UICI Minutes Past & Present
BOD Minutes - April 2nd -9th, 1996
January 12th - 23rd, 1996 - Orangeburg Chapter of Million Man March
OCMM Minutes - February 3rd - 27th, 1996
BOD Minutes - March 2nd - 5th 1996
BOD Minutes - March 12th -16th, 1996
BOD Minutes - March 19, 1996
BOD Minutes - March 27, 1996
BOD Minutes - April 2nd -9th 1996
BOD Minutes - April 16th - 27th 1996
Shareholders' August 7, 1996 - First: Letter Of Notice
August 13, 1996 - Shareholders' Second: Letter To Members Of The Board
August 17, 1996 - Shareholders' Original Waiver of Notice
August 21, 1996 - Shareholders' List of Allegations
August 31, 2015 - Board of Directors Meeting
September 14, 2015 - Standing Committee
September 21, - October 27, 2015 - Standing Committee
November 21, - December 18, 2015 - Standing Committee Minutes
Excerpts From The Book New Age Thinking, Capitalism And Corporations (nac)
The History of UICI
UICI Invitation Only
UICI Compliance, Operation & Governance
UICI Agendas And Resolutions
UICI Education And Training
New Age Thinking, New Age Capitalism & New Age Corporations
UICI Owner
ACDNAC - The Association

 
UNITY INTERNATIONAL, INC.
SIXTH MEETING AFTER INCORPORATION

bw54.jpeg

The Opportunity African American Women Deserve
New Age Capitalism & New Age Corporations
Lead The Way To The Future
 

Date: April 2, 1996
 
Place: Conference Room - Unity International, Inc.
             198 Russell Street
             Orangeburg, SC 29115
 
Time: 6:30 p.m.
 
The following minutes were taken from notes of the sixth meeting that was held after filing the incorporation papers for Unity International, Inc. The meeting was held on the date, at the place, and convened at the time stated above. Present were:
Evangelist Dorothy P. Snider,
William H. Wilson,
George M. Sistrunk,
Carl X. Wright,
Carolyn O. Stroman,
Nakeesha Davis,
Rev. Dr. Clarence W. Joyner, Jr.
 
The meeting was called to order at 6:30 p.m., by the Rev. Dr. Clarence W. Joyner, Jr. Absent were: Dr. Jesse Kinard, Willie B. Owens, Attorney Virgin Johnson and Lillian L. Green. After the invocation, Dr. Joyner proceeded to the reading of the meeting's agenda. The agenda was as follows:
1. Invocation
2. Minutes
3. Old business

a)  Modify these following articles of incorporation to fit Unity's specific needs: Article 33-8-110 - SC Code of Laws, Article 33-8-111 - SC Code of Laws, Article 33-8-300 -SC Code of Laws, Article 33-8-310 - SC Code of Laws, Article 33-8-320 - SC Code of Laws, Article 33-8-430 - SC Code of Laws, Article 33-8-510 - SC Code of Laws, Article 33-8-520 - SC Code of Laws, Article 33-8-550 - SC Code of Laws, Article 33-8-560 - SC Code of Laws.

 b) Revise Bylaws
4. New business
a) Accept two new board members
 
b) Give Assignments
5. Benediction
6. Adjournment
 
The next order of business was the reading of the minutes of the previous meeting. After the minutes were read, it was moved, seconded, and unanimously carried that minutes be accepted as read and entered into the records. After the approval and acceptance of the minutes, Dr. Joyner proceeded to reviewing state laws relative to Unity's organization, procedures and policies under Title 33. The first set of states laws were those dealing with name, shares, location, incorporators, initial directors, and purpose, even though they were not included on the agenda. Pursuant to Section 33-2-102 and 3-4-101, the name of the corporation shall be Unity International, Inc. Pursuant to Section 33-6-101, the number of authorized shares is one hundred thousand (100,000), with a par/face value of five hundred dollars ($500.00).
Pursuant to Section 33-2-102, the location of the registered office is 198 Russell Street, Orangeburg, SC 29115. The post office box number is POB 217, Orangeburg, SC 29116. The legal advisor for the corporation is attorney Virgin Johnson, whose office is located at 169 Church Street, Orangeburg, SC 29115.Pursuant to Section 33-2-102, the initial directors are:
Dr. Jesse Kinard,
Evangelist Dorothy P. Snider,
Carl X. Wright,
Rev. Dr. Clarence W. Joyner, Jr.
 
