1968 Tobacco Institute

8/14/2019 1968 Tobacco Institute

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- .I

The TobacQp Ln,stitute, Tric :'was formed i n

January, ."n58 :. ~~

Mr . Bbvvxrj o'ia-~Gray served as ; Chairman of th e

Executiy .e 'Gt~mmi ;~tee si4ce its inception o n

Apri1 10, 1958 uniiI his resignation on Decem-

ber 2, 1,965 .

Mr . Edwin P . Finch was eiected Chairman a t

the Dec .ember=2, 1965 meeting and served unti l

his resignation on May 17, 1968-at which tim e

Mr . Jojeph F . Cull .man 3rd became Chairman .

Y


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R o s t e r - M e m b e r s h i p `, _ W l v f v o s ~;Board of Directors, Comm ittees

II

4uo-GO5657


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CTHE TOBFICCO INSTITUTE, INC .

Membership

Brown 8 Williamson : Tobacco Corporation1600 West Hill Stree tLouisville, Kentucky 4020 1

Conwood Corporatio n813 Ridge Lake BoulevardMemphis, Tennessee 3811 7

General Cigar 8 Tobacco Co ., A Division of Culbro Corporation60&Third~ Avenu e

New~York, New York 1001 6

G . A . Georgopulo 8 Company, Inc .48 Stone Stree tNew~ York, New York 1000 4

Larus 8 Brother, Inc .8551 Mayland DriveRichmond, Virginia 2322 9

Liggett 8 Myers Tobacco Company, Inc .4100,Roxboro Roa d

Durham, North Carolina 2770 2

Lorillard, A Division of Loews Theatres, Inc .200 East 42nd Stree tNew~York, New York 1001 7

Philip Morris Incorporated100 Park AvenueNew York, New York 1001 7

R . J . Reynolds Tobacco Company401 North Main Stree tWinston-Salem, North~Carolina 2710 2

Scotten, Dillon Tobacco Co ., Inc .700 First Avenu eGallipolis, Ohio 45631

United States Tobacco Company100 West Putnam AvenueGreenwich, Connecticut 0683 0

December 9, 1976


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12/9/76

THE TOBA CCO INSTITUTE', INC .

Membershi p

C

Brown 8 Williamson Tobacco Corporation1600 West Hill Stree t

Louisville, Kentucky 4020 1Charles I . MeCarty, President & Chief Operating Officer

Conwood Corporatio n813 Ridge Lake BoulevardMemphis, Tennessee 38117

W . M . Rosson, Presiden t

General Cigar & Tbbacco Co ., A Division of Culbro Corporation605 Third AvenueNew York, New York 1001 6

Joseph D . Whitwell, President & Chief Operating Officer

G . A . Georgopulo & Company, Inc .48 Stone Stree t

New York, New York 1000 4Basil P . Georgopulo, Presiden t

Larus & Brother, Inc .8551 Mayland DriveRichnond, Virginia 2322 9

Robert S . Pless, Presiden t

Liggett & Myers Tobacco Ccsnpany, Inc .

4100 Roxboro Roa dDurhaan, North Carolina 27702

Arthur E . Sloat, Presiden t

Lorillard, A Division of Loews Theatres, Inc .200 East 42nd Stree tNew York, New York 10017

Curtis H . Judge, President

Philip Morris Incorporated100 Park AvenueNew York, New York 1001 7

Ross R . Milihiser, Presiden t

R . J Reynolds Tobacco Company401 North Main Stree tWinston-Salem, North Carolina 2710 2

William D . Hobbs, President 8 Chief Executive Office r

Scotten, Dillon Tobacco Co ., Inc .7001First Avenu eGallipolis, Ohio 45631

Timothy M . Cornell, Presiden t

United States Tobacco Company100 West Putnam AvenueGreenwich . Connecticut 06830


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THE TOBACCO INSTITUTE, INC .

BOARD OF DIRECTORS

(

December 9, 1976

Louis F . BantleStuart F . Bloch

Timothy M . CornellJoseph F . Cullman, 3rdJoseph E. Eden sW . Brooks GeorgeG . B . GeorgopuloWilliam D . HobbsCurtis H . JudgeCharles I . McCartyRoss R . MillhiserRobert A . R echholtzW . D . RossonArthur E . Sloat

Colin StokesPreston R . Tisch


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December 9, 1976


E X E C U T I V E C O M M I T TE E

Joseph E . Edens, Chairman

Charles I . McCarty, Vice ChairmanLouis F . Bantl eJoseph F. Cuilmarn, 3rdW . Brooks GeorgeWilliam D . HobbsCurtis H . Judg eRoss R . MillhiserRobert A . RechholtzW . D . Rosson

Arthur E . SloatColin StokesPreston R . Tisch


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C THE TOBAC CO INSTITUTE, INC .

Horace R . Kornegay

Franklin B . Dryden

J .C .B . Ehringhaus, Jr .

William Kloepfer, Jr .

John F . Mill s

Anne H . Duffin

William Hecht

Roger L . Moz i'ngo

Frederick Panzer

Marvin A . Kastenbaum

Charles L . Wait e

B . D . Cummins

B . E . Bacon

Kathryn R . Golden

Donna Hilderle y

December 9, 1976

OFFICER S

President and Executive Directo r

Senior Vice President




Vice President

Vice President

Vice President

Vice President

Director of Statistics

Medical Director

Treasurer

Assistant Treasurer

Secretar y

Assistant Secretar y

~


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cTHE TOBAC CO INSTITUTE, INC .

COMM ITTEE OF COUNSE L

Ernest Pepples, ChairmanThomas F . Ahrensfel' dH . Thomas AusternJames Chapi n

Max H . Crohn, Jr .Joseph H . GreerWilliam W . ShinnArthur J . Steven s

C

December 9, 1976


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(

December 9, 1976


C O M M UNICATIONS COMMITTEE

James C . Bowling, ChairmanJ . R . AveJohn V . BlalockC . Dennis Durden

William Kloepfer, Jr .Thomas D . PickettDan E . Provos tH . Copland RobinsonWilliam W . Shinn


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C

c

r

December 9, 1976

THE TOBAC CO INSTITUTE, INC .

Pension Committe e

DeBaun Bryant, ChairmanFranklin B . Dryde nW . Brooks GeorgeRobert D . Rickert


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B y - L a w sCert 'rfication of lncorporation

0002G o5 ss 7


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N,/It, As revised by the Board of Directors - 12/9/7 6

C

B Y- L AW S

O FTHE TOBACCO INSTITUTE, INC .

A RT I C L E I

OFFICE S

Section 1 . The Institute shall maintain an office in the City ofNew York, State of New York . The Institute may also have an office in theCity of Washington, District of Columbia, andalso offices in such otherplaces as the Board~of Directors may fromtime to time determine .

ARTICLE I I

M E I M B E R S H ' I P

C

Section l . Any person, firmor corporation engaged in the busines sof manufacturing and~marketing of cigarettes, smoking tobacco, chewing tobaccoor snuff shall be eligible to become a member of the Institute upon such termsand conditions as are prescribed herein . A corporation which is not engagedin such business but which owns all or substantially all of the outstandingstock of a corporation which is so engaged and which is a member shall als obe eligible for membership as a "parent corporation member" subject to theadditional terms and~conditions applicable to such members as provided for inSection 2 of this Article and elsewhere herein .

Section 2 . A parent corporation and the member of which it is theparent shall be treated as a single member jointly entitled to one vote onall matters including the election of directors .

Section 3 . Any person, firmor corporation eligible for membershipshall present to the President a written application, which application shallcontain an agreement signed by the applicant to the effect that said appli-cant, if elected to membership, will fulfill and perform all of the obligationsand requirements contained in the By-Laws of the Institute and any amendments

which may be made thereto . Such application shall state the basis for theeligibility of the applicant .

Section 4 . Upon receipt of any application for membership theSecretary shall present such application for determination of the applicant'seligibility by vote at the next regular meeting of the Board of Directors .The determination of the applicant's eligibility, which shall be based~uponthe definition of eligibility containedherein to be applied on a uniformbasis, and the effective date of such member's election, shall be determinedby a majority vote of all the directors at the time being of the Institute .If the vote is favorable, the Institute shall notify the applicant that theapplication has been approved .


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Section5 . Membership in the Institute may be terminated byresignation or as otherwise provided in these By-Laws . Al ri ghts ofmembership shall cease upon termination of membership, but a member shal lthereafter remain liable for dues and assessments to the extent provided

in Aticle III . Any member may, by giving written notice of such intentionto the Board of Directors, withdraw from membership effective upon receiptof such notice or at any later time specified therein . A parent corporationmember shall be terminated as a member at the same time the membership ofthe corporation of which it is the parent is terminated for any reason .

Section6 . Any member who shall fail to pay his dues and assess-ments within 30 days after the same become due shall be notified in writingby the Treasurer of the Institute . If payment is not made within 30 daysafter receipt of such notification of nonpayment, the Secretary shall re-port such nonpayment to the Board of Directors . The Board of Directors may,without further notice and hearing, expel such member from membership . Such

a member shall forfeit all rights and privileges of membership without preju-dice to the right of the Institute to collect from him all his financialoblligat ions .

