The Grand Forks Credit Union (GFCU) Board of Directors helps ensure the long term success of our Credit Union. The Board oversees the strategic direction and planning for today and the future for GFCU and our subsidiaries.

The rewards are many as you influence the strategic direction and success of our Credit Union financially and in regard to our support and investment into our citizens and our communities.

And, as an individual, you have access to top level professional development. You receive a tremendous amount of training, mentoring, and exposure to leading edge business practices, speakers, and information applicable to many industries.

What is required of a Director of GFCU? GFCU is looking for members who are leaders bringing a range of skills and personal attributes that strongly align with our values and vision and who are representative of the diversity within our communities. We require individuals who are geared toward innovation and efficiency in regard to governance and Credit Union operations. To help our Board best fulfill its governance mandate, the Desired Candidate Profile provides an overview of general areas of expertise a Director ought to possess.

What is the time requirement of a Director of GFCU?

Directors spend an average of 15 hours per month in preparation for, and attendance at, meetings. Additional time is required for Director development, community events, and business planning sessions or conferences. Meetings and events are scheduled during regular business hours, evenings, and weekends. Before submitting your nomination papers, please carefully consider the responsibilities, skills, and time commitment required. Directors receive remuneration for attendance at meetings. Specified travel, accommodation, and meal allowances associated with fulfilling Director obligations (eg. Annual conference, peer group meetings) are additionally covered by GFCU.

The Role of a Grand Forks Credit Union Director

Important Dates

Call for Nominations

January 16 - February 14

Information session for potential

candidates

Saturday, February 2Noon at GFCU

RSVP (REQUIRED) before January 30 Email: svaugeois@gfcu.com

Voting Period

April 3 - April 10Annual General Meeting

April 16

You can pick up a Nominations

package from our Receptionist in

the branch or download it from our

website at www.gfcu.com

3 Director seats are available each

year.

Questions?

Please ask a serving Board member

about their experience or email any

member of the nominations

committee:Bill Wilby bwilby@gfcu.comRoly Russell rrussell@gfcu.comJeff Fero jfero@gfcu.comBecky Clements bclements@gfcu.com

CHARACTER Dedication

Good Judgment Passion

SKILLS Decision Making

Fiduciary Responsibility Critical Thinking

Ability to use the computer to access information & take online

courses

VALUES Belief in the co-operative principles Belief in sustainable communities

EXPERIENCE Proven leader in the community -- willing to take on the role of

ambassador, representative, promoter of GFCU With other boards, community organizations, committees

Understanding of fiduciary responsibility Familiar with legal requirements related to real, perceived, or

potential conflict of interest and the reporting requirements under the Financial Institutions Act

Understanding of GFCU and financial services industry

COMMITMENT To the philosophy and values of a

credit union Prepared to make GFCU your

primary financial institution To personal development by completing the Credit Union

Director Achievement Program Able to make time commitments by preparing for board meetings

and committees

Desired Candi date Profile

What if I don’t have all of the skills and attributes required? We recognize that not all Directors will have all of the skills and attributes at the beginning of their term. GFCU seeks potential Directors who demonstrate a commitment and aptitude to acquire the skills and qualities necessary to make them effective and strategic with significant training and mentoring provided. Within your first 12 months after election or acclamation, you are required to complete Level A of the Credit Union Director Achievement (CUDA) Program (more info is provided in the Nomination package).

A Director attends up to 12 regular monthly board meetings each year, two strategic planning sessions, the Annual General Meeting, and sits on at least one standing Board Committee (with various time requirements for each).

Board of Directors Nomination Package

INFORMATION SESSION

A Candidate Information Session is scheduled for

Noon Saturday, February 2, 2019in the Credit Union building.

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

Becky ClementsCEO

Grand Forks Credit Union

Telephone: (250) 442-4009 E-Mail: bclements@gfcu.com

Please confirm your attendance by Wednesday, January 30, 2019 with Becky Clements, or Samantha Vaugeois, Executive Assistant, at 250-442-4004 or svaugeois@gfcu.com.

Bill Wilby Director

Grand Forks Credit Union

Telephone: (250) 584-4231 E-Mail: bwilby@gfcu.com

CAMPAIGNING GUIDELINES

Effective campaigning increases visibility of candidates; informs members about the election and highlights the benefits of Grand Forks Credit Union as a value-based financial co-operative. The following campaign guidelines apply to candidates once their nomination has been confirmed by the Committee.

