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UW Credit Union Bylaws
Approved by the Office of Credit Unions, October 28, 2008
Article I: NAME AND PURPOSE
Section 1. Name.
The name of this credit union is University of Wisconsin Credit Union.
Section 2. Purposes.
The statutory purposes of this credit union are:
1) To encourage thrift among its members,
2) To create a source of credit at a fair and reasonable rate of interest,
3) To provide an opportunity for its members to improve their economic and social conditions, and
4) To perform the functions and exercise the powers designated for credit unions under applicable law.
The board of directors, from time to time, may amplify this purpose in a board policy statement which sets forth the credit union's mission, vision and values.
Article II: DEFINITIONS
In these bylaws:
(1) "Account" means any form of member savings or transaction account however denominated, and includes all accounts held at the credit union.
(2) "Affiliate of the University of Wisconsin System" as used in article III means any independent employing unit listed in the official directory of a UW System entity, or organizations otherwise officially referenced as an affiliate organization by a UW System entity.
(3) "Alumnus" means a person who has enrolled and participated in one or more course, class, conference or workshop offering under the auspices of a University of Wisconsin System entity, including extension programs, or by Edgewood College.
(4) "Articles" means the articles of incorporation of the credit union.
(5) "Association" means an organization of persons or groups having a common interest, most often related to some aspect of university or community life.
(6) "Board" means the board of directors of this credit union, unless the context otherwise requires, and "director" means a member of the board.
(7) "Board officers" includes the board chair, vice chair, (whether one or more) secretary and treasurer.
(8) "Branch" means any member service facility with or without staff which the credit union owns, shares or leases (except limited-function Automated Teller Machines).
(9) "Bylaws" means bylaws of the credit union.
(10) "Credit union" means the University of Wisconsin Credit Union unless the context otherwise requires.
(11) "Member in good standing" as used in these bylaws shall be as defined in board policy.
(12) "Members of the immediate family" includes, but is not limited to,
(a) The spouse, parent, children, stepparents, stepchildren, grandparents and grandchildren of each person eligible to be a member of the credit union under Article III, Section 1;
(b) Any other relative of any person eligible to be a member of the credit union under Article III, Section 1 or of the spouse of the eligible person, if the relative resides in the same household as the person; and
(c) Such other person as set forth in the written policies of the board.
(13) "National Board" means the National Credit Union Administration (NCUA) Board.
(14) "Office of credit unions" means the Office of Credit Unions for the State of Wisconsin.
(15) "Officer" includes board officers, the president, vice president(s) and any other employee formally designated by the board or the president as an officer of the credit union.
(16) "Organization" includes a corporation, limited liability company, partnership, cooperative, or any other legal entity recognized under the laws of the State of Wisconsin.
(17) "Ownership share" means the par value share purchased to establish a person's membership in the credit union as described in article III.
(18) "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the credit union or by any other person.
(19) "Public Depositor" has the meaning given to it in section 34.01(4), Wis. Stats.
Article III: MEMBERSHIP
Section 1. Eligibility for Membership.
Any current or former employee, an enrolled or current student or alumnus of the University of Wisconsin System, Madison College or Edgewood College, Madison, Wisconsin; any current or former employee of this credit union, of an affiliate of the University of Wisconsin System, or of Covance Clinical Research Units, Inc., (formerly Bessalar or Hazelton Laboratories America, Inc.), Madison, Wisconsin; or of the Wisconsin Interscholastic Athletic Association; persons residing or employed, enrolled in or attending school within a five-mile radius of the headquarter's office or any branch location; a public depositor, any employee of this credit union, and any member of the immediate family of any other eligible person may become a member of the credit union in the manner provided in these bylaws. Any organization or association may become a member of the credit union if a majority of the directors, owners or members thereof are eligible for membership in the credit union. In addition, any organization or association that has a business location within the geographic areas, described earlier in this paragraph, is eligible for membership in the credit union. Furthermore, any trust may become a member of the credit union if a majority of the persons who are settlor(s), trustee(s) and beneficiary(ies) are eligible for membership in the credit union.
Section 2. Membership Rights.
The rights of members of this credit union shall be determined and exercised in accordance with applicable laws, the articles and bylaws of the credit union and the policies of the board. Only a "member in good standing," as defined in board policy shall be eligible to: a) receive notice of any meeting of members, b) vote, c) serve as a director of the credit union and d) hold accounts at the credit union.
