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Board Member Online Guide

  • Directorship



    The Board of Directors of the Credit Union adopt this Directorship Policy for the purpose of setting requirements and guidelines for directors and to state the view of the board in its role in guiding the credit union, in accordance with the National Credit Union Administration (NCUA) and the Federal Credit Union Act.

    The Board’s Role in Building The Credit Union

    The Board of Directors believes that the quality of a credit union’s leadership is one of the most important factors in its success. As a result, it is this Board’s position that each Director must maintain a high level of competence and understanding in all areas of the credit union’s policies. This is accomplished through planning, adopting appropriate policies, and oversight of the credit union’s management.


      The Board of Directors views its role in guiding the Credit Union as:

      1. Providing safe and sound financial stewardship of the assets of the Credit Union.
      2. Providing the membership with the high-quality financial services at competitive prices.
      3. Providing opportunities for the membership to improve their economic and social condition.
      4. Complying with all applicable laws and regulations including Article VI of the Bylaws of the Credit Union.
    • To be on the Limestone Federal Credit Union Board, you must be 18, a good-standing member, and meet certain standards. This includes not having recent legal or financial issues, and not working for the credit union in the last 24 months.


      Selecting individuals to serve on the Board of Directors involves a crucial process of nominations and elections. It builds a strong team where each member brings something special to the table that strategically aligns with the organizations mission, vision, and goals.

      While the nominations are determined by internal and external key individuals, the electoral process is determined by the membership. The nomination and election process take three steps; nominations, review, and election.

      Step 1 – Nominations

      First, potential candidates are suggested from various sources, including recommendations from within the organization and input from the membership. This process begins after the January board meeting and goes until the board meeting that falls before the organizations Annual Meeting (held around April or May of the current fiscal year).

      Step 2 – Review

      Then, a dedicated committee reviews these candidates, considering their skills, knowledge, and how well they match the organization’s needs. This process ensures a well-rounded and capable board.

      Step 3 – Election

      Finally, the actual election takes place. The election takes place at the annual meeting – the membership will have the opportunity to cast their votes. This step solidifies the chosen directors, creating a team that’s ready to guide the organization towards success. This careful and thorough process ensures the board is made up of individuals who not only understand the Limestone FCU’s goals but also represent the diverse interests of its membership.


      In order to serve on the Board of Limestone Federal Credit Union, the following eligibility requirements must be met:

      1. Must be 18 years of age.
      2. Must be a member in good standing, according to reasonable criteria established by the Board.
      3. Must not have been removed as a director, associate director, officer, committee member, or employee of a financial institution by a federal regulator, a state regulator, or a court of competent jurisdiction.
      4. May not have been convicted of a crime involving dishonesty or breach of trust within the preceding 20 years.
      5. Must not be habitually negligent in paying his or her financial obligations, as determined by criteria reasonably established by the Board.
      6. Has not been employed by the credit union in the preceding 24 months.
      7. Must be an acceptable bonding risk by a bonding company licensed to do business in this state.


    Board eligibility ensures that members meet specific criteria, promoting trust and reliability. These rules aim to maintain a strong and trustworthy Board for the benefit of all credit union members.

    Duties of the Board Officers

    The Board will elect a chairperson, vice-chairperson, treasurer, and secretary but may use different titles. The treasurer may also serve as the secretary. The duties of the officers are outlined in the Bylaws.

    The Board has the authority and responsibility for the general direction and control of the credit union’s business affairs, funds, and records. While a federal credit union, the board of directors may delegate the execution of operational functions to Federal credit union personnel, the ultimate responsibility of each Federal credit union’s board of directors for that Federal credit union’s direction and control is non-delegable.


    • The following duties of the Board that may not be delegated include, but are not limited to:
      1. Filling a vacancy on the Board until a successor is elected by the members.
        Establishing the maximum amount of secured and unsecured loans made by the credit union (subject to restrictions under the Federal Credit Union Act), and any limitations under the credit union’s Bylaws.
      2. Employing a CEO and fixing their compensation.
      3. Approving an annual operating budget.
      4. Acquiring, selling, or encumbering property.
      5. Appointing special committees as the Board deems necessary.
      6. Borrowing money.
      7. Fixing the amount of the surety bonds for all officers and employees handling money.
      8. Determining the par value of shares.
      9. Recommending changes in the Bylaws to the members.
      10. Adopting investment policies.
      11. Adopting other policies necessary for the operation of the credit union.
      12. Establishing the titles of Board officers.
      13. Performing any other duties required by the members.
    • The following operational duties may be delegated to the CEO (who has the authority to delegate them further):
      1. Approving, disapproving, or otherwise acting on membership applications.
      2. Determining the interest rates on loans and deposits.
      3. Hiring employees, other than the CEO, and fixing their compensation.
      4. Making and selling investments according to investment policies adopted by the Board.
      5. Designating one or more depositories for funds.
      6. Establishing procedures to implement policies of the Board.
      7. Establishing internal controls as necessary.



    Culture of Compliance

    The Board of Directors will promote a culture of compliance within the Credit Union based on FinCEN’s requirements in correlation with the Bank Secrecy Act and as outlined in BSA Policy.


    • Each Director and Associate Director are required to devote sufficient time and effort to maintain a strong understanding and awareness of issues affecting the credit union. It is the policy of this credit union that Directors and Associate Directors attend all regular and special meetings of the board unless otherwise excused. If a member of the Board of Directors fails to attend the regular or special meeting of the Board for three (3) consecutive meetings, the office may be declared vacant by the Board and the vacancy shall be filled.

      It is important that Board meetings are an efficient use of time. It is the policy of this credit union that a clear agenda will be developed prior to each meeting and adhered to at all Board meetings, board packets will be made available three to five days prior to the board meeting. Packets will be sent to CU owned devices. Prior to attending the meeting, all Directors are expected to review the information contained in the packets.

    • Directors must maintain the integrity of the credit union by ensuring compliance with all applicable laws and regulations. It is of primary importance that credit union management provides Directors with materials necessary for understanding new legal and regulatory requirements, and what changes may be necessary for implementation. When appropriate, professional counsel will be sought to ensure an appropriate level of understanding by Directors and compliance with all regulations.

    • Directors are responsible for maintaining safe and sound operations over time and for assuring that the credit union is strategically positioned for future operations. Several areas of the credit union’s overall operations contribute to maintenance of continuity. Each of these areas is addressed in the policies and procedures of this credit union.



    Strategic & Operational Planning

    It is important for Directors to be forward looking and to develop clear annual financial plans, member-service goals, and a vision for the credit union. Directors will engage in setting 3-5 year financial goals and other objectives, and annually perform a review and evaluation of the plan. A component of this process will be evaluating the Board’s effectiveness in providing the necessary tools for the credit union to accomplish its goals and objectives.

    • In order to determine the optimum level of capital, an assessment of credit union exposure to various risks must be made.

    • Credit union liquidity must be monitored regularly to ensure that there are sufficient funds on hand to meet operating expenses, fund loan commitments, cover savings outflows, and meet unexpected emergencies. Specific liquidity issues are covered in the liquidity policy and funds management policy of this credit union.
      Funds Management

      Funds management addresses the whole of a credit union’s asset and liability management (ALM). It sets financial goals and limits which guide the decision making of the credit union in the day-to-day management of its assets and liabilities. The Board will adopt and annually review a funds management policy.

    • It is the policy of this credit union that Directors understand the existence and types of risk of the credit union and take necessary steps to ensure adequate controls are in place to manage risk.

    • Hiring and retaining competent management is one of the most important duties of the Board. Clear short-term and long-term measurable performance standards for the Chief Executive Officer (CEO) will be developed and the CEO’s performance will be formally and objectively reviewed against these standards at least annually. It is also the responsibility of the Board to provide the CEO with adequate guidance and training to ensure successful implementation of the credit union’s strategic goals and the CEO’s performance measures. The Board will take appropriate action, up to and including removal, if the CEO, executive management, or any managers lack the competence or integrity to operate the credit union in a safe and sound manner.

