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2015 Annual Meeting Notice HTML

VSECU’s 68th ANNUAL MEETING
Wednesday, March 18, 2015
All public events associated with the Annual Meeting will be in held in the Governor’s Ballroom at the Capitol Plaza in Montpelier, Vermont.

AGENDA
5:00 PM – Reception with hors d’oeuvres and beverages. Meet & Greet – We Care 2 award candidates.
6:00 PM – Special Guest Speaker. Annual business meeting commences.

RIDING HIGH — THE JOURNEY TO WINNING IN LIFE
Learn how the challenges and accomplishments of a snowboarder’s life can be used to help you reach success in life at any age or at any point in your life. Hearing stories from this multi-winning Gold, Silver, and Bronze US Olympic snowboarding coach, will leave you wanting to hear more. Bud will share his journey of adventure, failure and triumph where inspiration changed reality for himself and others to achieve success.

“Do everything like it really matters. Follow that path and you can’t lose.”

Guest Speaker – Bud Keene, US Olympic Snowboarding Coach
A legendary figure in snowboarding both as a pioneer and rider, Bud is widely considered to be the best snowboard coach in the history of the sport.

Having spent his career taking something he enjoyed as a young man and then applying his skills as a master motivator, Bud has consistently inspired others to achieve their personal best. Bud has worked with some of the best action sport athletes in the world including Shaun White, guiding him to many Gold medal victories in several winter Olympic and X-Game years.

An avid outdoorsman and accomplished climber, Bud has traveled the world to experience and personally challenge himself to be his own personal best, setting world records in the process. He continues to work with people to help them get the best out of themselves with a focus on fortitude and a strong belief system. Whether he is working with athletes at camps around the world or with individuals, business leaders, or employees, his inspiration helps people to believe in themselves in order to achieve personal success.

You are encouraged to vote regardless of your ability to attend the Annual Meeting. Voting instructions are on the enclosed ballot. You can vote online, by paper ballot or cast your vote at the Annual Meeting on the following business items:

BOARD OF DIRECTORS
You are a member-owner of VSECU which means you have a say in how our credit union is run.

Our credit union is governed by a volunteer Board of Directors comprised of fellow members. We believe in and support the democratic process that gives every member the opportunity to participate and vote for the elected board.

Your voice is heard when you vote. Be sure to read about the eleven board candidates seeking election to fill the five vacancies on the VSECU Board and cast your vote.

PROPOSED MERGER
On December 17, 2014, the Board of Directors of your credit union unanimously voted to approve a proposal to merge Bennington E/E Federal Credit Union with and into VSECU.

The Plan of Merger is enclosed with this notice for your review, which contains all the material information regarding the merger of Bennington E/E Federal Credit Union into VSECU. If approved, members authorize the Board of Directors to carry out the proposal.

If the merger is approved, Bennington E/E Federal Credit Union will transfer its assets and liabilities to VSECU, the continuing credit union, and its members will become members of VSECU. As a member of VSECU, you will continue to be a member of VSECU after the merger.

We Care 2 Charitable Awards
You can vote online or by paper ballot to help direct $20,000 in charitable contributions from VSECU to the organizations you believe will positively impact Vermonters and our communities. Through our member directed giving program two organizations will each receive $10,000 to support their initiatives. This is your opportunity to voice your support and help VSECU determine how to best distribute these contribution funds.

You can learn more about each of the five organizations that have been selected by the VSECU Community Contributions Committee in this notice or online at www.vsecu.com/wecare2.

NOTE: Voting for We Care 2 charities closes at 5:00pm on March 18 as the award recipients will be announced at the meeting. Votes for We Care 2 charities will not be accepted at the Annual Meeting.

WE’RE GIVING AWAY FIVE KINDLE FIRE HD 7 TABLETS
We understand it’s difficult for some members to attend the event, where door prize drawings have been a long time tradition. When you vote and participate regardless of attending the Annual Meeting, your name will automatically be entered into a drawing to win one of five Kindle Fire HD 7 tablets.

Individual members of voting age, 16 years of age or older as of the Annual Meeting date, are eligible to vote. You can cast your vote online, by mail or at the Annual Meeting.