Section 3. Application for Membership.
A person eligible for membership who completes an application in acceptable form and purchases at least one (1) ownership share in the credit union shall be admitted to membership, unless the application is rejected by the board or its delegatee.
Section 4. Termination of Membership.
A member whose accounts are closed and other business relations terminated shall thereby cease to be a member of the credit union and shall be ineligible to hold any other form of investment in this credit union. Any person whose membership terminates under this section may be readmitted to membership, at the discretion of the board or its delegatee, by purchasing an ownership share at the par value at the time of readmittance.
Section 5. Expulsion of Members.
The board may expel a member from the credit union if the member neglects or refuses to comply with applicable law, these bylaws, applicable policies of the credit union, or for any other just cause.
Section 6. Procedures for Expulsion.
No member may be expelled from the credit union until the member has been informed in writing of allegations which provide a basis for the initiative to expel the member, and until the member is given an opportunity after written notice to appear before the board or its designated hearing agent within 90 days after the date of the expulsion notice for the purpose of rebutting the allegations.
Section 7. Payments Upon Expulsion or Termination.
If membership is terminated under article III, section 4 of these bylaws or the member is expelled by the board under article III, section 5:
(a) The credit union shall pay any dividend earned by the member through the date of expulsion or termination.
(b) The credit union shall pay to the member upon expulsion or termination any remaining unencumbered funds and any dividend entitlement the member has in his or her accounts. Payments under this paragraph shall be subject to article VIII, section 3(b) and (c) and any rights and limitations under applicable law.
(c) Expulsion or termination of membership shall not operate to relieve the member of any existing liability to the credit union, and the credit union can exercise the right of offset to recover any funds which are due and payable to it from the member.
Section 8. Loss of Qualifying Status.
A member who ceases to qualify for membership under section 1 of this article may retain full membership in the credit union at the discretion of the board.
Article IV: MEETINGS OF MEMBERS AND VOTING
Section 1. Voting.
Each member shall have one (1) vote, regardless of how many account relationships the member has with the credit union. A member may not vote by proxy. Organizations or associations which are members of the credit union, if any, may be represented by one (1) person duly authorized to represent the organization or association. A trust shall be represented by the trustee. Unless otherwise provided by the board at its previous organizational meeting, no member who is a natural person under the age of majority shall be allowed to vote.
Section 2. Meetings.
The credit union shall hold an annual meeting of the members before July 1 of each year at such time and place as the board shall designate. Special meetings of the members may be called at any time by order of the board. Special meetings shall be called by the secretary upon the written request of not less than two percent (2%) of the total membership.
Section 3. Notice of Meetings.
The board shall determine annually the date, time and place of the annual meeting of the membership, and the manner in which the membership shall be notified of annual and special meetings. At least twenty (20) days prior to the date selected for any annual or special meeting, the membership shall be given notice of the annual or special meeting by mail to each member at the member's last known address, otherwise delivered to each member, or published as a class 1 notice in a newspaper of general circulation in each municipality in which the credit union maintains an office. The notice shall specify the date, time, place and purpose of the annual or special meeting and such other information as the board shall determine consistent with these bylaws, except that the notice of any special meeting shall state the purpose of the meeting. Special notice requirements which apply to bylaws amendments to be considered at membership meetings are set forth in article XI, sections 2 and 3.
Section 4. Record Date.
For purposes of determining members entitled to notice of or to vote at any meeting, members entitled to request a special meeting under section 2 of this article, or in order to make a determination of members for any other proper purpose, the board may fix a future date, not more than 70 days before the date on which the particular action requiring this determination of members is taken, as the record date. If no record date is established by the board, the record date shall be as follows:
(a) Except as provided in Sections 4(b)-(d) below, with respect to an annual members' meeting or any special members' meeting called by the board or any person specifically authorized by the board or these bylaws to call a meeting, at the close of business on the day before the first notice is delivered to members.
(b) With respect to any election of directors conducted under article V, section 4, at the close of business on the day before the first ballot is delivered to members.
(c) With respect to a special members' meeting requested by members, on the date the first member signs the request.
(d) With respect to any other matter for which such a determination is required, as provided by law.
When a determination of the members entitled to vote at any members' meeting has been made as provided in this section, the determination shall apply to any adjournment of the meeting unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
Section 5. Quorum.
