2024-11-13T14:02:58-06:00 2023-12-31 461498870 BMSS LLC 1121 RIVERCHASE OFFICE RD BIRMINGHAM AL 35244 990 2023-01-01 630826485 CORPORATE AMERICA CREDIT UNION CORP 2053134300 4365 CRESCENT ROAD IRONDALE AL 35210 RACHEL DODSON CHIEF FINANCIAL OFFICER 2055810103 2024-11-05 1 0 CHERION SIBLEY CPA P00090514 2059825500 2024-11-05 2023 2024-10-15 13:58:12Z RACHEL DODSON 4365 CRESCENT ROAD IRONDALE AL 35210 215766231 0 X WWW.CORPAM.ORG X STATE CHARTERED CORPORATE CREDIT UNI 1982 AL COOPERATIVE CORPORATE CREDIT UNION 10 10 78 14 0 0 0 1052695 79458904 144916595 -4739690 -2854221 0 0 74719214 143115069 0 0 0 0 13888870 15694666 0 0 0 48660896 108940275 62549766 124634941 12169448 18480128 3066469561 3465594952 2908783261 3260587693 157686300 205007259 X COOPERATIVE SOCIETY INCORPORATED TO OPERATE AS A CORPORATE CREDIT UNION FOR THE MUTUAL BENEFIT OF THE CREDIT UNION MEMBERSHIP BY PROVIDING A SOUND FINANCIAL INSTITUTION THAT WILL MEET THE FINANCIAL NEEDS OF CREDIT UNIONS IN A MANNER CONSISTENT WITH THE CREDIT UNION PHILOSOPHY. THIS INCLUDES A SOURCE OF LIQUIDITY, CORRESPONDENT, INVESTMENT, AND RELATED EDUCATIONAL SERVICES. 0 0 CODE OF ALABAMA, SEC 5-17-1, STATES THAT A CREDIT UNION IS A COOPERATIVE SOCIETY INCORPORATED FOR THE TWOFOLD PURPOSE OF PROMOTING THRIFT AMONG ITS MEMBERS AND CREATING A SOURCE OF CREDIT FOR THEM AT LEGITIMATE RATES OF INTEREST. CORPORATE AMERICA CREDIT UNION IS AN ALABAMA STATE CHARTERED CORPORATE CREDIT UNION AND WAS ESTABLISHED TO OPERATE AS A CORPORATE CREDIT UNION FOR THE PURPOSE OF MEETING MEMBER CREDIT UNIONS' LIQUIDITY AND INVESTMENT NEEDS AS WELL AS PROVIDING SETTLEMENT AND OTHER FINANCIAL SERVICES. CORPORATE AMERICA'S MEMBERS CONSIST OF CREDIT UNIONS PRIMARILY LOCATED WITHIN ALABAMA AND THE SURROUNDING STATES. AS OF DECEMBER 31, 2023, CORPORATE AMERICA HAD 533 MEMBER CREDIT UNIONS. 0 1 0 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 37 0 1 78 1 0 0 0 0 0 0 0 0 X 10 10 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X X BRITTANY WALTERS 2053134300 4365 CRESCENT ROAD IRONDALE AL 35210 JOEY HAND 1ST VICE CHAIRMAN 2.00 X 0 0 0 HEATH HARRELL DIRECTOR 2.00 X 0 0 0 BRAD LONG CHAIRMAN 2.00 X 0 0 0 STEVE NIX DIRECTOR 2.00 X 0 0 0 BLANE MINK SECRETARY/TREASURER 2.00 X 0 0 0 MARK JOHNSON DIRECTOR 2.00 X 0 0 0 GEORGE GLASSER 2ND VICE CHAIRMAN 2.00 X 0 0 0 KENDALL SPEED DIRECTOR 2.00 X 0 0 0 ERIC RENAUD DIRECTOR 2.00 X 0 0 0 MICHAEL L MILLER DIRECTOR 2.00 X 0 0 0 DAVID FILBY CHIEF INVESTMENT OFFICER 40.00 X 378499 0 36441 PAUL PRITTS PRESIDENT/CEO 40.00 X 782162 0 35586 LISA COFFEY CHIEF INNOVATION OFFICER 40.00 X 301396 0 35654 LAUREN HOWLE CHIEF STRATEGY OFFICER 40.00 X 296445 0 35090 RACHEL M DODSON CHIEF FINANCIAL OFFICER 40.00 X 294505 0 34911 PENNY SWINDLE RISK OFFICER 40.00 X 137798 0 16448 DONALD EAGEN CHIEF TECHNOLOGY OFFICER 40.00 X 312182 0 35236 ROBERT RUDDER