ANGELUS MEMORIAL PARK, INC.

MINUTES OF THE ANNUAL MEMBERSHIP MEETING

APRIL 26, 2003

Registration began at 10:00 a.m. at Central Lutheran Church, 1420 Cordova Street, Anchorage, Alaska. The meeting was called to order at 11:11 a.m. by Mary K. (Katy) Neher, President of the Board of Trustees.

President Neher introduced board members Jim Garrigues, Luther Augenstein, Betty George, Douglas Brown, and Kerma Kenley. Shawn Babbitt, Clifford Darnell, and Nancy Phillips were unable to attend. She also recognized Manager William Hamilton; staff members Kay Hamilton and Hope Clayton; member and attorney Greg Taylor of Jermain, Dunnagan, & Owens; Benee Braden of Kerr & McVey; and Todd Smith of Columbia Management Group.

Shirley Applebee announced that as of April 22nd the League of Women Voters had received 630 votes to establish a quorum.

Copies of the minutes of the previous annual meeting were distributed. Rosemary Poussard moved that the minutes of the annual membership meeting held on April 13, 2002 be approved. The motion was seconded by Jake Knapp and unanimously carried.

Shirley Applebee reported that there had been a computer glitch regarding the number of ballots included in the mail-outs; therefore, the League of Women Voters does not have the results of the trustee election. The new deadline to return ballots is April 25th and the election results will be disclosed in the mail-out flyer announcing “Clean Up Day.” Rosemary Poussard asked for clarification on the number of votes per lot. Katy Neher explained that a member who owns one lot is entitled to one vote. A member who owns two or more lots is entitled to two votes.

Greg Taylor, legal counsel for Angelus Memorial Park, Inc., reiterated that he is also a member. Last year he reported that there were no legal problems; however, this year there is a legal issue that is ongoing. The parent company of the mining operation at Angelus, Summit Paving, has filed bankruptcy. The owner, TDC, is working with the board and intends to timely complete the contract.

Benee Braden of Kerr & McVey provided copies of the Financial Statement and recapped the financial operations for the years ended December 31, 2002 and 2001. She stated that the office of Kerr & McVey has done the audit for Angelus for several years and she clarified what an audit is and what it is not. She reported that the Angelus records are well managed; few accounts are in arrears. Liabilities are nearly identical to last year. Sales are up 24%. Investments continue to be a concern and the board elected to move them to Columbia Management. Mia Bassler questioned pre-need sales as an asset. Renee replied that it could be called deferred income or pre-need in the future.

Todd Smith of Columbia Management advised that his company is a large money manager in Oregon and the largest in the Pacific Northwest. It manages for several clients in Alaska. Angelus is paying roughly 40 to 50% less in fees with his company. The performance for the last six months is a 7.82 % negative return. The market has been very difficult and is still volatile. Jim Garrigues asked what percent of the portfolio is turned over every year. Mr. Smith replied 200%.

William Hamilton announced that he is beginning his fifth year at Angelus Memorial Park. He summarized his manager’s report, including number of internment, stonework on monuments and the crypt in the valley, the Harry Wimmer plaque and sign at the Valley entryway, and grooming of both grounds and thanked the Boydon family for their work at the Valley park. He suggested an arch for the Angelus entryway. One of the well pumps was replaced at Angelus and the office roof was repaired at a cost of approximately $50,000. Angelus now has a web page, www.aangelusmemorial.org, which includes internments at both parks.

President Neher complimented the staff on the beautification of the grounds and asked members to contact the office if there is a need for repairs. She mentioned the success of the 50th anniversary celebration and thanked Douglas Brown for his work on the board as he will no longer be serving. She urged members to participate in Clean-up Day on May 24 at Angelus and May 31 at the Valley.

Douglas Brown asked about the coastal bike trail issue. President Neher stated that the “yellow” trail proposal would be a problem for the park and is not acceptable. The board has sent written objection to the planners.

Jim Garrigues stated that one reason he is running for the board again is to see that the mining project is completed satisfactorily. He urged member to consider taking positions on the board and complimented Mr. Hamilton for his management of the parks.

President Neher declared the meeting adjourned at 12:00 noon.

Kerma Kenley, Secretary