/LSCU%20bylaws%203-2-2009

LEAGUE OF SOUTHEASTERN CREDIT UNIONS, INC. BYLAWS ARTICLE I Purpose, National Affiliation and Scope Section 1. Purpose The purpose of the League is the advancement and success of the credit union movement in Florida and Alabama and of credit union operations.

Section 2. National Affiliation The League shall be affiliated with CUNA as provided by the Constitution and Bylaws of CUNA. In such way and manner as the Board of Directors may determine, the League will support activities developed by CUNA or its affiliates.

Section 3. Scope of Activity The League shall be operated as a "business league not organized for profit". The terms "business league" and "not organized for profit" shall have the same meaning as used in Section 501(c)(6) of the United States Internal Revenue Code.

The League shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(6) of the United States Internal Revenue Code (or corresponding provision of any future United States Internal Revenue Code). No part of the net earnings of the League shall inure to the benefit of any member, private shareholder or individual.

ARTICLE II Membership Section 1. Membership Credit unions with their principal location in Alabama or Florida, credit unions having their principal location outside Alabama or Florida with branches located in Alabama or Florida, and other organizations or individuals may be admitted to categories of membership as defined by the Board.

Section 2. Primary Members A credit union with its principal location in Alabama or Florida may be admitted as a primary member upon approval of any membership application specified by the Board and upon payment of any applicable dues. The President shall determine whether the application meets requirements established by the Board.

Section 3. Associate Members The Board may establish associate membership categories and shall determine qualifications, classifications and dues for such associate memberships. The President shall determine whether such qualifications have been met. Associate members shall be entitled to attend League meetings and other functions, but shall not be entitled to vote.

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Section 4. CUNA Participation Credit Union National Association, Inc. (CUNA) shall be an ex officio member of this League and shall be entitled to representation by its authorized representatives with privilege to participate in discussion, but shall have no power to vote.

Section 5. Non Payment of Dues Unless the credit union has a pending dues waiver request or has been granted a dues extension which has not expired, any credit union not paying its annual dues on or before March 1 will be deemed not to be a member of the League after March 1 of that year. Any such credit union may be re-admitted by paying the dues hereinafter prescribed and following such procedure as may be established by the Board.

ARTICLE III Board of Directors Section 1. Directors The governance of the League shall be by directors duly elected by primary member credit unions.

Except for the initial board as provided in Article III, Section 2 herein, sixteen (16) directors shall be elected from among the membership-sized categories specified in Article X, eight of whom shall be from primary member credit unions with their principal location in Alabama and eight (8) of whom shall be from primary member credit unions with their principal location in Florida. Four (4) members (two (2) from each state) shall be elected from each of the four (4) membership size categories specified in Article X. Section 2. Initial Directors The initial Board of Directors shall consist of sixteen (16) persons: seven (7) persons appointed by the Chairman of the Board of the Florida League (“Florida Chairman”), seven (7) persons appointed by the Chairman of the Board of the Alabama League (“Alabama Chairman”), the Alabama Chairman and the Florida Chairman.

Two (2) members of the initial Board from each state shall serve terms expiring upon adjournment of the 2011, 2012, 2013 and 2014 Annual Meetings. The Florida Chairman and the Alabama Chairman shall specify the terms for each initial director from his League.

In accordance with this Article III, elections will be held to fill the position of each initial director upon expiration of the term.

Section 3. Elections Elections for terms commencing after the adjournment of the Annual Meeting shall be held at times specified by the Board prior to the annual meeting. The Board shall establish procedural rules for the conduct of elections of directors. Primary member credit unions will cast one (1) vote for each director seat. Florida credit unions of all sizes will elect all Florida directors and Alabama credit unions of all sizes will elect all Alabama directors. Beginning in 2015 and at least every five (5) years thereafter, the Board will cause a review of governance structure and election procedures regarding whether the existent structure adequately represents the needs of member credit unions.

