AMERICAN ASSOCIATION OF MANAGING GENERAL AGENTS BOARD OF DIRECTORS MEETING Scottsdale, Arizona August 19, 2010 7:30 AM PST Present: Mark Rothert – President Curtis Anderson – Immediate Past President Wayne G. Forest, Sr. – President-Elect RC Chaffin – Sr. Vice President (East) Corinne Jones – Sr. Vice President (West) Frank Mastowski – Vice President (East) Mac Wesson, Jr. – Vice President (West) Matt Letson – Director (East) Gary Peterson – Director (West) Gary Tiepelman – Associate Ad Hoc Member Tom Mulligan – Associate Ad Hoc Member Joe Hutelmyer – University Chancellor Bobby Owens – Treasurer Bernd G. Heinze, Esq. – Executive Director Martha Heinze – Director of Operations President Mark Rothert opened the AAMGA Board of Directors meeting at 7:28 am PST and thanked the Board for attending. The Board of Directors stood for the Pledge of Allegiance. Bobby Owens led the Board of Directors in an invocation. President Rothert reviewed the advancements made by the Association and Foundation, as well as the modernization of the Bylaws. He noted the new tools with which the Association has been invested will allow the Board to chart the course of continuing to provide substantive benefits to the membership going forward. Each Board member must remain committed to the organization’s strategic objectives, incentivize the Committee Co-Chairs and members, and to actively participating in the Board Meetings. The ultimate goal is to facilitate membership in the AAMGA as remaining a source of pride. The Board unanimously agreed to continue the momentum of the past year and complimented Mr. Rothert on the Agenda and objectives established for the year. Anti Trust Statement Mr. Heinze provided the Anti-Trust admonition, advising that if any issues or questions arose during the meeting that he would address them at the appropriate time. Approval of Agenda Frank Mastowski made a Motion to approve the AAMGA Board Meeting Agenda as amended. RC Chaffin seconded the Motion and the Motion passed by consensus. Resolution Curtis Anderson presented Tom Mulligan with a certificate from the Board of Directors honoring him for being named Man of the Year by the New Jersey Surplus Lines Association. Approval of Minutes May 22, 2010 Board of Directors Meeting Minutes o Mr. Owens asked that the 3rd word on page 5 in the second paragraph be amended to “recommended”. RC Chaffin made a Motion to accept the amendment as proposed by Bobby Owens. Matt Letson seconded the Motion, which passed by consensus. o Mr. Anderson asked that the Minutes be amended to reflect that the first official Board Meeting was on May 27, 2010 and not at the 2010 Committee Day as noted. Joe Hutelmyer made a Motion to accept amendment as proposed, which was seconded by Corinne Jones. The Motion passed by consensus. May 27, 2010 Board of Directors Meeting Minutes o Mr. Mulligan asked his recommendation on page 2 be amended to reflect an Executive Session be added to the Agenda at the end of every Board Meeting. o Mr. Owens noted that he should be removed from the list of participants because he was not at the meeting. o Mr. Hutelmyer made a Motion to accept the Minutes as amended, which was seconded by Mr. Wesson and passed by consensus. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 2 June 22, 2010 Board of Directors Conference Call Minutes. Frank Mastowski made a Motion to accept the Minutes as presented, which was seconded by Gary Tiepelman and passed by consensus. July 14, 2010 Board of Directors Conference Call Minutes. Mac Wesson made a Motion to accept the Minutes as presented, which was seconded by Curtis Anderson and passed by consensus. August 11, 2010 Board of Directors Conference Call Minutes. RC Chaffin made a Motion to accept the Minutes as presented, which was seconded by Gary Peterson and passed by consensus. Project Assessment Mark Rothert noted that he will be reinstituting the Open Project Spreadsheet to track current projects throughout the year. The Board reviewed existing and new projects, assigned responsible parties and established target dates for completion.1 Treasurer’s Report: Association Mr. Owens reviewed the Association and the Foundation Year-End financial reports as at June 30, 2010, which are also in the process of being audited at the present time. The Association has cash investments of $1,009,101, with total assets at $1,971,000, a decline of $9,500.00 from 2009. The Income Statement shows a decline in dues revenue of $48,000. Meeting expenses declined $157,000, while Operating Expenses increased $12,000. The Association’s operating loss was $9,501.61. The value of the Association’s bond holdings increased in market value this year. Mr. Owens reviewed the revenues of the past year’s meetings: AAMGA Fall Meeting: AAMGA UFO Annual Meeting: AAMGA Automation Conference AAMGA Annual Meeting: ( $ 11,000) $ 5,800 $ 19,000 $211,000 A spreadsheet summarizing each project and target dates is attached to the Minutes as Appendix “A”. A copy will also reside on the Board’s secure section of the AAMGA website. 1 AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 3 The Association also donated $50,000 to the AAMGA University, which was also a nonbudgeted item. This amount was approved by the Board of Directors after the Association’s budget was finalized and approved in June 2009. Treasurer’s Report: Education Foundation Mr. Owens reported that the Foundation’s total assets are $3.2 million. Pledges are discounted slightly for present value adjustment. Total equity is $3,687,000. As noted on the Income Statement, the Foundation had Continuing Education revenue of $171,000 and Interest Income of $142,000 for a total Operating Revenue of $313,000. The total Operating Revenue for 2009 was $395,000. Education expense, which is directly attributable to operating activities, was $450,727.60. The Foundation’s total expenses were $450,000. Both of the Foundation’s major educational sessions lost money in the past fiscal year: University Weekend West: University Weekend East: ($15,000) ($ 7,700) Membership Dues Report Mr. Owens reported dues invoices for 2010 have been mailed to all members on July 6, 2010. Collections to date are ahead of 2009. A follow-up notice for payment was mailed on Monday, August 16, 2010. Investment Committee Report Mr. Owens reported that the AAMGA Investment Committee is advocating that the AAMGA Board continue investing in CMO bonds which have proven profitable and ahead of the market through the last 10 years. Mr. Rothert noted that the Investment Committee is taking a very conservative approach to protect the investment principle rather than to seek to increase returns by way of a more liberal investment policy. Frank Mastowski made a Motion to accept the report and recommendations made by the AAMGA Investment Committee as submitted. Matt Letson seconded the Motion. The Motion was passed by consensus. University Report Chancellor Joe Hutelmyer referred to the University Report as submitted. He advised the contract for University West at the Scottsdale Plaza Resort will expire after the 2012 event. He also requested any Board members to send him an email if they are missing a plaque insert for AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 4 any year of their CMGA or CIW designations so that they can be sent. He has advised Jeff Henry at Headquarters to ensure each CMGA and CIW designee are current with their plaque inserts. Mr. Peterson suggested an email be sent in the Fall of each year to each person having attended at University class that year advising them of how many more hours of CE classes are required before they are eligible to receive their CIW or CMGA designation. Joe Hutelmyer will look into this further. 2010 Annual Meeting Martha Heinze reported that the books for the 2010 Annual Meeting have been closed. The meeting was managed to a surplus of $210,800, or $10,800 above what had been budgeted. There were 921 attendees, a slight decline from 2009. A survey was sent out to all attendees and the responses were reviewed by the Operations Committee and Board at the Committee Day meeting in June. A copy of the results will be forwarded to the Board of Directors. 2010 UFO Annual Meeting RC Chaffin reported 98 delegates and 18 spouses have registered for the 2010 UFO Annual Meeting which will be held in Austin, Texas from September 9-11, 2010. The room block has sold-out twice, so additional rooms have been added. The Committee, Caitlin Skelton and the Headquarters staff has done an excellent job in managing and preparing for the meeting. 