, A Division of Ioevs Theatses, Inc., Clifford H. Goldsmith of Philip Morris Incorporated, Cha;les B. Wade Jr. of R. J. Reynolds Tobacco Cotnpany, and William E. Springer of UniteJ States Tobacco Cocspany, constituting the entire Board. The Executive Vice President, W. T. Hoyt, and the Vice Presider.t, Rflbert C. Hockett were present. Also present by invitation of the Board of Directors were Messrs. .Richard H. St.innette of American Brands, Inc., DeBaun Bryant of Brown t Williamson Tobacco Corporation, Curtis H. Judge, Lester Pollack, Arthur J. Stevans and A. W. Spears of Lorillard, A Division of Loew+s Theatres, Inc., Thomas !. hhrensfeld, James C. Ba+li.nq and Alexander Noltaan of Philip Morris Incorporated, H. C. Roemer of R. J. Reynolds Tobacco Company, David R. Hardy and William W. Shinn of Shook, Hardy,'ttitchell t Bacon, William U. Gardner, Milliam D. Jenkins and Sheldon C. Socrners of The Council for Tobacco Research - U.S.A., Inc., and Edwin J. Jacob. CtR 6 4 7 6 CONFIDENTIAL: hlrNNESOTA TOBACCO LITIGATION CTR VIN 00407" 1
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The Lxecutive Vice President, W. T. Hoyt, opened the meetinq and stated that Kr. H. H. Ramrn was ill and had asked"him to preside at the meeting anless there was an objection. There being no objection Hs. Hoyt called the sseetin9 to order and stated that Mr. William D. Jenkins would act as Secretary and record the siinutes. The Acting Chairrun opened the neetinq and presented the minutes of the special meeting of the soard of Directors, held on July 26, 1973, which were sent to the Directors on August 2, 1973. Upon motion duly made and seconded, the reading of the minutes was waived and the minutes were unanimously approved. The Acting Chairasan stated that in accordance with Article vIZ of the ay-Laws it was in order to elect the officers of the Corporation. Upon rotion duly made and seconded, it was unanimously R£SOLVED, that the following are hereby elected as officers of the Corporation to serve until the next annu:.l meetir.a of the ne.r: ers of the Corporation and until their respective successors shall have been elected and shall qualify: Chairman of the noard President Lxecutive Vice President Vice President tecrstary Treasurer Assistant Secretary Assistant Treasurer The following statement from Kr. Ram H. H. Ra= H. H. Rar.^m W. T. Hoyt Aobert C. Hockett W. T. Hovt Buford A. Tynes William D. Jenkins Elizabeth C. Kelley was presented to the Board: ''Onder The Council's Rstirsment Plan Kr. W. T. Hoyt and Dr. lbbert C. Hockett will each reach their 'Normal Retirement Date' on June 30, 1974. Under action taken by the Soasd at its meetinq held November 10, 1972, the CTairman was empowered to andeavor to auke satisfactory arranqaments for the continuation of the services of Mr. Hoyt and Dr. Hockett beyond June 30, 1974 if the Chairman regards such continued eaVloyment as important to The Council. The Chair-an is of the opinion that it is important to The Council to continue the employment of Kr. Hoyt and Dr. Hockett beyond June 30, 1974. C T R G4r17 CONFIDENTIAL: MINNESOTA TOBACCO LITIGATION CTR HN 004Ca'~ ~'.
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T::: :c . 20;- :,, r._. -:_ ... ~ - •In riew of the Chairman's illness he has not been able to make arrargements with Mr. Hoyt and Dr. Hockett for continuation of their arployn+ent beyond June 30, 1974. However, the Chairman oro?cses, provided the 3oard aporoves, to have The Council enter into written undertakings with Mr. Hoyt and Dr. Hockett respectively providing for the continuation of their respective aaployments beyond June 30, 1974 and until either party notifies the other of termination ninety days in advance. The co~pensation to be provided aach eaaployee would be on the basis of his current annual salary plus 15%, the 15% being the amount that would be contributed to the enployees' account under :Le Council's Retirement Plan prior to June 30, 1974. The employment agreements would provide for deferred payment by installmenss of a portion of the total ooa"nsat.ion should the er•roloyee so desire." Upon swtion duly sude and seconded, it was unanimously ]tZSOLVED, that the proposal of the Chairnan outlined above for The Council to enter into oontracts of employment with Mr. W. T. Hoyt and Dr. Robert C. Rockett be, and the same hereby is, approved. Upon motion duly aade and seconded, it was unanimously RESOLVED, that the general fund budget for the Corporation for the year 1974 as subaitted to this meeting in the total amount of $5,000,000 and to be filed as part of the minutes be, and L`,e same hereby is, adopted as the budget for the Corporation. Upon motion duly made and seconded, it was unanimously RESOLVED, that pursuart to Section 1 of hrticle III of the ay-Lavs, there is hereby assessed as dues for the year 1974 to be paid by Class A members the amount of $4,987,2501 said s= being determined by subtracting from $5,000,000, the amount of the general fund budget for 1974, the amount of $12,750 being the anticipated oontributions from Class D mesabersr and further Lrpon motion duly made and seconded, it was unanimously 9cESOLVED, that each Class A member is hereby assessed its proportionate part of said dues so assessed, the first installmer.t of said dues so assessed to be paid by each such member to be an a.^+ount determined by such member on the basis of I cent for each 4,300 tax-paid cigarettes estimated by such member to have been produced by it in 1973 and each subsequent installment of said dues so'assesse9 to be paid by the respective Class A mesabers in the same proportion as their respective payments for the first installment. 3 C1R 6478 _ CONFIDENTIAL: MINNESOTA TODACCO LITIGATION CTR HN 004•0r3