Section7 . The members who as of the date of any election ofdirectors would be subject to assessment for Additional Dues, as providedin Section 1 of Article III of these By-Laws (whether or not any suc h

.assessment is actually made)!, shall as a group constitute a separatemembership class (the "Class A Members") for the purpose of electingdirectors . The Class A members, together with their parent corporationmembers, shall be entitled to elect twice the number of directors as thereare Class A members . The members not subject to such assessment other thanparent corporation members shall as a group constitute a separate member-ship class (the "Class B Members") for the purpose of electing directors .The Class B members, together with their parent corporation members, shal lbe entitled to elect the same number of directors as there are Class B members .

ARTICLE II I

D U E S

Section 1 . Each member elected pursuant to Article II shall pay annual Cdues (a) in the amount of $100 or '(b) at the rate of (i) one twentieth of a

cent for every thousand tax-paid cigarettes plus (ii) ten cents for everythousand pounds of manufactured tobacco produced by it during the precedingcalendar year, whichever of (a) or (b) shall be larger . Annual dues shall bepayable in equal semi-annual installments withimthe first thirty days of eachhalf-yearly period .


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If a member's estimated production of tax-paid cigarettes has beenmore than two billion for the preceding calendar year, it shall also be liablefor Additional Dues, as hereinafter provided .

Additional Dues may be assessed from time to time for any calendaryear after 195T by the Board of Directors after determining the differencebetween the Institute's budget for such year and the estimated income of theInstitute for such year from sources other than Additional Dues . Any deficitin such budget as made and revised from time to time may be assessed'ass -Additional Dues against each member liable for Additional Dues in the amountof a percentage of its annual dues for the calendar year in which the assess-ment of Additional Dues is made, said percentage to be set by the Board ofDirectors and to apply in determining the amount of Additional Dues due fromeach member liable therefor . Upon assessment of Additional Dues, each membershall be promptly notified of the percentage of its annual dues which isassessed as Additional Dues and payment thereof shall be due within thirty

days after notice but not before January 1 of the calendar year for whichassessed .

No member or former member of the corporation shall have any obli-gation except for dues fixed or assessed as provided in this Article .

Section 2 . The Institute's budget for each calendar year shall bedetermined, and may be revisedfrom time to time before or during such calendaryear, by the Board of Directors of the Institute .

Neither the Board of Directors nor any officer, agent or employee ofthe Institute shall have any authority to create obligations beyond thos

e provided for inn

may authorize the creation of specific obligations . Each member shall bepromptly notified of the budget when so made or revised and of any resolutionauthorizing the creation of any obligations . .

Section 3 . Upon termination of membership, a former member shall re-main li able f or dues an d assess ments t hereaf ter to t he extent necessar y t o

cover any obligat ion creat ed or expense i ncurred prior to t he eff ect ive date

of such termination ; provided, however, that any member may, within ten daysaft er notice of said o ri ginal or revised budget or resolution, file i n witing

wth the Secretary of t he Inst itute its dissent therefr omand its resi gnation

fromthe Inst itute, in which~case such member shal l not be l iable f or any new

obligat ion or expense s o authorized and shal l only be l iable f or such portion

of dues and assessm ents t hereaft er as s hal l represent its proportionate par tof other obligations and expenses of the Institute duly authorized or incurred '$prior to the adoption of such budget or resolution . r ~0C A

O


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ARTICLE I V

NEETINGS OF MEMBER S

Section 1 . The annual meeting of the members for the election ofdirectors and for the transaction of such other business as may properlycome before such meeting shall be held at 10 :00 A .M . on the second Thursdayin December each year beginning with the year 1977, or if that day shall bea legal holiday, then on the next succeeding business day .

Section 2 . Special meetings of the members of the Institute may becalled by the Board of Directors or the President or upon written requestto the Secretary of three members . Uponsuch .cal71 or request the Secretaryshall issue a notice of a special meeting to consider the business specifiedin such call or written request . All special meetings of the members shallbe held at such places withinor without the State of New York as the Boardof Directors may from time to time fix .

Section 3 . Notice of annual meeting or special meeting shall bemailed by the Secretary to each member at its last recorded address at least10 days before the time appointed for the meeting and shall contain a state-ment of the time and place and the business to be considered at such meeting .

Section 4 . One third~of the members of the Institute shall consti-tute a quorum at any meeting, and in case there be less than such numberpresent, the meeting shall be adjourned from time to time unless a quorumis present . -

Section 5 . The President of the Institute shall preside at eachmeeting of the members . If the President is absent from any meeting of themembers, such~other person who shall be chosen by the members :shall presidethereat . The Secretary, or in his absence such person as shall be designatedby the chairman of the meeting, shall act as secretary at each meeting of themembers and keep the minutes thereof .

Section 6 . The order of business of all meetings of the membersshall be, insofar as applicable, as follows :

1 . Cal l to order .

2 . Proof of notice of meeting .3 . Determination of quorum .4 . Approval of the minutes of the previous meeting .5 . Reports .6 . Election of Directors .7 . Other business .


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Section 7 . At each meeting of the members of the Institute, each~member shall be entitled to one vote in person or by proxy . Any member may,by instrument in writing filed with the Secretary, appoint one or more personsto vote for or on behalf of such member as and to the extent therein provided .

Such instrument may constitute the person or persons named as the proxy orproxies of such member for a specified meeting or for an indefinite period,not to exceed eleven months from the date of the execution thereof . Almatters, except those specified herein to the contrary, shall be decided bythe vote of a majority of the members present in person or represented byproxy and~entitled to vote, a quorum being present . Unless demanded by amember or directed by the chairman of the meeting, no vote need be byballot . On a vote by ballot each ballot shall be signed~by the member votingor by his proxy .

ARTICLE V

BOARD OF DIRECTOR S

Section 1 . The management of the business and~affairs of the Instituteshall be in the Board of Directors .

Section 2 . The Board of Directors shall, subject to the provision ofparagraph 5 of the Certificate of Incorporation, consist of twice the numberof directors as there are Class A members of the Institute plus the samenumber of directors as there are Class B members of the Institute . Directors

shall hold office until the annual meeting of the members next ensuing aftertheir election, and until their respective successors are elected and~shallhave qualified . Seven directors shall constitute a quorum for the transactionof business, but if at any meeting of the Board there shall be less than aquorum present, a majority of those present may adjourn the meeting from timeto time .

Section 3 . Vacancies in the Board of Directors, including vacanciesarising from an increase in the number of directors, shall be filled~by theBoard of Directors and the directors so chosen shall hold office until the nextannual election or until their successors shall be duly elected and qualified .

Section 4 . Meet ings of the Board~of Drect ors shall be held at such j d .place within or without the State of New York as may from time to time b e

fixed by resolution of the Board. Regular meetings of the Board of Directorsshall be held at such times as may from time to time be fixed by resolution ~of the Board ; and special meetings may be held at any time upon the call o fthe President or of any two directors, by oral, telegraphic or written noticeduly servedon or sent or mailed to each director not less than 2 days before


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the meeting . The notice of any regular meeting need not specify the purposesthereof . A meeting of the Boaramay be held without notice immediately afterthe annual meeting of the members at the same place at which such meeting isheld . Notice need not be given of regular meetings of the Board held at timesfixed~by resolution of the Board . Notice of any meeting of the Boardof Directorsshall not be required to be given to any director who shall attend the meetin gor who shall, either before or after such meeting, waive notice thereof in writingor by telegraph .

Section 5 . The Directors of the Institute shall serve without compen-sation except as to any Director who shall also be an officer or employee o rcounsel of the Institute .

ARTICLE'V I

EXECUTIVE CONIMITTEE

The Board of Directors, by resolution adopted by a majority of theentire Board, may designate from among its members an Executive Committeeconsisting of three or more directors, which to the extent provided in suchresoluti=shall have all the authority of the Board except as otherwise re-quired by law . Vacancies in the Executive Committee may be filled by theBoard~of Directors at any meeting of the Board . The Executive Committee shallkeep regular minutes of its proceedings and report the same to the Board ofDirectors when requested by the Board . The Executive Committee shall meetuponthe call of its Chairman or the President of the Institute . The presenceof a majority of the members of the Executive Committee shall constitute a

quorum for the transaction of business unless the Executive Committee shallconsist of any even number of members, in which case a quorum shall be one-half of the members .

ARTICLE VI I

OFFICERS, AGENTS AND EMPLOYEE S

Section 1 . The officers of the Institute shall be a President, on eor more Vice Presidents, a Secretary and a Treasurer, all of whom shall be $elected by the Board~of Directors and~who may or may not be members of the ~Boar&of .Directors . The Board of Directors may from time to time appoint on eor more Assistant Secretaries and one or more Assistant Treasurers and such ~ .)other officers, agents and employees as it may deem proper . Any two or moreoffices mabr be held by the same person, except the offices of President andSecretary or Assistant Secretary . G 3


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Each of such officers shall serve for a term ending with the nextannual meeting of the members of the Institute and until his successor shallhave been chosen andshall have qualified . Any vacancy in any office shallbe filled for the unexpired portion of the term of the Board of Directors .All officers, managers, Assistant managers and~ agents elected or appointedby the Board of Directors shall be subject to removal with or without causeat any time by the Board of Directors . All other agents and employees ofthe Institute may be removed at any time by vote of the Board of Directors,or by the officer appointing them

Section 2. The Board of Directors may employ legal counsel who shallbe responsible for the conduct of the legal affairs of the Institute, in-cluding all legal matters arising at or in connection with meetings of themembers or the Board of Directors and all legal advice required by the officersof the Institute .