Section 4. Vacancies 2

Any vacancy in a Director position shall be filled by an election. Such election shall be held not less than 30 days, nor more than 90 days, after the vacancy occurred. The date of such election shall be set by the Board. The person so elected shall serve the balance of the unexpired term.

Section 5. Qualifications In order to qualify as a director, a person must be nominated and certified as a credit union official by a qualifying credit union which falls in the appropriate membership size category. No credit union may be a qualifying credit union for a candidate if any person certified by that credit union will be serving as director during the term in question. No qualifying credit union may certify more than one candidate for election as director. No qualifying credit union may nominate or certify any person as a candidate for any other membership size category. If a director ceases to be a credit union official of his qualifying credit union or if his qualifying credit union ceases to be a member of the League, such director's position shall be deemed to be vacant.

No person will be disqualified from completing his term because his qualifying credit union falls into a different membership size category following his election.

Section 6. Limitations No person is eligible for election to any term if such person will have been serving as Director of the League for more than eight (8) consecutive years at the commencement of the term and shall not be eligible to be a director until at least three (3) years has expired following such service on the Board.

Section 7. Meetings Directors shall meet at the call of the Chairman. Official notification of a regular meeting shall be given at least two (2) weeks in advance. The Chairman shall call a special meeting of the Board upon written request of five (5) or more Directors. Official notification of a special meeting shall be given at least 48 hours prior to the special meeting and such notice shall state the purpose of the meeting and any business which may be conducted. No business other than that specified in the notice may be conducted at such special meeting. A majority of Directors shall constitute a quorum.

Section 8. Removal from Office Any Director shall be removed from office upon the occurrence of any of the following events: A. for absence from three (3) consecutive regular meetings; or B. by majority vote of the Board upon finding that the Director no longer possesses the qualifications specified in these Bylaws; or C. for cause as determined by two-thirds (2/3) vote of the Board.

In the case of removal for cause, the determination of "cause" shall be at the discretion of the Board and the removal shall constitute a vacancy in that Director's position. The Board shall present to all primary member credit unions appropriate information regarding the cause for which the director was removed. Any Director who is removed for cause is ineligible for nomination for election to the vacancy created by his removal.

Section 9. Terms of Office Other than the terms established for the initial Board, regular terms of office shall be for four (4) years and shall begin immediately following the adjournment of the annual meeting. Persons elected to fill a vacancy shall begin holding office immediately upon their election and shall serve the balance of the unexpired term. Tied votes will be handled in accordance with election rules adopted 3

by the Board.

Section 10. Powers All corporate powers and business affairs of the League shall be exercised by and under the authority of the Board, except as otherwise provided in these Bylaws.

ARTICLE IV Officers Section 1. Election of Officers At the annual special election meeting of the Board, the Directors shall elect officers from among themselves. These officers will also constitute the Executive Committee and shall consist of: A. B. C. D. E.

Chairperson, Chairperson-Elect, Vice Chairperson, Treasurer and Secretary.

Until the expiration of the terms of all initial Board members, the qualifying credit union of the Chairperson and the Chairperson-Elect shall not have principal locations in the same state. The terms of Officers shall expire at the conclusion of the next annual meeting but the term of office of any officer shall end immediately if he ceases to be a Director.

Each of the officers shall perform the usual functions of his office as described by policies and directives prescribed by the Board of Directors. The Board may, at its discretion, assign additional duties to any Officer. The Board may appoint additional or temporary Officers for such period as the Board determines.

Section 2. Election Procedures The Board shall specify such election procedures as it deems necessary or appropriate for the election of the officers. Prior to the Annual Meeting, such election procedures shall be mailed to all persons who will be Directors after the Annual Meeting. The meeting to elect officers may be conducted prior to the Annual Meeting when terms begin, but no earlier than three (3) days before the Annual Meeting.

ARTICLE V Executive Committee Section 1. Composition The Executive Committee shall consist of the Officers elected by the Board. The Immediate past Chairman and the President shall be ex-officio (non-voting) members of the Executive Committee.

The quorum of the Executive Committee shall be three (3) voting members.

