Federal Credit Union Bylaws, 30984-30988 [E7-10389]

Download as PDF 30984 Federal Register / Vol. 72, No. 107 / Tuesday, June 5, 2007 / Proposed Rules Country locality * Argentina Common name * * * * * * * * 5. A new § 319.56–2vv would be added to read as follows: § 319.56–2vv Administrative instructions: conditions governing the importation of blueberries from South Africa and Uruguay. Blueberries from South Africa (Vaccinium spp.) and Uruguay (Vaccinium corymbosum L. and Vaccinium virgatum Aiton) may be imported into the continental United States only under the following conditions: (a) Blueberries from South Africa must be cold treated for Ceratitis capitata in accordance with part 305 of this chapter. Blueberries from Uruguay must be cold treated for Ceratitis capitata and Anastrepha fraterculus in accordance with part 305 of this chapter. (b) Each shipment of blueberries must be accompanied by a phytosanitary certificate of inspection issued by the national plant protection organization of the importing country. (c) The blueberries may be imported in commercial shipments only. Done in Washington, DC, this 31st day of May 2007. Kevin Shea, Acting Administrator, Animal and Plant Health Inspection Service. [FR Doc. E7–10818 Filed 6–4–07; 8:45 am] BILLING CODE 3410–34–P NATIONAL CREDIT UNION ADMINISTRATION 12 CFR Part 701 Federal Credit Union Bylaws National Credit Union Administration (NCUA). ACTION: Proposed rule. AGENCY: SUMMARY: NCUA is proposing to reincorporate the Federal Credit Union (FCU) Bylaws into NCUA regulations. This change clarifies NCUA’s ability to use a range of enforcement authorities, in appropriate cases, to enforce the FCU 15:43 Jun 04, 2007 Jkt 211001 Plant part(s) * * Frm 00006 Fmt 4702 Sfmt 4702 * * * Fruit. (Treatment for South American fruit fly and Medfly not required if fruit is grown in a fruit fly-free area (see § 319.56–2(j)). * Bylaws. In addition, NCUA is adding a bylaw provision on director succession, an issue it has previously addressed in legal opinions, and is revising the introduction to the Bylaws to conform it to these changes. DATES: Comments must be received by August 6, 2007. ADDRESSES: You may submit comments by any of the following methods (Please send comments by one method only): • Federal eRulemaking Portal: http:// www.regulations.gov. Follow the instructions for submitting comments. • NCUA Web Site: http:// www.ncua.gov/ RegulationsOpinionsLaws/ proposed_regs/proposed_regs.html. Follow the instructions for submitting comments. • E-mail: Address to regcomments@ncua.gov. Include ‘‘[Your name] Comments on FCU Bylaws’’ in the e-mail subject line. • Fax: (703) 518–6319. Use the subject line described above for e-mail. • Mail: Address to Mary Rupp, Secretary of the Board, National Credit Union Administration, 1775 Duke Street, Alexandria, Virginia 22314– 3428. • Hand Delivery/Courier: Same as mail address. Public inspection: All public comments are available on the agency’s Web site at http://www.ncua.gov/ RegulationsOpinionsLaws/comments as submitted, except as may not be possible for technical reasons. Public comments will not be edited to remove any identifying or contact information. Paper copies of comments may be inspected in NCUA’s law library, at 1775 Duke Street, Alexandria, Virginia 22314, by appointment weekdays between 9 a.m. and 3 p.m. To make an appointment, call (703) 518–6546 or send an e-mail to OGC Mail @ncua.gov. FOR FURTHER INFORMATION CONTACT: Elizabeth Wirick, Staff Attorney, Office of General Counsel, National Credit Union Administration, 1775 Duke Street, Alexandria, Virginia 22314–3428 or telephone: (703) 518–6540. PO 00000 * * * Vaccinium spp ...................................... * * cprice-sewell on PROD1PC71 with PROPOSALS * * * Blueberry .............................................. * VerDate Aug<31>2005 Botanical name * * SUPPLEMENTARY INFORMATION: A. Background The Federal Credit Union Act (the Act) requires the NCUA Board to prepare bylaws that ‘‘shall be used’’ by FCUs and authorizes NCUA to enforce FCU Bylaws through charter suspension and liquidation. 12 U.S.C. 1758, 1766. Until 1982, the FCU Bylaws were incorporated by reference in NCUA’s regulations. NCUA’s authority to enforce bylaw violations through less severe administrative remedies then was clear because such violations could be viewed as a violation of NCUA’s regulations, thus enabling NCUA to bring a variety of administrative enforcement actions to effect compliance in appropriate cases. In 1982, the Bylaws were removed from the regulations as part of a general deregulatory effort. At that time, three separate sections of NCUA regulations incorporated the FCU Bylaws by reference. 12 CFR 701.2, 701.3, 701.14 (1982). Another section required NCUA approval of any bylaw amendments. 12 CFR 701.4 (1982). NCUA deleted two of the sections incorporating the Bylaws by reference, as well as the regulation requiring NCUA approval of amendments, in two final rules issued in 1982. 47 FR 23685 (June 1, 1982); 47 FR 46249 (Oct. 18, 1982). These rules were one result of a comprehensive review of agency regulations NCUA undertook in the early 1980s in an effort to eliminate redundant or outdated requirements. The goal of this process was to reduce the number and complexity of NCUA regulations and delete guidance found in other publications. 47 FR 46249 (Oct. 18, 1982). The Bylaws were only one of several items deleted from incorporation by reference in the 1982 rules cited above. One of the rules also deleted the NCUA Accounting Manual and Data Processing Guidelines from incorporation by reference. 47 FR 23685 (June 1, 1982). The other also deleted references to chartering procedures contained elsewhere in NCUA guidance. E:\FR\FM\05JNP1.SGM 05JNP1 cprice-sewell on PROD1PC71 with PROPOSALS Federal Register / Vol. 72, No. 107 / Tuesday, June 5, 2007 / Proposed Rules 47 FR 46249 (Oct. 18, 1982). The discussions in the proposed and final rules and at the NCUA Board meetings focus on the other provisions in the rules, with very little information about the Bylaws. Id.; 47 FR 23750 (June 1, 1982); 47 FR 23686 (June 1, 1982); 46 FR 48940 (Oct. 5, 1981); Recordings of NCUA Board Meetings Sept. 24, 1981; May 20, 1982 and Sept. 23, 1982. The sole comment about the Bylaws available in the administrative record is in the preamble to one of the final rules, and it states: ‘‘The commenters also were in agreement with NCUA’s deregulation of charter and bylaw provisions and condensation of chartering procedures.’’ 47 FR at 46249. The Board’s 1982 actions resulted in the retention of one section incorporating the Bylaws by reference, § 701.2, which was not deleted until 1999. 12 CFR 701.2 (1982–1999). Although one of the 1982 rules deleted other publications incorporated by reference in § 701.2, while leaving the reference to the Bylaws intact, the proposed and final rules do not explain this action. 47 FR 23685 (June 1, 1982); 46 FR 48490 (Sept. 24, 1981). NCUA deleted § 701.2 as a technical amendment in 1999. 64 FR 57363 (Oct. 25, 1999). After reviewing the entire record, retention of the incorporation of the bylaws in § 701.2 appears to have been an oversight. When the Bylaws were deregulated in 1982, the rule changes did not address the issue of whether the agency would enforce the Bylaws or intervene in disputes concerning the Bylaws. NCUA’s policy not to become involved in bylaw disputes unless the bylaw violation threatens the safety and soundness of the credit union or violates a provision of the FCU Act or NCUA regulations evolved in various issuances and procedures after 1982. Numerous legal opinion letters state this policy, as well as NCUA’s position that the Bylaws represented a contract between a credit union and its members. NCUA’s view was that state corporate law, if consistent with the Act and NCUA regulations, determined disputes regarding the enforcement of bylaw provisions. As a result of the deregulation of the bylaws, NCUA’s ability to enforce the Bylaws, absent a safety and soundness reason, has become problematic. NCUA’s post-deregulatory policy has sometimes had the effect of requiring FCU members to resort to state court action in order to force their credit union to abide by its bylaws. While this approach worked fairly well for the most part over the years, recently, NCUA has learned of cases where VerDate Aug<31>2005 15:43 Jun 04, 2007 Jkt 211001 members have been unable to use the judicial system to enforce rights granted by the Bylaws. While NCUA continues to maintain members can enforce the bylaws as a contract, the Board recognizes that, in certain circumstances, this remedy may not be practical or provide adequate relief due to circumstances such as timing and cost. As the administrative record demonstrates, the Board did not foresee the current challenges members can face in seeking to enforce the bylaws when it deregulated the Bylaws in 1982 in an effort to eliminate redundancy and maximize flexibility for FCUs. At this time, the Board finds reincorporating the bylaws into NCUA’s regulations is an appropriate step. Reincorporation is the least burdensome way to ensure FCUs and their members are aware of NCUA’s authority to issue and enforce the Bylaws under the Act. Congress has provided the Board explicit authority in the Act to suspend or revoke the charter of any FCU, or place the FCU into involuntary liquidation, for a violation of any provision of its bylaws. 