Credit Union Directors and Compensation

Transcription

1 Credit Union Directors and Compensation Alabama: May not be compensated ( ). The credit union act also allows for compensation, see , but directors are only paid for days in session which is not to exceed $100 (in any one month) per member plus travel. Can receive insurance and reimbursement Election of officers; duties of officers and directors generally; compensation of directors, etc. (a) At the first meeting and at subsequent times prescribed in the bylaws, the directors shall elect a president. The president must be either a member of the board of directors or an employee of the credit union who is not a member of the board of directors. If the credit union elects a president who is not a member of the board of directors, the board of directors shall elect from their own number a chairman and one or more vice-chairmen of the board of directors. The board of directors shall have the power, in accordance with the bylaws, to remove any officer who is not a member of the board of directors. At the first meeting and at subsequent annual meetings prescribed in the bylaws, the directors shall elect from their own number, a secretary and treasurer, who may be the same individual. (b) The duties of the officers shall be as determined in the bylaws. It shall be the duty of the directors to have general management of the affairs of the credit union, particularly: (1) To act on application for membership. (2) To determine interest rates on loans and on deposits; provided that such loans shall be at reasonable rates of interest which shall not exceed one percent per month on unpaid balances. (3) To fix the amount of the surety bond which shall be required of all officers and employees handling money. (4) To declare dividends, and to transmit to the members recommended amendments to the bylaws. (5) To fill vacancies in the board and in the credit committee until successors are chosen and qualify. (6) To determine the maximum individual share holdings and the maximum individual loan which can be made with and without security. (7) To have charge of investments other than loans to members. (8) To establish the par value of the share. (9) In the absence of a credit committee, and upon the written request of a member, review a loan application denied by a loan officer. (c) No member of the board or either committee shall, notwithstanding the foregoing, for their services to the credit union, providing reasonable life, accident, and similar insurance protection shall not be considered compensation. Directors, officers, and committee members may be reimbursed for necessary expenses incidental to the performance of the official business of the credit union Compensation and expenses of board members. No person appointed as member of said credit union board shall receive any compensation for his services; except, that each appointed member of said credit union board shall receive $25.00 per day for 1

2 each day said credit union board is in session, but in no event to exceed $ for each member of said board during any one month, plus travel expenses payable pursuant to article 2 of chapter 7 of Title 36. The compensation going to the seven appointed members of the credit union board shall be paid as earned by the treasurer on warrants drawn by the comptroller, in favor of each of them, which warrants are to be drawn on the certificate of the administrator of credit unions, which certificate shall certify that a meeting of said board was held, stating the time of meeting and stating the amount to which each member of the board is entitled. Alaska: May not be compensated. Reasonable health and other similar insurance protections are not considered compensation. Sec Compensation. A member of the board of directors or of the credit or supervisory committees may not be compensated for service on the board of directors or credit or supervisory committees. Reasonable health, accident, and similar insurance protection is not compensation under this section and may be provided under regulations adopted by the commissioner Arizona: May not be compensated. Reasonable health and other similar insurance protections are not considered compensation. Reimbursement for necessary personal expenses while on official business for the credit union is not considered compensation Compensation of officials An officer, director or committee member, other than an employee, may not be compensated for services, except that reasonable life, health, accident and similar insurance protection is not considered compensation. Directors, officers and committee members may be reimbursed for necessary personal expenses incidental to the performance of official business of the credit union. Arkansas: Treasurer only. Reimbursement for actual expenses incurred while carrying out duties is not considered compensation Compensation of officers, directors, committee members, and employees. (a) No officer, director, or committee member of the credit union, other than the treasurer who the board of directors of the credit union has specifically appointed or contracted to actively work in the credit union, may be compensated, directly or indirectly, for his services as such. This shall not be construed to prevent reimbursement of directors and committee members for actual expenses they may incur in carrying out the duties of their office. (b) The compensation to be paid to the treasurer and to the employees who are authorized by the board shall be established by the board at their monthly meetings or in the annual budget allocations. California: May not be compensated but may be provided with reasonable health or similar insurance. Non-monetary compensation allowed if approved by the commissioner. Reimbursement for actual expenses incurred while carrying out duties is allowed. 2

