University of Wisconsin Credit Union Bylaws
Article I: Name and Purpose
Section 1. 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 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, Madison College or Edgewood College.
(4) “Articles” mean 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" or “Board of Directors” means the Board of Directors of this Credit Union, unless the context otherwise requires, and “Director” means a member of the Board.
(7) “Board Executives” includes the Board Chairperson, Board Vice Chairperson, (whether one or more) Board Secretary and Board 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" or this Credit Union means the University of Wisconsin Credit Union unless the context otherwise requires.
(11) "Members of the immediate family” includes, but is not limited to:
(a) The spouse, parents, children, stepparents, stepchildren, grandparents and grandchildren of each person eligible to be a member of the Credit Union under Article III, Section (1)(b);
(b) Any other relative of any person eligible to be a member of the Credit Union under Article III, Section (1)(b) 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.
(12) “National Board” means the National Credit Union Administration (NCUA) Board.
(13) "Office of Credit Unions” means the Office of Credit Unions for the State of Wisconsin.
(14) “Officer” means a corporate officer of the Credit Union which shall be the president, who is the chief executive officer, an assistant corporate secretary if so appointed by the Board, and any other executive vice president, chief officer, vice president, associate vice president, Credit Union employee, or agent so required to be designated by the Board as an officer of the Credit Union or appointed by the president pursuant to Article VI, Section 8.
(15) “Organization” includes a corporation, limited liability company, partnership, cooperative, or any other legal entity recognized under state or federal law.
(16) "Ownership share" means the par value share purchased to establish membership in the Credit Union as described in Article III.
(17) “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.
(18) “Public Depositor” has the meaning given to it in Section 34.01(4), Wis. Stats.
Article III: Membership
Section 1. Membership Eligibility and Rights
(a) 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. A member who is disruptive to credit union operations may be subject to limitations on services and access to credit union facilities.
(b) 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 Wisconsin resident who is currently enrolled or has attended any accredited institution of higher education; any current or former employee of this Credit Union, of an affilia¬te 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, 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 if a majority of the directors, owners or members thereof are eligible for membership. In addition, any organization or association that has a business location within the geographic areas, set forth under Article III, Section 1(b), is eligible for membership. Furthermore, any trust may become a member if a majority of the persons who are settlor(s), trustee(s) and beneficiary(ies) are eligible for membership.
Section 2. Application for Membership
Any 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. An amount equivalent to the value of the required number of shares deposited in any account in the Credit Union may be treated as the membership share.
Section 3. Termination of Membership
A member who withdraws all of that member’s shareholdings 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 at least one (1) membership share.
Section 4. Limitation of Services
The Credit Union may, if the Board has adopted a written policy, deny or limit access to specific member services and privileges including involuntary account closure, if a member engages in conduct which is in violation of Board policy or membership account agreement, fails to fulfill loan repayment obligations to the Credit Union, or for any other just cause. The Credit Union shall provide written notice to the member on the limitation of services and shall state the reason(s).
Section 5. Expulsion of Member
If the Board has adopted a written policy, a member may be expelled from the Credit Union if the member neglects or refuses to comply with Chapter 186 of the Wisconsin Statutes, these Bylaws, Board policy, terms of the membership account agreement or for any other just cause.
Section 6. Procedures for Expulsion
The member shall be provided a written notice of the reason for proposed expulsion. The notice shall include a description of the member’s right to petition the Board for reconsideration of the member’s expulsion, as well as the time period within which a petition must be filed. If a member petitions the Board for reconsideration in writing within forty-five (45) days of receipt of the expulsion notice, the Board shall reconsider the expulsion within ninety (90) days after the date of the expulsion notice.
Section 7. Payments Upon Expulsion, Termination or Limitation of Services
If a member is expelled by the Board or if the membership is terminated by operation of these Bylaws:
(a) The Credit Union shall pay to the member upon expulsion or termination, or involuntary account closure, funds the member has on account as funds become available and after deducting any amounts due to the Credit Union. Payments under this paragraph shall be subject to Article VIII, Section 3(b) and (c) and any rights and limitations under applicable law.
(b) Expulsion, termination of membership or involuntary account closure 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.
Section 9. Access to Records
(a) No member has the right to observe meetings of the Board of Directors, or committees of the Board of Directors, except if permitted by policies of the Board of Directors.
