LEAGUE OF SOUTHEASTERN CREDIT UNIONS BOARD OF DIRECTORS MEETING JW MARRIOTT HOTEL ORLANDO, FLORIDA WEDNESDAY, JUNE 16, 2010 ABRIDGED MINUTES
CALL TO ORDER The League of Southeastern Credit Unions (LSCU) Board of Directors meeting was called to order at 10:30 a.m. by Chairman Rich Helber on Wednesday, June 16, 2010. Chairman Helber welcomed guests from member credit unions that were in attendance at this open meeting of the Board. LSCU President/CEO Patrick La Pine welcomed and recognized Education Department staff Joy Breedlove and Julianne Talley to the meeting and acknowledged the excellent work they had done to put together a very high-powered and successful 1stAnnual LSCU Meeting and Convention. APPOINTMENTS AND ROLL CALL Chairman Helber appointed Ms. Teresa Gray as recording secretary and asked her to conduct roll call. The following Directors were in attendance at the meeting: Mr. Ola Anise, Azalea City CU, Mobile, AL Mr. Alvin J. Cowans, McCoy FCU, Orlando, FL Mr. Rich Helber, Tropical Financial CU, Miramar, FL Mr. John Hirabayashi, Community First CU of Florida, Jacksonville, FL Mr. Brent Lister, First Florida CU, Jacksonville, FL Mr. Pat Mason, Sun Credit Union, Hollywood, FL Mr. Joe McGee, Legacy Community FCU, Birmingham, AL Mr. Greg Olmsted, Northeast AL FCU, Huntsville, AL Mr. Larry Scott, Campus FCU, Gainesville, FL Mrs. Deby Seymour, Darden FCU, Orlando, FL Mr. Bob Steensma, Five Star CU, Dothan, AL Mr. Ron Summerall, Alabama Teachers CU, Gadsden, AL Mr. Steve Swofford, Alabama CU, Tuscaloosa, AL Mrs. Linda Walker, Riverdale CU, Selma, AL Ms. Tina Williams, Mobile Educators CU, Mobile, AL Mrs. Mary Ott Wood, Florida West Coast CU, Tampa, FL ADOPTION OF CONSENT AGENDA
The Consent Agenda consisted of the March 23, 2010 LSCU Board of Directors meeting minutes, Financial Update and statements for month ending April 2010, an affiliation update and an update of the 2010 Strategic Plan. Motion made by Mr. Steve Swofford and seconded by Mrs. Deby Seymour, it was, VOTED to approve the Consent Agenda Items as written and distributed. CHAIRMAN’S REPORT Chairman Helber said it was one year ago that the Board of Directors of the League of Southeastern Credit Unions interviewed Mr. La Pine and was seated as the first President/CEO of LSCU August 3, 2009. He stated that a great deal of progress had been achieved over the past 12 months with the reorganization and needless to say with so much to be done with a consolidation of two great state leagues, business as usual wasn’t the case. He reported that a great deal of time had been utilized for the structural and legal issues, and now the Board and staff and credit union members were beginning to witness the culmination of months of tireless effort. He said that the Board was looking forward to receiving updates on the governmental affairs front and the recent Hike-theHill to Washington, DC the previous week, as well as updates on all the other areas of the League. PRESIDENT’S REPORT Mr. La Pine agreed that a great deal had been accomplished over the past year and there remained a great deal ahead of us, especially in the legislative and regulatory arena. He stated that this would be the last meeting chaired by Mr. Helber and he thanked him for all his support on behalf of the Board, the League and the credit union movement. On behalf of the Board and staff, he presented Mr. Helber with a ceremonial gavel, engraved with his name and years of service. Mr. La Pine additionally thanked Mr. Helber for his support and council during his first year at the LSCU. Mr. La Pine welcomed Board, staff and guests to the 1st Annual Convention and Exposition. Mr. La Pine went on to give a verbal report on the following topics: • • • • • • • • • • • • •
Staffing Changes LSCU’s 1st Annual Convention & Exposition (AC&E) LSCU Executive Committee Changes Affiliation Update Budget Update AL/FL Cooperative Brand Taskforce Update Chapter Leaders Retreat (May 8-9) Compensation Survey Membership Survey Foundation Review Process TriSight Update 2011 Planning Staff Recognitions
BUSINESS A. CU House Donation Honoring Dan Mica Chairman Helber reported that the LSC Board had voted at their meeting earlier in the day to donate $10,000.00 to CU House in honor of Dan Mica. He said with Mr. Mica’s retirement, he had asked that in lieu of gifts or plaques in honor of his tenure as CUNA CEO, that donations be made in support of CU House. He stated that CU House had already realized some benefits of his retirement, as they had received several donations ranging from $2,000 to $10,000. He said if approved by the LSCU Board, it was our intent to announce during the Annual Business Meeting, LSCU and LSC’s donation to CU House in his name, the total amount of $15,000. Motion made by Mrs. Linda Walker and seconded by Mr. Ola Anise to approve the recommendation of management to donate $5,000.00 to Credit Union House, LLC in the name of Mr. Dan Mica. B. LSCU Awards Committee Report Committee Chairman Steve Swofford said the Committee had met on May 20, 2010 to review nominations for awards previously established by the LSCU Board of Directors at its March 24, 2010 meeting. He stated that after a review of all nominations received, the Committee voted to approve the recommendations. The awards and recipients are listed as follows: Distinguished Service Award – Mr. Landel Casey, Guardian Credit Union, (AL) Professional of the Year – Mr. Terry West, VyStar Credit Union (FL) Credit Union of the Year – Family Security Credit Union (AL) and First Florida Credit Union (FL) Volunteer of the Year – Ms. Shannon Weekly, GulfCoast Federal Credit Union (AL) Brother’s Keeper Award – Craig Credit Union (AL) Motion was made by Mr. Steve Swofford and seconded by Mrs. Linda Walker to present the Awards at the General Session the following day. Motion carried with Mr. Brent Lister (First Florida CU) abstaining. C. Governance Taskforce Update Committee Chairman John Hirabayashi said the Taskforce had met on May 5, 2010, addressing four key items on the agenda. Those items were the membership categories and the number of credit unions within each; the current distribution of board seats within membership categories; the current dues formula; and, possible Bylaw changes. He said the group had determined there still remained a sufficient number of credit unions in each membership category to draw potential candidates to run for the Board and felt no changes were currently needed.
