ENDS POLICY
approved by the board: October 16, 2003
EXECUTIVE
LIMITATIONS POLICY
approved by the board: January 2003
·
Treatment of Members
·
Treatment of Staff
·
Financial Planning/Budgeting
·
Financial Condition and Activities
·
Emergency General Manager Succession
·
Asset Protection
·
Compensation and Benefits
·
Communication and Support to the Board
·
Communication with Staff
BOARD/STAFF
LINKAGE POLICY
approved by the board: August 2008
·
Accountability of the General Manager
·
Delegation to the General Manager
·
Unity of Control
·
Responsibility of the General Manager
·
Monitoring General Manager performance
·
General Manager Compensation
GOVERNANCE
PROCESS POLICY
approved by the board: November 2007
·
Governing Style
·
Board Job Description
·
Agenda Planning
·
Chairperson’s role
·
Board Member’s Code of Conduct
·
Board Committee Principles
·
Confidentiality
·
Committees
·
Cost of Governance
·
Celebration of Achievements
·
Emergency Meetings
·
Remuneration of the Board
·
Board of Directors Charitable Donations Policy
MEMBER FINANCIAL WELL BEING
1.0 SAVING
1.1 Members earn interest at competitive rates on money deposited in
guaranteed accounts and/or investments;
1.2 Members can purchase non-guaranteed investments.
2.0
BORROWING
2.1
Members can borrow money at competitive rates subject to an acceptable credit
record and sufficient collateral.
3.0
TRANSACTIONS
3.1
Members can initiate common financial transactions 24 hours a day - 7
days a week.
3.2
Transaction fees are in the lowest 25% of the Saskatoon market place.
4.0
PERSONALIZED SERVICE
4.1
Members feel comfortable, appreciated and respected by Saskatoon City
Employees Credit Union staff.
5.0
SAFEKEEPING
5.1
Members can store valuables in a deposit box subject to size and availability at
the Saskatoon City Employees Credit Union for safekeeping.
* *"small" can be defined at the next level of
Ends statements **
6.0
FINANCIAL KNOWLEDGE
6.1
Members have access to sound financial information and advice
7.0
EQUITY/DIVIDENDS
7.1
Members receive their share of profits in the form of equity and
patronage dividends.
8.0
INSURANCE
8.1 Members can purchase life and
disability insurance for loans.
The General Manager shall not cause or allow any practice,
activity, decision, or organizational circumstance that is either unlawful,
imprudent or in violation of any legislation relevant to Credit Union
operations, or be in violation of the Credit Union Deposit Guarantee Corporation
Standards of Sound Business Practices, or professional ethics.
1.
Treatment of Members
With respect to interactions with members (customers) or potential
members, the General Manager shall not cause or allow conditions, procedures, or
decisions which are unsafe, undignified, unnecessarily intrusive, or which fail
to provide appropriate confidentiality or privacy.
Accordingly, the General Manager shall not:
1.1 Use application forms that elicit information for which there is no clear
necessity.
1.2 Use methods of collecting, reviewing, transmitting, or storing client
information that fail to protect against improper access to the material
elicited.
1.3 Maintain facilities that fail to provide a reasonable level of privacy,
both visual and aural.
1.4 Fail to establish with members a clear understanding of what may be
expected and what may not be expected from the service offered.
1.5 Fail to inform members of this policy, or to provide a grievance process
to those who believe that they have not been accorded a reasonable
interpretation of their rights under this policy.
2.
Treatment of Staff
With respect to the treatment of paid and volunteer staff, the General
Manager may not cause or allow conditions that are unfair, unsafe or
undignified.
Accordingly, the General Manager shall not:
2.1 Operate without written personnel policies that clarify personnel rules
for staff, provide for effective handling of grievances, and protect against
wrongful conditions, such as nepotism and grossly preferential treatment for
personal reasons.
2.2 Discriminate against any staff member
for expressing an ethical dissent.
2.3 Prevent staff from grieving to the Board when the employee alleges either
that (i) Board policy has been violated to his/her detriment, or (ii) Board
policy does not adequately protect his/her human rights.
2.4
Fail to acquaint staff with their rights under this policy.
