Nomination of Director Candidates for Asset Category Three, Region One (assets greater than $250M) Nominations due Thursday, March 28, 2019

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1 DATE: March 14, 2019 TO: FROM: SUBJECT: All League Member Credit Unions In Region one, Asset Category Three Attention: CEO or Manager James Boyd, Secretary Nomination of Director Candidates for Asset Category Three, Region One (assets greater than $250M) Nominations due Thursday, March 28, 2019 A vacancy has occurred on the Board of Directors of the Cornerstone Credit Union League in Asset Category Three, Region One credit unions with assets greater than $250 million. In accordance with the Cornerstone Credit Union League ( League ) Bylaws, Article VI, Section 4 (d), and the Policies and Procedures established by the Board of Directors, as a member of the League in Asset Category Three, you have the right to nominate one League director candidate within your credit union s region and asset category based on your credit union s total assets on June 30, 2018, as reported to your regulatory agency. Term The person elected to fill this vacancy will serve the remaining term of this director position which ends following the adjournment of the League Annual Meeting in April of Eligibility To become an eligible candidate as a League director, the individual must be: (1) either senior level management staff or an elected or appointed official of the member credit union which he/she is representing, which credit union must be in the asset category for which the director is elected and maintain its principal office within the region from which the director is elected, and (2) a member of a League member credit union. Definitions The following definitions shall apply to individual credit union officers: (1) Senior level management staff means an individual having a title of branch manager, general manager, vice president, CFO, president, CEO or similar positions at the credit union. (2) President or CEO means a credit union president or chief executive officer regardless of whether elected or appointed. (3) Elected or appointed official means a voting member of the board of directors, credit committee or supervisory committee of a member credit union. (4) Represent or representing means being a senior level staff manager or an elected or appointed official at the present time, and any individual is still qualified to be elected and to continue to hold office as a director even if representing a different member credit union from the credit union he/she was representing when nominated or when elected, so long as P.O. Box , Dallas, Texas / 6801 Parkwood Blvd., Suite 300, Plano, TX

2 the credit union he/she is representing has its principal office in the region in which he/she was elected and is within the same asset category and he/she has a qualifying position with the credit union. Director Responsibilities & Time Commitment see attached document describing a League director s responsibilities, experience and commitment as adopted by the League board. Instructions for Submitting a Nomination 1. In order to make a nomination, your credit union must authorize a person to complete the Nomination and Consent Form on your credit union s behalf. This person must be either a senior level staff employee or an elected or appointed official of your credit union. Nominations must be made by utilizing the attached Nomination and Consent Form and Nomination Seconding Form. 2. In order for the League to verify eligibility the Nomination and Consent Form must include: (1) the nominee s complete name and credit union position. (2) the nominee s signed consent. 3. Nominations are required to have a second, using the Nomination Seconding Form. Persons seconding a nomination must be a qualified person from a different credit union in the nominee s asset category and region. 4. Both the Nomination and Consent Form and the Nomination Seconding Form must be received at the Cornerstone Credit Union League by Thursday, March 28, 2019, no later than close of business at 5:00 p.m. CDT. Forms may be sent separately and in the following manner: (a) U.S. Postal Service or express mail or personal delivery to the following address: ATTN: Linda Cates, Corporate Secretary Cornerstone Credit Union League 6801 Parkwood Blvd., Suite 300 Plano, TX (b) or by facsimile to or to lcates@cornerstoneleague.coop. NOTE: The League will send you an acknowledgement upon receipt of your forms. 5. A detailed biographical description must be completed by each candidate and received by the League s Corporate Secretary no later than Thursday, March 28, Attached is the Candidate s Profile & Director Information Questionnaire for this purpose. Once all the requirements for candidacy have been met, the names of candidates will appear on the ballot in order of the date the Nomination and Consent Form is received. Placement on the ballot will be determined by drawing for all forms received on the same date. If there is only one qualified nominee for the asset category director position in a region, no voting needs to be conducted and the candidate nominated is automatically elected as director in accordance with the League Bylaws. Upon completion of the nomination process, if there is more than one nominee, the League will prepare and send an election ballot to all credit unions within the region. Election Ballots will be distributed either by USPS or ed electronically the week of April 1, 2019, to member credit unions in Asset Category Three, Region One with detailed instructions for voting. Election ballots will be tabulated by the League s independent audit firm. P.O. Box , Dallas, Texas / 6801 Parkwood Blvd., Suite 300, Plano, TX

3 If you have any questions after reading this information, please contact the League at ext or and ask for Linda Cates (the League s Corporate Secretary) or Jack Blachly at Ext (the League s General Counsel). Please state that your question is regarding League Director nominations. Included with the call for nominations of Asset Category Three, Region One League Director: List of eligible League Member CUs in your Region and asset category Description of League Board of Directors Composition & Director Qualifications; Director Responsibilities, Experience & Commitment Nomination and Consent Form Nomination Seconding Form Candidate s Profile & Director Information Questionnaire P.O. Box , Dallas, Texas / 6801 Parkwood Blvd., Suite 300, Plano, TX

