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League Bylaws Committee Offers Proposed Articles, Bylaws Amendments for Approval By Membership

Feb 20, 2013 by Lewis Wood

The Virginia Credit Union League’s Board of Directors seeks member approval to amend the corporation’s Articles of Incorporation and Bylaws at the 2013 Annual Meeting. Credit union delegates will be asked to vote on six proposed changes. The three proposed changes to the Articles of Incorporation require a 2/3 affirmative vote for passage.

CONTACT:
David Miles
Senior Vice President of Association Services
800.768.3344, ext. 608
dmiles@vacul.org

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 2013 Annual Meeting. Credit union delegates will be asked to vote on six proposed changes. The three proposed changes to the Articles of Incorporation require a 2/3 affirmative vote for passage.

The three proposed changes to the Bylaws require a 3/4 affirmative vote for passage. A brief summary of the changes are provided for your review. A complete mark-up of the League’s Articles and Bylaws will be provided to delegates at the Annual Meeting.

PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION

  1. Article 2. Location of the League Office. It is proposed the Articles be amended to give the Board of Directors discretionary authority as to the location of the corporation’s principal office. Currently, it is required that office be in Lynchburg. Under the proposal the corporation will be required to maintain one or more offices within the Commonwealth of Virginia as designated by the Board of Directors.
  2. Article 5 A. Geographic divisions of the League. It is proposed the Articles be amended so that geographic divisions of the League are defined as regions. Currently, geographic divisions are defined as chapters. Those chapter divisions are then grouped into regions. Under the proposal, the League will still recognize and support chapters but regions will assume the more prominent role in matters of governance.
  3. Article 5 B. Number of Directors. It is proposed the Articles be amended so that the number of League directors as fixed in the bylaws will be a minimum of five and a maximum of thirteen. Currently, the number of directors shall be not less than thirteen. The Board is not requesting a bylaw change at this time so under the proposal the current number of directors will remain thirteen. Subsequent bylaw changes in ensuing years may reduce the number of League directors.

PROPOSED AMENDMENTS TO THE BYLAWS

  1. Article II. Location. It is proposed that the Bylaws be amended in conjunction with 1 above.
  2. Article VI Chapters (and other Bylaw references to chapters such as Article IV Membership and Article VII Board of Directors). It is proposed that the Bylaws be amended to broadly recognize chapters in local areas. However, governance requirements of those chapters will be removed from the League Bylaws and established by Board Policy. It is intended to give the chapters more flexibility in their operations. For instance, under the proposal chapters will be allowed to merge. Additionally, the chapters will define how they elect a governing board to oversee activities.
  3. Article IX Committees and Article XI Finance Section 5 Budget and Dues Committee. It is proposed that the Bylaws be amended to abolish all standing committees except the Nominating Committee. The Board of Directors shall retain the ability to appoint any committee as needed including those that may have been removed as required by the bylaws.

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