EXECUTIVE COMMITTEE MEETING MINUTES CHAIRS

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1 EXECUTIVE COMMITTEE MEETING MINUTES LOCATION TIME Hilton O Hare Hotel Thursday Chicago, Illinois June 12, 2008 Room TBD 8:00 a.m. 4:00 p.m. CHAIRS Dennis Brown, Chair Jeff Deckrow, 1 st Vice Chair Jim Horvath, 2 nd Vice Chair Bob Roth, Past Chair ATTENDANTS ABSENT Richard Doornink (Int l Standards Chair) Gene Huegin Dave Nangle (Membership) Don Lockhart (Global Trade Chair) Latham Pali Don Mottinger (Info Tech Chair) Bob Ranc (GAWDA Liaison Chair) John Postle Steve Smith Hector Villarreal Bruce Vernyi (Image of Welding Chair) Dean Wilson STAFF Natalie Tapley, WEMCO Program Manager and Secretary Jeff Weber, Assoc. Executive Director, American Welding Society Ray Shook. Executive Director, American Welding Society Frank Tarafa, Chief Financial Officer, American Welding Society 1. Call to Order Chair Dennis Brown called the meeting to order at 9:00 am and greeted members. 2. Anti Trust Document Review Dennis Brown conducted the meeting in accordance with the WEMCO Antitrust Guidelines as contained in Exhibit Sub committee Updates 3.1. Program Sub committee A Annual Meeting Confirmed Speakers Jeff Deckrow confirmed that the 2009 WEMCO Annual Meeting is scheduled to take place February 26 28, 2009, at the Rancho Bernardo Inn in San Diego, Calif. He also G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

2 confirmed the speakers that are scheduled to participate at the Annual Meeting (please see exhibit 3.1.1). Steve Smith recommended that WEMCO acknowledge Dick Couch of Hypertherm as one of the founders of WEMA/WEMCO at the 2009 WEMCO Annual Meeting. He suggested a VIP amenity basket as a token of acknowledgement. Jeff Deckrow stated that WEMCO was unable to attain the following companies as presenters: United Stationers Jeff Deckrow spoke with Craig Loos of ORS Nasco, and confirmed that United Stationers were unable to participate as presenters at the 2009 Annual Meeting. Caterpillar Jeff Deckrow said that Caterpillar declined the offer to participate due to the possibility of the company becoming excessively exposed as a result of another speaking engagement. Halliburton Dean Wilson stated that the company s representative said that Halliburton does not identify itself with the welding industry; therefore they declined the offer to participate at the Annual Meeting. B Annual Private Labeling Ad Hoc Committee (Members: Dennis Brown, D. Wilkinson, D. Peters) Jeff Deckrow reported that the Program Committee is interested in developing a 2009 panel at the Annual Meeting to discuss private labeling and its associated issues. As a result, the committee sought the advice and guidance from Bill Rice of OKI Bering. Dennis Brown and Bill Rice discussed this matter in further detail via telephone. Dennis Brown reported that both he and Bill Rice agreed to pursue a presentation format, as opposed to a panel discussion, due to concerns with violating the WEMCO Antitrust Guidelines. Bill Rice also suggested that since he and Dennis Brown both have extensive experience with private labeling, a collaboration on a presentation from the distributor and manufacturer perspectives would be informative and effective. Dennis Brown s contribution would be to identify the issues concerning manufacturers that are involved, or considering becoming involved with private labeling. Dennis Brown said that the presentation should last approximately 45 minutes with a 15 minute Q&A session. Dean Wilson pointed out that the Q&A session may take longer than 15 minutes. He suggested moving the private labeling segment to the end of the day s events, in an effort to prevent presentations from overlapping. In addition, interested attendees would have the opportunity to discuss this topic in further detail. C Annual Remaining Opportunities for Speakers Jeff Deckrow said that there were additional opportunities available for speakers at the 2009 Annual Meeting, and asked the Executive Committee for suggestions. Some of the suggestions included: G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

3 Bill Scheller, President of ORS Nasco Jeff Deckrow will discuss this possibility with Craig Loos. Blake Craft, Welding Engineer with Trinity Industries The American Welding Society (AWS) has a relationship with Trinity Industries. Paul Melnuk of Petro Canada and Thermadyne (connections to the Tarson s project) Dr. Damian Kotecki former AWS President D Annual Meeting (Florida) Recent Site Inspections Natalie Tapley briefly discussed the recent site inspections as contained in Exhibit Natalie Tapley also pointed out that although Longboat Key, Fla., is still a viable option, incorporating new resorts and locations may attract new attendees, and increase meeting attendance. Natalie Tapley provided the Executive Committee with her personal feedback about the following site locations: Orlando, Fla. Although the Orlando properties that were inspected were in concordance with WEMCO standards, the location may not be the most beneficial to the Committee. Orlando is a major tourist attraction, and the resorts may be booked with families and small children during the Annual Meeting that may infringe upon the adult networking and social component that is an integral part of WEMCO. The majority of the area attractions are the local amusement themed parks, and traffic could be an issue. Palm Beach Gardens The PGA National Resort in Palm Beach Gardens is an upscale property that Natalie Tapley said would most benefit WEMCO, as well as displayed the skills and ability that are essential to supporting WEMCO s meeting program. In addition, the environment and ambiance at the PGA National was very conducive to the adult networking and social component that is an integral part of WEMCO. She added that the area has a wider variety of local attractions and fine dining facilities that are more suitable to WEMCO s desires. Natalie Tapley also pointed out that the 339 room property is too large to be considered a boutique property; yet, it is small enough to offer a warm and intimate experience to WEMCO members and its guests. Finally, she said that the property location is excellent because of its close proximity to the major highways. In addition, the Palm Beach International Airport is a 20 minute trip to the resort. Jeff Deckrow expressed concern with the catering prices and room rates. Natalie Tapley reported that the catering prices were comparable to the Longboat Key Club and Resort; however, the room rates tend to fluctuate depending on the season. She added that the room rates presented to her ranged from $250 $300 per night. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

4 The Executive Committee unanimously agreed that the PGA National Resort is the desired location for the 2010 WEMCO Annual Meeting; however, the final decision is based upon whether WEMCO collaborates with RWMA in Natalie Tapley stated that the PGA National Resort is capable of hosting both WEMCO and RWMA. E. Collaborating with RWMA in 2010 Dennis Brown reported that a recent teleconference with RWMA Chair, Mike Simmons, was held prior to the Summer Executive Meeting to discuss the conjoining of the RWMA and WEMCO Annual Meetings (see exhibit 3.1.6). Both Dennis Brown and Mike Simmons agreed on the possibility of moving the Annual Meetings to a March timeframe in order to accommodate both committees. Mike Simmons said that he would bring this matter before the RWMA Executive Committee during their next scheduled teleconference for further discussion. Both Dennis Brown and Mike Simmons felt that this collaboration would add value to the Committees memberships, as well as be advantageous to AWS. Dennis Brown mentioned that an issue for RWMA is the cost difference to attend the WEMCO Annual Meeting; but, both Mike Simmons and Dennis Brown agreed that as an incentive, RWMA members should be allowed to attend the first meeting at their meeting fee. This would encourage the RWMA members to experience the meeting first hand. Dennis Brown said that although the Annual Meetings would be consolidated, each Committee would still have its separate time to conduct its own activities. Bob Roth pointed out that the decision to conjoin the RWMA and WEMCO Annual Meetings will impact WEMCO s 2010 meeting location, and he recommended that RWMA finalize its decision on whether to consolidate the Annual Meetings. Also, the committee should state any issues they may have concerning consolidating the Annual Meetings. He suggested that this decision should be made no later than August ACTION: Dennis Brown will schedule a teleconference with Mike Simmons to discuss the feedback from both the RWMA and WEMCO Executive Committee meetings, and will report the outcome to the WEMCO Executive Committee in September International Standards Committee, the ISAC Funds and Dr. Damian Kotecki Richard Doornink stated that although he did not have an official written report, he would like to ask the Executive Committee for guidance as it relates to the direction of the International Standards Committee. Richard Doornink suggested that the International Standards Committee operate as a clearing house that collects and distribute information relating to specification revisions. He added that WEMCO members could use the sub committee as a valuable resource that collects information regarding international issues that may affect WEMCO businesses. This information could be submitted via e mail, and included in the quarterly newsletters. Richard Doornink said that this element would add value to WEMCO and its members. Dennis Brown mentioned that Dr. Damian Kotecki would be a good resource and asset to the International Standards Committee. Steve Smith agreed,and added that Dr. Kotecki is G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

