(Submitted by Lloyd K. Marbet on behalf of Robert Tice)
Text with strike through to be removed
Italicized
text for comments
AMENDED AND RESTATED
BYLAWS OF
ARTICLE
I. NAME & PURPOSE
Section 1. Name. The name of this Credit Union is Columbia Community
Credit Union.
Section 2. Purpose. The purpose of this Credit
Union is to cooperatively provide service and benefits to our members through
the principle of mutual self‑help and to operate in this fashion and form in perpetuity.
Section 3. If
Article 1, Section 2, is removed or altered, any alteration of the purpose or
form of this credit union, such as conversion to an alternate type of financial
institution, shall require the approval of a two-thirds (2/3) majority of all
members of the credit union. The sole
exception shall be the alteration of form required by changes in the governing
laws and regulations of the State of Washington, and/or the Federal Government,
if applicable.
ARTICLE II. QUALIFICATION
FOR MEMBERSHIP
Section 1. Membership. Membership at the Credit
Union is limited to those entities listed in the Field of Membership Appendix
to these Bylaws, which is incorporated into and made a part of these Bylaws by
reference.
The Appendix may be amended
in order to add groups to the Credit Union's field of membership. All
amendments expanding the Credit Union's field of membership shall be submitted
for regulatory approval before new groups may be served by the Credit Union.
Columbia adopts the enabling amendment pursuant to State of Washington,
Department of Financial Institutions, WAC 419‑72‑041, streamlined
procedure for Small Occupational Groups (SOGs), as listed in the Field of
Membership Appendix to the Bylaws of Columbia Community Credit Union. Such
streamlined amendments to the Bylaws do not require regulatory approval before
the new groups may be served by the Credit Union.
Section 2. Eligibility. In order for an applicant
to be eligible to join the Credit Union, the applicant must:
Qualify, within the Credit
Union's Field of Membership.
Agree to purchase one share
in the Credit Union.
Agree to pay the Credit Union's
membership application fee.
Not have caused the Credit Union a loss. Those persons who have caused the Credit Union a loss, and who have not repaid or are not repaying the loss shall not be eligible for membership in the Credit Union.
Section 3. Approval of
Applications.
Applicants shall only become members of the Credit Union upon approval by the
Credit Union. Each application shall be acted upon by the Credit Union's Board
of Directors, or by the Committee, Officer, or employee authorized to act upon,
and approve applications for membership in accordance with Article V, Section
8.
Section 4. Maintenance of
Membership.
In order to remain qualified for membership, a member must maintain at least
one share in the Credit Union. A person withdrawing all shareholdings ceases to
be a member of the Credit Union, and must re‑qualify for membership. Once
qualified, however, a member in good standing shall remain a member of the
Credit Union regardless of whether the member currently meets the field of
membership qualifications set forth in these Bylaws.
Section 5. Member Duties. It shall be the duty of
each member (a) to keep the Credit Union informed of such member's current
address (b) to comply in accordance with the law and these bylaws, (c) to
refrain from any willful destruction or damage to Credit Union property, and
(d) to act with civility in all dealings with officers and employees of this
Credit Union. In the event a member fails to keep the Credit Union informed of
his/her current address, the Credit Union may engage a locator service and a
charge may be made to the member's share account for the actual costs of any
necessary locator services.
Section 6. Expulsion. The Credit Union may expel
a member for cause immediately. For the purposes of this section, "for
cause" includes, but is not limited to any abusive or threatening conduct
to a Credit Union official or employee or any unlawful conduct or activity
affecting the Credit Union; failing to comply with the member duties, causing
the Credit Union a loss, failing to maintain his or her share balance required
for admission to membership, and failing to increase the balance to at least
the par value of one share within thirty (30) days of the reduction. The Credit
Union shall notify persons of their expulsion, and the reasons upon which it is
based. Upon request, the Credit Union shall allow a person to challenge the
expulsion and seek reinstatement.
Persons seeking
reinstatement must notify the Board of Directors, in writing, of the reasons
for their challenge. Such challenge may take place either in person or through
a written testimonial, and shall be considered at a meeting of Credit Union's
Board of Directors or the Board's Executive Committee. Decisions made at this
meeting shall be final, and shall be recorded in the Credit Union's records.
Amounts paid in on shares or
deposited in the Credit Union by a member who has been expelled shall be paid
to the member after deducting any amounts due to the Credit Union, as permitted
by applicable law. Expulsion does not relieve a member from any outstanding
liabilities owed to the Credit Union.
ARTICLE 111. MEETINGS OF MEMBERS
Section 1. Time of Annual Membership Meeting. The Credit Union's annual
membership meeting shall be held no later than April 30 of each calendar year,
unless the Credit Union's Board of Directors sets another date for the meeting,
and notifies members as provided in Section 3 of this Article, but that
date shall not be more than 18 months from the previous annual meeting.
Section 2: Place of Annual Membership Meeting. The Credit Union's annual membership meeting place
shall be designated by the Credit Union's Board of Directors. In order to allow the maximum attendance by the members,
all weekday annual meetings shall be held after the hour of 6:30 pm, or on
weekends not before the hour of 10:00 am, but no Annual or Special Membership
meetings shall be held on state or national holidays
Section 3. Notice of Annual
Membership Meeting. Notice of the Credit Union's annual membership meeting shall be
published and mailed to the members at least thirty (30) days prior to the date
of the meeting. The notice of the Credit Union's annual membership meeting
shall include both the time and place of the meeting. There shall be a twice-published public notice of the date of
publication of the annual meeting announcement not more than 90, nor less than
30, days before that announcement. This
notice shall include notification of all members by mail, such as by inclusion
of the information in the quarterly newsletter, and a notice on the appropriate
monthly statement. Commercial
advertisement may be used, but shall not substitute for other requirements for
notification. (NOTE: This is necessary due to Article 4, section
2, which requires Board candidates submit information 10 days before the
announcement of the Annual Meeting date.
