KERHONKSON, N.Y. – Delegates to the 40th Regular Convention of the Ukrainian National Association (UNA) met on May 13-15 in the mountain heights of the Soyuzivka Heritage Center in Kerhonskon, N.Y., where they elected Roman Hirniak the next president and chief executive officer and six individuals to a new Corporate Board of Directors, as well as two of three members of the Audit Committee.
The 40th Convention marked the final transition from procedures and traditions that have been familiar to UNA members for decades to a more streamlined corporate governance structure.
As a result of major changes to federal and state insurance regulations between 2008-2018, the UNA organizational structure needed to be modified and the organization’s by-laws revised.
Key changes include the establishment of a Corporate Board of Directors (CBD) that will now function as the highest authority between UNA conventions.
Besides the position of president, the CBD will include six directors, as well as the treasurer/chief financial officer and national secretary/chief operating officer, positions to which candidates will no longer be elected, but hired by the CBD. Additional changes included the establishment of a nine-member Fraternal Advisory Board (FAB), which does not have voting privileges, as well as the inclusion of the immediate past present (IPP) as a non-voting member of the CBD.
While the UNA General Assembly (GA) continues to exist, the composition of members and responsibilities of the structure have changed fundamentally. In addition to the new entities mentioned above, previously existing structures are included, such as the Audit Committee and UNA honorary members.
On May 14, the second day of the convention, the 66 convention delegates elected by plurality vote Andrij Cade, Roma Hadzewycz, Michael Koziupa, George G. Kuritza, Bohdana Puzyk and Eugene Serba to the CBD.
In order to elect a new UNA president, election rules required a majority vote. Given the total delegate count of 66, a candidate needed at least 34 votes to win the presidency. Mr. Hirniak received 35 votes for, while 31 voted against.
Also elected were Walter Syzonenko and Andrij Skyba to the UNA’s Audit Committee. The Nominations Committee did not present a third candidate for the Audit Committee nor were any candidates presented for the Fraternal Advisory Board, therefore members will be chosen by the new CBD.
The transition to the new governance structure will take full effect on July 1, when the newly elected CBD, as well as the president/CEO will begin their four-year terms of office.
Opening of convention
Delegates began to arrive and register for the convention during the evening of May 12. Remaining delegates arrived on May 13 and the official opening ceremonies were held early in the day by the monument of poet Taras Shevchenko with a greeting by UNA Second Vice President Eugene Serba.
Following a prayer led by the Very Rev. Dr. Ivan Kaszczak, and the singing of the national anthems of the United States, Canada and Ukraine, outgoing UNA President and Chief Executive Officer Stefan Kaczaraj greeted the delegates. Those gathered then sang Shevchenko’s moving “Zapovit” (Testament), after which all present moved to the Veselka Hall to begin Convention proceedings.
Wasyl Sheremeta, who was elected to chair the convention, in his opening remarks noted that, “We are all here on the same side and for the same purpose,” and then adeptly strove to exercise control over the proceedings for the remainder of the convention, with adherence to strict rules of order during some contentious moments.
Completing a more than two decade tenure with the UNA, Mr. Kaczaraj reflected on the history of the UNA and the accomplishments during his final term, before addressing the horrors of Russia’s brutal, unprovoked and unjustified full-scale war on Ukraine.
Rev. Kaszczak, who was a delegate to the convention, gave an inspirational overview of UNA accomplishments, and he highlighted the organization’s creation by determined immigrants in the Anthracite Coal Region of Pennsylvania who founded the UNA in Shamokin, Pa., in 1894. The UNA celebrated its 125th anniversary in 2019.
Over the course of two days, UNA officers, members of the outgoing General Assembly and committee chairs presented reports that covered the period since the previous convention in 2018.
Outgoing National Secretary and Chief Operating Officer Yuriy Symczyk reported that, after many years of diligent effort, the UNA has developed a strong and healthy relationship with the New Jersey Department of Banking and Insurance (DOBI), which was satisfied with the UNA’s greatly improved and positive financial and regulatory performance and reorganization of its fraternal membership process.