12 U.S.C. 1766(b)(1). A charter suspension or liquidation, however, is a very extreme remedy and is unlikely to be an appropriate remedy for any bylaw violation. The resultant loss of credit union service would likely result in far more harm to members than the FCU’s failure to follow its bylaws. NCUA believes the better approach is to reincorporate the Bylaws into NCUA’s regulations. The Board believes credit unions and their members should be able to resolve bylaw disputes without NCUA taking administrative action. In those rare cases where disputes cannot be resolved, NCUA will have clear authority to use a range of administrative actions. This will result in administrative remedies far less harsh than a charter suspension or liquidation to effect a credit union’s compliance with its bylaws. Reincorporating the Bylaws into NCUA’s regulations imposes no new regulatory burden, as all FCUs are already required to have NCUAapproved bylaws. NCUA publishes form bylaw language and all FCUs have adopted some version of the form language. The latest version of the Bylaws allows FCUs flexibility wherever possible by providing checkoff or fill-in-the-blank options that can be adopted without further NCUA action. NCUA’s regional directors must approve all other bylaw amendments. NCUA will approve all proposed bylaw amendments that do not conflict with the Act or NCUA regulation and PO 00000 Frm 00007 Fmt 4702 Sfmt 4702 30985 guidance, present a potential safety and soundness threat, or restrict members’ rights. NCUA does not maintain copies of each FCU’s bylaws and bylaw amendments. In considering reincorporation, the Board again thought about whether it should continue to prescribe model bylaw language or whether it should, as suggested by several commenters during the 2006 Bylaw revision process, prescribe only general categories and allow FCUs to draft their own bylaws. The Board’s concerns with this approach remain the potential for confusion and the adoption of illegal bylaw provisions. While some previous commenters suggested a categories-style rule, others, including credit union employees and credit union legal representatives, have indicated that having form Bylaws is an aid and is not overly burdensome. Credit union staff members and boards of directors know that the Bylaws are a condensation of some requirements in the Act, NCUA regulations, and NCUA guidance. For most, the option to draft bylaws completely on their own is unattractive because of the amount of research required to ensure inclusion of all necessary provisions. Also, presumably, NCUA would have to adopt some oversight mechanism to prevent adoption of bylaw provisions that are inconsistent with statutory and regulatory requirements or present safety and soundness concerns. Because NCUA does not now maintain copies of individual FCU bylaws or review bylaws in examinations as a matter of course, having a category-type regulation would likely result in more regulation, not less. The Board also considered modeling its bylaw regulation on the approach used by the Office of Thrift Supervision (OTS). The OTS has detailed regulations listing required bylaw provisions and also provides model bylaw language separately. 12 CFR 544.5, 552.5; OTS Applications Handbook, Forms 1577, 1508. The model language is mostly a restatement of the regulation. Id. Thrifts are not required to adopt the model language exactly, and, like FCUs, may also adopt certain optional provisions. All amendments, including the model option provisions, must be filed with OTS. 12 CFR 544.5(d), 552.6(c). The result of the OTS approach is similar to NCUA’s. Both federal thrifts and FCUs have form bylaw language. Although the regulation permits thrifts to adopt their own language rather than the model, drafting bylaws that comply with the requirements of the regulation results in bylaws nearly indistinguishable from the form bylaws. Both federal thrifts and E:\FR\FM\05JNP1.SGM 05JNP1 cprice-sewell on PROD1PC71 with PROPOSALS 30986 Federal Register / Vol. 72, No. 107 / Tuesday, June 5, 2007 / Proposed Rules FCUs are allowed to select certain options without further agency action, but thrifts must file all amendments with OTS. After considering the OTS approach, the Board continues to believe that incorporating the Bylaws by reference into NCUA’s regulations is the most expeditious and least burdensome approach. The proposed rule will give NCUA authority to enforce bylaw violations in certain, limited cases through administrative tools in the Act. Incorporating the FCU Bylaws into NCUA’s regulations will not mean NCUA will become involved as a matter of course in bylaw disputes. The Board believes credit union officials and members should be able to work together to resolve the vast majority of bylaw and internal governance disputes. This was true before 1982 when the Bylaws were incorporated by reference in NCUA’s regulations and, as was the case then, NCUA has no intention of using agency resources to enforce every bylaw violation. Furthermore, under the risk-based examination system in use for FCUs, examiners do not currently, nor will they under this proposed rule, inquire into an FCU’s bylaws unless the FCU’s management raises the issue. A credit union’s management, however, should not be able to ignore the Bylaws unilaterally. Members have a reasonable expectation that their credit union will be operated in accordance with its approved bylaws. NCUA already has the authority to exercise its administrative enforcement authority when a credit union violates the Act or NCUA regulations or a threat to the safety and soundness of the institution exists. NCUA also believes it should have the ability to institute an enforcement action when a bylaw violation poses a threat to fundamental, material credit union member rights. These rights are those that go to the very heart of the cooperative principles that serve as the cornerstone of the credit union system. Specifically, they include the right to: • Maintain a share account; • Maintain credit union membership; • Have access to credit union facilities; • Participate in the director election process; • Attend annual and special meetings; and • Petition for removal of directors and committee members. It continues to be NCUA’s intent that credit unions and their members will make every effort to resolve bylaw disputes without NCUA intervention. If a bylaw dispute cannot be resolved, however, credit union officials or VerDate Aug<31>2005 15:43 Jun 04, 2007 Jkt 211001 members should contact the regional office with jurisdiction for the FCU. Regional offices have substantial experience in reviewing and working with credit unions on bylaw disputes, as well as proposed bylaw amendments. The regional offices have historically assisted credit union officials and members in resolving bylaw and internal governance disputes. However, if a matter involves fundamental, material credit union member rights, NCUA will have clear discretion to take administrative action as warranted. The Board believes this is preferable to requiring credit unions and their members to resort to the state courts, with the attendant expense, time delays and uncertainty regarding bylaw enforceability. B. Specific Changes to the FCU Bylaws NCUA issued an updated and revised version of the FCU Bylaws in 2006. 