Consarc Board Meeting
BOARD OF DIRECTORS MEETING
August 20/21 1985
A meeting of the board of directors of Consarc Corporation was held at the registered offices of the corporation at 100 Indel Avenue., Rancocas, New Jersey on Tuesday, August 20, 1985 from 11:00 Am until approximately 2:30 PM and continued on Wednesday, August 21, 1985 from 3:30 PM until 6:30 PM.
This being a regular scheduled quarterly meeting, formal notice was neither required or sent.
The roll call indicated that all Directors, namely Metcalf, Mortimer, Roberts, and Rowan were present.
The minutes continued with other company business which included Rowan's demand that the company limit the amount paid to the profit sharing trust to fifteen percent of its profits. He scolded Roberts for being two million dollars short on his projected sales for the quarter. He voted "no" on my selection of Marino to become Executive Vice President but allowed the minority board to outvote him on the selection. He was not interested in discussing the written business plans for Calcarb that he demanded in his August 6 letter to me. A complete review of the facts and documents that supported my decision to form BEPA and its legal and economic base was over quickly.
After a complete review of the above, Rowan commented that the "BEPA contract" route selected to handle our obligations to start this equipment up on behalf of this customer was a clever one because it isolates Consarc from the inferred obligations that the Soviet customer might try to enforce upon Consarc because it had designed and built the equipment and was now starting it up.
This third party "BEPA" organization is entitled to take the position it had nothing to do with the design of the equipment and thereby logically avoid demands that were contrary to what either the American or the British Government would allow. BEPA's position in this respect is clearly defined in its contract with Machinoimport.
The resolutions of that meeting offered by Roberts that were to define my future actions were as follows:
RESOLVED, that the actions of James Metcalf in the closing of the contract between Consarc Engineering and Machinoimport of the USSR on the 22nd of July are hereby ratified.
Be it further RESOLVED, that the Management of Consarc Corporation is instructed to enter into negotiations with Metcalf to establish a contract which allows Consarc Corporation, or one of its affiliates, to purchase BEPA at any time in the future for the sum of One Pound Sterling.
This contract shall also make provisions to exclude the payment of dividends or salaries and further preclude BEPA from assuming any obligation other than those defined in the contract existing between BEPA and Machinoimport dated 25 July 1985 and bearing the contract number 50-0166/53465.
Be it further RESOLVED, that upon completion of the aforementioned negotiations, Metcalf shall proceed with the aforementioned startup contract of BEPA and shall complete these services as rapidly as possible and stay within the provisions of the laws of the United States and the United Kingdom. He shall keep the appropriate Departments of each of these respective governments fully apprised of his actions.