Fifteen (15) members eligible to vote at meetings of the members shall constitute a quorum at any annual or special meeting. If a quorum is not present at an annual or special meeting, on the date specified in the notice of meeting, it shall be adjourned for at least thirty (30) days and a second notice shall be mailed to each member at the member's last known address, otherwise delivered to each member, or published as a class 1 notice in a newspaper of general circulation in each municipality in which the credit union maintains an office. The notice shall specify the date, time, place and purpose of the adjourned meeting. Notwithstanding the remaining provisions of this section, the number of members present at the place and time specified in the notice of the adjourned meeting shall constitute a quorum for the transaction of all business appropriate to the purpose of the meeting.
Section 6. Actions by Members.
(a) At any membership meeting, if the formal meeting notice so indicates, a majority of the members present may direct the board to do any of the following:
1. Consider implementing any policy proposed by the members.
2. Reconsider any decision of the directors, officers or committees.
(b) At any meeting, if the formal meeting notice so indicates, the members may, by a three-fourths vote of the members present, do any of the following:
1. Remove any director.
2. Amend these bylaws in accordance with article XI, section 2.
If, in the judgment of the board chair or the otherwise presiding officer of the membership meeting, the wording of the bylaws amendment enacted by members under this section, differs significantly in meaning and effect from the proposed bylaws language shared with the entire membership as a part of the formal meeting notice, she or he shall stay the implementation of the amendment and within 90 days of the membership meeting initiate a mail referendum ballot to all members enabling them to vote on such amendment. Approval will require a three-fourths vote of the members voting.
Article V: BOARD OF DIRECTORS
Section 1. Number and Qualifications.
The board shall consist of nine (9) members, all of whom shall have been members of the credit union for at least one year prior to the record date, shall be at least 21 years of age, shall be eligible to vote at credit union meetings, shall be eligible to meet the requirements for faithful performance bonding, and shall not be a paid employee of the credit union, other than the President, or the spouse of a paid employee of the credit union, unless that person resigns his/her employment with the credit union prior to taking office. Each director shall hold office until the earlier of (i) his or her successor being elected or appointed and signing the oath of office or (ii) his or her death, resignation or removal. A director may resign at any time by filing his or her resignation with the secretary.
Section 2. Terms.
As their terms expire and at each annual meeting thereafter, a corresponding number of directors shall be elected to serve for the term of three (3) years.
Section 3. Election at Annual Meeting.
Unless an election is to be by an alternate method as provided in section 4 of this article, directors shall be elected by the members present at the annual meeting in the following manner:
(a) The chair may appoint a nominating committee of not fewer than three (3) members of the credit union. If appointed, the nominating committee shall nominate one (1) or more members in good standing and eligible to vote at meetings of the members for each vacancy on the board, including any unexpired term occupied by a director appointed by the board under section 6 of this article.
(b) After the nominations of the nominating committee, if any, have been placed before the members at the annual meeting, the chair shall call for and accept nominations from the floor. When nominations are closed, the votes shall be taken and tallied by the tellers and the results shall be announced. Except as provided in section (c) following, all elections shall be determined by plurality vote, and shall be by ballot except when the number of nominees does not exceed the number of vacancies to be filled.
(c) If two (2) or more candidates for director receive an equal number of votes, and resolution of the tie vote affects the election of one (1) or more directors, the members present at the annual meeting shall either elect by a plurality vote the appropriate number of directors from among the candidates who received the equal number of votes in the initial balloting, or shall authorize those candidates to resolve the tie vote by a drawing of lots.
Section 4. Alternate Election Method.
The election of directors may be conducted by mail ballot, audio-response, personal computer connected to the credit union system, and/or voting machines if authorized by the board at the previous year's organizational meeting of the board of directors. Alternate election process shall normally include the following steps:
(a) The chair may appoint a nominating committee of not fewer than three (3) members of the credit union. If appointed, the nominating committee shall nominate one (1) or more members in good standing and eligible to vote at meetings of the members for each vacancy on the board, including any unexpired term occupied by a director appointed by the board under section 6 of this article.
(b) Written, electronic and posted notice to all members of the election and vacancies, together with an invitation, (printed or electronic) application form and submission deadline for interested members to apply to the nominating committee for consideration.
(c) Submission of the nominating committee's recommended slate of nominees to the board chair.
