BOARD CANDIDATE INFORMATION KIT AND NOMINATION FORM Election

Transcription

1 BOARD CANDIDATE INFORMATION KIT AND NOMINATION FORM 2013 Election Tusket Branch: Wedgeport Branch: West Pubnico Branch: Yarmouth Branch:

2 BOARD CANDIDATE INFORMATION KIT Dear Prospective Board Candidate: Thank you for your interest in becoming a director of Coastal Financial Credit Union. The Board elections will take place at our Annual General Meeting (AGM) on April 18th, 2013 at the Legion Hall in West Pubnico at 7:00 pm. Voting takes place both at the Annual General Meeting and at our branch locations during a specified period of time prior to this meeting. This kit contains the Official Nomination Form, provides information about the nomination process, board candidate eligibility and qualification criteria, and general information about Coastal Financial Credit Union. More information on Coastal Financial Credit Union is available at To assist those who are interested in considering candidacy, the Board appoints a Nominations Committee each year. The Committee s role is to ensure the members are fully informed of the elections, to recruit qualified candidates and to bring forward a sufficient number of candidates to ensure that an election takes place. If you have any questions about the enclosed information, you may contact me by leaving a message at the Administration Office of Coastal Financial Credit Union at I will get back to you as soon as possible. Yours truly, Patrick Dempsey Chair, Nominations Committee 2013 Nominations Committee Pat Dempsey Irvin Surette Yvon Boudreau Norbert Comeau

3 IMPORTANT INFORMATION FOR BOARD CANDIDATES IN THE 2013 ELECTION Election Calendar Candidates should ensure they are available: April 18, 2013 Deadline to submit the Official Nomination Form and other required material Date March 7th, 2013 Nominations Committee approves nominees March 11th - 12th, 2013 Candidates have their photograph taken March 13th 14th, 2013 The List of Candidates is posted on Coastal Financial Credit Union s website, and in the branches. (this includes each candidate s photograph and printed biography ) March 18th, 2013 In branch voting begins March 20th, 2013 In branch voting ends April 17th, 2013 Annual General Meeting April 18th, 2013

4 Positions Available This year, members will be electing candidates to fill FOUR - three year terms and ONE - one year term. Board Structure and Process The Board currently has six standing committees: Executive, Personnel, Policy, Credit, Audit, and a Nominating Committee. Time Commitment Below is an estimate of the amount of time necessary to fulfill your role as a Director. Each director is expected to prepare for and attend Board meetings and to sit on at least two of the Board Committees. Board members are also expected to attend annual Strategic Planning Sessions as well as participate in required and ongoing education (IE: The Credit Union Director Achievement Program (CUDA), as well as various government required courses.) Board meeting Read Board package Item Minimum Estimated Time (not including travel) Board meetings can last between 2 and 4 hours per meeting. They take place in the evening. There are 6 regular board meetings per year as well and there can be up to 3 special board meetings per year. The meetings are held in the Admin Office Boardroom in Yarmouth. 2-4 hours per meeting Committee meetings Read Committee package Board planning sessions Electronic meetings Training and development Committee meetings can be held in the day or evenings and they can last between 1 and 3 hours approx. 2-4 hours per meeting Fall/Winter: 1 weekend per year, often starting Friday evening and all day Saturday. E-meetings: Number varies, 1 to 3 per year Monitoring of s is required twice a week at a minimum and preferably more frequently. Directors are required by legislative law to attend education/training sessions. This may involve several full weekends, to be completed within the first three years of services. All director training expenses are compensated by the credit union. Remuneration Directors receive various levels of remuneration depending on the situation (IE: $75 for an evening or board meeting, $100 for a half day meeting (4hrs), and $200 for a full day.) These payments are taxable as personal income.

