PINNACLE CREDIT UNION: BYLAWS
EDITORIAL COMMENTS:
I. These Bylaws have been written using the customary practice of citing the male gender pronoun. ALL such references should be read to equally include the female gender pronoun.
II. In the event of any conflicts between these Bylaws and other authorities governing the operations of the Credit Union, the following order of precedence is applicable:
STATUTES
REGULATIONS
ARTICLES OF INCORPORATION
BYLAWS
WRITTEN POLICIES OF THE BOARD OF DIRECTORS
OFFICIAL ACTIONS BY AND WITHIN THE SCOPE OF THE AUTHORITY OF COMMITTEES OF THE BOARD OF DIRECTORS.
All matters effecting the Credit Union which are not governed by provisions of items (1) through (4) of the above and which are not specifically reserved to the membership are subject to consideration within the discretion of the Board of Directors subject to an oversight by the membership and/or the regulatory authorities.
BYLAWS
PREAMBLE
It is the intent of the membership and owners of the Pinnacle Credit Union that the business to be conducted is that of a credit union. It is the further intent that the business and affairs of the credit Union be conducted in accordance with the laws of the State of Georgia and in accordance with safe and sound financial practices for the protection of members funds, to promote thrift and savings among the members, and to facilitate adequate sources of credit to meet the reasonable needs of the members. Management of the business and affairs of the Credit Union is with the procedures set forth herein. It is the purpose of these Bylaws to provide a General guide to the Board of Directors in management of the corporate affairs of the Credit Union.
ARTICLE I
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OFFICES
1.1 REGISTERED OFFICES:
The Credit Union shall maintain a registered office in the county in the State of Georgia where the Credit Union is authorized to conduct its general business. The office where the General Ledger is maintained shall be the registered office.
1.2 OTHER OFFICES:
In addition to its registered office, the Credit Union also may have offices at such other place or places as the Board of Directors may from time to time select, or as the business of the Credit Union may require and/or make desirable, subject to the laws of this state.
ARTICLE II
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MEMBERSHIP
2.1 FIELD OF MEMBERSHIP:
The field of membership shall include any person employed with or retired from the field of education in the following counties: Fulton, DeKalb, Clayton, Cobb, Gwinnett, Chattooga, Hart, Pickens, and Wilcox Counties; Pinnacle Credit Union; Kraft Inc.-Dairy group located on Glen Iris Drive; Munford Corporation; individual and organizational members of the Georgia Association of Educators; HMS Corporation; owners, administrators and employees of member centers of Georgia Child Care Association; Hanover Credit; William-Russell and Johnson, Inc.; Standridge Color Corporation;·Putnam General Hospital: IMC Corporation; Spurlin Industries Inc.; Carhartt, Inc.; Tamrock EJC USSA, Inc.; Pioneer Aerospace Corporation; Christian City, Inc.; Lapp Insulator Company; Thomas Bradford Shirt Company; Alpha Products; Grafco; Hollander Home Fashions Corp.; Marion County Board of Education; Martin Manufacturing Company, Inc.; Minnie G Boswell Memorial Hospital; Kim Brothers World Tae Kwon Do Academy; CCW-Jefferson; P&C Green, and MBG, Inc.; Chatuge Regional Hospital and Nursing Home; First Pro, Incorporated; Continental Plastic Containers, Inc.; The Browning Dental Group; Meridian Healthcare Staffing, LLC; Paragon Technologies, Inc.; JM Construction Inc.; Georgia Tire Dealers & Retreaders Association; Patrick Law Firm, P.C.: Bindley Western Drug Company; SaddleCreek Corporation-Atlanta; Makita Corporation of America; Architectural Brass; The Park@ Lakewood; Towns County Water and Sewerage Authority; Blue Circle Cement; Weber Aircraft, Inc.; Union General Hospital; R. D. Raab & Company; Sermi Products, Inc.; Davis & Davis Incorporated; InTown Leasing Group; Interdev, LLC.; Childkind, Inc.; Union County Dialysis, LLC Hillcrest Clinic; International Association of Bridge, Structural. Ornamental and Reinforcing Iron Workers; ChemStation of Atlanta; World Trade Center Atlanta; Dixie Seal & Stamp Company, Inc.; Turner Delivery Services, Inc.; MacDermid Incorporated; Multimedia Communication Services Corporation; Worley Logistics, Inc.; E.L.F. Wood Products, Inc.; A&S Services Corporation; Dixie Construction Products; Aveno Window Fashions, Inc.; KNL Enterprises; American Recycling Holdings, Inc.; Wieland Communications; Low Temp Industries, Inc.; Tyco Healthcare; Atlanta Gear and Axle, Inc.; Atlanta Chamber of Commerce; Diversified Metal Fabricators; PAAP Clinic; Bunzl Distribution Southeast LLC; TalentTree; Blalock