VP STRATEGIC BALANCE SHEET 40.00 X 197369 0 29602 MICHAEL KENNEDY VP ELECTRONIC PAYMENTS 40.00 X 196616 0 29923 ALISON DAGNAN VP OPERATIONS 40.00 X 191658 0 28012 KAYLA BARNETT VP HUMAN RESOURCES AND CUL 40.00 X 189702 0 28957 SHANE ST JOHN VP OF INFORMATION TECHNOLOGY 40.00 X 179158 0 29488 3457490 0 375348 39 0 1 0 JUNIPER PAYMENT LLC 9440 E BOSTON ST WICHITA KS 67207 ACH SERVICES 352133 NXTSOFT SECURE DATA SOLUTIONS LLC PO BOX 381955 BIRMINGHAM AL 35238 SOFTWARE SERVICES 344275 BLOOMBERG FINANCE LP PO BOX 416604 BOSTON MA 022416604 INVESTMENT SERVICES 187211 APTYS SOLUTIONS LLC 608 PARKWOOD BLVD STE 201 PLANO TX 750247198 PAYMENTS SOLUTIONS SERVICES 131400 CRI CARR RIGGS & INGRAM LLC 3700 COLONNADE PARKWAY STE 300 BIRMINGHAM AL 35243 CPA FIRM, OUTSOURCED INTERAL AUDITOR FUN 120125 6 1052695 1052695 LOAN INTEREST INCOME ON INVESTMEN 522100 126904924 126904924 INTEREST INCOME AND FEES 522100 7837854 7837854 FINANCIAL SERVICE FEES 522100 5262974 5262974 U.S. CENTRAL DISTRIBUTIONS 522100 3627109 3627109 ITEM PROCESSING FEES 522100 1283734 1283734 144916595 367917 367917 69399024 30000 72576530 74632 -3177506 -44632 -3222138 -3222138 143115069 142062374 0 0 2732352 8633761 2042441 1453054 833058 306 58112 128609 1547084 1231585 16706 1258192 535559 100297590 527044 288238 COST OF FINANCIAL SERVI 2538978 EXAMINATION FEES 266631 SECURITY 153728 STAFF EDUCATION 73142 18771 124634941 670969224 917885052 20860144 13782472 152051461 103406424 8760320 3005509 5047926 5754811 2202210256 2407368752 15330550 17397441 3066469561 3465594952 107018666 9046611 2801764595 3251541082 2908783261 3260587693 X 0 0 0 0 157686300 205007259 157686300 205007259 3066469561 3465594952 X 18480128 37795934 -8955103 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 459127 459127 4410865 1424843 2986022 3890328 1580666 2309662 5754811 MARKETABLE AGENCY SECURITIES 2405222152 F FEDERAL HOME LOAN BANK STOCK 2146600 F 2407368752 MEMBER SHARE AND CAPITAL ACCOUNTS 3247006480 ACCRUED INTEREST PAYABLE 4534602 3251541082 X 146337208 3222139 3222139 143115069 0 143115069 127857081 3177506 44634 3222140 124634941 0 124634941 PART X, LINE 2: CORPORATE AMERICA IS EXEMPT FROM FEDERAL INCOME TAXES UNDER PROVISIONS OF THE INTERNAL REVENUE CODE, SECTION 501. THE STATE OF ALABAMA IMPOSES A 6.5% EXCISE TAX ON THE TAXABLE INCOME OF STATE-CHARTERED CREDIT UNIONS. THE CORPORATE'S SUBSIDIARIES ARE ALSO EXEMPT FROM FEDERAL AND STATE INCOME TAXES. CORPORATE AMERICA HAS ASSESSED ITS ACTIVITIES AND ANY POTENTIAL FEDERAL INCOME TAX LIABILITY. CORPORATE AMERICA BELIEVES THAT IS HAS APPROPRIATE SUPPORT FOR THE INCOME TAX POSITIONS TAKEN AND TO BE TAKEN ON ITS TAX RETURNS BASED ON AN ASSESSMENT OF MANY FACTORS INCLUDING EXPERIENCE AND INTERPRETATIONS OF TAX LAWS APPLIED TO THE FACTS OF EACH MATTER. IN THE OPINION OF MANAGEMENT, ANY LIABILITY ARISING