DUKE UNIVERSITY FEDERAL CREDIT UNION CHARTER AND BYLAWS
March 30, 2016
Article I - Name - Purpose
Article II - Qualifications for Membership
Article III - Shares of Members
Article IV - Receipting for Money - Passbooks
Article V - Meetings of Members
Article VI - Elections
Article VII - Board of Directors
Article VIII - Board Officers, Management Officials, and Executive Committee
Article IX - Loan Officers
Article X - Supervisory Committee
Article XI - Organization Meeting
Article XII - Loans and Lines of Credit to Members
Article XIII - Reserves
Article XIV - Dividends
Article XV - Deposit and Disbursement of Funds Investment and Borrowing
Article XVI - Expulsion and Withdrawal
Article XVII - Minors
Article XVIII - Definitions
Article XIX - General
Article XX - Operations following an Attack on the United States
Article XXI - Amendments of Bylaws and Charter
Charter
BYLAWS
Federal Credit Union, Charter No. 18616
(A Corporation chartered under the laws of the United States)
Article I. Name – Purposes
Section 1. The name of this credit union is as stated in Section 1 of the charter (approved organization certificate) of this credit union.
Section 2. The purpose of this credit union is to promote thrift among its members by affording them an opportunity to accumulate their savings, and to create for them a source of credit for provident or productive purposes.
Article II. Qualifications for Membership
Section 1. The field of membership of this credit union is limited to that stated in Section 5 of its charter.
Section 2. Applications for membership from persons eligible to membership under Section 5 of the charter shall be signed by the applicant on forms approved by the board. Upon approval of such an application by a majority of the directors or a majority of the members of a duly authorized executive committee or by a membership officer and upon his/her subscription to at least one share of this credit union and the payment of the initial installment thereon, and the payment of a uniform entrance applicant is admitted to membership. If a membership application is denied, the reasons therefor shall be furnished in writing to the person whom application is denied, upon written request.
Section 3. A number shall be assigned to each member as a means of identifying his or her account with the credit union.
Section 4. A member who withdraws all of their shareholdings thereby ceases to be a member. The board may by resolution require persons readmitted to membership to pay another entrance fee.
Section 5. The membership of members who are no longer within the field of membership on the day this bylaw is effective or thereafter, is terminated immediately, provided, however, that the board may resolve that such members may retain membership if they meet certain reasonable minimum standards established by the board.
Article III. Shares of Members
Section 1. The par value of each share shall be $25. Subscription to shares are payable at the time of subscription, or in installments of at least $5 per month.
Section 2. The maximum amount of shares, which may be held by any one member, shall be established from time to time by resolution of the board.
Section 3. A member who fails to complete payment of one share within six months of his admission to membership, or within six months from the increase in the par value of shares, or a member who reduces their share balance below the par value of one share and does not increase the balance to at least the par value of one share within six months of the reduction may be terminated from membership.
Section 4. Shares may be transferred only from one member to another, by written instrument in such form as the board may prescribe. Such transfer shall carry dividend credits with it. The board may require payment of a fee not to exceed $1 for each such transfer and, if so required, such fee shall apply to all transfers.
Section 5. Money paid in on shares or installments of shares may be withdrawn as provided in these bylaws or regulation on any day when payment on shares may be made, provided, however, that
(a) The board shall have the right, at any time, to require members to give, in writing, not more than 60 days’ notice of intention to withdraw the whole or any part of the amounts so paid in by them except for those amounts paid into share draft accounts.
(b) The board may determine that if shares are paid in under an accumulated payroll deduction plan, as prescribed in the Accounting Manual for Federal Credit Unions, they may not be withdrawn until credited to members' accounts.
(c) No member may withdraw any shareholdings that are pledged as required security on loans without the written approval of a loan officer, except to the extent those shares exceed the member's total primary and contingent liability to the credit union. "Required security" as used in this subsection refers to shares, which are in existence at the time the application is made and specifically required to be pledged as security as part of a secured transaction.
(d) No member may withdraw any shareholdings below the amount of his/her primary or contingent liability to the credit union if he/she is delinquent as a borrower, or if borrowers for whom he/she is co-maker, endorser, or guarantor are delinquent, without the written approval of a loan officer; except that shares issued in an irrevocable trust as provided in Section 6 of this article are not subject to restrictions upon withdrawal except as stated in the trust agreement.
(e) The share account of a person whose membership is terminated in accordance with Article II, Section 5, of these bylaws may be continued until the close of the dividend period in which the membership is terminated, after which it shall be transferred to an account payable. The share account of a deceased member (other than one held in joint tenancy with another member) may be continued until the close of the dividend period in which the administration of the deceased's estate is competed, but not to exceed a period of four years.
(f) The board shall have the right, at any time, to impose a fee for excessive share withdrawals from regular share accounts. The number of withdrawals not subject to a fee and the amount of the fee shall be established by board resolution and shall be subject to regulations applicable to the advertising and disclosure of terms and conditions on member accounts.
Section 6. Shares may be issued in a revocable or irrevocable trust, subject to the following:
(a) When shares are issued in a revocable trust, the settlor must be a member of this credit union in his/her own right, and the name of the beneficiary must be stated.
(b) When shares are issued in an irrevocable trust, the settlor or the beneficiary must be a member of this credit union in his/her own right, and the name of the beneficiary must be stated. For purposes of this section, shares issued pursuant to a pension plan authorized by the rules and regulations shall be treated as an irrevocable trust unless otherwise indicated in the rules and regulations.
(c) Trust accounts established prior to the effective date of this section shall not be affected. Trusts may be established pursuant to this section, provided such trusts, their terms and conditions are in accordance with the laws of this jurisdiction.
