Northwest Community Credit Union Board of Directors
The duties and responsibilities of a board member
Members of our board of directors have the responsibility of governing the Credit
Union. Below is a description of the purpose, duties and functions of a board member
according to NWCU's Board Policy.
Purpose
To maintain the general direction and control of the Credit Union.
Function
To work through management in planning, organizing, directing, coordinating and
controlling the Credit Union. These functions may be delegated to the President
but the board is responsible for the end result.
Responsibilities
To establish the philosophy and the policies of the Credit Union, to advise, to
serve as trustees and to perpetuate the progress of the Credit Union.
Duties
- To establish policies in keeping with the philosophy of the Credit Union
- To perform in an advisory capacity for its members and the President; an
advisory function to members would be to inform members of changes in services; an
advisory function to management would be to inform the President of member
reaction to changes in services
- As a trustee of the Credit Union, the board must continually evaluate the
financial affairs and the management practices of the Credit Union--that function
must be achieved by reviewing and approving the following items:
Monthly Duties
- Financial Statement
- Investments
- Delinquency report and charged off accounts
- Member accounts
- Minutes of prior meeting
- Dividends
Annual Duties
- Budget
- Bond and insurance coverage
- Evaluate President's performance
- Set goals
- To perpetuate the Credit Union, the directors must provide for the continuity of
the Credit Union. They do this in part by selecting a capable President and they
must provide this person with adequate guidance and training. Also, directors
must continually review the services and activities of the Credit Union to ensure
continued vitality in its operations.
- To set and maintain its own performances, it will support those standards by
providing education and training for directors and supervisory committee members.
Qualifications
Directors must be members in good standing of the Credit Union for at least two
consecutive years; be at least 21 years of age; be willing to agree to a criminal
background check and a credit check; and be bondable. They should possess the
personal qualities that are needed to enable them to serve the Credit Union well.
They should be honest, unselfish and act for the good of the Credit Union's members.
They should be interested in the Credit Union and sufficiently generous to give their
own time and skills to the affairs of the Credit Union. They must have the
ability to understand financial institution concepts and must be able to think for
themselves.
Selection
At the Credit Union annual meeting each year, the vacancies on the board shall be filled
by election by the membership. Each director shall be elected for a term of
three (3) years. The board shall consist of nine (9) directors. Terms of office are
staggered in order to have experienced officials serving with the new officials.
Conflict of Interest
- Duty of Loyalty. Directors have a fiduciary
relationship with the Credit Union and to the members of the Credit Union.
A director must not place his or her personal interests before or in conflict with
the interests of the Credit Union.
- No Personal Gain. No director shall in any
manner, directly or indirectly, participate in the deliberation upon, or the
determination of, any question affecting his or her pecuniary interest or the
pecuniary interest of any corporation, partnership or association (other than the
Credit Union) in which the director is directly or indirectly interested. In order
to prevent circumstances where a director or former director may realize personal
gain in a management or employment position with the Credit Union, no director may be
employed by the Credit Union and no Credit Union employee may serve as a director of
the Credit Union until the official or the employee shall have vacated the office or
employment for at least two (2) years unless otherwise prohibited by law.
- No Management Interlocks. A Credit Union
director may not serve at the same time as a management official of any other
depository institution not affiliated with the Credit Union, except as permitted
under the Depository Institution Management Interlocks at (12 U.S.C. & 3201)
and NCUA Rules and Regulations Part 711.
- Prohibition on Employment of Family Members. In
order to avoid conflicts of interest or the appearance of a conflict of interest
the Credit Union prohibits the employment of family members of Credit Union officials
or employees as permitted under Oregon law. The Credit Union may not employ an
individual or may discharge an employee, if the employment or continued employment
would (i) place the individual in a position of exercising supervisory, appointment
or grievance adjustment authority over a member of the individual's family or in a
position of being subject to such authority which a member of the individual's
authority exercises, or (ii) cause the Credit Union to disregard a bona fide
occupational requirement reasonably necessary to the normal operation of the Credit
Union. In order to avoid the discharge of an existing Credit Union employee under
this policy, the Credit Union may disqualify any individual from serving as a director.
The term "Member of an individual's family" means the wife, husband,
son, daughter, mother father, brother, brother-in-law, sister, sister-in-law,
son-in-law, daughter-in-law, mother-in-law, father-in-law, aunt, uncle,
niece, nephew, step parent or stepchild of the individual.
Vacancies
Vacancies occurring during the year shall be filled by the action of the Board of
Directors according to the bylaws.
Removal from the Board
While all credit unions hope that they will never have to remove a director from office,
and in fact this is uncommon, it is sometimes necessary. A director may be removed
from office in one of three ways:
- A vote of the majority of the Credit Union members present at a special meeting
called for that purpose may cause a director's removal but only after he has
an opportunity to speak in his defense.
- If a director fails to attend regular meetings of the board for three consecutive
months or otherwise fails to perform his or her duties, that office may be declared
vacant by the board and a new board member appointed to fill that position.
- By unanimous vote, the Supervisory Committee may suspend any Executive Officer of
the Credit Union or member of the Board of Directors. If this is done the
Supervisory Committee must call a general membership meeting to vote on the suspension.
This meeting must be held within 21 days of the suspension.
General
The Board of Directors shall meet at least monthly. At the first meeting of the
board, after the annual election, the members of the board shall elect a Chairman,
First Vice-Chairman, Second Vice-Chairman, Treasurer and Secretary to serve until the
first board meeting following the next annual meeting of the members and until the
election and qualification of their respective successors.