Campaign Conduct:

1) Candidates will only express their personal views on current issues affecting Grand ForksCredit Union and the financial industry;

2) Candidates may take questions from members; and if applicable, inform members theirconcerns will be brought to the attention of the Board, if the candidate is elected. However,as it is not in their authority to do so, candidates are strictly prohibited from committing theBoard to a specific course of action. Existing Board members seeking re-election to theBoard are reminded of their oath of confidentiality.

3) Candidates are permitted to use traditional forms of communication (e.g. brochures,newsletters, flyers) as well as social media (e.g. blogs, social networking sites) to promotetheir candidacy. Where available, candidates will provide links to posted material to theNominations Committee.

4) Candidates are prohibited from using in their campaign, Grand Forks Credit Unionmaterial, such as the Grand Forks Credit Union logo, design, colour scheme, advertisingslogan, or any other element that may suggest a connection to the Grand Forks CreditUnion brand.

5) Candidates may only campaign or canvass members outside Grand Forks Credit Unionpremises during the period fixed by the Committee.

6) Directors elected to Grand Forks Credit Union Board are expected to act with maturity, tactand wisdom on behalf of members – this applies to campaigning as well.

7) Candidates will conduct their campaigns in the spirit of responsible civil discourse and fairplay; focus their campaigns on positive descriptions and statements of principle,experience and aspirations;

8) Candidates breaching the Grand Forks Credit Union campaign guidelines may bedisqualified.

How we will assist your campaign:

We will send every member eligible to vote, a notice that includes your photograph and your candidate statement.

This information will also be posted on the Grand Forks Credit Union website.

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

• Our vision and mission statements• Our accountability framework• Our strategic values• Our corporate philosophy• Section 4 of the Credit Union’s Rules (those rules related to director

nominations & election)• Our most recent annual report

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A 250 word outline of your reasons for seeking election to the Credit Union Board of Directors. (The statement will be reviewed by the Nominations Committee and if the Committee considers it lacking in taste, defamatory, injurious to the reputation of the Credit Union, it may be edited for publication.)

Part 1

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.

VisionWe aspire to enhance quality of life for our members and community.

MissionIn support of the vision, the mission (or mandate) of the Credit Union is that we will support our members toward their definition of prosperity, that we will sustain them and through them be sustained, that we will focus on their well-being, that they will be empowered to make the good and knowledgeable choices that make sense to them.

Accountability FrameworkRecognizing our connectedness and inter-dependency, values-based banking is our framework of accountability for embedding long-term ethical considerations in our products, relationship, behaviors, decisions and how we conduct business everyday. As a member and community engaged financial cooperative, we take a leadership role and use all of our resources to improve and leave better, our members and our communities.

Strategic Values1. Financial Health: We recognize the synergy between health families, a healthy community

and a healthy Credit Union.2. Sustainable Operations: We believes in sustainable financial well-being3. Ethical Behavior: We embed long-term ethical practices in the things that we do.4. Trusted Partner: We understand the importance of being a reliable and trusted partner who

always has its members’ best interest at heart.5. Added Value: We add (build or enhance) value wherever possible.6. Make it Easy: We will work to make lives easier.

Strategic Goals

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 service products and services helps us differentiate from other financial service providers.

Member Engagement: Engaging members through superior member relationship management is a member-centric way of doing business.

Employee Engagement: Our employees are our strength. Our employees work in a nurturing and supportive team environment where they are empowered to build and sustain strong relationships with members.

Organizational Effectiveness: Operational efficiencies and innovation lead to minimized waste and maximized resources in order to deliver quality products, services, and service to our employees and members.

Financial Sustainability: The primary means of achieving and maintaining our strategic objectives is through the profitable growth of our 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 partner.

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 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.