71 FR 24551 (April 26, 2006). Because the revised Bylaws were issued so recently, NCUA believes another major review is unnecessary at this time. The Board believes, however, this rulemaking presents an appropriate opportunity to address one particular circumstance previously only addressed in legal opinions, namely, the responsibility of the Supervisory Committee to assume the responsibilities of the board of directors temporarily if, for any reason, an entire board of directors is simultaneously removed or unable to serve. See OGC Opinion 06–0446 (April 27, 2006). This proposed rule adds new provisions to the Bylaws clarifying responsibilities and procedures if, for any reason, including removal or other inability to serve, an FCU has no remaining directors. This proposed rule also revises the introduction to the Bylaws to reflect the reincorporation of the Bylaws in the regulations. The proposal adds a new Section to Article IX to clarify the Supervisory Committee’s responsibilities if an FCU has no remaining directors. If an entire board of directors resigns, is removed simultaneously, or for whatever circumstance is unable to serve, the Supervisory Committee has the responsibility to act as a temporary board of directors. As has been previously stated in NCUA legal opinions, the FCU Bylaws will now provide that, as the temporary board of directors, the Supervisory Committee must either schedule a special meeting to elect an interim board, or, if the credit union’s next annual meeting of members will occur within 45 days after the FCU loses its directors, must serve as the temporary board until the next annual meeting. PO 00000 Frm 00008 Fmt 4702 Sfmt 4702 NCUA believes this provision belongs in Article IX, entitled ‘‘Supervisory Committee,’’ because it addresses responsibilities of the Supervisory Committee when an FCU has no remaining directors. Several other bylaws refer to procedures by which remaining directors can replace directors who have been removed or have resigned, but because this bylaw addresses the situation where no directors remain and the responsibility falls upon the Supervisory Committee, it is placed in Article IX. The proposal also cross references this new language in Article XVI, Section 3, addressing removal of directors by members, and Article VI, Section 4, addressing board of director vacancies. These new provisions do not automatically become part of any FCU’s existing bylaws and FCUs are not required to adopt them. In the event a credit union does not adopt the new bylaw provisions, NCUA will continue to follow the guidance expressed in its prior legal opinion, cited above. The NCUA Board has also considered whether to allow more flexibility in the Bylaws regarding the number of members necessary to request a special meeting as well as the timing for when the meeting is held. NCUA’s position is that any necessary changes in this area for a particular credit union should be handled through the bylaw amendment process explained in the introduction to the Bylaws. NCUA is also adopting a minor procedural change in an effort to streamline the bylaw amendment process even further. NCUA will continue to post all bylaw amendment opinion letters on its Web site. Bylaw opinion letters issued since the last major revision of the bylaws in April 2006 will now include the language for any amendment approved, or a link to that language. Credit unions seeking to adopt a bylaw amendment using identical language to a previously approved amendment must still file the proposed amendment with their Regional Office, but will receive notice of the Region’s action on their request within 15 business days. Review of all bylaw amendment requests ensures that an amendment approved for one FCU is appropriate for another FCU, but NCUA believes this review can be accomplished more quickly when the requested amendment is identical to one approved for another FCU. Finally, the proposal includes a revised introduction to reflect incorporation of the Bylaws in NCUA regulations. The introduction retains language explaining how to adopt and amend the bylaws as well as additional E:\FR\FM\05JNP1.SGM 05JNP1 Federal Register / Vol. 72, No. 107 / Tuesday, June 5, 2007 / Proposed Rules guidance. For bylaw amendments, the introduction now states that FCUs seeking a bylaw amendment identical to a previously approved bylaw amendment can expect an answer from their Regional Office within 15 business days of the receipt of the request. C. Request for Comments NCUA seeks comment on the proposal to incorporate the Bylaws in NCUA regulations. NCUA specifically requests comments on the standards, discussed above, for when it will intervene in bylaw disputes, including any other criteria NCUA should consider in determining when it will institute an enforcement action regarding the bylaws. Also, NCUA specifically requests comment on the ‘‘fundamental, material member rights’’ discussed above and whether any rights should be added to or deleted from this list. Finally, NCUA seeks comments on the addition of the director succession bylaw and the revised introduction. Regulatory Procedures Regulatory Flexibility Act The Regulatory Flexibility Act requires NCUA to prepare an analysis to describe any significant economic impact a rule may have on a substantial number of small credit unions, defined as those under ten million dollars in assets. This proposed rule incorporates the Bylaws into NCUA’s regulations without imposing any regulatory burden, since the FCU Act requires FCUs to adopt NCUA-approved bylaws. The proposed rule will not have a significant economic impact on a substantial number of small credit unions, and, therefore, a regulatory flexibility analysis is not required. cprice-sewell on PROD1PC71 with PROPOSALS Paperwork Reduction Act NCUA has determined that the proposed rule would not increase paperwork requirements under the Paperwork Reduction Act of 1995 and regulations of the Office of Management and Budget. 44 U.S.C. 3501 et seq.; 5 CFR part 1320. Executive Order 13132 Executive Order 13132 encourages independent regulatory agencies to consider the impact of their actions on state and local interests. In adherence to fundamental federalism principles, NCUA, an independent regulatory agency as defined in 44 U.S.C. 3502(5), voluntarily complies with the executive order. The proposed rule would not have substantial direct effects on the states, on the connection between the national government and the states, or on the distribution of power and VerDate Aug<31>2005 15:43 Jun 04, 2007 Jkt 211001 responsibilities among the various levels of government. NCUA has determined that this proposed rule does not constitute a policy that has federalism implications for purposes of the executive order. The Treasury and General Government Appropriations Act, 1999—Assessment of Federal Regulations and Policies on Families The NCUA has determined that the proposed rule would not affect family well-being within the meaning of section 654 of the Treasury and General Government Appropriations Act, 1999, Public Law 105–277, 112 Stat. 2681 (1998). List of Subjects in 12 CFR Part 701 Federal credit union bylaws. By the National Credit Union Administration Board on May 24, 2007. Mary F. Rupp, Secretary of the Board. Accordingly, NCUA proposes to amend 12 CFR part 701 by adding § 701.2 to read as follows: PART 701—ORGANIZATION AND OPERATION OF FEDERAL CREDIT UNIONS 1. The authority citation for part 701 is amended to read as follows: Authority: 12 U.S.C. 1752(5), 1755, 1756, 1757, 1758, 1759, 1761a, 1761b, 1766, 1767, 1782, 1784, 1786, 1787, 1789. Section 701.6 is also authorized by 15 U.S.C. 3717. Section 701.31 is also authorized by 15 U.S.C. 1601 et seq.; 42 U.S.C. 1981 and 3601–3610. Section 701.35 is also authorized by 42 U.S.C. 4311–4312. 2. Part 701 is amended by adding § 701.2 to read as follows: § 701.2 Federal Credit Union Bylaws. (a) Federal credit unions must operate in accordance with their approved bylaws. The Federal Credit Union Bylaws and any amendments approved for specific Federal Credit Unions are hereby incorporated by reference pursuant to 5 U.S.C. 552(a)(1) and accompanying regulations. Federal credit unions may adopt amendments to their bylaws as provided in the bylaws, with the approval of the Board. (b) Copies of the Federal Credit Union Bylaws may be obtained at http:// www.ncua.gov or by request addressed to National Credit Union Administration, 1775 Duke Street, Alexandria, VA 22314. (c) The National Credit Union Administration may issue revisions or amendments of the Federal Credit Union Bylaws from time to time. An historic file of amendments or revisions PO 00000 Frm 00009 Fmt 4702 Sfmt 4702 30987 is maintained and made available for inspection at the National Credit Union Administration, 1775 Duke Street, Alexandria, VA 22314. (d) Copies of the Federal Credit Union Bylaws are on file with the Director, Office of the Federal Register, National Archives and Records Service, General Services Administration, Washington, DC 20408. NCUA will file the text of any changes in the Federal Credit Union Bylaws with the Director, Office of the Federal Register, and publish notice of changes in the Federal Register. Note: The text of the Federal Credit Union Bylaws does not appear in the Code of Federal Regulations. 