Members who have joined VSECU after December 31, 2014 may request a paper ballot at a branch location or by calling 802/800 371-5162. Organizations may request a ballot by having a designated agent call Julie Kimball at ext. 5189.

Entrants may alternatively send a 3×5 card with name, telephone number and address to VSECU – Annual Meeting Kindle, PO Box 67, Montpelier, VT 05601-0067. Entries must be received by 5:00 PM on March 18, 2015. One entry per person allowed. VSECU employees, volunteers and immediate family members living in the same household are not eligible to win.

BOARD OF DIRECTORS CANDIDATES
In accordance with Article VI – Elections, the Nominating Committee reviewed and selected candidates for nomination to fill vacancies on the VSECU Board of Directors. The Supervisory Committee reports that no petitions seeking nomination for election were received.

There are eleven (11) candidates for consideration to fill five (5) vacancies on VSECU’s Board of Directors.

The following biographies and personal statements are from each member-candidate seeking election to the VSECU Board of Directors. After reviewing the candidate information cast your vote in accordance with the instructions on the enclosed ballot. Your vote is important.

There is one candidate to fill the sole vacancy on the Credit Committee. Therefore, members do not need to vote and a single ballot will be cast for Helen Weed at the Annual Meeting to fill the vacancy.

BIO: John has been working since he was ten years old when he got his first job delivering newspapers. He has experience as a stay at home dad, is a sound engineer, proficient in marketing and has owned two small businesses. He managed several political campaigns, including Jeb Spaulding’s 2002 Treasurer’s race, and ran for Lt. Governor in 2014.

“I hope to serve on the VSECU board to strengthen the credit union and to increase awareness throughout Vermont of the benefits of becoming a member. I joined VSECU because it is member-owned and exists to serve our needs; we pool our resources in a not-for-profit financial cooperative that serves Vermonters. It is banking serving the needs of people, whereas commercial banks serve their own needs, despite what is best for their customers. Vermont’s economy is stronger when our money stays in Vermont. VSECU keeps economic activity local—I believe it can increase this role while protecting members’ investments. If elected to the board, I will advocate for increasing membership and for increasing awareness of the VSECU mission. I will look for ways to lower fees and to save members money wherever possible. I have a workingman’s perspective and a wealth of marketing knowledge and experience. If elected, I will be a voice on the board for the needs of all Vermonters. I will focus on promoting the advantages that VSECU membership offers to individuals, our communities, and Vermont’s economy. I look forward to serving your best interests and humbly ask for your vote.”
BIO: John is an economist at Economic & Policy Resources, Inc. and a relatively new VSECU member. He holds a master’s degree in international and development economics from the University of San Francisco and is a former AmeriCorps volunteer in Tulsa, OK. John is active in his community as a senior staff coach for Capital Soccer Club.

“Credit unions are incredibly important financial institutions in both this country and around the world. VSECU has been a strong example of what a successful credit union looks like, one that is devoted to its members and is responsible in its stewardship. I believe my experience and training as an economist would make me a valuable and unique resource on the Board of Directors. My research in the field of development economics has allowed me to examine the operational effectiveness of some of the largest banking institutions in the world as well as the smallest microfinance firms. This broad range of exposure to the various methods of borrowing and lending has provided me with an innovative and flexible view on how a cooperative like VSECU can operate. Currently working for a Vermont-based economics firm also gives me an in-depth and analytical perspective on the important economic, policy, and financial issues that face our members. I believe my knowledge and involvement in these current issues would make me a great asset to the Board and I would be grateful for the chance to apply my skills to help benefit and serve the fellow members of VSECU.”
BIO: Janet was appointed to the VSECU Board to fill an unexpired term in 2014 and is seeking election to a full term. She was a board member and served as Board Chair at PMH Credit Union through the merger with VSECU. Janet has been a member of the Southwestern Vermont Health Care finance team for the past 18 years.

