Duties & Responsibilities Of UICI's Board of Directors

Like UICI™'s (hereafter called Unity) owners that are predominantly Black women, Unity's Board of Directors is predominantly Black women. It is now a historical fact and reality, that Unity's previous Board; that was dominated by Black men was an absolute disaster. Therefore, the women in Unity, had no choice; except to step forward to guide and lead Unity to its ultimate destiny of a world class Black owned corporate entity that pays competitive salaries. {Click here for lessons in corporate operations} Under the leadership of Unity's Black women, Unity can now capitalize to competitive levels so that Unity; the corporation, can provide benefits and/or profits to Unity's owners and provide benefits to the Black community in general. {Click here for an online article relative to Black leadership}

Believe it or not, the overwhelming majority of Black women have no idea what a Board of Directors really is. Accordingly, a definition is in order that suits Unity’s purposes. At Unity International, Inc., a Board of Directors can best be described and defined as an elected body of men and/or women who jointly oversee the activities of Unity International Company, Inc.™, for the benefit of its owners the shareholders. Unity’s board activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it by the owners – the shareholders. The Board’s responsibilities and duties are governed by South Carolina law and Unity’s Bylaws. {Click here for Robert's Rules Of Order}

Under UICI’s Bylaws, there will be six (6) women and (1)one man that constitute the Board. How Unity chooses board members is based on qualifications. In Unity, the Board acts on behalf of, and is subordinate to, the owners – the shareholders and is the highest authority in the management of Unity International. The Board and the owner’s Standing Committee, working together are the supreme governing body of Unity International. This is true for all New Age Corporation™. Board of Directors are referred to by statute therefore, these are mandated paid positions. Salaries for Unity's Board of Directors are based on the number of non transitional shares allocated times 5 percent. All salaries are paid commensurate with national averages from profits, administration fees and processing fees. {Click here to review Title 33, Chapter 8, S.C. Code of Laws relative to a Board of Directors} {Click here for average national salary for Board of Directors}

Unlike the Corporate Secretary and Registered Agent, the Board is not a mandated paid position. The Reason: In South Carolina, a corporation can operate without a Board. {Click here to review Section 33-8-101(b)(c) SC Code of Laws} Therefore, Unity’s Board of Directors shall exercise its powers and carry out its fiduciary duties with a sense of objective judgment and at all times act in the best interests of the corporation. The Board shall ensure professional standards and corporate values are put in place that promote integrity for the Board, senior management and other employees in the form of a Code of Conduct, defining therein acceptable and unacceptable behaviors.

The board shall take appropriate steps to disseminate the Code of Conduct throughout Unity along with supporting policies and procedures. The Board shall institute and ensure adequate systems and controls are in place for identification and redress of grievances arising from unethical practices. The Board shall at all times be guided by the 7 principles of New Age Capitalism™ that are as follows:

1. There must be a potential for profit or gain.

2. The upside gain or profit must be high.

3. The downside risks must be low.

4. Unity’s asset acquisition activities must be ethically sound.

5. Unity’s asset acquisition activities must be morally sound.

6. There must be personal benefits for all involved; and...

7. There must be benefits for others; especially, the owners.

The Board shall act in accordance with the afore stated principles and its mission statement and formulate an overall corporate strategy that will achieve the objectives of Unity’s goal and mission statement. The Board shall further ensure that significant policies have been formulated for the purposes of corporate governance that shall include.

1. Risk management and compliance issues;

2. Human resource management and development that include

preparation of a succession plan;

3. Procurement of goods and services;

4. Investors’ relations including but not limited to general investor

awareness, complaints and communication, etc.;

5. Sales, marketing, distribution and acquisitions;

6. Determination of terms of credit if ever used by Unity to obtain funding;

7. Write-off of bad/doubtful debts, advances and receivables;

8. Procedures for capital expenditure, planning and control;

9. Programs to increase investment income;

10. Procedures for borrowing money if ever needed;

11. Determination and delegation of financial powers;

12. Procedures for transactions or contracts with companies or parties;
13. Procedures to govern the corporate social responsibility(CSR)

initiatives.

14. Other philanthropic activities including donations, charities,

            contributions and other payments of a similar nature;
15.       Employee health, safety and environmental control; and
16.       Guidelines to abide by the federal whistle blower policy.

Black’s Law Dictionary (7^th ed. 1999) on pg 1372, defines service as “[T]he act of doing something useful for a person or company for a fee.” In order words.. Act and Do.. Under Unity’s Bylaws services rendered means any act/s and/or action/s and/or activity/ies and/or procedure/s and/or method/s that are done and/or created that help/s Unity grow and/or develop to reach its desired goals and objectives. Pursuant to Section 1244 of the IRS code, perhaps now you can understand why attending Board meetings or paying the General Partner participation fee, plus the administration fee and processing fee is not considered as services rendered. These activities are described as duties, responsibilities or obligations.

Therefore, it is important for all Board members and owners to clearly understand how Unity grows. This is why the previous administration failed miserably. Even though Unity is a stock corporation, at this point in time, Unity cannot grow by selling stock, this is why Unity does not sell stock. The Reason: There are not enough qualified Black people under existing SEC regulations to sell stock to. Accordingly, Unity grows by finding qualified individuals that are interested in pooling resources with others to acquire assets that provide immediate benefits. This is why we concentrate our efforts on acquiring businesses and/or other assets that can provide immediate benefits.

Therefore, the key to Unity's successful growth is finding General Partners that are interested in asset acquisition that provide benefits and not from selling stock. General Partners are transitioned into shareholders by copyrighted Transition Documents that exist no where else on earth. Without ©Transition Documents, Unity cannot exist. Therefore, every Board member is paid according to his/her performance. This is how Unity obtains the financial resources to acquire assets and pay salaries.

For example: The Corporate Secretary's salary is $56,400.00. To pay this annually requires an allocation of 2,256 shares of Unity's non transitional stock times $500.00 per share which equals $1,128,000.00 times 5% that equals her annual salary of $56,400.00. Salaries are paid on the fourth Friday of the new year. Board members that are productive like the Chair person of the Acquisition Committee are allocated 2,500 non transitional shares times $500.00 which equals $1,250,000.00 times 5% which equals her annual salary of $62,500.00.

The Acquisition Committee is the most important Committee in Unity because this Committee determines the assets Unity will acquire. Now can everyone in Unity understand why Unity's Phase 2 and Phase 4 acquisitions were more important than franchises. If implemented in 1996, Phases 2 and 4, produced over $36,000,000.00 a month before taxes and expenses. This means all of Unity's salaries, expenses and taxes could have been paid from one month's income.