Agenda & Rules of Order Friday, May 19, 2023 – 3:00 PM Battenkill Room Equinox Resort, Manchester, VT 1. Call to Order 2. Incorporation of the Official Call into the Minutes 3. Credentials Committee Report 4. Acceptance of the Rules of Order 5. Appointment of a Parliamentarian 6. Approval of the Minutes of the 75th Annual Meeting 7. New Business 8. Bylaw Amendment Votes #1 and #2 9. Elections 10. Reports 11. Comments from Honored Guests 12. Adjournment 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, A parliamentarian shall be appointed by the Chairman. 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. The presiding officer may designate the method to be used unless over-ruled by majority vote on appeal from the decision of the Chair. 2023 Annual Meeting & Convention Final Report of the 2023 AVCU Nominating Committee TO: Member Credit Union Manager / CEOs, Chairs, & Delegates FROM: 2023 AVCU Nominating Committee Jean Giard (Chair), Vermont FCU Sean Gammon, 802 CU Lisa Huyer, NorthCountry FCU DATE: May 11, 2023 The Nominating Committee of the Association of Vermont Credit Unions has performed the task of selecting candidates to fill two expiring three year terms and one vacant unexpired two year term on the Association’s Board of Directors at the 2023 Annual Meeting of members. On March 24th, 2023 a request was sent to member credit unions for the purpose of soliciting names of possible candidates to fill these vacancies. After careful consideration, the Committee decided to nominate Carrie Allen and Brett Smith for election to the two expiring three year terms, and Bob Lake (Green Mountain CU) for election to the unexpired two year term on the Association’s board of directors. 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 2023 director elections ballot was required to submit his / her completed petition and qualifications to the Nominating Committee by May 5, 2023. No petition candidate nominations were received prior to the deadline, so the slate of candidates remains as originally presented. Absentee Ballots Under Association Bylaws, member credit unions are allowed to vote for Directors by absentee ballot prior to the announced deadline of May 16. As the original slate of candidates remains unchanged, with three candidates for two expiring three year positions and one unexpired two year board term, all three candidates will be elected by acclamation during the annual business meeting which will be held Friday, May 19th, 2023 at 3:00 PM in the Battenkill Room of the Equinox Resort and Spa. Report of the 2022 – 2023 Audit Committee May 1, 2023 Board of Directors Association of Vermont Credit Unions, Inc Association of Vermont Credit Unions Services Corporation On Monday, May 1, 2023, the committee met to review and receive the financial reports 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 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 Consolidated Financial Position and Consolidated Statement of Activities for the Association of Vermont Credit Unions, Inc. and Subsidiary as of December 31, 2022. A copy of the Reviewed Financial Statements and 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 financial report of the Association of Vermont Credit Unions, Inc. and Subsidiary. Respectfully submitted, Susan Leonard, Chair, New England FCU Terence Field, VSECU, a division of New England FCU Lisa Huyer, NorthCountry Federal CU Minutes of the 75th Annual Business Meeting Jay Peak Resort, May 20, 2022 The seventy-fifth Annual Meeting of the Association of Vermont Credit Unions, Inc. (AVCU) was called to order by Chair Carrie Allen at 3:01 p.m. Secretary Brett Smith announced that the Official Call to the 75th Annual Meeting was emailed to all member credit unions on February 3rd, 2022. The Credentials Committee Report was given by Secretary Smith, who stated that 14-member credit unions were present for a total of 28 delegate votes. A quorum was declared. A motion was made by Matt Levendowski (Heritage Family FCU), and seconded by Nate Cobb (One CU) 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 – Chair Allen introduced AVCU Board Vice-chair Rick Hommel (VSECU), Treasurer Lisa Huyer (NorthCountry FCU), Secretary Brett Smith (One CU), Director, Jean Giard, (Vermont Federal CU), Director Greg Hahr (New England Federal CU), Director, Sean Gammon (802 CU). She then introduced Richard Brock, AVCU’s Legal Counsel from the firm of Brock and Brock, PLLC. She also welcomed Kevin Gaffney from Vermont Department of Financial Regulation to today’s meeting. Ms. Allen appointed Mr. Brock to serve as parliamentarian for the business meeting. Chair Allen thanked President Bergeron and the staff for the work done during the previous year. Chair Allen appointed Mary Robert (AVCU) as Recording Secretary for the Minutes and noted that Jen Malroux and Wil Mobus (AVCU) had served as the Credentials Committee. Minutes – A