This cannot be accomplished if the filer doesn’t know the date of the
announcement.)
Section 4. Initiation of Special Membership Meeting. A special membership meeting
may be called by the majority of the Credit Union's Board of Directors, a
majority vote of the Credit Union's Supervisory Committee, or upon written
application of the lesser of ten percent or two thousand members. The request
for a special membership meeting must be submitted in writing to the Secretary
of the Credit Union's Board of Directors. The request must specifically state
the purpose or purposes for which the meeting has been called. If the special
membership meeting is being called for the removal or one or more Directors or members of
the Supervisory Committee, the request shall state the name of
the Director or Directors, or Supervisory Committee member whose
removal is sought. No business other than that specified in the request shall
be transacted at a special membership meeting.
Consideration
of the validity of any petition request shall be based solely on the validity
of the petition signatures.
Section 5. Time & Place of Special Membership Meeting. Upon receiving an
acceptable a request for a special membership meeting,
the Board shall designate the time and place for the special membership
meeting. Special membership meetings shall take place no sooner than twenty
(20) and no later than thirty (30) days after receiving a request for a special
membership meeting.
Section 6. Notice of Special
Membership Meeting. The Secretary shall notify
members of the special membership meeting. Notification of the meeting shall be
published and mailed to the full membership within ten (10) days
of receiving the request for the special membership meeting. The notice of the
special membership meeting shall include the purpose for which the special
meeting is being called. If the special membership meeting is being called for
the removal of one or more Directors or members of the Supervisory Committee, the
notice shall also state the name of the Director or Directors, or Supervisory
Committee member or members whose removal is sought. For the purpose of explanation to the owner/members,
provision shall be made for inclusion, with the ballot, of not less than 500
word written explanation by those
seeking that removal, and a like amount may be included in a defense of that
member or members if that member or members so chose. Only those present at that Special Meeting shall vote on removal
of a member or members of the Board of Directors or Supervisory Committee, as
only those present can be aware of the discussion and debate of the issues
involved.
Section 7. Quorum. For the purpose of all membership meetings, fifteen (15) members shall
constitute a quorum. Meetings adjourned for failure to reach a quorum shall be
reconvened by following those timing and notification requirements adopted for
special membership meetings in Section 5 and Section 6, except that the notice
of the adjourned meeting shall state that the meeting could not be held as
originally scheduled because of failure to obtain a quorum according to the
Credit Union's Bylaws.
Section 8. Voting. Each member shall have one
vote, regardless of shares held in the Credit Union. In order to be eligible to
vote at a membership meeting, the member must have reached eighteen years of
age. No votes may be cast by proxy. Membership held by entities other than
natural persons shall have one vote, which shall be cast through an agent
designated in writing by the entity. Except for Special Membership Meetings, mMembers
may vote through the use of mail ballots as permitted by the Credit Union's
Board of Directors. With respect
to Special Membership Meetings, only those members attending the meeting shall
vote on the items under consideration.
Section 9. Parliamentary Procedure. Meetings held under this section Article
shall be conducted according to those rules of parliamentary procedure
described in Robert's Rules of Order, latest revision. Membership
meetings shall have the full power and authority to conduct all manner of
business normal to parliamentary proceedings, within the limits of these
Bylaws. All concerns not specifically
assigned and specifically limited to an entity by these bylaws shall fall under
the control and authority of the membership.
The Chair shall employee a Certified Professional Parliamentarian to
guide the proceedings at all membership meetings.
Section 1. Nominating Committee. At the annual organizational meeting, the Chair
of the Credit Union's Board of Directors shall appoint a standing
Nominating Committee. The Nominating Committee shall consist of not less than
five three Credit Union members, at least one of which
shall be a member of the Credit Union's Board of Directors. No member serving
on the Nominating Committee may be seeking election at the Credit Union. The
Nominating Committee shall nominate at least one insure at least two qualified
candidates
are presented member for each Board and Supervisory
Committee vacancy to be filled at the next election. either by
nomination or petition. The
Nominating Committee shall file its candidate list nominations with the
secretary of the Credit Union at least seventy five (75) days prior to the
annual meeting and the secretary shall notify all members eligible to vote at
least sixty (60) days prior to the annual meeting of the nomination by petition
requirements and election schedule. The names of
the Nominating Committee shall be published to the membership upon their
appointment, and not less than 120 days prior to the annual meeting.
Section 2. Nomination by Petition. Any qualified member who wishes to be
a candidate for the Credit Union's Board of Directors or Supervisory Committee,
and who meets the Credit Union's candidate eligibility requirements, if any,
may collect the names of five Hundred (500) fifty (50) members of the
Credit Union and submit a petition to the Credit Union's Nominating Committee
at least ten (10) days before the Credit Union sends out its notice of annual
membership meeting under Article III, Section 3. Notice of this qualification date shall be communicated to the members
not less than 60 days before the notice of the meeting date is published.