While the UNA focused primarily on the sale of life insurance for many years, the organization recently put a greater emphasis, in keeping with national trends and needs, on retirement products such as annuities and IRAs.
Mr. Symczyk, also a member of the UNA By-Laws Working Group, said that the efforts of the group had guided the organization in implementing many of the changes mandated by state regulators.
“The task was daunting because a new corporate structure needed to be created while still honoring fraternal tradition,” Mr. Symczyk said.
He also stressed the importance of continuing to work on solutions to comply with the new regulations.
Mr. Symczyk expressed concern over the apparent lack of “brand loyalty” among younger individuals to the UNA, and he stressed the need for the organization to “actively recruit them with innovative approaches and outreach.”
UNA Treasurer and Chief Financial Officer Roma Lisovich reported that, when she began in her position in 2002, the organization faced “huge annual losses and great regulatory scrutiny and pressures.”
The UNA’s subsequent transformation, while difficult and at times even painful, is a remarkable success story, she said. Despite challenges, such as the massive global financial crisis of 2007-2008, and most recently two years of COVID-19 restrictions that greatly hampered sales, the UNA has never been financially stronger, with strong capital surplus. The UNA has kept pace with regulatory changes mandated by DOBI and the National Association of Insurance Commissioners (NAIC).
Both Mr. Symczyk and Ms. Lisovich noted that, given the past decades’ economic upheavals and recent COVID-19 restrictions, many life insurance companies have disappeared or faced significant net financial losses. By contrast, the UNA showed a net profit during the past four years, with a solvency ratio – which measures the extent to which an organization’s assets can cover commitments for future payments – of 100 percent.
Ms. Lisovich said that the organization’s life insurance business now foresees steady growth and annuities were on target.
The report of the By-Laws Committee was delivered by the committee chair, Gerald Tysiak. Mr. Tysiak noted that the new state regulations required many more meetings than in previous years. In addition, according to the new amended by-laws from January 2020, which were approved by a special session of the delegates to the 39th Convention in 2018, all UNA Standing Committees were required to maintain meeting agendas and minutes. All of these documents will now be available for review by state auditors.
According to Mr. Tysiak, eight years of research and effort were dedicated to rewrite the UNA by-laws. The work was time-consuming and critical because the language in the by-laws and corporate manual must be precise in order to comply with new laws and regulations.
Convention delegates also heard reports from Roma Hadzewycz, the long-time editor-in-chief of both The Ukrainian Weekly and Svoboda, who retired from the role at the end of November 2020, and from Andrew Nynka, who assumed the position of editor-in-chief of both UNA publications on December 1, 2020. Mr. Nynka thanked Ms. Hadzewycz for her more than four decades of service to the UNA and its publications.
Mr. Nynka said that, in order for the newspapers to survive and thrive in the future, they would need to identify additional streams of revenue. The Weekly, he said, had already begun to implement changes in its online version, but much more work remains to be done.
He expressed thanks for two donations of $10,000 each by Self Reliance New York Federal Credit Union, the consistent contributions of readers to the monthly Press Fund, and acknowledged the honor bestowed on Svoboda in receiving the Antonovych Prize in 2021 along with a $25,000 contribution to the Publications Fund housed under the Ukrainian National Foundation.
UNA Audit Committee Chair Luba Walchuk presented her report that touched on the various challenges for the UNA, which resulted in extensive discussions on May 14.
Besides the very good news of the UNA achieving financial stability, presented during both full days of the convention, concerns were also voiced regarding the lack of a comprehensive transition plan to be implemented by the new UNA leadership, including no continuance of executive experience since all three current executive officers were leaving their positions, inconsistencies in the by-laws that needed resolution, the lack of an adequate corporate manual to guide day-to-day operations and extensive concern regarding certain decisions made and executed by the Nominations Committee, chaired by Mr. Hirniak.
In particular, delegates questioned why the Nominations Committee had received so few applicants for open UNA positions, including only one applicant for the position of UNA president and chief executive officer, noting that the one application for president that was received was from the chair of the Nominations Committee.
