BOARD CANDIDATE INFORMATION KIT
BOARD CANDIDATE INFORMATION KIT
Dear Prospective Board Candidate:
Thank you for your interest in becoming a director of Alterna Savings. The Board
elections will take place at our Annual General Meeting (AGM) on April 6, 2010 at 6:00
p.m., at the Hampton Inn and Conference Centre in Ottawa with simultaneous coverage
at the Metro Toronto Convention Centre, Constitution Hall.
This kit contains the Official Nomination Form, provides information about the nomination
process, candidate eligibility criteria, Alterna Savings Election Campaign Policy and
general information about Alterna Savings and credit unions. More information on Alterna
Savings is available at www.alterna.ca.
To assist those who are interested in considering candidacy, the Board appoints a
Nominating Committee each year. The Committee‟s role is to ensure the members are
fully informed of the elections; to consider the desired skills and capabilities of candidates
and of the Board as a whole; to recruit qualified candidates and to bring forward a
sufficient number of candidates to ensure that an election takes place.
The Board of Directors has tasked the Nominating Committee to assess not only that all
the candidates meet the minimum qualifications in place, but also which candidates can
be 'recommended' to the membership as meeting the criteria of skills, knowledge,
experience and attributes required of a director of Alterna Savings and Alterna Bank. A
recommendation from the Nominating Committee will be based on the information
received from the candidates through their interviews and written materials as well as a
gap analysis of the Board's skills, knowledge and experience.
If you have any questions about the enclosed information, you may speak with Madeleine
Brillant, our Vice President Corporate Affairs, at 613-560-0850 or by email at
Madeleine.Brillant@alterna.ca. Or if you wish to speak with me directly, please leave a
message with Madeleine and I will get back to you as soon as possible.
OFFICIAL NOMINATION FORM - BOARD OF DIRECTORS
Each Board candidacy must be supported by two other members using this form.
As members of Alterna Savings, we are pleased to nominate:
(Print candidate‟s name)
to stand for election to the Board at the 2010 Annual Meeting of Alterna Savings.
Nominator Name Signature of Nominator Member #
Acceptance of Nomination
I accept this nomination as a candidate for election to the Alterna Savings Board.
Signature of Candidate1 Member Number Date
E-mail address: _________________________________________________
Telephone (day): _________________________________________________
Telephone (evening): _________________________________________________
Included with this Nomination Form are the following documents:
Completed Areas of Expertise/Experience Assessment (page 4) _____
Completed Skill/Capability Assessment (page 5) _____
Biography (maximum 300 words) (please submit in Word format) _____
Contribution statement (maximum 300 words) (please submit in Word format) _____
By signing this form, you declare that you meet the Board Candidate Eligibility Requirements outlined on
page 7 of this document and agree to submit to a credit and criminal record check. You also agree to
respect the requirements of the Election Campaign Policy outlined on page 10.
Candidates should return the Areas of Expertise/Experience Assessment (page 4) and
the Skill/Capability Assessment (page 5) with the Official Nomination Form.
Candidates should also submit a short biography (strict maximum of 300 words) and a
statement indicating the contribution they would make to the Board (strict maximum of
300 words) for inclusion in the information packages to be posted on Alterna Savings‟
Internet site, to be available at branches and to be distributed to all members attending
the AGM2. As these documents will be translated into French by Alterna Savings, they
must be provided in Word format to facilitate the translation process.
Candidates who meet the minimum requirements will be invited to an interview with the
Nominating Committee, to take place on January 13, 14 or 15, 2010.
Each candidate will be given the opportunity to have a photograph taken and to record a
short message (up to a maximum of three minutes) for members voting in advance of the
AGM of Alterna Savings.
Further, candidates are expected to make a short speech (maximum of 2 minutes) at the
AGM. On-line voting takes place prior to the AGM. Members who wish to vote in person
can do so at the AGM.