Section 3. Elections. Elections for the Board of Director and Supervisory Committee
positions, and which are held at the annual meeting, shall be
conducted by using a mail ballot. except where there is only one nominee
for each position to be filled. When only one member is nominated for each
position to be filled, the Chair may declare each nominee elected by general
consent or acclamation at the annual meeting. If sufficient nominations
have been made by the Nominating Committee or by petition, to provide more than
one nominee for any position to be filled, the Secretary shall cause ballots to
be mailed to each member eligible to vote, at least fifteen (15) days prior to
the annual meeting: The Board shall determine voter eligibility and mail ballot
requirements for each election. Elections of
Board of Directors and Supervisory Committee members at Special Membership
Meetings shall be by vote of the members present, provided a quorum is present
at that meeting.
Section 4. Election Tellers. The Chair of the Credit Union's Board of Directors
may appoint Election Tellers, as necessary. The Tellers shall be responsible
for verifying the identity of each voting member, and assuring that each person
voting is entitled to vote. The Tellers shall also be responsible for tallying
election ballots, and communicating the results of the election to the Chair of
the Credit Union's Board of Directors.
Section 5. Election by Majority Vote. All elections shall be
conducted by secret ballot. The candidate receiving the greatest number of
votes' in each position shall be elected. In the event of a tie vote, the Chair
of the Credit Union's Board of Directors shall determine the run‑off
election procedure to be used by the Credit Union.
Section 6. Destruction of Ballots. After completion of the election, the members
of the Credit Union may approve the destruction of the election ballots after
the ballots have been retained for ninety (90) days, unless the election has been challenged
in any form. If a challenge has been
made, the ballots shall be retained for the duration of that challenge, plus 90
days.
Section 7.For
the purposes of voting, a member shall be defined as a person, over the age of
18, who is included in or on the signature card or membership agreement. It is acknowledged that one account may
therefore have more than one member voting.
(Tice’s note: I actually feel
that the primary account holder should be the only voting member, not all
persons on that account. Otherwise, we
could have one account holding six or eight votes and this could be abused.)
ARTICLE V. BOARD OF DIRECTORS
Section 1. Composition. The Credit Union's Board of Directors shall consist
of nine (9) individuals. All Board members shall be elected in accordance with
the procedures established in Article IV of these Bylaws. Persons appointed to
fill vacancies occurring on the Credit Union's Board of Directors shall be
chosen in accordance with the procedures established in this Article. No current
employees of the Credit Union or members who have been employed by the Credit
Union or any subsidiary within the last two (2) years may serve on the Credit
Union's Board of Directors. No change in
the number of members of the Board of Directors shall be made without the vote
and approval of the membership.
Section 2. Term of Office. Each Director, upon
election, may serve a maximum of three (3) two (2) consecutive, three (3) year terms, unless the
Director resigns, dies, or is removed under this Article or other articles in the Bylaws.
A mandatory absence from the Board of two (2) years is required before a
Director can be re‑elected to serve another term of office. Each Board
member's term of office shall be staggered, with an equal number of Directors
elected each year, as far as possible.
Section 3. Eligibility. In order to qualify to serve on the Credit Union's
Board of Directors, a member must:
Satisfy any bonding
requirements of the Credit Union.
Agree to the terms of, and be bound
by, the Credit Union's Code of Ethics and Diversity Policies.
Be eligible to vote in
Credit Union elections and at membership meetings.
Not be employed by or have
been employed by the Credit Union or its subsidiaries during the past two
years.
Section 4. Regular and Special Meetings. The Credit Union's Board of
Directors shall meet at a regular meeting at least once a month, with the date
of the meeting to be set by the Board. A majority of the total number of Board
members shall constitute a quorum. A special meeting of the Board may be called
at any time by the Chair of the Board or upon request to the Chair by three or
more Board members. Board of
Director’s meetings shall be open to the membership, with the exception of
those discussions or negotiations which require confidentiality of membership
information. Minutes of the open
portions of the meetings shall be available to the membership upon
request. Minutes of the closed or executive
sessions shall be made available to members upon successful completion of an
application that shall include a confidentiality agreement with sufficient
legal protections for those confidential membership elements included in those
minutes. That confidentiality agreement
shall not be binding for actions by the Board, member or employee which falls
outside the bounds of these Bylaw, for illegal acts or for acts which violate
the Credit Union’s Code of Ethics and/or Diversity Policies. The confidentiality agreement shall require
a ten (10) day notice to the Board of Directors of any intent to release
information secured from the review of those minutes.
Section 5. Notice. The Chair shall give at
least five (5) business days advance public notice of any special meeting of the
Credit Union's Board of Directors, however, advance meeting notice may be
waived by unanimous consent of the Board members. All notices may be
delivered via mail, facsimile, telephone, or e‑mail as the Board may from
time to time prescribe by resolution. Meetings of the Credit Union's Board of
Directors may take place in person, or via electronic technology in accordance
with a policy established by the Board, provided that provisions are made for public attendance,
with the exception of closed or executive session meetings.
Section 6. Expenses. Directors shall not be
compensated for services rendered to the Credit Union in their capacity as
volunteers. However, Directors may be reimbursed for reasonable expenses
incurred during the performance of their duties in accordance with a policy
established by the Board.
Section 7. Non‑preferential
Treatment.
Loans extended to Directors shall be made under the same terms and conditions
as those extended to other members of the Credit Union.
