Missouri Bankers Association

“The missouri bankers association has members which are made up of the participating banks and associated members who are affiliated with the banking industry. Each active member has one vote in the election of officers and on all other matters to be voted on by the association or the region in which the member is located.”

“Regional directors are nominated by the regional nominating committees and are voted on by the regional membership delegates.”

“Each active member has one vote in the election of officers and on all other matters to be voted on by the association or the region in which the member is located. A change of by-laws requires membership approval.”

“The 990 is prepared by the cfo and reviewed by the president & ceo. It is reviewed by the executive committee, which includes the ceo, chairman of the board, the chairman-elect, the past chairman, and the treasurer.”

“All board members are provided the conflict of interest policy annually with a questionnaire that is used to identify conflicts between board members and banks. Questionnaires are reviewed by the presidnet/ceo, the general counsel, and the cfo as well as others familiar with the board members in question to ensure all relevant information has been disclosed. Board members are required to abstain from voting on matters that could be a conflict. The abstention is documented in the board minutes. Employees are also required to disclose conflicts related to specific banks or bankers and vendors to the president/ceo who forwards the information to the cfo for inclusion in the employee's personnel file.”

“The executive committee of the mba board of directors (with the exception of the president/ceo) reviews the compenstaion of the president/ceo and other key employees annually. The review includes utilizing a peer review salary survey that is completed annually by most state banking associations. The compensation review is completed annually and was last completed in april 2022. Compensation of all staff is compared to that of similiar positions within the state banking associations. Salaries are compared to similar positions in other state banking associations that are most like the mba in terms of size and economic factors. A written performance review is completed on all staff by the supervisor. The ceo completes performance reviews of key staff.”

“The governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“The chairman, chairman-elect, president, immediate past chairman, and the treasurer constitute the executive committee that conducts the affairs of the association between meetings of the board and has powers granted in the bylaws.”

“Compensation was received from related organizations for work completed. Max cook spent approximately 25% of the time completing work for the related organizations, mba bankers service corporation and mba bankers benefit corporation. Keith thornburg spends approximately 30% of his time working for the related entities mentioned; craig overfelt's time spent working for related entities is approximately 20%; charles lewis spends approximately 80% of his time working for related entities and is employed primarily by the mba bankers service corporation. Jackson hataway spends approximately 70% of his time working for the association and the remaining 30% working for related organizations. Janet roling spends approximately 40% of her time working for the mba related entities.”

“Net income of subsidiaries 58,102. Transfer to related parties -400,000.”

“The process for oversight of the audit and selection of the independent accountant has not changed from the prior year.”