OPTIONAL AMENDMENT TO ARTICLE XII

OF THE STANDARD BYLAWS FOR CREDIT UNIONS

ARTICLE XII

Meetings of Members

Section 1.          The annual meeting of the members shall be held within five (5) months after the close of the fiscal year.  The date and place of each meeting shall be designated by the Board of Directors.

Section 2.         Special meetings of the members may be called by the chair or president, by the Board of Directors, by the Supervisory Committee, or by petition of ten percent (10%) of the members of the credit union.  Notice of any special meeting of the members shall be given by the secretary at least ten (10) days before the date of such 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.  Notice may be waived in writing by any member entitled to receive same.

Section 3.         At least 75 days before the date of any annual meeting of the members, the secretary shall cause written notice thereof  to be handed to each member in person, or mailed to each member at its, his or her address as the same appears on the records of this credit union.  The written notice for the annual meeting will advise the members of the mail ballot voting procedures, the deadlines required for voting, and the date and time of the annual 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.

Section 4.         The order of business at annual meetings of the members shall be as follows:

(a)                Determination that a quorum is present.

(b)               Reading and approval of the minutes of the last meeting.

(c)                Report of the Board of Directors.

(d)               Report of the general manager (if not the treasurer).

(e)                Report of the treasurer.

(f)                 Report of the Credit Committee or credit officer.

(g)                Report of the Supervisory Committee.

(h)                Unfinished business.

(i)                  New business other than elections.

(j)                 Elections or report of election results.

(k)               Adjournment.

Section 5.        A quorum of all meetings of the members shall consist of at least fifteen members.  If no quorum is present, an adjournment shall be taken to a date not less than seven (7) nor more than fourteen (14) days thereafter, and the number of members present at any such adjourned meeting shall constitute a quorum, regardless of the number present.  Notice of the adjourned meeting shall be given by the secretary as required by Section 3 of this Article not less than five (5) days prior to the date of said adjourned meeting.

Section 6.         At all meetings, a member shall have one vote regardless of the number of shares or share accounts owned by such member subject to the provisions of Article III, Section 7.  There shall be no voting by proxy, but a member other than a natural person may cast a single vote through a designated agent.  Except for the election of directors and committee persons as provided in Section 7 of this Article, members may vote on matters presented to the membership in person, by mail, or at ballot boxes located at places other than the place of the meeting subject to such terms and conditions as shall be prescribed by the Board of Directors.  If a quorum is present, the affirmative vote of a majority of the votes cast shall constitute the act of the membership unless the vote of a greater number is required by law, regulations, or the Articles of Incorporation.

Section 7.         Elections for directors and committee persons shall be conducted as follows:

(a)    At least 120 days prior to each annual meeting, the chair or president of the Board shall appoint a nominating committee of not fewer than three (3) members.  It shall be the duty of the nominating committee to nominate at least one person for each vacancy, including any unexpired term vacancy, for which elections are being held, and to obtain a signed certificate from the members nominated stating that they are agreeable to the placing of their names in nomination and will accept office if elected.  The nominating committee shall file its nominations with the secretary of the credit union at least 90 days prior to the annual meeting, and the secretary shall notify in writing all members eligible to vote at least 75 days prior to the annual meeting that nominations for vacancies may also be made by petition signed by one percent of the members with a minimum of 20 and a maximum of 500.

The written notice shall indicate that the election will not be conducted by ballot and there will be no nominations from the floor when there is only one nominee for each position to be filled.  A brief statement of qualifications and biographical data in such form as shall be approved by the Board of Directors shall be included for each nominee submitted by the nominating committee with the written notice to all eligible members.  The written notice shall state the closing date for receiving nominations by petition. The period for receiving nominations by petition shall, in all cases, extend at least 30 days from the date the petition requirement and the list of the nominating committee’s nominees are mailed to all members.  Nominees by petition shall submit a similar statement of qualifications and biographical data with the petition, together with a signed certificate 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 40 days prior to the annual meeting and the secretary shall cause such nominations along with those of the nominating committee to be posted in a conspicuous place in the credit union’s principal office at least 35 days prior to the annual meeting.

(b)   All elections for directors and committee persons shall be determined by plurality vote and shall be by mail ballot except where there is only one nominee for each position to be filled, in which case no election need be conducted.  Nominations shall not be made from the floor unless sufficient nominations have not been made by the nomination committee or by petition to provide for one nominee for each position to be filled or circumstances prevent the candidacy of the one nominee for a position to be filled.  Only those positions without a nominee shall be subject to nominations from the floor.  In the event nominations from the floor, when permitted herein, result in more than one nominee for a position to be filled, and when nominations have been closed, tellers shall be appointed by the chair or president, ballots shall be distributed, the vote shall be taken and tallied by the tellers, and the results announced.  When only one member is nominated for each position to be filled, the chair or president may take a voice vote or declare each nominee elected by general consent or acclamation at the annual meeting.

(c)    Except as provided in subsection (b) of this section, all elections for directors or committee persons shall be subject to the following conditions:

(1)          The tellers of election shall be appointed by the Board of Directors.

(2)     Sufficient nominations having been made by the nominating committee or by petition to provide more than one nominee for any position to be filled, the secretary shall, at least 30 days prior to the annual meeting, cause printed ballots to be mailed to all members eligible to vote.

(3)    The secretary shall cause the following materials to be mailed to each eligible voter:

(i)         One ballot, clearly identified as such, on which the names of the candidates for the Board of Directors and the candidates for other separately identified offices or committees shall have been printed in order as determined by the draw of lots.  The qualifications and biographical data on each candidate in such form as shall be approved by the Board of Directors shall be included on the ballot or in a separate insert with the ballots.

(ii)                One envelope clearly marked with instructions that the completed ballot shall be placed therein and the envelope sealed.

(iii)               One identification form to be completed so as to include the name, address, signature and credit union account number of the voter.

(iv)              One mailing envelope in which the voter, pursuant to instructions provided, shall insert the sealed ballot envelope and the identification form, and which shall have been postage prepaid and pre-addressed for return to the tellers of election.

(v)                When properly designed, one form can be printed that represents a combined ballot/identification form, and postage prepaid and pre-addressed return envelope.

(4)          It shall be the duty of the tellers of election to verify, or cause to be verified, the name of the voter and the voter’s credit union account number as appearing on the identification form, to place the verified identification form and the sealed ballot envelope in separate places of safekeeping pending the count of the vote, and in the case of a questionable or challenged identification form, to retain the identification form and sealed ballot together until the verification or challenge has been resolved.

(5)          Ballots mailed to the tellers of election must be received by the tellers no later than midnight five (5) days prior to the date of the annual meeting.

(6)          Voting shall be closed at the midnight deadline specified in subsection (5) hereof and the vote shall be tallied by the tellers of election.  The results of the election shall be verified by the tellers  and reported to the chair or president.  The chair or president shall officially make public the results of the election at the annual meeting; provided, however, that the chair or president may inform the candidates of the vote prior to the annual meeting.

(7)          In the event there is a tie vote for any position, not less than two tellers shall be appointed by the chair or president at the annual meeting, ballots shall be distributed containing the names of the candidates subject to such tie vote, the vote shall be taken by those members in attendance at the annual meeting and tallied by the tellers, and the results announced.

Section 8.      A record of the names and addresses of the officers and members of the Board of Directors, Supervisory Committee, and Credit Committee or credit officer, including any alternate members of the Credit Committee, shall be filed with the State Commissioner of Financial Services within 20 days after the announcement of election results at the annual meeting.