2010 November Board Meeting Martha Heinze advised the November 2010 Board Meeting details will be sent to the Board of Directors by email. Arrivals are scheduled for November 17th with the Board of Directors Meetings on November 18th and 19th. Hotel rooms will be at the JW Marriott while the Board Meeting will take place at the Ritz Carlton. Ms Heinze asked the Board to plan on a fullday meeting on both days, so that departures can be scheduled on the 20th. 2011 University Weekend East Martha Heinze reported that a Board Meeting will be attached to the 2011 University Weekend East which will be held the first weekend of March. Ms. Heinze will distribute information relating to this meeting by email. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 5 2011 Annual Meeting Martha Heinze reported that Cal Ripken, Jr., Gina Davis and former US Senator Fred Thompson are all under signed contract for the 2011 Annual Meeting. Mr. Heinze is currently negotiating the Three Dog Night entertainment contract, which will be finalized shortly. This year’s meeting theme is “Bench Strength of the Insurance Industry” which plays on all aspects of the AAMGA. An exemplar of the brochure cover and theme were distributed and approved by the Board. A Day of Service will be worked into the agenda on Sunday, May 22, 2010. Proposed sponsorship opportunities were developed and reviewed with the Board to offset the expenses of the meeting. The Board made the following suggestions: Sponsorship titles and benefit levels should be branded so they can be the same each year. Include available golf sponsorships in the Sponsorship Opportunities document. Offer sponsorship levels for the conference and not sponsorships for specific events. Ms. Heinze will incorporate the suggested changes into a Sponsorship Opportunities document for the Board to review prior to October 2010. 2011 Committee Day Martha Heinze distributed location recommendations for the 2011 AAMGA Committee Day. Holding the 2010 Committee Day in Philadelphia saved about $6,000 in transportation and shipping costs. The Board requested Headquarters look into locations in Chicago, IL and Dallas, TX, and provide a recommendation at the next Board Conference Call. 2014 Annual Meeting Negotiations are proceeding with the Hilton Waikoloa Village Resort http://www.hiltonwaikoloavillage.com for the AAMGA 2014 Annual Meeting. Further details will be provided once the negotiations have been concluded. Committee Reports Reports for all Committees were incorporated into the Board Meeting books 2 to further facilitate the discussions.3 The Board Liaisons provided the following additional comments in respect of their Committees: 2 The Marketing Committee Report was distributed at the Board Meeting. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 6 Automation: o Mr. Wesson provided an update on the member directory function being developed for the AAMGA website. Progress is being made and testing of the site is taking place. Mr. Rothert encouraged each Board member to review their individual listing and test the functionality of the new service. o The Automation Committee requested the Board reconsider allowing nonAAMGA members to attend the Annual Automation Conference. The Committee wants to make the Conference the seminal event for the industry, and develop a solid revenue stream. Mr. Mastowski made a Motion to accept the Automation Committee’s recommendation to open the Automation Conference up to attendees from other organizations and non-AAMGA members; and that non-AAMGA members will pay a higher registration fee so as to allow members a greater benefit. Mr. Letson seconded the Motion, which then passed by consensus. Governmental Affairs Committee: o Mr. Mastowski reviewed his submitted report. Mr. Heinze reviewed the Committee’s plans to hold a joint Wholesale Insurance Industry Legislative Conference in April 2011 ahead of the Big I Annual Meeting in Washington, DC. He is working with NAPSLO, CIAB and Big I to design the details. o Mr. Rothert requested the AAMGA Legislative Principles and Positions brochure be updated. o Mr. Heinze provided an update to the Board on the NAIC’s new position and actions pertaining to SLIMPAC. He has discussed the current situation with Rep. Greg Wren, who chairs the national Conference of State Legislators Insurance Committee and the National Conference of Insurance State Legislators and will keep the Committee and Board advised of the progress being made. 3 Pursuant to the Board’s request, a copy of each Committee Report is also attached to the Minutes. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 7 Marketing Committee: o Ms. Jones distributed the Marketing Committee report which included a description of current objectives; including monthly marketing tips, similar to the Automation Committee’s “Tech Bytes”. o The Committee is commencing its branding project and will be interviewing each board member to discuss and evaluate the AAMGA brand and the perception of the AAMGA. o Mr. Heinze provided an update on the WIN magazine project. The proposed quarterly publication would solicit advertising for additional non-dues revenue. Two proposals are under final consideration. Mr. Tiepelman suggested using the website as a second vehicle for an electronic version of this magazine. Membership Committee: o Mr. Letson commented from the submitted report and will follow-up with the items assigned by the Board. HR Subcommittee: o Mr. Letson recommended the Subcommittee be regarded as a full Committee. After further discussion among the Board, Mr. Forest agreed to change the Subcommittee into a full Committee starting with his term in July 2011. o The group will be sending monthly e-mail tips to the HR contact roster, and is looking to facilitate partnerships with Universities. o Mr. Forest suggested the Subcommittee evaluate HR advice being offered by PeachTree. Mr. Wesson requested the Committee examine benefits and courses that could be obtained from the Society of Human Resource Managers (SHRM). Operations: o Mr. Peterson advised the Committee is working on a grading system by which to evaluate the effectiveness and contributions of AAMGA AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 8 Committee members. Mr. Forest requested to be involved as he will be working on the Committee member lists for the 2011 year. Under Forty Organization: o Mr. Chaffin reported on the UFO’s International Summit to London from March 28-30th. Executive Directors Report Mr. Heinze supplemented his submitted report noting a Wholesale Insurance News link and page have been added to the AAMGA website He advised the Board on a Cease & Desist Order he had issued to WageWatch based on unsolicited email requests the Company made to AAMGA members for updated wage data. The Company’s contract from the survey it performed in 2009 was not renewed for 2010. The Company complied with the request and sent a letter of apology to all members who received the errant e-mail. The discussion of “Prospect for Non-Dues Revenue - Website Advertising” was deferred to the AAMGA November meeting. Associate Member Report Mr. Tiepelman advised receiving one response from the letter he and Mr. Mulligan had sent to all Associate members. Mr. Mulligan noted he also received a few responses of good wishes, but no substantive feedback. Old Business Appreciation for Committee Co-Chairs: In response to Mr. Mastowski’s recommendation that the Association show additional appreciation to Committee Co-Chairs, the Board agreed to set up two tables near the front of the Annual Meeting Opening Breakfast to also include their spouses. Mr. Rothert will notify the Co-Chairs of the opportunity by letter as the date for the Annual Meeting approaches. Committee Size and Participation: Mr. Rothert noted some of the Committees have grown to a size where they are unmanageable. Mr. Forest will speak with every Committee Liaison and Co-Chair to solicit their views, in an effort to AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 9 reduce the size of the Committees while still encouraging all members to participate in Committee service. Committee Structure Changes: Mr. Forest advised he is considering returning to a Chair and Vice Chair Committee structure in 2011. He asked for the Board’s thoughts on forming a Business Services Members committee. Mr. Wesson requested the on-line Committee Service form include a section for the prospective member to advise of the contributions they could provide. It was also suggested to add an FAQ page on Committee service to the website. Business Services Liaison: The Board agreed to have Mr. Rothert send a letter to all Business Services members to inform them that Wayne Forest will be their liaison to the Board. UFO Board Liaison & Representation: The Board decided to have the UFO Ad Hoc Board Member represent the UFO commencing with the 2011-2012 term. NAGA & USLI Alliance: Mr. Rothert