The deadline for receipt of your Nomination Form, Biography, and Contribution
Statement is Tuesday, DECEMBER 15, 2009 at 12:00 noon eastern standard time. Your
material may be sent by the following methods:
handed in at any Alterna Savings branch
faxed to 613-560-0177 to the attention of Madeleine Brillant
e-mailed to Madeleine.Brillant@alterna.ca
Vice President Corporate Affairs
400 Albert Street
No matter which method of delivery is used, it must be received by 12:00 Noon Eastern
Standard Time on Tuesday, December 15, 2009. This is a firm deadline and there will be
no extension and no exception.
By signing the Official Nomination Form, you agree that your biography and contribution
statement will be posted on Alterna Savings‟ Internet site, made available at branches,
and distributed to members at the AGM.
AREAS OF EXPERTISE / EXPERIENCE ASSESSMENT
Please indicate your area(s) of expertise/experience by indicating E (expert), V (very
competent), K (knowledgeable) and NA (Not Applicable) next to the applicable items
within the following list. See below for definitions of E, V, K and NA.
1. Financial expertise
2. Senior management
3. Upper middle management
7. Information technology planning and implementation3
8. Enterprise-wide risk management
9. Community economic development
10. Co-operatives (other than credit unions)
11. Corporate social responsibility
12. Mergers and acquisitions
13. Regulatory environment
14. Strategic planning
15. Other area of expertise/experience. Please specify:
Expert: You possess a degree/diploma/certificate in a skill area and/or have work experience in
that same area.
Very Competent: You have direct, successful experience in an area as part of your work or
Knowledgeable: You possess knowledge of the basic fundamentals and concepts that are
encountered in this skill area.
Not Applicable: The area of expertise/experience does not apply to you.
The skill areas shown in bold and underlined are those that the Nominating Committee has determined,
through a skill gap analysis exercise, are particularly important for 2010.
Please return the completed Areas of Expertise/Experience Assessment with the Official
Nomination Form, your biography and contribution statement (See page 4) and
Skill/Capability Assessment (this page).
SKILL / CAPABILITY ASSESSMENT
Alterna Savings expects that each Director will bring to the Board a certain level of
knowledge and experience, demonstrate certain attributes, and adhere to certain
principles. The following questions will help you to assess the extent to which you
meet these expectations. Please indicate yes or no in the space provided.
1. Do you meet the Board Candidate Eligibility Requirements? (see page 7) ____
2. To the best of your knowledge, are you free of any conflict of interest? (e.g. you ____
can‟t be an employee of Alterna Savings or Alterna Bank or of its regulators, you
can‟t be an employee or a Director of a competing financial institution.)
3. Do you have sufficient time and energy to devote to the performance of duties ____
as a member of the Board of Directors (see page 6)?
4. Do you have good oral and written communication skills? ____
5. In your personal and professional dealings, do you demonstrate integrity, high ____
ethical standards and respect of privacy and confidentiality?
6. Are you willing to assume the responsibilities associated with the role of ____
7. Are you financially literate (i.e. able to read and understand financial statements ____
and financial reports, and assess the implications of these documents?)
8. Do you have experience serving on boards or committees of organizations that ____
have large budgets and make complex decisions?
9. Can you distinguish between the Board‟s role and Management‟s role?
10. Do you have experience as the Chair of a Board or a Committee that follows a ____
formal „Rules of Order‟ format?
11. Can you recognize and assess business risks and strategic opportunities? ____
12. Do you demonstrate the ability to think, act and speak independently and with ____
conviction and confidence?
13. Do you have experience demonstrating that you can conceptualize and think ____
strategically and that you possess good problem solving and interpersonal
14. Do you have access to a computer, printer and the Internet? ____
IMPORTANT INFORMATION FOR BOARD CANDIDATES IN THE 2010 ELECTION
This year, members will be electing candidates to fill five positions. All positions will be elected for
a three-year term.