(b) A group of members of the Credit Union has the right, upon submission of a petition to the Credit Union as described in this Section, to inspect and copy non-confidential portions of the Credit Union’s accounting books and records and minutes of the proceedings of the Credit Union’s members, Board of Directors, and committees of Directors. At least one percent (1%) of the Credit Union’s members, with a minimum of 20 members and a maximum of 500 members, must sign the petition. Each member who signs the petition must have been a member of the Credit Union for at least 180 days at the time the petitioners submit the petition to the Credit Union.
i. A petition for inspection of records must describe the particular records to be inspected and state a proper purpose for the inspection. The petition must state that the petitioners as a whole, or certain named petitioners, agree to pay the direct and reasonable costs associated with search and duplication of requested material. The petition must also state that the inspection is not desired for any purpose other than the stated purpose and that the members signing the petition will not sell or offer for sale any information obtained from the Credit Union. The petition must name one member, and one alternate member, who will represent the petitioners on issues such as inspection procedures, costs and potential disputes.
ii. The Credit Union must respond to petitioners within fourteen (14) days of receiving a petition. In its response, the Credit Union will inform petitioners either that it will provide inspection of the requested material and, if so, when or if the Credit Union is going to withhold all or part of the requested material, it must inform petitioners what part of the requested material it intends to withhold and the reasons for withholding the requested material. As soon as possible after receiving a petition, the Credit Union must schedule inspection and copying of non-confidential requested material it determines petitioners may inspect and copy. Inspection may be made in person or by agent or attorney and at any reasonable time or times. The Credit Union may, at its option, skip inspection and deliver copies of requested documents directly to the petitioners. If the Credit Union denies inspection because the petitioners have failed to obtain the minimum number of valid signatures, the Credit Union must inform the petitioners which signatures were not valid and why.
iii. Members do not have the right to inspect any portion of the books, records, or minutes of the Credit Union if:
- Applicable law or regulation prohibits disclosure of that portion;
- The publication of that portion could cause the Credit Union predictable and substantial financial harm;
- That portion contains nonpublic personal information;
- That portion contains information about Credit Union employees or officials the disclosure of which would constitute a clearly unwarranted invasion of personal privacy.
iv. The Credit Union may charge petitioners the direct and reasonable costs associated with search and duplication. The Credit Union may not charge for other costs, including indirect costs or attorney’s fees.
Article IV: Meetings of Members and Voting
Section 1. Voting
Each member shall have one (1) vote, irrespective of the member’s share total. A member may not vote by proxy. An organization or association member shall be represented by and have its vote cast by a duly authorized representative of the entity. A trust shall be represented by the trustee. No person shall be allowed to vote or shall be eligible to demand a special meeting until the person has been a member of the Credit Union for at least six (6) months prior to the record date. 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. In addition, special meetings shall be called by the Board Secretary upon the written request of not less than two percent (2%) of the total membership. The form and content of such written request for a special meeting shall be determined pursuant to Board policy. Such written requests shall state the purpose of the special meeting.
Section 3. Notice of Meetings
The Board shall determine annually the date, time and location of the annual meeting of the membership, and the manner in which the membership shall be notified of annual and special meetings.
The agenda of the annual meeting of the membership shall include those matters provided for by the Articles, Bylaws, and Chapter 186 of the Wisconsin Statutes. The Board by resolution may put before the annual meeting of the membership any matter, not inconsistent with the Articles, Bylaws or Chapter 186 of the Wisconsin Statutes which, in its judgment, should be considered by the members. By written request, received prior to the publishing of the meeting notice, of not less than one tenth of one percent (0.1%) of the entire membership, members may also put before the annual meeting of the membership any matter not inconsistent with the Articles, Bylaws or Chapter 186 of the Wisconsin Statutes.
At least twenty (20) days prior to the date of any annual or special meeting, the Board Secretary shall cause the membership to be given notice of the annual or special meeting by publishing a notice in the Credit Union’s periodic member newsletter, or alternatively, by delivery of the notice via U.S. mail, or electronic delivery method consistent with method used for delivery of the member’s membership savings account statement.
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 Bylaw amendments to be considered at membership meetings are set forth in Article XII, 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 demand 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 seventy (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 paragraph (b) 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 3, 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 demand.
(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 one hundred and twenty (120) days after the date fixed for the original meeting.
Section 5. Quorum
Twenty-five (25) 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 on the date specified in the notice of the meeting, the meeting shall be adjourned for at least one (1) week and a second notice shall be published in the Credit Union’s periodic member newsletter, or alternatively, by delivery of the notice via U.S. mail or electronic delivery method consistent with method used for delivery of the member’s savings account statement. 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 meeting, if the notice so indicates, a majority of the members present may direct the Board to do any of the following:
i. Consider implementing any policy proposed by the members.
ii. Reconsider any decision of the Directors, officers or committees.
