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Nomination & Elections Procedures - Director Handbook

Annual Election of Directors

The Nominating Committee will accept nominations from owners for service on the CU*Answers Board of Directors from the January Board meeting until March 31.

The nominating committee will present candidates to the Board at least 60 days prior to the Annual Meeting. After the Board Meeting, a notice will be sent to all owner Credit Unions with a sample ballot to be used at the Annual Meeting. Following are guidelines for the nomination and election process:

Applications for Nomination

  • Any interested candidates should submit a letter of intent along with a professional resume to CU*Answers, Attn: Nominating Committee.
  • To qualify to serve on the CU*Answers Board, each candidate must be a full-time paid CEO/Manager of a Credit Union which has held CU*Answers ownership for at least one year as of the application date.
  • All applications must be received no later than March 31 (or other specified date, in the case of a special election to fill a vacated seat).
  • The Nominating Committee will review all applications and vote on all candidates to be placed on the ballot. All candidates with a majority vote (2/3) will be placed on the ballot.
  • Once the ballot is reviewed by the Board at the April Board Meeting (or specified date, in the case of a special election to fill a vacated seat), the ballot will be presented to all owners. This will give each candidate as much time as possible to solicit support from other owners.
  • In the case where a candidate is not put forth by the Nominating Committee for the upcoming ballot, that candidate may petition to be on the ballot outside of the nomination process. For the normal annual election, to be placed on the ballot, the candidate must present to the Board of Directors at least 30 days prior to the Annual Meeting a petition signed by at least 10% of current CU*Answers owners. For a special election to fill a vacated seat, the timeline may be shortened at the discretion of the Board. It should be clear that signatures on this petition do not constitute a vote.

Election

  • The election itself will be held at the Annual Stockholders Meeting in June.
  • Votes may be cast one of three ways: (1) in person at the Annual Stockholders Meeting, (2) electronically via responding to the e-ballot, or (3) via a paper absentee ballot mailed to CU*Answers.
  • Votes may be cast electronically by owners from whom we have received a “Stockholder Consent to Receive Communications Electronically,” signed electronically by the Credit Union CEO, prior to May 1st.
  • Electronic and paper absentee ballots will be accepted until the end of business on the Friday immediately preceding the June Stockholders Meeting and must be signed by the Credit Union’s CEO.
  • Votes at the June Stockholders Meeting must be cast by the Credit Union CEO or Chair. Other representatives of the Credit Union must have a letter of authorization signed by the Credit Union CEO and Chair attached to their ballot in order to vote on behalf of the Credit Union.
  • If more than one ballot is received from the same Credit Union, the last one received will be counted and any previously-received ballot(s) will be discarded.
  • No nominations from the floor will be accepted. Candidates will be introduced by the Chair of the CU*Answers Board and will be given an opportunity to speak.
  • After the Board Chairperson calls for the vote during the Stockholders meeting, a committee is assigned to adjourn and tally the votes for an official announcement later during the meeting. This group consists of the CFO or designated representative (such as the Internal Auditor), the VP of Administration or designated representative, and one or more members of the Board Nominating Committee. This committee checks all votes cast against a list of owner names to ensure that the same owner did not cast more than one vote. In the case of a tie, the nominating committee will vote and the majority wins (2/3). After votes are counted the results are announced by either a Nominating Committee representative or the Board Chairperson to all attendees before the meeting is adjourned. Ballots are retained in a secured location for at least 2 weeks following the election, then destroyed.
  • No later than the end of June, a press release will be prepared announcing the new Board members. An email announcing the results should also be sent to all clients and the Elections website updated with the results.
  • The term of the Board is October 1 to September 30. Newly elected Board members attend their first meeting in October.

General Election Timeline

Early February
  • Following the January Board meeting, mail the “Call for Nominations” memo to all stockholders announcing the Nominating Committee and opening up nominations, along with a copy of the updated Board Member Handbook
  • Also send the same communication electronically with link to the Elections site, to familiarize owners with the site and where the Handbook is posted
  • Post the updated Handbook on the Elections site and prepare the site for the 2014 election
3rd Wednesday in March
  • (Day before the regular Board meeting) Official close of nominations
First week in April
  • Nominating Committee reviews nominations received and chooses candidates for the ballot
  • Send congratulations / instructions email to all candidates; request content (picture, campaign message) for the elections website
First week in April
  • Send “nominations are closed” notice (via email) to all CUs and notification about electronic process to CUs where no consent is on file
  • Send consent form via eDOC
During April
  • One or two reminder emails to CUs who haven’t responded with electronic consent
3rd Thursday in April
  • Board meeting to officially set final ballot
May 1
First full week in May
  • Send Leadership Conference invitation packet (email/mail)
  • Send ballot and minutes via eDOC to e-voter list
  • Send paper minutes/ballot/memo to CUs who did not respond to e-voting consent form
Second Friday in June
  • Deadline for all proxy votes (electronic and paper) to be received
Third Wednesday in June
  • Official Election and Count
By June 30
  • Press release, announce new Board Members to clients

