MINUTES OF THE BOARD OF DIRECTORS TEA ASSOCIATION OF THE U.S.A., INC. August 29th, 2011

Transcription

1 MINUTES OF THE BOARD OF DIRECTORS TEA ASSOCIATION OF THE U.S.A., INC. August 29th, 2011 Present: Absent: Guests: Staff: William A. Bowron, Jr., John Cheetham, Domenick Ciaccia, Richard Enticott, Tim Pangburn, John Smith, John Snell Ira Barbakoff, Richard Clist, David Darragh, Andrew McKay, Gil Zaris Dr. Frank Farrell, Harris Goldman Joe Simrany, Priscilla Obeada I. REVIEW OF ANTITRUST GUIDELINES Mr. William A. Bowron Jr., Chairman, asked the Directors to review and abide by the Antitrust Guidelines. II. WELCOME NEWLY ELECTED DIRECTORS As a first order of business Mr. William A. Bowron Jr. extended sincere congratulations to the newly elected/reelected Directors and told them that together they would face all the opportunities and challenges that confront the Tea Industry on a daily basis.

2 III. APPROVAL OF THE JUNE 15 th, 2010 BOARD OF DIRECTORS MINUTES Mr. William A. Bowron Jr. asked for a motion to approve the June 15th, 2011 minutes of the last Regular Tea Association of the U.S.A. Meeting. It was so motioned by Mr. Ciacca and seconded by Mr. Smith, and unanimously approved. IV. REPORT OF THE TREASURER Review of July 2011 Financial Statements: Mr. John Smith recapped the July 2011 financial report by stating that all line items were aligned with their budget amounts. The balance for the Association net income is over budget and in good shape. Concern was voiced whether the Convention would end up being profitable and if Force Majeure could be established based on Hurricane Irene s outcome. It was determined that it was too soon to determine the cost analysis but that Force Majeure would have to be enacted. Final details would be discussed at a later date. Mr. William A. Bowron Jr.asked for a motion that the report be approved as presented. Mr. John Snell made a motion and Mr. Pangburn seconded the motion and it was unanimously approved. V. ELECTION OF OFFICERS TO THE BOARD OF DIRECTORS Moving to agenda item V. Mr. William A. Bowron Jr. asked who the Officers Nominating Committee wishes to nominate as Officers of the Tea Association of the U.S.A., Inc. Mr. Smith, Chairman of the Officers Nominating Committee said that the Committee wishes to nominate the following individuals to serve in 2011: Mr. Barry Cooper of Sandbar Trading Corp, as Chairman. Mr. William A. Bowron, Jr. of Red Diamond, as Vice Chairman Mr. John Cheetham of Unilever Americas, as Vice Chairman Mr. John Smith of Henry P. Thomson, as Treasurer Mr. John Snell of Mother Parker s Tea & Coffee Inc., as Vice Chairman Mr. Bowron called for a vote of the Directors and the slate was unanimously approved. He thanked the Directors for the honor of serving a second term as Vice Chairman

3 VI. NOMINATION OF 10 DIRECTORS TO REPRESENT THE TEA ASSOCIATION ON THE TEA COUNCIL BOARD OF DIRECTORS Mr. William A. Bowron asked which ten candidates does the Tea Association wish to nominate as its representatives on the Board of the Tea Council of the U.S.A., Inc.? The following 10 candidates were nominated to represent the Tea Association on the Board of the Tea Council of the U.S.A.: Mr. Eugene Amici of Henry P. Thomson, Inc. Mr. Barry Cooper of Sandbar Trading Inc. Mr. William A. Bowron, Jr. of Red Diamond Inc. Mr. Richard Clist of Ahlstrom Fiber Composites Mr. Domenick Ciaccia of Universal Commodities (Tea) Trading Inc. Mr. Dan Martin of Twinings North America Inc. Mr. Patrick O Keefe of Finlay Tea Solutions US Inc. Ms. Steve Rice of Eight O Clock Coffee Mr. Alfie Vivian of Unilever Americas Mr. Andrew Wertheim of Tea Importers, Inc. Mr. Bowron then called for a vote of the Directors and the nominees were unanimously approved and he declared them so elected. He then said that the Board needed to designate one of the Tea Council Directors to function in the role as Chairman and asked who wished to make a recommendation in this regard. Mr. Smith, Chairman of the Officers Nominating Committee said that they wished to nominate: Mr. Dan Martin of Twinings North America. Mr. William A. Bowron Jr. called for a vote of the Directors and the recommendation was unanimously approved and he declared Mr. Dan Martin so elected.