Pursuant to Section 33-3-101, the principal business of the corporation is sales, consumer benefit services, marketing, franchise acquisition and any lawful business, purpose or activity that the corporation deems neccessary, profitable and desirable for the benefit of the corporation, its shareholders and/or general partners.
After noting basic compliance to the 1988 Business Corporation Act, Dr. Joyner proceeded to more complex compliance issues that were outlined in the agenda and needed more discussion. After discussion, it was moved, seconded, and unanimously carried that the corporation comply as follows:
Pursuant to Section 33-8-102, any new board member must have total commitment to the mission, goals, and objectives of Unity International, Inc., along with other qualifications that shall be determined by the Chief Executive Officer with board consultation.
Pursuant to Section 33-8-108, only 2/3 of the Board of Directors can be replaced at any shareholders meeting. Pursuant to Section 33-8-110, if a vacancy occurs on the board replacement shall be in accordance with Article XXXVIII of the Articles of Incorporation of Unity International, Inc.,(hereafter called UII). Pursuant to Section 33-8-111, compensation for directors shall be in accordance with Article XXXIX of the Articles of Incorporation. Pursuant to Section 33-8-300, a director shall discharge his/her duty as a member of a committee in good faith and with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interest of UII and its shareholders.
In discharging his/her duties, a director is entitled to rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
a) One or more officers or employees of UII whom the director reasonably believes to be reliable and competent in the matters presented.
 
b) Legal counsel, public accountants, or other persons the director reasonably believes to competent and reliable.
 
c) A committee of the Board of Directors of which he/she is not a member and merits the confidence of the director. A director is not acting in good faith if he/she has knowledge concerning the matter in question and does not act accordingly to inform the board if such matters are detrimental to the material assets of the corporation, its reputation and/or community standing.
 
d) A director is not liable for any action taken as a director, or any failure to take any action, if he/she performs the duties of his/her office in compliance with these standards and pursuant to 33-8-300 of the SC Code of Laws. An action against a director for failure to perform the duties imposed by Section 33-8-300 must be commenced within three (3) years after the cause of action has accrued, or within two (2) years after the time when the cause of action is discovered, or should have reasonably been discovered, whichever occurs first. This limitation period does not apply to breaches of duty which have been concealed fraudulently.
A discussion of Sections 33-8-310, 33-8-320, and 33-8-420,shall be postponed until a later date. Pursuant to Section 33-8-430,a director and/or officer of UII shall resign by delivering a written notice to UII, if he/she feels he/she cannot faithfully discharge his/her duties to UII. Any indemnification of UII directors, officers, staff and/or other personnel shall be pursuant to Sections 33-8-510, 33-8-520,33-8-550, and $33-8-560 of the SC Code of Laws. UII shall not lend money directly and/or indirectly or guarantee the obligations of a director, unless the particular loan or guarantee is approved by a majority vote of the board or the loan guarantee benefits.
After compliance was completed, Dr. Joyner led the discussion of a salary increase for the Chief Financial Officer. Carolyn Stroman moved that the salary of the CFO be raised to eighty thousand dollars ($80,000.00) annually. The motion was seconded by Evangelist Snider, and unanimously carried. Mrs. Stroman also moved that all non titled board members receive $65,000.00 annually. The motion was seconded by Carl X. Wright, and unanimously carried.
After voting on the salary increases, Dr. Joyner steered the discussion toward the bylaws. After reviewing the bylaws and amendments prepared by George M. Sistrunk, Carl X. Wright moved that the bylaws; as well as, the amendments be approved. The motioned was seconded by Mrs. Stroman and unanimously carried.
The next item on the agenda was the acceptance of two (2) new board members. Since both prospective board members, Willie B. Owens and Lillian L. Green, could not attend the meeting due to prior commitments, this action was postponed until a later date. Dr. Joyner also postponed handing out assignments until a later date. Dr. Joyner informed the group that the next meeting would be a discussion of general business to ascertain the operating budget for the office. He asked each member to be present and on time. Being that there was no further business to discuss, Dr. Joyner asked the group to stand for the benediction and it was given by Nakeesha Davis. Before the meeting was adjourned, let the minutes reflect that the outline of activity presented to the group on February 27, 1996 was completed with the following exceptions:

