METRO CREDIT UNION BY - LAWS

Transcription

1 METRO CREDIT UNION BY - LAWS Last Updated: April 1, 2016 May 31,

2 TABLE OF CONTENTS ARTICLE I NAME AND OBJECT Page 3 ARTICLE II MEMBERSHIP AND SPHERE OF OPERATION Page 4 ARTICLE III CAPITAL AND LIABILITY Page 9 ARTICLE IV RECEIPTING FOR MONEY - PASSBOOKS Page 10 ARTICLE V LOANS Page 11 ARTICLE VI BOARD OF DIRECTORS Page 12 ARTICLE VII CREDIT COMMITTEE Page 15 ARTICLE VIII AUDITING COMMITTEE Page 16 ARTICLE IX INVESTMENT COMMITTEE Page 17 ARTICLE X OFFICERS AND THEIR DUTIES Page 18 ARTICLE XI MEETINGS OF MEMBERS Page 21 ARTICLE XII Page 22 2

3 ARTICLE I NAME AND OBJECT Section 1: This Corporation shall be known as Metro Credit Union. (As amended June 29, 2006) Section 2: The object of the Metro Credit Union is solely for the promotion of thrift throughout our sphere of operation which shall include both communities and payroll deduction companies which fall within our field of membership and the loaning of monies at a moderate rate of interest. (As amended March 26, 1991) 3

4 ARTICLE II MEMBERSHIP AND SPHERE OF OPERATION Section 1: Membership in this corporation shall be limited to people living, working, and having a place of business in the following counties: Essex, Middlesex, Norfolk and Suffolk (As amended November, 1981, approved February 12, 1982); Worcester (As amended November, 1983 approved January 26, 1984; Plymouth (As amended November, 1985 approved October 22, 1986); Barnstable (As amended December, 2003 approved January, 2004); Bristol (approved December, 2015) Section 2: Applications for membership must be made in writing. Applications submitted online are considered to be in writing. and each must bear the approval of a member of the Board of Directors, Membership Officer, or Committee Member. (As aamended March 26, 1997April 26,May 31, 2017) Section 3: A person, approved for membership by the Board of Directors, shall not become a member until said person qualifies by purchasing and maintaining subscribing and paying in full for at least one share capital or any other share account allowed by Law. The minimum required share(s) is $5.00. (Amended March 26, 1997May 31, April 26, 2017) Section 4: No member may resign while a borrower and endorser or a guarantor on any loan due the credit union. Section 5: A member who leaves the sphere of operation of the credit union may retain membership. The standard established by the Board states once a member, always a member. (Amended March 26, 1991) Section 6: The officers and directors shall hold all transactions of the shareholders with the credit union in strict confidence. 4

5 Section 7: Membership shall include payroll deduction services to companies, service organizations, and institutions within our designated sphere of operation. (Amended March 31, 1993) Section 8: Membership in this credit union shall also include all employees of Millipore Corporation. (Approved July 18, 2001) Section 9: Membership in this Credit Union is limited to employees of, members of, and employees of members of Printing Industries of New England and their immediate families. Immediate family is defined as: husband and wife, children, siblings, brothers, sisters, parents, grandchildren, grandparents, step-children, step-brothers, step-sisters, step-parents, stepgrandchildren, step-grandparents, sisters-in-law, brothers-in-law, mothers-in-law and fathers-inlaw. (Approved December 29, 2004) Section 10: Membership in this credit union is open to those persons who are, or have been, employees of the New England Media Group companies as defined as follows, The Globe Newspaper Company, Inc., Boston Works Print, Retail Sales, Inc., Globe Direct, Boston Globe Marketing, Boston Globe Electronic Publishing, Boston Works On Line and the Worcester Telegram and Gazette and family members of employees and former employees of the New England Media Group companies. Family membership is defined as husband, wife, son, daughter, grandchildren, mother, father, sister, brother, grandparents, mother-in-law, father-inlaw, brother-in-law, sister-in-law, niece and nephew. (Approved January 20, 2009) Section 11: (a) (b) (c) (d) Membership in this credit union is limited to individuals who are employed by or retired from an educational institution in Norfolk, Middlesex, Suffolk, and Essex counties; students who attend an educational institution in Norfolk, Middlesex, Suffolk, and Essex counties; individuals employed by or retired from a health care institution in Norfolk, Middlesex, Suffolk, and Essex counties; family members of such persons specified in (a) to (c); 5

