Candidate Nomination information booklet for Elected Officials - Revised May 2023 | BPWCCUL 7 Every director and officer of a society in exercising his powers and discharging his duties shall: a) act honestly and in good faith with a view to the best interest of the society, and b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances (Section 70) The directors shall keep minutes of: a) all appointments of officers and committee members made by them; b) all the names of the directors present at each meeting of the directors; and c) all resolutions and proceedings at meetings of the society or the directors (Section 60 (1)) Subject to this Act, the regulations and the by-laws, the Board of Directors, however, designated shall: a) exercise the powers of the society directly or indirectly through the employees and agents of the society; and b) direct the management of the business and affairs of the society (Section 54(1)) 1) The Board of Directors may from time to time a) appoint from among its number any committee it considers necessary; and b) by resolution, delegate to any committee any powers that it considers necessary for the efficient conduct of the affairs and business of the society 2) A committee of directors that has powers delegated to it pursuant to subsection (1) (b) must consist of at least 3 directors 3) A member of a committee holds office until a) his/her removal by resolution of the Board of Directors; or b) he/she ceases to be a member of the Board of Directors 4) A committee may exercise any powers of the Board of Directors that are delegated to it by resolution of the Board of Directors, subject to any restrictions contained in the resolution (Section 55 (1-4)) Responsibilities of Directors under the Co-operative Societies Regulations, 2008 • The directors of a society shall hold at least one meeting every month (Section 14) • For the purposes of Section 76 of the Act, the Board of Directors of a society shall appoint a secretary and a treasurer and, unless the secretary and the treasurer so appointed are members of the Board of Directors, the board shall have the power to fix the remuneration for their service (Section 15 (1)) Responsibilities of Directors under the Corporate Governance Handbook - BPWCCUL • The Board of Directors, as the internal governing body, must exhibit high ethical standards in all personal and professional interactions Each director must take an active role in the planning and decision‐making process, maintain a favourable Credit Union image and maintain confidentiality and secrecy regarding proprietary information associated with financial matters and the functions of the Credit Union Responsibilities of Directors under the Financial Services Commission Guideline No .1 (Section 1) A policy is required for the review and approval by the Board of Directors of the risk management policies, and the regular updating of such policies (Section 3) The policy must ensure that the Board of Directors receives and reviews risk management reports on key areas of operations for which risk management policies have been established, including: • Credit Risk • Operational Liquidity Risk • Operational Risk • Capital Management • Market Risk (investments) By-laws Related to the Board of Directors
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