Section 8. Non‑Delegable Powers & Duties. The Credit Union's Board of
Directors shall have general direction over the business and affairs of the
Credit Union. In addition to the powers and duties conferred by applicable law,
the Board shall have the power and duty to conduct the following:
Set the par value of shares
and minimum number of shares required for membership in the Credit Union;
Designate a Principal
Operating Officer who shall act as the President/CEO of the Credit Union,
determine the CEO's salary, and evaluate the Principal Operating Officer's
performance as necessary;
Designate such other
officers of the Credit Union as may be deemed necessary by the Board of
Directors;
Establish loan policies
under which loans may be approved;
Establish the conditions
under which a member may be expelled for cause;
Fill vacancies on all
Standing and Special Committees except the Supervisory Committee;
Approve the Credit Union's
annual operating budget;
Designate those persons or
positions authorized to execute or certify documents and records on behalf of
the Credit Union;
Review the Supervisory
Committee's annual report; and Perform perform such other duties
as the members may direct.
Section 9. Delegable Powers
& Duties.
The Credit Union's Board of Directors shall also have the powers listed under
this section, however these powers may be delegated to a Committee, Officer, or
employee under a policy established by the Board. The Board shall:
Act upon applications for
membership;
Determine the maximum
amount, if any, of shares and deposits that a member may hold;
Declare dividends on shares
and set the rate of interest on deposits;
Set fees and charges;
Determine the amount which
may be loaned to one member;
Establish loan terms and
conditions;
Establish policies under
which the Credit Union may borrow and invest;
Approve the charge‑off
of losses; and
Perform any other delegable
acts required by these Bylaws or applicable law.
Committees, Officers, and
employees delegated the powers listed in this section shall be subject to
supervision by the Credit Union's Board of Directors.
Section 10. Fiduciary Duties. Members of the Credit
Union's Board of Directors must perform their duties in a fiduciary manner as
required by law.
Section 11. Authority to Remove & Suspend. The Credit Union's Board of
Directors may, for cause, remove a Board Officer from office, or a Committee
Member from a Committee other than the Supervisory Committee. The Credit
Union's Board of Directors may also, for cause, suspend members of the Board,
and suspend members of the Supervisory Committee until a membership meeting is
held in accordance with Article III of these Bylaws. A membership meeting
contemplating the removal of a parrty suspended under this section shall be
held within thirty (30) days of the suspension, and Credit Union members
attending the meeting shall vote on whether to permanently remove the suspended
party or parties. For cause includes demonstrated financial irresponsibility, a
breach of fiduciary duty to the Credit Union, or activities which threaten the
safety and soundness of the Credit Union.
Section 12. Removal by Operation of Law. Members of the Credit Union's Board of Directors
shall be removed from their position by operation of law under the following
circumstances:
Should the Director cease to
be a member of the Credit Union.
Should a Director, unless
reasonably excused by the Board, be absent from more than thirty‑three
percent of regularly scheduled Board meetings during a twelve month period; or
Should a Director fail to
meet the requirements for bondability.
Section 13. Vacancies & Interim Directors. If the members of the Credit Union remove a Director
at a special membership meeting, the members may either elect an Interim
Director to complete the remainder of the removed Director's term of office, or
authorize the Credit Union's Board to appoint an Interim Director. All
vacancies, other than those filled by members at a special membership meeting,
shall be filled by Interim Directors appointed by the remaining members of the
Credit Union's Board of Directors. However, terms scheduled to expire in less
than ninety days need not be filled by the Board. Interim Directors appointed by
the Board of Directors shall serve on the Credit Union's Board only until
the next annual membership meeting and shall not be eligible for election for the following
term.
Section 1. Composition. The Credit Union's Supervisory Committee shall
consist of at least three (3) individuals who shall be members of the Credit
Union. No more than one member of the Credit Union's Supervisory Committee
shall also be a member of the Credit Union's Board of Directors. All
Supervisory Committee Members shall be elected in accordance with the
procedures established in Article IV of these Bylaws.
Persons appointed to fill
vacancies occurring on the Credit Union's Supervisory Committee shall be chosen
in accordance with the procedures established in this Article.
Section 2. Term of Office. Each Supervisory Committee
Member, upon election, may serve a maximum of three (3) two (2)
consecutive, three (3) year terms, unless the Committee Member resigns, dies,
or is removed under these Bylaws this Article. A
mandatory absence from the Supervisory Committee of two (2) years is required
before a member can be re‑elected to serve another term of office. Each
Supervisory Committee Member's term of office shall be staggered, with an equal
number of members elected each year, as far as possible.
Section 3. Eligibility. In order to qualify to serve on the Credit Union's
Supervisory Committee, a member must:
Satisfy the bonding
requirements of the Credit Union.
Agree to be bound by the
terms of the Credit Union's Code of Ethics Policy.
Be eligible to vote in
Credit Union elections and at membership meetings.
Not be an Operating Officer
or employee of the Credit Union.
Not be employed by the
Credit Union nor have been employed by the Credit Union or its subsidiaries
during the past two years.
Not serve on the Credit
Union's Credit Committee or Investment Committee.
Section 4. Meetings. The Credit Union's
Supervisory Committee shall meet at least quarterly, with the date of the
meetings to be set by the Committee. Additional meetings of the Supervisory
Committee may be called at any time by the Chair of the Supervisory Committee
or upon request to the Chair by two or more Supervisory Committee Members.
Adequate advance notice of all meetings shall be provided to each member of the
Supervisory Committee. All notices shall be delivered via mail, facsimile,
telephone, or e‑mail as the Board shall determine by resolution from time
to time. Meetings of the Credit Union's Supervisory Committee may take place in
person, or via telephonic or electronic transmission in accordance with a
policy established by the Board.
Section 5. Expenses. Supervisory Committee Members
shall not be compensated for services rendered to the Credit Union in their
capacity as volunteers. However, Committee Members may be reimbursed for
reasonable expenses incurred during the performance of their duties in
accordance with a policy established by the Credit Union's Board of Directors.
