- Business Meeting - Agenda & Rules of Order
Saturday, May 14, 2016 – 2:00 PM
Diamond Ballroom, Sheraton Hotel & Conference Center, Burlington, VT
Agenda & Rules of Order
- Call to Order
- Pledge of Allegiance / Moment of Silence
- Incorporation of the Official Call into the Minutes
- Credentials Committee Report
- Acceptance of the Rules of Order
- Appointment of a Parliamentarian
- Approval of the Minutes of the 68th Annual Meeting
- New Business
- Comments from Honored Guests
I) Robert’s Rules of Order shall govern the meeting in all cases in which they are applicable and in which they are not inconsistent with the Bylaws of the Association of Vermont Credit Unions, Inc. A parliamentarian shall be appointed by the Chairman.
II) All committees, unless specifically provided, shall be appointed by the presiding officer.
- Credentials Committee – This committee is in charge of registration of delegates and alternates. Delegate and alternate check-in will begin at 1:40 PM on Saturday, May 14, 2016. The committee shall receive, check, and file credentials of all delegates or alternates and report to the presiding officer at the time indicated on the agenda. This committee shall be responsible for the seating arrangements of delegates, visitors, and guests. If there is any challenge to the rights of any person to be delegates or alternates, then such matters shall be referred without debate by the presiding officer to the Credentials Committee for investigation, report, and recommendation.
- Nominating Committee – This committee shall submit to the Association meeting a list of nominees for all vacant offices for the consideration of the delegates at the meeting.
III) The report of the Credentials Committee shall be accepted as evidence of delegates and alternates in attendance at the Association meeting in determining the presence of a quorum.
IV) Regarding decorum and debate, only Association directors, the Association president, delegates, or their alternates, are entitled to the use and privilege of the floor. The chair may use its discretion in all other cases.
- Delegates and alternates desiring to address the meeting or to make a motion shall address the presiding officer as “Mr. Chairman” and give their name and name of their credit union.
- Discussion – It is desirable that all keep remarks as brief as possible.
- Voting – All voting shall be done in one of the following manners:
- Voice vote;
- Raising of hands;
- Roll call;
- Standing; or
- Secret ballot.
- The presiding officer may designate the method to be used unless over-ruled by majority vote on appeal from the decision of the Chair. In the event of a contest, the presiding officer shall appoint ballot clerks.
- Business Meeting - Minutes of the 68th Annual Business Meeting
Minutes of the 68th Annual Business Meeting
Equinox Resort, May 16, 2015
The sixty-eighth Annual Meeting of the Association of Vermont Credit Unions, Inc. (AVCU) was called to order by Chairman Sean Gammon at 4:35 p.m. He requested that everyone join him in reciting the Pledge of Allegiance and afterward pause for a moment of silence to remember those from our credit union family who were no longer with us.
Secretary Bernie Isabelle announced that the Official Call to the 68th Annual Meeting was emailed to all member credit unions on January 28, 2015.
Chairman Gammon entertained a motion to allow the Chair to rearrange the order of the agenda if necessary. Motion made by Joseph Finnigan (Vermont FCU), seconded by Betty Chamberlin (Members 1st CU). SO VOTED.
The Credentials Committee Report was given by Secretary Isabelle, who stated that 12 member credit unions were present for a total of 24 delegate votes. A quorum was declared.
A motion was made by Michael Cooney (River Valley CU), and seconded by Matthew Levandowski (Heritage Family FCU) that Robert’s Rules of Order and the “Rules of Order” as printed on page 37 of the Annual Yearbook be adopted as governance for the meeting. SO VOTED.
Introductions – Chairman Gammon introduced AVCU Board Vice-chair Susan Poczobut, Treasurer Jeff Morse, and Directors Bernie Isabelle, Bob Morgan, Carrie Allen and Jim St. Peter. He then introduced distinguished guests Jesse Rocheleau, CPA, from AVCU’s accounting firm of A. M. Peisch & Company, LLP, and Richard Brock, AVCU’s Legal Counsel and Lobbyist from the firm of Brock and Brock, PLLC. Mr. Gammon appointed Mr. Brock to serve as parliamentarian for the business meeting and then introduced the AVCU staff.
Chairman Gammon appointed Mary Robert (AVCU) as Recording Secretary for the Minutes and noted that Debbie Quintana and Jennifer Malroux (AVCU) had served as the Credentials Committee.
Minutes – A motion to dispense with the reading of the Minutes of the 67th Annual Meeting and to accept them as printed in the Annual Yearbook was made by Judy Rosenstreich (Vermont State Employees CU) and seconded by Rodney Ward (Heritage Family CU). SO VOTED.
New Business – None.