    • The Board will maintain and annually review a written succession plan policy for the CEO position and for Director positions.



    Education & Self-Improvements As A Board of Director

    Education is a necessary element of maintaining Director competence and the confidence of the membership. It is expected that each Director will develop a level of confidence in the philosophical and financial topics that Directors need to discharge their duties under the Federal Credit Union Act, NCUA Rules and Regulations, and the Bylaws of this credit union.

    Both initial education for new Directors and ongoing education for current Directors is a requirement for serving as a Director of this credit union. There are many educational opportunities offered that specifically cater to Directors and it is expected that Directors of this credit union will avail themselves of these opportunities.


    • Board members, at the time of election or appointment, or within a reasonable time thereafter (not to exceed six months), must have at least a working familiarity with basic finance and accounting practices, including the ability to read and understand the Credit Union’s balance sheet and income statement and to ask, as appropriate, substantive questions of management and the internal and external auditors.

    • At a minimum, a director should be able to examine the Credit Union’s balance sheet, income statement, and be able to answer the following questions:

      1. What does this line item mean?
      2. Why is it important to the Credit Union?
      3. Is the value of the line item changing over time? If so, what does that change (either positive or negative) mean?
      4. Is the change important to the Credit Union?
    • The credit union will provide opportunities and funding for directors to acquire the skills needed to evaluate the credit union’s finances. Training will vary with each director’s skill set and background. Directors may obtain the necessary financial skills through internal credit union training, external training, self-education, on-the-job experience, or a combination of these activities.

      All new Directors are required to obtain a competency in the following areas:

      • History and philosophy of the credit union movement and this credit union.
      • Credit union system structure and products offered.
      • All services currently offered by the credit union and any research on proposed new product offerings.
      • General skills in management and personnel (including any legal requirements), strategic/operational planning, data processing, and budgeting.
      • Ability to read and understand financial statements.
    • All current Directors are required to maintain competency in all areas listed above for initial education, and to gain competency in the following areas:

      • Regulatory/Legal requirements for credit union operations.
      • Understanding of the local, national, and international economic and social environments and their effects on the credit union.
      • Understanding of competitive forces in the local marketplace and their effects on the credit union.
    • Directors must maintain the highest standards of personal and professional ethical conduct. Paramount is the maintenance of member confidentiality and credit union business confidentiality, and appropriate disclosure of any conflict of interest. Therefore, no Director shall discuss member or credit union information that is of a confidential nature unless it is in the furtherance of appropriate credit union business. Directors shall attempt to avoid conflicts of interest or the appearance of conflicts of interest. In the event that a conflict exists, a Director shall appropriately disclose the conflict and act accordingly. Board unity, which includes being unified on most matters, standing behind a decision once it has been made, and accepting the decisions of the group, is a measure of a Director’s integrity. Directors must administer the affairs of the Credit Union fairly and impartially and without discrimination in favor of or against any particular member.

    • Directors must use good faith and work for the best interests of the members and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Strategies and plans must be well thought out and appropriately documented. Leadership is exhibited by a strong commitment to board duties, a willingness to volunteer for committee assignments, being well prepared for board meetings, and working to accomplish the board’s goals and objectives. Decisions should be based on facts, strategic plans, and overall goals.

    • Directors will strive to develop sound policies and clearly and concisely state intentions, limitations, and controls that dictate specific courses of action. All policies will be reduced to writing and reviewed at least annually by the Board in accordance with the NCUA. During this annual review the Board will determine whether policies should be reaffirmed, amended, or discontinued.

    • Directors are expected to promote the credit union to members and potential members as their primary source for financial services. It is important that each Director have a full understanding of the credit union’s products and services and seeks to understand the service needs of members to fulfill this role.

    • As outlined in Article VI. Section 8 of the bylaws, a Director shall be removed from office for good cause or any other reason by a 2/3 vote of the Board. Good cause includes, but is not limited to: a violation of approved board approved policy, a breach of member or credit union business confidentiality, a breach of fiduciary responsibility, violation of a conflict of interest, or a violation of the NCUA Rules and Regulations, the Federal Credit Union Act, or Bylaws of this credit union.

      If a loan made to or cosigned, endorsed, or guaranteed by a Director, Supervisory Committee Member, Loan Committee Member, or special committee is more than two months delinquent, the individual will be removed from his or her position as Director or committee member, and he or she will be ineligible to serve as Director or committee member for two years.

      If a Board member no longer meets one or more of the eligibility requirements while serving as a director, he or she will be removed from office as outlined in Article VI. Section 8 of the bylaws.

      This policy will be made a part of the credit union’s overall operating policies and will be reviewed at least annually. At such review, each Director individually and all Directors as the Board, shall objectively analyze performance and compliance with this policy.

    Different Board Roles

    The Board of Directors is a dynamic assembly of individuals, each with distinct roles and responsibilities contributing to the governance and strategic direction of the organization. The Chairperson of the Board provides leadership, steering discussions, and representing the board externally, while the CEO serves as the link between the board and the executive team, ensuring seamless execution of strategies.

    The Treasurer manages financial affairs, and the Secretary maintains records, and the CFO provides financial expertise. Committee Chairs lead specialized groups focusing on crucial areas such as finance, HR, Auditing, and Board Member Nominations. Collectively, these individuals collaborate to ensure ethical governance, strategic decision-making, and sustainable financial and operational practices, safeguarding the organization’s success and integrity.

    • As Chair to the Board, this role is primarily responsible for assuring the entire governing body is fulfilling their roles and responsibilities while continuing to build relationships and hold a distinguished presence within the community.

    • The Vice Chairperson supports the Chairperson in their duties and may step into the role in the Chairperson’s absence. They collaborate with the Chairperson to maintain board effectiveness and may take on special assignments or responsibilities as delegated by the board leadership.


      The Treasurer is responsible for overseeing financial matters within the organization. This includes managing financial reporting, chairing the finance or audit committee, and ensuring compliance with financial regulations. The Treasurer plays a crucial role in advising the board on financial strategies and risks.


      The Secretary maintains official records of board meetings, including minutes and resolutions. They ensure that the board operates in compliance with legal and governance requirements. The Secretary is often the custodian of important corporate documents and plays a key role in facilitating communication between the board and stakeholders.


      Board Members are individuals who hold a crucial and multifaceted role in guiding the organization towards its strategic objectives and ensuring sound governance practices. Board members contribute their expertise, experience, and diverse perspectives to decision-making processes, actively participating in discussions that shape the company’s present and future.

    The Role of Committees

    Within the framework of the Board of Directors, committees play pivotal roles, each with a specialized focus contributing to the overall governance and efficiency of the organization. The Audit Committee is entrusted with the oversight of financial reporting, internal controls, and the integrity of the audit process. The HR Committee is responsible for reviewing and approving policies, and ensuring the CEO is ethically performing their duties. The Finance Committee, on the other hand, meticulously reviews and recommends executive compensation structures, aligning them with organizational goals. The Nomination and Governance Committee takes charge of board nominations and ensures adherence to robust governance practices.


  • By-Laws

    Limestone FCU’s By-Laws

    Limestone Federal Credit Union – A corporation chartered under the laws of the United States.


      Section 1. Name. The name of this credit union is as stated in Section 1 of the charter (approved organization certificate) of this credit union.

      “Limestone Federal Credit Union”

      Section 2. Purposes. This credit union is a member-owned, democratically operated, not-for- profit organization managed by a volunteer board of directors, with the specified mission of meeting the credit and savings needs of consumers, especially persons of modest means. The purpose of this credit union is to promote thrift among its members by affording them an opportunity to accumulate their savings and to create for them a source of credit for provident, business, or productive purposes.


      Section 1. Field of membership. The field of membership of this credit union is limited to that stated in Section 5 of its charter.

