BY-LAWS

MD|DC CREDIT UNION ASSOCIATION, INC.

(As Approved 2017)

ARTICLE I
“NAME”

The name of this Corporation is Maryland and District of Columbia Credit Union Association, Incorporated.  It may do business in a name as designated by the Board of Directors.

ARTICLE II
OFFICE OF THIS CORPORATION

The location of the office of this Corporation shall be 8965 Guilford Road, Suite 190, Columbia, Maryland 21046 and may change as approved by the Board of Directors.

ARTICLE III
OBJECT 

The objectives of this Corporation are:    

(A) To organize and operate a Corporation to serve the interests of Credit Unions, exclusively for non-profit purposes.

(B) To promote interest in and cooperation among credit unions, and to establish such relationships and mutual understanding among credit unions and members thereof, for the welfare of credit unions, their members and the credit union movement as a whole.

(C) To advocate and promote the highest standards of conduct and efficiency in credit union orga­nizations, operations and supervision.

(D) To assist and encourage the organization of additional credit unions, and to disseminate informa­tion in respect to the benefits of credit unions and the methods of their organization and operation.

(E) To promote and publicize the credit union movement.

(F) To study legislation applicable to credit unions, and to represent the constituent credit unions of this Corporation, and their members in legislative matters, Federal, State and Local.

(G) To establish and maintain such entities as may, from time to time, be deemed neces­sary to the effective operation of this Corporation and its objectives, and to carry on such busi­ness functions for and on behalf of the credit unions constituting this Corporation and the respective members thereof and for the financial sup­port of this Corporation.

(H)  To promote such meetings for the interchange of information and suggestions relative to the common good of credit unions, and to conduct educational programs rela­tive thereto.

(I)   To engage with all Federal, State and Local governmental agencies having a legal relationship with member credit unions, and to advocate for the members of this Corporation with such agencies.

(J)   To further in every way the development and progress of credit unions.

(K) To engage with other entities having similar objectives and purposes.

ARTICLE IV
MEMBERSHIP 

SECTION 1: Qualifications of Members

Any credit union duly organized and operating shall be eligible for membership in this Corporation if it meets with all the requirements of the Charter and By-Laws of this Corporation. 

SECTION 2: Obligation of Members

Each member, by accepting membership in, and having been accepted as a member of this Corporation is bound to comply with the Charter and By-Laws of this Corporation and does agree to abide by and observe in good faith the By-Laws, resolutions, rules and regulations of this Corporation and its Board of Directors in effect from time to time, and to pay all fees, dues and assessments properly and lawfully determined in accordance with these By-Laws.

SECTION 3: Application for Membership

Payment of dues and assessments by any credit union meeting membership requirements shall constitute formal application for membership to the Corporation.

 

 

SECTION 4: Dues and Assessments

Dues and assessments, both as to the amount and times of payment, shall be fixed as imposed by Article IX, Section 1 of these By-Laws.

SECTION 5: Suspension and Expulsion

Any member may be suspended or expelled and membership in this Corporation forfeited by a majority vote of the Board of Directors thereof for non­payment of dues and for violation of these By-Laws.  Rules and procedure governing the suspension or expulsion of a member shall be determined by the Board of Directors, provided, however, that any member charged with a violation of these By-Laws except for non-payment of dues, be given the oppor­tunity of a hearing by the Board of Directors prior to the taking of a vote on its suspension or expulsion.

SECTION 6: Resignation

A Credit Union desiring to resign from this Corporation shall notify the Secretary in writing. The Board of Directors shall act upon the resignation of the Credit Union at its regular meeting after the receipt of the aforesaid notice. The resignation of a Credit Union from this Corporation shall not relieve the credit union of any indebtedness to this Corporation.  

ARTICLE V
MEETINGS OF MEMBERS 

SECTION 1: Annual Meeting of the Members

(A) DATE

The annual meeting of the members of this Corporation shall be held on any day or days as may be fixed by the Board of Directors, for the transaction of general business.

