| BYLAWS
Federal Credit Union, Charter No- 23521
(A corporation chartered under the la,, of the United States)
Axticle 1- 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 me@ership to pay another entrance
fee-
Section 5. The membership of members who are no longe,
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 enbers may retain
me@ership if they meet ce,t,in ,a,o,abl, minimum standards
established by the board.
A-rticle III. Sha@es 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 re@ire 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 @hich 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 uhe
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; e e t that
shares issued in an irrevocable trust as provided iii
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 terminat@d,
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 four 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 settler
inust 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 cliarge@
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 transaction, h,il b, the
entries in the passbook or a statement of acco,nt h,n S,cf,
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 tile
member as represented by said passbook or for the issuance of a
duplicate passbook. The board may require the filing of an
adecluate bonci to inderftnify 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.
Ax-ticle v- Meeting 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 @oting, 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 mernber5 may be called by
the president 0, by the supervisory co=ittee 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 5,000 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 2,000 members shall be required for such a meeting. In
addition to the above requirements for a written request, such a
recluest shall name the members of 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 co=ittee
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
(9) Elections
(h) Unfinished business
(,) New business
(j) Adjournment
The members asse@led 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 me@e,s h,ll 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 menlbers 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 agreeablia 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
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 clualification to hold
elective or appointive office, or both.
Except as provided in Section 2 of this article, all elections
shall be by mail ballot, subject to the following conditions:
Section 8 (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 -hich 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-
A.rticle Vil- 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 no, mor, 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 conunittee 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, 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 disp6rsed 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 follo.ing information
to be distributed to each director-
(1) Minutes of the previous meeting
(2) Rep(Drts of officers, standing committees, or of any
special committees
(3) Special orders, or matters which have been assigned
priority
(4) A-ny written information on unfinished business or liew
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 me@ers 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 ti-e 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 a:ny calendar
year, or otherwise fails to perform any of the duties devolving upori
him/her as a dir@ctor, his/her office shall be declared vacant by the
board and the vacancy filled as herein provided. The board may remore
any executive officer from office for failure to perform the duties
thereof, after giving the officer reasonable notice and opportunity t-0
be heard.
If a credit committee mernbe, fails t, attend regular meetings of Lhe
credit committee for three consec,tive months, or other@ise fails to
perform any duties devolving upon I)im/her as a credit ccnimiltee
member, his/he, office shall be declared vacant by t-he board and the
vacancy filled as herein provided.
Section 8. Any member of the s@pervisory committee may be
suspended by a majority vote of the board of di,,ctors. The members
Of this credit @nion shall decide, at a special meeting held not feer
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 Co-ittee
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 f,,, 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 ha-s 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,
etcetera. 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 day,5 after the annual meeting, shall hold office for
a term of I year and until the election and qualification of their
respective successors: Provided, hlowever, 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 cfualified.
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 t@
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 statements in a
conspicuous place in the office of this credit union where
they 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 Lhe
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 eacla
management official and shall record them in the addendum to this
article.
The board may e,ploy one or more assistant management officials,
none of whom sh,,Il b, a member of the board. The board may authorize
assistant management officials under the direction of the manageme,,t
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 2 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 appointed by the board frbm 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 byla.s may prescribe. No executive co=ittee member or
membership officer may be compensated as such.
Section 10. The board may appoint an investment conunittee
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 a,,
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 TR.EASURFR.
(d) The recording officer is to have the titl, of SECRETARY.
(e) The management official is to have the title of PRESIDENT/CEO.
(f) The assistant management official is to have the tie Of
Article IX- Credit ComnLittee
Section 1. The credit committee shall consist of 3 members. All
the members of the credit committee shall be members o! 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 nu@er of committee me@ers shall be filed
with the official copy of the bylaws of this credit union.
Section 2. Regular terms of office f6r 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 conunittee may, by majority vote of its
members, appoint one or more loan offi ... s 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. Eacti
loan officer shall furnish to the committee a record of each
transaction approved or not approved by him/her within 7 dayz; of tl)e
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 B. 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 e@al.
