L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
LEVERAGE THE LSCU SERVICE CORPORATION BOARD OF DIRECTORS GOVERNANCE MANUAL
Approved
,2010
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
You have been selected by your peers to represent them in guiding the operations of LEVERAGE, the LSCU Service Corporation. You have been charged with the tremendous responsibility of helping to direct this dynamic service delivery organization in a manner that will further the mission of the League of Southeastern Credit Unions.
2
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
TABLE OF CONTENTS Code of Ethics
4
Guidance for Newly Appointed Directors
6
Confidentiality Agreement
8
Conflict of Interest Disclosure
9
Board Structure
11
Executive Committee – Job Descriptions
12
Committee Appointments
13
Capital Reserve Policy
14
Investment Policy
15
President/CEO Spending Authority
18
Spouse/Guest Participation
19
Director/Committee Expense Reimbursements
20
Travel Expense Policy
21
General Policy Statements
23
Office of the President
24
3
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
CODE OF ETHICS General Policy for Officials As used herein, “official” refers to board members and committee members of LEVERAGE, the LSCU Service Corporation (hereinafter collectively, “LEVERAGE”). 1. Highest standards of personal conduct shall be observed at all times. competence, and a cooperative spirit should be the hallmark of an official.
Integrity,
2. Officials shall accept, as their overall objective, responsibility for fostering growth in services offered by LEVERAGE. 3. Officials shall attend and participate in scheduled meetings as regularly as possible throughout their entire term of office. 4. Officials shall fully support policies which have been adopted by the board. 5. Officials shall make every reasonable effort to understand the financial condition and investments of LEVERAGE. 6. Officials shall accept only those assignments in which they can commit a sincere, continuing effort. If prevented by circumstances from giving full performance, a reassignment should be requested. 7. Officials shall be alert to prevent any person or group from acquiring or exercising influence in conflict with the purposes and objectives of LEVERAGE. 8. Officials will foster, encourage and uphold the principles for which LEVERAGE is organized, keeping in mind that the organization’s future prestige and growth will depend greatly on the public image created, as well as the decisions made. 9. It shall be the obligation of any official who perceives improper conduct on the part of any other official to take necessary and immediate steps through proper procedures to protect LEVERAGE. 10. Officials shall not promote or engage in any activity harmful to the best interests of LEVERAGE.
4
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
Conflicts of Interest 1. All officials shall be presented with a Conflict of Interest Disclosure form that must be read, completed, signed and dated, expressing all potential conflicts of interest as described therein. 2. All officials shall notify LEVERAGE immediately in writing of any new/additional potential conflicts of interest as described in the disclosure document procedure. 3. Any official having a significant conflict of interest as determined by the board, on any matter placed before the board for consideration, should recuse themselves and abstain from discussing or voting on the matter in question; however, they shall be counted in determining a quorum. Support the Majority Decision 1. Officials shall thoroughly discuss and give objective hearing to all controversial issues. After such consideration and debate, they should exercise their best judgment in casting their vote. 2. Following a vote, the decisions of the Board of Directors shall govern the board members, and all officials, regardless of individual opinions. 3. Officials shall report to the chapters and member credit unions in a fair and complete manner, taking into consideration those matters deemed to be covered by the Confidentiality Agreement signed by each official and on file. Confidentiality 1. By their position as an official, individuals are privy to confidential information and shall read, sign, and date a Confidentiality Agreement that shall be binding on the official, their personal representatives and successors in interest, and shall inure to the benefit of LEVERAGE. 2. An official shall deal in confidence with all matters involving LEVERAGE until such time as there has been general public disclosure by the organization(s). 3. The importance of confidentiality cannot be overemphasized, because of the potential for jeopardy to the organization and breach of the Confidentiality Agreement signed by the official. In consideration of being an official of LEVERAGE the undersigned individual hereby agrees to abide by and acknowledges the above Code of Ethics. Signed this_____day of_______________________,_________. _________________________________ ___________________________________ LEVERAGE, the LSCU Service Corporation. Official 5