3. The Federal Credit Union Bylaws are revised as follows: (a) Add the following paragraph at the end of Section 3 of Article IX: If all director positions become vacant simultaneously, the supervisory committee immediately becomes the temporary board of directors. The temporary board must call and hold a special meeting to elect an interim board at least 7 but no more than 14 days after all director positions become vacant. Candidates for the interim board at the special meeting may be nominated by petition or from the floor. The interim elected board serves until the next annual meeting of members. If the next annual meeting has been scheduled and will occur within 45 days after all director positions become vacant, the temporary board may not call a special meeting to elect an interim board and must serve until the annual meeting. If the next annual meeting has not been scheduled, the temporary board may not call a special meeting to elect interim directors if the month and day of the previous year’s meeting plus 7 days falls within 45 days after all director positions become vacant. In this case, the temporary board will call and hold the next annual meeting within 7 days before or after the month and day of the previous annual meeting and the temporary board must serve until the annual meeting. If an interim board is elected and the annual meeting has not been scheduled, the interim board must schedule the annual meeting within 7 days before or after the month and day of the previous annual meeting. The supervisory committee acting as the temporary board may not act on policy matters. An interim board elected under this section has the same powers as a board elected under the credit union’s regular election procedures and may act on policy matters. (b) Add the following sentence at the end of Section 3 of Article XVI: E:\FR\FM\05JNP1.SGM 05JNP1 cprice-sewell on PROD1PC71 with PROPOSALS 30988 Federal Register / Vol. 72, No. 107 / Tuesday, June 5, 2007 / Proposed Rules If member votes at a special meeting result in the removal of all directors, the supervisory committee immediately becomes the temporary board of directors and must follow the procedures in Article IX, Section 3. (c) Insert the following sentence after the first sentence of Section 4 of Article VI: If all director positions become vacant simultaneously, the supervisory committee immediately becomes the temporary board of directors and must follow the procedures in Article IX, Section 3. (d) Replace the sixth paragraph of the introduction with the following: Federal credit unions considering an amendment may find it useful to review the bylaws section of the agency Web site, which includes Office of General Counsel opinions about proposed bylaw amendments. Opinions issued after April 2006 will include the language of approved amendments. Even if an amendment has been previously approved, the credit union must submit a proposed amendment to NCUA for review under the procedure listed above to ensure the amendment is identical. Credit unions requesting previously approved amendments will receive notice of the regional office’s decision within 15 business days of the receipt of the request. (e) Replace the last paragraph of the introduction with the following: NCUA has discretion to take administrative actions when a credit union is not in compliance with its bylaws. If a potential violation is identified, NCUA will carefully consider all of the facts and circumstances in deciding whether to take enforcement action. NCUA will not take action against every minor or technical violation, but emphasizes that it retains discretion to enforce the bylaws in appropriate cases, which may include, but are not limited to, safety and soundness concerns or threats to fundamental, material credit union member rights. (f) Replace the first paragraph of the introduction with the following: Effective date: After consideration of public comment, the National Credit Union Administration (NCUA) Board adopted these Bylaws and incorporated them by reference in section 701.2 of NCUA’s regulations on [date of final]. Unless a federal credit union has adopted bylaws before [date of final] it must adopt these revised Bylaws. [FR Doc. E7–10389 Filed 6–4–07; 8:45 am] BILLING CODE 7535–01–P VerDate Aug<31>2005 15:43 Jun 04, 2007 Jkt 211001 NATIONAL CREDIT UNION ADMINISTRATION 12 CFR Part 701 Chartering and Field of Membership for Federal Credit Unions National Credit Union Administration (NCUA). ACTION: Proposed rule. AGENCY: SUMMARY: The NCUA Board is proposing amendments to its chartering and field of membership manual to update community chartering policies in response to NCUA’s experience with reviewing applications of credit unions seeking community charters. These changes include clarifying the documentation requirements for a local community and adding a public comment procedure for certain types of multiple political jurisdiction community charter applications. DATES: Comments must be postmarked or received by August 6, 2007. ADDRESSES: You may submit comments by any of the following methods (Please send comments by one method only): • Federal eRulemaking Portal: http:// www.regulations.gov. Follow the instructions for submitting comments. • NCUA Web Site: http:// www.ncua.gov/ RegulationsOpinionsLaws/ proposedregs/proposedregs.html. Follow the instructions for submitting comments. • E-mail: Address to regcomments@ncua.gov. Include ‘‘[Your name] Comments on Proposed Rule IRPS 07–1,’’ in the e-mail subject line. • Fax: (703) 518–6319. Use the subject line described above for e-mail. • Mail: Address to Mary F. Rupp, Secretary of the Board, National Credit Union Administration, 1775 Duke Street, Alexandria, Virginia 22314– 3428. • Hand Delivery/Courier: Same as mail address. FOR FURTHER INFORMATION CONTACT: Michael J. McKenna, Deputy General Counsel; John K. Ianno, Senior Trial Attorney; Frank Kressman, Staff Attorney, Office of General Counsel, or Robert Leonard, Program Officer, Office of Examination and Insurance, 1775 Duke Street, Alexandria, Virginia 22314 or telephone (703) 518–6540 or (703) 518–6396. SUPPLEMENTARY INFORMATION: A. History NCUA’s chartering and field of membership policy is set out in NCUA’s Chartering and Field of Membership Manual (Chartering Manual), PO 00000 Frm 00010 Fmt 4702 Sfmt 4702 Interpretive Ruling and Policy Statement (IRPS) 03–1. 68 FR 18333 (Apr. 15, 2003). The policy is set forth in IRPS 03–1 and implements credit union field of membership law under the Federal Credit Union Act. In 2006, NCUA issued amendments to the Chartering Manual chapter on underserved areas. NCUA IRPS 06–1, 71 FR 36667 (Jun. 28, 2006). The Board issued its last comprehensive rulemaking regarding its chartering policy in the spring of 2003. 68 FR 18333 (Apr. 15, 2003). Over the past four years, NCUA’s Field of Membership Taskforce has monitored and reviewed the implementation of IRPS 03–1 and its amendments in an effort to improve consistency and provide a basis for further clarifications and modifications, if necessary. In response to this continued oversight, and requests from the NCUA Board, staff has identified issues that need clarification and are the basis for this proposal. B. Proposed Chartering Manual Changes Chapter 2 Field of Membership Requirements for Community Credit Unions: Section V—Community Charter Requirements. Background In 1998 Congress passed the Credit Union Membership Access Act (‘‘CUMAA’’) and reiterated its longstanding support for credit unions, noting that they ‘‘have the specif[ic] mission of meeting the credit and savings needs of consumers, especially persons of modest means.’’ Public Law 105–219, section 2, 112 Stat. 913 (August 7, 1998). The Federal Credit Union Act (‘‘FCUA’’) grants the NCUA Board broad general rulemaking authority over federal credit unions. 12 U.S.C. 1766(a). In passing CUMAA Congress amended the FCUA and specifically delegated to the Board the authority to define by regulation the meaning of a ‘‘well-defined local community’’ for federal credit union community charters. 12 U.S.C. 1759(g). In developing a working regulatory definition of a local community the Board has been mindful of the statutory language as well as its important responsibility to ensure that it charters safe and sound credit unions that can provide a broad range of financial services to as many people in the community as possible. Since 2000 there has been significant growth in the number of credit unions with community charters. The majority of these have come from conversions of credit unions with single and multiple E:\FR\FM\05JNP1.SGM 05JNP1

