2024-11-15T10:07:48-06:00 2023-12-31 410746749 CLIFTONLARSONALLEN LLP 20 EAST THOMAS ROAD SUITE 2300 PHOENIX AZ 85012 990 2023-01-01 910440744 CREDIT UNIONS IN THE STATE OF WASHINGTON TWINSTAR CREDIT UNION CRED 8002583115 PO BOX 718 OLYMPIA WA 98507 KIMBERLY STEEPY CFO 8002583115 2024-11-14 1 1 MELISSA HANGSLEBEN P02087031 6022662248 2024-11-14 2023 2024-10-15 13:58:12Z TWINSTAR CREDIT UNION JEFF KENNEDY PO BOX 718 OLYMPIA WA 98507 407673571 0 X WWW.TWINSTARCU.COM X 1937 WA TO INVEST IN PEOPLE AND EMPOWER SUCCESS. 13 13 923 13 440073 0 0 0 111119422 216211648 8396035 21407516 -3464 31825 119511993 237650989 839085 1152325 5210449 38251035 44833120 69692412 0 0 0 42882782 96265424 93765436 205361196 25746557 32289793 2252123510 4200889028 2091928078 3814489065 160195432 386399963 X INVEST IN PEOPLE, CHAMPION SUCCESS. 0 0 IN 2023, WITH THE COMBINED STRENGTH OF TWINSTAR CREDIT UNION AND NORTHWEST CREDIT UNION, OUR MISSION IS TO INVEST IN PEOPLE AND CHAMPION SUCCESS. WE LOOK TO HELPING OUR MEMBERS AND THE COMMUNITIES WE SERVE TO ACHIEVE FINANCIAL SECURITY AND PROVIDE AVENUES THROUGH FINANCIAL SERVICES AND EDUCATION TO EMPOWER OUR MEMBERS TO REACH THEIR DREAMS.SHARE ACCOUNTS: TWINSTAR SAVINGS ACCOUNTS OFFER ADVANTAGES TO MEMBERS OF ALL AGES. TWINSTAR HAD 256,254 MEMBERS ON DECEMBER 31, 2023. MEMBER SAVINGS ACCOUNTS PAY DIVIDENDS MONTHLY AND OFFER ACCESS THROUGH THE BRANCH NETWORK, HOME BANKING VIA THE INTERNET OR TELEPHONE, MOBILE BANKING AND VIA ATMS WORLDWIDE. SPECIAL SAVINGS ACCOUNTS ARE DESIGNED FOR CHILDREN AND TEENAGERS TO ENCOURAGE THE DEVELOPMENT OF CONSISTENT SAVINGS HABITS. CHECKING ACCOUNTS: TWINSTAR PROVIDES CHECKING ACCOUNTS FOR CONSUMERS WITH VARIOUS FEATURES, FROM FREE ACCOUNTS TO THOSE WITH ENHANCED BENEFITS. MOST OFFER DIVIDENDS THAT ARE PAID MONTHLY. ADDITIONALLY, TWINSTAR EXTENDS THE REACH OF THESE ACCOUNTS TO ALL MEMBERS WITH FREE DEBIT CARDS, INTERNET ACCOUNT ACCESS, MOBILE BANKING AND FREE USE OF THE INTERNET BILL PAYER PLATFORM. CONSUMER LOANS: TWINSTAR CREDIT UNION HAS PROVIDED VEHICLE LOANS SINCE ITS EARLY YEARS. THE CONSUMER LOAN PRODUCT LINE NOW INCLUDES EFFICIENT UNDERWRITING AND FLEXIBLE OFFERINGS FOR RECREATIONAL VEHICLES, BOATS AND MOTORCYCLES. TWINSTAR ALSO OFFERS VISA CREDIT CARDS TO MEMBERS. THIS PRODUCT LINE SATISFIES MEMBERS DIVERSE BORROWING NEEDS, FROM A SHARE SECURED CARD TO A CREDIT LINE FOR YOUNG BORROWERS TO A CARD WITH LARGER CREDIT LINES AND LOW INTEREST RATES. TWINSTAR ALSO OFFERS HOME EQUITY/REAL ESTATE LOANS, BUSINESS LOANS AND STUDENT LOAN REFINANCE. WE OFFER AND ACTIVELY SELL TO OUR MEMBERS DIFFERENT KINDS OF INSURANCE, HOMEOWNERS, CONDO, RENTERS TRAVEL TRAILERS, RV'S, AUTO, MOTORCYCLE, WATERCRAFT, MOBILE/MANUFACTURED HOMES, ATV'S, UMBRELLA, PERSONAL EXCESS POLICIES, EARTHQUAKE, FLOOD, COMMERCIAL AUTO, AND SMALL BUSINESS LOANS. 