MINUTES BOARD OF DIRECTORS MEETING

MINUTES BOARD OF DIRECTORS MEETING December 8, 2017 International Headquarters Office St. Louis, Missouri The following Members of the 2017-18 Board of Directors were in attendance for the entire meeting: James K. Kondrasuk Immediate Past President Monona, Wisconsin Nick Prillaman President Atlanta, Georgia Rebecca Butler-Mona President-Elect West Des Moines, Iowa Sandy Cyphers 2017-2018 Director Wilmington, North Carolina Adrian Elcock 2015-2018 Director St. Thomas, Barbados Nicole Paquette 2016-2019 Director Casselman, Ontario Mark Weinsoff 2016-2019 Director Goleta, California Don Brose 2017-2020 Director Clarkston, Michigan Patsy Garner 2017-2020 Director Fort Worth, Texas Benny Ellerbe Executive Director St. Louis, Missouri Raymonde Michaud President Canadian Optimist Children s Foundation Sandy Williams President Optimist International Foundation Mathew Nacev JOI President Burlington, Ontario Committee Reports are to be considered as part of these minutes and are kept on file separately from these minutes. They provide important information that is considered by the Board of Directors in determining action to be taken on a particular issue. All items are not officially approved and subject to correction until they are adopted at the next meeting of the Board of Directors. Friday, December 8, 2017 Immediate Past President Jim Kondrasuk called the first regular meeting of the 2017-18 Optimist International Board of Directors to order at 8:30 a.m. A moment of silence was observed for the Boyd family for the death of Judy Boyd s son. The invocation was given by Nicole Paquette, the Pledge of Allegiance led by Sandy Cyphers, and a toast to all countries with an Optimist Club was led by Patsy Garner. Mark Weinsoff led the recitation of the Mission Statement. Certificates of Office were presented to the incoming board members by President Nick Prillaman. 1

To appoint Executive Director Benny Ellerbe as parliamentarian for the meeting. ADOPTION OF CONSENT AGENDA ITEMS To adopt the consent agenda as presented. Butler Mona/Cyphers Approval of Board Meeting Minutes and Eballots: Motion approved To adopt and/or confirm the minutes and decisions made at the following meetings: July 5, 2017 September 14, 2017 Teleconference Eballot September 12, 2017 - Adopted That the International Board of Directors approve the merger of Rushmore Optimist Club of Rapid City (35127) and Noon Optimist of the Black Hills Club (35116) (Charter of 35127 to be dropped without penalty), with its merged Club number as 35116 and adopted name and Bylaws under the Noon Optimist of the Black Hills Club (35116). Eballot October 3, 2017 - Adopted That the Board of Directors approve the creation of an Ad Hoc Risk Management Committee to be established immediately and lasting for as long as needed to finalize the current legal issues facing Optimist International. District Dues Increase Requests Rationale: Optimist International Bylaws, Article VII, Section 5B, requires that Districts must receive the approval of the International Board of Directors for any increase in District dues. The District must complete all requirements of Board Policy D-4 which includes a copy of minutes of convention showing delegates vote and the previous year's audit or review by an independent CPA or Chartered Accountant and a copy of the Form 990. If a District does not comply with the International Bylaws and Policy D-4 regarding District dues increases within 90 days of being notified by International staff that they are not in compliance, then Optimist International may withhold payment of the District's allotments from International dues until the District complies. Maryland South Delaware (33) Rationale: 2016-2017 Governor Dale Hoffert is petitioning the Board of Directors to approve a $5.00 increase from $10.00 to $15.00 per year charged quarterly. The District s convention meeting minutes approving the increase notating that over 2/3 of the delegates voted in favor was submitted accordingly. The 2015-2016 review and financials have been received, however the 2016-17 review has not yet been submitted. As per Policy D-4, Executive Director Benny Ellerbe and CFO Theresa Ovelgoenner has reviewed the request and approves. 2

