§ 28-7-1-16 — Board of directors; board officers; credit union officers; board meetings; executive committee; directors' duties; loan officers; delegation of duties; suspension or removal of officer; action by written consent

(a) Not more than thirty (30) business days
after the conclusion of the annual meeting, the board of directors shall
elect from its own members:
(1) a chairperson;
(2) a vice chairperson or vice chairpersons;
(3) a secretary;
(4) a treasurer; and
(5) other officers determined necessary by the board of directors.
(b) The board may appoint officers of the credit union.
(c) The office of secretary and treasurer may be held by the same
person. The board may appoint:
(1) an assistant secretary;
(2) an assistant treasurer; or
(3) both an assistant secretary and an assistant treasurer.
(d) The board of directors shall have the general management of the
affairs, funds, and records of the credit union and shall meet at least
monthly, in person or by any means of communication by which all
directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting in accordance with this
subsection is considered to be present in person at the meeting.
Minutes of every meeting of the board of directors or executive
committee shall be kept and maintained.
(e) The board may appoint an executive committee to exercise
authority delegated to it by the board. The board retains ultimate
responsibility for authority delegated to an executive committee.
(f) It is the duty of the directors to do the following:
(1) To determine:
(A) the maximum number of shares which may be held by a
member; and
(B) the maximum amount which may be loaned to a member.
(2) To amend the bylaws, provided that the qualifications for
membership in the credit union are principally defined in the
articles of incorporation.
(3) To fill vacancies on the board and the credit committee until
the next election.
(4) To set the compensation of members of the board, credit
committee, or supervisory committee.
(5) To establish and annually review written lending and
investment policies and other policies necessary for the prudent
operation of the credit union.
(6) To approve an annual operating budget for the credit union.
(g) The board may appoint loan officers. Each loan officer shall
furnish to the credit committee or to the board a record of each loan
approved at its next meeting. A loan officer, including the treasurer or
assistant treasurer, shall not have authority to disburse funds of the
credit union for any loan which has been approved by the loan officer.
(h) A credit union board is responsible for the performance of all of
the duties listed in this subsection. The board may delegate the
performance of the duties to the chief executive officer, who may
further delegate one (1) or more of the following duties:
(1) Approving, disapproving, or otherwise acting on applications
for membership.
(2) Determining the interest rates on loans and on deposits.
(3) Hiring employees other than the chief executive officer and
fixing the employees' compensation.
(4) Making and selling investments according to investment
policies adopted by the board.
(5) Designating one (1) or more depositories for funds.
(6) Establishing procedures to implement policies of the credit
union board.
(7) Establishing internal controls as necessary.
(8) Determining the amount of a dividend after providing for any
required reserves and declaring the dividend.
(i) The board of directors by a majority vote may suspend or remove
any officer from the officer's duties as an officer.
(j) Unless specifically prohibited by the bylaws, if this chapter
requires or allows a credit union board to take an action at a meeting,
the board may take that action without a meeting if a consent in writing
setting forth the action taken is signed by all of the directors entitled to
vote on the matter. A written consent under this subsection must
contain one (1) or more written approvals, each of which sets forth the
action taken and bears the signature of one (1) or more directors. The
directors shall deliver the directors' signed approvals to the secretary,
and the secretary shall file the approvals in the corporate records of the
credit union. An action taken by written consent under this subsection
is effective on the date that all the directors have approved the consent
unless the consent specifies a different effective date. A consent signed
by all the directors has the same effect as a unanimous vote. The credit
union may represent that the action was approved by a unanimous vote
in any document filed with the department under this act.
Formerly: Acts 1961, c.182, s.16; Acts 1969, c.133, s.3; Acts
1974, P.L.130, SEC.4. As amended by Acts 1977, P.L.294, SEC.8;
P.L.270-1983, SEC.5; P.L.228-1993, SEC.4; P.L.263-1995, SEC.13;
P.L.62-1999, SEC.6; P.L.141-2005, SEC.15; P.L.35-2010, SEC.155;
P.L.69-2018, SEC.54.