The following document will be voted on at the Annual Business meeting on December 11, 2017. Since there were several updates to the document, this revised version of the Bylaws will be voted on as one document. Below is a detailed summary of substantive changes. However, members are encouraged to read the entirety of the document prior to arriving at the business meeting. If you have any questions or concerns regarding the Bylaws update, please send them to firstname.lastname@example.org.
Article 3 – Dues
Section 1. New language, “Annual dues shall be paid on such date and for an amount as the Board of Directors may time to time determine in its sole discretion.”
Rationale: This will allow for the dues year to migrate to a calendar year instead of an April to April year. Any change in dues year will result in proration of dues to account for the shift.
Article 4 – Board of Directors and Committees
Section 6. New language to eliminate standing committees. “The Board of Directors may time to time establish committees to carry out certain activities (e.g. Finance, Nominating, Programs, etc.) of the Board consistent with these Bylaws and applicable law. Each such committee shall have the duties and responsibilities set forth by the Board. Committees will work under the general supervision of a Chairperson, each of whom shall be a member of the Board.”
Rationale: By eliminating standing committees from the Bylaws, the Board will be able to appoint committees as the strategic objectives of the organization shift.
Article 6 – Meetings
Section 1. Language has been removed regarding having to have meetings on Mondays. It has been replaced with, “Meetings of the membership, including the annual meeting, may be held as such time and place as fixed by the Board and with proper notice in accordance with applicable law.”
Rationale: By eliminating the Monday statute, MACUMA will be open to hold more meetings during flexible times during the month.
Article 8 – Indemnification ADDED
Rationale: This has been added to protect those who both work for and volunteer with MACUMA.
Article 9 – Conflict of Interest ADDED
Rationale: This has been added to protect those who both work for and volunteer with MACUMA.
Proposed Revised Bylaws
METROPOLITAN AREA CREDIT UNION MANAGEMENT ASSOCIATION
CONSTITUTION AND BYLAWS
ARTICLE I – NAMES AND OBJECTIVES
The name of the organization shall be the Metropolitan Area Credit Union Management Association (MACUMA), a nonstock, nonprofit corporation incorporated in the Commonwealth of Virginia.
The purposes of MACUMA are as stated in the Articles of Incorporation and include:
- To promote open exchange of ideas on credit union organization, operation and management among its members.
- To promote efficiency, economy, and effectiveness in credit union management and business administration.
- To consider subjects of mutual interest in the general field of credit union management of business administration.
- To establish and maintain a closer fraternal relation among executives and others interested in credit union organization and management.
- To provide educational programs to credit union personnel through collective and co-operative participation.
- To establish ideal standards and promote the recognition of credit union employees and officials.
ARTICLE II – MEMBERSHIP AND ADMISSIONS
Membership consists of two classes of members:
- Regular Members – natural person credit unions. Each Regular Member will have one vote.
- Affiliate Members – corporate credit unions and organizations that provide services to credit unions. Affiliate Members do not have voting rights.
Application for membership will be made in accordance with application processes established by the Board of Directors. All membership applications must be accompanied with the appropriate dues. Membership applications are subject to approval of the Board of Directors.
The Board of Directors has the power to suspend or expel any Regular or Affiliate Member. Such suspension or expulsion requires the affirmative vote of two thirds of the entire Board of Directors. Any such suspension or expulsion may be appealed in accordance with the due process procedures established by the Board of Directors and any applicable law.
Membership in MACUMA is issued to the individual credit union, or organization that provides services to credit unions, and is not transferable.
ARTICLE III – DUES
Annual dues are shall be paid on such date and for an amount as the Board of Directors may time to time determine in its sole discretion.
ARTICLE IV – BOARD OF DIRECTORS AND COMMITTEES
The business of the corporation shall be managed by the Board of Directors. The Board shall have, and may exercise, any and all powers provided in the Articles of Incorporation, the bylaws or the Virginia Nonstock Corporations Act. The Board shall consist of no fewer than 7 and no more than 13 directors, all of whom shall be Regular Members, however no Regular Member may occupy more than one director position. The Board may adjust the number of directors based on the volunteer needs of MACUMA. If such action results in vacancies on the board, those vacancies will be filled per Article IV, Section 3.
