Annual Meeting Packet 2012
CU SERVICE CENTERS, INC. TWENTIETH ANNUAL SHAREHOLDERS' MEETING FRIDAY, NOVEMBER 9, 2012 GRAND HOTEL MARRIOTT RESORT - POINT CLEAR, AL AGENDA I. CALL TO ORDER - ROLL CALL II. APPROVAL OF AGENDA III. APPROVAL OF MINUTES IV. TREASURER’S REPORT V. CHAIRMAN’S REPORT VI. MANAGEMENT REPORT VII. BUSINESS A. Election of Board Members VIII. UNFINISHED BUSINESS IX. ADJOURNMENT
TH
19
CU SERVICE CENTERS, INC. ANNUAL SHAREHOLDERS MEETING JW MARRIOTT GRANDE LAKES ORLANDO, FL JUNE 17, 2011 ABRIDGED MINUTES
The 19th Annual Shareholders meeting of CU Service Centers, Inc. was called to order by Chairman Patrick La Pine on June 17, 2011 at 3:30 p.m. at the JW Marriott Grande Lakes Resort in Orlando, FL. CHAIRMAN’S REPORT Mr. La Pine welcomed everyone to the meeting and noted that a majority of voting shares were represented. He expressed his concerns with the lack of attendance and expressed his appreciation to those in attendance at the meeting. Though all the Board was not available to attend the meeting, Mr. La Pine introduced the CUSC Board, beginning with the officers, Linda Cencula, Vice Chairman; Shane Nobbley, Treasurer and Steve Nix, Secretary, and the remaining board members were Merrill Mann, Joe McGee, Ned McHenry, Heath Harrell and Curt Sasser. CONSENT AGENDA Mr. La Pine presented the agenda and moved its adoption with the right of the chair to change as necessary to facilitate the meeting. In the absence of Secretary Steve Nix, Mr. La Pine presented the minutes of the 18th Annual Shareholders Meeting held April 22, 2010 for review and approval. Upon motion made by Mr. Shane Nobbley and seconded by Mr. Joe McGee, it was, VOTED:
to approve the 18th Annual Shareholders meeting minutes of CU Service Centers, Inc. as written and distributed.
TREASURER’S REPORT Treasurer Shane Nobbley presented the financials for CU Service Centers, Inc. for December 2010. He reported the total operating income for 2010 was $763,871.89, a decrease of approximately $1,298 million from 2009 as the remaining outlets operated by the corporation closed. He stated that operating expenses for 2010 totaled $624,155.33, a reduction of $1,494 million from 2009 as the expenses associated with the operating outlets were eliminated. Net income for the year was $139,716.56, which was an improvement of $196,164.94 over 2009. He said as a result of the successful year, the Corporation paid dividends to shareholders totaling $33,500.00.
He reported that as of December 31, 2010, CUSC, Inc. had assets totaling $3,269,585.43, with cash of $3,203,538.28 making up 98% of the total assets of the corporation. He stated that total shareholder equity in the corporation totaled $3,183,711.33 including common stock and paid in capital of $3,350,000, negative retained earnings of $306,005.23, and the net gain for 2010 of $139,716.56. Upon motion made by Mr. Joe McGee and seconded by Mr. Steve Swofford, it was, VOTED:
to approve the Treasurer’s report as presented.
MANAGEMENT REPORT Mr. Larry Rodriguez welcomed everyone to the meeting, noting 2010 had been a transitional year for CUSC as Alabama had divested itself of the last three of the six stand-alone locations. He said that across the network, closing stand-alone facilities had become common, as many credit union outlets were continuing to open; it was becoming increasingly difficult to support the stand-alone facilities. He stated that as a result of those closings, the shareholders witnessed significant positive income for the year and thus, received a dividend. He stated that management anticipated another profitable year for 2011 as the board of directors had made and discussed many issues related to CUSC. He said, from that meeting, a strategic plan, along with a new marketing plan was produced and approved, as well as an updated management agreement that reflected the current organization. NEW BUSINESS A. Elections Ms. Cencula stated that Mr. La Pine had appointed a nominating committee earlier in the year which consisted of her as chair, and Shane Nobbley and Steve Nix serving as well. She reported that two directors’ terms were ending and those were Merrill Mann and Curt Sasser. She said that Mr. Mann had expressed interest in being re-elected and Mr. Sasser had made the decision to not seek re-election. Ms. Cencula stated that the Nominating Committee would like to offer Mr. Monte Hill for nomination to the Board and it was seconded. Mr. La Pine thanked the Nominating Committee for their service and asked three times for nominations from the floor. There were no further nominations and upon motion made by Mr. Ron Summerall and seconded by Ms. Joe McGee, it was, VOTED:
that nominations are closed and Mr. Merrill Mann and Mr. Monte Hill are elected.