5 very involved with ISO standards, and has been working diligently to have AWS specifications approved in Europe. He holds a PhD in metallurgy, and is much respected worldwide. Ray Shook said the Dr. Kotecki was nominated treasurer of the IIW Committee. He also mentioned the importance of AWS continuing its involvement in international activity in order to protect the Society s interests. Dennis Brown also suggested that Dr. Kotecki would be a good addition to the 2009 WEMCO Annual Meeting as a presenter. He said that it would be a good opportunity for Dr. Kotecki to provide WEMCO with an ISO update. Richard Doornink expressed his concern with the decision to re allocate the $50 ISAC contribution to the Image of Welding (IoW) Sub committee. Dean Wilson stated that there are two funds: one fund is affiliated with WEMCO and aids with Annual Meeting expenses for the speakers, and the other is a sustaining fund through AWS to assist individuals who are participating in ISO regional meetings. The latter is to encourage American attendance and participation in international standards. Ray Shook confirmed that $100 from each WEMCO membership fee was equally distributed to the ISAC Fund and to the IoW sub committee. The ISAC Fund reached a total of approximately $20,000; but, it did not appear that the monies were being utilized. Thus, in 2007, the Executive Committee agreed to re allocate the $50 ISAC Fund contribution to the IoW Welding Subcommittee. Dean Wilson stated that the AWS Board is monitoring the ISAC Fund to ensure that individuals are utilizing the current monies to participate in international standards activities. Once the Fund is depleted, the AWS Board will revisit this issue on whether the monies should be replenished. Dean Wilson pointed out that WEMCO would also have the opportunity to revisit the decision that was previously made to re allocate the ISAC fund to the IoW Sub committee. Richard Doornink said that although he finds the WEMCO reports, and annual meetings to be a great benefit, he did not feel as though WEMCO was advocating on behalf of its members, or utilizing its full potential. He mentioned the passivity of WEMCO in the midst of the economic union in Europe. He also pointed out that North America is not being asked for its input as it relates to international standards. Ray Shook stated that although WEMCO is not heavily involved with international standards, the AWS ISAC Committee does play a major role internationally. He also said that utilizing Dr. Kotecki during the 2009 Annual Meeting will add value to WEMCO and the International Standards Committee. The Executive Committee agreed to contact Dr. Kotecki with regard to the speaking engagement opportunity at the 2009 Annual Meeting. ACTION: Steve Smith and Richard Doornink will make the initial contact, and offer Dr. Kotecki the opportunity to speak at the 2009 Annual Meeting. Jeff Deckrow will followup with Dr. Kotecki and report back to the committee if he is interested in participating at the 2009 Annual WEMCO Meeting. ACTION: The Executive Committee has agreed to defer the discussion regarding the allocation of the ISAC Fund until the 2009 Annual Meeting. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

6 3.3. Image of Welding (IoW) Sub committee Bruce Vernyi stated that he is the new IoW Committee Chair, and said that he welcomes suggestions and recommendations from the Executive Committee. He also mentioned that several IoW members have resigned from the sub committee due to professional or/and personal changes. Bruce Vernyi said that in the past 4 months, he has contacted the remaining members to ensure their continual participation. Bruce Vernyi also stated that there was a low number of nominees for the IoW Awards Ceremony; thus, the deadline was extended to July 31, Former IoW Chair, Jim Horvath, commended Bruce Vernyi on his new role, and added that his presence has brought a different perspective to the IoW Committee through his recommendation to incorporate distributors as a part of IoW. Jim Horvath reported that the GAWDA President, Gary Stoneback, has agreed to provide Bruce Vernyi with a list of distributors that offer welding training opportunities nationwide. GAWDA Liaison Chair, Bob Ranc, will follow up with Gary Stoneback on the progress of the distributor list. Jim Horvath encouraged WEMCO members to nominate individuals within their organizations for the IoW Awards. Dean Wilson felt that it would be an asset if IoW became a standing committee of AWS. The Executive Committee agreed that it would be worthwhile to explore this opportunity further in the near future Membership Committee Steve Smith has volunteered to collaborate with Membership Chair, Dave Nangle, and Joe Dilhoff of OKI Bering to develop a strategy that would ensure the quality of WEMCO membership, as opposed to the quantity. He recommended building a membership campaign that includes the signatures of Ray Shook, Dave Nangle and J. Dillhoff. He reiterated the goal to increase membership by 12 members, and said that he would solicit assistance from Natalie Tapley with developing a list with the following information: Past Annual Meeting attendees Current AWS Sustaining members Contact leads from fellow WEMCO members Steve Smith pointed out that the majority of individuals that are contacted about WEMCO membership support the AWS organization; however, a collaborative effort from WEMCO is needed in order to increase WEMCO support and membership. He further recommended that WEMCO members encourage prospects to attend one of the WEMCO Annual Meetings, as well as research the reasons why attendees do not become members and current members do not attend to subsequent Annual Meetings. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

7 Jeff Weber mentioned that Susan Hopkins, the Program Manager of RWMA, is set to collaborate with Natalie Tapley in an effort to increase WEMCO membership; AWS has a goal of obtaining twelve new WEMCO members. S. Hopkins is quite skilled in this area, and has experienced a great level of success with RWMA s membership. Natalie Tapley reported that the AWS Membership Department has been informed to alert her of new sustaining members that may be eligible for WEMCO membership. Natalie Tapley informed the Executive Committee that Magswitch became a new member of WEMCO prior to the Summer Executive Meeting GAWDA Liaison Committee Gases and Welding Distributors Association (GAWDA) Liaison Chair, Bob Ranc, reported that the Annual GAWDA Convention is September 21 25, 2008, at the Atlantis Resort, located on Paradise Island, in Nassau, Bahamas. He said that the meeting registration continues to be successful, and the allotted hotel room block was increased to accommodate the growing number of attendees. Britt Lovin is slated to be the GAWDA President in In addition, the organization will host two spring conferences in Ashville, N.C., and Chicago, Ill. The GAWDA Planning Committee is preparing on meeting to discuss the format for the 2009 GAWDA conferences. During Jenny McCall s presidential term, GAWDA has decided to limit the Spring Management Conferences to one meeting, which will presumably be held in Chicago, Ill. Bob Ranc said that the merging and selling of distributors have affected the memberships of organizations such as GAWDA; thus, the organization is currently reviewing its value preposition with a select group of manufacturers and distributors. The outcome of this review will be the State of the Union Address by GAWDA President, Gary Stoneback at the Annual GAWDA Convention in September. Bob Ranc also mentioned that GAWDA is reviewing the possibility of revamping the numerous regional meetings to fewer super regional meetings. In addition, the meeting format will change bi annually in an effort to encourage more distributors and distributor salespeople to attend the conferences. 4. WEMCO Governance 4.1. Report Schedule, Quarterly Reports and Quarterly Newsletter (Exhibit 4.1.1) Dennis Brown briefly reviewed the WEMCO Report Schedule as contained in Exhibit 4.1., and said that the schedule was sent as a reminder to the WEMCO Chair and Subcommittee Chairs. The objective of the reports is to encourage feedback from the subcommittee chairs, and allow WEMCO members to stay involved with WEMCO activities. The reports should list bulleted items of recent committee activities and action plans. Richard Doornink expressed that he considers the quarterly reports relevant and beneficial to new members and sub committee chairs of WEMCO. He said that these reports allow members to stay abreast with committee activities, and provides some G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