4 I Cornerstone Credit Union League Board of Directors NOMINATION AND CONSENT FORM FOR ASSET CATEGORY THREE, REGION ONE DIRECTOR TERM Total Assets reported to regulator as of June 30, 2018 NOMINATIONS MUST BE RECEIVED BY THE CORNERSTONE CREDIT UNION LEAGUE (BY EITHER USPS MAIL, FAX, OR PERSONAL DELIVERY) NO LATER THAN 5:00 p.m. CDT on Thursday, March 28, 2019 employee, of TO BE COMPLETED BY THE NOMINATOR Region One, wish to place in nomination the name of for the position of League Director for the following Region:, an elected or appointed official, or senior level staff Credit Union, which is in Asset Category Three, Region 1 South East Texas The nominee is (designate one): An elected or appointed official of Position held A president or CEO/Manager of A senior level management staff employee of Position held Nominee is a representative of the following League member CU: Credit Union Credit Union Credit Union Authorized Signature of Nominator Title TO BE COMPLETED BY THE NOMINEE Nominee s Consent: I,, have examined the information on this form, confirm that it is correct and that I have the consent of the credit union I will be representing, and hereby consent to being nominated to the above position. Nominee s Signature Nominee s Direct CU Phone Line: Nominee s Cell Phone Number: NOTE to Nominee: Please complete your Candidate Profile Form. All forms must be received by March 28, 2019 (they can be submitted separately) to the League Corporate Secretary To: Cornerstone Credit Union League Attn: Linda Cates, Corporate Secretary Either by mail: PO Box , Dallas TX Or by Facsimile: Or by lcates@cornerstoneleague.coop

5 Cornerstone Credit Union League Board of Directors For Asset Category Three Director Term NOMINATION SECONDING FORM For REGION: One, Asset Category Three NOMINATION SECONDS MUST BE RECEIVED BY THE CORNERSTONE CREDIT UNION LEAGUE (BY EITHER USPS MAIL, FAX, OR PERSONAL DELIVERY) NO LATER THAN 5:00 p.m. CDT on Thursday, March 28, 2019 ONE (1) NOMINATION SECONDING FORM IS REQUIRED FROM THE NOMINEE S REGION AND ASSET CATEGORY. THE PERSON FROM THE SECONDING CREDIT UNION AND THE PERSON FROM THE NOMINATING CREDIT UNION MUST BE FROM DIFFERENT CREDIT UNIONS in the same region and asset category as the candidate. I, an elected or appointed official, or senior level staff employee, of Credit Union, which is in the Region checked below, SECOND THE NOMINATION of (name) for the position of League Director for the following region: Region 1 South East Texas By: Authorized Signature of Seconder Date Position at Seconding Credit Union: To: Cornerstone Credit Union League Attn: Linda Cates, Corporate Secretary Mail: PO Box , Dallas TX Or Facsimile: Or lcates@cornerstoneleague.coop

6 Cornerstone Credit Union League Board of Directors For Asset Category Three Director Term Candidate s Profile & Information Questionnaire For Region: One, Asset Category Three Candidates must complete type or print and return this Questionnaire to the Cornerstone Credit Union League Office by close of business at 5:00 p.m. CDT, March 28, 2019 Candidate s Name: (as it should appear on the Ballot) Candidate represents Credit Union: (credit union name and city) Candidate s position At this Credit Union: (title) In 100 words or less, provide the information you wish to appear on the Candidate s Profile accompanying the election ballot: Date Candidate Received By: March 28, 2019 Return To: Cornerstone Credit Union League Attn: Linda Cates, Corporate Secretary by mail: PO Box , Dallas TX by Facsimile: OR by lcates@cornerstoneleague.coop

7 League Board of Directors Composition & Qualifications Number: 18 Directors; three from each of the six regions; and, each director from a region represents one of three designated asset categories. Assets are defined as total assets reported as of June 30, 2018 by each credit union to its regulator. Terms: 3 years and staggered. Asset Category Three as follows: Arkansas: Assets of more than $100 million. Oklahoma: Assets of more than $500 million. Texas: Assets of more than $250 million. The term of a Director begins immediately after the adjournment of the Cornerstone Credit Union League annual membership meeting following the director s elections. Qualifications: Each director elected must be: (1) Either senior level management staff or an elected or appointed official of the member credit union which he/she is representing, which credit union must be in the asset category for which the director is elected and maintain its principal office within the region from which the director is elected, and (2) A member of a member credit union. Director Responsibilities, Experience & Commitment It is the responsibility of the Board of Directors to strive to support and uphold the mission of the Cornerstone Credit Union League ( League ). The following outlines the expectations for a director elected to the Board. Experience: It would be highly desirable for a Director candidate to have experience serving as a member of a credit union or other credit union organization board (such as a chapter or CUSO). A director candidate should be willing and able to devote substantial time and effort to the credit union system at the expense of themselves and their organization and be able to support and encourage their colleagues to support the mission, vision, products and services of the League. While a director is elected by and from a specific asset category within a region, each League board member is serving for the betterment of the entire credit union system and is not representing only those credit unions within his/her region and asset category. Time Commitment: Regular League board meetings are held in-person throughout the year. Generally, regular meetings are quarterly; i.e., the months of March, June, September and December. A fifth meeting is the Board s organization meeting following the annual meeting in April. With regard to regular meeting attendance: Directors are to have no more than two (2) consecutive unexcused absences or a total of four (4) unexcused absences from the above meetings during a 3-year term. Unexcused absences exceeding these parameters are referred to the Board and the Board may declare the position vacant.