Board Structure and Process
The Board currently has five standing committees: a Governance Committee; a Finance and
Audit Committee; a Member Relations Committee; a Human Resources Committee and a
Below is an estimate of the amount of time necessary to fulfill your role as a Director. Each
director is expected to prepare for and attend Board meetings and to sit on at least one of the
Board Committees. In addition, Board members are expected to attend two Board Retreats, in
the Spring and in the Fall.
Item Minimum Estimated Time (not including travel)
Board meeting Board meetings can last between 4 and 6 hours per meeting. They
can take place during the day or the evening. The meetings are held
either through videoconferencing between 400 Albert Street, Ottawa,
and 165 Attwell Drive, Toronto; or in person at these locations,
alternating between Ottawa and Toronto.
Read Board package 4 –8 hours per meeting
Committee Minimum 1 evening per quarter – from 6:30 p.m. to 10:00 p.m. approx.
Read Committee package 4 – 8 hours per meeting
Board planning sessions Spring: 1 weekend per year, starting Friday morning (10:00 a.m.) and
ending Saturday at 4:00 p.m.
Fall: one full day
Electronic meetings E-meetings: Number varies - 1 to 5 per quarter
Monitoring of e-mails is required twice a week at a minimum and
preferably more frequently.
Training and development, Directors are expected to attend education/training sessions and
community involvement participate in community activities
Effective May 2010, Directors will receive a $7,500 annual honorarium (paid quarterly) and $325
per half day meeting that they attend. These payments are taxable as personal income.
BOARD CANDIDATE ELIGIBILITY REQUIREMENTS
To serve as a Director of Alterna Savings, you must:
be 18 years of age or older.
be a member for more than one year4,
be a member in good standing,
not be an employee of Alterna or a former employee of Alterna for at least one
not be involved in a lawsuit against Alterna, and
be a Canadian citizen, or a person lawfully admitted to Canada for permanent
residency who is ordinarily a resident in Canada.
In addition, the following people are disqualified by the Ontario Credit Unions
and Caisses Populaires Act (Section 92(1)):
1. One whose membership in any credit union has been terminated, other than
2. One who a court has decided is of unsound mind.
3. One who is an undischarged bankrupt or who has been discharged as a
bankrupt in the 5 years preceding the date on which she or he may be elected
as a director.
4. One who is unable to obtain a bond of an insurer licensed under the Insurance
Act to write surety and fidelity insurance.
5. One who is more than 90 days in arrears in the payment of a debt owed to the
credit union unless the credit union has agreed to extend the time for repayment.
6. One who is listed as a person within the meaning of the United Nations
Suppression of Terrorism Regulations under the United Nations Act (Canada).
7. One who has been convicted, in the five years preceding the date on which he
or she may be elected as a director, of an offence as described in section 92 (3)
of the Credit Unions and Caisses Populaires Act5 and who has not received a
pardon for the offence.
8. One whose membership in a professional association has been terminated, in
the five years preceding the date on which he or she may be elected as director,
for professional misconduct.
9. An employee of the credit union or a league in which the credit union is a
member, or his or her spouse, parent or child.
10. A professional advisor who provides services to the credit union in his or her
professional capacity or who has provided such services in the three years
preceding the date on which he or she may be elected as a director.
11. An employee of the Deposit Insurance Corporation of Ontario (“Corporation”).
You have to have been a member in good standing since December 15, 2008
The Credit Unions and Caisses Populaires Act can be accessed at www.e-laws.gov.on.ca
12. A public servant employed under Part III of the Public Service of Ontario Act,
2006 whose employment duties include regulating credit unions.
13. One who has not met the training requirements6 or qualifications for directors
established by the credit union.
14. One who has not met any reasonable condition or qualification set out in the by-
laws of the credit union.
