ASA Board Meeting Minutes

American Shorthorn Association Board Meeting Minutes September 22 and 23, 2020 ASA Office, Kansas City, Mo.

President Nancy Grathwohl Heter called the meeting to order September 22, 2020 at 8:00am.

Present: President Nancy Grathwohl Heter, Vice-President Hugh Mooney,

David Greenhorn, Joe Bales, Toby Jordan, John Sonderman, Jerrell Crow,

Lee Miller, John Russel and Executive Secretary, Montie Soules. Jason

Rowland was present for accounting reports. Key Performance Indicators (KPIs) were reviewed and discussed. The March 11-12, 2020 Board Meeting Minutes and virtual conference call meeting minutes on June 4,2020 and August 24,2020 were unanimously approved by the Board. Jason Rowland and Montie Soules presented the financials through August 31, 2020 which is the fiscal year end. There was discussion on the PPP

Government Loan received during the fiscal year. The Board unanimously approved the financials with the PPP loan included as income for the end of the fiscal year 2019-2020. The Board unanimously approved the budgets for the fiscal year 2020-2021 and to have a revised budget submitted halfway through the year. Shelby Diehm and Taylor Bacon were present for the board to review and ask question about the AJSA and Junior activities. The Board unanimously approved that the addresses and information on record for Junior members shall not be shared to a third party. The ASA is required to protect this information on minors. Shelby Diehm was available for the Board to ask question concerning the

Marketing and Communications area of ASA. The board had a few comments for the Your Membership Matters page done by Grant and asked about the Shorthorn Beef locally raised program and Shorthorn apparel.. Matt Woolfolk was available for the Board to ask about his written report to them. There was discussion on the class breaks in the yards show, no action was taken.

The Board approved unanimously to change the way ratios are reported on

BW and Fat so that they are treated the same as all the other traits. The ratios over 100 will indicate a number that is recorded as a positive for the animal.

Heather Lange was available to the Board to ask question concerning the

Registry and DNA issues in her written report. Questions and discussion on associations sharing samples for DNA. The possibility of having a blanket waiver for sharing samples. Emily Velisek was available for question from her written report about the election of delegates. Suggestion to look into digital voting. The Board unanimously approved that members voting for state delegates must vote for the same number of delegates as is eligible from that state or area or the ballot will become null and void.

Montie Soules gave a Staff report and then the Board went into executive session.

Mark Nelson gave a presentation on Grow Safe feed efficiency being able to supply EPDs for RFI, ADG and DMI. The board asked for the contract and will review later.

The Board adjourned for the day and had dinner with the Staff. September 23, 2020 the meeting reconvened and president, Nancy Grathwohl

Heter called the meeting to order at 8:00am at the ASA office. Joe Bales and Montie Soules gave a report to the board on the activity of the 150th Anniversary Celebration. Montie gave a report and provide the documents of the ASA doing the administrative work for the Braunvieh Association of America.

Emily Velisek was available for questions concerning Shows. Discussion on

Denver being cancelled, and possible other shows being put in place as a replacement. No action taken to designate a replacement National Show. Discussion on show honorees for National shows cancelled and at Louisville with no spectators allow. The possibility of doing a video for the presentation was suggested. To contact honorees for input. The Board unanimously approved to move Dr. Raymond Ediger to 2021 at

Keystone and have Stepping Stone moved to 2022 NWSS in Denver to be

presented in the yards. To honor Ed and Jamie Kruse on the hill in 2022. The Board reviewed the names for National shows presented. The Board unanimously approved the list to be submitted to the Show committee after they unanimously removed some of the names on the list and re-arranged the remaining names. The Board unanimously excepted the judges list for the AJSA to select judges from for the 2021 National Junior Shorthorn Show and Youth Conference. The Board unanimously approved Board of Directors structure and purpose for the Shorthorn Youth Development Fund 501 (c) (3) to go to legal for final preparations before submitting to government for final approval to get IRS status. The Board reviewed the correspondence from the Heritage Shorthorn

Association. No action was taken as the Board had not received the information needed to make any decisions. Meeting Adjourned at 12:30pm. =

American Shorthorn Association Board Virtual Conference Call Minutes November 18, 2020

President Nancy Grathwohl Heter called the called virtual Zoom meeting to order at 9:05am, central time. Present on the call: President, Nancy Grathwohl Heter, Vice-President, Hugh

Mooney, Joe Bales, David Greenhorn, Toby Jordon, John Sonderman,

Jerrell Crow, Lee Miller, John Russell and Executive Secretary, Montie

Soules.