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
GUIDANCE FOR NEWLY APPOINTED DIRECTORS The following suggestions will assist you in adapting to your position on the board: a. Study the Code of Ethics and Guidance for Newly Elected Directors established for LEVERAGE directors. This statement of policy will provide guidance on duties and responsibilities of a corporate officer. b. Acquaint yourself with the bylaws of LEVERAGE. and the board policies. These define the duties of officers, directors, committee members; they establish the relationships existing between LEVERAGE and credit unions. c. Because you are more familiar with the day-to-day operations of LEVERAGE than most of the other credit unions, it is important that you be fully informed since others are likely to regard any statement you make about LEVERAGE as absolute fact. d. Criticism is a completely democratic custom and can be highly constructive if presented properly, with appropriate specifics. e. The executive staff of LEVERAGE can be of great help to you; they are familiar with management and operations and can offer assistance to you in your role as director. The directors should also be familiar with the organizational structure. Policy is set by the Board of Directors; the President/Chief Executive Officer has responsibility for carrying out policy, and in turn, assigns various operational responsibilities to LEVERAGE staff. f. When LEVERAGE projects and problems are discussed, be sure the discussion involves the proper people at the proper time so that you can obtain accurate information. g. All organizations have both successful and unsuccessful programs. From time to time you may have suggestions and comments about projects and programs which you believe will improve the overall effectiveness of LEVERAGE. These comments should be directed to the LEVERAGE President or to the Chairman of the Board, who will make the proper referrals for consideration and/or study. h. Make all your efforts constructive. The members you represent are a diverse group, and will expect you to work constructively. i. It is important to remember that the board is the policy-making body of LEVERAGE the President, as chief executive officer, takes his direction from the board and reports directly to the board. All staff ultimately report, through organizational lines, to the President. .
6
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
About Board Meetings a. The LEVERAGE Board of Directors will meet at least quarterly and will be notified of the exact dates well in advance of the meetings. b. On rare occasions a special meeting of the board may be called by the Chairman upon written request of at least four directors. A special meeting requires 48 hour notice which shall contain the purpose of the meeting and the business of the special meeting. c. Attendance of a director at board meetings is essential. Continuous absences from board meetings may constitute grounds for removal. d. A packet of material containing an agenda, management reports, minutes of the previous meeting, etc. will usually be sent to you prior to the meeting. Please review the material provided in preparation for the meeting. e. Feel free to comment constructively, question or disagree on any issue. f. If your remarks are lengthy or involved, summarize at the end of your discussion. g. When a motion is offered, hold any questions until the appropriate time. Working with LEVERAGE Staff The President of LEVERAGE is eager to assist you. The day-to-day operation of LEVERAGE is his function and as your employed representative he can help you in many ways. The most effective operation of LEVERAGE depends on you communicating goals and objectives through established channels and procedures; open lines of communication with board officials, other directors and management will be beneficial to all involved.
7
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
CONFIDENTIALITY AGREEMENT In consideration of being a member of LEVERAGE, the LSCU Service Corporation (LEVERAGE) Board of Directors, the undersigned Director hereby agrees and acknowledges: 1. That during the course of my term of office on LEVERAGE Board of Directors, there may be disclosed to me certain trade secrets consisting of but not necessarily limited to: a. Technical information: Methods, processes, systems, techniques, inventions, machines, computer programs, and research projects. b. Business information: Customer lists, pricing data, sources of supply, financial data and marketing, budget information, compensation plans, employment information of staff, and business plans. 2. I agree that I shall not during, or any time after my term as a member of the Board of Directors, use for myself or others, or disclose or divulge to others any trade secrets, confidential information, or any other proprietary data of LEVERAGE or its subsidiary organizations in violation of this agreement. 3. That upon the completion of my term as a member of the Board of Directors of LEVERAGE. a. I shall return to LEVERAGE upon request all documents and property of LEVERAGE including but not necessarily limited to reports, manuals, correspondence, or any other privileged information made available to me in my capacity as a member of the LEVERAGE Board of Directors. b. This agreement shall be binding upon me and my personal representatives and successors in interest, and shall inure to the benefit of LEVERAGE its successors, and assigns. Signed this _____ day of _______________________, _________ . _______________________________ ______________________________ LEVERAGE, the LSCU Service Corporation. Member of the Board of Directors
