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Bylaws - 17 Pa. Cons. Stat. § 305Legal Research Home > Pennsylvania Statutes
§ 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(1) Bylaws may be amended or repealed by the affirmative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the board of directors may be repealed or amended by a two-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members may be amended or repealed upon member-initiated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).
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Last modified: November 27, 2007 |