Agencies

[Federal Register Volume 72, Number 107 (Tuesday, June 5, 2007)]
[Proposed Rules]
[Pages 30984-30988]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-10389]


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NATIONAL CREDIT UNION ADMINISTRATION

12 CFR Part 701


Federal Credit Union Bylaws

AGENCY: National Credit Union Administration (NCUA).

ACTION: Proposed rule.

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SUMMARY: NCUA is proposing to reincorporate the Federal Credit Union 
(FCU) Bylaws into NCUA regulations. This change clarifies NCUA's 
ability to use a range of enforcement authorities, in appropriate 
cases, to enforce the FCU Bylaws. In addition, NCUA is adding a bylaw 
provision on director succession, an issue it has previously addressed 
in legal opinions, and is revising the introduction to the Bylaws to 
conform it to these changes.

DATES: Comments must be received by August 6, 2007.

ADDRESSES: You may submit comments by any of the following methods 
(Please send comments by one method only):
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     NCUA Web Site: http://www.ncua.gov/
RegulationsOpinionsLaws/proposed_regs/proposed_regs.html. Follow the 
instructions for submitting comments.
     E-mail: Address to regcomments@ncua.gov. Include ``[Your 
name] Comments on FCU Bylaws'' in the e-mail subject line.
     Fax: (703) 518-6319. Use the subject line described above 
for e-mail.
     Mail: Address to Mary Rupp, Secretary of the Board, 
National Credit Union Administration, 1775 Duke Street, Alexandria, 
Virginia 22314-3428.
     Hand Delivery/Courier: Same as mail address.
    Public inspection: All public comments are available on the 
agency's Web site at http://www.ncua.gov/RegulationsOpinionsLaws/
comments as submitted, except as may not be possible for technical 
reasons. Public comments will not be edited to remove any identifying 
or contact information. Paper copies of comments may be inspected in 
NCUA's law library, at 1775 Duke Street, Alexandria, Virginia 22314, by 
appointment weekdays between 9 a.m. and 3 p.m. To make an appointment, 
call (703) 518-6546 or send an e-mail to OGC Mail @ncua.gov.

FOR FURTHER INFORMATION CONTACT: Elizabeth Wirick, Staff Attorney, 
Office of General Counsel, National Credit Union Administration, 1775 
Duke Street, Alexandria, Virginia 22314-3428 or telephone: (703) 518-
6540.

SUPPLEMENTARY INFORMATION:

A. Background

    The Federal Credit Union Act (the Act) requires the NCUA Board to 
prepare bylaws that ``shall be used'' by FCUs and authorizes NCUA to 
enforce FCU Bylaws through charter suspension and liquidation. 12 
U.S.C. 1758, 1766. Until 1982, the FCU Bylaws were incorporated by 
reference in NCUA's regulations. NCUA's authority to enforce bylaw 
violations through less severe administrative remedies then was clear 
because such violations could be viewed as a violation of NCUA's 
regulations, thus enabling NCUA to bring a variety of administrative 
enforcement actions to effect compliance in appropriate cases.
    In 1982, the Bylaws were removed from the regulations as part of a 
general deregulatory effort. At that time, three separate sections of 
NCUA regulations incorporated the FCU Bylaws by reference. 12 CFR 
701.2, 701.3, 701.14 (1982). Another section required NCUA approval of 
any bylaw amendments. 12 CFR 701.4 (1982). NCUA deleted two of the 
sections incorporating the Bylaws by reference, as well as the 
regulation requiring NCUA approval of amendments, in two final rules 
issued in 1982. 47 FR 23685 (June 1, 1982); 47 FR 46249 (Oct. 18, 
1982).
    These rules were one result of a comprehensive review of agency 
regulations NCUA undertook in the early 1980s in an effort to eliminate 
redundant or outdated requirements. The goal of this process was to 
reduce the number and complexity of NCUA regulations and delete 
guidance found in other publications. 47 FR 46249 (Oct. 18, 1982). The 
Bylaws were only one of several items deleted from incorporation by 
reference in the 1982 rules cited above. One of the rules also deleted 
the NCUA Accounting Manual and Data Processing Guidelines from 
incorporation by reference. 47 FR 23685 (June 1, 1982). The other also 
deleted references to chartering procedures contained elsewhere in NCUA 
guidance.

