2019-11-14T15:17:54-06:00 2018-12-31 042689883 WOLF & COMPANY PC 99 HIGH STREET 21ST FLOOR BOSTON MA 02110 990 2018-01-01 041231965 JEANNE D'ARC CREDIT UNION JEAN 9784525001 1 TREMONT PLACE LOWELL MA 01854 MARK S COCHRAN PRESIDENT/CEO 9784525001 2019-11-14 1 HARRY A KALAJIAN JR CPA P00464296 6174399700 199.167.121.238 2019-11-14 14:53:56 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 3035F85F9C36F92B25132AD5EF9C80758CB5F135 2018 2020-03-31 21:24:44Z MARK S COCHRAN 1 TREMONT PLACE LOWELL MA 01854 63630365 0 X WWW.JDCU.COM X 1912 MA JEANNE D'ARC CREDIT UNION IS A FULL SERVICE, MEMBER-OWNED COMMUNITY BASED CREDIT UNION. 10 9 303 0 196619 0 0 0 44031833 47742933 3234064 3470876 9968688 11847026 57234585 63060835 0 0 0 0 17997474 17362532 0 0 0 31872615 35262098 49870089 52624630 7364496 10436205 1340053322 1388832412 1230981069 1269915776 109072253 118916636 SEE SCHEDULE O 0 0 JEANNE D'ARC CREDIT UNION IS THE THIRD OLDEST CREDIT UNION IN THE COUNTRY FOUNDED IN LOWELL MASSACHUSETTS IN 1912. IT CURRENTLY HAS 87,462 MEMBERS WHO HAVE $1,155 MILLION IN DEPOSIT ACCOUNTS & NET LOANS OUTSTANDING OF $1,213 MILLION AS OF DECEMBER 31, 2018. 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 120853 0 1 303 1 1 1 0 0 0 0 0 0 0 1 0 X 10 9 0 0 0 0 1 1 1 1 1 0 1 1 0 1 1 1 1 1 1 1 0 X KIRK MCNEILL 9783234802 JEANNE DARC CU 1 TREMONT PLACE LOWELL MA 01854 JOHN CHEMALY CHARIMAN 1.00 X 5981 0 0 MARK COCHRAN PRESIDENT/CEO/DIRECTOR 40.00 X X 1409849 0 218091 GEORGE ELIADES FORMER CHARIMAN 1.00 X 481 0 0 HENRI MARCHAND DIRECTOR 1.00 X 5981 0 0 ELLEN MURPHY MEEHAN VICE CHAIR 1.00 X 6065 0 0 WILLIAM SOUCY DIRECTOR 1.00 X 5981 0 0 NAOMI PRENDERGAST DIRECTOR 1.00 X 6023 0 0 SUSAN GREEN DIRECTOR 1.00 X 6065 0 0 MARK DIONNE DIRECTOR 1.00 X 168 0 0 JOANNE YESTRAMSKI DIRECTOR 1.00 X 5981 0 0 SOVANNA POUV DIRECTOR 1.00 X 6107 0 0 MICHELLE SILVEIRA SENIOR VP MARKETING 40.00 X 259063 0 63472 SUSAN HANNIGAN SVP CFO (TERM ENDED 7/18) 40.00 X 263247 0 57699 CAROLYN PELLETIER SENIOR VICE PRESIDENT CIO 40.00 X 227669 0 41596 MARK O'NEIL SENIOR VICE PRESIDENT CAO 40.00 X 156334 0 14674 BRIAN SOUSA SENIOR VICE PRESIDENT CLO 40.00 X 386296 0 84405 MICHAEL P DUBUQUE SVP CMEO 40.00 X 448279 0 50117 JASON E DUBOIS MORTGAGE LOAN ORIGINATOR MGR 40.00 X 299225 0 29307 JAMES HIRBOUR SENIOR LOAN OFFICER 40.00 X 586687 0 9250 GERARD L STEVENS SENIOR LOAN OFFICER 40.00 X 354433 0 10378 KARA DOYLE SENIOR LOAN OFFICER 40.00 X 165424 0 21950 KEITH M MICAVICH SENIOR LOAN OFFICER 40.00 X 173042 0 22890 SCOTT FLAGG FORMER SVP MEMBER SERVICES 1.00 