USCP Board Meeting Aug 8, 2015 Dallas, TX

Members Present: Adam Baldwin, Carlton Bridgeforth, Kathy Brorman, David Fremark, Bill Greving, Martin Kerschen, Bill Kubecka, Dale Murden, Verity Ulibarri, Greg Shelor, Clayton Short Members Not Present: John Dvoracek Others Present: Craig Shackelford, Tim, Florentino, Laura, Marsha, Debra, Pat Damman, Barb Kliment, Wayne Cleveland, Alvaro Cordero, Vernie Hubert, Alice Gomez Dale Murden called the meeting to order and Bill Greving gave the invocation. There was a review of the minutes of the previous meeting. Clayton Short made a motion to approve the minutes as presented with a second by Kathy Brorman. Motion carried unanimously. Tim Lust gave a brief presentation regarding the current structure between NSP and USCP. Bill Greving discussed how USCP staff is hired by NSP with input from the USCP board. Marsha added that many of the sorghum entities, including USCP and NSP, lease employees from Grain Sorghum Producers Operating Account. On a monthly basis, each entity is invoiced by NGSP for the staff salaries and benefits. Discussion continued. Florentino began to walk through the proposed Management Agreement. He discussed the need to add the language to modify the agreement each year based on approval of the budget by the board and AMS. A modification will be made each year to account for the next year’s funds. Adam added that there was a discussion regarding the length of the agreement and five years seems appropriate so that there will be current members still on the board in five years when it expires. Florentino opened a discussion regarding the service and intellectual value fee. Tim explained what is in the service and intellectual fee. Carlton added that the fee makes sense to him. Florentino opened a discussion regarding the salaries and benefits. Motion to approve the Management Agreement by Kathy second by Adam. Motion carried. Dale presented the proposed Financial Services Agreement. Adam and Verity called for executive session at 8:45 am. Reconvened at 9:22 am. Verity made a motion seconded by Krienke to approve the financial services agreement. Motion carried unanimously. There was a review of the Bylaws and the suggested revision regarding the Past Chair position. Florentino presented the suggested language. Alice added that the wordsmithing should not get in the way of the intent of the board. Adam explained how the executive committee arrived at the language that

is being presented to the board today. Craig added that the staggered terms from the original board is why we are dealing with this situation now. Florentino explained the Adviser position. Vernie added that the staff would be given the authority to make technical and confirming changes to the document for continuity. Dan made a motion with a second by Bill Greving to approve the Bylaw changes in concept and give the staff the authority to make technical and confirming changes to the document for continuity. Motion carried unanimously. Martin Kerschen presented the preliminary July 2015 financial statement. There was a discussion regarding the Referendum Reserve and the Emergency Reserve. Marsha advised that the Referendum Reserve will go away and the Emergency Reserve is mandated by AMS as a shut down fund, should that be needed. Martin explained that the 2013 Passback funds would be moved back into the Fund Balance. Bill Greving asked about how long the Passback funds are held if they are unclaimed. Florentino and Tim explained the process and the timeline for claiming those Passback funds. Martin explained the credit in the Fund Balance. Marsha explained that the 2014-15 budget was set up to spend those Fund Balance Prior Year monies and we do that by overspending in the current year and making up for it out of that fund. Martin reviewed the Income Statement. Dan asked about making a budget adjustment for the expenses in excess of the budget for the Referendum. Marsha explained that it is part of a larger budget adjustment that will be discussed tomorrow. Martin addressed the over spending in the Administrative Staff Travel. Martin reviewed the Accounts Payable backup and concluded his report. Florentino reviewed the projected 2014-2015 year end financials. Dan brought up the Referendum Reserve and Tim explained that the board has been accruing $66,000 for several years to now pay the referendum expenses. The balance in that fund is $160,000 and the actual expenses will be about $108,000. Marsha explained the budget adjustment that will be presented. Florentino reviewed the proposed budget adjustment for 2015. Dan confirmed that there would be a positive to Fund Balance Dan and Verity moved that the proposed 2014/2015 budget adjustments be approved. Motion carried unanimously. Wayne presented on behalf of the Texas Sorghum Board. Barb presented on behalf of the Nebraska Sorghum Board. Pat Damman and Clayton Short presented on behalf of the Kansas Grain Sorghum Commission. Pat and Greg Shelor presented on behalf of the Kansas Grain Sorghum Association. Craig Shackelford presented on behalf of USDA-AMS. Craig talked about the referendum, the nomination packet and diversity.

Tim reminded that the Leadership Class II will be with us in December for graduation and we will be recruiting for the next class. Alvaro presented on behalf of the US Grains Council. He talked about doing a Sorghum Crop Quality Report 2015. There was a review of the Passback Model. Florentino walked through the Passback at the various levels. A discussion was held. Bill Kubecka with a second by Kathy Brorman to approve Passback at the rate of 25%. Motion carried unanimously. There was a review of the projected income for the 2015-2016 fiscal year. Florentino walked through the worksheet and explained the steps taken to project the income and arrive at the likely income amount. Florentino’s recommendation is to budget based on an $11M income figure. There was a discussion regarding the projected income for 2015-2016 and how it could be as high as $15M so the $11M estimate is a conservative figure. There was a review of the proposed Budget for the 2015-2016 fiscal year. Florentino walked through the proposed budget and the comparison to last year’s budget numbers. Florentino explained the increase in ICE Specific as being Leadership and Mobile Website development. A discussion was held. David Fremark made a motion to approve the 2015-2016 budget as proposed with a second by Kathy Brorman. Clayton talked about the travel expenses. The travel is related to programming and if the budget goes down and the programming goes down, the travel budget would go down. There was discussion regarding travel. Motion carried unanimously. Dale appointed Bill Kubecka, Greg Shelor and John Dvoracek to the nominating committee. Adam made a motion that the nominating committee present names to Florentino 45 days prior to the December board meeting with a second by Carlton. Motion carried unanimously. Tim advised that there is a position available to become the trade policy guru as Dale Artho indicated that he will not serve in that capacity indefinitely. Meeting adjourned.

Friday, August 7, 2015 Dale Murden called the meeting to order. There was a review of the information for reapportionment. Florentino walked through the process that will take place in order to submit that to USDA for approval. Florentino advised that he believes that the 3rd place seat will change.

As requested by the Board, Florentino talked about the Kansas State project that is in the works. Florentino described the steps that have been taken to carry out the desires of the board as it relates to a program and a person at K-State. Florentino believes that the program has been fully vetted and that in doing so, we have had strong indications that the other entities are supportive. A discussion occurred. Dan made a motion to move forward with a second by Bill Greving. Dan and Bill Greving withdrew their motion. Adam moved to tentatively approve a joint project with KSU and the Kansas Commission and others to establish a KSU-lead Steering Committee at KSU, to be brought back to the board for final approval, at a funding level of $2M, allocated $200K per year for 10 years with a second by Dan. Discussion continued. Motion carried unanimously. The full proposals that were received were handed out to the full board. Clayton and Verity called for an executive session. The Board returned from executive session with no further business, the Meeting adjourned.