Duties And Responsibilities Of Board Members
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1 Duties And Responsibilities Of Board Members Harry Black CU Speaker/Consultant Director/Treasurer Mississippi Telco CU CU Conferences 8711 Watson Road, Suite 200 St. Louis, MO Toll Free
2 NOTES
3 A corporation, whether for profit or not, is required to have a board of directors A corporation can own bank accounts, enter into contracts, and own property like a person. However, the corporation, for profit or nonprofit, is legally accountable to its owners
4 A board of directors legally represents the business. The board has the responsibility of establishing, guiding, and assessing the overall direction of the business. The board sets the strategic direction by establishing policies and goals to guide the CEO and other upper management. The board of directors hires the CEO. The CEO reports directly to the board. The board defines the duties of the CEO. The board evaluates the performance of the CEO (at a minimum, annually). The board formulates the rules of governance for the business. The board establishes procedures for oversight of its policies and procedures.
5 Corporate stakeholders or credit union members hold the board and its members accountable for running the business and scheduled financial reporting. A member of the supervisory committee can serve on the credit committee.
6 Fiduciary - a person to whom property or power is entrusted for the benefit of another. Due Diligence - use of reasonable but not necessarily exhaustive efforts called also reasonable diligence. Members of a board have certain legally required (fiduciary) duties, such as a duty of care, a duty of loyalty, and the exercise of due diligence in governing the organization. The duty of care typically requires that directors exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. The duty of loyalty prohibits self-dealing by directors. Their position of trust may not be used to further their own interests.
7 Generally, absent a breach of these fiduciary duties, courts will not disturb a decision of a board of directors and directors will be protected from liability for these decisions. The business judgment rule is a presumption that in making a business decision, a board is protected if it acts in good faith and on an informed basis. Get outside assistance and advice if necessary. When a credit union goes bankrupt? When there is a robbery in the credit union? When a staff member embezzles? When a member falls and breaks a leg in the lobby?
8 Directors are not liable for honest errors of judgment. Directors known to have possessed knowledge, which should have reasonably indicated the presence of troubling circumstances or "red flags", may be found to have been acting in bad faith by accepting certain information as representing actuality.
9 The Articles of Incorporation (charters, constitutions, articles of association, etc.) are the papers that a business files with the appropriate state agency (generally Secretary of State) A business or board of directors gets its name, the business purpose or mission, its place of business, etc., from such documents Bylaws specify the Board s internal rules of operation, such as the size of the board, the terms of board membership, what officers exist, how they are selected and for how long, how meetings are conducted, etc. A credit union board member has $100,000 in regular shares and sits on the Asset Liability Management committee. She consistently votes to raise dividend rates. Is that a conflict of interest?
10 1. The board of directors is responsible for the general direction and control of a federal credit union. The board may delegate operational functions to management, but not the responsibility for the credit union s direction. 2. A director must carry out his or her duties in good faith, in a manner reasonably believed to be in the best interests of the membership, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 3. A director must administer the affairs of the credit union fairly and impartially and without discrimination in favor of or against any particular member. 4. A director must have at least a working familiarity with basic finance and accounting practices, including the ability to read and understand the credit union s balance sheet and income statement and the ability to ask, as appropriate, substantive questions of management and auditors.
11 5. A director must direct the operations of the federal credit union in conformity with the Federal Credit Union Act, NCUA s Rules and Regulations, other applicable laws, and sound business practices. 6. A director may rely on information prepared or presented by employees or consultants the director reasonably believes to be reliable and competent and who merit confidence in the particular functions performed.
12 At a minimum, a director should be able to examine the credit union s balance sheet, income statement and be able to answer the following questions: What does this line item mean? Why is it important to the credit union? Is the value of the line item changing over time? If so, what does that change (either positive or negative) mean? Is the change important to the credit union? A credit union s primary purpose is not to seek the biggest possible profit or return on assets (ROA); nor is it appropriate to seek asset growth just for the sake of growth. The primary purpose of a credit union is to provide quality, low- cost financial services that the members need.
13 Determine the organization s mission and purpose. Create a mission statement. Periodically review it for accuracy and validity. Each board member should know it, understand it, and support it (duty of loyalty). Select the CEO, support, review, and dismiss if necessary. Ensure effective organizational planning (strategic planning). Ensure adequate resources and working capital to fulfill its mission. Manage those resources effectively, legally, and within industry standards and requirements. Determine, monitor, and strengthen the organization s programs and services to fulfill its mission. Enhance the organization s public image through marketing, branding, and community activities.