In a separate point of discussion, Ms. Walchuk, Audit Committee Chair and secretary of UNA Branch 362, reported on an expenditure of $35,000 that was billed to the UNA for candidate background checks by Pinkerton, a private security agency. The invoice was addressed to the chair of the Nominations Committee, Mr. Hirniak.
This unauthorized expenditure generated much concern and discussion among the delegates.
The Nominations Committee had been given a budget of $5,000 to conduct their candidate search, but members of the committee were required to have all expenses approved in advance. According to Ms. Lisovich, approval is a standard requirement for all committees, and committees do not have independent power of the purse.
She added that, not only was the expenditure by the Nominations Committee of $35,000 unauthorized, but members of the committee were specifically instructed not to use Pinkerton as a vendor since the UNA already had a contract with ADP to conduct background checks. She added that the Nominations Committee was asked by the Audit Committee to turn over records of the transaction in question, but the Nominations Committee declined.
Ms. Lisovich called the expenditure “a sever breach of procedure” and stated that “Standing Committees must be aware of their limitations in the future.”
In other business, convention delegates voted to elevate the importance of the UNA Publications Committee and made it a Standing Committee of the CBD.
Resolutions and recommendations of the 40th Convention were presented and approved. Delegates heard farewells from outgoing members of the General Assembly and all present expressed their gratitude to UNA Advisor Gloria Horbaty for ably fulfilling the duties as chair of the GA Convention Committee.
During the convention, Stephen Barankewicz, who recently was named the new manager of Soyuzivka Heritage Center, was introduced to delegates. Due to insurance regulations regarding fraternal benefits, Soyuzivka is now under the umbrella of the non-profit Ukrainian National Foundation (UNF). However, the three executive officers of the UNA are members of the Board of Directors of the UNF, therefore the relationship between the UNF and the UNA remains close.
During the closing of the May 14 session, convention delegates unanimously approved a motion by UNA Advisor Andrij Szul, which read: “In appreciation of their valued services over many years, the 40th Regular Convention of the UNA bestows the honorific title of ‘Emeritus’ upon two of the outgoing executives – President/CEO Stefan Kaczaraj and Treasurer/CFO Roma Lisovich.”
Late Saturday afternoon the 40th Regular Convention of the UNA was adjourned.
The UNA’s 40th Regular Convention included a Saturday evening banquet for which the master of ceremonies was Roman Wasylyk. Swiatoslawa Kaczaraj, a soprano soloist from New York City’s “Dumka” chorus, was introduced and offered a beautiful rendition of the UNA anthem. She was accompanied on the piano by UNA Advisor Andrij Szul, an attorney who is also a Juilliard-trained pianist with a doctorate in musicology.
The convention’s keynote speaker, Marta Farion, recounted the significance of the establishment of the UNA in 1894, stating, “that as I gather with you here at this beautiful resort, I feel the presence of the generations that built this organization, and I feel the spirit of those courageous individuals – those who founded the UNA 128 years ago.”
She added, “the continuity of the UNA is especially important given all the ongoing changes in the insurance industry and the economy worldwide, as well as the current war in Ukraine. … Ukraine will need a core network of support, and the UNA certainly can continue to serve a unique role under these conditions.”
Valentina Tabaka, Ukrainian National Foundation (UNF) board member and the second vice president of the Ukrainian National Women’s League of America (UNWLA), followed with a rousing speech calling for support for Ukraine, and she expressed steadfast faith in Ukraine’s ultimate victory in its war against Russia.
She called for all to join in celebration of that victory at the upcoming summer 2022 Ukrainian Cultural Festival at Soyuzivka Heritage Center, which she is helping organize.
Mr. Tysiak presented awards to the three outgoing executives – Mr. Kaczaraj, Mr. Symczyk and Ms. Lisovych – and a special award to former editor-in-chief Roma Hadzewycz.
As chair of the convention, Mr. Szeremeta, assisted by UNA Honorary Member Eugene Oscislawski, administered the oath of office to the newly elected President and CEO Roman Hirniak, the six members of the UNA Corporate Board of Directors and the two members of the Audit Committee.