X 246513 0 32489 5024894 0 656318 13 1 1 0 FIDELITY INFO SERVICES PO BOX 4535 CAROL STREAM IL 60197 BANKING SOFTWARE 2348944 TREMONT YARD 5 DRICK TRACY DRIVE PELHAM NH 03076 CONSTRUCTION 1250761 ALKAMI PO BOX 670397 DALLAS TX 75267 SECURITY SERVICES 1058439 NCUA PO BOX 97069 ST LOUIS MO 63197 PAYMENT PROCESSING DEPARTMENT 421419 RAOUST & PARTNERS 516 SETTLERS LANDING RD HAMPTON VA 23669 MARKETING SERVICES 372328 31 INTEREST INCOME 522100 47742933 47742933 47742933 2353593 2353593 1686813 569530 1117283 1117283 1117283 FEE INCOME 522100 11838492 11650407 188085 PARTNERSHIP INVESTMENTS 525990 8534 8534 11847026 63060835 59393340 196619 3470876 3199572 10266186 1021417 1780807 1094550 492778 579109 1502793 1458753 1412158 1789621 2089943 197712 12663332 1795795 346597 DEBIT/CREDIT/ATM CHARGE 3721833 PROVISION FOR LOAN LOSS 3184966 MISCELLANEOUS EXPENSES 2045309 EQUIPMENT MAINTENANCE 1022819 958580 52624630 4744624 5426487 20769634 42604759 1176052051 1212998275 1585532 1158248 32044114 17058787 16166813 14985327 87521273 81209672 8143900 8763000 25069495 21686644 1340053322 1388832412 12109941 14065221 100000000 102000000 1118871128 1153850555 1230981069 1269915776 X 0 0 16000000 16000000 93072253 102916636 109072253 118916636 1340053322 1388832412 10436205 -591822 0 X X 0 1 X 1 0 2207221 2207221 9552810 2489502 7063308 6540415 3516271 3024144 10798705 8154781 2643924 2944963 2898233 46730 14985327 DEPOSITS 1155153332 ELAN DAILY SETTLEMENT -1302777 1153850555 X 62469013 -591822 -591822 63060835 0 63060835 52624630 0 52624630 0 52624630 PART X, LINE 2: THE CREDIT UNION IS EXEMPT, UNDER IRC 501(C)(14), FROM FEDERAL AND STATE INCOME TAXES. CERTAIN PRODUCTS AND SERVICES PROVIDED BY SELECT STATE CHARTERED CREDIT UNIONS HAVE BEEN DEEMED BY THE INTERNAL REVENUE SERVICE (IRS), IN TECHNICAL ADVICE MEMORANDUMS (TAMS) RELEASED IN 2007, TO BE UNRELATED TO THE SPECIFIC ENTITY'S EXEMPT PURPOSE. AS PRESENTED IN THE TECHNICAL ADVICE MEMORANDUMS, THE NET TAXABLE INCOME FROM THESE PRODUCTS AND SERVICES WOULD BE SUBJECT TO INCOME TAXES. CREDIT UNIONS HAVE LITIGATED AGAINST THE IRS POSITIONS NOTED IN THE TAMS AND HAVE BEEN SUCCESSFUL IN HAVING COURTS DECLARE IN 2009 AND 2010 THAT REVENUE FROM INSURANCE PRODUCTS SOLD TO MEMBERS, HELPING THEM PROTECT THEIR FINANCIAL WELLBEING, QUALIFIES AS EXEMPT PURPOSE INCOME, CONTRARY TO THE IRS POSITION IN THE TAMS. THE CREDIT UNION FILED ITS ANNUAL 990 TAX RETURN FOR 2017, WHICH INDICATES THE CREDIT UNION HAD NO UNRELATED BUSINESS INCOME TAX. 