Board of Directors Job Description
Reports to: National Institutes of Health Federal Credit Union (NIHFCU) Members
Supervises: President /Chief Executive Officer
This document describes (1) the general responsibilities of the Board of Directors on which each Director holds collective responsibility; (2) the duties of the officers of the Board of Directors who are elected by the Directors; (3) the duties, responsibilities, knowledge, skills, and abilities required of each Director individually; and (4) process for removal of a Director should that become necessary.
Duties and Responsibilities of the Board of Directors
The Board of Directors is responsible for the general direction and control of the NIHFCU. The Board may delegate operational functions to Senior Management, but not responsibility for ensuring the credit union operates with the highest ethical standards in accordance with all applicable Federal and state laws and regulations.
Ensure the NIHFCU maintains its sound financial condition;
Review and supervise the President /Chief Executive Officer’s progress in achieving goals and objectives; and,
Report to members at the annual meeting on the overall status of the credit union
Approve the proper bond and fidelity coverage for officers and employees.
Hire a President/CEO and determine responsibilities and compensation.
Establish and amend, as approved by NCUA, the field of membership of the NIHFCU.
Authorize the charge-off of delinquent loans.
Appoint, control and direct the financial officer who will have custody of all funds, securities, papers and assets of the NIHFCU.
Represent the best interests for members, who are both owners and members.
Provide on-going strategic leadership, sustaining and supporting the NIHFCU vision, mission, values, and strategic direction.
Develop and approve the NIHFCU Strategic Plan and assure that the annual business plan and operating budget are consistent with the strategic plan.
Request approval of the NIHFCU charter and non-standard bylaw amendments from the National Credit Union Administration (NCUA).
Elect Board officers and fix compensation of specified officer.
Actively promote board development.
Appoint Supervisory Committee.
Establish and appoint Board committees.
Appoint Loan Officer(s).
Approve a Membership Officer to act on membership applications.
Approve a Security Officer to supervise the NIHFCU security program.
Approve and maintain oversight of operating policies and procedures to ensure they are in accordance with legal and regulatory requirements and consistent with the NIHFCU vision and strategic direction.
Approve loan policies regarding loan maximums, interest rate, maturity, and security.
Approve collection policies and procedures, and fix late charges.
Maintain a records preservation program.
Meet at least monthly and maintain Board meeting minutes.
Plan and hold the annual meeting, report to members, and maintain minutes.
Determine classes of accounts and fix maximum individual share limit, when appropriate.
Designate depository funds.
Authorize investments and borrowing.
Declare dividends and interest refunds.
Authorize necessary insurance.
Provide necessary service facilities.
Officers of the Board of Directors
The Board of Directors has a Chair, Vice Chair, Secretary, and Treasurer who are elected annually by the Board from among its members.
Chair, Board of Directors Duties:
To act as the chief elected official of the NIHFCU. Preside at all meetings of the Board and member meetings.
Lead all meetings of the Board and member meetings.
Assign Directors to Board Committees. Initiate the formation of Committees not required by law.
Vice Chair, Board of Directors Duties:
To exercise all duties of the elected chair when the chair is unable to perform them.
Exercise the duties of the elected chair when that person is unable to perform them.
Secretary, Board of Directors Duties:
To oversee the preparation, maintenance, and completion of records of all meetings of the members, and of the Board.
Prepare and maintain full and complete records of all meetings of members and of the Board within 7 days of each meeting.
Prepare and send out notices of meetings to be held.
Perform other duties as noted.
Treasurer, Board of Directors:
To monitor the financial management of the credit union subject to limitations, controls and delegations the board may impose.
The Board Treasurer shall prepare and provide, or cause to be prepared and provide, appropriate reports to the members of the Credit Union.
The Board Treasurer shall also perform any other duties as directed by the Board not inconsistent with applicable law and the Bylaws of the NIHFCU.
The Treasurer is responsible for overseeing management activities to assure the accuracy and safekeeping of all assets including funds, securities, bank papers and any other items of value.
General Duties of Each Individual Director:
A Director must carry out his/her duties in good faith, in a manner reasonably believed to be in the best interest of the membership, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
A Director must administer the affairs of the NIHFCU fairly and impartially, and without discrimination in favor of, or against, any particular member.
A Director must have at least a working familiarity with basic finance and accounting practices, including the ability to read and understand the NIHFCU balance sheet and income statement, and the ability to ask, as appropriate, substantive questions of management and auditors.
A Director must conduct the operations of the NIHFCU in conformity with the Federal Credit Union Act, NCUA’s Rules and Regulations, other applicable laws, and sound business practices.
A Director may rely on information prepared, or presented by, employees or consultants he/she reasonably believes to be reliable and competent, and who merit confidence in the particular functions performed.
Primary Responsibilities of Each Individual Director
Understand, support and promote the NIHFCU’s vision, mission, values and strategic direction, as well as its products and services.
Follow trends and important developments in the financial services industry and the NIHFCU’s marketplace; be aware of local and national economic and social trends, and their possible effects on the NIHFCU.
Contribute proactively and constructively to the Board’s success in carrying out its governance responsibilities as described; hold self and the Board accountable for acting to ensure the long-term competitive success of the NIHFCU.
Prepare for, and actively participate in, Board meetings; meet the Board’s established attendance requirements.
Actively participate on at least one standing Board Committee.
Be objective, exercise independent judgment, ask questions, and request information in advance that is needed to make informed decisions; seek to achieve consensus on important Board matters.
