January 2009 AGM Meeting Minutes - Carpathia Credit Union
January 2009 AGM Meeting Minutes - Carpathia Credit Union
January 2009 AGM Meeting Minutes - Carpathia Credit Union
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MINUTES<br />
OF THE 70 TH ANNUAL MEETING OF CARPATHIA CREDIT UNION LIMITED HELD ON<br />
MONDAY, JANUARY 26, <strong>2009</strong> AT THE CANAD INN, 2200 MCPHILLIPS STREET, WINNIPEG,<br />
MANITOBA<br />
1. <strong>Meeting</strong> Called to Order<br />
The President of the Board of Directors, Dr. Mark Karpa, welcomed the members and<br />
called the meeting to order at 7:30 p.m. Dr. Mark Karpa indicated that in December<br />
Victoria Pestrak who was employed with <strong>Carpathia</strong> for more than 30 years passed away.<br />
A moment of silence was observed in memory of Victoria Pestrak and for those members<br />
who passed away this past year.<br />
2. Opening Prayer<br />
a) Father Eugene Maximiuk offered the opening prayer.<br />
b) Dr. Mark Karpa introduced Mr. Roman Zubach, Vice President of the Board to<br />
assume the chairmanship of the meeting. Mr. Roman Zubach welcomed all those<br />
in attendance.<br />
c) Mr. Roman Zubach introduced the special guests in attendance: Mr. Douglas<br />
Einarson, BDO Dunwoody LLP, auditors, Mr. Andrew Ogaranko, Pitblado, Legal<br />
Counsel, Mr. Garth Manness, CEO, <strong>Credit</strong> <strong>Union</strong> Central of Manitoba and Mrs.<br />
Olha Zawerucha-Swuntuch, President, Council of Ukrainian <strong>Credit</strong> <strong>Union</strong>s of<br />
Canada.<br />
d) Mr. Roman Zubach announced the appointments of Natasha Hnydyuk (Ukrainian)<br />
and Marion Wiebe (English) as Recording Secretaries of the meeting.<br />
e) Mr. Roman Zubach asked Mr. Brian Petrynko to announce the total number of<br />
members in attendance. According to the By-Laws, 50 members are required to be<br />
present to form a quorum, and upon ascertaining there were 139 members present,<br />
the Chair declared the meeting duly constituted.<br />
Mr. Roman Zubach reminded Members that registration would close at 8:00 p.m.<br />
f) Before proceeding with the meeting, the Chairperson reminded the Membership<br />
that the Rules and Regulations governing the Annual General <strong>Meeting</strong> are<br />
available at the at the registration tables.<br />
The Chair reminded Members that registration would close at 8:00 p.m.<br />
g) The Chair introduced those seated at the head table: Walter Kulyk (Director), Dr.<br />
Taras Babick (Director), Noella Pylypowich (Director), Donna Korban (Director), Dr.<br />
Mark Karpa, President, Board of Directors, Walter Dlugosh (CEO), Demyan<br />
Hyworon, (Director), and Ken Bielak (Director), Marion Wiebe (English Secretary)<br />
and Natasha Hnydyuk (Ukrainian Secretary). Mr. Bohdan Halkewycz, Director, was<br />
unable to attend the meeting and sent his regrets.
