CU*Answers Annual Meeting Meeting Minutes

CU*Answers Annual Meeting

Meeting Minutes

Stockholders

Present at the meeting were representatives from:

1. AAC Credit Union 2. AAA Federal Credit Union 3. Affinity Group Credit Union 4. Alpena Alcona Area Credit Union 5. ATL Credit Union 6. Brewery Credit Union 7. Bridge Credit Union 8. Calcite Credit Union 9. Community Star Credit Union 10. Community Credit Union 11. Day Air Credit Union 12. Delta County Credit Union 13. Des Moines Police Officers Credit Union 14. Detroit Metropolitan Credit Union 15. Element Federal Credit Union 16. First Financial Credit Union 17. First Trust Federal Credit Union 18. First United Credit Union 19. FOCUS Credit Union 20. Forest Area Federal Credit Union 21. Fox Communities Credit Union 22. Frankenmuth Credit Union 23. Greater Metro Federal Credit Union 24. Greensboro Municipal Federal Credit Union 25. Honor Credit Union 26. Isabella Community Credit Union 27. Kent County Employees Credit Union 28. Monroe County Community Credit Union 29. Port City Federal Credit Union 30. Quest Federal Credit Union 31. River Valley Credit Union 32. Safe Harbor Credit Union 33. San Antonio Citizens Federal Credit Union 34. Sarasota Municipal Employees Credit Union 35. SB Community Credit Union 36. Service 1 Federal Credit Union 37. Services Center Federal Credit Union 38. Sioux Empire Federal Credit Union 39. TBA Credit Union 40. Thornapple Credit Union 41. Tri Cities Credit Union 42. Unison Credit Union 43. United Educational Credit Union 44. VacationLand Federal Credit Union 45. Western Districts Members Credit Union

CU*Answers Annual Stockholders Meeting JW Marriott Grand Rapids Grand Rapids, MI 49503 June 18, 2014 8:00 P.M. ET

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CU*Answers Annual Meeting

Absent from the meeting were representatives from: `

1. Advantage Credit union 2. Aeroquip Credit Union 3. Alpena Community Credit Union 4. Awakon Federal Credit Union 5. Bay Area Credit Union 6. Besser Credit Union 7. Best Advantage Credit Union 8. Big Dutch Fleet Credit Union 9. Birmingham Bloomfield Credit Union 10. Bissell Employees Credit Union 11. Chief Financial Federal Credit Union 12. Chiropractic Federal Credit Union 13. Clarkston Brandon Community Credit Union 14. Community Driven Credit Union 15. Community First Federal Credit Union 16. CorePlus Federal Credit Union 17. Credit Union Plus 18. Cumberland County Federal Credit Union 19. East Traverse Catholic Federal Credit Union 20. EdCo Community Credit Union 21. Evergreen Credit Union 22. Farm Bureau Family Credit Union 23. FEDCom Credit Union 24. Filer Credit Union 25. Firefighters Credit Union 26. First Ohio Community Credit Union 27. Florida Hospital Credit Union 28. Generations Family Federal Credit Union 29. Governmental Employees Credit Union 30. Gratiot Community Credit Union 31. GR Consumers Credit Union 32. Grand Rapids Family Credit Union 33. Great Lakes Members Credit Union 34. Greater Niles Credit Union 35. H.P.C. Credit Union 36. Harris County Federal Credit Union 37. Heartland Credit Union ? Madison 38. Heartland Credit Union ? Springfield 39. Horizon Community Credit Union 40. Horizon Utah Federal Credit Union 41. Illinois Educators Credit Union 42. Kalsee Credit Union 43. Kellogg Community Federal Credit Union 44. Kenowa Community Federal Credit Union 45. Lake Community Credit Union 46. Lake Huron Credit Union 47. Lake State Federal Credit Union 48. Lakeshore Federal Credit Union 49. Lakeview Credit Union 50. Lenco Credit Union 51. Lower East Side People's Credit Union 52. Madison County Federal Credit Union 53. Michigan Coastal Credit Union 54. MidUSA Credit Union 55. Muskegon Co-Op Federal Credit Union 56. Muskegon Governmental Employees Federal Credit Union 57. Muskegon Consumers Power Credit Union 58. Newaygo County Service Employees Credit Union 59. North Central Area Credit Union

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CU*Answers Annual Meeting

60. Northern Hills Federal Credit Union 61. NorthStar Credit Union 62. Northwest Consumers Federal Credit Union 63. Oak Trust Credit Union 64. Ohio Catholic Federal Credit Union 65. Parkside Credit Union 66. Pathways Financial Credit Union 67. Peninsula Federal Credit Union 68. Preferred Credit Union 69. Progressive Credit Union 70. Prospera Credit Union 71. Public Service Credit Union 72. Ripco Credit Union 73. Rogue River Community Credit Union 74. Superior Choice Credit Union 75. Tahquamenon Area Credit Union 76. Thunder Bay Area Credit Union 77. Washtenaw Federal Credit Union 78. West Michigan Credit Union 79. West Michigan Postal Service Federal Credit Union 80. Western Division Federal Credit Union 81. Wexford Community Credit Union