(B) NOTICE

Notice of every annual meeting of the membership shall be given to each member credit union at least fifteen (15) days prior by an instrument in writing or by electronic transmission.  Such notice of the meeting shall state the place, date, and hour of such meeting.  Such notice shall be given to each member credit union by mailing it postage prepaid or by electronic transmission and will be addressed to the Chairperson and the President/CEO at the credit union address as it appears upon the books of this Corporation.

(C) MATERIALS

At least fifteen (15) days prior to the annual meeting of the members the following shall be sent to each Chairperson and President/CEO of each member credit union by an instrument in writing or by electronic transmission.  The materials shall include:

1. The business meeting agenda;

2. The minutes of the prior year’s annual meeting of the members;

3. Copies of any properly filed resolution for consideration by the members at the annual meeting of the members;

4. Any other information or material concerning matters to come before the membership at the annual meeting as approved by the Board of Directors.

 (D) LIST OF MEMBERS

Prior to each annual meeting of the members, the Secretary shall prepare or review a full, true and complete list in alphabetical order of all delegates and alternates entitled to vote at such meeting, and shall be responsible for the production of such list at such annual meeting of the members.

 (E) ORDER OF BUSINESS

      1.   Determination of a quorum and submission of an alphabetical list of members entitled to vote thereat by the Secretary.

      2.   Call to order.

      3.   The Secretary of this Corporation or any person directed by the secretary shall provide proof of the delivery either by an instrument in writing or by an electronic transmission that proper notice was given to the membership.  Either shall be accepted as proof of notice to the membership.

      4.   Reading of the minutes of the last meeting and approval thereof.

      5.   Reports.

      6.   Unfinished business.

      7.   New business.

      8.   Announcement of the results of the election of directors.

      9.   Adjournment.

(F) RESOLUTIONS

Resolutions for consideration at the annual meet­ing of the members must be submitted in writing, at least forty-five (45) calendar days before the annual meeting of the members to the Chairperson of this Corporation for review and recommendation by the Board of Directors or a named By-Laws Governance Committee for consideration and recommendation by the Board of Directors.  Copies of resolutions recommended by the Board of Directors shall be given by an instrument in writing or delivered by electronic transmission to the Chairperson and President/CEO of each member credit union at least fifteen (15) cal­endar days before the annual meeting of the members.

(G) BOARD OF DIRECTORS

A Director of this Corporation, although not a del­egate, shall be entitled to the privileges of a delegate at all meetings, except that unless the Director is a duly designated and registered delegate, shall not be entitled to vote.

(H) QUORUM

At any meeting of members the presence of twelve (12) delegates as provided in Section 1(I) of this Article V, shall be necessary and sufficient to consti­tute a quorum for the election of directors or for the transaction of other business; but, in the absence of a quorum, the delegates who shall be present at any meeting (or adjournment thereof) may, by vote of a majority of those present, adjourn the meeting from time to time, but not for a period of greater than thirty (30) days at any one time, by announcement at the meet­ing until a quorum shall attend.  At any such adjourned meeting at which a quorum shall be pre­sent, any business may be transacted which might have been transacted at the meeting as originally notified.

(I) VOTING

Each dues paying member credit union, and including a credit union whose dues have been waived by the Board of Directors, shall be entitled to two (2) voting delegates or alternates.  The maximum votes authorized to be cast by the delegates or alternates of a member credit union shall be two (2).  The designated delegates and alternates must be members of that credit union's official family.  The official family of a dues paying member credit is defined as a) a Board Member, b) a Committee member, or c) paid staff.  They shall be designated by the member credit union and they shall serve until their successors are duly designated.  The Secretary of the Corporation Board shall be notified by an instrument in writing or by electronic transmission of the names of the two voting delegates and the two alternates. Should only one (1) delegate or alternate be available to vote, that delegate or alternate shall have the authority to cast the two (2) votes of the credit union. A member may vote by proxy.