That the Board of Directors approves the Maryland South Delaware s District dues increase of $5.00, from $10.00 to $15.00 per year, effective immediately. Alabama-Mississippi (29) Rationale: 2017-2018 District Secretary Treasurer Vera Hendrix is requesting that the Board of Directors to approve a $2.00 District dues increase from $14.00 to $16.00 annually. The convention meeting minutes showing the unanimous approval of the proposal was received. The 2017-18 budget has been received. We have received the 2015-2016 financial review, and are still waiting to receive the 2016-2017 review. That the Board of Directors, on behalf of the Executive Director, approves a $2.00 District dues increase for the Alabama-Mississippi District, from $14.00 to $16.00 annually, billed quarterly, effective immediately. Indiana South (05) Rationale: 2017-2018 Governor Mark Wilson and the District s Finance Committee are petitioning the Board of Directors to approve a $2.00 annual dues increase, billed quarterly. We have received the 2015-2016 financial review, and are still waiting to receive the 2016-2017 review. The 2017-18 District budget has been received. There are no 4 th quarter convention minutes showing a vote by the District board members. Rationale for the request is attached to this report. The 2017-2018 first quarter minutes were received whereby the District Board of Directors approved the increase by more than a 2/3 majority. These minutes were approved by Executive Director Benny Ellerbe in lieu of a convention meeting. Approval of Club Charters That the Board of Directors, on behalf of the Executive Director, approves a $2.00 District dues increase for the Indiana South District, from $10.00 to $12.00 annually, billed quarterly, effective immediately. That the 61 new Optimist Clubs organized in 2016-2017 as submitted, be granted an affiliated Optimist International Club Charter in keeping with Optimist International Bylaws Article III, Section 1A2, New Clubs. (See Attachment to these minutes) ADOPTION OF AGENDA To adopt the agenda as presented. Butler Mona/Cyphers 3

PRESIDENT S REPORT President Nick Prillaman addressed the Board of Directors and reviewed his written report. 2015-2016 ADMINISTRATIVE YEAR'S PERFORMANCE Immediate Past President Jim Kondrasuk addressed the Board of Directors and reviewed his written report. PRESIDENT-ELECT S REPORT President-Elect Rebecca Butler Mona addressed the Board of Directors and reviewed her written report and Action Plan. 2018-2019 International Committees Paquette/Prillaman That the Board of Directors approve the following list of 2018-2019 International Committees while giving the President-Elect the ability to refine the list as approved by the Board of Directors. Operating Committees: Junior Golf Membership New Club Building District and Club Fitness Activities Youth Clubs (JOI) Convention Administrative Committees: Governance Audit & Finance Leadership Development Marketing & Communication Technology Pension Trustees Fundraising Sponsorship Committee Election and Convention Business Committees: Candidate Qualifications Credentials Resolutions/Rules (Governance) JOI PRESIDENT S REPORT JOI President Mathew Nacev addressed the Board of Directors and reviewed his written report to the Youth Programs Foundation Board of Directors. The Board of Directors thanked President Nacev for the report with applause. 4

EXECUTIVE DIRECTOR S REPORT Executive Director Benny Ellerbe addressed the Board of Directors and reviewed his written report. Second Quarter Incentive Rationale: Growth of our Clubs is the main priority for the health and success of Optimist International. The 2 nd Quarter Incentive is targeted at our local Clubs to encourage Clubs to add new adult Optimist Members to their respective Clubs. Additionally, new JOI Clubs are a key to future successes and an area of opportunity. Roll-up Creed Banners have been a sought after item for Clubs and OI Road Signs are a valuable tool for local branding and marketing of our Clubs in their local communities. Butler Mona/Cyphers That the Board of Directors approves the Second Quarter Incentive as proposed. (Budget Impact: FY 2017-18: Budgeted within Membership and Marketing Budgets for incentives. Recruiter s Choice: Recruit 7 new members or charter a new JOI Club in the 2 nd Quarter and you have the CHOICE of either a OI Roll-Up Creed Banner or an OI Road Sign for your Club. Governors: Build a New Club and get first choice of OI Representative for the 4 th quarter Convention. Choice based on the order that New Clubs are built, all paperwork received at OI, and availability of Representative requested. Non-Members Representing Optimist International Rationale: Below is a draft of a potential new bylaw and policy for Clubs. Further to the agency bylaw that was approved at convention that mandated written permission to serve as an agent, we have a need to mandate individuals must be paid members. The problem is we have numerous Clubs, especially non-traditional sports Clubs, that only list 4-15 members on the official Club roster but during various sporting seasons have dozens and up to hundreds of individuals (coaches and the like) representing the Club in their Optimist Leagues. This is a very common occurrence in South Florida, North Carolina West, Oklahoma, North Texas and other Districts. Optimist International receives no income or revenues from these individuals but in all legal liability areas, we are providing these nonmembers with our insurance protection. We need to close this loop hole as soon as possible Garner/Elcock That the Board of Directors directs the Governance Committee to consider the draft policy below and present it or similar to the Board at the March 2018 meeting: Membership for Coaches, Sporting Programs, Special Interest Areas C-X All Coaches, Assistant Coaches and other individuals engaged in Club projects serving youth for sporting, Cheer, educational or special interest programs are required to be paid members of the Club. Mandatory membership is required of all coaches for 5