      “The field of membership shall be limited to those having the following common bonds:

      1. Persons who live, work, worship, or attend school in, and businesses and other legal entities located in the counties of Alger, Delta, Mackinac, or Schoolcraft, Michigan, a rural district; ‘

      and also included are spouses of persons who died while within the field of membership of this credit union, employees of this credit union, volunteers in the community, members of immediate family or household, and organizations of such persons.

      Section 2. Membership application procedures. Applications for membership from persons eligible for membership under Section 5 of the charter must be signed by the applicant on forms approved by the board. The applicant is admitted to membership after approval of an application by a majority of the directors, a majority of the members of a duly authorized executive committee, or by a membership officer, and after subscription to at least one share of this credit union and the payment of the initial installment, and the payment of a uniform entrance fee if required by the board. If a person whose membership application is denied makes a written request, the credit union must explain the reasons for the denial in writing.


      Section 3. Maintenance of membership share requirements. A member who withdraws all shareholdings or fails to comply with the time requirements for restoring his or her account balance to par value in Article III, Section 3, ceases to be a member. By resolution, the board may require persons readmitted to membership to pay another entrance fee.

      Section 4. Continuation of membership. Once a member becomes a member that person may remain a member until the person or organization chooses to withdraw or is expelled in accordance with the Act and Article XIV of these bylaws. A member who is disruptive to credit union operations may be subject to limitations on services and access to credit union facilities.

      Staff commentary on qualifications for membership: Entrance fee—YCVS may not vary the entrance fee among different classes of members because the Act requires a uniform fee. FCUs may, however, eliminate the entrance fee for all applicants.


      Section 1. Par value. The par value of each share will be $5.00. Subscriptions to shares are payable at the time of subscription, or in installments of at least 0.00 per month.

      Section 2. Cap on shares held by one person. The board may establish, by resolution, the maximum amount of shares that any one member may hold.

      Section 3. Time periods for payment anal maintenance of membership share. A member who fails to complete payment of one share within 10 days of admission to membership, or within 10 days from the increase in the par value of shares, or a member who reduces the share balance below the par value of one share and does not increase the balance to at least the par value of one share within 10 days of the reduction will be terminated from membership.

      Section 4. Transferability. Shares may only be transferred from one member to another by an instrument in a form as the board may prescribe. Shares that accrue credits for unpaid dividends retain those credits when transferred.

      Section 5. Withdrawals. Money paid in on shares or installments of shares may be withdrawn as provided in these bylaws or regulation on any day when payment on shares may be made, provided, however, that:

      1. The board has the right, at any time, to require members to give up to 60 days written notice of intention to withdraw the whole or any part of the amounts paid in by them.
      2. No member may withdraw any shareholdings below the amount of the member’s primary or contingent liability to the credit union if the member is delinquent as a borrower, or if borrowers for whom the member is co-maker, endorser, or guarantor are delinquent, without the written approval of the credit committee or loan Coverage of overdrafts under an overdraft protection policy does not constitute delinquency for purposes of this paragraph. Shares issued in an irrevocable trust as provided in Section 6 of this article are not subject to withdrawal restrictions except as stated in the trust agreement.
      3. The share account of a deceased member (other than one held in joint tenancy with another member) may be continued until the close of the dividend period in which the administration of the deceased’s estate is completed.
      4. The board will have the right, at any time, to impose a fee for excessive share withdrawals from regular share The number of withdrawals not subject to a fee and the amount of the fee will be established by board resolution and will be subject to regulations applicable to the advertising and disclosure of terms and conditions on member accounts.

      Section 6. Trusts. Shares may be issued in a revocable or irrevocable trust, subject to the following:

      When shares are issued in a revocable trust, the settlor must be a member of this credit union in his or her own right. When shares are issued in an irrevocable trust, either the settlor or the beneficiary must be a member of this credit union. The name of the beneficiary must be stated in both a revocable and irrevocable trust. For purposes of this section, shares issued pursuant to a pension plan authorized by the rules and regulations will be treated as an irrevocable trust unless otherwise indicated in the rules and regulations.

      Section 7. Joint accounts and membership requirements.

      Separate account required to establish membership

      Each member must purchase and maintain at least one share in a share account that names the member as the sole or primary owner. Being named as a joint owner of a joint account is insufficient to establish membership.


      Section 1. Annual meeting. The annual meeting of the members must be held no later than June 30, in the county in which any office of the credit union is located or within a radius of 100 miles of an office, at the time and place as the board determines and announces in the notice of the annual meeting.

      Section 2. Notice of meetings required.

      1. At least 30 but no more than 75 days before the date of any annual meeting or at least 7 days before the date of any special meeting of the members, the secretary must give written notice to each Notice may be by written notice delivered in person or by mail to the member’s address, or, for members who have opted to receive statements and notices electronically, by electronic mail. Notice of the annual meeting may be given by posting the notice in a conspicuous place in the office of this credit union where it may be read by the members, at least 30 days before the meeting, if the annual meeting is to be held during the same month as that of the previous annual meeting and if this credit union maintains an office that is readily accessible to members where regular business hours are maintained. Any meeting of the members, whether annual or special, may be held without prior notice, at any place or time, if all the members entitled to vote, who are not present at the meeting, waive notice in writing, before, during, or after the meeting.


      1. Notice of any special meeting must state the purpose for which it is to be held, and no business other than that related to this purpose may be transacted at the

      Section 3. Special meetings.

      1. Special meetings of the members may be called by the chair or the board of directors upon a majority vote, or by the supervisory committee as provided in these The chair must call a special meeting, meaning the meeting must be held, within 30 days of the receipt of a written request of 25 members or 5% of the members as of the date of the request, whichever number is larger. However, a request of no more than 750 members may be required to call a special meeting.
      2. The notice of a special meeting must be given as provided in Section 2 of this Special meetings may be held at any location permitted for the annual meeting.

      Section 4. Items of business for annual meeting anal rules of order for annual anal special meetings. The suggested order of business at annual meetings of members is–

      1. Ascertainment that a quorum is
      2. Reading and approval or correction of the minutes of the last
      3. Report of directors, if there is For credit unions participating in the Community Development Revolving Loan Program, the directors must report on the credit union’s progress on providing needed community services, if required by NCUA Regulations.
      4. Report of the financial officer or the chief management
      5. Report of the credit committee, if there is
      6. Report of the supervisory committee, as required by Section 115 of the
      7. Unfinished
      8. New business other than
      9. Elections, as required by Section 111 of the

      To the extent consistent with these bylaws, all meetings of the members will be conducted according to Roberts Rules of Order. The order of business for the annual meeting may vary from the suggested order, provided it includes all required items and complies with the rules of procedure adopted by the credit union.

      Section 5. Quorum. Except as otherwise provided, 15 members constitute a quorum at annual or special meetings. If no quorum is present, an adjournment may be taken to a date at least 7 but not more than 14 days thereafter. The members present at any adjourned meeting will constitute a quorum, regardless of the number of members present. The same notice must be given for the adjourned meeting as is prescribed in Section 2 of this article for the original meeting, except that the notice must be given at least 5 days before the date of the meeting as fixed in the adjournment.


      In-Person Elections; Nominating Committee anal Nominations from Floor


      Section 1. Nomination procedures. At least 30 days before each annual meeting, the chair will appoint a nominating committee of three or more members. It is the duty of the nominating committee to nominate at least one member for each vacancy, including any unexpired term vacancy, for which elections are being held, and to determine that the members nominated are agreeable to the placing of their names in nomination and will accept office if elected.

      Section 2. Election procedures. After the nominations of the nominating committee have been placed before the members, the chair calls for nominations from the floor. When nominations are closed, the chair appoints the tellers, ballots are distributed, the vote is taken and tallied by the tellers, and the results announced. All elections are determined by plurality vote and will be by ballot except where there is only one nominee for the office.

      Section 3. Order of nominations. Nominations may be in the following order:

      1. Nominations for directors.
      2. Nominations for credit committee members, if Elections may be by separate ballots following the same order as the above nominations or, if preferred, may be by one ballot for all offices.

      Section 4. Proxy anal agent voting. Members cannot vote by proxy. A member other than a natural person may vote through an agent designated in writing for the purpose.