SECTION 2:  Special Meetings of all Corporation Members

(A) Calling a Special Meeting of the Members

Special meetings of the members of this Corporation may be called at any time by the Chairperson or by a majority of the Board of Directors. A Special meeting of the members may also be called upon the request by an instrument in writing or by electronic transmission by a majority of the member credit unions. Upon request by an instrument in writing or by electronic transmission delivered to the Chairperson of a majority of all member credit unions, it shall be the duty of the Chairperson to call a Special Meeting of the members within ninety (90) days. Such request shall state the purpose of the meeting and notice thereof shall be given as provided in Section 2(B) of this Article V. No business other than that stated in the notice of the meeting shall be transacted at any special meeting of the members however called. Special meetings of the members shall be held at the principal office of the Corporation except in cases in which the notice of the meeting designates some other place; but all meetings shall be held within the State of Maryland or within the District of Columbia.

(B) Notice of Special Meetings

Notice of every Special Meeting of the members shall be given to each member credit union at least fifteen (15) days prior by an instrument in writing or by electronic transmission.  Such notice of the meeting shall state the place, date and hour of such meeting and shall also state the business proposed to be transacted thereat.  Such notice shall be given to each member credit union by mailing it postage prepaid or by electronic transmission and will be addressed to the Chairperson and the President/CEO at the credit union address as it appears upon the books of this Corporation.

(C) Materials

At least fifteen (15) days prior to the Special Meeting of the members the following shall be sent to each Chairperson and President/CEO of each member credit union by an instrument in writing or by electronic transmission.  The materials shall include:

1. The Special Meeting agenda;

2. Any other information or material concerning matters to come before the membership at the Special meeting as approved by the Board of Directors.

(D) Quorum

At any meeting of members the presence of twelve (12) delegates as provided in Section 2(E) of this Article V, shall be necessary and sufficient to consti­tute a quorum for the election of directors or for the transaction of other business; but, in the absence of a quorum, the delegates who shall be present at any meeting (or adjournment thereof) may, by vote of a majority of those present, adjourn the meeting from time to time, but not for a period of over thirty (30) days at any one time, by announcement at the meet­ing until a quorum shall attend.  At any such adjourned meeting at which a quorum shall be pre­sent, any business may be transacted which might have been transacted at the meeting as originally notified.

(E) Voting

Each dues paying member credit union, including a credit union whose dues have been waived by the Board of Directors, shall be entitled to two (2) voting delegates or alternates.  The maximum votes authorized to be cast by the delegates or alternates of a member credit union shall be two (2). The designated delegates must be members of that credit union's official family.  The official family of a dues paying member credit union is defined as a) a Board Member, b) a Committee member, or c) paid staff.  They shall be designated by the member credit union and they shall serve until their successors are duly designated.  The Secretary of the Corporation Board shall be notified by an instrument in writing or by electronic transmission of the names of the two voting delegates and the two alternates.  Should only one (1) delegate or alternate be available to vote, that delegate or alternate shall have the authority to cast the two (2) votes of the credit union. A member may vote by proxy.

 ARTICLE VI
BOARD OF DIRECTORS

SECTION 1: Powers and Duties

The business and property of this Corporation except as otherwise provided by statute or by the charter or by these By-Laws, shall be conducted and managed by its Board of Directors which shall consist of the number of directors as hereinafter set forth.  There shall be a minimum of six (6) at large directors which may be changed by affirmative vote of the Board of Directors from time to time provided that their remain an odd number of total Directors, one (1) volunteer Director at-large and one (1) Director representing each active chapter elected pursuant to Article VI Section 2.

The Board of Directors may at its discretion:

(A) Establish policies for this Corporation, for the promotion and advancement of its objectives, the establishment of internal controls, the purpose of exer­cising the powers of the Directors and for the guid­ance of officers and employees.

(B) Form Committees as designated in Article VIII, Section 3.

(C) Control and safeguard the funds and other properties of this Corporation and direct all expendi­tures and disbursements to select financial institutions to act as depositories of the funds of this Corporation, invest funds as appropriate for the goals of this Corporation, and to determine the manner of receiving, depositing and disbursing such funds. There shall be no personal liability against the Directors hereunder except for gross negligence or bad faith.

(D) Establish and encourage the operations of Chapters of the Corporation as may be created and/or changed by affirmative vote of the Board of Directors, to aid such Chapters as required in the conduct of regular meetings and to issue uniform By-Laws which shall be adopted by each Chapter of this Corporation.

