General Policy - Director Handbook

Inside the Director Handbook:

Download the Director Handbook

CU*Answers' Mission

CU*Answers' sole purpose is to enhance the service capabilities of its owners and clients through providing quality service and leadership in their data management and member service solutions.

Primary Function of the Board of Directors

The primary function of the CU*Answers Board of Directors is to ratify policy, plan CU*Answers' course, ensure that CU*Answers maintains its sound financial condition, keep communication open to educate credit unions about CU*Answers initiatives, review the progress of the Chief Executive Officer (CEO) in achieving goals and objectives, and report to owners at the Annual Stockholders Meeting.

Another critical function is making decisions related to the distribution of returns to owners. See Distributing Returns for a detailed discussion of this responsibility.

Board Composition

The Board of Directors in this CUSO shall consist of seven (7) members who are actively employed as the CEO (paid professionals) leading credit unions, which have ownership stock in the CUSO. To qualify to be on the Board of Directors, the CEO's credit union must have been under a CU*BASE processing contract for at least one full year prior to his/her election to the Board.

Standing Board members who become ineligible for Board membership according to the above guidelines must submit a notification of their change in status to the Chair of the Board within ten (10) business days of the change in status. In the case where a standing Board member moves from one qualified credit union to another qualified credit union, the Board member continues to qualify as a standing Director. Any interruption in the qualified status that extends beyond the ten (10) day notification period shall constitute a resignation from the CU*Answers Board of Directors.

At least two (2) of the positions shall be up for election each year at the Annual Stockholders Meeting. The normal term of a Board Member shall be three (3) years, starting October 1 and ending September 30. Directors are elected according to the procedures outlined in the "CU*Answers Board of Directors Nomination and Election Procedures" policy document.

The table officers shall be Chair, Vice Chair, and Secretary/Treasurer. Officers are elected at a reorganization meeting to be held at the first Board meeting of each fiscal year (October). Because of the Chair's responsibility to cast tie-breaking votes, make key announcements, and other special duties, the Chair and Vice Chair should not be serving the same concurrent term. This allows the Vice Chair to stand in for the Chair in situations where the Chair is the focal point of any action.

If a Board member resigns, the position will be filled according to the guidelines set forth in the "CU*Answers Board of Directors Nomination and Election Procedures" policy document.

Continuing Board Education

CU*Answers offers to board members the opportunity to take advantage of in house classes with special emphasis placed on the duties and liabilities that come with participation on a board. These classes are offered yearly, and are part of a three year cycle including the opportunity to engage with legal counsel at least once during the cycle. The goal is to eliminate the mystery surrounding the law governing board member liability by creating the best educated board in the business.

Class material will delve into the responsibilities of serving on both for-profit and non-profit boards. In exchange for the time invested, CU*Answers board members will be presented with first class teaching materials that can be brought back to their credit union to help with the education of their own directors. Directors should expect to not only have a better understanding of the legal duties surrounding board participation, but will be able to use this opportunity to increase the participation and effectiveness of their own board of directors.

Board Member Liability Insurance

CU*Answers maintains direct Officer & Director Liability insurance coverage on each Director with a limit of $3,000,000 per incident. Directors are indemnified by CU*Answers according to the rules set forth in the CU*Answers Bylaws.

Audit Reports

The Internal Auditor for CU*Answers will provide a detailed report on the status of controls and adherence to policy for each board meeting. The Internal Auditor is always available to individual board members or the board collectively should the directors have questions or concerns about policy or controls.