0 0 1 0 0 0 0 1 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 98375 0 1 923 1 1 1 0 0 0 0 0 1 0 X 13 13 0 0 1 0 1 1 1 1 1 0 1 1 0 1 1 1 1 1 1 1 0 X KIMBERLY STEEPY 8002583115 PO BOX 718 OLYMPIA WA 98507 BRAD ANDERSON DIRECTOR 1.00 0.00 X 11667 0 0 BARB BLACKMORE DIRECTOR 1.00 0.00 X 11667 0 0 DONNA FELICIANO DIRECTOR 1.00 0.00 X 26320 0 0 GAYLA GJERTSEN DIRECTOR 1.00 0.00 X 17917 0 0 RONALD HASTIE VICE CHAIR 1.00 0.00 X X 24695 0 0 BRIAN HURLEY DIRECTOR 1.00 0.00 X 19765 0 0 RICHARD LEUNG DIRECTOR 1.00 0.00 X 11667 0 0 KIM MARTIN SECRETARY 1.00 0.00 X X 22701 0 0 JENA MILLER DIRECTOR 1.00 0.00 X 17917 0 0 MARK NEARY DIRECTOR 1.00 0.00 X 22292 0 0 THOMAS PETTUS-CZAR DIRECTOR 1.00 0.00 X 14583 0 0 DAVID RAINWATER CHAIR 1.00 0.00 X X 20417 0 0 JON RUIZ DIRECTOR 1.00 0.00 X 14583 0 0 JEFF KENNEDY CEO/TREASURER 40.00 0.30 X 1121876 0 869466 JOHN IGLESIAS PRESIDENT 40.00 0.00 X 546420 0 193495 KIMBERLY STEEPY CHIEF FINANCIAL OFFICER 40.00 0.30 X 350743 0 44477 JERROD KELLER CHIEF OPERATIONS OFFICER (THRU 7/23) 40.00 0.00 X 230330 0 29654 AARON PALMER CHIEF REVENUE OFFICER 40.00 0.00 X 337453 0 135764 TAMMY TEETER CHIEF ADMINISTRATIVE OFFICER 40.00 0.00 X 299329 0 45836 CHERYL CROW CHIEF CREDIT OFFICER 40.00 0.00 X 167264 0 31149 ALAN PITCHER CHIEF INFORMATION OFFICER 40.00 0.00 X 172603 0 28826 KENNETH MYHRA CHIEF PAYMENTS OFFICER 40.00 0.00 X 165506 0 24400 JEFFREY YODER CHIEF ACCOUNTING OFFICER 40.00 0.00 X 150524 0 25304 PATRICE KRUGER VP CHANNEL SERVICES 40.00 0.00 X 218411 0 34979 DIANE SOKOLIK VP CONSUMER LENDING 40.00 0.00 X 208776 0 43018 DEBRA GILDNER VP ACCOUNTING & FINANCE 40.00 0.00 X 213846 0 32184 RACARDO MCLAUGHLIN VP MORTGAGE LENDING 40.00 0.00 X 213946 0 31155 LAURIE KRESL VP MARKETING 40.00 1.00 X 207925 0 27960 4841143 0 1597667 95 0 1 0 FISERV PO BOX 208457 DALLAS TX 75320 FINANCIAL TECHNOLOGY SERVICES 3107631 NARMI INC PO BOX 231517 NEW YORK NY 10023 ONLINE BANKING SERVICES 2319425 JACK HENRY & ASSOCIATES INC PO BOX 609 MONETT MO 65708 SOFTWARE MAINTENANCE/CONSULTING 1035742 Q2 SOFTWARE INC PO BOX 678272 DALLAS TX 75267 ELECTRONIC BANKING SERVICES 795180 ALM FIRST GROUP LLC 3800 MAPLE AVE STE 600 DALLAS TX 75219 ASSET AND LIABILITY MANAGEMENT SERVICES 739429 81 INTEREST ON LOANS 522100 163823409 163823409 SERVICE CHARGES AND FEES 522100 25705271 25697505 7766 VISA/INTERCHANGE INCOME 522100 20555680 20407598 148082 OTHER NONINTEREST INCOME 522100 3619175 3334950 284225 LOAN SALES AND SERVICING INCOME 522100 2508113 2508113 216211648 20850664 20850664 48361 16536 31825 31825 31825 170490870 72028 169983318 22728 507552 49300 556852 556852 237650989 215771575 440073 21439341 1099375 52950 38251035 5206610 49253113 3412742 7338233 4481714 1512812 381626 10000 3019923 1644220 