The Board approved unanimously to cancel the December 5, 2020 Annual meeting in Kansas City and move it to a later date due to the Covid-19 restrictions. (all registration fees will be refunded) The. Board unanimously approved to move the meeting to Feb. 5 and 6, 2021 and if it would not be able to hold the meeting in person due to Covid-19 restriction then have a virtual meeting on February 6. 2021. The Board was advised and agreed to have legal counsel write up an amendment for the by-laws to cover this type of Annual Meeting in emergency cases. Meeting adjourned at 9:45pm. =

American Shorthorn Association Board Virtual Conference Call Minutes December 31, 2020

President Nancy Grathwohl Heter called the called virtual Zoom meeting to order at 12:00 pm, central time. Present on the call: President, Nancy Grathwohl Heter, Vice-President, Hugh

Mooney, Joe Bales, David Greenhorn, Toby Jordon, John Sonderman, Lee

Miller, John Russell and Executive Secretary, Montie Soules. Topic for meeting discussion on 2020 Annual meeting. The Board unanimously approved to cancel the Feb 5 and 6, 2021 in person annual meeting and have a virtual annual meeting on Feb 6, 2021 The Board listed names for possible Board of Directors for the Shorthorn

Youth Development Fund 501 (c)(3) and approved to have the Executive

Committee plus Joe Bales to vet candidates and bring a final list to the

Board at a later date for Board approval. The auditors report was discussed and not available yet. A zoom meeting was scheduled for January 14 to review the auditor’s financial report for the year

Sept. 1, 2019 -Aug. 31, 2020. Meeting adjourned at 12:45pm. =

American Shorthorn Association Board Virtual Conference Call Minutes January 14, 2021

President Nancy Grathwohl Heter called the called virtual zoom meeting to order at 12:05pm, central time. Present on the call: President, Nancy Grathwohl Heter, Vice-President, Hugh

Mooney, Dave Greenhorn, Joe Bales, Toby Jordon, John Sonderman, Lee

Miller, John Russell and Executive Secretary, Montie Soules. Nancy Grathwohl Heter, president, had to excuse herself for a few minutes to attend another zoom call. Hugh Mooney, Vice president, took over the

meeting. The Board approved unanimously the added amendment Article XII prepared by legal counsel to the By-laws pertaining to holding a virtual meeting during emergency status as seen below.

Article No. XII VIRTUAL ANNUAL MEETING

When events such as a national emergency, natural disaster, national health crisis, to include but not limited to a national pandemic, or act of terrorism or war prevents an in person annual meeting of the ASA, the Board of Directors may convene a virtual, online, by phone or by any electronic means an annual meeting available which allows the dually elected delegates to attend virtually and vote. This annual meeting will be for the purpose of presentation of the annual financial report of the organization and the election of the nominated board of directors which had been presented by the nominating committee for that specific election. Any and all requirements of quorums to conduct business will be waived at these types of special meetings. A majority agreement of the delegates present by virtual means will make all actions official for the association’s business conducted. The Board shall use their best efforts to insure participation. The agenda shall be limited to the abovementioned items. This virtual annual meeting must be attended by a majority of the

ASA Board of Directors and the Executive Secretary/CEO. The president, Nancy Grathwohl Heter returned to the meeting and reassumed control of the meeting. The board unanimously approved the financial audit report from Miller

Management for the fiscal year Sept. 1, 2019 - Aug. 31, 2020. Meeting adjourned at 12:23 pm central time. =

American Shorthorn Association Board Meeting Minutes February 5, 2021 ASA Office, Kansas City, Mo.

