[Federal Register Volume 67, Number 249 (Friday, December 27, 2002)]
[Notices]
[Pages 79153-79160]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-32780]


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NATIONAL CREDIT UNION ADMINISTRATION


Corporate Federal Credit Union Bylaws

AGENCY: National Credit Union Administration (NCUA).

ACTION: Notice and request for comment.

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SUMMARY: The proposed changes update the corporate federal credit union 
(FCU) bylaws. This action is necessary because several of the bylaws 
had become outdated or obsolete. The proposal is intended to modernize 
and clarify the corporate FCU bylaws.

DATES: Comments must be received by February 25, 2003.

ADDRESSES: Comments should be directed to Becky Baker, Secretary of the 
Board. Mail or hand-deliver comments to: National Credit Union 
Administration, 1775 Duke Street, Alexandria, Virginia 22314-3428. You 
may Fax comments to (703) 518-6319 or E-mail comments to 
[email protected]. Please send comments by one method only.

FOR FURTHER INFORMATION CONTACT: Kent D. Buckham, Director, Office of 
Corporate Credit Unions (OCCU), National Credit Union Administration, 
1775 Duke Street, Alexandria, Virginia 22314-3428 or telephone: (703) 
518-6640.

SUPPLEMENTARY INFORMATION:

Background

    Section 108 of the Federal Credit Union Act (the Act) requires the 
NCUA Board to prepare bylaws to be used by all federal credit unions 
(FCUs). 12 U.S.C. 1758. The Garn-St Germain Depository Institutions Act 
of 1982 authorized the NCUA Board to differentiate the activities of 
corporate credit unions from natural person credit unions through 
rules, regulations, and orders of the NCUA Board. In recognition of the 
unique mission and operating needs of corporate FCUs, the NCUA Board, 
in coordination with the corporate credit union community, developed 
and adopted a set of standard Corporate Federal Credit Union Bylaws 
(bylaws) in March of 1983. Some revisions to specific bylaw articles 
related to Meetings of Members and Elections were published in the 
Federal Register in November 1994 amending the bylaws that were 
published in 1983. In the past 20 years significant regulatory, 
economic and institutional changes have taken place. The proposed 
revisions to the bylaws reflect the current legal and financial 
environment within which corporate credit unions operate.

Proposed Corporate FCU Bylaws

    The proposed bylaws have been revised so that they are more user 
friendly for corporate FCUs. Every effort was made to draft the 
proposed bylaws in plain English. Provisions in the existing bylaws 
that are outdated are deleted. Those provisions that are operational or 
addressed in law or regulations are deleted, unless it was determined 
that because of their importance they should also be included in the 
bylaws. In addition, revisions are proposed to modernize the bylaws, 
recognizing technological advances utilized by corporate credit unions. 
A table of contents will be provided with the final version of the 
bylaws.
    Corporate FCUs will be strongly encouraged to adopt the revised 
bylaws when they are finalized, but are not required to do so and may 
continue to use their previously approved bylaws. The Board, in an 
effort to achieve maximum participation by corporate FCUs, will allow 
them to adopt portions of the revised bylaws, if a corporate FCU finds 
that adoption of the entire revised bylaws is impracticable. The Board 
cautions corporate FCUs adopting only a portion of the revised bylaws 
to use extreme care because they run the risk of having inconsistent or 
conflicting bylaw provisions. In addition, although the Act requires 
corporate FCUs to use

[[Page 79154]]

the bylaws published by NCUA, corporate FCUs will continue to have the 
flexibility to request a nonstandard bylaw amendment if the need 
arises. 12 U.S.C. 1758. A corporate FCU must obtain approval from the 
Director of OCCU to adopt a non-standard bylaw.

Article by Article Analysis

    The following articles and sections have no substantive changes. 
There may be some minor editing or technical corrections:
    Article I (renumbered Article II), Sections 1 and 2;
    Article II (renumbered Article III), Section 1 and 2;
    Article III (renumbered Article IV) Section 4 (renumbered Section 
2) and Section 5 (renumbered Section 3);
    Article IV (renumbered Article V) Section 1;
    Article VI (renumbered Article VII) Section 1, 2, 3, 5, 6, 8, 9, 
and 10;
    Article VII (renumbered Article VIII) Section 1, 2, 3, 4, 5, 6, 7, 
8, 9 and addendum;
    Article VIII (renumbered Article IX) Section 1, 3, 4, 5, 6, 7 and 
addendum;
    Article IX (renumbered Article X) Section 1, 2, 3, 4, 5 and 6;
    Article XV (renumbered Article XI) Section 3; and
    Article XVII (renumbered Article XIII) Section 1.
    The following articles and sections have substantive changes:

Article II Renumbered Article III, Membership

    In Section 3, the consideration that the account of a member who 
has subscribed to a share and is current on the installment payments 
will not be terminated under the provisions of this section has been 
removed. It was eliminated due to the inapplicability to current 
corporate operations.
    Section 4 has been deleted because it required members to be 
terminated that were no longer within the field of membership on the 
day the bylaw was effective. The section has been amended to allow a 
member to remain a member until the person or entity withdraws or is 
expelled. It also permits a corporate FCU to restrict services to a 
member no longer in the field of membership and addresses the 
termination of membership in the case of a member converting to another 
form of financial institution.
    The portion of Section 5 following the first sentence has been 
deleted. It has been eliminated because it addressed operational 
procedures regarding the expulsion or withdrawal of a member of the 
corporate FCU.