(d) Written notice, concurrent with (c) above, to each applicant who was not selected by the nominating committee, advising the applicant that his or her name will be placed on the ballot if, within twenty-one (21) calendar days after the date of the notice, the member secures by petition and presents the signatures of at least 750 credit union members eligible to vote in board elections as of January 1 of the current election year requesting that the non-selected applicant's name be placed on the ballot.
(e) Electronic or written distribution of final ballot and voting deadline to all members. The ballot shall contain a brief biographical sketch and purpose of candidacy statement from each nominee.
(f) Appointment by the board chair of a ballot teller(s) to validate voter's membership status, prepare a final vote tally and present the election results at the annual membership meeting.
(g) Except as provided in section 4(h) following, all elections shall be determined by plurality vote.
(h) If two (2) or more candidates for director receive an equal number of votes and resolution of the tie vote affects the election of one (1) or more directors, the members of the credit union present at the annual meeting shall either elect by plurality vote the appropriate number of directors from among the candidates who received the equal number of votes in the initial balloting or shall authorize the candidates to resolve the tie vote by a drawing of lots.
Section 5. Removal from Office.
(a) The board shall remove a director if:
1. The director withdraws from membership in the credit union;
2. The director causes a loss to the credit union because of delinquency or a known conflict of interest;
3. The director is unable to be bonded for all activities of the credit union;
4. The director refuses to sign the oath of office or knowingly and willfully violates the oath of office; or
5. In the judgment of the board, removal of the director is in the best interests of the credit union.
(b) A director who is removed under this section shall be given notice of removal and may petition the Board of Directors to reconsider its decision.
Section 6. Vacancies.
Except as provided in section 5(b) of this article, the board shall by a vote of a plurality of the directors then holding office appoint a member of the credit union to fill any vacancy occurring on the board within 60 days of the vacancy. Appointments under this section shall be valid only until the first annual meeting held after the date of appointment. In accord with the provisions of article IV, the members shall elect a director to serve for the balance of the unexpired term.
Section 7. Meetings; Quorum.
(a) An organizational meeting of the board shall be held within thirty (30) days after each annual meeting, and thereafter the board shall meet at least monthly, unless an executive committee is appointed under section 8(b) of this article. At all meetings of the board, five (5) directors shall constitute a quorum. Except as otherwise provided in these bylaws, all matters presented to the board shall be decided by vote of a majority of the directors present.
(b) Except as otherwise provided in these bylaws, regular meetings of the board shall be held at the time and place fixed by resolution of the board. Notice of all meetings shall be given to directors by the secretary in such manner as the board from time to time by resolution prescribes. A director's attendance at any meeting of the board constitutes his or her waiver of notice of that meeting unless the director attends and objects at the meeting to the transaction of business because proper notice was not given. Otherwise, no waiver of notice of any meeting is valid unless made in writing.
(c) Special meetings of the board may be called by the chair or by any three (3) directors upon at least three (3) days prior notice to all directors.
(d) The board may, with prior notice to all directors indicating official business may be transacted, hold special meetings by telephone conference call or any other means of communication by which all participants have simultaneous hearing and speaking or messaging capability. A special meeting conducted as provided under this section for which all directors have received actual notice at least 72 hours prior to the time the telephone conference is actually held shall be deemed to have satisfied the notice requirements of this section.
Section 8. Powers and Duties of the Board of Directors.
The board shall be responsible for the financial oversight and final decision-making authority over the affairs, funds and records of the credit union in accordance with applicable law, the articles and the bylaws of this credit union. Subject to limitations established in these bylaws, the board shall have all of the powers and duties established under applicable law.
(a) The board's authority shall include but not be limited to the following. Such authority may be delegated; however the board retains ultimate accountability for all activities so delegated.
(1) Act upon all applications for membership, unless the board delegates that responsibility.
(2) Establish written policies to expel members in accordance with article III, sections 4-6.
(3) Establish rates of interest for loans and dividend rates for deposit accounts or authorize an officer or committee of the credit union to establish such rates.
(4) Establish conditions applicable to all accounts, including the dividend period.
(5) Establish standards and guidelines governing the compensation of employees.
(6) Fill vacancies on the board, the executive committee, if any, the board officers, if any, by appointment in accordance with these bylaws.