8
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
CONFLICT OF INTEREST DISCLOSURE The Board of Directors of LEVERAGE, the LSCU Service Corporation and all subsidiaries (hereafter “LEVERAGE”) must act at all times with the best interest of LEVERAGE and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members shall identify the potential conflict and, as required, remove themselves from discussion and voting on the matter. Specifically, members of the Board of Directors shall: •
•
• •
• • •
Avoid placing (and avoid the appearance of placing) one’s own self-interest or any third party interest above that of LEVERAGE while the receipt of third-party benefit may necessarily flow from certain LEVERAGE activities, such benefit must be merely incidental to the primary benefit to LEVERAGE and its purposes; Not abuse their Board membership by improperly using their Board membership or the LEVERAGE’s staff, services, equipment, materials, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a Board member extends any further than that which it actually extends; Not engage in any outside business, professional or other activities that would directly or indirectly adversely affect LEVERAGE. Not engage in or facilitate any discriminatory or harassing behavior directed toward LEVERAGE staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the contest of activities relating to LEVERAGE. Not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other items of value from any person or entity as direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to LEVERAGE or affiliates. Disclose gift(s) exceeding $100.00 in value to the Board of Directors; Provide goods or services to LEVERAGE as a paid vendor to LEVERAGE only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board; Not persuade or attempt to persuade any employee of LEVERAGE to leave the employ of LEVERAGE or to become employed by any person or entity other than LEVERAGE and Not persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with LEVERAGE to terminate, curtail or not enter into its relationship to or with LEVERAGE or to in any way reduce the monetary or other benefits to LEVERAGE of such relationship.
To help avoid any conflicts of interest, on this form you are disclosing ownership or other proprietary interest, responsibilities, circumstances, or other reasons why you (or, by extension, any member of your family) might have an actual, apparent, or potential conflict of interest with your duty to LEVERAGE both respect to the conflicts prohibited above and any others. You hereby invite further review by LEVERAGE of any aspects of these circumstances that might be considered appropriate for such review. In addition, you agree 9
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
to take other steps, such as avoiding deliberation and resolution of certain issues or even withdrawing your membership on the Board of Directors, if it is determined that such steps are necessary to protect the integrity of the Board of Directors and avoid the breach of your fiduciary duties to LEVERAGE. Finally, during such time as you continue to serve on the Board of Directors, you agree to notify the League CEO promptly if and when you determine that any additional actual, apparent or potential conflicts of interest with your duty to LEVERAGE arise subsequent to the execution of this form. Please check and/or complete the appropriate section below: _____ Actual, apparent, or potential conflicts: __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ _________________________________________________________________. _____ There are no actual, apparent, or potential conflicts.
Signed this ______ day of __________________, _______. ________________________________ Signature
__________________________________ Print Name
10
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
LEVERAGE, the LSCU Service Corporation Board Structure The League Chairman and Chair-Elect will automatically serve as Chair and Vice Chair of LEVERAGE, the LSCU Service Corporation Board of Directors. The Chairman will appoint three (3) additional members from non-Executive Committee members of the LSCU Board. Chairman will also appoint up to four (4) CU CEOs who are not board members to serve on the LEVERAGE Board (two from Alabama and two from Florida). The LSCU Board will provide oversight to the LSCU Service Corporation.
