- Business Meeting - Agenda & Rules of Order
Friday, May 18, 2018 – 3:00 PM
Garden Terrace, Woodstock Inn, Woodstock, VT
Agenda & Rules of Order
- Call to Order
- 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 70th Annual Meeting
- New Business – Bylaw Amendment
- 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 2:40 PM on Friday, May 18, 2018. 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 70th Annual Business Meeting
Minutes of the 70th Annual Business Meeting
Stowe Mountain Lodge – May 20, 2017
The seventieth Annual Meeting of the Association of Vermont Credit Unions, Inc. (AVCU) was called to order by Chairman Sean Gammon at 3:35 p.m. He requested that everyone stand and join him in reciting the Pledge of Allegiance.
Secretary Carrie Allen announced that the Official Call to the 70th Annual Meeting was emailed to all member credit unions on January 27, 2017.
The Credentials Committee Report was given by Secretary Allen, who stated that 15 member credit unions were present for a total of 30 delegate votes. A quorum was declared.
A motion was made by Michael Cooney (River Valley CU), and seconded by Kevin Loso (Heritage Family FCU) that Robert’s Rules of Order and the “Rules of Order” as published on the Reports page of AVCU’s online Annual Yearbook be adopted as governance for the meeting. SO VOTED.
Introductions – Chairman Gammon introduced AVCU Board Vice-chair Susan Poczobut, Treasurer Jeff Morse, Secretary Carrie Allen, and Director Jim St. Peter. He then introduced distinguished guests Commissioner Michael Pieciak and Deputy Commissioner of Banking Cynthia Stuart from the Vermont Department of Financial Regulation, Jesse Rocheleau, CPA, from AVCU’s accounting firm of A. M. Peisch & Company, LLP, Richard Brock, AVCU’s Legal Counsel and Lobbyist from the firm of Brock and Brock, PLLC, and Lobbyist Adam Necrason from The Necrason Group. Mr. Gammon appointed Mr. Brock to serve as parliamentarian for the business meeting and then asked the AVCU staff to stand and be recognized.
Chairman Gammon appointed Mary Robert (AVCU) as Recording Secretary for the Minutes and noted that Michelle Fullerton and Jen Malroux (AVCU) had served as the Credentials Committee.
Minutes – A motion to dispense with the reading of the Minutes of the 69th Annual Meeting and to accept them as published on the Reports page of AVCU’s online Annual Yearbook was made by Bob Morgan (NorthCountry FCU) and seconded by Matthew Levandowski (Heritage Family FCU). SO VOTED.
New Business – None.
Elections – Chairman Gammon thanked Election Committee Chair Susan Poczobut (Granite Hills CU), and members Wanda Dunham (White River CU), Bob Lake (Green Mountain CU), and Bob Morgan (NorthCountry FCU) for their service. He then 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. Carrie Allen, Heritage Family FCU, Rick Hommel, VSECU, Jeff Morse, River Valley CU, and Brett Smith, One CU.
Chairman Gammon then announced that Director Bob Morgan had recently tendered his registration from the Board effective May 20, 2017, which creates a new unexpired one-year term on the Board. Gammon thanked Morgan for his 7 years of service.
Chairman Gammon declared that as there are four candidates for the three expired three-year terms and the one unexpired one-year term, all four candidates are elected by acclamation. He went on to explain that prior to the meeting, Candidate Hommel volunteered to accept the unexpired one-year term, then asked the audience to join him in congratulating all the elected candidates.
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 Michael Cooney (River Valley CU) and seconded by Tom O’Brien (Heritage Family FCU) to dispense with the reading of reports and accept them as published on the Reports page of AVCU’s online Annual Yearbook. SO VOTED.
Comments from Honored Guests: Chairman Gammon welcomed Michael Pieciak, Commissioner of the Vermont Dept. of Financial Regulation, and asked him to address the meeting.
Chairman Gammon welcomed Jeff Pierce, Sales Executive with CUNA Mutual Group, and asked him to address the meeting.
