| DCU BYLAWS
----------------------------------------------------------------
Change History:
28-JULY-1992 PK Brought into compliance with NCUA std bylaws
----------------------------------------------------------------
Federal Credit Union, Charter No. 23521
(A corporation chartered under the laws of the United
States)
Article I. Name - Purposes
Section 1. The name of this credit union is as stated in
section 1 of the charter (approved organization certificate)
of this credit union.
Section 2. The purpose of this credit union is to promote
thrift among its members by affording them an opportunity to
accumulate their savings, and to create for them a source of
credit for provident or productive purposes.
Article II. Qualifications for Membership
Section 1. The field of membership of this credit union is
limited to that stated in section 5 of its charter.
Section 2. Applications for membership from persons eligible
to membership under section 5 of the charter shall be signed
by the applicant on forms approved by the board. Upon
approval of such an application by a majority of the
directors or a majority of the members of a duly authorized
executive committee or by a membership officer and upon
his/her subscription to at least one share of this credit
union and the payment of the initial installment thereon,
and the payment of a uniform entrance fee if required by the
board, the applicant is admitted to membership. If a
membership application is denied, the reasons therefor shall
be furnished in writing to the person whose application is
denied, upon written request.
Section 3. A number shall be assigned to each member as a
means of identifying his account with the credit union.
Section 4. A member who withdraws all of his shareholdings
thereby ceases to be a member. The board may by resolution
require persons readmitted to membership to pay another
entrance fee.
Section 5. The membership of members who are no longer
within the field of membership on the day this bylaw is
effective or thereafter, is terminated immediately:
Provided, however, That the board may resolve that such
members may retain membership if they meet certain
reasonable minimum standards established by the board.
Article III. Shares of Members
Section 1. The par value of each share shall be $5.00.
Subscriptions to shares are payable at the time of
subscription, or in installments of at least $1 per month.
Section 2. The maximum amount of shares which may be held by
any one member shall be established from time to time by
resolution of the board.
Section 3. The shareholdings of a member who fails to
complete payment of one share within 6 months of his/her
admission to membership, or of a member who reduces his/her
share balance below $5 and does not increase the balance to
at least $5 within 6 months of the reduction may be absorbed
by a late charge upon authorization of the board.
Section 4. Shares may be transferred only from one member to
another, by written instrument in such form as the board may
prescribe. Such transfer shall carry dividend credits with
it. The board may require payment of a fee not to exceed $1
for each such transfer and, if so required, such fee shall
apply to all transfers.
Section 5. Money paid in on shares or installments of shares
may be withdrawn as provided in these bylaws or regulation
on any day when payment on shares may be made: Provided,
however, That
(a) The board shall have the right, at any time, to require
members to give, in writing, not more than 60 days notice of
intention to withdraw the whole or any part of the amounts
so paid in by them except for those amounts paid into share
draft accounts.
(b) The board may determine that if shares are paid in under
an accumulated payroll deduction plan, as prescribed in the
Accounting Manual for Federal Credit Unions, they may not be
withdrawn until credited to members' accounts.
(c) No member may withdraw shareholdings that are pledged as
required security on loans without the written approval of
the credit committee or a loan officer, except to the extent
that such shares exceed the member's total primary and
contingent liability to the credit union. "Required
security" as used in this subsection refers to shares which
are in existence at the time the application is made and
specifically required to be pledged as security as part of a
secured transaction.
(d) No member may withdraw any shareholdings below the
amount of his/her primary or contingent liability to the
credit union if he/she is delinquent as a borrower, or if
borrowers for whom he/she is comaker, endorser, or guarantor
are delinquent, without the written approval of the credit
committee or loan officer; except that shares issued in an
irrevocable trust as provided in section 6 of this article
are not subject to restrictions upon withdrawal except as
stated in the trust agreement.
(e) The share account of a person whose membership is
terminated in accordance with article II, section 5, of
these bylaws may be continued until the close of the
dividend period in which the membership is terminated, after
which it shall be transferred to an account payable. The
share account of a deceased member (other than one held in
joint tenancy with another member) may be continued until
the close of the dividend period in which the administration
of the deceased's estate is completed, but not to exceed a
period of 4 years.
(f) The board shall have the right, at any time, to impose a
fee for excessive share withdrawals from regular share
accounts. The number of withdrawals not subject to a fee and
the amount of the fee shall be established by board
resolution and shall be subject to regulations applicable to
the advertising and disclosure of terms and conditions on
member accounts.
Section 6. Shares may be issued in a revocable or
irrevocable trust, subject to the following:
(a) When shares are issued in a revocable trust, the settlor
must be a member of this credit union in his/her own right,
and the name of the beneficiary must be stated.
(b) When shares are issued in an irrevocable trust, the
settlor or the beneficiary must be a member of this credit
union in his/her own right, and the name of the beneficiary
must be stated. For purposes of this section, shares issued
pursuant to a pension plan authorized by the rules and
regulations shall be treated as an irrevocable trust unless
otherwise indicated in the rules and regulations.
(c) Trust accounts established prior to the effective date
of this section shall not be affected. Trusts may be
established pursuant to this section, provided such trusts,
their terms and conditions are in accordance with the laws
of this jurisdiction.
Article IV. Receipting for Money - Passbooks
Section 1. Money paid in or paid out on account of shares,
loans, interest, entrance and transfer fees, or late charges
shall be evidenced by an appropriate voucher or receipt or
by entries in a member's passbook which shall also identify
the person acting on behalf of this credit union. The
member's official permanent record for all transactions
shall be the entries in the passbook or a statement of
account when such a plan is used as prescribed in the
Accounting Manual for Federal Credit Unions.
Section 2. If a passbook is lost or stolen, immediate notice
of such fact shall be given to the financial officer, and
written application shall be made for the payment of the
amount due the member as represented by said passbook or for
the issuance of a duplicate passbook. The board may require
the filing of an adequate bond to indemnify this credit
union against any loss or losses resulting from the issuance
of such duplicate passbook. The board may also require
payment to this credit union of a reasonable charge to cover
the cost of issuing a duplicate passbook.
Article V. Meetings of Members
Section 1. The annual meeting of the members shall be held
within the period authorized in the Act, in the county in
which the office of the credit union is located or within a
radius of 100 miles of such office, at such time and place
as the board shall determine and announce in the notice
thereof.
Section 2. At least 75 days before the date of any annual
meeting or 7 days before the date of any special meeting of
the members, the secretary shall cause written notice
thereof to be handed to each member in person, or mailed to
each member at his/her address as the same appears on the
records of this credit union. The written notice for the
annual meeting will advise the members of the various voting
procedures that are available, the deadlines required by
each method of voting, and the date and time of the annual
meeting. Any meeting of the members, whether annual or
special, may be held without prior notice, at any place or
time, if all the members entitled to vote thereat who are
not present at such meeting shall in writing waive notice
thereof, before, during, or after the meeting.
Notice of any special meeting shall state the purpose for
which it is to be held, and no business other than that
related to this purpose shall be transacted at the meeting.
Section 3. Special meetings of the members may be called by
the president or by the supervisory committee as provided in
these bylaws, and may be held at any location permitted for
the annual meeting. A special meeting shall be called by the
president within 30 days of the receipt of a written request
of 25 members or 10 percent of the members as of the date of
the request, whichever number is larger: Provided, however,
That a request of no more than 1,000 members shall be
required for such meeting. The notice of such special
meeting shall be given as provided in Section 2 of this
Article. A request for a special meeting of the members
shall be signed by the members desiring the meeting and it
shall set forth the specific purpose or purposes for which
the meeting is requested. The written request for a special
meeting shall be presented to the president. Also, a special
meeting may be requested in writing by 25 members or 5
percent of the members as of the date of the request,
whichever number is larger: Provided, however, that the
request of no more than 200 members shall be required for
such a meeting. In addition to the above requirements for a
written request, such a request shall name the members of a
five-member committee appointed by the petitioners to act
for the petitioners in a manner which will be binding on
said petitioners. The president shall arrange for the board
to meet with the above committee within 10 days after the
receipt of the request; and thereafter the board and the
committee shall meet as necessary to resolve any problems or
issues raised in the petition. If agreement for settlement
on any of said problems or issues cannot be reached, a
special meeting of the members shall be called by the
president, in accordance with the provisions of these
bylaws, within 45 days of the date of the last meeting
between the board and the petitioners' five-member
committee.
Section 4. The order of business at annual meetings of
members shall be-
(a) Ascertain that a quorum is present
(b) Reading and approval (or correction) of the minutes of
the last meeting
(c) Report of directors
(d) Report of the treasurer or the manager
(e) Report of the credit committee
(f) Report of the supervisory committee
(g) Elections
(h) Unfinished business
(i) New business
(j) Adjournment
The members assembled at any annual meeting may suspend the
above order of business upon a two-thirds vote of the
members present at the meeting.
Section 5. Except as hereinafter provided, at annual or
special meetings, 15 members shall constitute a quorum. If
no quorum is present, an adjournment may be taken to a date
not fewer than 7 nor more than 14 days thereafter; and the
members present at any such adjourned meeting shall
constitute a quorum, regardless of the number of members
present. The same notice shall be given for the adjourned
meeting as is prescribed in section 2 of this article for
the original meeting, except that such notice shall be given
not fewer than 5 days previous to the date of the meeting as
fixed in the adjournment.
Article VI. Elections
Section 1. At least 120 days prior to each annual meeting
the president shall appoint a nominating committee of not
fewer than three members. It shall be the duty of the
nominating committee to nominate at least one member for
each vacancy, including any unexpired term vacancy, for
which elections are being held, and to determine that the
members nominated are agreeable to the placing of their
names in nomination and will accept office if elected. The
nominating committee shall file its nominations with the
secretary of the credit union at least 90 days prior to the
annual meeting, and the secretary shall notify in writing
all members eligible to vote at least 75 days prior to the
annual meeting that nominations for vacancies may also be
made by petition signed by one percent of the members with a
minimum of 20 and a maximum of 500.
The written notice shall indicate that the election will not
be conducted by ballot and there will be no nominations from
the floor when there is only one nominee for each position
to be filled. A brief statement of qualifications and
biographical data in such form as shall be approved by the
board of directors will be included for each nominee
submitted by the nominating committee with the written
notice to all eligible members. Each nominee by petition
shall submit a similar statement of qualifications and
biographical data with the petition. The written notice
shall state the closing date for receiving nominations by
petition. The period for receiving nominations by petition
shall, in all cases, extend at least 30 days from the date
of the petition requirement and the list of nominating
committee's nominees are mailed to all members. To be
effective, such nominations shall be accompanied by a signed
certificate from the nominee or nominees stating that they
are agreeable to nomination and will serve if elected to
office. Such nominations shall be filed with the secretary
of the credit union at least 40 days prior to the annual
meeting and the secretary shall cause such nominations along
with those of the nominating committee to be posted in a
conspicuous place in each credit union office at least 35
days prior to the annual meeting.
Section 2. All elections shall be determined by plurality
vote and shall be by mail ballot except where there is only
one nominee for each position to be filled. Nominations
shall not be made from the floor unless sufficient
nominations have not been made by the nominating committee
or by petition to provide for one nominee for each position
to be filled or circumstances prevent the candidacy of the
one nominee for a position to be filled. Only those
positions without a nominee shall be subject to nominations
from the floor. In the event nominations from the floor,
when permitted herein, result in more than one nominee for a
position to be filled, and when nominations have been
closed, tellers shall be appointed by the president, ballots
shall be distributed, the vote shall be taken and tallied by
the tellers, and the results announced. When only one member
is nominated for each position to be filled, the chair may
take a voice vote or declare each nominee elected by general
consent or acclamation at the annual meeting.
Section 3. DELETED [eliminates elected credit committee]
Section 4. No member shall be entitled to vote by proxy, but
a member other than a natural person may vote through an
agent designated in writing for the purpose. A trustee, or
other person acting in a representative capacity, shall not,
as such, be entitled to vote.
Section 5. Irrespective of the number of shares held by him,
no member shall have more than one vote.
Section 6. The names and addresses of members of the board,
executive officers, executive committee, and members of the
credit and supervisory committees shall be forwarded to the
Administration in accordance with the Act and regulations in
such manner as may be required by said Administration.
Section 7. The board may establish by resolution a minimum
age, not greater than 16 years of age, as a qualification
for eligibility to vote at meetings of the members and a
minimum age, not greater than 18 years of age, as a
qualification to hold elective or appointive office, or
both.
Section 8. Except as provided in Section 2 of this article,
all elections shall be by mail ballot, subject to the
following conditions:
(a) The tellers of election shall be representatives of a
duly qualified and independent firm or association of
professional auditors, arbitrators, or election tellers,
whose appointment shall be subject to the approval of the
board of directors.
(b) Sufficient nominations having been made by the
nominating committee or by petition to provide more than one
nominee for any position to be filled, the secretary shall,
at least 30 days prior to the annual meeting, cause printed
ballots to be mailed to all members eligible to vote.
(c) The secretary shall cause the following materials to be
mailed to each eligible voter:
(1) One ballot, clearly identified as such, on which the
names of the candidates for the board of directors and the
candidates for other separately identified offices or
committees shall have been printed in order as determined by
the draw of lots. The name of each candidate shall be
followed by a brief statement of qualifications and
biographical data in such form as shall be approved by the
board of directors.
(2) One envelope clearly marked with instructions that the
completed ballot shall be placed therein and the envelope
sealed.
(3) One identification form to be completed so as to include
the name, address, signature and credit union account number
of the voter.
(4) One mailing envelope in which the voter, pursuant to
instructions provided, shall insert the sealed ballot
envelope and the identification form, and which shall have
been postage prepaid and preaddressed for return to the
tellers of election.
(5) When properly designed, one form can be printed that
represents a combined ballot/identification form, and
postage prepaid and preaddressed return envelope.
(d) It shall be the duty of the tellers of election to
verify, or cause to be verified, the name of the voter and
his/her credit union account number as appearing on the
identification form; to place the verified identification
form and the sealed ballot envelope in separate places of
safekeeping pending the count of the vote; in the case of a
questionable or challenged identification form, to retain
the identification form and sealed ballot envelope together
until the verification or challenge has been resolved.
(e) Ballots mailed to the tellers of election must be
received by the tellers no later than midnight 5 days prior
to the date of the annual meeting.
(f) Voting shall be closed at the midnight deadline
specified in subsection (e) hereof and the vote shall be
tallied by the tellers of election. The result shall be
verified at the annual meeting and the president shall make
public the result of the vote at the annual meeting.
Article VII. Board of Directors
Section 1. The board shall consist of 7 members, all of whom
shall be members of this credit union. The number of
directors may be changed to an odd number not fewer than 5
nor more than 15 by resolution of the board. No reduction in
the number of directors may be made unless corresponding
vacancies exist as a result of deaths, resignations,
expiration of terms of office, or other actions provided by
these bylaws. A copy of the resolution of the board covering
any increase or decrease in the number of directors shall be
filed with the official copy of the bylaws of this credit
union.
Section 2. Regular terms of office for directors shall be
for periods of either 2 or 3 years as the board shall
determine: Provided, however, That all regular terms shall
be for the same number of years and until the election and
qualification of successors. The regular terms shall be so
fixed at the beginning, or upon any increase or decrease in
the number of directors, that approximately an equal number
of regular terms shall expire at each annual meeting.
Section 3. Any vacancy on the board, credit committee, or
supervisory committee shall be filled by vote of a majority
of the directors then holding office. Directors and credit
committee members so appointed shall hold office only until
the next annual meeting, at which any unexpired terms shall
be filled by vote of the members, and until the
qualification of their successors. Members of the
supervisory committee so appointed shall hold office until
the first regular meeting of the board following the next
annual meeting of members at which the regular term expires
and until the appointment and qualification of their
successors.
Section 4. A regular meeting of the board shall be held each
month at the time and place fixed by resolution of the
board. The president, or in his/her absence, the ranking
vice-president, may call a special meeting of the board at
any time; and shall do so upon written request of a majority
of the directors then holding office. Unless the board
prescribes otherwise, the president [fill], or in his/her
absence, the ranking vice-president [fillfi], shall fix the
time and place of special meetings. Notice of all meetings
shall be given in such manner as the board may from time to
time by resolution prescribe.
A regular meeting of the board as described in the above
paragraph may be replaced by a conference telephone call
meeting if the following conditions are met:
(a) The board must be sufficiently geographically dispersed
so that the holding of a regular meeting is impracticable;
(b) A regular meeting must be convened, at a minimum, once
each calendar quarter;
(c) At least seven days prior to each conference telephone
call meeting, the secretary shall cause the following
information to be distributed to each director:
(1) Minutes of the previous meeting;
(2) Reports of officers, standing committees, or of any
special committees;
(3) Special orders, or matters which have been assigned
priority;
(4) Any written information on unfinished business or new
business that has been given to the secretary by any
director;
(d) Minutes of conference telephone call meetings must be
signed by each conferee at the next regularly convened
meeting of the board at which the conferee is present.
Section 5. The board shall have the general direction and
control of the affairs of this credit union and shall be
responsible for performing all the duties customarily
performed by boards of directors. This shall include but not
be limited to the following:
(a) Directing the affairs of the credit union in accordance
with the Act, these bylaws, the rules and regulations and
sound business practices.