3. Financial Planning/Budgeting
Financial planning for any fiscal year or the remaining part of any
fiscal year shall not deviate materially from the Board’s ENDS priorities, risk
financial jeopardy, or fail to be derived from a multi-year plan.
Accordingly, the General Manager shall not allow budgeting which:
3.1 Contains too little information to enable credible projection of revenues
and expenses, separation of capital and operational items, cash flow, and
disclosure of planning assumptions.
3.2 Plans the expenditure in any fiscal year of more funds than are
conservatively projected to be received in that period, unless an exception is
approved in advance by the Board.
3.3 Provides less for Board prerogatives during the year than is set forth in
the Cost of Governance policy.
4.
Financial Condition and Activities
With respect to the actual, ongoing financial condition and
activities, the General Manager shall not cause or allow the development of
fiscal jeopardy or a material deviation of actual expenditures needed to meet
Board priorities established in ENDS policies.
Accordingly, the General Manager shall not:
4.1 Expend more funds than have been received in the fiscal year to date,
unless the debt guideline in (4.2) is met.
4.2
Indebt the organization in any amount greater than can be repaid by
certain unencumbered revenues.
4.3
Use any long-term reserves without approval from the Board and the Credit
Union Deposit Guarantee Corporation.
4.4 Fail to settle payroll and debts in a
timely manner.
4.5
Allow tax payments or other government ordered payments or filings to be overdue
or inaccurately filed.
4.6
Fail to aggressively pursue receivables after a reasonable grace period.
4.7
Fail to develop and apply lending criteria sufficient to prevent the
credit union from incurring loan losses greater than 1.00% of total loans.
4.8 Allow operating losses for more than two
consecutive quarters.
4.9
Permit the equity reserve level of the credit union to fall below 5.85%
of assets, unless an exception is approved in advance by the Board.
5.
Emergency General Manager Succession
In
order to protect the Board from sudden loss of General Manager services, the
General Manager may have no fewer than one other executive familiar with Board
and General Manager issues and processes.
6.
Asset Protection
The
General Manager shall not allow corporate assets to be unprotected, inadequately
maintained or unnecessarily risked.
Accordingly, the General Manager shall not:
6.1 Fail to insure against theft and casualty losses to at least 80%
replacement
value, and against liability losses to Board members, staff
and the organization itself in an amount greater than the average for comparable
organizations.
6.2 Allow unbonded persons access to material amounts of funds.
6.3 Subject premises and equipment to improper wear and tear, or insufficient
maintenance.
6.4 Unnecessarily expose the organization, its Board or Staff to liability.
6.5 Make any purchase: (a) wherein normally prudent protection has not been
given against conflict of interest; (b) in excess of $1,500.00, without having
obtained comparative prices and quality; (c) without a stringent method of
assuring the balance of long term quality and cost.
6.6 Fail to protect information and files from loss or significant damage.
6.7 Receive, process or disburse funds under controls, which are insufficient
to meet the appointed auditor’s standards.
6.8 Invest or hold excess capital in insecure investments.
6.9 Endanger the organization’s public image or credibility, particularly in
ways that would hinder its accomplishment of its mission.
7.
Compensation and Benefits
With respect to employment, compensation and benefits to employees, contract
workers and volunteers, the General Manager shall not jeopardize fiscal
integrity or public image. Accordingly, the General Manager shall not:
7.1 Change his or her own compensation and benefits.
7.2 Promise or imply permanent or guaranteed employment.
7.3 Establish current compensation and benefits that deviate significantly
from the geographic or professional market for the skills employed.
7.4 Create obligations over a longer term than revenues can be safely
projected, and in any event subject to losses in revenue.
7.5
Establish or change pension benefits to a defined benefit pension plan.
8.
Communication and Support to the Board
The
General Manager shall not permit the Board to be uninformed or unsupported in
its work. Accordingly, the General Manager shall not:
8.1 Neglect to submit monitoring data required by the Board in a timely,
accurate and understandable fashion, directly addressing provisions of Board
policies being monitored.
8.2 Let the Board be unaware of relevant trends, anticipated adverse media
coverage, material external and internal changes, particularly changes in the
assumptions upon which any Board policy has previously been established.