Chairman Gammon welcomed Steve Roy, CEO of Tricorp FCU, and asked him 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 4:05 p.m. upon a motion by by Bob Morgan (NorthCountry FCU) and seconded by Matthew Levandowski (Heritage Family FCU). SO VOTED
Carrie Allen, Secretary
* * * * *
At a re-organizational board of directors meeting immediately following the AVCU Business Meeting, the following officers were elected for 2017 / 2018:
Chairman – Sean Gammon
Vice Chairman – Susan Poczobut
Treasurer – Jeff Morse
Secretary – Carrie Allen
- Business Meeting - Report of the 2017-2018 Audit Committee
Report of the 2017 – 2018 Audit Committee
April 13, 2018
Board of Directors
Association of Vermont Credit Unions, Inc
Association of Vermont Credit Unions Services Corporation
On Friday, April 13, 2018 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 Jesse Rocheleau, Certified Public Accountant of A.M. Peisch & Company. The committee reviewed the audit report prepared by A.M. Peisch & Company, about which 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, 2017. 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 2017 Financial Statements will be provided (upon request) to Delegates, Alternates, and other registered attendees of the 71st Annual Business Meeting.
Digital copies of AVCU, Inc. & Subsidiary 2017 Financial Statements are available to recognized management, staff, and volunteers at AVCU member credit unions. Submit your request by email and kindly allow 2-3 business days for processing.
- Business Meeting - Report of the 2017-2018 Nominating Committee
Report of the 2017 – 2018 Nominating Committee
March 30, 2018
The Nominating Committee of the Association of Vermont Credit Unions has performed the task of selecting candidates to fill three director terms that will expire at the 2018 71st Annual Meeting on May 18th. Two are the incumbent terms of Sean Gammon (Members Advantage Community CU) and Susan Poczobut. The third is a previously unexpired term that was filled for one year by Rick Hommel (Vermont State Employees CU) at the 2017 annual meeting of members. All three vacancies will be filled with persons elected for a three-year term.
On February 2, 2018, 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 candidates submitted, as well as others, and selected the following three candidates to place in nomination:
- Sean Gammon
- Rick Hommel
- Lisa Huyer
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 2018 director elections ballot was required to submit his / her completed petition and qualifications to the Nominating Committee by April 13, 2018. As no petition nominations were received, the list of candidates remains unchanged.
Susan Poczobut, Chair
Wanda Dunham (White River CU)
Bob Lake (Green Mountain CU)
2018 Association Nominating Committee Nominees
Sean is the Chief Executive Officer of Members Advantage Community Credit Union, a $133.3 million institution (as of 12/31/17) serving more than 16,000 members throughout Chittenden, Lamoille, Orange, Washington, Windham, and Windsor counties, and select towns in New Hampshire. He has held this position since 2002 and has more than 21 years of experience in the credit union industry. He has completed both CUNA Management School and CUNA Financial Management School, and holds a Bachelor of Science Degree in Business and Masters of Business Administration from the University of Vermont. He has served on the Association’s Board of Directors since 2003, is a past Treasurer and Vice-chair, and has been Chair since 2011. He has been a Director for the New England Credit Union Executives Society since 2007, has served on the Board of Directors of the Vermont Chapter of the March of Dimes, has been a Director for the South Burlington Little League since 2011, and has been an active volunteer coach for youth sports in Burlington and South Burlington since 2005.
Rick is a Senior Vice-President / Technology and Operations Officer for Vermont State Employees Credit Union (VSECU), a $752.4 million institution (as of 12/31/17) serving nearly 64,000 members throughout the state of Vermont. Rick has been with VSECU since May of 1999, in that time also holding positions as SVP Retail Operations, VP Retail Operation, VP Information Technology, and E-Commerce Manager. He was the Chairperson of Fiserv’s Retail Strategic Advisory Council from 2012-2016 and currently serves on the Global Alliance for Banking Values’ Digital Business and Innovation Committee. He held various volunteer roles in the Washington West Supervisory Union, including a number of coaching positions, from 1999-2014 and is a Vermont Foodbank volunteer. In 2015, he earned the Certified Chief Executive (CCE) designation from Credit Union Executives Society and holds a Bachelor’s Degree in Management of Information Systems and Accounting from the University of Vermont.