(b) Establishing programs to achieve the purposes of this
credit union as stated in article I, section 2, of these
bylaws.
(c) Establishing and supervising a loan collection program
and authorizing the chargeoff of uncollectible loans.
(d) Determining that all persons appointed or elected by
this credit union to any position requiring the receipt,
payment or custody of money or other property of this credit
union, or in its custody or control as collateral or
otherwise, are properly bonded in accordance with the Act
and regulations.
(e) Appointing an odd number of credit committee members as
provided in Article IX of these bylaws.
(f) Performing such additional acts and exercising such
additional powers as may be required or authorized by
applicable law and regulations.
Section 6. A majority of the number of directors (inclusive
of any vacancies) shall constitute a quorum for the
transaction of business at any meeting thereof; but fewer
than a quorum may adjourn from time to time until a quorum
is in attendance.
Section 7. If a director fails to attend regular meetings of
the board for three consecutive months, or any four months
in any calendar year, or otherwise fails to perform any of
the duties devolving upon him/her as a director, his/her
office shall be declared vacant by the board and the vacancy
filled as herein provided. The board may remove any
executive officer from office for failure to perform the
duties thereof, after giving the officer reasonable notice
and opportunity to be heard.
If a credit committee member fails to attend regular
meetings of the credit committee for 3 consecutive months,
or otherwise fails to perform any duties devolving upon
him/her as a credit committee member, his/her office shall
be declared vacant by the board and the vacancy filled as
herein provided.
When any executive officer, membership officer, executive
committee member or investment committee member is absent,
disqualified, or otherwise unable to perform the duties of
his/her office, the board may by resolution designate
another member of this credit union to act temporarily in
his/her place. The board may also, by resolution, designate
another member or members of this credit union to act on the
credit committee when necessary in order to obtain a quorum.
Section 8. Any member of the supervisory committee may be
suspended by a majority vote of the board of directors. The
members of this credit union shall decide, at a special
meeting held not fewer than 7 nor more than 14 days after
any such suspension, whether the suspended committee member
shall be removed from or restored to the supervisory
committee.
Article VIII. Board Officers, Management Officials and
Executive Committee
Section 1. The board officers of this credit union shall be
comprised of an executive officer, one or more assistant
executive officers, a financial officer, and a recording
officer, all of whom shall be elected by the board and from
their number. The board shall determine the title and rank
of each board officer and shall record them in the addendum
to this article. One board officer, the Treasurer, may be
compensated for his services to such extent as may be
determined by the board. If more than one assistant
executive officer is elected, the board shall determine
their rank as first assistant executive officer, second
assistant executive officer, et cetera. The offices of the
financial officer and recording officer may be held by the
same person. Unless sooner removed as herein provided, the
board officers elected at the first meeting of the board
shall hold office until the first meeting of the board
following the first annual meeting of the members and until
the election and qualification of their respective
successors.
Section 2. Board officers elected at the meeting of the
board next following the annual meeting of the members,
which shall be held not later than 7 days after the annual
meeting, shall hold office for a term of 1 year and until
the election and qualification of their respective
successors: Provided, however, That any person elected to
fill a vacancy caused by the death, resignation, or removal
of an officer shall be elected by the board to serve for the
unexpired term of such officer and until his successor is
duly elected and qualified.
Section 3. The president shall preside at all meetings of
the members and at all meetings of the board, unless
disqualified through suspension by the supervisory
committee. He/she shall countersign all notes of this credit
union and all checks, drafts, and other orders for
disbursement of its funds unless the board, by resolution,
has eliminated the requirement of countersigning. The
president shall also perform such other duties as
customarily appertain to the office of president or as
he/she may be directed to perform by resolution of the board
not inconsistent with the Act and regulations and these
bylaws.
Section 4. The ranking assistant executive officer available
shall have and exercise all the powers, authority, and
duties of the executive officer during the absence of the
latter or his inability to act.
Section 5. The financial officer shall manage this credit
union under the control and direction of the board unless
the board has appointed a management official to act as
general manager. Subject to such limitations, controls and
delegations as may be imposed by the board, the financial
officer shall:
(a) Have custody of all funds, securities, valuable papers
and other assets of this credit union.
(b) Sign all notes of this credit union, and all checks,
drafts, and other orders for disbursement of its funds.
(c) Provide and maintain full and complete records of all
the assets and liabilities of this credit union in
accordance with forms and procedures prescribed in the
Accounting Manual for Federal Credit Unions or otherwise
approved by the Administration.
(d) Within 20 days after the close of each month, prepare
and submit to the board financial statements showing the
condition of this credit union as of the end of the month.
He/she shall promptly post copies of such statement in a
conspicuous place in the office of this credit union where
it will remain until replaced by the financial statements
for the next succeeding month.
(e) Prepare and forward to the Administration such financial
and other reports as the Administration may require.
(f) If so authorized by the board and within standards and
limitations prescribed by the board, employ tellers, clerks,
bookkeepers, and other office employees, and have the power
to remove such employees.
(g) Perform such other duties as customarily appertain to
the office of the financial officer or as he may be directed
to perform by resolution of the board not inconsistent with
the Act and regulations and these bylaws.
The board may employ one or more assistant financial
officers, none of whom may also hold office as executive
officer or assistant executive officer, and may authorize
them, under the direction of the financial officer, to
perform any of the duties devolving on the financial
officer, including the signing of checks. When designated by
the board, any assistant financial officer may also act as
financial officer during the temporary absence of the
financial officer or in the event of his temporary inability
to act.
Section 6. The board may appoint a management official who
shall not be a member of the board and who shall be under
the direction and control of the board or of the financial
officer as determined by the board. The management official
may be assigned any or all of the responsibilities of the
financial officer described in section 5 of this article.
The board shall determine the title and rank of each
management official and shall record them in the addendum to
this article.
The board may employ one or more assistant management
officials, none of whom shall be a member of the board. The
board may authorize assistant management officials under the
direction of the management official, to perform any of the
duties devolving on the management official, including the
signing of checks. When designated by the board, any
assistant management official may also act as management
official during the temporary absence of the management
official or in the event of his temporary inability to act.
Section 7. The board shall employ, fix the compensation, and
prescribe the duties of such employees as may in the
discretion of the board be necessary, and have the power to
remove such employees, unless it has delegated these powers
to the treasurer or manager; except that neither the board,
the treasurer, nor the manager shall have the power or the
duty to employ, prescribe the duties of, or remove any loan
officer appointed by the credit committee, or necessary
clerical and auditing assistance employed or utilized by the
supervisory committee: Provided, however, That no director
or committee member may be a paid employee of this credit
union for a minimum of two years from the date the official
terminates his/her position as a director or committee
member unless the employee position to be filled exists as
the result of a death or disability.
Section 8. The recording officer shall prepare and maintain
full and correct records of all meetings of the members and
of the board, which records shall be prepared within 7 days
after the respective meetings. The recording officer shall
promptly inform the Administration in writing of any change
in the address of the office of this credit union or the
location of its principal records. He shall give or cause to
be given, in the manner prescribed in these bylaws, proper
notice of all meetings of the members, and shall perform
such other duties as he may be directed to perform by
resolution of the board not inconsistent with the Act and
regulations and these bylaws.
The board may employ one or more assistant recording
officers, none of whom may also hold office as executive
officer, assistant executive officer, or financial officer,
and may authorize them under direction of the recording
officer to perform any of the duties devolving on the
recording officer.
Section 9. The board may appoint an executive committee of
not fewer than three directors to serve at its pleasure, to
act for it with respect to specifically delegated functions
authorized by the Act and regulations. The board may also
authorize such executive committee or a membership
officer(s) appointed by the board from the membership other
than a board member paid as an officer, the financial
officer, any assistant to the paid officer of the board or
to the financial officer or any loan officer, to serve at
its pleasure to approve applications for membership under
such conditions as the board and these bylaws may prescribe.
No executive committee member or membership officer may be
compensated as such.
Section 10. The board may appoint an investment committee
composed of not less than two, to serve at its pleasure to
have charge of making investments under rules and procedures
established by the board. No member of the investment
committee may be compensated as such.
Addendum The title and rank of the board officers and
management officials of this credit union are as follows:
(a) The executive officer is to have the title of CHAIRMAN.
(b) The assistant executive officer is to have the title of
VICE CHAIRMAN.
(c) The financial officer is to have the title of TREASURER.
(d) The assistant financial officer is to have the title of
Director of Finance.
(e) The recording officer is to have the title of SECRETARY
(f) The assistant recording officer is to have the title of
Administrative Secretary.
(g) The management official is to have the title of
PRESIDENT/CEO.
(h) The assistant management official is to have the title
of Vice President of Operations.
Article IX. Credit Committee
Section 1. The credit committee shall consist of 3 members.
All the members of the credit committee shall be members of
this credit union. The number of members of the credit
committee must be an odd number and may be changed to not
fewer than 3 nor more than 7 by resolution of the board. No
reduction in the number of members may be made unless
corresponding vacancies exist as a result of deaths,
resignations, expiration of terms of office, or other
actions provided by these bylaws. A copy of the resolution
of the board covering any increase or decrease in the number
of committee members shall be filed with the official copy
of the bylaws of this credit union.
Section 2. Regular terms of office for credit committee
members shall be for periods as determined by the board and
as noted in the board's minutes.
Section 3. The credit committee shall choose from their
number a chairman and a secretary. The secretary of the
committee shall prepare and maintain full and correct
records of all actions taken by it, and such records shall
be prepared within 3 days after the action. The offices of
the chairman and secretary may be held by the same person.
Section 4. The credit committee may, by majority vote of its
members, appoint one or more loan officers to serve at its
pleasure, and delegate to him/her or them the power to
approve application for loans or lines of credit, share
withdrawals, releases and substitutions of security, within
limits specified by the committee and within limits of
applicable law and regulations. Not more than one member of
the committee may be appointed as a loan officer. Each loan
officer shall furnish to the committee a record of each
transaction approved or not approved by him/her within 7
days of the date of the filing of the application or
request, and such record shall become a part of the records
of the committee. All applications or requests not approved
by a loan officer shall be acted upon by the committee. No
individual may disburse funds of this credit union for any
application or share withdrawal which he/she has approved as
a loan officer.
Section 5. The credit committee shall hold such meetings as
the business of this credit union may require, and not less
frequently than once a month. Notice of such meetings shall
be given to members of the committee in such manner as the
committee may from time to time, by resolution, prescribe.
Section 6. The credit committee or loan officer shall
inquire into the character and financial condition of each
applicant for a loan or line of credit and his/her sureties,
if any, to ascertain their ability to repay fully and
promptly the obligations incurred by them and to determine
whether the loan or line of credit will be of probable
benefit to the borrower. The credit committee and its
appointed loan officers shall endeavor diligently to assist
applicants in solving their financial problems.
Section 7. No loan or line of credit shall be made unless
approved by the committee or a loan officer in accordance
with applicable law and regulations.
Section 8. Subject to the limits imposed by applicable law
and regulations, these bylaws, and the general policies of
the board, the credit committee, or a loan officer, shall
determine the security if any required for each application
and the terms of repayment. The security furnished shall be
adequate in quality and character and consistent with sound
lending practices. When funds are not available to make all
the loans and lines of credit for which there are
applications, preference shall be given, in all cases, to
the smaller applications if the need and credit factors are
nearly equal.
Article X. Supervisory Committee
Section 1. The supervisory committee shall be appointed by
the board from among the members of this credit union, one
of whom may be a director other than the financial officer.
The board shall determine the number of members on the
committee, which shall not be fewer than 3 nor more than the
maximum number permitted by the Act. No member of the credit
committee or any employee of this credit union may be
appointed to the committee. Regular terms of committee
members shall be for periods of 1, 2, or 3 years as the
board shall determine: Provided, however, That all regular
terms shall be for the same number of years and until the
appointment and qualification of successors. The regular
terms shall expire at the first regular meeting of the board
following each annual meeting.
Section 2. The supervisory committee members shall choose
from among their number a chairman and a secretary. The
secretary of the supervisory committee shall prepare,
maintain, and have custody of full and correct records of
all actions taken by it. The offices of chairman and
secretary may be held by the same person.
Section 3. The supervisory committee shall make, or cause to
be made, such audits, and to prepare and submit such written
reports, as are required by the Act and regulations. The
committee may employ and use such clerical and auditing
assistance as may be required to carry out its
responsibilities prescribed by this article, and may request
the board to provide compensation for such assistance. It
shall prepare and forward to the Administration such reports
as may be required.
Section 4. The supervisory committee shall from time to time
and not less frequently than as required by the Act and
regulations, cause the passbooks and accounts of all members
to be verified with the records of the financial officer.
The committee shall maintain a record of such verification.
Section 5. By unanimous vote, the supervisory committee may
suspend, until the next meeting of the members, any
director, executive officer or member of the credit
committee. Prior to such suspension the supervisory
committee shall notify the official of the proposed
suspension action and within 7 days after said notice give
the official the opportunity to meet with the supervisory
committee to be heard. In the event of any such suspension,
the supervisory committee shall call a special meeting of
the members to act on said suspension which meeting shall be
held not fewer than 7 nor more than 14 days after such
suspension. The chairman of the committee shall act as
chairman of the meeting unless the members select another
person to act as chairman.
Section 6. By the affirmative vote of a majority of its
members, the supervisory committee may call a special
meeting of the members to consider any violation of the
provisions of the Act, the regulations, or of the charter or
the bylaws of this credit union, or to consider any practice
of this credit union which the committee deems to be unsafe
or unauthorized. The supervisory committee chairman shall
give notice to the board of directors prior to the calling
of the special meeting of the members. Upon receipt of such
notice the board shall arrange to meet with the supervisory
committee prior to or at the next regular board meeting to
discuss the matters of concern. If agreement for settlement
on any of the matters of concern cannot be reached, the
supervisory committee may proceed with the calling of the
special meeting of the members.
Article XI. Organization Meeting
Section 1. At the time application is made for a Federal
credit union charter, the subscribers to the organization
certificate shall meet for the purpose of electing a board
of directors. Failure to commence operations within 60 days
following receipt of the approved organization certificate
(charter) shall be cause for revocation of the charter
unless a request for an extension of time has been submitted
to and approved by the Regional Director.
Section 2. The subscribers shall elect a chairman and a
secretary for the meeting. The subscribers shall then elect
from their number, or from those eligible to become members
of this credit union, a board of directors to hold office
until the first annual meeting of the members and until the
election and qualification of their respective successors.
If not already a member, every person elected under this
section or appointed under section 3 of this article, must
qualify within 30 days by becoming a member. If any person
elected as a director or appointed as a credit or
supervisory committee member does not qualify as a member
within 30 days of such an election or appointment, his
office shall automatically become vacant and shall be filled
by the board.
Section 3. Promptly following the elections held under the
provisions of section 2 of this article, the board shall
meet and elect the executive officers who shall hold office
until the first meeting of the board of directors following
the first annual meeting of the members and until the
election and qualification of their respective successors.
The board shall also appoint at this meeting a supervisory
committee as provided in article X, section 1, of these
bylaws. The members so appointed shall hold office until the
first regular meeting of the board following the first
annual meeting of the members and until the appointment and
qualification of their respective successors.
Article XII. Loans and Lines of Credit to Members
Section 1. Loans to individuals shall be made only to
members, and shall be made for provident or productive
purposes in accordance with applicable law and regulations.
Loans to a member other than a natural person shall not be
in excess of its shareholdings in this credit union, unless
the loan is made jointly to one or more natural person
members and a business organization in which they have
majority interest, or if the nonnatural person is an
association, the loan is made jointly to a majority of the
members of the association and to the association in its own
right.
Section 2. Within the limitations prescribed by applicable
law and regulations, the board shall fix from time to time
the interest rates on loans, the rate of interest refund, if
any, to be made to members, the maximum maturities and terms
of payment or amortization of loans to members, the
security, and the maximum amount which may be loaned. When,
by action of the board, the interest rates on future loans
are reduced, similar action may be taken with regard to
interest rates on unpaid balances of existing loans.
Section 3. Lines of credit may be extended to members in
accordance with applicable law and regulations. The board
shall fix from time to time the interest rates, the maximum
maturity, terms of payment or amortization, the security,
and the maximum amount which may be loaned under a line of
credit agreement within the limitations prescribed by
applicable law and regulations.
Section 4. The aggregate amount of loans and lines of credit
to any one member and the terms and conditions of such loans
and lines of credit shall not exceed the limits permitted by
applicable law and regulations.
Section 5. Any loan or line of credit made to a director or
member of the credit or supervisory committee shall be in
compliance with the Act and regulations. Directors or
members of the credit or supervisory committee may act as
comaker, endorser or guarantor for borrowers from this
credit union, subject to the provisions of the Act and
regulations.
Section 6. A borrower may repay his/her loan prior to
maturity, in whole or in part, on any business day without
penalty.
Section 7. Applications for loans or lines of credit shall
be on forms prepared and furnished by the credit committee
and shall in each case set forth the security, if any, and
such other data as may be required by the committee or by
applicable law and regulations.
Section 8. Any member whose loan is delinquent may be
required to pay a late charge as determined by the board of
directors.