The universal co-operative principles of:

1. Voluntary and Open Membership2. Democratic Member Control3. Member Economic Participation4. Autonomy and Independence5. Education, Training, and Information6. Co-operation among Co-operatives7. Concern for Community

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:

Ø BELIEF that the BEST INTERESTS OF GRAND FORKS DISTRICT SAVINGSCREDIT UNION AND ITS MEMBERS is the primary reason for all Directors toserve as members of the Board

Ø Committed to the PHILOSOPHY AND VALUES of the Credit Union

Ø Ability to see LONG TERM AND “BIG PICTURE” relevance of decisions whichDirectors are asked to consider and effect

Ø Clear understanding of the FIDUCIARY RESPONSIBILITY undertaken by anindividual participating on the Board of Directors of a financial institution withassets of over two hundred million dollars

Ø Willing and able to make TIME COMMITMENTS by preparing for Board meetingsand working with Board Committees

Ø Proven LEADER in the community, willing to take on the role of ambassador,representative and promoter of GFCU

Ø Committed to PERSONAL DEVELOPMENT by completing the Credit UnionDirector Achievement Program and by regularly participating in subsequentDirector training.

Ø Familiar with the LEGAL REQUIREMENTS related to real, perceived or potentialconflict of interest and the reporting requirements under the Financial InstitutionsAct

Ø Prepared to become a PRIMARY USER of services to Grand Forks Credit Union,in support of this organization

Ø EXPERIENCE WITH OTHER BOARDS, Committees and CommunityOrganizations

Ø Reflects the particular skills and experience required for STRONG BOARDBALANCE

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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 theCompany Act, the Financial Institutions Act, or the Credit UnionIncorporation Act;

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

c) was an employee of a credit union or an affiliate of a credit union during theone-year period prior to the date that nominations for the office of directorunder 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 adirector of a central credit union) or a subsidiary of any of them exceptwhere that person has been requested or authorized in writing by thedirectors to serve as a director of a bank, trust company, loan company,

The following section details the Credit Union's rules associated with director nominations and elections.

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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 12consecutive months; or

f) has been in default under any obligation to the credit union during the past60 months (and for this purpose a member is also in default if he or shefailed to pay a demand debt within five days after a demand for payment of adebt for which he or she is liable as a covenantor, guarantor or indemnitorafter 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 takeplace, 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 90days prior to the date on which balloting is to commence; and

c) invite the submission to it, in writing, for consideration, the names ofproposed candidates, prior to the date on which nominations shall closewhich shall be specified in the notice, and which date shall be not less than30 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 voteon 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, theFinancial Institutions Act, and the Company Act, as applicable;

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

d) to observe the Rules of the credit union and procedures relating to theelection 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 thenumber of vacancies to be filled in the election;

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

c) inform each candidate of the provisions of these Rules with respect to theconduct 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 requiredto be submitted to the superintendent pursuant to the Financial InstitutionsAct.

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 forelection 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 shalltake 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 theelection;

f) advice of the right of each member to request in writing, not less than 10days prior to commencement of voting, a ballot which may be cast by mailinstead 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 thecredit union; and

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k) clear instructions for casting the ballot and return thereof by Canada Post orpersonal delivery, specifying the day on which the ballot must be received bythe 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 andmay require a member to provide a declaration that the member has notpreviously 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 tobe made of all ballots, such tally to be made in a manner that ensures thesecrecy of the balloting;

c) shall determine whether a ballot is be accepted or rejected and, suchdetermination is final and not open to review; and

d) shall announce the results of the election, including total number of ballotscast, the number of spoiled ballots and the number of votes obtained by eachcandidate.

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 atwhich such director shall have been elected or is the meeting of directors atwhich 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 adirector or officer of a corporation of which the credit union is or was amember 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.

Part 2

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:

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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 16, 2019; 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 orsolicitor of a credit union, nor a public servant concerned by my duties with the affairs of aCredit Union.

3. I am neither a director, officer, owner, nor an employee of any institution or business that isengaged 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 acorporation 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 Unionpremise 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 employeeof the Credit Union.

7. If elected, I will observe and comply with the Conflict of Interest Guidelines and Code ofEthics 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 computerliteracy 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 bycircumstances beyond my control.

Participate to the best of my ability in determination of policy and other matters comingbefore the Board, give full attention to problems of the credit union and vote on all issuessubmitted 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 tosuch conflict, should I ever find myself under obligation to any other group or organizationthat may create such conflict with the Credit Union.

Attend the Credit Union's annual strategic planning session, Board training sessions as wellas other informational/educational sessions.

Continually seek to learn more about the Credit Union organization and its services andabout 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 orthe spouse, child, step-child, parent, daughter-in-law, son-in-law, father-in-law ormother-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-yearperiod 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 loanassociation, investment dealer, deposit-taking institution or another Credit Union (otherthan a director of a central Credit Union) or their wholly-owned or controlledsubsidiaries except where that person has been requested or authorized in writing by thedirectors to serve as a director of a bank, trust company, loan company, savings and loanassociation, investment dealer, deposit-taking institution, lending institution, other CreditUnion or subsidiary;

d) has not been a member in good standing of the Credit Union for 12 consecutive months.