8 directional support to new sub committee chairs. He reflected on his first experience with WEMCO, and stated that there was very limited information available to him. He added that the schedule reminder of when the reports are due is also appreciated. Natalie Tapley mentioned that she is aware that many of the sub committee chairs have hectic traveling and meeting schedules. She recommended that the sub committee chairs appoint liaisons within their organizations who can provide the quarterly reports during their absence. She pointed out that the quarterly reports are a major component of the WEMCO Quarterly Newsletters. Dennis Brown stated that it is difficult to provide an effective and informative newsletter for the members without these reports. He emphasized the importance of the quarterly newsletter, and the valuable information it provides to WEMCO members. He pointed out that many of the members only attend the Annual Meetings; therefore, they are not aware of the various sub committee activities that take place throughout the year. Thus, it is significant that committee updates are submitted to Natalie Tapley so that the information can be made available to the members. The Executive Committee queried about the significance of submitting a report on a quarterly basis. ACTION: The committee agreed that the quarterly reports would be condensed to two reports and one update prior to the Annual Meeting. The remaining reports will derive from the Annual Meetings, and the summer executive sessions. The Executive Committee also agreed that the report reminder schedule is effective and should be continued. Richard Doornink recommended that the sub committee chairs summarize the two required reports, with the report from the summer executive meeting, in order to develop their presentations for the Annual Meetings. Natalie Tapley raised a concerned about the information that will be available to WEMCO prospects if the quarterly reports are shortened. She asked the Executive Committee for their suggestions on informing WEMCO prospects on the various developments within WEMCO and its sub committees. Bruce Vernyi reported that teleconferences for the IoW Committee are held every six weeks. He stated that Natalie Tapley is involved with the teleconferences; therefore, she is always abreast with the committee s activities. Natalie Tapley said that the WEMCO Web site Private Access Area is currently under construction; however, the web site be an effective source for new and current members to stay informed throughout the year with WEMCO and its activities through posted minutes from meetings, teleconferences, and committee reports. ACTION: The Executive Committee agreed that the various non committee information and AWS updates that Natalie Tapley collects from the Welding Journal and other relevant materials are beneficial additions to the WEMCO Quarterly Newsletter, and G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

9 asked Natalie Tapley to continue including this type of information in subsequent Newsletters. Jeff Deckrow brought up a concern with the No Report Available that is noted in the Newsletter. He stated that this diminishes WEMCO and its value to its members. Bruce Vernyi suggested that if a sub committee report is not available, then that particular subcommittee should be excluded from the Newsletter without notations. The Executive Committee agreed with Bruce Vernyi s suggestion. ACTION: Natalie Tapley will no longer notate No Report Available when subcommittee reports are not available, and will exclude that particular sub committee from the Newsletter Visual Depictions / Generic Template Jeff Deckrow suggested creating a generic PowerPoint template to be used by the subcommittee chairs when submitting their quarterly reports. He said that the visual depiction would enhance the reports appearance by ensuring consistency and attractiveness. In addition, these reports could also be used during the Annual Meetings, and would bring additional value to both current and prospective WEMCO members. Dean Wilson said that the level of expectations for the Annual Meeting presentation should be raised, and sub committee chairs need to be made aware that they are expected to deliver a professional and formalized presentation at the Annual Meeting. He said that the current presentations are somewhat eclectic and lacks professionalism and consistency. Dennis Brown stressed that the Annual Presentations are very important, and added that the objective of the Annual Meeting is to offer an informative program, as well as update the members on all WEMCO activities. Natalie Tapley pointed out that although requests are made in advance for subcommittee chairs to submit their reports, some reports are submitted to her at the Annual Meeting, or presented verbally. ACTION: The Executive Committee has agreed to raise the level of expectations as it relates to the quarterly and Annual Meeting reports, and request that sub committee chairs are made aware of these expectations. Natalie Tapley will notify the subcommittee chairs and make them aware of the generic PowerPoint slide template that will be available for their use when producing the quarterly reports, as well as the Executive Committee s new expectations of a professional and formal presentation at the Annual Meeting Sub committee Teleconferences/Meetings Natalie Tapley raised a concern with the lack of scheduled sub committee teleconferences/meetings. She stated that many of the sub committees hold teleconferences/meetings quite infrequently, or not at all. She also reported that she is not involved in some of the sub committee teleconferences/meetings that take place, nor receive a copy of the minutes from these meetings. Natalie Tapley said that she was G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

10 unclear as to whether the sub committee teleconferences/meetings were mandatory or optional, and whether she is required to be a part of the teleconference/meeting. Dennis Brown stated that the WEMCO Bylaws stipulated that all WEMCO teleconferences/meetings should be arranged by AWS, and the WEMCO Secretary is required to be present at these teleconferences/meetings. Bob Ranc reported that based on his involvement with various committees, a designated committee representative is required to be present at the meetings whether on or offsite. Dean Wilson and Dennis Brown stated that it is imperative that Natalie Tapley remain the record keeper for WEMCO as stipulated in the WEMCO Antitrust Guidelines. Jeff Deckrow agreed, and added that Natalie Tapley is the WEMCO Program Manager and Committee Secretary; thus, she is the motivating force behind the execution of WEMCO s programs. If she is not properly informed, then she cannot run an effective and smooth program. Jeff Deckrow stated that the WEMCO Bylaws does not stipulate on the expectations for new sub committee chairs, nor does it discuss to the structure of WEMCO and its process. He said that new sub committee chairs are uncertain about their duties, and do not have a manual that they can refer to for guidance and direction. He suggested that the Executive Committee collaborate on building a solid foundation for WEMCO, and incorporate it into the bylaws. Dennis Brown supported this suggestion, and further recommended that the Executive Committee form a Governance Committee to address these very relevant issues. Dean Wilson made a motion that the Executive Committee implement a temporary Ad Hoc Governance Committee within WEMCO. The continuous of the Governance Committee will be at the Executive Committee s discretion. Bob Ranc seconded the motion, and it was unanimously carried by the Executive Committee. Dennis Brown appointed Dean Wilson as the new Sub committee Chair of the newly formed Ad Hoc WEMCO Governance Committee. Dean Wilson stated that the committee will not consist of more than 4 5 members, and suggested inviting Rusty Franklin to be a part of Governance Committee. Jeff Deckrow recommended that the Executive Committee charge the Governance Committee with the task of establishing sub committee chair guidelines and expectations. ACTION: Natalie Tapley will begin the implementation process of a new Ad Hoc WEMCO Governance Committee. D. Wilson will preside as the committee s Chair, and a special invitation will be sent to Rusty Franklin to participate on the committee. She will also include this new committee in the WEMCO Rules of Operation Past Chair Duties in Rules of Operation (Exhibit 4.2) Dennis Brown stated that the WEMCO Rules of Operation does not define the duties and responsibilities of the WEMCO past chair, and said that this needed to be documented. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

11 Dean Wilson informed the committee that it is not the sole responsibility of the past chair to select the incoming second vice chair; moreover, the past chair is responsible for presiding over the Nominating Committee. He stated that the Nominating Committee should consist of the immediate past chair, the outgoing executive committee members, as well as two at large members. The responsibility of the Nominating Committee is to select the incoming second vice chair, as well as the new members to participate on the Executive Committee. Dean Wilson said that the duties of the past chair were discussed in previous meetings, but it was never officially implemented or formally written for future reference. ACTION: Natalie Tapley will implement the duties of the Past Chair as well as add the Nominating Committee to the WEMCO Rules of Operation Chair Terms A. Executive Committee 2008 List (Exhibit 4.3.1) Dennis Brown reviewed the 2008 Executive Committee List as contained in Exhibit 4.3.1, and noted that this was one of the areas that the Governance Committee should examine. Dennis Brown said that there should be more guidance concerning the beginning and ending of terms, as well as the opportunity for members to resign if desired. B. Sub committee Chair 2008 List (Exhibit 4.3.2) Dennis Brown outlined the 2008 WEMCO Sub Committee Members as contained in Exhibit 4.3.2, and noted that this was also an area for the Governance Committee to examine. C. New Proposed Terms for Sub committee Chairs and Reaffirmation or Opt Out Process (Exhibit 4.3.3) Dennis Brown presented the New Proposed Terms for Sub Committee Chairs as contained in Exhibit 4.3.3, and also commented on establishing a reaffirmation or optout process for the sub committee chairs. He asked the Governance Committee to review these issues, and provide the Executive Committee with a report during the third quarter (September 2008). 5. What Companies are Eligible for WEMCO Membership? (Exhibit 5) Dennis Brown inquired whether WEMCO should broaden its membership scope beyond manufacturers as was done with wholesalers in the past, or should WEMCO establish membership tiers and classifications. He stated that the present eligibility guideline for WEMCO membership stipulates that the company must be a manufacturer. Bruce Vernyi pointed out that his membership may pose an issue because his company is not a manufacturer. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