a) Business license for 198 Russell Street.

b) Register the corporate trade name, trademark and logo with the Secretary of State.

c) Copyright all UII literature and non public documents.

d) Lease/buy a Hewlett Packard Laser Jet I, II, III, or IV.

e) Obtain forms to register UII's trade name, trade mark, and logo.

It was then moved, seconded and unanimously carried that the meeting be adjourned at 10 p.m. The next meeting is scheduled for April 9, 1996, in the conference room at 198 Russell Street, at 6:30 p.m.

Notation for the record: The above minutes were taken from the meeting notes of Nakeesa Davis - Recording Secretary.
Respectfully Submitted, 
 
George M. Sistrunk
 
Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.
colorfulstonestripe.gif

UNITY INTERNATIONAL, INC.
SPECIAL MEETING AFTER INCORPORATION

trui10.jpeg

Date:  April 3, 1996
 
Place: Conference Room - Unity International, Inc.
            198 Russell Street
            Orangeburg, SC 29115
 
Time:  8:00 p.m.
 
The following minutes were taken from notes of a special meeting that was held after filing the incorporation papers for Unity International, Inc. The meeting was held on the date, at the place, and convened at the time stated above. Present were:
Evangelist Dorothy P. Snider,
Carolyn O. Stroman,
George M. Sistrunk,
William H. Wilson,
Rev. Dr. Clarence W. Joyner, Jr.,
Carl X. Wright
 
The meeting was called to order by Rev. Dr. Clarence W. Joyner, Jr., at 8:00 p.m. Absent were: Willie B. Owens and Lillian L. Green (Were not asked to come until after their interviews) After the invocation, Dr. Joyner proceeded to the reading of the meeting's agenda. The agenda was as follows:
1. Invocation
2. Minutes
3. Old business

A. Discussion and reading of: Article 33-8-310 - SC Code of Laws Article 33-8-320 - SC Code of Laws Article 33-8-420 - SC Code of Laws.

B. Meeting with Val-U-Corp representative David Carlson.
4. New business Itinerary of future activities
5. Benediction
6. Adjournment 
 
The next order of business was the reading of the minutes of the previous meeting. After the minutes were read, it was moved, seconded, and unanimously carried that minutes be accepted as read and entered into the records. After the approval and acceptance of the minutes, Dr. Joyner proceeded to the reading and discussion of 33-8-310, 33-8-320 and 33-8-420.
The group decided that it would be difficult at this point to determine what would constitute a conflict of interest, other than what has already been written in the bylaws and will be included in the articles of incorporation. Future conflicts of interest that could possibly fall within the legal constraints of Section 33-8-310, would have to be determined by the board, and only as it relates to the best interest of the corporation, the shareholders, the general partners and/or Unity's long term financial and/or business interest.
As far as Section 33-8-320 was concerned, it was decided by the group that the corporation would not lend directors money, since lending directors and/or officers money could be misconstrued as hidden dividends. It was moved, seconded, and unanimously carried that the practice would be avoided.
Dr. Joyner decided that standards of conduct independent of the bylaws would have to be considered and written in the form of corporate policy. Corporate policy positions and decisions based upon corporate policy would have to be written. As far as 33-8-420 was concerned, it basically gave Unity the legal authority to establish standards of conduct for corporate officers.
Dr. Joyner decided a more formal approach to establishing conduct standards, relative to policy matters could best be determined from experts in the field. He recommended the reading of BBP's Company Policy Manual, Volume I, and the Corporate Director's Guidebook. He directed William Wilson to find the Guidebook and purchase it.
The next item of old business was the meeting with David Carlson of Val-u-Corp at their office in Richmond, Virginia. George Sistrunk informed the group that the meeting had been set for Monday, April 8th at 1:00 p.m. He also added that Executive Buying Corp. was in the process of closing the Richmond office and moving operations back to Illinois.
Dr. Joyner wasn't sure whether or not to leave early in the morning the day of the meeting, or leave the night before. The matter would be decided at a later date. The only new business on the agenda was the itinerary of future activities to be accomplished by the corporation. Let the minutes reflect the following future activities that must be completed:
  1. Write a developer's agreement
  2. Write a confidentiality agreement
  3. Buy and put up mailboxes for the corporation
  4. Write independent contactor's agreement
  5. Start writing the articles of incorporation
  6. Write authorized general partner application/data sheet
  7. Write authorized general partner agreement
  8. Start writing policy manual
  9. Design Unity Services Association letterhead
10. Write USA sales aids and commission schedules
 