(7) Establish written loan policies which include applicable loan limits, collateral acceptable for secured loans and the approval process where a director, officer or employee provides security as a comaker, guarantor, endorser or other surety.
(8) Fix the amount of surety bond which shall be required of each officer and employee having custody of funds as provided in article X, section 5.
(9) Designate the depository(ies) to be used by the credit union.
(10) Act on applications for loans submitted by loan officers, if any, unless the board delegates that responsibility by separate action.
(11) Make recommendations for meetings of the members regarding agenda matters which in the opinion of the board should be decided by the members.
(12) Appoint any committee the board considers necessary.
(13) Borrow money from any source as permitted by applicable law.
(14) Perform all other duties imposed upon the board by these bylaws and applicable law.
(b) The board may appoint an executive committee consisting of at least three (3) board officers. If appointed, the executive committee shall meet as often as necessary, and the board shall meet at least quarterly. The executive committee may be empowered to act on behalf of the board between board meetings. The board may delegate all or any part of its powers to the executive committee, subject to any conditions or limitations the board may choose to impose. The executive committee shall not have the authority to alter, rescind, or modify an action previously taken by the board, without the express consent of the board.
(c) The board may by majority vote rescind any board officer or loan officer authority or remove a committee member.
Section 9. Compensation.
Except as otherwise authorized by applicable law, no director may receive any compensation from this credit union other than reimbursement for out-of-pocket expenses incurred as a result of his or her services as a director. Nothing in this section prohibits payment of compensation to board officers or the president in accordance with article VI, section 9, nor payment to any director for reasonable health, accident or similar insurance.
Article VI: BOARD OFFICERS AND MANAGEMENT STAFF
Section 1. Board Officers and President.
(a) The board officers of this credit union shall be a chair, a vice chair, a secretary and a treasurer. The chair, vice chair, secretary and treasurer shall be elected at the organizational meeting of the board from among the directors then holding office. Elected board officers may be re-elected to succeed himself or herself. Unless sooner removed as provided in article V, section 8, the chair, vice chair, secretary and treasurer shall hold office until the organizational meeting of the board following the next annual meeting of the members and until election and qualification of their respective successors.
(b) The board shall appoint a president who may or may not be a director of the credit union. The president shall serve at the pleasure of the board.
Section 2. Vacancies.
Whenever an elected board officer vacancy shall occur, the board shall promptly fill such vacancy from among the directors then holding office. Any person appointed to fill such a vacancy under this section shall serve until the organizational meeting of the board following the next annual meeting of the members and until a successor is duly elected and qualified.
Section 3. Chair of the Board.
The chair shall preside over all meetings of the members and at all meetings of the board. The chair shall also perform such other duties as customarily appertain to the office of an elected board chair or as directed to perform by resolution of the board not inconsistent with applicable law and these bylaws.
Section 4. Vice Chair of the Board.
The vice chair shall, in the absence or disability of the chair or in a case of vacancy in the office of chair, perform the duties of the chair and such other duties as may from time to time be prescribed by the board not inconsistent with applicable law and these bylaws.
Section 5. President.
The president shall be the chief executive officer of the credit union and shall be in active charge of managing the credit union's day-to-day operations under the control and direction of the board. Subject
to such limitations and controls as may be imposed by the board, and subject to delegation by the board of any of the following responsibilities to other persons, the president shall:
(a) Have custody of all funds, securities, valuable papers and other assets of the credit union.
(b) Have authority to sign all notes of this credit union, and all checks, drafts and other orders for disbursement of the credit union's funds and have loan officer authority.
(c) Provide and maintain full and complete records of all assets and liabilities of this credit union.
(d) Prepare and submit monthly to the board a complete financial statement showing the condition of the credit union as of the end of the month for which the statement is made, including a listing of delinquent loans categorized according to the period of delinquency. Prior to the following annual meeting, the president shall make copies of the most recent annual statement available in the branches or upon request.
(e) Prepare and forward to the office of credit unions such financial and other reports as that office may require, and maintain all books and records of the credit union in an accounting manner acceptable to the office of credit unions.
(f) Except as provided in article VIII, section 6, cause funds deposited in the credit union to be deposited within a reasonable period of time in one or more depositories designated by the board.
(g) Perform such other duties as directed by the board not inconsistent with applicable law and these bylaws.
Section 6. Secretary.