[[Page 30985]]

47 FR 46249 (Oct. 18, 1982). The discussions in the proposed and final 
rules and at the NCUA Board meetings focus on the other provisions in 
the rules, with very little information about the Bylaws. Id.; 47 FR 
23750 (June 1, 1982); 47 FR 23686 (June 1, 1982); 46 FR 48940 (Oct. 5, 
1981); Recordings of NCUA Board Meetings Sept. 24, 1981; May 20, 1982 
and Sept. 23, 1982. The sole comment about the Bylaws available in the 
administrative record is in the preamble to one of the final rules, and 
it states: ``The commenters also were in agreement with NCUA's 
deregulation of charter and bylaw provisions and condensation of 
chartering procedures.'' 47 FR at 46249.
    The Board's 1982 actions resulted in the retention of one section 
incorporating the Bylaws by reference, Sec.  701.2, which was not 
deleted until 1999. 12 CFR 701.2 (1982-1999). Although one of the 1982 
rules deleted other publications incorporated by reference in Sec.  
701.2, while leaving the reference to the Bylaws intact, the proposed 
and final rules do not explain this action. 47 FR 23685 (June 1, 1982); 
46 FR 48490 (Sept. 24, 1981). NCUA deleted Sec.  701.2 as a technical 
amendment in 1999. 64 FR 57363 (Oct. 25, 1999). After reviewing the 
entire record, retention of the incorporation of the bylaws in Sec.  
701.2 appears to have been an oversight.
    When the Bylaws were deregulated in 1982, the rule changes did not 
address the issue of whether the agency would enforce the Bylaws or 
intervene in disputes concerning the Bylaws. NCUA's policy not to 
become involved in bylaw disputes unless the bylaw violation threatens 
the safety and soundness of the credit union or violates a provision of 
the FCU Act or NCUA regulations evolved in various issuances and 
procedures after 1982. Numerous legal opinion letters state this 
policy, as well as NCUA's position that the Bylaws represented a 
contract between a credit union and its members. NCUA's view was that 
state corporate law, if consistent with the Act and NCUA regulations, 
determined disputes regarding the enforcement of bylaw provisions. As a 
result of the deregulation of the bylaws, NCUA's ability to enforce the 
Bylaws, absent a safety and soundness reason, has become problematic.
    NCUA's post-deregulatory policy has sometimes had the effect of 
requiring FCU members to resort to state court action in order to force 
their credit union to abide by its bylaws. While this approach worked 
fairly well for the most part over the years, recently, NCUA has 
learned of cases where members have been unable to use the judicial 
system to enforce rights granted by the Bylaws. While NCUA continues to 
maintain members can enforce the bylaws as a contract, the Board 
recognizes that, in certain circumstances, this remedy may not be 
practical or provide adequate relief due to circumstances such as 
timing and cost.
    As the administrative record demonstrates, the Board did not 
foresee the current challenges members can face in seeking to enforce 
the bylaws when it deregulated the Bylaws in 1982 in an effort to 
eliminate redundancy and maximize flexibility for FCUs. At this time, 
the Board finds reincorporating the bylaws into NCUA's regulations is 
an appropriate step. Reincorporation is the least burdensome way to 
ensure FCUs and their members are aware of NCUA's authority to issue 
and enforce the Bylaws under the Act.
    Congress has provided the Board explicit authority in the Act to 
suspend or revoke the charter of any FCU, or place the FCU into 
involuntary liquidation, for a violation of any provision of its 
bylaws. 12 U.S.C. 1766(b)(1). A charter suspension or liquidation, 
however, is a very extreme remedy and is unlikely to be an appropriate 
remedy for any bylaw violation. The resultant loss of credit union 
service would likely result in far more harm to members than the FCU's 
failure to follow its bylaws.
    NCUA believes the better approach is to reincorporate the Bylaws 
into NCUA's regulations. The Board believes credit unions and their 
members should be able to resolve bylaw disputes without NCUA taking 
administrative action. In those rare cases where disputes cannot be 
resolved, NCUA will have clear authority to use a range of 
administrative actions. This will result in administrative remedies far 
less harsh than a charter suspension or liquidation to effect a credit 
union's compliance with its bylaws.
    Reincorporating the Bylaws into NCUA's regulations imposes no new 
regulatory burden, as all FCUs are already required to have NCUA-
approved bylaws. NCUA publishes form bylaw language and all FCUs have 
adopted some version of the form language. The latest version of the 
Bylaws allows FCUs flexibility wherever possible by providing check-off 
or fill-in-the-blank options that can be adopted without further NCUA 
action. NCUA's regional directors must approve all other bylaw 
amendments. NCUA will approve all proposed bylaw amendments that do not 
conflict with the Act or NCUA regulation and guidance, present a 
potential safety and soundness threat, or restrict members' rights. 
NCUA does not maintain copies of each FCU's bylaws and bylaw 
amendments.
    In considering reincorporation, the Board again thought about 
whether it should continue to prescribe model bylaw language or whether 
it should, as suggested by several commenters during the 2006 Bylaw 
revision process, prescribe only general categories and allow FCUs to 
draft their own bylaws. The Board's concerns with this approach remain 
the potential for confusion and the adoption of illegal bylaw 
provisions. While some previous commenters suggested a categories-style 
rule, others, including credit union employees and credit union legal 
representatives, have indicated that having form Bylaws is an aid and 
is not overly burdensome. Credit union staff members and boards of 
directors know that the Bylaws are a condensation of some requirements 
in the Act, NCUA regulations, and NCUA guidance. For most, the option 
to draft bylaws completely on their own is unattractive because of the 
amount of research required to ensure inclusion of all necessary 
provisions. Also, presumably, NCUA would have to adopt some oversight 
mechanism to prevent adoption of bylaw provisions that are inconsistent 
with statutory and regulatory requirements or present safety and 
soundness concerns. Because NCUA does not now maintain copies of 
individual FCU bylaws or review bylaws in examinations as a matter of 
course, having a category-type regulation would likely result in more 
regulation, not less.
    The Board also considered modeling its bylaw regulation on the 
approach used by the Office of Thrift Supervision (OTS). The OTS has 
detailed regulations listing required bylaw provisions and also 
provides model bylaw language separately. 12 CFR 544.5, 552.5; OTS 
Applications Handbook, Forms 1577, 1508. The model language is mostly a 
restatement of the regulation. Id. Thrifts are not required to adopt 
the model language exactly, and, like FCUs, may also adopt certain 
optional provisions. All amendments, including the model option 
provisions, must be filed with OTS. 12 CFR 544.5(d), 552.6(c). The 
result of the OTS approach is similar to NCUA's. Both federal thrifts 
and FCUs have form bylaw language. Although the regulation permits 
thrifts to adopt their own language rather than the model, drafting 
bylaws that comply with the requirements of the regulation results in 
bylaws nearly indistinguishable from the form bylaws. Both federal 
thrifts and

[[Page 30986]]