will remain in contact with both groups and keep the Board apprised of the feedback received. Executive Session: Mr. Mulligan suggested the Agenda of each Board Meeting include an Executive Session to be conducted without representatives of staff being present. The Executive Director will be kept advised of any issues or matters requiring attention throughout the year as they arise, and as they are discussed in executive session. New Business Consideration of Dues Increase for 2011-2012: Mr. Peterson volunteered to have the Operations Committee review and draft an SOP to bring better definition to branch offices and satellite offices. A list of branch and satellite offices can then be produced and incorporated into the AAMGA Directory. The Board decided to implement the following billing structure beginning in 2011: o MGA Member Branch Office: $200 o Associate Member Branch Office: $500 Affiliate Member Dues Rate: Mr. Chaffin made a Motion to approve the Affiliate Member dues rate as $850, which was seconded by Mr. Mastowski. During the ensuing discussion, Mr. Peterson inquired whether the location of an Affiliate AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 10 Member is turned into a “branch” once the parent corporation becomes an Affiliate Member. Mr. Rothert replied this could not occur as an Affiliate Member needs to be tied to an AAMGA member in order to qualify for this new status. A lower membership fee was then suggested. Mr. Chaffin withdrew his Motion as Mr. Letson and Mr. Anderson advised they would discuss the issues further and report back to the Board at the November 2010 meeting, at which time the Board will then take further action. Reimbursement for Board Spouses at Board Functions: The Board decided that spouse expenses are not reimbursable with the exception of approved Board dinners where the spouse is in attendance. Philanthropic Day of Service: Bernie Heinze asked that a Day of Service be added to the Sunday Morning of the AAMGA Annual Meeting in place of the motorcycle outing for the 2011 Annual Meeting. Mr. Heinze will review the options that are available and report back to the Board. The Board agreed with the proposal. October Conference Call: The Board decided to schedule the October Board Conference Call for October 20th at 11:00 AM EST. There being no further business needing to be acted upon, Mr. Chaffin made a Motion to adjourn the meeting, which was seconded by Mr. Letson and passed by consensus. The meeting stood adjourned at 4:32 PM PST. Respectfully submitted, Bernd G. Heinze Executive Director AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 11 Appendix A AAMGA Committee Reports AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 12 Automation Committee July 30, 2010 QUARTERLY REPORT 1. AAMGA website update a. Past history- Greg Ricker determined that there is the capability on the website today to update personal (member) information. The vendor confirmed this during a conference call. With some programming changes the ability to update the website is available today, but the functionality has limits. Greg has been working with the vendor, VanGo to secure a consulting proposal that will expand the functionality of the system and then we will need to use budget funds to have the vendor train headquarters to implement the changes. The committee is awaiting a consulting proposal from VanGo to determine the cost and complete the project. b. Some work remains open from prior vendor requests, and after discussion, the group approved paying approx. $8,000 for this remaining work in the current year budget. Marty at HQ has been working on implementing the final changes. c. Plans for the upcoming year: 1. The iMIS database will be upgraded to release 15 2. The current NimbleUser proposal was reviewed at a high level. After much discussion on the deliverables and vendor labor rates, the group decided to allocate $25,000 for the iMIS upgrade project. If the current vendor cannot do the project for this amount, a new vendor will be solicited. 3. The Automation Committee will keep in sync with the Marketing Committee as they have also requested website changes. Automation Committee focus will be primarily on web and Association infrastructure. 2. Conference Update – At committee day we finished a plan for the upcoming show. Below are the conference agenda and members responsibilities for the 2011 Conference. Conference will run March 19-22th at the Fairmont Dallas Hotel. Goal is 250 registrations. This is up from the 230 registrations in 2010.Suggestion is to hold some conference calls in conjunction with the Marketing Committee to keep them in sync with our committee marketing plans. Discussion on what can we do to get the Lloyds folks more involved in this conference. It’s critical we solicit addition attendee’s from the various Lloyds groups. Sunday AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 13 Breakfast 8-9 Sponsored Sunday 9-12 JWG, IVANS Real Time case Study and Lloyds reporting Standards – Tammy, Mike Roy, Mike Artis, Michele and Scott JWG Could include a retail agent panel (every day issues with MGA) – Mac and Tate 12-1 Lunch – Sponsored 1-2:15 Vendor Panel – David and Lisa 2:15 – 2:30 Break Sponsored 2:30-3:45 Keynote – Options discussed included Steve Anderson Blogger, Microsoft, Google, Webify your business, Apple or Social Media – Bryan and Bob 3:45 – 6:00Trade Show opens 5:00 - 6:00 AAMGA reception in Trade show Monday – Dual Tracks 7:30-8:30 Sponsored Breakfast 8:30 Track one Acord XML (biz side) Emily and Cheryl 8:30 Track two Mobile Apps (tech) – Tammie and Rachael 9:30-9:45 Break Sponsored 9:45 Track one Acord XML (Tech) – Chris Timm 9:45 Track two Cloud Computing (Biz) – Chuck and Jacque 10:45 – 11 Break Sponsored 11-12 Track one Cyber Crime (tech) Edie 11-12 Track two Gen Y (biz) Lisa 12-1 Sponsored Lunch 1-6 Trade show open 5-6 Vendor Appreciation Reception Tuesday 7:15 – 8:00 Sponsored Breakfast 8:00 – 9:15 GA panel – Euclid 9:15 – 9:30 Break Sponsored 9:30-10:45 Carrier Panel – Chris Timm and Greg and the Carrier subgroup 10:45 - 11 Break Sponsored 11 -12 Town Hall – Scott and Mike Roy A. Also we selected a location for 2012 which will be the Inter-continental Buckhead Atlanta. HQ is working on dates for us. 2013 location was recommended to be AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 14 Las Vegas. Possible dates would be the end of Feb through the end of March. Back-up location will be Nashville, TN. AAMGA HQ will work on obtaining proposals. 3. Joint Working Group Update A. B. Agency Port and IVANS will be engaged to provide a proof-of-concept on agency download. Target date for this is the ACORD Implementation Forum in Florida in November, and then again at the 2011 Automation Conference. There is a new sub-group working on marketing the developments and future plans for the group. This group would like to ask for some money to help fund these marketing efforts. $7,500 is being requested and this will be combined with money from other Working Group partners. 4. Educational Group a. First couple e-mail tips have gone out and the feedback has been excellent. These tips can be found off the main AAMGA.ORG page. Last Tech Tip was on large file sending over the internet. 5. London Bordeaux On 7/13 a webinar was held to review what’s in place today with Lloyds, the 3001 standard that’s been approved, and what can we put into the 2011 conference to help bring improvements to standardized reporting. It was noted Lloyds has officially joined the Joint Working Group. It was also discussed some Automation folks may want to travel with the larger AAMGA group to London in the spring to meet and speak with them directly. 6. Goals for the Committee 2010-11 Organize plan and hold a successful automation conference in March 2011 including offering University Credits. Continue to support the efforts of the joint working group with ACT, Napslo and AAMGA supporting the real-time initiatives. Identify and implement enhancements to the AAMGA web site working with AAMGA staff and the Marketing Committee. Work with our partners in London to standardize bordereaux reporting. Developed a technology communication plan whereby information can be shared on industry topics. This will encompass the use of webinars, message boards, newsletters and e-mails. Our vision for the conference moving forward is to expand it as ‘THE’ only E&S automation conference that exists. Anyone involved in the placement of E&S business should be catered to by this conference and find relevant content presented. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 15 In summary, to be exclusive going forward will eventually lead to diminished value to AAMGA and NAPSLO membership. This conference should be expanded to meet the automation interests of all major E&S marketplace participants, with particular focus on providing additional benefits to paying members. In the process of adding additional value to the entire space, and presenting AAMGA as the lead organization in driving progress and the future of the industry, we can also benefit from the additional revenue possible from more attendees. 7. Budgeting We as a group have come up with a budget that includes 105,000 of expense for the automation conference and 45,000 of expense for the automation committee. Our income from the automation conference will be 120,000 based off of 250 attendees and 35 booths. o Included in our budget all are: Rev from convention 120K Expense from convention 105K 5K IIABA 5K JWG Add marketing Flyers or what is need to promote 10K Web site meeting on site HQ Travel and Accommodations 25K Upgrade IMIS to 15.0, with web site enhancements and blast email options 8. Vendor Sub Group i. The 2010 conference thank you gift and letter have been approved and will be distributed to all the vendors who sponsored the 2010 automation conference. ii. It was suggested could we sell times (for ex. Breakfast) and other material as a source for additional revenue. Could we also sell specific spaces in the vendor booth area? iii. In regard to soliciting vendors and other marketing for the conference, the Automation Committee is not aware of the efforts and costs the Marketing Committee spends each year. Goal is for 2011 that both committee’s work more together so we combine efforts to achieve better results. We need vendors to support both the Automation Conference as well as the AAMGA Annual Meeting. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 16 Education Committee Report Goals from 2010 Committee Day: 1. Change the structure of University East and West to gear more toward advanced classes. Included in this will be reviewing and re-classifying our current course offerings and developing a classification system to help better identify the courses. 2. Increase member participation by improving communication to our members about our online and stand-alone offerings and include the use of social media. 3. Develop new course offerings that are more pertinent and topical for our members. 4. Revamp the CIW Designation: a. Review requirements for CIW Designation and recommended changes. b. Contact all members close to completing CIW in course hours and offer assistance to complete designation. c. Review re-certification status of all current CIW’s. d. Develop press advertising (with Marketing Committee) for use by CMGA’s and CIW’s. 5. Continue course development of GSU offerings working through GSU Steering Committee. Specific Curriculum Discussion for 2010-2011 Stand Alone Courses: Uniqueness of stand-alone courses is very important. Consider changing Sunday-Monday format to Monday-Tuesday Host CP, but host in New Orleans and call it, “After the Storm” Consider a November 1-2, 2011 Tuesday-Wednesday format Plan to offer Trucking 300 in Denver as the location in 2011. Consider “Emerging Issues Day” EPLI Green Construction Data Privacy Cyber Liability Professional E&O/ D&O Equipment Breakdown Consider “Wheels Day” Garage Liability Trucking 1&2 AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 17 Warehouse Legal Liability Cargo Consider “Hammer Day” (GenRe) Owners and Contractors Protective Pollution Green Construction Construction Defects (including Chinese Drywall issues) and construction codes State Regulations University Weekends: Consider a pre-requisite course for East and West attendees prior to them attending. Send out survey on University East specifically Consider Panel Discussion at East specifically on oil spill GSU RMI Certificate course options/recommendations: Selling Finance Steering Committee meeting has been scheduled for October 13, 2010 in Atlanta. Annual Meeting: Consider Presidents Panel on Sunday instead of course Consider GSU Chair to facilitate course on Sunday HR Courses: Should appeal to management, as well as HR and also appeal to skill Gen X Mobile workforce Why people selling agencies and tax implications (to get owners to attend). Roger Ware to look into. Presidents’ Panels: Consider 2 IT executives Dale Pilkington (not a member) Richard Schmitzer – James River Other: Develop classification system for courses Consider sub-committee on colleges and universities AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 18 University East Preliminary Planning Schedule: March 3-5, 2011 Thursday afternoon 3/3: GSU RMI Course 1: Finance HR Track Course 1 Emerging Exposures Course Ethics Course Friday Morning, 3/ 4: GSU RMI Course 1: Finance (Part 2) HR Track Course 2 Emerging Exposures Course Additional Insureds Course Friday Afternoon, 3/ 4: Presidents/Executive Panel Saturday Morning, 3/5: HR Track Course 3 (Roundtable discussion) Emerging Exposures Course UFO Leadership Track Course AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 19 Report of the Executive Director August 2010 Since the last in-person Board of Director’s Meeting in June 2010, the Headquarters staff has been working diligently on a number of items including: Drafting, printing, collating and mailing of the AAMGA Annual Dues packages and surveys to all AAMGA members Organizing and holding a successful Committee Day meeting in Philadelphia, PA Filing classes, developing materials, liaising with instructors, and undertaking all logistical details for University Weekend West in Scottsdale, AZ; the AAMGA Summer School in Cambridge; Garage Risks 301 and Advanced Truckers 300 Preparing and organizing the Under Forty Organization Annual Meeting in Austin, TX – including a site inspection of the facility with the UFO President and meetings with the staff of the venue Participated in each of the monthly Board and Committee and Subcommittee Conference Calls Prepared financial papers, materials, records and answered questions posed by the independent auditors during the week-long annual audit at Headquarters Finalized and signed the disclosure statements in all 50 states in respect of the Education Foundation’s §501(c)(3) fund raising statutory reporting We hired a new administrative assistance, Susan Jackiela who is also the receptionist, following the untimely passing of Lisa Herko’s fiancée who then left to go back to school to obtain an Associate’s Degree and be closer to her family while assisting her Mother who has cancer In addition to the everyday administrative activities, the following are highlights of activities in which I have been engaged: 1. Reviewed, negotiated and finalized the contract with Caitlin Skelton for the 2011 Automation Annual Conference 2. Reviewed, negotiated and finalized the contracts for: a. the Board of Directors Meeting in November 2010 at the Grande Lakes Resort b. University Weekend East in Raleigh, NC c. US Senator Fred Thompson as keynote speaker at the 2011 Annual Breakfast Meeting d. Cal Ripken, Jr. as keynote speaker at the 2011 Annual Business Meeting e. Valerie Bertinelli as spouse speaker at the 2011 Annual Meeting (which was subsequently declined by the actress due to filming commitments on her new television program “Hot in Cleveland”) AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 20 f. Geena Davis as spouse speaker at the 2011 Annual Meeting g. Three Dog Night as the Gala Entertainment at the 2011 Annual Meeting 3. Organized and participated in the AAMGA Webcast on the “Status of the Wholesale Insurance Market” with Mark Rothert, Wayne Forest, Tom Mulligan and Hank Watkins at A.M. Best in Oldwick, NJ 4. Participated in conference calls on the wholesale insurance market and the status of MGA’s with: a. J.P. Morgan b. Standard & Poor’s c. A.M. Best d. Deutsche Bank/Australia 5. Wrote articles for American Agents & Brokers and Global Broking & Underwriting magazines 6. Attended the annual Lloyd’s City Dinner in New York City a. Meeting with Sean McGovern – General Counsel at Lloyd’s 7. Participated in numerous conference calls with staff members of US Senators and the Senate Banking, Housing and Urban Affairs Committee to encourage passage of the “Wall Street Financial Reform Act” (also subsequently known as the “Dodd-Frank Bill”), containing the Non-Admitted and Reinsurance Reform Act, which did pass and was signed by the President a. Drafted a comprehensive overview of the Dodd-Frank Bill and all its provisions which was sent to the Government Affairs Committee and all Board Members, and is on the AAMGA website b. Sent blast e-mails on legislative and regulatory updates to the AAMGA membership c. Organized and participated in conference calls on the Surplus Lines Insurance Multistate Compliance Compact (“SLIMPACT”), and with the surplus lines and state stamping offices and the NAIC staff on the next steps to be taken in providing for an interstate compact to implement the filing of multi-state surplus line premium taxes 8. Prepared PowerPoint presentations for use at: a. AAMGA Committee Day b. Texas Surplus Lines Association Annual Meeting and talking points for the Western States Surplus Lines Annual Meeting for Mark Rothert 9. Drafted, edited and finalized the AAMGA/NAPSLO White Paper on the Surplus Lines & Stamping Offices 10. Worked with Marty Bair and Sarah Selverian to develop and finalize the draft FY 2010 budgets for the AAMGA and Education Foundation 11. Began implementation of Committee goals and objectives as decided at Committee Day 12. Reviewed and collated the Annual Meeting survey responses from attendees 13. Drafted and edited the wrap-up issue of the “AAMGA Daily News” which was then sent to 5,000 AAMGA members and vendors in hard copy, and electronically to everyone in the AAMGA iMIS database, and also placed on the website, along with the Opening and Closing Videos shown at the Annual Meeting 14. Updated the content on the AAMGA website, along with all information after Committee Day for the respective Committees AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 21 15. Counseled the Board and numerous members on the AAMGA’s not taking a position in regard to an Associate Member’s decisions involving MGA members 16. Outlining and negotiating proposals for the AAMGA’s “WIN” magazine 17. Assisted the Latin American Insurance Agents with information on regulatory issues for their Annual Meeting 18. Organized materials for the AAMGA Summer School in Cambridge 19. Organized the UFO International Seminar to London in 2011 20. Assisted 4 Associate Members and 9 MGA members with regulatory and market conduct issues 21. Outreach to new prospective members 22. Drafted Agendas and Minutes for Board Meetings 23. Issued Cease and Desist Order to WageWatch in response to their unsolicited e-mail to AAMGA members 24. Organized Coverholder Advisory Board Conference Call with Lloyd’s 25. Began putting together ideas for a Wholesale Insurance Women’s Forum 26. Negotiated and discussed arrangements for the “Legal Liability Tool Kit” to be placed on the AAMGA website, and for Mark Rothert to film a video introduction along with John Ratzenberger at Pixar Studios in Los Angeles 27. Developed 2011 Annual Meeting brochure design and layout 28. Participated in a conference call with the AAMGA Executive Committee 29. Began organization of Executive Committee visits in London in February 2011 30. Designed Wholesale Insurance Daily News Section on Website 31. Drafted social media protocols for AAMGA and members 32. Outlined proposal for AAMGA - MGA members to have a marketing piece describing the value of the wholesale agent and AAMGA membership written in Spanish 33. Discussed organizing joint AAMGA/NAPSLO/CIAB Wholesale Insurance Market legislative forum and “fly-in” in conjunction with the Big I’s annual legislative meetings in Washington, DC on April 12, 2011 These are but a few of the highlights of the additional activities taking place at AAMGA Headquarters. I will be pleased to answer any questions or provide further details on these highlights or the other activities undertaken at your convenience. Thank you for the opportunity to work with you, and to represent and manage the AAMGA. Respectfully submitted, Bernd G. Heinze Executive Director AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 22 Governmental Affairs Committee July 30, 2010 QUARTERLY REPORT Prepared by Bill Malone & Josh Korver In this quarter we held a very productive committee day meeting where it was evident that the Governmental Affairs committee has a very full year ahead of us. It is going to take a full effort on the part of every single one of our committee members to overcome the tasks that we have in front of us. Below is a list of items we have achieved since the meeting: 1. We have updated the goals of the Governmental Affairs Committee to reflect that our committee is going to take a much more pro-active role for the AAMGA, rather than simply an informative one. Providing information to the members will still be a key element of our strategy, but it will be in concert with our efforts to affect legislation and issues on behalf of the membership. 2. We have completely overhauled our budget. We have created multiple spreadsheets that now allow us to track spending on a line item basis throughout the year. It has now become a simple matter to approve, reject, or refer spending to the Board based on our budget records. 3. We have finalized and approved the white paper that was co-authored with NAPSLO that supports surplus lines stamping offices throughout the country. A copy of the white paper is being made available on our website and we are printing and sending a copy to each stamping office and Director’s office. 4. We have approved the addition of a Legal Liability toolkit link from the website that will inform the member of liability issues while running a small business. The toolkit is run by a non-profit organization and provides a great educational opportunity for the members on the liability pitfalls that exist in the industry. The following list describes items we are continuing to work on: AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 23 1. Getting SLIMPACT or another inter-state compact for the allocation of surplus lines taxes amongst the states passed as legislation is our number one goal. It is a herculean task to get all 50 states to agree on anything, and much less pass legislation in short time frame. However, with the passage of the NRRA, the time is short. The current efforts being expended on this sole agenda item would take another two pages to describe. Suffice to say, NAPSLO has stepped to the front on this issue and we are in discussions on partnering with them going forward as we have in issues in the past. The combined weight of our associations can do much more than either on its own. Josh Korver will be traveling to the NAIC conference next month to help with a meeting that will be tackling this issue. 2. We are in the process of updating the Regulatory Principals Handout and creating a white paper “How to” for getting time with and talking to your legislative representative. 3. We are contemplating different methods for streamlining how we inform the membership of Governmental Affairs items, opportunities, and needs. 4. Research is being conducted into the Premium Finance Laws of all 50 states. We will eventually be able to inform the membership of the premium finance pitfalls in each state and provide methods to avoid them. 5. The Governmental Affairs committee provides sponsorships for many legislative-styled conferences throughout the year. We have some committee member work on the best way to get the most out of each of those sponsorships. 6. We are looking at set up an AAMGA Legislative Day in Washington D.C. that would be in cooperation with the Big “I” Legislative Day. That way we can stand shoulder-toshoulder with our customers as we present our issues with theirs to our representatives in Congress. 7. We are keeping our eyes on the developments of a number of issues around the country, including: Licensing of sub-producers in Connecticut and other states Silvers & Gold v. Lexington Appeal Colorado “Warranty” insurance New York Approved Bank Legislation Florida Affiliated MGA violations Tennessee requirements for surplus lines licenses Any questions or concerns can be addressed to Bill Malone or Josh Korver. bmalone@ca-group.com jkorver@insurancecenter.alaska.com AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 24 HR Sub-Committee July 30, 2010 QUARTERLY REPORT Activities since Committee Day: The HR Committee call was held on July 28 at 11:00 am EST. The team reviewed the action items that were determined at Committee Day, and discussing new opportunities introduced by members. We also assigned responsibilities and established some timelines. We learned that our proposed goals and related budget were approved by the Board. We referred to the Committee Day Recap as a guide to our discussion. Conference Call Members Present Cheryl Golla, Myron F Steves & Co Ed Colby, Nautilus Jeanne Hodson, Insurance House Alesia Martin, Scottsdale Insurance Company Glennon Reidler, MacNeill Group, Inc. Lisa Kluczinsky, Johnson & Johnson, Inc. Rebekah Hutchings. Maxum Indemnity Company Matt Letson – AAMGA Board Liaison Jeff Henry, AAMGA Liaison/Director of Education & Development Members Not Present Cathy Graham, Strickland Insurance Group Richard Pitts, Arlington/Roe & Co., Inc. Dianne Shelton, Continental Special Risks Lisa