Minutes of the Meeting of the PRIDE Enterprises Board of Directors July 30, 2009

A meeting of the PRIDE Enterprises Board of Directors was held on Thursday, July 30, 2009 at the corporate office in St. Petersburg. Board Members present were: Jim Reeves Mike Hill Tomas Jimenez Rick Hanas Dick Kravitz Rochelle Matza Radha Mehta Secretary Walt McNeil Bill Dresser (via phone) John Medina (via phone) Board Members absent were: Vicki Lopez Lukis Others in attendance were: Rick Davison, Deputy Secretary, Florida Department of Corrections Robert Sloan, General Public Rebecca Smith, General Public PRIDE Staff members present were: Jack Edgemon, President Pete Radanovich, CFO Dee Kiminki, Assistant Secretary to the Board Carol Tortarelli, Director, Mission Programs Rod Horne, General Manager Bill Volmuth, Senior Consultant New Business John Goltz, Purchasing Agent (Recording Secretary) Summary: • The minutes from the April 30, 2009 Board meeting were approved. • The 2009 2nd Quarter Financial Statements were approved. • The 401k Retirement Plan Audit was approved. • Wilbur Brewton was appointed as General Counsel to PRIDE Enterprises. • It was approved to promote Dee Kiminki to the position of Chief Administrative Officer. • It was approved to change the calculation methodology for PRIDE’s voluntary 15% victim restitution contribution. • The PITF Resolution was approved. • It was approved to accept the Governance Committee meeting minutes of June 11, 2009 including the recommendation to re-elect the existing slate of officers. • Tomas Jimenez was approved as Member-at-Large of the Board Executive Committee.

PRIDE Enterprises Board of Directors Meeting Minutes July 30, 2009

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The President’s Report on operational updates was presented.

Notes: The meeting was called to order at 9:10 a.m. All reference materials had been sent to Board members in advance of the meeting. A motion was made, duly seconded and unanimously approved to accept the minutes from the April 30, 2009 Board Meeting. Mike Hill, Treasurer and Finance Committee Chairman, provided a Finance Committee Report covering a review of the mid-year 2009 financial statements. Sales were slightly above budget at $40.5 million with net income at almost $4.2 million, which was well above the budget of $2.1 million. All Key Financial Ratios were reported as favorable, however, it was anticipated that total revenue by year-end would be under budget. As a result of favorable financial performance, and to mitigate future expenses, the SunTrust loan, acquired to pay off and terminate the Defined Benefit Plan, was paid in full resulting in a savings of approximately $146,000 in interest over 3 years. A motion was made, duly seconded and unanimously approved to accept the financial statements as presented. The 401k Retirement Plan Audit was reviewed and it was noted that the statements were “presented fairly.” A motion was made, duly seconded and unanimously approved to accept the 401k Retirement Plan Audit as presented. It was announced that PRIDE’s General Counsel, Ron LaFace of Greenberg Traurig P.A., had resigned and it was recommended that Wilbur Brewton of Brewton Plante P.A. be appointed as a replacement. A motion was made, duly seconded and unanimously approved to appoint Wilbur Brewton as General Counsel for PRIDE Enterprises. Mr. Brewton was briefly contacted via phone and offered congratulations on his acceptance of this appointment. Mike Hill discussed the request to promote the Director of Purchasing, Dee Kiminki, to the newly created position of Chief Administrative Officer, which will be part of the executive team. It was noted that this title change will to be more inclusive of Ms. Kiminki’s current duties and will include the addition of public, media and government liaison. A motion was made and duly seconded. In discussion, Mike Hill suggested to management that they consider a pay increase reflective of the additional duties. A vote unanimously approved the promotion of Dee Kiminki to the position of Chief Administrative Officer. There was a discussion regarding the calculation of victim restitution. Jack Edgemon explained that this is a 15% voluntary donation from PRIDE to the Court Ordered Payment System (COPS) on behalf of the inmate workers who have court ordered victim restitution obligations. The 15% is a PRIDE donation and is not deducted from inmate traditional wages. In order that contributions be more accurate and equitable, as well as the recognition of annual savings, it was requested that this calculation methodology be changed so that the 15% accrual is generated from traditional wages of inmates who have court ordered victim restitution only, rather than an aggregate of all inmate wages. A motion was made and duly seconded to approve the change in the computation of victim restitution. There was general discussion of the computation process. Specifically, there was discussion concerning the accumulation of undistributed funds in COPS, which is administered by the Department of Corrections. Secretary McNeil explained the department’s efforts to be more effective in the management and distribution of COPS funds, which belong to the victims. Visitor Robert Sloan was allowed to speak; he commented that some inmates have victim restitution determined by the courts after release from prison and hoped that this could be addressed in some way. A vote unanimously approved the change in computation of the voluntary 15% victim restitution contribution.

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A motion was made, duly seconded and unanimously agreed to approve the PITF Resolution as presented (a copy of same is attached hereto and made a part hereof). Mike Hill expressed, on behalf of the Board, appreciation of Secretary McNeil’s efforts in support of PRIDE and that the Board would like to share this sentiment with potential gubernatorial candidates. Secretary McNeil indicated that he was flattered, but felt that his tenure in the position was a matter of compatibility and common vision with the incoming administration. He thanked the Board but suggested that he should get with each candidate to determine mutual compatibility and vision. Bill Dresser provided a Governance Committee report, a summary of which was provided in the meeting minutes from June 11, 2009. Three primary points included: support of Board members awaiting Senate confirmation, support of Board members up for re-appointment, and a slate of officers for re-election (Jim Reeves, Chairman; Rick Hanas, Vice Chairman; Mike Hill, Treasurer; Bill Dresser, Secretary). A motion was made, duly seconded and unanimously approved to accept all three points as presented in the Governance Committee meeting minutes of June 11, 2009. In regard to the Member-at-Large, a motion was made, duly seconded and unanimously agreed to re-elect Tomas Jimenez as Member-at-Large. It was agreed that if any of the elected members on the Executive Committee are not re-appointed upon term expiration, then the Executive Committee would meet to determine a course of action. Jim Reeves noted that the Governor’s Deputy Chief of Staff, Lori Rowe, is taking a temporary leave of absence and requested a meeting with the interim replacement, David Foy. There was a break between 10:20 a.m. and 10:36 a.m. Jim Reeves introduced Rod Horne, PRIDE’s General Manager of AG, Services and General Manufacturing, and presented him with a 15 year service award. Jack Edgemon added his gratitude for the service and commitment of Mr. Horne. Jack Edgemon presented the President’s Report as outlined in the reference materials. Carol Tortarelli provided an update on Mission Programs. In regards to Government Affairs, Board members were asked to contact their legislative representatives and appropriate committees to garner support of Board member confirmations, Board member reappointments and general support of the PRIDE program. A handout of Legislative Talking Points was provided. The exoffender recognition dinner scheduled for November 17th was discussed. There was a break between 11:23 a.m. and 12:12 p.m. Mr. Edgemon continued his report and advised the Board that there had been a routine inquiry from OPPAGA and he was expecting a report which would be sent to Board members. He reviewed organizational changes in personnel and various PRIDE industries. Bill Volmuth, Senior Consultant for New Business was introduced to the Board and presented PRIDE’s plan to develop alternative energy businesses beginning with solar electric power. There being no further business, the meeting was adjourned at 1:00 p.m. ____________________________ James J. Reeves, Chairman of the Board

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