Article IV. Section Deleted
Article V. Meetings of Members
Section 1. The annual meeting of the members shall be held within the period authorized in the Act, in the county in which the office of the credit union is located or within a radius of 100 miles of such office, at such time and place as the board shall determine and announce in the notice thereof.
Section 2. At least seven days before the date of any annual or special meeting of the members, the recording officer shall cause written notice thereof to be handed to each member in person, or mailed to each member at his or her address as the same appears on the records of this credit union; except that if the annual meeting is to be held during the same month as that of the previous annual meeting and if this credit union maintains an office that is readily accessible to members and wherein regular business hours are maintained, and the board so determines, notice of the annual meeting may be given by posting the notice thereof in a conspicuous place in the office of this credit union where it may be read by the members, at least 14 days prior to such meeting. Any meeting of the members, whether annual or special, may be held without prior notice, at any place or time, if all the members entitled to vote thereat who are not present at such meeting shall in writing waive notice thereof, before, during, or after the meeting.
Notice of any special meeting shall state the purpose for which it is to be held, and no business other than that related to this purpose shall be transacted at the meeting.
Section 3. Special meetings of the members may be called by the chair of the board of directors, upon a majority vote, or by the supervisory committee as provided in these bylaws, and may be held at any location permitted for the annual meeting. A special meeting shall be called by the executive officer within 30 days of the receipt of a written request of 25 members or five percent of the members as of the date of the request, whichever number is larger, provided, however, that a request of no more than 750 members shall be required for such meeting. The notice of such special meeting shall be given as provided in Section 2 of this article.
Section 4. The order of business at annual meetings of members shall be:
(a) Ascertainment that a quorum is present (If annual meeting is virtual, virtual participation qualifies towards quorum requirement)
(b) Reading and approval (or correction) of the minutes of the last meeting
(c) Report of directors
(d) Report of the financial officer or the chief management official
(e) (Reference to loan officers deleted)
(f) Report of the supervisory committee
(g) Unfinished business
(h) New business other than elections
(i) Elections
(j) Adjournment
The members assembled at any annual meeting may suspend the above order of business upon a two-thirds vote of the members present (or virtually present) at the meeting.
Section 5. Except as hereinafter provided, at annual or special meetings, 15 members shall constitute a quorum. If no quorum is present, an adjournment may be taken to a date not fewer than seven days or more than 14 days thereafter; and the members present at any such adjourned meeting shall constitute a quorum, regardless of the number of members present. The same notice shall be given for the adjourned meeting as is prescribed in Section 2 of this article for the original meeting, except that such notice shall be given not fewer than five days previous to the date of the meeting as fixed in the adjournment.
Article VI. Elections
Section 1. At least 30 days prior to each annual meeting, the chair shall appoint a nominating committee of not fewer than three members. It shall be the duty of the nominating committee to nominate at least one member for each vacancy, including any unexpired term vacancy, and file its nominations with the secretary of the credit union at least 30 days prior to the annual meeting; and the secretary shall cause such nominations to be posted in a conspicuous place in the credit union office at least 20 days prior to the annual meeting. Prior to filing such nominations with the secretary, the nominating committee shall determine that the members nominated are agreeable to the placing of their names in nomination and will accept office if elected.
Nominations for vacancies may also be made by petition signed by at least 20 members or one percent of the membership, whichever is the greater. To be effective, such nominations shall be accompanied by a certificate from the nominee or nominees stating that they are agreeable to nomination and will serve if elected to office; such nominations shall be filed with the secretary of the credit union at least 15 days prior to the annual meeting; and the secretary shall cause such nominations to be posted in a conspicuous place in the credit union office at least 10 days prior to the annual meeting.
Section 2. All elections shall be determined by plurality vote, and shall be by ballot except where there is only one nominee for the office. No nominations shall be made from the floor unless sufficient nominations have not been made by the nominating committee or by petition to provide at least one nominee for each position to be filled. When nominations are closed, tellers shall be appointed by the chair, ballots shall be distributed, the vote shall be taken and tallied by the tellers, and the results announced. If the credit union is conducting its elections electronically, the secretary will verify that members are provided an option of mail or electronic vote. Tellers will be instructed to verify eligibility as well as one vote per member.
Section 3. Section Deleted
Section 4. No member shall be entitled to vote by proxy, but a member other than a natural person may vote through an agent designated in writing for the purpose. A trustee, or other person acting in a representative capacity, shall not, as such, be entitled to vote.
Section 5. Irrespective of the number of shares held by - a member, no member shall have more than one vote.
Section 6. The names and addresses of members of the board, executive officers, executive committee, and members of the supervisory committees shall be forwarded to the Administration in accordance with the Act and regulations in such manner as may be required by said Administration.
Section 7. The board may establish by resolution a minimum age, 18 years, as a qualification for eligibility to vote at meetings of the members, or to hold elective or appointive office, or both.
Article VII. Board of Directors
Section 1. The board shall consist of nine members, all of whom shall be members of this credit union. The number of directors may be changed to an odd number not fewer than five or more than 15 by resolution of the board. No reduction in the number of directors may be made unless corresponding vacancies exist as a result of deaths, resignations, expiration of terms of office, or other actions provided by these bylaws. A copy of the resolution of the board covering any increase or decrease in the number of directors shall be filed with the official copy of the bylaws of this credit union.
Section 2. Regular terms of office for directors shall be for periods of either two or three years as the board shall determine, provided, however, that all regular terms should be for the same number of years and until the election and qualification of successors. The regular terms shall be so fixed at the beginning, or upon any increase or decrease in the number of directors, that approximately an equal number of regular terms shall expire at each annual meeting.
