1. Healthcare

NOTICE OF ANNUAL MEETING OF MEMBERS
Belpre, Ohio
January 28, 2015
Dear Fellow Members:
NOTICE IS HEREBY GIVEN that, pursuant to the call of the Board of Directors, the 2015
Annual Meeting of Members (the “Annual Meeting”) of Riverview Credit Union, Inc. (“RCU” or the
“Credit Union”) will be held at the Marietta Country Club, 705 Pike Street in Marietta, OH, on Friday
February 27, 2015, at 8:00 p.m. As a member of RCU, you have a say in how the Credit Union is run.
This control comes from your right to vote for the Board of Directors. The Board then appoints the
officers and sets policy for the future of the Credit Union.
The business of the Annual Meeting shall consist of the follow:
1. Approval of the minutes of the 2014 Annual Meeting;
2. Election of two (2) directors for a term of three years each from the following nominees:
Nominee
Mark D. Minerd
William Layne Marks
(for re-election)
(for re-election)
Term Will
Expire In
2018
2018
3. To consider and vote upon a proposal to adopt an amended and restated Code of Regulations
for the Credit Union to update the Credit Union’s governance practices to those currently
permissible under the Ohio Credit Union Act; and
4. Presentation of annual reports of the Credit Union
RCU uses a mail ballot system to elect Directors and vote on matters submitted to the members
for consideration. Thus, it is not necessary to attend the Annual Meeting to vote. All members of
Riverview Credit Union age sixteen (16) and over are eligible to participate in the election process. If you
have any questions, please contact the Credit Union. Your vote is important regardless whether or not
you plan to attend the Annual Meeting in person. Please complete, sign, date, and return your ballot as
promptly as possible. Returning the enclosed ballot does not deprive you of the right to attend the Annual
Meeting and to vote in person.
By Order of the Board,
W. Layne Marks
Secretary, Board of Directors
INFORMATION REGARDING THE ANNUAL MEETING OF MEMBERS
To be Held February 27, 2015
GENERAL INFORMATION
We are sending you this statement and the accompanying ballot card to you because the Board of
Directors of Riverview Credit Union, Inc. (“RCU” or the “Credit Union”) is soliciting your vote at the
Annual Meeting of Members, to be held on Friday February 27, 2015 (the “Annual Meeting”), or at any
adjournment thereof. The Annual Meeting will be held at the Marietta Country Club, 705 Pike Street in
Marietta, Ohio. Registration and social hour will begin at 6:00 p.m., followed by dinner banquet at 7:00 p.m.
and the formal business meeting at 8:00 p.m. This statement summarizes the information that you will need
in order to vote.
Reservations are required to attend the social hour and dinner banquet. To reserve a seat, you must
purchase a dinner ticket for yourself and any accompanying guests. The cost of the ticket is $10 per person
and must be purchased at any RCU office before the close of business on February 13, 2015.
Members of the Credit Union may use the accompanying ballot to vote on the matters to be
considered whether or not they plan to attend the Annual Meeting in person. Any member may change their
vote by requesting and submitting a new ballot at any time before the Annual Meeting or by attending the
Annual Meeting and casting a new ballot during registration. Attendance at the Annual Meeting will not, in
and of itself, affect any ballots submitted.
Under the Ohio law and the RCU Code of Regulations, each member who is a natural person sixteen
(16) years of age or older, and who owns at least one membership share, shall be entitled to cast one vote,
regardless of the number of shares owned by such person, on each matter submitted to the membership to be
voted upon, or otherwise submitted to the membership for consent, waiver, release or other action.
Corporations, unincorporated societies or associations, and organizations who are association members, may
be represented at the Annual Meeting and shall be entitled to cast one vote, regardless of the number of
shares owned. Such votes shall be cast by the person or persons designated in the written statement on file
with the Credit Union or as permitted by Ohio law.
As of the date of this Statement, the Board of Directors of the Credit Union does not know of any
business to be brought before the Annual Meeting except as set forth in this Statement. No proposals will be
permitted from the floor during the Annual Meeting. Any voting member who desires to present a proposal
for consideration at the Annual Meeting must submit the proposal in writing to the Credit Union either by
personal deliver or by mail to: Riverview Credit Union, ATTN: Annual Meeting Proposal, 403 Main St,
Belpre OH 45714, before 5:00 p.m. on February 20, 2015. Proposals will be considered during the Annual
Meeting to the extent they meet the requirements of applicable state law and a quorum is present.
Under the RCU Code of Regulations, the greater of twenty-five (25) members or one percent (1%) of
the voting members shall constitute a quorum. As of December 31, 2014, the Credit Union had 5,201 voting
members and therefore the presence of fifty-two (52) members shall constitute a quorum for the purposes of
considering business to be brought before the Annual Meeting.
PROPOSAL NUMBER 1:
ELECTION OF DIRECTORS
The RCU Code of Regulations stipulates that the Board of Directors shall consist of seven (7)
members. All directors, except those elected to fill vacancies, are elected for a term of three years. The
regular terms have been fixed so that approximately an equal number of terms expire at each annual meeting.
Presently, two (2) directors serve in the class whose terms expire at the Annual Meeting, two (2) in the class
whose terms expire in 2016, and three (3) in the class whose terms expire in 2017.
Under the RCU Code of Regulations, the Nominating Committee is responsible for nominating
candidates for the Board of Directors. In accordance with Section 1 of Article V of the RCU Code
Regulations, the Nominating Committee reviewed candidates for the two (2) open Board positions and
proposes that each of the nominees identified below be considered for election to a three-year term and until
his successor is duly elected and qualified or until his earlier resignation, removal from office or death. The
following table provides certain information, as of the date of this statement, concerning each nominee:
Member
Continuously
Since
Nominee for
Term
Expiring in
Instrumentation & Equipment Technician
Solvay Advanced Polymers
1975
2018
Retired
American Municipal Power
1973
2018
Nominee
Place of Residence
Principal Occupation
Mark D. Minerd
Cutler, Ohio
William Layne Marks
Little Hocking, Ohio
Since the number of candidates for the Board of Directors equals the number of open positions, no
election is required under the RCU Code of Regulations and each nominee is deemed to be elected.