“As PMH Credit Union’s Board Chair through the process of deciding to find a merger partner, reviewing the potential candidates, and choosing a partner, I learned what makes a credit union stand out from the rest. VSECU is such a credit union. VSECU’s commitment to serving its members’ needs goes well beyond providing top-notch financial services. Bennington residents for 32 years, my husband and I raised two children here. As office manager for the historic E.L. Nichols Department Store, I really enjoyed being involved in a vital part of Bennington’s downtown. I have seen many changes in Bennington over the years and know that the Bennington and Vermont economies face many challenges. VSECU can be instrumental in working with Vermonters to strengthen the Vermont economy and will need eyes and ears around the state to do so. I have been honored to serve on VSECU’s board for the past few months, filling a seat vacated by a board resignation. I would very much appreciate the opportunity to continue to represent Southwestern Vermont on the VSECU board and ask for your vote.”
BIO: Ben graduated from the University of New Hampshire with a B.A. in Economics and History, and a Minor in Business administration. He recently accepted a job at the Vermont Department of Labor as an economist, working specifically with current employment statistics after working for a local community savings bank in Vermont for seven years.

“I recently moved to Montpelier and I have been a member at VSECU for two years. Banking to me, is something that is meant to be local. Growing up I always enjoyed going into my local bank and seeing a familiar face. Now it’s no different when I go into my local VSECU branch. I believe I could be an asset to the Board in three ways. One, I could offer the perspective of a young person. I know firsthand what type of banking experience young people want. Two, from my work at the Vermont Department of Labor I am very in tune with the economic condition of Vermont. And three, I have seven years of experience working at a local community savings bank in Vermont. I have seen the public’s reaction to various banking fees, services, and products. I am eager to serve and become involved in my new community. I hope to have your vote.”
BIO: Michelle earned an Associate’s Degree in Human Services, and has been employed with the State of Vermont for over 20 years. She currently works as a Program Administrator for the Low Income Home Energy Assistance Program. She has been a member of VSECU since graduating from high school and recognizes the support it has for the community.

“I believe that it is time to get back to the heart of the matter— community—a sense of belonging and pride in it. In my personal and work life I have been seen as a facilitator, a voice of reason, a mediator, and catalyst for change. I have a desire to make sure the funds of our members are used in a way that is beneficial for all. I think I have the ties with community that gives me a voice to speak on behalf of others. Several generations of my family have been born and raised in Vermont. I take pride in my home state of Vermont and the life here with my extended family in Central Vermont. I see value in being a part of the Board to be part of change for all members.”
BIO: Chris has been a member of VSECU since
the 1990’s. He attended the Rhode Island School of Design and has been a builder and development and construction project manager. He has served on nonprofit boards, including the Central Vermont Land Trust, and is a Lister for the Town of Worcester.

“Over many years of membership VSECU has provided my family with a variety of services including home financing, savings and IRA accounts. I have worked with many different financial institutions in my role as manager of development and construction projects over several decades and have been impressed with VSECU’s continued commitment to serve. VSECU has never lost the friendly personal relationship it maintains with its members. I can safely say that this is a unique and important characteristic which must be maintained. From its humble beginnings on the corner of State Street to its current position VSECU has expanded its size and grown in the benefits it offers its members, and there is little doubt that it will continue to do so. A strong and committed Board of Directors is critical in supporting VSECU and guiding its growth and financial security. My experience in development and management, and my past roles as Board member and Board president for non-profit agencies will provide a strong background for a positive role on the VSECU Board. Participation on the Board is an important community service. I am honored to be nominated for this position and would greatly appreciate your vote.”
BIO: Kevin has a BA from Columbia University and an MA from the University of Washington. He has a wide-ranging career in environmental issues including parks management, fisheries, solid waste management, sustainable community development, international development and renewable energy. He is a founder of Catamount Solar, where he is currently the managing partner.

“I have been a VSECU member for many years. The credit union plays an important role in Vermont by providing accessible financing for home owners and businesses. Maintaining the financial health of the credit union is key to ensuring that members will continue to have ready access to credit. One of VSECU’s excellent lending programs is its VGreen loan program that provides a wide range of loan products for energy efficiency upgrades and renewable energy installations. VGreen loans are tailored to meet the individual needs of members and provide the capital needed to make these important improvements. As a VSECU board member I would work to ensure that VGreen remains a strong and viable program for the credit union. After working many years in Vermont’s solar industry, I formed Catamount Solar in 2011 as a workers cooperative—a progressive form of business organization that promotes democratic decision making and economic fairness among workers. As a credit union, VSECU is also a type of cooperative. If I am elected to the board of directors, I would like to encourage VSECU to play a greater role in supporting Vermont’s growing cooperative economy.”
BIO: Duane is co-founder of Vermont’s largest solar energy business, SunCommon, a Vermont Benefit Corporation and B Corp dedicated to people, planet and profit. Duane advanced using the power of business as a force for change during 12 years as Ben Cohen’s “Chief of Stuff” at Ben&Jerry’s. He’s a Board member of VPIRG and Vermont Businesses for Social Responsibility.