Lisa is an Executive Vice President / Chief Financial Officer for NorthCountry Federal Credit Union, a $579 million institution (as of 12/31/17) serving nearly 45,000 members in Addison, Caledonia, Chittenden, Essex, Franklin, Grand Isle, Lamoille, Orange, Orleans and Washington Counties. During her 29 years of service to NorthCountry FCU, Lisa has managed several departments and currently oversees Risk Management, Accounting, Projects, Facilities, and IT. She previously served on the Association’s Audit Committee and on CUNA’s 2016 Task Force to reform the reporting structure for 5300 Call Reports. She volunteers for various credit union-sponsored events, including holiday gift wrapping for Anew Place and the annual Making Strides Against Breast Cancer walk. For several years, she also served as a volunteer on the Finance Committee for the Greater Burlington YMCA. She holds an Associates Degree in Accounting from Champlain College, a Bachelors Degree in Business Administration from State University of New York Oneonta, is a licensed Certified Public Accountant, and has completed the Credit Union Executives Society CEO Institutes to earn the Certified Chief Executive (CCE) designation.
- Business Meeting - Notice of Proposed Bylaw Change
Date: March 30, 2018
To: Member Credit Union CEO/Managers
From: AVCU Board of Directors
Sean Gammon – Chair
Susan Poczobut – Vice Chair
Jeff Morse – Treasurer
Carrie Allen – Secretary
Jim St. Peter
The Board of Directors of the Association of Vermont Credit Unions (AVCU) recommends amendment of AVCU’s bylaws at the 2018 Annual Meeting of members on May 18, 2018. As required by Association bylaws, this communication is notice of the proposed amendment.
The purpose of the amendment proposed by the Association’s board of directors is three-fold:
- Move the date used in dues calculation from September 30th to June 30th, bringing calculation in line with CUNA, whose dues AVCU collects on its behalf.
- To enable the earlier preparation of AVCU budgets and membership invoices.
- To delete reference to the four-year transition period added when the current dues formula was implemented in 2013. The temporary provision bridged the change from the old formula to the current one, and is no longer in effect.
Amendment of AVCU’s bylaws is governed by Section 15.1:
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 at the 2018 annual meeting of members on May 18th commencing at 3:00 pm at the Woodstock Inn in Woodstock, Vermont. Member credit unions may vote in advance by absentee ballot so long as such ballots are received by the absentee ballot voting deadline. Due to availability of absentee ballot voting amendments will not be allowed from the floor of the annual meeting.
Section 5.9 Member Voting. Voting at a meeting of members may be done in person, by absentee ballot, or electronically.
Voting by Absentee Ballot for AVCU’s 2018 annual meeting follows these deadlines:
- 04/13/18 – Absentee ballot request deadline
- 05/04/18 – Absentee ballot vote submission deadline
- 05/18/18 – Annual meeting elections (absentee ballots counted by ballot clerks)
Proposed Bylaw Amendment: Dues Calculation Date
Section 12.1 Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 12.2 Dues. The Association shall be financed by dues recommended by the board of directors and approved by member credit unions at a regular or special meeting. The board of directors shall have the right to waive all or part of a member’s dues when such dues would impair the operation of the credit union.
Section 12.3 Dues Formula. Dues for member credit unions shall be calculated by multiplying the square root of total assets of the credit union as of June 30 September 30 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.34
The Association shall be a member of the Credit Union National Association, Inc.
Section 12.4 Time Payable. Dues shall be due and payable on January 1 of each year and shall be considered delinquent after February 15.
Section 12.5 Newly Chartered Member Credit Unions. Newly chartered member credit unions shall not be assessed dues for the balance of the calendar year; except dues for any member credit union chartered after October 31 shall be considered dues for the next calendar year.
Section 12.6 Merging Member Credit Unions. Member credit unions having completed a merger by December 31 of any year must pay dues based on the combined June 30 September 30 assets of the merging member credit unions. Member credit unions that are in the process of a merger, but such merger has not been completed during the period from January 1 through February 15 in the year for which dues is being assessed, shall each be liable for and must pay Association dues as billed and as calculated using assets as of June 30 September 30 of the prior year.
Send questions about the proposed bylaw amendment to email@example.com
 Reference to collecting dues for Credit Union National Association deleted on 5/14/16. Section 12.3 regarding provision of financial data by members deleted due to availability on regulator website; Section 12.4 re-numbered to 12.3 and amended to reflect new dues formula – 5/14/05
 Section 12.5 re-numbered to 12.4 – 5/14/05
 Section 12.6 re-numbered to 12.5 – 5/14/05