4 VII. COMMITTEE REPORTS A Proposed Events: Mr. Simrany announced that the Holiday Dinner will be held on Monday December 5 th. Mr. Simrany would like to honor Dr. Frank Farrell at the dinner. Mr. Simrany asked the Board members to approve. All Board members agreed. B. Membership Updates: Mr. Simrany informed the Directors of the pending members that the Association has been trying to obtain. These two members are Mitsui and Ronnefeldt. On-going efforts have been made to get these members. Mitsui is a Japanese company and Ronnefeldt is one of the oldest German tea trading companies. It was also announced that Nestle will be joining the Tea Association after much ongoing efforts in obtaining them as members. C. STI Updates: Mr. John Smith, the newly elected interim Chairman of STI, recapped what STI talked about in their last advisory board meeting. It was announced that Mr. Ken Rudee is on an extended medical leave. Expenses pertaining to Barnes and Watson was also discussed, and it was established that a new rule that states there you have 60 days to report an expense report should be enacted. Mr. Smith looks forward to working with STI and ongoing discussions amongst STI advisory board members are revolving around the topic of how to provide added value to the program in the coming year. A. Technical: RTD Tea Standards: Mr. William A. Bowron, Jr. asked the Directors to review the abbreviated version of the RTD Tea Guidelines in their packets. This document was prepared by the Technical Committee based on the language discussed and tentatively approved at the June 15, 2011 Board of Directors meeting. Following discussion and general agreement with the language contained in the document, Mr. Bowron called for a motion to approve the document. Mr. Cheetham requested a delay of the vote until the next Board of Directors meeting to allow time for corporate legal review. The Directors agreed to a postponement of the vote and Mr. Bowron requested that any Director who needed to seek approval from their internal legal counsel should do so prior to the December 5, 2011 Board meeting. 4 MEI- Mr. William A. Bowron notified the Board about a chemical compound which is triggering Proposition 65 concern. 4-MEI is a caramel coloring that is commonly used in food and liquid products. While it sometimes used as a coloring agent in RTD Tea, it was felt that the Tea Association only obligation was to bring it to the attention of the directors and no further action is required.

5 VIII. PRESIDENTS REPORT A. Update on Scientific Symposium: Ms. Louise Pollock and Ms. Marcie Klein reviewed with the Board the strategy and time line as well as funds involved with the 2012 Scientific Symposium. It was determined that the scientific symposium total would be $350, Mr. William A. Bowron asked for a motion to approve the total budget and plan for the 2012 Scientific Symposium. It was motioned by Mr. Ciaccia, seconded by Mr. Pangburn and unanimously approved. B. Pesticides: Mr. Simrany reviewed with the board of directors the progress that has been made with pesticide registration. In total, there are 11 pesticides registered and 4 in the process of being registered. The EPA has lent a supportive hand in making it possible for the Tea Association to register these pesticides. It was discussed among the Board that we will utilize Dr. Frank Farrell s expertise to assist us in the progress of registering the presticides. IX. NEW BUSINESS Mr. William A. Bowron asked if there was any new business that needed to be brought before the Board. There was none. X. ADJOURNMENT Mr. William A. Bowron then asked for a motion to adjourn. It was so motioned by Mr. Ciaccia and seconded by Mr. Smith and unanimously approved.