Catholic United Financial

“The 2018 Constitution Committee Report The Committee on Constitution and Bylaws, duly appointed by the President of the Association, met at the principal office of the Association on April 11, 2018. The Committee reviewed and gave consideration to proposed amendments to the Constitution and/or Bylaws that had been submitted by the Board of Directors of the Association and identified other suggested changes as a result of their review. The Amendments to the Constitution and Bylaws of the Association, as approved by the 2018 Delegate Convention are as follows: 1. The Committee unanimously recommends a refresh to the Convention format, moving from an Annual Convention to a Triennial Conference. In years with no Convention, the Association will host Regional Member Gatherings throughout its operating area. The Committee Members were briefed on the cost savings of Member money, the very successful Gather 4 Good Events and the content for new Regional Member Gatherings. As approved by the 2018 Delegate Convention, (79.64%/20.36%), Section 1 will read: Delegate Conferences (hereinafter referred to as "Conference(s)") shall be held triennially on the dates fixed by the Board of Directors. On or before January 10 of each Conference year, the Board of Directors shall fix the starting date of the Conference not earlier than August 1 and not later than September 30. All references to "Annual Convention" in the Bylaws would be changed to read "Triennial Conference" or "Conference." 2. The Committee unanimously recommends changing the Director terms from 4 three-year terms to 3 four-year terms in line with a Triennial Conference, which would allow for a different slate of Directors up for election at each Conference. As approved by the 2018 Delegate Convention, (90.52%/9.48%) the last sentence of paragraph 1 and paragraph 4 of Section 9 will read: The term of office for each such Director whose term begins January 1, 2019 and subsequent, shall be a period of four years. For Director elections, any Director whose first term begins January 1, 2019 and subsequent is limited to no more than three four-year terms of office. Directors whose first term of office began prior to January 1, 2019, will be limited to four terms of office. 3. The Committee unanimously recommends the Association research and make available the option to vote by mail or electronically for future elections in non-Conference years. As approved by the 2018 Delegate Convention, (90.35%/9.65%) the following paragraph is added to Section 2:In lieu of convening a Special Conference, the Board of Directors may send a written ballot to all delegates, or in their absence, alternates, then in office. The ballot may include one or more resolutions that could be considered and adopted at a Special Conference. A resolution shall be deemed adopted upon receipt of valid ballots equal in number to the number of votes that would have been required to adopt the resolution at a Special Conference. Written ballots will also be used for Director elections in non-Conference years. Written ballot includes a ballot transmitted or received by electronic means. 4. The Committee recommends that the age limit for members of the Board of Directors be removed. AS approved by the 2018 Delegate Convention, (67.57%/32.43%) Paragraph 4 of Section 9 will read: Any Director is limited to no more than three four-year terms of office. A motion was made, seconded and approved to accept the entire Report of the Constitution Committee as voted upon. The committee was discharged with thanks.”

“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 board members.”

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

“Catholic United 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 Form 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 board 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 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 $441,075, Change in Asset Valuation Reserve $622,016, Change in Unrealized Capital Gains ($1,943,161), Change in Surplus $521,959 and Change in Ceding Commission from Annuity Reinsurer ($194,831).”