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INFORMATION SESSION

A Candidate Information Session is scheduled for 12:00pm Saturday, February 15, 2014

in the Credit Union building.

If you require further information on the process, please contact:

Kelly Thomas CEO

Grand Forks Credit Union

Direct Telephone: (250) 442-4009 or

Facsimile: (250) 442-5644 or

E-Mail: kthomas@gfdscu.com Please confirm your attendance by Wednesday, February 5, 2014 with Kelly Thomas, or Samantha Vaugeois, Executive Assistant, at 250-442-4004 or svaugeois@gfdscu.com.

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Information for Nominees for Board of Directors for Grand Forks Credit Union

Thank you for your interest in becoming a member of the Grand Forks Credit Union Board of Directors. This Nomination Kit contains primary documents for you to consider in letting your name stand for election.

Part 1

Part 1 of this package includes information specific to the Grand Forks Credit Union including:

Our Vision Statement, Promise and Strategic Direction Our Strategic Objectives Our Corporate Philosophy Desirable attributes for Board Members That portion of the Credit Union’s Rules related to Director nominations and

elections Our most recent Annual Report

Part 2

The following forms must be completed in their entirety and provided to:

Board Development & Nominations Committee Grand Forks Credit Union Box 2500 Grand Forks BC V0H 1H0 By: February 21, 2014 -- *last day nomination period* Nomination Checklist Nomination Form – to be eligible for election, you must be nominated by three existing Credit Union members in good standing

Statement of Consent To Act As Director (initial pages 1 & 2, sign page 3)

Code of Ethics for Directors

Director’s Disclosure Statement Personal Information Return

Acknowledgment: Personal Bankruptcy and Criminal Records Check A current resume which contains:

Biographical information

Occupation/employment history

History of volunteer work, past and current service as a director of any organization including any exposure to cooperatives

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QUALIFICATION To qualify, members must be in good standing (that is, owning the required number of equity shares and being no more than 90 days delinquent in any obligation to the Credit Union) for the past 12 consecutive months. A candidate must be nominated in writing by at least three members in good standing of the age of majority. The nomination must include the signed acceptance of the candidate. Potential directors are required to complete a prescribed Personal Information Return and file it with the Superintendent of Financial Institutions before commencing duties as a Director. Within a year of election, directors must complete mandatory training on several financial topics. The complete training plan is enclosed in this package.

PHILOSOPHY

We believe: That individuals have a right to participate in the ownership, control and direction of their organization through a Board of Directors elected in accordance with the co-operative principle of one member, one vote. That the democratic principle of responding to the wishes of the majority while respecting the views of the minority must prevail. That the co-operative alternative is an effective way of providing financial services, maintaining economic stability and promoting member asset growth. That we are committed to the pursuit of total quality operations through continuous improvement. That GRAND FORKS CREDIT UNION must strive to be effective and socially responsive in fulfilling obligations to members and the community as a whole. In the universal cooperative principles of:

1) Voluntary and Open Membership 2) Democratic Member Control 3) Member Economic Participation 4) Autonomy and Independence 5) Education, Training and Information 6) Co-operation among Co-operatives 7) Concern for Community

VISION STATEMENT We will be the first choice for financial services for residents of the Boundary region. We will be seen and acknowledged as a regional asset and builder of our communities.

OUR PROMISE From generation to generation, our valued co-operative principles make us a truly unique community-minded banking institution. Our staff is qualified, professional and friendly. We provide creative, trusted financial solutions to the people of the Boundary.

STRATEGIC DIRECTION We are focused on building strong, durable and sustainable relationships with our members. We will achieve this with talented staff, efficient operations, high quality partners and a commitment to community.

STRATEGIC OBJECTIVES

Financial Performance and Profitable Growth The primary means to achieving and maintain our strategic objectives is through the profitable growth of our book of business. It is through this growth that we acquire the financial means to ensure we can continue to deliver the products, services and prices in a way our members expect from their financial services provider. Member Engagement Engaging our members through superior member relationship management is a member centric way of doing business. Supporting member engagement through the delivery of products, price and service expectations: the right product at the right price, through the right delivery channel with the right service level. Employee Engagement Our competitors can duplicate almost everything we offer except the capability and commitment of our employees. The human resource or “people” policies and practices followed by GFCU are designed to promote a culture that acknowledges people as a key strategic resource by attracting, developing and retaining skilled, innovative and dedicated employees. Operational Efficiency Operational efficiencies and innovation lead to minimized waste and maximized resources in order to deliver quality products and service to our employees and members. Optimally, it is striking a balance of technology application and people effort to reengineer the way we do business to satisfy our member’s needs and organizational effectiveness. Continuous innovation allows us to seek change for the better. Community Engagement Differentiating ourselves in the marketplace is a strategy for membership retention and growth. Helping our residents, members and non-members, better understand that we are more than providers of financial products and services helps us differentiate from other financial service providers. This imperative is intended to focus on increasing opportunities for GFCU to hear and integrate the ‘member voice’ into our product development, service delivery, and resource allocation. It is further intended to focus us on continuing to inform and educate our communities about the value and benefits of living with a community Credit Union in our midst.

GRAND FORKS CREDIT UNION

DESIRABLE ATTRIBUTES FOR BOARD MEMBERS Directors provide guidance to management while representing the interests of the members. The role of directors requires dedication, good judgment, excellent decision-making skills, time commitment and an understanding of GFCU and the financial services industry. Although eligibility requirements to stand for election to GFCU’s Board are legal requirements that must be met, the following attributes are desirable: BELIEF that the BEST INTERESTS OF GRAND FORKS DISTRICT

SAVINGS CREDIT UNION AND ITS MEMBERS is the primary reason for all Directors to serve as members of the Board

Committed to the PHILOSOPHY AND VALUES of a Credit Union Ability to see LONG TERM AND “BIG PICTURE” relevance of decisions which

Directors are asked to consider and effect Clear understanding of the FIDUCIARY RESPONSIBILITY undertaken by an

individual participating on the Board of Directors of a financial institution with assets of over two hundred million dollars

Willing and able to make TIME COMMITMENTS by preparing for Board

Meetings and working with Board Committees Proven LEADER in the community, willing to take on the role of ambassador,

representative and promoter of GFCU Committed to PERSONAL DEVELOPMENT by completing the Credit Union

Director Achievement Program and by regularly participating in subsequent Director training.