Section 3 . Subject to such limitations as the Board of Director smay from time to time prescribe, the President may appoint or remove such otheremployees and agents as the business of the Institute may require, who shallhave such duties as the President or the Board of Directors may from time totime determine .

Section 4 . Subject to such limitations as the Board may from timeto time prescribe, each of the officers of the Institute shall have suchpowers and duties as shall pertain~to his respective office, as well as suchadditional powers and duties as may from time to time be conferred~or imposedby the Board of Directors . The Secretary shall be responsible for issuingagenda for all meetings and for keeping full and accurate minutes thereof,

copies of which shall be distributed to all members or to all directors, asthe case may be . The Treasurer and any Assistant Treasurer may be required togive bond for the faithful discharge of their duties, in such sums and wit]isuch surety or sureties as the Board of Directors from time to time mayprescribe .

Section 5 . The Board of Directors is authorized to determine thecompensation of all officers, counsel, employees and agents of the Institute,notwithstanding the fact that any such person may also be a director .

ARTICLE VII I

INDEMNIFICATIO N

Any personmade a party to any action, suit or proceeding by reasonof the fac t that he , his t estat or or i ntestat e, is or was a director, off icer

or employee of the Institute or of any corporation which he served as such atthe request of the Institute, shall be indemnified by the Institute against


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the reasonable expenses, including attorneys' fees, actually and necessarilyincurred by him in connection with the defense of such action, suit or pro-ceeding, or in connection with any appeal therein, except in relation tomatters as to which it shall be adjudged in such action, suit or proceedingthat such officer, director or employee is liable for negligence or misconductin the performance of his duties . The foregoing right of indemnification shallnot be deemed exclusive of any other rights to which such director, officer oremployee may be entitled apart therefrom . Any amount payable by way of in-demnity shall be determined~and paid in such manner as the Board'of Directorsof the Institute shall direct by resolution .

CHECKS, NOTES', ETC .

All notes, drafts, checks, acceptances, orders for the payment ofmoney, and all negotiable instruments obligating the Institute for the paymentof money shall, unless otherwise provided by the Board of Directors, be signedby the President or a Vice President and by the Treasurer or an AssistantTreasurer or the Secretary or an Assistant Secretary .

ARTICLE' X

CORPORATE SEA L

The corporate seal shall be in circular form and shall have inscribedthereon the name of the Institute and the words "Incorporated New York 1958' . "

ARTICLE X I

ANENDM EN T S

The By-Laws of the Institute may be amended, added to, rescinded orrepealed at any meeting of the members, provid'ed notice of the proposed changeis given in the notice of the meeting . Subject to the power of the members toalter, amend or repeal any By-Laws made by the Board of Directors, the Boardmay make By-Laws for the Institute and may from time to time alter, amend andrepeal any of these By-Laws . If any by-law regulating an impending electionof directors is adopted, amended or repealed_by the Board of Directors, thereshall be set forth in the notice of the next meeting of the members of theInstitute for the election of the directors, the by-law so adopted, amende dor repealed together with a concise statement of the changes made .


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CERTIFICATE OF INCORPORATION

O F


PURSUANT TO THE MEMBERSHIP CORPORATIONS LA W

------- 0000-------

'We, the undersigned, desiring to form a membershipcorporation, pursuant to the Membership Corporations Law,

.do hereby certify as follows :

1 . The name of the proposed co rporat ion is THE

TOBACCO INSTITUTE, INC .

2 . The purposes for which i t is formed are not for

pecuniary profit and are : to promote a bet ter underst and-

ingby the public of the t obacco indust ry and its place i n

the national_economy ; to cooper at e wt h gover nment al agen-cies and public officials wth reference t o the t obacco in-

dust ry ; to collect and dissemnate i nformation relat ingto

the use of tobacco ; to coll ect and dissemnate scientific

and medical mat erial r elat ingto tobacco ; to coll ect and

dissemnate informat ion relat ingto the tobacco indust ry

published o r rel eas ed by any gover nment al agency, feder al

or st at e, or derived fromother sources i ndependent of the

indust ry ; to collect and dissemnate i nformation relat ing

to legisl at ive and admnist rat ive developments, federal or

state, aff ectingthe tobacco indust ry ; to promote public

good wl l ; to carry on all or any of its activities and to

acquire, hold and dispose of such property (real , personal

and mxed) as may be r equisi te f or the conduct of its af fai rs,

in any of t he states, d istri cts, terr itories or possessio nsof the United Sat es, and in any and all foreign countries,

subject to the laws of such st ate, dist rict, terr itory, pos-

sess ion or country and otherwse t o do everythingnecessar y,

proper, advisable or convenient to carry out the purposes

herei nbefore set forth ; provided, however, that the corpora-

tion shall have no power to participat e i n any act ivity or

give consi derat ion to any mat ters r el at ingto the management

or control of any of its members or to the operat ions by any

of its members of thei r respect ive busi nesses , including

wthout limtation, matters r elat ingto the purchase, manu-

facture, transpo,rtation, advert ising pricingor marketin g

of tobacco or tobacco products .


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2

3 . The t erritory in which the operat ions of the

corporation will principally be conducted is the City ofNew York and the District of Columbia .

4 . The principal office of the corporat ion in New

York shall be located in the City of New York, County ofNew York and State of New York .

5 . The number of direct ors shal l be not less t han

3 nor more than 25 .

6 . The names and residence addresses of the personsconst ituting the Board of Drectors until the first annual

meeting of the corporation are :

Names Residence s

Mar tin J . Condon806Sweet bri er Road

Memphis, Tenn .

Joseph F . Cul lman I II Sleepy Hol lowRoadBriarcliff Manor, N . Y .

Benjamin F . Few665Sas co Hl l RoadSouthport, Conn .

Panos B . Gorgopulo 360Rver side DriveNew York 25, N . Y .

Bowman Ga yBook ber ryFarm

R . F D . 8Winston-Salem, N. C .

$

Lews Guber 67 0 Wst End Avenu e 0

New York 25, N . Y . Nell,

Paul M . Hahn 14Eas t 75t hSt reet U 7New York 21, N . Y .

Emery M . Lewis . 5004 Dunv egan Roa dLouisvlle, Ky

Joseph P . McCaul ey 222Munr o Boul evar d

Valley Stream, Li . I ., N . Y .


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Names Residence s

J . Whi tney P et er son Zacche us Mead Lane

Greenwich, Conn .

William T . Reed, Jr . Sab ot Hl l FarmSabot, Va .

Stephan C . Sephano 7305North 12th SreetMelrose ParkPhiladelphia 26, Pa .

7 . Al of the subscribers t o this cert ifi cate areof full age ; at least two-thirds of themare citizens of the

United States ; at least one of themis a resi dent of the Sateof New York ; and at least one of the persons named as direc-tors i s a c itizen of the United Sat es a nd a resi dent of the

State of New York .

IN WITNESS WHEREOF, we have made, signed and ac-

knowedged this certificate

Dated this 27th day of January, 1958 .

s/ Gordon W . Bicker tGordon W . Bicker t

1Janet C Brow nJanet C . Brow n

s R chard W Collin sRichard'W . Collin s

sl Melvin D . GoodmanMelvin D . Goodma n

s/ John P . Searn

John P . Stearns


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C i STATE OF NEW YORK )CITY OF NEW YORK : ss :

COUNTY OF NEW YORK )

On this 27th day of January, 1958, before me per-sonally appeared Gordon W . Bickert, Janet C . Brown, Richard WCollins, Melvin D . Goodman and John P . Stearns, the sub-scribers, to me known and known to me to be the persons whoexecuted the foregoing Certificate of Incorporation, an dthey severally acknowledged to me that they executed thesame .

s/ John Browninq

Notary PublicJOHN BROWNIN G

NOTARY PUBLIC, State of New YorkNo . 24-0462000

Qual ified i n Kngs Count y

Cert . filed with New York County Clerk

Commission expires March 30, 1959

(Seal )

L


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STATE OF NEW YORK )

COUNTY OF NEW YORK )

HORACE G . HITCHCOCK, being duly sworn', depose s

and says :

That he is at torney for Gordon W Bckert , Janet C

Brown, Richard W . Collins, Mel vin D Goodman and John P .