FROM FEDERAL TAXATION OF ACTIVITIES DEEMED TO BE UNRELATED TO ITS EXEMPT PURPOSES IS NOT EXPECTED TO HAVE A MATERIAL EFFECT ON THE CORPORATE'S FINANCIAL POSITION OR RESULTS OF OPERATION. CORPORATE AMERICA HAS CONCLUDED THAT THERE ARE NO SIGNIFICANT UNCERTAIN TAX POSITIONS REQUIRING DISCLOSURE, AND THERE ARE NO MATERIAL AMOUNTS OF UNRECOGNIZED TAX BENEFITS REQUIRING RECOGNITION IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE TAXING AUTHORITIES HAVE THE ABILITY TO ASSESS TAXES, PENALTIES, AND INTEREST FOR ANY YEARS FOR WHICH NO TAX RETURN WAS FILED. IN THE OPINION OF MANANGEMENT, THE POTENTIAL TAX LIABILITY, AND ANY POTENTIAL ADDITIONAL LIABILITY RESULTING FROM THE TAXING AUTHORITIES IMPOSING TAXES, PENALTIES, AND INTEREST ON THE TAXES DUE IS NOT EXPECTED TO HAVE A MATERIAL EFFECT ON THE CORPORATE'S FINANCIAL POSITION OR RESULTS OF OPERATIONS. THE CORPORATE HAS EVALUATED ITS TAX POSITIONS AND DETERMINED NO UNCERTAIN TAX POSITIONS EXIST AS OF DECEMBER 31, 2023 AND 2022. YEARS 2020 THROUGH 2022 ARE SUBJECT TO AUDIT BY FEDERAL AND STATE TAX AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: LOSS ON INVESTMENTS 3,177,506. FEES & CHARGES NETTED WITH INCOME 44,633. PART XII, LINE 2D - OTHER ADJUSTMENTS: FEES & CHARGES NETTED WITH INCOME 44,634. X 1 1 X X X X 0 0 0 PAUL PRITTS PRESIDENT/CEO 782162 0 0 0 0 0 14876 0 20710 0 817748 0 0 0 DAVID FILBY CHIEF INVESTMENT OFFICER 378499 0 0 0 0 0 16500 0 19941 0 414940 0 0 0 DONALD EAGEN CHIEF TECHNOLOGY OFFICER 312182 0 0 0 0 0 15158 0 20078 0 347418 0 0 0 LISA COFFEY CHIEF INNOVATION OFFICER 301396 0 0 0 0 0 15172 0 20482 0 337050 0 0 0 LAUREN HOWLE CHIEF STRATEGY OFFICER 296445 0 0 0 0 0 14820 0 20270 0 331535 0 0 0 RACHEL M DODSON CHIEF FINANCIAL OFFICER 294505 0 0 0 0 0 14641 0 20270 0 329416 0 0 0 ROBERT RUDDER VP STRATEGIC BALANCE SHEET 197369 0 0 0 0 0 9554 0 20048 0 226971 0 0 0 MICHAEL KENNEDY VP ELECTRONIC PAYMENTS 196616 0 0 0 0 0 9876 0 20047 0 226539 0 0 0 ALISON DAGNAN VP OPERATIONS 191658 0 0 0 0 0 7742 0 20270 0 219670 0 0 0 KAYLA BARNETT VP HUMAN RESOURCES AND CUL 189702 0 0 0 0 0 7647 0 21310 0 218659 0 0 0 SHANE ST JOHN VP OF INFORMATION TECHNOLOGY 179158 0 0 0 0 0 9218 0 20270 0 208646 0 0 0 PENNY SWINDLE RISK OFFICER 137798 0 0 0 0 0 6871 0 9577 0 154246 0 0 0 SCHEDULE J, PART I CORPORATE AMERICA CREDIT UNION'S PERSONNEL POLICY GOVERNS THE AUTHORIZATION FOR ALL TRAVEL AND DISCRETIONARY SPENDING AND REIMBURSEMENTS. THIS POLICY REQUIRES THE ELECTED TREASURER "A MEMBER OF THE BOARD OF DIRECTORS" TO REVIEW ALL TRAVEL AND DISCRETIONARY EXPENDITURES AND REIMBURSEMENTS MADE BY/TO THE CEO AND BOARD OF DIRECTORS. THE CEO, EVP, COO, AND/OR THE CFO APPROVE THE TRAVEL AND DISCRETIONARY EXPENDITURES AND REIMBURSEMENTS OF ALL EMPLOYEES WHICH REPORT DIRECTLY TO THEM. A YMCA MEMBERSHIP IS OFFERED TO ALL EMPLOYEES. JOEY HAND DIRECTOR SEE