Annual Meeting Packet 2012

CU SERVICE CENTERS, INC. TWENTIETH ANNUAL

SHAREHOLDERS' MEETING

FRIDAY, NOVEMBER 9, 2012

GRAND HOTEL MARRIOTT RESORT - POINT CLEAR, AL

AGENDA

I. CALL TO ORDER - ROLL CALL

II. APPROVAL OF AGENDA

III. APPROVAL OF MINUTES

IV. TREASURER’S REPORT

V. CHAIRMAN’S REPORT

VI. MANAGEMENT REPORT

VII. BUSINESS

A. Election of Board Members

VIII. UNFINISHED BUSINESS

IX. ADJOURNMENT

CU SERVICE CENTERS, INC. 19TH ANNUAL SHAREHOLDERS MEETING

JW MARRIOTT GRANDE LAKES ORLANDO, FL JUNE 17, 2011

ABRIDGED MINUTES

The 19th Annual Shareholders meeting of CU Service Centers, Inc. was called to order by Chairman Patrick La Pine on June 17, 2011 at 3:30 p.m. at the JW Marriott Grande Lakes Resort in Orlando, FL.

CHAIRMAN’S REPORT Mr. La Pine welcomed everyone to the meeting and noted that a majority of voting shares were represented. He expressed his concerns with the lack of attendance and expressed his appreciation to those in attendance at the meeting.

Though all the Board was not available to attend the meeting, Mr. La Pine introduced the CUSC Board, beginning with the officers, Linda Cencula, Vice Chairman; Shane Nobbley, Treasurer and Steve Nix, Secretary, and the remaining board members were Merrill Mann, Joe McGee, Ned McHenry, Heath Harrell and Curt Sasser.

CONSENT AGENDA Mr. La Pine presented the agenda and moved its adoption with the right of the chair to change as necessary to facilitate the meeting.

In the absence of Secretary Steve Nix, Mr. La Pine presented the minutes of the 18th Annual Shareholders Meeting held April 22, 2010 for review and approval.

Upon motion made by Mr. Shane Nobbley and seconded by Mr. Joe McGee, it was,

VOTED: to approve the 18th Annual Shareholders meeting minutes of CU Service Centers, Inc. as written and distributed.

TREASURER’S REPORT Treasurer Shane Nobbley presented the financials for CU Service Centers, Inc. for December 2010.

He reported the total operating income for 2010 was $763,871.89, a decrease of approximately $1,298 million from 2009 as the remaining outlets operated by the corporation closed. He stated that operating expenses for 2010 totaled $624,155.33, a reduction of $1,494 million from 2009 as the expenses associated with the operating outlets were eliminated. Net income for the year was $139,716.56, which was an improvement of $196,164.94 over 2009.

He said as a result of the successful year, the Corporation paid dividends to shareholders totaling $33,500.00.

He reported that as of December 31, 2010, CUSC, Inc. had assets totaling $3,269,585.43, with cash of $3,203,538.28 making up 98% of the total assets of the corporation. He stated that total shareholder equity in the corporation totaled $3,183,711.33 including common stock and paid in capital of $3,350,000, negative retained earnings of $306,005.23, and the net gain for 2010 of $139,716.56.

Upon motion made by Mr. Joe McGee and seconded by Mr. Steve Swofford, it was,

VOTED: to approve the Treasurer’s report as presented.

MANAGEMENT REPORT Mr. Larry Rodriguez welcomed everyone to the meeting, noting 2010 had been a transitional year for CUSC as Alabama had divested itself of the last three of the six stand-alone locations. He said that across the network, closing stand-alone facilities had become common, as many credit union outlets were continuing to open; it was becoming increasingly difficult to support the stand-alone facilities. He stated that as a result of those closings, the shareholders witnessed significant positive income for the year and thus, received a dividend.

He stated that management anticipated another profitable year for 2011 as the board of directors had made and discussed many issues related to CUSC. He said, from that meeting, a strategic plan, along with a new marketing plan was produced and approved, as well as an updated management agreement that reflected the current organization.

NEW BUSINESS A. Elections

Ms. Cencula stated that Mr. La Pine had appointed a nominating committee earlier in the year which consisted of her as chair, and Shane Nobbley and Steve Nix serving as well.

She reported that two directors’ terms were ending and those were Merrill Mann and Curt Sasser. She said that Mr. Mann had expressed interest in being re-elected and Mr. Sasser had made the decision to not seek re-election.

Ms. Cencula stated that the Nominating Committee would like to offer Mr. Monte Hill for nomination to the Board and it was seconded.

Mr. La Pine thanked the Nominating Committee for their service and asked three times for nominations from the floor.