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
3. Approval of Agenda<br />
The Chair, Mr. Roman Zubach, indicated a revised agenda was distributed to all those<br />
who registered and required approval of the agenda.<br />
The Chair asked the members if there was any new business they would like to add to the<br />
agenda. Since there was no new business to discuss the meeting will not recognize any<br />
items not on the agenda.<br />
MOTION by Mr. William Karabin SECONDED by Mr. Maurice Lakusta to approve the<br />
revised agenda.<br />
CARRIED<br />
4. a) <strong>Minutes</strong> of the Last Annual <strong>Meeting</strong><br />
Mr. Roman Zubach requested a motion to approve the minutes of the <strong>January</strong> 21, 2008<br />
Annual General <strong>Meeting</strong> be accepted as circulated.<br />
MOTION by Mrs. Olga Michalchuk SECONDED by Mrs. Luba Huk that the minutes of the<br />
Annual <strong>Meeting</strong> held on <strong>January</strong> 21, 2008 be accepted as circulated.<br />
CARRIED<br />
The full minutes of the last Annual General <strong>Meeting</strong> are available at <strong>Carpathia</strong> <strong>Credit</strong><br />
<strong>Union</strong> upon request.<br />
b) Business Arising Out of Last Annual <strong>Meeting</strong><br />
There was no business arising from the last annual meeting held on <strong>January</strong> 21, 2008.<br />
5. Reports<br />
5.1 Board of Director’s Report<br />
The Board of Director’s report was presented by Dr. Mark Karpa, President.<br />
It’s my privilege and honour to present my report as your President on behalf of the<br />
Board of Directors for the year ending September 30th, 2008. This marks the<br />
completion of 69 years of service by <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> to the Ukrainian<br />
community in Manitoba, its members and its associate members.<br />
Page 2
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
I am proud to report that this fiscal year has been one of <strong>Carpathia</strong>’s most<br />
successful ever. Here are some of the impressive results:<br />
2007-2008<br />
fiscal year<br />
15-year<br />
historical<br />
average<br />
Asset growth up 10.9% under 5%<br />
Result<br />
The highest in the history of our<br />
credit union.<br />
Loan growth up 13.1% 7% Our second highest growth ever.<br />
Deposit<br />
growth<br />
up 11.2% under 5½ % Again, our best growth ever.<br />
Meanwhile, our Gross Operating Income (GOI) was $1.887 million – the third<br />
highest in the history of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong>. In fact, over the last three years,<br />
<strong>Carpathia</strong>’s GOI has been the highest ever, equating to $6.0 million. All indications<br />
are favourable for another successful year. The 2008-09 budget projects GOI of<br />
$2.180 million.<br />
<strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong>’s percentage growth rates in assets, deposits and loans are<br />
equal to or better when compared to other multi-branch urban credit unions in<br />
Manitoba. In other categories, our loan delinquency rate is the lowest while our<br />
liquidity, net of borrowing, is the highest percentage of any multi-branch urban<br />
credit union.<br />
These exceedingly successful financial results have enabled the Board of Directors<br />
to approve a patronage pay-out allocation consisting of $73,000 in dividends which<br />
will be included with redeemed existing surplus shares for a total of $790,000 (a<br />
moderate increase over last year). An additional $464,000 will be paid out to<br />
members in future years in the form of new surplus shares.<br />
The financial service industry continues to become more challenging each year.<br />
Amidst mergers and rising technology costs, <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong>’s on-going<br />
objective is to remain competitive.<br />
<strong>Carpathia</strong> is committed to being a closed bond credit union serving the needs of the<br />
Ukrainian community in Manitoba. As we head into our 70 th anniversary year – a<br />
major milestone! – we look forward to future challenges and opportunities that will<br />
continue to enhance the growth of our credit union and its members.<br />
Our financial success has been possible because of the commitment of the staff at<br />
<strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong>. On behalf of the Board of Directors, I thank our<br />
management and the entire team for their continued dedication and hard work to<br />
meet the evolving financial needs of our members.<br />
I would especially like to thank our Chief Executive Officer, Mr. Walter Dlugosh.<br />
Under his leadership, <strong>Carpathia</strong> has continued to meet its challenges head-on<br />
while achieving record-breaking financial results.<br />
Page 3
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
On a personal note, I am completing my third consecutive term as a board member.<br />
I would like to thank all of the members entrusting me to represent them to the best<br />
of my ability and for their on-going support. I’d like to thank the Board of Directors,<br />
too, for their support and for their time and energy in serving our members. I would<br />
also like to thank my wife, Shelley, for encouraging me to serve on the board for the<br />