8.3 Fail to advise the Board if, in the General Manager’s opinion, the Board
is not in compliance with its own policies on Governance Process and Board/Staff
Linkage, particularly in the case of board behavior that is detrimental to the
work relationship between the Board and the General Manager.
8.4 Fail to gather for the Board as many staff and external points of view,
issues and options as needed for fully informed Board choices.
8.5 Present information in unnecessarily complex or lengthy form or in a form
that
fails to differentiate among information of three types:
monitoring, decision preparation, and other.
8.6 Fail to provide a mechanism for official Board, officer or committee
communications.
8.7 Fail to deal with the Board as a whole except when (a) fulfilling
individual requests for information or (b) responding to officers or committees
duly charged by the Board.
8.8 Fail to report in a timely manner an actual or anticipated noncompliance
with any policy of the Board.
8.9 Fail to supply for the consent agenda all items delegated to the General
Manager yet required by law or contract to be Board-approved, along with the
monitoring assurance pertaining thereto.
9. Communication with Staff
No member of the staff shall be uninformed on the Board's policies.
The Board's sole connection to the operational Credit
Union, its achievements and conduct will be through a chief executive officer,
titled General Manager.
1.
Accountability of the General Manager
All
Board authority delegated to staff is delegated through the General Manager, so
that all authority and accountability of staff -as far as the Board is concerned
- is considered to be the authority and accountability of the General Manager.
1.1 The Board will never give instructions to persons who report directly or
indirectly to the General Manager.
1.2 The Board will refrain from evaluating, either formally or informally, any
staff other than the General Manager.
1.3 The Board will view successful performance of the General Manager as
organizational accomplishment of board stated ENDS and avoidance of board
proscribed MEANS.
2.
Delegation to the General Manager
The
Board will instruct the General Manager through written policies which:
prescribe the organizational ENDS to be achieved and proscribe organizational
situations and actions to be avoided, allowing the General Manager to use any
reasonable interpretation of these policies.
2.1
The Board will develop policies instructing the General Manager to
achieve certain results, for certain recipients at a specified cost. These
policies will be developed systematically from the broadest most general level
to more defined levels, and will be called ENDS policies.
2.2
The Board will develop policies that limit the latitude the General
Manager may exercise in choosing the organizational means. These policies will
be developed systematically from the broadest, most general levels, and they
will be called EXECUTIVE LIMITATIONS policies.
2.3
As long as the General Manager uses any reasonable interpretation of ENDS
and EXECUTIVE LIMITATIONS policies there is authorization to establish all
further policies (subject to ratification by the Board), make all decisions,
take all actions, establish all practices and develop all activities.
2.4
The Board may change its Ends and Executive Limitations policies, thereby
shifting the boundary between Board and General Manager domains. However, so
long as any particular policy is in place, the Board and its members will
respect and support the General Manager decisions. This does not prevent the
Board from obtaining information in the policy areas.
3.
Unity of Control
Only officially passed motions of the Board are binding on the General Manager.
3.1 Decisions or instructions of individual board members, officers, or
committees, are not binding on the General Manager except in rare instances when
the board has specifically authorized such exercise of authority.
3.2 In the case of board members or committees requesting information or
assistance without board authorization, the General Manager can refuse such
requests that require, in the General Manager's opinion, a material amount of
staff time or funds, or is disruptive.
4.
Responsibility of the General Manager
4.1 The General Manager is accountable to the Board for achievement of the
Board's ENDS policies and adherence to the Board's EXECUTIVE LIMITATIONS
policies.
4.2
The General Manager must avoid conflict of interest in carrying out
his/her duties. Accordingly, the General Manager shall submit a written
statement of disclosure to the Board on an annual basis.
5.
Monitoring General Manager Performance
Systematic and rigorous monitoring of General Manager job performance will be
solely against the accomplishment of Board ENDS policies and operation within
the boundaries established in Board EXECUTIVE LIMITATION policies.
5.1 Monitoring is simply to determine the degree to which Board policies
are being met. Data that does not accomplish this will not be considered to be
monitoring data.