This provision is in no way to be construed as to authorize chapters to act on behalf of the Corporation, create liability or otherwise bind the Corporation with any act, activity, transaction, business, function, debt, affair, negligence, contract, or other matter of any Chapter of this Corporation.

(E) Employ a President/CEO, other staff or contractors upon such terms, conditions and compensations as they may deem necessary and to discharge such persons in their discretion.

(F) Incur all proper expenses necessary in their judgment for the discharge of their duties and in the exercise of their power.

(G) Carry out the policies, by-laws, rules and regulations of this Corporation, now in force and those which may from time to time be adopted by the Directors or by the members.

 

(H) Take lawful steps which may, in their discre­tion be necessary and proper for the purpose of effectuating the policies of this Corporation and enforcing all provisions of these By-Laws, and any amendments thereof, and to that end to employ counsel, auditors and others, and to cause appro­priate proceedings, suits or actions to be instituted or taken in the name of this Corporation, or its mem­bers, and to incur such expenses as they may deem necessary for such purposes.

(I) Keep minutes of its meetings and full accounts of its transactions.

(J) Take any other actions at its discretion it deems necessary for the Corporation.

SECTION 2: Election

(A) All directors at large, and the volunteer-at-large shall, be elected by either mail ballot or electronic transmission as determined by the Board of Directors of the Corporation as hereinafter set forth. The term of each Director shall be for three years and each Director elected shall hold office until his successor shall have been elected and qualified or until he/she shall die, resign, or shall have been disqualified by dissolution of his/her credit union, evidenced by cessation of business or the withdrawal, suspension or expulsion of his/her credit union or membership in this Corporation or is absent without excuse for three (3) consecutive regular meetings of the Board of Directors.

(B) No member credit union shall be entitled to more than one (1) Director on the Corporation Board, either as an at large Director, a volunteer Director or a Chapter director.   

(C)  A Director elected at large must be a member of their credit union's official family.  Official family is defined as 1) an existing board or committee member, or 2) paid staff member. The volunteer Director must be an existing board or committee member. The position of Volunteer Director shall not be open to professional or paid staff or employees of a credit union. Each Director at large and the volunteer Director must be from a credit union who is a member-in-good standing of the Corporation at the time of election and also throughout the term.                          

(D)  Each dues paying credit union shall be entitled to one vote as cast by its Chairperson or President/CEO, or other credit union employee or volunteer specifically authorized to cast a vote as certified by the credit union’s secretary.        

(E)  Nominating committee.

1.   At least one hundred twenty (120) days before the annual meeting, the Board of Directors shall appoint a nominating committee of at least three directors whose terms are not expiring.  The Secretary shall not be a member of the nominating committee.  

2.  The nominating committee shall nominate at least one person for each at large vacancy on the Board of Directors, after determining that a proposed nominee agrees to permit the nomination and, if elected, to accept the office.  

3.   The nominating committee shall file its nominations with the Secretary at least ninety (90) days before the annual meeting.                        

(F)  Nominations by Members

1.  (i) Five percent (5%) of the dues paying member credit unions may nominate a candidate for directorship by signing a petition and/or a letter on the credit union letterhead.

     (ii) Each nominee shall certify that the nominee agrees to permit the nomination and, if elected, to accept the office.

     (iii) Each petition and/or letter shall be signed by the secretary of the board of directors of the dues paying member credit union.

2.  The petitioners shall file their nominations with the Secretary at least sixty (60) days before the annual meeting.  The Secretary will determine the validity of all petitions or letters and the Secretary’s decision will be final and binding on all parties.

(G)   Ballots generally.

1.   When only one (1) nominee is nominated for a position to be filled, the Chairperson will declare the nominees elected by general consent or acclamation at the annual meeting.

