First Priority FCU Bylaws
TABLE OF CONTENTS
Article I. Name – Purposes
Article II. Qualifications for Membership
Article III. Shares of Members
Article IV. Meetings of Members
Article V. Elections
Article VI. Board of Directors
Article VII. Board Officers, Management Officials and
Executive Committee
Article VIII. Credit Committee or Loan Officers
Article IX. Supervisory Committee
Article X. Organization Meeting
Article XI. Loans and Lines of Credit to Members
Article XII. Dividends
Article XIII. Deposit of Funds
Article XIV. Expulsion and Withdrawal
Article XV. Minors
Article XVI. General
Article XVII. Amendments of Bylaws and Charter
Article XVIII. Definitions
BYLAWS
First Priority Federal Credit Union
Charter No. 24649
(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 and productive purposes.
Back to Top
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 for membership
under section 5 of the charter must be signed by the applicant on forms approved
by the board. Upon approval of 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 subscription to at least one share of this credit
union and the payment of the initial installment, 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 must be furnished in writing
to the person whose application is denied, upon written request.
Section 3. A member who withdraws all shareholdings or fails to comply with
the time requirements in article III, section 3, ceases to be a member. By
resolution, the board may require persons readmitted to membership to pay another
entrance fee.
Section 4. Once a member becomes a member that person may remain a member until
the person or organization chooses to withdraw or is expelled in accordance
with the Act.
Back to Top
Article III. Shares of Members
Section 1. The par value of each share will be $10.00. Subscription to shares
are payable at the time of subscription.
Section 2. The maximum amount of shares that may be held by any one member
will be established from time to time by resolution of the board.
Section 3. A member who fails to make payment of one share at the time of admission
to membership or a member who reduces the share balance below the par value
of one share and does not increase the balance to at least the par value of
one share within 1 day of the reduction may be terminated from membership.
Section 4. Shares may only be transferred from one member to another by an
instrument in a form as the board may prescribe. Such transfer will carry dividend
credits with it.
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 has 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 paid in by them.
(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 any shareholdings below the amount of the member's
primary or contingent liability to the credit union if the member is delinquent
as a borrower, or if borrowers for whom the member 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.
(d) 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.
(e) The board will 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 will be established by board resolution
and will 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:
When shares are issued in a revocable trust, the settlor must be a member of
this credit union in his own right. When shares are issued in an irrevocable
trust, either the settlor or the beneficiary must be a member of this credit
union. The name of the beneficiary must be stated in both a revocable and irrevocable
trust. For purposes of this section, shares issued pursuant to a pension plan
authorized by the rules and regulations will be treated as an irrevocable trust
unless otherwise indicated in the rules and regulations.
Section 7. Owners of a joint account may both be members of the credit union
without opening separate accounts. For joint membership, both members are required
to fulfill all of the membership requirements including each member purchasing
and maintaining at least one share in the account.
Back to Top
Article IV. Meetings of Members
Section 1. The annual meeting of the members must be held within the period
authorized in the Act, in the county in which any office of the credit union
is located or within a radius of 100 miles of such office, at the time and
place as the board determines and announces in the notice of the annual meeting.
Section 2. At least 30 but no more than 75 days before the date of any annual
meeting or at least 7 days before the date of any special meeting of the members,
the secretary must give written notice to each member by in person delivery,
or by mailing the written notice to each member at the address that appears
on the records of this credit union. Notice of the annual meeting may be given
by posting the notice in a conspicuous place in the offices of this credit
union where it may be read by the members, at least 30 days prior to such meeting,
if the annual meeting is to be held during the same month as that of the previous
annual meeting and if this credit union maintains an office that is readily
accessible to members where regular business hours are maintained. 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, who are not present
at the meeting, waive notice in writing, before, during, or after the meeting.
Notice of any special meeting must state the purpose for which it is to be
held, and no business other than that related to this purpose may be transacted
at the meeting.
Section 3. Special meetings of the members may be called by the chair of the
board of directors upon a majority vote, 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 must be called by the chair within 30 days
of the receipt of a written request of 25 members or 5% of the members as of
the date of the request, whichever number is larger. However, a request of
no more than 500 members may be required for such meeting. The notice of a
special meeting must be given as provided in section 2 of this article.