Criteria:
- reasonable assurance for the cost
- a crude measure of the right thing beats a
precise measure of the wrong thing
- what did we want accomplished? Is it being
achieved?
5.2 A given policy may be monitored in one or more of three ways:
a. Internal report: Disclosure of
compliance information to the Board from the General Manager.
b. External report: Discovery of
compliance information by an independent external auditor, system audit, or
inspector selected by and reporting to the Board.
c. Direct inspection: Discovery of compliance information by the
Board as a whole, or by a Board member or committee if duly assigned.
5.3 Any
policy can be monitored by any method at any time the Board chooses.
5.4 In
every case, the standard for compliance shall be any reasonable General
Manager interpretation of the Board policy being monitored.
5.5 All
policies which instruct the General Manager will be monitored at a
frequency and by a method chosen by the Board. The Board can monitor any
policy at any time by any method, but will ordinarily depend on a routine
schedule.
On behalf of the members and potential members, the Board
will govern the Saskatoon City Employees Credit Union with a strategic
perspective, attending to its leadership role and to its continual
improvement in defining values and vision. Members will take
priority over potential members.
1. Governing
Style
The
board will govern with an emphasis on (a) outward vision rather than an internal
preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic
leadership, (d) clear distinction of board and General Manager roles, (e)
collective decisions, (f) future rather than past or present, and (g)
proactivity rather than reactivity.
a. The board will cultivate a sense of group responsibility. The board, not
the staff, will be responsible for excellence in governing. The board will be
the initiator of policy, not merely a reactor to staff initiatives. The board
will use the expertise of individual members to improve the ability of the board
as a body, rather than to substitute the individual judgements for the board's
values.
b. The board will direct, control and inspire the organization through the
careful establishment of broad written policies reflecting the membership's
values and perspectives. The board's major policy focus will be on the intended
ENDS of the organization, not on the administrative or programmatic means of
attaining those ENDS.
c. The board will enforce upon itself whatever discipline is needed to
govern with excellence. Discipline will apply to matters such as attendance,
preparation for meetings, policy making principles, respect of roles, and
ensuring the continuance of governance. Matters of a disciplinary nature will
be carried out by the Board.
d. Continual board development will include orientation of new board members
in the board's governance process and periodic board discussion of process
improvement.
i.
The Board will prepare and regularly review a manual that would provide
generalities of the “Carver Model Process”.
ii.
The Board will prepare and regularly review procedural documentation of
the board governance process.
iii. To
annually invite a “Carver” coach to review the Carver Model in action providing
the SCECU Board with feedback on board operation and board meetings.
i.
The board will prepare and regularly review a board self-evaluation
form complete with instructions on the proper completion of the form.
e. The board will allow no officer, individual or committee of
the board to hinder or be a reason for not fulfilling its commitments.
f. The board will monitor and discuss the board's process and performance at
each meeting. Self-monitoring will include comparison of board activity and
discipline to policies in the GOVERNANCE PROCESS and BOARD-STAFF LINKAGE
categories.
2.
Board Job Description
Specific jobs of the board, as an informed agent of the membership,
are those that ensure appropriate organizational performance.
a. The board will provide the link between the organization and the
membership as owners.
b. The board will provide written governing policies that, at the broadest
levels, address each category of organizational decision.
i. ENDS: Organizational products, impacts, benefits,
outcomes, recipients, and their relative worth (what good for which
recipients at what cost)
ii. EXECUTIVE LIMITATIONS: Constraints on executive
authority, which establish the prudence and ethics boundaries within which all
executive activity and decisions must take place.
iii. GOVERNANCE PROCESS: Specification of how the
board conceives, carries out and monitors its own task.
iv. BOARD-STAFF LINKAGE: How power is delegated and
its proper use monitored; the General Manager role, authority, and
accountability.
c. The board will provide assurance of General Manager performance.
3.
Agenda Planning
To
accomplish its job products with a governance style consistent with board
policies, the board will follow an annual agenda which (a) completes a
re-exploration of all ENDS policies annually and (b) continually improves board
performance through board education and enriched input and deliberation.
a. The cycle will conclude each year at the
November regular meeting so that
administrative planning and budgeting can be based on accomplishing a one year
segment of the board's most recent statement of long term ENDS.
b. The cycle will start with the board's development of its agenda for the
next year.
i.