12 Bob Ranc suggested establishing an associate membership tier similar to GAWDA. He said that although GAWDA is a committee for the Gases and Welding Distributors, it also includes manufacturers as associate members. Jeff Deckrow pointed out that the inclusion of various groups (such as distributors) may affect future WEMCO conferences and meetings. He advised the Executive Committee to first consider the type of meetings that are beneficial to WEMCO and its constituents. Jeff Deckrow also recommended that the Executive Committee consider whether it is important for WEMCO to increase its membership size for the sake of becoming big, or is it more important for WEMCO to retain a high caliber membership that will add value to the program? Dennis Brown asked the Executive Committee for suggestions on how WEMCO should handle membership eligibility. Listed are a few suggestions: Jeff Deckrow suggested creating a membership category for the press/media because he believes it will benefit WEMCO by allowing media exposure through companies like Penton Media (Bruce Vernyi). Jim Horvath suggested allowing certain companies to become WEMCO members through special invitations by the Executive Committee; however, Bob Roth pointed out that it is important that WEMCO not operate as a fraternity, which would likely infringe on the Antitrust Guidelines. He said that if WEMCO allows a particular company to become a member, then all subsets of the same company should also have the right to become members. He referenced RWMA s membership structure, and stated that the primary RWMA members must be engaged in the design, manufacture and selling of end products intended for use in resistance welding; however, various other groups and divisions that support RWMA can become RWMA associate without voting rights. GAWDA also has a similar membership structure with an associate membership level without voting rights. Jeff Deckrow stated that since WEMCO has accepted wholesalers as members, careful consideration should be given to its subset (i.e. gas manufacturers) that may be eligible for WEMCO membership as well. Dean Wilson pointed out that the wholesalers that are current WEMCO members are considered manufacturers because of the private labeling process they use on their own products; however, Jeff Deckrow felt that this is an issue that should be reviewed by the Governance Committee to ensure that the WEMCO membership guidelines are consistent and not exclusive to any particular company. ACTION: The Executive Committee expressed a desire to broaden the WEMCO membership scope and recommended that the Governance Committee thoroughly examine this matter and establish guidelines for WEMCO to be abide by consistently. Jeff Weber extended the guidance and support of AWS through the legal counsel of Hugh Webster. The Executive Committee confirmed with Natalie Tapley that her concentration for WEMCO membership prospects should focus strictly on North American manufacturers only. All other G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

13 areas outside of manufacturing will be decided by the Executive Committee for WEMCO membership. 6. AWS Welding Show Updates Jeff Weber provided an update on the 2008 FABTECH International and AWS Welding Show, and stated that AWS currently has a total of 488 exhibitors representing the welding industry (compared to 532 in 2007). In addition, there is an increase of 79,000 square feet from Upcoming FABTECH International & AWS Welding Shows: October 6 8, 2008 Las Vegas, Nevada To avoid possible conflicts with a religious holiday during the same period, the show will be held Mon. Wed., instead of the traditional Tues. Thurs. November 15 18, 2009 November 2 4, 2010 Year 2011 (Dates to be determined) Chicago, Illinois Atlanta, Georgia Chicago, Illinois Jeff Weber reported that the FABTECH/AWS Welding Shows will be held in Chicago, Ill., during the odd years, and will alternate between Las Vegas, Nev., and Atlanta, Ga., during the even years AWS WELDMEX Show The newly acquired AWS WELDMEX Show is scheduled to take place June 2 4, 2009, in Monterrey, Mexico. AWS plans to make WELDMEX an annual show, as opposed to every eighteen months as it was done in the past. Also, it will alternate between Monterrey and Mexico City. The company Trade Consultants has managed the WELDMEX Show for the past four years, and will continue to manage it for the next five years through its partnership with AWS. The 2008 WELDMEX Show was the largest to date with 22,000 square feet (an increase of 5,000 square feet in 2007), 240 booths, and 6,100 visitors. Jeff Weber said that AWS is optimistic about increasing the attendance at subsequent WELDMEX Shows CMES, International Thermal Spray Association and IIW International Congress Jeff Weber mentioned that the Chinese Mechanical Engineering Society (CMES) is interested in a pavilion at the 2010 WELDMEX Show. AWS is also collaborating with the International Thermal Spray Association on a Thermal Spray Pavilion, as well as completed the early stages of an agreement to have the IIW International Congress in Mexico City in Alliance with PMA and the METALFORM Show Jeff Weber reported that AWS has re established its alliance with the Precision Metalforming Association (PMA) and its METALFORM Show (There was a previous alliance in 2000 and 2001). Since the 2008 METALFORM Show was already held in Birmingham, G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

14 Ala., PMA will only have a pavilion of approximately 10,000 square feet during the 2008 FABTECH/AWS Welding Show. However, during the 2009 FABTECH/AWS Show in Chicago, Ill., PMA is planning on selling 120,000 square feet Alliance with NAM Jeff Weber said that the high attendance during the 2007 FABTECH/AWS Show in Chicago, Ill., may have been partly attributable to the industry partnership that AWS and FABTECH recently entered with the National Association of Manufacturers (NAM) AMT Jeff Weber informed the Executive Committee that AWS has also formed an alliance with the Association for Manufacturing Technology (AMT). AMT has reported that they will transfer some of its pavilions from the International Manufacturing Technology Show (IMTS) to the 2009 FABTECH/AWS Show as the Laser and Fabricating Pavilion IIW 202 Annual Assembly Jeff Weber stated that AWS has received approval from IIW to host the 2012 Annual Assembly in the United States. He reported that an outside firm was hired to review possible meeting sites in Orlando, Fla..; Las Vegas, Nev.; Seattle, Wash.; St. Louis, Mo.; San Diego, Calif.; Philadelphia, Penn.; and Denver, Col. IIW is planning on selecting a site location by July Jeff Weber said that the IIW 2012 Annual Assembly is slated to be a large event with 800 attendees, and 500 delegates. Dean Wilson mentioned interest in WEMCO becoming involved with the IIW 2012 Annual Assembly. ACTION: Jeff Weber said that he would review the opportunity for WEMCO to participate in the IIW Annual Assembly and report back to Executive Committee AWS Welding Workforce Development and Iron Man Comic Book Jeff Weber discussed the current activities of the AWS Welding Workforce Development, which include the AWS Foundation Brochure, and the new Welding Career Guide. These publications have proven to be successful in promoting the workforce initiatives, as well as the various career opportunities that are available within the welding industry. Jeff Weber reported that the Iron Man Comic Book, released in conjunction with the release of the Iron Man Movie, has become very popular. 7. Specialized Invitations to the IoW Awards Luncheon and WEMCO Annual Meeting Dean Wilson expressed that all WEMCO members should receive an invitation to attend the IoW Awards Luncheon. The awards luncheon is scheduled to take place on Monday, October 6, from 11:30 a.m. to 1:30 p.m., in room S223. Dennis Brown pointed out that everyone on the WEMCO Executive Committee should be proactive in supporting the IoW Awards Luncheon, and make every effort to attend the event. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