3 (a) No member of the board of directors, supervisory committee, or credit committee shall receive any compensation for his or her services as a member of the board of directors, supervisory committee, or credit committee, but he or she may be provided with reasonable health, accident, and similar insurance. Nothing in this subdivision shall prohibit a member of the board of directors, supervisory committee, or credit committee from receiving nonmonetary compensation that is incidental to the person's service as a member of the board of directors, supervisory committee, or credit committee, if and as approved by regulation or order of the commissioner. (b) Notwithstanding subdivision (a), a director or committee member may be reimbursed for actual expenses incurred in the performance of his or her duties if reimbursement is made pursuant to the requirements of the commissioner's regulations controlling expense reimbursement by the credit union. Reimbursement for actual expenses may include, among other things, travel expenses incurred on or relating to credit union business, and any other matters, categories, or items of expense that the commissioner may establish by regulation. (c) Nothing in this section shall prevent any person from receiving compensation for actual services as a general manager, credit manager, loan officer, or other position as an employee of the credit union. Colorado: Treasurer only. Reasonable health, other similar insurance, and the reimbursement of reasonable expenses are not considered compensation Directors and officers - compensation. At its first meeting after the annual election, the board of directors shall elect from its own number an executive officer, who may be designated as chair of the board or president; a vice-chair of the board or one or more vice-presidents; a treasurer; and a secretary. The offices of secretary and treasurer may be combined into one office known as secretary-treasurer. The persons so elected shall be the executive officers of the corporation. The board of directors shall be responsible for the general management of the affairs of the credit union, and more specifically to: (i) Provide for compensation of necessary clerical and auditing assistance requested by the supervisory committee and of loan officers appointed by the credit committee, and to establish any salary which shall be paid to the treasurer or general manager. (2) The duties of the officers shall be as determined in the bylaws; except that the treasurer shall be the general manager if none has been employed pursuant to paragraph (e) of subsection (1) of this section. (3) The treasurer may be compensated for his service as treasurer. No other member of the board of directors or of any committee shall, as such, be compensated; except that reasonable health, accident, or similar insurance protection, and the reimbursement of reasonable expenses incurred in the execution of the duties of the position, shall not be considered compensation. Connecticut: May not be compensated except for out-of-pocket expenses incurred while fulfilling duties. Sec. 36a-448a. Governing board powers. 3

4 (f) No director of a Connecticut credit union may receive compensation for services as a member of the governing board and no member of a board-appointed committee of such Connecticut credit union shall receive compensation for services as a member of such committee, except a member of the supervisory committee may be compensated for the time actually spent performing audits and verifications. (h) (1) The governing board of a Connecticut credit union may fix the compensation of the employees of such credit union. (2) The directors, board-appointed committee members and members of senior management of a Connecticut credit union may be reimbursed for reasonable and necessary out-ofpocket expenses actually incurred and paid in the performance of their official duties. Florida: May not be compensated Activities of directors, officers, committee members, employees, and agents. (2) An elected officer or director or any committee member, other than the chief executive officer, may not be compensated for her or his service as such. Georgia: Silent Hawaii: May not be compensated. Reasonable health and other similar insurance is not considered compensation. Reimbursement of reasonable expenses incurred while carrying out duties is not considered compensation. 412: No compensation of directors or committee members. No member of the board, no officer of the board other than the treasurer, and no member of any committee, other than an employee, shall be compensated for services; provided that reasonable life, health, accident, similar insurance protection, and the reimbursement of reasonable expenses incurred in the execution of the duties of the position shall not be considered compensation. Idaho: Part-time treasurer may receive salary for services. Group hospital, health, and accident insurance is not considered compensation. Reimbursement for expenses incurred while carrying out duties is allowed Compensation -- Credit union manager, employment. No officer, director, or committee member may be compensated, directly or indirectly, for his services as such; provided, however, an elected member of the board of directors may serve as a part-time treasurer and receive a salary for his services. This shall not be construed to prevent reimbursement of directors and committee members for actual expenses they may incur in carrying out the duties of their office. The board may authorize the employment of a credit union manager and other employees as needed to conduct the business of the credit union. The board shall establish the compensation to be paid to the manager and any other employees of the credit union which shall be charged as an expense of the credit union. In the event the board of directors authorizes the employment of a manager of the credit union, the manager may not be a member of the board of directors. The credit union may provide group hospitalization and group health and accident insurance for the directors, officers and committee members which will not be considered compensation. 4

