305 - Bylaws.
§ 305. Bylaws. (a) General rule.--The original bylaws of a credit union shall be adopted by the incorporators of the credit union and copies shall be transmitted to the department along with the articles of incorporation as provided in this chapter. (b) Board-initiated bylaw amendments.-- (1) Bylaws may be amended or repealed by the affirmative vote of a majority of directors at any regular or special meeting of the board. Whenever the board of directors amends the bylaws, written notice thereof shall be given to the members prior to the next meeting of the members or within 90 days after such action by the board of directors, whichever is sooner. (2) Any amendment to or repeal of the bylaws adopted by the board of directors may be repealed or amended by a two- thirds vote of the responding members. The member-initiated repeal or amendment of a bylaw passed by the board of directors may be conducted at an annual or special member meeting or conducted by mail ballot if the bylaws allow such a procedure. The vote must be held at least ten days after the mailing of the notice in paragraph (1). (3) Notwithstanding paragraph (2), the members of a credit union may amend the bylaws pursuant to procedures set forth in subsections (d), (d.1) and (d.2), whichever subsection is appropriate. (c) Restrictions on board of directors.--The board of directors shall not amend any bylaws fixing their qualifications, classification, term of office or compensation. (d) Member-initiated bylaw amendment or repeal for credit unions with more than 10,000 members.-- (1) Bylaws of a credit union with more than 10,000 members may be amended or repealed upon member-initiated petition and the affirmative vote of two-thirds of the members voting thereon by mail ballot. (2) Written petition signed by 1% of all the members of a credit union with more than 10,000 members shall be the exclusive method by which such members may amend or repeal the bylaws. (3) Whenever the board of directors receives a member- initiated petition to amend or repeal the bylaws, written notice thereof shall be given to all members of the credit union within 90 days, and a mail ballot vote of the matter shall be held during a period of at least ten days after the mailing of the notice and ballot. (d.1) Procedure.-- (1) To initiate the procedure to amend or repeal the bylaws set forth in subsection (d), a member of a credit union must obtain the petition form from the department. The department shall date the petition form and file a copy of the form. (2) Upon the request of a member, the credit union shall provide the member with a list of all groups and their business addresses that are included as members of the credit union. (3) The member seeking to amend or repeal the bylaws shall have 180 days from the receipt of the petition form from the department to circulate the petition and obtain the requisite number of signatures from members of the credit union. The petition shall be in a form provided by and approved by the department and shall clearly identify the bylaw to be amended or repealed and include the language of the proposed bylaw. (4) On or before 180 days from the date the petition form was obtained from the department, the member seeking to amend or repeal the bylaws must file the petition with the department. The department shall indicate the date of filing on the petition and file the petition in the records of the department. The department shall send a copy of the petition to the secretary of the credit union. (5) The secretary of the credit union shall verify that the signatures on the petition are the signatures of members of the credit union and that the petition contains the requisite number of signatures. (6) The ballot may not be mailed if the credit union determines that any of the following conditions have not been met: (i) the petition does not contain the requisite number of signatures of members of the credit union; or (ii) for any other specified reason. If the credit union determines that the ballot will not be mailed, then the secretary of the credit union shall notify in writing the member who initiated the petition drive within ten days of receipt of the petition by the credit union. The notification shall inform the member that the ballot will not be mailed and the reason. It shall also inform the member of right to appeal to the department. (7) Any member seeking to contest a determination by the credit union not to mail the notice and ballot provided for in subsection (d) may file a complaint with the department within 30 days of receiving written notice from the secretary of the credit union's decision not to mail such notice and ballot, and the department shall adjudicate the matter. (8) The department may provide any person or governmental entity with a copy of the petition form as well as any complaints filed with the department and other documents related to the ballot procedure. (9) If the credit union mails the notice and ballot provided for in subsection (d) or is ordered to do so by the department, then the credit union shall send an official notice to all members of the credit union, prepare and mail the ballots, arrange for tallying of the votes and report the results to all members in accordance with subsection (d). (10) The credit union shall bear the reasonable expenses associated with: (i) Verifying that the signatures on the petition are the signatures of members of the credit union and that the petition contains the requisite number of signatures. (ii) Notifying the members. (iii) Preparing and mailing the ballots. (iv) Tallying the vote and reporting the results. (d.2) Member-initiated amendment or repeal of bylaws for credit unions with 10,000 or fewer members.--A credit union with 10,000 or fewer members may amend or repeal the bylaws, in accordance with existing bylaws of the credit union, as follows: (1) by following the procedure outlined in subsections (d) and (d.1); or (2) by a two-thirds vote of the members present and voting at a regular, special or annual meeting of the credit union. If the vote is taken at a special meeting: (i) Subsequent to the vote, if a majority of the board of directors vote to resubmit the amendment or repeal by mail ballot to all of the members, it shall be resubmitted. (ii) If the bylaws provide for a mail ballot procedure, then it will require two-thirds of the responding member ballots to sustain the original vote. (e) Appeal procedure.--In the event that a bylaw amendment approved by the board of directors is rejected or changed by the members at an annual or special meeting, the board of directors may resubmit the original amendment to a vote of the entire membership through mail ballot procedures. The board of directors may take such action if the resubmittal motion is approved by a vote of at least a majority of the board of directors. (Dec. 12, 1994, P.L.1067, No.146, eff. 60 days; Dec. 9, 2002, P.L.1572, No.207, eff. 60 days) 2002 Amendment. Act 207 amended subsecs. (a), (b) and (d) and added subsecs. (d.1) and (d.2).