Article XIII. Reserves
Section 1. All amounts as required by the Act and
regulations, shall be set aside as a regular reserve:
Provided, however, That when the regular reserve thus
established shall reach the minimum balance required by the
Act and regulations, no further transfers shall be required
except up to such amounts permitted by law and as may be
needed to maintain such minimum balance. Amounts in excess
of the above requirements may be transferred to the regular
reserve by authorization of the board. The regular reserve
shall be used only for losses as authorized by applicable
law and regulations.
Section 2. In addition to the regular reserve, special
reserves to protect the interests of members shall be
established in accordance with the Act and regulations. The
board may also authorize the establishment of any additional
reserves which it deems necessary.
Article XIV. Dividends
Section 1. The board shall establish dividend periods and
declare dividends as permitted by the Act and applicable
regulations.
Section 2. No dividend shall be declared or paid at a rate
in excess of the maximum dividend rates set forth in
regulations.
Section 3. Dividends shall be paid on all funds in a share
account once a fully paid share of $5.00 has been purchased.
Article XV. Deposit and Disbursement of Funds - Investments
and Borrowing
Section 1. All funds of this credit union, except for petty
cash and cash change funds authorized by section 3 of this
article, shall be deposited in such qualified depository or
depositories from among those authorized by applicable law
and regulations as the board may from time to time by
resolution designate; and shall be so deposited not later
than the second banking day after their receipt: Provided,
however, That receipts in the aggregate of $300 or less may
be held as long as 1 week before they are deposited.
Section 2. All disbursements of funds of this credit union
shall be made by checks or other written instruments signed
by the financial officer, chief management official,
assistant financial officer, or an assistant management
official, and countersigned by the executive officer, or in
his absence or inability to serve, by the ranking assistant
executive officer: Provided, however, That the board may by
resolution eliminate the requirement of countersigning: And
provided further, That the board may by resolution determine
that disbursements may be made in cash in accordance with
procedures prescribed in the Accounting Manual for Federal
Credit Unions or otherwise approved by the Administration.
Section 3. A cash fund may be authorized by the board by
resolution for the purpose of making change, and for such
other purposes as prescribed in the Accounting Manual for
Federal Credit Unions.
The board may authorize by resolution the establishment of a
petty cash fund for postage, and for defraying other expense
items in amounts of less than $50.00.
Section 4. The funds of this credit union shall be invested
only as authorized by applicable law and regulations.
Section 5. The board may authorize borrowing and discounting
operations on behalf of this credit union within the
limitations prescribed by applicable law and regulations.
Article XVI. Expulsion and Withdrawal
Section 1. A member may be expelled only in the manner
provided by the Act. Expulsion or withdrawal shall not
operate to relieve a member of any liability to this credit
union. All amounts paid in on shares by expelled or
withdrawing members, prior to their expulsion or withdrawal,
shall be paid to them in the order of their withdrawal or
expulsion, but only as funds become available and only after
deducting therefrom any amounts due from such members to
this credit union.
Article XVII. Minors
Section 1. Shares may be issued in the name of a minor.
Article XVIII. Definitions
Section 1. When used in these bylaws the terms:
(a) "Act" means the Federal Credit Union Act, as amended.
(b) "Administration" means the National Credit Union
Administration.
(c) "Board" means Board of Directors of the Federal Credit
Union.
(d) "NCUA Board" means the Board of the National Credit
Union Administration.
(e) "Regulation" or "regulations" means rules and
regulations issued by the NCUA Board of the National Credit
Union Administration.
(f) "Applicable law and regulations" means the Federal
Credit Union Act and rules and regulations issued thereunder
or other applicable Federal statutes and rules and
regulations issued thereunder as the context indicates (such
as The Higher Education Act of 1965).
(g) "Net earnings," for a given period, means the balance
remaining after deducting from the gross income of this
credit union actually received during such period all
expenses paid or payable during such period, and any losses
sustained therein (as determined by the board) for which no
specific reserve has been set aside. Amounts set aside
during such period as a reserve shall not be deemed items of
expense.
(h) "Paid in and unimpaired capital," as of a given date,
means the balance of the paid-in share accounts as of such
date, less any losses that may have been incurred for which
there is no reserve or which have not been charged against
undivided earnings.
(i) "Surplus," as of a given date, means the credit balance
of the undivided earnings account on such date, after all
losses have been provided for and net earnings or net losses
have been added thereto or deducted therefrom, as the case
may be. Reserves shall not be considered as a part of the
surplus.
(j) "Share" or "shares" means all classes of shares and
share certificates that may be held in accordance with
applicable law and regulations.
Section 2. If included in the definition of the field of
membership in the organization certificate (charter) of this
credit union, the terms or expressions:
(a) "Members of their immediate families" includes any
relative related by blood, marriage or adoption to a DEC or
DCU employee who is presently a DCU member.
(b) "Organizations of such persons" means an organization or
organizations composed exclusively of persons who are within
the field of membership of this credit union.
Persons retired as pensioners or annuitants means persons
retired as pensioners or annuitants from the above
employer(s) and who reside within the operational area of
this credit union.
Article XIX. General
Section 1. All power, authority, duties, and functions of
the members, directors, officers, and employees of this
credit union, pursuant to the provisions of these bylaws,
shall be exercised in strict conformity with the provisions
of applicable law and regulations, and of the charter and
the bylaws of this credit union.
Section 2. The officers, directors, members of committees
and employees of this credit union shall hold in confidence
all transactions of this credit union with its members and
all information respecting their personal affairs, except to
the extent deemed necessary by the board in connection with:
(a) The making of loans and extending lines of credit.
(b) The collection of loans.
(c) The guarantee of member share drafts by third parties.
In accordance with the above, the board of directors may
authorize participation in:
(a) A credit reporting agency if it has determined that use
of such an agency is essential in the making of loans and
extending lines of credit and that information supplied by
the credit union concerning its members will be made
available only to legitimate members belonging to that
agency and persons who have a legitimate business need for
information in connection with a business transaction
involving a consumer.
(b) A consumer reporting agency if it has determined that
information supplied by the credit union is essential to the
guarantee of member share drafts by that agency.
Section 3. Notwithstanding any other provisions in these
bylaws, any director, committee member, or officer of this
credit union may be removed from office by the affirmative
vote of a majority of the members present at a special
meeting called for the purpose, but only after an
opportunity has been given him to be heard.
Section 4. No director, committee member, officer, agent, or
employee of this credit union shall in any manner, directly
or indirectly, participate in the deliberation upon or the
determination of any question affecting his pecuniary
interest or the pecuniary interest of any corporation,
partnership, or association (other than this credit union)
in which he is directly or indirectly interested. In the
event of the disqualification of any director respecting any
matter presented to the board for deliberation or
determination, such director shall withdraw from such
deliberation or determination; and in such event the
remaining qualified directors present at the meeting, if
constituting a quorum with the disqualified director or
directors, may exercise with respect to this matter, by
majority vote, all the powers of the board. In the event of
the disqualification of any member of the credit committee
or the supervisory committee, such committee member shall
withdraw from such deliberation or determination.
Section 5. Copies of the organization certificate of this
credit union, its bylaws and any amendments thereof, and any
special authorizations by the Administration shall be
preserved in a place of safekeeping. Returns of nominations
and elections and proceedings of all regular and special
meetings of the members and directors shall be recorded in
the minute books of this credit union. The minutes of the
meetings of the members, the board, and the committees shall
be signed by their respective chairmen or presiding officers
and by the persons who serve as secretaries of such
meetings.
Section 6. All books of account and other records of this
credit union shall at all times be available to the
directors and committee members of this credit union. The
charter and bylaws of this credit union shall be made
available for inspection by any member.
Section 7. Each member shall keep the credit union informed
about his/her current address. In the event a member fails
to do this, a charge may be made to the member's share
account for the actual cost of necessary locator service
incurred in determining such address: Provided, however,
That such charge shall be made only for amounts paid to a
person or concern normally engaged in providing such
service, and shall be made against the account or accounts
of any one member not more than twice in any 12-month
period. The aggregate of such charges each 12-month period
shall not exceed $5.
Section 8. (a) The credit union may elect to indemnify to
the extent authorized by the Model Business Corporation Act:
the following individuals for any liability asserted against
them and expenses reasonably incurred by them in connection
with judicial or administrative proceedings to which they
are or may become parties by reason of the performance of
their official duties: current officials, former officials,
current employees, former employees.
(b) The credit union may purchase and maintain insurance on
behalf of the individuals indicated in (a) above against any
liability asserted against them and expenses reasonably
incurred by them in their official capacities and arising
out of the performance of their official duties to the
extent such insurance is permitted by the applicable state
law or the Model Business Corporation Act.
(c) The term "official" in this bylaw means a person who is
a member of the board of directors, credit committee,
supervisory committee, other volunteer committee, (including
elected or appointed loan officers or membership officers),
established by the board of directors."
Article XX. Operations Following an Attack on the United
States
Section 1. In the event of an attack upon the United States,
the officers and employees of the credit union shall
continue to conduct the affairs of the credit union under
such guidance from the directors as may be available and
subject to conformance with any governmental directives
during the emergency.
Section 2. In the event of an attack upon the United States
of sufficient severity to prevent the conduct and management
of the affairs and business of the credit union by its
regularly elected directors, officers, and properly
constituted committees as contemplated by these bylaws, any
three available members of the then incumbent board of
directors shall constitute a quorum of the board of
directors for the full conduct and management of the affairs
and business of the credit union including the approval of
loans if the regularly appointed credit committee is not
available. In the event of the unavailability at such time
of three members of the board, the vacancies, in order to
provide a quorum of three, shall be filled as follows:
(a) If the regularly elected executive officer or a
regularly elected assistant executive officer is not
available, the available person who is highest on the
succession list for executive officer last authorized by the
board of directors shall automatically become an acting
director if he is not a member of the board and acting
executive officer.
(b) If the regularly elected financial officer is not
available, the available person who is highest on the
succession list for financial officer last authorized by the
board of directors shall automatically become an acting
director if he is not a member of the board and acting
financial officer.
(c) If a third director is necessary to make a quorum, he
shall be the next highest available person on the succession
list for executive officer or upon the exhaustion of such
list, the next highest available person on the succession
list for financial officer.
The quorum of the board of directors as regularly
constituted or as constituted above shall appoint additional
directors as necessary to provide for a full board of five
members, provided that: If there is available an even number
of regularly elected directors in excess of five, the board
shall appoint one additional director, in which case, a
quorum shall then be a majority of the full board thus
constituted. Persons selected as provided in this section
shall hold office only until their successors are elected at
the next annual meeting or at a special meeting called for
that purpose and until the qualification of their
successors; provided that the person selected pursuant to
subsection (a) shall hold office as acting executive officer
and as acting director only until the regularly elected
executive officer or a regularly elected assistant executive
officer becomes available; and that the person selected
pursuant to subsection (b) shall hold offices as acting
financial officer and as acting director only until the
regularly elected financial officer becomes available. This
bylaw shall be subject to implementation by resolutions by
the board of directors passed from time to time for that
purpose, and any provisions of these bylaws (other than this
section) and any resolutions which are contrary to the
provisions of this section or to the provisions of any such
implementary resolutions shall be suspended until a
regularly constituted board of directors can be obtained.
Section 3. In the event that the office of the credit union
becomes unusable, as a result of an attack upon the United
States, the credit union shall, if possible, establish
temporary substitute quarters. The office of this credit
union shall be established as soon as practicable thereafter
at a suitable permanent location within the limits permitted
by the charter of this credit union.
Article XXI. Amendments of Bylaws and Charter
Section 1. Amendments of these bylaws may be adopted and
amendments of the charter requested by the affirmative vote
of two-thirds of the authorized number of members of the
board at any duly held meeting thereof if the members of the
board have been given prior written notice of said meeting
and the notice has contained a copy of the proposed
amendment or amendments. No amendment of these bylaws or of
the charter shall become effective, however, until approved
in writing by the NCUA Board.
|
| DCU BYLAWS
----------------------------------------------------------------
Change History:
28-JUL-1992 PK Brought into compliance with NCUA std bylaws
22-SEP-1992 PK Removed references to the Credit Committee
----------------------------------------------------------------
Federal Credit Union, Charter No. 23521
(A corporation chartered under the laws of the United
States)
Article I. Name - Purposes
Section 1. The name of this credit union is as stated in
section 1 of the charter (approved organization certificate)
of this credit union.
Section 2. The purpose of this credit union is to promote
thrift among its members by affording them an opportunity to
accumulate their savings, and to create for them a source of
credit for provident or productive purposes.
Article II. Qualifications for Membership
Section 1. The field of membership of this credit union is
limited to that stated in section 5 of its charter.
Section 2. Applications for membership from persons eligible
to membership under section 5 of the charter shall be signed
by the applicant on forms approved by the board. Upon
approval of such an application by a majority of the
directors or a majority of the members of a duly authorized
executive committee or by a membership officer and upon
his/her subscription to at least one share of this credit
union and the payment of the initial installment thereon,
and the payment of a uniform entrance fee if required by the
board, the applicant is admitted to membership. If a
membership application is denied, the reasons therefor shall
be furnished in writing to the person whose application is
denied, upon written request.
Section 3. A number shall be assigned to each member as a
means of identifying his account with the credit union.
Section 4. A member who withdraws all of his shareholdings
thereby ceases to be a member. The board may by resolution
require persons readmitted to membership to pay another
entrance fee.
Section 5. The membership of members who are no longer
within the field of membership on the day this bylaw is
effective or thereafter, is terminated immediately:
Provided, however, That the board may resolve that such
members may retain membership if they meet certain
reasonable minimum standards established by the board.
Article III. Shares of Members
Section 1. The par value of each share shall be $5.00.
Subscriptions to shares are payable at the time of
subscription, or in installments of at least $1 per month.
Section 2. The maximum amount of shares which may be held by
any one member shall be established from time to time by
resolution of the board.
Section 3. The shareholdings of a member who fails to
complete payment of one share within 6 months of his/her
admission to membership, or of a member who reduces his/her
share balance below $5 and does not increase the balance to
at least $5 within 6 months of the reduction may be absorbed
by a late charge upon authorization of the board.
Section 4. Shares may be transferred only from one member to
another, by written instrument in such form as the board may
prescribe. Such transfer shall carry dividend credits with
it. The board may require payment of a fee not to exceed $1
for each such transfer and, if so required, such fee shall
apply to all transfers.
Section 5. Money paid in on shares or installments of shares
may be withdrawn as provided in these bylaws or regulation
on any day when payment on shares may be made: Provided,
however, That
(a) The board shall have the right, at any time, to require
members to give, in writing, not more than 60 days notice of
intention to withdraw the whole or any part of the amounts
so paid in by them except for those amounts paid into share
draft accounts.
(b) The board may determine that if shares are paid in under
an accumulated payroll deduction plan, as prescribed in the
Accounting Manual for Federal Credit Unions, they may not be
withdrawn until credited to members' accounts.
(c) No member may withdraw shareholdings that are pledged as
required security on loans without the written approval of
the loan officer, except to the extent
that such shares exceed the member's total primary and
contingent liability to the credit union. "Required
security" as used in this subsection refers to shares which
are in existence at the time the application is made and
specifically required to be pledged as security as part of a
secured transaction.
(d) No member may withdraw any shareholdings below the
amount of his/her primary or contingent liability to the
credit union if he/she is delinquent as a borrower, or if
borrowers for whom he/she is comaker, endorser, or guarantor
are delinquent, without the written approval of
a loan officer; except that shares issued in an
irrevocable trust as provided in section 6 of this article
are not subject to restrictions upon withdrawal except as
stated in the trust agreement.
(e) The share account of a person whose membership is
terminated in accordance with article II, section 5, of
these bylaws may be continued until the close of the
dividend period in which the membership is terminated, after
which it shall be transferred to an account payable. The
share account of a deceased member (other than one held in
joint tenancy with another member) may be continued until
the close of the dividend period in which the administration
of the deceased's estate is completed, but not to exceed a
period of 4 years.
(f) The board shall have the right, at any time, to impose a
fee for excessive share withdrawals from regular share
accounts. The number of withdrawals not subject to a fee and
the amount of the fee shall be established by board
resolution and shall be subject to regulations applicable to
the advertising and disclosure of terms and conditions on
member accounts.
Section 6. Shares may be issued in a revocable or
irrevocable trust, subject to the following:
(a) When shares are issued in a revocable trust, the settlor
must be a member of this credit union in his/her own right,
and the name of the beneficiary must be stated.
(b) When shares are issued in an irrevocable trust, the
settlor or the beneficiary must be a member of this credit
union in his/her own right, and the name of the beneficiary
must be stated. For purposes of this section, shares issued
pursuant to a pension plan authorized by the rules and
regulations shall be treated as an irrevocable trust unless
otherwise indicated in the rules and regulations.
(c) Trust accounts established prior to the effective date
of this section shall not be affected. Trusts may be
established pursuant to this section, provided such trusts,
their terms and conditions are in accordance with the laws
of this jurisdiction.
Article IV. Receipting for Money - Passbooks
Section 1. Money paid in or paid out on account of shares,
loans, interest, entrance and transfer fees, or late charges
shall be evidenced by an appropriate voucher or receipt or
by entries in a member's passbook which shall also identify
the person acting on behalf of this credit union. The
member's official permanent record for all transactions
shall be the entries in the passbook or a statement of
account when such a plan is used as prescribed in the
Accounting Manual for Federal Credit Unions.