Familiar with the LEGAL REQUIREMENTS related to real, perceived or potential conflict of interest and the reporting requirements under the Financial Institutions Act

Prepared to become a PRIMARY USER of services to Grand Forks Credit Union, in

support of this organization EXPERIENCE WITH OTHER BOARDS, Committees and Community

Organizations Reflects the particular skills and experience required for STRONG BOARD

BALANCE

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RULE 4 – Directors and Management 4.1 Director Elections to be Held – Each year, directors shall be elected to replace

those whose terms expire and a director whose term expires is eligible for re-election.

4.2 Term of Office – Except as to the first election of directors or where an election

is held to fill the unexpired portion of a term, directors shall be elected to hold office for 3 years.

4.3 Terms Determined by Number of Votes – Where any offices of directors being

filled at any election are for different lengths of terms, the term of each person shall be determined in proportion to the number of votes he or she receives, the person receiving the greatest number of votes to hold office for the longest term, provided that if there are 2 or more persons having an equal number of votes their election or terms of office as the case may be shall be determined by lot; but, if there is an election by acclamation, the Chair of the Nominations Committee shall either determine the respective terms of the persons so elected or direct that the terms be determined by lot.

4.4 Eligibility for Election as Director – A member in good standing on the date

nominations close, other than a person disqualified by Rule 4.5, shall be eligible for election as a director.

4.5 Disqualification of Candidates – A person who:

a) is a person disqualified from becoming or acting as a director pursuant to the Company Act, the Financial Institutions Act, or the Credit Union Incorporation Act;

b) is or becomes a paid employee of the credit union or an affiliate of the credit

union or the spouse, child or step-child, parent, daughter-in-law, son-in-law, father-in-law or mother-in-law of a paid employee of the credit union or an affiliate of the credit union;

c) was an employee of a credit union or an affiliate of a credit union during the

one-year period prior to the date that nominations for the office of director under these Rules closed;

d) is an employee, officer or director of a bank, trust company, loan company,

savings and loan association, deposit-taking institution, lending institution, investment dealer, mortgage broker, or of another credit union (other than a director of a central credit union) or a subsidiary of any of them except where that person has been requested or authorized in writing by the directors to serve as a director of a bank, trust company, loan company,

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savings and loan association, deposit-taking institution, lending institution, investment dealer, mortgage broker, other credit union or a subsidiary of any of them;

e) has not been a member in good standing of the credit union for 12

consecutive months; or

f) has been in default under any obligation to the credit union during the past 60 months (and for this purpose a member is also in default if he or she failed to pay a demand debt within five days after a demand for payment of a debt for which he or she is liable as a covenantor, guarantor or indemnitor after demand for payment)

is not eligible to be nominated for election or to hold office as a director and, if holding office as a director, shall vacate office forthwith. If, while holding office, a director ceases to be a member in good standing or if a director fails, without being excused, to attend regular meetings of directors for three consecutive months in which meetings are held, that person shall vacate office forthwith.

4.6 Personal Information Return – Before commencing duties, a director shall

complete and submit to the superintendent the personal information return in the form prescribed by the Financial Institutions Act, disclosing the prescribed information.

4.7 Nominations Committee – At least 120 days before an annual general meeting,

the directors shall appoint a Nominations Committee of not less than three members, who shall be natural persons and not junior members, and who may, but need not, be directors, provided however, that no director whose term of office is expiring at the annual general meeting next following the appointment of the committee may serve as a member of the committee.

4.8 Nominations – At least 90 days before an annual general meeting, the

Nominations Committee shall:

a) notify all members of the credit union that an election of directors is to take place, specifying the number of positions which are to be filled;

b) advise all members that, for purposes of being eligible to vote in the election,

a person must be a member, other than a junior member, in good standing 90 days prior to the date on which balloting is to commence; and

c) invite the submission to it, in writing, for consideration, the names of

proposed candidates, prior to the date on which nominations shall close which shall be specified in the notice, and which date shall be not less than 30 days from the date of the notice.

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4.9 Number of Nominations per Member – No member, unless he or she is a member of the Nominations Committee, may nominate more than 1 candidate in respect of an election of a director or directors.

4.10 Eligibility to Vote – Only a member in good standing who is not a junior member

is eligible to cast a ballot in an election of a director or directors. 4.11 Voting by Businesses and Organizations – A member of a credit union who is

not an individual may vote in an election of directors by an individual who:

a) is not a member, and

b) by written authorization deposited with the credit union, is authorized to vote on behalf of that member.

4.12 Declaration of Candidate Required – Before the name of a person is placed in

nomination as a candidate for election as a director, that person shall deliver to the Nominations Committee a declaration, in writing, stating that the member is willing:

a) to stand for election, and if elected, to serve as a director;

b) to observe the provisions of the Credit Union Incorporation Act, the

Financial Institutions Act, and the Company Act, as applicable;

c) to comply with the directors’ conflict of interest guidelines adopted by the directors, from time to time; and

d) to observe the Rules of the credit union and procedures relating to the

election and the conduct thereof. 4.13 Acceptance of Nominations – The Nominations Committee shall examine each

nomination received and determine whether the nomination complies with the Financial Institutions Act and these Rules, and shall accept each nomination of a member qualified to be a candidate whose nomination is in order and reject each nomination which is not in order or that does not comply and notify each nominee accordingly and, forthwith after the date on which nominations close:

a) place in nomination the names of qualified candidates at least equal to the

number of vacancies to be filled in the election;

b) place in nomination the names of other candidates nominated in writing by at least 3 members in good standing of the age of majority;

c) inform each candidate of the provisions of these Rules with respect to the

conduct of the election and provide to each candidate a copy of the Rules of

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the credit union and any determinations of the directors relating to elections and the conduct thereof; and

d) request that each candidate complete the personal information return required

to be submitted to the superintendent pursuant to the Financial Institutions Act.