Mr. La Pine welcomed Mr. Hill to the CUSC Board of Directors.
B.
Proposed CUSC Bylaw Amendments
Mr. Larry Rodriguez presented the proposed bylaw amendments, noting there were 11 amendments total. He referred to the documents that had been sent to each shareholder prior to the meeting. He asked if further clarification was needed or if there were any questions. He stated that several of the amendments were strictly housekeeping issues to reflect LSCU. He also stated that Mr. Steve Trimmier, Trimmier Law Firm, was available should anyone need further explanation on any of the proposed amendments. There was brief discussion. Upon motion made by Mr. Joe McGee and seconded by Mr. Shane Nobbley, it was, VOTED: C.
to approve the CUSC Bylaw Amendments as presented.
2011 CUSC Strategic Plan Update
Mr. Rodriquez presented an update on the CUSC Strategic Plan for 2011. Mr. La Pine thanked Larry for the reports and he briefly discussed the need to increase the attendance at the CUSC Annual Meeting. He stated that management would be discussing this and perhaps the 2012 meeting could be held in conjunction with the League’s Development Conference. UNFINISHED BUSINESS There was no unfinished business. ADJOURNMENT Mr. La Pine thanked everyone for their attendance and participation in the 19th Annual Shareholders meeting. Upon motion made by Mr. Shane Nobbley and seconded by Ms. Linda Cencula, it was, VOTED:
to adjourn the meeting.
The meeting adjourned at 3:50 p.m. Respectfully submitted,
Mr. Steve Nix, Secretary
Ms. Teresa Gray, Recording Secretary
CUSC of Alabama Executive Summary of September 2012 Operations
As of the end of September, CUSC of Alabama had assets totaling $3,647,374. Cash and Cash Equivalents and Short‐term Investments comprise 98% of the company’s assets. As of September 30, 2012, the corporation has $2,033,000 in short‐term investments. As of the end of September, CUSC has $56,679 in Accounts Receivables. This line item on the balance sheet consists of monthly transaction fees and the National CUSC network pass through fees that are billed to participating credit unions on a monthly basis. CUSC reported revenues of $42,281 as compared to a budget of $45,167 which tracked $2,886 lower than budget for the month. Year‐to‐date revenues are tracking $13,385 higher than budget. Donation expense for September tracked $5,000 higher than budget. This was the result of an unbudgeted and board approved donation to the Leave Behind Playground Project that CUNA and LSCU were assisting in raising money for that was built in conjunction with the Republican National Convention in Tampa. Meetings & Conferences tracked $2,500 higher than budget for the month of September. This is the result of timing issues between actual expenditures and budget timing period for expenses relating to CUSC exhibiting at the annual LSCU Leadership Development Conference in Mobile. In September 2012, CUSC processed 378,123 total shared branch transactions as compared to 349,210 transactions in September of 2011. This is an increase in transactions processed through the network of 28,913 transactions or 8.3%. CUSC recorded net income of $20,125 as compared to a budget of $23,912 which resulted in a ($3,788) negative net income budget variance for September. Year‐to‐date CUSC net income of $234,250 is tracking $55,085 or 30% ahead of budget for 2012. All other variances are the result of timing issues.