15 Both he and Dean Wilson recommended that each Executive Committee member invite someone to attend the IoW Luncheon. Jim Horvath stated that it is important that the Executive Committee inform Natalie Tapley whether they will be bringing a guest to the IoW Awards Luncheon to ensure sufficient food and seating. ACTION: Jeff Weber asked Natalie Tapley to verify with Marketing the size and layout of the room reserved for the IoW Awards Luncheon, as well as any pertinent reservation details. In addition, Dean Wilson recommended establishing an RSVP date at least 30 days in advance; however, this may prove to be a challenge for many members because of tentative engagements with customers at the Show. Dennis Brown stated that targeted guests/companies should receive specialized embossed invitations to attend the IoW Awards Luncheon, as well as the 2009 WEMCO Annual Meeting in an effort to solicit new WEMCO members. Moreover, WEMCO s industry affiliates should also receive specialized embossed invitations to attend the 2009 WEMCO Annual Meeting. He urged the Executive Committee to inform Natalie Tapley of any special guests/companies they would like to invite so that the invitations can be mailed, along with a WEMCO packet. ACTION: Natalie Tapley will prepare a formal letter inviting WEMCO members to attend the IoW Awards Luncheon and 2009 WEMCO Annual Meeting. The letters will be mailed to Dennis Brown for his signature. In addition, a specialized embossed invitation will be mailed to WEMCO s special guests/companies, and industry. ACTION: Jeff Weber asked Natalie Tapley to display the WEMCO Banner at the IoW Awards Luncheon. Overall, the Executive Committee agreed that the IoW Awards Luncheon is a great opportunity to solicit new members by demonstrating that the IoW Committee is an important part of WEMCO. 8. WEMCO Financial Report (Exhibit 8.1 Ray Shook) Jeff Weber reviewed in detail the WEMCO Financial Report as contained in Exhibit 8.1, and stated that WEMCO was considered financially healthy. Jeff Weber pointed out that the active WEMCO membership decreased from 93 to 84; moreover, the WEMCO membership fee has increased from $400 to $500. He stated that it is important that WEMCO continue to encourage membership growth. Natalie Tapley mentioned that she has contacted the expired WEMCO members with regard to renewing their membership; but, one of the issues that arose included companies that were sold or merged with other corporations. She added that although there was a drop in membership, some of the 2008 WEMCO Annual Meeting guests did become members following the meeting (Computers Unlimited, Direct Wire & Cable). G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

16 8.1. Annual Meeting Expenditures East Coast vs. West Coast (Exhibit 8.2 Dennis Brown) The Executive Committee has reported that there appears to be a financial trend that occurs with the east and west coast meetings. The Committee has observed that the expenditures for meetings on the west coast is significantly higher than meetings on the east coast, and felt that this was an area that needed to be addressed. Natalie Tapley stated that meeting expenses are lower in Florida due to WEMCO s tax exempt status. In addition, shipping and drayage expenses are significantly reduced because the meeting materials are transported locally, as opposed to using shipping services. She also said that some of the room décor expenditures are lower in Florida because many of the items are created by her and her co worker. Dennis Brown pointed out the dramatic cost differences between east and west coast meetings, and asked the Executive Committee if WEMCO should consider emulating RWMA s meeting pattern, and have two meetings on the east coast and one meeting on the west coast. He suggested that this may help to increase membership, and encourage members to attend the WEMCO Annual Meetings. Dean Wilson stated that he is not a proponent of west coast meetings because, in his opinion, the attendance is sluggish and it does not represent an effective national audience. He added that the Annual Meeting locations should attract new and current members and encourage attendance. Dean Wilson said he is also not a proponent of Florida as a permanent location for the WEMCO Annual Meetings. The Executive Committee indicated that the majority of the WEMCO population resides in the east coast; therefore, they discussed the possibility of ceasing the east coast/west coast tradition, and begin exploring opportunities in other areas that may be beneficial to WEMCO, such as San Antonio, Tex. Dennis Brown suggested discussing this matter at the 2009 WEMCO Annual Meeting. ACTION: Natalie Tapley will add the following item to the 2009 Annual Meeting agenda: Discussions about ceasing the east coast/west coast annual meeting traditions, and the possibility of exploring other areas that may be beneficial to WEMCO. 9. Advertising in the WEMCO Directory Dennis Brown discussed advertising in the WEMCO Directory, and the value it adds to membership. He asked the Executive Committee for recommendations on ways to better utilize the WEMCO Membership Directory. He suggested a mass mailing of the Directory to GAWDA in an attempt to raise the awareness of WEMCO and its member companies. Jim Horvath agreed with this suggestion, and added that GAWDA and WEMCO should work together to support each other s efforts in the industry. Jeff Deckrow said that the value of advertising in the Directory is minimal if the directories are not being distributed to WEMCO customers and affiliates. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

17 Dennis Brown asked the Executive Committee for suggestions on additional information that can be included in the Directory. Some suggestions included: An annual calendar for WEMCO and GAWDA events. A resource guide of contacts at AWS. Information about the IoW activities. Insertion of the WEMCO Membership Application. Dean Wilson agreed with adding the annual industry calendar to the directory, which is similar to Mark Blakely s Industry Partnering calendar that he created for GAWDA. Natalie Tapley mentioned that the directory is available at the FABTECH/AWS Shows for distribution, as well as online in PDF format. She also said that the directories could be distributed at the various shows where AWS exhibits. Bruce Vernyi also suggested having the directory available on CD. Jeff Weber stated that he refers to his RWMA and WEMCO Membership Directories regularly, and felt that the Directory adds value to WEMCO. Dennis Brown made a motion to continue the WEMCO Membership Directory for an additional year, and have the Executive Committee revisit this matter again during the 2009 June Executive Meeting. The committee unanimously agreed with this motion. ACTION: Natalie Tapley will add the WEMCO Membership Directory as an item on the 2009 June Executive Meeting Agenda. 10. Next Executive Meeting February 26 28, 2009 Rancho Bernardo Inn San Diego, California 11. Adjournment Meeting adjourned at 2:15 p.m. G:\Documents\WEMCO\2008 Summer Executive\minutes_exec_08.doc Last printed 8/5/2008 4:05:00 PM

18 Confirmed Speakers

19 Exhibit Annual Meeting Confirmed Speakers Confirmed Speakers for the 2009 Annual WEMCO Meeting a) Chris Ebeling Vice President & General Manager of Linde Canada Ltd Distributor Perspective Chris Ebeling started in the industrial gas business as an applications engineer. In this capacity, he was responsible for promoting specific applications, and was published in several trade publications. After 6 years, Ebeling went abroad to become a product manager in Hamburg Germany. Other career positions include Sales Manager, Regional Manager, Director of Marketing and VP of Engineered Solutions. Linde Canada is the premier supplier of gases, welding equipment and safety products with 69 stores, a fleet of trucks and drivers, and dedicated customer service and sales teams. Their 1,000+ expertly trained employees are dedicated to safely supplying a full range of liquid and compressed industrial and specialty gases, welding, cutting and scientific equipment, and safety products and accessories. b) Richard Dick Couch President and CEO of Hypertherm Manufacturer Perspective In 1968, Dick Couch and Robert Dean co founded Hypertherm to apply ultra high temperature technology to industrial problems. In 1971, Mr. Couch purchased the majority interest in Hypertherm and became Chief Executive Officer and Chairman of the Board. Mr. Couch has numerous patents in the fields of plasma cutting and pollution control. He is a member of the National Academy of Engineering and one of the founders of Ledyard National Bank in Hanover. Since its inception, Hypertherm has grown to over 850 associates worldwide and has been recognized as a "Best Place to Work in America" for its commitment to employees and the community at large. Since 1968, Hypertherm has been the industry leader in plasma arc cutting equipment and service. By continually delivering breakthrough advances in metal cutting productivity and precision first in plasma, now also in laser Hypertherm reaffirms and extends its position as the world's leading supplier of advanced high temperature metal cutting technology. Hypertherm serves a wide range of industrial metal cutting needs from its headquarters in Hanover, New Hampshire, with subsidiaries, sales offices and partner representation worldwide. c) Alan Beaulieu Senior Economist at Institute for Trend Research Alan Beaulieu is a senior analyst, economist, and principal with the Institute for Trend Research (ITR) since Mr. Beaulieu consults to companies around the world, and his economic forecasts have been quoted in numerous business publications and economic journals. Alan Beaulieu has been a long time favorite of WEMCO, and is a highly anticipated feature at the Annual WEMCO Meetings. NOTE: In an earlier teleconference on April 24, Mr. Adam Fein s name was mentioned as a potential speaker for On May 21, Angela Henson of Pembroke Consulting was contacted concerning Adam Fein s availability to speak at the 2009 Annual Meeting. Mr. Fein is currently available to participate as a speaker at the upcoming WEMCO Annual Meeting, and his fees for 2009 will range between $10,000 to $12,000, plus travel and expenses.