      Section 5. One vote per member. Irrespective of the number of shares, no member has more than one vote.

      Section 6. Submission of information regarding credit union officials to NCUA. The names and addresses of members of the board, board officers, executive committee, and members of the credit committee, if applicable, and supervisory committees must be forwarded to the Administration in accordance with the Act and regulations in the manner as may be required by the Administration.

      Section 7. Minimum age requirement. Members must be at least 18 years of age by the date of the meeting (or for appointed offices, the date of appointment) in order to vote at meetings of the members, hold elective or appointive office, sign nominating petitions, or sign petitions requesting special meetings.


      1. Eligibility Requirements: The Act and the FCU Bylaws contain the only eligibility requirements for membership on an FCU’s board of directors, which are as follows:
        1. the individual must be a member of the FCU before distribution of ballots;
        2. the individual cannot have been convicted of a crime involving dishonesty or breach of trust unless the NCUA Board has waived the prohibition for the conviction; and
        3. the individual meets the minimum age requirement established under Article V, Section 7 of the FCU Anyone meeting the three eligibility requirements may run for a seat on the board of directors if properly nominated. It is the nominating committee’s duty to ascertain that all nominated candidates, including those nominated by petition, meet the eligibility requirements.


      1. Nomination Criteria for Nominating Committee: The FCU Act and the FCU Bylaws do not prohibit a board of directors from establishing reasonable criteria, in addition to the eligibility requirements, for a nominating committee to follow in making its nominations, such as financial experience, years of membership, or conflict of interest The board’s nomination criteria, however, applies only to individuals nominated by the nominating committee; they cannot be imposed on individuals who meet the eligibility requirements and are properly nominated from the floor or by petition.
      • Candidates’ Names on Ballots: When producing an election ballot, the FCU’s secretary may order the names of the candidates on the ballot using any method for selection provided it is random and used consistently from year to year so as to avoid manipulation or
      1. Secret Ballots: An FCU must establish an election process that assures members their votes remain confidential and secret from all interested If the election process does not separate the member’s identity from the ballot, FCUs should use a third-party teller that has sole control over completed ballots. If the ballots are designed so that members’ identities remain secret and are not disclosed on the ballot, FCUs may use election tellers from the FCU. In any case, FCU employees, officials, and members must not have access to ballots identifying members or to information that links members’ votes to their identities.
      2. Plurality Voting: At least one nominee must be nominated for each vacant When there are more nominees than seats open for election, the nominees who receive the greatest number of votes are elected to the vacant seats.
      3. Minimum Age Requirement: The age the board selects may not be greater than the age of majority under the state law applicable to the credit

      Section 1. Number of members. The board consists of  5                                                                                           members, all of whom must be members of this credit union. The number of directors may be changed to an odd number not fewer than 5 nor more than 15 by resolution of the board. No reduction in the number of directors may be made unless corresponding vacancies exist as a result of deaths, resignations, expiration of terms of office, or other actions provided by these bylaws. A copy of the resolution of the board covering any increase or decrease in the number of directors must be filed with the official copy of the bylaws of this credit union.

      Section 2. Composition of boaril. 0  directors or committee members may be a paid employee of the credit union.  0 immediate family members of a director or committee member may be a paid employee of the credit union. In no case may employees, family members, or employees and family members constitute a majority of the board. The board may appoint a management official who may not be a member of the board and one or more assistant management officials who may not be a member of the board. If the management official or assistant management official is permitted to serve on the board, he or she may not serve as the chair.


      Section 3. Terms of office. Regular terms of office for directors must be for periods of either 2 or 3 years as the board determines. All regular terms must be for the same number of years and

      until the election and qualification of successors. Regular terms must be fixed at the first meeting, or upon any increase or decrease in the number of directors, so that approximately an equal number of regular terms must expire at each annual meeting.

      Section 4. Vacancies. Any vacancy on the board, credit committee, if applicable, or supervisory committee will be filled as soon as possible by vote of a majority of the directors then holding office. If all director positions become vacant simultaneously, the supervisory committee immediately becomes the temporary board of directors and must follow the procedures in Article IX, Section 3. Directors and credit committee members appointed to fi11 a vacancy will hold office only until the next annual meeting, at which any unexpired terms will be filled by vote of the members, and until the qualification of their successors. Members of the supervisory committee appointed to fi11 a vacancy will hold office until the first regular meeting of the board following the next annual meeting of members, at which the regular term expires, and until the appointment and qualification of their successors.

      Section 5. Regular anal special meetings. A regular meeting of the board must be held each month at the time and place fixed by resolution of the board. One regular meeting each calendar year must be conducted in person. If a quorum is present in person for the annual in person meeting, the remaining board members may participate using audio or video teleconference methods. The other regular meetings may be conducted using audio or video teleconference methods. The chair, or in the chair’s absence the ranking vice chair, may call a special meeting of the board at any time and must do so upon written request of a majority of the directors then holding office. Unless the board prescribes otherwise, the chair, or in the chair’s absence the ranking vice chair, will fix the time and place of special meetings. Notice of all meetings will be given in the manner the board may from time to time by resolution prescribe. Special meetings may be conducted using audio or video teleconference methods.

      Section 6. Boaril responsibilities. The board has the general direction and control of the affairs of this credit union and is responsible for performing all the duties customarily performed by boards of directors. This includes but is not limited to the following:

      1. Directing the affairs of the credit union in accordance with the Act, these bylaws, the rules and regulations and sound business
      2. Establishing programs to achieve the purposes of this credit union as stated in Article I, Section 2, of these bylaws.
      3. Establishing a loan collection program and authorizing the charge off of uncollectible
      4. Establishing a policy to address training for newly elected and incumbent directors and volunteer officials, in areas such as ethics and fiduciary responsibility, regulatory compliance, and accounting and determining that all persons appointed or elected by this credit union to any position requiring the receipt, payment or custody of money or other property of this credit union, or in its custody or control as collateral or otherwise, are properly bonded in accordance with the Act and
      5. Performing additional acts and exercising additional powers as may be required or authorized by applicable law.


      Option 1. No Creilit Committee.

      1. Reviewing denied loan applications of members who file written requests for
      2. Appointing one or more loan officers and delegating to those officers the power to approve or disapprove loans, lines of credit or advances from lines of
      3. In its discretion, appointing a loan review committee to review loan denials and delegating to the committee the power to overturn denials of loan The committee will function as a mid-level appeal committee for the board. Any denial of a loan by the committee must be reviewed by the board upon written request of the member. The committee must consist of three members and the regular term of office of the committee member will be for two years. Not more than one member of the committee may be appointed as a loan officer.

      Section 7. Quorum. A majority of the number of directors, including any vacant positions, constitutes a quorum for the transaction of business at any meeting, except that vacancies may be filled by a quorum consisting of a majority of the directors holding office as provided in Section 4 of this article. Fewer than a quorum may adjourn from time to time until a quorum is in attendance.

      Section 8. Attendance and removal.

      1. If a director or a credit committee member, if applicable, fails to attend regular meetings of the board or credit committee, respectively, for 3 consecutive months, or 4 meetings within a calendar year, or otherwise fails to perform any of the duties as a director or a credit committee member, the office may be declared vacant by the board and the vacancy filled as provided in the
      2. The board may remove any board officer from office for failure to perform the duties thereof, after giving the officer reasonable notice and opportunity to be When any board officer, membership officer, executive committee member or investment committee member is absent, disqualified, or otherwise unable to perform the duties of the office, the board may by resolution designate another member of this credit union to fi11 the position temporarily. The board may also, by resolution, designate another member or members of this credit union to act on the credit committee when necessary in order to obtain a quorum.

      Section 9. Suspension of supervisory committee members. Any member of the supervisory committee may be suspended by a majority vote of the board of directors. The members of this credit union will decide, at a special meeting held not fewer than 7 nor more than 14 days after any suspension, whether the suspended committee member will be removed from or restored to the supervisory committee.