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 MANAGEMENT, ANY LIABILITY RESULTING FROM TAXING AUTHORITIES IMPOSING INCOME TAXES ON THE NET TAXABLE INCOME FROM ACTIVITIES POTENTIALLY DEEMED TO BE UNRELATED TO THE CREDIT UNION'S EXEMPT PURPOSE IS NOT EXPECTED TO HAVE A MATERIAL EFFECT ON THE CREDIT UNION'S FINANCIAL POSITION OR RESULTS OF OPERATIONS. AT DECEMBER 31, 2018 THE CREDIT UNION HAS NOT ACCRUED FOR ANY UNRELATED BUSINESS INCOME TAX. THE CREDIT UNION EVALUATED ITS TAX POSITIONS AND DETERMINED NO UNCERTAIN TAX POSITIONS EXIST AS OF DECEMBER 31, 2018 AND 2017. THE CREDIT UNION'S 2015 THROUGH 2018 TAX YEARS ARE OPEN FOR EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES. X 1 1 X X X X 1 1 0 MARK COCHRAN PRESIDENT/CEO/DIRECTOR 1396157 0 0 0 13692 0 199224 0 18867 0 1627940 0 0 0 MICHELLE SILVEIRA SENIOR VP MARKETING 247485 0 0 0 11578 0 44027 0 19445 0 322535 0 0 0 SUSAN HANNIGAN SVP CFO (TERM ENDED 7/18) 252473 0 0 0 10774 0 57296 0 403 0 320946 0 0 0 CAROLYN PELLETIER SENIOR VICE PRESIDENT CIO 216174 0 0 0 11495 0 35279 0 6317 0 269265 0 0 0 MARK O'NEIL SENIOR VICE PRESIDENT CAO 154995 0 0 0 1339 0 0 0 14674 0 171008 0 0 0 BRIAN SOUSA SENIOR VICE PRESIDENT CLO 377868 0 0 0 8428 0 64960 0 19445 0 470701 0 0 0 MICHAEL P DUBUQUE SVP CMEO 441351 0 0 0 6928 0 31250 0 18867 0 498396 0 0 0 JASON E DUBOIS MORTGAGE LOAN ORIGINATOR MGR 298633 0 0 0 592 0 10440 0 18867 0 328532 0 0 0 JAMES HIRBOUR SENIOR LOAN OFFICER 586095 0 0 0 592 0 9250 0 0 0 595937 0 0 0 GERARD L STEVENS SENIOR LOAN OFFICER 354069 0 0 0 364 0 9250 0 1128 0 364811 0 0 0 KARA DOYLE SENIOR LOAN OFFICER 163700 0 0 0 1724 0 16011 0 5939 0 187374 0 0 0 KEITH M MICAVICH SENIOR LOAN OFFICER 172450 0 0 0 592 0 5151 0 17739 0 195932 0 0 0 SCOTT FLAGG FORMER SVP MEMBER SERVICES 241688 0 0 0 4825 0 32489 0 0 0 279002 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS SPOUSES OR GUESTS ARE WELCOME TO ACCOMPANY DIRECTORS, BUT IS LIMITED TO NO MORE THAN TWO TIMES PER CALENDAR YEAR. SPOUSE OR GUEST EXPENSES WHICH ARE REIMBURSABLE INCLUDE, BUT ARE NOT LIMITED TO AIR TRAVEL, MEALS, AND ORGANIZED ENTERTAINMENT SUCH AS EVENT DINNERS, GOLF OUTINGS OR OTHER CONFERENCE RELATED OUTINGS. SPOUSE AND GUEST TRAVEL EXPENSES MAY NOT EXCEED $2,000 PER YEAR. SPOUSE OR GUEST EXPENSES WHICH ARE NOT REIMBURSABLE INCLUDE, BUT ARE NOT LIMITED TO SEPARATE LODGING OR NON-CONFERENCE RELATED PERSONAL EXPENSES. PART I, LINES 4A-B SCOTT FLAGG RECEIVED $246,513 SEVERANCE PAYMENT IN 2018. NONQUALIFIED RETIREMENT PLAN THE CREDIT UNION PROVIDES A NON-ELECTIVE EMPLOYER CONTRIBUTION PLAN COVERING