There were no further nominations and upon motion made by Mr. Ron Summerall and seconded by Ms. Joe McGee, it was,

VOTED: that nominations are closed and Mr. Merrill Mann and Mr. Monte Hill are elected.

Mr. La Pine welcomed Mr. Hill to the CUSC Board of Directors.

B. Proposed CUSC Bylaw Amendments

Mr. Larry Rodriguez presented the proposed bylaw amendments, noting there were 11 amendments total. He referred to the documents that had been sent to each shareholder prior to the meeting. He asked if further clarification was needed or if there were any questions.

He stated that several of the amendments were strictly housekeeping issues to reflect LSCU.

He also stated that Mr. Steve Trimmier, Trimmier Law Firm, was available should anyone need further explanation on any of the proposed amendments.

There was brief discussion.

Upon motion made by Mr. Joe McGee and seconded by Mr. Shane Nobbley, it was,

VOTED: to approve the CUSC Bylaw Amendments as presented.

C. 2011 CUSC Strategic Plan Update

Mr. Rodriquez presented an update on the CUSC Strategic Plan for 2011.

Mr. La Pine thanked Larry for the reports and he briefly discussed the need to increase the attendance at the CUSC Annual Meeting. He stated that management would be discussing this and perhaps the 2012 meeting could be held in conjunction with the League’s Development Conference.

UNFINISHED BUSINESS There was no unfinished business.

ADJOURNMENT Mr. La Pine thanked everyone for their attendance and participation in the 19th Annual Shareholders meeting.

Upon motion made by Mr. Shane Nobbley and seconded by Ms. Linda Cencula, it was,

VOTED: to adjourn the meeting.

The meeting adjourned at 3:50 p.m.

Respectfully submitted,

Mr. Steve Nix, Secretary

Ms. Teresa Gray, Recording Secretary

CUSC of Alabama Executive Summary of September 2012 Operations

As of the end of September, CUSC of Alabama had assets totaling $3,647,374. Cash and Cash Equivalents and Short‐term Investments comprise 98% of the company’s assets. As of September 30, 2012, the corporation has $2,033,000 in short‐term investments.

As of the end of September, CUSC has $56,679 in Accounts Receivables. This line item on the balance sheet consists of monthly transaction fees and the National CUSC network pass through fees that are billed to participating credit unions on a monthly basis.

CUSC reported revenues of $42,281 as compared to a budget of $45,167 which tracked $2,886 lower than budget for the month. Year‐to‐date revenues are tracking $13,385 higher than budget.

Donation expense for September tracked $5,000 higher than budget. This was the result of an unbudgeted and board approved donation to the Leave Behind Playground Project that CUNA and LSCU were assisting in raising money for that was built in conjunction with the Republican National Convention in Tampa.

Meetings & Conferences tracked $2,500 higher than budget for the month of September. This is the result of timing issues between actual expenditures and budget timing period for expenses relating to CUSC exhibiting at the annual LSCU Leadership Development Conference in Mobile.

In September 2012, CUSC processed 378,123 total shared branch transactions as compared to 349,210 transactions in September of 2011. This is an increase in transactions processed through the network of 28,913 transactions or 8.3%.

CUSC recorded net income of $20,125 as compared to a budget of $23,912 which resulted in a ($3,788) negative net income budget variance for September. Year‐to‐date CUSC net income of $234,250 is tracking $55,085 or 30% ahead of budget for 2012.

All other variances are the result of timing issues.

Respectfully submitted,

G. Scott Morgan

SR VP, Finance & Administration

League of Southeastern Credit Unions & Affiliates

Credit Union Service Centers, Inc.Balance Sheet

September 30, 2012

Current Assets

CashOperating Cash 1,534,206Short Term Investments 2,033,000

Total Cash 3,567,206

Accounts Receivable 56,679

Total Accounts Receivable 56,679

Prepaid ExpensePrepaid Insurance 3,687Prepaid Other 19,724

Total Prepaid Expense 23,411

Net Fixed Assets 78

Total Net Fixed Assets 78

Total Assets $3,647,374

LIABILITIES & EQUITY

Accounts Payable 16,500Dividends and Patronage Rebate Payable 0Accrued Expenses 982CU Service Corp. Invoices 35,135Federal Income Tax Payable 20,898State Income Tax Payable 6,982

Total Liabilities 80,497

EquityCommon Stock 67Paid in Capital 3,349,933RETAINED EARNINGS (17,373)Net Gain (Loss) Curent Year 234,250

Total Equity 3,566,877

Total Liabilities & Equity $3,647,374

M-T-D Actual M-T-D Budget Budget Variance Y-T-D Actual Y-T-D Budget Budget Variance Annual Budget