The following table gives certain information, as of the date of this statement, concerning the current
directors of RCU who will continue to serve after the Annual Meeting.
Member
Continuously
Since
Term
Expiring in
Shift Supervisor
Solvay Advanced Polymers
1977
2016
Cecil G. Brown
Marietta, Ohio
Retired
Eramet Marietta
1968
2017
Keith L. Hoy
Parkersburg, West Virginia
Retired
American Municipal Power
1973
2017
John L. Matthews
Marietta, Ohio
President / General Contractor
Silverheels, Incorporated
1996
2017
Steven A. Tompkins
Vincent, Ohio
Equipment & Instrumentation Technician
Eramet Marietta
1975
2016
Director
Place of Residence
Principal Occupation
John W. Bartenschlag
Parkersburg, West Virginia
PROPOSAL NUMBER 2:
PROPOSED AMENDED AND RESTATED CODE OF REGULATIONS
PURPOSE
Every corporation, whether for-profit or not-for-profit, is required to write and keep a record of their
bylaws. In Ohio, the state law speaks of “regulations”; thus, the bylaws for Ohio corporations are normally
called a “code of regulations”. Regardless of its name, the bylaws of a corporation is the most important
legal document as it outlines, in writing, the day-to-day rules for the organization and provides
comprehensive guidelines to keep the organization running smoothly.
The bylaws of any corporation typically address issues like the existence and responsibilities of
corporate offices; the size of the board of directors and the manner and term of their election; how and when
board and shareholder meetings will be held; who may call meetings; and how the board of directors will
function.
The RCU Code of Regulations, presently in effect, is essentially the same document originally
adopted by the membership in 1968 when the Credit Union was founded. While some amendments have
been adopted in prior year, the current Code of Regulations does not reflect all governance practices
permissible under the Ohio Credit Union Act. For example, the Code of Regulations presently requires a
written notice of all meetings of the members be given either by personal delivery or mail. Current Ohio law
permits alternative methods by which a member may receive notice of meetings, including overnight
delivery service, e-mail, or any other means of communication authorized by the member to whom the notice
is given.
In order to position the Credit Union to take advantage of continuing technological advancements to
expedite communications, including the Internet, and accommodate recent changes in Ohio Credit Union
Act, the Board of Directors believes it is desirable and in the best interests of the Credit Union and its
members to adopt an amended and restated Code of Regulations for the Credit Union.
PROPOSAL
The full text of the proposed amended and restated Code of Regulations of the Credit Union has been
posted to the Credit Union’s internet website, www.riverviewcu.com. Members also may obtain a copy, free
of charge, by visiting either office of RCU or by written request mailed to: Michael Iaderosa, Chief
Executive Officer, Riverview Credit Union, 403 Main Street, Belpre OH 45714
The following is a summary of the key revisions that would be made to corporate governance
practices of the Credit Union should proposed amended and restated Code of Regulations be adopted by the
membership:
1) provide clarity of the terms and conditions under which organizations, corporations, and other legal
entities may be members of the Credit Union and vote on matters submitted for consideration by the
membership;
2) explicitly permit the ownership of shares in joint tenancy with right of survivorship and by trusts;
3) permit action be taken by the members without a meeting through written consent;
4) extend the period for holding the annual meeting of the members to April 30th of each year;
5) allow members to receive notice of meeting, to vote on matters, and be present at meetings in any
manner permitted by Ohio law;
6) allow for the use of communications equipment by members or directors in order to be treated as
being present at a meeting for purposes of determining the existence of a quorum;
7) clarify the officers to be elected by the directors and their respective responsibilities, including
identifying those officers who must also be a director;
8) more fully define the standing committees of the Credit Union and their respective roles and
responsibilities;
9) allow for future amendments to the Regulations in any manner permitted by Ohio law; and
10) establish special rules that would govern during a state of emergency declared by the state.
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OFFICIAL BALLOT
Member Name
Address
City, State, Zip
Membership #
The following are the proposals to be considered during the Annual Meeting of
Members to be held on February 27, 2015:
PROPOSAL #1:
ELECTION OF DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2018
(Two Open Positions)
Nominees:
01 Mark D. Minerd
02 William Layne Marks
Since the number of candidates for the Board of Directors equals the number of open positions, no election is
required and each nominee is deemed to be elected.
PROPOSAL #2:
ADOPTION OF AN AMENDED AND RESTATED CODE OF REGULATIONS
For
Against
Abstain
I have read the Notice to Annual Meeting of the Members of Riverview Credit Union, Inc. and information
regarding the proposals to be considered during the meeting. I hereby cast my vote for each proposal as indicated
above:
Date:
Signature(s) in box
Please sign exactly as your name(s) appears on your membership, which is shown above. Trustees, administrators,
etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer
signing the proxy.
You may vote either in person or by mail.
To vote in person: You must attend the Annual Meeting of the Member to be held on Friday,
February 27, 2015, and cast your vote during registration, which will commence at 6:00 p.m.
To vote by mail: Complete this ballot and return it using the enclosed postage-paid envelope or mail
using your own envelope to: Riverview Credit Union, Attn: Membership Voting, 403 Main St, Belpre OH,
45714. Ballots submitted by mail must be received prior to 5:00 p.m. on Friday, February 20,
2015, in order to be counted.
No mail ballot shall be valid after the expiration of eleven months after delivery to the Credit Union