Liability insurance protection. Anyone volunteering in a capacity on a team or project is required to be a paid member of the Club. Paquette/Elcock That the Board of Directors directs the Governance Committee to consider the draft Bylaws Amendment proposal below and present it or similar to the Board at the March 2018 meeting for delegate consideration at the July 2018 convention: Bylaws Article III, Membership Section 1., Clubs; A. Optimist Club Structure 1. Membership in Optimist Clubs New Paragraph d. Membership Coverage. All individuals and volunteers are required to be paid members to be covered and protected by the OI Club Liability Policy. Mandatory membership is mandated for All Coaches, Assistant Coaches or other individuals engaged in Club projects serving youth sporting, cheer, educational or other special interest programs are required to be paid members of the Club. Anyone volunteering in a capacity on a team or project is required to be a paid member of the Club. Revocation/Suspension of Individual Members Prillaman/Cyphers That the Board of Directors direct that the Governance Committee be request to draft policy language to suspend or revoke an individual club member in question/or default of the good character requirement of Bylaws Article Section 1A until such time the issues of the concern have been resolved.. Policy IC-35, Revoked Club Assets Prillaman/Garner That the Board of Directors direct the Governance Committee to review Board Policy IC-35 regarding the assets of a revoked Club requiring them to be donated to one of the Optimist International Foundations. 2017-2018 BOARD OF DIRECTORS MEETINGS March 2018 Board of Directors Meeting Weinsoff/Prillaman That the 2017-2018 Board of Directors meet in March 2018 and allow for a full and a half day of discussion prior to the meeting on Friday with departures allowed after 4:00 on Friday. Arrivals will be on Tuesday night or Wednesday morning to allow for a 10:00 a.m. start time for discussions. 6

September 2018 Weinsoff/Prillaman That the Board of Directors tentatively plan a Board meeting in September 2018 dependent upon the issues and items that may require a meeting. FUTURE CONVENTION CITY SITES Butler Mona/Weinsoff That the Board of Directors direct the Convention Committee and staff to negotiate the four cities of Memphis TN, Norfolk VA, Reno NV, Schaumburg IL (Chicago area), and San Antonio TX for the 2020 and 2021 Convention and report to the Board in March 2018. CLUB REVOCATION BY DISTRICT REQUEST Prillaman/Cyphers That the Board of Directors direct that the Miami Kendall Optimist Club of South Florida be removed from the rolls of the South Florida District until such time the District issues can be resolved. CANADIAN SERVICE CENTRE LEASE AGREEMENT Paquette/Elcock That the Board of Directors approve the renewal for the Canadian Service Centre lease for a period of five years. ONLINE ELECTIONS Prillaman/Paquette That the Board of Directors approve the online voting contract for a period of three years. Ad Hoc Committee for Dates of 2018 Election: An Ad Hoc Committee was created to report in March 2018 to propose the election time frame for the 2018 election. President Prillaman appointed: Mark Weinsoff, Chair; Rebecca Butler Mona; Nicole Paquette; and Adrian Elcock. OPTIMIST INTERNATIONAL FOUNDATION REPORT The written report of the Optimist International Foundation was presented to the Board of Directors by President Sandy Williams. 7

CANADIAN CHILDREN S OPTIMIST FOUNDATION REPORT The written report of the Canadian Children s Optimist Foundation was presented to the Board of Directors by President Raymonde Michaud. On behalf of the Board of Directors Jim Kondrasuk thanked Presidents Williams and Michaud for the reports. QUEBEC EAST NORTH SHORE RESOLUTION REQUEST The Board of Directors considered a proposal from the Québec East North Shore District and referred the request to the International Marketing Committee. The meeting recessed at 9:55 a.m. and reconvened at 10:15 a.m. for the auditor s report. AUDITOR S REPORT Amy Althoz, Partner of RubinBrown and Renita Duncan, Manager, addressed the Board of Directors and reviewed the financial statements for the OI and the YPF. The meeting recessed in to executive Session with auditors at 10:37 a.m. The meeting recessed at 12:08 p.m. for lunch. The Youth Programs Foundations was convened immediately after lunch. The Optimist International Board of Directors meeting reconvened in to regular session at 2:05 p.m. CONVENTION COMMITTEE REPORT The report of the Convention Committee was presented to the Board of Directors by Committee Chair Joanne Ganske via online streaming. 2018 International Convention Registration and Meals Rationale: The budget for the 2018 International Convention is set based on a projection of 1000 registrants. The International Convention Committee recommends establishing the following registration fees and meal prices for the 2018 International Convention in Ottawa, Ontario, Canada: 8 Prillaman/Paquette The Board of Directors hereby approves the following registration fees and meal costs for the 2018 Ottawa, Ontario Canada Convention: Member Registration Adult Member (no meals): Early Bird - $250.00 CN; Regular - $317.00 CN