FCUs are allowed to select certain options without further agency 
action, but thrifts must file all amendments with OTS. After 
considering the OTS approach, the Board continues to believe that 
incorporating the Bylaws by reference into NCUA's regulations is the 
most expeditious and least burdensome approach.
    The proposed rule will give NCUA authority to enforce bylaw 
violations in certain, limited cases through administrative tools in 
the Act. Incorporating the FCU Bylaws into NCUA's regulations will not 
mean NCUA will become involved as a matter of course in bylaw disputes. 
The Board believes credit union officials and members should be able to 
work together to resolve the vast majority of bylaw and internal 
governance disputes. This was true before 1982 when the Bylaws were 
incorporated by reference in NCUA's regulations and, as was the case 
then, NCUA has no intention of using agency resources to enforce every 
bylaw violation. Furthermore, under the risk-based examination system 
in use for FCUs, examiners do not currently, nor will they under this 
proposed rule, inquire into an FCU's bylaws unless the FCU's management 
raises the issue.
    A credit union's management, however, should not be able to ignore 
the Bylaws unilaterally. Members have a reasonable expectation that 
their credit union will be operated in accordance with its approved 
bylaws. NCUA already has the authority to exercise its administrative 
enforcement authority when a credit union violates the Act or NCUA 
regulations or a threat to the safety and soundness of the institution 
exists. NCUA also believes it should have the ability to institute an 
enforcement action when a bylaw violation poses a threat to 
fundamental, material credit union member rights. These rights are 
those that go to the very heart of the cooperative principles that 
serve as the cornerstone of the credit union system. Specifically, they 
include the right to:
     Maintain a share account;
     Maintain credit union membership;
     Have access to credit union facilities;
     Participate in the director election process;
     Attend annual and special meetings; and
     Petition for removal of directors and committee members.
    It continues to be NCUA's intent that credit unions and their 
members will make every effort to resolve bylaw disputes without NCUA 
intervention. If a bylaw dispute cannot be resolved, however, credit 
union officials or members should contact the regional office with 
jurisdiction for the FCU. Regional offices have substantial experience 
in reviewing and working with credit unions on bylaw disputes, as well 
as proposed bylaw amendments. The regional offices have historically 
assisted credit union officials and members in resolving bylaw and 
internal governance disputes. However, if a matter involves 
fundamental, material credit union member rights, NCUA will have clear 
discretion to take administrative action as warranted. The Board 
believes this is preferable to requiring credit unions and their 
members to resort to the state courts, with the attendant expense, time 
delays and uncertainty regarding bylaw enforceability.

B. Specific Changes to the FCU Bylaws

    NCUA issued an updated and revised version of the FCU Bylaws in 
2006. 71 FR 24551 (April 26, 2006). Because the revised Bylaws were 
issued so recently, NCUA believes another major review is unnecessary 
at this time. The Board believes, however, this rulemaking presents an 
appropriate opportunity to address one particular circumstance 
previously only addressed in legal opinions, namely, the responsibility 
of the Supervisory Committee to assume the responsibilities of the 
board of directors temporarily if, for any reason, an entire board of 
directors is simultaneously removed or unable to serve. See OGC Opinion 
06-0446 (April 27, 2006). This proposed rule adds new provisions to the 
Bylaws clarifying responsibilities and procedures if, for any reason, 
including removal or other inability to serve, an FCU has no remaining 
directors. This proposed rule also revises the introduction to the 
Bylaws to reflect the reincorporation of the Bylaws in the regulations.
    The proposal adds a new Section to Article IX to clarify the 
Supervisory Committee's responsibilities if an FCU has no remaining 
directors. If an entire board of directors resigns, is removed 
simultaneously, or for whatever circumstance is unable to serve, the 
Supervisory Committee has the responsibility to act as a temporary 
board of directors. As has been previously stated in NCUA legal 
opinions, the FCU Bylaws will now provide that, as the temporary board 
of directors, the Supervisory Committee must either schedule a special 
meeting to elect an interim board, or, if the credit union's next 
annual meeting of members will occur within 45 days after the FCU loses 
its directors, must serve as the temporary board until the next annual 
meeting.
    NCUA believes this provision belongs in Article IX, entitled 
``Supervisory Committee,'' because it addresses responsibilities of the 
Supervisory Committee when an FCU has no remaining directors. Several 
other bylaws refer to procedures by which remaining directors can 
replace directors who have been removed or have resigned, but because 
this bylaw addresses the situation where no directors remain and the 
responsibility falls upon the Supervisory Committee, it is placed in 
Article IX.
    The proposal also cross references this new language in Article 
XVI, Section 3, addressing removal of directors by members, and Article 
VI, Section 4, addressing board of director vacancies. These new 
provisions do not automatically become part of any FCU's existing 
bylaws and FCUs are not required to adopt them. In the event a credit 
union does not adopt the new bylaw provisions, NCUA will continue to 
follow the guidance expressed in its prior legal opinion, cited above.
    The NCUA Board has also considered whether to allow more 
flexibility in the Bylaws regarding the number of members necessary to 
request a special meeting as well as the timing for when the meeting is 
held. NCUA's position is that any necessary changes in this area for a 
particular credit union should be handled through the bylaw amendment 
process explained in the introduction to the Bylaws.
    NCUA is also adopting a minor procedural change in an effort to 
streamline the bylaw amendment process even further. NCUA will continue 
to post all bylaw amendment opinion letters on its Web site. Bylaw 
opinion letters issued since the last major revision of the bylaws in 
April 2006 will now include the language for any amendment approved, or 
a link to that language. Credit unions seeking to adopt a bylaw 
amendment using identical language to a previously approved amendment 
must still file the proposed amendment with their Regional Office, but 
will receive notice of the Region's action on their request within 15 
business days. Review of all bylaw amendment requests ensures that an 
amendment approved for one FCU is appropriate for another FCU, but NCUA 
believes this review can be accomplished more quickly when the 
requested amendment is identical to one approved for another FCU.
    Finally, the proposal includes a revised introduction to reflect 
incorporation of the Bylaws in NCUA regulations. The introduction 
retains language explaining how to adopt and amend the bylaws as well 
as additional

[[Page 30987]]

guidance. For bylaw amendments, the introduction now states that FCUs 
seeking a bylaw amendment identical to a previously approved bylaw 
amendment can expect an answer from their Regional Office within 15 
business days of the receipt of the request.

C. Request for Comments

    NCUA seeks comment on the proposal to incorporate the Bylaws in 
NCUA regulations. NCUA specifically requests comments on the standards, 
discussed above, for when it will intervene in bylaw disputes, 
including any other criteria NCUA should consider in determining when 
it will institute an enforcement action regarding the bylaws. Also, 
NCUA specifically requests comment on the ``fundamental, material 
member rights'' discussed above and whether any rights should be added 
to or deleted from this list. Finally, NCUA seeks comments on the 
addition of the director succession bylaw and the revised introduction.

Regulatory Procedures

Regulatory Flexibility Act

    The Regulatory Flexibility Act requires NCUA to prepare an analysis 
to describe any significant economic impact a rule may have on a 
substantial number of small credit unions, defined as those under ten 
million dollars in assets. This proposed rule incorporates the Bylaws 
into NCUA's regulations without imposing any regulatory burden, since 
the FCU Act requires FCUs to adopt NCUA-approved bylaws. The proposed 
rule will not have a significant economic impact on a substantial 
number of small credit unions, and, therefore, a regulatory flexibility 
analysis is not required.