5 Illinois: May not be compensated. Reasonable health and other similar insurance is not considered compensation. Reimbursement for reasonable and necessary expenses while carrying out duties is allowed. (205 ILCS 305/23) (from Ch. 17, par. 4424) Sec. 23. Compensation of officials. (1) No director or committee member may receive compensation for his service as such. "Compensation" as used in this subsection (1) refers to remuneration expense to the credit union for services provided by a director or committee member in his or her capacity as director or committee member. "Compensation" as used in this subsection (1) does not include the expense of providing reasonable life, health, accident, and similar insurance protection benefits for a director or committee member. (2) Directors, committee members and employees, while on official business of the credit union, may be reimbursed for reasonable and necessary expenses. Alternatively, the credit union may make direct payment to a third party for such business expenses. Reasonable and necessary expenses may include the payment of travel costs for the foregoing officials and one guest per official. All payment of costs shall be made in accordance with written policies and procedures established by the Board of Directors. (3) The Board of Directors may establish compensation for officers of the credit union. (Source: P.A , eff ; , eff ) Indiana: May be compensated, it is the duty of the directors to set compensation. IC Board of directors; board officers; credit union officers; board meetings; executive committee; directors' duties; loan officers; delegation of duties; suspension or removal of officer; action by written consent - (f) It is the duty of the directors to do the following: (4) To set the compensation of members of the board, credit committee, or supervisory committee. Iowa: May not be compensated but may be reimbursed for reasonable expenses related to director duties Board of directors duties. 8. A credit union director shall not receive compensation for service as a director. However, a director may be reimbursed for reasonable expenses directly related to such service. Kansas: May not be compensated. Reasonable life and other similar insurance is not considered compensation. Reimbursement for necessary expenses is allowed. Compensation for loss of salary while carrying out duties of board is allowed Directors to elect officers; duties of board; executive committee. (c) No member of the board of directors or of the credit or supervisory committee shall receive any compensation as a member of the board or committee. The provision of reasonable life, health, accident, disability and similar insurance protection for a director or committee member shall not be considered compensation. Directors and committee members, while on official business of the credit union, may be reimbursed for necessary expenses incidental to the performance of the business. The credit union may compensate any director, committee member or officer for loss of salary or wages due to the performance of 5