Section 6. Non‑preferential Loans. Loans extended to members of
the Supervisory Committee shall be made under the same terms and conditions as
those extended to other members of the Credit Union.
Section 7. Powers &
Duties. The
Credit Union's Supervisory Committee shall serve as a check and balance to the
Credit Union's Board of Directors. At least one member of the Credit Union's
Supervisory Committee who is not a Board Member may shall
attend each regular meeting of the Credit Union's Board of Directors.
The Supervisory Committee
shall:
Keep fully informed of the
financial condition of the Credit Union;
Keep fully informed as to
those decisions made by the Credit Union's Board of Directors;
Perform or authorize an
annual audit of the Credit Union, and report the findings of the audit, along
with any recommendations, to the Credit Union's Board of Directors; and
Make a written report available to
members at the Credit Union's annual membership meeting.
Section 8. Authority to Suspend. By unanimous vote, the Supervisory Committee
may, for cause, suspend a member of the Credit Union's Board of Directors, or a
member of another Committee, until a membership meeting is held in
accordance with Article III of these Bylaws. A membership meeting contemplating
the removal of a party suspended under this section shall be held within thirty
(30) days of the suspension, and Credit Union members attending the meeting
shall vote on whether to permanently remove the suspended party or parties. For
cause will include demonstrated financial irresponsibility, a breach of
fiduciary duty to the Credit Union, or activities, in the judgment of the
Supervisory Committee, which threaten the safety and soundness of the Credit
Union.,
or actions that violate the Code of Ethics or the Bylaws.
Section 9. Removal & Suspension of Supervisory Committee Members. Members of the Credit
Union's Supervisory Committee may be suspended or removed from their position
by the Board of Directors for cause, or by action of the members under these Bylaws.
For cause shall include demonstrated financial irresponsibility, a breach of
fiduciary duty to the Credit Union, or activities which, in the judgment of the
Board, threaten the safety and soundness of the Credit Union., or actions
that violate the Code of Ethics or the Bylaws.
Section 10. Removal by
Operation of Law. Members of the Credit Union's Supervisory Committee shall be removed
from their position by operation of law under the following circumstances:
Should the Supervisory
Committee member cease to be a member of the Credit Union; or
Should the Supervisory
Committee member fail to meet the requirements for bondability.
Should the Supervisory Committee member
fail to meet the requirements of Section 3, Article VI.
Section 11. Vacancies &
Interim Committee Members. All vacancies on the Credit Union's Supervisory Committee shall be
filled by Interim Committee Members appointed by the remaining members of the
Supervisory Committee. However, terms scheduled to expire in less than ninety
(90) days need not be filled: Interim members of the Credit Union's Supervisory
Committee
appointed within 90 days of the annual meeting shall serve until
the next annual membership meeting. Should a majority of the all positions on
the Credit Union's Supervisory Committee become vacant at the same time, the
Credit Union's Board of Directors shall call a Special Membership Meeting to elect new Supervisory
Committee members within 30 days if the annual membership meeting is 90 days or
more past the date of the occurrence of the vacancy. If the vacancy occurs within 90 days of the next annual
meeting, the Board of Directors shall be responsible for
appointing an Interim Supervisory Committee which shall hold office until the
next annual membership meeting.
ARTICLE VII. STANDING & SPECIAL PURPOSE COMMITTEES
Section 1. Formation of Standing & Special Purpose Committees. The Credit Union's Board of
Directors may create and appoint other Standing Committees, subcommittees, and
task forces as it deems necessary. The duties and term of any such Committees
shall be set by the Board of Directors upon formation.
Section 2. Eligibility. In order to qualify to
serve on one of the Credit Union's Committees,
a member must:
Be bonded by the Credit
Union.
Be eligible to vote in
Credit Union elections and at membership meetings.
Section 3. Meetings. Committees shall meet at
such times as determined by resolution of the Credit Union's Board of
Directors, by resolution of the Committee, or by the Chair of the Committee
with the prior approval of the Chair of the Credit Union's Board of Directors.
Section 4. Expenses. Members of the Credit
Union's Standing or Special Purpose Committees shall not be compensated for
services rendered to the Credit Union in their capacity as volunteers, but may
be reimbursed for reasonable expenses incurred during the performance of their
duties in accordance with a policy established by the Board of Directors.
Section 5. Non‑preferential Treatment. Loans extended to members
of the Credit Union's Standing or Special Purpose Committees shall be made
under the same terms and conditions as those extended to other members of the
Credit Union.
ARTICLE VIII. OFFICERS OF
THE BOARD
Section 1. Election of
Officers.
At the first meeting following the Credit Union's annual membership meeting,
the Credit Union's Board of Directors shall elect: a Chair, one or more Vice‑Chairs,
a Secretary, and such other Officers as the Board from time to time deems
advisable. The offices of Chair and Vice Chair must be held by elected Board
members, however the offices' of Secretary and Treasurer may be held by persons
who are not elected Board members, and may be held by the same person. Board
Officers shall continue to hold office until either their successors are
elected and qualified, or until death, resignation, or removal.
Section 2. Duties of the
Chair. It
is the duty of the Board Chair to preside at membership meetings and meetings
of the Credit Union's Board of Directors, appoint persons to the Credit Union's
Standing and Special Purpose Committees, sign instruments requiring the Chair's
signature, maintain joint control over all negotiable securities with the
Credit Union's Treasurer, and perform other customary duties of office. The Chair shall abide by the recommendations of the
Certified Professional Parliamentarian in all cases of challenge to his/her
rulings under Robert’s Rules of Order.
