2005 California Financial Code Sections 14100-14103 Article 1. Incorporation and Bylaws

14100.  (a) Credit unions shall be incorporated under the Nonprofit
Mutual Benefit Corporation Law of this state.
   (b) The Secretary of State shall not file the articles of
incorporation of a credit union organized pursuant to subdivision (a)
unless the approval of the commissioner is endorsed thereon.
   (c) The Secretary of State shall not file articles of
incorporation setting forth a name in which "credit union" or related
words appear unless the approval of the commissioner is attached.
This section shall not apply to the articles of any corporation
subject to the California Credit Union Law on which the approval of
the commissioner is endorsed.
14101.  The articles of incorporation of every credit union shall
set forth the following:
   (a) The name of the corporation, which shall include the phrase
"credit union."
   (b) (1) The following statement:
   The purpose of the corporation is to engage in credit union
business and any other lawful activities which are not prohibited to
a credit union by applicable laws or regulations.
   (2) By December 31, 2003, each credit union that immediately prior
to the enactment of this section was authorized to operate as a
credit union shall amend its articles to comply with the provisions
of paragraph (1).  Notwithstanding Section 7813.5 of the Corporations
Code, the amendment of the articles of a credit union as required by
paragraph (1) may be adopted by approval of the board alone.
   (c) The name and address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 8210 of the Corporations Code.
   (d) The names and addresses of five or more persons appointed to
act as initial directors.
14101.2.  (a) The articles shall be signed by each director named in
the articles, acknowledged pursuant to Section 5030 of the
Corporations Code and filed in the office of the Secretary of State.
   (b) Corporate existence shall begin upon the filing of the
articles and shall continue perpetually, unless otherwise expressly
provided by law.
14101.4.  (a) The provisions of Section 14101, except as provided in
subdivision (b) of that section, shall not apply to a credit union
organized prior to January 1, 1981, but the articles of  the credit
union shall continue to be governed by the law applicable as of
December 31, 1980, until an amendment of its articles pursuant to
subdivision (b).
   (b) Except as provided in subdivision (b) of Section 14101, a
credit union organized prior to January 1, 1981, may amend its
articles to conform to Section 14101 except that an initial agent for
service of process shall not be set forth and the names and
addresses of initial directors shall be deleted.  The amendment may
be adopted by the board of directors alone.
14101.6.  (a) Every credit union shall, within 90 days after the
filing of its original articles and annually thereafter during the
applicable filing period in each year, file, in a form prescribed by
the Secretary of State, a statement containing:  (1) the names and
complete business or residence addresses of its chief executive
officers, secretary and chief financial officer; (2) the street
address of its principal office, if any; and (3) the name and address
of a natural person residing in this state who will serve as the
credit union's agent for service of process.  The applicable filing
period for a credit union shall be the calendar month during which
its original articles were filed and the immediately preceding five
calendar months.  The Secretary of State shall mail a form for
compliance with this section to each credit union approximately three
months prior to the close of the applicable filing period.  The form
shall state the due date thereof and shall be mailed to the last
address of the credit union according to the records of the Secretary
of State.  Neither the failure of the Secretary of State to mail the
form nor the failure of the credit union to receive it is an excuse
for failure to comply with this section.
   (b) Whenever any of the information required by subdivision (a) is
changed, the credit union may file a current statement containing
all the information required thereby.  In order to change its agent
for service of process or the address of the agent, the corporation
must file a current statement containing all the information required
by subdivision (a).  Whenever any statement is filed pursuant to
this section, it supersedes any previously filed statement and the
statement in the articles as to the agent for service of process and
the address of the agent.
   (c) An agent designated for service of process pursuant to
subdivision (a) may file a signed and acknowledged written statement
of resignation as such agent.  Thereupon the authority of the agent
to act in such capacity shall cease and the Secretary of State
forthwith shall give written notice of the filing of the statement of
resignation by mail to the credit union addressed to its principal
office.
   (d) If a natural person who has been designated agent for service
of process pursuant to subdivision (a) dies or resigns or no longer
resides in the state,  the credit union shall forthwith file a
designation of a new agent conforming to the requirements of
subdivision (a).