Section 4. The suggested order of business at annual meetings of members is-
(a) Ascertainment that a quorum is present.
(b) Reading and approval or correction of the minutes of the last meeting.
(c) Report of directors, if there is one.
(d) Report of the financial officer or the chief management official.
(e) Report of the credit committee, if there is one.
(f) Report of the supervisory committee.
(g) Unfinished business.
(h) New business other than elections.
(i) Elections.
(j) Adjournment.
The order of business must comply with “Robert's Rules of Order.”
Section 5. Except as otherwise provided, 15 members constitute a quorum at
annual or special meetings. If no quorum is present, an adjournment may be
taken to a date not fewer than 7 nor more than 14 days thereafter. The members
present at any such adjourned meeting will constitute a quorum, regardless
of the number of members present. The same notice must be given for the adjourned
meeting as is prescribed in section 2 of this article for the original meeting,
except that such notice must be given not fewer than 5 days previous to the
date of the meeting as fixed in the adjournment.
Back to Top
Article V. Elections
Section 1. At least 120 days prior to each annual meeting the chair will appoint
a nominating committee of not fewer than three members. It is 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 files its nominations
with the secretary of the credit union at least 90 days prior to the annual
meeting, and the secretary notifies 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 1% of the members with a minimum of
20 and a maximum of 500.
The written notice must 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 a form 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 must submit a similar
statement of qualifications and biographical data with the petition. The written
notice must state the closing date for receiving nominations by petition. In
all cases, the period for receiving nominations by petition must extend at
least 30 days from the date that the petition requirement and the list of nominating
committee's nominees are mailed to all members. To be effective, such nominations
must 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 must be filed with the secretary of the credit union at least
40 days prior to the annual meeting and the secretary will ensure that nominations
by petition along with those of the nominating committee are posted in a conspicuous
place in each credit union office at least 35 days prior to the annual meeting.
Section 2. All persons nominated by either the nominating committee or by petition
must be placed before the members. When nominations are closed, tellers are
appointed by the chair, ballots are distributed, the vote is taken and tallied
by the tellers, and the results are announced. All elections are determined
by plurality vote and will be by ballot except where there is only one nominee
for each position to be filled.
Nominations cannot be made from the floor unless insufficient nominations have
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
are subject to nominations from the floor. In the event nominations from the
floor are permitted and result in more than one nominee for a position to be
filled, when nominations have been closed, tellers are appointed by the chair,
ballots are distributed, the vote is 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. Nominations may be in the following order:
(a) Nominations for directors.
(b) Nominations for credit committee members, if applicable. Elections may
be by separate ballots following the same order as the above nominations or,
if preferred, may be by one ballot for all offices.
Section 4. Members cannot 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, is not, as such, entitled
to vote.
Section 5. Irrespective of the number of shares, no member has more than one
vote.
Section 6. The names and addresses of members of the board, board officers,
executive committee, and members of the credit committee, if applicable, and
supervisory committees must be forwarded to the Administration in accordance
with the Act and regulations in the manner as may be required by the Administration.
Section 7. Every member of this credit union is entitled to one vote per vacancy
to be filled during the election process regardless of his or her age.
