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ARTICLE
I: ORGANIZATIONAL PURPOSE
Section
1: Name
The
name of this organization shall be Georgia Credit Union
Services, Inc.
Section
2: Purpose
The
primary purpose of the corporation is:
A.
To assist credit unions in becoming the primary financial
institution of their members by providing a full range
of products and services of value to credit unions;
B.
To maintain a highly specialized, yet diverse staff;
operate within sound business practices consistent
with profit objectives; promote a strong research
and product development function; understand that
a marketing approach is essential in meeting the needs
of credit unions of all sizes; operate consistent
with, and supportive of, the mission statement and
objectives of the Georgia Credit Union Affiliates.
ARTICLE
II: OWNERSHIP
Section
1: Georgia Credit Union Services, Inc. is
a stock corporation whose ownership is evidenced by certificates
of stock as determined by Article XIV of these bylaws.
ARTICLE
III: MEETINGS OF THE MEMBERS/STOCKHOLDERS
Section
1: Annual Meeting
The
annual meeting of the stockholders shall be held each
year in conjunction with the Georgia Credit Union Affiliates
Annual Meeting at which time the Shareholders shall
elect a Board of Directors, and transact such other
business as may properly be brought before the meeting.
Failure to hold the annual meeting as aforesaid shall
not work a forfeiture or dissolution of the Corporation.
Section
2: Notice of Meetings
Written
or printed notice stating the place, day and time of
all meetings of stockholders shall be delivered not
less than thirty (30) nor more than sixty (60) days
before the date of the meeting. Such notice may be
delivered, either personally or by first class mail,
by or at the direction of the Chairman, President, Secretary,
Treasurer, or other officer calling the meeting, to
each stockholder of record entitled to vote at such
meeting. The notice of any special meeting of stockholders
shall state the purpose or purposes for which the meeting
is called. Notice of any meeting of stockholders need
not be given to any stockholder who signs a waiver of
notice, either before or after the meeting. Attendance
of a stockholder at a meeting, shall of itself constitute
waiver of notice and waiver of any and all objections
to the place of the meeting, the time of the meeting,
or the manner in which it has been called or convened,
except when a stockholder attends a meeting solely for
the purpose of stating at the beginning of the meeting,
any such objection or objections to the transaction
of business.
Section
3: Special Meetings
Special
meetings of stockholders may be called at any time by
the Board of Directors, the Chairman of the Board or
the President. The Board of Directors shall also call
a special meeting of stockholders whenever so requested
in writing by stockholders representing not less than
ten percent (10%) of the capital stock of the Corporation.
Special meetings of the stockholders shall be held at
such time and place, within or without the state of
Georgia, as may be determined by the person or persons
calling the meeting.
Section
4: Quorum
The
presence, in person, of the holders of a majority of
the outstanding stock entitled to vote shall be necessary
to constitute a quorum for the transaction of business,
but a lesser number may adjourn to some future time
not less than seven (7) nor more than thirty (30) days
later, and the Secretary shall thereupon give at least
ten (10) days notice by mail to each stockholder entitled
to vote who is absent from such meeting.
Section
5: Voting/Credentials
At
all meetings of the stockholders each holder of shares
of the Corporation shall be entitled to cast one vote,
either in person or by written proxy, for each share
standing in the stockholder's name on the books of the
Corporation. At all meetings of the stockholders, all
questions, the manner of deciding which is not specifically
regulated by statute, shall be determined by vote of
the stockholders present in person; provided, however,
that a stock vote shall be ballot, each of which shall
state the name of the stockholder voting and number
of shares owned by the stockholder.
Section
6: Order of Business
I.
Determination of Quorum
II.
Approval of the Minutes for Preceding Meeting
III.
Reports:
-
Chairman's Report
-
President's Report
-
Treasurer's Report
-
Other Committees
IV.
Unfinished Business
V.
New Business
VI.
Elections - if any
VII.
Adjourn
Members
assembled at any annual meeting may suspend or amend the
above order of business upon majority vote of the members
present at the meeting.
ARTICLE
IV: BOARD OF DIRECTORS
Section
1: Duties and Powers
The
Board of Directors shall have the control and general
management of the affairs and business of the Corporation.
Such Directors shall in all cases act as a Board, regularly
convened, by a majority and they may adopt such rules
and regulations for the conduct of their meetings and
the management of the Corporation, as they may deem
proper, not inconsistent with these Bylaws and the laws
of the State of Georgia.
Section
2: Number and Election
The
Board of Directors of the Corporation shall consist
of seven (7) directors and they shall be elected at
the Annual Meeting of Stockholders, on the nomination
of the Directors of the Georgia Credit Union League,
Inc., the sole stockholder of the Corporation.
Section
3: Qualifications
A.