President Nancy Grathwohl Heter called the meeting to order Feb. 5, 2021 at 8:15am. Present: President Nancy Grathwohl Heter, Vice-President Hugh Mooney, Joe

Bales, Toby Jordan, Jerrell Crow, Lee Miller, John Russell and Executive

Secretary, Montie Soules. Jason Rowland was present for accounting reports. David Greenhorn and John Sonderman both joined the meeting virtually for the day via Zoom Key Performance Indicators (KPIs) were reviewed and discussed. The Sept. 22 & 23, 2020 ASA Board Meeting Minutes, as well as the Virtual

Conference Call Minutes from the Nov. 18, 2020, Dec. 31, 2020 and Jan. 14, 2021 meetings were unanimously approved by the Board. Jason Rowland and Montie Soules presented the financial’s through Dec. 31, 2020 which were unanimously approved by the Board. Jason Rowland and Montie Soules presented the final Auditors report produced by Miller Management. The Board unanimously approved to accept the findings in the auditor’s report. Matt Woolfolk presented a report on ASA performance activities. The Board unanimously approved to move forward to conduct a test run for feed efficiency EPDS through Grow Safe Corporation. Shelby Diehm presented reports on the Junior Activities and Marketing &Communications for the Board to review. Future locations for the Junior

National were discussed; Shelby will research availability and costs. Heather Lange was available to the Board to ask question concerning the

Registry and DNA issues in her written report. Emily Velisek presented a report for ASA Shows and lists of judges selected by the Show Committee.

There was discussion on the future of the Cattlemen’s Congress vs. the National

Western in Denver. The Board asked for suggestions for redesigning the regional points system and work with the Show Committee on this if the

Cattlemen’s Congress continues to be part of the national shows. There was conversation regarding the continued cancellation of state fairs due to the Pandemic and if regional shows would be back in operation in the fall.

Montie Soules reported new employees will be starting work as Emily Velisek is leaving March 1 and Matt Woolfolk will move to a part-time remote position. The Board went into Executive Session.

of the Shorthorn Youth Development Fund 501 (c)(3) (SYDF) Board and discussed the terms for each newly assigned SYDF Board Member. The Board unanimously approved the names and terms selected to initiate the first set of FYDF Board Members.

The Board reviewed the Bylaws presented by legal counsel for the SYFD and made some adjustments in the bylaws to resubmit to legal counsel. The

Board unanimously approved revisions made to the SYDF Bylaws with legal counsel’s approval. The Board reviewed the ASA Suggested Terms of Sale that have been in place since 2014. After discussion, the Board requested to have the terms updated for reevaluation at a later date.

The Board reviewed the process of Certificate and Non-certificate Bulls. The Board elected new officers for the year 2020-21 and unanimously elected

Hugh Money as President and Joe Bales as Vice-President. Meeting adjourned at 5:00 pm. =

American Shorthorn Association Board Virtual Conference Call Minutes April 8, 2021

President Hugh Mooney called the virtual meeting via Zoom to order at 12:05 pm CDT. Present on the call: President, Hugh Mooney, Vice-President, Joe Bales, David

Greenhorn, Toby Jordon, John Sonderman, Jerrell Crow, Lee Miller,

John Russell, Mark Gordon, Executive Secretary, Montie Soules and staff members, Wade Minihan and Cassie Reid The Board unanimously approved to follow the Show Committee’s recommendation and denote the Cattlemen’s Congress in Oklahoma City as a Super National Show and to denote The National Western in Denver as a Regional Point Show. The Board unanimously approved to follow the Show Committee’s recommendation to approve a revised show point system that consists of two (2) Super National Shows and five (5) National Shows in which the combined points will be totaled for National Awards. The motion also included five (5) regional areas that would each have two (2) Regional

Shows, one (1) Super Regional Show and one (1) National Show and the combined points will be used to tabulate Regional Show Winners. The motion included that regional winners and national winners must attend at least two (2) shows at either the region or national level to be eligible to receive awards for the respective show levels. The motion included the location of national and regional shows for the 2021-2022 show season, with the exception of a few waiting to confirm that the staff would make adjustments as needed. The Board unanimously approved to follow the Show Committee’s recommendation to approve discontinuing runner up-awards for regional awards and national awards. The motion also included adding divisional awards for national shows.

Meeting adjourned at 12:30 pm.=

American Shorthorn Association Board Meeting Minutes April 26 & 27, 2021 ASA Office, Kansas City, Mo.