4.14 Acclamation – If the number of qualified persons nominated for the offices for

which the election is to be held is less than or equal to the number of offices to be filled, the persons so nominated shall be declared by the Nominations Committee to be elected by acclamation.

4.15 Notice of Election to Members – Where an election is to be held, the

Nominations Committee shall forward, at least 30 days before the annual general meeting, to all members of the credit union entitled to vote:

a) a photograph, resume and policy statement if submitted by a candidate for

election pursuant to Rule 4.29;

b) clear and precise instructions for voting;

c) advice of the date(s) and time(s) during which voting in the election shall take place;

d) advice of the place(s) at which polling in the election shall take place;

e) a list of conditions under which members will be eligible to vote in the

election;

f) advice of the right of each member to request in writing, not less than 10 days prior to commencement of voting, a ballot which may be cast by mail instead of being cast at a polling place;

and where the member requests a mail ballot:

g) a ballot listing, alphabetically, the names of all nominees;

h) a ballot envelope which will ensure confidentiality;

i) a ballot authentication envelope with space for the name, address, branch,

membership number, and the signature of the member;

j) an addressed envelope bearing the address of the registered office of the credit union; and

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k) clear instructions for casting the ballot and return thereof by Canada Post or personal delivery, specifying the day on which the ballot must be received by the credit union in order to be counted.

4.16 Method of Voting – Voting in an election of directors may be by voting in person

at any branch office of the credit union on 6 business days ending not less than 5 days before the annual general meeting, by electronic means on 6 business days ending not less than 5 days before the annual general meeting and/or by mail ballot upon receipt of a member’s written request within the manner and within the time provided in Rule 4.15(f).

4.17 Appointment of Returning Officer – The directors may appoint a returning

officer. 4.18 Qualifications of Returning Officer – A returning officer appointed under Rule

4.17 may, but need not, be a member of the credit union but the returning officer shall not be an employee of the credit union.

4.19 Appointment 60 Days in Advance – Where a returning officer is appointed, he

or she shall be appointed at least 60 days prior to the date on which voting in an election is to commence.

4.20 Engagement of Resource Persons – The Nominations Committee and, where

applicable, the returning officer may engage such other resource persons as the directors and the Nominations Committee or returning officer agree are required to conduct the election in a proper manner.

4.21 Validity of Ballots – In an election of directors, a ballot may contain votes for

fewer than the number of directors required to be elected. 4.22 Replacement of Ballots – If a member who is entitled to receive a ballot does not

receive a ballot or loses or destroys his or her ballot before it is cast, then, prior to the close of balloting, on declaration by the member that the ballot was not received or has been lost or destroyed and that the member has not cast a ballot in the election, a new ballot shall be made available to that member, together with such information as was provided to other members entitled to vote in that election.

4.23 Voting, Counting, and Announcement of Results - The returning officer or, if

there is no returning officer, the Nominations Committee shall supervise the election of directors and:

a) may require a member to provide proof and particulars of membership and

may require a member to provide a declaration that the member has not previously cast a ballot in the election then in progress;

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b) shall obtain all ballots and, after the close of balloting, shall cause a tally to be made of all ballots, such tally to be made in a manner that ensures the secrecy of the balloting;

c) shall determine whether a ballot is be accepted or rejected and, such

determination is final and not open to review; and

d) shall announce the results of the election, including total number of ballots cast, the number of spoiled ballots and the number of votes obtained by each candidate.

4.24 Posting of Election Results – An alphabetic listing of the candidates and the

number of votes received by each shall be posted in each office of the credit union as soon as the results of the ballot have been announced and shall remain posted for three clear business days.

4.25 When Directors Take Office – Subject to the Financial Institutions Act, a person

elected as a director shall take office at the close of the annual general meeting next following his or her election, or if the election results with respect to the election of that person are not determined by the close of the annual general meeting, then as soon thereafter as the results are determined provided that, for the purpose of determining that person’s length of term, he or she shall be deemed to have taken office at the close of the annual general meeting.

4.26 Tie Vote – If, in an election of directors, two or more persons receive the same

number of votes and if that number of votes is the lowest number that would elect a director in that election, then the unfilled term of office shall be determined by lot.

4.27 Campaigning Rules – The directors may, from time to time, determine the

method and manner in which candidates shall be permitted to campaign for election and candidates shall campaign in accordance with the method and manner as determined by the directors.

4.28 Conduct of Candidates – No candidate shall interfere with the election process

or seek assistance in connection with the election from any employee of the credit union.

4.29 Candidate’s Submission – A candidate may submit a photograph of the

candidate, a resume and a statement not exceeding, in the aggregate, 250 words, setting forth the candidate’s biographical information, occupation, credit union affiliation, experience and qualifications, which statement shall be reviewed by the Nominations Committee and may be rejected by the committee if the committee considers it to be lacking in good taste, defamatory, injurious to the reputation of the credit union, or if it exceeds 250 words.

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4.30 Statement of Disclosure – Every director shall, forthwith after his or her election as a director of the credit union, file with the Conduct Review Committee a statement of disclosure in the form established by the Conduct Review Committee disclosing any conflicts of interest which he or she may have.

4.31 Number of Directors – The number of directors of the credit union shall be 9,

but if that number is reduced by death, resignation, disqualification or removal from office or by failure to elect or appoint a director pursuant to these Rules, the remaining directors, save as provided by any other provision in these Rules, shall have all of the power of the directors until the vacancy or vacancies caused thereby have been filled by appointment or election.

4.32 Appointment to Fill Vacancy – Where a casual vacancy occurs among the

directors, or, for any reason, the office of director is not filled in an election, the remaining directors may appoint a qualified person to fill the vacancy. Any person so appointed shall hold office until the close of the next annual general meeting.

4.33 Number of Directors Less than Quorum – Where the number of directors of a

credit union is reduced below the number fixed by, or pursuant to Rule 4.39 as the quorum for directors, the continuing directors may act for the purpose of filling the vacancies up to that number, or of summoning a general meeting of the credit union, but for no other purpose.