6 business on behalf of the credit union. No salary shall be paid to any officer or other employee of a credit union except such as may have been duly approved by the board of directors. Kentucky: Silent Louisiana: May not be compensated but may receive reimbursement for loss of pay, or may receive per diem. Payment of insurance premiums is not considered compensation Directors; officers; compensation A. (2) At the first meeting after the annual meeting of the members, the directors shall elect from their number the board officers specified in the bylaws. Only one board officer shall be compensated as an officer of the board; and the bylaws shall specify such positions, as well as the specific duty of each of the board officers. The board shall elect from their number a financial officer who shall give bond with good and sufficient surety in an amount and character to be determined by the board of directors in compliance with the conditions of this Section. C. No member of the board of directors or of the credit or supervisory committees shall receive any compensation for his services as a member of the board or of the committee. However, directors and committee members may receive expense reimbursement for loss of pay while away from work on credit union business, or per diem when provided for in the bylaws. The commissioner may approve such bylaw provision when the credit union's legal reserves are in excess of six percent of risk assets. The payment by the credit union of premiums for liability, travel, accident, hospitalization, or life insurance coverage on the director or committee member shall not be considered as compensation under this Section. Maine: May not be compensated Board of directors 3. Compensation. No member of the board of directors shall receive any compensation for his services as a member of said board, or as a member of any committees of the credit union. Maryland: May be compensated - but members must authorize Compensation. (a) "Compensation" defined.- In this section, "compensation" means anything of value given to an official that is: (1) In exchange for services performed as an official; and (2) Reportable as income to the Internal Revenue Service or the Comptroller of the State. (b) Authorized and approved compensation.- Each official is entitled to the compensation that: (1) Subject to the provisions of subsection (c) of this section, the members authorize; and (2) Except as provided in subsection (d) (2) of this section, is approved by the Commissioner. (c) Annual vote on compensation.- (1) All compensation to be paid under subsection (b) of this section shall be authorized by a vote of the members at the annual meeting of the membership in accordance with of this subtitle. 6

7 (2) Written disclosure of the proposed compensation and each official's expenses shall be made to all members in good standing not less than 30 days and not more than 90 days before the annual meeting of members. (3) The written disclosure required under paragraph (2) of this subsection shall contain at least the following information: (i) The proposed dollar amount of compensation that will be paid to each official on a per meeting or other applicable basis; (ii) The aggregate dollar amount of compensation paid to all officials for the 12 months immediately preceding the date of the notice of the annual meeting of members; (iii) 1. A reasonable estimate of the aggregate dollar amount of compensation to be paid to all officials for the following 12 month period assuming: A. That the proposed compensation is approved; and B. The same number of meetings as were held during the 12 months immediately preceding the date of the notice of the annual meeting of members; or 2. A statement that the compensation to be paid to all officials will remain the same as it was during the 12 months immediately preceding the date of the notice of the annual meeting of members; and (iv) The aggregate dollar amount of all officials' expenses, excluding compensation, for the 12 months immediately preceding the date of the notice of the annual meeting of members. (4) (i) The written disclosure shall be conspicuously set apart from other information provided to the members. (ii) The written disclosure may be included in: 1. The notice of the annual meeting of the members; 2. A separate mailing; 3. A periodic statement of account; or 4. A periodic publication of the credit union. (d) Requests for approval.- (1) All requests for the Commissioner's approval under subsection (b) of this section shall: (i) Be made in writing; and (ii) Contain a certification by the president of the credit union that the compensation has been authorized by the membership in accordance with subsection (c) of this section. (2) The Commissioner's approval is not required if the credit union: (i) Was rated "1" or "2" as of the last examination conducted by the Commissioner; and (ii) Has a positive net income as of the end of the previous calendar year. [CA 6-324; 1980, ch. 33, 2; 1996, ch. 326, 2; 2001, ch. 147, 1; ch. 148, 1.] Massachusetts: May not be compensated. Reimbursement for actual expenses incurred in performance of duties is allowed. Life and health insurance provided. Ch. 171 Section 20. No member of the board of directors shall receive compensation for his services as a member of the board or as a member of any committee. A director may be reimbursed for actual expenses incurred in the performance of responsibilities of director or as a member of any committee; 7