Stear ns, the parties who have si gned the f oregoing Certifi-

cat e of Incorporat ion ; that to the best of his knowedg e

and belief, no previous application for incorporation ofThe Tobacco Institute, Inc . has heretofore been made bysaid incorporators or any of them .

s/ Horace G . Hitchcoc k

Subscribed and sworn to beforeme this 27th day of January, 195 8

s/ John BrowningNotary PublicJOHN BROWNIN G

NOTARY PUBLIC, State of New York

No . 24-0462000Qual ified i n Kngs Count y

Cert . filed with New York County ClerkCommission expires March 30, 195 9

(Seal)


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I, ARONSTEUER, a J us t i ce of t he

' Supr eme Court of t he First Judi cial Dst rict, hereb y

approve the foregoing Certificate of Incorporation ofThe Tobacco Institute, Inc . and consent that the same

be fi led

Dated : New York, N . Y .January 28, 1958

s/ Aon Seue r

Justice of the Supreme :Courtof the State of New York


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C

1 .~

As revised by the Board of Dir .ectqrs - 5/15/7 6

BY-LA : - I S

orTtiE. TOBACCO INSTITUTE, IN C .

ARTICLE I .

OFFICE S

Section 1 . The Institu~ e shall maintain an . off ice in the Ct y of New York, State of New York . The Institute may also have an office .

in the City of Washington, District of Columbia, and also offices insuch other places .as the Board of Directors may from time to timedetermine .

ARTICLE I I

2IDIBE%SHIP

.

Section 1 . Any person, firn or corporation engaged in thebusiness of manufacturing and marketing .of cibarzttes, smoking tobacco,chewing tobacco or snuff shall be eligible to become a member of theI stitute upon such terms and conditions as are prescribed herein .Such person, firm or corporation shall present to the President awritten application, which application shall contain an agreement-sibned by the applicant to the effect that said applicant, if electedto membership, will fulfill and perforn all of the obligations andrequirements contained in the By-Laws of the Institute and any

aciendnents which may be made thereto . Such application shall st ate

the .basi s f or the eligibility of the applicant .

Sectioz~2 . Upon receipt of any application for membership theSecretary shall present such application for dztermination of theapplicant's eligibility by vote at the next regular meeting of'theBoard of Directors . The deter mnation of the applicant' s el igibilitywhich shall be based upon the definition of eligibility contained .herein to be applied on a uniform basis, and the effective date ofsuch member's election, shall be determined by a majority vote of allthe directors at the time being of the Institute . If the vote isfavorable, the Institute shall notify the applicant that the applica-tion has been approved . '

. Section 3 . . .iembership in the *Institute may be terminated by *resignation or as otherwise . provided in these By-Lziws . Al ri ghts of

membership shall cease upon termination of membership, but amembershall thereafter remain liable for dues and assessments to the extentprovided in Article III . Any member may, by giving written notice ofsuch intention to the Board of Directors, withdraw fror,i membershipeffective upon receipt of such notice or at any la :ter time specifie

dtherein


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Section 4 . Any member who shall fail tcwithin 30 days after the same become due sha :

Treasurer of the Institute . If payment is ncreceipt of such notification of nonpayment, ~,nonpayment to the Board of Directors . The Bcfurther notice and hearing, expel such membe

:sha11forfeitallriglitsandprivilegesofm(

right of the Institute to collect from him~a

Section 5. The members who as of the d, ;would be subject to assessment for Additionaof Article III of these By-Laws (whether or ractually made), shall as a .group constitute"Class A members") for the purpose of electiishall be entitled to elect twice the number imembers . The members not subject to such as,constitute a separate membership class (theof electing directors . The Class B memberssame number of directors as there are Clas s

ARTICLE II :

D U E S

Section l . Each member elected pursumdues (a) in the amount of $100 or (b) at thecent for every thousand tax-paid cigarettesthousand poi .ands of manufactured tobacco prod-calendar year, whichever of (a) or (b) shall be larger . Annual dues shallbe payable in equal semi-annual installments within the first thirty days ofeach half-yearly period .

If a member's estimated production of tax-paid cigarettes has been morethan two billion for the preceding calendar year ., it shall also be li able forAdditional Dues, as hereinafter provided .

Additional . Dues may be assessed from time to time for any calendar yearafter 1957 by the Board of Directors after determining the difference betweenthe Institute's budget for such year and the estima,ted income of the Institut efor such year from sources other thm Adclitional . Dues . Any deficit in suchbudget as made and revised from time to time may be assessed as Additional Dues 0against each member liable for Additional Dues in the amount of a ; percentage of -(]~its annual dues for the calendar year in which the assessment of Additional r,JDues is made, said percentage to be set by the Board of Directors and to appl yin determining the amount of Ad'ditiona] . Dues due from each member liable thereforUpon assessment of Additional Dues, each~ member sha71, be promptly notified of thepercentage of its annual dues which is assessed as Additional Dues and paymentthereof shall be due within thirty days after notice but not before January 1of the calendar year for which assessed .

No member or former member of the corporation shall have any obligationexcept for dues fixed or assessed as provided in this Article .


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Section 2 . The Institute's budget for each calendar year shall bedetermined, and may be revised from time to time .before or .during suchcalendar year, by the Board of Directors of the Institute .

Neither the Board of Directors nor any officer, agent or employee of theInstitute shall have any authority to create obligations beyond :those provided

for in any budget, except that the Board of Directors'by resolution ma y

authorize the creation of specific obligations . Each member shall be promptly

notified of the budget when so made or revised and of any resolution authorizingthe creation of any obligation .

Section 3 . Upon termination~of membership, a former member shall remainliable for dues and assessments thereafter to the extent necessary to coverany obligation created or expense incurred prior to the effective date ofsuch termination ; provided, however, that any member may, within ten daysafter notice of said original or revised budget or resolution, file inwriting with the Secretary of the Institute its dissent therefrom and itsresignation from the Institute, in which case such member shall not be liablefor any new obligation or expense so authorized and shall only be liable forsuch portion of dues and assessments thereafter as shall represent itsproportionate part of other obligations and expenses of the Institute dulyauthorized or incurred prior to the adoption~of such budget or resolution .

ARTICLE I V

c

MEETINGS OF MEMBER S

Section 1 . The annual meeting of the members for the election~of directorsand for the transaction of such other business as may properly come before suchmeeting shall be held at 10 :00 A . M . on the first Thursday in December each yearbeginning with the year 1976, or if that day shall be a legal holiday then onthe next succeeding business day .

Section 2 . Special meetings of the members of the Institute may be calledby the Board of Directors or the President or upon written request totheSecretary of three members . Upon such call or request the Secretary shall issuea notice of a special meeting to consider the business specified in such call orwritten request . All special meetings of the members shall be held at suchplaces within or without the State of New York as the Board of Directors mayfrom time to time fix .

Secti~on 3 . Notice of annual meeting or special meeting shall be mailedby the Secretary to each member at its last recorded address at least 10days before the time appointed for the meeting and shall contain a statementof the time and place and the business to be considered at such meeting .

Section 4 . One third of the members of the Institute shall constitut ea quorum at any meeting, and in case there be less than such number present ,the meeting shall be adjourned from time to time unless a quorum is present .

r )

Section 5 . The Presi dent of the Institute shall presi de at each ~ n

meeting of the members . If the President is absent from any meeting of themembers, such other person who shall be chosen by the members shall presidethereat . The Secretary, or in his absence such person as shall be designated


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by the chairman of the meeting, shall act as secretaxy at each meetin~ ; ofthe members and keep the minutes thereof .

Section 6 . The order of business of all meetings of the membersshall be, insofar as applicable, as follows :

1 . Call to order .2 . Proof of notice of meeting .3 . Determination of quorun .

4 . Approval of the minutes of the previous meeting .5 . Reports .6 . Flectionof Directors .7. Other business .

Section 7 . At eachimeeting of the members of the Institute, eachmember shall be entitled to one vote in person or by proxy . Any membermay, by instrument in writing filed with the Secretary, appoint on eor more persons to vote for or on behalf of such member as and to theextent therein provided . Such instrument may constitute the personor persons named as the proxy or proxies of such member for a;,pecified meeting or for an indefinite period'y not to exceed elevenmonths from the date of the execution .thereof ; All matters, exceptthose specified herein~ to the contrary, shall be decided by th evote of a majority of the members present in person or represented byproxy and entitled to vote, a quorum being present . Unl :ess demandedby a member or directed by the chairman of the meeting, no vote needbe by ballot . On a vote by ballot eachlba7,lot shall be signed b y

the member voting or by his prox y .

ARTICLE V

BOARD OF DIRECTOR S

Section 1 . The management of the business and affairs of theInstitute shall be in the Board of Directors .

Section 2 . The Board of Directors shall, subject to the provisionof paragraph 5 of the Certificate of Incorporation, consist of twicethe number of directors as there are Class A inembers of the Instituteplus the same number of directors as there are Class B members of theInstitute . Directors shall hold office until the .annual meeting o f

the members next ensuing after their election, and'until their respectivesuccessors are elected and shall have qualified . Seven directors sha .llconstitute a quorum for the transaction of business, but if at anymeeting of the Board there shall be less than a quorum present, amajority of those present may adjourn the meeting from time to time .

0


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S

CSection 3 . Vacancies in the Board of Directors, . including

vacancies arisxng from an increase in the number of directors,shall be filled by the Board of-Di-rectors and the directois sochoscn shall hold office until the nex .t annual election or untiltheir successors shall be duly elected and qualified .

