OAS FCU Fifty Fifth Annual Meeting

May 22,2019

Call to order and start of meeting.
With quorum reached, Ms. KC Soares, Chair, called the meeting to order at 12:10 pm. She highlighted that the theme of this year’s Annual Meeting was WE ARE ONE. This year we are celebrating and welcoming the organizations that have recently become part of the Credit Union’s field of membership. She extended a warm welcome to National Geographic Society, the Human Rights Campaign, Women in Film and Video, Team People, Sodexo, Allied Universal, and Disney–which includes National Geographic Partners.

The following represented the Credit Union on the dais:

Board members – K.C. Soares, Chair; David Rojas, Vice Chair; Lynn Swenson, Treasurer; Laura Martinez, Secretary; Anna Chisman; Stella Villagran; Jeff Hertrick; and Cynthia Miller.
Others: Katherina Diaz, Chair of the Supervisory Committee; Desiree Valera, Chair of the Credit Committee; Teresa Bustamante, Member of the Nominating Committee; and Carlos Calderon, CEO.

Ms. Soares welcomed the members present, those attending via webcast, and special guests: Mr. Allen DeLeon, C.P.A., OAS FCU’s external Auditor from DeLeon and Stang; Mr. Richard Pajeski, Mr. Freddy Tellería and Mr. Mauricio Herbas from Cetera Advisor Network; Mr. Boris Fernandez from Worldwide Network Coverage.

Approval of the 2018 meeting minutes.
Ms. Soares allowed a few moments to review the minutes of the 54th Annual Meeting held on May 24, 2018, which had been distributed at the beginning of the meeting. No one raised concerns or objections.

It was moved and seconded to approve the minutes as presented. Members in attendance unanimously approved the motion.

Reports.
Ms. Soares invited all members to read this year’s Annual Report, available on the Credit Union’s website. She also announced that Mr. Calderon had been named CEO of the Year for credit unions under $250 million in assets by the National Association of Federal Credit Unions (NAFCU), and asked for a round of applause in his honor.

3.1 Ms. Soares presented the 2018-2019 Chair’s Report. The highlights of the year were the three major projects in which the Credit Union embarked during the year:

– New Online and Mobile Banking
– New Lending Platform
– New Brand Identity: a modern logo, vision and mission, new environmental presence, increased consciousness of our social responsibility

She also noted that this year the Credit Union has received several awards such as:

– Marketing – Complete Campaign (CUNA)
– Marketing – Re-Brand, New Brand Identity (CUNA)
– Marketing – Website Redesign (CUNA)
– Lending – CUMA’s top Mortgage Producer – Silver Award

Ms. Soares highlighted the success of the Credit Union’s volunteer program. This year the Credit Union embarked in developing the leadership capacities of selected volunteers and preparing younger generations of volunteers through a Leadership Training Program based on four pillars: personal development, interpersonal & team work, understanding OAS FCU, knowledge of credit union history and other industries involving cooperatives. The Credit Union has also incorporated in its new website information about the volunteer program, which includes an online volunteer application form.

Ms. Soares proudly mentioned a list of Credit Union’s best practices such as:

– Holding the Annual Future Thinking Retreat;
– Helping credit unions recover from natural disasters;
– Establishing training programs;
– Making long-term strategic plans;
– Hosting visitors from other countries such as Philippines, Kenya and Mexico; and, supporting credit unions in Puerto Rico in collaboration with our partner Inclusiv in the Juntos Avanzamos initiative.

Finally, Ms. Soares thanked all volunteers, and Management and the Staff for their work and service to the employees of more than thirty organizations which encompasses our field of membership (FOM).

3.2 Ms. Desiree Valera presented the Credit Committee Report. The number of loans disbursed during 2018 was 2,019 for a total amount of $39,499,751. The loan portfolio, as of December 2018 totaled $117,611,958—a 6.6% increase compared to the previous year. The Credit Committee reviewed 776 applications and approved 95% of them. Ms. Valera gladly informed that the Credit Union — for the fourth consecutive year—received an award as top mortgage producer by the Credit Union Mortgage Association (CUMA), this year the Credit Union received the Silver Award. The Credit Union successfully launched two new programs:

– First Time Homebuyer Program with $0 down payment;
– Lifestyle Loan – Signature loan.

Ms. Valera concluded her report by thanking the Board of Directors, management, and the Lending Department staff for their support. She invited members to consult with the Credit Union first when in need to borrow funds.

3.3 Ms. Lynn Swenson presented the Treasurer’s Report. She highlighted that, even though 2018 was a year of many changes because of the merger and the conversion to a new core system, the Credit Union maintained its focus on financial stability. Equity and other key indicators had been reinforced: equity increased by $1.5 million to $18.2 million; net-worth ratio increased to 7.97% in December 2018 and stood at 8.13% at the end of April 2019; deposits and loans increased in $19.5 million and $7 million respectively. Overall, the Credit Union experienced almost 10% growth in our total assets to $240.1 million. While most of the growth in 2018 was due to the merger, the Credit Union had been growing steadily over the years and will continue to grow at a steady pace.

Ms. Swenson noted that the Credit Union’s goal is balanced growth. Even with the investment in the new core system, which was a major expenditure, income at the end of the year was $1.5 million.

She assured members that in 2019, ALCO and management would watch closely the development of the interest rates and related risk, as many experts forecast a decline in rates either in 2019 or early 2020; in any case, the Credit Union is in a good position as its loan and investment portfolios are strategically well balanced.

Ms. Swenson thanked the members of her Committee for their work and dedication; and reminded the membership that the Credit Union’s success is their success.