20 Exhibit Annual Meeting Confirmed Speakers Also, further research was done for prospective speakers (specifically on private label, economic growth, and globalization) in the San Diego, California, area via internet; however, it was discovered that the average cost to hire a speaker is around $10,000, and the lowest was at least $5,000. At this time, the committee has agreed not to pursue Mr. Fein or other paid speakers at the moment.

21 Site Inspections

22 Exhibit Site Inspections for 2010 Annual Meeting Site Inspections for the 2010 Annual Meeting The Mission Inn Resort and Club The Spanish-themed Mission Inn Resort and Club is a secluded oasis 35 minutes northwest of Orlando, Florida, and 45 minutes from Orlando International Airport. Much smaller than its initial appearance, the 189-room resort sits on 1,000 acres of rare Florida hills. It is also home to the famous El Campeón golf course that is ranked 10 th in the state. The resort staff appears to be like an extended family, and greet one another with the same approach you would use to greet your cousin. This is primarily due to the fact that Mission Inn is family-owned; however, the Benchmark Hospitality has managed the resort since Within 25 minutes, there is the picturesque town of Mount Dora, which is known for their antique shops, boutiques and tearooms. You can also visit the nearby Lakeridge Winery, or spend a day in one of the Orlando theme parks. Unfortunately, there is no fine dining in the area to experience. Although the resort boasts exceptional catering prices, the meeting room facilities are not complimentary; however, this may be negotiable. The rooms are in a modest and traditional décor, and the bathroom countertops are marble; but, there is no flat screen HD television in the room, nor is there a mini-bar. Some of the rooms sit directly on the golf course, whereas others overlook the tennis court or parking lot. An appealing feature is the ability to walk from your room, to the front desk, and meeting facilities without ever going outside. The dining experience was a little on the bland side, and could have used a little spicing up. Overall, the resort was a very quiet setting, the staff was accommodating, and the meeting rooms were quite sufficient for WEMCO s needs. But, there are no restaurants in the area, and the recreational activities are at least minutes away. Arnold Palmer s Bayhill Club and Lodge Nestled in the middle of a residential neighborhood in Orlando, Florida, the Bayhill Club and Lodge is unassumingly tucked away with no fanfare. With only 70 rooms, the ambience is very warm and intimate. The friendly nature by the front desk, and the attentiveness from the Food and Beverage Manager made up for the initial lackadaisical attitude demonstrated by the Sales Manager. The rooms are not like what you would expect at a lodge; the décor resembled what you would expect at a first-class deluxe property. The fact that the lodge is quite small, WEMCO would be the lodge guests during the annual meeting. The food was absolutely the tastiest, and was truly a delectable delight. None of the other resorts can match Chef Nick s cuisine. Overall, the ambience of the lodge was rustic, warm and intimate. The attitude from the staff was great, and they truly depicted the epitome of a team. The food was the ABSOLUTE BEST, which is fortunate because there are not many fine dining restaurants in the area. The Waldorf=Astoria Orlando It was extremely hard to draw an opinion on the Waldorf=Astoria Orlando because it is still in the construction phase; however, based on the Waldorf=Astoria New York, and the initial meeting of Sales Manager, Nathalia Cardenas, it is probably safe to say that this property is going to exceed in style, grace and customer service. Because the Waldorf=Astoria will be a 5-star resort, all of their rooms will be deluxe rooms with concierge service. It will be interesting to see the fusion of this elegant 5-star property with the tropical, relaxed atmosphere Florida exudes. The Villas of Grand Cypress (affiliated with, but not a part of the Hyatt Regency Grand Cypress)

23 Exhibit Site Inspections for 2010 Annual Meeting In the middle of Orlando, the Villas of Grand Cypress is situated on 1,500 pristine acres of tranquility. It is hard to imagine that minutes from the resort s very relaxing and peaceful setting is an abundance of Orlando s major attractions. The resort is truly a home-away-from-home and features a sunken living room area. Again, the service at this property was top-notch; the staff treated one another in a very fun-loving and carefree manner, which added to the relaxing and casual atmosphere. The Mediterranean-styled villas are exceptional, and were located directly on the golf course. Each villa is equipped with a mini wet-bar area, and a flat screen HD television. Another nice feature was the resort s Executive Meeting Center. The center houses all of the resort s meeting facilities, and allows exclusive group check-ins. The Villas have renovated the award-winning Black Swan Restaurant, which is now known as Nine 18. The atmosphere is subdued, and overlooks the golf course. The food was tasty, and the restaurant staff was superb. Overall, the resort was great, the food was good, and the customer service was top-notch. The local attractions consist of Orlando s major theme parks and restaurants. The only drawback is that the resort is not well lit at night, thus the evenings are extremely dark and eerie. PGA National Resort The PGA National Resort exceeded themselves in attentiveness and customer service. From initial contact, the service was superb! Every step of the way, the PGA National staff was extremely attentive and accommodating more than expected during site visits. The National Sales Manager took the time to answer each and every question on my site inspection checklist, BEFORE my arrival. The multi-million renovation made every effort to ensure a casual and unpretentious atmosphere at PGA National. The ambience encourages camaraderie and constant networking. Throughout the lobby and public corridors, music fills the air. The décor style is very modern, and does a great job of meshing the outdoors with the indoors. Throughout the lobby, there s an abundance of sofas, chairs and tables for constant networking and socializing. The mecca of the lobby is the new ibar, which flows right though into the new Ironwood Grille Restaurant. The dining experience at the Ironwood Grille was delicious. The portions were very generous, and the restaurant staff was extremely attentive. Guests can have the convenience of printing their airline boarding passes right in the Business Center/Concierge Desk. The room décor is traditional, and are equipped with mini-bars, and flat screen HD televisions. Again, enough cannot be said about the staff; they were truly exceptional. PGA National appears to be much larger than its 339-room facility; however, it is just large enough not be considered boutique, but small enough to remain personalized. While at the resort, the Director of Group Sales was kind enough to give a tour of the area. Within 10 minutes from the resort, there are at least 83 fining dining restaurants for your dining pleasure. There is also the nearby PGA Commons that is filled with shops, boutiques, spas, restaurants, and much more. If you prefer to go to the beach, its just 6 miles from the resort. The area is extremely classy with an abundance of activities. Overall, the PGA National Resort was SUPERB all-around! Rooms, meeting space, dining experience, customer service, and local attractions all first class; however, there is an ongoing issue with birds on one of the restaurant s outdoor terrace. The good news is that that the restaurant will be completely renovated, and the birds issue will be resolved. All renovations are schedule for completion by August 2008.