Section 3. Any vacancy on the board or supervisory committee shall be filled by vote of a majority of the directors then holding office. Directors so appointed shall hold office only until the next annual meeting, at which any unexpired terms shall be filled by vote of the members, and until the qualification of their successors. Members of the supervisory committee so appointed shall hold office until the first regular meeting of the board following the next annual meeting of members at which the regular term expires and until the appointment and qualifications of their successors.
Section 4. A regular meeting of the board shall be held each month at the time and place fixed by resolution of the board. The chair, or in his/her absence, the ranking vice-chair, shall fix the time and place of special meetings. Notice of all meetings shall be given in such manner as the board may from time to time by resolution prescribe.
A regular meeting of the board as described in the above paragraph may be replaced by a conference telephone call if the following conditions are met:
(a) The board must be sufficiently geographically dispersed so that the holding of a regular meeting is impracticable;
(b) A regular meeting must be convened, at a minimum, once each calendar quarter;
(c) At least seven days prior to each conference telephone call meeting, the secretary shall cause the following information to be distributed to each director:
1) Minutes of the previous meeting;
2) Reports of officers, standing committees, or of any special committee;
3) Special orders or matters that have been assigned priority;
4) Any written information on unfinished business or new business that has been given to the secretary by any director;
(d) Minutes of conference telephone call meetings must be signed by each conferee at the next regularly convened meeting of the board at which the conferee is present.
Section 5. The board shall have the general direction and control of the affairs of this credit union and shall be responsible for performing all the duties customarily performed by boards of directors. This shall include but not be limited to the following:
(a) Directing the affairs of the credit union in accordance with the Act, these bylaws, the rules and regulations and sound business practices.
(b) Establishing programs to achieve the purposes of this credit union as states in Article I, Section 2, of these bylaws.
(c) Establishing and supervising a loan collection program and authorizing the charge-off of uncollectible loans.
(d) Determining that all persons appointed or elected by this credit union to any position requiring the receipt, payment or custody of money or other property of this credit union, or in its custody or control as collateral or otherwise, are properly bonded in accordance with the Act and regulations. Reviewing denied loan applications of members who file written appeals for such reviews;
(e) Appointing one or more loan officers and delegating to these officers the power to approve or disapprove loans, lines of credit, or advances from lines of credit;
(f) Performing such additional acts and exercising such additional powers as may be required or authorized by applicable law and regulations.
Section 6. A majority of the number of directors (inclusive of any vacancies) shall constitute a quorum for the transaction of business at any meeting thereof; but fewer than a quorum may adjourn from time to time until a quorum is in attendance.
Section 7. If a director fails to attend regular meetings of the board for three consecutive months, or any four months in the calendar year, or otherwise fails to perform any of the duties devolving upon him/her as a director, his/her office may be declared vacant by the board and the vacancy filled as herein provided. The board may remove any executive officer from office for failure to perform the duties thereof, after giving the officer reasonable notice and opportunity to be heard.
When any executive officer, membership officer, or executive committee member or investment committee member is absent, disqualified, or otherwise unable to perform the duties of his/her office, the board may, by resolution, designate another member of this credit union to act temporarily in his/her place.
Section 8. Any member of the supervisory committee may be suspended by a majority vote of the board of directors. The members of this credit union shall decide, at a special meeting held not fewer than seven nor more than 14 days after any such suspension, whether the suspended committee member shall be removed from or restored to the supervisory committee.
Article VIII. Board Officers, Management Officials, and Executive Committee
Section 1. The board officers of this credit union shall be comprised of an executive officer, one or more assistant executive officers, a financial officer, and a recording officer, all of whom shall be elected by the board and from their number. The board shall determine the title and rank of each board officer and shall record them in the addendum to this article. One board officer may be compensated for his or her services to such extent as may be determined by the board. If more than one assistant executive officer is elected, the board shall determine their rank as first assistant executive officer, second assistant executive officer, etc. The same person may hold the offices of the financial officer and recording officer. Unless sooner removed, herein provided, the board officers elected at the first meeting of the board shall hold office until the first meeting of the members and until the election and qualifications of their respective successors.
Section 2. Board officers elected at the meeting of the board next following the annual meeting of the members, which shall be held not later than seven days after the annual meeting, shall hold office for a term of one year and until the election and qualification of their respective successors, provided, however, that any person elected to fill a vacancy caused by the death, resignation, or removal of an officer shall be elected by the board to serve for the unexpired term of such officer and until his successor is duly elected and qualified.
Section 3. The executive officer shall preside at all meetings of the members and at all meetings of the board, unless disqualified through suspension by the supervisory committee. The executive officer shall countersign all notes of this credit union, and all checks, drafts, and other orders for disbursement of its funds as prescribed in Article XV, Section 2 of these bylaws. The executive officer shall also perform such other duties as customarily appertain to the office of the executive officer, or as he or she may be directed to perform by resolution of the board not inconsistent with the Act and regulations and these bylaws.
Section 4. The ranking assistant executive officer available shall have and exercise all the powers, authority, and duties of the executive officer during the absence of the latter or his or her inability to act.
Section 5. The financial officer shall manage this credit union under the control and direction of the board unless the board has appointed a management official to act as general manger. Subject to such limitations, controls and delegations as may be imposed by the board, the financial officer shall:
Have custody of all funds, securities, valuable papers and other assets of this credit union.
(a) Sign all notes of this credit union, and all checks, drafts, and other orders for disbursement of its funds.
(b) Provide and maintain full and complete records of all the assets and liabilities of this credit union in accordance with forms and procedures prescribed in the Accounting Manual for Federal Credit Unions or otherwise approved by the Administration.
(c) Within 20 days after the close of each month, prepare and submit to the board a financial statement showing the condition of this credit union as of the end of the month, including a summary of delinquent loans. The financial officer shall promptly post a copy of such statement in a conspicuous place in the office of the credit union where it will remain until replaced by the financial statement for the next succeeding month.