Article III--Renumbered Article IV, Shares of Members

    Section 1 addresses the par value of a share. It eliminates the 
alternative of paying for the share in installments and requires the 
payment of the share to be made at the time of subscription. This 
change reflects current corporate FCU procedure.
    Section 2 (Maximum Shares), Section 3 (Receipt of Transactions), 
Section 6 (Trust Accounts), and Section 7 (Notice of Withdrawal) were 
deleted. These sections were operational in nature or antiquated.

Article IV--Renumbered Article V, Meetings of Members

    Section 2 addresses notice of meetings. This section was revised in 
November 1994 when amendments were adopted for both Part 704 and the 
bylaws as published in the Federal Register. The following proposed 
revisions address changes to the November 1994 version of this section. 
The words ``must give'' have replaced ``mailed'' in regard to meeting 
notification. It broadens the manner in which notification can be 
accomplished to allow electronic delivery. This section was also 
revised to address meeting notification for members who have consented 
to the electronic delivery of documents.
    Section 3 was amended to allow a special meeting request by 5 
percent of the members instead of at least 25 members or 5 percent of 
the members. This relaxed the threshold for smaller corporate FCUs to 
request a special meeting.
    Section 4 was amended by inserting the lesser of 15 members or 20 
percent of the membership instead of 15 members being required for a 
quorum.

Article V-Renumbered Article VI, Elections

    Sections 1 and 2 of this Article were revised and Sections 4 and 5 
were added in November 1994 when amendments where adopted for both Part 
704 and the bylaws as published in the Federal Register. The following 
proposed revisions address changes to the November 1994 version of this 
section.
    In Section 1, references to candidate have been changed to member. 
The wording ``Notice may be accomplished as prescribed in Article V, 
Section 2.'' was inserted referring to members consenting to the 
electronic delivery of documents. The regulatory reference was updated, 
changed from 704.12(a) to 704.14(a), to reflect the appropriate section 
of Part 704.
    Section 2 regarding the election process was deleted. It has been 
replaced by Section 2 of option A4 from Article V of the Federal Credit 
Union Bylaws revised October 1999. This option allows election by 
electronic device, including but not limited to telephone and 
electronic mail. In addition, the following amendments were added to 
the section: A sentence stating that all elections are determined by 
plurality vote; in subsection (c)(1), the requirement that a brief 
statement of qualifications and biographical data be provided for each 
candidate and the order of the candidates' names be printed on the 
notice of balloting as determined by the drawing of lots; and in 
subsections (c)(5) and (d)(8), the phrase ``by the secretary'' has been 
added as the person responsible for verifying the vote at the annual 
meeting.
    Section 3 regarding proxy voting was deleted. It has been replaced 
by Article V, Section 3 of option A4 from the Federal Credit Union 
Bylaws revised October 1999 pertaining to nominations.
    Section 4 regarding mail balloting was deleted. It has been 
replaced by Article V, Section 4 of option A4 from the Federal Credit 
Union Bylaws revised October 1999 pertaining to proxy voting. Added to 
this section was the limitation that a voting representative may serve 
as a voting representative of only one member and a member has only one 
vote.
    A Section 5 has been added requiring notification to NCUA of the 
names and addresses of various officials and committee members.

Article VI (Renumbered Article VII), Board of Directors

    In Section 4, the following terms have been replaced: ``conference-
telephone-call meetings'' with meetings ``using audio or video 
teleconference methods,'' ``executive officer'' with ``chair,'' 
``ranking assistant executive officer'' with ``ranking vice chair'' and 
``conferee'' with ``participant''. This section now allows 
teleconference methods for conducting special meetings. The requirement 
of in person meetings has been relaxed from one per quarter to one per 
year.
    In Section 7, Asset/Liability Management Committee (ALCO) member 
replaces investment committee member. The section previously allowed 
the board to designate another member of the corporate credit union to 
act temporarily in the place of a board member, membership officer, 
executive committee or investment committee member who is absent, 
disqualified, or unable to perform the duties of their office. This 
section has been revised to

[[Page 79155]]

include credit committee members as also eligible for temporary 
replacement by a designee of the board. In addition, the board may 
designate a member or members of the corporate to act on all committees 
mentioned in this section, when necessary, to attain a quorum. This was 
broadened from just the credit committee.

Article VII (Renumbered Article VIII), Board Officers, Executive 
Committee, Asset/Liability Management Committee (ALCO), and Management 
Staff

    In Section 10, the ALCO replaces the investment committee. This 
section now requires the appointment of an ALCO of at least three. The 
previous section allowed the board's discretion in appointing an 
investment committee of at least two. This section is amended to 
reflect the inclusion of at least one board member on the ALCO, 
providing consistency with regulatory requirements.
    In Section 11, the ALCO replaces the investment committee.