(b) At any meeting, if the notice so indicates, the members may, by three-fourths (3/4) vote of the members present, initiate a ballot referendum of the entire membership to do any of the following:
i. Consider the removal of any Director.
ii. Amend these Bylaws in accordance with Article XII, Section 2.
(c) A ballot referendum of the entire membership, as contemplated by this Section, shall be conducted as follows:
i. The Record Date shall be the same as the annual or special meeting date on which the action was considered.
ii. The Board shall appoint ballot tellers for the referendum and approve any other reasonable and necessary process for the conduct of the ballot referendum.
iii. Eligibility to vote shall be as stated in Section 1 of this Article.
iv. Within ninety (90) days, the Board Secretary shall cause the delivery of printed or electronic ballots to the membership, and such ballots shall state the voting deadline, which shall be no less than ten (10) days nor more than forty (40) days.
v. Approval will require a majority of members voting in a ballot referendum.
Article V: Board of Directors
Section 1. Qualifications of Directors
No person may be elected or appointed as Director unless that person has been a member of the Credit Union for at least one (1) year prior to the Record Date, and shall be at least twenty-one (21) years of age at the Record Date. Further, no person or the spouse of a person who is a paid employee of the Credit Union may become a Director unless that person resigns his/her employment with the Credit Union prior to taking office.
Section 2. Number and Terms of Directors
(a) The Board shall consist of nine (9) duly qualified members.
(b) As their terms expire at each annual meeting, the members shall elect a Director to fill each vacancy on the Board, including an unexpired term occupied by a Director appointed by the Board under Section 5 of this Article. Except as provided in Section 5 of this Article, each Director elected by the membership shall be elected to serve for a term of three (3) years.
(c) Each Director shall hold office until 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 Board Secretary.
Section 3. Election Method
Election of Directors shall be conducted exclusively as follows:
(a) At least seventy-five (75) days prior to the date set for the annual meeting, the Chairperson shall appoint a nominating committee of not fewer than three (3) members of the Credit Union. The nominating committee shall nominate one (1) or more qualified members of the Credit Union for each vacancy on the Board, and for each unexpired term occupied by a Director appointed by the Board under Section 5 of this Article.
(b) Written, electronic and posted notice shall be made available 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) The nominating committee shall provide the Board Chairperson with a list of nominees at least sixty (60) days prior to the date set for the annual meeting.
(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) days after the date of the notice, the member secures by petition and presents the signatures of at least one percent (1%) of the 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. Such written notice shall enumerate the official number of members eligible to vote in Board elections as of January 1 of the current calendar year.
(e) If the number of members nominated by the Nominating Committee equals the number of vacancies on the Board, and if no member submits a valid petition, the Chairperson shall declare each nominee elected by acclamation at the annual meeting and there shall be no election by ballot. If such election includes both expired and unexpired terms, the expired three (3) year term(s) shall be apportioned to the nominee(s) with the longest tenure as a Director.
(f) In all other cases, at least thirty (30) days prior to the date set for the annual meeting, the Board Secretary shall undertake the delivery of a ballot containing the name and a brief biographical sketch and purpose of candidacy statement from each nominee to every member of the Credit Union eligible to vote at the member’s last-known address, along with a specific deadline for ballot return, which date shall be at least ten (10) days prior to the date of the annual meeting in order to be counted as valid votes for the election of Directors at the annual meeting. The ballots shall be provided to members using the same method, whether U.S. mail or electronic, the member has selected for the delivery of the periodic statement for the account holding their member ownership shares.
(g) Prior to the time of the annual meeting, the ballots shall be counted by the ballot tellers appointed by the Board of Directors, and the results shall be announced at the annual meeting. Except as provided in Section 3(h) of this Article, 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 candidates shall resolve the tie vote by a drawing of lots.
(i) If any election by ballot includes both expired and unexpired terms, the expired three (3) year term(s) shall be apportioned to the winning candidates with the highest vote totals. Unexpired terms of one (1) or two (2) years shall be apportioned to the remaining winning candidates after the expired terms have been awarded, with the longest term being awarded to the remaining candidate with the highest vote total. If two winning candidates have the same vote total the tie shall be resolved by the method described in paragraph (h) above.