2.  If the nominations of the nominating committee and any petitioners provide more than one nominee for each directorship to be filled, the Secretary shall mail or delivered by electronic transmission to each Chairperson and President/CEO of each dues paying member eligible to vote, at least forty-five (45) days before the annual meeting, 

(i)  One (1) printed or electronic ballot, clearly identified as a ballot, on which appears the name of each nominee, in alphabetical order in a form that the Nominating Committee approves. There shall be included with the ballot a brief statement of the nominee’s qualifications and biographical information and a photograph may be included.  Incumbents may be identified on the ballot as such;

(ii)  A postage prepaid and preaddressed envelope, if the ballot is sent by mail, clearly marked with instructions to place the completed ballot and the identification form in the envelope and seal the envelope; and 

(iii)  An Identification form, either printed or electronic, to be completed to include the name and address of the credit union and the name and title of the person completing the ballot; and 

(iv)  Instructions on how the member credit union may vote by electronic transmission.

3.  One form may be created that represents a combined ballot/identification form.

(H) Tellers of the Election.  The Board of Directors shall appoint the tellers of the election.

(I)  Return of Ballot.  The tellers of an election may not count a ballot unless it is:

1.  Mailed or delivered by electronic transmission to the tellers; and

2.  Received by the tellers not later than midnight of the 7th day before the date of the annual meeting.

(J)  Tabulation of Vote.  The tellers of the election shall:

1.  Verify or cause to be verified the name of each credit union and credit union representative casting the vote as it appears on the identification form,

2.  Authenticate any questionable or challenged identification form;

3.  Keep the verified identification form and ballot for safekeeping pending the count of the vote;

4.  Keep separate any questionable or challenged identification form and ballot until the authentication, verification, or challenge is resolved;

5. Determine that each eligible credit union does not vote more than once; and

6.  After the time set in subsection (i) (2) of this section, tally the votes and report the results to the Board of Directors.

(K)  Announcement of Results.  The Board of Directors shall report the results of the election at the annual meeting of the members.

The method of election and term of a Director representing a Chapter shall be determined in the Chapter Bylaws, except that the Corporation Chapter Director must be a member of their credit union's official family, that is a) a board member, b) a committee member, or c) a paid staff member. Each Chapter Director must be from a credit union who is a member in good standing of the Corporation at the time of election and also throughout the term. 

SECTION 3: First Regular Meeting

Within ten (10) business days after each annual meeting of the members, the Board of Directors shall meet for the purpose of organization and election of officers and transaction of other business.

SECTION 4: Additional Regular Meetings

In addition to the first regular meeting, regular meetings of the Board of Directors shall be held either electronically, at the principal business office of this Corporation or at such places as may be fixed from time to time by the Board of Directors.

SECTION 5: Special Meetings

Special meetings of the Board of Directors shall be held whenever called by the Chairperson, by a majority of the Directors, or by a majority of the Executive Committee.

SECTION 6: Place of Meetings

Subject to the provisions of Section 3 of this Article VI, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.  In the absence of any such determination, meetings of the Board of Directors shall be held at the principal business office of this Corporation.

SECTION 7: Notice of Meetings

Notice of the place, day and hour of every meeting shall be given to each Director by an instrument in writing or by electronic transmission before the day set for the meeting.

SECTION 8: Quorum

A majority of the Board of Directors shall be nec­essary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board of Directors; but if at any meeting there be less than a quorum present, a majority of those pre­sent may adjourn the meeting from time to time, but not for a period of over ten (10) days at any one time, without notice other than by announcement at the meeting until a quorum shall attend.  At any such adjourned meeting at which a quorum shall be pre­sent, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 9: Removal

At any annual or special meeting of the mem­bers, any Director elected at large or the volunteer Director at large may, by the vote of a majority of the delegates or alternates, be removed from office and another may be elected in place of the person so removed to serve for the remainder of the term.  However, prior to the taking of a vote, the Director will be given the opportunity of a hearing by the delegates. Notice of the action and the right to a hearing shall be given by notice in writ­ing mailed ten (10) days before the day set for the meeting.