4397024 9697471 4341711 973747 690995 12630773 557187 5247006 541185 PROVISION FOR LOAN LOSS 27668733 MEMBER SERVICES 13105472 LOAN SERVICING EXPENSES 4969710 OTHER EXPENSES 4839340 36489 205361196 13531081 146100369 57376098 94692598 3575919 4678190 1644894203 3218683505 6122855 9313819 133021773 58135983 40280287 74885790 398585319 385604937 19989412 23594189 131420142 67768336 111915489 2252123510 4200889028 21147170 48039358 4176679 3906464 86000000 305000000 1980604229 3457543243 2091928078 3814489065 X 0 0 0 0 160195432 386399963 160195432 386399963 2252123510 4200889028 X 32289793 6489440 187425298 X X 0 1 X 1 0 10000 0 0 10000 10000 1 GOWEST CREDIT UNION ASSOCIATION 18000 INTERNATIONAL BLVD STE 350 SEATAC WA 98188 910460483 10000 PART I-A, LINE 1: CONTRIBUTION TO POLITICAL ORGANIZATION 0 1 X 18265481 18265481 75798224 30598492 45199732 5493214 3220448 2272766 31238628 22514281 8724347 2226226 1802762 423464 74885790 MEMBERS' SHARE AND SAVINGS ACCOUNTS 3447116422 DEFERRED COMPENSATION LIABILITIES 5642987 LEASE LIABILITY 4783834 3457543243 X PART IV, LINE 2B: CUSTODIAL ESCROW BALANCES MAINTAINED IN CONNECTION WITH LOAN SERVICING. PART X, LINE 2: THE CREDIT UNION IS STATE CHARTERED AND FEDERALLY TAX-EXEMPT UNDER INTERNAL REVENUE CODE 501(C)(14), EXCEPT TO THE EXTENT OF UNRELATED BUSINESS INCOME. THE CREDIT UNION HAD NO UNRECOGNIZED TAX BENEFITS AS OF DECEMBER 31, 2023. THE CREDIT UNION RECOGNIZES INTEREST ACCRUED AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS AS A NONINTEREST EXPENSE. DURING THE YEAR ENDED DECEMBER 31, 2023, THE CREDIT UNION RECOGNIZED NO INTEREST AND PENALTIES. 1 TWINSTAR COMMUNITY FOUNDATION 4501 INTELCO LP SE LACEY WA 98503 371768613 501(C)(3) 338113 0 COLLEGE/HIGHER ED SCHOLARSHIPS/CLASSROOM ASSISTANCE MULTICARE FOUNDATIONS PO BOX 5296 TACOMA WA 98415 911514257 501(C)(3) 75000 0 HELPING HANDS SPONSORSHIP NORTH THURSTON PUBLIC SCHOOLS 305 COLLEGE ST NE LACEY WA 985165390 916017626 CITY OF LACEY 41500 0 ONE SCHOOL/ONE BOOK SPONSORSHIP SPSCC FOUNDATION 2011 MOTTMAN RD SW OLYMPIA WA 98512 911174940 501(C)(3) 38500 0 EVENT SPONSORSHIP; SCHOLARS FUND SAINT MARTIN'S UNIVERSITY 5300 PACIFIC AVE SE LACEY WA 98503 910564993 CITY OF LACEY 36202 0 ATHLETICS SPONSORSHIP GOWEST CREDIT UNION FOUNDATION 18000 INTERNATIONAL BLVD STE 1102 SEATAC WA 98188 911649328 501(C)(3) 28250 0 CU FOR KIDS DONATION EVERGREEN SCHOOL DISTRICT FOUNDATION 13215 C-8 MILL PLAIN BLVD VANCOUVER WA 98684 911714854 CITY OF VANCOUVER 17500 0 GENERAL OPERATIONS ASIA PACIFIC CULTURAL CENTER 3513 EAST PORTLAND AVE TACOMA WA 98404 911854410 501(C)(3) 15500 0 GENERAL OPERATIONS CITY OF LACEY 420 COLLEGE ST SE LACEY WA 985031238 910819427 CITY OF LACEY 15000 0 4TH OF JULY CULTURAL/SPONSORSHIP THURSTON COUNTY CHAMBER OF COMMERCE 809 LEGION WAY