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Pride 4-04-06 Mtg. Min

Pride 4-04-06 Mtg. Min

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Published by Robert Sloan
Meeting minutes of Prison Rehabilitative Industries and Diversified Enterprises - PRIDE of Florida
Meeting minutes of Prison Rehabilitative Industries and Diversified Enterprises - PRIDE of Florida

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Published by: Robert Sloan on Dec 29, 2010
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PRIDE Enterprises Board Meeting Minutes April 27, 2006Draft not approved by BoardPage 1 of 5
MINUTES OF THE MEETINGOF THEPRIDE ENTERPRISES BOARD OF DIRECTORSApril 27, 2006PRIDE Enterprises Corporate Office, St. PetersburgA meeting of the PRIDE Enterprises Board of Directors was held on Thursday, April 27,2006. Acting Chairman Bill Dresser called the meeting to order at 8:09 a.m.Board Members present were:William (Bill) DresserWalter (Mike) HillRick HanasJim ReevesLawrence HamiltonTomas JimenezEddie JonesRavindra (Rave’) Mehta (via phone)Board Members absent were:Gloria FletcherRebecca SmithSecretary James McDonoughCarlos GarceranPRIDE Staff members present were:Jack Edgemon, PresidentPeter Radanovich, CFODee Kiminki, Assistant Board SecretaryJohn Goltz, Operations SpecialistBob Wignall, Manager, HR & TrainingOthers in attendance were:Barry Brown, President, Effective Resources, Inc.Rosa Carson, Legal Counsel, Florida Department of CorrectionsRick Caton, Gregory, Sharer & Stuart (via phone)Betty Butchko, former PRIDE Board MemberRobert Sloan, member of general publicSummary:
Meeting Minutes from January 19, 2006 were approved.
The SunTrust Bank Proposal was approved to increase the line of credit andreduce interest rates.
A Capital Budget increase request for the purchase of semi tractors wasapproved.
 
PRIDE Enterprises Board Meeting Minutes April 27, 2006Draft not approved by BoardPage 2 of 5
The Wage and Salary Survey was reviewed and recommended adjustmentswere approved.
The Team Based Incentive Program was approved.
Executive bonuses for 2005 were approved.
Amendments to the Articles of Incorporation were approved.
Bylaw changes were approved and will be adopted at the July Board meeting.
Officer elections were held to confirm William Dresser as Chairman, Jim Reevesas Vice Chairman, Mike Hill as Treasurer, and Rebecca Smith as Secretary; allwill serve until the annual meeting in July 2007.
The Chairman of the Board will appoint Committee Chairs with the exception ofthe Finance Committee Chair, who will be the Treasurer.
It was approved that Rick Hanas will serve as a member-at-large on theExecutive Committee.
An increase in the Board Honorarium was approved.Notes:Bill Dresser made opening remarks, welcoming new Board members Tomas Jimenezand Eddie Jones.Mike Hill motioned for approval of the Meeting Minutes from January 19, 2006. Themotion was seconded with all in favor.Finance Committee Chairman, Mike Hill, delivered the finance report. Mr. Hillcommended the staff for meeting company goals. He then reviewed the financialhighlights, which showed favorable variances in all areas. There was additionaldiscussion regarding specific issues, such as the impact of hurricanes and the PIEprogram.Mike Hill addressed the SunTrust Bank Proposal which would increase the line of creditto $5 million and decrease the interest rate one half point. There was discussionregarding items currently being financed with SunTrust. The Capital Expenditureincrease request was also brought to the table. This request is to purchase five semitractors rather than incurring the additional expense to lease them. Jim Reevesmotioned for approval of both the Bank Proposal and the Capital Expenditure increase.The motion was seconded with all in favor.Bob Wignall, Manager HR and Training, and Barry Brown, President, EffectiveResources, Inc., joined the meeting at 8:45 a.m.
 
PRIDE Enterprises Board Meeting Minutes April 27, 2006Draft not approved by BoardPage 3 of 5
Lawrence Hamilton, Chairman of the HR Committee provided a report on the Wage andSalary Survey. The Committee approved the recommendations on Page 27a - 3a, i, ii,and iii which state:i) Increase supervisor salaries so that the minimum of the range is $30,200,which is the starting salary for a certified corrections officer.ii) Increase truck driver salaries from current range of $11.50--$12.50 to newrange of $13.50--$14.50.iii) Increase all other employee salaries to reference market minimum; excludefour executives (President, two Vice Presidents, and CFO); and do notexceed $229,000.Mr. Hamilton asked for approval, the motion was seconded with all in favor.Mr. Hamilton continued by addressing the Team Based Incentive Program on page 27b.This program would effectively change from a bonus plan to an incentive plan for allemployees, except those on commission or part time. The HR Committee had agreedwith the plan and Mr. Hamilton motioned for acceptance. Jim Reeves added that theFinance Committee asked for the deletion of the wording to “provide the Board with theability to assign company goals and objectives designate target incentive percentagesand authorize payment of incentive amounts.” The amended motion was seconded withall in favor.Rave Mehta joined via conf call at 8:51 a.m.; Bob Wignall and Barry Brown left themeeting.Dee Kiminki, Director of Purchasing, provided an update on the Code of Ethics. Sheworked with Mary Hinkle, Director of Internal Audit and Tom Gregory of Gregory, Sharerand Stuart, to compose the 5 part document. Once complete, every employee andBoard member will be asked to sign. An ethics committee will be formed, chaired by anethics officer with a structure for people to report violations. Mike Hill noted that theBoard would provide direction and guidance, not necessarily oversight. All generallyagreed that this was moving in the right direction and a final version of the policy will bebrought before the Board in July.Rick Caton of audit firm Gregory, Sharer and Stuart joined via conference call at 9:00a.m.Rick Caton provided a brief overview of the 2005 Audited Financial Statements whichgarnered an unqualified “clean” opinion. The Audit Committee had previously approvedthe audit.Mr. Caton left the meeting 9:20 a.m.Tomas Jimenez inquired about the Sunshine Law. It was discussed that PRIDE had notbeen subject to this law until former Secretary Crosby brought this before the AttorneyGeneral’s office. Discussion continued with the understanding that this law makes itdifficult for PRIDE to conduct business because of the limitations on communicationbetween Board Members and confidentiality of business discussions. Legal counsel iscompiling information and opinions regarding this issue; the subject was tabled.Jim Reeves motioned for approval of the 2005 executive bonuses. The motion wasseconded with all in favor.

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