The Credit Unions and Caisses Populaires Act also requires Board candidates to disclose
if they are a party to a material contract or proposed material contract with the credit
union. You must include the disclosure with your submission if you:
a) Are a party to a material contract or proposed material contract with the credit
b) Are a director or an officer of an entity that is a party to a material contract or
proposed material contract with the credit union;
c) Have a material interest in a person who is a party to a material contract or
proposed material contract with the credit union; or
d) Are a spouse, parent or child of an individual who is a party to a material contract
or proposed material contract with the credit union.
As of August 10, 2009, there are no mandatory training requirements set by Alterna Savings
The Board of Alterna Savings has adopted a policy as it relates to its expectations
regarding the qualifications of individual Directors and the Board as a whole.
Throughout their tenure, all Directors must meet the legal qualifications for Directors set
out in the Credit Unions and Caisses Populaires Act and in the By-laws of Alterna
Alterna expects each Director to meet certain individual qualifications and the Board as a
whole to possess knowledge and experience relevant to its mandate and operations. In
general, Directors shall have the ability to act in the best interest of the Credit Union as a
whole, and independently of any particular interest arising as a result of any previous,
existing or future relationship with the Credit Union, its members, or suppliers. Board
members must have the ability to operate “as a team” at the Board level and to be able to
“speak with one voice” once a full discussion has been undertaken and a decision has
been made by the Board in accordance with its governance policies.
The Board of Directors as a whole shall be broadly representative of its membership.
As a group, the Directors shall possess knowledge and experience relevant to Alterna‟s
mandate and operations.
Alterna Savings is a large and complex credit union. In fulfilling its fiduciary and duty of
care responsibilities on behalf of the members, the Board of Directors provides oversight,
due diligence, and strategic direction. It is essential that the directors, collectively, have
the skills, qualifications, and expertise to carry out these responsibilities.
To meet this goal, the Board considers that it should have a minimum of:
3 directors who are financial experts
2 directors who have senior management experience
2 directors with upper middle management, entrepreneurial or self-employment
1 director with legal expertise
1 director with information technology planning and implementation
1 director with enterprise-wide risk management experience.
In addition, the Board believes that other valuable skill, expertise, or qualification areas
include: Community Economic Development, Co-Op experience, Corporate Social
Responsibility, Mergers and Acquisitions, Regulatory Environment and Strategic
ELECTION CAMPAIGN POLICY7
The Board of Directors determines the method and the manner in which candidates are
permitted to campaign for election. Non-compliance with the following policy may result in
a candidate’s disqualification, if the Nominating Committee so determines.
1. 0 CANDIDATE INFORMATION PROVIDED TO MEMBERS
The Nominating Committee ensures that the following information about each candidate
is made available to members through its website, in branches and at the Annual General
Meeting, in English and French:
1.1 Picture – Alterna shall arrange to have the candidate‟s picture taken and
posted to the Alterna website at its own expense
1.2 Biography – As submitted by the candidate, according to the requirements
outlined in the Board Candidate Information Kit. Alterna shall translate the
candidate‟s biography as required.
1.3 Contribution Statement – As submitted by the candidate, according to the
requirements outlined in the Board Candidate Information Kit. Alterna shall
translate the candidate‟s contribution statement as required.
1.4 Voice Over – Alterna shall arrange to have a message recorded by each
candidate at its own expense.
1.5 Speech at AGM - Each candidate is provided with the opportunity to address
members at the Annual General Meeting.
The Nominating Committee„s Report shall inform the members as to which candidates
are recommended to become a Director. The Report shall precede the candidate
information made available on-line and at the branches, and in the AGM package.
In addition, candidates may notify their friends, colleagues, acquaintances and networks
of their candidacy, and may „work the room‟ prior to the start of the Annual General
2.0 CAMPAIGNING RULES
The Board of Directors believes that the above measures provide the opportunity for
candidates to campaign in a fair, open and transparent manner. Campaigning activities
beyond the above are strictly prohibited. For more clarity, these include but are not
Approved by the Board of Directors on September 24, 2009
No candidate shall interfere with the duties or seek assistance from any
employee of Alterna or any member of the Nominating Committee in
connection with the election.