4.34 Election of Officers – The directors shall meet within 30 days after each annual

general meeting and shall elect from their own numbers a chair and vice-chair and, subject to Rule 4.41, may appoint such additional officers as they consider necessary.

4.35 Frequency of Meetings - The directors shall meet at least 9 times in each year

and not less frequently than once in each quarter. 4.36 Calling Meetings – The chair may call a meeting of the directors at any time and

shall, within 14 days of receipt of a written request of three directors, call a meeting of the directors.

4.37 Notice of Meetings – Reasonable notice of a meeting of directors specifying the

place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the directors at his or her address as it appears on the books of the credit union or by leaving it at his or her usual business or residential address or by telephone, facsimile or any method of transmitting legibly recorded messages. It shall not be necessary to give notice of a meeting of directors to any director:

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a) who is at the time not in the Province of British Columbia; or

b) if such meeting is to be held immediately following a general meeting at which such director shall have been elected or is the meeting of directors at which such director is appointed.

Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any director shall not invalidate the proceedings at that meeting.

4.38 Waiver of Notice – A director may waive, in writing, notice of any past or

present meeting of the directors. 4.39 Quorum – A majority of the directors shall constitute a quorum but a lesser

number may adjourn from time to time until a quorum is obtained. 4.40 Director with Conflict Counted in Quorum – A director who is interested,

directly or indirectly, in a proposed contract or transaction with the credit union may be counted for the purposes of the quorum required by Rule 4.39.

4.41 Appointment of Other Officers – The directors shall appoint the president, the

secretary, the general manager, and may appoint or authorize the appointment of such additional employees as may be required for the proper operation of the credit union.

4.42 Duties of Vice-Chair - In the absence of the chair or his or her inability for any

cause to act or in case the office of the chair becomes vacant, the vice-chair shall discharge the duties of the chair.

4.43 Rules of Order – Subject to the Credit Union Incorporation Act and the

Financial Institutions Act, the directors may adopt rules of order governing their conduct but, where no rules are adopted, the current edition of “Robert’s Rules of Order Newly Revised” shall be used.

4.44 Meetings by Telecommunications – A director or a committee member may

participate in a meeting of the directors or any committee of the directors by means of conference telephones or other communications facilities by means of which all directors or committee members participating in the meeting can hear each other, provided that all such directors or committee members agree to such participation. A director or committee member participating in accordance with this Rule shall be deemed to be present at the meeting and to have so agreed and shall be counted in a quorum therefore and be entitled to speak and vote thereat.

4.45 Consent Resolution – A resolution, whether or not in counterpart, consented to in

writing by all directors or all the members of a committee and filed with the minutes of the directors or the committee shall be valid and effectual as if it had

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been passed at a meeting of the directors or of the committee, duly called and constituted.

4.46 Audit Committee – The directors shall annually appoint at least three of their

number as the Audit Committee. 4.47 Investment and Loan Committee – The directors shall annually appoint an

Investment and Loan Committee. 4.48 Conduct Review Committee – The directors shall annually elect three of their

number as the Conduct Review Committee. 4.49 Delegation of Powers – Subject to the Credit Union Incorporation Act, the

Financial Institutions Act and the BC Business Corporation Act, the directors may delegate any of their powers to committees consisting of such persons as the directors think fit, and to such officer or officers as the directors think fit, and may from time to time revoke such delegation.

4.50 Terms of Reference – Any committee formed under Rule 4.49 shall, in the

exercise of the powers so delegated, conform to any terms and conditions that may from time to time be imposed upon it by the directors.

4.51 Committee Proceedings – The meetings and proceedings of any committee

consisting of two or more persons shall be governed by the provisions herein contained for regulating the meetings and proceedings of the directors so far as the same are applicable thereto and are not superseded by any regulations made by the directors under Rule 4.50.

4.52 Committee Reports - Every committee shall report to the next succeeding

meeting of the directors all business dealt with by the committee since the last preceding meeting of the directors.

4.53 Indemnification of Directors – Subject to the limitations contained in the

Financial Institutions Act, the credit union shall indemnify:

a) each director and officer of the credit union;

b) each former director and officer of the credit union; and

c) each person who acts or who has acted at the request of the credit union as a director or officer of a corporation of which the credit union is or was a member or creditor;

against all costs, charges and expenses, including an amount paid to settle any action or proceeding or satisfy any judgment, reasonably incurred by the director or officer or person for any civil, criminal or administrative action or proceeding

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to which the director or officer or person is made a party by reason of being or having been a director or officer of the credit union or corporation, if the director or officer of the credit union or corporation acted honestly and in good faith with a view to the best interests of the credit union and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer of the credit union or corporation had reasonable grounds for believing that his or her conduct was lawful, and, if the director or officer is required to include in income or in the income of that individual’s estate, any payment made under this indemnification for the purpose of determining income tax payable by the director or officer, the credit union shall pay an amount by way of indemnity that will fully indemnify for the amount of all liabilities herein described and all income taxes payable as a result of the receipt of the indemnity payment.

PPaarrtt 22

GRAND FORKS CREDIT UNION

NOMINATION FORM is hereby nominated for position of (Please Print Name)

DIRECTOR OF GRAND FORKS CREDIT UNION

1 Name (Please Print) 2 Name (Please Print) 3 Name (Please Print)

Address Address Address

Address Address Address

Signature Signature Signature

Membership Number Membership Number Membership Number

Phone Number Phone Number Phone Number

Date Date Date

Office Use Only: Nomination Form Received on 20 at a.m./p.m. By:

1

CONSENT TO ACT AS DIRECTOR

To: Grand Forks Credit Union And to: The Directors thereof: I, the undersigned candidate for election as a Director of Grand Forks Credit Union, acknowledge and do hereby certify that: 1. On January 21, 2014; I was a member of the Credit Union and was of the full age of nineteen

(19) years. 2. I am neither an employee of the Credit Union Deposit Insurance Corporation, an auditor or

solicitor of a credit union, nor a public servant concerned by my duties with the affairs of a credit union.