Adult Member Registration and Meal Package: (Includes: Fellowship/Old Timers Breakfast; Appreciation Luncheon; President s Banquet) Early Bird - $381.00 CN; Regular - $448.00 CN College Member (no meals): $101.00 CN Youth Activities (non-joi) (some meals included): Early Bird - $168.00 CN Regular - $215.00 CN Ala Carte Optional Group Meals for Registered Members Club President-Elect & Lt. Governor-Elect Breakfast - $37.00 CN Fellowship/Old Timers Breakfast - $39.00 CN Appreciation Luncheon - $50.00 CN President s Banquet - $69.00 CN Nonmember Guests (must be guest of registered member) Opening Ceremony (ticket only-no badge) $34.00 CN Appreciation Luncheon ticket (ticket only-no badge) $57.00 CN Fellowship/Old Timers Breakfast ticket (ticket only-no badge) $46.00 CN President s Banquet ticket (ticket only-no badge) $76.00 CN *All fees to increase an additional $20 CN on site Policy I-104; Convention Standards Rationale: The committee reviewed the board policies and have some suggested revisions. Prillaman/Garner That the Board of Directors adopt the revisions to Policy I-104 as presented. On behalf of the Board of Directors, Director Nicole Paquette thanked Chair Joanne Ganske for the report. AUDIT & FINANCE COMMITTEE REPORT The report of the Audit & Finance Committee was presented to the Board of Directors by Committee Chair Guy Templin. Acceptance Of Auditor s Report Rationale: The Audit and Finance Committee reviewed the draft report and recommendations of the auditors. The Committee has accepted the auditors report. Cyphers/Garner That the Board of Directors hereby accept the audit report for the fiscal year 2016-2017 as presented by Rubin Brown, LLP-CPA s. 9

Appointment of Auditors The Committee, after reviewing the audit reports and with discussion with management, recommends that the firm of Rubin Brown, LLP-CPA s be appointed as auditors for the 2017-2018 fiscal year. Butler Mona/Brose That the Board of Directors appoints the firm of Rubin Brown, LLP-CPA s be appointed as auditors for the 2017-2018 fiscal year. Reaffirmation of Board Fiscal Responsibility; Policy I-70 Rationale: As required by policy, Policy I-70 Committees, Paragraph C and the Financial Impact shall be submitted for reaffirmation every year at the first meeting of the Board of Directors. Committee Liaisons were again advised to share the Fiscal Impact Form with their respective Committees. Prillaman/Cyphers That the Board of Directors reaffirm Policy I-70 Paragraph C and the Financial Impact Form as noted in the policy below: C. Once the Board of Directors establishes the committees for the following year, each committee shall receive a charge letter from the President Designate and other duties as directed by the Board of Directors. Each committee shall annually adopt and/or review operating guidelines which shall include fiscal responsibility as below: All requests which require the expenditure of funds must be accompanied by the following: 1. Statement of Purpose 2. Statement of expectations in measurable terms 3. Statement of expected time frame to implement 4. Statement of expected time frame to realize identifiable results 5. Inclusion of an instrument for measuring expectations vs. results 6. Initial cost, budget, underlying assumptions and funding schedule with pay-out time. 7. All proposed NEW programs shall be reviewed by the Executive Director and the International Audit and Finance Committee Chairman prior to approval to determine the fiscal impact. 8. That as a matter of policy, the International Board of Directors requires that all proposals with a financial impact, regardless of the source of the request, will be referred to the International Audit and Finance Committee to determine the financial impact. The Optimist International Board of Directors will not consider such proposals until it has received a report from the International Audit and Finance Committee as to the expected financial impact. The above policy shall be submitted for reaffirmation every year at the first meeting of the Board of Directors. 10