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

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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.

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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 undercomparable circumstances;

3. Take into account the interests of members, depositors, and those to whom thedirectors owe a fiduciary duty;

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

5. Deal with fellow directors, officers and employees of GFCU openly, honestly andin good faith;

6. Make available to, and share with, fellow directors and officers of GFCU allinformation as may be relevant and properly disclosed to ensure the properconduct 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 confidentialinformation;

9. Ensure the policies of GFCU adopted by the Board of Directors are accuratelyand clearly communicated to the employees of GFCU, as necessary, to ensure thatthe actions and conduct of the business and affairs of GFCU are conducted andcarried 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 andemployees of GFCU as may be necessary to permit the full discharge of duties ofa director and ensure that accurate records and minutes are maintained withrespect to the conduct and discharge of the business of GFCU.

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12. Conduct his/her personal financial affairs, and, if applicable, those of his/hercompany(s) whether the accounts are with GFCU or with any other financialinstitution in a manner fitting his/her role as a Director, ensuring that allobligations are current and that sufficient funds are kept on deposit to ensure thatno 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

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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.

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“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.

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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 isbeing discussed or otherwise dealt with;

taking no part in any discussion or voting with respect to the mattercreating the conflict of interest;

not attempting to influence, in any way, the board’s dealing with thematter 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.

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

(b) Am not a director, member, officer or employee of any other corporation, nor amI a partner in or owner of any firm other than those disclosed and approved andother than those occurring as a result of my participation as a director of saidGrand Forks Credit Union Board;

(c) Do not have any material direct or indirect ownership, interest or participation inoutside business enterprises which have, or are contemplating having, dealingswith Grand Forks Credit Union;

(d) Have not accepted, and will not accept, any gift or hospitality of material valueoffered or tendered by virtue of my position as a director of Grand Forks CreditUnion;

With the exception(s) of:

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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 amarriage-like relationship) is:

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

3. The corporations in which I have or control, directly or indirectly, 50% or more of thevotes that are attached to the outstanding voting shares of the corporation, and thatmay 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:

Personal Information Return for Directors, Senior Officers,

Subscribers, and Shareholders of Credit Unions, Insurance Companies and Trust Companies

Personal information is collected under the authority of s. 26(a) of the Freedom of Information and Protection of

Privacy Act, ss. 13(2)(e), 22(2)(c), and 105 of the Financial Institutions Act, and ss. 11(3)(e) and 15.1(5)(a)(iii) of the

Credit Union Incorporation Act. The information will be used and retained for purposes of administering the

Financial Institutions Act and the Credit Union Incorporation Act. Should you have any questions about collection of

this personal information, please contact the Freedom of Information Analyst at 604-660-3555, 2800 - 555 West

Hastings Street, Vancouver, B.C. V6B 4N6.

Instructions for Completing the Personal Information Return

This return is required pursuant to sections 13(2)(e), 22(2)(c), 105, 289(3)(a) and (b) of the Financial Institutions Act, and sections 11(3)(e), 15.1(5)(a)(iii) and 108(2)(a) and (b) of the Credit Union Incorporation Act, as applicable.

1) To protect your privacy, mark the envelope “Private and Confidential”. 2) Upon completion, please submit all documents through the Secured File Transfer System. For further information

on the submission method, please contact Financial & Regulatory Reporting by email at Filings@ficombc.ca.

3) This return must not be handwritten except for the signature and is offered as a fillable and saveable PDF form for your convenience.

4) All applicable information must be provided. If additional space is required for answers, attach additional typed/

printed sheets as necessary.

5) A resume that includes employment history up to the date of submission of this return must be provided.

6) Both a criminal record check, by an appropriate police agency, and a bankruptcy and insolvency check from the Office of the Superintendent of Bankruptcy Canada must be provided.

7) If more than one individual is identified in the search, or any of the boxes on the criminal record check results form are

marked “may or may not exist” the applicant must apply for their criminal record. To do so, they must get fingerprinted and send a request to Ottawa to obtain the details. The person needs to send us explanation of what may be on their record and confirmation they have applied for the fingerprint based criminal record check with this form.