The secretary shall assure that full and correct records of all meetings of the members and of the board are prepared and maintained, such records shall be prepared within twenty (20) days after the respective meetings. The secretary shall cause to be given in the manner prescribed in these bylaws proper notice of all meetings of the members and of the board, and shall perform such other duties as the secretary may be directed to perform by the board not inconsistent with applicable law and these bylaws.
Section 7. Treasurer.
The treasurer shall assure preparation and provision of appropriate reports to the members of the credit union. The treasurer shall also perform any other duties as directed by the board not inconsistent with applicable law and these bylaws.
Section 8. Management Staff.
The president may appoint one or more vice presidents, associate or assistant vice presidents and may hire and discharge the employees of the credit union. In the president's temporary absence, the president may designate a vice president or board officer to act on the president's behalf. If the president is disabled or the position vacant, the board may appoint an acting or interim president as it deems appropriate.
Section 9. Compensation.
The compensation of the board officers and the president shall be fixed by the board. The compensation of all other employees shall be established by the president, consistent with standards and guidelines established by the board.
Article VII: MEMBER OWNERSHIP SHARES
Section 1. Par Value of Member Ownership Share.
The par value of a member share shall be five dollars ($5.00). If the par value of a member share increases, no person who purchased a member share at a lower par value shall be required to pay in additional funds on the member's share account as long as the person's membership remains in effect.
Section 2. Shares Issued to Minors or Held in Trust.
(a) Shares may be issued in the name of a minor, and may be withdrawn by the minor or by the minor's guardian in accordance with applicable law, and, in either case, such payments on such withdrawals shall be valid.
(b) If shares are to be held in trust for a specific beneficiary, the name and residence of the beneficiary shall be disclosed to the credit union, and the account shall be held in the name of the trustee for the beneficiary. If no other notice of the existence and terms of trust has been given in writing to the credit union such shares and/or deposits may, upon the death of the trustee, be withdrawn by the person for whom the amount of such shares and deposits was paid in or by the person's legal representative.
Section 3. Joint Accounts.
The credit union may establish accounts, including deposit accounts, for two (2) or more members and for a member and any other person or persons designated by the member, payable to either or payable to the survivor. The person first named on any such joint account shall be a member of the credit union. A non- member named in the joint account shall not thereby acquire the right to vote, obtain loans or hold office in the credit union. Any shares, deposits or dividends thereon may be paid to any one or more of the persons named in the account whether or not the others are living, and the receipt or acquiescence of the person so paid shall be valid and sufficient release and discharge of the credit union for any payment so made.
Article VIII: ACCOUNTS
Section 1. Accounts.
The credit union may accept from members any form of accounts approved by the board.
Section 2. Transfer of Accounts.
No member or employee of this credit union may, as an individual or corporate account representative, discount or directly or indirectly purchase any shares or accounts from any other member.
Section 3. Withdrawals.
(a) Except as provided in section (b) and (c) of this section, money paid in on shares or into any accounts may be withdrawn as provided in these bylaws on any day on which the office(s) of the credit union is open for the transaction of business or via authorized electronic means, subject to credit union funds availability policies.
(b) The board shall have the right, at any time, to require members and other account holders to give thirty (30) days prior written notice of intention to withdraw the whole or any part of the amount so paid in by them.
(c) The credit union may restrict, to the extent permitted by applicable law, the withdrawal of funds subject to consensual or statutory liens, levies, garnishments, or forfeitures.
(d) The credit union may restrict, to the extent permitted by applicable law, withdrawal of funds until there has been final payment of the item(s) constituting the deposit.
(e) Except to the extent that the shares and deposits exceed his or her total primary and contingent liability to the credit union, no member or other person may withdraw funds from any share or deposit account held by the credit union without prior written loan officer approval if the shares or deposits are pledged as security on a loan made by the credit union; and either:
(1) The member or any other person on the account is delinquent as a borrower on a loan made by the credit union; or
(2) The member or any other person named a comaker, endorser, surety or guarantor for any borrower is delinquent on any loan made by the credit union.
Section 4. Fees.
The board may establish appropriate fees for services provided to members subject to limitations imposed by applicable law, if any.
Section 5. Statement of Account.
(a) Except as provided in section 5(b) and (c) following, or unless a member waives it, the credit union shall provide each member at least semiannually a statement or other record of the member's accounts in which shall be entered all moneys paid by the member to the credit union and all moneys received by the member from the credit union, subject to limitations imposed by applicable law, if any. The statement of account or an electronic equivalent shall be the official receipt of the member, and shall be retained by the member.