Respectfully submitted,
G. Scott Morgan SR VP, Finance & Administration League of Southeastern Credit Unions & Affiliates
Credit Union Service Centers, Inc. Balance Sheet September 30, 2012 Current Assets Cash Operating Cash Short Term Investments
1,534,206 2,033,000
Total Cash Accounts Receivable
3,567,206 56,679
Total Accounts Receivable Prepaid Expense Prepaid Insurance Prepaid Other
56,679
3,687 19,724
Total Prepaid Expense Net Fixed Assets
23,411 78
Total Net Fixed Assets
78
Total Assets
$3,647,374
LIABILITIES & EQUITY Accounts Payable Dividends and Patronage Rebate Payable Accrued Expenses CU Service Corp. Invoices Federal Income Tax Payable State Income Tax Payable
16,500 0 982 35,135 20,898 6,982
Total Liabilities Equity Common Stock Paid in Capital RETAINED EARNINGS Net Gain (Loss) Curent Year Total Equity Total Liabilities & Equity
80,497
67 3,349,933 (17,373) 234,250 3,566,877 $3,647,374
Credit Union Service Centers, Inc. Income Statement For the Nine Months Ending September 30, 2012
M-T-D Actual OPERATING INCOME Non-Investor Fees Licensed Service Centers Interest Income Other Income Patronage Rebates Operating Income
M-T-D Budget
Budget Variance
1,059 40,531 691 0 0 42,281
1,100 43,500 567 0 0 45,167
0 0
200 200
Total Travel
135 14 114 263
300 150 250 700
Outside Services Legal Services Data Processing CPA Services Management Service Fees Reports/Records Management Insurance/Bonds/O&S Other Outside Services Total Outside Services
500 67 1,241 6,457 671 351 218 9,505
500 250 1,350 7,000 950 350 1,000 11,400
Communications Telephone Postage Total Communications
145 247 392
(41) (2,969) 124 0 0 (2,886)
Y-T-D Actual
Y-T-D Budget
Budget Variance
477 13,082 (190) 16 0 13,385
Annual Budget
10,317 402,182 4,910 16 0 417,425
9,840 389,100 5,100 0 0 404,040
13,140 521,600 6,800 0 (130,141) 411,399
200 200
266 266
2,700 2,700
2,434 2,434
3,750 3,750
165 136 136 437
1,586 366 754 2,706
3,100 1,350 2,250 6,700
1,514 984 1,496 3,994
4,000 1,800 3,000 8,800
0 183 109 543 279 (1) 782 1,895
4,500 605 11,190 59,291 8,742 2,846 1,629 88,803
4,500 2,250 12,150 63,000 11,050 3,150 4,100 100,200
0 1,645 960 3,709 2,308 304 2,471 11,397
6,000 3,000 16,200 84,000 13,900 4,200 5,000 132,300
200 300 500
55 53 108
1,341 1,084 2,425
1,800 2,700 4,500
459 1,616 2,075
2,400 3,600 6,000
0 0
850 850
850 850
29,472 29,472
31,750 31,750
2,278 2,278
34,150 34,150
78 271 0 0 0 349
110 275 0 0 1,076 1,461
32 4 0 0 1,076 1,112
760 2,443 0 43 0 3,246
990 2,475 0 0 1,076 4,541
230 32 0 (43) 1,076 1,295
1,320 3,300 0 200 1,076 5,896
Total Facilities
69 299 368
100 300 400
31 1 32
617 2,694 3,311
900 2,692 3,592
283 (2) 281
1,200 3,592 4,792
Materials & Supplies Operating Supplies Total Materials & Supplies
77 77
150 150
73 73
1,632 1,632
1,350 1,350
(282) (282)
1,800 1,800
Programs & Conferences Meetings & Conferences Total Programs & Conferences
2,500 2,500
0 0
(2,500) (2,500)
8,556 8,556
11,000 11,000
2,444 2,444
15,500 15,500
Miscellaneous Donations Total Miscellaneous
5,000 5,000
0 0
(5,000) (5,000)
10,000 10,000
5,000 5,000
(5,000) (5,000)
5,000 5,000
Taxes & Fees Misc. Taxes & Fees Deferred Tax Expense Federal Income Taxes State Income Taxes Total Taxes & Fees
0 0 2,931 771 3,702
0 0 4,536 1,057 5,593
0 0 1,605 286 1,891
4,204 0 21,570 6,984 32,758
3,200 0 40,825 9,517 53,542
(1,004) 0 19,255 2,533 20,784
3,200 0 54,434 12,689 70,323
Total Operating Expenses
22,156
21,254
(902)
183,175
224,875
41,700
288,311
Net Income
20,125
23,913
(3,788)
234,250
179,165
55,085
123,088
OPERATING EXPENSE Training User/Outlet Training Total Training Travel Travel & Lodging Meals & Entertainment Variable Auto Costs
Advertising & Promotions Advertising & Marketing Total Advertising & Promotion Furniture & Equipment Furniture & Equipment Depr. Equipment/Lease Rental Equipment Install./ Maint. Personal Property Tax Software Fees & Maintenance Total Furniture & Equipment Facilities Insurance/POP Rent
CUSC, Inc. 2012 Nominating Committee
The following Directors were appointed to serve on the Nominating Committee: ·
Shane Nobbley, Family Security Credit Union – Chairman · Joe McGee, Legacy Community Credit Union · Monte Hill, Family Savings Credit Union
There are currently three director positions open for election with a three year term. The following Directors up for re-election are: · ·
Linda Cencula, Alabama Telco Credit Union · Heath Harrell, Guardian Credit Union Ned McHenry, Alabama State Employees Credit Union