Article VIII (Renumbered Article IX), Credit Committee

    Section 2 has been revised to include qualified corporate credit 
union staff as eligible for selection to the credit committee.

Article X, Loan and Lines of Credit; Article XI, Reserves; Article XII, 
Dividends; and Article XIII, Deposit and Disbursement of Funds--
Investments and Borrowing

    These Articles have been deleted. They addressed operational 
procedures, more appropriately covered by internal corporate FCU 
guidance.

Article XIV (Renumbered Article I), Definitions

    The definitions for the terms ``paid-in and unimpaired capital'', 
and ``surplus'' were deleted. Such terms are operational in nature. The 
term ``board'' was added and defined.

Article XV (Renumbered Article XI), General

    In Section 1, the confidentiality of members' transactions was 
previously qualified ``except to the extent deemed necessary by the 
board.'' It has been changed to ``except when permitted by state or 
federal law.''
    Section 2 has been revised to state that the ALCO members as well 
as any member of the credit committee or the supervisory committee that 
has been disqualified must withdraw from deliberation or determination 
of a committee matter.

Article XVI (Renumbered Article XII), Operations Following an Attack on 
the United States (Title amended to: Operations Following an Attack on 
the United States or Catastrophic Occurrence Otherwise Rendering the 
Corporate Credit Union Inoperable)

    Section 1 has been revised to include ``or other catastrophic 
occurrence causing a contingency situation.''
    Section 2 has been revised to include ``catastrophic occurrence'' 
and a ``contingency situation.''
    Section 3 was added to this article. It requires maintaining and 
periodically testing an organization-wide contingency plan that 
addresses all reasonable emergency and disaster scenarios.

Request for Comment

    The Board is interested in receiving comments on the proposed 
format of the FCU Bylaws, as well as any substantive issues those 
commenting wish to see addressed in the final bylaws.

    By the National Credit Union Administration Board on December 
19, 2002.
Becky Baker,
Secretary of the Board.

Bylaws

Federal Credit Union, Charter No. ----------

(A Corporation Chartered Under the Laws of the United States)

Article I. Definitions

    Section 1. When used in these bylaws the terms:
    (a) ``Act'' means the Federal Credit Union Act, as amended.
    (b) ``Administration'' means the National Credit Union 
Administration.
    (c) ``Regulation'' or ``regulations'' means rules and regulations 
issued by the National Credit Union Administration.
    (d) ``Share'' or ``shares'' means any amount deposited for the 
credit of a member or other account holder and includes, but is not 
limited to, share accounts, share certificate accounts, share draft 
accounts, and nonmember accounts (however denominated) permitted by 
law.
    (e) ``Board'' means board of directors of this corporate credit 
union.
    Section 2. If included in the definition of the field of membership 
in the organization certificate (charter) of this corporate credit 
union, the term or expression ``organizations of such members'' means 
an organization or organizations composed of entities that are within 
the field of membership of this corporate credit union.

Article II. Name--Purposes

    Section 1. The name of this corporate credit union is as stated in 
Section 5 of the charter (approved organization certificate) of this 
corporate credit union.
    Section 2. The purpose of this corporate credit union is to foster 
and promote the economic well-being, growth and development of its 
members through effective funds management, interlending, investment 
services and such other activities and services that may be beneficial 
to its members and are authorized by Act and regulations.

Article III. Membership

    Section 1. The field of membership of this corporate credit union 
is limited to that stated in Section 5 of its charter.
    Section 2. Applications for membership eligibility under Section 5 
of the charter must be signed by the applicant on forms approved by the 
board. Upon approval of the application and upon subscription to a 
share with par value as established by the board in Article IV and the 
payment of a uniform entrance fee, if required by the board, the 
applicant is admitted to membership. Application must be approved by a 
majority of the directors, a majority of the members of a duly 
authorized executive committee, or by a membership officer. If a 
membership application is denied, the reasons must be furnished in 
writing to the applicant upon written request.
    Section 3. Membership of any member whose account contains less 
than the minimum required in Article IV, Section 1 may be terminated in 
accordance with procedures established by the board of directors.
    Section 4. Once a person or entity becomes a member that person or 
entity may remain a member until the person or organization chooses to 
withdraw or is expelled in accordance with the Act. A corporate credit 
union that wishes to restrict services to members no longer within the 
field of membership should specify the restrictions in this section. In 
the case of a member credit union that converts to another form of 
financial institution outside the field of membership, membership 
ceases at a mutually agreeable time not to exceed six months from the 
conversion date.
    Section 5. A member may be expelled only in the manner provided by 
the Act.

Article IV. Shares of Members

    Section 1. The par value of each share will be----------(as 
determined by the board) and payable at the time of the subscription.
    Section 2. Shares of a member may be transferred among the member's

[[Page 79156]]

accounts or to another member in such manner as the board may 
prescribe.
    Section 3. Unless otherwise provided by the board, shares may be 
withdrawn on any day when payment on shares may be made; provided that 
no member may withdraw shareholdings that are pledged as required 
security on loans without the written approval of the credit committee 
or a loan officer, except to the extent that such shares exceed the 
member's total primary and contingent liability to the corporate credit 
union.