Elementary PTA; Dreamsan, Inc.; Techniweld; Gene LaRue, Inc.; Staples, Inc.; Rachel’s Daughters; Parkside Elementary PTA; Fred A. Toomer Elementary PTA; Innovative Driver Services; LRW, LLC; Restaurant Max, Inc.; Putnarn County, Georgia (residential group common bond); Donte Hauling, LLC; Big Bethel Village Resident Council;Endless Traveling 4 U; Xiper Innovations, Inc.; Defender Security and Communication Company; South Fulton Landscape and Nursery; Mom’s Bakery; Best Warehousing & Transportation, Inc.; Northside Enterprises; Prestige Travel Enterprises, Inc.; Constar International; Optima Uniforms; Alpharetta Hospitality, LLP; W. Davis Logistics, Inc.; Power Cuts Salon; S & R Sales Promotional, Inc.; Big Nerd Ranch., Powerhouse Productions, Inc.; Michandler Inc.; dba Sandman North GA, Drummer Imports; Lake Oconee Shooting Club; Mosiah’s Roots Outdoor Adventures &Fitness; J.B. Peterson Transportation, Inc.; BAXTEK Solutions, Inc.; Decor Moving Services, Coldwell Banker Lake Oconee Realty; IronHorseman Consulting; employees and staff of Oconee Regional Hospital; Digicom Wireless, LLC. H.B. Retrofit, LLC.; All(n)l Security, Inc.; Golden Property Management; Joneswear, Inc.; Getting Ahead Association; Harlem Bar, Inc.; Rare Food Ventures, Inc.; Social House, Inc.; AMAX PRO; LW Enterprise Management; Inc.; The Tavern @ .J.R. Crickets; and to persons related by blood, adoption or marriage, or to persons living in the same household with a person within the common bond and to surviving spouses of deceased members. The rule “once a member, always a member”; shall apply.
2.2 APPLICATIONS:
Each application for membership shall be in writing.
2.3 ADMISSION TO MEMBERSHIP:
The initial subscribers shall be members of the Credit Union. Other persons within the field of membership shall be admitted as members after it has been determined that they are eligible, after their applications have been approved by the Member Services Department or in accordance with other procedures authorized by the Board of Directors, and after said applications have subscribed to and paid one five ($5) dollar share.
2.4 OTHER ELIGIBLE MEMBERS:
Societies, associations, partnerships, and/or corporations composed of persons who are eligible for membership may be admitted to membership and may participate in the services of the Credit Union in the same manner and under the same conditions as such persons.
2.5 WITHDRAWAL FROM MEMBERSHIP:
A member who withdraws all his deposits AND his initial share deposit share shall cease to be a member.
2.6 CONTINUATION OF MEMBERSHIP:
A member who leaves the field of membership may be permitted to retain his membership at the discretion of the Board of Directors.
2.7 TERMINATION OF MEMBERSHIP:
Any member who causes the Credit Union to lose money or who causes damages to the property and/or the integrity of the Credit Union may be removed from the field of membership by a majority vote of the Board of Directors of the Credit Union at a regular meeting or a special meeting. A special meeting shall be in accordance with the conditions of Article V, Section 5.2 of these Bylaws.
Article III
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MEMBERSHIP MEETINGS
3.1 PLACE OF MEETING:
Meeting of the members of the Credit Union may be held at any location, as set forth in the notice thereof, or, in the event of a meeting held pursuant to waiver of notice, as set forth in the waiver, or if no place is so specified, at the registered office of the Credit Union.
3.2 ANNUAL MEETING:
The Annual Meeting of the members of the Credit Union shall be held on the LAST THURSDAY in the month of April unless that day is a legal holiday, and in that event on the next succeeding business day, for the purpose of electing directors and transacting any and all business that may properly come before the meeting. The Board of Directors may postpone any Annual Meeting for not more than seven (7) days or longer for cause or postpone for longer based on a State of Emergency or other force majeure. The membership will receive a notice of change no less than ten (10) days of the original meeting date.
3.3 SUBSTITUTE ANNUAL MEETINGS:
If the Annual Meeting is not held on the day designated in Section 3.2, any business, including the election of directors which might properly have been acted upon at that meeting, may be transacted at any subsequent membership meeting held pursuant to these Bylaws or held pursuant to a court order requiring a substitute Annual Meeting.
3.4 SPECIAL MEETINGS:
Special meetings of members or a special meeting in lieu of the Annual Meeting shall be called by the Credit Union upon the written request of ten percent (10%) or more of ALL the members or a special meeting in lieu of the Annual Meeting may be called at any time by the President, Chairman of the Board, or theBoard of Directors.