Section 8. The board of directors may authorize the use of absentee ballots
in conjunction with the other procedures authorized in this article, subject
to the following conditions:
(a) The election tellers will be appointed by the board of directors;
(b) If sufficient nominations are made by the nominating committee or by petition
to provide more than one nominee for any position to be filled, the secretary,
at least 30 days prior to the annual meeting, will cause printed ballots to
be mailed to all members of the credit union who are eligible to vote and who
have submitted a request for an absentee ballot;
(c) The secretary will cause the following materials to be mailed to each such
eligible voter who has submitted a written request for an absentee ballot:
(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 are printed in order as determined by the draw of the
lots. The name of each candidate will be followed by a brief statement of qualifications
and biographical data in a form approved by the board of directors;
(2) One ballot envelope clearly marked with instructions that the completed
ballot must be placed in that envelope and 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 the instructions provided
with the envelope, must insert the sealed ballot envelope and the identification
form, and which must have postage prepaid and be preaddressed for return to
the tellers;
(5) When properly designed, one form can be printed that represents a combined
ballot and identification form, and postage prepaid and preaddressed return
envelope;
(d) It is the duty of the tellers of election to verify, or cause to be verified,
the name and credit union account number of the voter as appearing on the identification
form, to place the verified identification and the sealed ballot envelope in
a place of safekeeping pending the count of the vote; in the case of a questionable
or challenged identification form, to retain the identification form and the
sealed ballot envelope together until the verification or challenge has been
resolved; and in the event that more than one voting procedure is used, to
verify that no eligible voter has voted more than one time;
(e) Ballots mailed to the tellers pursuant to subsection (b) hereof, must be
received by the tellers no later than midnight 5 days prior to the date of
the annual meeting; and
(f) After the expiration of the period of time specified in the preceding subsection
(e), the voting by absentee ballot will be closed and absentee ballots deposited
in the ballot boxes to be taken to the annual meeting.
Back to Top
Article VI. Board of Directors
Section 1. The board consists of nine members, all of whom must be members
of this credit union. The number of directors may be changed to an odd number
not fewer than five 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 must be filed with the
official copy of the bylaws of this credit union.
Section 2. One director and/or five committee members may be a paid employee
of the credit union. No immediate family members of a director or a committee
member may be a paid employee of the credit union. In no case may employees
and family members constitute a majority of the board. The board may appoint
a management official who may be a member of the board and one or more assistant
management officials who may not be a member of the board. If the management
official is permitted to serve on the board, he or she may not serve as the
chair.
Section 3. Regular terms of office for directors must be for periods of either
2 or 3 years as the board determines: provided, however, that all regular terms
must be for the same number of years and until the election and qualification
of successors. The regular terms must be fixed at the beginning, or upon any
increase or decrease in the number of directors, that approximately an equal
number of regular terms must expire at each annual meeting.
Section 4. Any vacancy on the board, credit committee, if applicable, or supervisory
committee will be filled within a reasonable time by vote of a majority of
the directors then holding office. Directors and credit committee members so
appointed will hold office only until the next annual meeting, at which any
unexpired terms will be filled by vote of the members, and until the qualification
of their successors. Members of the supervisory committee so appointed will
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 5. A regular meeting of the board must be held each month at the time
and place fixed by resolution of the board. One regular meeting each calendar
year must be conducted in person. If a quorum is present in person for the
annual in person meeting, the remaining board members may participate using
audio or video teleconference methods. The other regular meetings may be conducted
using audio or video teleconference methods. The chair, or in the chair's absence
the ranking vice chair, may call a special meeting of the board at any time
and must do so upon written request of a majority of the directors then holding
office. Unless the board prescribes otherwise, the chair, or in the chair's
absence the ranking vice chair, will fix the time and place of special meetings.
Notice of all meetings will be given in such manner as the board may from time
to time by resolution prescribe. Special meetings may be conducted using audio
or video teleconference methods.
Section 6. The board has the general direction and control of the affairs of
this credit union and is responsible for performing all the duties customarily
performed by boards of directors. This includes but is not 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 1, section 2 of these bylaws.
(c) Establishing 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) Performing additional acts and exercising additional powers as may be required
or authorized by applicable law.
(f) Appointing an odd number of credit committee members as provided in Article
VIII of these bylaws.
Section 7. A majority of the number of directors, including any vacant positions,
constitutes a quorum for the transaction of business at any meeting; but fewer
than a quorum may adjourn from time to time until a quorum is in attendance.
Section 8. If a director or a credit committee member, if applicable, fails
to attend regular meetings of the board or credit committee, respectively,
for 3 consecutive months, or 4 meetings within a calendar year, or otherwise
fails to perform any of the duties as a director or a credit committee member,
the office may be declared vacant by the board and the vacancy filled as provided
in the bylaws. The board may remove any board officer from office for failure
to perform the duties thereof, after giving the officer reasonable notice and
opportunity to be heard.