Appointing Directors to Fill Unexpired Terms

If a Board member resigns from the CU*Answers Board in the middle of a term, if the remaining term is longer than twelve (12) months, the following guidelines will apply:

  • The CU*Answers Board of Directors must officially accept the Board member's resignation and select the date for the final Board meeting to be attended by the resigning Board member. The acceptance and selected date should be noted in the Board meeting minutes. The 12-month period begins as of the final Board attended meeting.
  • The Board of Directors will decide when the election for the vacated seat will be held, either as part of the next normal election at the Annual Stockholders meeting, or choose a date for a special election. For example, if someone resigned in August, just two months after the annual meeting, the Board may decide not to wait another year to fill the vacant seat. If the person resigned in March and there was sufficient time for the nomination process, the Board may opt to add another seat to the June election.
  • The Nominating Committee will announce the Board member's resignation to all CU*Answers owners within ten (10) business days of the Board member's final Board meeting. This announcement will include the date of the election to fill the vacant seat and indicate that the Committee is open to receiving nominations from the ownership. The period for accepting nominations, to be specified in the announcement, will be not less than 30 nor more than 60 days.
  • From this point forward the nomination and election process will be handled the same as in a normal election (see previous section).

In the case where the remaining term is less than twelve (12) months, the Board of Directors may choose to directly appoint an interim director to fill the remainder of the term or leave the seat empty until the next regular election. If the decision is made to fill the seat with an interim Director:

  • The Chairperson will solicit from the Board members and CEO a list of potential candidates to fill the vacant seat.
  • The Board will review the list of potential candidates and prioritize the candidates according to the order in which they should be contacted. Each candidate is contacted in order until a candidate accepts the appointment. After a candidate accepts, the remaining candidates are not contacted.
  • The Board will announce the change in the composition of the Board, including adjustments to web pages and related documentation, within 30 days of the appointment being made.

Board Member Orientation

  • Board members elected at the June Annual Meeting to fill new terms will attend their first meeting beginning with the October Board meeting (the beginning of the new fiscal year).
  • Board members who are filling an unexpired term will be considered voting Board members immediately after the election/selection, and will attend the next regularly scheduled Board meeting (based on availability). The new Board member may elect to audit a Board meeting prior to their active participation.
  • New Board members will participate in a Board orientation presented by the CEO prior to their first meeting as a Director. In preparation, the CEO will send the following materials to the new Director:
  • The last 3 Board packets (booklet 1) and most recent Team Reports (booklet 2).
  • The previous and current year Business Plan and Budget and most recent Budget Revision
  • The current Employee Share policy The most recent Employee Resource Plan
  • Materials from the most recent Board Strategic Planning Session
  • It is preferred that the Board orientation be held in person at either the Board member's office or at CU*Answers, but should that not be possible, a phone conference is acceptable. After the orientation, the new Board member will be encouraged to contact other Board members in an effort to confirm any areas that are unclear.

Special considerations to be noted during the orientation:

  • Currently the Board of Directors chooses to address CEO performance through the contract negotiation process. This method is preferred by both the current CEO and current Board of Directors in lieu of any formal annual review procedure. (More information in the "Primary Duties of the Chairperson" section.)
  • Thoroughly review the Employee Share program and the history of the program since its inception. Key to this program are two tenets: 1) This program is reviewed annually by the Board and CEO and is adjusted for ongoing changes in the CUSO's operations and strategic plan. 2) While changes can be made, the program is part of the current CEO's contract and must remain in place until the current contract with the CEO expires.
  • As part of the current CEO's contract negotiations, the issue of whether or not the CEO was part of the Board was discussed. These negotiations came down to the way the Board would handle Board Executive Sessions (meetings in which only the Board members participate and non-Board members are excused). It was decided that there was no need for the current CEO to be on the Board as long as the Board agreed that all Executive Sessions would include the CEO. It is the expectation of the Board and CEO that this will be the case as long as the current CEO's contract is in place.
 

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