Board of Directors Joining your - Coastal Financial Credit Union
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Joining your Board of Directors 2021
Joining your Board of Directors Dear Prospective Board Candidate: Thank you for your interest in becoming a director of Coastal Financial Credit Union. After the Call for Nominations, voting takes place in our branches for a specific period, as well as briefly during our Annual General Meeting (AGM). The election process is finalized at our AGM which will be held virtually on April 15, 2021. Detail regarding the AGM will be advertised well in advance. This booklet 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 www.coastalfinancial.ca. 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 and the process, to recruit qualified candidates, and to bring forward enough 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 902-742-7322. I will get back to you as soon as possible. Yours truly, Ray Doucette Chair, Nominations Committee Committee consists of: Ray Doucette Patrick Dempsey Joanne Wallace Yvon Boudreau
Joining your Board of Directors Important information for Board Candidates in the 2021 election DATE Candidates must be available and must attend the AGM April 15, 2021 Deadline to submit the Official Nomination Form and other March 5, 2021 required material Nominations Committee approves nominees March 9, 2021 Candidates must provide a photo to be used in their March 10, 2021 biography – if there will be an election The list of candidates is posted on Coastal Financial Credit Union’s March 10, 2021 website and in the branches. (this includes each candidate’s photograph and printed biography) In branch voting begins March 15, 2021 In branch voting ends April 13, 2021 Annual General Meeting April 15, 2021 Positions available: This year, members will be electing candidates to fill FOUR three-year terms. Board Structure: The Board currently has six standing committees: • Executive • Policy • Credit • Audit • Nominations • Co-operative Social Responsibility
Joining your Board of Directors 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.) Item Minimum Estimated Time (not including travel) Board Meeting 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 there can be up to 3 special board meetings per year. The meetings are held in the Administration Office Boardroom in Yarmouth, or via an electronic meeting format. Read Board package 2-4 hours prior to the meeting Committee meetings Committee meetings can be held in the day or evenings and they can last between 1 and 3 hours approximately. Read Committee package 2-4 hours prior to the meeting Board planning sessions Fall/Winter: 1 weekend per year, often starting Friday evening and all-day Saturday. Electronic meetings E-meetings: Number varies, 1 to 3 per year or more. Monitoring of emails is required three times a week at the very minimum, but preferably more frequently. Training and development Directors are required by legislative law to attend education/ training sessions. This may involve several full weekends, online webinars, or self-study courses, depending on the complexity of the material. Certain required courses are to be completed within the first 6,18,or36monthsof service. 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.
Joining your Board of Directors 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. 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, an employee of a member of the Atlantic Central, Atlantic Central, Canadian Credit Union Association (CCUA) or the Nova Scotia 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 inthesolicitor’s firm, of the credit union, or Atlantic Central, e) a civil servant whose official duties are concerned with the affairs of the credit unions, f) a person who is in arrears for more than 90 (ninety) days under a debt obligation to a credit union within the past year, g) a person who is in breach of any policy of the credit union, h) a person who fails to attend three Board meetings within a 12 (twelve) month period, without cause satisfactory to the other members of the Board of Directors. i) any individual who has been a member with a fully paid share account for less than one year from the date of the call for nominations. 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, j) must be prepared to promote the credit union and the credit union movement at each opportunity by action and example.
Joining your Board of Directors 2. Tenure Members of the Board of Directors shall be elected for terms of three years. A Director is eligible for re-election. 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. “Human service really is the only reason for the existence of our credit unions.” ~ Charles F. Eikel, Jr.
Joining your Board of Directors 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 Chief Executive Officer (CEO) 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 develop 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.
Joining your Board of Directors Duties of a Director (cont’d) 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 non-collectable 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 CEO. 15. Appointing delegates and alternate delegates as required by Atlantic Central’s By-laws and the policies of the credit union. 16. Performing other such 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.