When any board officer, membership officer, executive committee member or investment
committee member is absent, disqualified, or otherwise unable to perform the
duties of the office, the board may by resolution designate another member
of this credit union to fill the position temporarily. 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 9. Any member of the supervisory committee may be suspended by a majority
vote of the board of directors. The members of this credit union will decide,
at a special meeting held not fewer than 7 nor more than 14 days after any
such suspension, whether the suspended committee member will be removed from
or restored to the supervisory committee.
Back to Top
Article VII. Board Officers, Management Officials
and Executive Committee
Section 1. The board officers of this credit union are comprised of a chair,
one or more vice chairs, a financial officer, and a secretary, all of whom
are elected by the board and from their number. The board determines the title
and rank of each board officer and records them in the addendum to this Article.
No board officer may be compensated for services as determined by the board.
If more than one vice chair is elected, the board determines their rank as
first vice chair, second vice chair, and so on. The offices of the financial
officer and secretary may be held by the same person. Unless removed as provided
in these bylaws, the board officers elected at the first meeting of the board
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 must be held not later than 30 days
after the annual meeting, hold office for a term of one 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 is elected by the board to serve only for the unexpired
term of such officer and until a successor is duly elected and qualified.
Section 3. The chair resides at all meetings of the members and at all meetings
of the board, unless disqualified through suspension by the supervisory committee.
The chair also performs such other duties as customarily appertain to the office
of the chair or as may be directed to perform by resolution of the board not
inconsistent with the Act and regulations and these bylaws.
Section 4. The board must approve all individuals who are authorized to sign
all notes of this credit union and all checks, drafts and other orders for
disbursement of credit union funds.
Section 5. The ranking vice chair has and may exercise all the powers, authority,
and duties of the chair during the chair's absence or inability to act.
Section 6. The financial officer manages 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 will:
(a) Have custody of all funds, securities, valuable papers and other assets
of this credit union.
(b) 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.
(c) Within 20 days after the close of each month, ensure that a financial statement
showing the condition of this credit union as of the end of the month, including
a summary of delinquent loans is prepared and submitted to the board and post
a copy of such statement in a conspicuous place in the offices of the credit
union where it will remain until replaced by the financial statement for the
next succeeding month.
(d) Ensure that such financial and other reports as the Administration may
require are prepared and sent.
(e) Within standards and limitations prescribed by the board, employ tellers,
clerks, bookkeepers, and other office employees, and have the power to remove
such employees.
(f) Perform such other duties as customarily appertain to the office of the
financial officer or as may be directed to perform by resolution of the board
not inconsistent with the Act, regulations and these bylaws.
The board may employ one or more assistant financial officers, none of whom
may also hold office as chair or vice chair, 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 financial officer's temporary absence or temporary inability to
act.
Section 7. The board may appoint a management official who is under the direction
and control of the board. The management official may be assigned any or all
of the responsibilities of the financial officer described in section 6 of
this article. The board will determine the title and rank of each management
official and record them in the addendum to this article. The board may employ
one or more assistant management officials. 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 management official's temporary
absence or temporary inability to act.
Section 8. The board employs, fixes the compensation, and prescribes the duties
of such employees as may in the discretion of the board be necessary, and has
the power to remove such employees, unless it has delegated these powers to
the financial officer or management official. Neither the board, the financial
officer, nor the management official has the power or duty to employ, prescribe
the duties of, or remove necessary clerical and auditing assistance employed
or utilized by the supervisory committee.
Section 9. The secretary prepares and maintains full and correct records of
all meetings of the members and of the board, which records will be prepared
within 7 days after the respective meetings. The secretary must promptly inform
the Administration in writing of any change in the address of the offices of
this credit union or the location of its principal records. The secretary will
give or cause to be given, in the manner prescribed in these bylaws, proper
notice of all meetings of the members, and perform such other duties as may
be directed to perform by resolution of the board not inconsistent with the
Act, regulations and these bylaws. The board may employ one or more assistant
secretaries none of whom may also hold office as chair, vice chair, or financial
officer, and may authorize them under direction of the secretary to perform
any of the duties devolving on the secretary.
Section 10. 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
designated 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 be 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
prescribe. No executive committee member or membership officer may be compensated
as such.
