Boards of Directors; Credit and Audit Committees; Officers; Oaths of Officials; Removal From Office; Suspension of Member; Filling of Vacancies; Notification to Department of Change in President or Chief Executive Officer

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Financial Institutions
  5. Credit Unions
  6. Operation and Regulation
  7. Boards of Directors; Credit and Audit Committees; Officers; Oaths of Officials; Removal From Office; Suspension of Member; Filling of Vacancies; Notification to Department of Change in President or Chief Executive Officer

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  1. At the first annual meeting, the members shall elect from among their number a board of directors of no less than five nor more than 25 and at each annual meeting thereafter shall elect successors to the members of the board of directors whose terms of office expire at such annual meeting.
  2. Except as this Code section permits the bylaws of a credit union to provide otherwise, members of the board of directors elected at the first annual meeting shall serve until the next annual meeting and until their successors are elected and qualified. A credit union may in its bylaws provide for staggered elections for members of the board of directors; but in that event the bylaws shall provide that as nearly as possible one-third of the board shall be elected at each annual meeting.
  3. At the organizational meeting and at its first meeting after each annual meeting of the members, the board of directors shall appoint an audit committee, credit committee, chairperson, president, secretary, and such other officers consistent with the bylaws as the board deems desirable. No member of the audit committee may serve as a member of the credit committee or as an officer, unless the board of directors functions as the credit committee as provided for in subsection (f) of Code Section 7-1-658.
  4. The chairperson of the credit and audit committees shall be appointed by the board from among its number. Both the credit and audit committees shall be accountable to the board and members of such committees may be removed by the board.
  5. Officers and the committee members elected or appointed at the organizational meeting shall serve until the first annual meeting. Thereafter, the terms of such persons shall be until their successors are chosen or have duly qualified. An officer elected or appointed to fill an unexpired term shall be elected or appointed for the balance of that term.
  6. All members of the board and all officers and committee members shall be sworn to perform faithfully the duties of their several offices in accordance with this chapter and the bylaws or as otherwise lawfully established. The oaths shall be subscribed in writing and a copy thereof shall be retained in the minutes of the meetings of the board. The oaths shall not modify in any manner the legal duties of or the standard of care for members and officers in the exercise of such duties.
  7. The entire board of directors or an individual director may be removed from office without cause by the vote of a quorum of members at a properly called meeting.
  8. The board may remove a director from office if:
    1. The director is adjudicated an incompetent by a court or is convicted of a felony;
    2. The director does not, within 60 days of his or her election or such longer time as may be specified in the bylaws, accept the office in writing or by attendance at a meeting and fulfill other requirements for holding the office;
    3. The director fails to attend regular meetings of the board for six successive meetings without having been excused by the board;
    4. The director was an employee or duly elected officer of the credit union and was discharged or resigned at the request of the board for reasons relating to performance of duties as an employee or officer of the credit union; or
    5. For any reason set forth in the bylaws of the credit union.
  9. The board of directors, by a two-thirds' vote of a quorum of the board, may suspend any member of the credit union's board of directors, for cause, until the next membership meeting, which shall be held not less than seven nor more than 60 days after such suspension. The suspended person will be notified of the details of his or her suspension, and shall have the right to request a meeting with the board to reconsider his or her suspension prior to the membership meeting. Any suspended member of the board of directors may be removed by a majority vote of a quorum of members at a properly called meeting. At such meeting of the membership, the suspended person shall have the right to make a presentation to the members and the suspension shall be acted upon by the members at such meeting and the person shall be removed from, or restored to, the board.
  10. Vacancies in the board of directors, whether caused by removal or otherwise and including vacancies resulting from an increase in the number of directors, may be filled by the remaining members of the board, even though less than a quorum.
  11. The credit union shall immediately notify the department upon a change in president or chief executive officer.

(Ga. L. 1925, p. 165, § 12; Code 1933, § 25-112; Ga. L. 1962, p. 74, § 1; Code 1933, § 41A-3106, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1976, p. 1681, § 3; Ga. L. 1981, p. 1244, § 7; Ga. L. 1989, p. 1211, § 13; Ga. L. 2011, p. 518, § 4/HB 239; Ga. L. 2015, p. 344, § 21/HB 184; Ga. L. 2016, p. 390, § 3-3/HB 811; Ga. L. 2018, p. 214, § 14/HB 780; Ga. L. 2019, p. 828, § 23/HB 185; Ga. L. 2020, p. 493, § 7/SB 429.)

The 2018 amendment, effective May 3, 2018, added the last sentence of subsection (f). See Editor's notes for applicability.

The 2019 amendment, effective July 1, 2019, substituted "an audit committee" for "a supervisory committee" in the middle of the first sentence of subsection (c); and substituted "audit" for "supervisory" near the beginning of the second sentence of subsection (c) and in the first and second sentences of subsection (d).

The 2020 amendment, effective July 29, 2020, part of an Act to revise, modernize, and correct the Code, substituted "chairperson" for "chairman" in the first sentence of subsection (d).

Editor's notes.

- Ga. L. 2018, p. 214, § 26(b)/HB 780, not codified by the General Assembly, provides that: "It is not the intent of the General Assembly to affect the law applicable to litigation pending as of March 9, 2018."


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