6 Non members may have joint accounts with, or be a co-maker on a loan for, members of the credit union. Educational institution means any accredited public or private college, university, high school, elementary school or vocational school. Health care institution means any institution licensed, by the Commonwealth of Massachusetts, to provide health care services. Student means a person enrolled in any accredited public or private college, university, high school, elementary school, or vocational school. Family member means spouse, mother, father, brother, sister, son, daughter, grandparent, grandchild, step-parent, stepchild, cousin, aunt, uncle, nephew, niece, in-laws, half-brother, halfsister, and any person who maintains his or her principal residence in the same household with a member. (Approved April 6, 2011) Section 12: (a) (b) (c) (e) (f) (g) Membership in this credit union shall also include: persons who are employed by utility companies which transmit or supply natural gas or electricity in Massachusetts which include but are not limited to the following companies: the New England Electric System/National Grid, Massachusetts Electric Company, Key Span Corporation, Eastern Enterprises, Boston Gas Company, Essex Gas Company, Service Edge Partners, Inc. or any entity which is 50% or more owned or controlled by any of the foregoing, and persons who live or work in Melrose, Malden, Medford, Wakefield, Stoneham, Saugus, and Revere, and employees of the Credit Union, in addition, retirees of such entities, and widows and widowers of employees of such entities, persons employed by organizations operated wholly by and for employees of such entities, also included in those eligible for membership shall be the family members of such members defined as spouses, children, siblings, parents, grandparents, grandchildren and in-laws. persons not so eligible for membership may have joint accounts with members of the Credit Union for the purpose of deposit and withdrawal only. 6

7 (Approved November 11, 2011) Section 13: Membership in this credit union shall also include: All employees, and retired employees of the Commonwealth of Massachusetts, its agencies, authorities, departments and districts, but not limited to the Treasury of the Commonwealth; Associations or organization of said employees; Any organization that receives more than 50% of their operational funds from the Commonwealth; Persons working in any building owned by the Commonwealth, its agencies, authorities, departments or districts; Persons working in any building in which, at least, 50% of such building is leased by the Commonwealth, its agencies, authorities, departments or districts; Persons working in the office building of the Credit Union located at One, Two and Three Center Plaza, Boston; the former main office building of the Credit Union located at 101 Merrimac Street, Boston; and the China Trade Center building located at 2 Boylston Street, Boston; All employees and retired employees of the Massachusetts State Employees Credit Union; and; Families of qualified members. For purposes of this Section, the word families shall mean spouses, children, brothers, sisters, parents, grandchildren, grandparents, stepchildren, stepbrothers, stepsisters, sisters-in-law, brothers-in-law, mothers-in-law, fathers-in-law, daughters-in-law, sons-in-law, aunts, uncles, nieces, nephews, cousins and any person who maintains his or her principal residence in the same household with a member. (Approved September 1, 2012) Section 14: Membership in this credit union shall also include those employees of Kidde- Fenwal, Inc. Membership eligibility also extends to immediate family members of the employee. The relationship of an immediate family member as defined by these By-laws will include spouse, mother, father, sister, brother, children, legally adopted children, stepchildren, grandparents and grandchildren. A member or former employee who was a member or is a member of the Credit Union at the time his/her employment ended is eligible to remain a member forever or until his/her membership is interrupted. (Approved March 2, 2013) 7