14 Recruit and orient new board members. Train new and existing board members. Assess officers and individual board member s performance. Assess overall board performance. Strategic planning for now and the future. Ensure ethical integrity and maintain accountability to stockholders and members. Apply stringent standards for new board members. Look for a variety of skills, experience, and diversity. Have backgrounds that complement each other for a balanced board. Are sensitive and tolerant of other views and opinions. Willing to learn and understand the organization. Willing to attend and prepare for board meetings.
15 Establish a year-round recruitment committee. Link recruitment to your strategic plan Profile the current board. Focus on recruitment priorities after profile. Develop a written board of directors job description. Should credit unions want board members to come from the supervisory committee?
16 Attend board meetings. Be prepared and participate. Stay informed about board issues. Stay informed about the organization s mission. Serve actively on committees as requested. Be aware of your legal and fiduciary duties to the organization. Vote your conscience. Board members have no individual authority separate from the board.
17 UNDER AGE % AGE 45 TO % OVER AGE % AFRICAN AMERICAN 13.4% HISPANIC 21.7% FEMALES 50.8 % To change a stagnant board or a burned out director. To change the culture. Changing a board may take years. Encouraging dead wood to leave. Adding youth to a stagnant board may not change things if others will not accept new ideas.
18 Sometimes the older members are the best. They have the history of the organization. Emeritus positions may be an answer. Use attendance as a criteria for continued board membership. Attendance requirements can be written into the bylaws. Use a yearly evaluation process that is meaningful. Increase the size of the board for change and specific expertise permanently or temporarily. Term limits can result in the loss of high level expertise. Create a mentor program for new board members. Create a probationary period for new board members. Good format is to ask every committee chairman to give a report. A COMPLETE FINANCIAL REVIEW SHOULD BE DONE AT EVERY MEETING. Leave enough time for voting on issues. Executive Sessions for private matters such CEO evaluation, CEO compensation, etc.
19 Boards routinely use lawyers and accountants to help comply with regulatory requirements. Boards need assurance that they are discharging their fiduciary responsibility. Boards are often so concerned with compliance that they don t pay adequate attention to the future of the organization. Financial literacy Seminars and conferences like this one It is money well spent to train your directors and senior management. Use in house training. Bringing in an expert for a day is much cheaper. Reward for hard work by volunteers.
20 (3) At the time of election or appointment, or within a reasonable time thereafter, not to exceed six months, have at least a working familiarity with basic finance and accounting practices, including the ability to read and understand the Federal credit union's balance sheet and income statement and to ask, as appropriate, substantive questions of management and the internal and external auditors; NCUA REQUIREMENTS! PERSONAL RESPONSIBILITY BENEFIT THE MEMBERS UNDERSTANDING OF CREDIT UNION ISSUES RAISES EDUCATION AND PROFESSIONALISM OF YOUR BOARD HARRY BLACK
21 DO YOU THINK THE NCUA REQUIREMENTS ARE RELATED TO THE FINANCIAL CRISIS OF 2008? HARRY BLACK Allows assignment of board members to their area of experience. Saves time for general board meetings. Allows special problems to be handled privately (performance reviews, terminations, investigations of malfeasance). Assignments can be alternated for backup and diversity.
22 A board member has a history of harassing auditors, making crude comments in meetings and attacking other board members verbally. What action should be taken?
23 ONLY THE SUPERVISORS COMMITTEE CAN REMOVE A BOARD MEMBER FROM THE BOARD OF DIRECTORS. NCUA regulation section provides that credit unions may compensate no more than 2 board officers of a federal credit union.
24 A credit union board member has a fender bender in her own car, so she contacts the collections manager and borrows a repossessed vehicle to test it out to see if she wants to buy it. After two weeks, she returns it and decides not to buy. Is that a conflict of interest? A friend of a credit union board member applies for a loan and is told that their credit score is just 5 points below the requirement. He calls the board member and asks him to put in a good word for him when he writes the board to ask for a variance in loan policy. Is that a conflict of interest?
25 When individuals have commitments taking precedence over credit union activities, consideration should be given to asking that individual to resign in favor of others having schedules more compatible with the board or committee meeting schedules. A member wants to make an unsecured loan of $25,000 at a rate of 8% from a credit union that has assets of $1,000,000. This is permitted under credit union rules.
26 NOT FOR PROFIT, NOT FOR CHARITY, BUT FOR SERVICE.
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