PART V 0 HEATH HARRELL DIRECTOR SEE PART V 0 BRAD LONG DIRECTOR SEE PART V 0 STEVE NIX DIRECTOR SEE PART V 0 BLANE MINK DIRECTOR SEE PART V 0 MARK JOHNSON DIRECTOR SEE PART V 0 GEORGE GLASSER DIRECTOR SEE PART V 0 KENDALL SPEED DIRECTOR SEE PART V 0 ERIC RENAUD DIRECTOR SEE PART V 0 MICHAEL MILLER DIRECTOR SEE PART V 0 MILES STRICKLAND SUPERVISORY COMMITTEE MEMBER SEE PART V 0 ED TURK SUPERVISORY COMMITTEE MEMBER SEE PART V 0 WHITNEY OSWALT SUPERVISORY COMMITTEE MEMBER SEE PART V 0 TANGELA S SOUDERS SUPERVISORY COMMITTEE MEMBER SEE PART V 0 PART IV (D) - SUPPLEMENTAL INFORMATION CORPORATE AMERICA HAS APPROXIMATELY 533 VOTING MEMBERS/OWNERS. THESE MEMBERS ELECT, AS CORPORATE AMERICA'S GOVERNING BODY, A CORPORATE AMERICA BOARD OF DIRECTORS OF NOT LESS THAN FIVE MEMBERS AND A SUPERVISORY COMMITTEE OF AT LEAST THREE BUT NO MORE THAN FIVE MEMBERS. THE ELECTED MEMBERS ARE SENIOR OFFICERS AT CREDIT UNIONS AND THUS, ARE OFFICIALS OF THE RESPECTIVE CREDIT UNIONS.CORPORATE AMERICA, AS A CORPORATE CREDIT UNION, PROVIDES INVESTMENT, LENDING, SETTLEMENT AND CORRESPONDENT SERVICES TO NATURAL PERSON MEMBER CREDIT UNIONS, INCLUDING THE CREDIT UNIONS REPRESENTED BY THE CORPORATE AMERICA BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE.TRANSACTIONS WITH THE CREDIT UNIONS REPRESENTED BY THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE ARE IN THE ORDINARY COURSE OF BUSINESS AND ARE THE SAME TERMS, INCLUDING INTEREST RATES AND COLLATERAL, AS THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS WITH UNRELATED PARTIES. FORM 990, PART VI, SECTION A, LINE 6 ALABAMA BANKING CODE, SECTION 5-17-5 STATES THAT, "CREDIT UNION MEMBERSHIP SHALL CONSIST OF THE INCORPORATORS AND SUCH OTHER PERSONS AS MAY BE ELECTED TO MEMBERSHIP AND WHO SUBSCRIBE TO AT LEAST ONE SHARE AND PAY THE INITIAL INSTALLMENT THEREON AND THE ENTRANCE FEE. ORGANIZATIONS, INCORPORATED OR OTHERWISE, COMPOSED FOR THE MOST PART OF THE SAME GENERAL GROUP AS THE CREDIT UNION MEMBERSHIP MAY BE MEMBERS. CREDIT UNION ORGANIZATION SHALL BE LIMITED TO GROUPS, OF BOTH LARGE AND SMALL MEMBERSHIP, HAVING A COMMON BOND OF OCCUPATION OR ASSOCIATION OR TO GROUPS WITHIN A WELL-DEFINED NEIGHBORHOOD, COMMUNITY OR RURAL DISTRICT." THE MEMBERSHIP OF CORPORATE AMERICA AS OF DECEMBER 31, 2023, PRIMARILY CONSISTED OF CREDIT UNIONS PRIMARILY LOCATED WITHIN ALABAMA AND THE SURROUNDING STATES AND CONSISTED OF APPROXIMATELY 500 MEMBER CREDIT UNIONS. FORM 990, PART VI, SECTION A, LINE 7A ALABAMA BANKING CODE, SECTION 5-17-10 STATES THAT, "AT THE ANNUAL MEETING, THE CREDIT UNION SHALL ELECT A BOARD OF DIRECTORS OF NOT LESS THAN FIVE MEMBERS, AND A SUPERVISORY COMMITTEE OF AT LEAST THREE BUT NO MORE THAN FIVE MEMBERS, ALL TO HOLD OFFICE FOR SUCH TERMS RESPECTIVELY AS THE BYLAWS PROVIDE AND UNTIL SUCCESSORS QUALIFY. A RECORD OF THE NAMES AND ADDRESSES OF THE MEMBERS