Section 2. Duties The Executive Committee, when the Board is not in session, shall have and may exercise all authority of the Board, except as to the following matters: 4

A. matters where the authority of the Executive Committee has been limited by Board resolution, B. amendment of the Articles of Incorporation, C. a plan of merger or consolidation, D. any sale, lease or other disposition of all or substantially all of the property and assets of the League other than that occurring in the usual and regular course of its business, E. voluntary dissolution of the League, F. termination of the employment of the President, G. filling vacancies in the Board, or H. other matters specifically reserved to the Board by these Bylaws.

Section 3. Meetings The Chairman shall call regular Executive Committee meetings as he deems necessary. The Chairman shall call a special meeting of the Executive Committee upon written request of three voting members of such committee. Official notification of Executive Committee meetings shall be made in the same manner as for Board meetings.

Section 4. Record Keeping The Executive Committee shall prepare and distribute minutes, and report at the next Board Meeting all actions taken for and on behalf of the Board. The delegation of authority to the Executive Committee authority shall not operate to relieve the Board of any responsibility imposed upon it by law.

ARTICLE VI Audit Committee Section l. Composition There shall be an Audit Committee of three (3) members. The Treasurer of the League shall serve as chairman of the Audit Committee, with the other members appointed by the League Chairman from among the membership of the League Board.

Section 2. Duties The Audit Committee shall perform or direct the performance of an annual audit of the League and its subsidiaries and report the results of such audit to the Board at the next scheduled meeting.

ARTICLE VII President Section 1. President The Board shall employ a President whose employment shall be in accordance with a written contract between the President and the League.

Section 2. Scope of Responsibility Duties of the President shall be the usual and customary duties of that office as prescribed by the Board of Directors.

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ARTICLE VIII CUNA Representation Section 1. Designation The Board will designate CUNA annual general meeting delegate(s) to represent the League. The president may serve as a CUNA annual general meeting delegate.

ARTICLE IX Chapters Section 1. Purpose Chapters are unincorporated associations formed in specific geographic areas. Chapters are recognized by the League, but are not subdivisions or agents of the League. The purpose of a chapter is to support the League, promote cooperation among credit unions, sponsor educational programs, and undertake other activities consistent with proper credit union and community development.

Section 2. Composition Each chapter shall be composed of credit unions that are members of the League and shall operate pursuant to Bylaws approved by the Board and adopted by the chapter.

Section 3. Formation of Chapters The Board shall have the authority to allow credit unions within common geographic locations to form new chapters and, after consultation with the affected credit unions, shall designate the geographic area for chapters. Chapters shall engage in activities of an educational and inspirational character which are consistent with the rules for chapters adopted by the Board.

Section 4. Limitations No chapter is agent of, or attorney in fact for, the League. The actions of any chapter shall be binding solely upon the chapter, not upon the League. A chapter may indicate that it is affiliated with the League, but may not assert that it is the League or that it has the authority to act for the League in any matter.

Section 5. Dissolution of Chapters Any chapter may be dissolved upon affirmative vote of the League Board.

ARTICLE X Membership Categories Section 1. Purpose and Composition In order to ensure fair representation for credit unions of all sizes, members of the board of directors will be elected based upon the membership of the person’s qualifying credit union in one of the following four categories: Class A. Credit unions with fewer than 2,000 members; 6

Class B. Credit unions with not less than 2,000 members, but not more than 15,000 members; Class C. Credit unions with not less than 15,000 members, but not more than 40,000 members; Class D. Credit unions with 40,000 or more members.

Section 2. Apportionment Report No less frequently than every four years, a report on apportionment of membership size categories shall be adopted by the Board of Directors, which report may include recommendations for bylaw amendment(s) to adjust the membership size categories in a fair and equitable manner.

ARTICLE XI Finances Section 1. Dues Billing and Payment Annual Dues are payable on January 1 and are delinquent after March 1. Data from the June 30 NCUA call report is used to calculate dues for the succeeding year. Dues invoices are mailed prior to December 15 for the succeeding year.

