Board Duties - Director Handbook
Inside the Director Handbook:
Primary Duties of the Board of Directors as a Governing Body
- Work with the CEO to develop objectives and goals of the CUSO.
- Ensure the CUSO adheres to pertinent laws, regulations and sound business practices. Review and request, as needed, changes in the charter and non-standard bylaw amendments.
- Ensure the CUSO maintains sound financial condition and that the CUSO's assets are protected against unauthorized or illegal acts. Designate depositories, authorize borrowing and investing, and provide for bonding and other security factors, including internal control procedures.
- Establish policies, or ensure they are established, and then approve them for all CUSO programs and activities.
- Ensure new products and services are developed as needed.
- Approve the CUSO budget.
- Manage and plan for CUSO equity (also see Distributing Returns):
- Establish the par value of stockholder shares
- Declare annual patronage dividends
- Declare annual stockholder dividends
- Set the going ownership stock price for the open market
- Review and acknowledge (annually at minimum):
- Disaster Recovery Plan
- ACH Audit
- CPA Audit
- Risk Assessment
- D/R Gap Analysis
- HR Employee Resource Report
- Technology Plan
- Review and acknowledge: (approximately every 18 months)
- Miscellaneous Security Audit
- Hire the Chief Executive Officer (CEO), define the scope of his/her job and review progress in attaining goals and objectives.
- Confirm the Corporate Officer positions (CIO, CFO) that are recommended by the CEO and ratify Officer contracts negotiated by the CEO. CEO will be responsible for recruitment and reporting of the Corporate Officers.
- Attend Board meetings according to the policies set forth in the "CU*Answers Board of Directors Attendance & Reimbursement Procedures," exercise judgment independently from the CEO, and report to the owners at the Annual Stockholders Meeting.
- Appoint a Nominating Committee to fill vacancies on the Board of Directors and present a slate of Directors up for election at the Annual Stockholders Meeting.
- Set the date for the Annual Stockholders Meeting.
- Review Employee Share Plan.
- Set the annual calendar for Board Meetings.
Primary Duties of the Chairperson of the Board
As Chairperson of the Board, assure that the Board of Directors fulfills its responsibilities for the governance of the CUSO. The Chair acts as a partner to the CEO, helping him/her to achieve the mission of the CUSO. The Chair works to optimize the relationship between the board and management.
- Chair meetings of the Board. See that it functions effectively, interacts with management optimally, and fulfills all of its duties. With the CEO, develop agendas.
- Consult with management and the entire Board on the need for Board Committees. Oversee the Board's annual reorganization and lead the Board in filling Committee seats.
- When appropriate, assist the CEO in recruiting Board and other talent for whatever volunteer assignments are needed.
- Communicate any concerns management has in regard to the role of the Board of Directors or individual Board Members to the Board for possible action.
- Communicate to the CEO the concerns of the Board of Directors and other CUSO owners.
- Take the lead in negotiating the CEO contract at least 15 months prior to expiration. At the discretion of the Chair, this process may include the HR Committee or the Board at large. The Chair of the Board will communicate a plan for this negotiation to the Board at least 30 days prior to starting official negotiations with the CEO.
- Work with the CEO/CFO to ensure that the CEO contract is being adhered to. Annually on or before August 30, advise the Board as to salary increases and bonus payouts for the CEO and record Board approval as part of the official minutes in advance of any change to the CEO compensation.
- Annually assess the Board's satisfaction with their role in the CUSO as the governing body. Ensure that the Board Member Handbook Committee has completed its work and that the Handbook reflects the current responsibilities, interactions, and day-to-day realities of how the Board functions. See also "Primary Duties of Standing and Special Committees."
- Serve as an alternate spokesperson for the CUSO in the general marketplace. Represent the Board of Directors and management as an advocate for the CUSO, whether it be dealing directly with a customer of the CUSO or the general credit union industry.
- Take an active role in preparing the bi-annual Report to Owners. Act as facilitator/host for the Annual Stockholders Meeting.
- Fulfill such other assignments as the Chairperson and CEO agree are appropriate and desirable for the Chairperson to perform.
Primary Duties of the Vice Chairperson of the Board
The Vice Chairperson of the Board shall perform the duties of the Chairperson in the event of the death, resignation, absence or inability of the Chairperson of the Board.
Primary Duties of the Secretary/Treasurer of the Board
The Secretary/Treasurer is responsible for ensuring that complete and regular financial statements are prepared and submitted to Stockholders. Ensure that the activities of the CUSO serve the best interest of all stockholders.
- Cause to be maintained minutes of all meetings of the Board and of the Stockholders and keep a record of all votes at such meetings.
- Give, or see to the giving of notice of all meetings of the stockholders and the board of directors, and perform other duties as may be prescribed by the board of directors.
- Review the financial statements prepared by the staff showing the CUSO's condition assuring their completeness and timeliness.
- Present prior year annual meeting minutes at Annual Stockholders Meetings.
Primary Duties of Individual Members of the Board
Board Members are responsible for providing governance to the CUSO and representing it to the community.
- Regularly attend board meetings and important related meetings.
- Make serious commitment to participate actively in committee work.
- Volunteer for and willingly accept assignments and complete them thoroughly and on time.
- Stay informed about committee matters, prepare well for meetings and review and comment on minutes and reports.
- Get to know other committee members and build a collegial working relationship that contributes to consensus.