3.5 NOTICE OF MEETINGS:
Unless waived as contemplated in Section 6.2, or by attendance at the meeting for any purpose other than to object to the transaction of business, a written or printed notice of each meeting stating the place, day, and hour of the meeting shall be delivered not less than ten (10) days, nor more than fifty (50) days before the date thereof, either personally, by mail, or by electronic mail, charges prepaid by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling such a meeting shall be posted in a conspicuous place in all offices of the credit union and on its website at least ten (10) days prior to such meeting. In the case of an Annual or Substitute Annual Meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Financial Institutions Code of Georgia requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of the meeting shall state the general nature of the business to be transacted.
3.6 QUORUM:
At all meetings of the members, twenty-five (25) members shall constitute a quorum, except where the membership is less than one hundred (100) members, in which case fifteen (15) members shall constitute a quorum. If a, quorum is present, a majority of the members present at the meeting and entitled to vote on the subject matter shall determine any matter coming before the meeting unless a different vote is required by the Financial Institutions Code of Georgia, by the Articles of Incorporation, or these Bylaws. The members at a meeting at which a quorum is once present may continue to transact business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized for lack of a quorum, those members present may adjourn the meeting to such time and place as they may determine. In the case of a meeting for the election of directors which is twice adjourned for lack of a quorum, those present at the second of such adjourned meeting, notice of which has been given, shall constitute a quorum for the election of directors without regard to other quorum requirements of the Financial Institutions Code of Georgia, the Articles of Incorporation, or these Bylaws.
EMERGENCY EXCEPTION TO IN-PERSON QUORUM REQUIREMENT. This credit union may hold its annual meeting of the members, the required in-person regular meeting of the board of directors under Article VI, and special member meetings for authorized purposes of these bylaws, virtually and without an in-person quorum if all the following conditions apply and are certified in meeting minutes by a resolution of the majority of a quorum of the board of directors:
At least one of the following is located in an area where federal, state, or local authority has declared a state of emergency or major disaster:
a. All or part of a community the credit union serves; or
b. The credit union’s headquarters.
The credit union has the technological capacity to facilitate virtual meeting attendance, voting, and participation.
Members receive at least seven days’ advance notice of the change of a member meeting to a virtual meeting format and appropriate instructions for how to join, participate, and vote during the virtual meeting.
The NCUA or Georgia Department of Banking and Finance has issued general or specific guidance notifying the credit union that it is appropriate to invoke this bylaw provision.
3.7 VOTING OF SHARES:
Each member present shall be entitled to one vote on each matter submitted to a vote. Voting on all matters shall be by voice or by show of hands unless five (5) qualified voters, prior to the voting on any matter, demand a vote by ballot. Any member, other than a natural person, shall designate the person to vote its' share.
3.8 PROXIES:
NO member may vote by proxy.
3.9 PRESIDING OFFICER:
The Chairman of the Board of Directors, or in the absence of the Chairman of the Board of Directors, the Vice Chairman, or in the absence of the Vice Chairman, the President, shall serve as chairman of every membership meeting unless some other person is elected to serve as chairman by a majority vote of the members present at the meeting. The chairman shall appoint such persons as he deems is necessary to assist with the meeting.
3.10 ADJOURNMENTS:
Any meeting of the members, once a quorum has been established, may be adjourned to reconvene at a specific time and place. Except as otherwise provided by Section 3.6, it shall be necessary to give notice of the time and place of the reconvened meeting. At any such reconvened meeting, any business may be transacted which could have been transacted at the meeting which was adjourned. 9
3.11 ACTION OF MEMBERS WITHOUT A MEETING:
Any action required by the Financial Institutions Code of Georgia to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a written consent setting forth the action so taken shall be signed by a majority of the members entitled to vote with respect to the subject matter thereof. Upon filing with the officer of the Credit Union having custody of its books and records, such consent shall have the same force and effect as an unanimous vote of the members at a special meeting called for the purpose of considering the action authorized. The matter for which action by the members is required must be presented to each member entitled to vote by FIRST CLASS MAIL and each member shall be given at least thirty (30) days to return his/her ballot. ALL ballots shall be signed and dated and the signature shall be witnessed.
3.12 RULES FOR CONDUCT OF MEETINGS:
In the event of any questions as to the parliamentary procedures followed in conducting any meeting, the standards established by the ROBERT'S RULES OF ORDER shall be used at all times.
3.13 ORDER OF BUSINESS:
The order of business at Annual Meetings of the members shall be in accordance with the following; provided, however, the order of business may be suspended by a majority vote of the members present and voting at the Annual Meeting:
ORDER OF BUSINESS:
a) Ascertainment that a quorum is present;
b) Welcome, Invocation, Introduction of Board of Directors;
c) Reading and approval (or correction) of the minutes of the last meeting; d) Report of the Chairman;
e) Report of the President;
f) Credit Committee Report;
g) Audit Committee Report;
h) Other Reports;
i) Unfinished business;
j) New business other than elections; (New business to be brought before the members at the Annual Meeting must be submitted in writing to the Chairman or the President at least thirty (30) days prior to the Annual Meeting.)
k) Elections, administer oath of office for Directors;
l) Adjournment.