(d) Prepare and forward to the Administration such financial and other reports as the Administration may require.
(e) If so authorized by the board and within standards and limitations prescribed by the board, employ tellers, clerks, bookkeepers, and other office employees, and have the power to remove such employees.
(f) Perform such other duties as customarily appertain to the office of the financial officer, or as he or she may be directed to perform by resolution of the board not inconsistent with the Act and regulations and these bylaws.
The board may employ one or more assistant financial officers, none of whom may also hold office as executive officer or assistant executive officer, and may authorize them, under the direction of the financial officer, to perform any of the duties devolving on the financial officer, including the signing of checks. When designated by the board, any assistant financial officer may also set act as financial officer during the temporary absence of the financial officer or in the event of his or her temporary inability to act.
Section 6. The board may appoint a management official who shall not be a member of the board and who shall be under the direction and control of the board or of the financial officer as determined by the board. The management official may be assigned any or all of the responsibilities of the financial officer described in Section 5 of this article. The board shall determine the title and rank of each management official and shall record them in the addendum to this article.
The board may employ one or more assistant financial officers, none of whom shall be a member of the board. The board may authorize assistant financial officers under the direction of the financial officer, to perform any of the duties devolving on the financial officer, including the signing of checks. When designated by the board, any assistant financial officer may also act as the financial officer during the temporary absence of the financial officer, or in the event of his or her temporary inability to act.
Section 7. The board shall employ, fix the compensation, and prescribe the duties of such employees as may in the discretion of the board be necessary, and have the power to remove such employees, unless it has delegated these powers to the financial officer or management official; except that neither the board, the financial officer, nor the management official shall have the power or duty to employee, prescribe the duties of, or remove necessary clerical and auditing assistance employed or utilized by the supervisory committee. Provided that no member of the immediate family of a director or committee member may be a paid employee of this credit union, and that no director or committee member may be a paid employee of this credit union for a minimum of two years from the date the official terminates his/her position as a director or committee member unless the employee position to be filled exists as the result of a death or disability.
Section 8. The recording officer shall prepare and maintain full and correct records of all meetings of the members and of the board, which records shall be prepared within seven days after the respective meetings. The recording officer shall promptly inform the Administration in writing of any change in the address of the office of this credit union or the location of its principal records. The recording officer shall give or cause to be given, in the manner prescribed in these bylaws, proper notice of all meetings of the members, and shall perform such other duties as he or she may be directed to perform by resolution of the board not inconsistent with the Act and regulations and these bylaws.
The board may employ one or more assistant recording officers, none of whom may also hold office as executive officer, assistant executive officer, or financial officer, and may authorize them under direction of the recording officer to perform any of the duties devolving on the recording officer.
Section 9. The board may appoint an executive committee of not fewer than three directors, to act for it with respect to specifically delegated functions and subject to such limitations as prescribed by the board.
Section 10. The board may appoint one or more membership officers from among the members of this credit union to approve applications for membership under such conditions as the board and these bylaws may prescribe. Such membership officer or officers may not be a person authorized to disburse funds.
Section 11. The board may appoint an investment committee composed of not less than two to have charge of making investments under rules and procedures established by the board.
Addendum the title and rank of the board officers and management officials of this credit union are as follows:
(a) The executive officer is to have the title of Chair.
(b) The assistant executive officer is to have the title of Vice Chair.
(c) The financial officer is to have the title of Treasurer.
(d) Assistant financial officer is to have the title of Assistant Treasurer.
(e) The recording officer is to have the title of Secretary.
(f) The assistant recording officer is to have the title of Assistant Secretary.
(g) The management official is to have the title of President/CEO.
(h) The assistant management official is to have the title of Vice President.
Section 12. The credit union may elect to indemnify to the extent authorized by the law of the State of North Carolina; current officials, former officials, current employees, and former employees from any liability asserted against them and expenses reasonably incurred by them in connection with judicial or administrative proceedings to which they are or may become parties by reason of the performance of their official duties.
The credit union may purchase and maintain insurance on behalf of the individuals indicated above against any liability asserted against them and expenses reasonable incurred by them in the official capacities and arising out of the performance of their official duties to the extent such insurance is permitted by the applicable state law.
The term “official” in this bylaw means a person who is a member of the Board of Directors, Supervisory Committee, or other volunteer committee (including elected or appointed loan officers or membership officers) established by the board of directors.
Article IX. Loan Officers
Section 1. Each loan officer shall maintain a record of each transaction approved or not approved by him/her within seven days of the filing of the application or request, and such records shall become a part of the records of the credit union. No individual may disburse funds of this credit union for any application or share withdrawal that he/she has approved as a loan officer.
Section 2. The loan officer shall inquire into the character and financial condition of each applicant for a loan or line of credit and his/her sureties, if any, to ascertain their ability to repay fully and promptly the obligations incurred by them and to determine whether the loan or line of credit will be of probable benefit to the borrower. The loan officers should endeavor diligently to assist applicants in solving their financial problems.
Section 3. No loan or line of credit shall be made unless approved by a loan officer in accordance with applicable law and regulations.
Section 4. Subject to the limits imposed by applicable law and regulations, these bylaws, and the general policies of the board, the loan officer shall determine the security if any required for each application and the terms of repayment. The security furnished shall be adequate in quality and character and consistent with sound lending practices. When funds are not available to make all the loans and lines of credit for which there are applications, preference shall be given, in all cases, to the smaller applications if the need and credit factors are nearly equal.
