Knowledge Share

POCUA MEMBER QUESTIONS and Answers, April 14, 2021

Q: "We are looking at revamping our Annual Meeting process and are asking if you’d share how you conduct the following:

How long are your Director terms and do you have term limits? We would like to expand our limits from two years to three years.

How do you conduct your voting i.e., in-house, electronic, other? If electronic what company do you use and would you share the cost?

Would you share your Board of Directors qualifications needed to be eligible to run? Do you run everything through a Nominating Committee and only forward the number of eligible applicants to fill the open seats so there is no voting?"

A1: Our Board Members serve three year terms and there are no term limits. We have a nine member board. Each year, three board seats are up for nomination. In order to be eligible to be nominated to run for the board, you have to be a member in good standing, have served the credit union on a committee for at least one year (if you are not already an incumbent), and have a credit score of at least 600. Each year, a nominating committee is appointed by the President of the Board to vet the candidates and present three for nomination. If a member of the credit union were to run by petition and obtain the requisite number of signatures, we would use an outside firm (typically our internal auditor) to run the election.

A2: Our Board of Directors has seven members, each with a three year term. The terms are staggered so that at least two members are up for election each year, and three directors are up for election every third year.

Voting has been conducted by mailed ballots however members can also cast their vote on line. Candidates are nominated by a Nominating Committee, one nominee for each open seat, so no actual voting occurs.

However, under the California Corporations Code, a member could cause his or her name to be placed on the ballot by submitting a petition signed by at least 100 credit union members. In that event, there would be an election held. That has happened once in the last 5 years.

In the past we have used CUES (Credit Union Executive Services) to conduct our balloting.

Our Board candidates have often come from the Supervisory Committee. If a seat becomes vacant in mid-term, the Board can appoint a member in good standing to complete the term, and be nominated as an incumbent for a full term in the next election.

Two years ago the Board established an Associate Director position. This person is a non voting member of the Board who participates in all Board activities and could be tapped to fill a vacancy. The Board put out a notice to interested members to submit a resume for the Associate Director position and selected one applicant out of approximately 8 applicants. Several applicants had relevant industry experience. The Board’s focus has been on knowledge and understanding of the non-profit business model.

Massive breach at health care company Anthem Inc.

Elizabeth Weise, USATODAY 9:26 a.m. EST February 5, 2015 (http://www.usatoday.com/story/tech/2015/02/04/health-care-anthem-hacked/22900925/)

This breach is affecting 80 million people throughout the US. Some of your members may be included in this breach…and perhaps future breaches in 2015.