Section 4 . :4eetings of the Board of Directors shall be held

at such place within or without the State of New York as may fromtime to time be fixed by resolution of the Board . Ite-ular meetingsof the Boar6of Directors shall be held at -such times as may fromtime to time be fixed by resolution of the Board' ; and specialmectings may be held at any time upon the call of the Presiden tor of any two directors, by oral, telegraphic or written noticeduly served on or sent or mailed to each director not less than 2days before the meeting . The notice of any regular meeting r .eed

not specify the purposes thereof . A meeting of the Board may beheld without notice immediately after the annual meeting of membersat the same place at which~ such meeting is heldi . : :otice need not begiven of regular meetings of the fioard held at times fixe&byresolution of the Board . 't otice of any meeting of the Board ofDirectors shall not be required to be given to any director whoshall attend the meeting or ia :-co sI' :,all, either before or after suchn{eting, x, :ai ;-e notice tiiercof in writing or by telegraph .

cSection 5 . tac -Directors of the Institute shall serve without

compensation except as to any Director who shall also be an officeror employee or counsel of the Institute .

I :P .TICLE V I

EXECUTIVE CO :BIITTL E

The Board of Directors, by resolution adopted by a majorityof the entire Board, may designate from among its members anExecutive Committee consisting of three or more directors, whichto the extent provid'ed in such resolution shall have all th eauthority of the Board except as othenJise required by law . Vacanciesin the Executive Committee may be filled by the Board of Director s

. at any meeting of the Board . The I xecutive Com :nittec si tal l keep

regular mnute s of ' its proceedi ngs and r eport t he same to th e Boar d

of Directors when requested by the Board . The Executive Committee -shall meetupon the call ofitsCiiairman or the Presidentofth

Institute . The pr esence of a major ity of the members of the LExecutive Committee shall constitute a quorum for the transactio nof business unless the Executive Committee shall consist of an cvennumber of members, in which case a quorum shall be one-halfof themembers .


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G

ARTICLE VI I

OFFICERS, AGIi:dTS NO Bi7P7AYEB S

Section 1 . The officers of the Inst itute shall be a Presi dent,one or more Vice Presidents, a Secretary andia Treasurer, all ofwhom siiall be clected by the Board of Directors and who may or may

not be memhers of the Board of Directors . 'i'tae Board of Directorsmay from time to time appoint one or more Azasistant Secretarie s

and one or more Assistant Treasurers andsuch other officers,agents and employees as it may de--r,i proper . Any two or moreoffices may be held by the same par .son, except the offices ofPresident and Secretary or Assistant Secretary .

Each of such officers shall serve for a term ending with thenext annual meeting of the members of the Institute and until hissuccessor shall have been chosen and sb1l1 have qualifie& . Anyvacancy in any office shall be filled for the unexpired portion ofthe term~ b}* the Board of Directors . Al officers, r ana ;ers,Assistant managers and agents elected or appointed by the B'oard ofDirectors shall be sr .bject to removal with or x- :ithout cause at anytir:ie by the Board of P .ir ectors . All oti,er agents and employees ofthe Institute may be removed at any time by vote of the Board ofDirectors, or by the officer appointino them .

Section 2 . The Board of Directors may cmplo ;t leGal counsel

who sl :all be responsible for the conduct of the legal a f fairs ofthe Institute, includin ; all legal matters ari sing at or i nconnection with r :ieetinbs of the members or the Board of Directorsand all legal advice requirediby the officers of the Institute .

Section 3 . Subject to such limitations as the Board ofDirectors may from time to time prescribe, the President may appointor remove such other employees and ; agents as the business of theInstitute may require, who shall have such duties as the Presidentor the Board of Directors may from time to time determine .

Section 4 . Subject to such limitations as the Board may fromtime to time prescribe, each of the officers of the Institut e

.shall have such powers and duties as shall pertainto his respectiveoffice, as ~ :ell as such additional poiYers and, duties as may froim

time to time be conferred or imposed by the } ;oar&of Directors .The Secretary shall be responsible for issuing agenda for allmeetin-s and for l :eeping full and accurate minutes thereof, copiesof which shall be distributed to all members or to all directors,as the case i- .iay be . The 'lrcazurcr and any Assistant Treasurer maybe required to Sive bond!for the faithful discharge of their duties,in such sums ~ .nd with such surety or suretics as the *Board of

Directors f ro!,i timo . to time may prescribe .


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Section 5 . The Board of Drect ors i s au thorized to det ermne

the cof :lpen .riltion of '11 :1 officers, couns, .cl, employees and agent s

of the Institute, notwithstanding the fact that any such personmay also be a!dircctor .

Al'+TICLF: VII I

IlNDL?~24IrICATI0i1 '

Any person made a party to any action, suit or proceeding byreason of the fac t that he, his t estat or or intestat e, is or wa sa director, officer'or employee of the Institute or of any corpora-tion which he served~as such at the request of the Institute, shallbe indemnified by the Institute against the reasonable expenses,including attorneys' fees, actually and necessarily incurredby him

in connection with the defense of such action, suit or proceeding,or in connection with any appeal therein, except in relation tomutters as to which it shall be adjudged in such action, suit orproceeding that such officer, director or e~ :ployee is liable fornegligence or risconuuct in the i?erfornance of hi :s duties . 'Pheforegoing right of indemnification shall not be deemed exclusive ofof any other ri-ats to %hich such c' .irector, officer or employee maybe entitled apart t : erefro n . Any amount payable by way of indemnitys :tall be determined and paid in such waliner as the i ;oard ofDirectors of the Institute shall direct by resolution .

ARTICLE I X

CHECKS, : :OTES, ETC .

All notes, d-rafts, checks, acceptances, orders for the pa ;-mentof r .ioney, and all ncgotiable instrur :ients obligating the Institutefor the payment of money shall, unless othern4ise provided by theBoard of Directors, be signed by the President or a Vice Presidentand by the Treasurer or an Assistant Treasurer or the Secretar yor an Assistant Secretary .

Ar,TICLE' X

CORPORATE SEA L

The corporate seal shall be in circular form and shall haveinscribed thereon the naine of the Institute and the words"Incorporated! i :cw York 1958 ."

.


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8

AI:TICLI . X I

M - d;idl3:TI :T S

The By-Laws of the Institute may be amended, added to,rescinded or repealed at any jneetinC of the nembers, provided-notice of the proposed change is ;iven in the notice of themeetint, . ' Subject to the power of the members to alter, amend orrepeal any By-Laws made by the Board of l :irectors, the Board maymake By-Laws for the Institute and may from time to time alter,amend and repeal any, of tiftese By-Lw,7s . If any by-lala regulating animpending election of directors is adopted, amended or repeale d

by the Board of Directors, there s : ;all be set fort h in the noticeof the next rzeetinc, of the members of the Institute for th e

election of the directors, the by-law so adopted, amended or repealedto~ether with a concise statement of the chanSes made .


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iBoard of Di rec tor s

Q~~~~q~vonq

/


38/216

'IHE TOBACC& INSTITUTE, INC .

MI=S OF THE THIRTY-EIGH'IH MEET11IG OF THEB O A R D ' O F D ~ ~I R EC T O R S

The Thirty-eighth Meeting of the Board'of Directors of The

Tobacco Institute, Inc ., was held at the Warwick Hotel, New York City,

on December 9, 1976, at 10 :15 A .M .

The following members of the Board of Directors were present :

Messrs . Louis F . BantleStuart F . BlochJoseph E . EdensW . Brooks GeorgeGeorge B . Georgopul oWilliam D . HobbsCharles I . McCartyRoss R . Mi .llhiserRobert A . RechholtzColin StokesPreston R . Tisc h

There were also present Messrs . DeBaun Bryant and Ernest Pepples of

Brown & Williamson Tobacco Corporation ; Joseph Greer of Liggett & Myers

Tobacco Company, Inc . ; Arthur J . Stevens of Lorillard, A Division o f

Loews Theatres, Inc . ; Thomas F . Ahrensfeld, James C . Bowling and Alexander

Holtzmanof Philip Morris Incorporated ; Max H . Crohn, Jr ., C . Dennis

Durden, James R . Peterson and H . C' . Roemer of R . J . Reynolds Tobacco

Company ; James Chapin and'Ralph Rossi of United States Tobacco Company;

Marlow W . Cook and David~Hendersonof Cook and Henderson ; Donald Hoe l

and William W . Shinn of Shook, Hardy & Bacon; William A . 0'Flaherty of

3bbacco Tax Council ; Horace R . Kornegay, President of The Institute ;

B . D . Cunins, 'Ireasurer of The Institute ; Kathryn R . Golden :, Secretary


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-2-

of The Institute ; Earle C . Clements, Frankllin B . Dryden, Anne H .

Duffin~, J .C .B . Ehringhaus, Jr ., William H . Hecht, Donna Hild'erley,

Marvin~ A . Kastenbatun, William Kloepfer, Jr ., John F . Mills, Frederick

Panzer and Charles L . Waite, M .D ., of The Inttitute ; and Stanley L .

Temko, of counsel to The Institute .

M r . Kornegay acted as Chairman of the meeting and~Mrs . Golden

acted as secretary and recorded the minutes .

M r . Kornegay stated that the minutes of the Thirty-seventh

Meeting of the Board of Directors, heid May 15, 1976 in White Sulphur

Springs, West Virginia, had been mailed to all members . There being

no additions or corrections, andwithout objection, the reading of the

minutes was dispensed~with and the minutes were approved .