ARTICLE IV
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THE BOARD OF DIRECTORS
4.1 GENERAL POWERS:
The business and affairs of the Credit Union shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these bylaws, the Board of Directors may exercise all such powers of the Credit Union and do all such lawful acts and things as are not reserved to the members by law, the Articles of Incorporation or these Bylaws.
4.2 QUALIFICATIONS:
The following qualifications for a position on the Board of Directors must be met by all candidates.
a. The candidate must be at least twenty-one (21) years of age.
b. The candidate must be a citizen of the United States of America.
c. The candidate must be a member in-good-standing with the Credit Union, the term; "in-good- standing" shall mean ALL of the following:
1. the candidate must have an active account with the Credit Union;
2. the candidate must have no delinquent accounts with the Credit Union; 3. the Credit Union has never lost any money on the candidate;
4. neither the candidate nor the Credit Union has ever brought any legal action against each other.
5. the candidate must not be related to any active employee of the Credit Union or active Board member as described in Article II Section2.1.
d. The candidate has never had any judgment, liens, garnishments against themselves, nor have they filed any form bankruptcy.
4.3 NUMBER. ELECTIONS, AND TERM OF OFFICE:
The Board of Directors of the Credit Union shall consist of not less than five (5) nor more than nine (9) persons, with the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of the Board of Directors, or by resolution of the members at any Annual meeting or special meeting. The Board may increase or decrease the number of directors by not more than two (2) in any one (1) year, so long as such increase or decrease does not place the number of directors as less than five (5) no more than nine (9).
At least sixty (60) days prior to the next Annual Meeting, the Chairman of the Board of Directors shall appoint a Nominating Committee consisting of at least (3) members, at least two (2) of whom must be a current member of the Board of Directors of the Credit Union and not up for reelection. The appointments shall be ratified by the Board of Directors. At least forty (40) days prior to the next Annual Meeting, the Nominating Committee shall post a list showing the number of vacancies to be filled at the next Annual Meeting, and shall invite those members who desire to be nominees to submit to the Nominating Committee their names, position for which they wish to be nominated, and a brief resume of background including education, work history, credit union experience, and qualifications. It shall be the duty of the Nominating Committee to nominate at least one (1) qualified candidate for each position to be filled. At least twenty (20) days prior to the next Annual Meeting, the Nominating Committee shall furnish the Secretary a list of those members who they have nominated and have been approved by a majority of the Board of Directors. This list shall be posted at the principal place of business for the Credit Union.
Any member of the Credit Union who has not been nominated by the Nominating Committee may be nominated by a petition signed by at least ten percent (10%) of the membership as of sixty (60) days prior to the next Annual Meeting, and the nominees name shall be placed on the ballot if such a petition is received in the principal office of the Credit Union at least twenty (20) days before the Annual Meeting. Such a petition shall state the position for which the nominee is being nominated as well as the brief resume mentioned in the above paragraphs.
Elections shall be by printed ballot if there is more than one (1) nominee for that position.
Except as provided in Section 4.6, the directors shall be elected by the affirmative vote of a majority of the members present at the Annual Meeting. In the event of a contested election where no person received a majority vote, a run-off election shall be held between the two (2) persons receiving the largest number of votes. Each director, except in the case of his earlier death, resignation, retirement, disqualification, or removal shall serve until his successor shall have been elected and qualified. The terms of office for directors shall be for three (3) years, with the terms of approximately one-third (1/3) of their numbers expiring annually.
4.4 OATH OF OFFICE:
Before assuming office, each officer, director, committee member, and non-director shall take an oath or affirmation that he shall diligently and honestly perform his duties in the administration of the Credit Union, that he will not permit a willful violation of the laws by the Credit Union and that he meets the eligibility requirements of the Financial Institutions Code of Georgia, the Credit Union's Articles of Incorporation, and these bylaws. Such oath or affirmation shall be signed and filed with the minutes of the meetings of the Board of Directors.
4.5 REMOVAL:
The entire Board of Directors or any individual director may be removed from office with or without cause by the affirmative vote of a majority of the credit union membership. In addition, the Board of Directors may remove a director from office if such director is adjudicated an incompetent by a court, if he is convicted of a felony, if he does not, within sixty (60) days of his election accept the office in writing or by attendance at a meeting of the Board of Directors and fulfill any other requirements for holding the office of director, or if he fails to attend regular meetings of the Board of Directors for six (6) consecutive meetings without having been excused by the Board of Directors or if he fails to attend at least fifty percent (50%) of the scheduled meetings for the prior calendar year.