3.4 Ms. Katherina Diaz, Chair of the Supervisory Committee, presented the Supervisory Committee Report. The CPA firm DeLeon & Stang completed the 2018 annual audit of the Credit Union’s operations and of members’ accounts. Their report supplied a non-qualified, clean opinion. In addition, as in prior years, the CPA firm Clifton-Larson- Allen LLP performed an examination on our Automated Payments and Credit Systems (ACH), Bank Secrecy Act (BSA) compliance, S.A.F.E. Mortgages Licensing Act compliance, and UIGEA (Unlawful Internet Gambling Enforcement Act). The results of the audit reflected that the Credit Union remained in full compliance.

During 2018 the Committee continued to be involved and vigilant in the operations of the Credit Union. It responded to the issues and complaints members voiced via web access and conducted surprise tellers’ cash counts. The Committee assigned random monthly surprise checks to the internal auditor, in order to assert that internal controls are working and to verify procedures, compliance and improvements in the quality of services to our members.

Ms. Diaz reminded members that all concerns can be addressed directly to the Supervisory Committee, by submitting them via email to supervisory@oasfcu.org, and assured them that all contacts to the Committee are handled in a confidential manner. She concluded by thanking the members and the Board of Directors for the trust placed in the Supervisory Committee.

3.5 Mr. David Rojas, co-Chair of the Technology Committee, presented the Technology Committee Report. He reported that the Credit Union is at the forefront of technology, bringing members the latest and greatest solutions no matter where they are in the world. The initiatives that this committee has been working on are:

– New core system
– Online and Mobile Banking solution
– New website
– Two projects related to Blockchain technology
– Apple Pay and Samsung Pay
– Cybersecurity and protecting the credit union from threats
– Modernizing the telephone system.

Mr. Rojas highlighted that the Credit Union continues to be in full compliance with all security audits. The Credit Union will continue to provide members with smart, secure, accessible and intuitive solutions no matter where they are in the world. Finally, he reminded members to follow OAS FCU on Twitter, Facebook and to check out the blog. Mr. Rojas thanked all the committee members for their work.

3.6 Mr. Allen DeLeon presented the External Audit Report, noting that in 2018 assets grew from $218 million to $242 million – this growth was partially due to the merger and partially due to internal growth. Net income was $1.5 million; Mr. DeLeon noted that even though expenses were higher in 2018 because of the core conversion and other projects, the Credit Union was able to absorb these costs and have a successful year from the earnings standpoint. DeLeon & Stang gave the Credit Union a “clean opinion”, meaning that the financial records and statements were fairly and appropriately presented, and in accordance with Generally Accepted Accounting Principles (GAAP) on its December 31, 2018 financial statements. Internal controls showed no weaknesses to report. Mr. DeLeon thanked management and the Supervisory Committee for their support with the audit.

3.7 Mr. Carlos Calderon presented the CEO Report. He noted that the core conversion triggered some momentary inconveniences for some members. He explained that the Credit Union took all the input and feedback received from members and used it to fix and/or improve the processes accordingly. Mr. Calderon thanked the members for their ongoing feedback.

3.8 Ms. Teresa Bustamante, Member of the Nominating Committee, presented the Nominating Committee Report. The Committee’s main activities in 2018 were: volunteer recruitment, incorporating a volunteer application form on the Credit Union website, compliance with the responsibilities of the nominating committee and the 2019 elections.

The activities and the process to select the candidates for the 2018-2019 election cycle started in October 2018; this activities follow the 2019 eVoting Schedule which is on compliance with NCUA’s regulatory requirements. The Nominating Committee delivered to the Board the list of six nominees for the Board of Directors: Ian Edwards, K.C. Soares, Jeff Hertric, Cynthia Miller, Magaly Roth, and Lynn Swenson; and five for the Credit Committee: Jennifer Hoogdorp, Ilcia Rivas, Desiree Valera, Doris Lamas and Juan Sebastian Ordonez. The Nominating Committee was proud to report that most of the candidates nominated for this year’s elections are current volunteers. Official voting period began on April 10th at 12:00am E.T. and ended on May 15th at 5pm E.T.

Ms. Bustamante thanked all candidates who agreed to run in this year’s elections; and proudly informed that for the period 2018-2019, the committee welcomed eleven new volunteers, of which five are from National Geographic. Finally, Ms. Bustamante thanked the Board for its ongoing support.

All reports were accepted as presented.

Election Results.
The Chair of the Supervisory Committee, Ms. Katherina Diaz, presented the election results.
The three candidates elected to serve on the Board of Directors for a three-year term were:

– K.C. Soares
– Lynn Swenson
– Jeff Hertrick

The two candidates elected to serve on the Credit Committee for a three-year term were:

– Desiree Valera
– Juan Sebastian Ordonez

The candidate elected to serve on the Credit Committee for a one-year term was:

– Doris Lamas

Acknowledgements and Annual Meeting attendees’ prizes.
Carlos Calderon presented the eVoting prize winners; afterwards the drawing for members that registered online took place, and finally the drawing for the door prizes.

Mr. Calderon thanked all the volunteers and the Board for their dedication, the membership for their trust and support, and the staff for their hard work and commitment to the Credit Union’s vision and promise. He also extended special thanks to the OAS Department of Press and Communication and the Department of Conference and Meetings for their assistance before and during the Annual Meeting.

Adjournment.
There being no other business, the meeting was adjourned at 1:20 p.m. by Ms. K.C. Soares, Chair of the Board of Directors.