RPI EMPLOYEES FEDERAL CREDIT UNION (RPIEFCU) SUCCESSION PLAN POLICY PLANNING AND PREPARATION 5/16/2011 The Board of Directors and Management of the RPIEFCU recognize that a realistic succession plan is critical to the future of a strong organization. RPIEFCU has grown in both size and complexity over the years and this growth requires a talented and stable management structure. To ensure that committed, capable and experienced management continues to occupy leadership positions, RPIEFCU is adopting this specific process in order to: A. Ensure continuous service to our membership; B. Anticipate future positions needs; C. Identify and prepare interested, capable team members for advancement opportunities; D. Fill vacancies using internal candidates where appropriate; E. Hire and groom future leadership. This Succession Plan assumes that: Equal consideration will be given to both internal and external candidates to fill a vacancy. The primary role of the Board of Directors is to set the general direction, stability and soundness of this credit union. They pledge to protect the interest of the membership by establishment of policy and maintenance of financial strength. The primary role of the manager is to direct the credit union in a way that considers both the long and short term interests of the membership and directors. The manager is also responsible for the day to day operations making sure that the goal and objectives set by the Board of Directors are met. The Credit Union provides each position with backup and support where appropriate, thus ensuring uninterrupted service to the membership. The Credit Union encourages advancement from within the organization. The Credit Union will provide education and training appropriate to the advancement of the individual and the organization. The role of each credit union management team member is determined by the President and Board of Directors and each report directly to the Board. The Board of Directors will attempt to hire an individual with experience in credit unions because the credit union movement and philosophy are different from other financial institutions. 1
MANAGER The manager is accountable to the Board of Directors for the efficient and effective operation of the credit union, the safeguarding of funds, records and property, carrying out the policies as contained in the bylaws, government regulations and promoting good member, employee and public relations. It is imperative that successors are trained and in place in the event of an emergency need for an interim manager. In the event of an emergency, designees of the board of directors will receive training in the month-end close/preparation of financial statements, as well as other procedures deemed necessary. A controlled notification of intent to vacate the manager position allows for a more orderly preparation. This plan addresses both emergency succession and planned succession. GENERAL GUIDELINES: 1. The Board of Directors is responsible for appointing an appropriate interim Manager whenever necessary. 2. The Board of Directors shall have the authority to engage and compensate external expertise for the search and/or hire process. These may include, but not be limited to: attorneys, search consultants or relocation consultants. 3. The Board of Directors shall be responsible for all internal and external communications related to the departure of the current manager, conduct an executive search, and the announcement of a successor. 4. Manager candidates may request privileged, confidential and/or publicly distributed information relating to the business and financial affairs of the RPIEFCU. The Board of Directors shall have the right to determine what information may be provided to the short list of qualified candidates. This information may include: financial, business, legal, regulatory, active or pending litigation, contractual and other. In some circumstances, the disclosure of, or failure to disclose, pertinent information to candidates may constitute a basis for subsequent legal recourse, and the Board of Directors may want their decision to be guided by legal counsel. Candidates, prior to release of information, will be required to sign a confidentiality agreement form. 5. A change of manager audit will be performed at the appropriate time by a credit union experienced auditing firm to protect both the outgoing and the incoming manager. It is assumed that the best auditing firm will be the one currently under contract for the annual audit of the credit union due to their familiarity with the credit union and its team. Emergency Succession In the event of the emergency absence of the manager, the board of director designee may be appointed acting manager with the guidance of the Board of Directors. If the board of director designee cannot fill the position, then the Board of Directors will take the 2
necessary steps to provide for the duties and responsibilities of the manager until such time as the manager returns or a new manager is named. A. The First 24 Hours If the board of directors designee is unwilling to serve then the Board of Directors will be responsible for the operations of the credit union until and unless the Board of Directors make the appointment of an interim manager. Responsibility lies with the Board President. The following will be contacted and informed of the vacancy: o Management team member(s) o President Board of Directors o Remaining members of the Board of Directors o Chairperson Supervisory Committee A Meeting of the Board of Directors will be convened as soon as possible by the Board President preferably not more than 24 hours after notification. An attorney will be contacted with questions or concerns relating to legal issues o A meeting of the full employee team/staff will be held to explain the situation and the anticipated actions. The team will be reminded that the Board of Directors is responsible for any communication in relation to the situation. Explanations of how they are allowed to relate the situation to members, etc. will be provided. o Considerations for discussion include: The fact that the former manager is no longer responsible for the credit union Reason for departure if it can be shared Response that team members are allowed to give to members, vendors and others who ask Person or persons responsible for providing information to the media, members, vendors and others Person named as interim manager Projected process for replacement of manager with anticipated time frames When and how additional information will be provided 6. Notification will be provided to the following: National Credit Union Administration NCUA State Examiners Bonding Insurance Group All depository banks and corporate credit unions Attorneys Service organizations and vendors (as appropriate) 7. Determine need to: Secure records o Cash, checks, money orders and traveler s checks o Employee files o Loan documents 3
