Article 2. Directors of California Financial Code >> Division 5. >> Chapter 4. >> Article 2.
The credit union shall be directed by a board consisting of
an odd number of directors, at least five in number, each of whom
shall be a member of the credit union in his own right, to be elected
by the members at their annual meeting.
Directors may be elected for a term of three years or less.
If directors are elected for terms in excess of one year their terms
of office shall be staggered so that insofar as possible an equal
number of such terms shall expire each year.
The office of any director shall be declared vacant if such
director is absent from three consecutive regular meetings of the
board of directors unless excused therefrom.
A vacancy on the board of directors shall be filled in
accordance with Section 7224 of the Corporations Code, subject to the
(a) A vacancy that exists due to the expiration of the term of a
director shall be filled only by the members of a credit union.
(b) If the board of directors elects a director to fill a vacancy,
the director so elected shall hold office only until the next annual
meeting at which time the members shall elect a director to hold
office until the expiration of the term for which elected.
(c) If the members elect a director to fill a vacancy, the
director so elected shall hold office until the expiration of the
term for which elected.
The board of directors of every credit union shall have the
general management of the affairs, funds, and records of the credit
union. The board may appoint an executive committee of no fewer than
three directors, to serve at its pleasure, to act as expressly
approved by the board of directors in accordance with the laws and
The directors shall hold a meeting of all directors within
10 days after the annual meeting of members pursuant to Section 14804
for the purpose of electing the officers of the credit union as
prescribed in Sections 14500 and 14501.
Unless the bylaws expressly reserve any or all of the
following duties to the members, the directors have all of the
following special duties:
(a) To act upon all applications for membership. The directors may
delegate the power to approve applications for new membership to:
(1) the chairperson of a membership committee or to an executive
committee; or (2) any officer, director, committee member, or
employee, pursuant to a written membership plan adopted by the board
of directors, provided the board of directors reviews at least
quarterly a report of membership applications approved by an officer,
director, committee member, or employee.
(b) To expel members for any of the following causes:
(1) Conviction of a criminal offense involving moral turpitude.
(2) Failure to carry out contracts, agreements or obligations with
the credit union.
(3) Refusal to comply with the provisions of this division or of
Any members who are expelled by the board of directors have the
right to appeal therefrom to the members, in which event, after
hearing, the order of suspension may be revoked by a two-thirds vote
of the members present at a special meeting to consider the matter.
(c) To determine from time to time the interest rate on
obligations with members and to authorize the payment of interest
refunds to borrowing members.
(d) To fix the maximum number of shares which may be held by, and,
in accordance with Section 15100, establish the maximum amount of
obligations which may be entered into with, any one member.
(e) To declare dividends on shares in accordance with the credit
union's written capital structure policy and to determine the
interest rate or rates which will be paid on certificates for funds.
(f) To amend the bylaws, except where membership approval is
(g) To fill vacancies in the credit committee, and to temporarily
fill vacancies caused by the suspension of any or all members of the
credit committee, pending a meeting of the members to determine
whether to affirm the suspension and vacate the office, or to
reinstate the member or members.
(h) To direct the deposit or investment of funds, except loans to
(i) To designate alternate members of the credit committee who
shall serve in the absence or inability of the regular members to
perform their duties.
(j) To perform or authorize any action not inconsistent with law
or regulation and not specifically reserved by the bylaws for the
members, and to perform any other duties as the bylaws may prescribe.