SE OLYMPIA WA 98501 910346205 501(C)(6) 15000 0 GENERAL OPERATIONS FRANKLIN PIERCE HIGH SCHOOL 315 129TH ST S TACOMA WA 984455044 916014726 CITY OF TACOMA 13500 0 STUDENT EVENTS SPONSORSHIPS UNITED WAY OF LEWIS COUNTY 450 NW PACIFIC AVE CHEHALIS WA 985322019 910715071 501(C)(3) 12493 0 DEI DONATION; GOLF FUNDRAISER SPONSORSHIP SEATTLE CHILDREN'S FOUNDATION PO BOX 5371 SEATTLE WA 981455005 911156519 501(C)(3) 12125 0 FOUNDATION SUPPORT GOWEST CREDIT UNION ASSOCIATION 18000 INTERNATIONAL BLVD STE 1102 SEATAC WA 98188 910460483 501(C)(6) 12000 0 EVENT SPONSORSHIP CITY OF ABERDEEN 200 E MARKET ST ABERDEEN WA 98520 916001226 CITY OF ABERDEEN 10000 0 EVENT SPONSORSHIP/CULTURAL THE ARC OF SW WASHINGTON PO BOX 2608 VANCOUVER WA 98668 910759016 501(C)(3) 10000 0 GENERAL OPERATIONS COMMUNITY FOUNDATION OF SO PUGET SOUND 212 UNION AVE SE STE 102 OLYMPIA WA 985011302 943121390 501(C)(3) 10000 0 GIVE LOCAL/SPONSORSHIP UNITED WAY OF THURSTON COUNTY 3525 7TH AVE SW STE 201 OLYMPIA WA 98502 910713462 501(C)(3) 10000 0 CORNERSTONE SPONSORSHIP A STEP AHEAD IN PIERCE COUNTY 10324 CANYON RD E STE 203 PUYALLUP WA 98373 912145470 501(C)(3) 10000 0 EVENT SPONSORSHIP OFFICE OF THE SECRETARY OF STATE PO BOX 40224 OLYMPIA WA 985040224 916001106 CITY OF OLYMPIA 8000 0 COMBINED FUND DRIVE SOUTH SOUND YMCA 2102 CARRIAGE DRIVE OLYMPIA WA 98502 910586473 501(C)(3) 7500 0 ANNUAL CAMPAIGN DONATION; BREAKFAST SPONSORSHIP EMERGENCY FOOD NETWORK 3318 92ND ST S LAKEWOOD WA 98499 943131776 501(C)(3) 7500 0 ABUANDANCE SPONSORSHIP CENTRAL WILLAMETTE CREDIT UNION PO BOX D ALBANY OR 973210437 930496543 501(C)(14) 7500 0 CU 4 KIDS DONATION TUMWATER PARKS AND RECREATION 555 ISRAEL RD SW TUMWATER WA 98501 916001520 CITY OF TUMWATER 7000 0 EVENTS/PROGRAMS SPONSORSHIPS HOPE ALLIANCE PO BOX 857 CENTRALIA WA 98531 910937147 501(C)(3) 7000 0 EVENT SPONSORSHIP ONALASKA ALLIANCE PO BOX 634 ONALASKA WA 98570 264577681 501(C)(3) 6692 0 BACKPACK PROGRAM/EVENTS/SPONSORSHIPS BIG BROTHERS BIG SISTERS 2424 HERITAGE CT SW STE 302 OLYMPIA WA 98502 910673185 501(C)(3) 6500 0 FUNDRAISING/AUCTION SPONSORSHIP FAMILY EDUCATION & SUPPORT SERVICES PO BOX 14907 TUMWATER WA 98511 912003717 501(C)(3) 6375 0 PROGRAM SPONSORSHIPS COLUMBIA RIVER MENTAL HEALTH SERVICES PO BOX 1337 VANCOUVER WA 98666 910609138 501(C)(3) 6000 0 GALA SPONSORSHIPS/DONATION CITY OF OLYMPIA PO BOX 7966 OLYMPIA WA 985077966 916001261 CITY OF OLYMPIA 6000 0 OLY ON ICE EVENT SPONSORSHIP NORTH THURSTON EDUCATION FOUNDATION PO BOX 3312 LACEY WA 985093312 911433235 501(C)(3) 6000 0 FOUNDATION SUPPORT/FUNDRAISING CIELO 1601 NORTH STREET SE OLYMPIA WA 98501 911728671 501(C)(3) 5100 0 LAS POSADAS SPONSORSHIP 29 3 VOICE OF CHILDREN CONTEST 10 1000 SCHOLARSHIP AWARD 26 51950 PART I, LINE 2: ANNUALLY, TWINSTAR CREDIT UNION THROUGH THE