      Section 1. Board officers. The board officers of this credit union are comprised of a chair, one or more vice chairs, a financial officer, and a secretary, all of whom are elected by the board and from their number. The board determines the title and rank of each board officer and records


      them in the addendum to this article. No board officer may be compensated for services as determined by the board. If more than one vice chair is elected, the board determines their rank as first vice chair, second vice chair, and so on. The offices of the financial officer and secretary may be held by the same person. If a management official or assistant management official is permitted to serve on the board, he or she may not serve as the chair. Unless removed as provided in these bylaws, the board officers elected at the first meeting of the board hold office until the first meeting of the board following the first annual meeting of the members and until the election and qualification of their respective successors.

      Section 2. Election anal term of office. Board officers elected at the meeting of the board next following the annual meeting of the members, which must be held not later than 7 days after the annual meeting, hold office for a term of 1 year and until the election and qualification of their respective successors: provided, however, that any person elected to fi11 a vacancy caused by the death, resignation, or removal of an officer is elected by the board to serve only for the unexpired term of that officer and until a successor is duly elected and qualified. Section 3. Duties of Chair. The chair presides at all meetings of the members and at all meetings of the board, unless disqualified through suspension by the supervisory committee. The chair also performs other duties customarily assigned to the office of the chair or duties he or she is directed to perform by resolution of the board not inconsistent with the Act and regulations and these bylaws.

      Section 4. Approval required. The board must approve all individuals who are authorized to sign all notes of this credit union and all checks, drafts and other orders for disbursement of credit union funds.

      Section 5. Vice chair. The ranking vice chair has and may exercise all the powers, authority, and duties of the chair during the chair’s absence or inability to act.

      Section 6. Duties of financial officer.

      1. The financial officer manages this credit union under the control and direction of the board unless the board has appointed a management official to act as general Subject to limitations, controls and delegations the board may impose, the financial officer will:
        1. Have custody of all funds, securities, valuable papers and other assets of this credit
        2. Provide and maintain full and complete records of all the assets and liabilities of this credit union in accordance with forms and procedures prescribed in regulations and other guidance approved by the Administration, including, for small credit unions, the Accounting Manual for Federal Credit
        3. Within 20 days after the close of each month, ensure that a financial statement showing the condition of this credit union as of the end of the month, including a summary of delinquent loans is prepared and submitted to the board and post a copy of the statement in a conspicuous place in the office of the credit union where it will remain until replaced by the financial statement for the next succeeding
        4. Ensure that financial and other reports the Administration may require are prepared and
        5. Within standards and limitations prescribed by the board, employ tellers, clerks, bookkeepers, and other office employees, and have the power to remove these employees.


      1. Perform other duties customarily assigned to the office of the financial officer or duties he or she is directed to perform by resolution of the board not inconsistent with the Act, regulations and these
      1. The board may employ one or more assistant financial officers, none of whom may also hold office as chair or vice chair, and may authorize them, under the direction of the financial officer, to perform any of the duties devolving on the financial officer, including the signing of When designated by the board, any assistant financial officer may also act as financial officer during the financial officer’s temporary absence or temporary inability to act.

      Section 7. Duties of management official anal assistant management official. The board may appoint a management official who is under the direction and control of the board or of the financial officer as determined by the board. The management official may be assigned any or all of the responsibilities of the financial officer described in Section 6 of this article. The board will determine the title and rank of each management official and record them in the addendum to this article. The board may employ one or more assistant management officials. The board may authorize assistant management officials under the direction of the management official, to perform any of the duties devolving on the management official, including the signing of checks. When designated by the board, any assistant management official may also act as management official during the management official’s temporary absence or temporary inability to act.

      Section 8. Board powers regarding employees. The board employs, fixes the compensation, and prescribes the duties of employees as necessary, and has the power to remove employees, unless it has delegated these powers to the financial officer or management official. Neither the board, the financial officer, nor the management official has the power or duty to employ, prescribe the duties of, or remove necessary clerical and auditing assistance employed or used by the supervisory committee and, if there is a credit committee, the power or duty to employ, prescribe the duties of, or remove any loan officer appointed by the credit committee.

      Section 9. Duties of secretary. The secretary prepares and maintains full and correct records of all meetings of the members and of the board, which records will be prepared within 7 days after the respective meetings. The secretary must promptly inform the Administration in writing of any change in the address of the office of this credit union or the location of its principal records. The secretary will give or cause to be given, in the manner prescribed in these bylaws, proper notice of all meetings of the members, and perform other duties he or she may be directed to perform by resolution of the board not inconsistent with the Act, regulations and these bylaws.

      The board may employ one or more assistant secretaries, none of whom may also hold office as chair, vice chair, or financial officer, and may authorize them under direction of the secretary to perform any of the duties assigned to the secretary.

      Section 10. Executive committee. As authorized by the Act, the board may appoint an executive committee of not fewer than three directors to serve at its pleasure, to act for it with respect to the board’s specifically delegated functions. When making delegations to the executive committee, the board must be specific with regard to the committee’s authority and limitations related to the particular delegation. The board may also authorize any of the following to approve membership applications under conditions the board and these bylaws may prescribe: an executive


      committee; a membership officer(s) appointed by the board from the membership, other than a board member paid as an officer; the financial officer; any assistant to the paid officer of the board or to the financial officer; or any loan officer. No executive committee member or membership officer may be compensated as such.

      Section 11. Investment committee. The board may appoint an investment committee composed of not less than two, to serve at its pleasure to have charge of making investments under rules and procedures established by the board. No member of the investment committee may be compensated as such.

      Addendum: The board must list the positions of the board officers and management officials of this credit union. They are as follows:







      Management Officials


      Executive Assistant


      Section 1. Records of loan officer; prohibition on loan officer disbursing funds. Each loan officer must maintain a record of each approved or not approved transaction within 7 days of the filing of the application or request, and that record becomes a part of the records of the credit union. No individual may disburse funds of this credit union for any application or share withdrawal which the individual has approved as a loan officer.

      Section 2. Duties of loan officer. For each loan or line of credit, the loan officer must inquire into the character and financial condition of the applicant and the applicant’s sureties, if any, to ascertain their ability to repay fully and promptly the obligations incurred by them and to determine whether the loan or line of credit will be of probable benefit to the borrower. The loan officers should endeavor diligently to assist applicants in solving their financial problems.

      Section 3. Unapproved loans prohibited. No loan or line of credit may be made unless approved by a loan officer in accordance with applicable law and regulations.

      Section 4. Lending procedures. Subject to the limits imposed by law and regulations, these bylaws, and the general policies of the board, a loan officer determines the security if any required for each application and the terms of repayment. The security furnished must be adequate in quality and character and consistent with sound lending practices. When funds are not available to make all the loans and lines of credit for which there are applications, preference should be given, in all cases, to the applications for lesser amounts if the need and credit factors are nearly equal.


      Section 1. Appointment and membership. The supervisory committee is appointed by the board from among the members of this credit union, one of whom may be a director other than the financial officer or the compensated officer of the board. The board determines the number of members on the committee, which may not be fewer than 3 nor more than 5. No member of the credit committee, if applicable, or any employee of this credit union may be appointed to the committee. Regular terms of committee members are for periods of 1, 2, or 3 years as the board determines: provided, however, that all regular terms are for the same number of years and until the appointment and qualification of successors. The regular terms are fixed at the beginning, or upon any increase or decrease in the number of committee members, so that approximately an equal number of regular terms expires at each annual meeting.

      Section 2. Officers of supervisory committee. The supervisory committee members choose from among their number a chair and a secretary. The secretary of the supervisory committee prepares, maintains, and has custody of full and correct records of all actions taken by it. The offices of chair and secretary may be held by the same person.

      Section 3. Duties of supervisory committee.