OPERATING INCOMENon-Investor Fees 1,059 1,100 (41) 10,317 9,840 477 13,140Licensed Service Centers 40,531 43,500 (2,969) 402,182 389,100 13,082 521,600Interest Income 691 567 124 4,910 5,100 (190) 6,800Other Income 0 0 0 16 0 16 0Patronage Rebates 0 0 0 0 0 0 (130,141)

Operating Income 42,281 45,167 (2,886) 417,425 404,040 13,385 411,399

OPERATING EXPENSE

TrainingUser/Outlet Training 0 200 200 266 2,700 2,434 3,750

Total Training 0 200 200 266 2,700 2,434 3,750

TravelTravel & Lodging 135 300 165 1,586 3,100 1,514 4,000Meals & Entertainment 14 150 136 366 1,350 984 1,800Variable Auto Costs 114 250 136 754 2,250 1,496 3,000

Total Travel 263 700 437 2,706 6,700 3,994 8,800

Outside ServicesLegal Services 500 500 0 4,500 4,500 0 6,000Data Processing 67 250 183 605 2,250 1,645 3,000CPA Services 1,241 1,350 109 11,190 12,150 960 16,200Management Service Fees 6,457 7,000 543 59,291 63,000 3,709 84,000Reports/Records Management 671 950 279 8,742 11,050 2,308 13,900Insurance/Bonds/O&S 351 350 (1) 2,846 3,150 304 4,200Other Outside Services 218 1,000 782 1,629 4,100 2,471 5,000

Total Outside Services 9,505 11,400 1,895 88,803 100,200 11,397 132,300

CommunicationsTelephone 145 200 55 1,341 1,800 459 2,400Postage 247 300 53 1,084 2,700 1,616 3,600

Total Communications 392 500 108 2,425 4,500 2,075 6,000

Advertising & PromotionsAdvertising & Marketing 0 850 850 29,472 31,750 2,278 34,150Total Advertising & Promotion 0 850 850 29,472 31,750 2,278 34,150

Furniture & EquipmentFurniture & Equipment Depr. 78 110 32 760 990 230 1,320Equipment/Lease Rental 271 275 4 2,443 2,475 32 3,300Equipment Install./ Maint. 0 0 0 0 0 0 0Personal Property Tax 0 0 0 43 0 (43) 200Software Fees & Maintenance 0 1,076 1,076 0 1,076 1,076 1,076

Total Furniture & Equipment 349 1,461 1,112 3,246 4,541 1,295 5,896

FacilitiesInsurance/POP 69 100 31 617 900 283 1,200Rent 299 300 1 2,694 2,692 (2) 3,592

Total Facilities 368 400 32 3,311 3,592 281 4,792

Materials & SuppliesOperating Supplies 77 150 73 1,632 1,350 (282) 1,800

Total Materials & Supplies 77 150 73 1,632 1,350 (282) 1,800

Programs & ConferencesMeetings & Conferences 2,500 0 (2,500) 8,556 11,000 2,444 15,500

Total Programs & Conferences 2,500 0 (2,500) 8,556 11,000 2,444 15,500

MiscellaneousDonations 5,000 0 (5,000) 10,000 5,000 (5,000) 5,000

Total Miscellaneous 5,000 0 (5,000) 10,000 5,000 (5,000) 5,000

Taxes & FeesMisc. Taxes & Fees 0 0 0 4,204 3,200 (1,004) 3,200Deferred Tax Expense 0 0 0 0 0 0 0Federal Income Taxes 2,931 4,536 1,605 21,570 40,825 19,255 54,434State Income Taxes 771 1,057 286 6,984 9,517 2,533 12,689

Total Taxes & Fees 3,702 5,593 1,891 32,758 53,542 20,784 70,323

Total Operating Expenses 22,156 21,254 (902) 183,175 224,875 41,700 288,311

Net Income 20,125 23,913 (3,788) 234,250 179,165 55,085 123,088

Credit Union Service Centers, Inc.Income Statement

For the Nine Months Ending September 30, 2012

CUSC, Inc. 2012 Nominating Committee

The following Directors were appointed to serve on the Nominating Committee:

· Shane Nobbley, Family Security Credit Union – Chairman· Joe McGee, Legacy Community Credit Union

· Monte Hill, Family Savings Credit Union

There are currently three director positions open for election with a three year term.

The following Directors up for re-election are:

· Linda Cencula, Alabama Telco Credit Union· Heath Harrell, Guardian Credit Union

· Ned McHenry, Alabama State Employees Credit Union