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;. . I:: i. ...._ Upon notion duly made and seconded, it was unanimouslv RESOLVED, that the Tzeasurer, or in his absence or disability, the President, be, and he hereby is, authorized to determine the date for the payment of each installment of dues assessed against Class A members, each such mtfaber to be notified at least tan days in advance of each payment date. Upon sotion duly swde and secondedb it was unanimously agreed that 1diERF.AS: (a) by resolution adopted by this Board of Directors at its meeting held on January 26, 1973 the budget for the Corporation for the yeas 1973 in the amowit of $4,190,000 was approved; (b) by resolution adopted by the board of Directors at its meeting held on said date dues to be paid by Class A members for the year 1973 toward said budget were assessed in the amount of $4,160,000; (c) the installments of said dues so paid or to be paid by Class A members through December 31, 1973 aggregate $3,117,6121 (d) the disburse.^+ents ssade pursuant to said budget and the unpaid accrued liabilities with respect thereto as of December 31, 1973 total $3,994,279; and (e) the dues assessed in the amount of $4,160,000 plus other anoun:s received from certain members in the arwunt of $12,750 exceeds the amount of $3,994,279 referred to in clause (d) by $178,471; be it RFSOLVED, that the dues assessed against Class A members for the year 1973 be reduced by $178,471 or from $4,160,000 to $3,981,529. A rote of gratitude and appreciation was accorded to Dr. Sheldcn C. toamers by unanimous acclamation for his many contributions to The Council and, in particular, during the period following Dr. L.ittle's illness and death and tbe appointment of a permanent Scientific Director. Upon motion duly made and seconded, it was unanimously RESOLVED, that the following Directors are hereby designated, as wsmbers of the ExecutSve Coassittee of the Board of Director- to serve until further action of the noard of Directors and until t.tieir successors have been designated and qualified: L. P. linch Clifford H. Goldsmith Cyril F.' Hetsko Preston R. Tisch Charles n. Wade Jr. fiassrs. Goldsmith, Hetsko and Wade submitted their resignations as members of the board of Directors and members of the Executive Committee, and lir. Springer subaitted his resignation as a member of the Eoard of Directors, each such , resignation to take effect at the close of business on Fabruary 1, 1974. C T R 6479 CONFIDENTIAL: MINNESOTA TOBACCO LITIGATION C~9R ~°~t, t.~~'~~4 ~C~'~ --"t
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Upon motion duly made Messrs a,nd seconded, it was unanimously Id;SOLVfD, that the resignations of Messrs. Goldsatith, Hetsko and Wade as meabers of the Eoard of Directors and of the Lxecutive Coae+ittee, and the resignation of Mr. Springer as a asmber of the 3oard of Directors, such resignations to take effect at the close of business on February 1, 1974, are accepted with regrets. The Acting Chairran stated that in view of the resignation of Goldsmith, Hetsko and Wade as s+tc,bers of the board of Directors and of the Lxecutive Cooaittee, and of Mr. Springer as a sember of the board of Directors, it would be in order to elect their successors as Directors and sae~bers of the Lxecutive Committee. Upon motion duly sude and seconded, it ras umanimous ly ]tESOLVED, that effective February 2, 1974, Joseph F. Cullman 3rd, Robert X. Heimann and William S. S~aith be, and hereby are, elected mensbers of the board of Directors and of the Lxecutive Coamittee, and Mr. Louis T. Bantle is elected a mesSer of the Board of Directors. There being no further business coming before the meeting, the sb:.e was adjourned. C T R f;4S0 5 CONFIDENTIAL: 1N1 NNESOTA T06ACC0 LITIGATION CTR HN 0040'e"Ej
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T.ir .CoUNCiL Fort Ton.cco RrsEARCH-U.S.A.: 1.c. 1973 Dudaet iQL7tTIt'IC AWISORY n011RD 68,000 I~IiINItTRATICN salazy: President, Executive Vice President i Staff Zxpsneu falary: scientific Director & Staff ixpenses ter.rices t Administ.rative & Other Provision for Rstirsaent Payroll Taxes 114,000 18,000 270,000 SS,000 95,000 40,000 16,000 608,000 Ct'FICZ LXPENSES lt.nt s racilities 76,000 Telephone & Teleqraph 15,000 Messenger, Postage i Expense 5,000 Stationery t Supplies 3,000 Insurarce 18.000 117,000 OCfTSIDE =LRYIGES Priat.in9, ksproducinq, Subscriptions & Translations 45,000 Lxhibits, Special Reports & Services 4,000 49,000 LZONARD ZVK*7 i ASS0CI1TFS, INC. 58,000 tPEClAi. SLRV2CES, CONTINGENCIES & tascEUaNEOVS (1) 90,000 990,000 GR%N?S t CCttTRAC3'S 3,200,000 =4,190,000 1:. :. ~ . 1973 Expenditures Proposed 1974 Eudoet 46,000 72,0n 112,000 115,000 8,000 15,000 231,000 293,000 36,000 55,000 d6,000 101,000 25,000 40,000 14.000 18,000 512,000 637,C:0 75,000 70,000 13,000 15,000 2,000 5,000 2,000 3,000 18,000 24,000 110,000 117,000 41,000 45,000 1,000 3,000 42,000 48,000 $2,000 58,000 87,000 100.000 849,000 1,032,000 3,176,000 3,968,000 $4,02 3 5,000 t5,000.000 (1) Includes legal fees, outside ooru ultants and other contingencies. CONFIDEhT1AL: MINNESOTA TOBACCO LITIGATION CTR HN 00407"G

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