      1. The supervisory committee makes, or causes to be made, the audits, and prepares and submits the written reports required by the Act and The committee may employ and use clerical and auditing assistance required to carry out its responsibilities prescribed by this article, and may request the board to provide compensation for this assistance. It will prepare and forward to the Administration required reports.
      2. If all director positions become vacant simultaneously, the supervisory committee immediately assumes the role of the board of The supervisory committee acting as the board must generally call and hold a special meeting to elect a board that will serve until the next annual meeting. The special meeting must occur at least 7 but no more than 14 days after all director positions became vacant, and candidates for the board at the special meeting may be nominated by petition or from the floor. However, if the next annual meeting has been scheduled and will occur within 45 days after all the director positions become vacant, the supervisory committee may decide to forego the special meeting and continue serving as the board until the election of new directors at the annual meeting.
      3. If the next annual meeting has not been scheduled, but the month and day of the previous year’s meeting plus 7 days falls within 45 days after all the director positions become vacant, the supervisory committee acting as the board may decide to forego the special meeting to elect new In this case, the supervisory committee must schedule the annual meeting within 7 days before or after the month and day of the previous annual meeting and continue to serve as the board until directors are elected at the annual meeting.
      4. The supervisory committee acting as the board may not act on policy matters. However, directors elected at a special meeting have the same powers as directors elected at the annual

      Section 4. Verification of accounts. The supervisory committee will cause the verification of the accounts of members with the records of the financial officer from time to time and not less


      frequently than as required by the Act and regulations. The committee must maintain a record of this verification.

      Section 5. Powers of supervisory committee—removal of Directors anal credit committee members. By unanimous vote, the supervisory committee may suspend until the next meeting of the members any director, board officer, or member of the credit committee. In the event of any suspension, the supervisory committee must call a special meeting of the members to act on the suspension, which meeting must be held not fewer than 7 nor more than 14 days after the suspension. The chair of the committee acts as chair of the meeting unless the members select another person to act as chair.

      Section 6. Powers of supervisory committee—special meetings. By the affirmative vote of a majority of its members, the supervisory committee may call a special meeting of the members to consider any violation of the provisions of the Act, the regulations, or of the charter or the bylaws of this credit union, or to consider any practice of this credit union which the committee deems to be unsafe or unauthorized.


      Section 1. Initial meeting. When application is made for a federal credit union charter, the subscribers to the organization certificate must meet for the purpose of electing a board of directors and a credit committee, if applicable. Failure to commence operations within 60 days following receipt of the approved organization certificate is cause for revocation of the charter unless a request for an extension of time has been submitted to and approved by the Regional Director.

      Section 2. Election of Directors anal credit committee. The subscribers elect a chair and a secretary for the meeting. The subscribers then elect from their number, or from those eligible to become members of this credit union, a board of directors and a credit committee, if applicable, all to hold office until the first annual meeting of the members and until the election and qualification of their respective successors. If not already a member, every person elected under this section or appointed under Section 3 of this article, must qualify within 30 days by becoming a member. If any person elected as a director or committee member or appointed as a Supervisory committee member does not qualify as a member within 30 days of election or appointment, the office will automatically become vacant and be filled by the board.

      Section 3. Election of board officers. Promptly following the elections held under the provisions of Section 2 of this article, the board must meet and elect the board officers who will hold office until the first meeting of the board of directors following the first annual meeting of the members and until the election and qualification of their respective successors. The board also appoints a supervisory committee at this meeting as provided in Article IX, Section 1, of these bylaws and a credit committee, if applicable. The members so appointed hold office until the first regular meeting of the board following the first annual meeting of the members and until the appointment and qualification of their respective successors.


      Section 1. Loan purposes. Loans may only be made to members and for provident, business or productive purposes in accordance with applicable law and regulations.

      Section 2. Delinquency. Any member whose loan is delinquent may be required to pay a late charge as determined by the board of directors.

      Article XII. Dividends

      Section 1. Power of board to declare dividends. The board establishes dividend periods and declares dividends as permitted by the Act and applicable regulations.

      Article XIII. RESERVED

      Article XIV. Expulsion and Withdrawal

      Section 1. Expulsion procedure; expulsion or withdrawal Hoes not affect members’ liability or shares. A member may be expelled by a two-thirds vote of the members present at special meeting called for that purpose, but only after the member has been given the opportunity

      to be heard. A member also may be expelled under a nonparticipation policy adopted by the board of directors and provided to each member in accordance with the Act. Expulsion or withdrawal will not operate to relieve a member of any liability to this credit union. All amounts paid in on shares by expelled or withdrawing members, before their expulsion or withdrawal, will be paid to them in the order of their withdrawal or expulsion, but only as funds become available and only after deducting any amounts due to this credit union.


      Section 1. Minors permitted to own shares. Shares may be issued in the name of a minor. State law governs the rights of minors to transact business with this credit union.


      Section 1. Compliance with law anal regulation. All power, authority, duties, and functions of the members, directors, officers, and employees of this credit union, pursuant to the provisions of these bylaws, must be exercised in strict conformity with the provisions of applicable law and regulations, and of the charter and the bylaws of this credit union.

      Section 2. Confidentiality. The officers, directors, members of committees and employees of this credit union must hold in confidence all transactions of this credit union with its members and all information respecting their personal affairs, except when permitted by state or federal law.

      Section 3. Removal of Directors anal committee members. Notwithstanding any other provisions in these bylaws, any director or committee member of this credit union may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purpose, but only after an opportunity has been given to be heard. If member votes at a


      special meeting result in the removal of all directors, the supervisory committee immediately becomes the temporary board of directors and must follow the procedures in Article IX, Section 3.

      Section 4. Conflicts of interest prohibited. No director, committee member, officer, agent, or employee of this credit union may participate in any manner, directly or indirectly, in the deliberation upon or the determination of any question affecting his or her pecuniary or personal interest or the pecuniary interest of any corporation, partnership, or association (other than this credit union) in which he or she is directly or indirectly interested. In the event of the disqualification of any director respecting any matter presented to the board for deliberation or determination, that director must withdraw from the deliberation or determination; and if the remaining qualified directors present at the meeting plus the disqualified director or directors constitute a quorum, the remaining qualified directors may exercise with respect to this matter, by majority vote, all the powers of the board. In the event of the disqualification of any member of the credit committee, if applicable, or the supervisory committee, that committee member must withdraw from the deliberation or determination.

      Section 5. Records. Copies of the organization certificate of this credit union, its bylaws and any amendments to the bylaws, and any special authorizations by the Administration must be preserved in a place of safekeeping. Copies of the organization certificate and field of membership amendments should be attached as an appendix to these bylaws. Returns of nominations and elections and proceedings of all regular and special meetings of the members and directors must be recorded in the minute books of this credit union. The minutes of the meetings of the members, the board, and the committees must be signed by their respective chairmen or presiding officers and by the persons who serve as secretaries of those meetings.

      Section 6. Availability of credit union records. All books of account and other records of this credit union must be available at all times to the directors and committee members of this credit union provided they have a proper purpose for obtaining the records. The charter and bylaws of this credit union must be made available for inspection by any member and, if the member requests a copy, it will be provided for a reasonable fee.

      Section 7. Member contact information. Members must keep the credit union informed of their current address.

      Section 8. Indemnification. 

      1. The credit union may elect to indemnify to the extent authorized by (check one)

      [X] law of the state of Michigan

      the following individuals from any liability asserted against them and expenses reasonably incurred by them in connection with judicial or administrative proceedings to which they are or may become parties by reason of the performance of their official duties (check as appropriate).

      [X] current officials

      [X] former officials

      [X] current employees

      [X] former employees


      1. The credit union may purchase and maintain insurance on behalf of the individuals indicated in (a) above against any liability asserted against them and expenses reasonably incurred by them in their official capacities and arising out of the performance of their official duties to the extent such insurance is permitted by the applicable state law or the Model Business Corporation Act.
      2. The term “official” in this bylaw means a person who is a member of the board of directors, credit committee, supervisory committee, other volunteer committee (including elected or appointed loan officers or membership officers), established by the board of directors.

