TIP: As The League reported in this Compliance Courier, Gov. Evers recently signed into law 2023 Wisconsin Act 128, which modernized, clarified, and simplified several state statutes governing credit unions and other financial institutions.
Among other changes, the new legislation gives credit unions 90 days (up from 60 days) to appoint someone to fill a vacancy on their board of directors. The appointee serves until members elect a successor at the next annual meeting. Wis. Stats. §186.07(7).
However, the Wisconsin Office of Credit Unions’ (the OCU’s) 2017 Model Bylaws reflect the old, 60-day, deadline for filling board vacancies. To take advantage of the new statute, Wisconsin state-chartered credit unions need to amend their bylaws.
The League suggests that credit unions amend Article V, Section 7 of their bylaws as follows:
Section 7. Vacancies. The Board shall, by a vote of a plurality of the Directors then holding office, appoint a member of the Credit Union to fill any vacancy occurring on the Board, including a vacancy created by an increase in the number of Directors, within ninety (90)
sixty (60)days thereof. Appointments under this section shall be valid only until the first annual meeting held after the date of appointment. At the annual meeting, the members shall elect a Director to serve for the balance of the unexpired term.
The bylaws can be amended by a simple majority vote of directors, under Article XII, Section 1 of the Model Bylaws. However, Wis. Stats. §186.02(4)(b) 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 this change, it should notify the OCU via a letter (to 4822 Madison Yards Way, Madison, WI 53705) or by email. The OCU will provide a bylaw amendment form and send an invoice for the $50 bylaw amendment fee.