President Hugh Mooney called the meeting to order April 26, 2021 at 8:00am. Present: President Hugh Mooney, Vice-President Joe Bales, (on Zoom) Dave

Greenhorn, Toby Jordan, John Sonderman, Jerrell Crow, John Russell,

Mark Gordon, Lee Milller (on Zoom) and Executive Secretary, Montie

Soules. Jason Rowland was present for accounting reports. Key Performance Indicators (KPIs) were reviewed and discussed. The Feb. 5, 2021 Minutes and virtual conference call meeting minutes from

Apr. 8, 2021 were unanimously approved by the Board. Jason Rowland and Montie Soules presented the financials through Mar. 31, 2021. The Board unanimously approved the financials for audit. Jason Rowland and Montie Soules presented the revised mid-year (6 month) budgets for ASA, AJSA, JN, BAA the Board unanimously approved the new budgets.

Matt Woolfolk was present and asked for questions regarding the performance report sent to Board Members earlier. There were questions and discussion on the Grow Safe Feed Efficiency Agreement. The Board unanimously approved to accept the contract from Grow Safe to investigate and test possible EPDs generated from the Grow Safe data. The Board unanimously approved a Producer Data Collection Proposal &

Procedure to collect data from commercial herds using Shorthorn genetics and giving the ASA the right to use data in promotional items. The Board unanimously approved to combine present ASA committees into two active committees, Shorthorn Genetic Improvement Committee and

Shorthorn Promotion and Acceptance Committee. The Shorthorn Genetic

Improvement Committee would be made up from the present Genetic

Evaluation, ShorthornPlus and Commercial Acceptance committee. The

Shorthorn Promotion and Acceptance Committee will be made up from the present Shorthorn Promotion and Commercial Acceptance Committee.

Both new committees will have the potential to appoint sub-committees as necessary. This action to combine the committees would require a change in the ASA

Bylaws in Section 13, Formation of Committees: The following listed change to the Bylaws was approved unanimously on April 29, 2021, by the ASA Board:

The Board of Directors shall establish the following standing committees and such other ad hoc committees as shall be appropriate to the efficient administration of the business of the Association. Standing committees of the Association shall be as follows:

• Executive Committee: Shall consist of the President, Vice President and one member at large of the Board of Directors as well as the Executive Secretary/CEO. A member from the Board of Directors shall be selected by the President.

It shall be the responsibility of the Executive Committee to conduct the affairs of the Association between regularly scheduled meetings and to carry out the instructions of the Board of Directors. Any decisions that the Executive Committee may make or take action on must be brought before the entire board within 10 days and is subject to approval by majority vote of those present at such meeting before the action becomes final and is implemented.

• Finance Committee: The President will appoint two members from the board to serve on the Finance Committee along with the Vice President and the President. The President will also designate a chair for the Financial Committee. This committee shall monitor the finances of the Association on a periodic basis review income and expense report monthly. The Executive and accounting personnel will prepare and submit to the Board of Directors for approval an annual operating budget and review proposed capital expenditures for recommendation to the Board of Directors to be approved by the Board of Directors. • Personnel Committee: The Executive Committee shall serve as the personnel committee. The personnel committee shall be responsible for the employment the Executive Secretary/ CEO for the Association and all matters pertaining to the conditions of employment subject to Board approval. • Standing Committees: The following standing committees shall be appointed annually by the Board of Directors. The standing committee shall make their recommendations to the Board of Directors and the membership at the annual meeting of the Association. The Vice-President of the Association shall be responsible for making recommendations to the Board of Directors of standing committee members.

Shelby Diehm was present and asked for any questions regarding the Junior

National and/or the Junior Activities Report sent to Board members earlier.

Locations for the National Junior Shorthorn Show and Youth Conference were discussed and an update on the Summit leadership conference being held in Texas was provided. An update on the 150th Book, Shorthorn and the American Cattle Industry, was given by Joe Bales and Montie Soules. Dan Botas from Edward Jones attended via Zoom to present opportunities for investing money from the Building Fund and funds in reserve. Dan explained the risk and opportunity for return, recommending bond funds that would be lower risk and higher return. The Board unanimously approved to invest the Building Fund and reserves for the ASA, AJSA and Junior National Account, except for $100,000 ASA funds into the PGIM Bond fund.