TWINSTAR COMMUNITY FOUNDATION, AWARDS SCHOLARSHIPS TO ELIGIBLE MEMBERS VIA TWO SEPARATE PROGRAMS: INCOMING FRESHMEN PROGRAM AND HIGHER EDUCATION/OR CURRENT COLLEGE ENROLLERS PROGRAM. AWARDEES ARE DETERMINED BY THE SCHOLARSHIP COMMITTEE WHO GRADES EACH APPLICATION. THE FUNDS ARE DIRECTLY MADE PAYABLE TO THE EDUCATIONAL INSTITUTION ON BEHALF OF THE AWARDEE. IF NOT USED, THE FUNDS REVERT BACK TO THE CREDIT UNION. TWINSTAR SPONSORS COMMUNITY EVENTS THAT MEET THREE CATEGORIES (EDUCATION, ECONOMIC DEVELOPMENT AND SPONSORSHIP) IN ALL ITS MARKET AREAS. EMPLOYEES USUALLY ACTIVELY PARTICIPATE IN THESE EVENTS UPON REQUEST OF THE ORGANIZATION OR AS PART OF TWINSTAR'S CONTINUOUS SUPPORT TO THE COMMUNITIES IT SERVES. X 1 1 X X X 0 1 0 JEFF KENNEDY CEO/TREASURER 754184 0 336699 0 30993 0 853020 0 16446 0 1991342 0 0 0 JOHN IGLESIAS PRESIDENT 346726 0 1368 0 198326 0 174622 0 18873 0 739915 0 0 0 AARON PALMER CHIEF REVENUE OFFICER 264771 0 66877 0 5805 0 107170 0 28594 0 473217 0 0 0 KIMBERLY STEEPY CHIEF FINANCIAL OFFICER 285634 0 59030 0 6079 0 33128 0 11349 0 395220 0 0 0 TAMMY TEETER CHIEF ADMINISTRATIVE OFFICER 235279 0 56359 0 7691 0 25204 0 20632 0 345165 0 0 0 JERROD KELLER CHIEF OPERATIONS OFFICER (THRU 7/23) 143558 0 60933 0 25839 0 23248 0 6406 0 259984 0 0 0 PATRICE KRUGER VP CHANNEL SERVICES 186639 0 30223 0 1549 0 22001 0 12978 0 253390 0 0 0 DIANE SOKOLIK VP CONSUMER LENDING 178129 0 29098 0 1549 0 22070 0 20948 0 251794 0 0 0 DEBRA GILDNER VP ACCOUNTING & FINANCE 185060 0 27237 0 1549 0 21374 0 10810 0 246030 0 0 0 RACARDO MCLAUGHLIN VP MORTGAGE LENDING 183079 0 28220 0 2647 0 21605 0 9550 0 245101 0 0 0 LAURIE KRESL VP MARKETING 158656 0 27181 0 22088 0 18410 0 9550 0 235885 0 0 0 ALAN PITCHER CHIEF INFORMATION OFFICER 170512 0 1397 0 694 0 4264 0 24562 0 201429 0 0 0 CHERYL CROW CHIEF CREDIT OFFICER 165285 0 1484 0 495 0 12594 0 18555 0 198413 0 0 0 KENNETH MYHRA CHIEF PAYMENTS OFFICER 163808 0 1326 0 372 0 4999 0 19401 0 189906 0 0 0 JEFFREY YODER CHIEF ACCOUNTING OFFICER 148518 0 1484 0 522 0 12081 0 13223 0 175828 0 0 0 PART I, LINE 1A TRAVEL EXPENSES FOR GUESTS OF OFFICERS, DIRECTORS AND KEY EMPLOYEES WILL BE PAID BY THE CREDIT UNION AND ARE INCLUDED IN THE BUDGET. A 1099-MISC FORM IS ISSUED TO ELECTED OFFICIALS (BOARD MEMBERS AND SUPERVISORY COMMITTEE MEMBERS) PROVIDED THE REPORTING THRESHOLD IS MET. PART I, LINE 4B DEFERRED COMPENSATION PLAN [SECTION 457(F)] - THE CREDIT UNION HAS ENTERED INTO 457(F) DEFERRED COMPENSATION AGREEMENTS WITH CERTAIN SENIOR EXECUTIVES. THE FOLLOWING WERE THE CONTRIBUTIONS TO THE PLAN DURING 2023. THERE WERE NO DISTRIBUTIONS FROM THE PLAN DURING 2023. JEFF KENNEDY - $816,070 AARON PALMER - $81,117 JOHN IGLESIAS - $83,333 FORM 990, PART VI, SECTION A, LINE 1A UNLESS OTHERWISE CHANGED BY THE BOARD BY