Saskatoon City Employees Credit Union

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Saskatoon City Employees Credit Union 

The following is a reproduction of the current Board Policy in use by the Board of Directors of the Saskatoon City Employees' Credit Union Limited

Beginning in 1997, the Board of Directors of the Saskatoon City Employees' Credit Union embarked on a project of changing the governance model under which they guide the operations of the credit union.  The following policy is an adaptation of the Carver Model of Board Governance (TM).  If you would like to learn more about this style of Board Governance, please visit their website.

BOARD GOVERNANCE POLICY

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 i4 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.

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1. Accountability of the General Manager

1.Treatment of Members Internal Annually (January)

2. Treatment of Staff External Annually (October)

(from staff)

3. Financial Planning/Budget Internal Quarterly

4. Financial Condition/Activity Internal Monthly

External Annually (February)

5. Emergency GM Succession Internal

6. Asset Protection Internal Annually (January)

External Annually (January)

7. Compensation & Benefits Internal Annually (March)

8. Communication & Support Direct Monthly at

to the Board Inspection Board Meetings

by Board

9. Informed Staff Internal Annually (January)

10. Achievement of Ends Internal Annually (October)

GM Report

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.

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 job outputs of the board, as an informed agent of the membership, are those that ensure appropriate organizational performance.

a. The board will produce the link between the organization and the membership as owners.

b. The board will produce written governing policies that, at the broadest levels, address each category of organizational decision.

1. Ends: Organizational products, impacts, benefits, outcomes, recipients, and their relative worth (what good for which recipients at what cost)

11. Executive Limitations: Constraints on executive authority, which establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

111. 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 produce 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.

1. 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.

11. 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.

1. Meeting discussion content will be only those issues which, according to board policy, clearly belong to the board to decide, not the General Manager.

11. 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.

1. 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 positions and 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 1055 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.

1. 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, 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.

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 superior capability. 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 2000 for audit and other third-party monitoring of organizational performance.

iii. Up to S2500 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.

 

c. 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.

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 each Board member 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 traveling 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.

Long Term Service Awards

Upon retirement or displacement from the Board of Directors, a director will be

entitled to the following:

After 3 Years service - Plaque/Pen set

After 6 Years service - Gift = $20/yr

After 9 Years service - Gift = $40/yr

Special Recognition

By motion, the Board may from time to time, recognize extraordinary service to any one director or directors.

13.        Board of Directors Charitable Donations Policy

 

The Board of Directors will direct the General Manager to make an annual donation of up to $1.000.00 to a registered charity in the health care field.

 

The General Manager will provide recommendations to the Board as to the recipient of the donation from either direct requests received or his or her knowledge of a qualifying fund raising project.

 

Recommendations for the donation would not be restricted to the General Manager as staff and director input into identifying a recipient would also be considered.

 

The timing of making the donation would not be restricted to any specific time of the year, but under normal circumstances recommendations will be considered in the fall of the year.

 

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ENDS 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.