26-2114. BOARD OF DIRECTORS — ELECTION OF DIRECTORS — TERMS — VACANCIES — MEETINGS — RULES. (1) The business and affairs of a credit union shall be managed by a board of no fewer than five (5) and no more than fifteen (15) directors.

(2) The directors must be elected by and from the membership in conjunction with the credit union’s annual membership meeting. They shall hold their offices until their successors are elected or appointed.

(3) Directors shall be elected to terms of between one (1) and three (3) years, as provided in the bylaws. If the terms are longer than one (1) year, the directors must be divided into classes, and an equal number of directors, as nearly as possible, must be elected each year.

(4) Except as provided in subsection (5) of this section, any vacancy on the board must be filled by an interim director appointed by the board, unless the interim director would serve a term of fewer than ninety (90) days. Interim directors appointed to fill vacancies created by expansion of the board will serve until the next annual meeting of members. Other interim directors will serve out the unexpired term of the former director, unless provided otherwise in the credit union’s bylaws.

(5) In the case of a merger between two (2) credit unions pursuant to section 26-2132, Idaho Code, a board member of the merging credit union may continue to serve as a board member of the continuing credit union for a period not to exceed the equivalent of the duration of his or her unexpired term on the board of the merging credit union, provided that the approved plan of merger or other agreement approved by the director provides for such service on the continuing credit union’s board, with a corresponding expansion in the size of the continuing credit union’s board not to exceed the limits under subsection (1) of this section.

(6) (a) The board must have at least six (6) regular meetings each year, with at least one (1) of these meetings held in each calendar quarter. The board meetings must be held in the community of the credit union’s principal place of business within this state. The director may, upon written request of a credit union’s board of directors, authorize a credit union’s board meetings to be held at another location. Written requests from the credit union’s board of directors shall not include holding the credit union’s board meeting outside the state of Idaho unless a majority of the credit union’s membership resides in another state.

(b) The director may require the board to meet more frequently than six (6) times per year if the director finds it necessary in order to address matters the director determines necessitate more frequent meetings including, without limitation, evidence of any of the following:

(i) The credit union’s current composite capital adequacy, asset quality, management, earnings, liquidity, and sensitivity to market risk (CAMELS) rating issued by the director is a "3," "4" or "5";

(ii) The credit union’s current management component CAMELS rating issued by the director is a "3," "4" or "5";

(iii) The credit union’s net worth ratio is less than seven percent (7%);

(iv) The credit union is currently in a troubled condition;

(v) In the judgment of the director, the credit union has committed an unsafe or unsound practice that has not been corrected to the satisfaction of the director and that continues to be a concern to the director, or the credit union is about to commit an unsafe or unsound practice; or

(vi) The credit union has been notified in writing by the director of a significant supervisory or financial concern.

(c) If the director determines, as set forth in paragraph (b) of this subsection, that a board of directors must meet more frequently than as set forth in paragraph (a) of this subsection, the director will send written notice to the board chair, with a copy to the credit union’s manager, setting forth the director’s findings underlying the determination and the required frequency of the board of directors meetings. This notice will remain in effect until rescinded in writing by the director.

History:

[26-2114, added 2018, ch. 165, sec. 6, p. 330; am. 2019, ch. 188, sec. 2, p. 596.]