The Chairman announced!that the first order of business was

the election of officers of The Institute . Thereupon~, upon motion duly

made and seconded, it was unanimously

RES O LVED; That the following persons be, and they hereby

are, elected to the offices of the Corporation set forth after

their respective names to serve until the next annual meeting

of the members of the Corporation and~until their successor s

have been chosen and shall have qualified :

Horace R . 1


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-3-

B . D . Cmmins Treasu reB . E . Bacon Assistant Treas urerKathryn R . C'o] .den Secret ar yIbnna Hlder ley Assi st ant Secret ar y

F U RT H E R R E S O LV E D ; That the Treasurer shall not be

requiredto give bond for the faithful discharge of his

duties and that the Assistant Treasurer may at the discre-

tion of the Treasurer be required to give bond for the

faithful discharge of his duties in such stun and with such

security as the Treasurer may fr=time to time prescribe .

The next order of business was the election of the members o f

the Executive Connittee . Thereupon, upon motion duly made and seconded,

it was unanimousl y

RESOLVED, That the following members of the Board

shall constitute the Executive Conunittee of the Board until

the next Annual Meeting of the Board and until their

successors have been chosen and shall have qualified :

Joseph E . Edens, Chairma nCharles I . McCarty, Vice ChairmanLouis F . Bantl eJoseph~ F . Cullman 3rdW . Brooks GeorgeWilliam D. HobbsCurtis H . Judg eRoss R . ' llhiserRobert A . RechholtzW . D . RossonArthur E . SloatColin StokesPreston R . Tisc h

President Kornegay announced that Mr . Judge, the Chairma n

of the Executive Committee, was recuperating from surgery and was unable

to be at the meeting . Mr . Kornegay said that Mr . Judge had asked that

his best wishes be extended to those at the meeting and that he had


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C

personally written~a message for the group, to be delivered by Mr .

Stevens, Mr . Kornegay thereupon called on Mr . Stevens, who reported on

M r . Judge's surgery and the progress of his recovery, and then delivered~

M r . Judge's message, which eloquently thanked all of the members and the

staff for their cooperation duming the year, and slurunarized the year's

accomplishments and the tasks that still lay ahead . Mr . Judge' s

statement was receivedlwith~applause, and Mr . Kornegay expressed gratitude

to Mr . Stevens for bringing the message to the group ,

The group expressed satisfaction at hearing of the rapid

recovery of Mr . Judge, and suggested that it would be desirable to convey

greetings to Mr . Judge from the Board, both to wish hnm well and to

express appreciation for the significant con .tribution that he had made as

Chai,man of the Executive Committee during the past two years . Thereupon,

upon motion duly made and seconded, it was unanimousl y

RESOLVED, That the members of the BoaYd~ extend greetings

from the Annual Meeting to Curt Judge, admonishing hi2n to

take care of himself, and wishing him a continued speedy

recovery ;

FURT HER RESOLVED, That the Boardexpress its appreciatio n

to Curt Judge for his wise guidance and intensive service as

Chairznan of the Executive Committee during the most busy and

productive period, and, in particular, its thanks for the

personal dedication and selflessness with which he devoted

so much of his effort and wisdom to the affairs of The

Institute .

President Kornegay was directed to convey the sentiments of the meeting

to Mr . Judge .


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M r . Kornegay introduced to the meeting David Henderson,

who is retiring from Congress at the endof this year, after a long

and'distinguished tenure in the House . Mr . Henderson is remaining in

Washington in a partnership with Marlow Cook .

The President gave his report on Institute activities and

governmental and other developments during the year . He observed

that this would~be the first Annual Meeting of The Institute to b e

held just prior to the inauguration of a new Federal Adrninistration, and

commented on the election returns, including various changes that

occurred in the Congress . Mr . Kornegay then discussed the legislative

outlook, including the types of bills that might be introduced in the

coming Congress and developments in the state legislative area . H

emphasized~the continuing efforts to enact laws or regulations dis-

criminating against and infringing upon the rights of smokers . In

dealing with this general area, Mr . Kornegay also :comnented on the

present status of the current proceeding before the Civil Aeronautics

Boardinvolving additional proposals to~restrict or prohibit smoking .

M r . Kornegay discussed the activities during the year by the Institute

staff, including work in~the areas of science and statistics, the increase d

activities of the Communications staff, and the efforts in the state

relations area .

Followirg Mr . Kornegay's report, there were questions from

the group :relating to the matters covered, which were responded to by

M r . Kornegay and the Institute staff .

The President called upon Mr . Ctmmins for the report of the

Treasurer andof the Budget Committee . The Treasurer summarized cash


43/216

-6-

balances, receipts and~disbursements through~November 30, 1976, with

estimates for the monthof December . He then presented the proposed

1977 budget for the Institute, as amended andapprovedby the Budget

Conanittee, and recommended by the Budget Committee to the Board for

approval . Thereupon, upon rmtion duly made and seconded, it was

unanimousl y

RESOLVED, That the proposed Institute Budget for 1977,

consisting of "Administration," "General" and "Public Relations"

sections, be and hereby is adopted .

FURTHER RESOLVED, That the President, with the concurrence

of the Trea~ .surer, is authorized to approve any expenditure in -

excess of any individual budgeted item~in the "Adninistration,"

"General" or "Public Relations" sections of the budget, with or

without the approval of the Executive ConIInittee ; provided : That

the President or Treasurer shall request the approval of the

Executive Committee before allowing any expenditure which would

result in total expenditures in any of the "Administration,"

"General" or "Public Relations" sections in excess of the total

amount budgeted under the particular section .

RESOLVED, That there should be, and there hereb y

is, authorized an~assessment of Additional Dues in the amount of

1,335 per cent of the annual dues of inembers liable for addi-

tional assessment, with payment to be made in such installments

and~on such d'ates as are determined by the Treasurer .

M r . Kornegay called for reports from the Institute Committees .

The only Comnittee which had a matter to report to the group was the

Pension : Coriunittee . Mr . Bryant, Chairman of the Pension Committee,


44/216

-7-

C

reported that it recorrunended~Board approval of various amendments to

the Institute's Pension Plan and related Trust Agreement that should be

made in order to comply withIERISA requirements . Thereupon, upon

rmtion duly made and seconded, it was unanimousl y

RESOLVED, That the 'Ibbacco Institute's Employees' Pension

Plan and related Trust Agreement is hereby amended and restated

effective January 1, 1976, as set forth in the attached restate-

ment of the Plan and Trust Agreement, subject to the issuance of

a deterrrnination by the Internal Revenue Service that such amend-

ments would not adversely affect the quali;fication of the Plan

under the provisions of Section 401(a) of the Internal Revenue

Code of 1954 or the exemption from taxation of the Trust under

Section 501(a) of the Internal Revenue Code of 1954, and subject

to such further amendments as may be required by the Internal

Revenue Service as a condition to the issuance of the determina-

tion described above; an d

FURTfiLR RESOLVED, That the President is authorized to take

such actions as may be necessary or appropriate to implement the

foregoing resolution .

Mr . Kornegay announced the appointment of the following

members to~ constitute Institute committees :

Budget Committe e

B . D . Cu7unins, ChairmanJohn V . Blaloc kJames C . BowlingM . Alfred PetersonRalph L, . Ross iT . Zachary SmithDavid M . Welsh


45/216


46/216

-9-

respecting the application of any instrunent executed in~virtue

of this resolution, or of the proceeds therefrom, nor be under

any obligation to see to the application of such instruunent or

proceeds .

M r . Temko also reported to the meeting that the Helme

Products, Inc . membership in the Institute will now be carried in th e

name of General Cigar 6 Tobacco Company, A Division of

Corporation .

o ~ n

M r . Temko stated that various new employment contracts and

amendments to existing contracts had been entered into pursuant to the

reconmr-ndations of the Executive Committee since the last meeting of

the Board . He suggested that it would be desirable for the Board to

ratify these contracts and amendments . Thereupon, upon rmtion duly

m3de and seconded, it was unanimousl y

RESOLVED, That the Amendment dated November 29, 1976, to

the Agreement between The Tobacco Institute, Inc . and William H .

Hecht, dated December 22, 197&, be, and hereby is, approved and

ratified ;P'URTHER RESOLVED, That the Amendment dated November 29, 1976,

to the Agreement between The Tobacco Institute, Inc . and J . C. B .

Ehringhaus, Jr ., dated December 20, 1972, be, and hereby is ,

approved and ratif ied :

FURIHER RESOLVED, That the Amendment dated December 8, 1976,

to the Agreement between The Tobacco Institute, Inc . and

Franklin B . Drryden, dated Debruary 5, 1975, be, and hereby is,

approved and ratified ;


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C

FURTHER RESOLVED, That the Amendment dated December 8, 1976,

to the Agreement between The Tobacco Institute, Inc . and Marvin

A . Kastenbatun, Ph .D ., dated~October 11, 1974, be, and hereby is,

approved and ratified ;

FURTHER RESOLVED, That the Amendment dated December 8,

1976, to the Agreement between The Tobacco Institute, Inc . and

John F . Mills, dated November 15, 1974, be, and hereby is,

approved and ratified ; -


1976, to the Agreement between The Tobacco Institirte, Inc . and

Frederick Panzer, dated July 29, 1974, be, and hereby is,

approved and ratified! ;

FURT= RESOLVED, That the Agreement dated December 8,

1976, between The Tobacco Institute, Inc . and Charles Waite,

M .D ., be, and hereby is, approved and~ ratified ;


1976, to the Agreement between The Tobacco Institute, Inc . and

Horace R . Kornegay, dated November 13, 1974, be, and hereby is,

approved and ratified ; an d

FURTHER RESOLVED, That a copy of each of the Agreements and

Amendinents hereby approved and ratified be annexed to these minutes

and be made a part thereof .