8 Section 15: Membership in this credit union shall also include Retired Employees of the City of Newton other than employees retired from the school department living outside the territorial areas referenced in Article II, Section I. Provided however, membership eligibility shall extend to individuals employed by or retired from the City of Newton in the capacity of a permanent School Department Custodian or permanent School Department Food Service Worker. Criteria for permanent are that the employee must be eligible for City Benefits and must be eligible for membership in the Newton Retirement System. (Approved March 2014). Section 16: Section 17: Membership in this credit union shall also include those who are employees of the City of Malden, employees of the Malden City Employees Credit Union and members of their families, such as spouse, parents, children, brothers, sisters, grandparents, grandchildren, aunts, uncles, cousins, nieces, and nephews. (Approved November 2015) Membership in this credit union shall also include those who are employed by the Newton Public Schools and immediate families of credit union members, and Newton Public School retirees who were credit union members prior to retiring. Immediate family is defined as: husband, wife, children, siblings, parents, grandparents, and grandchildren. Membership is also open to employees of the following organizations affiliated with the Newton Public Schools: The EDCO Program, Plowshares, and Newton Community Schools. (Approved April 2016) 8

9 ARTICLE III CAPITAL AND LIABILITY Section 1: Shares or deposits in this Credit Union may be withdrawn by any kind of written instrument or by any means voted upon and approved by a majority vote of the Board of Directors permitted by statute and on any day on which the Credit Union is open for business, but the Board of Directors shall have the right to require a member at any time to provide ninety (90) day s notice in writing of his intention to withdraw the whole or any part of his shares or deposits. (Amended April 1995(May 31, 2017April 26, 2017) Section 2: This credit union may accept any kind and type of shares or deposits permitted by statute. (Amended November 1973) 9

10 ARTICLE IV RECEIPTING FOR MONEY - PASSBOOKS Section 1: Money paid in or paid out on an account of shares, deposits, loans, interest or fines shall be evidenced by entries in a passbook, receipt or member statement which shall identify the person acting on behalf of the credit union. No money shall be received from or paid to a member unless the passbook is presented or proper identification is received. and receipt for those members having statement accounts. At regular intervals (not exceeding four months) determined by the Board and/or regulatory requirements, the members shall receive a detail statement of their account. (Amended March 26, 1991April 26, 2017May 31, 2017) Section 2: If an Passbook, Member Identification Card, Automatic Teller Machine (ATM) Card, Credit or Debit Card is lost or stolen, immediate notice must be given to the Credit Union and an written application made for the issuance of a replacement duplicate Passbook, Member Identification Card, Automatic Teller Machine (ATM) card, Credit Card, or Debit Card. The Board may also require a nominal fee to cover the cost of re-issuance. (Amended March 31, 1993) (Amended April 26, 2000May 31,April 26, 2017) 10

11 ARTICLE V LOANS Section 1: A member may not borrow from the credit union when not in good standing except when deemed in the best interest of the Credit Union to protect its financial position or to assist the member through troubled times. (Amended March 26, 1991) Section 2: No loan shall be made except on written application which contains all of the information required by the statutes and is signed by the person desiring the loan. Applications received online are considered to be in writing. All applications for loans shall be filed as permanent records of the corporation. (Amended April 26May 31, 2017) Formatted: Font: Italic Formatted: Font: Italic 11

12 ARTICLE VI BOARD OF DIRECTORS Section 1: The Board of Directors shall consist of twelve (12) members divided into three groups in as nearly equal in number as possible elected on a staggered basis annually. Each group shall be elected for a term of three (3) years or until their successors are elected. Effective at the 2012 annual meeting, the Board of Directors shall be increased to thirteen (13) members. Subsequently thereafter, the Board of Directors shall be reduced through attrition to twelve members. (Amended March 21, 2011) (Amended April 30, 2012) Section 1A: A Special Nominating Meeting shall take place at least one month before the Annual Meeting for the purpose of presenting nominations for Directors to be elected at the next Annual Meeting. The Clerk shall cause the nominees to be listed and elected at the next Annual Meeting and only those persons so listed shall be eligible for election by ballot at said Annual Meeting. Notices of the Nominating Meeting shall be given by the Clerk in accordance with Section 2 of Article XI. (Amended March 14, 1990) Section 2: Any vacancy occurring between Annual Meetings may be filled by the Board of Directors until the next Annual Meeting when a successor shall be chosen for the unexpired term. Section 3: The regular meeting of the Board of Directors shall be held the third Wednesday of each monthly except as determined by a quorum of the Board of Directors that said meeting be held on another date. Other meetings may be called by the Chairman of the Board or upon the petition of three members of said Board. (Amended November 1979) (Amended April 26May 31, 2017) Section 4: The Board of Directors shall perform the following duties in addition to those enumerated in the statutes and elsewhere in the By-Laws. (Amended March 26, 1997) (a) (b) (c) 12 Designate the bank or banks in which the funds of the corporation shall be deposited. Authorize the investments, other than loans to members. Appoint the person, who with the Treasurer, shall have joint control of the securities.