SECTION 10:  Vacancies

If any Director elected at large shall:

A.  Die; or

B.  Resign; or

C.  If the members shall remove any Director without electing another in his/her place; or

D. Have been disqualified by dissolution of his/her credit union, evidenced by cessation of business; or the credit union is no longer eligible for membership in the Corporation;

E.  The withdrawal, suspension or expulsion of his/her credit union from the membership in the Association; or

F.  Is absent without excuse for three (3) consecutive regular meetings of the Board of Directors, or

G.  Is not a member of the credit union’s official family as set forth in Article VI, Section 2(c);

then, a majority of the remaining directors may declare his/her office vacant and may appoint a successor to hold office for the unexpired portion of the former director’s term.

Notwithstanding the above, upon any vacancy occurring in an at-large director, the Board of Directors is authorized to adjust the term of the that open position so that approximately an equal number of regular terms expire at each annual meeting.

SECTION 11:  Telephone Meetings

Members of the Board of Directors or a committee of the Board may participate in a meeting by means of a conference telephone, electronic video screen communication, or other electronic transmission by and to the Corporation.  Participation in a meeting by these means constitutes presence in person at the meeting as long as participating Directors or committee members can communicate with other participants concurrently and the Corporation implements some means of verifying that each person participating is entitled to vote and participate or take any other appropriate action.

 

ARTICLE VII
OFFICERS

SECTION 1: Executive Officers

There shall be a Chairperson, a Vice Chairperson, a Secretary, a Treasurer and such other officers as the Board from time to time considers necessary for the proper conduct of the business of this Corporation.  The Chairperson, Vice Chairperson, Secretary and Treasurer shall be elected annually by the Board of Directors from its own number at its first meeting fol­lowing the annual meeting of members.  Each such officer shall hold office for a term of one (1) year, and thereafter until his successor is elected and qualified or until his death, resignation or removal.

SECTION 2: Chairperson

The Chairperson shall when present, preside at all meetings of the members and Directors; he/she shall have general management and direction of the business of this Corporation and all powers ordinari­ly exercised by the Chairperson of a Corporation; he/she shall have authority to sign and execute, in the name of  this Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments; he/she shall annually prepare a full and true statement of the affairs of this Corporation which shall be submitted at the annual meeting of the members; and shall be filed within twenty (20) days thereafter at the princi­pal office of this Corporation in the State of Maryland.

SECTION 3: Committee Appointments

The Chairperson shall appoint the members of all standing and special committees pursuant to Article VIII, Section 3.

SECTION 4: Vice Chairperson

In the absence of the Chairperson, the Vice Chairperson shall perform all the duties of the Chairperson, and when so acting shall have the pow­ers of the Chairperson.  The Vice Chairperson shall (if provided by resolution of the Board of Directors) have the authority to sign and execute in the name of this Corporation all authorized deeds, mortgages, bonds, contracts or other instruments, and shall also have such additional powers and duties as may be assigned to him/her by the Board of Directors.

SECTION 5: Secretary

The Secretary shall keep the minutes of the meet­ings of the members of the Board of Directors and the Executive Committee in books provided for that purpose; he/she shall see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; he/she shall be the custodian of the records of this Corporation; and, in general, he/she shall perform all duties ordinarily inci­dent to the office of a Secretary of a Corporation, and such other duties as, from time to time, may be assigned to him/her by the Board of Directors, or by the Chairperson.

 

SECTION 6: Treasurer

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and dis­bursements of this Corporation, and shall deposit, or cause to be deposited in the name of this Corporation all monies or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he/she shall render to the Chairperson and to the Board of Directors, whenever requested, an account of the financial condition of this Corporation, and, in general, shall perform all the duties ordinarily inci­dent to the office of a treasurer of a Corporation, and such other duties as may be assigned to him/her by the Board of Directors or by the Chairperson.

SECTION 7: President/Chief Financial Officer

The President/CEO, who shall be employed by the Corporation under the authority of the Board of Directors and manage the business of this Corporation under the direction of the Board of Directors.  His/her primary function shall be the supervision of the day to day business operations of the Corporation and the management of its staff and resources.

SECTION 8: Subordinate Officers

The Board of Directors may appoint such subordi­nate officers as it may deem desirable.  Each such officer shall hold office for such period, and shall have such authority and perform such duties, as the Board of Directors may prescribe.  The Board of Directors may, from time to time, authorize any offi­cer to appoint subordinate officers and prescribe the powers and duties thereof.