Section 2. Dues Calculation Dues for a primary member credit union are the total of the following 3 amounts: 1. Dues as assessed by Credit Union National Association for such primary member credit union.

2. The amount obtained by using the following basic 2009 dues chart:

2010 League Dues Formula

Asset Range 0 600,000 1,000,000 2,300,000 4,300,000 7,000,000 11,600,000 20,000,000 40,000,000 80,000,000 200,000,000

599,999 999,999 2,299,999 4,299,999 6,999,999 11,599,999 19,999,999 39,999,999 79,999,999 199,999,999 and over

Rates divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000 divide by 1,000

multiply by multiply by multiply by multiply by multiply by multiply by multiply by multiply by multiply by multiply by multiply by

2.4940 1.7346 0.8678 0.4339 0.2606 0.2606 0.1734 0.1734 0.1387 0.0525 0.0158

add add add add add add add add add add add

0 1,496 2,190 3,318 4,186 4,890 6,088 7,545 11,012 16,559 22,863

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3. The result of multiplying the amount calculated using the basic dues chart [2 above] by a factor reflecting the percentage increase in the Consumer Price Index for the 12 calendar months ending the previous June 30 or, if authorized by the Board in lieu of using the actual CPI increase, multiplying the amount calculated using the basic dues chart (2 above) by a percentage not greater than 2.5%.

Provided that: The method of dues calculation may only be changed by a two-thirds vote at a membership meeting after at least thirty (30) days’ notice to the members of the proposed new method of calculation of dues.

In calculating annual dues for years prior to 2013, credit unions from Alabama will pay different dues amounts to phase in the above dues schedule. In order to calculate such phase in dues, the 2009 Alabama League dues are compared to the 2010 League dues according to the above dues schedule. The difference between 2009 Alabama League dues and dues calculated by the above dues schedule is referred to as “schedule differential”. Alabama credit unions 2010 dues are 2009 Alabama League dues plus (or minus) one third of the schedule differential; 2011 dues are 2009 Alabama League dues plus (or minus) two thirds of the schedule differential; and 2012 dues are 2009 Alabama League dues plus (or minus) the entire schedule differential. Thereafter, all primary members will pay dues in accordance with the above schedule.

Section 3. Reinstatement (a) A disaffiliated credit union that was a primary member during the immediate preceding calendar year shall be reinstated as a primary member upon payment of the current year's League and CUNA dues and upon approval by the League President, who shall report such action to the Board at its next meeting. (b) A disaffiliated credit union, that was not a primary member during the immediate preceding calendar year, shall be reinstated as a primary member upon payment of the current year's League and CUNA dues in full prior to June 1, or thereafter upon payment of a pro-rata amount of the current year's League dues, based on the number of full months remaining in the current fiscal year, plus appropriate CUNA dues for the fiscal year, and upon approval by the League President, who shall report such action to the Board at its next meeting.

Section 4. Dues Discount The Board may provide a discount for early payment of dues.

Section 5. Associate Members Dues As provided in Article II, Section 3, the Board may establish associate membership categories and dues for such membership categories.

Section 6. Corporate Credit Union Dues The dues for any corporate credit union operating in Alabama or Florida shall be fixed at $5,000 per year.

Section 7. Annual Budget The treasurer shall present to the Board of Directors a proposed annual budget for each calendar 8

year, and shall make reports from time to time regarding actual results as compared to the budget.

The treasurer shall present a financial report for the previous year at each annual meeting.

Section 8. Non-Payment of Dues Any primary member failing to pay its appropriate annual dues by March 1 will cease to be a member unless the member has been granted a written waiver or extension under terms and conditions as established by the Board. Any such member may be readmitted upon payment of dues and approval of the President.

The Board may grant written extensions not to exceed ninety (90) days or may waive all or part of the dues. During the period in which dues have been extended or waived, the member has all rights except the right to vote.

ARTICLE XII Fiscal Year and Meetings Section 1. Fiscal Year The fiscal year of the League shall be the calendar year.

Section 2. Annual Meeting The annual meeting of the League shall be held at such time and place as the Directors may determine.

