2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 4 - CREDIT UNIONS (§§ 45-4-101 — 45-4-1904) › Part 2 - ORGANIZATION AND OPERATION (§§ 45-4-201 — 45-4-208) › Section 45-4-202 - Board of directors - General management - Special duties

The board of directors has the duty of general management of the affairs, funds and records of the corporation, and shall meet as often as may be necessary, but in no event less than monthly. Unless the bylaws shall specifically reserve any or all of the duties to members, it is the special duty of the directors to:
(1)
Act upon all applications for membership and on the expulsion of members; however, the board of directors may appoint a membership officer from among the members of the credit union, other than the treasurer, assistant treasurer or loan officer, who may approve applications for membership under the conditions that the board may prescribe, except that this membership officer shall submit to the board at each regular meeting a list of approved or pending applications for membership received since the previous regular meeting;
(2)
Inspect or cause to be inspected the securities, cash, and accounts, and to review the acts of all committees and the officers of the credit union at frequent intervals, but in no event less than annually. The board of directors shall make or cause to be made, at least annually, a thorough review or audit of the receipts, disbursements, income, assets and liabilities of the credit union for the year and shall make a full report thereon to the membership, which report shall be read or provided at the annual meeting and shall be filed and preserved with the records of the credit union. The board of directors shall determine whether to appoint a supervisory committee to carry out these duties and functions and to report its findings to the board in accordance with its directives;
(3)
Determine, from time to time, rates of interest that will be allowed on members' special accounts and charged on loans;
(4)
Determine the amount of the blanket surety bond that is required for all officials and employees, which amount shall be as follows:
(A)
For one (1) year from the charter date, the bond shall be not less than one thousand dollars ($1,000);
(B)
Thereafter, the bond shall not be less than thirty percent (30%) of the true assets of the credit union, or, if the bond contains a deductible clause:
(i)
The bond shall exceed the deductible amount provided in the clause by not less than thirty percent (30%) of the true assets of the credit union;
(ii)
The amount of the bond shall be adjusted annually subject to a maximum bond requirement in any case of one million dollars ($1,000,000), or a greater amount required by the credit union share insuror; and
(iii)
The blanket surety bond does not include a deductible clause without the written approval of the commissioner of financial institutions, upon terms and conditions that the commissioner may establish by rule, and unless the credit union maintains all statutory and insuror reserves, including a reserve for the deductible equal to the amount of the deductible;
(5)
Fix, if it deems necessary, the maximum number of shares that may be held by and the maximum amount that may be loaned to any one (1) member;
(6)
Declare dividends;
(7)
Fill vacancies on the board of directors until the election and qualification of successors;
(8)
Have charge of the investment of funds of the corporation, other than loans to members and to perform other duties that the members may, from time to time, authorize;
(9)
Review the acts of all committees and the officers and to remove by two-thirds (2/3) vote of the entire board of directors any or all members of the committees or the officers for cause, including the failure to discharge assigned responsibilities, any acts involving dishonesty or breach of trust, any act, omission or practice that constitutes a breach of fiduciary duty to the credit union or that is a violation of the credit union's bylaws, policies, or the laws or regulations of the state; and
(10)
On January 1, 1990, all credit committees and supervisory committees existing by virtue of prior legislation shall be dissolved. Resolutions or other actions taken by a board of directors prior to January 1, 1990, for the purpose of establishing committees or procedures consistent with its provisions and so stating, shall be valid, and shall be effective as of January 1, 1990.
Acts 1923, ch. 68, § 12; Shan. Supp., § 2198a18; Code 1932, § 3845; Acts 1963, ch. 30, § 3; 1979, ch. 86, § 3; T.C.A. (orig. ed.), § 45-1813; Acts 1985, ch. 17, § 2; 1989, ch. 223, §§ 3-6; 1992, ch. 584, §§ 1, 2.