THE PLANNERS NETWORK, INC. Board of Directors Meeting May 7, 2003 LAX Westin Hotel, Los Angeles, CA MINUTES

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1 THE PLANNERS NETWORK, INC. Board of Directors Meeting May 7, 2003 LAX Westin Hotel, Los Angeles, CA MINUTES PRESENT: Directors: Dave Stevens, Tom Wolf, Glenn Duncan, Mark Pash, Bill Yakobovich, Jill Campbell, Stephen Kipp, Alan Kerby, Jim Braziel, and Kären Locklin, Corporate Secretary Directors: Bill Locklin, Jeff Stark, Alan Taxon, and Paul Toohey. Guests: Allen Ostrofe, George Knapp, and Ruth Pash. Dave Stevens called the meeting to order at 1:40 PM on Wednesday, May 7, Minutes: The minutes of the January 29, 2003 meeting were approved as submitted on 2/20/03 by an vote. This was done so the minutes could be posted on the TPN website. 2. Standing Committee Reports: Sponsor Program, Kären Locklin, Chairman Recommendations for Board Action: a. Children s fees: Under age 5, no charge; Ages 5-11, $150; Ages 12-17, $275; Ages 18 & older, $300. For non-immediate family guests, the fees are the actual costs (ages 5-11, $375; ages 12-17, $550; 18 & older, $600). MOTION: Tom Wolf moved to accept the committee s recommendation above. Jill Campbell seconded the motion. Motion passed unanimously. b. Travel subsidy: MOTION: Glenn Duncan made a motion that TPN would pay a $300 travel subsidy for any Member who lives over 1,500 miles from the meeting site. Tom Wolf seconded the motion. Motion passed unanimously. c. Upgraded larger rooms: MOTION: Glenn Duncan made a motion that Members get first priority on a first-come, first-serve basis for room upgrades. Bill Yakobovich seconded the motion. Motion passed unanimously. d. Member benefits: Same rules apply as previously stated for past conferences. e. Fiscal year end. The committee suggested that the Board look into changing the fiscal year-end to October 30. After some discussion, the Board asked Alan Taxon to look into the ramifications of making that change. f. Destination Resources Letter of Agreement: The Destination Resources Letter of Agreement expires on June 30, The committee recommends that it should be extended at least until after the July conference. MOTION: Tom Wolf moved to extend the Destination Resources Letter of Agreement with the same terms to December 31, Glenn Duncan seconded the motion. Motion passed unanimously (Mark Pash abstained). g. Spring 2004 meeting: The LAX Westin has offered the same terms as in the 2003 contract for the spring 2004 meeting. Without making a commitment at this time, the board suggested that we put a hold on a date in April

2 Training and Education Committee, George Knapp, Chairman Request for resources from the Board: The committee would like to have some funds to pay for guest speakers at conferences and workshops. For the July conference, there should be money in the 2003 workshop budget that could be applied to speakers. The committee was asked to submit a request to the Board for funds to be budgeted for training and education for the fiscal year, which would include the conferences in RIA Investment Committee, Terry Welsh, Chairman (Tom Wolf reported to the Board in Terry Welsh s absence). The committee will be developing a marketing plan, will talk to Partnervest about the future, and will set up policies and procedures for products and services to be offered through the TPN RIA. Insurance Committee, Bill Locklin, Chairman. Bill Locklin will see that the roster of TPN insurance producers is updated. He will continue to explore hiring an insurance staff person. He will work with the committee to design workshops for insurance education and training. 3. Special Committee Reports: Shareholder Issues Committee, Mark Pash, Co-chairman. Recommendation for Board Action: The committee requests Board authorization to do research on capital formation issues. MOTION: Mark Pash made a motion to authorize the committee to do research on capital formation issues. Stephen Kipp seconded the motion. Motion passed unanimously. Planning and Discussion Committee, Alan Taxon, Co-chairman. Alan Taxon presented the final draft of the Request for Proposal. Jeff Stark questioned the statement in the third paragraph and suggested it be changed to read, TPN s board has elected is considering registering TPN with the SEC and NASD as a broker-dealer. Jim Braziel said that the Letter of Understanding, contract, and note should be written before a letter of solicitation of interest is sent. Tom Wolf said that the existing committee should continue the work. Bill Yakobovich said that the committee couldn t do this work; the board should. Jim Braziel suggested bringing industry consultant, Larry Papike, to the July meeting. Steve Kipp commented that we are still considering two options: production group vs. broker dealer. Tom Wolf reiterated his concern that the Board had not adequately addressed the negative aspects of becoming a broker dealer. Mark Pash suggested that Wolf write down the negatives for the Board to review. Tom Wolf suggested that key players (potential partners) be invited to meet with the Board in a timely fashion rather than continue to draw out the process. ACTION ITEM: Kären Locklin will send each Board Member a copy of the current Letter of Understanding, contract, and note. Jim Braziel said that he thought he could these documents to each Board Member. MOTION: Bill Yakobovich made a motion that Larry Papike be invited to have a voice conference with the Board as soon as possible to get his input on the opportunities available today in the marketplace, and based on that information, the board may meet with potential outside companies as well as NPC prior to the July conference in order to develop a report for the members. Glenn Duncan seconded the motion. Motion passed unanimously. A voice 2