(b) Unless applicable law would require more frequent statements, the credit union shall not be required to provide a semiannual statement of account to any member who has neither deposited funds into the member's accounts nor withdrawn funds from the member's accounts during the period to which the semiannual statement applies. However, the credit union shall provide each member with a statement or an electronic equivalent of the member's accounts at least annually, even if no transaction has occurred in the accounts during the twelve (12) months preceding the statement.
(c) To the extent the credit union offers passbook savings accounts, as defined by the rules of the office of credit unions, and to the extent applicable law would not provide to the contrary, said passbook shall be the official receipt of the member and shall be retained by the member at all times except when presented for payment, withdrawal or entry of dividends or interest.
Section 6. Automatic Deposit Agreement.
The board may enter into one (1) or more agreements with depository institutions, including corporate central credit unions, under which the depository institution is authorized to remove mail from a lock box designated by the board, to separate checks and drafts payable to the order of the credit union from the remainder of correspondence with the credit union, to deposit such checks in the account of the credit union at the depository institution, and to forward the remainder of the correspondence to the credit union.
Section 7. Share Check Authority.
(a) Share Check. The board may permit credit union members to use off-premises member savings withdrawal procedures (share checks). Members' share checking accounts shall be segregated in accounts separate from other forms of members' savings. The board may establish special rules, regulations and other conditions applicable to member share checking accounts. The credit union shall provide each member maintaining a share checking account with a complete monthly statement or an electronic equivalent of his or her account, unless a member requests a less frequent period subject to limitations imposed by applicable law. The statement or electronic equivalent shall provide a beginning balance, all debits and credits applicable to the account identified by date, and a closing balance. Debits resulting from the payment of share checks shall be further identified by check number.
(b) Other Account Transaction Initiated Off-Premises. The board may permit credit union members to use authorized electronic means and card-based services to access their account information, and initiate payments, transfers and deposits.
Article IX: LOAN OFFICERS AND DUTIES
Section 1. Loan Officers.
The president shall appoint one or more loan officers whose term shall expire each year at the organizational meeting of the board. Loan officer(s) shall maintain full and correct records of all actions taken. These records shall be prepared in a timely fashion.
Section 2. Loan Applications.
(a) All loans made by the credit union shall be made in accordance with applicable law, these bylaws and written lending policies established by the board.
(b) Applications for loans shall be documented and acknowledged by the member, and shall state the security or collateral offered, if any, and such other information as may be required by a loan officer.
Section 3. Participation Loans.
Subject to rules established by the Office of Credit Unions, the credit union may participate with other lenders in a loan, provided the credit union acting alone could make the type of loan contemplated.
Section 4. Duties of Loan Officers.
(a) Except as otherwise provided herein, all loans made by the credit union and all terms of such loans shall be approved by a loan officer or the board. The board or its designee shall act on all loan applications of the loan officers. Any applicant who is denied a loan may request reconsideration as provided in lending policies established by the board and consistent with applicable law.
(b) Loan officers or the board shall examine the financial condition of each applicant for a loan to ascertain the ability of the applicant and any surety to pay fully and promptly their obligations. An endorser, comaker, guarantor or other surety shall provide the loan officer or board with evidence of his or her ability to repay the obligation of the member.
Section 5. Security for Loans.
Within the limits of the lending policies established by the board, loan officers shall determine the security required for each loan. The security furnished shall be consistent with applicable law and sound lending practices.
Section 6. Line of Credit.
Loan officers may approve in advance, upon application by a member, an extension of credit in accordance with written lending policies and loans may be granted within the limits of the extension of credit. Any such extension of credit shall be reviewed in accordance with applicable law.
Article X: FINANCIAL MANAGEMENT
Section 1. Dividends.
The board shall establish the dividend period, and rate and terms of payment of dividends in accordance with applicable law. The rate and terms of payment may be established and guaranteed in advance by the board. The board may classify share accounts, and may declare dividends at variable rates for each type of account.
Section 2. Reserves.
The credit union shall establish and maintain statutory reserves in the manner and in at least the amounts required by applicable law. The board may also establish other reserves. The board shall maintain adequate reserves over payments of dividends to insure the financial stability of the credit union.