Policy I-18; Expenses-Travel Chart Rationale: As requested in the Committee s Charge Letter and as a matter of fiscal responsibility, the Committee reviewed the Travel Charge in detail. It was noted that JOOI needed to be changed to JOI, there is no longer a need for the Executive Director Emeritus reference on the chart, and that since the Candidate Qualifications Committee no longer has responsibilities affecting finances at the international convention, the reference to EE should be stricken from the chart. Butler Mona/Elcock That the Board of Directors adopt the following revision to Policy I-18 Expenses, Travel Chart as presented. Policy I-20; Financial Review Rationale: In its review of all policies affecting finance, the committee review this policy and noted that as current practice, the Audit & Finance Chair reviews the individual expenses as noted in the policy. The Chair will, of course, advise the rest of the Committee of any noted concerns. Prillaman/Paquette That the Board of Directors adopt the following revision to the seventh paragraph of Policy I- 20. The Audit and Finance Chair Committee, at each of its meetings, shall review the expenses of the Optimist International President, President-Elect, Executive Director, and Chief Financial Officer to assure compliance with the approved budget requirements. The Immediate Past President and Audit & Finance Chair shall receive expense statements and supporting documentation of the President, President-Elect, Executive Director and the Chief Financial Officer. Either Immediate Past President or the Chair of the Audit & Finance Committee has the authority to approve these expenses within seven business days. Additionally, the Audit and Finance Committee Chair reviews these expenses yearly. Policy I-38; Authorized Persons Access To Finances Rationale: Again, in it its review of all policies affecting finance, the Committee reviewed the policy and noted that the word staff should be added before the word directors so that it would be confused with board director. Butler Mona/Cyphers That the Board of Directors adopt the following revision to the second paragraph of Policy I-37 as shown below: Only one signature will be required on checks in an amount up to and including $5,000. Checks in the amount of $5,000.01 and above will require two signatures. When two signatures are required, one of the signatures will be that of the Executive Director or designated staff directors at the discretion of the Executive Director. 11

Policy I-103; Contract Review Rationale: While reviewing this policy, the Committee recommends striking the noted phrases as noted below to clarify current practice. Garner/Paquette Opposed: Elcock That the Board of Directors adopt the following revisions to Policy I-103 as shown below: Contract Review Policy I-103 All contracts committing the organization must be approved by the Executive Director, with authority of the President to review contract policy with the Executive Director from time to time. Any contract over $25,000 and/or extending over a period of one year shall be reviewed by the Executive Director with either the Finance Committee Chair or the Chief Financial Officer of Optimist International before it is approved and shall have two signatures (with at least two of the following: the Executive Director, President or Immediate Past President). However, any contract that the Executive Director is a party the International Past President and President shall sign on the behalf of the organization. Before a contract is approved, the Executive Director with either the Finance Committee Chair, and/or the Chief Financial Officer of Optimist International shall ascertain the status of the company through appropriate means including, but not limited to: a Dunn & Bradstreet or equivalent, reports filed with State and Federal governments, resume of the principals of the company, a client listing, company's public "Home Page" or equivalent, acceptable references, or other criteria deemed appropriate. No contract shall be approved unless the funds have been previously budgeted. All contracts shall be covered by the Optimist International Conflict of Interest Policy (I-105). Policy ICD-10; Credit Policy Rationale: While reviewing this policy, the Committee acknowledged that references to supplies is no longer relevant and that therefore the Item B in Sections 1, 2, and 3 are not necessary. In Section 3, secretary-treasurer needs to be revised to Secretary/Treasurer or Treasurer, and it was noted that notices are currently sent to Clubs at 45 days, 75 days, and 120 days. Cyphers/Prillaman That the Board of Directors adopt the following revisions to Policy ICD-10 as presented. 12

Policy ICD-11; Billing Rationale: The Committee simply requests that the reference to the 2016-2017 cap be eliminated as the second paragraph states what the policy intends. Butler Mona/Prillaman That the Board of Directors adopt the following revisions to Policy ICD-11 as shown below: Billing ICD-11 Canadian Clubs are to be billed in Canadian dollars. Annually, at the beginning of the Optimist year, the Optimist International Board and CFO shall review the preceding eight quarters to set a cap currency exchange rate for the incoming fiscal year based on the Bank of Canada. The yearly cap for the Canadian dollar for the fiscal year shall be set as a cap of 1.27 for the 2016-2017 year. (statement can be dropped after the 16-17 year). For billing, Tier 1 countries are recognized as developed countries and will be billed at Tier 1 rates. Tier 2 and 3 countries are recognized as developing countries as determined by the United Nations and will be billed at Tier 3 rates. CLUBUX/ISADEX, Recommendation For Endorsed Organization Rationale: The Committee reviewed a proposal presented to the them by Tim and Adam Miller of ISADEX Web Development & Marketing. This company develops online software and is wanting the Optimist International Board of Directors to endorse them as a distributor of ClubUX as an online portal and member resource for Clubs and Districts. The company is currently the provider for the SWIS District s and several SWIS Clubs website. A proposed/suggest flyer to be sent to all Optimist Clubs is attached as Exhibit J. Garner/Prillaman That the Board of Directors adopts ClubUX as an Endorsed Organization and that the information be shared with the Marketing Committee. On behalf of the Board of Directors, Director sandy cyphers thanked Chair Guy Templin for the report. PERFORMANCE BONUS Butler Mona/Cyphers That the Board of Directors approve that the executive director be given a performance bonus based on criteria at the end of the 2017-2018 fiscal year as established by the Board of Directors. 13