Section 11. 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 board must list the positions of the board officers and management
officials of this credit union. They are as follows:
BOARD OFFICIALS
Chairman of the Board - Ron Harvey
Vice Chairman - Kay Wheeler
Treasurer - Don Hager
Secretary - Jeane Chaffin
MANAGEMENT OFFICIALS
Chief Executive Officer - Janet D. Sowder
Chief Operation Officer - Krista L. Christian
Chief Financial Officer - Steven E. Kirk
Back to Top
Article VIII. Credit Committee
Section 1. The credit committee consists of five members. All the members of
the credit committee must 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 must be filed with the official
copy of the bylaws of this credit union.
Section 2. Regular terms of office for elected credit committee members are
for periods of either 2 or 3 years as the board determines: provided, however,
that all regular terms are for the same number of years and until the election
and qualification of successors. The regular terms are fixed at the beginning,
or upon any increase or decrease in the number of committee members, that approximately
an equal number of regular terms expire at each annual meeting.
Regular terms of office for appointed committee members are for periods as
determined by the board as noted in the board minutes.
Section 3. The credit committee chooses from their number a chair and a secretary.
The secretary of the committee prepares and maintains full and correct records
of all actions taken by it, and such records must be prepared within 3 days
after the action. The offices of the chair 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 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 must
furnish to the committee a record of each approved or not approved transaction
within 7 days of the date of the filing of the application or request, and
such record becomes a part of the records of the committee. All applications
or requests not approved by a loan officer must be acted upon by the committee.
No individual may disburse funds of this credit union for any application or
share withdrawal which the individual has approved as a loan officer.
Section 5. The credit committee holds meetings as the business of this credit
union may require, and not less frequently than once a month. Notice of such
meetings will be given to members of the committee in a manner as the committee
may from time to time, by resolution, prescribe.
Section 6. The credit committee or loan officer must for each loan or line
of credit inquire into the character and financial condition of the applicant
and the applicant's 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 should endeavor diligently to assist
applicants in solving their financial problems.
Section 7. No loan or line of credit may be made unless approved by the committee
or a loan officer in accordance with applicable law or 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, determines the security, if any, required for each application
and the terms of repayment. The security furnished must 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 should be given, in all cases, to the smaller applications if the
need and credit factors are nearly equal.
Back to Top
Article IX. Supervisory Committee
Section 1. The supervisory committee is 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 determines the number of members on the committee,
which may not be fewer than 3 nor more than 5. No member of the credit committee,
if applicable, or any employee of this credit union may be appointed to the
committee. Regular terms of the committee members are for periods of 1, 2,
or 3 years as the board determines: provided, however, that all regular terms
are for the same number of years and until the appointment and qualification
of successors. The regular terms are fixed at the beginning, or upon any increase
or decrease in the number of committee members, so that approximately an equal
number of regular terms expire at each annual meeting.
Section 2. The supervisory committee members choose from among their number
a chair and a secretary. The secretary of the supervisory committee prepares,
maintains, and has custody of full and correct records of all actions taken
by it. The offices of chair and secretary may be held by the same person.
Section 3. The supervisory committee makes, or causes to be made, such audits,
and prepares and submits 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 will
prepare and forward to the Administration reports as may be required.
Section 4. The supervisory committee will cause the verification of accounts
of all members with the records of the financial officer from time to time
and not less frequently than as required by the Act and regulations. The committee
must 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, board officer, or member of the credit
committee. In the event of any such suspension, the supervisory committee must
call a special meeting of the members to act on the suspension, which meeting
must be held not fewer than 7 nor more than 14 days after the suspension. The
chair of the committee acts as chair of the meeting unless the members select
another person to act as chair.
Section 6. By the affirmative vote of the 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.
Back to Top
Article X. Organization Meeting
Section 1. At the time application is made for a federal credit union charter,
the subscribers to the organization certificate must meet for the purpose of
electing a board of directors and a credit committee, if applicable. Failure
to commence operations within 60 days following receipt of the approved organization
certificate is 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 elect a chair and a secretary for the meeting. The
subscribers then elect from their number, or from those eligible to become
members of this credit union, a board of directors and a credit committee,
if applicable, all 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 committee member or appointed as a supervisory
committee member does not qualify as a member within 30 days of such an election
or appointment, the office will automatically become vacant and be filled by
the board.