ALL OF ITS EMPLOYEES WHO ARE ELIGIBLE AS TO AGE AND LENGTH OF SERVICE. THE PLAN PROVIDES FOR A DISCRETIONARY NON-ELECTIVE CONTRIBUTION EQUAL TO A PERCENTAGE AS ESTABLISHED BY THE BOARD OF DIRECTORS OF EACH PARTICIPANT'S TOTAL COMPENSATION, PLUS 5.7% OF ELIGIBLE COMPENSATION IN EXCESS OF THE SOCIAL SECURITY TAXABLE WAGE BASE, UP TO THE APPLICABLE IRS LIMITATIONS. THE CREDIT UNION'S CONTRIBUTIONS TO THE PLAN APPROXIMATED $687,000 AND $714,000 FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017, RESPECTIVELY. DURING THE TAX YEAR, THE CREDIT UNION MADE CONTRIBUTIONS TO THE FOLLOWING INDIVIDUALS: BRIAN SOUSA $31,620 MICHELLE SILVEIRA $20,400 CAROLYN PELLITIER $17,425 SUSAN HANNIGAN $26,775 SCOTT FLAGG $18,445 MARK COCHRAN $165,634 WILLIAM SOUCY DIRECTOR, OWNER OF CU'S BUILDING 1250761 RENTAL 0 SCHEDULE L PART II - OFFICER & DIRECTOR LOANS SOME OF THE OFFICERS AND DIRECTORS HAVE LOANS OUTSTANDING WITH THE CREDIT UNION. THESE LOANS WERE OBTAINED IN THE NORMAL COURSE OF BUSINESS OF THE CREDIT UNION WITH THE SAME TERMS AND CONDITIONS AVAILABLE TO ALL MEMBERS. AS PER INSTRUCTIONS FOR SCHEDULE L, THESE LOANS ARE NOT TO BE LISTED ON SCHEDULE L. SCHEDULE L PART IV - RELATED PARTY TRANSACTIONS TREMONT YARD LLC, SINGLE MEMBER LLC OWNNED BY DIRECTOR SOUCY OWNS THE BUILDING WHICH THE CREDIT UNION LEASES AND HOUSES ITS ADMINISTRATIVE AND BACK-OFFICE STAFF. DIRECTOR SOUCY EXCUSED HIMSELF FOR ALL BOARD OF DIRECTOR DISCUSSIONS REGARDING THE DECISION TO ENTER INTO THE LEASE FOR THE BUILDING. ADDITIONALLY, A THIRD-PARTY COMMERCIAL REAL ESTATE FIRM, NATIONAL COMMERCIAL BROKERS, INC. CONDUCTED A MARKET SURVEY FOR THE CREDIT UNION TO ENSURE THE CREDIT UNION WAS PAYING A FAIR MARKET LEASE RATE AND OTHER PERTINENT CONDITIONS. FINALLY, THE OFFICE OF THE COMMISSIONER OF BANKS OF MASSACHUSETTS REVIEWED THE BUSINESS TRANSACTION AND HAD NO NEGATIVE COMMENTS ON THE TRANSACTION AND APPROVED THE EXPENDITURE OF FUNDS. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION JEANNE D'ARC CREDIT UNION IS THE THIRD OLDEST CREDIT UNION IN THE UNITED STATES AND THE SECOND OLDEST IN MASSACHUSETTS. WE OFFICIALLY OPENED OUR DOORS IN 1912 TO PROVIDE FINANCIAL STABILITY TO IMMIGRANTS WHO CAME TO LOWELL FROM ALL OVER THE WORLD TO WORK IN THE TEXTILE MILLS DURING THE INDUSTRIAL REVOLUTION. OUR MISSION IS SIMPLE: TO HELP OUR MEMBERS MAKE SMART FINANCIAL CHOICES. TO ACHIEVE OUR MISSION, WE INCORPORATE THE RIGHT MIX OF FINANCIAL PRODUCTS AND SERVICES, ALONG WITH A STRONG FINANCIAL EDUCATION PROGRAM THAT OFFERS FREE WORKSHOPS AND SEMINARS