Article X. Supervisory Committee
Section 1. The supervisory committee shall be appointed by the board from among the members of this credit union, one of whom may be a director other than the financial officer. The board shall determine the number of members on the committee, which shall not be fewer than three or more than the maximum number permitted by the Act. No employee of this credit union may be appointed to the committee. Regular terms of committee members shall be for periods of 1, 2, or 3 years as the board shall determine, provided that all regular terms shall be for the same number of years and until the appointment and qualification of successors. The regular terms shall expire at the first regular meeting of the board following each annual meeting.
If all director positions become vacant simultaneously, the supervisory committee immediately assumes the role of board of directors. The supervisory committee acting as the board must generally call and hold a special meeting to elect a board that will serve until the next annual meeting. The special meeting must occur at least but no more than 14 days after all director positons became vacant, and candidates for the board at the special meeting may be nominated by petition or from the floor. However, if the next annual meeting has been scheduled and will occur within 45 days after all the director positons became vacant, the supervisory committee may decide to forego the special meeting and continue serving as the board until the election of new directors at the annual meeting.
Section 2. The supervisory committee members shall choose from among their number a chair and a secretary. The secretary of the supervisory committee shall prepare, maintain, and have custody of full and correct records of all actions taken by it. The same person may hold the offices of chair and secretary.
Section 3. The supervisory committee shall make, or cause to be made, such audits, and to prepare and submit such written reports, as are required by the Act and regulations. The committee may employ and use such clerical and auditing assistance as may be required to carry out its responsibilities prescribed by this article, and may request the board to provide compensation for such assistance. The committee shall prepare and forward to the Administration such reports as may be required.
Section 4. The supervisory committee shall, from time to time and not less frequently than as required by the Act and regulations, cause the passbooks and accounts of all members to be verified with the records of the financial officer. The committee shall maintain a record of such verifications.
Section 5. By unanimous vote the supervisory committee may suspend until the next meeting of members any director or executive officer. In the event of any such suspension, the supervisory committee shall call a special meeting of the members to act on said suspension which meeting shall be held not fewer than seven nor more than 14 days after such suspension. The chair of the committee shall act as chair of the meeting unless the members select another person to act as chair.
Section 6. By the affirmative vote of a majority of its members, the supervisory committee may call a special meeting of the members to consider any violation of the provisions of the Act, the regulations, or of the charter or the bylaws of this credit union, or to consider any practice of this credit union which the committee deems to be unsafe or unauthorized.
Article XI. Organization Meeting
Section 1. At the time application is made for a federal credit union charter, the subscribers to the organization certificate shall meet for the purpose of electing a board of directors. Failure to commence operations within 60 days following receipt of the approved organization certificate (charter) shall be cause for revocation of the charter unless a request for an extension of time has been submitted to and approved by the Regional Director.
Section 2. The subscribers shall elect a chair and a secretary for the meeting. The subscribers shall then elect from their number, or from those eligible to become members of this credit union, a board of directors, all to hold office until the first annual meeting of the members and until the election and qualification of their respective successors. If not already a member, every person elected under this section or appointed under Section 3 of this article, must qualify within 30 days by becoming a member. If any person elected as a director or committee member or appointed as a supervisory committee member does not qualify, as a member within 30 days of such an election or appointment, the office shall automatically become vacant and shall be filled by the board.
Section 3. Promptly following the elections held under the provisions of Section 2 of this article, the board shall meet and elect the executive officers who shall hold office until the first meeting of the board of directors following the first annual meeting of the members and until the election and qualification of their respective successors. The board shall also appoint at this meeting a supervisory committee as provided in Article X, Section 1, of these bylaws. The members so appointed shall hold office until the first regular meeting of the board following the first annual meeting of the members and until the appointment and qualification of their respective successors.
Article XII. Loans and Lines of Credit to Members
Section 1. Loans shall be made only to members, and for provident or productive purposes in accordance with applicable law and regulations. Loans to a member other than a natural person shall not be in excess of its shareholdings in this credit union.
Section 2. Within the limitations prescribed by applicable law and regulations, the board shall fix from time to time the interest rates on loans, the rate of interest refund, if any, to be made to members, the maximum maturities, and terms of payment or amortization of loans to members, the security, and the maximum amount, which may be loaned. When, by action of the board, the interest rates on future loans are reduced, similar action may be taken with regard to interest rates on unpaid balances of existing loans.
Section 3. Lines of credit may be extended to members in accordance with applicable law and regulations. The board shall fix from time to time the interest rates, the maximum maturity, terms of payment or amortization, the security, and the maximum amount that may be loaned under a line of credit agreement within the limitations prescribed by applicable law and regulations.
Section 4. The aggregate amount of loans and lines of credit to any one member and the terms and conditions of such loans and lines of credit shall not exceed the limits permitted by applicable law and regulations.
Section 5. Any loan or line of credit made to a director or member of the supervisory committee shall be in compliance with the Act and regulations. Directors or members of the supervisory committee may act as co-maker, endorser of guarantor for borrowers from this credit union, subject to the provisions of the Act and regulations.
Section 6. A borrower may repay his/her loan prior to maturity, in whole or in part, on any business day without penalty.
Section 7. Applications for loans or lines of credit shall be on forms prepared and furnished by the loan officer and shall in each case set forth the security, if any, and such other data as may be required by the loan officer or by applicable law and regulations.
Section 8. Any member whose loan is delinquent may be required to pay a late charge as determined by the board of directors.
Article XIII. Reserves
Section 1. All amounts as required by the Act and regulations, shall be set aside as a regular reserve, provided, however, that when the regular reserve thus established shall reach the minimum balance required by the Act and regulations, no further transfers shall be required except up to such amounts permitted by law and as may be needed to maintain such minimum balance. Amounts in excess of the above requirements may be transferred to the regular reserve by authorization of the board. The regular reserve shall be used only for losses as authorized by applicable law and regulations.