5 DIRECTOR QUALIFICATIONS 1. Eligibility of a Director In order to be eligible to serve as a Director of Coastal Financial Credit Union, the individual must be a Canadian citizen, nineteen years of age and be a member of the credit union. As set out in the Credit Union Act and the by-laws of the credit union, the following persons are not eligible; a) an un-discharged bankrupt, b) a current employee of the credit union, or anyone who, in the past two years, has been an employee of the credit union, Credit Union Central or the Credit Union Deposit Insurance Corporation, c) an auditor, or a partner of the auditor s firm, of the credit union, d) a solicitor, or a partner of the solicitor s firm, of the credit union, e) a civil servant whose official duties are concerned with the credit union, f) a person who has a loan with the credit union that is more than three months in arrears or g) a person who is in breach of any policy of the credit union. In addition to above eligibility criteria, the following conditions shall apply: a) must be eligible for bonding, b) must not have loans in arrears with other credit unions or other financial organizations, and must not have loans with the credit union that are irregular in nature, c) must not be involved in any legal action or dispute with the credit union, d) must not have been involved in an ownership capacity with any group or organization that caused losses to the credit union through write-offs, collection costs, legal costs, etc. e) must not be a board member of any other financial institution except as a representative of the credit union, f) must be able to attend regular Board meetings as per the credit union by-laws and Board policy, g) must be prepared to conduct a significant portion of their business with the credit union in order to demonstrate confidence in the credit union, h) must be able and willing to attend training sessions, i) must be willing to accept, understand and defend policies established by the Board of Directors, and j) must be prepared to promote the credit union and the credit union movement at each opportunity by action and example. 2. Tenure Members of the Board of Directors shall be elected for terms of three years. A Director is eligible for re-election.

6 3. Resignations, Removals and Suspensions of a Director a) A resignation of a Director becomes effective at the time a written resignation is received by the credit union or at a time specified in the resignation, whichever is later. b) A Director may be removed from the Board if he/she did not disclose information as outlined by credit union policy and the Credit Union Act prior to coming on the Board or is in contravention of any of the other conditions outlined in the policy section Qualifications of Directors. c) The Board of Directors may, by a vote of not less than seventy-five percent, suspend another Director if, in their opinion, a breach of policy by the suspended Director does not justify immediate removal. The suspension may be lifted if the voting Directors elect, by a similar majority, that the breach has been resolved. d) A Director may be removed from office by ordinary resolution at a special general meeting of the membership called for that purpose. e) A Director and/or Directors may be suspended by the Superintendent if the business of the credit union is not being carried on in accordance to the Act, the Regulations or the By-laws of the credit union or if the member equity requires protection.

7 DUTIES OF A DIRECTOR Board Accountability The following describes the accountability areas for the Board: 1. Membership - the Board has and must adhere to the fiduciary duties and duties of care established by legislation and common law. To fulfill these fiduciary duties, Directors must act with loyalty and good faith for the benefit of the credit union. 2. Board Functioning - The Directors organize the Board which includes electing officers, establishing committees, recruiting qualified candidates to fill Board vacancies, evaluating Board performance, maintaining Board discipline, orienting new Directors and setting training and development plans. 3. Personnel - the Board carries out certain human resource functions, which include selecting and appointing a general manager with the skills necessary to manage the operations of the credit union, establishing objectives, evaluating performance, supporting personal development and establishing Management compensation. 4. Community - the Board has a responsibility to the community which includes establishing corporate standards that are compatible with the values and social beliefs of the people in the market area. 5. Financial Resources - the Board is responsible for the financial resources of the credit union, which includes establishing adequate financial policies and regularly monitoring financial results and operations for soundness and stability by analyzing critical areas, such as equity, liquidity, profitability, growth, asset and liability matching, risk exposure and operating expenses. The Board should review and update policies at least annually to ensure they are current with CUDIC s Standards of Sound Business and Financial Practice requirements. 6. Operations The Board is responsible for the sound management of the credit union. To accomplish this, the Board must ensure the credit union has adequate and effective internal controls. Inspection and audit functions should be in place to assess the adherence to policy and procedures. The Board is also responsible for reviewing and ensuring the implementation of recommendations from regulators and auditors. 7. Planning - the Board must set the direction of the credit union through a planning process. This involves forming the vision, mission, objectives and policies, and approving related business plans and budgets. 8. Credit Union System - the Board maintains co-operative relationships in order to represent the credit union in the development of the credit union and the wider co-operative system. 9. Legislation - the Board has a legislative responsibility to developing policy to ensure that the credit union is complying with all applicable laws and by-laws governing credit unions, and making representation for change in these laws as required.