11
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
EXECUTIVE COMMITTEE - JOB DESCRIPTIONS PURPOSE: All corporate powers and business affairs of LEVERAGE shall be exercised by and under the authority of the Board. When the Board is not in session, and business needs dictate that there is insufficient time in which to convene a meeting of the Board, then the Executive Committee shall have and may exercise all authority of the Board, except in matters as defined in the Bylaws. MAJOR DUTIES AND RESPONSIBILITIES: CHAIRMAN. The chairman shall preside at all meetings of LEVERAGE Board of Directors and the Executive Committee. The chairman shall present an annual report to the members. The Chairman shall perform such other duties as shall be assigned from time to time by the Board of Directors. The Chairman shall have the authority to appoint committees as may be deemed necessary. VICE CHAIR. The vice chair shall, in absence or disability of the chairman, perform the duties of the chairman. He/she shall perform such other duties as may be assigned by the chairman. TREASURER. The treasurer shall be responsible to cause all monies, funds, and securities of LEVERAGE to be safely kept in accordance with instructions of the Board of Directors. The treasurer shall have authority to borrow money on behalf of LEVERAGE when expressly authorized to do so by the Board of Directors. The books of account and records shall, at all reasonable times, be open to the inspection of the directors. The books shall be audited annually by a certified public accountant. The Treasurer shall be a member of the Leagues of Southeastern Credit Unions audit committee. The Treasurer shall furnish to the directors, whenever required by them, such statements and abstracts of records as are necessary for the full exhibit of the financial conditions of LEVERAGE and shall make a report to the annual membership meeting. Any actual and direct expenses incurred by the treasurer in performance of its duties as treasurer shall be reimbursed from the annual budget adopted by the Board. The Treasurer shall not be an employee of LEVERAGE. All checks of LEVERAGE shall be signed by either the chairperson, treasurer, or president or by such others deemed necessary upon approval of the Board of Directors; notes and other obligations signed by the chairman or president shall be countersigned by the treasurer or one of the vice chairmen, or as otherwise authorized by the Board of Directors. The president and all officers and employees of LEVERAGE shall be adequately bonded. SECRETARY. The secretary shall cause notice to be given of the meeting of the members, Board of Directors, and Executive Committee as required herein. The secretary shall cause to be kept a record of the votes and proceedings of all such meetings. The secretary shall cause such other books and records to be kept as the Board of Directors, Executive Committee or the chairman shall require, and shall perform such other duties as may be required by them. The Board of Directors may appoint an assistant secretary; and the chairman may direct the assistant secretary to perform the duties of the secretary during the absence of the secretary and during the secretary's inability or incapacity to act. 12
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
COMMITTEE APPOINTMENTS LEVERAGE Chairman may appoint standing committees, other than the elected Executive Committee, from members of LEVERAGE Board of Directors and membership. The Chairman appoints all standing committees, ad hoc committees, and task forces. The President will appoint a professional staff member to serve as liaison to each committee, who will be present at each committee meeting to assist you in accomplishing your objectives. The Chairman shall provide notice to the members of the committee when its committee(s) is/are to meet. The President may assist the Chairman in providing the notice of scheduled meetings. Direct staff assignments cannot be made by any board or committee member, as all staff activities must remain under the direction of the President. Ad Hoc Committees may be appointed at any time at the discretion of the chairman and/or President/CEO. Standing Committees and respective committee charge is as follows: Audit Committee - The LSCU maintains an audit committee representing all entities, therefore; the LSCU Treasurer serves as Chair along with the LEVERAGE Board Treasurer and members appointed by the LSCU Chairman. Audit Committee shall perform or direct the performance of an annual audit of LSCU and its subsidiaries and report the results of such audit to the Board at the next scheduled meeting.
13
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
CAPITAL RESERVE POLICY Objective: The creation and maintenance of this Reserve is a fundamental tenet of sound financial management. The primary objective is to establish and maintain an adequate reserve to protect LEVERAGE from significant unplanned financial events and allow for an orderly response or transition to a significant unfavorable change in financial position. Definitions:
LEVERAGE Reserves are defined as net assets as of the date of the most recent audited financial statement date. For purposes of this policy, the reserve amount is determined based on the consolidated assets of LEVERAGE, the LSCU Service Corporation Policy: It is the established goal of the Board of Directors for management to maintain net assets (Equity) equivalent to one year’s budgeted expenses for the purpose of meeting emergency needs of the League. Adopted _____________
14
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
LEVERAGE INVESTMENT POLICY Statement of Purpose The purpose of this Investment policy is to establish guidelines from which cash held and maintained by LEVERAGE shall be managed. The management will solicit input at least annually from the Treasurer and Board of Directors on the existing cash balances, expected operating needs and how best to invest any excess balance. It is the intent of the Board of Directors to manage this cash in a way that creates the best benefit to LEVERAGE. Investment Authority By approving this policy management is authorized to implement the Investment Policy described below and as recommended by management and to execute all investment transactions within the policy guidelines. As we recognize that cash and investments are an integral part of the success of LEVERAGE, management will seek professional investment advice as needed to assure that all cash assets are being invested properly. • Management for the purposes of this policy is defined as: o The CEO of LEVERAGE o COO of LEVERAGE o CFO of LEVERAGE Priority of Investment Guidelines As cash becomes available, the following sequence of investment objectives will be followed: •
Level 1 - will be to maintain an operating account that best fits the short term liquidity needs of LEVERAGE. All operating cash will be retained in an interest bearing checking or savings account in one of the approved institutions listed in the table at the end of this document. o Maximum cash levels for this purpose are defined as three months of average operating expenses from the preceding year.