3. I am neither a director, officer, owner, nor an employee of any institution or business that is

engaged in activities in which the Credit Union is engaged. 4. I acknowledge that no person may hold office as a Director of a credit union if he or she:

(a) is an undischarged bankrupt; (b) is or has been convicted in the Province of British Columbia or elsewhere of an

offence in connection with the promotion, formation or management of a corporation involving fraud, unless five (5) years has elapsed since the latest of (i) the expiration of a period fixed for suspension on passing of sentence; (ii) the imposition of a fine; or (iii) the conclusion of a term of imprisonment and probation, provided that the

disability imposed by this paragraph (b) ceases upon a pardon being granted under the Criminal Records Act (Canada);

(c) is found to be a lunatic or of unsound mind. 5. Except as expressly permitted by the Credit Union, I will not campaign on any Credit Union

premise or in any manner that impedes entrance to or exit from Credit Union property. 6. I will not interfere with or seek assistance in connection with the election from an employee

of the Credit Union. 7. If elected, I will observe and comply with the Conflict of Interest Guidelines and Code of

Ethics prescribed for Directors. 8. If elected, I will comply with the Credit Union Incorporation Act with respect to training. 9. In order to discharge my duties as a director, I have the necessary skills regarding computer

literacy and that I have secure access to a computer and to the Internet. 10. I know of no reason why I may not hold office as a Director of the Credit Union.

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And, if elected, I hereby do agree to abide by the following: Attend all regular and special meetings of the Board when notified, unless prevented by

circumstances beyond my control. Participate to the best of my ability in determination of policy and other matters coming

before the Board, give full attention to problems of the credit union and vote on all issues submitted or proposed for Board action.

Consider the business of the Credit Union and its members to be confidential in nature. Give all assistance possible to my colleague board members, appointed officers,

management and employees of the credit union in the discharge of the duties of their offices. Disclose any conflict of interest to the Board and refrain from voting on issues related to

such conflict, should I ever find myself under obligation to any other group or organization that may create such conflict with the credit union.

Attend the Credit Union's annual strategic planning session, Board training sessions as well

as other informational/educational sessions. Continually seek to learn more about the Credit Union organization and its services and

about my individual responsibilities as a board member. I also understand that no person who:

a) is or becomes a paid employee of the credit union or an affiliate of the credit union or the spouse, child, step-child, parent, daughter-in-law, son-in-law, father-in-law or mother-in-law of a paid employee of the credit union or an affiliate of the credit union;

b) was an employee of a credit union or an affiliate of a credit union during the one-year

period prior to the date nominations for the office of director under these Rules closed;

c) is an employee, officer or director of a bank, trust company, loan company, savings and loan association, investment dealer, deposit-taking institution or another credit union (other than a director of a central credit union) or their wholly-owned or controlled subsidiaries except where that person has been requested or authorized in writing by the directors to serve as a director of a bank, trust company, loan company, savings and loan association, investment dealer, deposit-taking institution, lending institution, other credit union or subsidiary;

d) has not been a member in good standing of the credit union for 12 consecutive months

is eligible to hold office as a director and, if holding office as a director, that person shall vacate office forthwith. If, at any time while holding office a director ceases to be a member in good standing, that director shall vacate office forthwith.

3

I hereby consent to be nominated for the position of director on the Board of Grand Forks Credit Union. Signature Date Membership # Your signature on this form indicates that you have reviewed all of the information in the Nominee’s Package. Your signature also authorizes GFCU to obtain a credit report, conduct a criminal records name check, and gather any other information deemed relevant by GFCU. In the event that further consent is required to enable GFCU to obtain such information, you agree to provide such consent upon request. Failure to provide such consent may disqualify you as a candidate. Furthermore, your signature on this form represents consent for GFCU to consider the information gathered when determining the eligibility of a nominee as a candidate on the GFCU Board.

This information will be held in strict confidence. We use the information you provide about yourself solely for consideration to sit on the Board of Directors of Grand Forks Credit Union. This information may be shared with regulatory authorities.

1

CODE of ETHICS for DIRECTORS

A director, in discharging the office of director of GFCU, shall

1. Act honestly, in good faith and in the best interests of GFCU;

2. Exercise the care, diligence and skill of a reasonably prudent person under comparable circumstances;

3. Take into account the interests of members, depositors, and those to whom the

directors owe a fiduciary duty;

4. Keep informed of the policies, business and affairs of GFCU and of the statutes and rules to which GFCU is subject and by which it is governed;

5. Deal with fellow directors, officers and employees of GFCU openly, honestly and

in good faith;

6. Make available to, and share with, fellow directors and officers of GFCU all information as may be relevant and properly disclosed to ensure the proper conduct and sound operation of the business and affairs of GFCU;

7. Treat in confidence all matters and information involving GFCU;

8. Not enter into any transaction in which the director makes use of confidential

information;

9. Ensure the policies of GFCU adopted by the Board of Directors are accurately and clearly communicated to the employees of GFCU, as necessary, to ensure that the actions and conduct of the business and affairs of GFCU are conducted and carried out in accordance with those policies;

10. Comply with the Conflict of Interest Policy for Directors;

11. Request such information through the Board of Directors from officers and

employees of GFCU as may be necessary to permit the full discharge of duties of a director and ensure that accurate records and minutes are maintained with respect to the conduct and discharge of the business of GFCU.

2

12. Conduct his/her personal financial affairs, and, if applicable, those of his/her company(s) whether the accounts are with GFCU or with any other financial institution in a manner fitting his/her role as a Director, ensuring that all obligations are current and that sufficient funds are kept on deposit to ensure that no cheques are returned as “insufficient funds”.

