American Dairy Products Institute - - MINUTES of the BOARD OF DIRECTORS MEETING Tuesday, April 28, 2015 Hyatt Regency Chicago Chicago, Illinois - - Attendance Directors: Doug Wilke, President Craig Alexander Richard Bradfield Kevin Burke Dermot Carey Jane Carlisle, Jr. Jon Davis Jim Dodson Greg Dryer Dalyn Dye Clint Fall Tim Gomez Keith Grove Susie Hjorth Hoyt Huffman Jeff Johnson Mark Korsmeyer David Lenzmeier Brian Linney Scott Meister Keith Murfield Tom Murphy Brad Nielsen Jerry Reilly Randy Robinson Gabriel Sevilla John Sleggs Scott Springer Richard Stammer John Tedford Jeff Vandel Kevin Vogt Others: Dave Thomas Lee Blakely John Coffey Steve Griffin Dan Meyer Ken Shook - - President Craig Alexander called the ADPI Board meeting to order at approximately 12:00 pm following the conclusion of the ADPI Business meeting, noting that a quorum still existed. President Alexander then called the Directors attention to ADPI s Antitrust Compliance Policy, a complete copy of which was included in each Director s meeting binder, reminding all members to 1
conduct themselves in accordance with said policy. Craig also noted that John Coffey, ADPI Counsel, was present for the meeting. APPROVAL OF AGENDA After a review of the Agenda, it was moved, seconded and unanimously agreed to approve the Agenda for the meeting. APPROVAL OF MINUTES President Alexander stated that the minutes of the February 20, 2015 ADPI Board meeting were included in each Director s folders. President Alexander asked for review and additions. Upon a motion and a second, the February 20, 2015 minutes were unanimously approved as submitted. President Alexander recognized and congratulated ADPI s newly elected and re-elected Directors. He reminded all Directors that a new Board listing and contact information were included in their Board folders. ELECTION OF OFFICERS A motion was received to elect Doug Wilke as President of the ADPI Board for a term of two years, beginning April 28, 2015. The motion was seconded, and since no other nominations were received, action was taken to unanimously elect Doug Wilke as ADPI Board president. President Doug Wilke now moderating meeting. President Wilke thanked the Board for their confidence and pledged to execute his duties of ADPI President professionally and successfully. Doug also thanked Craig Alexander for his strong leadership as President and for his eight years as on officer. President Wilke received individual motions to elect the following individuals as ADPI officers: Jerry O Dea as Vice President Kevin Vogt as Secretary Dalyn Dye as Treasurer Each of the officer nominations were discussed and voted on individually. Each nomination was seconded, and after no further nominations were received, unanimous votes of the Board confirmed their election as ADPI Officers. APPROVAL OF ADPI EXECUTIVE COMMITTEE President Wilke stated that in accordance with Institute By-Laws, the Executive Committee is comprised of not less than 9 nor more than 18 Directors, elected from and by the Board, and that the President, Vice President, Secretary, Treasurer and immediate past President are automatically members of the Executive Committee. 2
A motion was received from the floor to nominate the following individuals to the Executive Committee for the 2015-2016 terms: Richard Bradfield, Kevin Burke, Dermot Carey, Jon Davis, Greg Dryer, Mark Korsmeyer, Dave Lenzmeier, Keith Murfield, Bill Neary, John Sleggs and Richard Stammer, (joining automatically assigned members Doug Wilke, Jerry O Dea, Kevin Vogt, Dalyn Dye and Craig Alexander). Receiving no additional nominations, the motion was seconded and approved unanimously. REPORT: Finance Committee Steve Griffin presented the 1 st Quarter 2015 Financial Report. Steve reported that ADPI s revenues were 10% above budget through the 1 st quarter of 2015 and expenses were on budget through the 1 st Quarter of 2015. Steve also mentioned that the 2015 ADPI/ABI Annual Conference achieved record attendance with over 960 attendees at the conference. AUTHORIZATION OF CEO TO MANAGE THE AFFAIRS OF ADPI At the request of President Wilke, the following motion was received from the floor: Resolved that pursuant to Article XI of the ADPI By-Laws, David Thomas, as Chief Executive Officer of the Institute, be, and he hereby is, authorized: (i) to conduct the business affairs and operations of the Institute; (ii) to enter into and execute contracts on behalf of the Institute; (iii) to establish bank accounts and credit accounts, make deposits and sign checks and drafts on behalf of the Institute; and (iv) to take such other actions that may be appropriate to carry out the foregoing responsibilities. The motion was seconded and unanimously approved. REPORT: Upcoming Events Dave Thomas reported on the upcoming ADPI sponsored events: IFT Food Expo will be held July 11-14 at McCormick Place in Chicago, IL ADPI Dairy Ingredient Seminar will be held September 22-23 at the Fess Parker Doubletree in Santa Barbara, CA Global Cheese Technology Forum will be held October 26-28 at the Peppermill Resort in Reno, NV ADPI/CME Dairy Risk Management Seminar will be held November 9-11 at the CME Auditorium in Chicago, IL DISCUSSION: Fall 2015 Board Meeting Dave Thomas noted that the Fall Board Meeting will be held on September 17 th and 18 th at the Conrad Hotel in Chicago, IL. - - There being no further business to transact, upon a motion and a second, the meeting was adjourned. 3
ELECTION OF PRESIDENT 1 st MOTION: I hereby submit a Motion to nominate Doug Wilke, as ADPI President, for a 2 year term ending in 2017. 4
ELECTION OF VICE-PRESIDENT 2 nd MOTION: I hereby submit a Motion to nominate Jerry O Dea as ADPI Vice-President, for a 2 year term ending in 2017. 5
ELECTION OF SECRETARY 3 rd MOTION: I hereby submit a Motion to nominate Kevin Vogt as ADPI Secretary, for a 2 year term ending in 2017. 6
ELECTION OF TREASURER 4 th MOTION: I hereby submit a Motion to nominate Dalyn Dye as ADPI Treasurer, for a 2 year term ending in 2017. 7
ELECTION OF EXECUTIVE COMMITTEE 5 th MOTION: I hereby submit a Motion to nominate Richard Bradfield, Kevin Burke, Dermot Carey, Jon Davis, Greg Dryer, Mark Korsmeyer, Dave Lenzmeier, Keith Murfield, Bill Neary, John Sleggs and Richard Stammer to join the previously mentioned officer group as additional members of the Executive Committee. 8
ELECTION OF NEW DIRECTORS 6 th MOTION: I hereby submit a motion that the following be elected to the Board of Directors of ADPI: Kevin Burke to represent Leprino Foods Company with his term ending in 2018 replacing Paul Vraciu who resigned from the board. 9
AUTHORIZATION OF CEO TO CONDUCT BUSINESS AND AFFAIRS OF THE INSTITUTE 7 th MOTION: I move that the following resolution be adopted: Resolved, that pursuant to Article XI of the Bylaws Dave Thomas, as Chief Executive Officer of the Institute, be, and he hereby is authorized: (i) to conduct the business affairs and operations of the Institute; (ii) to enter into and execute contracts on behalf of the Institute; (iii) to establish bank accounts and credit accounts, make deposits, and sign checks and drafts on behalf of the Institute; and (iv) to take such other actions that may be appropriate to carry out the foregoing responsibilities. 10
American Dairy Products Institute 2015 1st Quarter Budget Update 3 Month 3 Month $ % 3 Month 3 Month $ % INCOME: Actual Budget Variance Variance EXPENSES: Actual Budget Variance Variance Membership Dues $323,811 $311,350 $12,461 4% Rent $24,816 $24,700 $116 0% Interest Income 1,353 1,275 78 6% Utilities 2,954 2,900 54 2% Printed Matter 3,935 2,225 1,710 77% Office Supplies/Printing/Postage 1,430 3,900 (2,470) -63% Annual Conference 525,118 458,600 66,518 15% Subscriptions/Dues/Memberships 17,045 17,050 (5) 0% Global Cheese Technology 47,559 45,300 2,259 5% Equipment/Maintenance 3,708 4,400 (692) -16% Rental Income 3,600 3,600 0 0% Insurance 0 0 0 0% Other / Miscellaneous 845 475 370 78% Audit/Legal 0 0 0 0% Total Income $906,221 $822,825 $83,396 10% Meetings 2,493 2,550 (57) -2% Membership 40 750 (710) -95% Travel 7,086 5,750 1,336 23% Credit Card Fees 1,624 1,525 99 6% EXPENSES: Advertising/Promotion 0 1,000 (1,000) -100% General &Administrative $387,635 $391,025 ($3,390) -1% Center of Excellence 0 0 0 0% Washington Program 10,000 10,000 0 0% Training Academy 0 0 0 0% Research 15,000 15,000 0 0% Strategic Planning 12,500 12,500 0 0% Statistical Services 0 0 0 0% Miscellaneous 6,694 4,250 2,444 58% Committee Programs Salaries 198,811 198,825 (14) 0% Affiliate Member 0 0 0 0% Health & Welfare 28,816 31,200 (2,384) -8% Dairy Products Marketing 824 825 (1) 0% Payroll Taxes 19,404 19,500 (96) 0% Evaporated Milk 0 0 0 0% Retirement 60,214 60,225 (11) 0% Technical 3,159 1,200 1,959 163% Washington Program 10,000 10,000 0 0% Total Expenses $416,618 $418,050 ($1,432) 0% Research 15,000 15,000 0 0% Statical Services 0 0 0 0% Affiliate Member Committee 0 0 0 0% Dairy Products Mktg Committee 824 825 (1) 0% Evaporated Milk Committee 0 0 0 0% Technical Committee 3,159 1,200 1,959 163% To (from) Reserves $489,603 $404,775 $84,828 21% Total Expenses $416,618 $418,050 ($1,432) 0% 11