•
Level 2 - As cash balances exceed the “operating cash” needs per Level 1, LEVERAGE will invest in short-term CDs in the approved institutions listed below. These investments will use a ladder approach using 3 month, 6 month, 9 month and 12 month CDs. o Level 2 maximum cash balances are defined as three times the Level 1 cash balances.
•
Level 3 - Once short-term investment goals are reached under level 2, and as cash flow allows, LEVERAGE will purchase investments that limit exposure to moderate risk with a higher degree of return in the long-term. These long-term investments will adhere to the following guidelines. o Investment maturities shall not exceed five (5) years. 15
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
o Investments will be made with maturities up to five (5) years in equal increments. This will help reduce the risk of cash shortages, smooth out cash inflows and make expansion and larger scale projects more manageable in the future. o U.S. Treasuries and Agencies will be held in safekeeping by a Board approved corporate credit union or investment firm. o All investments made under the guidelines of Level 3 must be approved by the Treasurer or the Chairman of LEVERAGE. Approval of Investment Firms or Corporate Credit Unions Investment firms and/or corporate credit unions shall be approved by the Board of Directors to conduct business with LEVERAGE. Once approved, the Board will annually review them to ensure that they continue to meet the requirements. Approval for corporate credit unions requires the following: • •
Corporate rated A1 by Standard & Poors. Should a corporate drop below the A1 rating; no new investments may be made with that corporate unless approved by LEVERAGE
Audit Trail • Investments will usually be handled by telephone or e-mail. Corresponding confirmation and verification must be received and maintained in the LEVERAGE office. • All wire transfer notices initiated by LEVERAGE will be subsequently reviewed and approved by the Treasurer of LEVERAGE • LEVERAGE checking account will be acknowledged in writing by approved institutions as the only receiving account to which LSCU funds shall be remitted or made payable. • LEVERAGE checking account depository shall acknowledge in writing that only institutions identified in writing over the signatures of at least two of the following: Chairman, Treasurer, CEO and CFO shall be a recipient of outgoing wires. • All investments and holdings will be audited at year-end for accuracy and confirmation letters will be sent to all approved investment firms and corporate credit unions. Report to the Board The management will provide the Board of Directors with a monthly report (if investments exist) listing all investment vehicles by name, yield, amount and maturity date.
16
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
LEVERAGE POLICY GUIDELINES TYPES OF INVESTMENTS Level I
Level II
Level III
Term
N/A
Up To 1 Year
Up to 5 years
Exposure to Risk
Extremely Low
Very Low
Moderate
Authorized Types
I N T E R E S T
C E R T I F I C A T E
B E A R I N G
D E P O S I T
O F
C H E C K I N G A C C O U N T S
A N D
S A V I N GS A C C O U N T S
•
U.S Government
• •
Securities U.S. Federal Agencies Federal
Instrumentalities * Certificates of Deposit “A” rating or Better for the Security
Ratings
Federally Insured
“A1” rating or better for the CU
Timing Of Maturity
N/A
Due within 12 months
Smooth-out maturing investments over 5 year period to provide more consistent cash flow
Institution
Corporate Credit Unions & Credit Unions
Approved Investment Firms, Corporate Credit Unions & Credit Unions
Approved Investment Firms, Corporate Credit Unions & Credit Unions
17
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
PRESIDENT/CEO SPENDING AUTHORITY The LEVERAGE Board of Directors expects the corporation to operate within the overall approved budget. While considering this expectation, the CEO shall have additional authorization to procure, as necessary, non-budgeted goods or services, capital or noncapital, required in the performance of his duties as described by the Board. Therefore, the LEVERAGE Board of Directors hereby grants the CEO authority to procure up to $20,000 per transaction of non-budgeted goods or services deemed necessary to effectively and efficiently conduct the affairs of the corporation, emergency repairs and replacements are exempt. These are to be done at the discretion of the President/CEO. These purchases, or expenditures, will be reported immediately to the Treasurer and to the Board of Directors no later than the next meeting.