“I’ve dedicated my career of almost four decades to social and environmental change—through politics, government and non-profit advocacy. At Ben & Jerry’s, I helped advance the socially responsible business movement by launching numerous initiatives within that business, as well as creating non-profits, for-profits, and blends in between. I now bring that experience to SunCommon, a new business model that’s helping thousands of Vermonters save money by doing the right thing. Key to that innovation has been developing attractive consumer financing that works for Vermonters. As a longtime VSECU member, I’m excited by the prospect of using my entrepreneurial spirit to help serve the needs of credit union members’ families, businesses and communities. While innovating new ways of doing commerce to serve communities, I’ve gotten to collaborate with wonderful leaders in business, government, advocacy and non-profits—and would enjoy connecting those energetic contacts to the important work at the credit union. I’d be honored to bring my passion, experience and contacts to the VSECU Board of Directors.”
BIO: Bill has practiced insurance and business law with Paul, Frank and Collins since 1993. Previously, he worked in banking. Bill is a graduate of UVM and holds an MBA from the University of Michigan and a law degree from Vermont Law School. He is a trustee of the Lake Champlain Land Trust and is active in his community in coaching youth ice hockey.

“I first joined VSECU in 1992 when I served as a judicial law clerk with the Vermont Superior Court in Burlington following my graduation from law school. I have remained a member since then, and have been joined in membership by my wife and two children. VSECU has played a substantial role in the financial affairs of our family over the years, having been the source of several mortgage and car loans. Because of its importance in helping my family reach its financial goals, I feel I have an obligation to “give back” to VSECU in a substantial manner. My primary motivation in seeking election to the board is my desire to see VSECU remain a strong, fair and affordable provider of credit to Vermonters.”
BIO: Judy is an experienced VSECU Board member seeking re-election. Early in her career she served in the Vermont legislature, gained national experience as a White House Fellow, and continued work in public service. Judy held leadership positions in educational, charitable, state employee, mental health, and community organizations and is a Senior Policy Advisor for the Vermont Department of Mental Health.

“I am honored to represent you on the VSECU Board. The next three years will be very active given the challenges of growing a strong, healthy credit union for everybody who lives or works in Vermont. I ask for your vote and offer my pledge to continue working for the most positive, meaningful outcomes for you, our members and your families from all regions of the state. A director’s role involves understanding financial data and relationships unique to the credit union industry, and so much more. It spans many areas of peoples’ lives and work—their need for savings and borrowing, aspirations to own a home, goals to conserve energy, plans to send children to college, initiatives to start and/or expand a business, and strategies to prepare for retirement. I remain deeply interested in members’ input, deliberations of the board, and collaboration with VSECU leadership. Every month I look forward to the issues before the board, look for ways to positively impact credit union members, and thus the quality of life for us all. With nine years’ experience on the board, seven as Treasurer and Secretary, I’m eager to serve and respectfully ask for your vote.”
BIO: Mary has been a member of VSECU for 10 years. She holds a Bachelor’s in Healthcare Administration, a degree achieved while working full-time and being a mom. She is currently working towards her Master’s Degree. Mary is the Mammography Team Leader at CVMC and participates in her community as a basketball coach for Rumney Elementary and a past church organist/alter server.

“VSECU has been an important part of my life for the past ten years, from the first personal loan to the recent home mortgage loan. VSECU has always been there for my family’s financial needs. I believe VSECU has been the cornerstone of solid financial direction for several Vermonters, and am honored to be nominated as a candidate for the Board of Directors. I believe VSECU needs a strong team of leaders to carry them into the future. Creativity and strong guidance from the Board are key to the future success of VSECU. I believe my skills and experience in leadership as well as my managerial education will allow me to help strengthen the Board of Directors and carry VSECU into the future. I look forward to the challenges and opportunities of serving on the Board of Directors, as well as giving back to the credit union that has given so much to me and my family. I welcome the opportunity to serve the members of VSECU, and kindly ask for your vote.”

