PURPOSE: The intent of this policy is to establish guidelines for conducting Board meetings, to establish attendance requirements, and to establish guidelines for documenting Board actions through the minutes of its meetings.

1. BOARD MEETINGS
1. Number and Length of Meetings.

1. The Board shall hold at least one regular meeting each month at a date and time agreed to by a majority of the Board members.

2. If held during normal working hours, the maximum length of this meeting shall be limited to one and one-half hours in order to minimize each Director's time away from his job. If all pending business cannot be finished in this time, a second meeting shall be scheduled before the first one adjourns.

3. The minimum business to be conducted at this meeting is as follows:
1. Approve the minutes of the previous monthly meeting and any other Board meetings held since the last regular meeting.
2. Review the following reports and approve when appropriate:

1) Treasurer's Report
2) Investment Report
3) Monthly Financial Statements
4) Report on Member CD Rates
5) Report on Weekly Rate Survey
6) Loan Committee Report
7) Review of Goals and Objectives
8) Membership Report
9) Loan Loss Allowance Analysis
10) Audit Committee Report
11) Delinquent Report
12) Education Report
13) Marketing Committee Report
14) * eCommerce Activity Report

4. As much other business as time permits shall be finished during this meeting.
5. If there remains unfinished business at the end of the time limit, it shall be conducted at a second meeting as provided for in I.A.2. above.
2. Meeting Location.

All Board meetings shall be held in the Credit Union Board Room unless the President determines some other location is more appropriate for a particular meeting and all Board members are notified of the change.

3. Meeting Notices.

1. ** The Secretary, or Credit Union Management, shall prepare and have mailed to each Board member and Committee Chairperson a notice of each regular and special Board meeting.

1. Such notice shall state the date, time, and location of the meeting and shall include an agenda, prepared by the Secretary, of the business to be conducted.

2. For special meetings, a statement of the purpose of the meeting may replace the agenda.

3. Notices shall be mailed no later than one week prior to the meeting.

2. The meeting notice shall include advanced copies of all reports and other materials pertinent to the meeting that are available at the time of mailing.

3. Special meetings that are called on short notice by the President may be arranged by the Secretary or the Credit Union Manager by contacting each Board member by telephone.

4. Attendance.

1. Since Board members are individually and collectively responsible for all the Credit Union's affairs whether present or not, all Board members are expected to attend all regular and special meetings of the Board of Directors.

2. The Chairpersons of the Audit and Loan Committees can attend all regular meetings and any special meetings of which they are notified. If a Committee Chairperson is unable to attend, he/she should arrange for another member of the committee to be present.

3. The Manager and Assistant Manager are also expected to attend all regular and special meetings of the Board.

4. Absences

1. Although absence from a Board meeting is a matter of serious concern, there will inevitably be occasions when circumstances prevent a person from attending a meeting. Such absences shall be infrequent and for good cause.

2. All those expected to be in attendance as specified in I.D.1. through I.D.3. above shall notify the President, Secretary, or Manager in advance of any anticipated absence and provide a legitimate excuse.

3. ** A record of all those present and those absent shall be entered in the minutes of the meeting along with the reason for any absences.

4. Four consecutive or a total of five absences in any consecutive twelve-month period from Board meetings shall be sufficient reason for other Board members to consider replacing the offender.

2. MINUTES
1. ** Taking of minutes.

A Board Secretary, duly elected by other Directors, shall have full responsibility for keeping the minutes of each and every Board meeting. The Board may select another person in attendance as a "recording secretary" to assist the Secretary with the preparation of the minutes.

2. * Content of the Minutes.

1. Record of attendance - The Secretary shall make a record of all those present and those absent at each meeting. In addition, there shall be entered in the minutes a reason for each absence.

2. The minutes shall include the fact that minutes of previous meetings were reviewed, the dates of those meetings, and any amendments made to them. He/she shall also record the voting record for approval of the minutes as detailed in II.B.6.

3. ** All standard reports included in the Consensus Agenda can be recorded as having been discussed and approved in aggregate rather than individually. Any non-Consensus Agenda reports presented at the meeting will be recorded as they are reviewed and approved or disapproved. Any corrections to these reports, any significant discussions, and the voting record for approval or disapproval shall also be entered in the minutes.

4. A record of the goals and objectives discussed shall also be made a part of the minutes. This shall include a record of the current value of the measure of performance set for each objective, pertinent points of discussion, as well as any change made in the objectives, their completion date, or the parties responsible for implementing them.

5. The Secretary shall record all items of business considered by the Directors during the meeting. A brief explanation of each item, any discussions, and a record of actions taken including the voting record shall be made a part of the minutes.

6. The voting record for each report approved and for all other actions taken by the Directors shall be recorded in the minutes and shall include:

1. A statement of any motion made as well as the name of the Director making it.
2. The name of the Director seconding the motion.
3. If the vote is unanimous, the minutes shall so state.
4. If the vote is not unanimous, the Secretary shall record the names of all directors favoring the motion, all Directors opposing the motion, and all Directors abstaining from the vote.

7. Both the time that the meeting is called to order and the time that it adjourns shall be entered in the minutes.
3. Schedule for completion of the minutes.

1. * A draft of the minutes shall be completed and submitted to the Manager for distribution with the Board's monthly report package at least one week prior to the next monthly Board meeting.

2. This draft shall be reviewed at the next regular Board meeting, amended if necessary, and approved by a vote of the Directors.

3. ** Once the draft is amended and approved, a "final" version of those minutes will be submitted to the Manager one week prior to the next Board meeting.

4. ** Both the draft and final versions of the minutes shall be signed by the Secretary and the recording secretary (if any).

 

Approved February 10, 1992
Revised April 18, 1996
Revised September 17, 1998
Reviewed August 26, 1999
Revised September 24, 2002
* Revised July 24, 2003
** Revised August 21, 2003
Reviewed March 16, 2005