   (e) The Secretary of State may destroy or otherwise dispose of any
statement filed pursuant to this section after it has been
superseded by the filing of a new statement.
   (f) This section shall not be construed to place any person
dealing with the credit union on notice of or in any duty to inquire
about the existence or content of the statement filed pursuant to
this section.
14101.8.  (a) No amendment of the articles of a credit union shall
become effective unless the certificate of amendment or other
instrument setting forth the amendment is filed with the Secretary of
State with the commissioner's approval endorsed thereon.  The
amendment shall become effective upon being filed with the Secretary
of State.  Promptly after the amendment becomes effective, the credit
union shall file with the commissioner a copy of the certificate of
amendment or other instrument certified by the Secretary of State.
   (b) An amendment of the articles set forth in an agreement of
merger that requires the approval of the commissioner shall not be
subject to the provisions of subdivision (a).  An amendment meeting
this criteria shall become effective at the time the merger becomes
effective, pursuant to this division.
14102.  (a) Amendments to the articles of incorporation of any
credit union may be adopted by resolution of the board of directors,
which is also adopted by a vote of a majority of the members of the
credit union present, in person or by proxy, as provided in the
credit union's bylaws, at any regular or special meeting of the
members for which notice of the proposed amendments has been given;
provided, however, that a minimum vote of at least 10 percent of the
entire membership entitled to vote on the question votes in favor of
the amendment and those voting in favor of the amendment constitute a
majority of the members participating in the vote.
   (b) The commissioner may approve the amendment according to the
resolution adopted by the board of directors if approved by less than
10 percent of the entire membership as provided in this section if
the commissioner finds, upon the written and verified application
filed by the board of directors, that (1) notice of the meeting
called to consider the amendment or the ballot for written vote on
the amendment was mailed to each member entitled to vote upon the
question, (2) the notice or ballot disclosed the purpose of the
meeting or the written vote, (3) the notice or ballot informed the
membership that approval of the amendment might be sought pursuant to
this section, and (4) a majority of the votes cast upon the question
were in favor of the amendment.
   (c) Notwithstanding subdivision (a) and Section 7812 of the
Corporations Code, a credit union may amend its articles of
incorporation to change its name with the approval of its board of
directors and without the approval of its members.
14102.2.  (a) No restated articles of a credit union shall become
effective unless the certificate setting forth the restated articles,
with the commissioner's approval endorsed thereon, is filed with the
Secretary of State.  The restated articles shall become effective
upon being filed with the Secretary of State.
   (b) Promptly after the restated articles become effective, the
credit union shall file with the commissioner a copy of the
certificate setting forth the restated articles, certified by the
Secretary of State.
14102.4.  (a) No certificate of correction of a credit union shall
become effective unless the certificate, with the commissioner's
approval endorsed thereon, is filed with the Secretary of State.  The
certificate of correction shall become effective upon being filed
with the Secretary of State.
   (b) Promptly after the certificate of correction becomes
effective, the credit union shall file with the commissioner a copy
of the certificate of correction, certified by the Secretary of
State.
14102.6.  (a) No certificate of revocation by a credit union shall
become effective unless the certificate, with the commissioner's
approval endorsed thereon, is filed with the Secretary of State.  The
certificate of revocation shall become effective upon being filed
with the Secretary of State.
   (b) Promptly after the certificate of revocation becomes
effective, the credit union shall file with the commissioner a copy
of the certificate of revocation, certified by the Secretary of
State.
14103.  The bylaws shall prescribe the manner in which the business
of the credit union shall be conducted with reference to the
following matters:
   (a) The purpose of the credit union.
   (b) The qualification for membership.
   (c) Determination of the month, time and place of the annual
meeting; the manner of conducting meetings; the method by which
members shall be notified of meetings; and the number of members
which shall constitute a quorum.
   (d) The authorized number of directors, the number of directors
necessary to constitute a quorum, and the powers and duties of
officers elected by the directors.
   (e) The membership, powers, and duties of the supervisory
committee.
   (f) The membership, powers, and duties of the credit committee or
if applicable, the general powers, responsibilities and duties of the
credit manager.
   (g) The manner in which the bylaws may be amended.