Article V. Meetings of Members

    Section 1. The annual meeting of the members must be held at such 
time and place as the board will determine and announce in the notice 
prescribed in section 2 of this Article.
    Section 2. At least 75 days before the date of any annual meeting 
or 10 days before the date of any special meeting of the members, the 
secretary must give written notice to each member appearing on the 
records of this corporate credit union. Such notice must state the 
date, time, and location of the meeting and such other information as 
the board of directors determine consistent with these bylaws. Any 
meeting of the members, whether annual or special, may be held without 
prior notice, at any place or time, if all the members entitled to 
vote, who are not present at the meeting, waive notice in writing, 
before, during, or after the meeting. The notice for the annual meeting 
will advise the members of the deadlines for elections.
    In the case of members who have previously consented to the 
electronic delivery of documents, said notice may be sent by electronic 
mail to the e-mail address that appears on the records of the corporate 
credit union.
    Section 3. Special meetings of the members may be called by the 
executive officer or the supervisory committee as provided in these 
bylaws, or by applicable law or regulation, and may be held at any 
place permitted for the annual meeting. A special meeting must be 
called by the executive officer within 45 days of receipt of a request 
of 5 percent of the members as of the day of request; provided that a 
request of no more than 100 members is required. Notice must be given 
as provided in section 2 of this article and must state the purpose for 
which it is to be held. No business other than that related to this 
purpose may be transacted at the meeting.
    Section 4. The lesser of 15 members or 20 percent of the membership 
constitutes a quorum at any annual or special meeting. If a quorum is 
not present on the date first designated for the meeting, an 
adjournment may be taken to a date not fewer than 7 days or more than 
30 days thereafter, and a second notice will be given to all members 
setting forth the date, time, and place of the adjourned meeting. The 
members then present constitute a quorum, regardless of the number of 
members present.

Article VI. Elections

    Section 1. At least 120 days before each annual meeting, the board 
of directors will appoint a nominating committee of not fewer than 
three members. It is the duty of the nominating committee to nominate 
at least one member for each vacancy, including any unexpired term 
vacancy, for which elections are being held, and to determine that the 
members nominated are agreeable to the placing of their names in 
nomination and will accept office if elected. The nominating committee 
files its nominations with the secretary of the corporate credit union 
at least 90 days prior to the annual meeting, and the secretary 
notifies in writing all members eligible to vote at least 75 days prior 
to the annual meeting that nominations for vacancies may also be made 
by petition signed by 5 percent of the members with a minimum of 5 and 
a maximum of 100.
    Notice may be accomplished as prescribed in Article V, Section 2.
    The written notice must indicate that the election will not be 
conducted by ballot and there will be no nominations from the floor 
when there is only one nominee for each position to be filled. A brief 
statement of qualifications and biographical data in a form approved by 
the board of directors will be included for each nominee submitted by 
the nominating committee with the written notice to all eligible 
members. Each nominee by petition must submit a similar statement of 
qualifications and biographical data with the petition. The written 
notice must state the closing date for receiving nominations by 
petition. In all cases, the period for receiving nominations by 
petition must extend at least 30 days from the date of the petition 
requirement and the list of nominating committee's nominees are mailed 
to all members. To be effective, such nominations must be accompanied 
by a signed certificate from the nominee or nominees stating that they 
are agreeable to nomination and will serve if elected to office. Such 
nominations must be filed with the secretary of the corporate credit 
union at least 40 days prior to the annual meeting.
    In carrying out their responsibilities, the nominating committee 
and board of directors must ensure that the requirements of Sec.  
704.14 (a) of the regulations are satisfied.
    Section 2. All elections are determined by plurality vote. All 
elections will be by electronic device or mail ballot, subject to the 
following conditions:
    (a) The election tellers will be appointed by the board of 
directors;
    (b) If sufficient nominations are made by the nominating committee 
or by petition to provide more than one nominee for any position to be 
filled, the secretary, at least 30 days prior to the annual meeting, 
will cause either a printed ballot or notice of ballot to be mailed to 
all members eligible to vote;
    (c) If the corporate credit union is conducting its elections 
electronically, the secretary will cause the following materials to be 
mailed to each eligible voter and the following procedures will be 
followed:
    (1) One notice of balloting stating the names of the candidates for 
the board of directors and the candidates for other separately 
identified offices or committees are printed in order as determined by 
the draw of lots. The name of each candidate must be followed by a 
brief statement of qualifications and biographical data in a form 
approved by the board of directors.
    (2) One instruction sheet stating specific instructions for the 
electronic election procedure, including how to access and use the 
system, and the period of time in which votes will be taken. The 
instruction will state that members without the requisite electronic 
device necessary to vote on the system may vote by mail ballot upon 
written or telephone request and specify the date the request must be 
received by the corporate credit union.
    (3) It is the duty of the tellers of election to verify, or cause 
to be verified the name of the voter and the corporate credit union 
account number as they are registered in the electronic balloting 
system. It is the duty of the teller to test the integrity of the 
balloting system at regular intervals during the election period.
    (4) Ballots must be received no later than midnight 5 calendar days 
prior to the annual meeting.
    (5) Voting will be closed at the midnight deadline specified in 
subsection (4) hereof and the vote will be tallied by the tellers. The 
result must be verified at the annual meeting by the secretary and the 
chair will make the result of the vote public at the annual meeting.
    (6) In the event of malfunction of the electronic balloting system, 
the board of directors may in its discretion order