Montie gave a staff report. The Board went into Executive Session.

Montie Soules and new staff members, Cassie Reid and Wade Minihan, gave an annual meeting report which included the list of breeders referred to as

Legends to present at the Annual Meeting. The list was approved. Show Report was presented by Cassie Reid and Wade Minihan. The Super

National, National, Super Regional and Regional shows were reviewed with

number of head at each show in previous years. Shelby Diehm asked for questions pertaining to the Marketing and

Communications.

A new and revised Recommended Terms of Sale for ASA was presented and approved unanimously by the Board. Dates for next meeting were set for Sept. 22 & 23, 2021. Meeting adjourned at 5:00 pm and the Board and staff had dinner together. Tuesday April 27, 2021, the meeting reconvened at 8:00 am. Same persons where present except for Mark Gordon and Lee Miller on Zoom and Joe Bales was absent. The Board unanimously approved to accept the judge selection for the Pen

Show at the Cattlemen’s Congress in Oklahoma City, OK. The Board was informed that Ohio State Fair limited their show to residents only and/or just juniors. Using the same policy as in the past for Covid restrictions of shows, it was unanimously approved there would be no points given for the Ohio State Fair. The Board reviewed the structure of the Show Committee and had discussion of same. No actions taken.

The date of birth of the animal vs. the ownership date locations on the registration paper was discussed. It was decided to see if those dates could be exchanged or moved to avoid confusion for breeders when looking for those particular dates. Meeting adjourned at 12 noon. =

Minutes from e-mail sent May 11, 2021 requesting approval to print the 150th Celebration History Book.

Email sent to:

Hugh Mooney, Joe Bales, Dave Greenhorn, Toby Jordon, John Sonderman,

Jerrell Crow, Lee Miller, John Russell, and Mark Gordon. Received replies from 7 Board Members unanimously voting to accept the quote from

Craftsman Printers Inc. for printing the 150th Celebration history book. =

American Shorthorn Association Virtual Zoom Meeting May 26, 2021 - 12 Noon Central Time

Present on the call: President Hugh Mooney, Vice-president Joe Bales, Dave

Greenhorn, Toby Jordon, John Sonderman, Jerrell Crow, Lee Miller, John

Russell, Mark Gordon, Montie Soules (exec) and Tom Turner, Chair of the 150th Celebration Committee. Cost/sales scenarios for the 150th Anniversary Commemorative Book were presented to the ASA Board to review. After much discussion the Board approved to offer the book with three price breaks. Advanced sales (with pickup locations at the annual meeting,

NAILE and Cattlemen’s Congress in OKC), same day sales at location for picking up books and sales to be shipped with postage fees. =

American Shorthorn Association Board Virtual Conference Call Minutes August 4, 2021

President Hugh Mooney called the virtual meeting via Zoom to order at 12:00 pm CDT. Present on the call: President Hugh Mooney, David Greenhorn, Toby Jordon,

John Sonderman, John Russell, Mark Gordon and Montie Soules (exec sec). Vice-President Joe Bales and Jerrell Crow both replied by separate emails advising they would not be available for the Zoom meeting. Both stated they agree with staff recommendations regarding award winners for the

Annual Meeting in Oct. 2021; they also agree with plans for how to handle the Show Honorees for this coming year who did not have their awards presented due to Covid restrictions. The Board unanimously approved re-assigning Roger Hunsley from the 2020

Heritage award to the 2021 Builder of the Breed award as recommended by ASA staff. The Board approved Bert Moore as the recipient of the 2021 Builder of the

Breed.

The Board unanimously approved Tom Turner as the recipient of the 2021

Builder of the Breed.

The Board unanimously approved Don and Marylou Mayse as recipients of the 2021 Heritage award. The Board unanimously approved Bob Hough as the recipient of the 2021

Merit award.

The Board unanimously approved to continue with the Show Honorees from last year when Covid did not allow presentations. They also approved to include Ed and Jamey Kruse as Show Honorees at the 2022 Cattlemen’s

Congress along with Show Honorees that did not get presentations at the 2021 show. Meeting adjourned at 12:40 pm. =

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