motion to dispense with the reading of the Minutes of the 74th Annual Meeting and to accept them as published on the Reports page of AVCU’s online Annual Yearbook was made by John Dwyer (New England FCU seconded by Richard Addison (Heritage Family CU). SO VOTED. New Business – None Old Business – None Elections – Chair Allen thanked Election Committee Chair Brett Smith (One CU), and members Wanda Dunham (White River CU), and Bob Lake (Green Mountain CU) for their service. He then announced that no petition requests to add candidates to the ballot were received and there was one absentee ballot received by the announced deadlines, both of the member credit union’s electoral votes were cast for the two candidates who were nominated by the Committee so the slate of candidates remained unchanged. Since no petition candidates were received, the candidates presented in the Committee’s report remain Jean Giard, (Vermont Federal CU), and Greg Hahr (New England FCU). Chair and Election Committee Chair Smith declared that as there were two candidates for the expired terms, that Jean and Greg were elected by acclamation, then congratulated them. Reports – Chair Allen thanked the members of all AVCU Committees for their work throughout the year then called upon President Joe Bergeron for his management report, who commented on Association and Vermont credit unions operations during the past year of pandemic. A motion was made by Robert Lake (Green Mountain CU) and seconded by Matt Levendowski (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. Adjournment – The meeting was adjourned at 3:22 p.m. upon a motion by by Lisa Huyer (NorthCountry FCU) and seconded by Jim Adorisio (NorthCountry FCU). SO VOTED Respectfully Submitted, Brett Smith, Secretary * * * * * At a re-organizational board of directors meeting immediately following the AVCU Business Meeting, the following officers were elected for 2022/ 2023: Chairman – Carrie Allen Vice Chairman – Rick Hommel Treasurer – Lisa Huyer Secretary – Brett Smith 2023 Annual Meeting Notice of Proposed Articles & Bylaw Amendment Date: April 21, 2023 To: Member Credit Union CEO/Managers From:AVCU Board of Directors Carrie Allen – Chair, Rick Hommel - Vice Chair, Lisa Huyer – Treasurer, Brett Smith – Secretary, Jean Giard – Director, Sean Gammon – Director The Board of Directors of the Association of Vermont Credit Unions (AVCU) recommends amendment of AVCU’s bylaws at the 76th Annual Meeting of members on May 19, 2023. This communication serves as notice of several changes being proposed. They are comprised of changes related to number of board seats, and various housekeeping changes primarily for clarification purposes. The proposed changes are explained as follows: o Vote #1 On Number of Board Seats: As in most business sectors, consolidation in the credit union industry continues to be common. There are 17 credit unions domiciled in Vermont, with an Association board comprised of 7-member credit union executives, no two of which may be from the same member. Therefore, the pool of potential board candidates is also shrinking. The Board proposal would allow greater flexibility in the make-up of future Association boards. The Board’s proposal allows the governing body to be comprised of no fewer than 3 members (as specified by state law) but fluctuate beyond that at each election as terms expire by action of the sitting Board members. This is common in many types of board governed organizations. The Board could modify the number of positions to be filled as vacancies occur, but the election of qualified candidates would continue to be determined by member vote. The change does not affect the 2023 elections. On a related note, a change to the Articles of Incorporation clarifies board composition language that has been in place since 1947. o Vote #2 On Miscellaneous Housekeeping: In addition, the following are proposed housekeeping changes: ▪ Quorum – The current quorum requirement for a meeting is 10 member credit unions, established at a time when considerably more credit unions were in existence. With continued mergers and some credit unions not participating in member meetings, the amendment adjusts the quorum to at least 30% of members in good standing. The Amendment Voting Process: There will be two votes to be made related on bylaw changes: 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 proposed amendments will be conducted at the 2023 annual meeting of members on May 19th, convening at 3:00 pm at the Equinox Resort in Manchester, Vermont. Member credit unions may vote in advance by absentee ballot so long as such ballots are received by the absentee ballot voting deadline of 5/16/2023. As required in bylaws, amendments from the floor of the annual meeting will not be possible due to the option for members to vote by absentee ballot in advance of the meeting. Voting by absentee ballot in the 2023 