OF THE BOARD AND COMMITTEES AND THE OFFICERS SHALL BE FILED WITH THE ADMINISTRATOR OF THE ALABAMA CREDIT UNION ADMINISTRATION WITHIN 10 DAYS OF THEIR ELECTION. IF, HOWEVER, THE BYLAWS SO PROVIDE, THE BOARD OF DIRECTORS SHALL CARRY OUT THE FUNCTIONS AND DUTIES OF THE CREDIT COMMITTEE AND THE CREDIT UNION SHALL NOT ELECT A CREDIT COMMITTEE." THE BYLAWS OF CORPORATE AMERICA CREDIT UNION GOVERNING ELECTIONS ARE AS FOLLOWS: SECTION 1. AT LEAST SIXTY (60) DAYS PRIOR TO EACH ANNUAL MEETING THE BOARD OF DIRECTORS SHALL APPOINT A NOMINATING COMMITTEE OF NOT FEWER THAN THREE FROM AMONG THE MEMBERS. IT SHALL BE THE DUTY OF THE NOMINATING COMMITTEE TO NOMINATE AT LEAST ONE ELIGIBLE CANDIDATE FOR EACH VACANCY INCLUDING ANY UNEXPIRED TERM VACANCY, FOR WHICH ELECTIONS ARE BEING HELD, AND TO DETERMINE THAT THE CANDIDATES NOMINATED ARE AGREEABLE TO THE PLACING OF THEIR NAMES IN NOMINATION AND WILL ACCEPT OFFICE IF ELECTED. THE NOMINATING COMMITTEE SHALL FILE ITS NOMINATIONS WITH THE RECORDING OFFICER WHO SHALL NOTIFY IN WRITING ALL MEMBERS ELIGIBLE TO VOTE AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNUAL MEETING, THAT NOMINATIONS FOR VACANCIES MAY ALSO BE MADE BY PETITION SIGNED BY 1 PERCENT OF THE MEMBERS, AND A MAXIMUM OF 100 MEMBERS. SUCH PETITIONS MUST BE SIGNED BY BOARD AUTHORIZED REPRESENTATIVES OF ELIGIBLE-TO-VOTE NATURAL-PERSON CREDIT UNION MEMBERS. THE RECORD DATE FOR DETERMINING MEMBERSHIP SHALL BE 5 DAYS PRIOR TO THE MAILING OF THE NOTICE BY THE RECORDING OFFICER. THE WRITTEN NOTICE MUST INDICATE THAT, WHEN THERE IS ONLY ONE NOMINEE FOR EACH POSITION TO BE FILLED, THE ELECTION WILL NOT BE CONDUCTED BY BALLOT AND THERE WILL BE NO NOMINATIONS FROM THE FLOOR. A BRIEF STATEMENT OF QUALIFICATIONS AND BIOGRAPHICAL DATA WILL BE INCLUDED FOR EACH NOMINEE SUBMITTED BY THE NOMINATING COMMITTEE WITH THE WRITTEN NOTICE TO ALL ELIGIBLE MEMBERS. THE WRITTEN NOTICE MUST STATE THE CLOSING DATE FOR RECEIVING NOMINATIONS BY PETITION.IN ALL CASES, THE PERIOD FOR RECEIVING NOMINATIONS BY PETITION MUST NOT END FEWER THAN 35 DAYS FOLLOWING THE POSTMARK DATE OF SUCH WRITTEN NOTICE. TO BE EFFECTIVE, SUCH NOMINATIONS MUST BE ACCOMPANIED BY A SIGNED CERTIFICATE ON A FORM APPROVED BY THE BOARD FROM THE NOMINEE STATING THAT HE OR SHE IS AGREEABLE TO NOMINATION; IS ELIGIBLE TO SERVE UNDER THE CURRENT BYLAWS; AND WILL SERVE IF ELECTED TO OFFICE. EACH NOMINEE BY PETITION MUST ALSO SUBMIT A STATEMENT OF QUALIFICATIONS AND BIOGRAPHICAL DATA ON A FORM APPROVED BY THE BOARD WITH THE PETITION. IN CARRYING OUT THEIR RESPONSIBILITIES, THE NOMINATING COMMITTEE AND BOARD OF DIRECTORS MUST ENSURE THAT THE REQUIREMENTS OF 12 CFR 704 12 (A) ARE SATISFIED. SECTION 2. ALL ELECTIONS SHALL BE DETERMINED BY PLURALITY VOTE OF THOSE ELIGIBLE-TO-VOTE NATURAL-PERSON CREDIT UNION MEMBERS WHICH HAVE MET THE REQUIREMENTS FOR VOTING PRIVILEGES