FCU Bylaws 2019 Update: Board of Directors

Greetings Compliance Friends!

The NAFCU Compliance Team has been tirelessly combing through NCUA’s recent final rule which makes several updates to the FCU model bylaws located in Appendix A to Part 701.  NAFCU previously addressed aspects of the final rule hereand here. The final rule also makes a handful of amendments to Board of Director requirements under Article VI. Notable changes include a new option to appoint a director emeritus, increased flexibility to remove board and committee members who fail to regularly attend board meetings, clarifications on the composition of the board, as well as other minor clarifications that provide flexibility to federal credit unions.

Director Emeritus and Associate Director Roles

NCUA has received requests for guidance on establishing director emeritus and associate director positions since at least 2003. These are general advisory roles whereby individuals may assist the credit union during board meetings and other tasks, but may not vote. NCUA has previously opined that the board has discretion to add such advisory roles under the Federal Credit Union Act. These opinions are now integrated into the bylaws. See e.g., NCUA Legal Opinion Letter 03-1029.


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