Section 490.342 - Credit union board; election of officers; general management; duties; delegation to general manager of domestic credit union; compensation; removal of director or committee member wi
CREDIT UNION ACT (EXCERPT)
Act 215 of 2003
490.342 Credit union board; election of officers; general management; duties; delegation to general manager of domestic credit union; compensation; removal of director or committee member with delinquent loan; quorum; action taken without meeting; oath.
Sec. 342.
(1) At its first meeting, the credit union board shall elect from the credit union board members a chairperson, vice-chairperson, treasurer, and secretary. An individual may serve as both treasurer and secretary. A credit union may refer to these officers by different titles. The credit union shall establish the duties of all of the officers of the credit union in its bylaws.
(2) A credit union board has general management of the affairs of the domestic credit union. The credit union board has the authority and responsibility for the general direction of the business affairs, funds, and records of the domestic credit union and is responsible for maintaining its safety and soundness. The duties of the credit union board include, but are not limited to, the duties described in subsection (3) or (4).
(3) The credit union board shall perform all of the following duties, which the credit union board may not delegate to another person or committee:
(a) Except as provided in section 345(3), filling a vacancy on the board until a successor is elected by the members.
(b) Establishing the maximum individual shareholdings of members.
(c) Establishing the maximum amount of secured and unsecured loans made by the domestic credit union, subject to section 423(12) and any limitations under the bylaws of the domestic credit union adopted and approved by the commissioner.
(d) Employing a general manager and fixing his or her compensation.
(e) Approving an annual operating budget.
(f) Acquiring, selling, or encumbering real property.
(g) Appointing special committees as the board deems necessary.
(h) Borrowing money under section 401(2)(j).
(i) Fixing the amount of the surety bonds for all officers and employees handling money.
(j) Determining the par value of shares under section 301.
(k) Recommending changes in the bylaws to the members.
(l) Specifying forms and procedures for applications for membership and set criteria for use in determining whether to accept an applicant into membership.
(m) Adopting investment policies.
(n) Adopting other policies necessary for the operation of the domestic credit union.
(o) Establishing the titles of the officers holding the positions described in this section. The credit union board shall not establish any misleading titles for officers.
(p) Meeting at least once every 62 days and at least 9 times each calendar year, in person or by means of electronic communication devices that enable all participants in a meeting to communicate simultaneously with each other.
(q) Performing any other duties required by the members.
(4) A credit union board shall perform, or delegate to the general manager of the domestic credit union according to guidelines established by the credit union board that may include the authority to further delegate 1 or more duties, all of the following duties:
(a) Approving, disapproving, or otherwise acting on applications for membership.
(b) Determining the interest rates on loans and on deposits.
(c) Hiring employees other than the general manager and fixing their compensation.
(d) Making and selling investments according to investment policies adopted by the board.
(e) Designating 1 or more depositories for funds.
(f) Establishing procedures to implement policies of the credit union board.
(g) Establishing internal controls as necessary.
(h) Determining the amount of a dividend after providing for any required reserves and declaring the dividend.
(5) A credit union board may do any of the following:
(a) By resolution, designate a general manager and define his or her duties.
(b) Appoint an executive committee that consists of not fewer than 3 directors. An executive committee may act on any matter specifically authorized by the board.
(c) Remove a director by a 2/3 vote of the credit union board, for cause or for any reason set forth in the bylaws. In addition to removal under section 341(9), the domestic credit union's bylaws may also provide for immediate removal of a director from that office without further action of the members or credit union board if 1 or more events specified in the bylaws occur.
(d) If the domestic credit union does not have a supervisory committee, remove a credit committee member by a 2/3 vote of the credit union board.
(e) If there is no supervisory committee, suspend a member of the credit union board by a 2/3 vote of the credit union board. If a member of the credit union board is suspended under this subdivision or section 345(2), the remaining directors shall report the suspension and the cause for the suspension to the commissioner within 3 days and shall call a special members' meeting that shall take place not less than 7 or more than 45 days after the suspension. At the special members' meeting, the remaining directors shall report the cause for the suspension, the suspended director has the right to be heard, and the members shall decide whether to sustain or reverse the action of the supervisory committee or the credit union board. If the members sustain the action, they shall replace the suspended board member at the special members' meeting. If a supervisory committee suspends a majority of the credit union board under section 345(2), the remaining board members have general management of the affairs of the domestic credit union until the suspended board members are reinstated or replaced at the special members' meeting.
(f) Suspend or remove a member of the supervisory committee for failure to perform his or her duties in accordance with this act, the certificate of organization, or the bylaws by a 2/3 vote of the credit union board.
(g) By a majority vote, suspend or remove any officer from his or her duties as an officer.
(6) An individual elected or appointed to serve as a director, supervisory committee member, or credit committee member of a domestic credit union, or as a member of any other committee that performs significant ongoing functions relating to the ongoing operations of the domestic credit union, shall not receive compensation for his or her service as a board or committee member.
(7) If a loan made to or cosigned, endorsed, or guaranteed by a director or a member of the supervisory, credit, or other committee is more than 2 months delinquent, the individual is automatically removed from his or her position as director or committee member and he or she is ineligible to serve as a director or committee member for 2 years. The commissioner may waive the application of this provision in a given situation if the commissioner determines that it is in the best interests of the domestic credit union to do so.
(8) A majority of the credit union board constitutes a quorum for the transaction of business.
(9) Unless specifically prohibited by the bylaws, if this act requires or allows a credit union board to take an action at a meeting, the board may take that action without a meeting if a consent in writing setting forth the action taken is signed by all of the directors entitled to vote on that matter. A written consent under this subsection shall contain 1 or more written approvals, each of which sets forth the action taken and bears the signature of 1 or more directors. The directors shall deliver their signed approvals to the secretary, and he or she shall file them in the corporate records of the domestic credit union. An action taken by written consent under this subsection is effective when all the directors have approved the consent unless the consent specifies a different effective date. A consent signed by all the directors has the same effect as a unanimous vote, and the domestic credit union may represent that the action was approved by a unanimous vote in any document filed with the commissioner under this act.
(10) A director when elected or appointed shall take and subscribe an oath that he or she will diligently and honestly perform the duties of the office and will not knowingly violate, or permit to be violated, any provisions of this act. The secretary shall file the oaths in the corporate records of the domestic credit union.
History: 2003, Act 215, Eff. June 1, 2004 ;-- Am. 2004, Act 471, Imd. Eff. Dec. 28, 2004