WE CARE 2 FINALISTS
The We Care 2 program is a member directed giving program in which our membership votes to determine two organizations that will receive financial support from our cooperative.

The VSECU Community Contributions Committee reviewed applications from sixty-five (65) charities located across the state of Vermont and selected five (5) charitable organizations for your consideration. Now it’s your time to vote. The two (2) organizations with the most votes will each receive $10,000.

Following is a summary of each We Care 2 finalist and a description of how the funds will be used to help support Vermonters and our communities. Follow the instructions on how to cast your ballot after reviewing each organization. Your vote can make a difference.

Please note that you will not be able to vote for charities at the Annual Meeting.

CANCER PATIENT SUPPORT PROGRAM

HOME SHARE NOW

cpspvt.org
This 15-year nonprofit was inspired by the desire of cancer survivors and other dedicated members of the community to be an essential helping hand for patients and their families when facing cancer. A range of supportive services, educational programs and emergency funding is provided for patients and their families.

The award would be used to support the CPS Emergency Fund designed to meet the financial needs of cancer patients who find themselves in financial crisis due to their illness. Funding will provide support for, but not limited to, emergency food and shelter assistance, help pay bills such as utilities, telephone, or heating costs during time of crisis, expenses related to transportation for clinic and hospital visits to deliver care, and help with the purchase of medical supplies not covered by insurance, medications, and childcare to allow a parent to get cancer care.
HomeShareNow.org
Home Share Now has been facilitating shared housing in central Vermont since 2003. Increased social interactions by way of home sharing are a benefit for isolated seniors but also home seekers who are just as apt to be lonely, especially in Vermont’s rural communities. Matches are often between people needing affordable housing and seniors who want to remain in their own homes.

Home sharing expands the possibilities for living via housing, companionship, and services seniors, people of low income, and people in transition. Outcomes combat financial insecurity, homelessness, loneliness, and declining health. Instead of market rent, services are performed by vetted home seekers in exchange for housing; some matches involve a contribution to household expenses like utilities.

Home Share Now will use the award to provide safe, secure, and affordable housing for a largely vulnerable population for 550 cumulative days.

PARTNERS IN ADVENTURE, INC. (PIA)

VERMONT WORKS FOR WOMEN

PartnersInAdventure.org
Partners In Adventure is the only organization in Vermont offering fully accessible, adaptive and inclusive programs, that partners people who are non-disabled with those who are developmentally, physically and mentally challenged. The program is designed to honor diversity regardless of physical and mental attributes.

With a belief that all people have the ability to learn, to give and to grow, PIA provides unique experiences to young people, with and without disabilities, that help them to build personal partnerships while safely exploring, lending a helping hand and learning more about the world and one another.

The award would be used to fund summer and winter camps and year-round social/recreational activities for children and young adults with disabilities and to help build more opportunities for people in Vermont communities with disabilities.
VTWorksForWomen.org
Vermont Works for Women (VWW) helps women and girls recognize their potential and to explore, pursue, and excel in work that leads to economic independence.

VWW reaches women and young girls by delivering well-established and innovative programs focused on employment readiness in nontraditional fields, equipping women on public assistance to gain stability, build self-confidence and leadership awareness, and create community awareness to “change the story” of practices, policies and stereotypes that limit economic opportunities for women and girls.

An award from VSECU would support Rosie’s Girls and Women Can Do, two programs that help middle and high school girls build confidence through hands-on exposure to carpentry, engineering, welding, and dozens of other trades and STEM careers, igniting their curiosity about who they are and what they can become.

WAR VETERANS ASSISTANCE GROUP, INC.

wvagvt.org
Formed by veterans and friends of veterans, War Veterans Assistance Group (WVAG) provides relief to Vermont vets and their families that are in need of support because of catastrophic events, mental or physical hardships, or other situations that have made it difficult to stay current on financial obligations.