Elections – Chairman Gammon called upon Director Jim St. Peter in his capacity as Chair of the Nominating Committee to deliver its report. He announced that no absentee ballots or petition requests to add candidates to the ballot were received by their announced deadlines, so the slate of candidates remained unchanged. Sean Gammon, Members Advantage Community Credit Union, Susan Poczobut, Granite Hills Credit Union. As there are no other candidates for the two expired three year terms, he declared Sean and Susan elected by acclamation. Congratulations. He then returned the Meeting to Chairman Gammon who thanked Committee Chair St. Peter (New England Federal CU), Joyce Hasbrouck (Covered Bridge CU), and Sue Best (Orlex CU) for their service.
Reports – Chairman Gammon thanked the members of all AVCU Committees for their work throughout the year then called upon President Joe Bergeron for his management report.
A motion was made by Tom O’Brien (Heritage Family CU) and seconded by Michael Cooney (River Valley CU) to dispense with the reading of reports and accept them as presented in the Annual Yearbook. SO VOTED.
Comments from Honored Guests: Chairman Gammon welcomed Jeff Pierce, Sales Executive with CUNA Mutual Group, and asked him to address the meeting.
Chairman Gammon welcomed Denise Nowinski, Director of Education & Member Relations for Tricorp FCU, and asked her to address the meeting.
Chairman Gammon thanked President Bergeron and the staff for the work done during the previous year.
Old Business – None
Adjournment – The meeting was adjourned at 5:05 p.m. upon a motion by Judy Rosenstreich (Vermont State Employees CU) and seconded by Lisa Rees (Vermont Federal CU). SO VOTED
Bernie Isabelle, Secretary
* * * * *
At a re-organizational board of directors meeting immediately following the AVCU Business Meeting, the following officers were elected for 2015 / 2016:
Chairman – Sean Gammon
Vice Chairman – Susan Poczobut
Treasurer – Jeff Morse
Secretary – Bernie Isabelle
- Business Meeting - Report of the 2015-2016 Audit Committee
Report of the 2015 – 2016 Audit Committee
March 25, 2016
Board of Directors
Association of Vermont Credit Unions, Inc
Association of Vermont Credit Unions Services Corporation
On Friday, March 25, 2016 the committee met to review and receive the audit report of the Association of Vermont Credit Unions and its subsidiary Association of Vermont Credit Unions Services Corporation.
We met via teleconference with Association President Joe Bergeron, Finance Administrator Mary Robert, and Certified Public Accountants Todd Burgess and Jesse Rocheleau of A.M. Peisch & Company. The committee reviewed the audit report prepared by A.M. Peisch & Company, about which Mr. Burgess and Mr. Rocheleau noted highlights and responded to Committee questions.
After reviewing the report and supporting documentation, the Audit Committee found it to be thorough and understandable. The financial statements were found to be in balance, with proper accounting procedures being followed.
Available as a separate document are the Balance Sheet and Income Statement for the Association of Vermont Credit Unions, Inc. and Subsidiary as of December 31, 2015. A copy of the Audited Financial Statements and Auditor’s Report is on file at the Association office and is available to member credit unions upon request.
We want to thank Association staff and A.M. Peisch & Company for their cooperation in explaining and reviewing the audit report of the Association of Vermont Credit Unions, Inc. and Subsidiary.
Susan Leonard, Chair, New England FCU
Terence Field, VSECU
Jeff Morse, River Valley CU
Printed copies of AVCU, Inc. & Subsidiary 2015 Financial Statements are provided (upon request) to registered attendees of the 69th Annual Business Meeting.
Digital copies of AVCU, Inc. & Subsidiary 2015 Financial Statements are available to recognized management, staff, and volunteers at AVCU member credit unions. Submit your request by email to Yearbook@vermontcreditunions.coop (kindly allow 2-3 business days to process your request).
- Business Meeting - Report of the 2015-2016 Nominating Committee
Report of the 2015 – 2016 Nominating Committee
March 29, 2016
The Nominating Committee of the Association of Vermont Credit Unions has performed the task of selecting candidates to fill terms expiring on the Association’s Board of Directors at the 2016 Annual Meeting of members.
Elections will be held for two expiring positions of three years each.
On February 9, 2016 a request was sent to member credit unions for the purpose of soliciting names of possible candidates to fill the vacancies. The committee reviewed qualifications of potential candidates and selected the two candidates profiled below to place in nomination.
Petition Nominations: Association bylaws allow for additional nominees to be added to the ballot by petition. Any qualified individual seeking to be added to the 2016 director elections ballot must have submitted his / her completed petition and qualifications to the Nominating Committee by April 8, 2016. As no petition nominations were received, the list of candidates remains unchanged.
