General Policy - Director Handbook

Inside the Director Handbook:

CU*Answers' Mission

CU*Answers’ sole purpose is to enhance the service capabilities of its owners and clients through providing quality service and leadership in their data management and member service solutions.

Primary Function of the Board of Directors

The primary function of the CU*Answers Board of Directors is to ratify policy, plan CU*Answers’ course, ensure that CU*Answers maintains its sound financial condition, keep communication open to educate credit unions about CU*Answers initiatives, review the progress of the Chief Executive Officer (CEO) in achieving goals and objectives, and report to owners at the Annual Stockholders Meeting.

Another critical function is making decisions related to the distribution of returns to owners. See Distributing Returns to Owners for a detailed discussion of this responsibility.

Board Composition

The Board of Directors in this CUSO shall consist of seven (7) members who are actively employed as the CEO (paid professionals) leading credit unions, which have ownership stock in the CUSO. To qualify to be on the Board of Directors, the CEO’s credit union must have been under a CU*BASE processing contract for at least one full year prior to his/her election to the Board.

Standing Board members who become ineligible for Board membership according to the above guidelines must submit a notification of their change in status to the Chair of the Board within ten (10) business days of the change in status. In the case where a standing Board member moves from one qualified credit union to another qualified credit union, the Board member continues to qualify as a standing Director. Any interruption in the qualified status that extends beyond the ten (10) day notification period shall constitute a resignation from the CU*Answers Board of Directors.

At least two (2) of the positions shall be up for election each year at the Annual Stockholders Meeting. The normal term of a Board Member shall be three (3) years, starting October 1 and ending September 30. Directors are elected according to the procedures outlined in the “CU*Answers Board of Directors Nomination and Election Procedures” policy document.

The table officers shall be Chair, Vice Chair, and Secretary/Treasurer. Officers are elected at a reorganization meeting to be held at the first Board meeting of each fiscal year (October). Because of the Chair’s responsibility to cast tie-breaking votes, make key announcements, and other special duties, the Chair and Vice Chair should not be serving the same concurrent term. This allows the Vice Chair to stand in for the Chair in situations where the Chair is the focal point of any action.

If a Board member resigns, the position will be filled according to the guidelines set forth in the “CU*Answers Board of Directors Nomination and Election Procedures” policy document.

Board Member Liability Insurance

CU*Answers maintains direct Officer & Director Liability insurance coverage on each Director with a limit of $2,000,000 per incident. Directors are indemnified by CU*Answers according to the rules set forth in the CU*Answers Bylaws.