Consultations with selected groups in the membership, or other methods of
gaining ownership input will be determined and arranged in the first quarter, to
be held during the balance of the year.
ii. Governance education, and education related to ENDS
determination (eg. presentations by futurists, demographers, advocacy groups,
staff, etc.) will be arranged in the first quarter, to be held during the
balance of the year.
c. Throughout the year, the board will attend to consent agenda items as
expeditiously as possible. Discussion on consent agenda items will be
restricted to whether or not policy is being violated.
d. General Manager monitoring will be included on the agenda if monitoring
reports show policy violations, or if policy criteria are to be debated.
e. General Manager remuneration will be decided during the month of
November, after a review of monitoring
reports received.
4.
Chairperson's Role
The
Chairperson assures the integrity of the board's process and occasionally
represents the board to outside parties. Accordingly:
a. The job result of the chairperson is that the board behaves consistently
with its own rules and those legitimately imposed upon it from outside the
organization.
i. Meeting discussion content
will be only those issues which, according to board policy, clearly belong to
the board to decide, not the General Manager.
ii. Deliberation will be fair, and thorough, but also
timely, orderly, and kept to the point.
b. The authority of the chairperson consists in making decisions that fall
within topics covered by board policies on GOVERNANCE PROCESS and BOARD-STAFF
LINKAGE, except where the board specifically delegates portions of their
authority to others. The chairperson is authorized to use any reasonable
interpretation of the provision in these policies.
i. The chairperson is empowered to chair board
meetings with all the commonly accepted power of that position (e.g., ruling,
recognizing).
ii. The chairperson has no authority to make decisions
about policies created by the board within ENDS and EXECUTIVE LIMITATIONS policy
areas.
iii. The chairperson has no authority to supervise or
direct the General Manager.
iv. The chairperson may represent the board to outside parties in
announcing board-stated positionsand in stating chair decisions and
interpretations within the area delegated to her or him.
v. The chairperson may delegate this authority, but
remains accountable for its use.
5.
Board Members' Code of Conduct
The
board commits itself and board members to ethical, businesslike, and lawful
conduct, including proper use of authority and appropriate decorum when acting
as board members.
a. Board members must represent unconflicted loyalty to the interests of the
ownership. This accountability supersedes any conflicting loyalty such as that
to advocacy or interest groups and membership on other boards or staffs. It also
supersedes the personal interest of any board member acting as a customer of the
Credit Union.
b.
The required standards expected of a director are that he/she displays
the levels of care, diligence and skill that a reasonably prudent, informed
person would display in comparable circumstances. No director shall be held
liable for any loss or misfortune which may occur in the execution of their
respective office, unless such loss occurred as a result of their failure to
exercise the powers and discharge the duties of their office honestly, in good
faith, and in the best interests of the Credit Union, with the degree of care,
diligence, and skill level expected.
c. Board members must avoid conflict of interest to their fiduciary
responsibility. A director found to not have disclosed information pertaining
to a conflict situation shall be removed from the Board.
i. There must be no self-dealing or any conduct of
private business or
personal services between any board member and the
organization except as procedurally controlled to assure openness, competitive
opportunity and equal access to "inside" information.
ii. When the board is to decide upon an issue about
which a member has an unavoidable conflict of interest, that member shall absent
herself or himself without comment from not only the vote, but also from the
deliberation.
iii Board members must not use their positions to
obtain employment for themselves, family members or close associates. Should a
board member desire employment, he or she must first resign.
iv.
Board members will annually disclose their involvements with other
organizations, with vendors, or any other associations that might produce a
conflict.
d.
All directors are required to attend a minimum of 75% of all board
meetings, calculated from the first meeting after the Annual General Meeting to
the last regular meeting of the board before the next Annual General Meeting
unless excused by Board motion. By failing to meet such standard, directors may
be removed from their position by a majority vote of the directors at a
regularly scheduled meeting.