Section 4. Removal From Office
(a) The Board shall remove a Director if:
i. The Director withdraws or is expelled pursuant to Article III, Sections 5 and 6, from membership in the Credit Union;
ii. The Director causes a loss to the Credit Union because of delinquency or a known conflict of interest;
iii. The Director is unable to be bonded for all activities of the Credit Union;
iv. The Director refuses to sign the oath of office or knowingly and willfully violates the oath of office; or
v. 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 5. Vacancies
The Board shall by a vote of a plurality of the Directors then holding office appoint a member of the Credit Union meeting the requirements of Article V, Section 1, to fill any vacancy occurring on the Board including a vacancy created by an increase in the number of Directors within sixty (60) days thereof. Except as noted below, appointments under this Section shall be valid only until the first annual meeting held after the date of appointment. If a vacancy occurs pursuant to this Section, the members shall elect a Director to serve for the balance of the unexpired term. For vacancies that occur prior to the provision of notice pursuant to Article V, Section 3(c), the election so required shall follow the provisions of that paragraph. If a vacancy occurs after the provision of notice as described above, the Director appointed to that vacancy shall serve until the next election cycle
Section 6. Meetings; Quorum
(a) An organizational meeting of the Board shall be held within thirty (30) days after each annual meeting, and elected Directors shall be seated. Thereafter the Board shall meet at least monthly, unless an executive committee is appointed under Section 7(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 Board 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 Chairperson or by any three (3) Directors upon at least seventy-two (72) hours prior to the meeting being noticed.
(d) The Board may hold regular or special meetings, including a meeting of the executive committee by telephone conference call or any other means of communication by which all participants may simultaneously hear each other during the meeting and all communication during the meeting is immediately transmitted to each participating Director, and each participant is able to immediately send messages to all other participants. If any meeting is conducted under this paragraph, all participants shall be informed that a meeting is taking place at which official business may be transacted.
Section 7. Powers and Duties of the Board of Directors
The Board shall be responsible for the general oversight and has final decision-making authority over the affairs, funds and records of the Credit Union in accordance with applicable law, the Articles and the Bylaws. Subject to limitations established in these Bylaws, the Board shall have all of the powers and duties established under Chapter 186 of the Wisconsin Statutes, as amended.
(a) The Board’s authority shall include but not be limited to the following:
- Act upon all applications for membership unless the Board delegates that responsibility.
- Establish written policies to expel members or limit services in accordance with Article III, Sections 4, 5, 6, and 7.
- Establish rates of interest on all loans or to authorize the President, an employee appointed by the President or a committee of the Credit Union to establish interest rates on loans.
- To establish conditions applicable to accounts, including the dividend period.
- To establish dividend rates on all accounts or authorize the President, an employee appointed by the President or a committee of the Credit Union to establish rates on accounts.
- To establish rates of interest on all applicable accounts or authorize the President, an employee appointed by the President or a committee of the Credit Union to establish rates on accounts.
- Establish standards and guidelines governing the compensation of employees in accordance with these Bylaws.
- Fill vacancies on the Board.
- To establish written loan policies including, but not limited to, (1) applicable loan limits, (2) collateral acceptable for secured loans and (3) the approval process where a Director, Officer or employee provides security as a co-maker, guarantor, endorser or other surety.
- To at least annually set the amount of surety bond required of each Officer and employee having custody of funds as provided in Article XI, Section 5, unless the Board delegates that responsibility.
- Designate the depository(ies) to be used by the Credit Union.
- Act on application for loans submitted by an employee with loan authority or a member of the credit committee, if any, unless the Board delegates that responsibility.
- To appoint any committee the Board considers necessary.
- To borrow money from any source as permitted by applicable law or delegate that authority within appropriate guidelines.
- 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 Executives. 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 Executive appointment, or loan approval authority or remove a committee member.
(d) The Board may delegate authority to approve or reject applications for membership to the President, or the President’s delegates. Whether retained by the Board or delegated, membership approval shall comply with applicable law and perform such other duties as may be prescribed by the Board not inconsistent with applicable law and these Bylaws. Any person whose application for membership is denied may appeal the denial in writing to the Board.
Section 8. Compensation
Except as otherwise authorized by applicable law, no Director may receive any compensation from this Credit Union. Nothing in this Section prohibits reimbursement for out-of-pocket expenses incurred as a result of his or her services as a Director.
Section 9. Equivalent Titles
Any person designated as “Chairperson” or as “Vice Chairperson” may use another equivalent title such as, in the case of the Chairperson, “Chairman”, “Chairwoman,” “Chair” or other such appropriate title.
