Rule 63. Principal posts
- Subject to the requirements of the Act, these rules and any other applicable requirement of financial services legislation including the Fitness & Probity Regulations for Credit Unions at a meeting of the board of directors of the credit union:
- which is held immediately after the organisation meeting, an annual general meeting or special general meeting at which an election is held for members of the board of directors, and
- which is chaired by a member of the board oversight committee,
- the board of directors shall elect by secret ballot directors to fill such of the principal posts in the credit union as are then vacant; and, for the purposes of this rule, the principal posts in the credit union are the posts of chair (or president), vice-chair (or vice-president) and secretary. The term of office of the holder of a principal post shall be until the conclusion of the next annual general meeting following his election to that post; and subject to the requirements of the Act, these rules and any other applicable requirement of financial services legislation a person who has been a holder of a principal post shall be eligible for re-election to that post.
- In the event of a casual vacancy in a principal post, the board of directors may bysecret ballot elect a director to hold that post until the next meeting at which, in accordance with paragraph (1), an election should be held to fill any such vacancy.
- Without prejudice to paragraph (2), if a principal post falls vacant or for any other reason there is no holder of a principal post, anything that is required or authorised to be done by the holder of that post may be done by a director authorised in that behalf by the board of directors.
- The chair (or president) or secretary of the credit union shall notify the Bank and the Irish League of Credit Unions in writing of the election, appointment, retirement, removal or resignation from office of a chair (or president), vice-chair (or vicepresident), director, secretary or committee member and the notification shall:
- be made within fourteen days of the election, appointment, retirement, removal or resignation; and
- state the full name and address of the officer concerned.
Rule 64. Chair
- The functions of the chair of a credit union include the following:
- ensuring that meetings of the board of directors operate in an efficient and effective manner;
- encouraging constructive discussions and debate at board of directors meetings;
- promoting effective communications between members of the board of directors and between the board of directors and the management team of the credit union;
- causing the agenda to be set by the secretary, attending and chairing board of directors meetings;
- ensuring that the responsibilities of the nomination committee, as set out in section 56B(4) of the Act, are performed by that committee;
- conducting a performance evaluation of each member of the board of directors on an annual basis to ensure that each director is complying with the obligations under financial services legislation and the board of directors’ objectives as set out in the credit union’s strategic plan;
- facilitating the work of the board oversight committee through providing it with all reasonable assistance to enable that committee to carry out its functions; and
- ensuring that conflicts of interest are appropriately managed by the board of directors, and by each of them, in accordance with section 69 of the Act.
- A chair of the board of directors shall not serve more than four consecutive terms in that position and, having so served shall not be eligible to be chair until
- after another director has served at least one term as chair, or
- where such other director has served for less than one year, after 2 or more directors have served as chair for the equivalent of at least one complete term,
- but nothing in this paragraph shall prevent a former chair of the board of directors from chairing a meeting of the board of directors in the absence of the chair and, where relevant, the vice-chair.
- A director of the credit union shall not be eligible to be elected as chair if the director had, at any time during the 5 years preceding the election, been:
- an employee of that credit union, or
- a person who acted in any management capacity (whether voluntary or paid) in that credit union,
- and, for the purposes of this paragraph, ‘acted in any management capacity’ includes performing a role where the person was in a position to exercise a significant influence on the conduct of the credit union’s affairs but does not include acting as a member of the board of directors or as a member of the board oversight committee.
- A person shall cease being chair of a board of directors if:
- the person ceases being a director for any reason, or
- the person resigns from being chair in accordance with paragraph (5).
- A director may resign from being chair of the board of directors by sending his or her resignation in writing to the secretary of the credit union.
Rule 65. Vice-chair
- The vice-chair shall exercise the duties of the chair during the latter’s absence or inability to act.
- Directors of a credit union may not serve more than three consecutive years as vicechair and a person who has been the holder of such a principal post shall not be eligible for re-election thereto until after the expiry of one year since he last held it.
Rule 66. Secretary
- The secretary of the credit union shall give, or cause to be given proper notice of all meetings of the members and of the board of directors and shall prepare and maintain minutes of all meetings thereof, and shall perform such other duties not inconsistent with the provisions of the law and these rules as the board of directors may from time to time direct.
- Directors of a credit union may not serve more than three consecutive years as secretary and a person who has been the holder of such a principal post shall not be eligible for re-election thereto until after the expiry of one year since he last held it.