With a belief that it is a privilege and honor to repay veterans for their enormous sacrifice to all, WVAG provides emergency funding to help Vermont veterans and their families for a variety of purposes, including but not limited to financial support for food, heating fuels, services, transportation, repairs, making payments that have fallen into arrears because of hardship, shelter or any service within reason to needy, deserving veterans who are currently struggling with their situation due to hardship.

The We Care 2 Award would be used for this emergency funding.

VSECU thanks all 65 organizations that applied for the We Care 2 Award for their hard work, dedication and commitment to their mission.
Purpose driven organizations make a positive difference for Vermonters and our communities.

Vermont State Employees Credit Union
One Bailey Avenue, PO Box 67
Montpelier, VT 05601-0067

802/800 371-5162
www.vsecu.com

PLAN OF MERGER
BENNINGTON E/E FEDERAL CREDIT UNION
MERGING INTO
VERMONT STATE EMPLOYEES CREDIT UNION

FIRST: Identity and Location of Merging Credit Union
The name of the merging credit union is Bennington E/E Federal Credit Union (hereinafter “Bennington E/E” or “Merging Credit Union”). The Merging Credit Union’s principal office is located at 401 Gage Street, Bennington, Vermont.

SECOND: Identity of the Continuing Credit Union, its Office Locations, Directors and Officers
(A) The name of the Continuing Credit Union is the Vermont State Employees Credit Union (hereinafter “VSECU” or “Continuing Credit Union”).

(B) VSECU has its principal office at One Bailey Avenue, Montpelier, Vermont.

© VSECU maintains branch offices in the following Vermont locations: Bennington, Berlin, Brattleboro, Burlington, Rutland, St. Johnsbury, Waterbury and Williston and also maintains a mortgage closing center in Berlin, Vermont.

(D) The Continuing Credit Union will maintain the existing office at 130 Hospital Drive, Bennington, Vermont through which it will continue to serve the membership of Bennington E/E as well as VSECU members, including those living or working in Bennington County. The Continuing Credit Union will pursue opening a street side branch in the Bennington market in 2015.

(E) VSECU’s current directors will continue to serve until the next annual meeting of VSECU members. The names, addresses, and occupations of VSECU’s current directors are as follows:

(1) Kimberly B. Cheney, Chair Montpelier Attorney
(2) Todd Bailey, Vice Chair Montpelier Executive
(3) Norman McElvany, Treasurer Williston Retired
(4) Judy P. Rosenstreich, Secretary Burlington Public Policy Administrator
(5) Jason Aldous Randolph Center Hospital Administrator
(6) Janet Hollner Bennington Hospital Administrator
(7) M. Jerome Diamond Montpelier Attorney
(8) Edward J. Friihauf Montpelier Appraiser
(9) Heather Jarvis Randolph Attorney
(10) Terence D. “Terry” Macaig Williston Retired
(11) Andrew Stickney S. Burlington Business Person

(F) VSECU’s current officers will continue to serve in their current capacities after merger. The names and address of VSECU’s officers are as follows:

(1) Robert Miller, CEO/President Shelburne
(2) Terence Field, Senior Vice President, Finance Montpelier

THIRD: Number of Shares Outstanding, Share Par Value, Capital and Share Adjustments
(A) There are 394 Bennington E/E shares outstanding and the par value of Bennington E/E shares as set forth in its bylaws is $25. There are 52,860 VSECU shares outstanding and the par value of VSECU’s shares as set forth in its bylaws is $25.

(B) The capital ratio of the Merging Credit Union will not be less than 9% on the effective date of the merger. The capital ratio of VSECU is expected to be 8.25%.

© As of the Effective Date of the merger, each member of the Merging Credit Union will be required to maintain a share balance of $25 in order to remain a member in good standing after the merger and shall be subject to the provisions of the VSECU bylaws effective upon the merger.

(D) Merging of Accounts and Services.

VSECU will convert Bennington E/E members’ accounts and services to existing VSECU accounts and services at no cost to Bennington E/E members.

