BE IT REMEMBERED that the Annual Meeting of Members of Crosby Companies, L.L.C. (the Company ) was held on August 22, 2018, at 3:00 P.M.

Transcription

1 MINUTES FOR ANNUAL GENERAL MEETING OF THE MEMBERS OF CROSBY COMPANIES, L.L.C. August 22, 2018 Attendance: Directors: Robert H. Crosby, III, E. Howell Crosby, James Howell Crosby, Michael McDuff and Donna Rusch Other Members: Donna Margaret Cox Rusch, Elizabeth C. Bergin, Ethel C. Newton, E. Howell Crosby, James Howell Crosby, Jane M. Williston, Kenneth D. McDuff, Jr., Laura W. Kilpatrick, Mary Ann McDuff, Michael B. McDuff, Mary C. Whealdon, Robert H. Crosby, III, Susan M. Fontenot; See Exhibit A for sign in. List of Attendees in Person or by Proxy: See Exhibit B Others: Rene Redmann Location: 228 St. Charles Avenue, Suite 832, New Orleans, LA BE IT REMEMBERED that the Annual Meeting of Members of Crosby Companies, L.L.C. (the Company ) was held on August 22, 2018, at 3:00 P.M. The Manager, Robert H. Crosby, III, called the meeting to order with 357, of the 365,707 membership Shares outstanding present either in person or by proxy, shown in Exhibit B. Rene Redmann acted as secretary of the meeting. Robert H. Crosby, III opened the meeting by stating November 5, 2018, would mark the 80 th anniversary of the company. Robert H. Crosby, III reviewed the financial performance of the Company for 2017 and year to date 2018 and discussed the most recent valuation of the Company compared to prior years. The net cash flow projection for timber for was presented and discussed. Other future revenue streams that were discussed were timberland investment partnerships, the oil and gas market, higher and better use property and solar energy farms. Robert stated the 2018 tax reform was favorable to the company. Robert discussed the oil and gas bonus that was received in 2018, stating 20% had been retained by the company for debt repayment and reinvestment, while the other 80% was paid out in dividends. He discussed five possible well locations and the historic revenue collected by Crosby from Austin Chalk royalties. He is optimistic that the company will again profit from this in the future.

2 Robert discussed the needs assessment that was performed by a 3 rd party company. The needs assessment involved a 3 rd party company learning more about the details of Crosby s operations and made suggestions on an integrated inventory system that would tie together the operations and accounting functions that are currently stand-alone systems. The company provided a turnkey proposal that outlined the costs to outsource most of the operational functions of the company. Crosby s operating costs fell below the benchmark for a variety of functions, yet there are some savings to be had in other areas. Crosby will likely take a hybrid approach, keeping some operations in-house while outsourcing those that are more cost efficient to the company. Robert expects the implementation of these recommendations to span over at least 2 years, hopefully, beginning in Robert updated the Members on the current status of the arbitration case against Crown Pine in regards to the long-term surface lease. He informed them the case has been pushed forward to February 2019 and he does not foresee the date being moved any further out. At the 2017 Annual Meeting, Robert disclosed the Board of Directors is discussing the potential implementation of a redemption of shares in the future as allowed in Section 7.11 of the Operating Agreement. This would allow Members to exchange their shares, on a pro rata basis, for a price set forth by the Company. This will give Members the free choice to remain part of the family business. Robert updated that members that the board decided to push the implementation of the share redemption back due to pending events that could significantly change the company valuation but they are continuing to discuss this process. Robert stated the board intends to fill the remaining At-Large Director seat in the near future. Director Election: Robert H. Crosby, III reviewed the voting rights of the members per the Crosby Companies, L.L.C. Operating Agreement and By-Laws dated to be effective December 31, Pursuant to Section 4.3(a)(ii) of the Crosby Company, L.L.C. Operating Agreement and By- Laws dated to be effective December 31, 2013, the Class II director positions, currently held by James Howell Crosby and E. Howell Crosby, will expire on January 1, The Company must hold an election of the Class II Directors of the Company to serve a three (3) year term, which Class II Director shall be one RC Crosby Family Member and one TL Crosby Family Member, for the period of January 1, 2019-December 31, Robert H. Crosby, III called upon Michael McDuff as a Member of the Nominating

