Tobacco Documents Online

I- THE COUN'CIL FOR' 'IC)BP,CCO RFSEARCH-U. S.A. , INC. MINUTFS' OF THE SPDCIAL MEETING OF' THE BOARD OF' DIRDCICJRS. JUNE 27, 1985 A special meeting of the Board of Directors of The Council for Tobacco Research-U.S.A., Inc. was held pursuant to written notice, in accordance with Article V, Section 4 of the By-Laws, at The Council's office, 900 Third Avenue, New York, Neqa York 10022'onthe 27th dhy of June 1985, at 10:00 A.M. The mc3nbers of the Board of Directors present, and constituting a quorLzn were : V. B. Lougee III, American Brands, Inc. E.Ynest Pepples, Brown & Williamson Tobacco Corporation Thamas F. Ahrensfeld, Philip Nbrris Incorporated Hugh Cullman, Philip Morris Incorporated! Richard A. Manni'ng, United'States Tobacco Ccanpany William D. Hobbs, Chairman of the Board, Robert F., Gertenbach, President and Lorraiine Pollice, Secretary andiAssistant Treasurer, were also present. Also present by invitationlof the Board1were: Thomas C. Hays, American Tobacco Company Raymond J. Pritchard, Brown & Williamson Tobacco Corporation J. Robert Ave, L,orillardl, A Division of'Loew's Theatres, Inc. A. Yd: Spears, Lorillardi, A Division of Loew's Theatres, Inc., Alexander Holt=n, Philip Morris Incorporated Thonmas Osdene:, Philip Morris Incorporated Robert Suber, R. J., Reynolds Tobacco Compan.y J. R. Hoff, United States Tobacco Ccampany Thcanas Bezanson, Chadbourne, Parke, WYiiteside & Wolff Max Crohn:, Jacob, I~bdinger & Finnegan, Patrick Sirridge, Shook„ Hardy & Bacon Frank Decker, Webster & Sheffieldl Leonard Zahn, ILeonard,Zahn & Associates, Inc. Joseph D. Feldman, S.A.B., The Council for Tobacco Research-U.S.A., Inc. Donald H. Ford, The Council for Tobacco Research-U.S.A., Inc. Peter Hawley, S.A.B.,, The Council for Tobacco Research-U.S.A., Inc. Sheldon C. Sonrners, The Council for Tobacco Research-U.S.A., Inc. The Chairman opened the meeting and presented the minutes of the meeting of the.Board of Directors, held!December 14, 198'4, which were sent to the Directors on January 9, 1985. Upon motion duly made and seconded!, the reading of the minutes was waived and the minutes were unanimously approued.

I L The Chairman welcomedd the group and introduced Dr•. Sheldon C. Somners,. Scientific Director of The Council, who reported on grant funding by The Council for the first half of 1985. The Chairman then introduced Dr. Peter Haaley, a member of The Council's Scientific Advisory Board!. Dr. Howley providedia review of hi's work in the field of virus research., The Chairman then introduced another member of The Council"s Scientific Advisory Board, Dr. Joseph D. Feldhan. Dr., Feldman provided a suaamary: of recent developments in the field of immunoiogy. The Chairmanithen introduced Mr. Leonard Zahn of Leonard Zahn~& Associates, Inc, who cegtmented onivarious scientific meetings he had recently attended and advised of future scientific meetings., The Chairman statedltllat Curtis H. Judge had resigned fran the.Board of Directors and' its E~cecutive Cdmnittee, effective ri9ay 311, 1985', andl Janet Brpwn has resigned from the Board and its PensionlCortmittee, effective June 26, 1985. He also noted that the death of I. W'. Hughes had left a vacancy on the Board and its Ececutive Cairnn.rttee., The Chairman said it would be in order to fill these vacancies Upon motion duly made and seconded, RaymondiJ. Pritchardlof Brown & Williamson Tobacco Corporation was unanimously electedia meinber of the Board of. Directors and its Executive Comn.ittee_ Upon motion duly made and seconded, J. Robert Ave of Lorillard, A Division of Loew's Theatres, Inc.,, was unanimously elected a member of the Board of Directors and its Executiive Coninittee. IJpon motion duly made and1seconded, Thomas C. Hays of'American Tobacco Ccxnpany was unanimously elected a member of the Board of Directors and its Pension Comnittee. The Chairman then discussed the membership of the Scientif ic Advisory Board of 'I?tie Council and informed1the Board that Dr. Manfredl Karnovsky, Harold T.. White Professor of Biological Chem.istry, Harvard Medical School, had joined the -2-