Section 2. In addition to the regular reserve, special reserves to protect the interests of members shall be established in accordance with the Act and regulations. The board may also authorize the establishment of any additional reserves that it deems necessary.
Article XIV. Dividends
Section 1. The board shall establish dividend periods and declare dividends as permitted by the Act and applicable regulations.
Section 2. No dividend shall be declared or paid at a rate in excess of the maximum dividend rates set forth in regulations.
Section 3. Dividends shall be paid on all funds in a share account once a fully paid share of $25.00 has been purchased.
Article XV. Deposit and Disbursement of Funds Investment and Borrowing
Section 1. All funds of this credit union, except for petty cash and cash change funds authorized by Section 3 of this article, shall be deposited in such qualified depository or depositories from among those authorized by applicable law and regulations as the board may from time to time by resolution designate; and shall be so deposited not later than the second banking day after their receipt, provided that receipts in the aggregate of $300 or less may be held as long as one week before they are deposited.
Section 2. All disbursements of funds of this credit union shall be made by checks or other written instruments signed by the financial officer, chief management official, assistant financial officer, or an assistant management official, and countersigned by the executive officer, or in his or her absence or inability to serve, by the ranking assistant executive officer, provided that the board may by resolution eliminate the requirement of countersigning, and determine that disbursements may be made in cash in accordance with procedures prescribed in the Accounting Manual for Federal Credit Unions or otherwise approved by the Administration.
Section 3. The board may authorize a cash fund by resolution for making change, and for such other purposes as prescribed in the Accounting Manual for Federal Credit Unions.
The board may authorize by resolution the establishment of a petty cash fund for postage, and for defraying other expense items in amounts of less than $50.
Section 4. The funds of this credit union shall be invested only as authorized by applicable law and regulations.
Section 5. The board may authorize borrowing and discounting operations on behalf of this credit union within the limitations prescribed by applicable law and regulations.
Article XVI. Expulsion and Withdrawal
Section 1. A member may be expelled only in the manner provided by the Act. Expulsion or withdrawal shall not operate to relieve a member of any liability to this credit union. All amounts paid in on shares by expelled or withdrawing members, prior to their expulsion or withdrawal, shall be paid to them in the order of their withdrawal or expulsion, but only as funds become available and only after deducting therefrom any amounts due from such members to this credit union.
Article XVII. Minors
Section 1. Shares may be issued in the name of a minor.
Article XVIII. Definitions
Section 1. When used in these bylaws the terms:
(a) "Act" means the Federal Credit Union Act, as amended.
"Administration" means the National Credit Union Administration.
(b) "Board" means Board of Directors of the Federal Credit Union.
(c) "NCUA Board" means the Board of the National Credit Union Administration.
(d) "Regulation/Regulations" means rules and regulations issued by the NCUA Board of the National Credit Union Administration.
(e) "Applicable law and regulations" means the Federal Credit Union Act and rules and regulations issued thereunder or other applicable federal statutes and rules and regulations issued thereunder as the context indicates (such as The Higher Education Act of 1965).
(f) "Net earnings," for a given period, means the balance remaining after deducting from the gross income of this credit union actually received during such period all expenses paid or payable during such period, and any losses sustained therein (as determined by the board) for which no specific reserve has been set aside. Amounts set aside during such period as a reserve shall not be deemed items of expense.
"Paid-in and unimpaired capital," as of a given date, means the balance of the paid-in share accounts as of such date, less any losses that may have been incurred for which there is no reserve or which have not been charged against undivided earnings.
(g) "Surplus," as of a given date, means the credit balance of the undivided earnings account on such date, after all losses have been provided for and net earnings or net losses have been added thereto or deducted therefrom, as the case may be. Reserves shall not be considered as a part of the surplus.
(h) "Share" or "shares' means all classes of shares and share certificates that may be held in accordance with applicable law and regulations.
Section 2. If included in the definition of the field of membership in the organization certificate (charter) of this credit union, the terms, or expressions:
(a) Immediate family is defined as spouse, child, sibling, parent, grandparent, or grandchild. For the purposes of this definition, immediate family members include stepparents, stepchildren, stepsiblings, and adoptive relationships.
(b) "Organizations of such persons" means an organization or organizations composed exclusively of persons who are within the field of membership of this credit union.
Article XIX. General
Section 1. All power, authority, duties, and functions of the members, directors, officers, and employees of this credit union, pursuant to the provisions of these bylaws, shall be exercised in strict conformity with the provisions of applicable law and regulations, and of the charter and the bylaws of this credit union.
Section 2. The officers, directors, members of committees and employees of this credit union shall hold in confidence all transactions of this credit union with its members and all information respecting their personal affairs, except to the extent deemed necessary by the board in connection with:
(a) The making of loans and extending lines of credit.
(b) The collection of loans.
(c) The guarantee of member share drafts by third parties.
In accordance with the above, the board of directors may authorize participation in:
(a) A credit reporting agency if it has determined that use of such an agency is essential in the making of loans and extending lines of credit and that information supplied by the credit union concerning its members will be made available only to legitimate members belonging to that agency and persons who have a legitimate business need for information in connection with a business transaction involving a consumer.
(b) A consumer-reporting agency if it has determined that information supplied by the credit union is essential to the guarantee of member share drafts by that agency.
Section 3. Notwithstanding any other provisions in these bylaws, any director, committee member, or officer of this credit union may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purpose, but only after an opportunity has been given him or her to be heard.
Section 4. No director, committee member, officer, agent, or employee of this credit union shall in any manner, directly or indirectly participate in the deliberation upon or the determination of any question affecting his or her pecuniary interest or the pecuniary interest of any corporation, partnership, or association (other than this credit union) in which he or she is directly or indirectly interested. In the event of the disqualification of any director respecting any matter presented to the board for deliberation or determination, such director shall withdraw from such deliberation or determination; and in such event the remaining qualified directors present at the meeting, if constituting a quorum with the disqualified director or directors, may exercise with respect to this matter, by majority vote, all the powers of the board. In the event of the disqualification of any member of the supervisory committee, such committee member shall withdraw from such deliberation or determination.