If the Parliamentarian is challenged from the floor, the Parliamentarian
must provide the specific rule under which the ruling was made and a floor
discussion, debate and a vote of verification or rejection of that ruling must
be held.
Section 3. Duties of the
Vice Chair.
Persons elected to the office of Vice Chair must perform the duties of the
Board Chair in his or her absence, and any other duties prescribed by the
Board.
Section 4. Duties of the
Treasurer.
It is the duty of the Treasurer to act as custodian over finds, securities,
books of account, and all other valuable Credit Union papers, report to the
Board on their status at regular intervals, and perform other duties as
necessary.
Section 5. Duties of the
Secretary.
It is the duty of the Secretary to keep a correct record of all meetings of
Credit Union members, meetings of the Credit Union's Board of Directors, and
keep a record of Supervisory Committee reports. The Secretary is required to
give notice of all membership meetings in accordance with the manner prescribed
by these Bylaws, and perform any other duties prescribed by the Board. In the
absence of the Treasurer, the Board of Directors may delegate the Treasurer's
duties to the Secretary. All minutes of
the Board of Directors meetings and Supervisory Committee Minutes shall be
available to the membership as described in Article V, Section 4.
Bylaws, Minutes,
Changes, Documents. The Secretary shall provide to any member,
upon request, copies of the Bylaws, minutes of all open sessions of the Board
and Supervisory Committee, and shall insure notice is provided to all members
of any changes in the Bylaws. The
Secretary shall provide any documents or records not specifically and normally
held in confidence by the laws of the State of Washington or these Bylaws. The regular and normal financial filings
provided by the Credit Union and to the various regulating bodies, including
all that are available under the Freedom of Information Act, shall be promptly
made available to the membership upon request and payment of the actual cost of
the physical copying, but never more than $0.20 per page. Provision to the requesting member shall be
within 5 working days at most.
The Secretary shall insure that all
reports to be presented at the Annual Meeting are available at no cost to all
requesting members not less than 21 days prior to the Annual Meeting. This will include, but is not limited to,
the Supervisory Committee Report, Annual Financial Reports, Committee Reports
and all other normal reports.
Section 6. Removal of Board
Officers.
The Credit Union's Board of Directors may, by a majority vote, remove any Board
Officer from their official position for cause, including demonstrated
financial irresponsibility, a breach of fiduciary duty to the Credit Union, breach of the
requirements of the Bylaws, or activities which threaten the
safety and soundness of the Credit Union.
Section 7. Vacancies &
Interim Officers. In the event of absence or disability of an Officer of the Board, the
Chair of the Credit Union's Board shall appoint a remaining member of the Board
to act as Interim Officer. If the absence or disability proves to be permanent,
the remaining Board members shall elect a member of the Board to complete the
Officer's term.
Section 1. Par Value. The par value of one share
shall be five dollars ($5.00).
Section 2. Withdrawal. Shares and deposits may be
withdrawn at any time, however the Credit Union may require up to ninety days'
notice of intention to withdraw shares or deposits. In the event that the
Credit Union requires notice of intention to withdraw, a member who has filed a
notice of intention to withdraw may not exercise the privileges of Credit Union
membership.
Section 3. Dividends. Dividends on dividend
bearing accounts shall be declared for each account under dividend periods and
policies as determined by the Board from time to time and dividends shall be
paid on all eligible shares outstanding at the time of the declaration.
Section 4. Interest. Interest rates on interest bearing accounts, if
applicable, may be set from time to time by the Credit Union.
Section 5. Non‑Negotiability
of Shares.
Shares in the Credit Union are non‑negotiable. Shares in the Credit Union
may not be purchased directly from a member of the Credit Union.
Section 1. Loans. Loans may be granted to any
member of the Credit Union in good standing. All loans shall be evidenced by
records adequate to support enforcement or collection of the loan, and periodic
reviews for safety and soundness. All loans shall be authorized and approved as
provided by these Bylaws.
Section 2. Liability for Indebtedness upon Withdrawal Any member with
outstanding loans or debts owed to the Credit Union, who severs their
relationship with the Credit Union, shall not be relieved of any outstanding liabilities
owed, and may be required to immediately discharge their indebtedness to the
Credit Union, or may be allowed to repay their debts as initially agreed.
Section 3. Investments. The Credit Union shall make
all investments in accordance with applicable law and under policies
established by the Credit Union's Board of Directors.
Section 1. Indemnification. Except as provided in Section 2, the Credit Union
shall indemnify a current or former Director, Officer, Committee Member, or
employee made a party to a proceeding because the person is or was a Director,
Officer, Committee member or employee if:
(1) The person acted in good faith; and
(2) The person reasonably believed
(a)
In
the case of conduct in the person's official capacity with the Credit Union,
that the person's conduct was in the Credit Union's best interests; and
(b)
In
all other cases, that the person's conduct was at least not opposed to its best
interests; and
(3) In the case of any criminal proceeding, the
person had no reasonable cause to believe
that the person's conduct was unlawful.
Section 2. Limits on
Indemnity.
The Credit Union shall not indemnify a person under Section 1:
(1)
In connection with a proceeding by or in the right of the Credit Union
in which the person is adjudged liable to the Credit Union; or
(2) In connection with any other proceeding
charging improper personal benefit to the person, whether or not involving
action in the person's official capacity, in which the person is adjudged
liable on the basis that the person improperly received personal benefit.
Section 3. Advances for Expenses.
The Credit Union shall pay for or reimburse the reasonable expenses incurred by
a person who is a party to a proceeding described in Section 1 before disposition
of the proceeding, if‑.