annual meeting will follow these deadlines: Send requests for absentee ballots, or questions about the proposed bylaw amendments, to bylaw@vermontcreditunions.coop Vote #1: AVCU Board of Directors Seats Articles of Incorporation: Proposed amendment to the Articles of Association of the Association of Vermont Credit Unions, Inc., to be submitted to the Vermont Secretary of State in accordance with Title 11B V.S.A. §10.05: “From and after May 20, 2023, the board of directors shall consist of at least the minimum number of directors required by Vermont law. The term and election of directors shall be determined by the bylaws. Anything inconsistent with the foregoing in the articles is hereby amended.” Bylaws: The bylaws of the Association of Vermont Credit Unions are proposed to be amended as follows (the following does not reflect related re-numbering of non-amended sections): ARTICLE 6: BOARD OF DIRECTORS Section 6.3 Composition Number and Terms of Directors. The board of directors shall consist ofat least 7 voting directors who shall serve for three year staggered terms or until their successors are elected as provided herein. The term of a new director shall commence immediately after the adjournment of the annual meeting following his/her election. no fewer than three voting directors. By majority vote of existing board members the number of board seats may be changed from time to time. Seats resulting from an increase in board seats by action of the directors will be filled by a vote of members at the next annual meeting in accordance with Section 6.6 of these bylaws. A board vote to reduce the number of board seats will affect board seats whose terms expire at the next annual meeting. Section 6.412 Terms of Directors. Directors shall serve for three- year staggered terms or until their successors are elected. If the number of board seats is decreased pursuant to Section 6.3, affected terms shall end in accordance with that Section. Section 6.1110Vacancies in Directorship Seats. Vacancies in existing the board of director seats due to removal, resignation, or including loss of qualifications for directorship, may be filled by the board of directors, at their option, by: This section does not apply to board seats created by the directors but not yet filled by vote of the members. ARTICLE 9: STANDING AND SPECIAL COMMITTEES Section 9.3 Nominating Committee. At least ninety days prior to each annual meeting at which there are director vacancies to be filled, the chairman of the board shall appoint a nominating committee of not less than three persons who shall be members of credit unions holding membership in this Association. At least 451 days prior to the annual meeting, the nominating committee shall send, or cause to be sent, a notice to each member credit union describing each vacancy on the board of directors to be filled at the subsequent annual meeting and the qualifications pertaining to each such vacancy, soliciting nominations for such vacancies and stating where the committee will be receiving such nominations. It shall be the duty of the nominating committee to make at least one nomination for each vacancy on the board of directors to be filled at the annual meeting. Nominating committee selection shall be reported to the membership at least 30 days in advance of the annual meeting. 2 Candidates not selected by the nominating committee may be added to the ballot by petition. Such candidates shall submit their nomination with required petition signatures on officially designated forms within 15 days after the report of the nominating committee is made available. Candidates submitted by petition must be accompanied by an authorized petition signature per credit union of at least 20 percent of member credit unions, but no fewer than 5 member credit unions. 3 Nomination of candidates to the board of directors from the floor of the annual meeting shall not be permitted. 4 Section 10.1 Officers Enumerated. The officers of this Association shall be a chairman, vice chairman, secretary, and treasurer of the board of directors. The same director may simultaneously hold more than one office, except that the office of secretary may not simultaneously be held by the chairman, vice chairman, or president. Vote #2: Miscellaneous Housekeeping Bylaw Provisions The bylaws of the Association of Vermont Credit Unions are proposed to be amended as follows (the following does not reflect related re-numbering of non-amended sections): ARTICLE 5: MEETINGS OF MEMBERS Section 5.7 Quorum. At meetings of the members, the presence of 10 a majority of members credit unions in good standing, (whether in person or by other electronic or telecommunication means authorized in Article 5) shall constitute a quorum. If a quorum is not present, the meeting may be adjourned to a date not less than 14 days thereafter. The same notice shall be given for the reconvened