[[Page 79157]]

elections be held by mail ballot only. Such mail ballots must conform 
to section 2(d) of this Article and must be mailed to all eligible 
members 30 days prior to the annual meeting. The board may make 
reasonable adjustments to the voting time frames above, or postpone the 
annual meeting when necessary, to complete the elections prior to the 
annual meeting.
    (d) If the corporate credit union is conducting its election by 
mail ballot, the secretary will cause the following materials to be 
mailed to each member and the following procedures will be followed:
    (1) One ballot, clearly identified as such, on which the names of 
the candidates for the board of directors and the candidates for other 
separately identified offices or committees are printed in order as 
determined by the draw of lots. The name of each candidate will be 
followed by a brief statement of qualifications and biographical data 
in a form approved by the board of directors.
    (2) One ballot envelope clearly marked with instructions that the 
completed ballot must be placed in that envelope and sealed.
    (3) One identification form to be completed so as to include the 
name, address, signature and corporate credit union account number of 
the voter.
    (4) One mailing envelope in which the voter, pursuant to 
instructions provided with the mailing envelope, must insert the sealed 
ballot envelope and the identification form, and which must have 
postage prepaid and be preaddressed for return to the tellers.
    (5) When properly designed, one form can be printed that represents 
a combined ballot and identification form, and postage prepaid and 
preaddressed return envelope.
    (6) It is the duty of the tellers to verify, or cause to be 
verified, the name and corporate credit union account number of the 
voter as appearing on the identification form; to place the verified 
identification form and the sealed ballot envelope in a place of 
safekeeping pending the count of the vote; in the case of a 
questionable or challenged identification form, to retain the 
identification form and sealed ballot envelope together until the 
verification or challenge has been resolved.
    (7) Ballots mailed to the tellers must be received by the tellers 
no later than midnight 5 days prior to the date of the annual meeting.
    (8) Voting will be closed at the midnight deadline specified in 
subsection (7) hereof and the vote will be tallied by the tellers. The 
result will be verified at the annual meeting by the secretary and the 
chair will make the result of the vote public at the annual meeting.
    Section 3. Nominations may be in the following order:
    (a) Nominations for directors;
    (b) Nominations for credit committee members, if applicable; 
elections may be by separate ballots following the same order as the 
above nominations or, if preferred, may be by one ballot for all 
offices.
    Section 4. Members cannot vote by proxy, but a member other than a 
natural person may vote through an agent designated in writing for the 
purpose. A trustee, or other person acting in a representative 
capacity, is not, as such, entitled to vote. No voting representative 
may serve as a voting representative of more than one member. 
Irrespective of the number of shares, no member has more than one vote.
    Section 5. The names and addresses of members of the board, board 
officers, executive committee, and members of the credit committee, if 
applicable, and supervisory committees must be forwarded to NCUA in 
accordance with the Act and regulations in the manner as may be 
required by NCUA.

Article VII. Board of Directors

    Section 1. The board consists of ---- members elected from among 
the members and/or designated representatives of members. The number of 
directors may be changed to an odd number not fewer than five by 
resolution of the board. No reduction in the number of directors may be 
made unless corresponding vacancies exist as a result of deaths, 
resignations, expiration of terms of office, or other actions provided 
by these bylaws. A copy of the resolution of the board covering any 
increase or decrease in the number of directors must be filed with the 
official copy of the bylaws of this corporate credit union.
    Section 2. Regular terms of office for directors must be periods of 
either 1, 2 or 3 years as the board determines; provided that all 
regular terms must be for the same number of years and until the 
election and qualification of successors. The regular terms must be 
fixed at the beginning, or upon any increase or decrease in the number 
of directors, so that approximately an equal number of regular terms 
must expire at each annual meeting.
    Section 3. Any vacancy on the board, credit committee, or 
supervisory committee will be filled by vote of a majority of the 
directors then holding office. Directors and credit committee members 
so appointed will hold office only until the next annual meeting, at 
which any unexpired terms will be filled by vote of the members, and 
until the qualification of their successors. Members of the supervisory 
committee so appointed will hold office until the first regular meeting 
of the board following the next annual meeting of members at which the 
regular term expires and until the appointment and qualification of 
their successors.
    Section 4. A regular meeting of the board must be held each month 
at the time and place fixed by resolution of the board. One regular 
meeting each calendar year must be conducted in person. If a quorum is 
present in person for the annual in person meeting, the remaining board 
members may participate using audio or video teleconference methods. 
The other regular meetings may be conducted using audio or video 
teleconference methods. At least 7 days prior to each meeting, the 
secretary will cause the following information to be distributed to 
each director:
    (a) Minutes of the last meeting;
    (b) Reports of officers, standing committees, or of any special 
committee;
    (c) Special orders, or matters which have been assigned priority; 
and
    (d) Any written information on unfinished business or new business 
that has been given to the secretary by any director.
    Each participant of a teleconference meeting at the next regularly 
convened meeting of the board at which the participant is present must 
sign minutes of audio or video teleconference meetings.
    The chair, or in the chair's absence the ranking vice chair, may 
call a special meeting of the board at any time and must do so upon 
written request of a majority of the directors then holding office. 
Unless the board prescribes otherwise, the chair, or in the chair's 
absence the ranking vice chair, will fix the time and place of special 
meetings. Notice of all meetings will be given in such manner as the 
board may from time to time by resolution prescribe. Special meetings 
may be conducted using audio or video teleconference methods.
    Section 5. The board has the general direction and control of the 
affairs of this corporate credit union and is responsible for 
establishing programs to achieve the purposes of this corporate credit 
union as stated in Article II, section 2, of these bylaws. While the 
board may, as authorized herein, delegate the performance of 
administrative duties, the board is not