6. Board Committee Principles
Board members may not attempt to exercise
individual authority over the Credit Union except as explicitly set forth in
board policies.
a. Board members' interaction with
the General Manager or with staff must recognize the lack of authority vested in
individuals except when explicitly board authorized.
b. Board members' interaction with public, press or
other entities must recognize the same limitation and the inability of any board
member to speak for the board except to repeat explicitly-stated board
decisions.
c. Board members will not make
individual judgments of General Manager or staff performance.
7.
Confidentiality
Board members will respect the confidentiality
appropriate to issues of a sensitive nature.
8.
Committees
If Board committees are necessary, they will assist in the board's job only;
never interfering in the direct link between the Board and the General Manager,
and never fragmenting the wholeness of the Board's job. Accordingly:
a. Committees will be used sparingly and ordinarily in an ad hoc capacity.
b. Board committees are to help the board do its job, not to help or advise
the staff. Committees ordinarily will assist the board by preparing for its
deliberation, policy alternatives and their implications. In keeping with the
board's broader focus, board committees will normally not have direct dealings
with current staff operations.
c. Board committees may not speak or act for the board except when formally
given such authority for specific and time-limited purposes. Expectations and
authority will be carefully stated in order not to conflict with authority
delegated to the General Manager.
d.
Board committees cannot exercise authority over the General Manager.
e. Board committees are to avoid over-identification with organizational
parts rather than the whole. Therefore, a board committee which has helped the
board create policy alternatives on some topic will not be used to
monitor Credit Union performance on that same subject.
f. This policy applies to any group which is formed by board action, whether
or not it is called a committee and regardless whether the group includes board
members. It does not apply to committees formed under the authority of the
General Manager.
9.
Cost of Governance
The board will invest in its governance capacity to increase its effectiveness.
Accordingly:
a. Board skills, methods, and supports will be sufficient to assure governing
with excellence.
i. Training and retraining will be used to increase
and maintain the existing board member skills and understanding, and for the
orientation of candidates for board membership.
ii. Outside monitoring assistance will be arranged so
that the board can exercise confident control over organizational performance.
This includes, but is not limited to, fiscal audits.
iii. Outreach mechanisms will be used to ensure the
board's ability to listen to owner viewpoints and values.
b.
Costs will be prudently incurred, though not at the expense of
endangering the development and maintenance of the Board’s level of expertise in
governance. The Board will submit its budget estimates for the following items
by November 30th of each year.
i. Up to $7000 in each
fiscal year for training, including
attendance at conferences and workshops.
ii. Up to $19000 in each
fiscal year for audit and other
third-party monitoring of organizational performance.
iii. Up
to $2500 in each fiscal year for
surveys, focus groups, opinion analyses, and meeting costs.
iv.
$1000 in each fiscal year to
fund the Boyd Johnson Memorial Scholarship.
v.
Up to $2000 in each fiscal year
to fund the celebration of achievement of the Ends.
b.
Where possible, the Credit Union will transfer all substantial liability
risks to an insurance company, in order that all or part of the risk is reduced
to the level of the insured deductible. The main determining factor in
purchasing such insurance will be the potential loss measured against the amount
of the premium. A review of all insurance coverages will be conducted on an
annual basis as part of the external audit.
10.
Celebration of Achievements
The Board will celebrate achievement of ENDS with the staff.
11.
Emergency Meetings
Any director, or the General
Manager, may call a special meeting of the Board, without notice. An effort
shall be made to contact all Board members to solicit their attendance. The
majority vote of the entire Board shall be necessary to take any action at such
an emergency meeting.
12.
Remuneration of the Board
The directors of the Credit Union
shall be reimbursed for their services. Any such reimbursement is designed to
offset expenses and not to directly provide a benefit. Details of the schedule
of remuneration are as follows:
Stipend
Each director will receive an
annual stipend in the amount of $475 to offset personal expenses incurred as a
result of their attendance at credit union meetings.
Mileage
Each director, travelling with
their personal vehicle while on credit union business, will receive a mileage
reimbursement at the rate equivalent to the City of Saskatoon out of town rate.
Hotel/Meals/Airfare
Each director, while travelling
on credit union business, will be reimbursed for the actual costs of hotel
accommodations, meals, and airfare (at economy rates).
Service Charges
Directors are exempted from the
payment of Credit Union service charges.
Board Policy