4.6 VACANCIES:
A vacancy occurring in the Board of Directors, whether caused by removal or otherwise and including vacancies resulting from an increase in the number of directors, may be filled for the unexpired term, and until the members shall have elected a successor, by the affirmative vote of a majority of the directors remaining in the office though less than a quorum of the Board of Directors. Positions on the Board of Directors created by the Board of Directors expanding its number shall be deemed to have a term expiring at the next annual meeting.
4.7 COMPENSATION:
A director may serve the Credit Union in a capacity other than that of director and receive compensation, as determined by the Board of Directors, for services rendered in such other capacity. Provided, however, no director shall be compensated from commissions derived from the sale of credit related insurance (credit life, disability, accident, and health insurance, etc.) where premiums paid by a Credit Union member for such insurance are financed by the Credit Union as part of the credit extended, or where purchase of the insurance is a condition precedent to the granting of credit.
4.8 COMMITTEES OF THE BOARD OF DIRECTORS:
The Board of Directors, by resolution adopted by a majority of the full Board of Directors, shall designate a Credit Committee, Audit Committee, and may designate from among its members an executive committee and one (1) or more other committees, each consisting of three (3) or more persons. Each committee shall have the authority of the Board of Directors in regards to business of the Credit Union to the extent set forth in the resolution establishing such committee, subject to the limitations set forth in the State laws and regulations. The Chairman of each committee must be a director and each member of the committee must be an active member of the Credit Union. Recommended actions from the committees must be approved by a majority vote of the Board of Directors.
4.9 HONORARY AND ADVISORY DIRECTORS:
The Board of Directors of the Credit Union may appoint any individual an Honorary Director, Director Emeritus, or member of any advisory board established by the Board of Directors. Any individual appointed an Honorary Director, Director Emeritus, or member of an advisory board as provided by this Section 4.9 may be compensated as provided in Section 4.7 but such individual may not vote at any meeting of the Board of Directors or be counted in determining a quorum as provided in Section 5.5 and shall not have any responsibility or be subject to any liability imposed upon a director, or otherwise be deemed a director.
ARTICLE V
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MEETINGS OF THE BOARD OF DIRECTORS
5.1 REGULAR MEETINGS:
An annual organizational meeting of the Board of Directors shall be held immediately following the annual meeting of the members. In the event the annual meeting is not held as provided by Sections 3.4 or 3.11, such organizational meeting shall be held as herein provided for regular meetings. In addition, regular meetings shall be held monthly during the calendar year, except during the month in which the organizational meeting of the Board of Directors is held. A calendar of the Board meeting proposed dates for the next year is presented and approved by the Board in the December Board meeting prior to the new year. The Board of Directors and the President are authorized to cancel not more than two of such regular meetings, excluding the organizational meeting during each year.
5.2 SPECIAL MEETINGS:
Special meetings of the Board of Directors may be called by or at the request of the President, Chairman of the Board, the Audit Committee, or by any two directors in office at the time.
5.3 PLACE OF MEETINGS:
Directors may hold their meetings in person or virtually at any place the Board of Directors may from time to time establish for regular meetings, or as set forth in the notice of special meetings, or in the event of a meeting held pursuant to waiver of notice, as set forth in the waiver.
5.4 NOTICE OF MEETINGS:
No notice shall be required for any regularly scheduled meeting of the directors of the credit union. Unless waiver as contemplated in Section 6.2, the President or Secretary of the credit union, or any Director there of shall give notice to each Director of each special meeting stating the time, place and purposes of the meeting. Such Notice shall be given by mailing notice of the meeting at least five (5) days before the date of the meeting, or by telephone, electronic mail, or personal delivery at least three (3) days before the date of the meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
5.5 QUORUM:
At meetings of the Board of Directors, more than one half of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. Board members shall be counted present if communicating by tele-communications. The President is counted in determining a quorum.
5.6 VOTE REQUIRED FOR ACTION:
Except as otherwise provided in these bylaws, by the Articles of Incorporation, or by law, the act of a majority of the Directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors.
5.7 ACTION BY DIRECTORS WITHOUT A MEETING:
Any action which may be taken at any meeting of the Board of Directors, or at any meeting of a committee of directors may be taken without a meeting if a written consent thereto shall be signed by all directors, or all the members of the committee, as the case may be, and if such written consent is filed with the minutes of the proceedings of the board1or the committee. Such consent shall have the same force and effect as an unanimous vote of the Board of Directors or the committee.