Section 10. Action Without a Meeting
Any action required or permitted by the Bylaws, or any provision of Chapter 186 of the Wisconsin Statutes to be taken by the Board at a Board meeting, may be taken without a meeting if one or more written or electronic consents, setting forth the action so taken, shall be signed or electronically recorded by all of the Directors entitled to vote on the subject matter of the action and retained in the Credit Union’s records. Action taken pursuant to written or electronic consent shall be effective when the last Director signs the consent or upon such other effective date as is specified in the consent.
Article VI: Board Executives And Management Staff
Section 1. Board Executives and President
(a) Any two Board Executive positions may be held by the same person except the position of Chairperson and any other Board Executive position. The Chairperson, Vice Chairperson, Board Secretary and Treasurer shall be elected at the organizational meeting of the Board from among the Directors then holding office. Any Board Executive may be elected to succeed himself or herself. Unless sooner removed as provided in Article V, Section 4, the Chairperson, Vice Chairperson, Board Secretary and Treasurer shall hold office until the election of his or her respective successor at the organizational meeting of the Board following the next annual meeting of the members or upon vacancy in the position.
(b) The Board shall appoint a President who may not be a Director of the Credit Union. The President shall serve at the pleasure of the Board.
Section 2. Vacancies
Whenever any vacancy shall occur in any of the elected Board Executive positions, 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 at the organizational meeting of the Board following the next annual meeting of the members.
Section 3. Chairperson of the Board
The Chairperson shall preside over all meetings of the members, all meetings of the Board and all meetings of the executive committee. The Chairperson shall also perform such other duties as the Chairperson may be directed to perform by resolution of the Board not inconsistent with applicable law and these Bylaws.
Section 4. Vice Chairperson of the Board
The Vice Chairperson shall, in the absence or disability of the Chairperson or in a case of vacancy in the office of Chairperson, until such time as the Board shall fill the position of Chairperson pursuant to Article VI, Section 2 above, perform the duties of the Chairperson 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. Board Secretary
The Board Secretary shall prepare and maintain, or cause to be prepared and maintained, in a timely manner, full and corrected records of all meetings of the members and the Board. The Board Secretary shall give or cause to be given in the manner prescribed in these Bylaws proper notice of all meetings of the members and the Board, and shall perform such other duties as the Board Secretary may be directed by the Board not inconsistent with applicable law and these Bylaws.
Section 6. Board Treasurer
The Board Treasurer shall prepare and provide, or cause to be prepared and provided, appropriate reports to the members of the Credit Union. The Board Treasurer shall also perform any other duties as directed by the Board not inconsistent with applicable law and these Bylaws.
Section 7. 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 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.
(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 annual meeting, the President shall make available the most recent annual statement in a manner prescribed by Board policy.
(e) Prepare and forward to the Office of Credit Unions such financial and other reports as that office may require; maintain all books and records of the Credit Union in an accounting manner acceptable to the Office of Credit Unions; and return examination reports of the Credit Union to the Office of Credit Unions immediately upon request.
(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 8. Management Staff and Officers
The President may appoint one or more executive vice presidents, chief officers, vice presidents, associate vice presidents, assistant vice presidents, market presidents, or regional presidents or such other Officers so designated by the Board pursuant to Article II (14), to assist him or her in the discharge of his or her duties. The President or his delegates shall hire and discharge the employees of the Credit Union. Those Officers appointed by the President, shall have the authority to represent or bind the Credit Union as delegated by the President.
(a) If appointed, the executive vice president designated by the Board shall, in the absence or disability of the President or in the case of a vacancy in the office of the President, perform duties of the President and such other duties as may from time to time be prescribed by the President not inconsistent with applicable law and these Bylaws.
(b) In addition to the President, the Board may, by resolution, designate one or more individuals as an Officer of the Credit Union. One of the Officers, other than the President, may, by resolution of the Board, be appointed assistant corporate secretary. Any Officer, who is an employee of the Credit Union, shall be responsible for performing the duties assigned to his or her office by the President, applicable law and these Bylaws.
Section 9. Compensation
The compensation of the President shall be authorized 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 Shares
Section 1. Par Value of Member Shares
The par value of a member share shall be five dollars ($5.00). No person who validly 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 account shall be held in the name of the trustee for the beneficiary.
Section 3. Joint Accounts
The Credit Union may issue accounts in joint tenancy. 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.
Article VIII: Accounts, Withdrawals and Transfers
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, discount or directly or indirectly purchase any shares or accounts from any other member.