Section 5. Copies of the organization certificate of this credit union, its bylaws and any amendments thereof, and any special authorizations by the Administration shall be preserved in a place of safekeeping. Returns of nominations and elections and proceedings of all regular and special meetings of the members and directors shall be recorded in the minute books of this credit union. The minutes of the meetings of the members, the board, and the committees shall be signed by their respective chairmen or presiding officers and by the persons who serve as secretaries of such meetings.
Section 6. All books of account and other records of this credit union shall at all times be available to the directors and committee members of this credit union. The charter and bylaws of this credit union shall be made available for inspection by any member.
Section 7. Each member shall keep the credit union informed about his or her current address. In the event a member fails to do this, a charge may be made to the member's share account for the actual cost of necessary locator services incurred in determining such address, provided that the maximum amount of any such charge is established by the board of directors. Such charge shall be made only for amounts paid to a person or concern normally engaged in providing such service, and shall be made against the account or accounts of any one member not more than once in any 12-month period.
Article XX. Operations Following An Attack On The United States
Section 1. In the event of an attack upon the United States, the officers and employees of the credit union shall continue to conduct the affairs of the credit union under such guidance from the directors as may be available and subject to conformance with any governmental directives during the emergency.
Section 2. In the event of an attack upon the United States of sufficient severity to prevent the conduct and management of the affairs and business of the credit union by its regularly elected directors, officers, and properly constituted committees as contemplated by these bylaws, any three available members of the then incumbent board of directors shall constitute a quorum of the board of directors for the full conduct and management of the affairs and business of the credit union including the approval of loans to members if a loan officer is not available. In the event of the unavailability at such time of three members of the board, the vacancies, in order to provide a quorum of three, shall be filled as follows:
(a) If the regularly elected executive officer or a regularly elected assistant executive officer is not available, the available person who is highest on the succession list for president last authorized by the board of directors shall automatically become an acting director if he or she is not a member of the board and acting executive officer.
(b) If the regularly elected financial officer is not available, the available person who is highest on the succession list for financial officer last authorized by the board of directors shall automatically become an acting director if he or she is not a member of the board and acting financial officer.
(c) If a third director is necessary to make a quorum, he or she shall be the next highest available person on the succession list for executive officer or upon the exhaustion of such list, the next highest available person on the succession list for financial officer.
The quorum of the board of directors as regularly constituted or as constituted above shall appoint additional directors as necessary to provide for a full board of five members, provided that there is available an even number of regularly elected directors in excess of five, the board shall appoint one additional director, in which case, a quorum shall then be a majority of the full board thus constituted. Person(s) selected as provided in this section shall hold office only until their successors are elected at the next annual meeting or at a special meeting called for that purpose and until the qualification of their successors; provided that the person(s) selected pursuant to subsection (a) shall hold office as acting executive officer, president and as acting director only until the regularly elected financial officer becomes available. This bylaw shall be subject to implementation by resolutions by the board of directors passed from time to time for that purpose, and any provisions of these bylaws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until a regularly constituted board of directors can be obtained.
Section 3. In the event that the office of the credit union becomes unusable, as a result of an attack upon the United States, the credit union shall establish, if possible, temporary substitute quarters. The office of this credit union shall be established as soon as practicable thereafter at a suitable permanent location within the limits permitted by the charter of this credit union.
Article XXI. Amendments of Bylaws and Charter
Section 1. Amendments of these bylaws may be adopted and amendments of the charter requested by the affirmative vote of two-thirds of the authorized number of members of the board at any duly held meeting thereof if the members of the board have been given prior written notice of said meeting and the notice has contained a copy of the proposed amendment or amendments. No amendment of these bylaws or of the charter shall become effective, however, until approved in writing by the NCUA Board.
CHARTER
2/26/68 We, the undersigned, do hereby associate ourselves as a Federal Credit Union for the purposes indicated in and in accordance with the provisions of the Federal Credit Union Act, Public Law 86-354, “An Act to amend the Federal Credit Union Act,” Public Law 467, 73d Congress, as amended, entitled, “An Act to establish a Federal Credit Union System, to establish a further market for securities of the United States and to make more available to people of small means credit for provident purposes through a national system of cooperative credit, thereby helping to stabilize the credit structure of the United States”; we hereby request approval of this organization certificate; we agree to comply with the requirements of said Act, with the terms of this organization certificate and with all laws, rules, and regulations now or hereafter applicable to Federal Credit Unions; and we hereby certify that:
Section 1. The name of the credit union shall be Duke University Federal Credit Union.
Section 2. This credit union will maintain its office at Durham, North Carolina and will operate in the territory described in the field of membership.
Section 3. The names and addresses of the subscribers to this certificate and the number of shares subscribed by each are as follows:
NAMES ADDRESS SHARES
Wayland C. Hedgepeth 4720 Stafford Drive, Durham, NC 1
Olan Petty Box 6906, College Sta., Durham, NC 1
W. O. Petty, Jr. 3816 Swarthmore Road, Durham, NC 1
H. S. Morgan 2705 Brighton Road, Durham, NC 1
Robert C. Tuthill 69D Colonial Apts., Durham, NC 1
Oscar A. Berninger 702 North Buchanan Boulevard, Durham, NC 1
Theodore W. Minah 2117 Club Boulevard, Durham, NC 1
R. A. Bindewald 1309 Glenoak Avenue, Durham, NC 1
Section 4. The par value of the shares of this credit union shall be $5.00
Section 4. Last amendment date: 1/18/83 The par value of the shares of this credit union shall be $25.00
Section 5. Last amendment date: 7/28/93 The field of membership shall be limited to those having the following common bond: Employees of Duke University who work in or are paid from Durham, North Carolina: members of the Duke University General Alumni Association; spouses of persons who died while within the field of membership of this credit union; employees of this credit union; persons retired as pensioners or annuitants from the above employment; members of their immediate families; and organizations of such persons.
