Credit Union Executives Society
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 ® .
Section 2. PRINCIPAL OFFICE. The principal office of CUES shall be in Madison, Wisconsin, unless otherwise designated by the Board of Directors. CUES may have such other offices as may from time to time be designated by the Board of Directors.
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/ CEO employees of credit unions.
* Employees of companies and organizations that are not credit union subsidiaries or 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 personal and non-transferable. When a member leaves his/her position, his/her replacement will be extended a complimentary membership for
the remainder of the membership year upon receipt of an application and entrance fee. They may not renew membership unless they meet the General Member eligibility requirements.
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/ 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 may withdraw from membership. Such withdrawal shall be effective upon receipt of written notice at Executive Headquarters and shall be presented to the Board of Directors no later than the next succeeding meeting of the Board. All rights, privileges, and interest of the member in or to CUES shall cease on the termination of membership.
Section 7. SUSPENSION AND TERMINATION. Any member may be suspended or terminated for cause. Suspension or termination 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 in person at his or her own expense to present any defense to such charges before action is taken thereon.
ARTICLE V. DUES
Section 1. HOW DETERMINED. Annual dues for all members of CUES shall be determined by the Board of Directors and may only be changed by a 2/3 vote of the Board. The membership shall be notified of any such change 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 15 of such year shall 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. ENTRANCE FEE. The Board of Directors shall establish such entrance fee for new members as it may consider appropriate.
Section 4. 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.
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:
- Call to order
- Report of the Credentials Committee
- Adoption of agenda
- Approval of minutes of previous meeting
- Reports of officers
- Report of election of Directors
- Unfinished business
- New business
The order of business at a Special Business Meeting may be altered or suspended by a majority vote of the Voting Members present.
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 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.)
Section 3. ELECTION. If the number of candidates nominated does not exceed the number of offices to be filled, the nominees shall be deemed elected.
Section 4. BALLOT. All elections shall be subject to the following conditions:
a. The teller of elections shall be appointed by the Board of Directors.
b. 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.
c. The Governance Committee Chairman shall cause the following materials to be sent to each eligible voter:
(1) 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."
d. 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.
e. 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.
f. 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.
g. The candidate(s) with the highest number of votes will be elected.
Section 5. 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 and take office. CUES may also be governed by up to two (2) Associate Directors if it elects to, 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 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, shall manage and direct all activities subject to the policies of the Board of Directors.
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 officers 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 Secretary shall be elected each year by the Board of Directors at the annual organizational meeting of the Board. The organizational meeting may be held during the last quarterly meeting of each calendar year. The Vice Chairman shall also be Chairman-Elect and shall automatically become Chairman upon the conclusion of the last quarterly meeting of each calendar year at which time the Treasurer shall become Vice-Chairman and the Secretary shall become Treasurer. In the event an officer is not re-elected or leaves his/her credit union, automatic succession will be used to fill such vacancy.
Non-elected officers shall be employees of CUES with the following titles, President/CEO. Non-elected officers are not members of the Board of Directors.
Section 2. TERM OF OFFICE. Each elective officer shall serve for a term of up to a maximum of three (3) years or until a successor takes office. The term of non-elected officers shall run concurrently with their term of employment during which they hold one of the requisite titles specified in Article IX, Section 1.
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. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the principal elective officer of the organization, shall preside at meetings of CUES members and of the Board of Directors, and shall be a member ex-officio with right to vote, of all committees except the Governance Committee. The Chairman of the Board shall also, at the last quarterly meeting of each calendar year and at such other times as the Chairman of the Board shall deem proper, communicate to the membership or to the Board
of Directors such matters and make such suggestions as proper, communicate to the membership or to the Board of Directors such matters and make such suggestions as may in the Chairman of the Board's opinion tend to promote the welfare of CUES, and shall perform such other duties as are necessarily incident to the office of the Chairman of the Board or may be prescribed by the Board of Directors.
Section 5. VICE CHAIRMAN. It shall be the duty of the Vice Chairman to perform the duties of the Chairman of the Board in the event of the Chairman of the Board's temporary disability or absence from meetings.
Section 6. SECRETARY. It shall be the duty of the Secretary to give notice of and attend all meetings of the Board, to keep a record or cause a record to be kept of all proceedings, to attest documents and perform such duties as are usual for such officials or as may be duly assigned to the Secretary.
Section 7. TREASURER. The Treasurer shall keep or cause to be kept an account of all monies received by and expended for the use of CUES, and shall make, or cause to be made, disbursements authorized by the Board and such other persons as the Board may prescribe. The Treasurer shall deposit, or cause to be deposited, all sums received in the financial institution designated by the Board of Directors. The Treasurer shall report on the financial condition of CUES at all meetings of the Board of Directors and at other times when called upon by the Chairman of the Board. Funds may be drawn on the signature of the Treasurer.