Bob is the Chief Executive Officer of NorthCountry Federal Credit Union, a $493 million institution serving nearly 37,000 members throughout Addison, Caledonia, Chittenden, Essex, Franklin, Grand Isle, Lamoille, Orange, Orleans, and Washington Counties. Bob assumed leadership of NorthCountry in 2012 after serving as Executive Vice President and a variety of other positions for 12 years. Prior to joining NorthCountry, he was the Chief Operations Officer at Vermont Development (now Opportunities) Credit Union for five years. He was first elected to the AVCU Board in 2010 and is seeking his third term. He has been Chairman of the Association’s Social Responsibility Committee and has served on the Audit and Government Relations Committees. Bob was a member of the Filene Research Institute’s i3 (Ideas, Innovation, Implementation) project from 2008-2010 and is currently on Filene’s CEO research council. He holds BA and MBA degrees from the University of Vermont and the CCE and CSE designations from the CUES Schools of Business Lending Enterprise Risk Management. He is a board member of the Y of the Greater Burlington area and a Y of Winooski planning committee member. He volunteers annually for various events done by the March of Dimes and First Night Burlington.
James St. Peter
Jim is the Senior IT and Operations Executive for New England Federal Credit Union, a $1.1 billion institution serving more than 93,000 members throughout Chittenden, Grand Isle, Franklin, Lamoille, Washington, and Addison Counties. Prior to the start of his 19 years with the credit union, he was the Vice President of Information Systems and Data Processing for Vermont Federal Bank, where he held that and other positions for more than 16 years. He has been an active volunteer coach in various youth sports and a member of the United Way of Chittenden County Income Impact Team. He is a graduate of Champlain College and the Bank Administration Institute’s School of Banking at the University of Wisconsin, Madison. Currently serving on the Association’s Annual Meeting and Political Action committees, Jim was originally appointed to fill an unexpired term on the Association Board and is currently seeking his second elected term.
- Business Meeting - Bylaw Amendment
Notice of Proposed Bylaw Change
April 14, 2016
The Board of Directors of the Association of Vermont Credit Unions (AVCU) recommends amendment of the organization’s bylaws at the 2016 Annual Meeting of members on May 14, 2016. As required by the procedure for amending the Association’s bylaws, this communication serves as notice of the proposed amendment and highlights the changes.
The purpose of the amendment proposed by the Association’s board of directors is to modernize the membership requirements of the organization in order to be in concert with recently modified membership requirements of the Credit Union National Association (CUNA). Since the creation of the Association, the bylaws of both organizations required simultaneous membership in both organizations. Earlier this year members of CUNA voted to discontinue the dual membership requirement. As a result, AVCU’s board of directors recommends similar amendment of its bylaws.
Amendment of AVCU’s bylaws is governed by Section 15.1:
Amendments by Delegates. The bylaws of the Association may be amended by an affirmative vote of two-thirds of the voting delegates at any regular or special meeting of the members of the Association, providing the proposed amendment and a statement of its purpose has been given to members at least 7 days prior to the meeting. Bylaw amendments shall become effective immediately following the close of the meeting at which they are adopted.
Voting on the amendment will be conducted in person at the 2016 annual meeting of members on May 14th at 2:00 pm at the Sheraton Burlington Conference Center in Burlington, Vermont. Member credit unions may also vote in advance by absentee ballot so long as such ballots are received at least 3 days in advance of the annual meeting (May 11, 2016). Due to the availability of absentee ballot voting no amendments of the proposal will be allowed from the floor of the annual meeting.
Member Voting. Voting at a meeting of members may be done in person, by absentee ballot, or electronically.
Voting by Absentee Ballot for the AVCU’s 2016 annual meeting follows these deadlines:
4/08/164/29/16 – Absentee ballot request deadline * 4/29/165/06/16 – Absentee ballot vote submission deadline *
- 5/14/16 – Annual meeting elections (absentee ballots counted by ballot clerks)
* Note that previously announced absentee ballot request and submission dates have been extended to accommodate announcement and review of the proposed bylaw change.
The Proposed Amendment deletes reference to AVCU collecting CUNA dues from each of its member credit unions, as follows:
ARTICLE 12: FINANCES
Dues Formula. Dues for member credit unions shall be calculated by multiplying the square root of total assets of the credit union as of September 30th of the prior year by a factor to be determined by the board of directors annually.
Transition Period. Regardless of calculation, dues assessed to a member credit union for years 2014, 2015, 2016 and 2017 shall not vary more than 25% upward or downward from dues assessed in the immediately prior calendar year, except in the case of mergers for which the 25% upward variance limit shall no longer apply following merger for the surviving member credit unions.
The Association shall be a member of the Credit Union National Association, Inc.
, and shall also collect Credit Union National Association, Inc. dues from each of its Vermont domiciled member credit unions.
Following passage of the amendment, AVCU would continue to invoice member credit unions for both AVCU and CUNA dues, as it currently does, but payment of CUNA dues would no longer be required of a credit union as a condition of holding membership in AVCU. Since the 2016 dues payment period has already passed, the new provision would come into effect with the payment of 2017 member dues.
Send questions about the proposed bylaw amendment to firstname.lastname@example.org