Board Chair

Title: Board Chair

Description:

This document sets forth the description of the role and responsibilities of the Chair of the Board of Directors (Board) of Seattle Credit Union (Credit Union).

Purpose:

As a vital leader of the Board, the Chair is the manager and coordinator of the Board's activities. The Chair is an ambassador for the Credit Union and, when deemed appropriate by the Board, is the public spokesperson for the Board. The Chair appoints Board members to Committees, provides leadership, works to increase Board effectiveness in both governance and strategy, ensures the efficient and effective management of Board operations, and promotes a constructive partnership among the Board, the Supervisory Committee and the Chief Executive Officer (CEO) and executive management team.

Authority:

This document is adopted by majority vote of the Board pursuant to the Credit Union's Bylaws.

The authority of the Chair is established by majority vote of the Board through officially electing one of its own as "Chair." The authority of the Chair flows from the Bylaws of the Credit Union, applicable state laws, this Board Chair Job Description as well as any internal policies or procedures of the Credit Union articulating the role and responsibilities of the Chair.

Duties of the Chair:

The fundamental standard for directors' and officers' conduct is that each director and officer must perform his or her legal duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner, he or she believes to be in the best interests of the Credit Union, and its entire membership. The directors' and officers' fiduciary duties to the Credit Union are stated in RCW 31.12.267 of the Act, as set forth below.

"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."

In addition to these duties, the Chair is responsible for helping to craft effective Board meeting agendas (in constructive partnership with the CEO), building a positive and healthy Board structure and culture, setting and modeling high standards for both the Board members and staff, acting as one of the Credit Union's Chief Ambassadors, and inspiring and engaging the Board members. The Chair role is that of a facilitator of the group process, and the Chair's leadership should not supplant nor limit the collective responsibility of the Board members to individually and independently perform their own duties.

The Chair should serve as a key liaison with the CEO. It is important to note that the Chair is not the supervisor of the CEO, and the CEO does not report to the Chair individually. Rather, the CEO reports to the Board as a whole. The Chair should work collaboratively with the CEO to forward the Board's work efforts.

• Craft & Effectively Facilitate Meetings
• Board Operations > Inspire & Engage the Board > Act as Key Liaison with the CEO
• Build a Positive & Healthy Board Structure & Culture
• Act as One of the CU's Chief Ambassadors
• Set & Model High Standards for Board & Staff

Responsibility:

The Chair carries out his or her important leadership role and responsibilities by ensuring the effective execution of vital governance efforts in six key areas (See Figure 1 above). The Chair will:

Craft & Effectively Lead Meetings:

• Set the agenda for Board and Executive Committee meetings in concert with the CEO.
• Call to order and preside over meetings of the Board and the Executive Committee, in accordance with the Credit Union's policies and procedures, as well as in compliance with applicable state and local laws and regulations.
• Encourage and expect full and robust participation of Board members at meetings.
• Help to maintain a healthy balance between operational and strategic discussions.

Build a Positive & Healthy Board Structure & Culture:

• Appoint the chairs of all committees and task forces of the Board.
• Work with the Governance and Nominations Committee to ensure appropriate and effective identification, recruitment and on-boarding of new Board members.
• Work with the Governance and Nominations Committee to create a positive and effective Board and Board member process.
• Serve on the Executive Committee and as an ex officio member of all Board committees.

Act as Key Liaison with the CEO:

• Act as a representative of the Board as a whole, rather than as an individual supervisor to the CEO.
• Help to establish the strategic direction of the Credit Union, working in partnership with Board colleagues and the CEO.
• Work with the Board Treasurer, the Board members, and the CEO to oversee the budget of the Credit Union and support the development of and adherence to sound fiscal policies and actions to safeguard the integrity of the Credit Union's financial management systems.

Set & Model High Standards for Board & Staff:

• Oversee efforts to build and maintain an exceptional governing Board by setting goals and expectations for its members.
• Convene Board discussions on evaluating the CEO and assuring the effective negotiation of the CEO's compensation and benefits package, as well as serve as key conduit for information to the CEO.

Act as one of the Credit Union's Chief Ambassadors:

• The CEO is the official spokesperson for the Credit Union. In the event that the Board needs to address the media or any outside parties the Chair is the spokesperson for the Board.
• Encourage Board members to act as ambassadors for the Credit Union and encourage participation by the Board in Credit Union events, as appropriate.

Inspire & Engage the Board:

• Inspire a shared commitment to the vision, mission, and strategic goals of the Credit Union.
• Cultivate leadership among individual Board members.
• Encourage Board member development, including further education in Credit Union governance.