MINUTES OF THE VLCT PROPERTY AND CASUALTY INTERMUNICIPAL FUND, INC.
BOARD OF DIRECTORS SPECIAL MEETING
WEDNESDAY, AUGUST 10, 2022
Directors Present: Carl Rogers, Jackie Higgins, Dave Atherton, Jared Cadwell, Rob Gaiotti, Stuart Hurd, Patrick Moreland, Bryan Young, Bruce Urie, Erik Wells and Judy Frazier
Staff Present: Joe Damiata, Fred Satink, Phil Woodward and Kelley Avery
President Rogers called the meeting to order at 10:32 a.m.
Joe Damiata requested a change to the agenda to add an item to discuss a slight modification to the PACIF bylaws. The board agreed to the agenda change.
Upon motion (Atherton/Higgins) duly adopted, the board voted unanimously to approve the agenda as amended.
Upon motion (Higgins/Hurd) duly adopted, the board voted unanimously to approve the minutes of the June 3, 2022 meeting.
Joe Damiata introduced VLCT’s intern, Jack Thrasher.
Mr. Damiata provided a brief organizational update to the board, and a detailed memo was also included in the board packet. Mr. Damiata called attention to the following items in particular:
- While the 2023 VLCT budget is in the preliminary stages. it is likely that administrative costs will increase significantly for 2023.
- Initial estimates for 2023 reinsurance costs are up significantly, which will also have an impact on the 2023 PACIF budget. Actual costs will continue to evolve over the next month.
- VLCT staff received three proposals for a new Risk Management Information System, all of which are under review.
Mr. Damiata provided a brief summary of his email sent on July 19, regarding a potential change in board governance. For several reasons, as detailed in the memo, there is a desire to have shared board oversight between VERB and PACIF rather than merging the two trusts. Due to resignations and retirements occurring on both boards at year-end, staff feels it would be to the mutual benefit of both boards for the remaining VERB Board members to also serve on the PACIF Board and for two members of the PACIF board to also serve on the VERB Board. VERB Board President, Bill Shepeluk and Joe Damiata have spoken with the current VERB Trust board members, and they are all agreeable to this arrangement. This change will also slightly reduce costs by allowing for the consolidation of board meetings for both trusts starting in 2023. The PACIF Board members indicated that they were in general agreement with the proposed governance change, while also indicating a preference to keep the Trusts separate.
Mr. Damiata noted that with the board’s consent to this change, a slight modification will be required in the PACIF bylaws under Article 4.1 to allow for no more than 5 directors to serve on any of the affiliated trusts since VERB is a five-member board. A copy of the proposed bylaw revision was included in the board packet.
Upon motion (Hurd/Atherton), duly adopted, the board voted unanimously to accept the proposed PACIF Bylaws changes as presented.
Mr. Damiata noted the bylaws will need to be presented to the membership at the Annual Meeting in October for final approval from the membership.
There was no other business.
Upon motion (Hurd/Cadwell), duly adopted, the board voted unanimously to adjourn the meeting (11:02 a.m.).