Section 2. If a passbook is lost or stolen, immediate notice
of such fact shall be given to the financial officer, and
written application shall be made for the payment of the
amount due the member as represented by said passbook or for
the issuance of a duplicate passbook. The board may require
the filing of an adequate bond to indemnify this credit
union against any loss or losses resulting from the issuance
of such duplicate passbook. The board may also require
payment to this credit union of a reasonable charge to cover
the cost of issuing a duplicate passbook.
Article V. Meetings of Members
Section 1. The annual meeting of the members shall be held
within the period authorized in the Act, in the county in
which the office of the credit union is located or within a
radius of 100 miles of such office, at such time and place
as the board shall determine and announce in the notice
thereof.
Section 2. At least 75 days before the date of any annual
meeting or 7 days before the date of any special meeting of
the members, the secretary shall cause written notice
thereof to be handed to each member in person, or mailed to
each member at his/her address as the same appears on the
records of this credit union. The written notice for the
annual meeting will advise the members of the various voting
procedures that are available, the deadlines required by
each method of voting, and the date and time of the annual
meeting. Any meeting of the members, whether annual or
special, may be held without prior notice, at any place or
time, if all the members entitled to vote thereat who are
not present at such meeting shall in writing waive notice
thereof, before, during, or after the meeting.
Notice of any special meeting shall state the purpose for
which it is to be held, and no business other than that
related to this purpose shall be transacted at the meeting.
Section 3. Special meetings of the members may be called by
the president or by the supervisory committee as provided in
these bylaws, and may be held at any location permitted for
the annual meeting. A special meeting shall be called by the
president within 30 days of the receipt of a written request
of 25 members or 10 percent of the members as of the date of
the request, whichever number is larger: Provided, however,
That a request of no more than 1,000 members shall be
required for such meeting. The notice of such special
meeting shall be given as provided in Section 2 of this
Article. A request for a special meeting of the members
shall be signed by the members desiring the meeting and it
shall set forth the specific purpose or purposes for which
the meeting is requested. The written request for a special
meeting shall be presented to the president. Also, a special
meeting may be requested in writing by 25 members or 5
percent of the members as of the date of the request,
whichever number is larger: Provided, however, that the
request of no more than 200 members shall be required for
such a meeting. In addition to the above requirements for a
written request, such a request shall name the members of a
five-member committee appointed by the petitioners to act
for the petitioners in a manner which will be binding on
said petitioners. The president shall arrange for the board
to meet with the above committee within 10 days after the
receipt of the request; and thereafter the board and the
committee shall meet as necessary to resolve any problems or
issues raised in the petition. If agreement for settlement
on any of said problems or issues cannot be reached, a
special meeting of the members shall be called by the
president, in accordance with the provisions of these
bylaws, within 45 days of the date of the last meeting
between the board and the petitioners' five-member
committee.
Section 4. The order of business at annual meetings of
members shall be-
(a) Ascertain that a quorum is present
(b) Reading and approval (or correction) of the minutes of
the last meeting
(c) Report of directors
(d) Report of the treasurer or the manager
(e) Report of the loan officers
(f) Report of the supervisory committee
(g) Elections
(h) Unfinished business
(i) New business
(j) Adjournment
The members assembled at any annual meeting may suspend the
above order of business upon a two-thirds vote of the
members present at the meeting.
Section 5. Except as hereinafter provided, at annual or
special meetings, 15 members shall constitute a quorum. If
no quorum is present, an adjournment may be taken to a date
not fewer than 7 nor more than 14 days thereafter; and the
members present at any such adjourned meeting shall
constitute a quorum, regardless of the number of members
present. The same notice shall be given for the adjourned
meeting as is prescribed in section 2 of this article for
the original meeting, except that such notice shall be given
not fewer than 5 days previous to the date of the meeting as
fixed in the adjournment.
Article VI. Elections
Section 1. At least 120 days prior to each annual meeting
the president shall appoint a nominating committee of not
fewer than three members. It shall be the duty of the
nominating committee to nominate at least one member for
each vacancy, including any unexpired term vacancy, for
which elections are being held, and to determine that the
members nominated are agreeable to the placing of their
names in nomination and will accept office if elected. The
nominating committee shall file its nominations with the
secretary of the credit union at least 90 days prior to the
annual meeting, and the secretary shall notify in writing
all members eligible to vote at least 75 days prior to the
annual meeting that nominations for vacancies may also be
made by petition signed by one percent of the members with a
minimum of 20 and a maximum of 500.
The written notice shall indicate that the election will not
be conducted by ballot and there will be no nominations from
the floor when there is only one nominee for each position
to be filled. A brief statement of qualifications and
biographical data in such form as shall be approved by the
board of directors will be included for each nominee
submitted by the nominating committee with the written
notice to all eligible members. Each nominee by petition
shall submit a similar statement of qualifications and
biographical data with the petition. The written notice
shall state the closing date for receiving nominations by
petition. The period for receiving nominations by petition
shall, in all cases, extend at least 30 days from the date
of the petition requirement and the list of nominating
committee's nominees are mailed to all members. To be
effective, such nominations shall be accompanied by a signed
certificate from the nominee or nominees stating that they
are agreeable to nomination and will serve if elected to
office. Such nominations shall be filed with the secretary
of the credit union at least 40 days prior to the annual
meeting and the secretary shall cause such nominations along
with those of the nominating committee to be posted in a
conspicuous place in each credit union office at least 35
days prior to the annual meeting.
Section 2. All elections shall be determined by plurality
vote and shall be by mail ballot except where there is only
one nominee for each position to be filled. Nominations
shall not be made from the floor unless sufficient
nominations have not been made by the nominating committee
or by petition to provide for one nominee for each position
to be filled or circumstances prevent the candidacy of the
one nominee for a position to be filled. Only those
positions without a nominee shall be subject to nominations
from the floor. In the event nominations from the floor,
when permitted herein, result in more than one nominee for a
position to be filled, and when nominations have been
closed, tellers shall be appointed by the president, ballots
shall be distributed, the vote shall be taken and tallied by
the tellers, and the results announced. When only one member
is nominated for each position to be filled, the chair may
take a voice vote or declare each nominee elected by general
consent or acclamation at the annual meeting.
Section 4. No member shall be entitled to vote by proxy, but
a member other than a natural person may vote through an
agent designated in writing for the purpose. A trustee, or
other person acting in a representative capacity, shall not,
as such, be entitled to vote.
Section 5. Irrespective of the number of shares held by him,
no member shall have more than one vote.
Section 6. The names and addresses of members of the board,
executive officers, executive committee, and members of the
supervisory committee shall be forwarded to the
Administration in accordance with the Act and regulations in
such manner as may be required by said Administration.
Section 7. The board may establish by resolution a minimum
age, not greater than 16 years of age, as a qualification
for eligibility to vote at meetings of the members and a
minimum age, not greater than 18 years of age, as a
qualification to hold elective or appointive office, or
both.
Section 8. Except as provided in Section 2 of this article,
all elections shall be by mail ballot, subject to the
following conditions:
(a) The tellers of election shall be representatives of a
duly qualified and independent firm or association of
professional auditors, arbitrators, or election tellers,
whose appointment shall be subject to the approval of the
board of directors.
(b) Sufficient nominations having been made by the
nominating committee or by petition to provide more than one
nominee for any position to be filled, the secretary shall,
at least 30 days prior to the annual meeting, cause printed
ballots to be mailed to all members eligible to vote.
(c) The secretary shall cause the following materials to be
mailed to each eligible voter:
(1) One ballot, clearly identified as such, on which the
names of the candidates for the board of directors and the
candidates for other separately identified offices or
committees shall have been printed in order as determined by
the draw of lots. The name of each candidate shall be
followed by a brief statement of qualifications and
biographical data in such form as shall be approved by the
board of directors.
(2) One envelope clearly marked with instructions that the
completed ballot shall be placed therein and the envelope
sealed.
(3) One identification form to be completed so as to include
the name, address, signature and credit union account number
of the voter.
(4) One mailing envelope in which the voter, pursuant to
instructions provided, shall insert the sealed ballot
envelope and the identification form, and which shall have
been postage prepaid and preaddressed for return to the
tellers of election.
(5) When properly designed, one form can be printed that
represents a combined ballot/identification form, and
postage prepaid and preaddressed return envelope.
(d) It shall be the duty of the tellers of election to
verify, or cause to be verified, the name of the voter and
his/her credit union account number as appearing on the
identification form; to place the verified identification
form and the sealed ballot envelope in separate places of
safekeeping pending the count of the vote; in the case of a
questionable or challenged identification form, to retain
the identification form and sealed ballot envelope together
until the verification or challenge has been resolved.
(e) Ballots mailed to the tellers of election must be
received by the tellers no later than midnight 5 days prior
to the date of the annual meeting.
(f) Voting shall be closed at the midnight deadline
specified in subsection (e) hereof and the vote shall be
tallied by the tellers of election. The result shall be
verified at the annual meeting and the president shall make
public the result of the vote at the annual meeting.
Article VII. Board of Directors
Section 1. The board shall consist of 7 members, all of whom
shall be members of this credit union. The number of
directors may be changed to an odd number not fewer than 5
nor more than 15 by resolution of the board. No reduction in
the number of directors may be made unless corresponding
vacancies exist as a result of deaths, resignations,
expiration of terms of office, or other actions provided by
these bylaws. A copy of the resolution of the board covering
any increase or decrease in the number of directors shall be
filed with the official copy of the bylaws of this credit
union.
Section 2. Regular terms of office for directors shall be
for periods of either 2 or 3 years as the board shall
determine: Provided, however, That all regular terms shall
be for the same number of years and until the election and
qualification of successors. The regular terms shall be so
fixed at the beginning, or upon any increase or decrease in
the number of directors, that approximately an equal number
of regular terms shall expire at each annual meeting.
Section 3. Any vacancy on the board or
supervisory committee shall be filled by vote of a majority
of the directors then holding office. Directors
so appointed shall hold office only until
the next annual meeting, at which any unexpired terms shall
be filled by vote of the members, and until the
qualification of their successors. Members of the
supervisory committee so appointed shall hold office until
the first regular meeting of the board following the next
annual meeting of members at which the regular term expires
and until the appointment and qualification of their
successors.
Section 4. A regular meeting of the board shall be held each
month at the time and place fixed by resolution of the
board. The president, or in his/her absence, the ranking
vice-president, may call a special meeting of the board at
any time; and shall do so upon written request of a majority
of the directors then holding office. Unless the board
prescribes otherwise, the president, or in his/her
absence, the ranking vice-president, shall fix the
time and place of special meetings. Notice of all meetings
shall be given in such manner as the board may from time to
time by resolution prescribe.
A regular meeting of the board as described in the above
paragraph may be replaced by a conference telephone call
meeting if the following conditions are met:
(a) The board must be sufficiently geographically dispersed
so that the holding of a regular meeting is impracticable;
(b) A regular meeting must be convened, at a minimum, once
each calendar quarter;
(c) At least seven days prior to each conference telephone
call meeting, the secretary shall cause the following
information to be distributed to each director:
(1) Minutes of the previous meeting;
(2) Reports of officers, standing committees, or of any
special committees;
(3) Special orders, or matters which have been assigned
priority;
(4) Any written information on unfinished business or new
business that has been given to the secretary by any
director;
(d) Minutes of conference telephone call meetings must be
signed by each conferee at the next regularly convened
meeting of the board at which the conferee is present.
Section 5. The board shall have the general direction and
control of the affairs of this credit union and shall be
responsible for performing all the duties customarily
performed by boards of directors. This shall include but not
be limited to the following:
(a) Directing the affairs of the credit union in accordance
with the Act, these bylaws, the rules and regulations and
sound business practices.
(b) Establishing programs to achieve the purposes of this
credit union as stated in article I, section 2, of these
bylaws.
(c) Establishing and supervising a loan collection program
and authorizing the chargeoff of uncollectible loans.
(d) Determining that all persons appointed or elected by
this credit union to any position requiring the receipt,
payment or custody of money or other property of this credit
union, or in its custody or control as collateral or
otherwise, are properly bonded in accordance with the Act
and regulations.
(e) Reviewing denied loan applications of members who file
written requests for such reviews.
(f) Appointing one or more loan officers and delegating to
these officers the power to approve or disapprove loans,
lines of credit, or advances from lines of credit.
(g) Performing such additional acts and exercising such
additional powers as may be required or authorized by
applicable law and regulations.
Section 6. A majority of the number of directors (inclusive
of any vacancies) shall constitute a quorum for the
transaction of business at any meeting thereof; but fewer
than a quorum may adjourn from time to time until a quorum
is in attendance.
Section 7. If a director fails to attend regular meetings of
the board for three consecutive months, or any four months
in any calendar year, or otherwise fails to perform any of
the duties devolving upon him/her as a director, his/her
office shall be declared vacant by the board and the vacancy
filled as herein provided. The board may remove any
executive officer from office for failure to perform the
duties thereof, after giving the officer reasonable notice
and opportunity to be heard.
When any executive officer, membership officer, executive
committee member or investment committee member is absent,
disqualified, or otherwise unable to perform the duties of
his/her office, the board may by resolution designate
another member of this credit union to act temporarily in
his/her place.
Section 8. Any member of the supervisory committee may be
suspended by a majority vote of the board of directors. The
members of this credit union shall decide, at a special
meeting held not fewer than 7 nor more than 14 days after
any such suspension, whether the suspended committee member
shall be removed from or restored to the supervisory
committee.
Article VIII. Board Officers, Management Officials and
Executive Committee
Section 1. The board officers of this credit union shall be
comprised of an executive officer, one or more assistant
executive officers, a financial officer, and a recording
officer, all of whom shall be elected by the board and from
their number. The board shall determine the title and rank
of each board officer and shall record them in the addendum
to this article. One board officer, the Treasurer, may be
compensated for his services to such extent as may be
determined by the board. If more than one assistant
executive officer is elected, the board shall determine
their rank as first assistant executive officer, second
assistant executive officer, et cetera. The offices of the
financial officer and recording officer may be held by the
same person. Unless sooner removed as herein provided, the
board officers elected at the first meeting of the board
shall hold office until the first meeting of the board
following the first annual meeting of the members and until
the election and qualification of their respective
successors.
Section 2. Board officers elected at the meeting of the
board next following the annual meeting of the members,
which shall be held not later than 7 days after the annual
meeting, shall hold office for a term of 1 year and until
the election and qualification of their respective
successors: Provided, however, That any person elected to
fill a vacancy caused by the death, resignation, or removal
of an officer shall be elected by the board to serve for the
unexpired term of such officer and until his successor is
duly elected and qualified.
Section 3. The president shall preside at all meetings of
the members and at all meetings of the board, unless
disqualified through suspension by the supervisory
committee. He/she shall countersign all notes of this credit
union and all checks, drafts, and other orders for
disbursement of its funds unless the board, by resolution,
has eliminated the requirement of countersigning. The
president shall also perform such other duties as
customarily appertain to the office of president or as
he/she may be directed to perform by resolution of the board
not inconsistent with the Act and regulations and these
bylaws.
Section 4. The ranking assistant executive officer available
shall have and exercise all the powers, authority, and
duties of the executive officer during the absence of the
latter or his inability to act.
Section 5. The financial officer shall manage this credit
union under the control and direction of the board unless
the board has appointed a management official to act as
general manager. Subject to such limitations, controls and
delegations as may be imposed by the board, the financial
officer shall:
(a) Have custody of all funds, securities, valuable papers
and other assets of this credit union.
(b) Sign all notes of this credit union, and all checks,
drafts, and other orders for disbursement of its funds.
(c) Provide and maintain full and complete records of all
the assets and liabilities of this credit union in
accordance with forms and procedures prescribed in the
Accounting Manual for Federal Credit Unions or otherwise
approved by the Administration.
(d) Within 20 days after the close of each month, prepare
and submit to the board financial statements showing the
condition of this credit union as of the end of the month.
He/she shall promptly post copies of such statement in a
conspicuous place in the office of this credit union where
it will remain until replaced by the financial statements
for the next succeeding month.
(e) Prepare and forward to the Administration such financial
and other reports as the Administration may require.
(f) If so authorized by the board and within standards and
limitations prescribed by the board, employ tellers, clerks,
bookkeepers, and other office employees, and have the power
to remove such employees.
(g) Perform such other duties as customarily appertain to
the office of the financial officer or as he may be directed
to perform by resolution of the board not inconsistent with
the Act and regulations and these bylaws.
The board may employ one or more assistant financial
officers, none of whom may also hold office as executive
officer or assistant executive officer, and may authorize
them, under the direction of the financial officer, to
perform any of the duties devolving on the financial
officer, including the signing of checks. When designated by
the board, any assistant financial officer may also act as
financial officer during the temporary absence of the
financial officer or in the event of his temporary inability
to act.
Section 6. The board may appoint a management official who
shall not be a member of the board and who shall be under
the direction and control of the board or of the financial
officer as determined by the board. The management official
may be assigned any or all of the responsibilities of the
financial officer described in section 5 of this article.
The board shall determine the title and rank of each
management official and shall record them in the addendum to
this article.