18
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
Spouse/Guest Participation LEVERAGE encourages spouse/guest of directors to be active in, and be knowledgeable of, the corporate affairs of these organizations, and to support directors and officers in carrying out the duties and responsibilities of their respective offices. LEVERAGE will annually budget for the cost of meals consumed at scheduled dinner meetings and hotel room differentials for spouse's/guest’s participation. Transportation costs and incidental meal costs for spouses/guests are not reimbursable.
19
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
POLICIES GOVERNING DIRECTOR/COMMITTEE EXPENSE REIMBURSEMENTS
1. No claim shall be made for any item of expense which has or will be reimbursed by any other source. 2. The Treasurer shall have authority to refuse to approve any item on an expense voucher. If claimant desires to do so, he or she may ask the Treasurer to bring the disputed item before the Board in an executive session for a decision. 3. Lodging, travel and related expenses incurred in conjunction with attending LEVERAGE Board and Committee meetings shall be covered at actual cost. The current IRS mileage allowance will be reimbursed. Expenses will be reimbursed for travel to meeting, day(s) of meeting, and return travel. Actual air fare by shortest route to and from the point of meeting. Reasonable expenses related to parking, tolls, tips, taxi fare, registration fees (if applicable) and business-related calls to respective meeting. 4.
Directors wishing reimbursement for expenses incurred while attending LEVERAGE approved meetings must submit an expense voucher to LEVERAGE office within 60 calendar days of the called meeting; except that LEVERAGE Treasurer shall have the authority to waive this requirement under adverse circumstances. All expenses greater than $25.00 must be supported by receipts.
5.
Certain items of expense may be charged directly to LEVERAGE such as hotel bills which you would sign for; airline charges for which you receive a ticket from the League and other transportation charges for which you sign.
20
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
TRAVEL EXPENSE POLICY TRAVEL EXPENSE POLICIES For Board and Committee Members of LEVERAGE, the LSCU Service Corporation
I.
TIME LIMITS - Those attending board or committee meetings may be paid allowable expenses only for the 24 hours prior to the first meeting and 24 hours succeeding the close of the last meeting at which their attendance is required.
II.
ALLOWABLE EXPENSES - The following expenses are allowable by LEVERAGE: A. Transportation: Travel to the meeting from the permanent residence of the traveler and return should be by the shortest route possible. The following expenses will be approved: (1) the actual commercial fare indicated on receipt vouchers; or (2) the mileage allowance as specified for individuals. (NOTE: Approval for travel by means or routes, other than those stated above, must be obtained in advance from the League treasurer or president.) B. Taxi: Reasonable taxi fares necessary and incidental to the official business for which travel is authorized are allowable. C. Parking: When privately owned car is used, reasonable parking fees are allowable. D. Lodging: Actual cost of room rate for hotel or motel accommodations as arranged for the meeting are allowable. E. Meals: Reasonable costs of meals including necessary tips are reimbursed when incurred during travel time and while in attendance at the meeting. Meals paid for other qualified persons must be explained. F.
Tips & Other Expenses: Reasonable tips, such as for hotel bellboys, car and/or baggage attendants, are considered allowable. Other necessary expenses incurred by those traveling for LEVERAGE must be described in writing and receive appropriate approval. (These would include long distance telephone calls, postage and any others not specifically provided for in these policies.)
III.
UNALLOWABLE EXPENSES - The following expenses are not allowable by LEVERAGE:: (1) expenses of anyone other than the person specifically authorized to travel on official business; (2) any expense incurred without reasonable effort to transact the business in the most economical manner consistent with reasonable convenience and comfort to the traveler; and (3) committee meeting rooms, other than those arranged for or approved by LEVERAGE:. Reimbursement for First Class travel is prohibited unless pre-approved by the Treasurer.