Van Leuvan, Metcom Excess Insurance Group Christina Cama, American Reliable Insurance Co. Kristin Downey, Am WINS Transportation Underwriters, Inc., CMGA Melody Banks, CRC John Rosso, All Risks AAMGA HR Committee Day Recap June 25-26, 2010 AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 25 Members Present Dianne Shelton, Continental Special Risks Lisa Van Leuvan, Metcom Excess Jeanne Hodson, Insurance House Glennon Reidler, MacNeill Group, Inc. Lisa Kluczinsky, Johnson & Johnson, Inc. Rebekah Hutchings. Maxum Indemnity Company Cathy Graham, Strickland Insurance Group Richard Pitts, Arlington/Roe & Co., Inc. Matt Letson – AAMGA Board Liaison Jeff Henry, AAMGA Liaison/Director of Education & Development Members Not Present Cheryl Golla, Myron F Steves & Co Ed Colby, Nautilus Insurance Group Alesia Martin, Scottsdale Insurance Company Christina Cama, American Reliable Insurance Co. Kristin Downey, Am WINS Transportation Underwriters, Inc., CMGA Melody Banks, CRC John Rosso, All Risks General Discussion: HR Committee Status- There is a desire among the group to become an independent committee rather than a sub-committee to the Membership Committee. We discussed with Wayne Forest and requested his guidance on making the HR Committee a standalone committee. Wayne advised the team that several factors including committee structure would be considered. He added the Board and the incoming President had discretion in these decisions. Education Committee Liaison - The group determined that we needed to assign a Committee member to be a liaison to Jeff Henry on the Education Committee. Glennon Reidler accepted the assignment. The group discussed 2011 goals and the related budget. Recommendations were presented to the Board for approval. Goals Submitted to the AAMGA Board for Approval: 1. Update the HR Website Create a Hot Topics/Urgent & Important Resource where HR Committee members would identify and publish updates on what we view as at hot and/or AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 26 urgent and important topic. No more than 3 topics would be highlighted at a time. Other articles would remain in the resource to reference. Examples of topics include health care reform, employee retention in today’s economy, social networking, W-2 reporting, generational differences, etc. Add a “Surveys” tab Create a tab that provides members with easy access to surveys conducted by the Committee. Initially the tab would include the Compensation Survey Summary and Flex Survey Summary. Dianne Shelton and Lisa Van Leuvan accepted the assignment to act as leads on the website initiative. 2. Develop monthly (or as needed) “PUSH” email campaign to inform members of hot topics. (Determine start date at July conference call) 3. Survey HR people listed in the AAMGA HR Directory to request input on topics they would like to have focused on at AAMGA University East. We have 3 sessions dedicated to HR related topics. Lisa Kluczinsky accepted the assignment to serve as the lead on the survey to determine HR topics for University East. 4. Identify presenters at University east once topics have been determined. 5. Initiate an AAMGA Career Fair Partnership with 3-5 Universities that have Risk Management Programs. This effort will support the positioning of AAMGA as THE industry trade association of choice. Schools mentioned include Appalachian State, University of Georgia, Troy University, and Temple & Virginia Commonwealth. Rebekah Hutchings and Cathy Graham accepted the assignment to lead the AAMGA Career Fair Partnership initiative. Proposed Budget: $11,500.00 (approved) New Business: Ideas presented to Jeanne after the meeting – to be discussed: o Sponsoring an AAMGA Internship Program o Partnering with UFO to establish a Mentor Program AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 27 AAMGA Investment Committee August 9, 2010 Investment Committee Members: Past Presidents Jim Roe, Preston Gough, Len LoVullo, Curtis Anderson, President Mark Rothert, Secretary/Treasurer Bobby Owens, Bill Fink The Investment Committee members met via conference call on Monday, August 9, 2010 at 2:00PM. Jim Rowe was out of the country and could not participate on the call. The Committee briefly discussed the declining returns on the CMO portfolios and a recommended Smith Barney strategy. CMO rates have declined to slightly under a 3% return currently. Smith Barney suggested the consideration of a covered call strategy using a small amount of available cash in order to increase overall returns. Gavin McQuiston suggested a covered call strategy could attain returns in the 5% to 8% range. There would also be fees of 1 ¼% to be paid to Smith Barney for their management of the portfolio. The Committee discussed this option and concluded, due to current market uncertainty and political climate, it would be best to keep the current investment strategy of purchasing CMO investments in place. The main investment objective at this point in time, the Committee expressed, was the preservation of capital at the expense of reduced returns. The Committee suggested the Treasurer request Smith Barney to provide information on other potential bond investment options, such as taxable municipals, for the Committee’s consideration. The Committee also asked for a report back on any checking account or other fees paid to Smith Barney on the Association and Foundation’s accounts. The Committee asked that this Committee report be made to the AAMGA and Foundation boards at their next meeting. The Committee agreed to schedule their next call after this fall’s election date in November. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 28 Membership/Member Benefits Committee July 30, 2010 QUARTERLY REPORT The Membership/Member Benefits Committee met at Committee Day 2010 well prepared to continue the work of last year’s committee, as well as establish new goals for the 2010-2011 term. The Committee’s goals and objectives for the coming year are as follows: 1. Work toward increasing our membership, i.e., MGA, Associate, Affiliate, Business Services 2. Liaison with the Marketing Committee on their goals to attract new members—New Bylaws 3. Review the pocket membership booklet and approve for distribution—who, how many? 4. Conduct regular surveys of entire membership to determine what added benefits, services, etc. they would like to see. 5. Research resources that can help with names of MGA’s that are not members— stamping office, companies, state associations, current members, etc. Appeal to old markets. Figure out how big our world is. Since Committee Day, we have held one conference call, during which we discussed the following items: 1. We were advised the budget was approved and the committee could move forward. 2. Discussed the pocket membership booklets. The booklet is to be reviewed by each member of the committee for any changes, additions, deletions. We will then decide if the booklet will be distributed and to whom it will be distributed to. 3. How do we attract new members? On the next conference call we are going to revisit what was done last year in regards to cold calling. Assign states to different members, and discuss associate members. 4. Can an electronic packet be put together for ease of getting it in front of a potential new member, as you are on the phone having your discussion? The committee needs to decide what we want in the packet…… 5. Liason with the Marketing Committee on their goals to attract new members. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 29 6. Shannon Dahlke was to talk to several of the big stamping offices. In regards to obtaining a list of members. She was told that each association would have to get permission to release any kind of list. The challenge with any list that is obtained, is the members are listed by individual names not MGA’s. The committee will decide if this will be a viable resource for us. 7. New by-laws are to be reviewed and a discussion on what impact this will have on recruiting new members. Co-Chairs: Kathy Schroeder Teri Black Board Liaison: Matt Letson Committee Members: Larry C. Bobb John Nunnely Priscilla K. Priestman Janet Bordonaro Chuck Conway Shannon P. Dahlke AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 30 Operations Committee July 30, 2010 QUARTERLY REPORT 1. Industry Calendar – Martha will send out an email blast to all companies advising each of our request for their meeting dates. Dates for all carriers are listed on the AAMGA website. The committee will do a phone campaign as a follow up for those who do not respond. 2. Surveys – Martha will advise if a Committee Day survey was sent. Next up will be AAMGA University West and UFO surveys. 