24 Exhibit Annual Meeting: Collaboration with RWMA WEMCO AND RWMA CHAIRMAN TELECONFERENCE Date: Monday, June 9, 2008 Time: Chairs: Attendees: Recording Secretary: Absent: 2:00 p.m. EST D. Brown (WEMCO), M. Simmons (RWMA) S. Hopkins N. James Tapley B. Roth I. TELECONFERENCE COMMENCEMENT Teleconference call to order at 2:00 p.m. EST II. ANTITRUST GUIDELINES Teleconference conducted in accordance with the WEMCO and RWMA Antitrust Guidelines III. WEMCO and RWMA Meeting Collaboration WEMCO Chair D. Brown expressed the desire to conjoin the RWMA and WEMCO Annual Meetings into one winter formatted Annual Meeting that would benefit both committees. D. Brown also stated that in an effort to be in concert with RWMA s Annual Meeting guidelines, WEMCO has moved its dates back to February 26 28, for the 2009 WEMCO Annual Meeting. Meetings are normally held during the second week in January. RWMA Chair M. Simmons pointed out that the WEMCO Annual Meeting date is an issue that can be negotiated; however, the consumption of the members time, as well as the cost of the WEMCO Annual Meeting is a major challenge for the RWMA Committee. He further stated that RWMA is mainly comprised of small and typically privately held entities that are often derived from a family business. Thus, the committee tends to be financially frugal with its funding. M. Simmons also said that he understood the main reason for the higher cost associated with the WEMCO Annual Meetings is most likely due to the time of the year; winter is the peak season for hotels and resorts. He said that the time spent deciding on a meeting location and facility for the RWMA Annual Meetings is very consuming, but essential to maximizing the cost. M. Simmons asked for the current WEMCO Annual Meeting fees and room rates, which are as follows: WEMCO Annual Meeting Location: Palm Springs, California Room Rates: $230 per night WEMCO Annual Meeting Location: Longboat Key, Florida Room Rates: $245 $355 per night

25 Exhibit Annual Meeting: Collaboration with RWMA Rancho Bernardo Inn Location: San Diego, California Room Rates: $250 per night S. Hopkins and N. Tapley confirmed that the RWMA Annual Meeting registration fee is $450 per member, and $200 per spouse, and the WEMCO Annual Meeting registration fee is $720 per member, and $225 per spouse. M. Simmons said that moving the RWMA Annual Meeting to the fall will present a scheduling issue because of school openings, FABTECH International/AWS Welding Show, and the Sheet Metal Conference. S. Hopkins confirmed that the 2008 RWMA Annual Meeting will take place October Currently, RWMA is considering having its 2009 Annual Meeting during the first or second week in October, and its 2009 Spring Meeting during the last week in April. D. Brown said that WEMCO would consider moving its Annual Meeting dates to the month of March, but would be reluctant to move the dates any further. M. Simmons said that RWMA may also be willing to compromise and move its dates up to coincide with WEMCO. M. Simmons also mentioned that it would be easier to shift the RWMA Spring Meeting, as opposed to the RWMA Fall Meeting, because the Spring Meeting is a working meeting. Both Chairs agreed that the most conducive time to consider conjoining the WEMCO and RWMA Annual Meetings would be in the year M. Simmons said that based on WEMCO s overall meeting cost, he assumed that the hotels were more expensive; however, he understands that this is not necessarily the case. He pointed out that by combining the WEMCO and RWMA Annual Meetings, WEMCO could possibly generate the revenue that is sufficient to the committee s viability. He recommended that effort is made to ensure that there is not a negative financial impact. M. Simmons said that this issue would be discussed during the RWMA monthly executive teleconference, scheduled to be held on June 25, D. Brown reported that he will also discuss this issue with WEMCO during the Executive Meeting on Thursday, June 12, He stated that the questions raised during this teleconference can be brought to WEMCO for their feedback. Concluding the WEMCO Executive Meeting, D. Brown will contact M. Simmons on the outcome. If there is a similar interest to conjoin the Annual Meetings from RWMA, then both Chairs will form a small group of WEMCO and RWMA members to work through some of the obvious challenges and details that exist. D. Brown said that from an AWS perspective, the conjoining of both WEMCO and RWMA Annual Meetings may be advantageous; however, he stated that clearly the interest of both groups come first and foremost. D. Brown added that both committees may be able to increase the value of the meeting program, and secure speakers that would benefit both WEMCO and RWMA. Both chairs agreed that the financial component that is associated with conjoining the Annual Meetings will require further discussion. S. Hopkins asked if WEMCO was fixed on a Florida/California Annual Meeting rotation. M. Simmons stated that RWMA does not go as far west as California D. Brown reported that WEMCO is currently having discussions regarding the Annual Meeting rotation, as well as the expenses associated with meeting sites. S. Hopkins asked that the RWMA Executive Committee be involved in the speaker selection process if the Annual Meetings are conjoined. D. Brown said that WEMCO is very cognizant

26 Exhibit Annual Meeting: Collaboration with RWMA of this issue, and stressed that the overall goal is to enhance the continuity that already exist between both committees, and maximize the value to all members. D. Brown thanked M. Simmons, S. Hopkins, and N. Tapley for their time. M. Simmons requested that S. Hopkins add the topic: WEMCO and RWMA Conjoining Annual Meetings in 2010 to the meeting agenda for the teleconference on June 25, IV. TELECONFERENCE ADJOURNMENT The teleconference adjourned at 2:25 p.m. EST

27 Exhibit 3.3 Image of Welding Committee Teleconference Monday, May 20, 2008 IMAGE OF WELDING COMMITTEE TELECONFERENCE Date: Monday, May 20, 2008 Chair: Attendees: Recording Secretary: Absent: B. Vernyi J. Horvath, E. Levert, N. James Tapley E. Bohnart, D. Eckert, B. Fernicola, R. Franklin, B. Hetzendorfer, C. Peters, W. Tuttle I. MEETING COMMENCEMENT Meeting commenced at 2:00 p.m. EST II. WEMCO ANTITRUST GUIDELINES Meeting conducted in accordance with the WEMCO Antitrust Guidelines III. IMAGE OF WELDING (IOW) AWARDS HEROES OF WELDING 1. Few Nominees for the IoW Awards Because there are fewer than 10 nominees for the Image of Welding (IoW) Awards, the deadline has been extended to July 31, Chair B. Vernyi has asked the committee to promote the IoW Awards by encouraging individuals to vote. J. Horvath asked about the remaining categories that still require nominations. N. Tapley will provide the committee with this information. The awards ceremony will take place during the FABTECH International and AWS Welding Show this October in Las Vegas, Nev. 2. IoW Awards Nomination and Voting Committee J. Horvath reviewed the nomination and voting process with the committee: a. Anyone can nominate an individual for an IoW Award. b. During Adrienne Zalkind s, Assistant Director of Marketing, leave of absence, ballots can be sent to N. Tapley. c. There is no IoW Awards Voting Committee. The awards are voted on by the Image of Welding Committee members. UPDATE: Verified the IoW Awards voting process with Jeff Weber, AWS Associate Executive Director. d. Each nominee is required to submit a biography. The voting committee reviews the biographies and nominates the best two candidates for each IoW category. e. The nominees are reviewed and discussed by the voting committee, and a winner is selected from each category.