Regular terms of office for the directors shall be for periods of three years. The regular terms shall be so fixed that approximately one third of the directors’ terms expires each year.
Any vacancy on the Board shall be filled within sixty (60) days by a majority vote of the directors then holding office. Directors so appointed shall hold office only until the next annual meeting.
Directors elected at the annual meeting shall take office immediately. The Board shall elect the officers from among the current directors to consist of a Chair, Vice Chair, Secretary and Treasurer for one year terms. The Chair shall appoint committee chairpersons (as stated in Article IV) for a period of one year, subject to approval by the Board of Directors.
A director can be removed with or without cause by a vote of the Members.
The Board of Directors may time to time establish committees to carry out certain activities (e.g. Finance, Nominating, Programs, etc.) of the Board consistent with these Bylaws and applicable law. Each such committee shall have the duties and responsibilities set forth by the Board. Committees will work under the general supervision of a Chairperson, each of whom shall be a member of the Board.
ARTICLE V – ELECTIONS
The Board shall appoint a Nominating Committee. The Nominating Committee shall solicit at least one candidate for each director vacancy or expiring term. All candidates must be Regular Members. The Nominating Committee must select the slate of candidates sixty (60) days prior to the Annual Meeting, subject to the approval of the Board.
Nominations shall be distributed to the membership at least ten (10) days prior to the Annual Meeting.
Section 3. Should an eligible individual wish to run for the Board who was not selected by the Nominating Committee, he or she must notify the Board of intention to run at least thirty (30) days prior to the Annual Meeting. Submissions must be accompanied by signatures of at least ten (10) members. Any eligible individual challenging the slate shall be included in the notice to the membership as outlined in Section 2.
ARTICLE VI – MEETINGS
Meetings of the membership, including the annual meeting, may be held as such time and place as fixed by the Board and with proper notice in accordance with applicable law. Regular Members holding one-tenth of the votes entitled to be cast and represented in person or by proxy will constitute a quorum and a quorum must be present before any business can be conducted. A majority of the votes entitled to be cast at these meetings at which a quorum is present will decide any issue.
Board meetings may be held at such time and place as may be designated by the Chair. Special Board meetings may be called by the Chair, or by three or more Directors. Notice of the time and place of the meetings must be provided to all Directors at least forty-eight (48) hours, excluding weekends or national holidays, prior to such a meeting. A majority of directors then in office shall constitute a quorum, and a quorum must be present before any business can be conducted. A majority vote when is quorum is present at these meetings will decide any issue.
Special membership meetings may be held at any time upon authorization by the Board of Directors, or by the written request of fifteen (15) members, notice of which shall be sent to the members of MACUMA by the Secretary at least ten (10) days in advance of the meeting. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.
An annual meeting of the membership for the election of Directors and the presentation of the Chairperson’s Report to include a review of the financial status of MACUMA shall be held upon call of the Chair.
ARTICLE VII – AMENDMENTS
Proposed amendments may be adopted by the Board who shall then submit the amendment to the membership for approval, along with a recommendation, if appropriate, that the membership approve the amendment. Notice of proposed amendments shall be sent to the membership by the Secretary at least ten (10) days in advance of a membership meeting and the membership will be instructed how they can obtain a copy of the proposed amendments through the MACUMA web site or through other means as determined by the Board.
Amendments to these bylaws must be approved by a majority of members present at a regular meeting of MACUMA, provided a quorum exists.
ARTICLE VIII – INDEMNIFICATION
Section 1. Any person who at any time serves or has served as a director, officer, employee, agent or volunteer of the corporation shall be indemnified by the corporation to the fullest extent permitted by law.
ARTICLE IX – CONFLICT OF INTEREST
Section 1. Any Director, officer, key employee or committee member having an interest in a contract or other transaction with the Corporation shall disclose such interest to the Board, or a proper committee thereof, for consideration, authorization, approval, or ratification and shall make a prompt, full and frank disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse or potentially adverse to the Corporation’s interests.
The Board, or the proper committee thereof to which such disclosure is made, shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to, such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and that a quorum was present.
1 Incorporated under the Commonwealth of Virginia Nonprofit Act.
2 As amended 6/13/77, 4/9/84, 11/9/86, 11/13/89, 3/8/93, 3/10/03, 11/8/04, 7/10/06, 3/8/10, 4/13/15, 12/11/17..