Section 3. Notices All member credit unions shall be entitled to at least thirty (30) days written notification prior to any annual meeting and fourteen (14) days official notification prior to a special meeting of the members. Official notice of any special meeting shall specify the purpose of the meeting and any business which may be conducted. No business other than that specified in the notice may be conducted at such special meeting. The effective date of all notices shall be when mailed.

Section 4. Special Meetings The Board of Directors may, by a two-thirds (2/3) vote, call a special meeting of the members and shall call such meeting on written request of twenty-five percent (25%) of the member credit unions.

The official notification of a special meeting will contain a statement of the purpose of the meeting and the business to be conducted. No business may be conducted at a special meeting except for the business specified in the notice of such special meeting.

Section 5. Credentials Each primary member credit union shall be entitled to cast one (1) vote at all membership meetings.

Each primary member credit union shall designate one (1) delegate from its membership to serve at any annual meeting. Only registered delegates may vote.

The names and addresses of such delegates shall be delivered to the Chairman or to a credentials committee appointed by him not later than the time set for registration for the membership meeting.

An alternate may be designated for each delegate by the member credit union and reported in the same manner as the delegate. The League shall furnish, with the official notice of any membership meeting, appropriate forms to member credit unions to report the names and addresses of delegates and alternate delegates. Such forms shall be certified by at least two (2) of the following credit union 9

officials: Chairman or President, Vice Chairman or Vice President, Secretary, Treasurer, or the Chief Executive Officer (President or Manager).

Section 6. Quorum A quorum for any membership meeting shall consist of delegates representing at least 10 percent (10%) of all primary member credit unions.

ARTICLE XIII Amendments Section 1. Methods of Amendment These Bylaws may be amended by a vote of two-thirds (2/3) of the delegates present and voting at any annual or special meeting of the members, providing the notice for the meeting has contained a copy of the proposed amendment and a statement of its purpose.

ARTICLE XIV Membership Meeting Procedure Section 1. Order of Business The order of business at the annual meeting of the members shall be based on an agenda prepared by the Board and adopted by the members at the annual meeting.

Section 2. Rules of Order Prior to the commencement of any membership meeting, the Rules of Order under which such meeting is to be conducted will be established by the Board of Directors and announced by the presiding officer at the time the meeting is opened. Any rule of order may be suspended or modified by a majority vote of the primary member credit unions present.

Section 3. Parliamentary Procedure Parliamentary procedure for annual or special meetings of the League shall be governed by the last published edition of The Scott, Foresman Robert's Rules of Order, Newly Revised, to the extent such matters are not specified in Bylaws, applicable Rules of Order or other rules of the League.

ARTICLE XV Gender Section 1. Gender As used in these Bylaws, all references to words in the masculine gender shall be construed to include persons of the feminine gender and vice versa.

ARTICLE XVI Definitions As used in these Bylaws, the following definitions apply: 10

“Alabama League” means the Alabama Credit Union League, Inc. that consolidated into the League.

"Annual Meeting" means the annual meeting of the League "Board" means the Board of Directors of the League "Bylaws" means the Bylaws of the League "Certified" means an official written statement from a credit union signed by an elected official or the chief executive officer of the credit union.

“Credit Union” means a natural person credit union with its principal location in Florida or Alabama.

"Credit Union Official" means a director, supervisory committee member, credit committee member or employee of a primary member credit union.

"CUNA" means the Credit Union National Association, Inc. "Director" means a director of the League “Florida League” means the Florida Credit Union League, Inc. that consolidated into the League.

"League" means League of Southeastern Credit Unions, Inc. "Location" means the physical location of the principal office of a credit union.

"Official Notification" means: (A) Notice given by U.S. mail to credit union members, which notice shall be effective when mailed or (B) Notice given by mail or by fax to Directors or Executive Committee members, which shall be effective when mailed, faxed or actually received (whichever occurs first).

"Qualifying Credit Union" means the credit union which nominates a person and certifies that the person is eligible to serve as a League Director from that credit union.

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