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Delegates to League Annual Meeting to Vote on Proposed Amendments to Articles of Incorporation, Bylaws

Feb 27, 2014 by Lewis Wood

Delegates to League Annual Meeting to vote on proposed amendments to Articles of Incorporation and Bylaws.

The League Governance Committee is proposing the following amendments to the Articles of Incorporation and Bylaws of the Virginia Credit Union League.

The proposals are as follows:

VACUL Report of the Governance Committee

Bylaws (2014 Proposed Amendments)

Background:  The Virginia Credit Union League’s Board of Directors seeks member approval to amend the corporation’s Articles of Incorporation and Bylaws at the 2014 Annual Meeting.  Credit union delegates will be asked to vote on three proposed changes.  One change is to the Articles of Incorporation which requires a 2/3 affirmative vote for passage.  There are two proposed changes to the Bylaws that will require a ¾ affirmative vote for passage.  A brief summary of the changes are provided for your review.  Attached to this notice is the language as proposed.

Proposed Amendments to the Articles of Incorporation
  1. 1.       Article 4. Membership.  It is proposed the Articles be amended to add out- of- state credit unions which qualify under a Board adopted policy as eligible members.  Currently, out-of-state credit unions are only eligible for associate membership.  The board policy will address concentrations of assets and members to determine eligibility for this program.  Participating credit unions will be referred to as “Multi-League Credit Union Members”.
Proposed Amendments to the Bylaws
  1. 1.       Article IV. Membership. Section 1. Qualification of Members.  It is proposed that the Bylaws be amended in conjunction with 1 above.

 

  1. 2.      Article VII. Board of Directors. Section 2. Representation. (b) At Large Directors.  It is proposed that the Bylaws be amended to allow “Multi-League Credit Union Members” to have representatives who serve on the League Board as At Large Directors.

 

Article VII.  Board of Directors. Section 3.  Eligibility.  It is proposed that this section by amended to make the representatives of “Multi-League Credit Union Members”

 eligible as qualified directors.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VIRGINIA CREDIT UNION LEAGUE

4)         Members of the corporation shall be credit unions organized and operating in this State in accordance with state or federal credit union laws and which apply for and are elected to membership in accordance with the corporation’s bylaws.  In addition, the corporation recognizes as members credit unions organized and operating in other states that are eligible to participate in a program adopted by the Board of Directors for “Multi-League Credit Unions”. Each member shall have one vote on any matter voted upon at any annual or special meeting of members.  Directors of the corporation shall be elected as hereinafter provided.  The President of the corporation shall be ex-officio a member of the Board of Directors.

BYLAWS VIRGINIA CREDIT UNION LEAGUE

ARTICLE IV

Membership

Section 1. Qualification of Members.

Any credit union organized and operating in this State in accordance with state or federal credit union laws shall be eligible for membership in this Corporation, provided it meets all of the requirements of the Articles of Incorporation and Bylaws of this Corporation.  A “multi-league credit union” as defined by Board of Directors policy shall be eligible for membership in this Corporation, provided it opts to participate and agrees to the conditions including a revised dues schedule as set forth.

(b)       At Large Directors. At Large Directors shall be elected by the members which are to include “multi-league credit union members” of the Corporation.  At no time shall more than two (2) At Large Directors be affiliated with members that have their principal office within the same Region

Section 3.  Eligibility.

To be elected to and serve on the Board of Directors, a person must be (1) a member in good standing of a credit union that is a member  within a Region described in Section 2 (a) (1) of this Article or as permitted under Section 2 (b) (2) a member in good standing of the board of directors, supervisory committee, credit committee or management staff of such member and (3) certified by the president or chairman of the board and the secretary of such member as meeting the requirements in (1) and (2).  If at any time during a director’s term of office the director no longer meets such eligibility requirements, the director immediately shall be deemed removed from office and the vacancy occasioned by such removal shall be filled by the Board as provided in Section 6 (b) of this Article.

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