8 provided, however, that such expenses must be itemized in writing and approved by the board of directors. Such expenses shall be reported to the members at the next annual meeting or at a special meeting called for that purpose. The officers elected by the board shall receive such compensation as it may authorize. No member of said board shall borrow from the corporation, by means of a personal loan upon his note, to an amount in excess of the total of his shares and deposits in said credit union, and the accumulated earnings standing to his credit thereon on the books of the corporation or with sufficient collateral pledged to secure the same made up of negotiable bonds or notes of the United States valued at not more than eighty percent of their market value or by the assignment of his passbook in a savings bank, cooperative bank or a federal savings and loan association, all doing business in the commonwealth or policies issued by life insurance companies authorized to transact business in this commonwealth valued at not more than their cash surrender value, unless approved by vote of two-thirds of the other members of said board. Section 25. A credit union may provide group life insurance, group accident and health insurance or group medical, surgical or hospital insurance or benefits or all or any combination thereof, for its employees, officers, and directors. Directors ineligible for the group benefit may be reimbursed up to the net dollar amount of the individual participant cost of the group benefit. The commissioner may establish regulations necessary to provide reasonable restrictions in connection therewith. The commissioner may also make adjustments and exceptions as in his judgment are necessary to carry out or facilitate compliance with this section. Michigan: May not be compensated Credit union board; election of officers; general management; duties; delegation to general manager of domestic credit union; compensation; removal of director or committee member with delinquent loan; quorum; action taken without meeting; oath (6) An individual elected or appointed to serve as a director, supervisory committee member, or credit committee member of a domestic credit union, or as a member of any other committee that performs significant ongoing functions relating to the ongoing operations of the domestic credit union, shall not receive compensation for his or her service as a board or committee member. Minnesota: May not be compensated but directors may be paid an hourly rate for time spent in official duties. Reimbursement for necessary expense is allowed. Reasonable health and similar insurance is not considered compensation DIRECTORS; POWERS AND DUTIES Subd. 3.Officers, bylaws; compensation. The duties of the officers shall be as determined in the bylaws, except that the treasurer may be the general manager. No member of the board, the supervisory committee or an elected credit committee shall receive a salary as such, but may be reimbursed for necessary expenses incurred 8

9 while serving in such capacity and may be compensated for time actually spent in official duties at an hourly rate as determined by the annual meeting of members. Provision of reasonable health, accident, and similar insurance protection shall not be considered compensation, and is subject to approval by the membership. Mississippi: One elected official (treasurer) of the board of directors may be paid for services rendered. SEC Directors and members of supervisory committees not to receive compensation; compensation of treasurer. No member of the credit or supervisory committee shall receive any compensation for his services as a member of said committees; provided, however, that one (1) elected official of the board of directors may be compensated for services rendered. Missouri: May not be compensated. Compensation not allowed for board of directors--approval of other salaries required No member of the board of directors or of the credit or supervisory committees shall receive any compensation for his services as a member of the board or committee. 2. No salary shall be paid any officer or other employee of a credit union except such as may have been duly approved by the board of directors. Montana: Board of directors may not be compensated except for treasurer. Reimbursement for necessary expenses is allowed. Reasonable life and other similar insurance protection is not considered compensation Compensation of officials. An officer, director, or committee member, other than the treasurer, a credit manager, or a loan officer may not be compensated for service in that position, but reasonable life, health, accident, and similar insurance protection for a director or committee member may not be considered compensation. Directors and committee members, while on official business of the credit union, may be reimbursed for necessary expenses incidental to the performance of the business. Nebraska: Treasurer may be compensated. Reimbursement for necessary expenses incurred while on credit union business is allowed. Insurance in reasonable amounts is not considered compensation Compensation; expenses. No officer, director, or committee member, jointly or severally, shall receive any compensation, directly or indirectly, for services performed for the credit union as such officer, director, or committee member, except that the treasurer may be compensated for his or her services in the amount, way, and manner provided for by the board of directors. However, providing life, health, accident, and similar insurance protection in reasonable amounts for a director or committee member shall not be considered 9

