2024 MAST Member Handbook

Plan’s objective

1. To increase the number of active shareholder members. Existing active shareholders are retiring.
2. To open up the number of members eligible to vote, to run and serve on the Board, and have a say in the direction of the company and future strategies.
3. To open MAST to new ideas and new talent that newer members offer.
4. To instill the sense of ownership in members and the financial motivation to sell preferred suppliers for more preferential support, the most favorable commission scales, higher overrides, and better marketing support – more profit for members (1st priority) and for MAST.
5. To offer a plan with extremely favorable terms and the smallest financial impact on agency cash flow.

The plan

100 shares (no more, no less) of MAST Class A stock is being offered to any member not currently a shareholder.

The purchase of 100 shares must be done during membership renewal.

Every year at membership renewal, a non-shareholder member will be offered the opportunity to purchase 100 shares with January 31 as the yearly deadline. Once the deadline passes each year, a non- shareholder member must wait until the next year to purchase stock. The purchase of stock may be done in two ways.

Pay the full book value for 100 shares at the prevailing share value each year.

Sign a 10-year promissory note. The loan would be entered into the books as a receivable.

The loan on a promissory note requires a minimum annual payment for interest only. The interest rate used is Federal Discount Rate (not generally used by banks for loans, but will be used in these transactions). Rate fluctuates each year.

Payments of $50.00 or greater can be made at anytime towards repayment of the note.

MAST will also apply 25 percent of the annual override check earned by your agency towards the loan balance. You may opt out of this automatic deduction if you elect to do so.

The shares are issued in the name of your agency. No paper stock certificate is issued. Shareholder re- cords are kept digitally in the MAST office and at the offices of MAST’s corporate attorney.

Other terms of the plan

If you purchase 100 shares via promissory note, no money down is required.

Shareholders can sell their shares back to MAST any time. If the note is partially paid and a gain is realized the shareholder can sell their shares back to MAST less the remaining balance on the note.

If the book value of the shares falls below the amount paid, there is no refund. Interest payments are not refunded or applied to the note in either scenario.

The annual minimum amount owed on the loan is interest only plus 25 percent of the agency’s earned annual override (unless you opt out).

The first interest payment is due upon the first anniversary of signing the promissory note and each year thereafter while an outstanding balance on the loan exists. The annual interest rate will be set on the first business day of the new year.

Shares can transfer to another MAST member in a acquisition of the agency but can not be sold to any entity other than MAST.

No member can hold more than 100 shares of MAST Class A stock.

At the end of 10 years on the promissory note, a balloon payment for the balance of the loan is due. A default occurs if the balloon payment is not received.
A default can also occur if an interest payment is missed.