Paperwork Reduction Act

    NCUA has determined that the proposed rule would not increase 
paperwork requirements under the Paperwork Reduction Act of 1995 and 
regulations of the Office of Management and Budget. 44 U.S.C. 3501 et 
seq.; 5 CFR part 1320.

Executive Order 13132

    Executive Order 13132 encourages independent regulatory agencies to 
consider the impact of their actions on state and local interests. In 
adherence to fundamental federalism principles, NCUA, an independent 
regulatory agency as defined in 44 U.S.C. 3502(5), voluntarily complies 
with the executive order. The proposed rule would not have substantial 
direct effects on the states, on the connection between the national 
government and the states, or on the distribution of power and 
responsibilities among the various levels of government. NCUA has 
determined that this proposed rule does not constitute a policy that 
has federalism implications for purposes of the executive order.

The Treasury and General Government Appropriations Act, 1999--
Assessment of Federal Regulations and Policies on Families

    The NCUA has determined that the proposed rule would not affect 
family well-being within the meaning of section 654 of the Treasury and 
General Government Appropriations Act, 1999, Public Law 105-277, 112 
Stat. 2681 (1998).

List of Subjects in 12 CFR Part 701

    Federal credit union bylaws.

    By the National Credit Union Administration Board on May 24, 
2007.
Mary F. Rupp,
Secretary of the Board.

    Accordingly, NCUA proposes to amend 12 CFR part 701 by adding Sec.  
701.2 to read as follows:

PART 701--ORGANIZATION AND OPERATION OF FEDERAL CREDIT UNIONS

    1. The authority citation for part 701 is amended to read as 
follows:

    Authority: 12 U.S.C. 1752(5), 1755, 1756, 1757, 1758, 1759, 
1761a, 1761b, 1766, 1767, 1782, 1784, 1786, 1787, 1789. Section 
701.6 is also authorized by 15 U.S.C. 3717. Section 701.31 is also 
authorized by 15 U.S.C. 1601 et seq.; 42 U.S.C. 1981 and 3601-3610. 
Section 701.35 is also authorized by 42 U.S.C. 4311-4312.

    2. Part 701 is amended by adding Sec.  701.2 to read as follows:


Sec.  701.2  Federal Credit Union Bylaws.

    (a) Federal credit unions must operate in accordance with their 
approved bylaws. The Federal Credit Union Bylaws and any amendments 
approved for specific Federal Credit Unions are hereby incorporated by 
reference pursuant to 5 U.S.C. 552(a)(1) and accompanying regulations. 
Federal credit unions may adopt amendments to their bylaws as provided 
in the bylaws, with the approval of the Board.
    (b) Copies of the Federal Credit Union Bylaws may be obtained at 
http://www.ncua.gov or by request addressed to National Credit Union 
Administration, 1775 Duke Street, Alexandria, VA 22314.
    (c) The National Credit Union Administration may issue revisions or 
amendments of the Federal Credit Union Bylaws from time to time. An 
historic file of amendments or revisions is maintained and made 
available for inspection at the National Credit Union Administration, 
1775 Duke Street, Alexandria, VA 22314.
    (d) Copies of the Federal Credit Union Bylaws are on file with the 
Director, Office of the Federal Register, National Archives and Records 
Service, General Services Administration, Washington, DC 20408. NCUA 
will file the text of any changes in the Federal Credit Union Bylaws 
with the Director, Office of the Federal Register, and publish notice 
of changes in the Federal Register.

    Note: The text of the Federal Credit Union Bylaws does not 
appear in the Code of Federal Regulations.

    3. The Federal Credit Union Bylaws are revised as follows:
    (a) Add the following paragraph at the end of Section 3 of Article 
IX:
    If all director positions become vacant simultaneously, the 
supervisory committee immediately becomes the temporary board of 
directors. The temporary board must call and hold a special meeting to 
elect an interim board at least 7 but no more than 14 days after all 
director positions become vacant. Candidates for the interim board at 
the special meeting may be nominated by petition or from the floor. The 
interim elected board serves until the next annual meeting of members. 
If the next annual meeting has been scheduled and will occur within 45 
days after all director positions become vacant, the temporary board 
may not call a special meeting to elect an interim board and must serve 
until the annual meeting.
    If the next annual meeting has not been scheduled, the temporary 
board may not call a special meeting to elect interim directors if the 
month and day of the previous year's meeting plus 7 days falls within 
45 days after all director positions become vacant. In this case, the 
temporary board will call and hold the next annual meeting within 7 
days before or after the month and day of the previous annual meeting 
and the temporary board must serve until the annual meeting. If an 
interim board is elected and the annual meeting has not been scheduled, 
the interim board must schedule the annual meeting within 7 days before 
or after the month and day of the previous annual meeting.
    The supervisory committee acting as the temporary board may not act 
on policy matters. An interim board elected under this section has the 
same powers as a board elected under the credit union's regular 
election procedures and may act on policy matters.
    (b) Add the following sentence at the end of Section 3 of Article 
XVI:

[[Page 30988]]

    If member votes at a special meeting result in the removal of all 
directors, the supervisory committee immediately becomes the temporary 
board of directors and must follow the procedures in Article IX, 
Section 3.
    (c) Insert the following sentence after the first sentence of 
Section 4 of Article VI:
    If all director positions become vacant simultaneously, the 
supervisory committee immediately becomes the temporary board of 
directors and must follow the procedures in Article IX, Section 3.
    (d) Replace the sixth paragraph of the introduction with the 
following:
    Federal credit unions considering an amendment may find it useful 
to review the bylaws section of the agency Web site, which includes 
Office of General Counsel opinions about proposed bylaw amendments. 
Opinions issued after April 2006 will include the language of approved 
amendments. Even if an amendment has been previously approved, the 
credit union must submit a proposed amendment to NCUA for review under 
the procedure listed above to ensure the amendment is identical. Credit 
unions requesting previously approved amendments will receive notice of 
the regional office's decision within 15 business days of the receipt 
of the request.
    (e) Replace the last paragraph of the introduction with the 
following:
    NCUA has discretion to take administrative actions when a credit 
union is not in compliance with its bylaws. If a potential violation is 
identified, NCUA will carefully consider all of the facts and 
circumstances in deciding whether to take enforcement action. NCUA will 
not take action against every minor or technical violation, but 
emphasizes that it retains discretion to enforce the bylaws in 
appropriate cases, which may include, but are not limited to, safety 
and soundness concerns or threats to fundamental, material credit union 
member rights.
    (f) Replace the first paragraph of the introduction with the 
following:
    Effective date: After consideration of public comment, the National 
Credit Union Administration (NCUA) Board adopted these Bylaws and 
incorporated them by reference in section 701.2 of NCUA's regulations 
on [date of final]. Unless a federal credit union has adopted bylaws 
before [date of final] it must adopt these revised Bylaws.

 [FR Doc. E7-10389 Filed 6-4-07; 8:45 am]
BILLING CODE 7535-01-P