8 DUTIES OF A DIRECTOR Powers and Duties of the Board This list of specific powers and duties of the Board is based on the requirements of the Act, CUDIC s Standards of Sound Business and Financial Practices, and common law duties. Subject to the Act and the credit union s charter by-laws, the Board must direct the management of the business and affairs of the credit union and exercise the powers of the credit union directly or indirectly through the employees and agents of the credit union, including without limitation: 1. Approving all applications for membership or associate status and authorize termination of membership. The Board may delegate to Management the authority to approve applications for membership or associate status, but those applications must be ratified by the Board no later than its next scheduled meeting. 2. Establishing the manner in which interest rates on loans and deposits are determined. 3. Declaring such dividends and patronage refunds as the members may authorize at an annual meeting. 4. Appointing an audit committee and any other committees as necessary, and delegating appropriate levels of authority to these committees. 5. Approving a loan policy for the credit union. 6. Approving an investment policy and authorize investments on behalf of the credit union. 7. Approving all other policies deemed necessary for the effective operation of the credit union. 8. Ensure effective internal control processes are in place for the credit union 9. Oversee the risk management program of the credit union 10. Ensuring the credit union maintains adequate insurance and bond coverage. 11. Authorizing the write-off of uncollectible loans. 12. Appointing signing authorities for the credit union according to the credit union s by-laws or by resolution of the Directors. 13. Electing or appointing officers of the credit union. 14. Hiring, monitoring performance of, and determining compensation for the General Manager. 15. Appointing delegates and alternate delegates as required by Central s by-laws and the policies of the credit union. 16. Performing other such other duties as may be required by the Act and the credit union s by-laws, and ensuring the effective and efficient management of the credit union.

9 BACKGROUND ON CREDIT UNIONS A credit union is a co-operative enterprise that serves and is controlled by its members. The members have equal rights to vote (one member, one vote) and participate in decisions affecting the credit union without regard to the amount of savings, deposits or the volume of business. Credit unions are non-discriminatory in relation to race, nationality, sex, sexual orientation, religion or politics. This democratic structure ensures that the business is run for the benefit of the members and not for the profit of outside investors. As a full-service financial institution, Coastal Financial Credit Union has over 9300 members and approximately 117 million in assets. Coastal Financial Credit Union s Mission Statement is: Coastal Financial Credit Union is your financial co-operative that promotes and enhances the economic and social well being of the communities it serves, while pro-actively providing quality products and services in a personal and professional manner. And our Vision Statement is: We are the leader in promoting the creation of a co-operative culture in southwest Nova Scotia. About the Board of Directors Directors are members of the Credit Union System who have been democratically chosen by their fellow members to carry out a special job to oversee the operation of the credit union. A definition of the Board of Directors might be expressed as a group of people, elected by the credit union membership to administer the affairs of their organization over a period of time; i.e. between annual meetings. The word group requires some emphasis as the success or failure of any Board depends to a large extent on how well it operates as a team. Directors have authority only as a group and not as individuals. A Director, as part of this group, is responsible for reinforcing co-operation through his/her actions and attitudes and must remember that personal feelings and ideas will be accepted, rejected or modified by group decision. It is the success of this group action which determines how well the credit union will serve its members now and in the future. The dedication of the Directors to their job is the most important factor there is in the credit union reaching three important goals: 1. Providing the best possible service to members 2. Serving as many of its potential members as possible 3. Supporting the communities in which it operates

10 INTEGRITY The board of directors, as the internal governing body, must exhibit high ethical standards in all personal and professional interactions. In order to ensure that the ethical standards are met, the credit union provides a standardized code of conduct clearly explaining proper and improper behavior. This written code of conduct provides strict boundaries for directors and employees, thereby preventing possible violations due to a lack of clarity. Credit unions must take all necessary measures to avoid conflicts of interest. In particular the board of directors should not use their position on the board to benefit personally. To accomplish this ethical consideration, board members must excuse themselves from discussions and voting on matters in which they or their relations have economic interest. Furthermore, immediate family members of those who close relationships to any of the board of directors or staff should not serve on the board or in management concurrently. A familial or close preexisting bond provides numerous opportunities for wrongdoing, such as collusion on votes and opens the credit union to charges of nepotism. No matter how qualified or impartial the directors may be, the reputation of the credit union cannot be risked. ~ From the World Council of Credit Unions Credit Union Governance