Each Director shall hold office until the next Annual
Meeting of shareholders or until his successor shall
have been elected and qualified.
B.
A Director shall be a Director, Manager (President or
equivalent), or Assistant Manager (Vice President or
equivalent) of a member credit union of the Georgia
Credit Union League.
Section
4: Removal
Any
one or more of the Directors may be removed either with
or without cause, at any time by a vote of the stockholders
holding three-fourths (3/4) of the stock, at any special
meeting called for the purpose.
Section
5: Vacancies
Vacancies
on the Board of Directors occurring between Annual Meetings
shall be filled for the unexpired portion of a term
by the Board of Directors from the directors of the
Georgia Credit Union League, Inc.
Section
6: Emergency Powers
In
the event of a National Emergency, Common Disaster or
Catastrophic Loss involving five or more members of
the Board of Directors, a majority of the remaining
Directors shall constitute a quorum, and be authorized
to continue the operations of the Corporation until
replacements for the deceased or incapacitated officials
can be appointed.
Section
7: Directors Attendance
If
a Director fails to attend two (2) consecutive regular
meetings of the Board of Directors without having been
excused by the Board of Directors, the Director's office
shall be declared vacant and the vacancy filled as herein
provided.
ARTICLE
V: CORPORATE OFFICERS
Section
1: Number
The
officers of this Corporation shall be a Chairman of
the Board, Vice Chairman of the Board, a Secretary,
a Treasurer, a President, one or more Vice-Presidents
and such other officers and assistant officers as the
Board may from time to time elect or appoint as provided
in these Bylaws.
Section
2: Election
The
Chairman, Vice Chairman, Secretary and Treasurer shall
be elected annually at the first meeting of the Board
of Directors held after each annual meeting of the stockholders,
and shall hold office for the term of one (1) year or
until their successors are duly elected.The Board may
at any time elect or appoint a President who shall service
until his/her successor is elected or appointed or until
his/her death, resignation or removal.
Section
3: Eligibility
The
Chairman, Vice Chairman, Secretary and Treasurer must
be elected from the members of the Board of Directors.
Other officers except the President may, but need not
be directors of this Corporation. The President must
be the President of the Georgia Credit Union League,
Inc.. Any person may hold more than one office; provided,
however, that no one person shall, at the same time
hold the office of Chairman and Secretary, or President
and Secretary.
Section
4: Chairman
The
chairman of the Board shall preside at all meetings,
both of the Board of Directors and the stockholders;
shall be ex-officio a member of all committees; and
shall perform all duties as may be imposed upon him/her
by the Board of Directors.
Section
5: Vice Chairman
The
Vice Chairman of the Board shall perform all of the
duties of the Chairman of the Board in the event of
the latter's absence or inability to act, and such other
duties as may be imposed upon him/her by the Board of
Directors.
Section
6: The Treasurer
The
Treasurer shall perform or cause the following duties
to be performed: (a) have charge and custody of and
be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for monies due and payable
to the Corporation from any source whatsoever, and deposit
all such monies in the name of the Corporation in such
credit unions, banks, trust companies or other depositories
as shall be selected in accordance with the provisions
of Article X, Section 4 and, in general, perform all
of the duties incident to the office of Treasurer and
have such other duties and exercise such other authority
as may be delegated or assigned to him/her by the Chairman
or the Board of Directors.
Section
7: The Secretary
The
Secretary shall: (a) keep or cause to be kept the minutes
of the meetings of the stockholders and of the Board
of Directors; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or
as required by law; (c) keep or arrange for the keeping
of a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder;
(d) sign with the President, or a Vice President, certificates
for stock of the Corporation, the issuance of which
shall have been authorized by resolution of the Board
of Directors; (e) have general charge of the stock transfer
books of the Corporation; and (f) in general perform
all duties incident to the office of Secretary and have
such other duties and exercise such authority as from
time to time may be delegated or assigned to him/her
by the Board of Directors.
Section
8: President
The
President shall be the chief executive officer of the
Corporation and, subject to the control of the Board
of Directors, shall supervise and control all of the
business affairs of the Corporation. He/she shall have
authority: (a) as may be prescribed by the Board of
Directors, to hire employees of the Corporation, to
prescribe their duties and compensation, and to delegate
authority to them; (b) to sign, execute and acknowledge,
on behalf of the Corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports
and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's
regular business, or which shall be authorized by resolution
of the Board of Directors; (c) as provided by law or
the Board of Directors, to authorize any Vice President
or agent of the Corporation to sign, execute and acknowledge
such documents or instruments in his/her place and stead.
The President shall be responsible for all duties delegated
to him/her and for securing and providing office space
complete with utilities, furniture, fixtures and equipment
necessary for the operation of the Corporation as authorized
by the Board of Directors. The President shall also
have authority to perform all duties incident to the
office of President and such other duties as may be
prescribed by the Board of Directors.