[[Page 79158]]

relieved from its responsibility for their performance.
    Section 6. A majority of the number of directors constitutes a 
quorum for the transaction of business at any meeting thereof, but 
fewer than a quorum may adjourn from time to time until a quorum is in 
attendance.
    Section 7. If a director or credit committee member fails to attend 
three consecutive regular meetings of the board or credit committee; 
respectively, or otherwise fails to perform any of the duties devolving 
upon him/her as a director or credit committee member, his/her office 
may be declared vacant by the board and the vacancy filled as herein 
provided. The board may remove any board officer from office for 
failure to perform the duties thereof, after giving the officer 
reasonable notice and opportunity to be heard.
    When any board officer, membership officer, executive committee 
member, or Asset/Liability Management Committee (ALCO) member, or 
credit committee member is absent, disqualified, or otherwise unable to 
perform the duties of his/her office, the board may, by resolution, 
designate another member of this corporate credit union to act 
temporarily in his/her place. The board may also, by resolution, 
designate another member or members of this corporate credit union to 
act on said committees, when necessary, in order to attain a quorum.
    Section 8. Any member of the supervisory committee may be suspended 
by a majority vote of the board of directors. The members of this 
corporate credit union will decide, at a special meeting held not fewer 
than 7 nor more than 14 days after any such suspension, whether the 
suspended committee member will be removed from or restored to the 
supervisory committee.
    Section 9. No member of the board of directors may receive any 
compensation or benefit solely as a result or by virtue of service as a 
member of the board of directors except for reimbursement for 
reasonable expenses incurred in the performance of official duties and 
as provided for in Article VIII of these bylaws.
    Section 10. The board of directors will determine that monthly 
financial statements are prepared showing the condition of this 
corporate credit union. These financial statements will be readily 
available to members on a monthly basis in a manner deemed appropriate 
by the board.

Article VIII. Board Officers, Executive Committee, Asset/Liability 
Management Committee (ALCO), and Management Staff

    Section 1. The board officers of this corporate credit union are 
comprised of an executive officer, one or more assistant executive 
officers, a financial officer, and a secretary, all of whom will be 
elected by the board and from their number. The board will determine 
the title and rank of each board officer and record them in the 
addendum to this article. One board officer, the ------------, may be 
compensated for his/her services to such extent as may be determined by 
the board. If more than one assistant executive officer is elected, the 
board will determine their rank as first assistant executive officer, 
second assistant executive officer, and so on. The offices of financial 
officer and secretary only may be held by the same person. Unless 
removed as provided in these bylaws, the officers elected at the first 
meeting of the board will hold office until the first meeting of the 
board following the first annual meeting of the members and until the 
election and qualification of their respective successors.
    Section 2. Board officers will be elected at the first meeting of 
the board following the annual meeting of the members, which must be 
held not later than 7 days after the annual meeting. The elected 
officers will hold office until the first board meeting following the 
next annual meeting of the members and until the election and 
qualification of their respective successors; provided that any person 
elected to fill a vacancy caused by the death, resignation, or removal 
of an officer is elected by the board to serve only for the unexpired 
term of such officer and until a successor is duly elected and 
qualified.
    Section 3. The executive officer will call and will preside at all 
meetings of the members and at all meetings of the board unless 
disqualified through suspension by the supervisory committee. The 
executive officer also performs such other duties as customarily 
appertain to the office of the executive officer or as may be directed 
to perform by resolution of the board not inconsistent with the Act and 
regulations and these bylaws.
    Section 4. The ranking assistant executive officer available has 
and may exercise all the powers, the authority, and the duties of the 
executive officer during the absence of the latter or his/her inability 
to act.
    Section 5. Unless the board employs a separate management official, 
the financial officer is responsible for the management of the 
corporate credit union and has such authority and such powers as 
delegated by the board to conduct business from day to day. If actually 
managing the corporate credit union, the financial officer may be 
compensated as may be determined by the board. The financial officer 
may employ or designate one or more assistants, as well as other 
employees, and may authorize them to perform any of the duties 
devolving on the financial officer, including the signing of checks. 
When so designated by the financial officer or the board, any assistant 
may also act as financial officer during the temporary absence of the 
financial officer or in the event of the financial officer's inability 
to act.
    Section 6. The board may employ a management official who is not a 
member of the board and who is under the direction and control of the 
board, and has all of the duties, powers, rights and responsibilities 
of the financial officer described in Section 5. The board determines 
the title and the rank of each management official and records them in 
the addendum to this article.
    Section 7. The secretary causes to be prepared and maintained full 
and correct records of all meetings of the members and of the board, 
which records will be prepared within 7 days after the respective 
meetings. The secretary promptly informs NCUA in writing of any change 
in the address of the office of this corporate credit union, or the 
location of its principal records. The secretary gives, or causes to be 
given, in the manner prescribed in these bylaws, proper notice of all 
meetings of the members, and performs such other duties as he/she may 
be directed by resolution of the board not inconsistent with the Act, 
regulations and these bylaws.
    The board may employ one or more assistant secretaries, none of 
whom may also hold office as executive officer, assistant executive 
officer, or financial officer, and may authorize them under direction 
of the secretary to perform any of the duties devolving on the 
secretary.
    Section 8. The board may appoint an executive committee of not 
fewer than three directors to act for it with respect to specifically 
delegated functions and subject to such limitations as prescribed by 
the board.
    Section 9. The board may appoint one or more membership officers to 
approve applications for membership under such conditions as the board 
and these bylaws may prescribe. Such membership officer or officers may 
not be a person or persons authorized to disburse funds.