last 9 years and for her understanding in my commitment and the time I’ve had to<br />
spend away from home. And, to my children, Orycia, Alexander and Adrianna. I<br />
love you and thank you for your understanding.<br />
Finally, I thank all of our members and associate members for their business,<br />
loyalty and support which all contributes to the success and growth of <strong>Carpathia</strong><br />
<strong>Credit</strong> <strong>Union</strong>.<br />
5.2 Chief Executive Officer<br />
Mr. Walter Dlugosh, Chief Executive Officer, presented the Chief Executive<br />
Officer’s Report.<br />
It is an extreme honour and a privilege that I report to the <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong><br />
membership for the year ending September 30, 2008.<br />
The year end results of the credit union reflected total loan growth of nearly $24 million.<br />
Residential mortgages continued to grow at a rate of nearly 17% resulting in a net<br />
increase of $15.6 million. Consumer term loans experienced the strongest growth in<br />
the credit union’s lending portfolio with a net increase of $4.5 million or nearly 34% for<br />
the year.<br />
The assets of the credit union grew by over $23 million for the year or nearly 11%.<br />
This level of growth was the highest ever recorded by the credit union. Further to this,<br />
as at December 31 st , 2008, <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> has grown in excess of $16 million<br />
since September 30th and has surpassed the $250 million mark.<br />
The year just completed also resulted in the highest ever deposit growth. Deposits<br />
grew by over $22 million or 11%. All deposit categories experienced growth as<br />
members were assured that the credit union would be competitive in the interest rates<br />
that were being offered.<br />
Total equity grew by 5% and is at $13.8 million. The credit union’s capital and liquidity<br />
remain well in excess of regulatory guidelines.<br />
<strong>Carpathia</strong> credit union welcomed nearly 500 new members and 144 associates in the<br />
year. In terms of the associate status, which was introduced in 2003, <strong>Carpathia</strong> <strong>Credit</strong><br />
<strong>Union</strong> had 320 associates as at September 30, 2008. Associate loans outstanding as<br />
at September 30, 2008 comprised over 9% of total loans outstanding, while associate<br />
deposits were 1.65% of total deposits. Income earned from associates to the credit<br />
union was equal to 7.1% of the total income earned by the credit union in 2008.<br />
Page 4
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
The financial results for the year indicate that the financial margin remained unchanged<br />
even after achieving 13% loan growth and 11% deposit growth. This was reflective of<br />
the decreasing interest rate environment. Total Operating Expenses in 2008 increased<br />
by 6.6% and were confined to 2 areas. Administrative expense increases were<br />
centered on Advertising, Promotions, Sponsorships, and donations. More funds were<br />
allocated towards a branding initiative to make the credit union better known in the<br />
Winnipeg community as well as a strong promoter of Ukrainian events. Personnel<br />
expense increases were the result of staff training & education along with salary<br />
increases. The increase experienced in Other Income was primarily due to increases<br />
in foreign exchange gains as a result of the membership’s activity in purchasing US<br />
currency along with increases to commission revenue.<br />
I would like to personally thank you our members who continue to support and remain<br />
loyal to our credit union. I would also like to thank our Board of Directors for their efforts<br />
and guidance. In particular I would like to thank Dr. Mark Karpa who will be retiring<br />
from the Board of Directors this evening after serving <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> and its<br />
members for the last nine years.<br />
Finally, I would like to thank the staff of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> for their commitment<br />
and dedication in serving our members.<br />
5.3 Auditors<br />
The Chair, Mr. Roman Zubach, introduced Mr. Douglas Einarson the representative<br />
of BDO Dunwoody, LLP. Mr. Douglas Einarson reported that the financial<br />
statements of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited present fairly, in all material respects,<br />
the financial position of the <strong>Credit</strong> <strong>Union</strong> as at September 30, 2008. It was noted<br />
that Mr. Douglas Einarson was available to answer any questions.<br />
MOTION by Mr. Maurice Lakusta, SECONDED by Mr. Peter Kuryk that the reports<br />
be accepted as circulated and presented.<br />
CARRIED<br />
6. Appointment of External Auditors<br />
The Chair requested that Mrs. Donna Korban on behalf of Mr. Bohdan Halkewycz, Chair<br />
of the Audit & Finance Committee, present a formal motion in regard to external auditors.<br />
“BDO Dunwoody has been our auditor for the last two years. It is my pleasure to move<br />
that BDO Dunwoody continue as our external auditors for the year ending September 30,<br />
<strong>2009</strong>”.<br />
MOTION by Mrs. Donna Korban to reappoint the firm of BDO Dunwoody LLP as external<br />
auditors for the year ending September 30, <strong>2009</strong>, SECONDED by Mr. Ron Moroz.<br />