AD HOC COMMITTEE FOR SPORTS CLUBS President Prillaman appointed the following Board members to consider issues for sports clubs: Patsy Garner, Chair; Don Brose; Sandy Cyphers; and Mark Weinsoff.. The meeting recessed at 3:07 p.m. and convened into executive session at 3:16 p.m. The meeting reconvened into regular session at 4:07 p.m. To adjourn the meeting. There being no further business, the meeting adjourned at 4:07 p.m. Benny Ellerbe Executive Director/Secretary Attachments: New Clubs Built in 2016-2017 14

ATTACHMENT - 2016-2017 NEW CLUBS 15

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2016-2017 NEW CLUBS 17

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2016-2017 NEW CLUBS 19

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TABLE OF CONTENTS ADOPTION OF CONSENT AGENDA ITEMS... 2 APPROVAL OF BOARD MEETING MINUTES AND EBALLOTS:... 2 DISTRICT DUES INCREASE REQUESTS... 2 Maryland South Delaware (33)... 2 Alabama-Mississippi (29)... 3 Indiana South (05)... 3 APPROVAL OF CLUB CHARTERS... 3 ADOPTION OF AGENDA... 3 PRESIDENT S REPORT... 4 2015-2016 ADMINISTRATIVE YEAR'S PERFORMANCE... 4 PRESIDENT-ELECT S REPORT... 4 2018-2019 INTERNATIONAL COMMITTEES... 4 JOI PRESIDENT S REPORT... 4 EXECUTIVE DIRECTOR S REPORT... 5 SECOND QUARTER INCENTIVE... 5 NON-MEMBERS REPRESENTING OPTIMIST INTERNATIONAL... 5 REVOCATION/SUSPENSION OF INDIVIDUAL MEMBERS... 6 POLICY IC-35, REVOKED CLUB ASSETS... 6 2017-2018 BOARD OF DIRECTORS MEETINGS... 6 MARCH 2018 BOARD OF DIRECTORS MEETING... 6 CLUB REVOCATION BY DISTRICT REQUEST... 7 CANADIAN SERVICE CENTRE LEASE AGREEMENT... 7 ONLINE ELECTIONS... 7 AD HOC COMMITTEE FOR DATES OF 2018 ELECTION:... 7 OPTIMIST INTERNATIONAL FOUNDATION REPORT... 7 CANADIAN CHILDREN S OPTIMIST FOUNDATION REPORT... 8 QUEBEC EAST NORTH SHORE RESOLUTION REQUEST... 8 AUDITOR S REPORT... 8 CONVENTION COMMITTEE REPORT... 8 2018 INTERNATIONAL CONVENTION REGISTRATION AND MEALS... 8 POLICY I-104; CONVENTION STANDARDS... 9 AUDIT & FINANCE COMMITTEE REPORT... 9 ACCEPTANCE OF AUDITOR S REPORT... 9 APPOINTMENT OF AUDITORS... 10 REAFFIRMATION OF BOARD FISCAL RESPONSIBILITY; POLICY I-70... 10 POLICY I-18; EXPENSES-TRAVEL CHART... 11 POLICY I-20; FINANCIAL REVIEW... 11 POLICY I-38; AUTHORIZED PERSONS ACCESS TO FINANCES... 11 POLICY I-103; CONTRACT REVIEW... 12 21

TABLE OF CONTENTS POLICY ICD-10; CREDIT POLICY... 12 POLICY ICD-11; BILLING... 13 CLUBUX/ISADEX, RECOMMENDATION FOR ENDORSED ORGANIZATION... 13 PERFORMANCE BONUS... 13 AD HOC COMMITTEE FOR SPORTS CLUBS... 14 2016-2017 NEW CLUBS..15 22