Iowa Credit Union League

“Scott zahnle, jeff hayes, murray williams, and travis schipper served as officers, directors, or key employees of affiliates management company, a 100% owned related entity that has a business relationship with iowa credit union league.”

“Amc employee benefits company llc, a 100% owned related entity, is the payroll agent for the organization.”

“This organization has trade association members. These members may be divided into two classes: regular members and associate members. Regular members include all members that are credit unions incorporated in the state of iowa, whether state or federally chartered. Associate members include all members that are credit unions located outside the state of iowa, whether state or federally chartered, and any other members that the board of directors authorizes for membership. Regular members shall have voting rights: associate members shall not have voting rights.”

“At least five months prior to the league's annual meeting, the league will send to all members the following: 1) a report of each member's respective asset category, based on the most recent call report data; 2) a nomination form indicating: (a) the open board position(s) to be filled within each respective asset category at the upcoming election; and (b) any open board at-large board position(s) to be filled at the upcoming election. The board of directors of any member credit union may nominate one (1) of that credit union's employees as a candidate to the league board provided (1) the employee is either the chief executive officer ("ceo") or an employee who directly reports to the ceo and manages other employees of that credit union; (2) neither the employee, nor the employee's family member (spouse, partner and/or child) is currently nor has been in the prior three years an employee of the league or its affiliates or subsidiaries; (3) the credit union falls within the asset category in which there will be a vacancy at the ensuing annual meeting, except in the case of a vacancy for an at-large member, in which case the credit union's asset size is immaterial; (4) the credit union does not already have a member on the board, unless the current director's term is expiring or is not seeking reelection; and (5) that credit union has been a member of the iowa credit union league in good standing for the immediately prior three consecutive years. Within thirty (30) days following the league's distribution of a nomination form to members, each member shall submit its nomination, if any, to the league by returning the completed nomination form. The league will use the submitted nomination forms to compile the list of candidates for open board position(s) in each asset category, as well as any open board position(s) in the at-large category. Each nominee, prior to being included on the ballot or list of candidates for the open board positions, must successfully complete a background check in accordance with criteria and procedures as established by the board of directors. Within thirty (30) days following the deadline for the submission of nomination forms to the league, the league shall send to all members the list of candidates for the open board position(s) to be filled within their respective asset category, as well as any candidates for open at-large positions. Each member credit union shall be entitled to cast a vote for each director to be elected in its respective asset category, and also shall be entitled to cast a vote for each at-large director to be elected. A nominee must receive a majority of the votes cast in order to be declared elected. Within thirty (30) days following the deadline for the league to send the list of candidates to each member, each member will send its vote(s) to the league for tabulation. In the event a nominee does not receive a majority of the votes cast, the two (2) nominees, or more, should there be a tie vote, receiving the greatest number of votes shall again be balloted prior to the annual meeting and the one receiving the majority number of votes shall be declared elected. In the event of a tie vote which cannot be resolved among: (a) two (2) nominees in the same asset category; or (b) two (2) nominees in the at-large category , such directorship shall be resolved by the delegates assembled at the next annual meeting.”

“The fiscal year of the league shall be established by a majority vote of the board of directors. The annual meeting shall be held on a date to be set by the board of directors. However, the board of directors may cancel any annual meeting for just cause. The place of the next annual meeting shall be determined by the delegates at the annual meeting, or the delegates may assign such choice to the board of directors. At least sixty (60) days prior thereto, the president shall notify each member thereof in writing of the date, place and hour of the meeting. At all meetings each member credit union shall be entitled to cast two (2) votes on all questions. Said votes shall be cast by one (1) or two (2) delegates or alternates who must be members of the credit union, and who have been selected by that credit union's board of directors, which selection shall be certified to the league board of directors prior to each meeting. Only delegates or alternates so certified shall have the privilege of voting at any meeting. There shall be no voting by proxy. At each annual meeting, counsel to the league shall cause the credentials of the delegates and alternates attending the annual meeting to be certified. It shall further be the duty of the counsel to cause a report to be presented to the chairperson regarding the delegates and alternates present. Special meetings of the members may be called by the president, a two-thirds (2/3) vote of the board of directors or shall be called upon the request, in writing, of twenty-five percent (25%) or more of member credit unions, provided the requesting credit unions come from more than one (1) asset category (as referred to in article iv, section 2, of these bylaws). Notice of any special meeting shall contain a statement of the purposes of the meeting and only the business specified in the call may be acted upon at such meeting. Each member credit union shall be given at least fifteen (15) days written notice of the date, place and hour of all special meetings. At all regular or special meetings ten percent (10%) or more of the member credit unions shall constitute a quorum.”

“A copy of the form 990 is provided to the board of directors prior to the filing with the internal revenue service.”

“On an annual basis, each member of the board of directors is required to sign a statement that he or she has received a copy of the conflict of interest policy, has read and understood it, has agreed to comply with the policy, has disclosed all potential conflicts of interest, if any, and has agreed to maintain confidentiality with regard to the foundation activities. If a conflict exists, the director abstains from voting, which is documented in the minutes.”

“Affiliates managment company (amc) is a 100% owned related entity of the iowa credit union league (icul). The amc board of directors has formed a compensation committee to review market data compiled by an independent third party and other relevant information to design the compensation plan for the ceo. The compensation committee reviews the compensation plan for the ceo on an annual basis. A review by an independent third party is required by policy to be performed no less than once every three years. The most recent review by the independent third party was performed in 2024.”

“Iowa credit union league makes its governing documents and audited financial statements available to the public upon request in the same time and manner as other disclosures required under internal revenue code section 6104(d).”

“Equity earnings of affiliates management company, inc. -4,289,771. Equity earnings of amc asset holdings, llc 6,160,179. Equity earnings of amc real estate holdings, llc -578,463. Cumulative currency translation -168,422. Member engagement fund book/tax difference -158,158.”

“Iowa credit union league's oversight and selection process has not changed from the prior tax year.”

“11 members served on the organization's board of directors during the year and are considered volunteers. There are also 9 other individuals who work on committees as volunteers. No board or committee members received any compensation, with the exception of individuals serving as board members of affilates management company who receive directors fees at a rate of $3,000 per quarter. Jeff hayes and scott zahnle served on the affiliates management company board and received directors fees. Murray williams served on the board of affilates management company but received no director fees.”