Section 1. Annual meeting: The board must hold the annual meeting of the members no later than March 31, in the county in which any office of the credit union is located or within a radius of 100 miles of an office, at the time and place as the board determines and announces in the notice of the annual meeting. This credit union may permit virtual attendance and participation in the annual meeting, provided that an in-person meeting complying with the geographic requirements of this paragraph is also held.
Section 2. Notice of meetings required:
- The secretary must give written notice to each member at least 30 but no more than 75 days before the date of any annual date meeting. The secretary must give written notice to each member at least 7 days before the date of any special meeting of the members and at least 45 but no more than 90 days before the date of any meeting to vote on a merger with another credit The secretary may deliver the notice in person, by mail to the member’s address, or, for members who have opted to receive statements and notices electronically, by electronic mail. The secretary must give notice of the annual meeting by posting the notice in a conspicuous place in the office of this credit union where members may read it at least 30 days before the meeting. The secretary must also prominently display the notice on the credit union’s website if such credit union maintains a website.
- All special meeting notices must state the purpose of the meeting. The officials and members may only transact business related to the stated purpose at the meeting.
Section 3. Special meetings:
- The board chair, the board of directors by majority vote, or the supervisory committee as provided in these bylaws may call a special meeting of the The chair must call and hold a special meeting within 30 days of the receipt of a written request from 25 members or 5% of the members as of the date of the request, whichever number is larger. However, a request of no more than 750 members may be required to call a special meeting.
- The credit union may hold a special meeting at any location permitted for the annual meeting.
Section 4. Items of business for annual meeting and rules of order for annual and special meetings: The suggested order of business at annual meetings of members is—
- Ascertain that a quorum is present.
- Reading and approval or correction of the minutes of the last meeting.
- Report of directors, if there is one. For credit unions participating in the Community Development Revolving Loan Program, the directors must report on the credit union’s progress on providing needed community services, if required by NCUA Regulations.
- Report of the financial officer or the chief management.
- Report of the credit committee, if there is one.
- Report of the supervisory committee, as required by Section 115 of the of the Act.
- Unfinished business.
- New business other than the elections.
- Elections, as required by Section 111 of the Act.
- Adjournment.
- To the extent consistent with these bylaws, the board will conduct all meetings of the members according to Robert’s Rules of Order. The order of business for the annual meeting may vary from the suggested order, provided it includes all required items and complies with the rules of procedure adopted by the credit union.
Section 5. Quorum: Except as otherwise provided, 15 members constitute a quorum at annual or special meetings. If a quorum is not present, the board may adjourn to a date at least 7 but not more than 14days thereafter. The members present at any adjourned meeting will constitute a quorum, regardless of the number of members present. The board must give the same notice for the adjourned meeting as prescribed in Section 2 of this article for the original meeting, except that they must give notice at least 5days before the date of the meeting fixed in the adjournment.
Section 6. Emergency exception to in‐person quorum requirement. This credit union may hold its annual meeting of the members, the required in-person regular meeting of the board of directors under Article VI, and special member meetings for authorized purposes other than member expulsion under Article XIV of these bylaws, virtually and without an in‐person quorum if all the following conditions apply and are certified in meeting minutes by a resolution of the majority of a quorum of the board of directors:
- At least one of the following is located in an area where a federal, state, or local authority has declared a state of emergency or major disaster:
a. all or part of a community the credit union serves; or
b. the credit union’s headquarters. - The credit union has the technological capacity to facilitate virtual meeting attendance, voting, and participation.
- Members receive at least seven days’ advance notice of the change of a member meeting to a virtual meeting format and appropriate instructions for how to join, participate, and vote during the virtual meeting.
- The NCUA has issued general or specific guidance notifying the credit union that it is appropriate to invoke this bylaw provision.