The funds, books, and vouchers in the Treasurer's hands shall at all times be subject to verification and inspection by the Board of Directors or its designee.
Section 8. EXTRAORDINARY CIRCUMSTANCES. The Board may make changes to terms and offices at its own discretion.
Section 9. NON-ELECTED OFFICERS. The duties of non-elected officers other than the President shall be determined by the President. The duties of the President shall be specified in Article VIII, Section 4.
ARTICLE X. COMMITTEES
The Chairman of the Board shall annually appoint such standing, special, or subcommittees as the Chairman of the Board deems necessary or desirable.
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 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.
ARTICLE XVII. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
Section 1. STATEMENT OF INDEMNIFICATION POLICY. CUES shall, to the maximum extent permitted under the Wisconsin Nonstock Corporation Law, and these Bylaws, indemnify and allow reasonable expenses of any person who was or is a party or threatened to be made a party to any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director, officer, employee or agent of CUES, or who is a person who has volunteered services to CUES. Such right of indemnification shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.
Section 2. SUPPLEMENTARY BENEFITS. CUES may supplement the right of indemnification under Section 1 by the purchase of insurance, by individual indemnification agreements, and by advances for related expenses of any person indemnified.
Section 3. DEFINITIONS
3.1 "Indemnitee" means any of the following:
a. A natural person who is a CUES Director, officer, employee, agent, or committee member.
b. A natural person who, while a CUES Director, officer, employee, agent or committee member, is or was serving at CUES‘ request as a Director, officer, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.
c. Unless the context requires otherwise, the estate or personal representative of a CUES Director, officer, employee, agent or committee member.
3.2 "Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
3.3 "Liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and reasonable expenses.
3.4 "Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
3.5 "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of this corporation or by another person.
Section 4. INDEMNIFICATION PROCEDURE
4.1 CUES shall indemnify an indemnitee to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the indemnitee was a party because he or she is an indemnitee as defined in subsection 3.1 above.
4.2 In cases where an indemnitee has not been successful on the merits or otherwise in the defense of a proceeding to which the indemnitee was a party because he or she is an indemnitee as defined in subsection 3.1 above, CUES shall indemnify the indemnitee against liability incurred by the indemnitee in the proceeding unless liability was incurred because the indemnitee breached or failed to perform a duty he or she owes to this corporation and the breach or failure to perform constitutes any of the following:
a. A willful failure to deal fairly with CUES or its members in connection with a matter in which the indemnitee has a material conflict of interest.
b. A violation of criminal law, unless the indemnitee had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
c. A transaction from which the indemnitee derived an improper personal profit.
d. Willful misconduct.
4.3 Determination of whether indemnification is required under this section shall be made by either one of the following means:
a. By majority vote of a quorum of the Board of Directors consisting of CUES Directors not at the time parties to the same or related proceedings. If a quorum of disinterested Directors cannot be obtained, the determination shall be made by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two or more Directors not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may not participate in the designation of members of the committee.
b. By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manner prescribed in subsection 4.3 a. above, or, if unable to obtain such a quorum or committee, by a majority vote of the full Board of Directors, including Directors who are parties to the same or related proceedings.
4.4 The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the indemnitee is not required under this section.
4.5 An indemnitee who seeks indemnification under this section shall make a written request to CUES.
4.6 Indemnification under this section is not required if the indemnitee has previously received indemnification or allowance of expenses from any person, including CUES, in connection with the same proceeding.
4.7 Upon written request by an indemnitee who is a party to a proceeding, CUES may pay or reimburse his or her reasonable expenses as they are incurred if the indemnitee provides CUES with all of the following:
a. A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to CUES.
b. A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by CUES, to pay reasonable interest on the allowance to the extent it is ultimately determined that indemnification is not required. The undertaking under this subsection shall be unlimited general obligation of the indemnitee and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.
4.8 Unless the indemnitee has knowledge that makes reliance unwarranted, an indemnitee, in discharging his or her duties to CUES, may rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:
a. An officer or employee of CUES whom the indemnitee believes in good faith to be reliable and competent in the matters presented.
b. Legal counsel, public accountants or other persons as to matters the indemnitee believes in good faith are within the person's professional or expert competence.
c. A committee of CUES of which the indemnitee is not a member if the indemnitee believes in good faith that the committee merits confidence.
Revision: 05/11, 08/14, 01/15
Latest Revision 01/17