The board may employ one or more assistant management
officials, none of whom shall be a member of the board. The
board may authorize assistant management officials under the
direction of the management official, to perform any of the
duties devolving on the management official, including the
signing of checks. When designated by the board, any
assistant management official may also act as management
official during the temporary absence of the management
official or in the event of his temporary inability to act.
Section 7. The board shall employ, fix the compensation, and
prescribe the duties of such employees as may in the
discretion of the board be necessary, and have the power to
remove such employees, unless it has delegated these powers
to the treasurer or manager; except that neither the board,
the treasurer, nor the manager shall have the power or the
duty to employ, prescribe the duties of, or remove necessary
clerical and auditing assistance employed or utilized by the
supervisory committee: Provided, however, That no director
or committee member may be a paid employee of this credit
union for a minimum of two years from the date the official
terminates his/her position as a director or committee
member unless the employee position to be filled exists as
the result of a death or disability.
Section 8. The recording officer shall prepare and maintain
full and correct records of all meetings of the members and
of the board, which records shall be prepared within 7 days
after the respective meetings. The recording officer shall
promptly inform the Administration in writing of any change
in the address of the office of this credit union or the
location of its principal records. He shall give or cause to
be given, in the manner prescribed in these bylaws, proper
notice of all meetings of the members, and shall perform
such other duties as he may be directed to perform by
resolution of the board not inconsistent with the Act and
regulations and these bylaws.
The board may employ one or more assistant recording
officers, none of whom may also hold office as executive
officer, assistant executive officer, or financial officer,
and may authorize them under direction of the recording
officer to perform any of the duties devolving on the
recording officer.
Section 9. The board may appoint an executive committee of
not fewer than three directors to serve at its pleasure, to
act for it with respect to specifically delegated functions
authorized by the Act and regulations. The board may also
authorize such executive committee or a membership
officer(s) appointed by the board from the membership other
than a board member paid as an officer, the financial
officer, any assistant to the paid officer of the board or
to the financial officer or any loan officer, to serve at
its pleasure to approve applications for membership under
such conditions as the board and these bylaws may prescribe.
No executive committee member or membership officer may be
compensated as such.
Section 10. The board may appoint an investment committee
composed of not less than two, to serve at its pleasure to
have charge of making investments under rules and procedures
established by the board. No member of the investment
committee may be compensated as such.
Addendum The title and rank of the board officers and
management officials of this credit union are as follows:
(a) The executive officer is to have the title of CHAIRMAN.
(b) The assistant executive officer is to have the title of
VICE CHAIRMAN.
(c) The financial officer is to have the title of TREASURER.
(d) The assistant financial officer is to have the title of
Director of Finance.
(e) The recording officer is to have the title of SECRETARY
(f) The assistant recording officer is to have the title of
Administrative Secretary.
(g) The management official is to have the title of
PRESIDENT/CEO.
(h) The assistant management official is to have the title
of Vice President of Operations.
Article IX. Loan Officers
Section 1. Each loan officer shall maintain a record of each
transaction approved or not approved by him/her within 7
days of the date of the filing of the application or
request, and such records shall become a part of the records
of the credit union. No
individual may disburse funds of this credit union for any
application or share withdrawal which he/she has approved as
a loan officer.
Section 2. The loan officer shall
inquire into the character and financial condition of each
applicant for a loan or line of credit and his/her sureties,
if any, to ascertain their ability to repay fully and
promptly the obligations incurred by them and to determine
whether the loan or line of credit will be of probable
benefit to the borrower. The loan officers shall endeavor
diligently to assist
applicants in solving their financial problems.
Section 3. No loan or line of credit shall be made unless
approved by a loan officer in accordance
with applicable law and regulations.
Section 4. Subject to the limits imposed by applicable law
and regulations, these bylaws, and the general policies of
the board or a loan officer, shall
determine the security if any required for each application
and the terms of repayment. The security furnished shall be
adequate in quality and character and consistent with sound
lending practices. When funds are not available to make all
the loans and lines of credit for which there are
applications, preference shall be given, in all cases, to
the smaller applications if the need and credit factors are
nearly equal.
Article X. Supervisory Committee
Section 1. The supervisory committee shall be appointed by
the board from among the members of this credit union, one
of whom may be a director other than the financial officer.
The board shall determine the number of members on the
committee, which shall not be fewer than 3 nor more than the
maximum number permitted by the Act. No loan officer
or any employee of this credit union may be
appointed to the committee. Regular terms of committee
members shall be for periods of 1, 2, or 3 years as the
board shall determine: Provided, however, That all regular
terms shall be for the same number of years and until the
appointment and qualification of successors. The regular
terms shall expire at the first regular meeting of the board
following each annual meeting.
Section 2. The supervisory committee members shall choose
from among their number a chairman and a secretary. The
secretary of the supervisory committee shall prepare,
maintain, and have custody of full and correct records of
all actions taken by it. The offices of chairman and
secretary may be held by the same person.
Section 3. The supervisory committee shall make, or cause to
be made, such audits, and to prepare and submit such written
reports, as are required by the Act and regulations. The
committee may employ and use such clerical and auditing
assistance as may be required to carry out its
responsibilities prescribed by this article, and may request
the board to provide compensation for such assistance. It
shall prepare and forward to the Administration such reports
as may be required.
Section 4. The supervisory committee shall from time to time
and not less frequently than as required by the Act and
regulations, cause the passbooks and accounts of all members
to be verified with the records of the financial officer.
The committee shall maintain a record of such verification.
Section 5. By unanimous vote, the supervisory committee may
suspend, until the next meeting of the members, any
director or executive officer.
Prior to such suspension the supervisory
committee shall notify the official of the proposed
suspension action and within 7 days after said notice give
the official the opportunity to meet with the supervisory
committee to be heard. In the event of any such suspension,
the supervisory committee shall call a special meeting of
the members to act on said suspension which meeting shall be
held not fewer than 7 nor more than 14 days after such
suspension. The chairman of the committee shall act as
chairman of the meeting unless the members select another
person to act as chairman.
Section 6. By the affirmative vote of a majority of its
members, the supervisory committee may call a special
meeting of the members to consider any violation of the
provisions of the Act, the regulations, or of the charter or
the bylaws of this credit union, or to consider any practice
of this credit union which the committee deems to be unsafe
or unauthorized. The supervisory committee chairman shall
give notice to the board of directors prior to the calling
of the special meeting of the members. Upon receipt of such
notice the board shall arrange to meet with the supervisory
committee prior to or at the next regular board meeting to
discuss the matters of concern. If agreement for settlement
on any of the matters of concern cannot be reached, the
supervisory committee may proceed with the calling of the
special meeting of the members.
Article XI. Organization Meeting
Section 1. At the time application is made for a Federal
credit union charter, the subscribers to the organization
certificate shall meet for the purpose of electing a board
of directors. Failure to commence operations within 60 days
following receipt of the approved organization certificate
(charter) shall be cause for revocation of the charter
unless a request for an extension of time has been submitted
to and approved by the Regional Director.
Section 2. The subscribers shall elect a chairman and a
secretary for the meeting. The subscribers shall then elect
from their number, or from those eligible to become members
of this credit union, a board of directors to hold office
until the first annual meeting of the members and until the
election and qualification of their respective successors.
If not already a member, every person elected under this
section or appointed under section 3 of this article, must
qualify within 30 days by becoming a member. If any person
elected as a director or appointed as a
supervisory committee member does not qualify as a member
within 30 days of such an election or appointment, his
office shall automatically become vacant and shall be filled
by the board.
Section 3. Promptly following the elections held under the
provisions of section 2 of this article, the board shall
meet and elect the executive officers who shall hold office
until the first meeting of the board of directors following
the first annual meeting of the members and until the
election and qualification of their respective successors.
The board shall also appoint at this meeting a supervisory
committee as provided in article X, section 1, of these
bylaws. The members so appointed shall hold office until the
first regular meeting of the board following the first
annual meeting of the members and until the appointment and
qualification of their respective successors.
Article XII. Loans and Lines of Credit to Members
Section 1. Loans to individuals shall be made only to
members, and shall be made for provident or productive
purposes in accordance with applicable law and regulations.
Loans to a member other than a natural person shall not be
in excess of its shareholdings in this credit union, unless
the loan is made jointly to one or more natural person
members and a business organization in which they have
majority interest, or if the nonnatural person is an
association, the loan is made jointly to a majority of the
members of the association and to the association in its own
right.
Section 2. Within the limitations prescribed by applicable
law and regulations, the board shall fix from time to time
the interest rates on loans, the rate of interest refund, if
any, to be made to members, the maximum maturities and terms
of payment or amortization of loans to members, the
security, and the maximum amount which may be loaned. When,
by action of the board, the interest rates on future loans
are reduced, similar action may be taken with regard to
interest rates on unpaid balances of existing loans.
Section 3. Lines of credit may be extended to members in
accordance with applicable law and regulations. The board
shall fix from time to time the interest rates, the maximum
maturity, terms of payment or amortization, the security,
and the maximum amount which may be loaned under a line of
credit agreement within the limitations prescribed by
applicable law and regulations.
Section 4. The aggregate amount of loans and lines of credit
to any one member and the terms and conditions of such loans
and lines of credit shall not exceed the limits permitted by
applicable law and regulations.
Section 5. Any loan or line of credit made to a director or
member of the supervisory committee shall be in
compliance with the Act and regulations. Directors or
members of the credit or supervisory committee may act as
comaker, endorser or guarantor for borrowers from this
credit union, subject to the provisions of the Act and
regulations.
Section 6. A borrower may repay his/her loan prior to
maturity, in whole or in part, on any business day without
penalty.
Section 7. Applications for loans or lines of credit shall
be on forms prepared and furnished by the loan officer
and shall in each case set forth the security, if any, and
such other data as may be required by the committee or by
applicable law and regulations.
Section 8. Any member whose loan is delinquent may be
required to pay a late charge as determined by the board of
directors.
Article XIII. Reserves
Section 1. All amounts as required by the Act and
regulations, shall be set aside as a regular reserve:
Provided, however, That when the regular reserve thus
established shall reach the minimum balance required by the
Act and regulations, no further transfers shall be required
except up to such amounts permitted by law and as may be
needed to maintain such minimum balance. Amounts in excess
of the above requirements may be transferred to the regular
reserve by authorization of the board. The regular reserve
shall be used only for losses as authorized by applicable
law and regulations.
Section 2. In addition to the regular reserve, special
reserves to protect the interests of members shall be
established in accordance with the Act and regulations. The
board may also authorize the establishment of any additional
reserves which it deems necessary.
Article XIV. Dividends
Section 1. The board shall establish dividend periods and
declare dividends as permitted by the Act and applicable
regulations.
Section 2. No dividend shall be declared or paid at a rate
in excess of the maximum dividend rates set forth in
regulations.
Section 3. Dividends shall be paid on all funds in a share
account once a fully paid share of $5.00 has been purchased.
Article XV. Deposit and Disbursement of Funds - Investments
and Borrowing
Section 1. All funds of this credit union, except for petty
cash and cash change funds authorized by section 3 of this
article, shall be deposited in such qualified depository or
depositories from among those authorized by applicable law
and regulations as the board may from time to time by
resolution designate; and shall be so deposited not later
than the second banking day after their receipt: Provided,
however, That receipts in the aggregate of $300 or less may
be held as long as 1 week before they are deposited.
Section 2. All disbursements of funds of this credit union
shall be made by checks or other written instruments signed
by the financial officer, chief management official,
assistant financial officer, or an assistant management
official, and countersigned by the executive officer, or in
his absence or inability to serve, by the ranking assistant
executive officer: Provided, however, That the board may by
resolution eliminate the requirement of countersigning: And
provided further, That the board may by resolution determine
that disbursements may be made in cash in accordance with
procedures prescribed in the Accounting Manual for Federal
Credit Unions or otherwise approved by the Administration.
Section 3. A cash fund may be authorized by the board by
resolution for the purpose of making change, and for such
other purposes as prescribed in the Accounting Manual for
Federal Credit Unions.
The board may authorize by resolution the establishment of a
petty cash fund for postage, and for defraying other expense
items in amounts of less than $50.00.
Section 4. The funds of this credit union shall be invested
only as authorized by applicable law and regulations.
Section 5. The board may authorize borrowing and discounting
operations on behalf of this credit union within the
limitations prescribed by applicable law and regulations.
Article XVI. Expulsion and Withdrawal
Section 1. A member may be expelled only in the manner
provided by the Act. Expulsion or withdrawal shall not
operate to relieve a member of any liability to this credit
union. All amounts paid in on shares by expelled or
withdrawing members, prior to their expulsion or withdrawal,
shall be paid to them in the order of their withdrawal or
expulsion, but only as funds become available and only after
deducting therefrom any amounts due from such members to
this credit union.
Article XVII. Minors
Section 1. Shares may be issued in the name of a minor.
Article XVIII. Definitions
Section 1. When used in these bylaws the terms:
(a) "Act" means the Federal Credit Union Act, as amended.
(b) "Administration" means the National Credit Union
Administration.
(c) "Board" means Board of Directors of the Federal Credit
Union.
(d) "NCUA Board" means the Board of the National Credit
Union Administration.
(e) "Regulation" or "regulations" means rules and
regulations issued by the NCUA Board of the National Credit
Union Administration.
(f) "Applicable law and regulations" means the Federal
Credit Union Act and rules and regulations issued thereunder
or other applicable Federal statutes and rules and
regulations issued thereunder as the context indicates (such
as The Higher Education Act of 1965).
(g) "Net earnings," for a given period, means the balance
remaining after deducting from the gross income of this
credit union actually received during such period all
expenses paid or payable during such period, and any losses
sustained therein (as determined by the board) for which no
specific reserve has been set aside. Amounts set aside
during such period as a reserve shall not be deemed items of
expense.
(h) "Paid in and unimpaired capital," as of a given date,
means the balance of the paid-in share accounts as of such
date, less any losses that may have been incurred for which
there is no reserve or which have not been charged against
undivided earnings.
(i) "Surplus," as of a given date, means the credit balance
of the undivided earnings account on such date, after all
losses have been provided for and net earnings or net losses
have been added thereto or deducted therefrom, as the case
may be. Reserves shall not be considered as a part of the
surplus.
(j) "Share" or "shares" means all classes of shares and
share certificates that may be held in accordance with
applicable law and regulations.
Section 2. If included in the definition of the field of
membership in the organization certificate (charter) of this
credit union, the terms or expressions:
(a) "Members of their immediate families" includes any
relative related by blood, marriage or adoption to a DEC or
DCU employee who is presently a DCU member.
(b) "Organizations of such persons" means an organization or
organizations composed exclusively of persons who are within
the field of membership of this credit union.
Persons retired as pensioners or annuitants means persons
retired as pensioners or annuitants from the above
employer(s) and who reside within the operational area of
this credit union.
Article XIX. General
Section 1. All power, authority, duties, and functions of
the members, directors, officers, and employees of this
credit union, pursuant to the provisions of these bylaws,
shall be exercised in strict conformity with the provisions
of applicable law and regulations, and of the charter and
the bylaws of this credit union.
Section 2. The officers, directors, members of committees
and employees of this credit union shall hold in confidence
all transactions of this credit union with its members and
all information respecting their personal affairs, except to
the extent deemed necessary by the board in connection with:
(a) The making of loans and extending lines of credit.
(b) The collection of loans.
(c) The guarantee of member share drafts by third parties.
In accordance with the above, the board of directors may
authorize participation in:
(a) A credit reporting agency if it has determined that use
of such an agency is essential in the making of loans and
extending lines of credit and that information supplied by
the credit union concerning its members will be made
available only to legitimate members belonging to that
agency and persons who have a legitimate business need for
information in connection with a business transaction
involving a consumer.
(b) A consumer reporting agency if it has determined that
information supplied by the credit union is essential to the
guarantee of member share drafts by that agency.
Section 3. Notwithstanding any other provisions in these
bylaws, any director, committee member, or officer of this
credit union may be removed from office by the affirmative
vote of a majority of the members present at a special
meeting called for the purpose, but only after an
opportunity has been given him to be heard.
Section 4. No director, committee member, officer, agent, or
employee of this credit union shall in any manner, directly
or indirectly, participate in the deliberation upon or the
determination of any question affecting his pecuniary
interest or the pecuniary interest of any corporation,
partnership, or association (other than this credit union)
in which he is directly or indirectly interested. In the
event of the disqualification of any director respecting any
matter presented to the board for deliberation or
determination, such director shall withdraw from such
deliberation or determination; and in such event the
remaining qualified directors present at the meeting, if
constituting a quorum with the disqualified director or
directors, may exercise with respect to this matter, by
majority vote, all the powers of the board. In the event of
the disqualification of any member of the
supervisory committee, such committee member shall
withdraw from such deliberation or determination.
Section 5. Copies of the organization certificate of this
credit union, its bylaws and any amendments thereof, and any
special authorizations by the Administration shall be
preserved in a place of safekeeping. Returns of nominations
and elections and proceedings of all regular and special
meetings of the members and directors shall be recorded in
the minute books of this credit union. The minutes of the
meetings of the members, the board, and the committees shall
be signed by their respective chairmen or presiding officers
and by the persons who serve as secretaries of such
meetings.
Section 6. All books of account and other records of this
credit union shall at all times be available to the
directors and committee members of this credit union. The
charter and bylaws of this credit union shall be made
available for inspection by any member.
