Uniformed Services Benefit Association

“An annual meeting of the members shall be held in each year on such date and at such time and place as the board of directors shall determine, at which time the members shall elect members of the board of directors as provided in these bylaws and transact such other business as may properly be brought before the meeting. At each annual meeting of the members, the members shall elect directors to hold office until the third succeeding annual meeting and until their successors shall have been elected and qualified and they may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting; provided, however, that (i) if a matter or matters required by the missouri nonprofit corporation act to be approved by the members pursuant to section 355.416 (relating to a conflict of interest transaction), section 355.476 (relating to indemnification), section 355.561 (relating to anamendment to this corporation's articles of incorporation), section 355.596 (relating to an amendment to this corporation's bylaws), section 355.631 (relating to a plan of merger), section 355.656 (relating to a disposition of all or substantially all of this corporation's property), or section 355.666 or 355.671 (relating to dissolution) will be voted upon at an annual meeting, the notice of the meeting must include a description of such matter or matters and (ii) unless one third or more of the voting power (as defined in section 355.066 of the missouri nonprofit corporation act) is present in person or by proxy, the only matters that may be voted upon at an annual meeting of the members are those matters that are described in the meeting notice. At each annual meeting of the members, the president and the treasurer shall report on the activities and financial condition of this corporation. At any meeting of the members, every member having the right to vote shall be entitled to vote in person or by proxy executed in writing by such member or by such member's duly authorized attorney in fact. Appointment of a proxy is effective when received by the secretary or other officer or agent of this corporation that is authorized to tabulate votes. Unless a different period is expressly provided otherwise in such proxy, a proxy shall be valid for eleven months, but no proxy shall be valid for more than three years from the date of execution. Each member entitled to vote who is present in person or by proxy at a meeting shall be entitled to cast one vote on each matter coming before such meeting for determination of the members. There shall be no cumulative voting. Voting at any meeting may, but need not be, by written ballot.”

“Constance markovich, rhonda butler, and victoria diamond have a business relationship. They are officers/directors of usba services, inc., a related for-profit organization.”

“Usba members are active duty, national guard and reserve military personnel currently serving in or retired from any branch of the united states military, and honorably discharged veterans, regardless of length of service. Eligible members also include cadet/midshipmen, u.s. Service academy or rotc candidates, individual ready reservists (irr) and federal employees. Voting usba members must have active insurance or financial products through usba or sponsor a family member with active insurance or financial products through usba. Associate members are eligible family members of usba members; associate members are non voting members.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's vice president /cfo. The cfo then discusses any concerns with the organization's senior management. Any concerns the organization's officers and accounting personnel have are addressed and any corrections or clarifications that need to be made are made. The final form 990 with all required schedules is then provided to all voting members of the board prior to filing the 990.”

“Each director and principal officer shall annually sign a statement which affirms such person: a. Has received a copy of the conflict of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands usba is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining, b. Whether partnerships, joint ventures, and arrangements with management organizations conform to usba's written policies, are properly recorded, reflect reasonable investments or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit.”

“The organization's board of directors (minus the ceo) will determine the total compensation package for the ceo and will review the ceo's total compensation every year (in a closed-door session minus the ceo) at the annual meeting. The review and subsequent determination of ceo's total compensation for the year is documented by the board secretary and sent to the association's chief financial officer for filing. Periodically, ceo's total compensation package is reviewed by an independent person and compared to other organizations of similar size and purpose. Similar organizations are tax exempt, nonprofit insurance companies and other section 501(c)(9) organizations of similar size. The last review was conducted by axcet hr solutions in 2024, and the ceo's compensation package was determined to be reasonable, and remains reasonable.”

“The independent reviewer conducts a periodic review of other officers and key employees' compensation based on comparable salary data of other organizations in the geographical area of similar size and industry. The last review was in 2024. The compensation package for officers was determined to be, and remains, reasonable.”

“The organization's governing documents, conflict of interest policy and financial statements are available to the public upon request if they have a right to know by coming to the usba in person.”

“ASC 820 PENSION LIABILITY - 155938; Total - 155938;”