I acknowledge that I have read and considered the Code of Ethics for Directors of GFCU and agree to conduct myself as a director in accordance with and abide by that Code of Ethics. If I shall be found by my fellow directors to have been in default of the Code of Ethics or to have acted contrary to the Code, I may be subject to sanctions by my fellow directors including, without limitation, a request for my resignation from my office as director. I further acknowledge that the duties and responsibilities contained in the Code of Ethics are in addition to any other duties or responsibilities imposed by law upon a director of GFCU and that the Code of Ethics shall in no way relieve me from complying with any such laws or with any rule of GFCU. Signature of Director Date

1

CONFLICT OF INTEREST

Each and every Director has an obligation of loyalty to the Credit Union and should subordinate his or her personal interest when they conflict with, or threaten to conflict with, the best interests of GFCU. Each and every director of GFCU will declare all actual or potential conflicts that may arise between (i) their duty to the Credit Union and (ii) their personal obligations, other fiduciary duties or financial interests (direct or indirect). These conflicts will be reported to the Conduct Review Committee of the Board of Directors. A Director should not engage directly or indirectly, as a director, officer, employee, consultant, partner, agent or major shareholder in any business or undertaking that competes with, does business with or seeks to do business with the Credit Union except with the express written approval of the Conduct Review Committee. A major shareholder is defined as a person who owns (directly or indirectly) more than ten percent of the issued and outstanding equity of a company. With respect to restricted or related party transactions, full disclosure of material transactions will be recorded in the minutes of the Board of Directors or Conduct Review Committee and will be transacted in accordance with legislated requirements. To avoid conflicts of interest, Directors must do more than merely act within the law. They must conduct their affairs in such manner that their performance will at all time bear public scrutiny. The appearance of conflict of interest as well as the conflict itself must be avoided. Conflict of Interest Policy for Directors Introduction The purpose of this policy to identify and to prevent or resolve conflicts of interest of the Directors of GFCU (the ‘Credit Union”.) Definitions In this policy: “FIA” means the Financial Institutions Act of British Columbia from time to time in force and all amendments and, unless the context otherwise requires, regulations made under it. “Related Party” has the same meaning as in the FIA.

2

“Committee” and “CRC” refers to the Conduct Review Committee of the Board of Directors Conflict of Interest Explained In exercising the functions of a Director, a Director has a duty to act with the utmost honesty and good faith and must always act in the best interests of the Credit Union. As well, a Director must exercise the care, diligence and skill of a reasonable prudent person under comparable circumstances. Each Director must use utmost care and discretion in the handling of confidential or privileged information, and other information not normally available to the public, received by reason of directorship, and such information shall not be used for personal benefit or for the benefit of family, friends or associates or any other individual or entity other than the Credit Union. To be in a conflict of interest situation does not necessarily involve fault or blame. However, a Director who ignores a conflict of interest situation and acts in that situation is at fault and may incur personal liability. A conflict of interest arises where a Director has a duty or a direct or indirect interest that comes into conflict with, or is sufficient to influence, the performance of the Director’s duties owed to the Credit Union. An indirect interest may arise through a relative, friend, corporation or firm. A conflict of interest may involve: The business of the Credit Union; The business of entities in which the Credit Union has an interest, and Specific transaction with the Credit Union or an entity in which the Credit Union

has an interest. For the purposes of this policy, a conflict of interest shall include accepting any gift or hospitality of material value offered by reason of a person’s position as a Director of the Credit Union. Disclosure As required by the FIA and the B.C. Business Corporations Act, each member submitting nomination papers must complete and sign a disclosure statement in the form set out in the Nominations Package.

3

After submitting nomination papers or upon serving in the capacity of Director, they shall deliver a revised disclosure statement within 15 days of any change in any information contained in the initial disclosure. Resolution of Conflicts of Interest For the purposes of this policy, a conflict of interest will be resolved: Where it arises from a transaction or proposed transaction between the Credit Union and any person (including a corporation) who is a related party because of a relationship with the Director, in the manner required by the FIA (including obtaining the approval of the Committee or consent of the Superintendent where necessary) and, whenever the Director has a direct or indirect interest in the transaction, by complying with the applicable provisions of the B.C. Business Corporations Act including obtaining the approval of the Board of Directors; In the case of a gift or hospitality, by obtaining the consent of the Committee or by refusing, returning or refunding the value of the gift or hospitality; In all cases, by the Director;

disclosing the conflict;

leaving a meeting of Directors, while the matter creating the conflict is being discussed or otherwise dealt with;

taking no part in any discussion or voting with respect to the matter

creating the conflict of interest;

not attempting to influence, in any way, the board’s dealing with the matter creating the conflict of interest, and

satisfying any other legal requirement;

Where the Committee determines that a conflict of interest would influence or appear to influence virtually every decision in which the director is required to participate as a member of the Board of Directors of the Credit Union, the director shall, unless the determination of the Committee is overruled by the Board of Directors, either eliminate the interest of duty giving rise to the conflict or resign as a director of the Credit Union. Each conflict of interest is a separate conflict of interest and no permission or approval with respect to one conflict shall be deemed to be approval of any other.

1

GRAND FORKS CREDIT UNION

DIRECTOR’S DISCLOSURE STATEMENT To: The Board of Directors and to the Conduct Review Committee of Grand Forks

Credit Union I have read Grand Forks Credit Union’s Conflict of Interest Policy, and hereby declare that I: (a) Have no duty to any person or interest, direct or indirect, in any private or

personal business nor do I hold any office or property which may give rise to a conflict with the duties and responsibilities owed to Grand Forks Credit Union by virtue of my being a director of Grand Forks Credit Union;

(b) Am not a director, member, officer or employee of any other corporation, nor am

I a partner in or owner of any firm other than those disclosed and approved and other than those occurring as a result of my participation as a director of said Grand Forks Credit Union Board;

(c) Do not have any material direct or indirect ownership, interest or participation in

outside business enterprises which have, or are contemplating having, dealings with Grand Forks Credit Union;

(d) Have not accepted, and will not accept, any gift or hospitality of material value

offered or tendered by virtue of my position as a director of Grand Forks Credit Union;

With the exception(s) of:

2

I understand that, being a director of Grand Forks Credit Union, I am a related party of Grand Forks Credit Union according to the Financial Institutions Act. I also understand that certain individuals and corporations may be related parties of Grand Forks Credit Union by reason of their relationship to me. Therefore, in order to assist Grand Forks Credit Union in identifying its related parties, I make the following disclosure: 1. The name of my spouse (including any person with whom I am now living in a

marriage-like relationship) is:

2. The names of my relatives, and those of my spouse, who live in the same home as me

are:

3. The corporations in which I have or control, directly or indirectly, 50% or more of the

votes that are attached to the outstanding voting shares of the corporation, and that may be cast in the election of directors, are:

I understand that this statement does not relieve me of any duties of disclosure or any other duty imposed by law or any rule or policy of Grand Forks Credit Union that is consistent with such law, in particular, the duty of a related party to disclose a direct or indirect interest in a specific transaction.