Section 7. Each member shall keep the credit union informed
about his/her current address. In the event a member fails
to do this, a charge may be made to the member's share
account for the actual cost of necessary locator service
incurred in determining such address: Provided, however,
That such charge shall be made only for amounts paid to a
person or concern normally engaged in providing such
service, and shall be made against the account or accounts
of any one member not more than twice in any 12-month
period. The aggregate of such charges each 12-month period
shall not exceed $5.
Section 8. (a) The credit union may elect to indemnify to
the extent authorized by the Model Business Corporation Act:
the following individuals for any liability asserted against
them and expenses reasonably incurred by them in connection
with judicial or administrative proceedings to which they
are or may become parties by reason of the performance of
their official duties: current officials, former officials,
current employees, former employees.
(b) The credit union may purchase and maintain insurance on
behalf of the individuals indicated in (a) above against any
liability asserted against them and expenses reasonably
incurred by them in their official capacities and arising
out of the performance of their official duties to the
extent such insurance is permitted by the applicable state
law or the Model Business Corporation Act.
(c) The term "official" in this bylaw means a person who is
a member of the board of directors,
supervisory committee, other volunteer committee, (including
elected or appointed loan officers or membership officers),
established by the board of directors."
Article XX. Operations Following an Attack on the United
States
Section 1. In the event of an attack upon the United States,
the officers and employees of the credit union shall
continue to conduct the affairs of the credit union under
such guidance from the directors as may be available and
subject to conformance with any governmental directives
during the emergency.
Section 2. In the event of an attack upon the United States
of sufficient severity to prevent the conduct and management
of the affairs and business of the credit union by its
regularly elected directors, officers, and properly
constituted committees as contemplated by these bylaws, any
three available members of the then incumbent board of
directors shall constitute a quorum of the board of
directors for the full conduct and management of the affairs
and business of the credit union including the approval of
loans if a loan officer is not
available. In the event of the unavailability at such time
of three members of the board, the vacancies, in order to
provide a quorum of three, shall be filled as follows:
(a) If the regularly elected executive officer or a
regularly elected assistant executive officer is not
available, the available person who is highest on the
succession list for executive officer last authorized by the
board of directors shall automatically become an acting
director if he is not a member of the board and acting
executive officer.
(b) If the regularly elected financial officer is not
available, the available person who is highest on the
succession list for financial officer last authorized by the
board of directors shall automatically become an acting
director if he is not a member of the board and acting
financial officer.
(c) If a third director is necessary to make a quorum, he
shall be the next highest available person on the succession
list for executive officer or upon the exhaustion of such
list, the next highest available person on the succession
list for financial officer.
The quorum of the board of directors as regularly
constituted or as constituted above shall appoint additional
directors as necessary to provide for a full board of five
members, provided that: If there is available an even number
of regularly elected directors in excess of five, the board
shall appoint one additional director, in which case, a
quorum shall then be a majority of the full board thus
constituted. Persons selected as provided in this section
shall hold office only until their successors are elected at
the next annual meeting or at a special meeting called for
that purpose and until the qualification of their
successors; provided that the person selected pursuant to
subsection (a) shall hold office as acting executive officer
and as acting director only until the regularly elected
executive officer or a regularly elected assistant executive
officer becomes available; and that the person selected
pursuant to subsection (b) shall hold offices as acting
financial officer and as acting director only until the
regularly elected financial officer becomes available. This
bylaw shall be subject to implementation by resolutions by
the board of directors passed from time to time for that
purpose, and any provisions of these bylaws (other than this
section) and any resolutions which are contrary to the
provisions of this section or to the provisions of any such
implementary resolutions shall be suspended until a
regularly constituted board of directors can be obtained.
Section 3. In the event that the office of the credit union
becomes unusable, as a result of an attack upon the United
States, the credit union shall, if possible, establish
temporary substitute quarters. The office of this credit
union shall be established as soon as practicable thereafter
at a suitable permanent location within the limits permitted
by the charter of this credit union.
Article XXI. Amendments of Bylaws and Charter
Section 1. Amendments of these bylaws may be adopted and
amendments of the charter requested by the affirmative vote
of two-thirds of the authorized number of members of the
board at any duly held meeting thereof if the members of the
board have been given prior written notice of said meeting
and the notice has contained a copy of the proposed
amendment or amendments. No amendment of these bylaws or of
the charter shall become effective, however, until approved
in writing by the NCUA Board.
|
|
Federal Credit Union, Charter No. 23521
(A corporation chartered under the laws of the United
States)
Article I. Name - Purposes
Section 1. The name of this credit union is as stated in
section 1 of the charter (approved organization certificate)
of this credit union.
Section 2. The purpose of this credit union is to promote
thrift among its members by affording them an opportunity to
accumulate their savings, and to create for them a source of
credit for provident or productive purposes.
Article II. Qualifications for Membership
Section 1. The field of membership of this credit union is
limited to that stated in section 5 of its charter.
Section 2. Applications for membership from persons eligible
to membership under section 5 of the charter shall be signed
by the applicant on forms approved by the board. Upon
approval of such an application by a majority of the
directors or a majority of the members of a duly authorized
executive committee or by a membership officer and upon
his/her subscription to at least one share of this credit
union and the payment of the initial installment thereon,
and the payment of a uniform entrance fee if required by the
board, the applicant is admitted to membership. If a
membership application is denied, the reasons therefor shall
be furnished in writing to the person whose application is
denied, upon written request.
Section 3. A number shall be assigned to each member as a
means of identifying his account with the credit union.
Section 4. A member who withdraws all of his shareholdings
thereby ceases to be a member. The board may by resolution
require persons readmitted to membership to pay another
entrance fee.
Section 5. The membership of members who are no longer
within the field of membership on the day this bylaw is
effective or thereafter, is terminated immediately:
Provided, however, That the board may resolve that such
members may retain membership if they meet certain
reasonable minimum standards established by the board.
Article III. Shares of Members
Section 1. The par value of each share shall be $5.00.
Subscriptions to shares are payable at the time of
subscription, or in installments of at least $1 per month.
Section 2. The maximum amount of shares which may be held by
any one member shall be established from time to time by
resolution of the board.
Section 3. The shareholdings of a member who fails to
complete payment of one share within 6 months of his/her
admission to membership, or of a member who reduces his/her
share balance below $5 and does not increase the balance to
at least $5 within 6 months of the reduction may be absorbed
by a late charge upon authorization of the board.
Section 4. Shares may be transferred only from one member to
another, by written instrument in such form as the board may
prescribe. Such transfer shall carry dividend credits with
it. The board may require payment of a fee not to exceed $1
for each such transfer and, if so required, such fee shall
apply to all transfers.
Section 5. Money paid in on shares or installments of shares
may be withdrawn as provided in these bylaws or regulation
on any day when payment on shares may be made: Provided,
however, That
(a) The board shall have the right, at any time, to require
members to give, in writing, not more than 60 days notice of
intention to withdraw the whole or any part of the amounts
so paid in by them except for those amounts paid into share
draft accounts.
(b) The board may determine that if shares are paid in under
an accumulated payroll deduction plan, as prescribed in the
Accounting Manual for Federal Credit Unions, they may not be
withdrawn until credited to members' accounts.
(c) No member may withdraw shareholdings that are pledged as
required security on loans without the written approval of
the loan officer, except to the extent
that such shares exceed the member's total primary and
contingent liability to the credit union. "Required
security" as used in this subsection refers to shares which
are in existence at the time the application is made and
specifically required to be pledged as security as part of a
secured transaction.
(d) No member may withdraw any shareholdings below the
amount of his/her primary or contingent liability to the
credit union if he/she is delinquent as a borrower, or if
borrowers for whom he/she is comaker, endorser, or guarantor
are delinquent, without the written approval of
a loan officer; except that shares issued in an
irrevocable trust as provided in section 6 of this article
are not subject to restrictions upon withdrawal except as
stated in the trust agreement.
(e) The share account of a person whose membership is
terminated in accordance with article II, section 5, of
these bylaws may be continued until the close of the
dividend period in which the membership is terminated, after
which it shall be transferred to an account payable. The
share account of a deceased member (other than one held in
joint tenancy with another member) may be continued until
the close of the dividend period in which the administration
of the deceased's estate is completed, but not to exceed a
period of 4 years.
(f) The board shall have the right, at any time, to impose a
fee for excessive share withdrawals from regular share
accounts. The number of withdrawals not subject to a fee and
the amount of the fee shall be established by board
resolution and shall be subject to regulations applicable to
the advertising and disclosure of terms and conditions on
member accounts.
Section 6. Shares may be issued in a revocable or
irrevocable trust, subject to the following:
(a) When shares are issued in a revocable trust, the settlor
must be a member of this credit union in his/her own right,
and the name of the beneficiary must be stated.
(b) When shares are issued in an irrevocable trust, the
settlor or the beneficiary must be a member of this credit
union in his/her own right, and the name of the beneficiary
must be stated. For purposes of this section, shares issued
pursuant to a pension plan authorized by the rules and
regulations shall be treated as an irrevocable trust unless
otherwise indicated in the rules and regulations.
(c) Trust accounts established prior to the effective date
of this section shall not be affected. Trusts may be
established pursuant to this section, provided such trusts,
their terms and conditions are in accordance with the laws
of this jurisdiction.
Article IV. Receipting for Money - Passbooks
Section 1. Money paid in or paid out on account of shares,
loans, interest, entrance and transfer fees, or late charges
shall be evidenced by an appropriate voucher or receipt or
by entries in a member's passbook which shall also identify
the person acting on behalf of this credit union. The
member's official permanent record for all transactions
shall be the entries in the passbook or a statement of
account when such a plan is used as prescribed in the
Accounting Manual for Federal Credit Unions.
Section 2. If a passbook is lost or stolen, immediate notice
of such fact shall be given to the financial officer, and
written application shall be made for the payment of the
amount due the member as represented by said passbook or for
the issuance of a duplicate passbook. The board may require
the filing of an adequate bond to indemnify this credit
union against any loss or losses resulting from the issuance
of such duplicate passbook. The board may also require
payment to this credit union of a reasonable charge to cover
the cost of issuing a duplicate passbook.
Article V. Meetings of Members
Section 1. The annual meeting of the members shall be held
within the period authorized in the Act, in the county in
which the office of the credit union is located or within a
radius of 100 miles of such office, at such time and place
as the board shall determine and announce in the notice
thereof.
Section 2. At least 75 days before the date of any annual
meeting or 7 days before the date of any special meeting of
the members, the secretary shall cause written notice
thereof to be handed to each member in person, or mailed to
each member at his/her address as the same appears on the
records of this credit union. The written notice for the
annual meeting will advise the members of the various voting
procedures that are available, the deadlines required by
each method of voting, and the date and time of the annual
meeting. Any meeting of the members, whether annual or
special, may be held without prior notice, at any place or
time, if all the members entitled to vote thereat who are
not present at such meeting shall in writing waive notice
thereof, before, during, or after the meeting.
Notice of any special meeting shall state the purpose for
which it is to be held, and no business other than that
related to this purpose shall be transacted at the meeting.
Section 3. Special meetings of the members may be called by
the chairperson or by the supervisory committee as provided in
these bylaws, and may be held at any location permitted for
the annual meeting. A special meeting shall be called by the
chairperson within 30 days of the receipt of a written request
of 25 members or 10 percent of the members as of the date of
the request, whichever number is larger: Provided, however,
That a request of no more than 1,000 members shall be
required for such meeting. The notice of such special
meeting shall be given as provided in Section 2 of this
Article. A request for a special meeting of the members
shall be signed by the members desiring the meeting and it
shall set forth the specific purpose or purposes for which
the meeting is requested. The written request for a special
meeting shall be presented to the chairperson. Also, a special
meeting may be requested in writing by 25 members or 5
percent of the members as of the date of the request,
whichever number is larger: Provided, however, that the
request of no more than 200 members shall be required for
such a meeting. In addition to the above requirements for a
written request, such a request shall name the members of a
five-member committee appointed by the petitioners to act
for the petitioners in a manner which will be binding on
said petitioners. The chairperson shall arrange for the board
to meet with the above committee within 10 days after the
receipt of the request; and thereafter the board and the
committee shall meet as necessary to resolve any problems or
issues raised in the petition. If agreement for settlement
on any of said problems or issues cannot be reached, a
special meeting of the members shall be called by the
chairperson, in accordance with the provisions of these
bylaws, within 45 days of the date of the last meeting
between the board and the petitioners' five-member
committee.
Section 4. The order of business at annual meetings of
members shall be-
(a) Ascertain that a quorum is present
(b) Reading and approval (or correction) of the minutes of
the last meeting
(c) Report of directors
(d) Report of the treasurer or the manager
(e) Report of the loan officers
(f) Report of the supervisory committee
(g) Elections
(h) Unfinished business
(i) New business
(j) Adjournment
The members assembled at any annual meeting may suspend the
above order of business upon a two-thirds vote of the
members present at the meeting.
Section 5. Except as hereinafter provided, at annual or
special meetings, 15 members shall constitute a quorum. If
no quorum is present, an adjournment may be taken to a date
not fewer than 7 nor more than 14 days thereafter; and the
members present at any such adjourned meeting shall
constitute a quorum, regardless of the number of members
present. The same notice shall be given for the adjourned
meeting as is prescribed in section 2 of this article for
the original meeting, except that such notice shall be given
not fewer than 5 days previous to the date of the meeting as
fixed in the adjournment.
Section 6. Any member may submit a proposed new business
item(s) for the annual meeting. The proposal must be submitted
in writing and received by the chairperson at east twenty-one
(21) calendar days prior to the date that the annual meeting
notice is scheduled to be mailed pursuant to Section 2 of this
article. Each proposed new business item will be designated as
advisory in nature and will not be binding upon the board of
directors.
Article VI. Elections
Section 1. At least 120 days prior to each annual meeting
the chairperson shall appoint a nominating committee of not
fewer than three members. It shall be the duty of the
nominating committee to nominate at least one member for
each vacancy, including any unexpired term vacancy, for
which elections are being held, and to determine that the
members nominated are agreeable to the placing of their
names in nomination and will accept office if elected. The
nominating committee shall file its nominations with the
secretary of the credit union at least 90 days prior to the
annual meeting, and the secretary shall notify in writing
all members eligible to vote at least 75 days prior to the
annual meeting that nominations for vacancies may also be
made by petition signed by at least 200 members.
The written notice shall indicate that the election will not
be conducted by ballot and there will be no nominations from
the floor when there is only one nominee for each position
to be filled. A brief statement of qualifications and
biographical data in such form as shall be approved by the
board of directors will be included for each nominee
submitted by the nominating committee with the written
notice to all eligible members. Each nominee by petition
shall submit a similar statement of qualifications and
biographical data with the petition. The written notice
shall state the closing date for receiving nominations by
petition. The period for receiving nominations by petition
shall, in all cases, extend at least 30 days from the date
of the petition requirement and the list of nominating
committee's nominees are mailed to all members. To be
effective, such nominations shall be accompanied by a signed
certificate from the nominee or nominees stating that they
are agreeable to nomination and will serve if elected to
office. Such nominations shall be filed with the secretary
of the credit union at least 40 days prior to the annual
meeting and the secretary shall cause such nominations along
with those of the nominating committee to be posted in a
conspicuous place in each credit union office at least 35
days prior to the annual meeting.
Section 2. All elections shall be determined by plurality
vote and shall be by mail ballot except where there is only
one nominee for each position to be filled. Nominations
shall not be made from the floor unless sufficient
nominations have not been made by the nominating committee
or by petition to provide for one nominee for each position
to be filled or circumstances prevent the candidacy of the
one nominee for a position to be filled. Only those
positions without a nominee shall be subject to nominations
from the floor. In the event nominations from the floor,
when permitted herein, result in more than one nominee for a
position to be filled, and when nominations have been
closed, tellers shall be appointed by the chairperson, ballots
shall be distributed, the vote shall be taken and tallied by
the tellers, and the results announced. When only one member
is nominated for each position to be filled, the chair may
take a voice vote or declare each nominee elected by general
consent or acclamation at the annual meeting.
Section 4. No member shall be entitled to vote by proxy, but
a member other than a natural person may vote through an
agent designated in writing for the purpose. A trustee, or
other person acting in a representative capacity, shall not,
as such, be entitled to vote.
Section 5. Irrespective of the number of shares held by him,
no member shall have more than one vote.
Section 6. The names and addresses of members of the board,
executive officers, executive committee, and members of the
supervisory committee shall be forwarded to the
Administration in accordance with the Act and regulations in
such manner as may be required by said Administration.
Section 7. The board may establish by resolution a minimum
age, not greater than 16 years of age, as a qualification
for eligibility to vote at meetings of the members and a
minimum age, not greater than 18 years of age, as a
qualification to hold elective or appointive office, or
both.
Section 8. Except as provided in Section 2 of this article,
all elections shall be by mail ballot, subject to the
following conditions:
(a) The tellers of election shall be representatives of a
duly qualified and independent firm or association of
professional auditors, arbitrators, or election tellers,
whose appointment shall be subject to the approval of the
board of directors.
(b) Sufficient nominations having been made by the
nominating committee or by petition to provide more than one
nominee for any position to be filled, the secretary shall,
at least 30 days prior to the annual meeting, cause printed
ballots to be mailed to all members eligible to vote.