After the itinerary was completed there was no further business to discuss, Dr. Joyner asked the group to stand for the benediction. Let the minutes reflect regular meetings of the board shall be every Tuesday night at 7:00 p.m. until the corporation is financially stable. Carl X. Wright gave the benediction and the meeting was adjourned until April 4, 1996, at 8:30 p.m., in the conference room.

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.
Respectfully Submitted, 
 
George M. Sistrunk
 
Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.
colorfulstonestripe.gif

UNITY INTERNATIONAL, INC.
SPECIAL MEETING AFTER INCORPORATION

bw66.jpeg

Date: April 4, 1996
 
Place: Conference Room - Unity International, Inc.
            198 Russell Street
            Orangeburg, SC 29115 
 
Time: 8:30 p.m.
 
The following minutes were taken from notes of a special meeting that was held after filing the incorporation papers for Unity International, Inc. The meeting was held on the date, at the place, and convened at the time stated above. Present were:
Evangelist Dorothy P. Snider,
Carolyn O. Stroman,
George M. Sistrunk,
William H. Wilson,
Rev. Dr. Clarence W. Joyner, Jr.,
Carl X. Wright,
Willie B. Owens
 
The meeting was called to order by Rev. Dr. Clarence W. Joyner, Jr., at 8:30 p.m. Absent were: Nakeesha Davis - Executive secretary to the board. Lillian L. Green - (Was not asked to come until after her final interview.) After the invocation, Dr. Joyner proceeded to the reading of the meeting's agenda. The agenda was as follows:
1. Invocation
2. Minutes
3. Old business
Interview and vote on Willie B. Owens as new board member.
4. Benediction
5. Adjournment
 
The next order of business was the reading of the minutes ofthe previous meeting. After the minutes were read, it was moved, seconded, and unanimously carried that minutes be accepted as read and entered into the records. After the approval and acceptance of the minutes, Dr. Joyner proceeded to the only business item on the agenda which was the board interview of Willie B. Owens.
After a lengthy question and answer session, William Wilson moved that Willie B. Owens be accepted as a member of the Board of Directors. It was seconded by Carolyn Stroman, and unanimously carried that Mr. Owens be the next board member.
Being there was no further business to discuss, Dr. Joyner asked the group to stand for the benediction. Carl X. Wright gave the benediction and the meeting was adjourned until April 6, 1996, at 10:30 a.m., in the conference room.

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.
Respectfully Submitted, 
 
George M. Sistrunk
 
Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.
colorfulstonestripe.gif

UNITY INTERNATIONAL, INC.
SPECIAL MEETING AFTER INCORPORATION

bw23.jpeg

Date: April 6, 1996
 
Place: Conference Room - Unity International, Inc.
             198 Russell Street
             Orangeburg, SC 29115
 
Time: 10:30 a.m.
 