ARTICLE VI
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NOTICE AND WAIVER
6.1 PROCEDURE:
Whenever these bylaws require notice to be given to any member or director, the notice shall be given as prescribed in Sections 3.5 or 5.4, whichever is applicable. Whenever notice is given by mail, the notice shall be sent by first class mail by depositing the same in a post office or letter box in a postage prepaid, sealed envelope, addressed to the member or director at his last known address, and such notice shall be deemed to have been given at the time the same is deposited in the United States mail. Provided, however, the Board of Directors may provide for a posting of notice in lieu of the procedures set forth in these bylaws in accordance with the provisions of the Financial Institutions Code of Georgia.
6.2 WAIVER:
Except as limited by the Financial Institutions Code of Georgia, whenever any notice is required to be given to any member or director by law, by the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the director or member entitled to such notice, shall be deemed equivalent thereto; provided, however, that no such waiver shall apply by its terms to more than one required notice.
ARTICLE VII
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OFFICERS
7.1 NUMBER:
The officers of the credit union shall consist of a Chairman, Vice Chairman, President and Secretary. In addition, the Board of Directors may from time to time elect or provide for the appointment of such other officers or assistant officers as it deems necessary for the efficient management of the credit union, or as shall otherwise be required by law or regulation. Any two or more offices may be held by the same person, except the offices of Chairman, Vice Chairman, President and Secretary. The Board of Directors shall have the power to establish and specify the duties for all officers of the credit union. The Chairman is excluded from serving on the Audit Committee and members of the Audit Committee are excluded from serving on the Credit Committee.
7.2 ELECTION AND TERM:
All officers shall be elected or appointed by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected or appointed and have qualified, or until their earlier death, resignation, retirement or disqualification.
7.3 COMPENSATION:
The compensation of all officers of the credit union shall be fixed by the Board of Directors or by such person or committee as the Board shall designate. Provided, no officer shall be compensated from commissions derived from the sale of credit related insurance (credit life, disability, accident and health insurance, etc.) where premiums paid by a member for such insurance are financed by the credit union as part of the credit extended or where purchase of the insurance is a condition precedent to the granting of credit.
7.4 REMOVAL:
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without any cause whenever in its judgement the best interests of the credit union will be served thereby without prejudice to any contract right to such officer. The credit union shall immediately inform the Georgia Department of Banking and Finance in writing of the names of any officers removed and the reasons for such removal.
7.5 CHAIRMAN OF THE BOARD:
The Board of Directors shall elect or appoint from its number a Chairman of the Board of Directors who shall preside and act as chairman at all meetings of the members and the Board of Directors and who shall perform such other duties as the Board of Directors may from time to time direct.
7.6 VICE CHAIRMAN OF THE BOARD:
In the absence of the Chairman of the Board of Directors, the Vice-Chairman shall preside and act as Chairman of all meetings of the members and the Board of Directors. He shall also perform such other duties as may be delegated to him from time to time by the Chairman.
7.7 PRESIDENT:
The President shall be the chief executive officer of the credit union and shall be primarily responsible for the day-to-day operations, business, and/or affairs of the credit union. The President shall perform all duties commonly incident to his office and he shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of a Chairman and Vice Chairman, the President shall preside and act as Chairman of all meetings of the members and the Board of Directors. He also shall perform such other duties as may be delegated to him from time to time by the Board of Directors. The President shall be an Ex Officio member of the Board of Directors and shall have all of the rights and responsibilities of a director, including the right to vote on all matters corning before the Board of Directors. The Board of Directors shall perform a formal written evaluation of the President each year. The evaluation shall be signed by each member of the Board indicating their participation in the evaluation of the President.
7.8 OFFICERS IN PLACE OF PRESIDENT:
The Board of Directors may designate an officer who shall, in the absence or disability of the President, or at the direction of the President, perform the duties and exercise the powers of the President.
7.9 SECRETARY:
The Secretary shall keep accurate records of the acts and proceedings of all meetings of members, directors and committees of directors. He shall have authority to give all notices required by law or these Bylaws. He shall be custodian of the corporate books, records, contracts and other documents. The secretary may affix the credit union's seal to any lawfully executed documents requiring it and shall sign such instruments as may require his signature.
7.10 BONDS:
Any director who is authorized to handle money or negotiable assets on behalf of the credit union and all officers and employees of the credit union shall be bonded by a regularly incorporated surety company authorized to do business in the State of Georgia, and the credit union may pay the cost of such bonds. The form, amount and surety of such bonds shall be approved by the Board of Directors and shall be subject to any additional requirements of the Georgia Department of Banking and Finance.
ARTICLE VIII
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SHARES, DEPOSITS, AND LIABILITIES
8.1 SHARE CAPITAL:
The par value of a share shall be five ($5.00) dollars. No member shall hold more than one share in the credit union. The Share Capital means the sum of the five ($5.00) dollars shares of the membership which remain outstanding.
8.2 DEPOSIT ACCOUNTS:
This credit union may receive funds from its members in the form of deposits on accounts or as evidenced by certificates of deposit issued by the credit union. It may receive deposits from non-members in such manner as the Board may provide.
