Fifth Meeting UCT Board of Governors July 4, 2014 Columbus, Ohio Chairman of the Board Larry Pilon called the fifth meeting of the UCT Board of Governors to order at 8:30 a.m. and welcomed everyone to Columbus, Ohio and the Convention. Present, including Chairman Pilon were: President Robert Kellogg, Vice President David Burt, Directors Thomas Hoffman, Gorden Woodworth, Secretary/Treasurer Gerald Thomas and Board Members George Bohn and Jerry Giff. Also participating: CEO Joe Hoffman, Vice Presidents Kevin Hecker, Ron Ives, John Marshall, Fraternal Director Sandy Shafer and Sales Manager Justin Hamill. Absent: Kevin Stinson, whose letter of resignation from the Board, effective June 30, 2014, was accepted. The Bible was opened and a prayer was offered by Chaplain Glenn Suever. Approval of Minutes David Burt, with a second by Bob Kellogg, made a motion to accept the March 2014 Board minutes. Motion carried. Agenda Review The Board agenda was reviewed and the following additions were made. Executive Committee Lindsay Maxwell Resignation Audit Committee GIAS Project Overview Continuing Education DCAT Report New Business Three Board resolutions Correspondence Secretary/Treasurer Jerry Thomas read correspondence from Ann Marshall and Keith Ward for donations received after a family member passed away. Also, a thank you note from Roberta Kellogg for remembering her during her recent surgery. President s Report Bob Kellogg highlighted his final report as UCT President. Bob Kellogg, with a second by Tom Hoffman, made a motion to accept the report of the UCT President. Motion carried. Executive Committee Chair Larry Pilon reported to the Board that Lindsay Maxwell, Chief Agent for Canada, resigned. Lindsay will stay on until mid-september to help with a transition. Lindsay will not be attending the Convention. 1
Audit Committee Audit Committee member George Bohn read the minutes of the July 3, 2014 Audit Committee. UCT Strategic Plan Update During discussion the Board requested that, at each Board meeting, they be apprised of progress of the UCT Strategic Plan. George Bohn, with a second by Jerry Giff, made a motion to accept the minutes of the Audit Committee meeting on July 3, 2014. Motion carried. May 31, 2014 Management Statement Kevin Hecker reviewed and answered questions on the May 2014 Management Statement. Jerry Thomas, with a second by Bob Kellogg, made a motion to accept the May 31, 2014 Management Statement. Motion carried. GIAS Project Update Joe Hoffman highlighted the GIAS Project Overview. For informational purposes only. No action taken. Board Internal Audit Jerry Thomas highlighted the internal audit report. The audit was performed on May 1, 2014. The next Board Internal Audit will be conducted in December 2014. Finance Committee Canadian Investment Review The March 31, 2014 Canadian Investment Review, prepared by FI Capital, Ltd. was discussed. There was one short-term bond out of compliance but it should correct itself by October. Tom Hoffman, with a second by David Burt, made a motion to accept the March 31, 2014 Canadian Investment Review. Motion carried. U.S. Invest Review The March 31, 2014 U.S. Investment Review, prepared by Prime Advisors, was discussed. There were no issues. Prime Advisors will make a presentation during the October 2014 Board meeting. Gorden Woodworth, with a second by Bob Kellogg, made a motion to accept the March 31, 2014 U.S. Investment Review. Motion carried. DCAT Report Merv Worden At 10:00 a.m. Canadian Actuary Merv Worden joined the meeting, via conference call to review the January 1, 2014 DCAT Report. Merv s opinion is that the financial condition of the company is satisfactory under assumptions outlined in the DCAT Report. The DCAT Report has been filed with OSFI. Merv finished his report and left the call at 10:20 a.m. Jerry Giff, with a second by Gorden Woodworth, made a motion to receive and approve the Canadian Branch DCAT Report of January 1, 2014. Motion carried. 2
Reports UCT Charities Scholarships Sandy Shafer reported that YTD, we have awarded $28,200 in scholarships. For the time period July 2013 to June 2014, we have awarded 121 scholarships, totaling $61,550 and the average scholarship during that time was $509. Three scholarships were awarded from the Heaston Scholarship Fund to: Michelle Calderon of El Paso, Texas; Madison Valentine from Grand Island, Nebraska; and, Dylan Harrington of Annapolis, Maryland. Gorden Woodworth, with a second by George Bohn, made a motion to accept the scholarship report. Motion carried. Continuing Education The subject for this meeting was Merv Worden s DCAT report. It was recommended that the ERM be the subject for December Continuing Education. Constitution Review Chair David Burt read the two resolutions from the Board that will be presented at the Convention. Jerry Giff, with a second by Tom Hoffman, made a resolution to accept the two resolutions. Motion carried. Bob Kellogg, David Burt and Gorden Woodworth will meet and present the resolutions to the Resolutions Committee. (Update: presented) only the resolution pertaining to the Secretary/Treasurer was BCQC Jerry Giff gave the background on what had transpired during the year on the BCQC. Two applicants were qualified to run for the position of Director (Sentinel) and they are Chris Phelan and Numan Loafman. There are two open Director position on the Board due to the resignation of Kevin Stinson. Canadian Task Force Jerry Giff highlighted the minutes of the Canadian Task Force meeting of June 24, 2014. Jerry Giff, with a second by Gorden Woodworth, made a motion to accept the report. Motion carried. 3