(c) The secretary shall cause the following materials to be
mailed to each eligible voter:
(1) One ballot, clearly identified as such, on which the
names of the candidates for the board of directors and the
candidates for other separately identified offices or
committees shall have been printed in order as determined by
the draw of lots. Any candidate who is already on the board
of directors or occupies any other elective volunteer position
by virtue of an appointment will appear on the ballot with the
designation "appointed" next to his or her name. In no event
shall such a candidate be referred to as "incumbent" on the
ballot or otherwise.
(2) One envelope clearly marked with instructions that the
completed ballot shall be placed therein and the envelope
sealed.
(3) One identification form to be completed so as to include
the name, address, signature and credit union account number
of the voter.
(4) One mailing envelope in which the voter, pursuant to
instructions provided, shall insert the sealed ballot
envelope and the identification form, and which shall have
been postage prepaid and preaddressed for return to the
tellers of election.
(5) When properly designed, one form can be printed that
represents a combined ballot/identification form, and
postage prepaid and preaddressed return envelope.
(6) A position statement book which contains each candidates'
position statement (or biographical data). The statements
shall appear in the same order as the order of the candidates'
names on the ballot. Each statement shall be three hundred
(300) words or less and shall be printed as submitted, unless
it contains defamatory material or confidential credit union
information. The same typographical format shall be offered
to all candidates at the time statements are requested so that
each candidate can utilize similar typographical features,
such as punctuation, accentuation and bolding.
(d) It shall be the duty of the tellers of election to
verify, or cause to be verified, the name of the voter and
his/her credit union account number as appearing on the
identification form; to place the verified identification
form and the sealed ballot envelope in separate places of
safekeeping pending the count of the vote; in the case of a
questionable or challenged identification form, to retain
the identification form and sealed ballot envelope together
until the verification or challenge has been resolved.
(e) Ballots mailed to the tellers of election must be
received by the tellers no later than midnight 5 days prior
to the date of the annual meeting.
(f) Voting shall be closed at the midnight deadline
specified in subsection (e) hereof and the vote shall be
tallied by the tellers of election. The result shall be
verified at the annual meeting and the president shall make
public the result of the vote at the annual meeting.
Section 9. Subject to state and federal law and regulation,
present credit union employees (including the president/CEO)
shall not be eligible to serve on the nominating committee,
nor shall they take part, during normal credit union business
hours, in any credit union election or campaign activity at
any credit union location to which they have access solely by
reason of their credit union employment.
Article VII. Board of Directors
Section 1. The board shall consist of 7 members, all of whom
shall be members of this credit union. The number of
directors may be changed to an odd number not fewer than 5
nor more than 15 by resolution of the board. No reduction in
the number of directors may be made unless corresponding
vacancies exist as a result of deaths, resignations,
expiration of terms of office, or other actions provided by
these bylaws. A copy of the resolution of the board covering
any increase or decrease in the number of directors shall be
filed with the official copy of the bylaws of this credit
union.
Section 2. Regular terms of office for directors shall be
for periods of either 2 or 3 years as the board shall
determine: Provided, however, That all regular terms shall
be for the same number of years and until the election and
qualification of successors. The regular terms shall be so
fixed at the beginning, or upon any increase or decrease in
the number of directors, that approximately an equal number
of regular terms shall expire at each annual meeting.
Section 3. Any vacancy on the board or
supervisory committee shall be filled by vote of a majority
of the directors then holding office. Directors
so appointed shall hold office only until
the next annual meeting, at which any unexpired terms shall
be filled by vote of the members, and until the
qualification of their successors. Members of the
supervisory committee so appointed shall hold office until
the first regular meeting of the board following the next
annual meeting of members at which the regular term expires
and until the appointment and qualification of their
successors.
Section 4. A regular meeting of the board shall be held each
month at the time and place fixed by resolution of the
board. The chairperson, or in his/her absence, the ranking
vice-chairperson, may call a special meeting of the board at
any time; and shall do so upon written request of a majority
of the directors then holding office. Unless the board
prescribes otherwise, the chairperson, or in his/her
absence, the ranking vice-chairperson, shall fix the
time and place of special meetings. Notice of all meetings
shall be given in such manner as the board may from time to
time by resolution prescribe.
A regular meeting of the board as described in the above
paragraph may be replaced by a conference telephone call
meeting if the following conditions are met:
(a) The board must be sufficiently geographically dispersed
so that the holding of a regular meeting is impracticable;
(b) A regular meeting must be convened, at a minimum, once
each calendar quarter;
(c) At least seven days prior to each conference telephone
call meeting, the secretary shall cause the following
information to be distributed to each director:
(1) Minutes of the previous meeting;
(2) Reports of officers, standing committees, or of any
special committees;
(3) Special orders, or matters which have been assigned
priority;
(4) Any written information on unfinished business or new
business that has been given to the secretary by any
director;
(d) Minutes of conference telephone call meetings must be
signed by each conferee at the next regularly convened
meeting of the board at which the conferee is present.
Section 5. The board shall have the general direction and
control of the affairs of this credit union and shall be
responsible for performing all the duties customarily
performed by boards of directors. This shall include but not
be limited to the following:
(a) Directing the affairs of the credit union in accordance
with the Act, these bylaws, the rules and regulations and
sound business practices.
(b) Establishing programs to achieve the purposes of this
credit union as stated in article I, section 2, of these
bylaws.
(c) Establishing and supervising a loan collection program
and authorizing the chargeoff of uncollectible loans.
(d) Determining that all persons appointed or elected by
this credit union to any position requiring the receipt,
payment or custody of money or other property of this credit
union, or in its custody or control as collateral or
otherwise, are properly bonded in accordance with the Act
and regulations.
(e) Reviewing denied loan applications of members who file
written requests for such reviews.
(f) Appointing one or more loan officers and delegating to
these officers the power to approve or disapprove loans,
lines of credit, or advances from lines of credit.
(g) Performing such additional acts and exercising such
additional powers as may be required or authorized by
applicable law and regulations.
Section 6. A majority of the number of directors (inclusive
of any vacancies) shall constitute a quorum for the
transaction of business at any meeting thereof; but fewer
than a quorum may adjourn from time to time until a quorum
is in attendance.
Section 7. If a director fails to attend regular meetings of
the board for three consecutive months, or any four months
in any calendar year, or otherwise fails to perform any of
the duties devolving upon him/her as a director, his/her
office shall be declared vacant by the board and the vacancy
filled as herein provided. The board may remove any
executive officer from office for failure to perform the
duties thereof, after giving the officer reasonable notice
and opportunity to be heard.
When any executive officer, membership officer, executive
committee member or investment committee member is absent,
disqualified, or otherwise unable to perform the duties of
his/her office, the board may by resolution designate
another member of this credit union to act temporarily in
his/her place.
Section 8. Any member of the supervisory committee may be
suspended by a majority vote of the board of directors. The
members of this credit union shall decide, at a special
meeting held not fewer than 7 nor more than 14 days after
any such suspension, whether the suspended committee member
shall be removed from or restored to the supervisory
committee.
Article VIII. Board Officers, Management Officials and
Executive Committee
Section 1. The board officers of this credit union shall be
comprised of an executive officer, one or more assistant
executive officers, a financial officer, and a recording
officer, all of whom shall be elected by the board and from
their number. The board shall determine the title and rank
of each board officer and shall record them in the addendum
to this article. One board officer, the Treasurer, may be
compensated for his services to such extent as may be
determined by the board. If more than one assistant
executive officer is elected, the board shall determine
their rank as first assistant executive officer, second
assistant executive officer, et cetera. The offices of the
financial officer and recording officer may be held by the
same person. Unless sooner removed as herein provided, the
board officers elected at the first meeting of the board
shall hold office until the first meeting of the board
following the first annual meeting of the members and until
the election and qualification of their respective
successors.
Section 2. Board officers elected at the meeting of the
board next following the annual meeting of the members,
which shall be held not later than 7 days after the annual
meeting, shall hold office for a term of 1 year and until
the election and qualification of their respective
successors: Provided, however, That any person elected to
fill a vacancy caused by the death, resignation, or removal
of an officer shall be elected by the board to serve for the
unexpired term of such officer and until his successor is
duly elected and qualified.
Section 3. The chairperson shall preside at all meetings of
the members and at all meetings of the board, unless
disqualified through suspension by the supervisory
committee. He/she shall countersign all notes of this credit
union and all checks, drafts, and other orders for
disbursement of its funds unless the board, by resolution,
has eliminated the requirement of countersigning. The
chairperson shall also perform such other duties as
customarily appertain to the office of chairperson or as
he/she may be directed to perform by resolution of the board
not inconsistent with the Act and regulations and these
bylaws.
Section 4. The ranking assistant executive officer available
shall have and exercise all the powers, authority, and
duties of the executive officer during the absence of the
latter or his inability to act.
Section 5. The financial officer shall manage this credit
union under the control and direction of the board unless
the board has appointed a management official to act as
general manager. Subject to such limitations, controls and
delegations as may be imposed by the board, the financial
officer shall:
(a) Have custody of all funds, securities, valuable papers
and other assets of this credit union.
(b) Sign all notes of this credit union, and all checks,
drafts, and other orders for disbursement of its funds.
(c) Provide and maintain full and complete records of all
the assets and liabilities of this credit union in
accordance with forms and procedures prescribed in the
Accounting Manual for Federal Credit Unions or otherwise
approved by the Administration.
(d) Within 20 days after the close of each month, prepare
and submit to the board financial statements showing the
condition of this credit union as of the end of the month.
He/she shall promptly post copies of such statement in a
conspicuous place in the office of this credit union where
it will remain until replaced by the financial statements
for the next succeeding month.
(e) Prepare and forward to the Administration such financial
and other reports as the Administration may require.
(f) If so authorized by the board and within standards and
limitations prescribed by the board, employ tellers, clerks,
bookkeepers, and other office employees, and have the power
to remove such employees.
(g) Perform such other duties as customarily appertain to
the office of the financial officer or as he may be directed
to perform by resolution of the board not inconsistent with
the Act and regulations and these bylaws.
The board may employ one or more assistant financial
officers, none of whom may also hold office as executive
officer or assistant executive officer, and may authorize
them, under the direction of the financial officer, to
perform any of the duties devolving on the financial
officer, including the signing of checks. When designated by
the board, any assistant financial officer may also act as
financial officer during the temporary absence of the
financial officer or in the event of his temporary inability
to act.
Section 6. The board may appoint a management official who
shall not be a member of the board and who shall be under
the direction and control of the board or of the financial
officer as determined by the board. The management official
may be assigned any or all of the responsibilities of the
financial officer described in section 5 of this article.
The board shall determine the title and rank of each
management official and shall record them in the addendum to
this article.
The board may employ one or more assistant management
officials, none of whom shall be a member of the board. The
board may authorize assistant management officials under the
direction of the management official, to perform any of the
duties devolving on the management official, including the
signing of checks. When designated by the board, any
assistant management official may also act as management
official during the temporary absence of the management
official or in the event of his temporary inability to act.
Section 7. The board shall employ, fix the compensation, and
prescribe the duties of such employees as may in the
discretion of the board be necessary, and have the power to
remove such employees, unless it has delegated these powers
to the treasurer or manager; except that neither the board,
the treasurer, nor the manager shall have the power or the
duty to employ, prescribe the duties of, or remove necessary
clerical and auditing assistance employed or utilized by the
supervisory committee: Provided, however, That no director
or committee member may be a paid employee of this credit
union for a minimum of two years from the date the official
terminates his/her position as a director or committee
member unless the employee position to be filled exists as
the result of a death or disability.
Section 8. The recording officer shall prepare and maintain
full and correct records of all meetings of the members and
of the board, which records shall be prepared within 7 days
after the respective meetings. The recording officer shall
promptly inform the Administration in writing of any change
in the address of the office of this credit union or the
location of its principal records. He shall give or cause to
be given, in the manner prescribed in these bylaws, proper
notice of all meetings of the members, and shall perform
such other duties as he may be directed to perform by
resolution of the board not inconsistent with the Act and
regulations and these bylaws.
The board may employ one or more assistant recording
officers, none of whom may also hold office as executive
officer, assistant executive officer, or financial officer,
and may authorize them under direction of the recording
officer to perform any of the duties devolving on the
recording officer.
Section 9. The board may appoint an executive committee of
not fewer than three directors to serve at its pleasure, to
act for it with respect to specifically delegated functions
authorized by the Act and regulations. The board may also
authorize such executive committee or a membership
officer(s) appointed by the board from the membership other
than a board member paid as an officer, the financial
officer, any assistant to the paid officer of the board or
to the financial officer or any loan officer, to serve at
its pleasure to approve applications for membership under
such conditions as the board and these bylaws may prescribe.
No executive committee member or membership officer may be
compensated as such.
Section 10. The board may appoint an investment committee
composed of not less than two, to serve at its pleasure to
have charge of making investments under rules and procedures
established by the board. No member of the investment
committee may be compensated as such.
Addendum The title and rank of the board officers and
management officials of this credit union are as follows:
(a) The executive officer is to have the title of CHAIRPERSON.
(b) The assistant executive officer is to have the title of
VICE CHAIRPERSON.
(c) The financial officer is to have the title of TREASURER.
(d) The assistant financial officer is to have the title of
Director of Finance.
(e) The recording officer is to have the title of SECRETARY
(f) The assistant recording officer is to have the title of
ADMINISTRATIVE SECRETARY.
(g) The management official is to have the title of
PRESIDENT/CEO.
(h) The assistant management official is to have the title
of Vice President of Operations.
Article IX. Loan Officers
Section 1. Each loan officer shall maintain a record of each
transaction approved or not approved by him/her within 7
days of the date of the filing of the application or
request, and such records shall become a part of the records
of the credit union. No
individual may disburse funds of this credit union for any
application or share withdrawal which he/she has approved as
a loan officer.
Section 2. The loan officer shall
inquire into the character and financial condition of each
applicant for a loan or line of credit and his/her sureties,
if any, to ascertain their ability to repay fully and
promptly the obligations incurred by them and to determine
whether the loan or line of credit will be of probable
benefit to the borrower. The loan officers shall endeavor
diligently to assist
applicants in solving their financial problems.
Section 3. No loan or line of credit shall be made unless
approved by a loan officer in accordance
with applicable law and regulations.
Section 4. Subject to the limits imposed by applicable law
and regulations, these bylaws, and the general policies of
the board or a loan officer, shall
determine the security if any required for each application
and the terms of repayment. The security furnished shall be
adequate in quality and character and consistent with sound
lending practices. When funds are not available to make all
the loans and lines of credit for which there are
applications, preference shall be given, in all cases, to
the smaller applications if the need and credit factors are
nearly equal.
Section 5. The credit appeals committee shall be comprised
of three (3) credit union employees and two (2) volunteer
(nonemployee) members. Each committee member shall serve a
one (1) year term and shall be appointed by the board the
month after each annual meeting. The board may appoint credit
union employees to fill the volunteer positions if there are
no nonemployee members in good standing who are willing to
serve.
The credit appeals committee shall choose from their number a
chairperson and a secretary. The secretary of the committee
shall prepare and maintain full and correct records of all
actions taken pursuant to this section, and such records shall
be prepared within three (3) days after the action. The offices
of the chairperson and secretary may be held by the same person.
The credit appeals committee shall have the power, pursuant to a
resolution of the board, to review and in appropriate instances
by majority vote, overturn loan officers' decisions regarding
denied loan applications. The credit appeals committee shall
file a monthly report of its activities with the board.
The ultimate power to review denied loan applications shall,
however, rest with the board. All applications or requests not
approved by the credit appeals committee shall be acted upon by
the board.
The credit appeals committee shall hold such meetings as the
business of this credit union may require. Notice of such
meetings shall be to members of the committee in such manner as
the committee may from time to time, by resolution, prescribe.
Article X. Supervisory Committee
Section 1. The supervisory committee shall be appointed by
the board from among the members of this credit union, one
of whom may be a director other than the financial officer.
The board shall determine the number of members on the
committee, which shall not be fewer than three (3) nor more
than the maximum number permitted by the Act. No member of
the credit committee or any employee of this credit union
may be appointed to the committee. Each term of a committee
member shall be for a period of two (2) or three (3) years
as the board shall determine. Each term shall continue until
the appointment and qualifications of a successor.
Section 2. The supervisory committee members shall choose
from among their number a chairperson and a secretary. The
secretary of the supervisory committee shall prepare,
maintain, and have custody of full and correct records of
all actions taken by it. The offices of chairperson and
secretary may be held by the same person.
Section 3. The supervisory committee shall make, or cause to
be made, such audits, and to prepare and submit such written
reports, as are required by the Act and regulations. The
committee may employ and use such clerical and auditing
assistance as may be required to carry out its
responsibilities prescribed by this article, and may request
the board to provide compensation for such assistance. It
shall prepare and forward to the Administration such reports
as may be required.
Section 4. The supervisory committee shall from time to time
and not less frequently than as required by the Act and
regulations, cause the passbooks and accounts of all members
to be verified with the records of the financial officer.
The committee shall maintain a record of such verification.
Section 5. By unanimous vote, the supervisory committee may
suspend, until the next meeting of the members, any
director or executive officer.