 

SECTION 9: Compensation

The Board of Directors shall have the power to fix the compensation of all employees of the Corporation.  It may authorize the President/CEO of the Corporation to fix the compensation of employees of the Corporation within budgets and policies approved by the Board of Directors.

SECTION 10: Officers Having More Than One Office

Two or more offices (except that of Chairperson and Vice Chairperson) may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

SECTION 11:  Removal

The Board of Directors at any regular or special meeting shall have the power to remove any officer for any cause which in its opinion it deems justifi­able, and such action shall be conclusive on the offi­cer so removed.  The Board may authorize any offi­cer to remove subordinate officers.

SECTION 12: Officer Vacancies

The Board of Directors at any regular or special meeting shall have the power to fill a vacancy occur­ring in any office for the unexpired portion of the term.

 

ARTICLE VIII

COMMITTEES

SECTION 1: Executive Committee

The Board of Directors may provide for an Executive Committee which will be composed of the Chairperson, Vice Chairperson, Secretary and Treasurer of the Board of Directors and any other Director or committee chairperson it designates as a member of the Executive Committee from time to time.  During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management of the busi­ness and affairs of this Corporation, to the extent authorized by resolution adopted by a majority of the entire Board of Directors.  The Executive Committee shall keep full and fair accounts of its transactions. All actions shall be reported to the Board of Directors at its next meeting succeeding such action, and shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration.

SECTION 2: Meetings of the Executive Committee

A majority of the Executive Committee shall be necessary and sufficient to constitute a quorum.  The Executive Committee may determine its rules or pro­cedures and the notice to be given of its meeting.

 

SECTION 3: Other Committees

The Board of Directors may provide for such other standing and special committees as it deems desirable and discontinue the same at its pleasure.  The Chairperson shall appoint and charge each committee and the Chairperson of the Committee thereof, unless otherwise directed by the Board of Directors.  Each such committee shall be composed of no less than three (3) members with at least one (1) mem­ber a Director. Other members must be members of the official family of member credit unions.  The Chairperson may remove any committee member unless otherwise directed by the Board of Directors.

SECTION 4: Notice of Meetings

Notice of the place, day and hour of every committee meeting shall be given to each member by an instrument in writing or by electronic transmission before the day set for the meeting by the Committee Chairperson.

  

ARTICLE IX
FINANCES

SECTION 1: Dues

This Corporation shall be financed by dues, assessed annually against its member credit unions. All dues are to be paid not later than February 1st.  Any change in the structural formula for the calculation of the annual dues shall be approved by the delegates or alternates of the member credit unions present at an annual meeting or by either mail ballot vote or by electronic transmission vote as determined by the Board of Directors of the Corporation pursuant to the following:

(A)  The Board of Directors of the Corporation shall establish a sequence of dates by which the voting procedures are initiated and completed.

(B)  The Board of Directors shall appoint tellers.

(C)  The Secretary of the Corporation shall mail or caused to be mailed or delivered by electronic transmission to the Chairperson and President/CEO of each member credit union eligible to vote:

1.  A printed or electronic ballot;

2.  An identification form, either printed or electronic, to include the name and address of the member credit union and the name and title of the person completing the ballot. The person completing the ballot must be a member of the credit union's official family. The official family of a member credit union is defined as a) a Board Member, b) a committee Member, or c) paid staff;

3.  A pre-addressed envelope, if by mail ballot vote, in which the completed ballot is to be returned to the tellers;

4.  A copy of the existing dues structural calculation affected by the proposed amendment and a copy of the proposed dues structural formula;

5.  When properly designated, one form can be printed that represents a ballot/identification form and pre-addressed return envelope if by mail ballot vote; and

6.  Instructions that describe how the member credit union may vote by electronic transmission.

(D)  The proposed change in structural formula in the calculation of annual dues will be adopted if approved by a majority of the ballots timely received from the member credit unions eligible to vote and voting.

(E)  The Corporation shall report the results to the member credit unions either by mail or electronic transmission by the date established by the Board of Directors.

