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

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

(c)  Notwithstanding any other provision ofthis article, a credit union may use any titles it chooses for the officialsholding the positions described in this article, as long as such titles are notmisleading.

(d)  The board of directors may appoint fromits own number an executive committee, consisting of not less than threedirectors, 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 leastonce a month and shall have the general direction and control of the affairs ofthe credit union.  The board may meet at other times as is necessary.  Minutesshall be kept of all meetings of the board of directors.

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

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

(2)  Purchase adequate fidelity coverage for thepresident and for other officers and employees handling or having custody offunds or property;

(3)  Approve an annual operating budget for the creditunion;

(4)  Authorize the conveyance of property;

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

(6)  Appoint any special committees deemed necessary;and

(7)  Perform such other duties as the members fromtime to time direct, and perform or authorize any action not inconsistent withthis chapter and not specifically reserved by the bylaws for the members. [L1993, c 350, pt of §1]