AS DESCRIBED IN SECTION 3 OF ARTICLE III OF THESES BYLAWS AND SHALL BE BY MAIL BALLOT EXCEPT WHERE THERE IS ONLY ONE NOMINEE FOR EACH POSITION TO BE FILLED. WHEN ONLY ONE MEMBER IS NOMINATED FOR EACH POSITION TO BE FILLED, THE CHAIR MAY TAKE A VOICE VOTE OR DECLARE EACH NOMINEE ELCETED BY GENERAL CONSENT OR ACCLAMATION AT THE ANNUAL MEETING. SECTION 3. EXCEPT AS PROVIDED IN SECTION 2 OF THIS ARTICLE, ALL ELECTIONS SHALL BE BY MAIL BALLOT, SUBJECT TO THE FOLLOWING CONDITIONS: (1) THE TELLERS OF ELECTIONS SHALL BE APPOINTED BY THE BOARD OF DIRECTORS, (2) SUFFICIENT NOMINATIONS HAVING BEEN MADE BY THE NOMINATING COMMITTEE OR BY PETITION TO PROVIDE MORE THAN ONE NOMINEE FOR ANY POSITION TO BE FILLED, THE RECORDING OFFICER SHALL, AT LEAST TEN (10) DAYS PRIOR TO THE ANNUAL MEETING, CAUSE PRINTED BALLOTS TO BE MAILED TO ALL MEMBERS ELIGBILE TO VOTE. THE RECORD DATE FOR MEMBERSHIP PURPOSES SHALL BE 5 DAYS PRIOR TO THE DATE THE NOTICE IS MAILED. (3) THE RECORDING OFFICER SHALL CAUSE THE FOLLOWING MATERIALS TO BE MAILED TO EACH ELIGIBLE VOTER: (A) ONE BALLOT, CLEARLY IDENTIFIED AS SUCH, ON WHICH THE NAMES OF THE CANDIDATES FOR THE BOARD OF DIRECTORS AND THE CANDIDATES FOR OTHER SEPERATELY IDENTIFIED OFFICES OR COMMITTEES, SHALL HAVE BEEN PRINTED IN ORDER AS DETERMINED BY THE DRAW OF LOTS. THE NAME OF EACH CANDIDATE SHALL BE FOLLOWED BY A BRIEF STATEMENT OF QUALIFICATIONS AND BIOGRAPHICAL DATA IN SUCH FORM AS SHALL BE APPROVED BY THE BOARD OF DIRECTORS, (B) ONE ENVELOPE CLEARLY MARKED WITH INSTRUCTIONS THAT THE COMPLETED BALLOT SHALL BE PLACED THEREIN AND THE ENVELOPE SEALED, (C) ONE IDENTIFICATION FORM TO BE COMPLETED SO AS TO INCLUDE THE NAME, ADDRESS, AND ACCOUNT NUMBER OF THE VOTER, (D) ONE MAILING ENVELOPE IN WHICH THE VOTER, PURSUANT TO INSTRUCTIONS PROVIDED, SHALL INSERT THE SEALED BALLOT ENVELOPE AND THE IDENTIFICATION FORM, AND WHICH SHALL HAVE BEEN POSTAGE PREPAID AND PRE-ADDRESSED FOR RETURN TO THE TELLERS OF ELECTION, (E) WHEN PROPERLY DESIGNED, ONE FORM CAN BE PRINTED THAT REPRESENTS A COMBINED BALLOT IDENTIFICATION FORM, AND POSTAGE PREPAID AND PRE-ADDRESSED RETURN ENVELOPE, (4) IT SHALL BE THE DUTY OF THE TELLERS OF ELECTION TO VERIFY OR CAUSE TO BE VERIFIED, THE NAME AND ACCOUNT NUMBER OF THE VOTER APPEARING ON THE IDENTIFICATION FORM, TO PLACE THE VERIFIED IDENTIFICATION FORM AND THE SEALED BALLOT ENVELOPE IN SEPARATE PLACES OF SAFEKEEPING PENDING THE COUNT OF THE VOTE, AND, IN THE CASE OF A QUESTIONABLE OR CHALLENGED IDENTIFICATION FORM, TO RETAIN THE IDENTIFICATION FORM AND SEALED BALLOT ENVELOPE TOGETHER UNTIL THE VERIFICATION OR CHALLENGE HAS BEEN RESOLVED, (5) BALLOTS MAILED TO THE TELLERS OF ELECTION MUST BE RECEIVED BY THE TELLERS NO LATER THAN 11:59 PM FIVE (5) DAYS PRIOR TO THE DATE OF THE ANNUAL MEETING, (6) VOTING SHALL BE CLOSED AT THE DEADLINE SPECIFIED IN SUBSECTION (E) HEREOF