  1. Bennington E/E member saving accounts will be converted to VSECU saving accounts under VSECU existing terms and conditions.
  2. Bennington E/E member checking accounts will be converted to VSECU checking accounts under VSECU existing terms and conditions.
  3. Bennington E/E member special saving accounts will be converted to VSECU special saving accounts under VSECU existing terms and conditions.
  4. Bennington E/E member club savings account will be converted to VSECU special saving accounts under VSECU existing terms and conditions after the next regular scheduled payout of the club accounts.
  5. Bennington E/E member term share certificate accounts will be converted to VSECU new term share certificates for the remaining term of the original certificate at the rates in effect at the time of conversion. At renewal, the term share certificates will automatically be deposited in the member’s share savings account.
  6. Bennington E/E member IRA savings accounts will be converted to VSECU IRA savings accounts under VSECU existing terms and conditions.
  7. Bennington E/E member IRA term share certificate accounts will be converted to VSECU IRA term share certificates for the remaining term of the original certificate at the rates in effect at the time of conversion. At renewal, the IRA term share certificates will automatically renew to a VSECU IRA term share certificate with the closest term to the renewing certificate.
  8. Bennington E/E member loan accounts will be converted to VSECU loan accounts under the terms and conditions at which the loans were originated.
  9. In accordance with all required Truth-In-Saving and other applicable regulations, Bennington E/E members will be given notification that Bennington E/E deposit product types will be discontinued effective May 1, 2015 following the Effective Date of the Merger. All covenants of Bennington E/E products will be honored until the discontinuation date unless VSECU agrees to an extension of said covenants or at the date the member converts the product, whichever is sooner. No rate or duration changes will be made to Time Deposits until after maturity.
  10. No changes will be made to the terms of existing Bennington E/E loan contracts and accounts.

FOURTH: Organizational Document Amendments
VSECU’s charter, articles of incorporation, and bylaws will govern the continuing credit union and no amendments will be made to VSECU’s charter or bylaws. Copies of VSECU’s charter and bylaws are available upon request or at the following website link: https://www.vsecu.com/personal/about/who-we-are/business-information/our-bylaws.

FIFTH: Post-Merger Field of Membership of Continuing Credit Union
(A) The field of membership of VSECU shall continue to include all persons who are eligible to be members of VSECU as listed in Article II, § 1 of its current bylaws, including, but not limited to, persons who work for or have retired from the organizations listed in Article II, § 1.1 and all persons who live or work in the Vermont counties of Washington, Orange, Caledonia, Lamoille, Chittenden, Addison, Rutland, Bennington, Essex, Franklin, Grand Isle, Orleans, Windham, or Windsor.

(B) VSECU’s field of membership will also continue to include all persons who are in the immediate family or household of a member and also the surviving spouse or party to a civil union of a deceased member.

© VSECU’s field of membership will also continue to include associations and organizations of individuals, the majority of whom are eligible for membership, partnerships in which the majority of the partners are individuals who are eligible for membership, corporations in which the majority of shareholders are individuals who are eligible for membership and such entities in which a majority of the employees are individuals who are eligible for membership.

SIXTH: Commissioner of Department of Financial Regulation and NCUA Approval Required
The merger of the Credit Unions is subject to the approval of the Commissioner of the Vermont Department of Financial Regulation, the approval of the members of each participating credit union as provided in their respective bylaws and by law and the ratification of the merger by NCUA.

SEVENTH: Rights of Dissenting Members
In the event a member of either participating credit union dissents against the merger, that member shall have the right to withdraw all funds on deposit at the respective credit union of which he, she or it is a member that are not otherwise pledged, together with interest to the date of withdrawal; provided however, that a member with an outstanding loan balance must remain a member as evidenced by the ownership of one share with a par value of $25, until the loan is paid in full. A member who does not withdraw funds before the effective date of the merger shall be deemed to have assented to the merger.

EIGHTH: Business Plan
With the merger of Bennington E/E Credit Union, VSECU expects and intends to provide local financial services to approximately 2,500 members in the Bennington region and for that number to increase over time. A comprehensive description of the services available to all VSECU members can be reviewed on the vsecu.com website. VSECU relies on physical branches, electronic and mobile channels to provide its services.

VSECU expects to continue its prudent build out of a branch network operating in all regions of the State. Including Bennington, VSECU currently maintains a branch presence in six of eight regions.

NINTH: Effective Date
The Effective Date of the merger shall be May 1, 2015.

VERMONT STATE EMPLOYEES CREDIT UNION BENNINGTON E/E FEDERAL CREDIT UNION