Prior to such suspension the supervisory
committee shall notify the official of the proposed
suspension action and within 7 days after said notice give
the official the opportunity to meet with the supervisory
committee to be heard. In the event of any such suspension,
the supervisory committee shall call a special meeting of
the members to act on said suspension which meeting shall be
held not fewer than 7 nor more than 14 days after such
suspension. The chairperson of the committee shall act as
chairperson of the meeting unless the members select another
person to act as chairperson.
Section 6. By the affirmative vote of a majority of its
members, the supervisory committee may call a special
meeting of the members to consider any violation of the
provisions of the Act, the regulations, or of the charter or
the bylaws of this credit union, or to consider any practice
of this credit union which the committee deems to be unsafe
or unauthorized. The supervisory committee chairperson shall
give notice to the board of directors prior to the calling
of the special meeting of the members. Upon receipt of such
notice the board shall arrange to meet with the supervisory
committee prior to or at the next regular board meeting to
discuss the matters of concern. If agreement for settlement
on any of the matters of concern cannot be reached, the
supervisory committee may proceed with the calling of the
special meeting of the members.
Article XI. Organization Meeting
Section 1. At the time application is made for a Federal
credit union charter, the subscribers to the organization
certificate shall meet for the purpose of electing a board
of directors. Failure to commence operations within 60 days
following receipt of the approved organization certificate
(charter) shall be cause for revocation of the charter
unless a request for an extension of time has been submitted
to and approved by the Regional Director.
Section 2. The subscribers shall elect a chairperson and a
secretary for the meeting. The subscribers shall then elect
from their number, or from those eligible to become members
of this credit union, a board of directors to hold office
until the first annual meeting of the members and until the
election and qualification of their respective successors.
If not already a member, every person elected under this
section or appointed under section 3 of this article, must
qualify within 30 days by becoming a member. If any person
elected as a director or appointed as a
supervisory committee member does not qualify as a member
within 30 days of such an election or appointment, his
office shall automatically become vacant and shall be filled
by the board.
Section 3. Promptly following the elections held under the
provisions of section 2 of this article, the board shall
meet and elect the executive officers who shall hold office
until the first meeting of the board of directors following
the first annual meeting of the members and until the
election and qualification of their respective successors.
The board shall also appoint at this meeting a supervisory
committee as provided in article X, section 1, of these
bylaws. The members so appointed shall hold office until the
first regular meeting of the board following the first
annual meeting of the members and until the appointment and
qualification of their respective successors.
Article XII. Loans and Lines of Credit to Members
Section 1. Loans to individuals shall be made only to
members, and shall be made for provident or productive
purposes in accordance with applicable law and regulations.
Loans to a member other than a natural person shall not be
in excess of its shareholdings in this credit union, unless
the loan is made jointly to one or more natural person
members and a business organization in which they have
majority interest, or if the nonnatural person is an
association, the loan is made jointly to a majority of the
members of the association and to the association in its own
right.
Section 2. Within the limitations prescribed by applicable
law and regulations, the board shall fix from time to time
the interest rates on loans, the rate of interest refund, if
any, to be made to members, the maximum maturities and terms
of payment or amortization of loans to members, the
security, and the maximum amount which may be loaned. When,
by action of the board, the interest rates on future loans
are reduced, similar action may be taken with regard to
interest rates on unpaid balances of existing loans.
Section 3. Lines of credit may be extended to members in
accordance with applicable law and regulations. The board
shall fix from time to time the interest rates, the maximum
maturity, terms of payment or amortization, the security,
and the maximum amount which may be loaned under a line of
credit agreement within the limitations prescribed by
applicable law and regulations.
Section 4. The aggregate amount of loans and lines of credit
to any one member and the terms and conditions of such loans
and lines of credit shall not exceed the limits permitted by
applicable law and regulations.
Section 5. Any loan or line of credit made to a director or
member of the supervisory committee shall be in
compliance with the Act and regulations. Directors or
members of the credit or supervisory committee may act as
comaker, endorser or guarantor for borrowers from this
credit union, subject to the provisions of the Act and
regulations.
Section 6. A borrower may repay his/her loan prior to
maturity, in whole or in part, on any business day without
penalty.
Section 7. Applications for loans or lines of credit shall
be on forms prepared and furnished by the loan officer
and shall in each case set forth the security, if any, and
such other data as may be required by the committee or by
applicable law and regulations.
Section 8. Any member whose loan is delinquent may be
required to pay a late charge as determined by the board of
directors.
Article XIII. Reserves
Section 1. All amounts as required by the Act and
regulations, shall be set aside as a regular reserve:
Provided, however, That when the regular reserve thus
established shall reach the minimum balance required by the
Act and regulations, no further transfers shall be required
except up to such amounts permitted by law and as may be
needed to maintain such minimum balance. Amounts in excess
of the above requirements may be transferred to the regular
reserve by authorization of the board. The regular reserve
shall be used only for losses as authorized by applicable
law and regulations.
Section 2. In addition to the regular reserve, special
reserves to protect the interests of members shall be
established in accordance with the Act and regulations. The
board may also authorize the establishment of any additional
reserves which it deems necessary.
Article XIV. Dividends
Section 1. The board shall establish dividend periods and
declare dividends as permitted by the Act and applicable
regulations.
Section 2. No dividend shall be declared or paid at a rate
in excess of the maximum dividend rates set forth in
regulations.
Section 3. Dividends shall be paid on all funds in a share
account once a fully paid share of $5.00 has been purchased.
Article XV. Deposit and Disbursement of Funds - Investments
and Borrowing
Section 1. All funds of this credit union, except for petty
cash and cash change funds authorized by section 3 of this
article, shall be deposited in such qualified depository or
�depositories from among those authorized by applicable law
and regulations as the board may from time to time by
resolution designate; and shall be so deposited not later
than the second banking day after their receipt: Provided,
however, That receipts in the aggregate of $300 or less may
be held as long as 1 week before they are deposited.
Section 2. All disbursements of funds of this credit union
shall be made by checks or other written instruments signed
by the financial officer, chief management official,
assistant financial officer, or an assistant management
official, and countersigned by the executive officer, or in
his absence or inability to serve, by the ranking assistant
executive officer: Provided, however, That the board may by
resolution eliminate the requirement of countersigning: And
provided further, That the board may by resolution determine
that disbursements may be made in cash in accordance with
procedures prescribed in the Accounting Manual for Federal
Credit Unions or otherwise approved by the Administration.
Section 3. A cash fund may be authorized by the board by
resolution for the purpose of making change, and for such
other purposes as prescribed in the Accounting Manual for
Federal Credit Unions.
The board may authorize by resolution the establishment of a
petty cash fund for postage, and for defraying other expense
items in amounts of less than $50.00.
Section 4. The funds of this credit union shall be invested
only as authorized by applicable law and regulations.
Section 5. The board may authorize borrowing and discounting
operations on behalf of this credit union within the
limitations prescribed by applicable law and regulations.
Article XVI. Expulsion and Withdrawal
Section 1. A member may be expelled only in the manner
provided by the Act. Expulsion or withdrawal shall not
operate to relieve a member of any liability to this credit
union. All amounts paid in on shares by expelled or
withdrawing members, prior to their expulsion or withdrawal,
shall be paid to them in the order of their withdrawal or
expulsion, but only as funds become available and only after
deducting therefrom any amounts due from such members to
this credit union.
Article XVII. Minors
Section 1. Shares may be issued in the name of a minor.
Article XVIII. Definitions
Section 1. When used in these bylaws the terms:
(a) "Act" means the Federal Credit Union Act, as amended.
(b) "Administration" means the National Credit Union
Administration.
(c) "Board" means Board of Directors of the Federal Credit
Union.
(d) "NCUA Board" means the Board of the National Credit
Union Administration.
(e) "Regulation" or "regulations" means rules and
regulations issued by the NCUA Board of the National Credit
Union Administration.
(f) "Applicable law and regulations" means the Federal
Credit Union Act and rules and regulations issued thereunder
or other applicable Federal statutes and rules and
regulations issued thereunder as the context indicates (such
as The Higher Education Act of 1965).
(g) "Net earnings," for a given period, means the balance
remaining after deducting from the gross income of this
credit union actually received during such period all
expenses paid or payable during such period, and any losses
sustained therein (as determined by the board) for which no
specific reserve has been set aside. Amounts set aside
during such period as a reserve shall not be deemed items of
expense.
(h) "Paid in and unimpaired capital," as of a given date,
means the balance of the paid-in share accounts as of such
date, less any losses that may have been incurred for which
there is no reserve or which have not been charged against
undivided earnings.
(i) "Surplus," as of a given date, means the credit balance
of the undivided earnings account on such date, after all
losses have been provided for and net earnings or net losses
have been added thereto or deducted therefrom, as the case
may be. Reserves shall not be considered as a part of the
surplus.
(j) "Share" or "shares" means all classes of shares and
share certificates that may be held in accordance with
applicable law and regulations.
Section 2. If included in the definition of the field of
membership in the organization certificate (charter) of this
credit union, the terms or expressions:
(a) "Members of their immediate families" includes any
relative related by blood, marriage or adoption to a DEC or
DCU employee who is presently a DCU member.
(b) "Organizations of such persons" means an organization or
organizations composed exclusively of persons who are within
the field of membership of this credit union.
Persons retired as pensioners or annuitants means persons
retired as pensioners or annuitants from the above
employer(s) and who reside within the operational area of
this credit union.
Article XIX. General
Section 1. All power, authority, duties, and functions of
the members, directors, officers, and employees of this
credit union, pursuant to the provisions of these bylaws,
shall be exercised in strict conformity with the provisions
of applicable law and regulations, and of the charter and
the bylaws of this credit union.
Section 2. The officers, directors, members of committees
and employees of this credit union shall hold in confidence
all transactions of this credit union with its members and
all information respecting their personal affairs, except to
the extent deemed necessary by the board in connection with:
(a) The making of loans and extending lines of credit.
(b) The collection of loans.
(c) The guarantee of member share drafts by third parties.
In accordance with the above, the board of directors may
authorize participation in:
(a) A credit reporting agency if it has determined that use
of such an agency is essential in the making of loans and
extending lines of credit and that information supplied by
the credit union concerning its members will be made
available only to legitimate members belonging to that
agency and persons who have a legitimate business need for
information in connection with a business transaction
involving a consumer.
(b) A consumer reporting agency if it has determined that
information supplied by the credit union is essential to the
guarantee of member share drafts by that agency.
Section 3. Notwithstanding any other provision of these
bylaws, any director, committee member, or officer of this
credit union may be removed from office by the affirmative
vote of a majority of the members present at a special
meeting called for the purpose, but only after an opportunity
has been given him to be heard. Such special meeting, as well
as the petition and notice thereof shall be conducted in
conformance with and in a manner which affords the protections
set forth in the most current edition of the Roberts' Rules of
Order regarding disciplinary hearings.
Provided, however, that if such director, committee member, or
officer was elected to the position from which he is sought to
be removed, then in addition to voting at the special meeting,
the applicable procedures set forth in Article VI of these
bylaws shall be complied with. Each member shall be entitled
to vote wither at the special meeting or as provided in Article
VI.
The director, committee member, or officer whose removal is
sought shall be given the opportunity to file a written statement
responding to the charges against him, which statement shall
be included with the mail ballots sent to the members pursuant to
Article VI
The vote for any such removal shall be conducted by confidential
written ballot and the completed ballots and all logistics of the
ballot process shall be entrusted only to individuals who are
ineligible to cast a ballot. Ballot counting may be observed
by any credit union member. Upon request, the credit union will
provide proper legal language for such a motion to remove.
Such removal shall be effective only if a majority of the members
who vote on the removal vote in the affirmative.
Section 4. No director, committee member, officer, agent, or
employee of this credit union shall in any manner, directly
or indirectly, participate in the deliberation upon or the
determination of any question affecting his pecuniary
interest or the pecuniary interest of any corporation,
partnership, or association (other than this credit union)
in which he is directly or indirectly interested. In the
event of the disqualification of any director respecting any
matter presented to the board for deliberation or
determination, such director shall withdraw from such
deliberation or determination; and in such event the
remaining qualified directors present at the meeting, if
constituting a quorum with the disqualified director or
directors, may exercise with respect to this matter, by
majority vote, all the powers of the board. In the event of
the disqualification of any member of the
supervisory committee, such committee member shall
withdraw from such deliberation or determination.
Section 5. Copies of the organization certificate of this
credit union, its bylaws and any amendments thereof, and any
special authorizations by the Administration shall be
preserved in a place of safekeeping. Returns of nominations
and elections and proceedings of all regular and special
meetings of the members and directors shall be recorded in
the minute books of this credit union. The minutes of the
meetings of the members, the board, and the committees shall
be signed by their respective chairpersons or presiding officers
and by the persons who serve as secretaries of such
meetings.
Section 6. All books of account and other records of this
credit union shall at all times be available to the
directors and committee members of this credit union. The
charter and bylaws of this credit union shall be made
available for inspection by any member.
Section 7. Each member shall keep the credit union informed
about his/her current address. In the event a member fails
to do this, a charge may be made to the member's share
account for the actual cost of necessary locator service
incurred in determining such address: Provided, however,
That such charge shall be made only for amounts paid to a
person or concern normally engaged in providing such
service, and shall be made against the account or accounts
of any one member not more than twice in any 12-month
period. The aggregate of such charges each 12-month period
shall not exceed $5.
Section 8. (a) The credit union may elect to indemnify to
the extent authorized by the Model Business Corporation Act:
the following individuals for any liability asserted against
them and expenses reasonably incurred by them in connection
with judicial or administrative proceedings to which they
are or may become parties by reason of the performance of
their official duties: current officials, former officials,
current employees, former employees.
(b) The credit union may purchase and maintain insurance on
behalf of the individuals indicated in (a) above against any
liability asserted against them and expenses reasonably
incurred by them in their official capacities and arising
out of the performance of their official duties to the
extent such insurance is permitted by the applicable state
law or the Model Business Corporation Act.
(c) The term "official" in this bylaw means a person who is
a member of the board of directors,
supervisory committee, other volunteer committee, (including
elected or appointed loan officers or membership officers),
established by the board of directors."
Article XX. Operations Following an Attack on the United
States
Section 1. In the event of an attack upon the United States,
the officers and employees of the credit union shall
continue to conduct the affairs of the credit union under
such guidance from the directors as may be available and
subject to conformance with any governmental directives
during the emergency.
Section 2. In the event of an attack upon the United States
of sufficient severity to prevent the conduct and management
of the affairs and business of the credit union by its
regularly elected directors, officers, and properly
constituted committees as contemplated by these bylaws, any
three available members of the then incumbent board of
directors shall constitute a quorum of the board of
directors for the full conduct and management of the affairs
and business of the credit union including the approval of
loans if a loan officer is not available. In the event of
the unavailability at such time of three members of the
board, the vacancies, in order to provide a quorum of
three, shall be filled as follows:
(a) If the regularly elected executive officer or a
regularly elected assistant executive officer is not
available, the available person who is highest on the
succession list for executive officer last authorized by the
board of directors shall automatically become an acting
director if he is not a member of the board and acting
executive officer.
(b) If the regularly elected financial officer is not
available, the available person who is highest on the
succession list for financial officer last authorized by the
board of directors shall automatically become an acting
director if he is not a member of the board and acting
financial officer.
(c) If a third director is necessary to make a quorum, he
shall be the next highest available person on the succession
list for executive officer or upon the exhaustion of such
list, the next highest available person on the succession
list for financial officer.
The quorum of the board of directors as regularly
constituted or as constituted above shall appoint additional
directors as necessary to provide for a full board of five
members, provided that: If there is available an even number
of regularly elected directors in excess of five, the board
shall appoint one additional director, in which case, a
quorum shall then be a majority of the full board thus
constituted. Persons selected as provided in this section
shall hold office only until their successors are elected at
the next annual meeting or at a special meeting called for
that purpose and until the qualification of their
successors; provided that the person selected pursuant to
subsection (a) shall hold office as acting executive officer
and as acting director only until the regularly elected
executive officer or a regularly elected assistant executive
officer becomes available; and that the person selected
pursuant to subsection (b) shall hold offices as acting
financial officer and as acting director only until the
regularly elected financial officer becomes available. This
bylaw shall be subject to implementation by resolutions by
the board of directors passed from time to time for that
purpose, and any provisions of these bylaws (other than this
section) and any resolutions which are contrary to the
provisions of this section or to the provisions of any such
implementary resolutions shall be suspended until a
regularly constituted board of directors can be obtained.
Section 3. In the event that the office of the credit union
becomes unusable, as a result of an attack upon the United
States, the credit union shall, if possible, establish
temporary substitute quarters. The office of this credit
union shall be established as soon as practicable thereafter
at a suitable permanent location within the limits permitted
by the charter of this credit union.
Article XXI. Amendments of Bylaws and Charter
Section 1. Amendments of these bylaws may be adopted and
amendments of the charter requested by the affirmative vote
of two-thirds of the authorized number of members of the
board at any duly held meeting thereof if the members of the
board have been given prior written notice of said meeting
and the notice has contained a copy of the proposed
amendment or amendments. No amendment of these bylaws or of
the charter shall become effective, however, until approved
in writing by the NCUA Board.
|