M r . Kornegay in Er-10C uced William A . 0'Flaherty, President o f

the Tobacco Tax Council . Mr . 0'Flaherty commented on state tax develop-

ments, with particular emphasis on the problem of the bootlegging of

cigarettes . He also referred to some of the plans being considered by


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-11-

the Tobacco Tax Council for the coming year .

M r . Edens brought to the attention of the meeting that

David R' . Hardy, who hadbeen so intimately involved inthe affairs of

the industry for many years, had passedaway in September . Mr . Edens

mentioned the deep affection and high respect all had for Davi d

Hardy, not only in terms of his many contributions to the well-being of

the industry, but also because of his warmand deep personal relation s

with so many in the Institute and in the member companies . The m :~EIID :Z I

of the Institute and the industry had been well representedat the

memorial services for Mr . Hardy in Kansas City, where the pastor o f

hi s

and

church had truly recognized the worth of the man in a most sensitiv e

fitting eulogy . Thereupon, upon motion duly made and seconded, i t

was unanimousl y

RESOLVED, That The Tobacco Institute mourns the loss of

David R . Hardy, who was truly a man for all seasons -- a giant

at the bar, with an outstanding local and national reputation,

a strong force for good in the life of his own city and state,

and a universally recognized expert in many areas of the law ;

F[JRIHE2 RESOLVED, That all those associatedwith the

Institute express their appreciation for the invaluable and :

mature judgment that David Hardy brought to its deliberations,

and the singular contributions that he made to the Committee of

Counsel and other Institute activities, and those in the

Institute and its members, together with his legion of friends

in the tobacco industry, will sorely miss his continued good

fellowship and human understanding ; and

-$'CCra

C

.,~

C0 -+


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FUR7HER RESOLVED, That the President of the Institut e

convey to the family of Mr . Hardy and to his o a ers the senti-

ents and condolences of the members of the Institute .

The meeting then stoodlin silent tribute to the merrory of David

Hardy .

In the same spirit, Mr . Millhiser observed that this was the

first meeting of the Board of Directors since the death of Edwin P .

Finch earlier this year . He mentioned the debt owed by the Institute

and'the in3ustry to Mr . Finch, who had beenso positive a force in the

activities of the Institute and in representing the industry . There-

upon, upon motionduly made and seconded, it was unanimousl y

RESOLVED, That the Boardlof Directors of the Institute moimns

the loss of their colleague and longtime friend, Edwin-P . Finch,

who made such valuable contributions to the vxmk of the Institute

and to the iriterests of the tobacco industry ;

FURTHER RESOLVED, That the Board express its appreciation

for the important services rendered by Mr . Finch to th e

Institute in so many capacities, culminating in his service as

Chairman of the Executive Comanittee of the Institute ; an d

FU P.'IIHER RESOLVED, That the President of the Institute be

directed~to convey the sentiments of the group to Mrs . Finch .

The group rose in tribute to the memory of Mr . Finch .

The dates for the meetings of the Executive Comnittee in~

1977 then were discussed . The dates approved for the meetings were :

April 19, 1977 Washington, D C .June 23, 1977 NewYork C tySeptember 29, 1977 Washington, D . C .December 8, 1977 New York City


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President Kornegay observed .that Jack Roemer and DeBaun

Bryant had resigned from the Committee of Counsel after long periods

of most valuable and dedicated service . On behalf of the staff and

all of the Institute's members, he extended to them the appreciation

of all for their significant contributions . Mr . Kornegay also

welcomed to the Committee of Counsel its newly appointed members, Max

Crohn, Ernest Pepples and James Chapin .

On~behalf of the staff, M . Kornegay expressed deep apprecia-

tion to the members of the Institute, to the Board, and to the Executive

Committee for their unswerving support during the past year, and said

that the Institute looked forward to another year filled with much

constructive activity . He reemphasized the dedication of the Institute

to render service for the industry . The President expressed his

personal appreciation for the attendance at the meetings of the

Institute of a group of extremely busy executives and said that the

support of the members was a source of inspiration to the staff .

M r . Kornegay then welcomed Mr . Edens as the new Chairman

of the Executive Committee . Mr . Edens respondedthat he looked

forward to working with the Board'and with the Institute staff .

He welcamed any suggestions as to operations, and solicitedthe

continuing cooperation and assistance of all .

Plans for the February meeting at Inniisbrook were

discussed, with Mr . Dryden speaking briefly on the program

for the meeting .


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President Kornegay closed the meeting by wishing all the

most happy of Holiday Seasons .

There being no further :business, the meeting was adjptmned .

~ ~~t~~~


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J .C .B . Ehringhaus, Jr ., Donna Hilderley, Larry P . Horist, Marvin A .

Kastenbaum, William Kloepfer, Jr ., . Paul Knopick, Walker Merryman,

Raymond A . Oliverio and Frederick Panzer of The Institute ; an d

H . Thomas Austern and Stanley L . Temko, of counsel to The Institute .

M r . Kornegay acted as Chairman of the meeting and Ms .

Golden acted as secretary and recorded the minutes .

M r . Kornegay stated that copies of the minutes of the

Thirty-sixth meeting of the Board of Directors, held in New York

City on January 29, 1976, had'been sent to each member of the

Board . There being no additions or corrections, the reading of

the minutes was dispensed with and the minutes were approved .

President Kornegay reported on developments of interest

since the January meeting of the Board . He indicated that there

were three areas to be covered : federal congressional and agency

activities, state matters, and activities in the communication s

area . Mr . Kornegay discussed the federal- governmental area, reporting

on the scheduled hearings on S . 2902, the Hart/Kennedy measure to

increase tobacco taxes, at which Mr . Judge was to present a state-

bent on behalf of .the industry . He also referred to the passag e

of the Consumer Product Safety Commission Improvements Act of 1976,

which expressly excludes "tobacco and tobacco products" from th e

Commission's jurisdiction . 42^

M r . Ehringhaus then discussed state and local government

developments . He emphasized the proliferation of anti-smoking

proposal s at t hese levels, part icularl y those se eking to limt or ~

outlaw smoking in various places .


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C

M r . Kloepfer summarized the Institute's communication

activities . He reported on films and industry publications and

the current status of the proposed new publication, The Tobacco

Observer .

M r . Judge, Chairman of the Executive Committee, reported

briefly, stating that the matters which he would have summarized~

had been covered in Mr . Kornegay's report . Chairman Judge thanked

members of the Institute staff who had been responsible for the

arrangements for the Spring Meeting . On behalf of all the Institute

members, he also expressed appreciation to the entire staff of the

Institute for continuing to perform in an outstanding manner . .

Chairman Judge referred' .to the preparation of the industry statement

on S . 2902, and voiced his thanks for the willing and generous

cooperation of all those in the industry .

M r . Cummins was called upon for the report of the Treasurer

and of the Budget Committee . He stated that the Budget Committe e

had met during the week, had reviewed the budget and expenditures

since the start of the year, and had made certain revisions calling

for modest increases in a few items . The Treasurer also reported

that, although the Board had approved at the January meeting an

assessment of additional dues in the amount of 1,285 per cent, the $

current review by the Budget Committee indicated that the assessment 0

of additional dues for tye year should not exceed 1,200 per cent .

He further reported that the Budget Committee recommended approval

of the budget as so revised .


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-5-

before such meeting shall be held at 10 :00 A .M .

on the first Thursday in December in each year

beginning with the year 1976, or if that day

shall be a legal holiday then on the next

succeeding business day . "

M r . Kornegay then introduced to the meeting new

Institute staff members Paul Knopick, editor of the new publica-

tion, Anne Browder and Walker Merryman, speakers, and Larry Horist

and Ray Oliverio, field area representatives . Mr . Kornegay also

announced that next year's Spring Meeting is scheduled for The

Greenbrier, with the tentative starting date being Wednesday ,

May 18 . It was suggested that consideration be given to the

desirability of possibly changing what has been the Spring Meeting

to sometime earlier in the year, possibly in February .

In closing the meeting, Mr . Kornegay, on behalf of all

members of the staff, expressed his sincere appreciation for the

continued support which the members of the Executive Committee,

the Board, and the member companies had given to the Institut e

staff .

There being no further business, and without objection ,

the meeting was thereupon adjourned .

4Q-

Secret'ary

9


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MINUTES OF THE THIRTY-SIXTH MEETING OF THEBOARD OF DIRECTOR S

c

The Thirty-sixth Meeting of the Board of Directors of The Tobacco

Institute, Inc ., was held at the Regency Hotel, New York City, on

January 29, 1976, at 110 :45 A .M .