Section 3. Withdrawals
(a) Except as provided in paragraphs (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.
(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) The Credit Union may restrict the withdrawal of funds pursuant to any contractual agreement made individually between the member and the Credit Union in the course of business.
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 paragraph (b) of this Section, 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. The statement of account whether printed on paper or in electronic form shall be the official receipt of 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, printed on paper or in electronic form 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.
Section 6. Automatic Deposit Agreement
The Board may enter into one (1) or more agreements with depository institutions, 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 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 including the delivery of statements.
(b) Other Account Transaction Initiated Off-Premises. The Board may permit Credit Union members to use authorized electronic means, whether card-based, computer-based, or other remote services, to access their account information and initiate payments, withdrawals, transfers, and deposits.
Article IX: Loan Approval Authority
Section 1. Loan Authority
The President shall grant loan approval authority to one or more employees, and establish delegated loan approval as authorized by the Board. Each year, at the organizational meeting, the Board shall reaffirm delegated loan approval authority that has been granted the President and other delegated employees. Employees with loan approval authority shall maintain full and correct records of all actions taken. These records shall be prepared in a timely fashion.
Article X: Loans - Acting on Loan Applicants
Section 1. Loan Policies; Applications
(a) All loans made by the Credit Union shall be made in accordance with applicable law, these Bylaws and written loan policies established by the Board.
(b) Subject to the 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.
(c) 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 the loan policies.
Section 2. Exercising Loan Authority
(a) Except as otherwise provided herein, all loans made by the Credit Union and all terms of such loans shall be approved by an Officer or employee with loan approval authority or the Board. The Board or its designee shall act on all loan applications. Any loan applicant may appeal in writing the denial of a loan application to the President and may appeal in writing the President’s decision to the Board. The President shall have thirty (30) days after receipt of the written appeal to affirm, reverse or modify the decision. The Board shall have sixty (60) days after receipt of the written appeal to affirm, reverse or modify the decision.
(b) Employees with loan approval authority or the Board shall examine the financial condition of each loan applicant to ascertain the ability of the applicant to pay the loan applicant’s obligations fully and promptly. An endorser, co-maker, guarantor or other surety shall provide the employee with loan approval authority or the Board with evidence of his or her ability to repay the obligation of the member.
Section 3. Security for Loans
Within the limits of the written loan policies established by the Board, the employee with loan approval authority shall determine the security required for each loan. The security furnished shall be consistent with applicable law and sound lending practices.
Section 4. Line of Credit
Officers or employees with loan approval authority 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 and written policies adopted by the Board.
Article XI: 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 reserves in the manner and in at least the amounts required by applicable law. The Board may also establish other reserves. The Board shall give priority to reserves payments over the payment of dividends.
Section 3. Fiscal Year
The fiscal year of the Credit Union shall end on December 31 of each year.
Section 4. Auditor
(a) The Board shall hire a licensed public accountant or other qualified person and/or appoint a committee to annually audit the records, accounts and affairs of the Credit Union. 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.
(b) The auditor shall verify or cause to be verified, under controlled conditions, all 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 law.
Article XII: 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 at any duly convened meeting of the Board.
Section 2. Amendment by Members
These Bylaws may be amended by a majority vote of the members as provided in Article IV, Section 6 of these Bylaws.
Section 3. Approval
No amendment, alteration, or repeal of these Bylaws shall become effective until filed with and approved by the Wisconsin Office of Credit Unions.
Article XIII: General Provisions
Section 1. Confidentiality; Oath
(a) All Directors, Officers, members of committees, and employees of the Credit Union shall hold in confidence all 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) All Directors, Officers, committee members and employees shall take an oath of office in the form prescribed by law 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, committee member or employee or shall direct that the individual be terminated as an employee.
Section 2. Conflict of 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 personal interest or the pecuniary interest of any organization or association in which the person is directly or indirectly interested. In the event of the disqualification of any Director or member of a Board committee respecting any matter presented to the Board for deliberation or determination, such Director or committee member shall withdraw from such deliberation or determination. If a Director or committee member withdraws from any deliberation or determination, the remaining qualified Directors or committee members present at the meeting may exercise all powers of the Board or committee, provided the number of Directors present, including the disqualified Directors or members, 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 XIV: Indemnification
Section 1. Indemnification
The Credit Union shall, to the fullest extent authorized by Chapter 186 of the Wisconsin Statutes, indemnify and pay or reimburse 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 or employee of the Credit Union 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 shall 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.