8.3 NOTICE OF WITHDRAWAL:
The Board of Directors shall establish days and times for the transaction of Credit Union business, including the withdrawal of deposits. The Board may require members and non-members to give sixty (60) days’ notice of intention to withdraw the whole or any part of said deposits. Deposits officially pledged as security for loans may not be withdrawn. Subject to limitations of applicable law and regulations, the Board may establish service charges for activity or inactivity to accounts.
8.4 TERMS FOR DEPOSIT ACCOUNTS:
The Board of Directors may establish rules, classes, and conditions under which deposits, savings clubs, and other accounts may be established.
8.5 RIGHT OF OFFSET:
This Credit Union shall have a lien on a member's share and deposits and on dividends or interest payable thereon for and to the extent of any loan made by it to such member and of fines payable to it by such members.
8.6 MINORS AND TRUSTS:
A share may be issued and deposits received in the name of a minor and in trust and treated as other shares and deposits provided the minor is a member.
ARTICLE IX
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INDEMNIFICATION
9.1 INDEMNIFICATION:
Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the credit union for reasonable expense actually incurred in connection with any action, suit, or proceeding, civil, or criminal, to which he shall be made a party by reason of the fact that he is or was a director, trustee, officer, employee or agent of the credit union, or that he is or was serving, at the request of the credit union, as a director, trustee, officer, employee, or agent of another firm, corporation, trust or other organization or enterprise; provided, however, in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the credit union, or to such other firm, corporation, trust, organization, or enterprise; and provided further that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been in relation to any matter in such action, suit, or proceeding which has been in the subject of a compromise settlement, except with the approval of (i) a court of competent jurisdiction, (ii) a majority of the members of the credit union, or (iii) a majority of the members of the Board of Directors then holding office, excluding the votes of any directors who are parties to the same or substantially the same action, suit, or proceeding.
9.2 PAYMENT OF EXPENSES IN ADVANCE:
Expenses incurred in defending any action, suit, or proceeding referred to above may be paid by the credit union in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the credit union as provided above.
9.3 INSURANCE:
The credit union, upon the affirmative vote of a majority of its Board of Directors, may purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee, or agent of the credit union, or is or was serving, at the request of the credit union, as a director, trustee, officer, employee, or agent of another firm, corporation, trust, or other organization or enterprise against liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the credit union would have the power to indemnify him against such liability under the foregoing provisions of these bylaws.
9.4 RIGHTS NOT EXCLUSIVE:
The foregoing rights of indemnification or reimbursement shall not be exclusive of other rights to which the persons referred to above, or their heirs, executors, or administrators, may be entitled as a matter of law, and the credit union may indemnify such persons to the extent permitted by the Financial Institutions Code of Georgia and the Georgia Business Corporations Code, as such laws may be amended from time to time.
ARTICLE X
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EMERGENCY OPERATIONS
10.1 GENERAL:
In the event of an emergency declared by the President of the United States or the person performing his functions, or an emergency declared by the Governor of the State of Georgia or the person performing his functions, the officers and employees of this credit union shall continue to conduct the affairs of the credit union under such guidance from the directors as may be available except as the matters which by Statute or regulation require specific approval of the Board of Directors and subject to conformance with any governmental directives during the emergency. In the absence of a plan of operation formulated by the Board of Directors providing for conducting the business of the credit union during the time emergencies exist, the following provisions shall govern the operations of the credit union notwithstanding any other provisions of these bylaws to the contrary. Provided, further, that all operations shall be consistent with all State and Federal laws governing emergency operations.
10.2 MEETING OF BOARD OF DIRECTORS:
The Board of Directors shall meet as soon as practicable at the time and place within the State of Georgia, or, if no place within the State of Georgia, at a place designated by the Chairman of the Board of Directors, the President, the officer designated pursuant to Section 7.7, or any two directors. Any directors may waive notice of such meeting in writing before, at, or after such meeting.
If it shall be determined at such meeting that there are less than five (5) directors then capable of serving, the directors present at such meeting, shall, by majority vote, appoint a sufficient number of persons to fill the vacancies existing in the Board of Directors to bring the total number of directors to not less than five (5).
As soon as a majority of such Board of Directors, consisting of not less than five (5) members, can be assembled at the meeting required by this Section 10.2, or any adjournment thereof, which adjournment can be effected at any time by a majority vote of those in attendance, the Board of Directors as then constituted shall (i) appoint such officers as may be required to transact the business of the credit union to succeed the then appointed or acting officers who have been incapacitated as a result of the emergency and (ii) designate and authorize temporary relocation and establishment of the main office and any branch office of the credit union which may become wholly or partially unusable as a result of the emergency conditions at any other office, or branch office of the credit union, or other location in the State of Georgia, and (iii) at its discretion, authorize the entry of the credit union into an agreement with any financial institution whereby the credit union shall act as agent for the other financial institution or the other financial institution shall act as agent for the credit union and perform temporarily any and all operations and functions thereof.