AND THE VOTE SHALL BE TALLIED BY THE TELLERS OF ELECTION. THE RESULT SHALL BE VERIFIED AT THE ANNUAL MEETING, AND THE BOARD OF DIRECTORS SHALL MAKE PUBLIC THE RESULTS OF THE VOTE AT THE ANNUAL MEETING. SECTION 4. NO PERSON MAY SERVE IN MORE THAN ONE (1) ELECTED POSITION AT THE SAME TIME. SECTION 5. ALL ELECTIONS SHALL BE DETERMINED BY PLURALITY VOTE AND THERE SHALL BE NO RUNOFFS EXCEPT IN THE EVENT OF A TIE VOTE. IN THE EVENT OF A TIE VOTE, THE RUNOFF ELECTION SHALL BE HELD AT THE ANNUAL MEETING. IN SUCH RUNOFF ELECTIONS, ALL PROPERLY CERTIFIED ELIGIBLE-TO-VOTE NATURAL-PERSON CREDIT UNION MEMBERS IN ATTENDANCE SHALL BE ALLOWED TO VOTE IN ALL RUNOFF ELECTIONS. SECTION 6. FOR PURPOSES OF COUNTING DAYS IN REGARDS TO CALCULATING THE NUMBER OF DAYS IN REGARDS TO ANY MATTER IN ARTICLE V OR ARTICLE VI THE DAY OF THE MEETING SHALL BE COUNTED AS THE FIRST DAY. FOR EXAMPLE, IF THE DATE OF A MEETING IS ON JANUARY 31 AND RECEIPT OF A VOTE MUST BE 5 DAYS PRIOR TO THE MEETING, SUCH VOTE MUST BE RECEIVED BY 11:59 PM ON JANUARY 26. SECTION 7. THE BOARD SHALL ESTABLISH THE RULES AND PROCEDURES OF ANY ELECTION AND THE DETERMINATION BY THE PRESIDING OFFICER OF ANY MEETING SHALL BE THE FINAL DETERMINATION AS TO PROCEDURE OR OTHER MATTERS. FORM 990, PART VI, SECTION A, LINE 7B MERGERS AND LIQUIDATIONS MUST BE APPROVED BY THE CORPORATE'S MEMBERSHIP. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT PERFORMS A REVIEW OF THE FORM 990 PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS AND EMPLOYEES ARE REQUIRED TO DISCLOSE ANY POTENTIAL CONFLICT OF INTEREST AND SIGN A STATEMENT TO THAT EFFECT ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 THE CEO'S COMPENSATION IS REVIEWED ANNUALLY BY THE PERSONNEL COMMITTEE WHICH CONSIDERS OUTSIDE DATA FROM CONSULTANTS, SURVEYS AND OTHER INDEPENDENT INFORMATION. THE PERSONNEL COMMITTEE THEN MAKES A RECOMMENDATION TO THE BOARD OF DIRECTORS REGARDING THE CEO'S COMPENSATION. BASED UPON THE REVIEW AND RECOMMENDATION OF THE PERSONNEL COMMITTEE THE BOARD OF DIRECTORS ESTABLISHES THE CEO'S COMPENSATION. THE PROCESS IS SIMILAR FOR THE OTHER OFFICER'S AND KEY EMPLOYEES WITH THE FOLLOWING EXCEPTION: THE PERSONNEL COMMITTEE RECOMMENDS, AND THE BOARD OF DIRECTORS AUTHORIZES SALARY RANGES FOR EACH POSITION. THE CEO THEN ESTABLISHES THE OTHER OFFICERS AND KEY EMPLOYEES COMPENSATION WITHIN THESE AUTHORIZED RANGES. FORM 990, PART VI, SECTION C, LINE 18 THE CORPORATE MAKES ITS GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. THE CORPORATE'S FINANCIAL STATEMENTS ARE POSTED MONTHLY ON THE CORPORATE'S WEBSITE AND ARE ALSO AVAILABLE ON NCUA'S WEBSITE, NCUA.GOV. FORM 990, PART VI, SECTION C, LINE 19 ALABAMA BANKING CODE, SECTION 5-17-5 STATES THAT, "CREDIT UNION MEMBERSHIP SHALL CONSIST OF THE INCORPORATORS AND SUCH OTHER PERSONS AS MAY BE ELECTED TO MEMBERSHIP AND WHO SUBSCRIBE