Signed:

Name (print):

Date:

ACKNOWLEDGEMENT: PERSONAL BANKRUPTCY AND CRIMINAL RECORD REPORT

Pursuant to an order of the Financial Institutions Commission of British Columbia, newly elected directors serving in that capacity for the first time or returning to serve in that capacity after an absence are required to submit a personal bankruptcy and criminal records check (CRC) based on their name and date of birth. The Financial Institutions Commission, pursuant to article 99(1) (2) of the Financial Institutions Act may order that director to cease to be a director of the financial institution. The Grand Forks Credit Union will assist the new or returning director to obtain a personal bankruptcy record through the Office of the Superintendent of Bankruptcy Canada. We will also assist the new or returning director to obtain the appropriate CRC. Any cost to obtain both of these reports will be at the expense of the Credit Union. I understand and agree I am required to submit a personal bankruptcy record and criminal record report. I further agree to fulfill the requirements to obtain these reports immediately after acceptance of my nomination for election. I acknowledge my failure to act promptly to fulfill these requirements and/or the content of these reports may result in my dismissal as a director or disqualification to act as a director. Signature: ____________________________ Print Name: ____________________________ Date: ____________________________ This information will be held in strict confidence. We use the information you provide about yourself solely for consideration to sit on the Board of Directors of Grand Forks Credit Union. This information may be shared with regulatory authorities.

PPaarrtt 33

The Credit Union Director Achievement Program BC Director Requirements

Level A: Director Orientation Within 12 months of election to the board, complete all of CUDA Level A consisting of the following:

7 Online Modules

Overview of the Credit Union System Board’s Roles and Responsibilities Director’s Roles and Responsibilities Legal Basics Financial Statements Asset Liability Management Monitoring Credit Union Performance

Foundations of Governance in Theory and Action Workshop: a full day course that focuses on a comprehensive case study that applies governance concepts and theories to the 6 principles of the Foundations of Governance Note – completion of the above Level A training within the specified time frame is a legislated requirement Level B: Advanced Courses (Instructor-led) Accountability and Risk Oversight (one day) Strategy: Planning and Oversight (one day) Board Development and Performance Evaluation Board Performance, Development, and Evaluation

(half day) Management Recruitment, Performance Planning and Evaluation (half day)

Level C: (Instructor-led) Complete the following 2 level C:

Credit: Policy and Monitoring Governing Credit Risk (half day) The Role of the Audit Committee (half day)

Continuing Education (CE) Credits: (Instructor-led) Complete two of the following CE credits: Complete a total of 2 workshops form the selection of Continuing Development courses. These can

be a combination of full or half-day sessions.

Credit Union Director Achievement (CUDA®) Program

For Canadian credit union board directors

TM

The CUDA Program delivers the most current thinking about credit union corporate governance. Designed for credit union directors, the CUDA Program is a road map to the knowledge and skills required to effectively govern co-operative financial businesses.

The CUDA® Program has been nationally recognized since 1988.

LEVEL A: FOUNDATIONS OF GOVERNANCE 1) The 7 Modules (can be completed online or in a 2-day in-class session)

Overview of the Credit Union System The Board’s Roles and Responsibilities A Director’s Roles and Responsibilities Legal Basics Financial Statements Asset-Liability Management Monitoring Credit Union Performance

2) Foundations of Governance in Theory and Action Workshop (1-day, in-class) Upon successful completion, you will be awarded with a Foundations of Governance Certificate.

LEVEL B: GOVERNANCE IN ACTION Four In-Class Workshops

Accountability and Risk Oversight (1-day) Strategy: Planning and Oversight (1-day) NEW Board Performance, Development, and Evaluation (half-day) Management Recruitment, Performance Planning, and Evaluation (half-day)

LEVEL C: GOVERNANCE APPLICATION Four In-Class Workshops

The Role of the Audit Committee (half-day) NEW Governing Credit Risk* (half-day)

Plus two (2) courses from the Continuing Education section of the program, which can be a combination of 1-day or half-day sessions.

* Previously known as Credit: Policy and Monitoring

The Road Map to Credit Union Corporate Governance

The CUDA® Program

Manitoba Fall 2011 CUDA Camp The

PROGRAM COMPLETION Recognition for completing the CUDA Program will be given to directors who complete all of the courses described in Levels A, B, and C. CUDA Program graduates will receive a certificate from CUSOURCE Credit Union Knowledge Network (CUSOURCE Knowledge Network) to acknowledge their achievement. CONTINUING EDUCATION The Continuing Education section of the CUDA Program is comprised of a dynamic list of courses that cover current governance issues and further explore certain core governance subjects. For directors in the process of completing the CUDA Program, these courses count for credit in Level C and provide continuing education (CE) credits for Accredited Canadian Credit Union Directors. DIRECTOR ACCREDITATION Since 2007, graduates of the CUDA Program have been able to distinguish themselves by becoming an Accredited Canadian Credit Union Director (ACCUD). This accreditation attests to their knowledge and understanding of board governance. This accreditation is awarded jointly by CUSOURCE Knowledge Network (CUIC Inc.) and Dalhousie University to directors who meet the accreditation requirements below: • Be a CUDA Program graduate; • Have 2 years of service on a Canadian credit union board; • Pass the Credit Union Director Accreditation Exam; and • Be a current CUSOURCE® learner.