8) Please note that this return is to be filed with the Financial Institutions Commission for new directors, senior officers,

subscribers, and any controlling shareholders prior to taking office, commencing duties, or acquiring ownership. The bankruptcy and criminal record checks along with a resume do not need to be filed prior to taking office or commencing duties; these documents can be filed with us separately.

9) A new return is required to be completed and submitted to the Financial Institutions Commission immediately upon

any change of information contained on the last filed return. A new criminal record check and/or bankruptcy and insolvency report is only required for subsequent changes to information contained in Section C. 5., C. 6. and/or C.7.

Please visit our website at: www.fic.gov.bc.ca

Page 4 of 4

6. Residential Address: (Street Number, City, Province, Postal Code)

A. GENERAL INFORMATION

Director Senior Officer Subscriber Shareholder 2. Personal Information for: (check all that apply)

(Controlling 10% or more of the voting shares)

3. Name of Financial Institution:

4. Full Legal Name:

Middle Names:First Name:Surname:

5. All Previous Names:

Surname: First Name: Middle Names:

7 . Phone Number:

10. Date of Birth:9. Place of Birth:(City, Country)

13. Driver's License #: 14. Issuing Province/Territory:

B. EMPLOYMENT

1. Position/Occupation:

2. Name of Employer:

3. Employer's Address: (Street Number, City, Province, Postal Code)

4 . Phone Number:

8. Citizenship:

11. If you were born outside of Canada, indicate the date of your arrival in Canada:

Location:Until:From:

Location:Until:From:

YES NO

If Yes, please indicate the dates and locations (country, state, province or territory) of each residency:

12. Have you, at any time, resided in a country outside of Canada?

A most recent resume must be included with this form as per Instructions.

(mm/dd/yyyy)

(mm/dd/yyyy)

(mm/dd/yyyy)

Personal Information Return for Directors, Senior Officers,

Subscribers, and Shareholders of Credit Unions, Insurance Companies and Trust Companies

5 . Email Address:

1. Form being Submitted is:

Page 1 of 4 FicPIR2017

New Submission Update to Existing Information (specify which section of form)

Commencement date: Significant Shareholder (specify %)

Ms.Mrs.Mr.Salutation:

1. List any memberships in professional societies or associations (if none, please indicate):

If Conditional Discharge, provide description of conditions:

Type and Details:

7. Under the laws of any province, territory, state, or country, have you ever: (a) been petitioned into bankruptcy, (b) made a voluntary assignment in bankruptcy, or (c) filed a proposal under any bankruptcy or insolvency legislation?

YES NO

If Yes to 7. (a) or (b), please provide the following:

5. Have you ever been convicted of, or are you currently charged with an offence, under the CRIMINAL CODE of Canada, provincial/territorial legislation or the legislation of any jurisdiction outside of Canada, for which you have not been granted a pardon? (includes impaired driving but not minor traffic offences)

If Yes, please provide the type and details of the conviction or offence:

A Criminal Record Check report must be provided as per Instructions.

YES NO

Date: Type and Details:

Type and Details:

Date:

6. Has any disciplinary action been taken against you by professional organizations or self-regulatory bodies, or civil judgements where monetary awards have been made, but not satisfied, or findings of liability against you involving fiduciary, trust or fraud claims? If Yes, please provide the type and details of the judgement or action:

YES NO

Date:

Type and Details:

Date:

(i) Date of Assignment or Receiving Order:

(iii) If Conditional, Date of Conditional Discharge:

(ii) Date of Absolute Discharge:

(iv) Cause of Bankruptcy/Insolvency:

(mm/dd/yyyy)

(mm/dd/yyyy)

(mm/dd/yyyy)

(mm/dd/yyyy)(mm/dd/yyyy)

(mm/dd/yyyy)

(mm/dd/yyyy)

3. List any companies in which you own or control more than 10% of the voting shares (if none, please indicate):

2. List any Directorships held (if none, please indicate):

C. OTHER INFORMATION

Page 2 of 4 FicPIR2017

YES NO4. Connected party of a Trust or Insurance Company per section 48 of the Financial Institutions Act

