Southern Mass Credit Union

“At the Southern Mass Credit Union Annual Meeting held on Friday, March 28, 2014, in the lobby of the Credit Unions Main Office, located at 123 Alden Road in Fairhaven, MA, a meeting duly held and called for under the Credit Unions By-Laws for the purpose of conducting business of the Annual Meeting of the Credit Union and for the purpose of amending the Credit Unions By-Laws, the membership approved a change to Article II, Section, 1: Membership and Sphere of Operation, of the Credit Unions By-laws, and on June 25, 2014, the Credit Unions primary regulator, the Massachusetts Commissioner of Banks approved the changes to the Credit Unions By-Laws. The amended and approved Article II, Section 1, of the Credit Unions By-Laws are as follows:ARTICLE II, Section 1:MEMBERSHIP AND SPHERE OF OPERATIONMembership in this corporation is limited to those who are retired employees of, or presently employed by American Telephone & Telegraph Company or the seven divested Bell Companies or their subsidiaries, or the employees of this Credit Union or the families of such members. Any person not eligible for membership may be the holder of a joint account with members of this Credit Union, but only for the purpose of making deposits, purchasing shares or making withdrawals.Also eligible in this membership are persons who live, work, or attend school* in Bristol, Barnstable, Dukes, Nantucket and Plymouth counties in Massachusetts; Bristol and Newport counties in Rhode Island; the Providence County Rhode Island cities and towns of Central Falls, Cranston, Cumberland, East Providence, Johnston, Lincoln, North Providence, North Smithfield, Pawtucket, Providence, Smithfield and Woonsocket; and family members of such persons and organization members. Family members** are defined as persons related to the member by blood**, marriage, or other recognized family relationships in the same household (under the same roof), or if not in the same household, as grandparent, parent, spouse, sibling, child or grandchild.A. The term attend school shall mean enrollment in:Any public, private, independent or religious nursery, preschool, elementary, middle, junior high, high, or preparatory school or academy; Any public, private, independent or religious vocational technical high school; Any public, private, independent or religious agricultural high school; Any public, private, independent, religious, not-for-profit or for-profit community college, institution, college or university for the purpose of pursuing an undergraduate or post-graduate educational degree; Any public, private, independent, religious, not-for-profit or for-profit law or medical school, college or university; Any public, private, independent, religious, not-for-profit or for-profit teachers college; Any public, private, independent, religious, not-for-profit or for-profit post-high school technical school; Any institute for the purpose of training in a new career; Any military academy or school; or Any seminary.B. The terms by blood and family member shall mean:Individuals who are related or identified as husband, wife, spouse, partner, father, mother, son, daughter, brother, sister, uncle, aunt, cousin, nephew, niece, grandfather, grandmother, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half-brother or half- sister, adoptive relationships and any person who maintains his or her principal residence in the same household with a member.”

“Persons who meet the requirements of the organization's field of membership who hold at least one share of the capital.”

“Each member has a vote at the election of the board of directors.”

“Any changes to the incorporating documents,i.e. Bylaws, are approved by the membership.”

“The 2013 990 was reviewed and approved by the audit committee on thursday, july 10, 2014 and by the board of directors on tuesday, july 15, 2014. The 2014 990 will be reviewed and approved by the audit committee prior to filing the return.”

“Officers, directors,and key employees are required to disclose when a potential conflict arises. Also, annually, the code of ethics which contains the conflict of interest policy is distributed to all employees and directors which explains when to and how to report any conflicts of interest. Each employee and director must sign, acknowledging the receipt and understanding of the policy.”

“The executive and personnel committee in the first quarter of each year, review the ceo's compensation package and determine the total compensation for the year which is recommended to the board and approved by the board in february or march for an effective date of april 1. The committee usually reviews the ceo's total compensation in relation to industry averages and usually reviews a report on industry credit union ceo compensation.as for the other officers, they only receive regular employee benefits; there are no supplemental or special compensation for them. No other officer is compensated over $100,000. All other employees other than the ceo have annual appraisals; the ceo conducts and documents appraisals for all senior managers in a detailed written review. These employees are eligible for the board approved pay raises which are a percentage increase which are approved in may or june for effective date the first full week of july for all employees other than the ceo. The ceo periodically reviews the compensation of senior managers with the credit union's league's compensation review of credit union employees in the region.”

“Information is posted in credit union lobby and available upon request.”

“An extension has been filed for the form 990t. The extended due date is november 16, 2015 subsequent to the august 15. 2015 extended due date for the form 990. Form 990t will be filed by the extended due date of november 16, 2015.”

“Change in fas115- unrealized gain/loss = $5150”

“Equity acquired in merger = $1849051”