SO MEMBERS CAN PUT THEIR FINANCIAL PLANS INTO ACTION. THROUGH OUR EDUCATIONAL SITE, MONEYSTRONG.ORG, WE PROVIDE BASIC SKILLS, INFORMATION AND THE RESOURCES NECESSARY FOR OUR MEMBERS TO INCREASE THEIR FINANCIAL KNOWLEDGE. SOCIAL RESPONSIBILITY IS AN INTEGRAL PART OF JEANNE D'ARC'S CULTURE. OUR EMPLOYEES SPEND COUNTLESS HOURS ASSISTING THOSE IN OUR COMMUNITIES WHO ARE LESS FORTUNATE BY GATHERING DONATIONS, SERVING FOOD AT LOCAL SHELTERS, REPAIRING HOMES AND PARTICIPATING IN WALKS AND EVENTS BENEFITTING NUMEROUS WORTHWHILE CAUSES. OUR EMPLOYEES TRULY EMBRACE THE SPIRIT OF CARING ESPOUSED BY OUR CREDIT UNION. YOU'LL SEE A SMALL GLIMPSE OF OUR COMMUNITY ACTIVISM ON OUR WEBSITE. BUT FOR MUCH MORE ABOUT OUR HISTORY AND COMMUNITY INVOLVEMENT, WE INVITE YOU TO VISIT WESHAREACOMMONTHREAD.ORG. FORM 990, PART VI, SECTION A, LINE 6 JEANNE D'ARC CREDIT UNION MEMBERSHIP IS AVAILABLE TO ANYONE WHO LIVES, WORKS, OR ATTENDS SCHOOL IN MIDDLESEX OR ESSEX COUNTIES, THE CITIES OR TOWNS OF FITCHBURG, LEOMINSTER, HARVARD, LUNENBURG OR LANCASTER, OR THE NEW HAMPSHIRE COUNTIES OF HILLSBOROUGH OR ROCKINGHAM. THE MEMBERS VOTE FOR THE BOARD OF DIRECTORS AT THE ANNUAL MEETING AND VOTE ON ANY BUSINESS BROUGHT BEFORE THEM AT THE ANNUAL MEETING. FORM 990, PART VI, SECTION A, LINE 7A JEANNE D'ARC CREDIT UNION MEMBERSHIP IS AVAILABLE TO ANYONE WHO LIVES, WORKS, OR ATTENDS SCHOOL IN MIDDLESEX OR ESSEX COUNTIES, THE CITIES OR TOWNS OF FITCHBURG, LEOMINSTER, HARVARD, LUNENBURG OR LANCASTER, OR THE NEW HAMPSHIRE COUNTIES OF HILLSBOROUGH OR ROCKINGHAM. THE MEMBERS VOTE FOR THE BOARD OF DIRECTORS AT THE ANNUAL MEETING AND VOTE ON ANY BUSINESS BROUGHT BEFORE THEM AT THE ANNUAL MEETING. FORM 990, PART VI, SECTION A, LINE 7B JEANNE D'ARC CREDIT UNION MEMBERSHIP IS AVAILABLE TO ANYONE WHO LIVES, WORKS, OR ATTENDS SCHOOL IN MIDDLESEX OR ESSEX COUNTIES, THE CITIES OR TOWNS OF FITCHBURG, LEOMINSTER, HARVARD, LUNENBURG OR LANCASTER, OR THE NEW HAMPSHIRE COUNTIES OF HILLSBOROUGH OR ROCKINGHAM. THE MEMBERS VOTE FOR THE BOARD OF DIRECTORS AT THE ANNUAL MEETING AND VOTE ON ANY BUSINESS BROUGHT BEFORE THEM AT THE ANNUAL MEETING. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS HAS DELEGATED AUTHORITY FOR THE REVIEW OF THE FORM 990 TO THE VP CONTROLLER OR CEO. THE CEO ENGAGES THE SERVICES OF AN INDEPENDENT ACCOUNTING FIRM FOR THE PREPARATION OF THE FORM 990. UPON COMPLETION, THE FORM 990 IS REVIEWED BY THE CEO, SIGNED BY THE CEO, AND FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EACH YEAR THE CODE OF ETHICS, WHICH INCORPORATES THE