A. STATEMENT OF PURPOSE
The BancPac Advisory Board (the “Board”) is organized for the purpose of representing the interests of BancPac user institutions. The Board shall serve as a Steering Committee for Fidelity National Information Services (Fidelity) in relation to the BancPac core processing system, related products, and support activities. The Board shall advise Fidelity on the prioritization of enhancements to the BancPac system’s functionality and capabilities, as well as, on emerging issues of critical importance to the BancPac users that impact future enhancements, releases, and product development. The Board will serve as a communications vehicle between Fidelity and the BancPac users and regional user groups.
The Board’s activities shall include the following:
- Meet on a regular basis in person or via teleconference and record the minutes of each meeting.
- Solicit input from BancPac users and user groups regarding current issues and future needs related to the system’s capabilities and effectiveness.
- Review upcoming product releases and proposed software enhancements.
- Review reports from Fidelity managers and staff concerning the status of their ongoing projects, operations, and development initiatives.
- Assess the adequacy and effectiveness of documentation, training, and support activities.
- Review Fidelity's procedures for problem resolution.
- Review Fidelity's procedures for the administrative processing of user requests for system changes and enhancements.
- Advise Fidelity on the prioritization of product and system revisions, updates, enhancements on an ongoing basis.
- Review Fidelity schedules for modifications in response to client change requests and recommend new priorities as needed.
- Communicate information received from Fidelity regarding the company and their product support and development to BancPac user institutions and user groups. The Board and its members shall take an active participation and attend, whenever possible, Regional BancPac user meetings and report the activities to the Board.
- The Board shall be composed of up to twelve members including a Chairperson, Vice Chair, Secretary and Treasurer. Efforts shall be made to insure appropriate representation of all BancPac user institutions. Some factors that should be considered are: in-house or service bureau institutions, job functions, user group representation, geography, size, Fidelity products used, and others.
- Each elected member shall be of senior level management with job responsibilities that include daily interaction with staff involved in the use and implementation of the BancPac software and related products at their own financial institution.
- Participation on the Advisory Board is voluntary.
- Each elected member shall serve a term of three years.
- To promote rotation of the membership and ensure continuity, the terms will be staggered over a three-year period such that approximately one-third of the board members to be reelected or replaced annually.
- Advisory Board members shall decide eligibility issues by vote.
- The Vice Chair will oversee a membership committee that will recommend candidates for election to the Board.
- The Board will work closely with designated Fidelity management and staff and meet with Fidelity personnel regularly in person and by telephone, as needed.
C. FUNDING CRITERIA
- Board members will be reimbursed for basic travel expenses incurred to attend scheduled Board meetings. In addition, reasonable out-of-pocket expenses incurred related to report preparation, mailing, etc. shall also be reimbursed.
- Each BancPac user will be assessed an annual operating fee during the first quarter of each calendar year. The Treasurer of the Board is authorized to hold as deposits and disburse funds, as required. The Treasurer is authorized to reimburse Board members' travel expenses as long as they meet the annually approved travel expense guidelines. The Board Chair and Vice Chair shall be authorized to approve expenditures not related to reimbursement of travel expenses. The Treasurer is responsible for the management of all financial transactions and will prepare a quarterly financial report for approval by the Board at the next regular meeting or upon request. An annual accounting of the operating funds will be provided to BancPac user institutions upon request.
D. BOARD MEMBER/OFFICER RESPONSIBILITIES
Each member shall be responsible for:
- Identifying and seeking resolution of significant issues that are of common concerns to the BancPac users.
Promoting enhancements to the BancPac systems that serve the interests of user institutions and Fidelity..
Actively participating in Board discussions and attending meetings. Board members must attend at least one "in-person" meeting and at least three conference calls per calendar year and at no time may miss three consecutive "in-person" meetings. Failure to meet the above requirements will constitute lack of participation and will serve as their immediate resignation from the Board.
- Assisting in the revision and updating of the Board Charter, as necessary.
- Recommending changes and improvements in the conduct and operation of the Board.
- Participating in the determination of annual operating fees.
- Serving as a leader and/or member of Board Committees, as assigned.
- Working with and promoting the formation and effectiveness of regional and state BancPac user groups.
- Responding to questions from BancPac users to the extent time permits to promote the role of the Board and improve the flow of communications.
The Board will provide regular communications to all BancPac user institutions. The communications will be incorporated into Fidelity newsletters or as separate letters, publications, and surveys or through the Board's website. User institutions that have not paid annual fees may be excluded from these communications.
Each new BancPac user institution will receive information concerning the activities of the Board and will be included in the distribution of regular communications.
Approved November 8, 2007