Catholic United Financial

“Amendments to the Constitution and Bylaws of Catholic United Financial At the regular Annual Convention of Catholic United Financial held at the River's Edge Convention Center, St. Cloud, Minnesota on August 2, 2014, a majority of delegates being present, the following changes were made to the Constitution and Bylaws: Article IX - Location of Principal Office, changing the city from "St. Paul" to "Arden Hills." The principal office of the Association shall be located at 3499 Lexington Avenue North, Arden Hills, Minnesota, 55126. Addition of Article X and XI Article X Any action required or permitted to be taken by the Board of Directors may be taken by written action signed by two-thirds of the members of the Board of Directors, except as to those matters that require Member approval, in which case the written action must be signed by all Directors. In undertaking any written action, reasonable efforts must be taken to notify all Directors of its text and effective date prior to the time required for its completion. Article XI A Director of the corporation shall not be personally liable to the Association, Members or delegates for monetary damages for breach of fiduciary duty as a Director. The foregoing shall not be deemed to eliminate the liability of a Director (1) for any breach of the Director's duty of loyalty to the Association, its Members or delegates; (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) for any transaction from which the Director derived an improper personal benefit; or (4) for any act or omission occurring prior to the date when the provision eliminating or limiting liability becomes effective. Any repeal or modification of this section shall not adversely affect any right or protection of a Director existing at the time of such repeal or modification. Bylaw 11 - Increasing the Delegate stipend from $50.00 to $75.00 in the first line Delegates shall receive a stipend of $75.00 for attending all sessions of the Delegate Convention. Bylaw 30 - Change to the first sentence The Association shall completely indemnify to the full extent now or hereafter permitted by law, any person who was or is a party or is threatened to be made a party to any contemplated, pending, or completed action, suit or proceeding, wherever the same may be brought, and whether civil, criminal, administrative, or investigative, by reason of fact that such person is or was a Director, Officer, or employee of the Association, not a local council, or of any firm, corporation, or organization which the person served in any capacity at the request of the Association, against all expenses, attorney's fees, judgments, costs, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the investigation, defense, handling, negotiation and settlement of any such action, suit or proceeding. Bylaw 38(b)(1) - Add "breach of fiduciary duty" to the fourth sentence. The claims to which that sentence refers include all claims, actions, disputes, and grievances of any kind or nature whatsoever, including, but not limited to, claims based on breach of contract, fraud, misrepresentation, violation of statute, breach of fiduciary duty, discrimination, denial of civil rights, conspiracy, defamation, and infliction of distress, against the Association or its Directors, Officers, sales representatives or other employees. The following changes were also approved: Capitalize all references to "member," when referring to a policyholder throughout the Constitution and Bylaws. Change all references from "he/she" and "his/hers" to "they" and "their" as appropriate in the Constitution and Bylaws. The changes listed above are effective 1/1/2015.”

“Catholic United Financial is a not-for-profit fraternal life insurance company that is owned by its members under IRC Section 501(c)(8), Fraternal Benefit Society.”

“Delegates of the membership vote for officers and board members.”

“Per our Constitution, certain fundamental decisions must be approved by the membership. These would include organizational changes, name changes, etc.”

“Catholic United Financial has a process it follows for reviewing the Form 990. It starts with a review of the Governance Checklist. Followed by an analysis of the 990 draft by the President and Sr. VP Secretary/Treasurer. Once the draft is approved by management, it is posted to the Board of Directors secure website for their review. The Board reviews the Form 990 and members are required to sign off on the form prior to filing.”

“The Conflict of Interest Policy is reviewed annually or as needed throughout the year.”

“President and Secretary Treasurer position salaries are reviewed annually by the Board of Directors Compensation Committee.”

“The organization makes our governing documents available via printed Constitution and Bylaws. The financial statement is filed with the State of Minnesota and made available to the public. The Conflict of Interest Policy is available by request only.”

“Change in Non-Admitted Assets $916,101, Change in Asset Valuation Reserve ($718,451), Change in Net Unrealized Capital Gains $377,230, and Change in Surplus ($3,357,237), and Pre-Paid Expense - Non Admitted $35,653”