Avoid, in fact and in perception, conflicts of interest that might embarrass or call into question the integrity of the Board or the NIHFCU, and disclose to the Board, in a timely manner, any possible conflicts.
Focus attention on long term and significant policy issues, rather than short-term administrative matters.
Respect the responsibility of the President/CEO to manage the staff and operations of the NIHFCU; ensure that any communication with staff below the President/CEO level does not undermine the relationship between the President/CEO and the staff or Board.
Complete all Board and Committee assignments in a responsible and timely manner.
Demonstrate a willingness to learn; fulfill the educational requirements established by the Board; attend and participate in conferences and educational workshops.
Visit the NIHFCU’s office and branches to observe the daily business operations, meet the staff, and gain first-hand perspective on member services and operational issues.
Maintain open communication with other Board members, and the President/CEO and staff; promote relationships built on respect and trust; respond to requests for advice and assistance in a timely and helpful manner.
Take advantage of opportunities to enhance the NIHFCU’s public image and market its services in the community and with sponsor officials.
Respect the confidentiality of members’ business with the NIHFCU.
Act at all times in the best interests of member-owners and -customers.
Knowledge, Skills, and Abilities of a Director
Maintain NIHFCU membership in good standing and meet all NCUA-established Director requirements as noted in Section 1761 of the Federal Credit Union Act. Adhere to requirements of the NIHFCU Bylaws, as enacted and modified.
Professional background in a discipline important to the NIHFCU’s success, e.g., finance, planning, marketing, customer service delivery, human resources, information systems, etc.
Familiarity with the financial services industry, and an understanding of the basics of the business, and how a credit union achieves profitability, builds capital, develops and prices products, delivers service, and in general, mediates between savers and borrowers.
At a minimum, after appropriate training if needed, a Director must be able to examine the NIHFCU’s balance sheet and income statement, and be able to answer the following questions
What does this line item mean?
Why is it important to the credit union?
Is the value of the line item changing over time? If so, what does that change (either positive or negative) mean?
Is the change important to the credit union?
An understanding of the basics of strategic and business planning.
Willingness to speak up, to objectively consider and debate alternate or opposite points of view, to raise difficult issues, and to engage in reaching consensus on important issues.
Willingness to commit time and actively participate, both in attendance and in meeting contributions.
Ability to balance the need for managing the NIHFCU as a business with the need to understand and be responsive to the short and long-term interests of the NIHFCU’s members and customers.
Good problem-analysis and decision-making skills.
Willingness to be accountable for results.
Good teamwork and group process skills.
Be decisive, proactive and action-oriented.
Commitment to the ideals and values of the credit union movement, and desire to contribute to the movement’s continued viability and growth.
Removal from the Board
While all credit unions hope they will never have to remove a Director from office, and in fact this is uncommon, it is sometimes necessary. In a Federal credit union, a Director may be removed from office in one of three ways.
A majority vote of the members present at a special meeting called for that purpose may cause a Director’s removal. The Director must first have an opportunity to speak in his/her defense.
If a Director fails to attend regular meetings of the Board for three consecutive months or otherwise fails to perform his/her duties, that office may be declared vacant by the Board. A new Director is appointed by the Board to fill that position until the next general election by the full membership of the credit union.
By unanimous vote, the Supervisory Committee may suspend any Director until a meeting of the general membership of the credit union. A special membership meeting must held seven-to-fourteen days after the suspension and the general membership will determine whether the Director is removed or reinstated.
Board of Directors Application
Dear Credit Union Member,
Thank you for your interest in serving on the NIHFCU Board of Directors. There are 3 Director positions open for the 2021 election (to be held March 1-April 16, 2021). These positions are on a volunteer basis and are non-compensated. If you are interested in serving, please apply by completing the process as described below. You must meet all deadlines to be eligible for consideration.
To be considered for the 2021 Board of Directors ballot, please click the “Apply Now” button below. Your application must be submitted by November 30, 2020 to be considered.
The online application must be completed in one session (partial applications cannot be saved for future completion.) Thus, we recommend reviewing the application first before starting.
Should you have questions regarding the application, please email us at email@example.com. We highly recommend submitting electronically. However, you can also submit your application to the above email address or mail to: NIH Federal Credit Union, Attn: 2020 Nominations, PO Box 6475, Rockville, MD 20849-6475. Again, your application must be received by November 30, 2020 to be considered. NIHFCU nor the Nominating Committee are responsible for failure to receive material by this deadline for any reason. All materials submitted will become the property of the NIHFCU and will not be returned.
The Nominating Committee (NC) will review all submissions for completeness and accuracy and for background and skills that will complement the current Board of Directors. You may be asked to provide your resume or personal vitae.
The NC may also ask applicants to be present for an interview at a time, date and location of their choosing, if necessary to complete their selection process. Failure to provide a resume or personal vitae, or to appear for an interview, if requested, may result in forfeiture of consideration for candidacy. If you are selected by the NC, at the end of the nomination period, the Committee will file its nominations with the Secretary of the Board of Directors (or a designee) and your name will be placed on the ballot. You will be notified of the Committee’s decision in early December 2020.
All decisions of the Nominating Committee are final. However, if you are not chosen by the NC, you can petition to get your name on the ballot. Information on the petition process will be provided to the NIHFCU membership in early January 2021.
The results of the election will be announced at the April 21, 2021 Annual Meeting, and should you be elected to the Board, your term will commence at our April 22, 2021 Board Meeting.
Thank you again for your interest.
Donna Adderly – Chair, NIHFCU Nominating Committee