[[Page 79159]]

    Section 10. The board will appoint an ALCO composed of not less 
than three, including at least one board member, to have charge of 
making investments under rules and procedures established by the board.
    Section 11. No member of the executive committee, ALCO or 
membership officer may be compensated as such. Members of the executive 
committee, ALCO, and membership officers serve at the pleasure of the 
board of directors.

Addendum

    The title and rank of the board officers and management officials 
of this corporate credit union are as follows:
    (a) The executive officer is to have the title of ----------------.
    (b) The assistant executive officer is to have the title of ------
----------.
    (c) The financial officer is to have the title of ----------------.
    (d) The assistant financial officer is to have the title of ------
----------.
    (e) The recording officer is to have the title of ----------------.
    (f) The assistant recording officer is to have the title of ------
----------.
    (g) The management official is to have the title of --------------
--.
    (h) The assistant management official is to have the title of ----
------------.

Article IX. Credit Committee

    Section 1. The board must determine whether or not this corporate 
credit union will have a credit committee, and if so, whether the 
committee members will be elected by the membership or appointed by the 
board. The board's determination is recorded in the addendum to this 
Article. If this corporate credit union has a credit committee, either 
elected or appointed, sections 2 through 7 of this Article apply. If 
this corporate credit union does not have a credit committee, the board 
will establish by resolution the procedures for appointing loan 
officers, delegating authority to the loan officers, and for appeal of 
loan officer decisions to the board of directors in accordance with 
applicable law and regulation.
    Section 2. The credit committee consists of ---------------- 
members. Members of the credit committee must be selected from among 
the members of the corporate credit union and/or the designated 
representatives of members or qualified corporate credit union staff. 
The number of members of the credit committee may be changed to an odd 
number not fewer than three nor more than seven by resolution of the 
board. No reduction in the number of members may be made unless 
corresponding vacancies exist as a result of deaths, resignations, 
expiration of terms of office, or other actions provided by these 
bylaws. A copy of the resolution of the board covering any increase or 
decrease in the number of committee members must be filed with the 
official copy of the bylaws of this corporate credit union.
    Section 3. Regular terms of office for credit committee members are 
for periods of either 1, 2, or 3 years as the board will determine; 
provided that all regular terms are for the same number of years and 
until the election and qualification of successors. The regular terms 
are fixed at the beginning, or upon any increase or decrease in the 
number of committee members, so that approximately an equal number of 
regular terms expire at each annual meeting.
    Section 4. The credit committee chooses from their number a 
chairman and a secretary. The secretary of the committee prepares and 
maintains full and correct records of all actions taken by it, and such 
records must be prepared within 3 days after the action. The offices of 
chairman and of secretary may be held by the same person.
    Section 5. The credit committee may, by majority vote of its 
members, appoint one or more loan officers to serve at its pleasure and 
delegate its powers to such loan officers.
    Section 6. The credit committee or loan officer must inquire into 
the financial condition of each loan applicant. No loan or line of 
credit will be made unless approved by the committee or a loan officer 
in accordance with applicable law and regulations.
    Section 7. Subject to the limits imposed by law, regulation, these 
bylaws, and the general policies of the board, the credit committee, or 
a loan officer, will determine the security, if any, required for each 
application and the terms of repayment.

Addendum

    (a) This corporate credit union (1) will, (2) will not (delete one) 
have a credit committee (date of board action ----------------).
    (b) The members of the credit committee of this corporate credit 
union will be: (1) Elected by the members (2) appointed by the board of 
directors (delete one or indicate not applicable) (date of board action 
----------------).