Candidates shall not campaign on Alterna premises or interfere with nor
impede any members of Alterna.
3.0 NON-ADHERENCE TO THE POLICY
Non-adherence to the Election Campaign Policy may result in a candidate‟s
disqualification. If disqualified, within 24 hours, the Nominating Committee shall give
written notice of such disqualification to the candidate and the notice shall specify the
reason(s) for the disqualification.
3.1 Impact of Candidate Disqualification
Once a candidate has been disqualified, no vote cast in favour of this candidate shall be
counted in the tally of ballots, but the ballots shall not otherwise deemed to be void.
Candidates who are unsure of the intent of any part of this policy shall contact the Chair
of the Nominating Committee for clarification.
Any dispute regarding interpretation, application or alleged violation of these guidelines
shall be dealt with by the Nominating Committee. The decision of the Nominating
Committee shall be final, non appealable and binding.
4.0 ROLES AND RESPONSIBILITIES
The Board of Directors of Alterna Savings is responsible, through the Nominating and
Governance Committees, to review this policy annually.
Nomination and Election Process
Candidates should ensure they are available on: Date
January 13,14 & 15 / January 27 & 28 / April 6
1. Information session for interested Board candidates Monday, November
Held via video conferencing between 402 Albert Street and 165 9, 2009
2. Deadline to submit the Official Nomination Form and other Tuesday, December
required material 15, 2009 at noon
3. Interviews of candidates by Nominating Committee Wednesday,
Held via video conferencing between 402 Albert Street and 165 Thursday or Friday,
Attwell Drive January 13, 14 or
4. Nominating Committee determines which candidates are By Friday, January
recommended and informs each candidate of the decision 22, 2010
5. Candidates have their photograph taken and record their voice Wednesday and /or
over (maximum of 3 minutes) at 402 Albert Street, Ottawa, or 165 Thursday, January
Attwell Drive, Toronto 27 and/or 28, 2010
6. The following is posted on Alterna‟s website and is available in February 24, 2010
Notice of Annual Meeting
Nominating Committee Report with recommendation of
Each candidate‟s photograph, recorded statement, printed
biography and contribution statement
7. In branch and electronic vote begins March 1, 2010
8. In branch and electronic vote ends April 1, 2010
9. Annual General Meeting April 6, 2010
Each candidate makes a 2 minute speech
The results of the election are announced
10. The Nominating Committee asks each candidate to respond to By end of April 2010
a questionnaire about their experience and any suggestions for
11. The Nominating Committee calls each unsuccessful candidate By end of April 2010
for a debriefing.
THE PHILOSOPHY OF CREDIT UNIONS8
Credit unions are based on a philosophy of co-operation, equality, equity and mutual self-
Open and Voluntary Membership
Membership in a credit union is voluntary and open to all within the accepted common
bond of association that can make use of its services and are willing to accept the
responsibilities of membership.
Credit union members enjoy one vote (one member, one vote) and participate in
decisions affecting the credit union, without regard to the amount of their savings or
deposits at the credit union.
Credit unions are non-discriminatory in relation to race, nationality, sex, sexual
orientation, religion or politics.
SERVICE TO MEMBERS
Distribution to Members
The surplus arising out of the operations of the credit union after ensuring appropriate
reserve levels and after payment of dividends belongs to and benefits all members with
no member or group of members benefiting to the detriment of others. This surplus may
be distributed among members in proportion to their transactions with the credit union as
interest or patronage refunds, or directed to improved or additional services required by
CREDIT UNION STRUCTURE
A credit union is a co-operative organization, which means each member has an equal
vote in electing directors to the Board.
This democratic structure ensures that the business is run for the benefit of the member-
owners and not for the profit of outside investors.
More information can be found at www.woccu.org