Board of Directors

Volunteering to serve on your Credit Union’s Board of Directors or Supervisory Committee can be an extremely rewarding experience where you can share your knowledge and expertise while representing your fellow Credit Union members in our community. Volunteers act as ambassadors for the Credit Union.

As a not-for-profit cooperative that wants to assist our members achieve their financial goals, members are considered “owners” of the Credit Union, and as such, elect other members to serve on the Board of Directors. These volunteers maintain a balanced focus on serving the needs of the membership while preserving the financial strength and long-term viability of the Credit Union and ensuring fiscal responsibility. Once elected, these volunteers have the opportunity to share their business experiences, leadership skills and management capabilities in a team environment. The nominating committee will review nominees who possess the skills and experience necessary for the volunteer position. The election or re-election of Directors is held at the Credit Union’s Annual Meeting each year.

All Board members are nominated and elected in accordance with policy and Bylaws approved by the State of Georgia Department of Banking and Finance.

By applying for the position of a Director on the Board of Directors, applicants are committing to dedicate the necessary time and resources to fulfill their obligations as a Director.

The Board of Directors are elected for three-year terms commencing from the date of election. Supervisory Committee members are appointed for two-year terms.

Members of the Board of Directors and Supervisory Committee are expected to adhere to the following attendance guidelines:

• Directors are required to attend regular scheduled monthly Board of Directors meetings, with not less than an 80% attendance rate per Director. Less than 80% attendance provides grounds for removal from the Board. Per the Policy Manual, a director may be removed due to lack of attendance and his/her candidacy for a subsequent term may be rejected. Supervisory Committee Members are required to attend regular scheduled Committee meetings, with not less than an 80% attendance rate per member.
• Participate in Committees of the Board of Directors, as appointed.
• Attend Board Work Sessions, Workshops and other Training opportunities.
• Attend the Credit Union Annual Meeting and other special events, as needed.
• Attend Strategic Planning Sessions, as scheduled.

Members of the Board of Directors are expected to adhere to the following obligations:

• Establish policy.
• Select, annually evaluate and support the President/CEO.
• Monitor finances and assure financial soundness.
• Develop, monitor and update long-range plans.
• Assure that products and services meet the needs of the members.
• Keep current with all regulations policies and trends in order to make sound critical decisions.
• Attend/complete annual training seminars.
• Upon completion of all training seminars provide a brief presentation to the Board in order to expand that training to the entire Board of Directors.
• Report immediately to the Chairman any conflicts of interest that would prohibit the applicant from fulfilling duties and responsibilities as a Director.
• Strictly abide by the Credit Union of Georgia’s Code of Ethics Policy.
• Respect and maintain confidentiality of information revealed to Directors.
• Acknowledge and respect the fact that individual Directors exercise no power over Management, employees or operations of the Credit Union of Georgia, except when the Board meets and decides issues as a Board.

Members of the Board of Directors and Supervisory Committee are expected to adhere to the following duties:

• Attend meetings.
• Be well informed of agenda items in advance of meetings by reviewing upcoming agenda items on CU Boardroom.
• Listen respectfully to other points of view.
• Participate in open exchange of ideas.
• Participate in decision making.
• Represent the Credit Union to the public and to members.
• Be educated on the needs of the members served by the Credit Union.
• Participate in training events to increase knowledge to better serve the membership.
• Successfully complete the CUNA online course within the initial six (6) months of service as a Director for the term elected, as well as refresher courses.

The Credit Union has adopted a code of conduct to ensure that all Board of Directors and Supervisory Committee members are held to appropriate ethical standards.

To be eligible for candidacy to the Board of Directors and Supervisory Committee, applicants are expected to meet the following requirements:

• Candidate must meet the minimum age requirement of 18 years as of the election date,
• Candidate must be a United States citizen,
• Candidate must be a member in good standing at the Credit Union of Georgia. Good standing is defined as:
  • $10 minimum balance.
  • No delinquent loans.

To fill a director’s seat at term expiration, the Nominating Committee will nominate one or more Board candidates who have submitted a completed and timely application for each expired term. The Board will vote to approve or
reject each candidate put forth by the Nominating Committee. If a mid‐term vacancy should occur the Board will elect a qualified member to fill the seat for the remainder of the unexpired term.

Nominations from the members shall not be allowed, except by petition, signed by not less than ten percent (10%) of the total membership. Such petition must be received in the office of the President/CEO of Credit Union of Georgia not later than November 15th of the year preceding the annual membership meeting. Verification of petitioners shall commence by management and if ten percent (10%) of the membership is verified, then that name [those names] shall be added to the list of nominees for consideration by the nominating committee

Immediately following the annual membership meeting (when required), the Chairperson of the Board shall be elected by the Board and shall serve a two‐year term or until his/her successor has been qualified and elected, or until their earlier death, resignation, retirement, or disqualification.