Change combinations and locks if deemed necessary: o Door locks o Security codes o Vault and safe combinations Secure personal property of departing manager Change authorization cards, as appropriate o Corporate credit unions o Federal reserve o Corporate charge card o Any other depository Prepare necessary Board resolutions B. The First Week (within five (5) business days): 1. Board of Directors meeting will: a. Determine course of action b. Establish time frames 2. President to consider morale, organizational climate and interim management styles 3. Board to determine appropriate compensation for interim manager 4. Board to appoint search committee, if not already in place 5. Board to contact the New York State Credit Union League s human resources department requesting assistance in filling the position. The league may have some resumes on file and may help with advertising the position C. The First Month 1. The Board of Directors will proceed with processes toward hiring a new manager; follow guidelines as indicated under planning and preparation (page 1 of this plan) and General Guidelines (page 2 of this plan). 2. The Board will maintain strong communications with the management team as to the progress of events. It is critical that they feel informed and assured. 3. Attempt to fill the manager position within 90 days or less 4. Consider necessity of more frequent board meetings Planned Manager Replacement Normally a planned, timed replacement of the manager allows appropriate preparation and transition of change. The Board of Directors would hope for a 90 180 day announcement for intent to leave in order to have an orderly transition. The following are the administrative guidelines on which the credit union will proceed to fill a proposed manager vacancy. 4
1. The Board of Directors will follow the sequences below for the orderly replacement of a manager. The final schedule of these steps will be determined by the Board: Determine if a consultant will be used Establish budget requirements Refine attributes and expertise desired Refine job description Refine compensation package Compile potential consultant firms Prepare advertisement Publish advertisement Begin interviews Select short-list of candidates Conduct second interviews Conduct testing, credential search and references Confirm new manager New manager begins position Introduce new manager at Annual Meeting Current manager retires 2. When the Board of Directors have hired a candidate for the Office Manager position, a time may be established by the Board where the exiting Office Manager and the newly hired Office Manager work together to help ensure a smooth transition. 3. A Search Committee may be appointed by the Board of Directors with the responsibility of monitoring the plan, the timeliness of the process and to recommend the final candidates to the Board of Directors. Members of the Board of Directors will make up the Search Committee in part, or in total. It is recommended that the committee consist of three to five individuals. The current manager will be involved with the search, as the Board sees fit. 4. The Board of Directors will determine if the Search Committee will act on the full responsibilities of the search process, or if an outside consulting firm will be used for the bulk of the processes. If an outside firm is hired, it is important to determine their responsibilities and cost and to solidify details in a signed written contract. 5. The Board of Directors, with the assistance of the interim manager, will update the job description and other appropriate information for the position and provide this data to the Search Committee or consulting firm. 6. Advertising for the manager position will include appropriate publications. Members of the management team and other possible internal candidates should also be notified of their ability to apply and how this should be performed; i.e., directly to the Search Committee or to the consulting firm. 7. Screening of qualified candidates may be the most time-consuming element in recruiting for the manager position. The committee may want to review the means of conducting a comprehensive screening process. Normally all resumes will be reviewed for basic qualities and experience and reduced to a workable number. Final interview candidates will normally be limited to 3 to 5 candidates. Final presentation 5
to the Board should be the one or two candidates determined to be the best by the Search Committee and/or consulting firm. If this selection is not acted by the Board of Directors, the Search Committee and/or consulting firm should then present their third choice option. 8. Verification of candidate s credentials and employability may include, but not be limited to: a. Educational transcripts b. Reference checks c. Credit bureau reports d. Bond check 9. Publish articles in appropriate publications: a. Announce retirement of current manager b. Introduction of new manager During the search of a new manager, the Board will avail itself of input from the management team and employees as it deems necessary to continue the management of the credit union and the selection of a new manager. Change of Manager Audit A change of manager audit review should include, but not be limited to the following: 1. Secure keys to all credit union locks 2. Change all locks and combinations, if deemed necessary 3. Count all liquid assets of the credit union and reconcile to records. This will include cash, traveler s checks, etc. 4. Give manager a receipt for funds under their control 5. Inventory and reconcile investments 6. Inventory credit union safe deposit box, if applicable. Review last entries and entrance card 7. Review supply of blank checks, money orders, traveler s checks, etc. 8. Remove manager s name from records authorizing him/her to perform business on behalf of the credit union o Bank accounts to include signature facsimile on all check endorsers o Safe deposit box (if one is being utilized) o Security o Pension administrator o Insurance companies o Vendors 9. Request cut-off credit union bank statement and reconcile 10. Review manager related accounts at credit union 11. Review all loan documentation associated with accounts in item #10 for completeness 12. Secure any credit cards issued to manager in the credit union s name 13. Supervise the removal of personal possessions 14. Normal employee exit process will apply 6
15. Inform employees of change and prepare a response for them for membership questions. A person designated by the Board of Directors should handle specific questions, particularly from third parties. Board Succession Planning 1. The Board of Directors share in the responsibility of recruiting potential directors and committee members. The directors will continuously look to recruit members who have backgrounds which will benefit the credit union. 2. Attention will be focused from within the various departments at the sponsor: security, administration, finance, human resources, maintenance, etc. The Board of Directors should represent a cross section of the membership to ensure continued identity with the field of membership. 3. The maximum number of directors will be nine and the maximum number of supervisory committee members will be three. 4. The President of the Board of Directors will interview members who have volunteered, or been nominated by a director or committee member to eventually fill vacancies on the Board of Directors and Supervisory Committee. During the interview with potential candidates, the President will discuss the duties and responsibilities of the directors and supervisory committee. The President of the Board will report the results of the candidates interview with the Board. 5. Candidates for expired terms will be presented to the membership at the Annual Meeting for elections. Candidates to fill unexpired terms will be appointed by the President of the Board of Directors to fill the remainder of the unexpired term. 6. Directors are expected to attend monthly meetings. If a director cannot attend a board meeting, he or she should call the President or secretary of the Board prior to the meeting to be excused. If a director misses four meetings a year, they may be replaced according to Section Article VII, Section 8 of the NCUA Bylaws. Approved by the Board 6/15/09 Reviewed and Approved by the Board on 5/16/2011 7