CONFLICT OF INTEREST POLICY, IS UPDATED AND RATIFIED BY THE BOARD OF DIRECTORS. THE CODE OF ETHICS PERTAINS TO EMPLOYEES AS WELL AS THE BOARD OF DIRECTORS. ANNUALLY, ALL EMPLOYEES AND BOARD MEMBERS SIGN AN ACKNOWLEDGEMENT THAT THEY HAVE RECEIVED AND READ THE CODE OF ETHICS. FURTHER, ALL EMPLOYEES AND BOARD MEMBERS MUST IDENTIFY, IN WRITING, ALL DEPOSITS AND LOAN ACCOUNTS IN WHICH THEY HAVE A RELATED INTEREST. LOANS GRANTED TO SENIOR MANAGEMENT, DIRECTORS, OR THEIR RELATED PARTIES MUST BE APPROVED BY THE BOARD. IF THE LOAN IS FOR A BOARD MEMBER OR HIS/HER RELATED INTEREST, THE BOARD MEMBER IS RECUSED FROM THE VOTE. FORM 990, PART VI, SECTION B, LINE 15 BOARD REVIEW OF OFFICER COMPENSATION THE CREDIT UNION'S BOARD OF DIRECTORS ASSIGNS RESPONSIBILITY TO THE BOARD'S PERSONNEL COMMITTEE FOR THE PREPARATION OF A VERBAL PERFORMANCE EVALUATION OF THE CREDIT UNION'S PRESIDENT. THE PERSONNEL COMMITTEE IS COMPRISED OF INDEPENDENT DIRECTORS. THE PERSONNEL COMMITTEE WILL THEN PRESENT THE WRITTEN EVALUATION TO THE FULL BOARD, ALONG WITH A RECOMMENDATION FOR COMPENSATION. THE COMPENSATION LEVEL IS BASED ON A COMBINATION OF THE PRESIDENT'S PERCEIVED VALUE TO THE CREDIT UNION AND JOB PERFORMANCE. BASED ON THE PERSONNEL COMMITTEE'S RECOMMENDATION, THE FULL BOARD APPROVES THE PRESIDENT'S COMPENSATION. FOR MEMBERS OF SENIOR MANAGEMENT, WRITTEN PERFORMANCE EVALUATIONS ARE PREPARED BY THE PRESIDENT. THE BOARD'S CHAIRMAN APPROVES TOTAL COMPENSATION FOR ALL OFFICERS. NO OTHER BOARD DIRECTORS ARE INVOLVED IN THE COMPENSATION DISCUSSIONS FOR SENIOR MANAGEMENT. COMPENSATION IS BASED ON THE VALUE TO THE CREDIT UNION AND JOB PERFORMANCE. FORM 990, PART VI, SECTION C, LINE 19 THE CREDIT UNION'S BYLAWS, CODE OF ETHICS, CONFLICT OF INTEREST POLICY, ETC. ARE AVAILABLE FOR INSPECTION AT THE CREDIT UNION'S ANNUAL MEETING OR AVAILABLE AT ANYTIME UPON A MEMBER'S REQUEST. THE CREDIT UNION'S PRIVACY POLICY IS MAILED TO EACH MEMBER ANNUALLY. WHEN THERE IS A CHANGE TO OUR POLICY, A STATEMENT OF CHANGE IS MADE ANNUALLY ON ACCOUNT STATEMENTS SENT TO MEMBERS. THE CREDIT UNION'S CALL REPORT (5300) DATA IS AVAILABLE TO THE GENERAL PUBLIC VIA THE NCUA'S WEBSITE. PAGE 12 PART XII LINES 2B & 2C THE JEANNE D'ARC CREDIT UNION STATEMENTS ARE AUDITED BY CROWE HORWATH, LLP, A CERTIFIED PUBLIC ACCOUNTING FIRM. THE FINANCIAL STATEMENT YEAR END IS DECEMBER 31ST. THE JEANNE D'ARC CREDIT UNION BY-LAWS REQUIRE AN AUDIT COMMITTEE MADE UP OF BOARD MEMBERS TO REVIEW THE AUDITED FINANCIAL STATEMENTS AND ASSURE THAT ANY FINDINGS BY THE AUDITORS ARE IMPLEMENTED.