28 Exhibit 3.3 Image of Welding Committee Teleconference Monday, May 20, 2008 f. Winners are notified prior to the FABTECH International and AWS Welding Show in October, and encouraged to bring their families/friends to share the experience. g. Awards are distributed at the FABTECH International and AWS Welding Show. The winners are also placed on the AWS Web site, and in the Welding Journal magazine. h. The IoW Awards ceremony is very important to the welding industry, and continues to build prominence and prestige. The participants experience a sense of enthusiasm and pride, and take the awards very seriously. IV. IMAGE OF WELDING AWARD CEREMONY AND WEMCO LUNCHEON. 1. Luncheon Objective The topic of incorporating a WEMCO luncheon with the Image of Welding Ceremony was discussed during the executive meeting this past January. The objective is to invite WEMCO members and prospective candidates to the luncheon to become more involved with the IoW Committee, the awards ceremony, and WEMCO. 2. Conflict The time when the luncheon will take place remains to be an issue. Quite a few committee activities take place during the welding show, and many of the same individuals serve on these committees; therefore, attempting to coordinate a time that would be conducive to everyone s schedule poses a challenge. 3. Concept and Approval B. Vernyi suggested soliciting companies in the welding industry to become more involved by sponsoring the proposed WEMCO and IoW luncheon. Currently AWS sponsors a buffet luncheon as part of the IoW ceremony; however, this luncheon can become formalized and elaborate. B. Vernyi recommended asking various companies for historical information that can be included in the ceremony, and put on display for individuals to see. Some examples are: welding video(s) that can run in the background; tabletop exhibits of historical welding artifacts such as torches or other equipment. J. Horvath suggested that funds raised should be allocated to the IoW Committee. The committee stipulated that the WEMCO and IoW luncheon should not be too commercialized, and should be approved by AWS Headquarters. B. Vernyi will discuss this matter with AWS Executive Director, Ray Shook, and AWS Associate Executive Director, Jeff Weber. V. COMMITTEE MEMBERSHIP: 1. Meeting Announcements B. Vernyi to work with N. Tapley regarding the meeting announcements to the attendees in an effort to improve attendance. 2. Soliciting New IoW Members B. Vernyi is currently encouraging companies such as Hobart Brothers and Miller Welding

29 Exhibit 3.3 Image of Welding Committee Teleconference Monday, May 20, 2008 to become new IoW members. Currently, there are no members on the committee representing the educational aspect of welding, or companies that are involved with the younger generation as it relates to welding. He said his goal was to solicit IoW members from the distributor aspect. The committee suggested that active GAWDA members may also be interested in an IoW membership. 3. Companies Potentially Interested in an IoW Membership In addition, J. Horvath mentioned that the following companies may be interested in an IoW membership as well: a. Norco of Boise, Idaho b. Commonwealth Supply of York, Pennsylvania c. Roberts Oxygen of Rockville, Maryland d. Linweld (division of Trigas) of Lincoln, Nebraska e. Minneapolis Oxygen of Minneapolis, Minnesota J. Horvath will supply B. Vernyi with a list of distributor companies. E. Levert suggested inviting Monica Pfarr, AWS Corporate Director and SOS of Foundation, to participate in IoW meetings and discussions. He said that her input would be valuable, and her influence can aid in promoting the image of welding. 4. Valley National Gases and IoW Membership B. Vernyi stated that Valley National Gases of Cleveland, Ohio, is a good distributor candidate for IoW membership. Mike Ziegler is the current CEO, and Mark Blakely has moved from Western Enterprises, and is now the Regional Manager of Valley National Gases. VI. IMAGE OF WELDING WEB SITE The IoW would like to create a newer and more effective Take Up The Torch Web site. The web site objective is to encourage young web users to learn more about welding. N. Tapley suggested discussing this issue with Angela Miller, AWS Webmaster. The committee still has to determine the content and look for the web site. UPDATE: On June 4, Sam Gentry, AWS Foundation Executive Director, sent an e mail to N. Tapley confirming that the AWS Foundation Department is in the process of developing a new web site as a part of the Workforce Development Initiatives. He stated that the web site will involve image content as an important key element to the welder workforce initiatives; however, this concept is still in the exploratory and planning stage. Gentry also mentioned the significant cost to the IoW Committee if they were to pursue an independent web site to promote the image of welding. During the 2009 WEMCO Annual Meeting in San Diego, Calif., Gentry will discuss the web site development and implementation in further detail. VII. IOW INITIATIVES SPEAKER BUREAU AND SPEAKERS GUIDE J. Horvath will research his notes on the speaker s bureau for the initiatives that were previously discussed. He recalled that the initiative were to contact available speakers to speak at chapter meetings

30 Exhibit 3.3 Image of Welding Committee Teleconference Monday, May 20, 2008 B. Vernyi mentioned that a speaker template could provide interested speakers with the basic points to review, and AWS sanction points that can be discussed. He added that the template would ensure consistency and promote welding safety. E. Levert indicated that AWS already has a speaker s guide that was recently updated by subject matter and geographical locations. He believes that this information is submitted in a kit by Rhenda Mayo, AWS Director of Member Services, at the district conference annually. B. Vernyi mentioned that this guide could be distributed to the various regions. N. Tapley will speak with Rhenda Mayo, about the speaker s bureau, and the speaker s guide that was recently updated. UPDATE: On June 4, Rhenda Mayo sent an e mail to N. Tapley stating that the Speakers Directory is located on the AWS Web site in the Section Tool Kit. The direct link is Mayo indicated stated that the success of the new directory depends on volunteer speakers. She mentioned that if any member was interested in being a speaker, or know someone who is interested, to please submit the Speaker Form.doc to her attention at rhenda@aws.org. VIII. LIST OF DISTRIBUTORS WITH TRAINING AND EDUCATIONAL FACILITIES The committee discussed eliciting assistance from GAWDA to compile a list of their members that offer training opportunities. J. Horvath pointed out that there is no master list of distributor training facilities at present; however, there are many distributor companies that provide welding classes and other opportunities for individuals to explore welding as a potential career. E. Levert mentioned that some of these distributor companies also visit various schools to recruit new welders. J. Horvath said that many schools and distributors travel across cities in semi trucks promoting welding; however, the task is to locate these facilities in order for a list to be compiled. J. Horvath said that he initiated a conversation with Gary Stoneback, GAWDA President, regarding this issue. Mr. Stoneback indicated that he would eagerly work with IoW. B. Vernyi will continue this conversation with Mr. Stoneback regarding this issue. IX. NEW WELDING CAREER CATALOG E. Levert informed the IoW Committee that he was not pleased with the newly created catalog of welding careers by the AWS Foundation Department. He further added that he would personally discuss this issue with Ray Shook. E. Levert stated that the pictures selected for the catalog should have been reviewed before production, and that many of the pictures presented individuals welding with their heads down, inhaling welding fumes, and other improper welding procedures. E. Levert also pointed out that the purpose of the Welding Career Catalog was to depict welding careers; however, the images were mainly of welders. He stated that there should have been a broader range of images reflecting the various careers in welding (technicians, welding engineers, sale representatives, etc.). E. Levert noted that the catalog was a good starting point; however, a letter expressing his concerns would also be sent to the AWS Foundation Department, as well as sharing his viewpoints with the AWS Board of Directors during Board Week. B. Vernyi commended E. Levert on his insightfulness concerning this matter. X. MEETING ADJOURNMENT The meeting adjourned at 2:33 p.m. EST

31 New Quarterly Report Schedule as of June 2008 Report Submittal Deadline Newsletter Release Date Utilization of the Reports December 12, 2008 December 19, 2008 The data from this report will be implemented into the Annual Meeting Presentation, as well as the report will be included in the 2008 Winter Edition of the WEMCO Newsletter. N/A March 20, 2009 June 1, 2009 June 19, 2009 N/A September 18, 2009 December 10, 2010 December 17, 2010 Will derive from the Annual Meeting, and will be included in the 2009 Spring Edition of the WEMCO Newsletter. Will be included in the June Executive Meeting Agenda, and will be included in the 2009 Summer Edition of the WEMCO Newsletter Will derive from the June Executive Meeting Minutes, and will be included in the 2009 Fall Edition of the WEMCO Newsletter. The data from this report will be implemented into the Annual Meeting Presentation, as well as the report will be included in the Winter Edition of the WEMCO Newsletter.

32 Report Template

33 Exhibit WEMCO Sub committee Generic Template Sub-committee Name Sub-committee Chair Quarterly Report 550 NW LeJeune Road Miami, Florida Phone: , ext. 444 Fax: E mail: wemco@aws.org URL:

34 Exhibit WEMCO Sub committee Generic Template Sub-committee Name Sub-committee Chair Add your bullets here 550 NW LeJeune Road Miami, Florida Phone: , ext. 444 Fax: E mail: wemco@aws.org URL:

35 Exhibit WEMCO Sub committee Generic Template Thank You! 550 NW LeJeune Road Miami, Florida Phone: , ext. 444 Fax: E mail: wemco@aws.org URL: