TITLE XXXV BANKS AND BANKING; LOAN ASSOCIATIONS; CREDIT UNIONS
CHAPTER 383-E CREDIT UNION ACT
ARTICLE 5 Directors and Officers
Section 383-E:5-506
383-E:5-506 Responsibilities of Directors and Officers. –
(a) The governance of a credit union shall be the responsibility of the board of directors. The board shall establish the policies for the conduct of the affairs of the credit union and shall supervise the affairs of the credit union to ensure that such policies are being adhered to by its officers and employees and that its operations are in compliance with federal and state laws and regulations and the credit union's organizational documents. Neither the board nor individual directors may delegate their duties to govern the credit union. Each director shall discharge his or her duties under the same standards that exist for a director of a business corporation under the Corporation Act except that director shall be subject to a fiduciary duty when he or she is acting on matters related to the proprietary interests of members.
(b) The president shall be responsible for carrying out the policies of the board and managing the day-to-day affairs of the credit union and shall be accountable to the board of directors in the performance of his or her duties. Each officer with discretionary authority shall discharge his or her duties under the same standards that exist for an officer of a business corporation under RSA 293-A:8.42 except that an officer of a credit union which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the proprietary interests of members.
(c) Subject to its oversight and any limitation set forth in the organizational documents or this chapter, the board of directors of a credit union may create one or more committees, delegate to each committee any powers and duties that the board of directors deems appropriate, and appoint one or more directors, officers, and other natural persons to serve on each committee. The following requirements shall apply to any committee so created:
(1) Each member of a committee shall be subject to the same standards of conduct to which a director is subject in accordance with this section;
(2) Each committee shall keep minutes of its activities and shall report to the board of directors as frequently as the board of directors requires; and
(3) The creation of, delegation of power or duties to, or action by a committee does not alone constitute a director's compliance with the standards of conduct as set forth in this section.