ATTENDEES:
DIRECTORS:
Joseph Dombrowski, President
Frank Minter, Vice President
Richard McCauley, Treasurer
Robert Janish, Secretary
Gary Reichow, Public Relations
Daniel Lovatt, Recording Secretary
There were 31 virtual members that attended the meeting, but only 24 members voted. The Secretary noted that a quorum was present. A listing of all voting members/attendees is included as an Excel Spread Sheet attached to the Master Minutes for this meeting on file.
OPENING AND INTRODUCTIONS:
The meeting was opened by LRO President Joe Dombrowski, at 7:05 PM, who welcomed all attendees and then reviewed the procedures and requirements associated with participating in a virtual meeting. Subsequent to this review, Mr. Dombrowski introduced the LRO Board of Directors and other key groups of members attending the meeting. Joe also announced the total number of virtual members attending the meeting via Zoom or telephone.
PURPOSE OF THE MEETING:
Mr. Dombrowski stated that the purpose of this virtual meeting was to obtain a two-thirds (2/3) majority consent of the members voting, as prescribed by New York State Law, of the Plan of Dissolution and Distribution of Residual Assets. Such Plan of Dissolution was voted on and unanimously approved by the LRO Board of Directors and now requires membership approval to proceed.
FINANCIALS:
LRO Financials were then reviewed by the LRO Treasurer, Richard McCauley. Mr. McCauley summarized the Expenses incurred as of March 31, 2021 and the Estimated Liabilities outstanding as of April 1, 2021. Mr. McCauley further noted that a contingency reserve had been set aside for unanticipated expenses arising from the Dissolution Process. This Contingency Reserve is permitted by New York State, where LRO, Inc. is incorporated.
The Financial Reports reviewed are attached to these minutes as Attachments 1 and 2.
LRO PLAN OF DISSOLUTION AND DISTRIBUTION OF RESIDUAL ASSETS:
The President, Mr. Dombrowski, addressed the members by presenting the LRO Plan of Dissolution and Distribution of Residual Assets as approved in a unanimous vote by the LRO Board of Directors. He explained, in detail, the specific allocation of Residual Assets to the four (4) “501-C” non-profit organizations. This distribution is in accordance with the Internal Revenue Service Tax Code.
Mr. Dombrowski further pointed out the rationale for recommending each non-profit organization identified as well as their apportionment of the LRO Residual Assets.
Joe concluded the presentation by requesting member approval of the Plan of Dissolution and Distribution of Residual Assets in order to proceed with the necessary Dissolution Requirements of New York State.
The complete Plan of Dissolution and Distribution of Residual Assets is attached to these minutes as Attachment 3.
MOTION FROM THE FLOOR:
Bob Lear, at large member, then made the following motion: Mr. Lear moved “On behalf of the LRO membership present to accept the Plan of Dissolution and Distribution of Residual Assets to the non-profit organizations contained in the Plan as presented by Joseph Dombrowski, LRO President, to the membership at a virtual meeting held on April 8, 2021. Mr. Lear’s motion was seconded by Bill Kadereit.
QUESTION WAS CALLED FOR:
The question of the motion was called for and Mr. Dombrowski asked the attendees if there were any questions regarding the Plan of Dissolution and Distribution of Residual Assets. While questions were asked for by Mr. Dombrowski, there were no questions raised.
The remarks made by the membership were of a positive and reinforcing in nature. Also, many of the comments were to thank the LRO Board for their dedication and willingness to serve as a Director for such a long time.
MEMBERSHIP VOTING:
Members present, utilizing Zoom Technology, provided their votes electronically regarding the Plan of Dissolution and Distribution of Residual Assets to Butler Associates, a party independent from LRO.
Members utilizing Telephonic capabilities and members using Zoom Technology but not able to vote electronically cast their votes manually to Butler Associates.
The outcome of the voting is presented below:
Number in Favor of the Motion:24 Number Opposed to the Motion:0
Percentage in Favor of the Motion:100% Percentage Opposed to the Motion:0%
Motion for approving the Plan of Dissolution and Distribution of Assets of the Lucent Retirees Organization was approved by 100% of the membership casting votes at the meeting.
CLOSURE OF THE MEETING:
Subsequent to the results of the voting being announced, the meeting was closed by President Joseph Dombrowski at 7:55 PM. Also, Mr. Dombrowski indicated that a summary of the minutes would be posted on the Lucent Retirees web site. Joe further extended the LRO Board’s appreciation for everyone attending the meeting and wished everyone a good evening and encouraged them to stay involved wherever their passions led.
Joseph Dombrowski, LRO President
Attachment 3: Plan of Dissolution and Distribution of Assets of The Lucent Retirees Organization, Inc (LRO)
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