Section
9: Assistant Treasurers and Assistant Secretaries
There
shall be such numbers of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may authorize.
The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such
authority as shall be delegated or assigned to them
by the Secretary or Treasurer, respectively, or by the
President of the Board of Directors.
Section
10: Removal
Any
officer or agent elected or appointed by the Board of
Directors may be removed by the entire Board of Directors
at any time with or without cause by a majority vote
when ever in its judgment the best interests of the
Corporation will be serve thereby, but such removal
shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment
shall not of itself create contract rights.
Section
11: Vacancies
A
vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion
of the term
ARTICLE
VI: FINANCES
Section
1: Fiscal Year/Annual Audit
The
fiscal year of this corporation shall end at the close
of business on the thirty-first (31st) day
of December. An annual audit will be performed by an
outside independent CPA firm.
ARTICLE
VII: PARLIAMENTARY PROCEDURES
Robert's
Rules of Order Revised shall govern in all meetings of
the corporation, Board of Directors and committees in
all cases to which they are applicable and in which they
are not inconsistent with the articles of incorporation,
constitution, bylaws, or other rules of order of the corporation.
ARTICLE
VIII: INDEMNIFICATION
The
Corporation shall and hereby does indemnify to the extent
permitted by Section 14-2-154 of the Georgia Business
Corporation Code all present and former officers, directors,
and employees of the Corporation for expenses and costs
(including attorney's fees) actually and necessarily incurred
by him/her in connection with any claim asserted against
him/her be it action in court or otherwise, by reason
of his/her being or having been such director, officer
or employee, except in relation to matters as to which
he/she shall have been found guilty of negligence or misconduct
in respect to the matter in which indemnity is sought.
ARTICLE
IX: AMENDMENTS
These
bylaws may be altered, amended or repealed and new bylaws
may be adopted by an affirmative vote of the stockholders
representing two-thirds (2/3) of the issued and outstanding
common capital stock, at an annual meeting or at a special
meeting called for that purpose.
ARTICLE
X: CONFLICT OF INTEREST
No director,
committee member, officer, agent or employee of the Corporation
in any manner, directly or indirectly participate in the
deliberation upon the determination of any question affecting
his pecuniary interest or the pecuniary interest of any
corporation, partnership, or association in which he is
directly or indirectly interested. In the event of the
disqualification of any director respecting any manner presented
to the Board of Directors 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
directors, may exercise with respect to this matter, by
majority vote, all the powers of the Board of Directors.
ARTICLE
XI: DISCLOSURE/CONFIDENTIALITY
Section
1: Disclosure
Upon
written request, the Corporation promptly shall mail
to any stockholder of record a copy of the most recent
such balance sheet and profit loss statement.
Section
2: Confidentiality
The
officers, directors, members of committees, and employees
of the corporation shall hold in strictest confidence
all transactions of the credit union with its members
and all information respecting their personal affairs.
ARTICLE
XII: CERTIFICATES OF STOCK
Section
1: Description of Stock Certificates
The
certificates of stock shall be numbered and registered
in the order in which they are issued. They shall be
bound in a book and shall be issued in consecutive order
therefrom, and in the margin thereof shall be entered
the name of the person owning the shares herein represented,
with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and the
number of shares. They shall be signed by the President
or a Vice President, and countersigned by the Secretary
or Treasurer and sealed with the seal of the Corporation.
All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall
be issued until the former certificate for a like number
of shares shall have been surrendered and cancelled,
except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefore upon such
terms and indemnity to the Corporation as the Board
of Directors may prescribe.
Section
2: Issuance of Stock
All
stock shall be issued only on resolution by the Board
of Directors of the Corporation and shall be evidenced
by certificates of stock.
Section
3: Transfer of Stock
The
stock of the Corporation shall be assignable and transferable
on the books of the Corporation only by the person in
whose name it appears on said books, or his/her legal
representatives. In case of transfer by attorney, the
power of attorney, duly executed and acknowledged, shall
be deposited with the Secretary. In all cases of transfer,
the former certificate must be surrendered up and cancelled
before a new certificate be issued. No transfer shall
be made upon the books of the Corporation within ten
(10) days next preceding the annual meeting of the shareholders.
ARTICLE
XIII: DIVIDENDS
The
Board of Directors may from time to time declare and the
Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided
by law and in its Articles of Incorporation.
ARTICLE
XIV: CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section
1: Contracts
The
Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general
or confined to specific instances.
Section
2: Loans
No
loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined
to specific instances.
Section
3: Checks, Drafts, Etc.
All
checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer
or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section
4: Deposits
All
funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the
Corporation in such credit unions, banks, trust companies
or other depositories as the Board of Directors may
select.
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