The following minutes were taken from notes of a special meeting that was held after filing the incorporation papers for Unity International, Inc. The meeting was held on the date, at the place, and convened at the time stated above. Present were:
Evangelist Dorothy P. Snider,
Carolyn O. Stroman,
George M. Sistrunk,
William H. Wilson,
Rev. Dr. Clarence W. Joyner, Jr.,
Carl X. Wright,
Willie B. Owens,
Lillian L. Green,
 
The meeting was called to order by Rev. Dr. Clarence W. Joyner, Jr., at 10:30 a.m. Absent was Nakeesha Davis - Secretary to the board. After the invocation, Dr. Joyner proceeded to the reading of the meeting's agenda. The agenda was as follows:
1. Invocation
2. Minutes
3. Old business
A. Interview and vote on Lillian L. Green as new board member.
B. Finalize plans for Richmond meeting.
C. Update on itinerary items from April 3, 1996.
4. Benediction
5. Adjournment
 
The next order of business was the reading of the minutes of the previous meeting. After the minutes were read, it was moved, seconded, and unanimously carried that minutes be accepted as read and entered into the records. After the approval and acceptance of the minutes, Dr. Joyner proceeded to the only business item on the agenda which was the final interview of Lillian L. Green. After a lengthy question and answer session, Evangelist Snider moved that Lillian L. Green be accepted as a member of the Board of Directors. It was seconded by Carolyn Stroman, and unanimously carried that Mrs. Green be the next board member.
The next item on the agenda was finalizing plans for the meeting in Richmond, Virginia. George Sistrunk gave each member of the group a memo stating the date and time of the meeting; as well as the directions. Dr. Joyner decided that they would leave Sunday afternoon, stay overnight in a motel and attend the meeting the following day. Carolyn Stroman said her husband would drive and she would try to get them reservations at a motel close to Val-u-Corp office.
All the plans for the trip would be finalize by that afternoon. The next item on the agenda was the update of the itinerary items of April 3rd. George Sistrunk informed the group that he had completed the developer's agreement, the confidentiality agreement, and the mailboxes purchased by Dr. Joyner were up. Incomplete items were:
1. Write independent contactor's agreement
2. Start writing the articles of incorporation
3. Write authorized general partner application/data sheet
4. Write authorized general partner agreement
5. Start writing policy manual
6. Design Unity Services Association letterhead
7. Write USA sales aids and commission schedules
 
After George's update there was no further business to discuss. Therefore, Dr. Joyner asked the group to stand for the benediction. Carl X. Wright gave the benediction and the meeting was adjourned until April 9, 1996, at 6:30 p.m., in the conference room.

Notation for the record: The above minutes were taken from the meeting notes of Carolyn Stroman.
Respectfully Submitted, 
 
George M. Sistrunk
 
Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration.
colorfulstonestripe.gif
 
SEVENTH
MEETING AFTER INCORPORATION

bw87.jpeg

Date:  April 9, 1996
 
Place:  Conference Room - Unity International, Inc.
            198 Russell Street
            Orangeburg, South Carolina 29115
 
Time: 6:30 p.m.
 
The following minutes were taken from the notes of a special meeting that was held after filing the incorporation papers for Unity International, Inc..  The meeting was held on the date, at the place, and convened at the time stated above. Present were: {Click here for Robert's Rules Of Order}{Click here for the importance of the minutes}
  1. Evangelist Dorothy P. Snider
  2. George M. Sistrunk
  3. Rev. Dr. Clarence W. Joyner
  4. Willie B. Owens
  5. Carolyn O. Stroman
  6. William H. Wilson
  7. Carl X. Wright
  8. Lillian L. Green 
The meeting was called to order by Rev. Dr. Clarence Joyner, Jr., at 6:30 p.m..  Absent was:
  1. Nakeesa Davis - secretary to the board 
After the invocation, Dr. Joyner proceeded to the reading of the meeting agenda.  The agenda was as follows:

