Common Good Democracy™ - The Bank's Board of Directors

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Common Good Bank depositors will control, within each community, how the bank's profits and grants of created money are distributed, what the investment priorities will be (in broad terms), and in some cases whether to invest in a particular industry or company.

The bank's board of directors will be responsible for balancing those investment priorities against the bank's policies on prudent investment and compliance with state and federal regulations. It is essential that the directors be chosen in a way that guarantees diverse business expertise while faithfully representing the depositors, remaining true to the bank's mission to advance the common good of all. Each Regional Division of the bank (probably at least one per state, province, or country) will have its own board of directors and will operate almost entirely independently. Each Community Division will have its own Division Advisers and will also operate independently, subject to oversight by a Regional Division. Division Advisers will be responsible for pre-screening loan applications and for wording the questions and options that depositors vote on.

The bank's board of directors will be composed of twelve or fourteen directors with diverse responsibilities, who will work together to ensure the financial and moral health of the bank. This board will maintain the required balance, combining the advantages of for-profit and nonprofit business in two ways:

• The board will select at least half of its directors from among the former Division Advisors (who were elected democratically by the depositors).
• One committee will be specifically responsible for focusing on and upholding the common good, the overriding mission of the bank.

Nomination Procedure

Directors and Division Advisers do not run for office. They are nominated automatically by depositors' choices of ongoing proxies, as described in the section on Representatives. The N+3 most trusted willing representatives -- that is, the representatives who have recently voted on behalf of the most depositors and who have agreed to serve -- will appear on the ballot for N seats on the board. Depositors will choose from among them by multiple-choice vote.

Qualifications

Directors and Division Advisors will serve staggered 3-year terms and will be responsible for training subsequent directors. All directors must have significant business and/or financial experience, creativity, common sense, a record of service to the community and proven ability to handle responsibility, working effectively both independently and cooperatively. Directors will be paid an hourly rate that falls between the 50^th and 75^th percentiles of hourly rates in the Bank's service area (typically between $20 and $25 an hour).

Committees

1. Executive Committee (4 members). Authorized to act on behalf of the full board between its regular meetings. Reviews and coordinates information from other committees. Composed of the chairs of the other committees.
2. Common Good Committee (3). Responsible for focusing on and upholding the mission of the Bank; that is, the common good of the depositors, the wider community and the world. Oversees and reports on compliance with the Community Reinvestment Act. Oversees the democratic process and potential collaborations with nonprofits and with other Common Good Bank communities. Identifies entrepreneurial opportunities -- new industries needed in the community that might be launched with capital from the bank.
3. Audit Committee (3). Ensures that the Bank complies with all applicable laws and regulations. Oversees internal controls, hires and communicates with independent auditors, makes recommendations to the board, based on auditor's and bank examiner's reports. Members of this committee may not participate in the Banks offerings of business loans (or any unsecured loan) or any other insider relationships that might interfere with independent judgment.
4. Asset, Liability and Investment Committee (3). Oversees capital, funding, and asset allocation. Manages risk. Ensures diversity of investments, adequate capital and liquidity and low exposure to interest rate fluctuations. Establishes and revises lending policies. Sets standards for appraisal of collateral. Reviews and approves (or disapproves) unusual loan applications.
5. Personnel and Human Relations Committee (3). Establishes policies to attract and keep high quality personnel. Oversees systems to minimize the possibility of embezzlement. Promotes a friendly, safe and enjoyable work environment. Hires and provides oversight and review for a General Manager (CEO). Establishes training programs for all employees, volunteers and Directors, including plans for succession of the General Manager and Directors. Oversees Bank policies and practices related to individual customer relations.