10 compensation. Officials, while on credit union business, may be reimbursed for their necessary expenses incidental to the performance of credit union business. Nevada: May not be compensated except for officers who also serve as members of the board of directors. Reasonable life and similar insurance protections not considered compensation. NRS Compensation and expenses of directors, officers and members. 1. A director or committee member may not be compensated for his or her services except that he or she may be provided reasonable life, health, accident and similar insurance protection. 2. Any member of the credit union may be reimbursed for necessary expenses incidental to the performance of credit union business. All such expenses shall be approved by the board. 3. Subsection 1 does not apply to officers of the credit union who also serve as members of the board or a committee. New Hampshire: May not be compensated. Reasonable expenses not considered compensation. 394-B:45 Compensation. I. No member of the board of directors or of either the credit or supervisory committee shall receive any compensation for his or her services as a member of said board or of such committee; provided, however, that if at any time any credit union organized under the provisions of this chapter shall have enlarged its business to such extent that this section may create an impediment to its proper functioning, the bank commissioner, upon petition of the board of directors, may permit said board of directors to pay such credit committee such compensation as he or she shall consider proper. The reimbursement of reasonable expenses in the execution of the duties of the position shall not be considered compensation. II. The officers elected by the board of directors may receive such compensation as the board shall authorize. New Jersey: Compensation allowed. Addressed in bylaws. 17: Chairman of board; officers; compensation; bond of officers; duties The board of directors or the members, as provided by the bylaws, shall elect a chairman, who shall be a member of the board, a vice chairman, a secretary, and a treasurer, who shall hold their offices at the pleasure of the board or of the members, as the case may be. Officers and members of committees may be compensated for their services as provided for in the bylaws. The commissioner may, at any time, order the compensation reduced if in his judgment it is excessive. The board shall require any officer or employee having custody of or handling funds to give bond with good and sufficient surety in an amount and character to be determined by the board in compliance with regulations prescribed by the commissioner. The commissioner shall promulgate rules and regulations establishing the duties of directors. New Mexico: May not be compensated but compensation may be allowed if director is serving in an additional capacity in addition to board duties. Reasonable life or other similar insurance protection is 10

11 not considered compensation. Reimbursement for expenses incidental to board duties is allowed as long as documentation is provided Compensation of officials. No board or committee member may be compensated for services performed in the regular course of duties pertaining to that board or committee position. Notwithstanding any provision of the Credit Union Act [ NMSA 1978] to the contrary, board or committee members may be compensated for those services provided to the credit union while temporarily serving in an additional capacity other than as a board or committee member. Reasonable life, accident and similar insurance protection shall not be considered compensation to a board or committee member. Board and committee members may be reimbursed for reasonable and necessary expenses incidental to the performance of official business of the credit union, provided such expenses are documented. New York: May not be compensated 470. Powers and duties of directors; not entitled to compensation; disqualification of directors. 1. The board of directors of every credit union shall have the general management of the affairs, funds and records of the corporation. No member of the board of directors shall receive any compensation for his services as a member of the board. Whenever the directors shall deem any loan unsafe they may, in their discretion, require additional security to be given by the borrower, and if such security is not furnished as required by them, they may declare the loan due and take action to collect the same. Complete minutes of all meetings of directors shall be kept which shall include the names of the directors present. North Carolina: May not be compensated. Reasonable life and other similar insurance shall not be considered compensation. Expense reimbursement is allowed Compensation of officials. No member of the board of directors or of the credit committee or supervisory committee shall be compensated for his service in this position, but providing reasonable life, health, accident and similar insurance protection for a director or committee member shall not be considered compensation. Directors and committee members, while on official business of the credit union, may be reimbursed for necessary expenses incidental to the performance of the business. (1975, c. 538, s. 1.) North Dakota: Silent. Directors are immune from civil liability but only if they are not compensated (see ) Ohio: May not be compensated. Reasonable life and other similar insurance shall not be considered compensation. Expense reimbursement is allowed Compensation. 11