IV.
SUBMISSION OF EXPENSE VOUCHERS - All vouchers should be submitted to LEVERAGE: office as soon as possible, but no later than 60 days after the meeting. Vouchers will be processed immediately; and if no unauthorized expenses are evident, reimbursement checks will be made by return mail.
V.
APPROVAL OF EXPENSE VOUCHERS - All expense vouchers must be approved by the treasurer or president. Any questionable items on which there is disagreement will be referred to the Treasurer for his decision. The decision of the Treasurer will be final. NOTE: LEVERAGE requires each traveler to keep accurate records and obtain receipts or explanations, thereof, to justify all reimbursable expenses. We believe the above policies are for your benefit under the circumstances.
21
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
LEVERAGE, the LSCU Service Corporation BOARD OF DIRECTORS & COMMITTEES EXPENSE REPORT NOTE: PLEASE REVIEW TRAVEL EXPENSE POLICIES BEFORE COMPLETING
The following expenses were incurred by while attending a meeting of the LEVERAGE: Board of Directors LEVERAGE: Executive Committee ____________________________________ Committee held at on , 20 . TRANSPORTATION (1) Commercial: $_______________
(Receipt
(2) Private: ( $_______________
must
be
attached)
@ standard IRS mileage rate
TAXI (
# of miles)
).................................................................................$______________
PARKING (
)............................................................................................. $______________
LODGING (Receipt must be attached).............................................................................................$______________ MEALS (Mon)
(Tues)
(Wed)
(Thurs)
(Fri)
(Sat)
(Sun)
Bk. $
$
$
$
$
$
$______
Lun.$
$
$
$
$
$
$______
Din.$
$
$
$
$
$
$______
Tot.$
$
$
$
$
$
$______
Total Meals TIPS & OTHER EXPENSES ( TOTAL EXPENSES
______________ (Explanation) $____________________
) $_______________
MAIL TO: LEVERAGE, the LSCU Service Corporation Attn: Carol Lucas Post Office Box 380428, Birmingham, AL 35238 Make Check Payable To: _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ Approved By: ____________________, __________, President/CEO Effective with IRS change on January 1, 2010
22
Date Approved: _____________
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
GENERAL POLICY STATEMENTS 1. All LEVERAGE directors are entitled to receive Credit Union Magazine at LEVERAGE League expense upon request from each individual director. 2. Officials Insurance Coverage: All Board members, committee members, and chapter and district presidents shall be covered by travel accident insurance provided by LEVERAGE. LEVERAGE shall carry an officers’ and directors’ liability policy and professional liability coverage. 3. Directors and Officers Liability Coverage: Coverage of $1,000,000.00. Directors and Officers Liability coverage, provided through CUNA Mutual Group, protects LEVERAGE Directors, including the Officer positions, committee members, and the Security Officer appointed according to NCUA regulations. The limits include defense, judgments, and settlements in suits that may arise against the insured while in the capacity of Director or Officer for alleged breach of duty, neglect, error, misleading statements, omissions or other wrongful acts. 4. LEVERAGE Board shall meet at least four (4) times a year or more often, as required to conduct business of the League. 5. All board members shall receive proper orientation and training, and shall be encouraged to continue professional development. 6. LEVERAGE will hold an annual planning session to review objectives established by the Board of Directors. 7. All LEVERAGE Board meetings and Committee meetings shall have official notes/minutes.
23
L E V E R A G E ,
T H E
L S C U
S E R V I C E
C O R P O R A T I O N
OFFICE OF THE PRESIDENT Board Policies Applied Exclusively to the President 1. LEVERAGE President and Chairman of the Board shall decide the time and place of all Board meetings. 2. Creation of or changes to staff job descriptions, changes of salary, decisions to hire or fire, shall be the responsibility of the President. 3. The President shall work with Board and follow policy related to investments set forth by the Board of Directors of LEVERAGE. Policy is contained in this manual (page 15). 4. The President will provide each director a monthly analysis of LEVERAGE’s financial affairs.
24