meeting, and the delegates then present shall constitute a quorum. Section 5.10 Action By Written Consent Or Written Ballot. Action may be taken by members by written consent or written ballot in accordance with Title 11B V.S.A. §§7.04, 7.08, or successor provisions. ARTICLE 12: FINANCES Section 12.6 Merging Member Credit Unions. The current year dues calculation for Mmember credit unions having legally completed a merger by December 31 of the prior year any year must pay dues will be based on the combined prior year June 30th 5 assets of the merged member credit unions. In the case of a merger legally completed by February 15th of the current dues assessment year where merging credit unions have already paid dues calculated as separate entities, a partial dues refund will be issued to the surviving dues paying member reflecting calculation of dues for the current year as a single entity. 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 306 of the prior year.. ARTICLE 15: AMENDMENTS Section 15.1 Amendments by Delegates. The bylaws of the Association may be amended by an affirmative vote of two-thirds of the votes cast voting delegates at any regular or special meeting of the members of the Association,7 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. The bylaws may also be amended by written consent or written ballot in accordance with Title 11B V.S.A. §§7.04, 7.08 or successor provisions. 2023 Annual Meeting & Convention Association Delegate Information Sheet Dear Delegate or Alternate: The 76th Annual Business Meeting of your state credit union trade association will be held at Equinox Resort on Friday, May 19, 2023 at 3:00 PM. We offer the following information to help you be a more effective Delegate. Upon arrival at Equinox Resort on Friday afternoon, please be sure to first check-in at AVCU's Convention Administration desk in the Pre-function area on the Garden Level to receive your name badge (see attached weekend schedule and property map). WHERE AND WHEN - The Association Business Meeting will commence promptly at 3:00 PM in the Battenkill Room on the Resort’s main floor. All appointed Delegates (or their Alternates if applicable) are asked to check in with the Credentials Committee at the entrance to the meeting room starting at 2:40 PM. At this time, you will be confirmed as an official Delegate from your credit union. Please confer with your delegation prior to the meeting to be certain your appointed Delegates are present or to determine the need for Alternates. BUSINESS MEETING REPORTS - There are several reports which may be of value to you during the Business Meeting. These include the Agenda and Robert's Rules of Order, Minutes of the 75th Business Meeting, reports of the 2022-2023 Audit and Nominating Committees (all attached to this email), and AVCU, Inc. & Subsidiary 2021 Financial Statements. You may request a digital copy of the financial statements by email or ask for a printed copy at the Credentials Committee table when you check-in at the Business Meeting. We request that all Delegates be checked in and seated no later than 2:55 PM in order to determine a quorum and allow the meeting to convene promptly at 3:00 PM. DELEGATES - Per Association Bylaws, each member credit union attending the meeting is allowed two (2) votes regardless of the number of Delegates / Alternates present. Thus, a credit union which sends one Delegate may cast both of the credit union's votes in elections or other votes. ALTERNATE DELEGATES - If a designated Delegate cannot attend, a legal Alternate (as certified by the credit union's CEO) may take his / her place. The designated Alternate will be entitled to the same voting privileges as the Delegate. Alternates replacing a Delegate must inform the Credentials Committee when checking in at the Business Meeting. PARLIAMENTARY PROCEDURE - The Board Chair of the Association of Vermont Credit Unions will preside over the meeting and designate an official parliamentarian to assist. The parliamentarian may only be addressed through the presiding officer. Those wishing to speak should address the presiding officer as Madam Chair, wait until they are recognized, and then state their name and the name of their credit union prior to asking a question or making a comment that will be recorded in the meeting's minutes. In addition, when making or seconding a motion, Delegates are asked to clearly state their name and credit union in order for the recording secretary to maintain accurate minutes. The meeting will be conducted in accordance with Robert’s Rules of Order. AVCU appreciates your participation in our 2023 Business Meeting! 76th Annual Business Meeting Agenda & Rules of Order
Final report of the 2023 AVCU Nominating Committee
Report of the 2022 / 2023 Audit Committee
Minutes of the 75th Annual Business Meeting
AVCU Notice of Proposed Bylaw Change
2023 Delegate Information Sheet
