|
April 18, 2000 D. Scott Pfaff, President/CEO Re: Adoption of Standard Bylaw Amendments. Dear Mr. Pfaff: You have asked whether there are any special procedures needed to adopt multiple "standard bylaw amendments" for the same section within the Federal Credit Union Bylaws. You specifically noted two amendments that your federal credit union (FCU) desires to adopt. Generally, there are no special procedures required to adopt approved amendments for a particular section of the Federal Credit Union Bylaws, provided the amendments do not result in inconsistent or conflicting bylaw provisions. You should note, however, that an FCU may no longer adopt amendments from the recently replaced Federal Credit Union Standard Bylaw Amendments and Guidelines. On October 14, 1999, the NCUA Board issued a new version of the Federal Credit Union Bylaws. 64 Fed. Reg. 55,760 (1999). These revised bylaws replace the former Federal Credit Union Bylaws, issued December 1987 and the Federal Credit Union Standard Bylaw Amendments and Guidelines, issued October 1991. The new version of the bylaws incorporates as options many of the standard bylaw amendments and previously approved nonstandard amendments. An FCU may either adopt the revised bylaws in their entirety or adopt selected portions while retaining any bylaw provisions approved by the FCU prior to October 14, 1999. Your FCU wants to adopt two of the prior standard bylaw amendments prohibiting directors and committee members from being compensated and from becoming employed by the FCU within two years from terminating a position as a director or committee member. Your FCU must either adopt similar provisions from the revised bylaws or apply for a nonstandard bylaw amendment through your NCUA Regional Office. 12 U.S.C. ยง1758. The current FCU Bylaws allow an FCU to determine the number of directors, committee members and immediate family members who can be paid employees of the FCU, including a determination that none may be paid. FCU Bylaws, Art. VI, Sec. 2. The current bylaws, however, do not contain a provision to prohibit directors or committee members from becoming paid employees of the FCU after terminating their volunteer positions with the FCU. To include such a provision, your FCU should file a request with your NCUA regional office. I have enclosed a copy of the forward to the Federal Credit Union Bylaws that details the adoption process. The revised bylaws are available on our web site at www.ncua.gov. Sincerely, Sheila A. Albin GC/CJL:bhs |