NEWS: Working with The League’s Legal Affairs team, the Wisconsin Office of Credit Unions (OCU) has developed a new bylaws provision that will let state-chartered credit unions hold member meetings virtually.
The OCU announced the new language in Letter CU 2-22 – Sample Bylaw Language for Virtual Meetings. We expect that letter will be posted soon on the OCU webpage for its letters.
The change will give credit unions an optional alternative to holding in-person annual and special meetings of their membership.
The sample language can be added to a credit union’s bylaws in a new section at the end of Article IV, Meetings of Members:
Section 7. Virtual meetings. The Board may elect to hold annual and special meetings of the members virtually by webcasts, teleconferences, virtual meeting rooms or similar means that permit participants to listen, vote as necessary, and participate simultaneously. The audio and/or visual accommodations of such virtual meetings must enable all attendees to receive information at the same time and to react and interact with each other in “real time.” Quorum and other legal requirements applicable to in-person meetings remain applicable to virtual meetings.
Note that the new provision requires a credit union to have a system in place that lets members vote and participate in virtual meetings in “real time.” Quorum and other legal requirements for member meetings would still have to be met, even if the meeting is held virtually. The letter provides additional details:
Before a credit union conducts virtual meetings, it is expected that a majority of the board of directors has approved the above-quoted language (or similar language regarding virtual meetings) for inclusion in the bylaws and that the credit union has the technological capacity to facilitate virtual meeting attendance, voting and participation. It is also important that credit unions clearly communicate details of the virtual meetings to their members and follow other meeting requirement within the bylaws.
After the credit union approves the amendment (which can be done by a simple majority vote of its directors), the change must then be submitted to the OCU. The letter explains:
Adding the sample or alternative language to the bylaws will require an amendment to the bylaws. Wisconsin Chapter 186.02 (4) requires that “all amendments to the bylaws be filed with the office of credit unions and shall be accompanied by the payment of a $50 fee”. Therefore, if your credit union wishes to adopt the sample language, please notify the Office of Credit Unions via a letter (address in footer) or email. The Office will provide the bylaw amendment form and send an invoice for the $50 bylaw amendment fee.
The OCU wrote to Wisconsin credit unions in both 2020 and 2021, encouraging them to hold annual meetings virtually during the COVID-19 pandemic. For example, in 2021, the OCU wrote: “At this time, we are not requiring credit unions to make a formal amendment to their bylaws due to changes in the format because of the pandemic.” The letter went on to explain that the OCU would work with The League to develop bylaws language to provide for virtual meetings going forward, which it has now done.
The League encourages state-chartered credit unions to adopt the new sample language, or a similar provision, so that they can opt to hold their member meetings virtually, even after the pandemic.
Credit unions with questions are invited to contact the OCU at 608-261-9543 or by email.
For federal credit unions, the NCUA model bylaws for FCUs allow “virtual attendance and participation in the annual meeting, provided that an in-person meeting … is also held.” In addition, NCUA Letter 21-FCU-06 offers a bylaws amendment that FCUs may adopt without the regulator’s approval, allowing for completely virtual member meetings during a state of emergency or major disaster.