8 Excused absences relate to death of a family member, or a health matter personally or that of an immediate family member, or the director is under subpoena to appear in court or jury duty. The minutes will record absences that are excused. The schedule for regular board meetings in a calendar year is determined several months prior to the first regular meeting of the upcoming year. Additionally, from time to time special board meetings are called; these may be held inperson or telephonically. Further, directors could expect to be appointed to at least one League committee. Total time commitment for a board member with a committee appointment during a year can be estimated between 10 to 15 days. Duties Responsibilities: Directors have two basic duties. The first duty of directors is to exercise due care in holding their office on the board. In general, this means directors must give adequately of their time and pay attention to the League s affairs. Specifically, directors are required to attend as many board meetings as possible to stay informed about the League s business, such as reading the materials provided by staff in advance of meetings; by coming prepared to ask good questions and ask for more information if necessary; by staying generally abreast of credit union development, such as by reading other materials and publications from the League and other sources; and by exercising independent judgment on matters that come before the board. This approach of due care must be applied to all of the League board s responsibilities, such as approving the League s strategic plan, annual budget, the annual evaluation of the CEO, the adoption of positions on key legislative and regulatory issues and other general policies on how the League organization conducts its operation. The second duty of a director is to be loyal to the League. Basically, this means disclosing any conflict of interest a director may have in accordance with the League conflict of interest policy. When necessary, directors have a duty to refrain from participating in any Board decision that may involve divided loyalties on the part of that director. Being loyal also means that, if an opportunity comes along that would help the League, the director will do his/her best to make that opportunity available to the League ahead of him or herself or anyone else. Finally, it means that when acting in capacity as a League director, the person will always do what is in the League s best interest even if that means doing something different than a director would do as a representative of his/her asset category in the region. The board is entrusted with powers, which include areas such as appointing a CEO, supporting the organization s mission and goals, overseeing the financial well-being of the organization and reviewing and/or recommending governance issues. Included with Call for Nominations for Term.

9 CREDIT UNION ADDRESS CITY ST ZIP FIRST LAST PHONE ASSETS AMOCO FCU PO BOX 889 Texas City TX Shawn Bailey (409) ,448,380 Brazos Valley Schools CU PO BOX 676 Katy TX Yvonne Kershner (281) ,878,612 DuGood FCU PO BOX Beaumont TX Jada Kelley (409) ,853,208 Education First FCU 7025 Eastex Fwy Beaumont TX Keith Brenek (409) ,159,473 First Service CU PO Box Houston TX David Bleazard (713) ,684,777 FivePoint CU PO BOX 1366 Nederland TX Erik Shaw (409) ,841,645 Gulf CU PO BOX 848 Groves TX Ronald Burkhalter (409) ,815,342 Houston Police FCU 1600 Memorial DR Houston TX Ayn Talley (713) ,200,450 Houston Texas Fire Fighters FCU PO BOX Houston TX Steve Gilman (713) ,337,326 JSC FCU PO Box Houston TX Brandon Michaels (1104) 2,172,593,299 MCT CU PO BOX 279 Port Neches TX Thad Angelle (409) ,576,762 Members Choice CU PO BOX Houston TX Randy Theilig (281) ,978,200 Mobiloil FCU PO Box Beaumont TX John Doucet (409) ,710,662 Neches FCU 776 Magnolia Ave Port Neches TX Jason Landry (409) ,823,746 People's Trust FCU 413 Bastrop ST Houston TX Angela McCathran ,272,044 PrimeWay FCU PO BOX Houston TX Annette Zimmerman (713) ,857,227 Schlumberger Emp CU 205 Industrial Blvd Sugar Land TX Harold Ottis (281) ,162,920 Shell FCU PO BOX 578 Deer Park TX Jose Rodriguez (713) ,036,478,779 Smart Financial CU 6051 N Course DR Houston TX Larry Seidl lseidl@smartcu.org (713) ,330,907 Texas Bay CU Fuqua ST Houston TX Jesse Gutierrez jgutierrez@tbacu.org (713) ,100,072