12 (A) No officer, director, or employee of any credit union shall receive any commission, salary, or other emolument for services arising out of the officer s, director s, or employee s association with the credit union except per diem, wages, or salary which the officer, director, or employee receives, subject to rules adopted under section of the Revised Code, as compensation for services to the credit union. (B) No director or member of any committee shall receive any compensation for services as such; however, unless otherwise provided in the articles or regulations, a credit union may provide, at its expense, a director or committee member reasonable health, accident, and related types of personal insurance protection. A director or committee member is entitled, subject to rules adopted under section of the Revised Code and when so authorized by the board of directors, to reimbursement for the director s or committee member s expenses incurred in connection with the business of the credit union. Oklahoma: May not be compensated Board of directors - Credit committee or credit manager - Supervisory committee - Officers. 3. A record of names and addresses of the board of directors and the respective committees and officers shall be filed with the Bank Commissioner within ten (10) days after their election. No member of the board of directors shall, as such, be compensated, but the officers elected by the board of directors and the members of the credit and supervisory committees may receive such compensation for services performed as the board shall, by resolution, authorize. Oregon: May be compensated A credit union may pay to the credit union's directors and supervisory committee members reasonable compensation for service as directors and supervisory committee members and may reimburse directors, supervisory committee members, and other committee members while the directors or committee members are on official business for necessary expenses incidental to Performing the official business. Pennsylvania: May be compensated but only if the credit union pays dividends to members Compensation of directors and officers. Members of the board of directors, the credit committee and the supervisory committee may be compensated if the credit union pays dividends to its members commensurate with prevailing market rates during the preceding year. A credit union shall be deemed to pay dividends commensurate with prevailing market rates if declared dividend rates on share accounts are competitive with dividend or interest rates offered by other credit unions, Federal credit unions or other financial institutions authorized to engage in the business of receiving money for deposit. The department may prohibit or regulate the payment of compensation of directors, committee members and officers, exclusive of the 12

13 treasurer, if it deems such compensation excessive or if, in its opinion, the financial condition of the credit union is not such as to warrant the payment of such compensation. Rhode Island: May be compensated - fixed sum set at annual meeting Compensation or loans to officers. (b) Any credit union may pay to each of the members of the board of directors, credit committee, and supervisory committee for his or her services as a member of the board or committee(s) a sum that may from time to time be fixed by the members at an annual meeting. No officers, directors or employees may receive any other compensation or fee for services provided to the credit union beyond their compensation as officers, directors, and/or employees. South Carolina: May not be compensated. Reasonable accident insurance and reimbursement for necessary expenses incidental to credit union business is not considered compensation. SECTION Prohibition against compensation for services; accident insurance; expenses. No officer, director, or committee member, other than an employee, may be compensated for services. However, providing reasonable accident insurance protection while on credit union business shall not be considered compensation. Directors, officers, and committee members may be reimbursed for expenses incidental to the performance of official business of the credit union. Tennessee: May be compensated Compensation of board and committees. (a) No member of the credit or supervisory committee shall receive any compensation for services as a member of the committee. (b) As an alternative to the reimbursement for members of the board of directors in subsection (c), each member of the board of directors may be compensated subject to the following conditions: (1) The board shall adopt a resolution stating that the credit union requires expertise among board members for the prudent general management of the affairs, funds and records of the credit union; (2) Such compensation shall be payable to board members elected after the adoption of the resolution above; (3) The credit union shall adopt a policy governing the participation and attendance that a board member shall comply with in order to receive compensation; and (4) The annual report of the credit union's income and expenses shall include board member compensation as a specific expense item. (c) Notwithstanding subsection (a), the board of directors may provide that the credit union shall reimburse any member of the board of directors or the credit or supervisory committee for any loss of 13