Employees of Duke University are defined as: Regular employees who receive compensation from Duke University and are eligible to participate in the fringe benefit program of Duke University.
Members of their immediate families includes: Any of the following who live in the home of the employee/credit union member would be eligible: Spouse, children, parents, brothers, sisters, step-children, step-brother, step-sister, grandparents: parents-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, aunt, uncle, grandchildren, great-grandparents.
Those relatives eligible who do not live in the house of the employee/credit union member would be as follows, and would include all step and in-law relationships: parents, grandparents, children, grandchildren, brother, sister.
The family member must be sponsored by the credit union member.
Section 5. Last amendment date: 3/30/2016 The field of membership shall be limited to those having the following common bond:
1. Employees of Duke University who work in our paid from Durham, North Carolina; members of the Duke University General Alumni Association; (App.0 2/22/83)
2. Students attending Duke University in Durham, North Carolina; 02/18/16
Spouses of persons who died while within the field of membership of this credit union; employees of this credit union; persons retired as pensioners or annuitants from the above employment; members of the immediate family or household; organizations of such persons; and corporate or other legal entities in this charter.
Section 6. The term of this credit union’s existence shall be perpetual: Provided, however, That upon the finding that this credit union is bankrupt or insolvent or has violated any provision of this organization certificate, of the bylaws, of the Federal Credit Union Act including any amendments thereto or thereof, or of any regulations issued thereunder, this organization certificate may be suspended or revoked under the provisions of Section 21 (b) of the Federal Credit Union Act.
Section 7. This certificate is made to enable the undersigned to avail themselves of the advantages of said Act.
Section 8. The management of this credit union, the conduct of its affairs, and the powers, duties, and privileges of its directors, officers, committees and membership shall be set forth in the approved bylaws and any approved amendments thereto or thereof.
DUKE UNIVERSITY FEDERAL CREDIT UNION CHARTER AND BYLAW AMENDMENTS
I. CHARTER
1) 1/2/69 - Section 5, Amended?
2) 1/18/83 - Section 4, $25
3) 2/22/83 - Section 5, Amended?
4) 7/28/93 - Section 5, Alumni Association
5) 4/28/99 - Section 5, Household
6) 3/30/16 - Section 5, Students
II. BYLAWS
1) 1/02/69 - Article VI, Section 1
2) 1/02/69 - Article VI, Section 2
3) 4/12/78 - Article VIII, Section 9
4) 7/21/81 - Article III, Section 5(a)
5) 7/21/81 - Article VII, Section 4
6) 7/21/81 - Article VII, Section 7
7) 6/19/90 - Article XIX, Section 3
8) 3/27/95 - Article XII, Section 5: Reference to the credit committee deleted.
9) 3/27/95 - Article XII, Section 7: Reference to the credit committee deleted and replaced with references to the loan officer.
10) 3/29/95 - Article III, Section 5 (c & d): Reference to credit committee deleted.
11) 3/29/95 - Article V, Section 4 (e): Report of the Loan Officers
12) 3/29/95 - Article VI, Section 3: Selection deleted.
13) 3/29/95 - Article VI, Section 6: Reference to credit committee deleted.
14) 3/29/95 - Article VII, Section 3: Reference to credit committee deleted.
15) 3/29/95 - Article VII, Section 5
16) 3/29/95 - Article VIII, Section 7
17) 3/29/95 - Article IX, Section 1
18) 3/29/95 - Article IX, Sections 2, 3 & 4: References to credit committee deleted.
19) 3/29/95 - Article X, Section 1: Reference to members of the credit committee deleted.
20) 3/29/95 - Article X, Section 5: Reference to the credit committee deleted.
21) 3/29/95 - Article XI, Sections 1 & 2: Reference to the credit committee deleted.
22) 3/29/95 - Article XIX, Section 4
23) 3/29/95 - Article XX, Section 2: Reference to the credit committee deleted and replaced with reference to a loan officer.
24) 3/30/16 - Article II, Section 1: Change of Field of Membership to include undergraduate students, people who work on Duke property, and businesses .
25) 3/30/16 - Article II, No entrance fee (currently charge $5; not in bylaws but is a procedure)
26) 3/30/16 - Article IV: Omit article on Receipting for Money - Passbooks.
27) 3/30/16 - Article V, Section 3: Reference to executive officer deleted and replaced with Chair of the Board of Directors, upon a majority vote.
28) 3/30/16 - Article V, Section 3: Reference to 200 deleted and replaced with 750.
29) 3/30/16 - Article IV: Kept in-person elections. Option of electronic elections and absentee ballots were not included with draft.
30) 3/30/16 - Article IV, Section 2: Added option for electronic voting.
31) 3/30/16 - Article IV, Section 1: Change notification from 40 days to 30 days.
32) 3/30/16 - Article IV, Section 7: Minimum voting aged changed from 16 to 18.
33) 3/30/16 - Article VII: Kept paid Credit Union employees not eligible for Board membership
34) 3/30/16 - Article VII: Option of no Credit Committee. Written loan appeals will be reviewed by CEO/Director of Lending.
35) 3/30/16 - Article VII: Added a section of Indemnification of officials and employees.
36) 3/30/16 - Article X, Section 1: Added assumes role of Board of Directors if all director positions are vacant simultaneously.