13 (d) (e) (f) (g) (h) (I) ARTICLE VI - (Continued) Take all measure for the interest of the association not within the jurisdiction of the general meeting and not consistent with the laws of the Commonwealth of these By- Laws. The Board of Directors shall designate one or more employees to sign checks for withdrawals and loans approved by the Credit ccommittee in the absence of President, First Vice-President, Chairman of the Board, or Treasurer or Assistant Treasurer to an amount as determined by the Board of Directors. In addition, the Board of Directors may designate attorney(s) representing the credit union to sign checks pertaining to the issuance of mortgages and mortgage related loans. (Amended March 31, 1993) (Amended April 26May 31, 2017) The Board of Directors shall be authorized to increase the frequency of the dividend or interest payment from quarterly to monthly or daily as determined by the Board of Directors. (Amended April 1995) Fix the rate of dividends, additional dividends or interest, if any, to be paid on special notice accounts in conformity with the statutes and the designated time set forth in Section 4 (f) of these By-Law Articles. To provide term share or certificate of deposit accounts or other share and deposit accounts that may or may not have to be approved by the Commissioner of Banks. (Amended March 26, 1997) Board of Directors shall be empowered to assess fees and default or late charges as provided by applicable law or statutes on all share, deposit, and loan accounts as determined necessary in the normal course of business. (Amended March 26, 1997) Formatted: Line spacing: Multiple 1.15 li Section 5. A quorum shall consist of not less than not less than seven (7) directorsthe majority of voting Directors., but a less number may adjourn from time to time. (Amended April 26May 31, 2017) Section 6. If a member of the Board of Directors fails to attend its regular meetings and to perform any of the duties involving him as director for three consecutive meetings, unless excused by the Board of Directors, his office may be declared vacant, and the vacancy filled as herein provided. (Amended March 31, 1993) 13

14 ARTICLE VI - (Continued) Section 7: During the absence or disability of any officer, the Board of Directors may appoint another member to act temporarily in his stead. Section 8: This credit union, by a majority of its Board of Directors, may indemnify its directors, officers, employees, and other agents for any loss which any one of them may sustain by reason of any action, either at law or in equity, brought against him for any of his actions as a director, officer, employee or agent of the credit union. Such person may be indemnified as provided for in these By-Laws even though he is no longer an officer, director, employee, or agent of the credit union. He shall not be so indemnified if it is adjudicated in any proceeding that he did not act in good faith. He may be so indemnified if he acted in a reasonable belief that his action was in the best interest of the credit union. Such indemnification may include payment by the credit union of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of a written undertaking by the person indemnified to repay such if he is adjudicated to be not entitled to indemnification under this By-Law. (Amended November 1977) This credit union shall have the right upon a majority vote of its Board of Directors to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or other agent of the credit union, against any liability arising out of his status as such, whether or not the credit union would have the power to indemnify him against such liability. The intent of this By-Law is to comply with the provisions of Chapter 80 of the Acts of (Amended November 1977) Section 9: Appoint pursuant to the provision of General Laws Chapter 171, Section 16,15 a mmembership Officer from the Board of Directors other than the Treasurer, or a Loan Officer, to approve applications for membership. (Amended November 1963) (Amended April 26May 31, 2017) 14

15 ARTICLE VII CREDIT COMMITTEE Section 1: The Credit Committee shall consist of not less than three (3) members nor more than five (5) members and alternates to such committee as designated by the Board of Directors. (Amended March 26, 1997) (Amended May 31April 26, 2017) Section 2: The Credit Committee shall meet at least once per month or as otherwise determined by themselves. (Amended March 26, 1991) Section 3: A quorum shall consist of not less than two (2) membersthe majority of voting membersnot less than two (2) members. (Amended May 31, 2017) Section 4: Other meetings may be called by the Chairman or on petition of two or more members thereof. Section 5: The Credit Committee shall review carefully the financial condition of borrowers and their sureties to ascertain their ability to repay fully and promptly the obligations assumed by them and whether the loan promises to be of benefit to the borrower. (Amended March 26, 1991) Section 6: The Credit Committee shall determine the security of guarantors which shall be received for each loan and the terms upon which it shall be repaid. (Amended March 26, 1991) Section 7: The Credit Committee shall be authorized to delegate to those individuals the power to make loans with the exception of real estate loans. (As added March 26, 1991) 15