Quorum present? Yes

Others Present were representatives from: 1. Randy Karnes, CU*Answers, CEO 2. Tricia Karnes 3. Bob Frizzle, CU*Answers, CFO 4. Jody Karnes, CU*Answers, CIO 5. PJ Haehnel, CU*Answers, VP Administration 6. Stephanie Hufford, CU*Answers, Executive Administrative Assistant 7. Melinda Haehnel, CU*Answers, VP Marketing & Public Relations 8. Patrick Sickels, CU*Answers, Internal Auditor 9. Laura Welch-Vilker, CU*Answers, Education Coordinator 10. Scott Page, CU*Answers, EVP Sales/Marketing 11. Scott Collins, CU*Answers, In-House Sales/ Xtend 12. Geoff Johnson, CU*Answers, EVP Client Interactions 13. Jim Vilker, CU*Answers, VP of Professional Services 14. Martha Anderson ? CU*Answers VP Delivery Services 15. Joe Tomaszewski, Crowe Horwath 16. Vic Pantea ? Pantea Consulting 17. Brad Garrison ? Security Credit Union 18. Chris Bowman ? Security Credit Union 19. Darin Higgins ? Western Illinois Credit Union

Call to Order

Chairman Chris Butler, Community Credit Union, LaCrosse, WI, called the meeting to order. He welcomed everyone to the JW Marriott and thanked everyone for coming.

Minutes

The minutes of the June 19, 2013, Annual Meeting were reviewed.

Action Item: A motion by Barb Mills, Calcite Credit Union, and supported by Glenn Kretchmer, ATL Credit Union, was made to accept the minutes of the June 19, 2013, Annual Meeting. Motion passed.

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CU*Answers Annual Meeting

Chairman's Comments

Echoing last year's "Building a Cooperative" theme, Chairman Chris Butler said there was no one better than this group to envision a transformation for the next decade. "Transformation can occur while no one's watching...or be engineered by those looking forward." He encouraged participants to engage the power of ownership and get involved in engineering our future. "Take advantage of your CUSO and the opportunities it provides."

He welcomed 14 new owners; First Financial CU, Greater Niles Community FCU, Brewery CU, Bay Area CU, Kellogg Community FCU, United Educational CU, First Ohio Community FCU, chiropractic Federal CU, KALSEE CU, Lakes Community CU, Monroe County Community CU, Greensboro Municipal FCU, Washtenaw FCU and Chief Financial FCU. Our CUSO continues to grow. He thanked the Board of Directors and the CU*Answers staff for their dedicated work.

Election of Board

Regular Election The nominating committee this year included Don Mills (Chair), Alpena Alcona Area CU, Alpena, MI; Chris Butler, Community CU, LaCrosse, WI; and Scott McFarland, Honor CU, St. Joseph, MI. There are 126 Class A shareholders entitled to vote at this meeting. A notice of the meeting, proxy statement, and form of proxy were mailed/emailed to all shareholders on May 6, 2014. Don Mills, Nominating Committee Chair, announced there were two (2) director positions available. The two (2) incumbent candidates were running for re-election uncontested. The candidates are Vickie Schmitzer (Incumbent), Frankenmuth CU, Frankenmuth, MI, and Dean Wilson (Incumbent), FOCUS CU, Milwaukee, WI The candidates were introduced and each said a few words.

Action Item: A motion by Scott McFarland, Honor CU, and supported by Don Mills, Alpena Alcona Area CU, was made to cast a unanimous ballot to re-elect the candidates. Motion passed.

The candidates were re-elected unanimously.

Financial Statement

Bob Frizzle reviewed the Financial Statement and presented "A Look at the Numbers." The presentation was also distributed to all stockholders present. For those not able to attend, the presentation will be posted on the CU*Answers website. Joe Tomaszewski, Crowe Horwath, LLP, was available for any questions. The Accounting Top Ten Focus Group along with the CFO Strategies Roundtable (inaugural meeting) was held in March. The $35K Debenture offering is maturing as of June 30, 2014, and will be repaid to the participating credit unions.

Action Item: A motion by Don Mills, and supported by Scott McFarland, was made to accept the Financial Statement as presented. Motion passed.

CEO Comments

The theme for the CEO's comments this year was, "Strategic Priority #1: Reaching for More Opportunity." Randy Karnes promised that over the next decade CU*Answers and the network would reach for more opportunity by finding opportunities to put ourselves to work. "We are the builders of this cooperative business. We

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CU*Answers Annual Meeting are the people who design the engines that identify opportunity ? with the intent to harvest that opportunity for our customer-owners. Can we prioritize opportunity? Can we transform our designs to fit, so we can continue to succeed in the next decade?" Randy thanked everyone for the great year.

Miscellaneous

Employment Contracts have been renewed for Randy Karnes and Jody Karnes.

Action Item: A motion by Scott McFarland, Honor Credit Union, and supported by Jeff Jorgensen, Sioux Empire Federal Credit Union, was made to adjourn. Motion passed.

_________________________________________________ Christopher P. Butler, Chairman

__________________________________ Vickie Schmitzer, Secretary

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