(F)  If approved, the change in structural formula in the calculation of annual dues shall take effect for the succeeding calendar year.

Notwithstanding the above, any change in the structural formula for the calculation of the annual dues which results in a reduction of the annual dues for all affiliated credit unions will not require a vote of the membership.

SECTION 2: Revenue

This Corporation shall derive revenue from such other activities as it may maintain in accordance with the determination of the Board of Directors.

ARTICLE X
SUNDRY PROVISIONS 

SECTION 1: Negotiable Instruments and Other Evidences of Indebtedness

All checks for the payment of money, notes and other evidences of indebtedness, issued in the name of this Corporation shall be signed by either the Chairperson, Vice Chairperson, Secretary, Treasurer, or the President/CEO, as authorized and directed by the Board of Directors.  No check shall be signed in blank.

SECTION 2: Fiscal Year

The fiscal year of this Corporation shall be the cal­endar year, unless otherwise provided by the Board of Directors.

SECTION 3: Bonds

The Board of Directors may require any officer, agent or employee of this Corporation to give a Bond to this Corporation for the faithful discharge of his duties, in such amount, on such conditions, and with such surety or sureties, as may be required by the Board and when required shall be paid for by this Corporation.

SECTION 4: Conflict of Interest

No Director, committee member, officer, agent or employee of the Corporation shall in any manner, directly or indirectly, participate in the deliberation of any question affecting his/her pecuniary interest or the pecuniary interest of any Corporation, partnership or association (other than the Corporation) in which he/she is directly or indirectly interested. In the event of the disqualification of any Director respecting any matter presented to the Board of Directors for deliberation or determination such Director shall withdraw from such deliberation or determination; and in such event the remaining qualified Directors at the meeting, if constituting a quorum with the disqualified Director(s) may exercise with respect to this matter, by majority vote, all the powers of the Board. 

SECTION 5: Parliamentary Authority

Roberts Rules of Order, as from time to time revised, shall be the parliamentary authority in all matters not specified by these By-Laws.

SECTION 6: Amendments

(A)  These by-laws may be altered, amended or repealed and new by-laws may be adopted by either mail ballot vote or by electronic transmission vote as determined by the Board of Directors of the Corporation. By-laws for consideration to be voted on must be submitted for review, recommendation or amendment to the Board of Directors.

(B)  The Board of Directors of the Corporation shall establish a sequence of dates by which the voting procedures are initiated and completed. 

(C)  The Board of Directors shall appoint tellers.

(D)  The Secretary of the Corporation shall mail or caused to be mailed or delivered by electronic transmission to the Chairperson and President/CEO of each member credit union eligible to vote:

1.   A printed or electronic ballot;

2.   An identification form to include the name and address of the credit union and the name and title of the person completing the ballot.  Person completing the ballot must be a member of the credit union’s official family.  The official family of a credit union is defined as a) a Board Member, b) Committee Member, or c) paid staff;

3.   A pre-addressed envelope if mailed in which the completed ballot is to be returned to the tellers;

4.   A copy of the existing by-law affected by the proposed amendment and a copy of the proposed by-law;

5.   When properly designated, one form can be printed that represents a combined ballot/identification form and pre-addressed return envelope;

6.  Instructions that describe how the member credit union may vote by electronic transmission.

(E)  The amendment is adopted only if approved by 2/3rds of the ballots timely received from the member credit unions eligible to vote and voting.

(F)  The Corporation shall report the results to the member credit unions.

SECTION 8: Interpretation

Whenever herein the singular number is used, the same shall include the plural and the masculine gen­der shall include the feminine and neuter gender and vice-versa as the context shall require.  The cap­tions or headings used herein are for reference and convenience only and shall not enter into the inter­pretation hereof.

SECTION 9: Indemnification

As used in this Article X, Section 9, any word or words defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

The Corporation shall indemnify and advance expenses to a Director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

With respect to an employee or agent, other than a Director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

Section 10: Electronic Transmission

"Electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that:

(A)  May be retained, retrieved and reviewed by a recipient of the communication; and

(B)  May be reproduced directly in paper form by a recipient through an automated process.