3 conference between the Board and Larry Papike was immediately scheduled for Friday, May 16 th at 10 AM. 4. Compensation and Evaluation Committee, Jeff Stark, Chairman. Annual performance reviews were completed and submitted to the committee as follows: Dave Stevens, Chairman, reviewed Tom Wolf, President. Tom Wolf, President, reviewed Kären Locklin, Chief Operating Officer. Kären Locklin, COO, reviewed Julie Bork, webmaster. Bill Locklin, Insurance Director, reviewed Sandi McMillan, Insurance Coordinator. Jeff Stark presented the reviews to the Board for their information and action, if necessary. 5. Election of Officers: MOTION: Jill Campbell moved that the Board let Members know that the position of President is available and that Tom Wolf will continue in that position until July. Alan Kerby seconded the motion. Discussion: Tom Wolf reiterated his statement from the Shareholder Meeting that the position of President is independent from being an elected board member or even a shareholder, and that the Board should notice interested parties that the position is available. He said he would continue to serve as President until July, if the Board deferred the election until then. Mark Pash stated that he would like to run for President this year. Tom Wolf stated that he felt that would be a conflict of interest due to TPN s contract with Destination Resources. Jill Campbell wanted to know more about the commitment of time required by the position. Stephen Kipp stated that he would support Mark Pash for President if Pash abstained from voting on any issue related to Destination Resources. Pash said that he has always abstained in those cases. Kipp also stated that he would like to see the meeting services contract brought to bid this year to avoid the appearance of a conflict of interest. Jim Braziel and Glenn Duncan asked for the question. Motion was defeated by a vote of 3 (Tom Wolf, Alan Kerby, Jill Campbell) to 5 (Stephen Kipp, Jim Braziel, Glenn Duncan, Mark Pash, Bill Yakobovich) with Dave Stevens abstaining. MOTION: Jim Braziel made a motion to hold the election for the positions of Chairman of the Board and President. Bill Yakobovich seconded the motion. Discussion: Tom Wolf again stated that the bylaws neither set a term of office for corporate officers nor do they specify the President be a Board member. Motion passed unanimously. Candidates for Chairman of the Board: David Stevens and Glenn Duncan. Glenn Duncan was elected Chairman by a secret ballot vote of 6 to 3. Candidates for President: Tom Wolf and Mark Pash. Tom Wolf decided to run for President when the above motion by Jill Campbell was defeated. When asked if he would serve beyond July 2003, he said it depended on what happens in the July meeting as to the future direction of the firm. Mark Pash was elected President by a secret ballot vote of 5 to Shareholder Meeting Follow-up -- Dave Stevens and Tom Wolf: There were no Board action items resulting from the Shareholder Meetings other than those previously covered in committee reports. 3

4 7. President s Report Tom Wolf: Partnervest Meeting. Tom Wolf reported on the meeting he and Kären Locklin had at the Partnervest offices in Santa Barbara on March 11 th. The RIA Committee was reformed to include all the TPN RIA affiliates and it will serve as the RIA Investment Committee. Partnervest has removed the cap and are now taking percentage on gross billings. TPN policy re: NPC conferences. ACTION ITEM: Kären Locklin asked the Board to consider approving a policy regarding TPN Members attending NPC meetings and conferences. For fiscal year , the budget included the reimbursement from NPC for qualifiers for the Top Producers Conference. NPC has said that it s okay for TPN Members to attend the NPC meetings and conferences and pay their own expenses. The Board will consider a policy for at the next meeting. 8. Finance: Because Alan Taxon presented the financial report at the Shareholder s Meeting, he was not present at this time in the meeting. The Budget will be discussed at the July Board Meeting. Mark Pash will talk to Alan Taxon about continuing as Chief Financial Officer with a stipend. Kären Locklin stated that she would like the continuity of Alan Taxon continuing as CFO to do payroll and pay the bills. Jill Campbell said that she would be willing to work on budgets and financial reports. 9. Chief Operating Officer Report Kären Locklin: The Board was given an updated spreadsheet showing the results of the 2003 Sponsor Program solicitation. The Sponsor Program Committee will make recommendations at the July Board Meeting for the Meetings and Conferences in Insurance Division Report Bill Locklin: Fiscal year-to-date (April 15) overrides in the TPN Insurance Division are $179, Other Business: MOTION: Mark Pash made a motion to start licensing TPN as a corporate real estate broker with David Stern and James A. Braziel as Vice Presidents of Real Estate and to establish initial procedures, payouts, and structure for its use by Members to be approved by the Board. Stephen Kipp seconded the motion. Motion passed unanimously. Board Liaison List: The Board Liaison list was updated with new board members and will be posted on the website as soon as possible. Committee Chairs: Committee chairs are invited to all Board meetings. 4

5 Dine-around Policy: MOTION: Jill Campbell made a motion to fine Members $100 if they fail to show up for their assigned dine-around appointment. Jim Braziel seconded the motion. Motion passed unanimously. Reverse Mortgages: Dave Stevens commented on reverse mortgages and said that he thought TPN Members should become knowledgeable in the programs available and that this should be presented to the Training and Educations Committee for future meetings. ACTION ITEM: Kären Locklin asked the Board to consider a policy regarding the use of the TPN logo. Next Meeting: Special Voice Conference, Friday, May 16, 2003 at 10 AM. Kären Locklin will instructions for dialing in to meeting. 12. Adjournment: The meeting was adjourned at 6 PM. Respectfully submitted, Kären Locklin TPN Corporate Secretary Approved as submitted Approved as corrected