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CUES Bylaws

Credit Union Executives Society
BYLAWS

PREAMBLE

The Credit Union Executives Society is a nonprofit corporation formed in accordance with Wisconsin Nonstock Corporation Law.

ARTICLE I.  NAME AND PRINCIPAL OFFICE

Section 1.  NAME.  The name of this corporation shall be the Credit Union Executives Society, Inc., hereafter referred to as CUES ®.

ARTICLE II.  DEFINITION

CUES is an international membership organization of credit union CEOs, their direct reports and future leader credit union employees (hereinafter sometimes referred to as “Credit Union Executives”) which shall promote the interests of credit union executives and the profession of credit union management, including their education and professional development.  CUES also offers membership to credit union directors and suppliers to the credit union industry who support the general purpose of CUES. (Note:  Article II was amended by the membership 11/94 and therefore cannot be amended by the Board of Directors.) 

ARTICLE III.  PURPOSE

Section 1. GENERAL PURPOSE. CUES mission is to educate and develop Credit Union Executives, directors and suppliers.

ARTICLE IV. MEMBERSHIP

Section 1. VOTING MEMBER. Voting Membership shall be limited to the President and CEO employees of member credit unions.
* Employees of companies and organizations that are not credit union subsidiaries or Credit Union Service Organizations (CUSOs )are not voting members.

Section 2. GENERAL MEMBER. Membership shall be limited to employees or board of directors of credit unions, their subsidiary(s) and CUSOs.

Section 3. Non-Transferability. All memberships shall be non-transferable. When a member leaves his/her position, his/her replacement will be extended a complimentary membership for the remainder of the membership. 

Section 4. EFFECT OF EMPLOYMENT CHANGE. A Voting member who leaves his/her credit union position shall not be permitted to participate as a voting member after the termination of employment. In the event of an employment change, CUES membership eligibility will continue provided annual dues remain current, and the individual works for any credit union or subsidiary. Voting rights remain in effect as long as the member is a President and CEO employee with any credit union, their subsidiary(s), or CUSO.

Section 5. VOTING. Voting Members shall have the right to vote. There shall be no voting by proxy. Voting members may vote by any means permitted by applicable law.

Section 6. DURATION OF MEMBERSHIP AND RESIGNATION. Any member or credit union who purchase a group membership option for credit union employees and the credit union board of directors may withdraw from membership. All rights, privileges, and interest of the member in or to CUES shall cease on the termination of membership.

Section 7. SUSPENSION AND EXPULSION. Any member may be suspended or expelled for cause, which will result in the termination of membership. Suspension or expulsion shall be by two-thirds (2/3) vote of the Board of Directors, provided that a statement of the charges shall have been mailed by certified or registered mail to the last recorded address of the member at least thirty (30) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear, at his or her own expense, to present any defense to such charges before action is taken thereon.

Section 8. Description of CUES Membership Structure

CUES offers an Individual membership option for a credit union employee or a credit union board of directors. CUES also offers two levels of group membership options for a credit union which can provide member benefits for the credit union employees and the credit union board of directors as a group purchase option. 

ARTICLE V. DUES

Section 1. HOW DETERMINED. Annual dues for all members of CUES shall be reviewed as a part of the approval of CUES strategic plan and budget by the Board of Directors. CUES shall publish any such change to the members at least thirty (30) days prior to the date for the new dues year.

Section 2. FAILURE TO PAY DUES. Members who fail to pay their dues for a calendar year by January 31st of such year shall have their membership terminated and be dropped from the membership rolls at the end of January. The Board of Directors may, by rule, prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.

Section 3. REFUNDS. No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE VI. MEETINGS OF MEMBERS

Section 1. SPECIAL. Special business meetings of members may be called by the Chairman of the Board or the Board of Directors at any time or shall be called by the Chairman of the Board upon written request of twenty percent (20%) of the Voting Members within sixty (60) days after the filing of such request with the Chairman of the Board. Notice of any special meetings shall be mailed to each Voting Member at his or her last recorded address, at least (30) days before such meeting with a statement of time, place and information as to the subject or subjects to be considered therein, and no other business shall be considered at that time. Types of places can include both physically in person locations and electronically hosted.

Section 2. QUORUM. Thirty-five (35) Voting Members of CUES present shall constitute a quorum at any Special Business Meeting of members and, in case there be less than this number, the presiding officer will adjourn the meeting until a quorum is present. 

Section 3. ORDER OF BUSINESS. The order of business at a Special business Meeting may be as follows:

  1. Call to order
  2. Report of the Credentials 
  3. Adoption of agenda
  4. Approval of minutes of previous meeting
  5. Reports of officers
  6. Report of election of Directors
  7. Unfinished business
  8. New business
  9. Adjournment
     

Section 4. RULES OF ORDER. The rules contained in the current edition of Roberts' Rules of Order, newly revised, shall govern CUES in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order CUES may adopt.