The following members of the Board of Directors were present :

Messrs . Stuart F . BlochJoseph F . Cu!llman 3rdJoseph E . Ed'en sW . Brooks GeorgeG . B . Georgopulo

.Curtis H . JudgeRoss R . MiillhiserRobert A . RechholtzArthur E . Sloa t

There were also present Messrs . DeBaun Bryant of Brown & Williamson

Industri es, I nc . ; B . D . Cummins and Ernest Pepples of Brown & Williamson

Tobacco Corporation ; Raymond Mulligan of Liggett & Myers Incorporated ;

Joseph Greer of Liggett & Myers Tobacco Company, Inc . ; Arthur J~ . Stevens

of Lorillard, A Division of Loews Theatres, Inc . ; Thomas F . Ahrensfeld,

James C . Bowliing,and Alexander Holtzman of Philip Morris Incorporated ;

H . C . Roemer, Jr ., and~ Charles B . Wade, Jr ., of R . J . Reynolds

Industries, Ilnc . ; Thomas OGrady of United States Tobacco Company ;

William W . Shiinn of Shook, Hardy & Bacon ; Horace R . Kornegay, President

of The Instiitute ; Kathryn R . Golden, Secr et ary of The Inst itute ; Earle C .

Clements, Franklin B . Dryd'en, J . C . B . Ehringhaus, Jr ., Donna Hlilderley,

Wi l l iam Klocpfcr, Jr ., and John F . Mi lil s of The Iinsti tute ; and Richard F .


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Brady and Stanley L . Temko, of counsel to The Institute .

M r . Kornegay acte&as Chairman of the meeting and Mrs . Golden acted

as secretary and recorded the Minutes .

M r . Kornegay statedthat the minutes of the Thirty-fifth meeting of

the Board of Di~rectors, held May 21, 1975, in Whiite Sulphur Springs, West

Virginia, had been maited to all members . There being no additions or

corrections, andiwithout objection, the reading of the minutes was

dispensed with and the minutes were approved .

The Chairman announced that the first order of business was the

election of officers of The Institute . Thereupon, upon motion duly made

and seconded, it was unanimousl y

RESOLVED, That the following persons be, and they herebyare, elected to the offices of the Corporation set forthafter their respective names to serve until the next annualmeeting of the members of the Corporation and until theirsuccessors have been chosen and' shalll have qualified :

Horace R . Kornegay

Frankl!in B . Dryden

J .C .B .Ehringhaus, Jr .William Kloepfer, Jr .

John F . Mi l 1 sAnne H' . DuffinFrederick PanzerMarvin A . KastenbaumB . D . Cummin sB . E . Bacon

Kathryn R . GoldenDonna Hilderle y

FURTHER RESOLVED, That the Treasurer shalll not be required

to giive bond for the faithful discharge of his duties and tha t

President and Executive Director

Senior Vice Presiden t

Senior Vice President and CounselSenior Vice Presiden t

Senior Vice PresidentVice Presiden tVice PresidentDrector of Statistics

Treasure rAssistant TreasurerSecretar yAssistant Secretary

'~-

~the Assistant Treasurer may at the discretion of the Treasu!rerbe req ;uired to give bond for t he fai thful diischarge of hi s dutiesin such sum and with .such security as t he T-easu rer may frotime to time prescri!be .

The next order of business was the election of the members of th e

Executive Committee . Thereupon, upon motion duly made and seconded!, i t

was unanimousl'y


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RESOLVED, That the following members of the Boardshallcons t i tute the Execut i ve Committee of the Boardl unt iil the

next Annual Meeting of the Board and until their successorshave been chosen and shall have qual!ifie& :

Curtis H . Judge, Chaiirma nLouis F . Bantl e

Joseph F . Cullmanl3r dJoseph E . Eden sW . Brooks GeorgeW i 111 i iam D . HobbsCharles I . McCartyRoss R . MillhiserRobert A . RechholtzW . M . RossonArthur E . SloatCollin Stoke sPreston Robert Tisc h

C

Mr. Judge reported briefly as Chairman,of the Executive Committee

.

After complimenting, the staff on its work during 1975, Mr . Judge st ated

that the one mat ter he wshed to cal l to the at tention of the group was

the status of American Brands . He reported''lthat Mr . Kornegay and he had

ca l 1 ed on, Amer i can Brands and aga i n renewedl an invi tat i on to re jo iin the

Insti tute . The AmericaniBrands decision, however, was that it desiired

to cont i'nue on the same bas iis as it had during 1975 ; tha t iis, as a non-

member contriibuting a set amount in support of Institute activities .

M r . Kornegaythenigave t heRres, ident' s r eport onilnst itute activities

and governmental and other developments during the past year . He discuss ed

various federal anti-tobacco bills which had been imtroduced and legilslation

in the environmental! and other fi~elds whiich were of interest to the industry .

The President gave a run-down of state legisl!ative developments during 1975 ,

discussed the various types of efforts being made by anti-smoking groups 4D

on the state and local levels, and mentioned court suits seekiing to ban ~

smoking in such places as enclosed stadiums . Mr . Kornegiay also summarized'

the Inst itutes communicat ions act ivity, including the work of th e

Inst itute spok esper sons who made n umer ous appear ances t hroughout the N


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country d'uring the year, the use of Institute films, and plans to

introduce an additional publicationiduring,1976 . The President then

mentioned some of the statistical questions with which the Institut e

had been concerned . In concluding, Mr . Kornegay expressed the appreciation

of the staff for the support and assistance of the members, and said that

the entire staff looked forward with enthusiasm to its work in the coming

year .

The President introduced B . D . Cummins, the newly electediTreasure r

of the Institute, and called upon Mr . Cummins for the report of the Treasurer

and of the Budget Committee . The Treasurer, in his report, summarized cash

balances, receipts and disbursements during 1975 . He then presented the

proposed 1976 budget for the Institute, as approved by the Budget Committee

and recommend'ed by the Budget Committee to the Board for its approval .

Thereupon, upon motion dul'y made and seconded~, it was unanimousll y

RESOLVED, That the proposed Institute Budg,et for 1976,

consisti'ng of "Administration," "General" and "Public

Relations" sections, be and hereby is ad'optedi.

FURTHER RESOLVED, That the President, with the con-currence of the Treasurer, is authorized tolapprove anyexpenditure in excess of any ind1vidual budgeted i'tem inthe "Administration," "General" or "'Public R'elations"sect ions of t he budget, wth or wthout the approv . :l of

the Executive Committee ; provided : That the Presi d ;nt or

Treasurer shall request the approval of t he Executive

Committee before allowing any expcndliture which woul d

result in totali expenditures i n any of t he "Admnist ration,"

"Generall" or "'Public Relations" sections in excess of thetotal amount budgeted'under the particular section .

FURTHER RESOLVED, That there should be, and there hereby

is, authorized'an assessment of Additional Dues in the amountof 1, 285 per cent of t he annual dues of members liable f or

additional assessment, with payment to be made in suchinstalllmcnts and on such dates as are determined by the

Treasurer .

Mr . Kornegay thcn called upon Mr . Stevens, as Chairman of the

Committee of Counsel . Mr . Stevens reported that the Committee had,been


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Corrected 8/10/76-5-

primarily concerned with the pending Federal Trade Commission matters

involving the major cigarette companies, including discussions with

the FTC and consideration of the litigation with the FTC . He reported

that at the moment the major litigative developments appeared likely

to take place in the Federal Courts in New York . There then ensue d

some discussion of the various developments, including the attitude which

had been taken by the staff of the FTC .

Chairman Wade stated that there was no report to be made for the

Communications Committee, and that the developments in the communications

area had been adequately covered in the President's report .

Chairman Bryant, together with Mr . Brady, reporting f .or the Pension

Committee, stated that the Committee recommended to the Board for adoption

certain action with respect to the Institute pension plans . The

recommended action would provide for (i) a new vesting schedule, and (ii )

a joint and survivor annuity benefit with a related election for a pre-

retirement spouse's annuity benefit . Mr . Brady stated that at this time

the Pension Committee is recommending that participants electing the pre-

retirement spouse's annuity benefit be required to bear its cost . The

Pension Committee will further consider this preliminary decision after

receiving the actuary's cost estimate for this item and may recommend that

the Institute absorb the additional cost .

These two changes are among several required to .be made effective

January 1, 1976, for the Plan to comply with ERISA, but they are the only

changes which need to be made at this time in order to assure orderly

administration of the Plan .

The adoption of the additional changes which will be required in

order to comply with ERISA is being deferred until later in 1976, at

which time it is expected that more regulations will have been published


62/216

by the Department of Labor and the Intcrnal Revenue Service . Thcilr

publication should faeilitate preharation of'dcfinitivc ERIS/1 amcndments

whereas amcnclments adopted and drafted at this time would very likely

have to be revised again next year .

In view of the deferral of these additional amendinents until later

this year, it was further recommended that'thc : Board d'elegate to the

Executive Committee authority to approve such, anicndmcnts . The delegation

of authority would be limited to amendments which the actuary estimates

will not significantly increase the Institute's cost of maintainin

Documents

1968 Tobacco Institute