16 ARTICLE VIII AUDITING COMMITTEE Section 1: The Auditing Committee shall keep fully informed as to the financial condition of the credit union; the committee shall examine and certify the monthly statements submitted by the Treasurer. It shall hold meetings once a month and keep records thereof. The committee shall cause to be made an annual certified audit and shall submit a report of that audit to the Board of Directors, and a summary of the report to the members at the next Annual Meeting. It shall make or cause to be made such supplementary audits as it deems necessary or as may be ordered by the Board and submit such audits to the Board of Directors. (Amended March 26, 1991) Section 2; The regular monthly meeting of the Auditing Committee shall be held on or before the date of the Board Meeting. (Amended March 31, 1993) Section 3: The Auditing Committee shall consist of not less than three (3) nor more than five (5) members and alternates to such committee as designated by the Board of Directors. (Added March 26, 1997) (Amended May 31April 26, 2017) Section 4: A quorum shall consist of not less than two (2) the majority of voting members. (Amended April 26May 31, 2017) Formatted: Font: Italic Formatted: Font: Italic 16

17 ARTICLE IX INVESTMENT COMMITTEE Section 1: The Investment Committee shall consist of not more than three (3) members nor more than five (5) and alternates to such committee as designed by the Board of Directors. (Added March 26, 1997) (Amended April 26May 31, 2017) Section 2: The monthly meeting of the Investment Committee shall be standardized for a time to be determined by a majority of the Ccommittee. Other meetings may be called by the Committee Chairperson or on petition of the majority of the members of the Committeecommittee. (Added March 26, 1997) (Amended April 26, 2017) Section 3: Investments authorized by Laws of the Commonwealth of Massachusetts may be made by the Investment Committee and a report of any such investments shall be submitted to the Board of Directors at its regular meeting next following the date upon which any such investment was made in such form as the Directors may require and such report and any action taken by the Board thereon, shall be made a part of the records of such meeting. (Added March 26, 1997) Section 4: A quorum shall consist of the majority of votingnot less than two (2) members. (Addedmended April 26May 31, 2017) 17

18 ARTICLE X OFFICERS AND THEIR DUTIES Section 1: The Board Officers of this Credit Union shall be a Chairman of the Board, one Vice Chairman of the Board, President, Clerk, Treasurer and such other Board Officers as may be necessary for the transaction of the business of the Credit Union, who shall be elected at the first meeting of the Board of Directors following the Annual Meeting of the Membership. They shall hold office until the Board of Directors shall choose their successors as herein provided. (Amended April 15, 1998) (As Amended April 30, 2012) Section 2: The Board of Directors shall, from among themselves elect a Credit Committee of not less than three (3) members nor more than five (5) members and; an Auditing Committee of not less than three (3) members, nor more than five members, and an Investment Committee of not more less than three (3) members nor more than five (5) members; and alternates to such committees as designated by the Board of Directors, all of whom shall hold office until their successors are qualified unless sooner removed. The Board of Directors may appoint any other officers who need not be members of the Board of Directors as deemed necessary to assist in the daily operation of the Credit Union. (Amended April 15, 1998) (Amended April 26May 31, 2017) Section 3: It shall be the duty of the Chairman of the Board to preside at meetings of the members of the Board of Directors and to also perform such other duties as customarily appertain to the office. The office of Chairman of the Board and Treasurer may be held by the same individual. (Amended April 15, 1998) Section 4: It shall be the duty of the President to countersign all notes and drafts drawn by the corporation and any checks specifically required to be countersigned and to perform such other duties as customarily appertain to the office. (Amended April 15, 1998) 18

