WINGS CREDIT UNION
MINUTES OF THE EIGHTY-THIRD ANNUAL MEETING OF MEMBERS
MARCH 24, 2022
The Eighty-Third Annual Meeting of Members of Wings Credit Union was conducted at Wings’ headquarters in Apple Valley, Minnesota and called to order at 4:02 p.m. Central Daylight Time by Board Chair Mark Photiades. Chair Photiades welcomed the members participating and thanked them for attending this year’s meeting, confirming that the Secretary had provided an Affidavit certifying that Proof of Notice of Meeting was provided in accordance with the Credit Union’s Bylaws. He then noted that a quorum was present for the meeting and stated that the meeting would follow the order set out in the provided Agenda for the Eighty-Third Annual Meeting.
Chair Photiades then sought any changes or alterations to the Minutes of the Eight-Second Annual Meeting, which had been distributed to the attendees. There being no changes or alterations offered, he declared those Minutes to be approved by acclamation.
Chair Photiades took a moment to recognize Wings’ Board and Committee members for their service to the Credit Union. In doing so, in addition to himself, he mentioned the Wings 2021-2022 Board of Directors: Jo Ann Harris (Vice Chair), Julie Rath (Secretary/Treasurer), Gregory Miller, Cheryl Minks, Geoff Heck and Frank Weidner (President & CEO); Committee members: Elizabeth Caven, Ben Humphrey, Jane Pennington, Drew Boeke and Victoria Nielsen. Chair Photiades also took a moment to recognize and thank some former directors who were attending the meeting, such as former Board Chair Dale Kariya and former Director Lance Miller.
Report of Directors
Chair Photiades recapped the financial results of 2021 which are included in the year-in-review video shown during the meeting and will be posted to the Wings website. He commented that these results have Wings extremely well-positioned for anything that the future holds.
As Wings looks toward the future, Chair Photiades stated that the organization wants to continue to bring new members into the Credit Union to take full advantage of the cooperative model, adding that word of mouth is a great way to attract new members, but another avenue of growth is by expanding Wings’ physical marketplace presence. He recapped the strategic moves made in 2021 to help facilitate this growth, including opening a new location in Northfield, Minnesota and completing a merger with Brainerd Savings & Loan to expand the Credit Union’s footprint into central Minnesota.
He went on to say that Wings also expanded its community fields of membership to make it even easier for members to join the Credit Union this past year so that now people who live or work in 33 different Minnesota counties are eligible to join Wings, including a band of counties ranging from Olmsted in southeastern Minnesota all the way to Marshall in the far northwestern corner of the state, helping to propel future growth. He acknowledged the hard work of Wings’ dedicated employees on behalf of the membership, adding that their efforts are key to the Credit Union’s success, and that in 2021, the Star Tribune named Wings one of the Top Employers in Minnesota for the ninth consecutive year. He thanked the members for their continued support of Wings Credit Union, adding that with their continued patronage and engagement, Wings has a bright future ahead.
Report of the President & CEO
Mr. Weidner stated that despite all of the uncertainty brought by 2021, it was truly an exceptional year at Wings Credit Union. He thanked the members for their engagement in the past year, adding that their deposits, loans and use of the Credit Union’s everyday financial services helped the organization create tremendous value for its entire membership, with new members being the lifeblood of any financial institution. He referred to statistics provided in the year-in-review video, adding that many members join to take advantage of the great rates Wings offers on deposits, and referred attendees to the statistics provided in the video and Annual Report that will continue to put the ‘credit’ in credit union, while giving flight to its members’ financial dreams.
He continued by saying that beyond its finances, the real difference maker for Wings is its servant’s heart through continued efforts of putting its members’ needs first by generating more than $34 million in direct value for the members through lower loan rates and higher deposit rates than the industry. Wings was also there for its members who were negatively impacted by COVID, providing hardship assistance on more than $100 million in consumer and mortgage loans. In addition, the Credit Union also continued to prioritize the financial literacy initiatives, reaching a record number of community members through seminars and webinars. He then directed attendees’ attention to a brief year-in-review video that touched upon some of the details of the many accomplishments from this past year in service to Wings’ membership.
He then referred to one of the organizations’ biggest accomplishments from this past year as being its asset growth, finishing the year very strong. He acknowledged that as the organization it closes in on the $10 billion in assets threshold, it will bring with it some significant changes to operating procedures, as well as new oversight from the Consumer Financial Protection Bureau, adding that the Credit Union has done a great deal of work both internally and with the Board, evaluating its governance structure and looking ahead to what it will mean for Wings.
To better prepare Wings for the milestone, he announced that the Board has been working with an expert in nonprofit and credit union governance to help develop a new governance framework for Wings. Through this work, it became clear that there will be dramatically increased expectations for Wings, its employees and its Board of Directors. For the directors there will be a need to increase their expertise and the time they spend on Credit Union matters. Accordingly, the topic of board compensation was reviewed with the governance resource. Wings believes that it is appropriate to consider compensation to compensate Directors for their time and expertise and to attract and retain talented Directors. To determine the appropriate level of compensation for the Directors, Wings worked with a global management consulting firm who provided data on other credit unions and community banks. The team also reviewed the amounts paid to professional service providers retained by Wings. Mr. Weidner then brought a recommendation to the membership to pay the Board and Committee members an hourly rate that does not exceed $500, stating that this figure is a cap, not one anticipated to be paid at the outset or to all Directors, regardless of their role. Instead, the Board will establish policies on payment, with rates that vary by role and a cap on the number of compensable hours per year to comply with Minnesota law.
ACTION ITEM: Director Compensation
Mr. Weidner offered a motion to authorize that Board and Committee members be paid an hourly rate for work done in service to the Credit Union at a rate not to exceed $500 per hour. Seconded and vote taken. All in favor. Motion carried.
Mr. Weidner expressed thanks for the vote of confidence in the membership’s Board and excitement about the governance processes being put into place, while looking forward to continuing to advance the work of the Credit Union.
Report of the Supervisory Committee
Supervisory Committee Chair Minks reported that the Supervisory Committee is responsible for identifying, measuring and monitoring the business risks undertaken by the Credit Union and ensuring the integrity of its financial reporting, adding that it also works to ensure compliance with state and federal regulations and to protect the interest of the membership by making sure that the operations of the Credit Union are in line with applicable regulations. She stated that the Committee meets quarterly to review the effectiveness of the Credit Union’s risk management processes and related internal controls.
She added that the Committee also works with the National Credit Union Administration and the Minnesota Department of Commerce during annual examinations and hires and retains independent auditors for its annual external audit of Credit Union procedures and financial condition. In 2021, Wings was examined by both the NCUA and the Department of Commerce and was audited by a national accounting firm, whereby resulting in the examinations and audit for the past year showing that the Credit Union is in compliance with good financial practices and regulatory requirements.
Report of the Nominating Committee
Nominating Committee Chair Harris announced there being two Board seats open for election in 2022. The Nominating Committee placed existing Board Members Julie Rath and Greg Miller into nomination for those seats. She stated that notice regarding the election and the procedure for seeking nomination by petition was sent out to the membership in September and October and no qualified nominations by petition were received. Pursuant to the Credit Union’s Bylaws, Ms. Rath and Mr. Miller were declared elected for three-year terms.
Chair Photiades thanked everyone for their membership and involvement in the Credit Union this past year, stating that their contributions have helped make Wings well-positioned for whatever the future has in store.
There being no further business, Chair Photiades thanked each person for their attendance at the Annual Meeting and declared the meeting adjourned at 4:18 p.m.