Joining your Board of Directors 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. In the early 1900s, average working Canadians had little access to the banks. Credit unions, organized locally according to co-operative models, were born in this country as a result. The first financial co-operative was created in Levis, Quebec in 1900 when 80 people banded together as a caisse populaire. Coastal Financial Credit Union began in 1937 when the Yarmouth Coronation Credit Union (now the Yarmouth Branch of CFCU) opened its doors. Today, the international credit union system is comprised of 86,055 institutions in 118 Countries with just over 291 million households. (https://www.woccu.org/our_network/global_reach) Our Mission Statement: Coastal Financial Credit Union is your financial co-operative that promotes and enhances the economic and social well-being of the communities it serves. Our Vision Statement: We are the leader in promoting the creation of a co-operative culture in southwest Nova Scotia. The Co-operative Ethics, Values and Principles by which we are guided: Ethics: Honesty, Openness, Social Responsibility, Caring for Others Values: Self-help, Self-responsibility, Democracy, Equality, Equity, Solidarity Principles: 1. Voluntary and open membership 2. Democratic member control 3. Member economic participation (through member shares) 4. Autonomy and independence (self-help organizations controlled by members) 5. Education, training and information (for Members, Staff and Directors) 6. Co-operation among co-operatives (working together locally, regionally, nationally and internationally) 7. Concern for community
Joining your Board of Directors The International Credit Union Principles* by which we are guided: Operating Principles Consumer Protection Principles Democratic Structure Disclosures of Rates and Fees Open and Voluntary Membership Periodic Statements Democratic Control Honest and Non-deceptive Promotions Non-Discrimination Fair Credit Practices Dignified Collection Practices Service to Members Consent to Share Information Distribution to Members Dispute Resolution Services Building Financial Stability Education about Thrift and Wise use of Credit Service to Members Fair and Forthright Conversions Social Goals Governance Principles On-going Education External Governance Co-operation among Co-operatives Internal Governance Social Responsibility Individual Governance *These can be found in further detail at https://www.woccu.org/about/internationaloperatingprinciples
Joining your Board of Directors About Coastal Financial Credit Union Coastal Financial Credit Union has a long history of working co-operatively with our members, our communities and other credit unions in our area. In 1994, the GAP Credit Union in Argyle, the West Pubnico Credit Union, and L’Aurore Credit Union in East Pubnico amalgamated to form Coastal Credit Union. Recognizing the benefits of working together for the good of everyone, in 2001 Coastal Credit Union amalgamated with Yarmouth Credit Union, Wedgeport Credit Union and Ste Anne’s Credit Union in Tusket to become Coastal Financial Credit Union. Today as a full-service financial institution, Coastal Financial Credit Union has approximately 7500 members and just over $200,000,000 in assets. Our 49 professionally trained, knowledgeable employees provide personal service and attention to members from 5 service locations in Nova Scotia. We serve our members at branches in West Pubnico, Wedgeport, Yarmouth, Tusket, and Barrington Passage. Our complete, attractive package of products and services allows us to meet our members’ everyday banking requirements as well as assist them in planning for their future security. We offer loans, mortgages, chequing, Mastercard and Visa products, RRSPs, RESPs, Internet Banking, Mobile App Banking, market-driven investments, retirement planning and much more. In our 80+ year history, Coastal Financial Credit Union has grown to offer all the services a member requires through innovation and response to members’ needs. 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.
Joining your Board of Directors 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 conflict 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 or those who have 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” http://www.woccu.org/bestpractices/governance
Additional Information If you are considering becoming a director, or if you would like more information on the qualifications, roles, and responsibilities of the Board, please contact: 2021 Chair of the Nomination Committee: Ray Doucette 902-742-7322 (to leave message) Or email us at: sryan@coastalfinancial.ca (Your email will be forwarded) Tusket West Pubnico Admin Office 59 Van Norden Road 9 Abbotts Harbour Road 2 Collins Street Tusket NS West Pubnico NS Yarmouth NS B0W 3M0 B0W 2M0 B5A 3C3 Phone: 902-648-2322 Phone: 902-762-2372 Phone: 902-742-7322 Wedgeport Yarmouth Barrington 2246 Highway 334 371 Main Street 3640 Hwy 3 RR #1 Arcadia NS PO Box 490 PO Box 190, Unit 3 B0W 1B0 Yarmouth NS B5A 4B4 Barrington Passage, NS B0W 1G0 Phone: 902-663-2525 Phone: 902-742-2123 902-635-4781 coastalfinancial.ca
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