A total of four (4) CE credits must be completed annually for directors to maintain their designation. Accredited Directors can earn CE credits in the following ways: • Two (2) CE credits for completing a half-day course • Five (5) CE credits for completing a 1-day course • One (1) CE credit for completing two CUSOURCE governance webinars (live or recorded)

The Road Map to Credit Union Corporate Governance

The CUDA® Program

The Foundations of Governance (Level A) provides directors with the knowledge and support they need to be an effective on-the-job, particularly in the area of current governance concepts. There are two steps to completing Level A: The 7 Modules and the Foundations of Governance in Theory and Action workshop. THE 7 MODULES Each of the 7 modules takes approximately 30 minutes to complete. Module 1 provides the framework of the credit union system and helps to frame the director’s credit union within a national context. Modules 2 through 7 each covers a different aspect of corporate governance and includes printable cases that apply the concepts presented. All modules end with a short test. Directors must score 80% or higher on each test to successfully complete the module. The 7 modules can be completed in two ways: 1) Online via independent self-study, or 2) In a 2-day classroom session, which covers the same material as the online modules. In either case, directors must pass the online test at the end of each module. FOUNDATIONS OF GOVERNANCE IN THEORY AND ACTION WORKSHOP After completing the 7 modules, this case-based, 1-day workshop provides directors with a multitude of opportunities to apply what has been learned about governance theory. The workshop is divided into two parts: Part 1 focuses on the six cases drawn from Modules 2 through 7. Part 2 presents a comprehensive case study and applies governance concepts and theories to the 6 principles of the Foundations of Governance Model.

LEVEL A: Foundations of Governance Overview

The CUDA® Program

1. Overview of the Credit Union System The Canadian credit union system has a rich history spanning more than 100 years. Currently, more than 1 in 4 Canadians is a member of a credit union. As a board member, you are among an elite group of more than 3,000 credit union directors who govern more than 400 credit unions in English-speaking Canada. These credit unions have been entrusted to manage more than $120 billion in assets for their members. In this module, you will become oriented to the breadth, scope, and span of our system. You will learn about our local, provincial, and national structure as well as the nine foundational credit union operating principles. There is no case study for this module.

2. The Board’s Roles and Responsibilities As a member of the board, you will be introduced to your collective responsibilities and how they are linked to the functions that are regularly performed, including policy development, corporate governance, and planning. You will learn about the board's responsibility to the corporation is fulfilled by creating and protecting value for shareholders. Case Study: The Board’s Roles and Responsibilities The CEO of Your Own Credit Union is a strong and aggressive business professional. She is a highly capable manager and her board has traditionally followed her lead. However, as directors of the credit union, the members of the board begin to realize how important it is for them to take on leadership roles in directing and overseeing the credit union on behalf of shareholders. In this case study, you will witness how a partnership between the board and managers can be established wherein each party works collaboratively to create and protect value for members.

3. A Director’s Roles & Responsibilities In addition to the board's collective responsibilities, you will be oriented to your role as an individual director. This includes the required knowledge and skills to ensure that you are able to exercise due care and diligence on behalf of your credit union’s members. Case Study: A Director’s Roles and Responsibilities In this case, you will learn about a credit union that is operating below optimal levels. Witness how the actions of a single director can motivate an entire board and how a board can positively change the direction of a credit union, resulting in greater value for members and other stakeholders.

4. Legal Basics – Credit unions operate in a highly regulated industry. Directors must understand this environment to ensure compliance at all times. In this module, you will be exposed to the regulatory and legislative environment that governs Canadian credit unions, with specific emphasis on deposit protection, consumer protection, capital adequacy, and lending.

LEVEL A: Foundations of Governance Overview

The CUDA® Program

Case Study: Legal Basics In this case, you will see the impact of legislation and regulation on routine credit union operations, such as service charge policies, lending practices, and interest rates policies. Decisions that are made around the board table can have far reaching consequences. This case highlights the importance of the board’s awareness and understanding of the credit union legislative and regulatory environment.

5. Financial Statements This financial module will expand your introduction to the foundations of good governance with a focus on financial competence. You will enhance your understanding of financial statements, learn about the financial impact of policy decisions, and investigate the concepts of diversification and financial flexibility. You will also learn the importance of capitalization and liquidity to your credit union. Case Study: Financial Statements This case follows Mary, a new director, who enters her role on the board with a strong credit union and co-operative background, but little financial experience or expertise. Through education and personal initiative and by asking probing questions, Mary grows to become a strong contributor to her credit union with regard to financial oversight.

6. Asset Liability Management In the asset liability management module, you will delve deeper into the crucial area of financial management. You will learn how credit, investment, and interest rate risk can be managed. Case Study: Asset-Liability Management This case follows Roger, a newly elected director as he familiarizes himself with the asset liability management practices of his credit union and the role of the board in overseeing this important aspect of the credit union’s operations. This case reviews the elements of risk management, the relationship between market events, member behaviour, interest rate setting practices, and financial sustainability.

7. Monitoring Credit Union Performance Directors are accountable to direct and oversee the business. In this case, you will be exposed to the concept of a balanced scorecard, which allows you to monitor your credit union's performance against the previously established strategic goals and objectives. Through this oversight, you can ensure that your credit union is creating and protecting value for its shareholders. Case Study: Monitoring Credit Union Performance This case highlights the relationship between planning, implementation, performance monitoring, and results. You will follow the process that Rainbow Credit Union implements in order to achieve a higher standard of performance.

LEVEL A: Foundations of Governance Overview

The CUDA® Program

Contact Us

To learn more about the CUDA® Program, please visit our website at www.cusource.ca or contact Client Solutions. Client Solutions 1.888.367.1386 clientsolutions@cusource.ca CUSOURCE Credit Union Knowledge Network 151 Yonge Street, Suite 1000 Toronto, ON M5C 2W7

® CUSOURCE and CUSOURCE & Design are registered trade-marks owned by Credit Union Central of Canada, used under license. ® CUDA and CUDA & Design are registered trade-marks owned by Credit Union Central of Canada, used under license. October 2013

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