RESOLUTION, THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE BOARD CHAIR, VICE CHAIR, SECRETARY, TWO (2) AT-LARGE OFFICERS AND THE CHIEF EXECUTIVE OFFICER (CEO). THE CEO SHALL SERVE AS THE TREASURER, A NON-VOTING MEMBER. THE PRESIDENT SHALL ATTEND EXECUTIVE COMMITTEE MEETINGS. A BOARD MEMBER HAVING SERVED AS A PAST BOARD CHAIR MAY BE APPOINTED AS AN EX OFFICIO, NON-VOTING MEMBER. THE EXECUTIVE COMMITTEE SHALL MEET AS OFTEN AS NECESSARY AS CALLED BY THE CHAIR. AT ALL MEETINGS OF THE EXECUTIVE COMMITTEE, EACH DIRECTOR PRESENT SHALL HAVE ONE VOTE ON ANY MATTER AND EXCEPT AS OTHERWISE PROVIDED BY THE ACT OR THESE BYLAWS, THE ACTION OF A MAJORITY OF EXECUTIVE COMMITTEE MEMBERS AT A MEETING SHALL BE THE ACT OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE WILL HAVE THE AUTHORITY TO EXERCISE ALL OF THE POWERS OF THE BOARD, EXCEPT THE EXECUTIVE COMMITTEE WILL NOT HAVE THE AUTHORITY OF THE BOARD IN REFERENCE TO: A. AMENDING THE BYLAWS OR THE CREDIT UNION'S ARTICLES OF INCORPORATION; B. EXERCISING THE NON-DELEGABLE POWERS UNDER THE ACT; C. REMOVING OR SUSPENDING OFFICERS FROM THEIR OFFICE OR COMMITTEE MEMBERS FROM THEIR COMMITTEES; D. APPOINTING INTERIM DIRECTORS; E. SUSPENDING BOARD OR SUPERVISORY COMMITTEE MEMBERS; OR F. ADOPTING A PLAN OF MERGER OR LIQUIDATION, OR CHANGING THE CHARTER OF THE CREDIT UNION. FORM 990, PART VI, SECTION A, LINE 4 SUBJECT TO THE CONSUMMATION OF THE MERGER BY AND BETWEEN TWINSTAR CREDIT UNION AND NORTHWEST COMMUNITY CREDIT UNION, EFFECTIVE JUNE 12, 2023, THE BOARD OF DIRECTORS APPROVE THE FOLLOWING AMENDMENTS TO THE BYLAWS OF TWINSTAR CREDIT UNION. ARTICLE XIII MERGER TRANSITION GOVERNANCE - SECTION 1 - BOARD & SUPERVISORY COMMITTEE TRANSITION. SUBJECT TO THE CONSUMMATION OF THE MERGER BY AND BETWEEN TWINSTAR CREDIT UNION AND NORTHWEST COMMUNITY CREDIT UNION, EFFECTIVE JUNE 12, 2023 THROUGH THE 2024 ANNUAL MEETING OF THE CREDIT UNION (THE "TRANSITION PERIOD"), THE FOLLOWING PROVISIONS (SECTIONS 2-7) FOR THE COMPOSITION OF THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE WILL APPLY. SECTION 2 - BOARD TERMS OF OFFICE DURING THE TRANSITION PERIOD. ARTICLE VI, SECTION 3 TERM. ON JUNE 12, 2023, THE FOLLOWING PROVISION IS ADDED: DIRECTORS SHALL SERVE A ONE (1), TWO (2) OR THREE (3) YEAR TERM AS DESIGNATED IN THE BOARD & SUPERVISORY COMMITTEE TRANSITION PLAN BEGINNING JUNE 30, 2022 AND ENDING ON THE FIRST, SECOND, OR THIRD ANNUAL MEETING CONDUCTED BY THE CREDIT UNION AFTER JUNE 12, 2023. SECTION 3 - ELIGIBILITY OF DIRECTORS DURING THE TRANSITION PERIOD. ARTICLE VI, SECTION 2 ELIGIBILITY OF DIRECTORS, ON JUNE 12, 2023, THE FOLLOWING PROVISION IS ADDED: FOR THE DIRECTORS DESIGNATED IN THE BOARD & SUPERVISORY COMMITTEE TRANSITION PLAN AND APPOINTED TO FILL BOARD OF DIRECTOR POSITIONS BEGINNING WITH THE