§412:10-112 Board of directors. (a) The governing body of a credit union shall be its board of directors. The board shall consist of an odd number of directors, at least five in number, to be elected annually by and from the members as the bylaws provide. All members of the board shall hold office for such terms as the bylaws provide. The terms of office may be staggered so that an approximately equal number expire each year. Any vacancy occurring on the board shall be filled until the next annual election by appointment by the remainder of the directors. At all board meetings a majority of the board shall constitute a quorum. The board shall have such power, authority, duties, and responsibilities vested in and imposed on directors by law.

(b) At their first meeting after the annual meeting of the members, the directors shall elect from their number the board officers specified in the bylaws. The bylaws shall specify the specific duties of each of the board officers. The terms of the board officers shall be one year, or until their successors are chosen and have been duly qualified.

(c) Notwithstanding any other provision of this article, a credit union may use any titles it chooses for the officials holding the positions described in this article, as long as such titles are not misleading.

(d) The board of directors may appoint from its own number an executive committee, consisting of not less than three directors, which may be authorized to act for the board in all respects, subject to any conditions or limitations prescribed by the board.

(e) The board of directors shall meet at least once a month and shall have the general direction and control of the affairs of the credit union. The board may meet at other times as is necessary. Minutes shall be kept of all meetings of the board of directors.

(f) In addition to the duties found elsewhere in this article, it shall be the special duty of the board of directors to:

(1) Authorize the employment and compensation of the president who will act as the chief executive officer of the credit union and be in active charge of its operations. The president shall hire such other persons necessary to carry on the business of the credit union;

(2) Purchase adequate fidelity coverage for the president and for other officers and employees handling or having custody of funds or property;

(3) Approve an annual operating budget for the credit union;

(4) Authorize the conveyance of property;

(5) Borrow or lend money to carry on the functions of the credit union;

(6) Appoint any special committees deemed necessary; and

(7) Perform such other duties as the members from time to time direct, and perform or authorize any action not inconsistent with this chapter and not specifically reserved by the bylaws for the members. [L 1993, c 350, pt of §1]