Any Director seeking to be elected Chairperson must provide written notice (e‐mail is acceptable) to the entire Board and the President/CEO not less than 30‐days preceding the annual membership meeting. This notice shall serve as nomination, requiring no second, and such name shall be included in the vote for Chairperson.

A simple majority is required to be elected Chairperson. If no one nominee is elected on the first vote, then subsequent rounds of voting shall commence until one Director receives the required majority affirmative votes. Voting shall be done by show of hand if only one candidate and by ballot (one ballot per Director) if there are multiple candidates and members of the Audit Committee shall count the ballot votes and announce the results. The results of each vote taken shall be recorded in the official minutes of the meeting.

The newly elected Chairperson shall then appoint from the remaining Directors a Vice‐Chairperson, Secretary and Treasurer with each of these officers to serve two‐year terms.

If an appointed officer becomes unable to perform his/her duties, then the Chairperson shall appoint a different Director to serve the unexpired appointed term.

If the elected Chairperson becomes unable to perform his/her duties or resigns, then the Vice‐Chairperson shall serve as Chairperson until the end of the Chairperson’s term or until the elected Chairperson is able to return to
service, whichever occurs first.

If the Vice‐Chairperson declines to accept the office of Chairperson, then the Board shall elect another Director from the Board to fill the unexpired term of Chairperson. This interim election shall be conducted as provided above, except the interim‐Chairperson shall not appoint new officers or committee members unless the Chairperson’s appointment creates a vacancy. The Chairperson may appoint or present candidates depending on the Chairperson’s previous role to fill their vacant seat, in accordance with this policy. The 30‐day notice shall not
apply, for the unexpired Chairperson term.

The President/Chief Executive Officer shall be elected by the Board and shall serve at the will of the Board or until his/her successor has been qualified and elected, or until their earlier death, resignation, retirement, or disqualification.

The Board, by resolution adopted by a majority of the entire Board, shall appoint an Audit Committee and may designate from among its members an executive committee and one or more other committees, each consisting ofthree (3) or more persons.

The Board has established the following committees:

• Audit Committee. Immediately following the annual membership meeting (when required), the Chairperson will put forth a slate of three (3) members (to include one director as Chairperson) to serve on the Audit Committee for a two (2) year term.
• Nominating Committee. Generally, prior to the opening of the Board Nomination Application window the Board Chairperson will appoint three (3) current directors (one as Chairperson) to serve on the Nominating
  Committee for a one (1) year term.

If a vacancy occurs on any committee the unexpired term shall be filled as described above (elected or appointed).

The Committees shall be accountable to the Board and members of such Committees may be removed, without cause, by the Board. (O.C.G.A. 7‐1‐655).

Education is imperative and highly recommended for the Board of Directors as the regulatory and operational environments become increasingly more complex. The Board of Directors and the Supervisory Committee are essential to the overall management of the ever-changing Credit Union environment. As Volunteer Leaders, Strategic Decision Makers and Compliance Officers, the Board and Supervisory Committee members must be informed and up to date with regulations, statutes, governance expectations, legal precedents, fiduciary obligations and institutional best practices to effectively address the risks and growth objectives of the Credit Union. Continuing education and networking with peers and vendors across the United States are necessary for the Board of Directors to bring new ideas and technologies back to the CU for the benefit of the membership and organization.

To meet these educational responsibilities, members of the Board of Directors and Supervisory Committee are encouraged to attend off-site training. Along with the Board and/or Supervisory Committee member, the Credit Union covers the expenses for a guest or spouse of an official for official travel, which is in compliance with NCUA Rules and Regulations. 12 C.F.R. §701.33(b)(2)(i). As with any business travel the Credit Union pays for travel related expenses within reason including mode of transportation, hotel (for the duration of the conference exclusively), meals, parking, taxis, etc. The Credit Union does not pay for entertainment during these conferences.

The Board of Directors and Supervisory Committee members are provided with the necessary tools to perform their duties. A cell phone along with an iPad are provided to officials as they are expected to be on call and available for Credit Union business year-round. The iPad is used to access Board Packages, Supervisory Committee Packages, policies, along with all other relevant information. Most Board Packages are in excess of 200 pages, with some being over 500 pages. The Credit Union is conscious of our environmental footprint and provide iPads in lieu of having to print materials. When a Board Member resigns or leaves the Board, they have the option of purchasing their technology hardware or returning it to the Credit Union. The cell phone and iPad are property of the Credit Union.