Section 3. Fiscal Year.
The fiscal year of the credit union shall end on December 31 of each year.
Section 4. External Audit.
(a) The audit committee of the board shall appoint a licensed public accounting firm to audit the records, accounts and affairs of the credit union annually. Upon completion of each audit, the auditor shall make a written report of the auditor's activities, findings and recommendations to the board, such report shall be retained in the records of the credit union. The auditor's report on the credit union's annual financial statements shall also be presented to the membership at the annual meeting following the completion of the audit.
(b) The auditor shall verify or cause to be verified, under controlled conditions, all member accounts with the records of the credit union in a manner required by the National Board.
Section 5. Bonds.
The board or its designee shall at least annually review the fidelity bond and general insurance coverage in force in order to ascertain its adequacy in relation to risk exposure and to the minimum requirements fixed from time to time by the National Board and applicable law.
Section 6. Investments.
The board may authorize investment of credit union funds in accordance with the established board investment policy and applicable credit union law.
Article XI: AMENDMENT OF BYLAWS
Section 1. Amendment by Board.
These bylaws may be amended, altered or repealed in any manner not inconsistent with applicable law by a majority vote of the board of directors at any duly convened meeting of the board with prior notice of the proposed bylaws change(s). However, no motion or resolution amending or repealing any bylaws shall be adopted at a meeting of the board held on the same day upon which the motion or resolution is offered.
Section 2. Amendment by Members.
These bylaws may be amended by a three-fourths (3/4) vote of the members present at any annual or special meeting of the members, if all notice and other requirements herein applicable to amendment of these bylaws are satisfied.
Section 3. Meeting Notice to Contain Amendment Language.
An amendment to the bylaws may be considered and acted on at a membership meeting only if the proposed amendment is included verbatim in the formal notice of such meeting. Meeting actions on such amendments are subject to the provisions of article IV, section 6(b)2.
Section 4. Approval.
No amendment, alteration, or repeal of these bylaws shall become effective until filed with and approved by the office of credit unions.
Article XII: GENERAL PROVISIONS
Section 1. Confidentiality; Oath.
(a) Directors, officers, members of committees, and employees of this credit union shall hold in confidence all transactions, records and accounts of this credit union, as well as the financial affairs of each member, except where state or federal law, security requirements or sound lending practices permit disclosure.
(b) Immediately following each annual meeting, all directors, committee members and employees shall take an oath of office in the form prescribed by the director of credit unions and each oath shall be filed with other records of the credit union.
(c) If an individual refuses to sign the oath of office or knowingly and willfully violates the oath of office, the board shall remove that individual as a director, officer, or committee member or shall direct that the individual be terminated as an employee.
Section 2. Pecuniary Interest.
No director, officer, committee member, agent or employee of this credit union shall in any manner, directly or indirectly, participate in the deliberation upon or the determination of any question affecting his/her own pecuniary interest or the pecuniary interest of anyone related by blood, marriage or adoption, or having a close relationship with emotional ties or any organization or association in which he/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 shall withdraw from such deliberation or determination.
If a director withdraws from any deliberation or determination, the remaining qualified directors present at the meeting may exercise all powers of the board, provided the number of directors present, including the disqualified directors, constitutes a quorum.
Section 3. Conduct of Meetings.
All meetings of the board and all annual and special meetings of the members shall be conducted in accordance with the procedures defined in the most recent edition of Robert's Rules of Order when not inconsistent with these bylaws or any special rules of order the body may adopt.
Article XIII: INDEMNIFICATION
Section 1 . Mandatory Indemnification.
The credit union shall, to the maximum extent permitted under chapter 186 of the Wisconsin Statutes, as amended, indemnify and allow payments or reimbursement for the reasonable expenses of any person who was or is a party or threatened to be made a party to any proceeding, by reason of the fact that he or she is or was a director, officer, employee or agent of or volunteers services to the credit union; or is or was serving at the request of the credit union as a member of any committee or a director or officer of any other corporation or enterprise. Such right of indemnification shall inure to the benefit of the estate and personal representative of such a person.
Section 2. Supplementary Benefits.
In addition to the indemnification rights provided in section 1, the credit union may, but shall not be required to, provide the following benefits:
(a) Insurance on behalf of one or more such persons;
(b) Individual or group indemnification agreements with one or more of such persons; and
(c) Advances for related expenses of such person.
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