D. CERTIFICATION

I, the undersigned, hereby certify that the foregoing statements are true, correct and complete to the best of my knowledge, information and belief, and hereby undertake to submit a new Personal Information Return and supporting documents to the Financial Institutions Commission immediately upon any change therein. I consent to the Financial Institutions Commission making such enquiries as it sees fit of government institutions, courts, credit bureaus, financial institutions, current and past employers, and professional organizations or self-regulatory bodies to which I belong or have belonged, for the purpose of investigating my suitability to be a person in a position to control or influence a financial institution, including, but not limited to, a criminal records search through the Royal Canadian Mounted Police or other law enforcement bodies and a bankruptcy and insolvency records search. I acknowledge and agree that the information contained in this return and supporting documents will be used for the purposes described above. I understand that it is an offence under the Financial Institutions Act and the Credit Union Incorporation Act, as applicable, to make a false statement and that it may also be an offence under the CRIMINAL CODE of Canada. I understand that the Financial Institutions Commission may also request additional information from me. I am aware that I have duties and obligations under the Company Act, Business Corporations Act, Financial Institutions Act, or the Credit Union Incorporation Act, as applicable, and that it is my responsibility to fully understand these duties and obligations.

Position/Title at Financial Institution:

Date Signed: Signature:(mm/dd/yyyy)

Failure to supply all required documents may delay your ability to commence duties.

Page 3 of 4 FicPIR2017

A Bankruptcy and Insolvency Records Search Results report must be provided as per Instructions.

If Yes to 7. (c) please provide the following:

(v) Date of Proposal:

(viii) Description of Proposal Terms:

Accepted Rejected (vii) Current Status:(vi) Proposal was:

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.

Part 3

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 canbe a combination of full or half-day sessions.

Credit UnionDirector Achievement (CUDA®) Program

FOR CANADIAN CREDIT UNION BOARD DIRECTORS

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

The CUDA® Program has been nationally recognized since 1988.

THE CUDA® PROGRAMThe Roadmap to Credit Union Corporate Governance

LEVEL A: FOUNDATIONS OF GOVERNANCE 

1. The 7 Modules (can be completed online or in a two-day classroom 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 (full-day, classroom)

Upon successful completion, you will be awarded with a Foundations of Governance Certificate.

LEVEL B: GOVERNANCE IN ACTION 

Four Workshops• Risk Oversight (full-day)• Strategy: Planning and Oversight (full-day)• Board Performance, Development, and Evaluation (half-day)• HR Governance (half-day)

LEVEL C: GOVERNANCE APPLICATION  Four Workshops

• The Role of the Audit Committee (half-day)• Governing Credit Risk (half-day)• Elective course*• Elective course*

*Choose your elective courses from the CUDA Continuing Education section of the Learning Gateway catalogue.

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THE CUDA® PROGRAMThe Roadmap to Credit Union Corporate Governance

Program CompletionRecognition 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 to acknowledging their achievement.

Continuing EducationThe 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 the electives in Level C, and provide continuing education (CE) credits for Accredited Canadian Credit Union Directors.  Director AccreditationSince 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 Dalhousie University to directors who meet all the accreditation requirements below:

• Be a CUDA Program graduate• Have two years of service on a Canadian credit union board• Pass the Credit Union Director Accreditation Exam

For directors to maintain their designation, a total of four (4) CE credits must be completed annually. 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 full-day course• One (1) CE credit for each Cusource® governance webinars (live or recorded)• Up to two (2) CE credits for participation in non-Cusource governance training and/

or events. Click here to access the CE tracking form

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THE CUDA® PROGRAMLevel A: Foundations of Governance

The roadmap to strong credit union governance starts with Level A: Foundations of Governance. The seven online modules provide directors with the context and key concepts for their work as individual directors and as a board. There are two steps to completing Level A: The 7 Modules and the Foundations of Governance in Theory and Action workshop.

The 7 ModulesEach 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 cover 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-study2. In a two-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 WorkshopAfter completing the 7 modules, this case-based, full-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.

Creating & Maintaining Value for Our Members

& Stakeholders

Management Oversight

PerformanceEnhancement

DecisionMaking

Principles & Values

StrategicDirection

Policy Development

5

Contact UsTo learn more about the CUDA® Program, please visit our website at www.ccua.com/cusource or contact Client Solutions.

Client Solutions1.888.367.1386 clientsolutions@ccua.com

® CUSOURCE and CUDA are registered trademarks and ™ CCUA Design, CUSOURCE & Design, and CUDA & Design are trademarks owned by Canadian Credit Union Association.

March 2016

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