CARRIED<br />
Page 5
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
7. Patronage Refund Announcement<br />
Mr. Roman Zubach called upon the President, Dr. Mark Karpa and the CEO, Mr. Walter<br />
Dlugosh to present a ceremonial cheque in the amount of $843,000 to the membership of<br />
<strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong>.<br />
“It is with great pleasure that the Board of Directors of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> provides its<br />
members the opportunity of participating in the success of our credit union.<br />
Over the next few weeks <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> members receiving $50 or more in<br />
dividends and patronage refunds will be getting their annual cheques sent to them in the<br />
mail. Members receiving less than $50 will have the funds deposited into their accounts.”<br />
A symbolic cheque in the amount of $843,000 was presented by Dr. Mark Karpa and Mr.<br />
Walter Dlugosh to the membership of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited. The following<br />
members were invited to the front Mrs. Yolanda Graham and Mr. Wayne Kochie.<br />
8. Election of Officers<br />
8.1 Board of Directors Election Results<br />
The Chair of the Nominating Committee, Mr. Demyan Hyworon, informed the<br />
members that after a diligent process of recruiting qualified candidates was<br />
conducted and the following qualified candidates were selected:<br />
1. Dr. George Chuchman<br />
2. Noella Pylypowich<br />
3. Bohdan Halkewycz (Unable to attend).<br />
MOTION by Mr. Demyan Hyworon to accept the slate of Dr. George Chuchman,<br />
Noella Pylypowich and Bohdan Halkewycz as presented SECONDED by Mr.<br />
Richard Stefanec.<br />
CARRIED<br />
The Chair of the Nominating Committee presented the Nominating Committee<br />
report.<br />
“Тhe role of the Nominating Committee is an exteremely important one. The<br />
Commitee reports to the Board of Directors and is responsible for the recruitment<br />
of prospective candidates to the Board of Directors, ensuring that all candidates are<br />
qualified and to present the slate of these candidates to the Board of Directors for<br />
approval. Over the coming year, the Nominating Committee will meet on several<br />
ocassions to recruit nominees for Board of Directors positions using various<br />
methods of recruitment. The Nominating Committee for <strong>2009</strong> consists of Board<br />
Members as well as: Mr. Don Cilinsky, Ms. Katrusia Basarab and Mr. Ihor<br />
Michalchyshyn”.<br />
Page 6
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
9. New Business<br />
Resolution of Members for By-Law Amendments<br />
The Chair introduced Dr. Taras Babick to present the resolution of members for By-law<br />
amendments. Dr. Taras Babick indicated that <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> is governed by<br />
provincial By-Laws which must be consistent with the Act. The two By-Laws are: 1)<br />
allows members to make amendments to the By-Laws and 2) that patronage refunds must<br />
be equal to or greater than the rate fixed for Associates.<br />
MOTION by Dr. Taras Babick SECONDED by Mrs. Halia Korban to accept the resolution<br />
of members as presented in the registration package.<br />
CARRIED<br />
The motion was carried with two-thirds of a majority.<br />
10. Greetings From Special Guests<br />
The Chair introduced Mr. Garth Manness, Chief Executive Officer of <strong>Credit</strong> <strong>Union</strong> Central<br />
of Manitoba and invited Mr. Manness to the podium. On behalf of <strong>Credit</strong> <strong>Union</strong> Central of<br />
Manitoba, Mr. Garth Manness congratulated <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> on their tremendous<br />
success.<br />
The Chair introduced Mrs. Olha Zawerucha-Swuntuch, President of the Council of<br />
Ukrainian <strong>Credit</strong> <strong>Union</strong>s of Canada who extended sincere best wishes on the occasion of<br />
<strong>Carpathia</strong>’s 70 th anniversary. The Ukrainian credit unions are working on creating a<br />
stabilization fund and acknowledged the support of Mr. Bohdan Halkewycz in this<br />
initiative. Mrs. Olha Zawerucha-Swuntuch also acknowledged the support of Mr. Demyan<br />
Hyworon, Treasurer and Mr. Bohdan Halkewycz, representing the Council of Taras<br />
Shevchenko.<br />
11. Adjournment<br />
The Annual <strong>Meeting</strong> was adjourned at 8:45 p.m. and was followed by a reception.<br />
MOTION by Mrs. Luba Huk SECONDED by Mr. Maurice Lakusta to adjourn the 70th<br />
Annual <strong>Meeting</strong>.<br />
CARRIED<br />
Page 7
<strong>Minutes</strong> of the 70 th Annual General <strong>Meeting</strong> of <strong>Carpathia</strong> <strong>Credit</strong> <strong>Union</strong> Limited held on <strong>January</strong> 26, <strong>2009</strong><br />
Draw for ten $70 Door Prizes<br />
1. Helen Krawchuk-Suchy 6. Joan Sikorsky<br />
2. Patricia Babick 7. Joe Sobko<br />
3. Hannya Klimenko 8. Mike Lepki<br />
4. Taras Matwyczuk 9. Nadia Leskiw<br />
5. Francis Semeniuk 10. Paul Ruta<br />
The $250 cash grand prize was won by Mr. Wayne Kochie.<br />
_______________________________<br />
Roman Zubach<br />
Chairman<br />
_____________________________<br />
Marion Wiebe<br />
Recording Secretary (English)<br />
Page 8