3. Membership – Classification and pricing – Gary Peterson will present to the Board that the Operations Committee agrees that classification and pricing as decided at Committee Day be implemented. 4. AAMGA By-laws and SOP’s – Sub-committees will report in prior to the August 24 meeting. Flip and Kelly please join group I working on by-law changes 1-7 and Michelle please join group II for changes 8-14. 5. Event Cancellation – Martha will advise on Bernie’s progress with the London Markets. 6. Special Request from the Board – none at this time. 7. Committee Member Guidelines – Following discussion at Committee Day guidelines will be put in place to insure participation, task completion and at least 75% meeting attendance for each AAMGA committee. Final resolution of any issues will be the responsibility of the committee chairman. 8. AAMGA Archiving – Gary Gibson will contact Tom Stamm and ask him to write the history of AAMGA from the last date published of 1992. 9. New Business – Trade Show – An effort will be made for the 2011 annual convention to return carriers to booths in the trade show. More discussion on the promotion of this idea will follow. 10. Next Meeting Date – August 24 11:00 AM EST. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 31 Under Forty Organization July 30, 2010 QUARTERLY REPORT By Colleen Giles-Harris, UFO President As of Monday, July 26th, 2010, we currently have 48 delegates and nine spouses registered for our UFO annual meeting in September. We have 19 people signed up for our golf event, six people signed up for our Austin Segway tour and 25 people signed up for our “Take a Walk on the Weird Side” tour. We are ahead of where we were last year, mostly because we were ahead of schedule with getting our registration materials out to the UFO members. Typically we don’t get the registration materials out until after the June Committee Day meetings, but this year we were able to get those materials out before the June meeting. We will continue to send email blasts, postcards, etc to members and agency principals in hopes of increasing the registration as we approach our original August 6th hotel discount deadline. We are also working on finalizing some of the details for our September annual meeting. We are working with Jeff Henry and the AAMGA University on offering an alternate class to our GSU Leadership Class for the UFO members who have already attended the class we have scheduled. We are also working with the Austin chapter of the Make-A-Wish Foundation in regards to having a presentation and video at our opening dinner on Thursday, September 9th. Caitlin Skelton and I attended a Site Inspection in Austin, TX on Tuesday, July 20th, and Wednesday, July 21st. It looks like we are going to have a great event this year and Caitlin’s organizational skills and attention to detail are very much to thank for that. The Site Inspection went wonderfully and I am very confident that we are on track with everything this year. The UFO Board is also starting to work on organizing our events for the UFO International Summit to London, England in March 2011. We are still in the early stages of planning the Summit, but we do have the dates finalized (March 28th to March 30th, 2011). We hope to have our schedule finalized by this October at the latest. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 32 Exhibit B Financial Dashboard AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 33 American Association of Managing General Agents and Education Foundation STRATEGIC DASHBOARD INDICATORS Prepared for the August 19, 2010 Board of Director’s Meeting AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 34 Purpose of Strategic Dashboard Indicators To provide concise, easily viewed, often graphical depictions or representations (much like the dashboard of a vehicle) of major functional areas of the American Association of Managing General Agents (AAMGA) and the Education Foundation. Strategic Dashboard Indicators Should: • Evaluate the AAMGA and Education Foundation progress in key areas on a regular, ongoing basis • Be timely, measurable and actionable • Provide information regarding success and priorities so as to enhance decision-making • Provide information that assists in the effort to improve service to members • Specify targets that trigger corrective action Guidelines: • Largely graphical depictions of major functional areas of the AAMGA and Education Foundation although a mixture of graphical and narrative information is acceptable when clarity of presentation is enhanced • Provide to the Board at each Annual Meeting, and throughout the year as desired • Maximum of 15 general indicators in five key areas (Membership, Finance, Programs & Services, Governance) Strategic Dashboard Indicators Should Not: • Replace other forms of reporting in specific areas that provide much more detail • Forecast or predict the future or future trends in any of the five key areas, as Indicators are merely a tool to assess trends based on previous years’ activities and data • Act as a substitute for financial or budget reports, as those are prepared and provided to the Board through the Committee on Finance & Audit AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 35 TABLE OF CONTENTS A. MEMBERSHIP DASHBOARD INDICATORS 1. Trends in Membership - AAMGA B. FINANCIAL DASHBOARD INDICATORS - AAMGA 2. 3. 4. 5. Trends in Assets/Net Assets Trends in Total Revenues Trends in Investments Trends in Operating Expenses as a Percentage of Revenues (Overhead Ratio) C. FINANCIAL DASHBOARD INDICATORS – AAMGA Education Foundation 6. 7. 8. 9. Trends in Assets/Net Assets Trends in Total Revenues Trends in Investments Trends in Operating Expenses as a Percentage of Revenues (Overhead Ratio) D. ANNUAL MEETING INDICATORS 10. Attendee Historical Trend 11. Attendee Historical Trend by Member Type 12. Attendee Historical Trend by State 13. Annual Meeting Historical Net Revenue E. ALL OTHER MEETING AND COMMITTEES 14. All Other Meetings Total Historical Revenue 15. Committee Expenses Paid Over Time AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 36 1 - Historical Trend in Membership Overall, we have seen a slight decline in membership. It appears this is based primarily on two (2) drivers: (a) market conditions, and (b) mergers and acquisitions. Other professional trade associations are encountering the same results. The 2010 numbers represent the members that were invoiced as of July 1, 2010. A true membership count cannot be obtained until the end of the fiscal year when all dues payments have been received. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 37 2 - Historical Trends in Equity over a Five-Year Period Assets are defined as all financial resources available to the Association, including cash and cash equivalents, interest and dividends receivable, general accounts receivable and investments (at market value). Equity is defined as all undesignated funds available to support the operations of the Association and represent the cumulative results of operations of the Association. Equity represents the Association’s “net worth” and the following equation is used to determine Equity: Assets – Liabilities (Current & Long-Term) = Equity. Current Liabilities held by the AAMGA at the end of each fiscal year include general accounts payable. RELEVANT BENCHMARKING DATA: Equity as a percentage of Assets for the past five fiscal years was: 80% (2006), 83% (2007), 75% (2008), 82% (2009), and 77% (2010). The increase in liabilities from 2009 is primarily due to the Annual Meeting hotel master bill. A large portion of the invoice was due prior to the June 30, 2010 year end, therefore increasing liabilities in 2010. It is important to note that the AAMGA’s Equity is highly liquid (almost all investment income, compared to holdings in fixed assets [such as a building or plant], which gives the Association a great deal of flexibility in its consideration of use of Equity in any given year. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 38 3 - Historical Revenue over a Five-Year Period Revenue is defined as the total amount of money received by the Association for services provided during a certain time period. It also includes membership dues, meeting revenue, all net sales, exchange of assets; interest and any other increase in owner's equity and is calculated before any expenses are subtracted. Expenses are defined as the cost of doing business resulting from revenue-generating activities. Surplus/Loss (Net income) is calculated by subtracting expenses from revenue. In terms of reporting revenue in a company's financial statements, different companies consider revenue to be received, or "recognized", different ways. For example, revenue could be recognized when a deal is signed, when the money is received, when the services are provided, or at other times. There are rules specifying when revenue should be recognized in different situations for companies using different accounting methods, such as cash basis and accrual basis. The net loss in 2010 is due to the $50,000 unbudgeted donation to the Education Foundation and $18,960 in unbudgeted expenses associated with the RFP process. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 39 4 - Trends in Investments The AAMGA invests in Collateralized Mortgage Obligations (CMOs). CMOs, a type of mortgage backed security, are bonds that represent claims to specific cash flows from large pools of home mortgages. The streams of principal and interest payments on the mortgages are distributed to the different classes of CMO interests, known as tranches, according to a rather complicated deal structure. Each tranche may have different principal balances, coupon rates, prepayment risks, and maturity dates (ranging from a few months to twenty years). CMOs are often highly sensitive to changes in interest rates and any resulting change in the rate at which homeowners sell their properties, refinance, or otherwise pre-pay their loans. The Mark-To-Market adjustment represents the valuation of securities at current market price. This is the legal accounting requirement for most securities to be valued at their current market price rather than an earlier price or the price at which they were purchased. Mark to Market adjustment is recorded each month. This is the reason for the adjustment on an annual basis. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 40 5 - Trends in Total Operating Expenses as a Percentage of Revenues (Overhead Ratio) Operating Expenses represent the expenses which are considered overhead and are closely managed and controlled by the Association Management Company. These expenses are not specific to a particular event, function or committee. The AAMGA’s overhead ratio has been consistently less than 10% over the last five years. The increase in operating expenses is due to $18,960 in unbudgeted expenses associated with the RFP process. This resulted in a slight increase in percentage of revenue. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 41 6 - Historical Trends in Equity over a Five-Year Period Assets are defined as all financial resources available to the Foundation, including cash and cash equivalents, interest and dividends receivable, general accounts receivable and investments (at market value). Equity is defined as all undesignated funds available to support the operations of the Foundation and represent the cumulative results of operations of the Foundation. Equity represents the Foundation’s “net worth” and the following equation is used to determine Equity: Assets – Liabilities (Current & Long-Term) = Equity. Current Liabilities held by the AAMGA Education Foundation at the end of each fiscal year include: general accounts payable, deferred registration fees and meeting registration fees held for the following fiscal year. RELEVANT BENCHMARKING DATA: Equity as a percentage of Assets for the past five fiscal years was 99% (2006), 99% (2007), 75% (2008), 90% (2009), and 99% (2010). The significant decrease in liabilities from 2009 is due to the payoff of the $250,000 balance of the GSU donation. It is important to note that the AAMGA Education Foundation’s Equity is very liquid (almost all investment income, compared to holdings in fixed assets [such as a building or plant], which gives the Foundation a great deal of flexibility in its consideration of use of Equity in any given year. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 42 7 - Historical Revenue over a Five-Year Period Revenue is defined as the total amount of money received by the Foundation for services provided during a certain time period. It also includes all net sales, exchange of assets; interest and any other increase in owner's equity and is calculated before any expenses are subtracted. Expenses are defined as the cost of doing business resulting from revenue-generating activities. Surplus/Loss (Net income) is calculated by subtracting expenses from revenue. In terms of reporting revenue in a company's financial statements, different companies consider revenue to be received, or "recognized", different ways. For example, revenue could be recognized when a deal is signed, when the money is received, when the services are provided, or at other times. There are rules specifying when revenue should be recognized in different situations for companies using different accounting methods, such as cash basis and accrual basis. In 2008, the Foundation donated 1 million dollars to the Georgia State University. This resulted in an overall loss for the year. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 43 8 - Trends in Investments The AAMGA Education Foundation invests in Collateralized Mortgage Obligations (CMOs). CMOs, a type of mortgage backed security, are bonds that represent claims to specific cash flows from large pools of home mortgages. The streams of principal and interest payments on the mortgages are distributed to the different classes of CMO interests, known as tranches, according to a complicated deal structure. Each tranche may have different principal balances, coupon rates, prepayment risks, and maturity dates (ranging from a few months to twenty years). CMOs are often highly sensitive to changes in interest rates and any resulting change in the rate at which homeowners sell their properties, refinance, or otherwise pre-pay their loans. The Mark-To-Market adjustment represents the valuation of securities at market price. This is the legal accounting requirement for most securities to be valued at their current market price rather than an earlier price or the price they were bought for. Mark to Market adjustment is recorded each month. This is the reason for the adjustment on an annual basis. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 44 9 - Trends in Total Operating Expenses as a Percentage of Revenues (Overhead Ratio) Operating Expenses represent the expenses which are considered overhead and are closely managed and controlled by the Association Management Company. These expenses are not specific to a particular event, function or committee. The Education Foundation’s overhead ratio has been 6% or less over the last five years. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 45 10 - Annual Meeting Attendee Historical Trend Annual Meeting Locations 2006 – Maui, Hawaii 2007 – Paradise Island, Bahamas 2008 – Scottsdale, Arizona 2009 – Boca Raton, Florida 2010 – Palm Desert, CA AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 46 11 - Annual Meeting Attendee Historical Trend by Member Type Annual Meeting Locations 2006 – Maui, Hawaii 2007 – Paradise Island, Bahamas 2008 – Scottsdale, Arizona 2009 – Boca Raton, Florida 2010 – Palm Desert, CA AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 47 12 - Annual Meeting Historical Trend by State Annual Meeting Locations 2006 – Maui, Hawaii 2007 – Paradise Island, Bahamas 2008 – Scottsdale, Arizona 2009 – Boca Raton, Florida 2010 – Palm Desert, CA AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 48 13 - Annual Meeting Net Revenue The Annual Meeting net revenue includes all revenue derived from the Annual Meeting including Registration Fees, Golf and Miscellaneous Meetings-Related Expenses (including expenses for Site Visits and General Meetings Supplies). • The net revenue figure of $1,066,669 for Fiscal Year 2009 was approximately 80% of total gross revenues from all meetings activities during the fiscal year. By comparison, the net revenue figure of $1,043,551 for Fiscal Year 2010 was approximately 81% of total gross revenues from all meetings activities during that fiscal year. Depending on the culture and mission of an organization, meetings activities can be either supported in full or in part by membership dues (underwritten), or they can be partially or completely self-sustaining (i.e., meetings activities, after all direct and indirect expenses for staffing and overhead expenses allocated to meetings, return a net revenue amount to support other association activities). The AAMGA strives each year to achieve the latter, and has returned net revenues to general operations for each of the past fiscal years. Even the hotel commissions (generally 10% of all room revenue) are given back to the AAMGA and added to the bottom line. AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 49 14 - Other Meetings Net Revenue AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 50 15 - Committee Expenses Paid Over Time AAMGA Board of Directors Meeting Minutes – August 19, 2010 Page 51