Article X. Supervisory Committee

    Section 1. The supervisory committee is appointed by the board from 
among the members and/or from among the members' designated 
representatives. The board determines the number of members on the 
committee, which may not be fewer than three nor more than five. No 
member of the credit committee or any employee of this corporate credit 
union may be appointed to the committee. Regular terms of committee 
members are for periods 1, 2, or 3 years as the board determines; 
provided that all regular terms are for the same number of years and 
until the appointment and qualification of successors. The regular 
terms expire at the first regular meeting of the board following each 
annual meeting.
    Section 2. The supervisory committee members choose from among 
their number a chairman and a secretary. The secretary of the 
supervisory committee prepares, maintains, and has custody of full and 
correct records of all actions taken by it. The same person may hold 
the offices of chairman and of secretary.
    Section 3. The supervisory committee causes to be made such audits 
and to prepare and submit such written reports to the board and the 
members as are required by the Act and regulations.
    Section 4. The supervisory committee verifies or causes to be 
verified the accounts of members in accordance with the Act and 
regulations.
    Section 5. By unanimous vote, the supervisory committee may suspend 
until the next meeting of the members any director, executive officer, 
or member of the credit committee. In the event of any such suspension, 
the supervisory committee will call a special meeting of the members to 
act on said suspension, which meeting will be held not fewer than 7 nor 
more than 14 days after such suspension. The chairman of the committee 
will act as chairman of the meeting unless the members select another 
person to act as chairman.
    Section 6. By the affirmative vote of a majority of its members, 
the supervisory committee may, after notification to the board, call a 
special meeting of the members to consider any violation of the 
provisions of the Act or of the regulations, or of the charter, or of 
the bylaws of this corporate credit union, or to consider any practice 
of this corporate credit union which the committee deems to be unsafe 
or unauthorized.

Article XI. General

    Section 1. The officers, directors, members of committees, and 
employees of this corporate credit union must hold in confidence all 
transactions of this corporate credit union with its members and all 
information respecting their business affairs, except when permitted by 
state or federal law.

[[Page 79160]]

    Section 2. No director, committee member, officer, agent, or 
employee of this corporate credit union may participate in any manner, 
directly, or indirectly, in the deliberation upon or the determination 
of any question affecting his/her pecuniary interest or the pecuniary 
interest of any corporation, partnership, or association (other than 
this corporate credit union) 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 for deliberation or 
determination, such director must withdraw from such deliberation or 
determination and, in such event, the remaining qualified directors 
present at the meeting, if constituting a quorum with the disqualified 
director or directors, may exercise with respect to this matter, by 
majority vote, all the powers of the board. In the event of the 
disqualification of any member of the credit committee, ALCO or the 
supervisory committee, such committee member must withdraw from such 
deliberation or determination.
    Section 3. The board has the right, at any time, to impose fees for 
such services and activities, as it deems necessary or desirable.

Article XII. Operations Following an Attack on the United States or 
Catastrophic Occurrence Otherwise Rendering the Corporate Credit Union 
Inoperable

    Section 1. In the event of an attack upon the United States, or 
other catastrophic occurrence causing a contingency situation, the 
officers and employees of the corporate credit union will continue to 
conduct the affairs of the corporate credit union under such guidance 
from the directors as may be available and subject to conformance with 
any government directives during the emergency.
    Section 2. In the event of an attack upon the United States, 
catastrophic occurrence, or a contingency situation, of sufficient 
severity to prevent the conduct and management of the affairs and 
business of the corporate credit union by its regularly elected 
directors, officers, and properly constituted committees as 
contemplated by these bylaws, any three available members of the then 
incumbent board of directors will constitute a quorum of the board of 
directors for the full conduct and management of the affairs and 
business of the corporate credit union including the approval of loans 
to members if the regularly elected credit committee is not available. 
In the event of the unavailability at such time of three members of the 
board, the vacancies, in order to provide a quorum of three, will be 
filled by a succession list established by the board of directors.
    Section 3. Pursuant to this section the corporate credit union will 
maintain and periodically test an organization-wide contingency plan 
that addresses all reasonable emergency and disaster scenarios.
    This bylaw is subject to implementation by resolutions of the board 
of directors passed from time to time for that purpose, and any 
provisions of these bylaws (other than this section) and any 
resolutions which are contrary to the provisions of this section or to 
the provisions of any such implemented resolutions will be suspended 
until a regularly constituted board of directors can be obtained.

Article XIII. Amendments of Bylaws and Charter

    Section 1. Amendments of these bylaws may be adopted and amendments 
of the charter may be requested by the affirmative vote of two-thirds 
of the authorized number of members of the board at any duly held board 
meeting, if the members of the board have been given prior written 
notice of the meeting and the notice has contained a copy of the 
proposed amendment or amendments. No amendment of the bylaws or charter 
becomes effective until approved in writing by NCUA.

[FR Doc. 02-32780 Filed 12-26-02; 8:45 am]
BILLING CODE 7535-01-P