(1) The person furnishes the
Credit Union with a written affirmation of the person's good faith belief that the person has met the standard of
conduct described in Section 1; and
(2) The person furnishes the
Credit Union with a written undertaking to repay the advance if it is
ultimately determined that the person did not meet the standard of conduct
described in Section 1.
Section 4. Authorization of Indemnity. Any determination as to
indemnity or for advance of expenses under this section will be made by
majority vote of disinterested Directors. Any indemnification or advance of
expenses to a person under this section, will be reported, in writing, to the
members of the Credit Union before the next annual membership meeting.
Section 5. Insurance. The Credit Union may
purchase and maintain insurance on behalf of any individual who is or was a
Director, Officer, Committee Member, employee or agent of the Credit Union
against liability incurred by the person, whether or not the Credit Union would
have had the power to indemnify the individual against the same liability under
the provisions of this section or the laws of the state of Washington.
ARTICLE XII. MISCELLANEOUS PROVISIONS
Section 1. Bondability. Each Director, Officer, Committee Member, and
employee of the Credit Union shall be bonded in accordance with conditions
established by regulatory authority.
Section 2. Conflict of Interest. No Director, Committee Member, Officer, or employee of the Credit Union
may have a pecuniary interest in any contract or transaction with the Credit
Union unless this interest is disclosed and made known to the Board of
Directors. No Director or Committee
Member of the Credit Union shall participate in the deliberation of any
question affecting their own pecuniary interest. Such Director or Committee
Member shall withdraw from the deliberation and decision upon such interest.
Section 3. Emergency
Operations.
In the event of an emergency sufficient to disrupt customary Credit Union operations,
the Credit Union shall conduct its affairs under guidance from the Credit
Union's Board of Directors and subject to any governmental directives.
Emergency operations shall be conducted under a crisis recovery plan approved
by the Credit Union's Board of Directors.
Section 5. Conformity. Any section or provision of these Bylaws in conflict
with the laws of the State of Washington or the laws of the United States is
deemed to be amended to conform to law. Any matter relating to the authority,
control, management, or operation of this Credit Union, or any privileges
granted by the Credit Union under law, but not specifically set forth in these
Bylaws, may be carried out, granted, and exercised according to the provisions
of law and
the will of the membership, if not in violation of the law.
The Credit Union's Board of
Directors may amend these Bylaws by majority vote at any regular or special
Board meeting called for that purpose, but the amendment shall not take effect until approval is
indicated by a vote of the membership.
The sole exception to this requirement for membership approval shall be
amendments of the Field of Membership.
Certification of Secretary
We the undersigned, Chairman
and Secretary of Columbia Community Credit Union, Charter #68186, Vancouver,
Washington hereby certify: That by affirmative vote of a majority of the
members of the board at a duly held meeting thereof on November 20, 2001
,
the following resolution was adopted: Resolution "To adopt the Bylaws
and Field of Membership Appendix as submitted for Columbia Community Credit
Union, effective November 20, 2001 . Thereby, amending
and restating the bylaws substantially in the format prescribed by the
Department of Financial Institutions Division of Credit Unions. That notice of
the above meeting was given to Board members in accordance with the
bylaws."
The foregoing resolution,
together with the names of directors voting for the resolution, those voting
against the resolution, and those absent from the meeting have been entered
into the minutes of the Board of Directors of this Credit Union.
William F. Byrd III;
Chairman
L. Christine Wamsley;
Secretary/Treasurer
11 /20/01
11/20/01
Summary and Explanation of
changes to the Bylaws
By Robert Tice
Section 1 changes the Purpose to provide for CCU being a
Credit Union “in perpetuity” (forever.)
Section 2, added, provides that should Section 1 be
overturned, conversion or a change in
form would require a 2/3 vote of the membership.
Article II
Qualification for Membership
No changes
Article III
Meeting of Members
Section 1 insures that annual meetings be held not more than
18 months apart, regardless of the wishes of the Board of Directors or others.
Section 2 Requires all meetings be held after 6:30 pm on
weekdays, or weekends after 10:00 am, and never on state or federal holidays.
Section 3 Requires at least two notices of public notice of
the date of the annual meeting, within 30 to 90 days of the meeting, by mail
and public notice. This is necessary
because the Bylaws require that a candidate filing for office file 10 days
BEFORE the notice of the date of the annual meeting, a Catch-22 under normal
circumstances, since the candidate has no way of knowing that date. The change meshes with a change in Article
IV, Section 2 to be effective.
Section 4 adds the
Supervisory Committee to the Section and removes ambiguities in the Bylaws as
to possible different treatment of the Board of Directors. It also requires that petition validity be
based ONLY on the validity of signatures, thus removing the Board’s personal
concerns from this decision. Had this
already been in place, there would have been no need for the litigation
requiring the Courts force the Special Membership Meeting to occur, saving tens
of thousands of dollars and considerable damage to the reputation of the
Columbia Credit Union.
Section 6 includes clarification elements by naming assumed
parties. It also assures that during a
Special Membership Meeting mail-in vote, there be included at least one 500
word written statement by each side of the issue be provided to the members for
their consideration. It also requires
that if the removal of a member of the Board of Directors or Supervisory
Committee be sought, that members will have the opportunity to speak to the
members and defend his/her position, and insures only those members present and
informed are voting on that issue. The
intent is to insure informed voting and stop the voting in the dark that has
occurred in the past.
Section 8 clarifies when members vote by mail and when member
vote in person.