3 Committee to submit the final report of the committee, which he did by stating the following, Mr. Chairman, once charged, the Nominating Committee convened and solicited recommendations from both the TL Crosby and RC Crosby Family Members as to the names of qualified candidates for consideration for the Class II director. The TL Crosby Family Members recommended and proposed for the Committee s favorable consideration E. Howell Crosby. The RC Crosby Family Members recommended and proposed for the Committee s favorable consideration James H. Crosby. No other names were submitted to or received by the Nominating Committee. After further deliberation, the Nominating Committee respectfully nominates E. Howell Crosby and James H. Crosby for the Class II directors to serve a full term of 3 years. The Board authorized and unanimously approved the continuation of one At-Large Director to serve on the Board of Directors if appointed by the affirmative vote of the Members holding a majority of the outstanding Shares. The Nominating Committee recommends and nominates Edward R. Jud Grady, Jr. for an At-Large Director position to serve a 1-year term. Robert H. Crosby, III then discharged the Nominating Committee and opened the floor for further nominations and then stated, there being no further names submitted, the nominations are now closed. Donna Margaret Cox Rusch, Emily Alldredge, E. Howell Crosby, James Howell Crosby, Michael McDuff and Robert H. Crosby III were the Members chosen to cast the votes sent in via proxy. Emily Alldredge was not present at the meeting therefore her proxy votes were cast by Donna Margaret Cox Rusch. Each designated Member cast the votes sent in by proxy. The remainder of the election was cast by voice vote. The total votes cast by proxy and in person are as follows: Nominee # of Shares For % For # of Shares Against % Against # of Shares Abstaining % Abstaining E. Howell Crosby 357, % % % James Howell Crosby 357, % % % Edward R. Jud Grady 346, % % 10, % E. Howell Crosby was elected as Class II director for the TL Crosby Family to serve a term of 3 years. James Howell Crosby was elected as Class II director for the RC Crosby Family to serve a term of 3 years.

4 Edward R. Jud Grady, Jr. was elected as an At-Large Director to serve a term of 1 year. There being no further business, the meeting was adjourned.

5

6

7

8

9 2018 Crosby Companies Annual Meeting Vote Exhibit B Merge Name NUMBER OF SHARES % OF OWNERSHIP Present in Person and/or via Proxy (Y/N) Allison J. Fontenot % yes Anne Noble 1, % yes Brian C. Hofstad % yes Blake H. Fontenot % no Carol Annette Cox-Dorris 14, % yes Chase B. Williston Management Trust % yes Carolyn Cox Bonde 1, % no Catherine Crosby Cronce 5, % yes Catherine Crosby Gandy % yes Carla C. McClelland 20, % yes Ethel Celeste Cox Stanley 16, % yes The Cox Family Trust 15, % yes Charles H. McDuff, Jr. 3, % yes Christopher J. Crosby, Jr. 2, % no Carla M. Corley % yes Carla Maurin Corley Inter Vivos Trust No. 3 6, % yes Caroline M. Gallinaro % yes Caroline Maurin Gallinaro Inter Vivos Trust No. 3 6, % yes Christopher McDuff 3, % no Curtis Olen Crosby 5, % yes Colin Wallace Crosby % yes Christopher S. LeBlanc % yes Carter Crosby % yes Donald A. Cox, III 1, % yes Donna Margaret Cox Rusch 14, % yes Dylan Purcell Alldredge % yes Emily Crosby Alldredge 5, % yes Elizabeth C. Bergin 20, % yes Emma C. Crosby 2, % yes Ethel C. Newton Trust 5, % yes Emily H. Omana % no E. Howell Crosby 4, % yes

10 2018 Crosby Companies Annual Meeting Vote Exhibit B Merge Name NUMBER OF SHARES % OF OWNERSHIP Present in Person and/or via Proxy (Y/N) Elizabeth McClelland Boone % yes Erin Crosby Dickerman % yes Helen C. Gibert 5, % yes Julia A. Durbin % yes Jeremy Crosby Durham % yes John D. Gandy, IV % yes John E. McDuff 3, % yes James Howell Crosby 6, % yes Jason Michael Durham % yes Jane M. Williston 10, % yes Jeffrey S. Crosby % yes Katherine A. Crosby % yes Kenneth D. McDuff, III % yes Kenneth D. McDuff, Jr. 10, % yes Kaitlyn Kirsten Crosby 1, % yes Kim P. Crosby % yes Lillian C. Maurin % yes Lacy F. Guedon % yes Laura H. Crosby % yes Louise Marion Crosby % no Leslie McDuff-Lindley % no Leslie Virginia Dorris 1, % yes Laura W. Kilpatrick Management Trust % yes Mary Ann McDuff 9, % yes Michael B. McDuff 10, % yes Michael B. Noble 1, % yes Mary C. Whealdon 4, % yes Mary E. Gandy % Yes Matthew Howell Dorris 1, % yes Mary Kathryn Eddy % yes Michele L. Crosby % Yes Marli M. Quesinberry % yes

11 2018 Crosby Companies Annual Meeting Vote Exhibit B Merge Name NUMBER OF SHARES % OF OWNERSHIP Present in Person and/or via Proxy (Y/N) Margaret Maurin Quesinberry Inter Vivos Trust No. 3 6, % yes Margaret Reed Rusch 2, % yes Patricia C. Smith 4, % yes Thomas L. Crosby Residuary Trust 8, % yes Richard C. Crosby, Jr. 8, % yes Richard Cooper Crosby Family Trust 48, % yes Rebecca Crosby Kron 5, % yes Rufus Henry Alldredge, Jr % yes Robert H. Crosby, III 20, % yes Robert Crosby, IV % no Rebecca Robertson LeBlanc % yes Robert William Rusch 2, % yes Sarah M. DeHay % yes Susan M. Fontenot 8, % yes Thomas Allain Crosby % yes Tom Crosby, Jr. 5, % yes Taylor O. Fontenot % yes Virginia Alldredge Tracey % yes Virginia M. Gandy Family Trust 10, % yes William Howell Crosby % yes W. Spence McClelland % yes 365,707.00