ARTICLE VII. ANNUAL ELECTION

Section 1. TERMS OF DIRECTORS. A number of directors equal to that of those whose terms have expired shall be elected for a term of three (3) years. Directors shall take office at the last quarterly meeting of each calendar year and shall continue in office until their successors shall be elected and take office or until they resign, are removed or are otherwise unable to fulfill their unexpired term. Directors may serve no more than three consecutive three-year terms.

Section 2. NOMINATION BY APPOINTMENT. Candidates may be nominated by the Governance and Nominating Committee in accordance with Board Composition and Succession Policy section of the CUES Board of Directors Policy Manual.
Section 3. NOMINATION BY PETITION. In addition to the nominations made by the Governance Committee, candidates may be nominated by petition of members. Any General Member may be nominated by filing a nominating petition bearing the signatures of General Members from thirty-five (35) different credit unions or subsidiaries, provided that the petition is received by the Chairman of the Governance Committee not later than 120 days prior to the last quarterly meeting of each calendar year (except if that date shall fall on a Saturday, Sunday, or holiday, the date for receipt will be extended to the next working day.)
Sub Section A. ELECTION. If the number of candidates nominated does not exceed the number of offices to be filled, the nominees shall be deemed elected.

Sub Section B. BALLOT. All elections shall be subject to the following conditions:

  1. The teller of elections shall be appointed by the Board of Directors.
  2. Sufficient nominations having been made by the governance committee, the Governance Committee Chairman shall endeavor, at least 90 days prior to the last quarterly meeting of each calendar year, to cause ballots to be sent to all members eligible to vote.
  3. The Governance Committee Chairman shall cause the following materials to be sent to each eligible voter: One ballot, electronic or paper, clearly identified as such, on which the names of candidates for the Board of Directors shall appear at random. The name of each candidate shall be followed by designation of "incumbent," if applicable, and by "nomination by petition" or "nomination by Governance Committee."
  4. It shall be the duty of the tellers of the election to verify, or cause to be verified, the name of the voter as appearing on the identification form; to place the verified identification form and the ballot in separate places of safekeeping pending the count of the vote; in the case of a questionable or challenged identification form, to retain the identification form until the verification or challenge has been resolved.
  5. Electronic or paper ballots sent to the tellers of election must be received by the tellers no later than the date specified in the mail ballot, which shall be approximately 30 days after mailing.
  6. Voting shall be closed at the close of business at the offices of the teller of elections as specified in Subsection (e.) hereof and the vote shall be tallied by the tellers of election.
  7. The candidate(s) with the highest number of votes will be elected.
     

Sub Section C. ALTERNATE FORM OF BALLOT. The Board of Directors may authorize voting by electronic or other means permitted by Wisconsin law and shall promulgate procedures from time to time to ensure the timeliness, accuracy, and confidentiality of votes taken by such alternate means.

ARTICLE VIII. BOARD OF DIRECTORS

Section 1. NUMBER. CUES shall be governed by a Board of nine (9) Directors, elected as provided herein, who shall serve a maximum of three (3) staggered three (3) year terms or until their successors are elected or appointed and take office. CUES may also be governed by up to two (2) Associate Directors, who shall serve a term of one (1) year, renewable in one (1) year increments.

Section 2. QUALIFICATIONS OF DIRECTORS. Any Member shall be eligible for appointment or nomination and election to the office of Director.

Section 3. DUTIES. The Board of Directors shall have the responsibility for the general management of the affairs of CUES, shall determine its policies or changes therein within the limits of the Bylaws, shall actively promote its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as it deems advisable.

Section 4. DUTIES of ASSOCIATE DIRECTOR. The Associate Director shall have the responsibility for general participation and discussion in meetings with the Board of Directors. The Associate Director shall not have any responsibilities of the general management of the affairs of CUES. It shall not have the right to vote at any meeting with the board of directors.

Section 5. PRESIDENT. The President, appointed by the Board as chief executive officer (CEO), shall manage and direct all activities subject to the policies of the Board of Directors and the President and CEO’s employment contract.

Section 6. NONEMPLOYMENT OF DIRECTORS. No Director or former Director may be employed by CUES until at least two years have elapsed following the end of his or her most recent service as a Director.

Section 7. MEETINGS. The Board shall meet at least four (4) times annually upon the call of the Chairman of the Board at such times and places as the Chairman of the Board may designate and shall be called to meet upon demand by majority of the Board. Notice of all meetings of the Board of Directors shall be sent by paper or electronically to each member of the board at the Board Member's last recorded address at least twenty (20) days in advance of such meetings. Meetings may be held by means of electronic communications, as permitted by applicable law.

Section 8. QUORUM. A majority of the full Board shall constitute a quorum at any meeting of the Board. Any lesser number shall require a recess until a quorum can be established.

Section 9. ABSENCE. Any member of the Board of Directors unable to attend a meeting shall notify the Chairman of the Board or Secretary of the reason for his or her absence. If a Director is absent from two (2) consecutive meetings of the Board for reasons which the Board has failed to declare to be sufficient, the Director's resignation shall be deemed to have been tendered and accepted.