14 earnings caused by time spent in the service of the credit union, in an amount that the board of directors may determine, not to exceed the amount of the lost earnings. Texas: May be compensated. Directors are provided with compensation at regulators discretion. Sec COMPENSATION. A person may not receive compensation for serving as a director, honorary director, advisory director, or committee member of a credit union, except that the person may be:(1) provided with reasonable health, life, accident, liability, or similar insurance protection;(2) reimbursed for necessary expenses incurred in the performance of the person's duties; and(3) paid the fees and reimbursed for other expenditures authorized by commission rules. Utah: May not be compensated except for reasonable expenses incurred in the execution of the duties of the position Compensation of directors, committee members, and president -- Expense reimbursement. (1) A member of the board of directors, credit committee, or supervisory committee may not receive any compensation for services as such, except that the reimbursement of reasonable expenses incurred in the execution of the duties of the position may not be considered compensation. (2) Any member of a credit union who incurs any expenses or performs any service authorized by the board of directors may be compensated or reimbursed for the expenses or services in an amount approved by the board of directors. (3) The board of directors shall determine the compensation for a president appointed as general manager. Amended by Chapter 182, 1996 General Session Vermont: Treasurer only. Reasonable health and similar insurances are not considered compensation. Directors may be reimbursed for expenses incidental to performance of official business Compensation; insurance; expenses (a) No officer of the governing body, no director, nor any committee member, other than the treasurer, may be compensated for services as such. However, providing reasonable health, accident, and similar insurance protection shall not be considered compensation. (b) A credit union may, with the approval of a majority of the governing body, provide personal liability or indemnity insurance coverage for its directors and other committee members. (c) Directors, officers of the governing body, and committee members may be reimbursed for necessary expenses incidental to the performance of official business of the credit union. (d) Notwithstanding the foregoing, directors, officers of the governing body, and committee members may be compensated for services, other than duties performed as such director, officer of the governing body, or committee member, in accordance with the conflict-of-interest provision set forth in section of this title. 14

15 Virginia: May not be compensated. Specific insurance products provided to directors are not to be considered compensation. Directors may be reimbursed for necessary expenses incurred while on official credit union business (Effective October 1, 2010) Compensation of officials. No member of the board of directors shall receive any compensation for his services as a member of the board. The members of the credit or supervisory committee may receive for their services, as members, such compensation as the board of directors may determine. Health, accident, and term life insurance protection for a director or committee member shall not be considered compensation. Directors and committee members, while on official business of the credit union, may be reimbursed for necessary expenses incidental to performing the business of the credit union. Official business of the credit union shall include attendance at regular or special meetings of the board of directors or committees thereof. Washington: Directors may be compensated and receive insurance coverage. RCW (1) A credit union may pay to its directors and supervisory committee members reasonable compensation for their service as directors and supervisory committee members. A credit union may also provide to its directors and supervisory committee members: (a) Gifts of minimal value; (b) Insurance coverage or incidental services, available to employees generally; and (c) Reimbursement for reasonable expenses incurred on behalf of themselves and their spouses in the performance of the directors' and supervisory committee members' duties. (2) The director may adopt rules to interpret this section. West Virginia: May not be compensated. Health and other similar insurance protections are not considered compensation. Reimbursement is allowed for necessary expenses incurred while on official business. 31C-5-4. Compensation of officials; and conflicts of interests. (a) No officer, director or committee member, other than an employee, may be compensated for services, except as provided in section one, article five of this chapter. However, providing reasonable life, health, accident and similar insurance protection shall not be considered compensation. Directors, officers and committee members may be reimbursed for necessary expenses incidental to the performance of official business of the credit union. (b) No director, committee member, officer, agent or employee of the credit union shall in any manner, directly or indirectly, participate in the deliberation upon or the determination of any question affecting 15

16 that person's pecuniary interest or the pecuniary interest of any corporation, partnership or association (other than the credit union) in which that person is directly or indirectly interested. Wisconsin: Board members may not be compensated, but board officers can be compensated. Reasonable health and other similar insurance are allowed Compensation of officers, operation expenses. (1) Board members. No member of the board of directors may receive any compensation for services as a member of the board other than reasonable health, accident and similar insurance. (3) Expenditures. The officers elected by the board of directors, the members of the credit committee and loan officers may receive such compensation as the board authorizes, but the expenditures of the credit union for all purposes shall be paid from its earnings. 16