10.3 INTERIM ADMINISTRATION:
Until such time as the meeting of the Board of Directors required by Section 10.2 can be held and action taken by it, and in the event either the President or the officer of the credit union designated pursuant to Section 7.7 cannot be located or is unable to continue normal executive duties, all perfunctory matters ordinarily performed by the President may be performed by the Vice President if such officer or officers have been designated, and if not, by the Secretary of the credit union.
10.4 INTERIM OFFICE:
Until such time as the meeting required by Section 10.2 can be held and action taken by the Board of Directors as then constituted, and in the event that because of damage or disaster the main office or any branch office of the credit union becomes wholly or partially unusable, such main office, or branch office shall be relocated at one of the following locations; if available and useable, and in the following order:
(1) Any other branch or location designated by the acting President
(2) Residence of Current President
(3) Residence of Current Chairman
The Acting President shall notify the State Regulatory Authorities of any such relocation of its main office, or branch offices as promptly as possible.
ARTICLE XI
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MISCELLANEOUS
11.1 INSPECTION OF BOOKS AND RECORDS:
The Board of Directors shall have power to determine which accounts, books and records of the credit union shall be open to the inspection of members, except such accounts, books, and records that are specifically open to inspection by law, and the Board of Directors shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.
11.2 FISCAL YEAR:
The fiscal year of the credit union shall be the calendar year.
11.3 SEAL:
The corporate seal shall be in such form as the Board of Directors may from time to time determine.
11.4 ANNUAL STATEMENTS:
The credit union shall prepare such financial statements showing the results of its operations during its fiscal year as shall be required by Regulations of the Department of Banking and Finance. Upon receipt of written request, the credit union promptly shall mail to any member of record a copy of the most recent financial statement.
11.5 CONTRACTS, CHECKS, DRAFTS, REPORTS, ETC:
Such of the officers or employees of the credit union as may from time to time be designated by the Board of Directors or by the Executive Committee shall have power and authority to sign contracts, checks, drafts and like instruments and to endorse checks, bills of exchange, orders, drafts and vouchers made payable or endorsed to the credit union whether in its own right or in any fiduciary capacity. Any officer elected or appointed by the Board of Directors may sign reports to the Department of Banking and Finance and such other State and Federal agencies as may be filed, unless otherwise required by law or regulation.
11.6 LEGAL RESTRICTIONS:
All matters covered in these Bylaws shall be subject to such restrictions as shall be imposed on this credit union by State and Federal law and regulations.
11.7 EMPLOYMENT:
No director or committee member serving in a volunteer capacity (not a full time employee of the credit union) may accept full time employment with the credit union for a minimum period of three (3) years from the date he terminates his position as a director or committee member.
ARTICLE XII
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AMENDMENTS
12.1 POWER TO AMEND BYLAWS:
The Board of Directors shall have power to alter, amend or repeal these Bylaws, or adopt new bylaws in accordance with Section 7-1-634 of the Financial Institutions Code of Georgia, but any Bylaws adopted by the Board of Directors may be altered, amended or repealed, and new Bylaws adopted by the members. The members may prescribe that any bylaws adopted by them shall not be altered, amended or repealed, by the Board of Directors.
12.2 CONDITIONS:
Action taken by the members with respect to Bylaws shall be taken by an affirmative vote of a majority of members present at a duly called meeting of the membership, and action by the Board of Directors with respect to Bylaws shall be taken by an affirmative vote of two-thirds of all directors then holding office.
12.3 INSPECTION:
A copy of the Bylaws and all amendments thereto, shall at all times be kept in a convenient place in the credit union, and shall be open to inspection by all members during business hours.
12.4 FILING:
A copy of the Bylaws and all amendments, upon ratification by the members or directors, shall be filed with the Department of Banking and Finance within forty-five (45) days of ratification. Such Bylaws and amendments shall become effective upon approval by the Department of Banking and Finance or at such later date established by the Board or members.
12.5 STANDARD FORM:
These Bylaws are in Standard Form as recommended by the Georgia Department of Banking and Finance and adopted pursuant to Rule 80-2-1-.06 of the Regulations of the Department. The Department of Banking and Finance may from time to time make amendments and changes in this Standard Form as may be required by law or generally accepted corporate and business practices of financial institutions. Such changes, when adopted in accordance with the provisions of Rule 80-2-1-.06 shall be deemed to have been adopted as part of the Bylaws of this credit union to--the same extent and with the same effect as amendments adopted in accordance with other provisions of this Article Twelve.
