2013 Maryland Code
FINANCIAL INSTITUTIONS
§ 6-320 - Amendment of bylaws or articles of incorporation -- In general

§6-320.

(a) (1) The board may amend the articles of incorporation only if the members approve the amendment.

(2) (i) Except as provided in subparagraph (ii) of this paragraph, the board may amend the bylaws without approval of the members.

(ii) The board may amend the bylaws only with the approval of the members for any amendment that addresses one of the following subjects:

1. The manner or method by which a meeting of the members can be convened;

2. Quorum requirements for a meeting of the members;

3. The voting rights of members;

4. Except as provided in § 6-303(b) of this subtitle, any change in the field of membership;

5. Requirements for the number, classifications, qualifications, and term of office for directors;

6. Procedures for removing directors;

7. Procedures for filling vacancies on the board; and

8. Any other issue as determined by the Commissioner.

(b) At any meeting of the members, the members may amend the articles of incorporation or, may approve an amendment to the bylaws as provided in subsection (a)(2)(ii) of this section, if:

(1) The notice of the meeting specifies the amendment to be considered; and

(2) Two-thirds of the members present vote for the amendment.

(c) (1) An amendment to the articles of incorporation does not become effective until:

(i) The amendment is approved by the Commissioner in writing no later than 60 days after the date of submission of the proposed amendment, unless the Commissioner and the credit union agree to a longer period of time; and

(ii) A copy of the amendment certified by the Commissioner is filed with the State Department of Assessments and Taxation.

(2) Whether approved only by the board or by the members as required under subsection (a)(2)(ii) of this section, an amendment to the bylaws does not become effective until the amendment is approved by the Commissioner in writing no later than 60 days after the date of submission of the proposed amendment, unless the Commissioner and the credit union agree to a longer period of time.

(d) The action of the Commissioner on the proposed amendment to the articles of incorporation or the bylaws under subsection (c)(1)(i) or (2) of this section shall be based on a finding as to whether or not the proposed amendment:

(1) Is in the best interest of the membership;

(2) Provides means for better service to the membership;

(3) Is in accord with sound credit union practices; and

(4) Exposes the members’ funds to unnecessary risk.

(e) The board shall report an amendment to the members of the credit union no later than the next meeting of the members after the Commissioner approves the amendment.