            1.   Invocation

            2.   Minutes

            3.   Old Business

         Contract from CBS, inc.,

         Corporate papers from Kitco,

        Change letterhead and other literature to new logo design,

        Set date to hold first official organizing meeting of the corporation,

            4.   Benediction

            5.   Adjournment 
The next order of business was the reading of the minutes of the previous meeting. After the minutes were read, it was moved, seconded, and unanimously carried that the minutes be accepted as read and entered into the records.
After the approval and acceptance of the minutes, Dr. Joyner proceeded to the first item on the agenda which was the CBS, inc., contract.
George Sistrunk informed the group that he talked to David Carlson by phone, and Mr. Carlson assured him the new CBS, Inc., contract would be FedEx by Wednesday, the 10th of April. Since the next item on the agenda was the Kitco documents, George continued.  He informed the group that Kitco had sent the corporate seal, stocks, a set of bylaws, waivers and organizational formats the group could use to complete the incorporation process.
He told the group they could hold the official organizing meeting of incorporators and officially elect the board of directors for the public record.  He also told the group all the minutes of the previous meetings could not become official corporate documents once the group approved the corporate seal.  Once the seal is affixed to a document it becomes an official record. George went on to say the group needed to review all the minutes for accuracy before the seal was affixed to them.
George informed the group that the stock could not be issued until after the general partners received the Private Placement Memorandum. After the Memorandum is received, Unity could issue stock shares. The Memorandum had to be written, but George assured the group he could have it ready in a few days if he worked at it night and day with few breaks. George felt it was important for the group to understand the importance of transferring ownership interest in Unity from general partnership to shareholder.
George said the partnership laws of South Carolina hold all partners equally liable in a business venture.  Therefore, to eliminate liability risk for Unity's partners, their ownership interest had to be transferred to stocks at the earliest possible date.  He also informed the group that Section 1244 of the internal revenue code afforded protection to shareholders not partners. By completing the transfer in a timely manner, Unity's partners would have maxim financial protection under state and federal laws.  As a result of the transfer, no matter what happened over the next two years, no investor in Unity would lose any money. If the corporation was dissolved for any reason, under Section 1244, investors could deduct any incurred loss from their income taxes.  General partners would not be able to deduct anything.
After George's report. Dr. Joyner directed him to complete the Memorandum at the earliest possible date. He also added it would be necessary to have a meeting with the partners so they could receive the Memorandum and bring them up to date on Unity's activities.  It was agreed the meeting would be held.
The next item on the agenda was changing the letterhead, information kits, literature and forms from the old [UII] design to the new Unity look, with Unity International, Inc., written in an arch over a fold out globe of the world.  It was moved, seconded and unanimously carried that Unity's documents be changed to the new design at the earliest possible date.
The next item on the agenda was setting the date for the official organizing meeting of the corporation.  Let the minutes reflect that the official date of the organizing meeting for the corporation shall be April 12, 1996.  George Sistrunk informed the group that the bylaws sent by Kitco could be approved at the meeting and be accepted as Unity's first bylaws.  He also stated that the bylaws he had already written could be added to those bylaws as amendments.  It was agreed that Unity's bylaws be added that were different from the Kitco bylaws would become amendments to the bylaws sent from Kitco.
The final item of business was the Waiver of Notice for the official organizing meeting. Let the minutes reflect the Waiver of Notice was signed and shall be affixed to the minutes of the organizing meeting.  Let the minutes also reflect that the Waiver of Notice and the agenda be attached to all the minutes after the official organizing meeting dated April 12, 1996.
Being there was no further business to discuss, Dr. Joyner asked the group to stand for the bendiction that was given by Carl X. Wright and the meeting was adjourned.
Notation for the record: The above minutes were taken from the meeting notes of  Carolyn Stroman.
Respectfully Submitted, 
George M. Sistrunk
Note: Even though minutes were accepted and approved at meetings, there is no current evidence the minutes were ever signed or sealed by the Joyner Administration. 

previous_btn.gif

next_btn.gif
Images from Google's public source - 8/2015 - 10/20/15
2015 - George M. Sistrunk - All Rights Reserved. 

Last updated on