F " Scientific Advisory Board'on May 3, 1985, and that Dr. William U. Gardner,, former Scientific Director of The Council, had resigned'from the Scientific Advisory Board, effective February 26, 1985. The Chairman and the President then informed the Board that legal fees for the fiscal~ year 1985 would be considerably in excess of'the amount orig' lly budgeted. It was reconmended by the President that the 1985 dues of Class A members be increased by $500,0001to provide for such legal: fees., Upon motion duly made and seconded„ it was unanimously RESOLVED, that a supplement of $500,,000,be approvedl to, cover legall fees, thus raising the general fund budgett for.the fiscal year 1985 from $11,278,000 to $11,778,000; and further RESOLVED, that each Class A member is hereby assessed a part of said~supplement in the same proportion as its respective payments for 1985 dues., The.C.hairmanireparted that in the interim between the last Board~meeting and the present one, the Executive CoarTnittee hadlapproved certain amendments to The Council's pension plan, to:conform with new government statutes and regulations. He said it was now in order for the Board to approve that action. Upon motion duliy made andi seconded, it was unanimously RESOLVED, that the action taken by the Executive Ccxtrnittee since the last Board of Directors" meeting in approving certain amendtnents to The Council''s pension plan as subr mitted to this meeting, be, and the same hereby:is ratified and approved. was unanimously adopted!: WHEREAS', in the passing of Dr. I. W., "Wally" Hughes, his colleagues have lost a fine gentlemen and valued friend; and. MIEREPS, Dr. Hughes senaed'faithfully on this Board and its Executive Crmmi:ttee from 1981 to the date of his death; and The Chairman spolce, of the untimely death of Dr. I. W. Hughes and camnented on Dr., Hughes"s steadfast support of The Council„ whereupon the following resolution WHEREAS, Dr., Hughes was &constructive force for the tobacco industry: andl for the business and social ccnTmuzity as a whole be it -3-

RESOLVEDy that this Board express its deep appreciation~for the outstandirrg,service rendered to it by Dr. Hughes and its deep sense of loss on the passing;of a good friend and, further that aicopy of this resolution be furnished to, Dr. Hughes"s family. ri9r. Gertenbachit.tien left the room., The Chairman reoommended that the Board approve the purchase of a life insurance policy for Mr. Gertenbach in the airount of $200,000. He said that the policy would be owned1by The Council and that The Council would be the beneficiary. However, by supplementasy agreement with Mr. Gertenbach, in the event of Mr. Gertenbach"s death or upon his request, while living„ to receive the cash surrender value of the policy at any time, The Council would either pay Yx. Gertenbach's designated beneficiary or N]f. Gertenbach, as the case may be. Upon notion duly made and seconded, it was RESOLVED, that the proper officers of The Council are authorized to purchase a life insurance policy for luif.. R. F. Gortenbach~, President, in the face amount of $200',000 and such officers are authorize3lto enter into an agreement with Mr. Gertenba ii under the terms andlconditions set forth at this meetingi. The Chairman reminded the group that the next meeting of the Boardlof Directors was scYieduled for December 13', 1985. There being no other business to came before the meeting, it was adrj'ourned. U; ~ raine Pollice Secretary L -4-