Departmental Reports Canadian Operations Jerry Giff, with a second by Gorden Woodworth, made a motion to accept the report of Canadian Operations, as printed. Motion carried. Finance/Compliance Kevin Hecker highlighted the report of the Finance and Compliance Departments. Bob Kellogg, with a second by Jerry Giff, made a motion to accept the report. Motion carried. Jerry Thomas, with a second by Tom Hoffman, made a motion that rather than sending a $500 check to the alternative councils, they must first set up a bank account for direct deposit. Motion carried. Fraternal/Office Services/COM Sandy Shafer highlighted the report of the Fraternal/Office Services/COM departments. Tom Hoffman, with a second by David Burt, made a motion to accept the report. Motion carried. Human Resources Kevin Hecker highlighted the report of the Human Resources department. Currently we have 64 employees. It was suggested that another bracket be listed on number of employees to reflect employees per member ratio. George Bohn, with a second by Jerry Giff, made a motion to accept the report. Motion carried. Information Technology Ron Ives highlighted the report of the Information Technology department. Bob Kellogg, with a second by Tom Hoffman, made a motion to accept the report. Motion carried. Insurance Operations Ron Ives highlighted the report of the Insurance Operations departments. Tom Hoffman, with a second by David Burt, made a motion to accept the report. Motion carried. Sales/Agent Services John Marshall highlighted the report of the Sales/Agent Services departments. He also introduced Sales Manager Justin Hamill to the Board. The Board requested to a list of agents and agencies who actively sell our products. John will provide that information to them. Gorden Woodworth, with a second by Tom Hoffman, made a motion to accept the report. Motion carried. CEO Joe Hoffman highlighted the CEO report. Bob Kellogg, with a second by David Burt, made a motion to accept the report. Motion carried. Old Business 4
Regional Council Facilitator Reports The reports were discussed and suggestions coming from the reports were taken into consideration. 2015 Convention Schedule (Abbreviated) Thursday Arrival - Convention Staff for pre-con meeting Friday Arrival Board & Staff Saturday Board meeting (all day) 9 a.m. - 5 p.m. Registration PIP Reception & Dinner Sunday 7 a.m. Church Service 9 a.m. 4 p.m. Registration GCA & ISTA Officer meetings Tisdale Meeting PIP Meeting PIP & BOG Luncheon PIP Spouse and BOG Spouse luncheon AMOB Officer s meeting Canadian Delegation meeting Dixie Corner Delegation meeting 2 p.m. UCT Charities BOG meeting 3 p.m. - UCT Charities Millionaire Reception 7 p.m. Opening & Memorial Monday a.m. GCA & ISTA Meetings 1:30 p.m. 4 p.m. Business Session Noon 1 p.m. The Luncheon 4 p.m. Financial Update 7 p.m. Drummer s Reception Tuesday 9 a.m. 4 p.m. Business Session/Election 6 p.m. Social Hour 7 p.m. Banquet Wednesday 7 a.m. Standing Committee Breakfast 8:30 a.m. Business Session/Installation 12:45 p.m. BOG luncheon meeting 1 p.m. BOG Spouse Luncheon 6 p.m. President s dinner Thursday All BOG and essential staff depart To make this abbreviated schedule work, the Audit Committee would need to meet via conference call in advance of traveling to Wichita. 5
BCQC Meeting with Board Chairman of the Board Larry Pilon reminded the Board that there will be a meeting with the PIPs serving on the BCQC, Tom Smith and David Baxter on Saturday, July 5 th at 2 p.m. to discuss the future direction of this committee. New Business Board Resolutions Three resolutions requiring Board approval were read. They deal with the appointment of a new actuary affirmation; escheated funds; and service of process. All three resolutions were approved by the Board unanimously and signed. Motions made by Actuarial Affirmation Tom Hoffman, Jerry Giff Escheated Funds George Bohn, Gorden Woodworth Service of Process Tom Hoffman, Gorden Woodworth Strategic Plan Update Joe Hoffman gave an update on the UCT Strategic Plan and in depth information on the factors that lead to the $1.8 million loss. Resignation Director Kevin Stinson s resignation was accepted. Tom Hoffman, with a second by Jerry Giff, made a motion to accept Kevin Stinson s letter of resignation, effective June 30, 2014. Motion carried. Bob Kellogg will send a letter to Kevin noting that his resignation was received and accepted. Ratification Jerry Thomas, with a second by George Bohn, made a motion to ratify the actions taken by the Board at this meeting. Motion carried. Adjournment Chaplain Glenn Suever offered a closing prayer. The Bible was closed and the meeting adjourned at 4:20 p.m. Respectfully submitted, Sandra Shafer Recording Secretary Gerald E. Thomas Secretary/Treasurer 6