TO AT LEAST ONE SHARE AND PAY THE INITIAL INSTALLMENT THEREON AND THE ENTRANCE FEE. ORGANIZATIONS, INCORPORATED OR OTHERWISE, COMPOSED FOR THE MOST PART OF THE SAME GENERAL GROUP AS THE CREDIT UNION MEMBERSHIP MAY BE MEMBERS. CREDIT UNION ORGANIZATION SHALL BE LIMITED TO GROUPS, OF BOTH LARGE AND SMALL MEMBERSHIP, HAVING A COMMON BOND OF OCCUPATION OR ASSOCIATION OR TO GROUPS WITHIN A WELL-DEFINED NEIGHBORHOOD, COMMUNITY OR RURAL DISTRICT." THE MEMBERSHIP OF CORPORATE AMERICA AS OF DECEMBER 31, 2023, PRIMARILY CONSISTS OF CREDIT UNIONS PRIMARILY LOCATED WITHIN ALABAMA AND THE SURROUNDING STATES AND CONSISTED OF APPROXIMATELY 533 MEMBER CREDIT UNIONS. FORM 990, PART XI, LINE 9: DIVIDENDS ON PERPETUAL PAID-IN CAPITAL -7,922,563. DEFINED BENEFIT PLAN ADJUSTMENT -1,559,530. ADDITIONAL PAID IN CAPITAL 526,990. FORM 990, PART XII, LINE 2C THE CREDIT UNION HAS A SUPERVISORY COMMITTEE THAT IS RESPONSIBLE FOR ENSURING THAT THE BOARD OF DIRECTORS AND MANAGEMENT OF THE CREDIT UNION - (1) MEET REQUIRED FINANCIAL REPORTING OBJECTIVES AND (2) ESTABLISH PRACTICES AND PROCEDURES SUFFICIENT TO SAFEGUARD MEMBERS' ASSETS. THIS INCLUDES OVERSEEING THE ANNUAL FINANCIAL STATEMENT AUDIT AND THE SELECTION OF THE INDEPENDENT ACCOUNTANT. IF A MEMBER OF THE SUPERVISORY COMMITTEE FAILS TO ATTEND THREE CONSECUTIVE REGULAR MEETINGS OF THE SUPERVISORY COMMITTEE, OR OTHERWISE FAILS TO PERFORM ANY OF THE DUTIES DEVOLVING UPON HIM/HER AS A MEMBER OF THE SUPERVISORY COMMITTEE, HIS/HER OFFICE MAY BE DECLARED VACANT BY THE REMAINING MEMBERS OF THE SUPERVISORY COMMITTEE AND THE VACANCY FILLED AS PROVIDED IN SECTION 3 OF THIS ARTICLE. THE SUPERVISORY COMMITTEE MAY REMOVE ANY SUPERVISORY COMMITTEE OFFICER FROM OFFICE FOR FAILURE TO PERFORM THE DUTIES THEREOF, AFTER GIVING THE OFFICER REASONABLE NOTICE AND OPPORTUNITY TO BE HEARD. SHOULD ANY DIRECTOR FAIL TO HOLD THE POSITION OF CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER, OR TREASURER/MANAGER AT A MEMBER CREDIT UNION WHILE SERVING AS A DIRECTOR, SUCH DIRECTOR'S POSITION SHALL BECOME VACANT AND SHALL BE FILLED AS PROVIDED IN SECTION 3 OF THIS ARTICLE. SECTION 1.263(A)-1(F) DE MINIMIS SAFE HARBOR ELECTION CORPORATE AMERICA CREDIT UNION 4365 CRESCENT ROAD IRONDALE, AL 35210 EMPLOYER IDENTIFICATION NUMBER: 63-0826485 FOR THE YEAR ENDING DECEMBER 31, 2023 CORPORATE AMERICA CREDIT UNION IS MAKING THE DE MINIMIS SAFE HARBOR ELECTION UNDER REG. SEC. 1.263(A)-1(F). SECTION 1.263(A)-3(N) ELECTION CORPORATE AMERICA CREDIT UNION 4365 CRESCENT ROAD IRONDALE, AL 35210 EMPLOYER IDENTIFICATION NUMBER: 63-0826485 FOR THE YEAR ENDING DECEMBER 31, 2023 CORPORATE AMERICA CREDIT UNION IS MAKING THE ELECTION TO CAPITALIZE REPAIR AND MAINTENANCE COSTS UNDER REG. SEC. 1.263(A)-3(N). SMARTSOURCE SOLUTIONS LLC 4365 CRESCENT ROAD IRONDALE AL 35210 061615873 FINANCIAL SERVICES AL -258807 321346