Section 3. Promptly following the elections held under the provisions of section
2 of this article, the board must meet and elect the board officers who will
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 also appoints a supervisory committee
at this meeting as provided in Article IX, section 1, of these bylaws and a
credit committee, if applicable. The members so appointed 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.
Back to Top
Article XI. Loans and Lines of Credit to Members
Section 1. Loans may only be made to members and for provident or productive
purposes in accordance with applicable law and regulations.
Section 2. Any member whose loan is delinquent may be required to pay a late
charge as determined by the board of directors.
Back to Top
Article XII. Dividends
Section 1. The board establishes dividend periods and declares dividends as
permitted by the Act and applicable regulations.
Back to Top
Article XIII. Deposit of Funds
Section 1. All funds of this credit union, except for petty cash and cash change
funds, must 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 must be so deposited on the same
banking day of their receipt.
Back to Top
Article XIV. Expulsion and Withdrawal
Section 1. A member may be expelled only in the manner provided by the Act.
Expulsion or withdrawal will 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, will be paid to them in the
order of their withdrawal or expulsion, but only as funds become available
and only after deducting any amounts due to this credit union.
Back to Top
Article XV. Minors
Section 1. Shares may be issued in the name of a minor.
Back to Top
Article XVI. General
Section 1. All power, duties, and functions of the members, directors, officers,
and employees of this credit union, pursuant to the provisions of these bylaws,
must 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 must hold in confidence all transactions of this credit union
with its members and all information respecting their personal affairs, except
when permitted by state or federal law.
Section 3. Notwithstanding any other provisions in these bylaws, any director
or committee member 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 to be
heard.
Section 4. No director, committee member, officer, agent, or employee of this
credit union may participate in any manner, directly or indirectly, in the
deliberation upon or the determination of any question affecting his or her
pecuniary or personal interest or the pecuniary interest of any corporation,
partnership, or association (other than this credit union) in which he or she
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 must 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,
if applicable, or the supervisory committee, such committee member must withdraw
from such deliberation.
Section 5. Copies of the organization certificate of this credit union, its
bylaws and any amendments thereof, and any special authorizations by the Administration
must be preserved in a place of safekeeping. Copies of the organizational certificate
and field of membership amendments should be attached as an appendix to these
bylaws. Returns of nominations and elections and proceedings of all regular
and special meetings of the members and directors must be recorded in the minute
books of this credit union. The minutes of the meetings of the members, the
board, and the committees must 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 must
be available at all times to the directors and committee members of this credit
union. The charter and bylaws of this credit union must be made available for
inspection by any member and, if member requests a copy, it will be provided
for a reasonable fee.
Section 7. Members must keep the credit union informed of their current address.
Section 8. (a) The credit union may elect to indemnify to the extent authorized
by law of the state of West Virginia the following individuals from 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:
(1) current officials and
(2) current 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.
Back to Top
Article XVII. Amendments to 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 of the board if the members
of the board have been given prior written notice of the meeting and the notice
has contained a copy of the proposed amendment or amendments. No amendment
of these bylaws or of the charter may become effective, however, until approved
in writing by the NCUA Board.
Back to Top
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 the 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.
(f) “Applicable law and regulations” means the Federal Credit Union Act and
rules and regulations issued thereunder or other applicable federal and state
statutes and rules and regulations issued thereunder as the context indicates
(such as The Higher Education Act of 1965).
(g) “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.
(h) “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 are not 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 term or expressions:
(a) “Organizations of such persons” means an organization or organizations
composed exclusively of persons who are within the field of membership of this
credit union.
(b) ”Immediate family member” eligibility is limited to spouse, child, sibling,
parent, grandparent or grandchild. For the purposes of this definition, immediate
family member includes stepparents, stepchildren, stepsiblings, and adoptive
relationships.
(c) “Household” is defined as persons living in the same residence maintaining
a single economic unit.