19 ARTICLE X (Continued) Section 5: It shall be the duty of the Vice Chairman to perform the duties of the Chairman of the Board in the event of the absence or disability of that officer and to perform such other duties as customarily appertain to the office. (Amended April 15, 1998) Section 6: It shall be the duty of the Clerk to keep a correct record of all meetings of the members of the Board of Directors. He shall give notice of all meetings of members in the manner prescribed by the By-Laws and shall perform such other duties as customarily appertain to the office. (Amended April 15, 1998) Section 7: It shall be the duty of the Treasurer to sign checks, notes and drafts drawn by the Credit Union; to have the custody of the cash, securities, books of accounts and other valuable papers of the Credit Union, said books and accounts to be at all times open to the inspection of the Board of Directors; to prepare a statement of condition within fourteen (14) days after the close of each month, which statement shall be attested to by at least one member of the Auditing committee and shall be posted in a conspicuous place in the office of the Credit Union until replaced by the statement of the succeeding month. He shall within forty-eight (48) hours after receipt, deposit all funds in his possession in the bank or banks of deposit prescribed by the Board of Directors. All payments or withdrawals of money for any purpose shall be made by check except that a disbursement of cash may be made to an amount as determined by the Board of Directors and to perform such other duties as customarily appertain to the office. (Amended April 15, 1998) Section 8: It shall be the duty of the Assistant Treasurer to perform the duties of the Treasurer in the event of the absence or disability of that office and to perform such other duties as customarily appertain to the office. (Amended April 15, 1998) Section 9: It shall be the duty of the Membership Officer to approve applications for membership under such conditions as the Board may prescribe. He shall submit to the Board at each monthly meeting a list of approved or pending applications received since the previous monthly meeting. (Amended April 15, 1998) 19

20 ARTICLE X (Continued) Section 10: A position of Chief Executive Officer and/or Executive Vice President may be provided and said position shall be filled by an individual or individuals who shall be hired by the Board of Directors and whose duties shall include the management of the day to day operations of the Credit Union and such other duties as customarily appertain to these offices. The office of President and Chief Executive Officer may be held by the same individual. The office of Treasurer and Executive Vice President may be held by the same individual. (Amended April 15, 1998) 20

21 ARTICLE XI MEETINGS OF MEMBERS Section 1: The Annual Meeting of members shall be held anytime within 120 days after the close of fiscal year. (Amended January, 1989) Section 2: Notice of all meetings shall be given by the Clerk who shall at least fourteen (14) days before the date of such meeting, send written notice to each member of the Credit Union by mail or electronically, consistent with the method used for delivery of the members account statement or shall post and maintain a notice of the meeting in the Office of the Credit Union for at least fourteen (14) days before the date of such meeting, shall post a notice of the meeting on the Credit Union s website at least fourteen (14) days before the date of such meeting, and shall insert a display notice in the newspaper published or having circulation in Chelsea at least fourteen (14) days before the date of such meeting. (Amended April 28, 2017) Section 3: At Annual or Special Meetings twenty-one (21) members shall constitute a quorum. If no quorum is present, an adjournment shall be taken to a date not less than seven (7) days thereafter and the decisions of the adjourned meeting shall be binding regardless of the number of members present. Notice of adjourned meetings shall be given by the Clerk as required by Section 2 not less than five (5) days previous to the date of the meeting. Section 4: All elections shall be by ballot. Section 5: These by-laws may be amended by the members at an Annual or Special Meeting called for the purpose, by a majority vote of those present and entitled to vote, provided that a copy of the proposed amendment is sent to each member of the Credit Union by mail or electronically consistent with the method used for delivery of the members account statement or maintained in the office of the Credit Union for at least fourteen (14) days before the date of such meeting and posted on the Credit Union s website at least fourteen (14) days before the date of such meeting. A notice of the meeting shall be provided in accordance with Article XI, Section 2. Amendments containing a change in the conditions of residence, occupation or association which qualify persons for membership, or change in location, or change in name shall become operative once approved in writing by the Commissioner. (Amended April 28, 2017) 21

22 ARTICLE XII Section 1: Roberts Rules of Order shall control all procedures unless otherwise provided for in these by-laws. (Added April 15, 1998). 22