He stated after reviewing the board seats and the respective term expirations, it was concluded by the end of the initial Board’s term (2014), distribution of current board seats within categories would need to be adjusted to ensure compliance with the League Bylaws. He said the Taskforce discussed and recommended that the Board approve the formation of a LSCU Election Committee. It was recommended that the LSCU Chairman appoint four board members each year (two from each state) to serve on LSCU Election Committee. No Board member would serve on the Committee in a year in which his or her seat was scheduled for election. The Committee would review the current make-up of the Board by membership categories within each state, with the goal of ensuring compliance with Article III, Section 1 of the LSCU Bylaws. The Election Committee would make a recommendation to the full Board regarding which categories Board seats up for election in the current year should be designated as. There was discussion regarding the membership categories and current terms of office as well as direction of the Bylaws. Mrs. Walker said she felt that all Directors were serving because they wanted to be a part of ensuring a smooth transition during the first few years of consolidation; however, she said she felt that each one would want to comply with the Bylaws as well. Mr. Olmsted said equal representation was a very important issue in Alabama as it was instrumental as far as selling the idea of consolidation. Mr. Hirabayashi said it was felt that we should maintain the current categories, especially during the first election, as the Taskforce felt we have credibility and it would be too confusing to begin immediately making changes. Motion was made by Mr. Pat Mason and seconded by Mr. Greg Olmsted to adopt the recommendation of the Governance Taskforce to form a LSCU Election Committee and that the LSCU Governance Manual should reflect the new Committee. Mr. Hirabayashi reported that the Taskforce had been asked by a large affiliated credit union in Alabama to review the current dues formula based on several concerns they had. Those concerns dealt with the asset ranges, noting there were ten “steps” between $0 and $200m assets and none after $200m in assets. It was noted there were currently 56 credit unions that were $200m in assets and above. Another concern stated was that asset range steps did not take into consideration membership size and the third concern was there was no ceiling on dues. It was asked whether there should be a “hard cap” on dues. He said the Governance Taskforce would conduct a complete review of the current dues structure during the remainder of the year and would report any findings to the Board by
year’s end. He said the group was hesitant at this time to change the current dues structure unless there was a compelling reason to do so. He said currently any dues change would have to be revenue neutral. He also recalled that we were under a threeyear phase-in-period for Alabama credit unions to reach the same dues level as Florida credit unions. He said the group along with staff were continuing to maintain an on-going list of proposed house-keeping changes to the bylaws, however, the Taskforce would recommend no revisions at this time as the issues were not pressing enough to warrant amendments. Chairman Helber commended Mr. Hirabayashi and the Taskforce for their excellent work. D. Proposed CU-VOTE Bylaw Change Mr. La Pine stated that at the March 24, 2010 LSCU Board meeting, the Board voted to accept the remaining Alabama CU-Vote funds and establish the CU-Vote Defense Fund. He said in April 2010, the $120,000 remaining in the fund was transferred to the LSCU. Those funds were added to the $26,500 from Florida’s contribution to the Campaign for Consumer Choice that had been in a segregated account. He said this account would be reported as a separate item on the League balance sheet each month. He said management recommended changing the control of the fund from the State ACULAC Board of Trustees to the LSCU Federal PAC Board of Trustees. He said the proposed CU-Vote Bylaws had been mailed prior to the meeting denoting changes. He reminded the Directors that these funds would only be used in the event of an extraordinary legislative, legal or regulatory challenge and be dedicated to protecting credit union interests. He said that Florida had a Political Education Fund with approximately $290,000 remaining in the account. He said his intent was to investigate the legalities of moving those funds into the CU-Vote Defense account. Motion was made by Mr. Ola Anise and seconded by Ms. Tina Williams to accept management’s recommendation to change the control of the fund from the State ACULAC Board of Trustees to the LSCU Federal PAC Board of Trustees and bylaws be changed to reflect such action. E. Consolidation Update LSC EVP/COO Marvin Garland stated that a consolidation update was in their Board materials which had been sent prior to the meeting. He said everything was flowing as projected and management would continue to provide updates at each meeting. INFORMATIONAL ITEMS A. Convention Activities/Update
This has already been addressed. B. iPad Demonstration Mr. La Pine said due to time and the need for an individual demonstration, Scott Morgan would be providing a demonstration of the iPad during the Board luncheon. ADJOURNMENT Motion was made by Mr. Bob Steensma and seconded by Mr. Alvin J. Cowans to adjourn the meeting. The meeting adjourned at 1:20 p.m. Respectfully submitted,
Steve Swofford, Secretary
Teresa Gray, Recording Secretary