Section 10. COMPENSATION. Directors shall not receive any compensation for their services as Directors, but the Board may authorize reimbursement of expenses incurred in the performance of their duties. Such authorization shall prescribe procedures for approval and payment of such expenses by designated officers of CUES.

Section 11. RESIGNATION OR REMOVAL. Any Director may resign at any time by giving written notice to the Chairman of the Board, the Secretary or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chairman of the Board. The Board of Directors, by three-fourths (3/4) vote of all its members, may remove any officer or Director for cause. If the director leaves his/her position at the credit union for any reason, they will be eligible to attend the next Board Meeting scheduled and then removed from the Board immediately thereafter.

Section 12. VACANCIES. Vacancies which occur on the Board for any reason may be filled by either a special election to fill the unexpired term or if an officer’s position, it may be filled by the remaining members of the Board of Directors until the next regular election. Any portion of an unexpired term may be served in addition to the provision of Section 1 of this article.

ARTICLE IX. OFFICERS

Section 1. WHEN ELECTED. The elected officers shall be a Chairman of the Board, Vice Chairman, Secretary, and Treasurer. The CUES board of directors at the last quarterly meeting of each calendar year shall elect the officer positions in accordance with Board Composition and Succession Policy section of the CUES Board of Directors Policy Manual. 

Section 2. Non-elected officers shall be employees of CUES with the following titles, President, and CEO. Non-elected officers are not members of the Board of Directors.

Section 3. VACANCIES. Vacancies in any elected office may be filled for the balance of the term thereof by the Directors at any regular or special meeting.

Section 4. EXTRAORDINARY CIRCUMSTANCES. The Board may make changes to terms and offices at its own discretion.

Section 5. NON-ELECTED OFFICERS. The duties of non-elected officers other than the President and CEO shall be determined by the President and CEO. The duties of the President and CEO shall be specified in Article VIII, Section 5.
 

ARTICLE X. COMMITTEES

The Chairman of the Board shall annually recommend such standing, special, or subcommittees as the Chairman of the Board deems necessary or desirable to the board of directors. Such committees may be adopted by the Board, at its discretion, via resolution and shall consist of 3 or more Directors elected to the committee by the Board, and the powers of such committees shall be as set forth in the resolutions establishing those committees, to the extent allowable under applicable law.

ARTICLE XI. COUNCILS

CUES promotes the establishment of regional groups of members called Councils. CUES will assist Councils in their efforts to further the association’s mission. The Board of Directors may grant a charter for a Council when petitioned by ten (10) or more Voting Members within a geographical area. Councils shall operate under Chartering Agreements issued by the Board and no changes shall be made without petitioning the Board of Directors.

Each council shall be organized as a separate legal entity. CUES shall not be responsible for any debts or obligations of any council, nor shall any council be liable for the debts or obligations of CUES.

ARTICLE XII. ANNUAL REPORT

The Annual Report shall include a report of elections, reports of officers, and a Treasurer report on the financial condition of CUES. The Annual Report shall be posted on CUES website by end of the second quarter following the end of the fiscal year.

ARTICLE XIII. GENERAL

The members shall be expected to adhere to the Code of Ethics of CUES.

ARTICLE XIV. AMENDMENTS TO THE BYLAWS

Section 1. AMENDMENTS BY DIRECTORS. These Bylaws may be amended by the Directors by a two-thirds (2/3) vote of the Directors in office, provided the amendment is reported to the membership in the Annual Report. Changes in the Bylaws by the Board of Directors shall remain in effect unless the membership takes action by a two-thirds (2/3) vote of the members present at a meeting of the members to repeal or amend the amendment passed by the Board of Directors or until such changes are further amended by the Board of Directors.

Section 2. AMENDMENTS BY MEMBERSHIP. Voting Members present and voting may by a two-thirds (2/3) vote, at any Special Meeting called for the purpose, amend these Bylaws, provided the proposed amendment(s) have been submitted over the signatures of not less than thirty-five (35) Voting Members in writing to the Chairman of the Board with a copy to CUES Headquarters at least ninety (90) days prior to any Special Meeting of the Membership. A copy of the proposed amendment shall be furnished to Voting Members at least thirty (30) days before the time appointed for the meeting at which the proposed amendment will be considered.

Section 3. LIMITATION UPON DIRECTORS. No bylaw adopted by the members may be amended or repealed by the Directors unless the bylaws adopted by the members have conferred such authority upon the Directors.

ARTICLE XV. SEAL

CUES shall have a seal of such design as the Board of Directors shall adopt.

ARTICLE XVI. FISCAL YEAR

The fiscal year shall be as determined by the Board of Directors.

 

Adopted: 5/2/75

Effective: 6/1/75

Revision: 05/11, 08/14, 01/15, 01/17

Latest Revision 05/22