      Section 1. Amendment procedures. Amendments of these bylaws may be adopted and amendments of the charter requested by the affirmative vote of two-thirds of the authorized number of members of the board at any duly held meeting of the board if the members of the board have been given prior written notice of the meeting and the notice has contained a copy of the proposed amendment or amendments. No amendment of these bylaws or of the charter may become effective, however, until approved in writing by the NCUA Board.


      Section 1. General definitions. When used in these bylaws the terms:

      1. “Act” means the Federal Credit Union Act, as
      2. “Administration” means the National Credit Union
      3. “Applicable law and regulations” means the Federal Credit Union Act and rules and regulations issued thereunder or other applicable federal and state statutes and rules and regulations issued thereunder as the context indicates (such as The Higher Education Act of 1965).
      4. “Board” means board of directors of the federal credit
      5. “Immediate family member” means spouse, child, sibling, parent, grandparent, grandchild, stepparents, stepchildren, stepsiblings, and adoptive relationships.
      6. “NCUA Board” means the Board of the National Credit Union
      7. “Regulation” or “regulations” means rules and regulations issued by the NCUA
      8. “Share” or “shares” means all classes of shares and share certificates that may be held in accordance with applicable law and
  • Succession Planning

    Succession Planning


    The Credit Union Board of Directors recognizes success is dependent upon placing the right people in the appropriate positions at the right time. The succession plan is designed to ensure the continued effective performance of the Credit Union by planning for the ongoing development, placement, and replacement of key people. The goal is to make succession activities part of the strategic planning process and integral to business operations.

    Placing The Right People In The Right Positions

    Through the succession plan the Credit Union seeks to provide significant opportunities for employees, increase the pool of promotable employees, encourage advancement of diverse groups, and to ensure the Credit Union is able to adapt to a rapidly changing business environment. Succession plans and activities are closely monitored to ensure that they are consistent with the Credit Union’s commitment to success and to Equal Employment Opportunity. The Succession Guidelines are suggested procedures only. They may be altered or eliminated at any time and may not be followed in every instance.



      The Credit Union is firmly committed to promoting from within whenever possible. The Credit Union is committed to assisting employees in developing their potential and in pursuing their career goals.


      Succession planning is an ongoing activity. However, management will review and update plans annually.




    This process is about planning for the future by figuring out the important jobs in our organization and making sure we have the right people for them. First, we identify key positions, like top executives and supervisors. We also look at positions that are unique or challenging to fill. Then, we think ahead and predict what positions we might need to fill in the long term (over three years), medium term, and right away. After that, we analyze these key positions to understand what skills and qualities are needed. We create a profile to help find the right people. Next, we identify employees with high potential and help them develop the skills they need for important roles. Finally, we set up a review system to check how well our planning is working and make changes if needed.


      Identify current and future key organizational positions. Key positions may include:

      1. Executive positions.
      2. Middle-and first-line supervisors.
      3. Unique and difficult to fill professional or technical positions

      Forecast long term (over three years), intermediate and immediate replacement needs for key positions.


      Analyze Key Positions:

      1. Perform a position analysis. Identify the critical competencies of the positions. Assess skill, knowledge, experience, and personal requirements of key positions.
      2. Create a position profile for use in recruiting or developing key employees. Develop criteria used to evaluate quality and readiness of successors.
      3. Identify possible career paths.
      4. Determine whether positions are likely to be filled externally or internally.

      Select and develop potential successors to specific positions and/or establish a pool of key employee talent for general positions. Identify immediate replacement, intermediate-term, and long-term replacements.

      1. Assess past and current performance, readiness, and potential of employees, including relevant experience, skills, personal career goals, and education.
      2. Institute individual employee development plans. Determine training, experience, and development needs of successors.
      3. Provide necessary training and development activities and opportunities.

      Regularly assess and review success of the Succession Planning program and modify as necessary.


    This process helps us plan for the future by identifying and preparing for important jobs in our organization. We look at current and future key positions and figure out the skills needed. We also spot employees with high potential and help them get ready for important roles. Regular reviews make sure our planning is successful, and we can make adjustments if things change. It’s all about making sure we have the right people in the right places to keep our organization strong and ready for what’s ahead.



    Management Responsibilities

    This section outlines the important roles managers play in planning for the future of our Credit Union. Managers are responsible for suggesting successors for key positions, and the CEO evaluates our succession plans each year. We’re committed to fair treatment, promoting based on merit, and having a diverse workforce. While we provide guidelines for procedures, we’re also flexible to adapt to the Credit Union’s evolving needs, including considering external candidates. It’s crucial to keep discussions about succession within the Credit Union and only share with those directly involved.



      Every manager has an obligation to:

      1. Prepare employees to assume new responsibilities.
      2. Identify exceptional talent within the organization.
      3. Identify and prepare successors.
      4. Participate in employee development plans.
      5. Conduct an annual HR audit of his/her employees (direct reports) to determine employee performance, readiness, potential to move to an advanced position, and the employee development needed.
      6. Review positions, position descriptions, and staffing needs and modify where necessary.

      Managers identified as being responsible for assisting in the Succession Planning for key positions are responsible for recommending potential successors and coordination of all succession planning activities.


      Annually, the CEO will evaluate the success of Credit Union succession plans in supporting corporate strategic plans, providing future talent, and in meeting organizational needs.


      The Credit Union is committed to providing advancement opportunities and to promote all of the employees based on merit, the ability to do the job, and other objective criteria. Employees will be evaluated without regard to sex, sexual orientation, gender identity, pregnancy (current, past, or potential), race, religion, disability, age, origin, genetic information, military or protected veteran status, or other protected class. The Credit Union seeks to employ a diverse work force at all levels of the organization.

    • The Credit Union may unilaterally change or completely rescind succession guidelines as needed. No express or implied promises or contracts are created and these guidelines may not be used in every instance. (Contact Human Resources for a copy of the Credit Union’s Employment-at-Will Policy or review in the Employee Handbook). While the preference is to promote from within, the Credit Union may, as business needs require, seek outside candidates.

    • Succession planning should only be discussed within the Credit Union and then only on a “need to know” basis. Such discussions should generally only take place with managers involved in the planning process and not with potential successor candidates or other employees except as authorized by senior management or as required to implement the plan.


    Our succession plan is designed to ensure the stability of our Credit Union, particularly during changes in leadership. We prioritize fairness, diversity, and flexibility to adapt to the Credit Union’s needs. We value our members, directors, committees, and staff as our greatest assets. By defining managerial responsibilities and staying open to change, we aim to maintain the resilience of our Credit Union. Looking forward, our commitment to these principles reflects our dedication to our people and the long-term success of the Credit Union.



    CEO Procedures

    This plan is all about guiding the Board of Directors and management staff on what to do if our CEO changes. We want to make sure there’s a clear direction for everyone involved. When looking for a new CEO, we primarily rely on our current staff as the main source of qualified candidates. We might also check with private referrals, other credit unions, and even use advertising or talent search firms. To make sure we find the best fit, the Chairman will set up a “search committee.” This group will decide where to look for candidates, review their qualifications, and suggest the best ones to the Board of Directors. The committee pays attention to things like experience, management skills, and how well candidates understand our Credit Union’s values. We also aim to promote from within, considering our existing staff and recommendations from the outgoing CEO.



      The succession plan should rely significantly on the existing staff as its principal source of qualified candidates for the CEO and other management positions. Other sources of candidates are private referrals, other credit unions and credit union organizations, public advertising, and executive talent search firms.

    • The Chairman shall appoint a “search committee” upon determining that there will be a change. The committee will determine what resources will be used for finding the best candidates, it will review carefully the qualifications of those applying for the position and recommend the most qualified to the Board of Directors. The following are some of the qualifications to be considered by the committee:

      • Experience.
      • Credit Union Philosophy.
      • Management skills.
      • Communication skills.
      • People skills (employees and members).
      • Education.
      • Technical skills.
      • Plan for leading the Credit Union into the future.
      • Contract and salary.