Axticle 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 mefflbers 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 conunittee 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 conunittee 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 recluired 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 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 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 clays 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 f thi, article, the board shall meet and
elect the executive officers who shall hold office until the first
-eeting 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 f,llo@ing the first annual meeting of the
members and until the appointment and qualification of their
respective successors@
Article Xjj_ 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 e,ce,, of its shareholdings in this
credit union, unless the l,an is m,de jointly to one or more natural
person members nd a business organization in which they have majority
interest, or if the nonnatural person is an asscciation, the loan is
made jointly to a majority of the members of the association ,d t,
the association in its own right,
Section 2. Within the limitations prescribed by applicable law
and regulations, the board shall fi., fr,, tim, to time the interest
rates on loans, the rate of intereat refund, if any, to be made to
me-hers, 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 actic>n of the board, the interest rates on future
loans are reduced, similar actio, may be taken with regard to interest
rates on unpaid balances of exi,ti,,g l,a,,-
Section 3. Lines of credit may be extended to me@ers 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 conditic>ns of such loans anci lines of
credit shall not exceed the limits permitted by applicable law and
regulations-
Section 5- A-ny 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,
i.n whole or in part, on any business day @ithout penalty.
Section 7. Applications for loans or lines of credit shall be on
forms prepared and turnished 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 hose loan is delinquent may be required t,,
pay a late charge as determined by the board of directors.
Axticle XIII. Reserve5
Section 1. All amounts as required by the Act and regulations,
shall be set aside as a regular reserve: Provided, ho-ever, That whe@
the regular reserve thus established shall each 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
di@idencis as permitted by the Act and applicable regulations.
Sectism 2- No dividend shall be declared or paid aL a rate ill
excess of ttie 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 la- 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: Pro@ided,
ho@ever, That receipts in the aggregate of $300 or less may be held as
long as I eek 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, 0,
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: A-nd Provided
further, That the board may by resolution determine that disbursem@nts
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 amthorized 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 withd-ra.al
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.
Axticle 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 Unon
Administration.
(c) "BOard" means Board of Directors of the Federal Credit Union.
((i) "NCUA Board" means the Board of the National Credit Union
.AcLministration.
(e) "Regulation" or "regulations" means rules and regulations
issued by the NCUA Board of the National Credit U,io,
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 afte@ 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 th,
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.
(i) "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
to a DEC
(b) "Organi,ations of such persons-, means an organization or
Organizations c,mp,sed exclusively of persons who are lithin
the field of membership of this credit union.
Persons retired as pensioners or annuitants means persons retired
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 i, Connection with:
(a) The making of loans and extending lines of credit-
(b) The collection of loans.
(c) The guarantee of me@er share drafts by third parties.
In accordance with the above, the board of directors may authorize
participation in:
(a) A credit repating agency if it has determined that use of
such an agency is essential in the making of loans and
extending lines 6f 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 in thes6 byla-s,
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 determinati,,@
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 discpalification 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 bylas 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 $5.00.
Section 8. (a) "The credit union may elect to indemnify to the
extent authorized by (check one)
[V) law of the state of MASSACHUSETTS:
1 3 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 (check as
appropriate).
current officials
former officials
[I/ current employees
I former employees
(b) The credit union may purchase and maintain insurance on
behalf of the i,,,Jividuals indicated in (a) above against any liability
asserted against them and expenses ra,,sonably 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 Mociel 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 conmittee, (including elected or appointed
loan officers or menlbership officers), established by the board of
directors."
Article )[X. Operations Following an Attack on the United Stateg
Section 1. Iri the event of an attack upon the United States, the
officers and empic)yees 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 cjovernmental
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 i5 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 b ... d of directors as regularly constituted or @s
constituted ab,,e shall appoint additional directors as necessary to
provide for a full board of fi,e e@ers, 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 execrative 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
cluarters. The office of this credit union shall be established as
soon as practicable thereafter at a suitable permanent location -ithin
the limits permitted by the charter of this credit union-
A.rt-icle 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.
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