Section 9 clarifies that membership meetings must be attended
by a qualified Certified Professional Parliamentarian and established ground
rules for their use. Had one been
present at the November 2003 meeting instead of an unqualified lawyer, it is
likely the conversion attempt and the resulting Federal Investigation would not
have occurred, saving perhaps as much as $1 million. It requires the Chair to
abide by Robert’s Rules of Order, complying with state laws (RCW 31.12 and the
existing Bylaws.) and conforms to the existing Bylaw requirements while
clarifying that requirement to conform with the obvious intent that all
meetings be held under Robert’s Rules of Order. It also conforms to Judge Bennett’s ruling on this matter.
Article IV
Election of Board and Supervisory Committee
Section 1 increases the number of the Nominating Committee Members from three
(which includes one Board member) to five, also including the Board
member. Requires that two qualified
candidate are presented for each Board and Supervisory Position
Section 2 reduces the number of petitions required to run for
the Board or Supervisory Committee from 500 to100, making it less difficult but
still insuring that a candidate has support for his position. The petition for a special meeting last year
proved how difficult it was to collect even 500 signatures.
Section 3 clarifies some ambiguities regarding
elections. In particular it insures
that there are always a choice of candidates for each open position and
prevents the automatic incestuous rotation of the same people in those
positions. Without this change, there
would be no opposing candidates for office since the Nominating Committee was
required to nominate only one candidate, and when only one candidate is
running, no election is held.
Section 7 Defines
what a member is, removing the problems noted by the Federal
investigation. At this time, there is no clear definition of what a
member is, and what a voting member is.
Article V
Board of Directors
Section 1 insures that any changed to the Bylaws are approved
by the members, with the exception of the “Field of Membership”. Prior to this change, the Board has full
authority to change any aspect of the Bylaws.
It includes a specific provision to prevent the Board from changing it’s
size without the approval of the membership, thus establishing a majority rule
by appointing new members without approval of the membership, for example.
Section 2 reduces the length of terms to two consecutive 3
year terms (6 years) from the current 3 terms, or 9 years, and retains the
existing provision of requiring a one-term break in service. This would not take effect until the end of
the current terms of the incumbent members.
Section 3 requires the Board be bound by the Credit Union
Code of Ethics, not just agree with it.
Section 4 opens the Board meeting to the members, with the
exception of private and confidential discussions on specific member’s
accounts, requests, and so on. It
provides that members can have easy access to the minutes of the meetings, and
review normal business reports, such as occurs in every other type of public
and most private financial institutions around the U.S. In some cases, a confidentiality agreement
may be required in order to review certain sensitive documents.
Section 5 provides for public notice and attendance at Board
meetings, with the exception of closed or executive sessions.
Section 12 provides that when the Board appoints a temporary
Director, he or she serves only until the next Annual meeting and is not
eligible for that office during that next term.
Article VI
Supervisory Committee
Section 2 changes the Supervisory board members term from 3
terms of 3 years (9 years) to 2 terms of 3 years (6 years total) without a full
term break from service. This would not
take effect until the end of the current terms of the incumbent members.
Section 3 requires the members of the Supervisory Committee
be bound by the Code of Ethics.
Section 7 requires a member of the Supervisory Committee who
is not a Board member attend all Board meetings. Only by this provision can the Supervisory Committee actually
perform their duties. It also requires
the Committee to provide an written report on their activities and concerns at
the annual meeting of members.
Section 8, the change provides for removal of a Supervisory
Committee member for violation of the Code of Ethics, as well as the other
listed items.
Section 9 provides clarity regarding the removal of a member
of the Supervisory Committee by action of the members (by petition and
subsequent vote, etc.)
Section 10 provides clarification by simply allowing removal
for lack of legal qualification for the office.
Section 11 clarifies the handling of vacancies of the
Committee. The Board would appoint
interim members, and if the term remaining exceeds 90 days, hold an election
for that office. If all positions come
open at the same time, a Special Membership Meeting would be held within 30
days, unless the vacancy(s) occurs within 90 days of the Annual Meeting. This is a very minor change from the
existing rules and only clarifies that the Membership shall have control over
the content of the Supervisory Committee.
Article VIII
Officers of the Board
Section 2 requires the Chair abide by the recommendations of
the Certified Professional Parliamentarian, but with ultimate decisions in
regard to procedure being provided by the vote of the members. As the Bylaws require all procedure be
governed by Robert’s Rules of Order, only the members can override those Rules. This written provision is lacking in the
current Bylaws. It allows the members
to vary from Robert’s Rules of Order and remain within the bounds of RCW 31.12
and the Bylaw requirements.
Section 5 requires the Secretary to provide to the members
all minutes of the Board and Supervisory Committee meeting that are not confidential
in nature, and to provide to the members copies of the reports to be presented
at the annual meeting. This allows for
review of the reports 21 days prior to the Annual Meeting, which isn’t now
possible since the reports are often verbal or to extensive to review at the
meetings. It reduces the time wasted in
questions and answers during the meetings.
It minimizes charges for those reports, specifying not more than 20 cents
per page.
Section 6 clarifies that only a majority vote is required by
the Board to remove a fellow member for cause and adds a breach of the Bylaws
as cause.
Article XII
Miscellaneous Provisions
Section 5 provides for the will of the membership to be
enacted, provided that it conforms with the laws.
Article XIII Amendment and Initial Certification
This change inculcates the requirement that any
changes in the Bylaws by first approved by the membership before submission to
the Department of Financial Institutions for approval, with the exception of
changes in the Field of Membership.
Certification:
Normal certification changes in dates, signatures, etc.