TRANSITION PERIOD SHALL BE DEEMED TO BE ELIGIBLE TO SERVE AS DIRECTORS AND BULLET ITEMS A.1, B.4, AND B.7 WILL NOT APPLY. SECTION 4 - NOMINATING COMMITTEE. DURING 2023 THROUGH THE CONSUMMATION OF THE MERGER, ARTICLE V, SECTION 1 NOMINATIONS SHALL NOT BE APPLICABLE. SECTION 5 - ELECTIONS DURING THE TRANSITION PERIOD. ARTICLE V, SECTION 3 ELECTIONS SHALL BE SUPERSEDED DURING THE TRANSITION PERIOD BY THE FOLLOWING PROVISIONS: (I) THE BOARD OF DIRECTORS OF THE CREDIT UNION, DESIGNATED IN THE BOARD & SUPERVISORY COMMITTEE TRANSITION PLAN, SHALL BE DEEMED ELECTED TO THE BOARD AND SHALL SERVE A ONE (1), TWO (2), OR THREE (3) YEAR TERM, AS DESIGNATED, BEGINNING JUNE 12, 2023. (II) THE SUPERVISORY COMMITTEE MEMBERS OF THE CREDIT UNION, DESIGNATED IN THE BOARD & SUPERVISORY COMMITTEE TRANSITION PLAN, SHALL BE DEEMED ELECTED TO THE SUPERVISORY COMMITTEE AND SHALL SERVE A ONE (1), TWO (2), OR THREE (3) YEAR TERM, AS DESIGNATED, BEGINNING JUNE 12, 2023. SECTION 6 - SUPERVISORY COMMITTEE TERMS OF OFFICE DURING THE TRANSITION PERIOD. ARTICLE VIII, SECTION 1 COMPOSITION & TERM. ON JUNE 12, 2023 THE FOLLOWING PROVISION: SUPERVISORY COMMITTEE MEMBERS SHALL SERVE A ONE (1), TWO (2) OR THREE (3) YEAR TERM AS DESIGNATED IN THE BOARD & SUPERVISORY COMMITTEE TRANSITION PLAN BEGINNING JUNE 12, 2023 AND ENDING ON THE FIRST, SECOND, OR THIRD ANNUAL MEETING CONDUCTED BY THE CREDIT UNION AFTER JUNE 12, 2023. SECTION 7 - QUALIFICATION TO SERVE DURING THE TRANSITION PERIOD. ARTICLE VIII, SECTION 3 QUALIFICATIONS TO SERVE, ON JUNE 12, 2023, THE FOLLOWING PROVISION IS ADDED: FOR THE SUPERVISORY COMMITTEE MEMBERS DESIGNATED IN THE BOARD & SUPERVISORY COMMITTEE TRANSITION PLAN AND APPOINTED TO FILL SUPERVISORY COMMITTEE MEMBER POSITIONS BEGINNING WITH THE TRANSITION PERIOD SHALL BE DEEMED TO BE ELIGIBLE TO SERVE AS DIRECTORS AND BULLET ITEMS A.1 AND B.4 WILL NOT APPLY. FORM 990, PART VI, SECTION A, LINE 6 PARTICIPATION IN THIS CREDIT UNION IS LIMITED TO THOSE WHO QUALIFY FOR MEMBERSHIP AS DEFINED IN THE CREDIT UNION'S CHARTER AND BYLAWS. THIS GENERALLY CONSISTS OF INDIVIDUALS WHO RESIDE IN OR ARE EMPLOYED IN THE STATE OF WASHINGTON AND IN BENTON, CLACKAMAS, COOS, CROOK, DESCHUTES, DOUGLAS, JACKSON, JEFFERSON, JOSEPHINE, KLAMATH, LANE, LINN, MARION, MULTNOMAH, OR WASHINGTON COUNTIES IN OREGON, AND SELECT EMPLOYEE GROUPS WITHIN THE REGION. IN ADDITION TO A REGULARLY QUALIFIED MEMBER, THE SPOUSE OF A MEMBER, THE BLOOD OR ADOPTIVE RELATIVES OF EITHER OF THEM, AND THEIR SPOUSES MAY BE MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS OF THE CREDIT UNION HAVE THE RIGHT TO ELECT ONE OR MORE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY, WHETHER PERIODICALLY, OR AS VACANCIES ARISE, OR OTHERWISE. FORM 990, PART VI, SECTION A, LINE 7B MEMBERS OF THE CREDIT UNION HAVE THE RIGHT TO APPROVE THE GOVERNING BODY'S ELECTION AND REMOVAL OF MEMBERS OF THE GOVERNING BODY, AS WELL AS OTHER MATTERS THAT ARE SUBJECT TO THE APPROVAL OF MEMBERS OF THE CREDIT UNION AS THEY OCCUR. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY MANAGEMENT. ONCE THE DRAFT IS AVAILABLE, IT IS REVIEWED BY MANAGEMENT AND ANY CHANGES INCORPORATED INTO THE FILING. A COPY WILL BE PRESENTED TO THE BOARD OF DIRECTORS AFTER FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ELECTED OFFICIALS, VOLUNTEERS AND ALL CREDIT UNION EMPLOYEES ARE BOUND BY THE CREDIT UNION'S POLICIES/PROCEDURES ON CODE OF ETHICS AND STANDARDS OF BUSINESS CONDUCT. ALL REASONABLE STEPS MUST BE TAKEN TO AVOID CONFLICTS OF INTERESTS OR THE APPEARANCE OF IMPROPRIETY OR A CONFLICT BY CEASING THE ACTIVITY OR TERMINATING THE RELATIONSHIP CREATING THE CONFLICT. CONDUCT NOT IN ACCORDANCE WITH THESE POLICIES CONSTITUTES GROUNDS FOR DISQUALIFICATION TO SERVE, DISCIPLINARY ACTION, SUSPENSIONS OR REMOVAL AS PERMITTED BY LAW FOR ELECTED OFFICIALS/VOLUNTEERS. DISCIPLINARY MEASURES FOR EMPLOYEES MAY BE INVOKED BY THE CEO THAT INCLUDE BUT NOT LIMITED TO, COUNSELLING, WARNINGS, ORAL OR WRITTEN REPRIMANDS, SUSPENSION OR TERMINATION CONSISTENT WITH THE CREDIT UNION'S "EMPLOYMENT AT WILL" POLICY. DISCLOSURE RESPONSIBILITY RESTS ON EACH ELECTED OFFICIAL, VOLUNTEER AND EMPLOYEE. AN ACKNOWLEDGEMENT AND AGREEMENT IS SIGNED ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD MEETS IN EXECUTIVE SESSION AND DETERMINES COMPENSATION FOR THE CEO BY REVIEWING 1) COMPARABILITY DATA 2) THE RESULTS OF MANAGEMENT'S GOALS FOR THE YEAR, AND 3) THE RESULTS OF THE CEO EVALUATION AND SCORING SHEET COMPLETED BY EACH BOARD DIRECTOR. THE COMPENSATION IS THEN DOCUMENTED IN THE PERSONNEL FILE. COMPENSATION FOR THE VICE PRESIDENTS/OFFICERS IS DETERMINED BY THE CEO AFTER REVIEWING COMPARABILITY DATA PROVIDED BY HUMAN RESOURCES VENDOR AND REVIEW OF THE PROGRESS AND RESULTS OF MANAGEMENT'S GOALS. THE COMPENSATION IS THEN DOCUMENTED IN THE PERSONNEL FILE. THESE PROCESSES NOTED ABOVE WERE PERFORMED IN CALENDAR 2023. FORM 990, PART VI, SECTION C, LINE 19 THE CREDIT UNION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: EQUITY ACQUIRED THROUGH MERGER OF NORTHWEST CREDIT UNION 194,369,037. ADOPTION OF CECL -6,943,739. PART XII, LINE 2C THE ORGANIZATION DID NOT CHANGE ITS OVERSIGHT PROCESS OR SELECTION PROCESS DURING THE TAX YEAR. THE PARAGON CONSULTING GROUP FKA FULCRUM CONSULTING LLC PO BOX 7518 OLYMPIA WA 985077518 260473592 CONSULTING WA 162391 1960116 TWINSTAR CREDIT UNION TWINSTAR COMMUNITY FOUNDATION 4501 INTELCO LOOP SE LACEY WA 98503 371768613 FOUNDATION WA 501(C)(3) PF TWINSTAR CREDIT UNION 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 TWINSTAR COMMUNITY FOUNDATION B 338113 CASH