Leadership

DIRECTOR QUALIFICATIONS General Director Expectations Directors of Vantage West Credit Union will be expected to bring to the Board a broad range of knowledge and depth of experience from their chosen business or profession, as well as an understanding of the principles and values of Vantage West and the communities it serves. Directors should evidence a demonstrated ability to deal with business, financial, and social issues. This implies a capacity to provide additional strength, diversity of views, and up-to-date perspectives to the Board and its deliberations. Directors should have a fundamental understanding of their role and responsibility to the credit union. Directorship on the Board of Vantage West is not a public office, and although the Board will be representative of the community that it serves, the Director’s primary responsibility is to act at all times in the best interests of the credit union’s Membership. This fiduciary duty is both a legal obligation and a mandate under the terms of the credit union’s bylaws. A Director should be able to work productively with others and have the ability and willingness to commit the time and effort required to do so. Directors should be fully informed regarding their responsibilities and liabilities as a Director prior to a commitment to serve. Minimum Requirements To be eligible and qualified to serve on Vantage West Credit Union’s Board of Directors, a Director must be a Vantage West primary Member whose Membership is in good standing, must have the ability to comply with the Governance Handbook, and must meet all of the following minimum requirements:

• Minimum Age: 18 years of age or over
• Citizenship: An American citizen or a person lawfully admitted to the United States for permanent residency who is ordinarily resident in the United States
• Membership Status: No membership in any credit union that has been terminated other than voluntarily
• Credit Standing: No financial obligations with any institution, company, or agency extending credit that are or have been delinquent more than two consecutive monthly payments at any time during the past four years
• Bondability: Must qualify for bonding
• No Criminal Record: No felony convictions or pending felony charges
• Credit Union Employment: Not a current employee of Vantage West
• Outside Employment/Service:  Not employed by, or actively serving on any board or committee of, any other financial services provider that is a direct or indirect competitor of the credit union
• Policy/Procedures: Must become and remain familiar with and adhere to applicable Vantage West policies and procedures and comply with all aspects of the Bank Secrecy Act
• Agreement to Serve: Must fill out completely an “Application to Serve as a Volunteer and Statement of Consent Form for a Volunteer Position” on a form(s) authorized by the Board of Directors
• Conflict of Interest: Is free of any real or perceived conflict of interest that may reasonably be expected to prevent the candidate from acting in the best interests of the credit union as a whole and independently of any particular interest arising as a result of any previous, existing, or future relationship with the credit union or its Membership, regulators, competitors or vendors/suppliers

Desired Expertise and Experience Based on a determination of the overall expertise required by the Board as a whole, specific expertise in the categories below will be considered positive attributes for potential candidates. It is recognized that not all candidates will have all expertise, experience, and attributes listed, and that they may change from time to time depending on the credit union’s needs, and that the objective of articulating such desired expertise, experience, and attributes is to achieve a well-balanced mix of such skills and expertise on the Board of Directors.

• Local business operations
• Customer/member relations in a service sector
• Operations expertise in high-growth industry sectors
• Financial services industry and regulatory experience
• Finance and financial reporting processes background
• Credit or interest rate risk management
• Human resources or labor relations
• Governance, audit, and/or operational risk assessment and management
• Technology, internet, e-commerce, information security
• Legal
• Executive, director or other leadership experience

Desired Attributes The attributes below will be considered when selecting candidates for Board appointment or selecting nominees for Board election, as applicable. Alignment with Vantage West Credit Union Principles:

• Ability and willingness to make a real contribution to Vantage West Credit Union, the Board and its Membership
• Commitment to Vantage West’s strategic objectives, vision, commitments, and values
• An understanding of Vantage West’s unique service and contribution to its Membership
• Ability to reflect the culture, values, and commitments of Vantage West
• Ability to bring to the Board a knowledgeable perspective on issues affecting business in the geographic jurisdictions in which the credit union carries on business
• Ability to assist Vantage West in making contacts and assisting in business development or strategic alliances where appropriate
• Personal experience, community service, and a commitment to the issues and concerns of the geographic jurisdictions in which the credit union carries on business
• A core knowledge of or the desire to learn about the cooperative financial sector and the concepts, principles, and values of the cooperative environment

Added Considerations for Directors in General:

• Local or regional stature in the candidate’s chosen business or profession or community involvement
• Willingness to ask probing questions and challenge management within the appropriate governance context
• Ability to operate “as a team” at the Board level and to “speak with one voice” once a full discussion has been undertaken and a decision has been made by the Board in accordance with its governance policies
• Previous board and/or committee experience
• Vantage West Member for at least two years prior to the date of service
• Utilization of the credit union as the candidate’s primary financial institution
• Ability to assess business strategies, operations, and the implications of financial statements and auditor’s reports
• Ability to bring a perspective of external business, social, and regional issues to the deliberations of the Board
• High ethical standards
• A strong, independent candidate who also contributes effectively as a team member of the Board and its committees
• Forward thinking with a knowledge of potential changes and trends facing the future of the industry
• An understanding of corporate governance and the fiduciary duties and responsibilities of both a Board of Directors as well as of individual Directors (in particular – a comfort level with the principles of the governance model under which the Board operates)
• Possess a commitment to continuous learning
• Good interpersonal relations

Membership Representation Potential Director candidates will not be denied consideration by reason of race, color, sex, religion, disability, age, national origin, veteran status, geographic location, or affiliation with some special constituency group, nor will any candidate be selected solely for such reason.