1301:9-2-13 Compensation.

(A) No director or committee member shall receive compensation for his services as such, except for reimbursement of expenses incurred in connection with the business of the credit union, if authorized by the board of directors.

(B) As a fiduciary the director:

(1) Shall act for the benefit of the credit union;

(2) Has a duty not to profit at the expense of the credit union;

(3) Has a duty not to compete without the consent of the credit union;

(4) Has a duty to make full disclosure to, and to operate fairly when engaged in transactions with, the credit union;

(5) Must avoid all but arms-length transactions.

(C) All transactions, other than expenses reimbursement and employee wages, between the credit union and the members of the board of directors, committee members, employees, immediate family thereof or businesses controlled thereby must be disclosed annually on a form prescribed by the superintendent. This form is a required report and shall remain confidential.

(D) The board of directors shall adopt a travel and expense reimbursement policy and procedures and forward a copy to the superintendent for review. The policy and procedures shall, as a minimum, include:

(1) Board resolution adopting policy and procedures;

(2) Procedure for monitoring compliance with the policy and IRS guidelines, which shall include review by the credit union’s accountant or audit committee;

(3) Audit trail with hard copy available for review by examiners;

(4) Criteria for reimbursement

(5) If the policy is abused, reimbursement to the credit union by the individual; and

(6) Safety and soundness considerations.

(E) For purposes of this rule, if authorized by the board of directors and pursuant to IRS guidelines, reimbursement for guest expenses is not considered compensation.

(F) A credit union may provide, at its expense, a director or committee member reasonable health, accident, and related types of personal insurance protection.

Effective: 07/01/2006

R.C. 119.032 review dates: 03/17/2006 and 11/15/2010

Promulgated Under: 119.03

Statutory Authority: 1733.41

Rule Amplifies: 1733.22

Prior Effective Dates: 8/3/93