      The committee shall give special consideration to the existing management staff and any recommendations from the outgoing CEO in an effort to promote from within whenever possible.

    • The CEO will periodically provide the board with a verbal succession report. The report shall provide them with the necessary data to determine the position of the Credit Union in the event of a change. This report shall remain confidential to avoid any misunderstandings, and to allow for a continuing review of the succession process. Change in the abilities of individuals will occur. The intent is to keep the Board’s options open.


    This plan helps us be prepared in case our CEO changes. We rely on our current staff to find the right CEO, but we also consider other sources. The Chairman sets up a committee to pick the best candidates based on their qualifications and how well they fit with our Credit Union. We look at things like experience, management skills, and how candidates understand our Credit Union’s values. The goal is to promote from within whenever we can. The CEO keeps the Board updated regularly, sharing important information about the Credit Union’s situation in case of a change. This helps the Board make informed decisions. Keeping this report confidential ensures clarity, allowing us to review the succession process while keeping our options open for the future.

    Please review the Appendix A & B and Succession Planning Policy links below.   

    Appendix A & B   Succession Planning Policy

  • Travel



    As a Board of Director, you're entitled to attend specific events and/or training as a representative of the credit union. The guidelines below will give you an idea on expectations and requirements when traveling on behalf of the organization.

    The credit union encourages all members of the official family to participate in educational programs developed specifically to aid them in carrying out their responsibilities. The Credit Union will reimburse representatives for legitimate business expenses incurred while engaged in Credit Union business. “Representatives” means Credit Union officials (members of Board of Directors, Loan Committee, or Supervisory Committee), employees, and volunteers. Reimbursement will be issued by check or direct deposit. Cash reimbursements are prohibited.


      Activities Which Enhance Development of Leaders Include

      1. Chapter Workshops
      2. Chapter Meetings
      3. Institutes
      4. Director’s conferences
      5. Volunteer achievement programs
      6. National Educational conferences
      7. MCUL conferences
      8. CUNA conferences




    All employees must obtain prior approval before incurring business related travel expenses. All reimbursable expenses must be submitted on the expense report form, accompanied by proper documentation and explanation when applicable. Expenses must be submitted within one week of occurrence. Credit Union representatives are expected to be appropriate, yet prudent in travel planning. Extravagant expenditures will not be reimbursed.



      All travel must be related to and within the scope of the representative’s credit union work activities. Expenses resulting from the following activities are generally reimbursable:


      1. Visiting other credit union facilities, members, prospects, and
      2. Attending meetings, conventions, or
      3. Participating in other job-related training
      4. The Credit Union supports participation at the P. Chapter Annual Meeting and does not limit the number of volunteers or staff members who wish to participate; therefore, travel expenses will not be reimbursed for this event. Lodging and registration fees will be paid by the Credit Union.

      The Credit Union will not reimburse expenses for any business travel in the event that the official or staff member does not attend the educational portion of the seminar.

      Attendance at the educational sessions is mandatory. Any employee, board member, associate board member, or committee member that fails to attend the educational session will be expected to reimburse the credit union any expenses incurred.



    Mode of Travel

    Representatives are responsible for using the most economical form of transportation possible, given the circumstances.


      Representatives are expected to fly coach or economy class, book fares as far in advance as possible to take advantage of reduced rates, fly during non-peak times if scheduling permits and lower fares are available, and fly the least expensive airline.


      Transportation by car may be required if scheduling permits and it appears to be more economical than air travel. Representatives traveling on Credit Union business must obey all traffic laws such as speed restrictions and safety belt requirements.

      Also, using communication devices, text, or email while driving is strictly prohibited, representatives should wait until they can safely pull to the side of the road to make such communications. The mileage reimbursement will be based on the current IRS guidelines.


      Car rentals are reimbursable only when other less costly forms of transportation are unavailable. Representatives are required to rent compact cars unless only a larger car is available or circumstances necessitate a larger car. Representatives are encouraged to use public transportation, complimentary shuttles, and/or share taxi expenses with a group whenever possible.




    Representatives should stay in moderate, but adequate, accommodations with the best combination of location and price.


      Whenever possible, employees should use hotels where a corporate or convention rate has been established. Asking for special or better rates is also advised when checking in at hotels.


      Lodging will be reimbursed at actual cost for double occupancy.




    If meals are not provided at the event, Officials, Staff, and Guests will be reimbursed for reasonable expenses. Receipts must be provided for all meal expenses.


    Credit Union Credit Cards

    Employees who travel frequently on business may be provided Credit Union credit cards. Credit Union credit cards may be used only for actual and necessary business- related charges and not for any personal expenses. Employees are responsible for inappropriate credit card charges. Such improper use may also subject an employee to corrective action. See also, Corporate Credit Cards policy.





      No reimbursement will be made for entertainment expense during a business trip unless the entertainment is business related. The cost of personal magazines, movies, books, and newspapers should be paid by the employee. Expenses must be “reasonable and proper costs”.


      The following expenses may be reimbursed when incurred for approved business travel:


      • Laundry and other cleaning This will be authorized for reimbursement only when extended out-of-town business travel is required. This provision does not include normal laundering that is necessary upon return home.
      • Toll, parking fees, taxi fares, and
      • Baggage

      Generally, representatives are also permitted to combine personal travel with business travel. Additional expenses arising from such non-business travel are the employee or Officials’ responsibility.


      Credit Union Officials volunteer many hours to participate in business meetings and educational programs as they fulfill their responsibilities to the members of Limestone Federal Credit Union. They are able to do so in large measures as a result of the encouragement and support of their families. In recognition of the important role the family plays in the success of our volunteer officials, the credit union will reimburse certain expenses of family members who accompany them from time to time while engaged in bona fide credit union business.


      All travel must be related to and within the scope of the representative’s credit union work activities. Cost resulting from the following activities are generally reimbursable:


      • Annual Membership
      • Annual Planning
      • Credit Union League Annual and Chapter
      • State and National education

      Nonexempt representatives will be compensated for travel time during regular working hours while on approved Company business. Travel during regular working hours on non-work days (e.g., Saturday or Sunday) also is treated as “hours worked.” Travel outside regular work hours as a passenger (e.g., on a plane, bus or in a car) is not considered “hours worked” unless the representative is actually working at the time.


      The following conditions apply to reimbursement of expenses:


      • Reimbursable expenses are limited to the cost of transportation, lodging, meals, and conference registration fees, if required.
      • No reimbursement can be approved without submission, by the official or employee, a listing of expenses supported by receipts.


      In addition to the above stated conditions, the credit union will maintain, on file, records all reimbursements for inspection by auditors and examiners.






  • Volunteer


    Board Members will not only serve as advocates for the Credit Union but for the community as well. Volunteering within our community as a Board of Directors holds immense significance as it not only reflects our commitment to social responsibility but also serves as a tangible expression of our dedication to the well-being and progress of the communities we serve.

    As stewards of the organization, engaging in volunteer initiatives allows us to directly connect with the needs and aspirations of the community members. By actively participating in local projects and initiatives, we gain firsthand insights into the challenges faced by our neighbors and develop a deeper understanding of how our organization can contribute meaningfully to address these challenges. This hands-on involvement goes beyond monetary contributions, fostering a sense of empathy and solidarity that strengthens our relationships with the community.

    Leading By Example

    Volunteering as a Board of Directors enables us to lead by example, setting a positive precedent for employees, stakeholders, and the broader community. Our visible commitment to volunteerism showcases the organization’s genuine dedication to social impact and reinforces our role as responsible corporate citizens. By leveraging our skills, networks, and resources, we can make a lasting difference in the lives of those we serve. Volunteering not only aligns with our organizational values but also enhances our reputation as an entity that is deeply invested in the betterment of society. As we contribute our time and efforts to community initiatives, we not only fulfill our ethical obligations but also build stronger, more resilient communities that thrive on collaboration, compassion, and shared purpose.

    As a key role in Limestone FCU’s organization, Board Members must review our Volunteer Training Policy on an annual basis.

    Volunteer Training Policy

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