2019 California Agribusiness Credit Union Special Meeting
Information Regarding Proposed Bylaw Amendments
Members have been mailed Notice of Special Meeting of the Members of California Agribusiness Credit Union, on May 22, 2019. At this meeting the Board of Directors will present the following for the membership to vote on, in person and by proxy: (1) Adoption of the Audit Committee in Lieu of a Supervisory Committee, and (2) Bylaw Amendments, including those to Adopt an Audit Committee in Lieu of a Supervisory Committee.
In order to adopt an Audit Committee in lieu of a Supervisory Committee, the Credit Union is proposing to replace the current verbiage of Article VIII of the Bylaws regarding the Supervisory Committee with the following language regarding the Audit Committee:
SECTION 800. NUMBER OF MEMBERS, QUALIFICATIONS, COMPENSATION.
The audit committee shall consist an odd number of persons not less than three (3) nor more than five (5), each of whom shall be a member of this Credit Union in his or her own right and shall be at least eighteen (18) years of age. Within the foregoing range, the number of audit committee members may be changed by resolution of the Board, in concurrence with the Audit Committee. A copy of such resolution shall be filed with the official copy of the bylaws of the Credit Union. The audit committee may be comprised of both directors and non-directors, provided that no less than a majority of the members of the audit committee at any given time shall be comprised of directors. No member of the audit committee shall serve, as a member of the credit committee, as the credit manager, as the Board Chairperson, or as an employee of the Credit Union. Members of the audit committee may be reimbursed as set forth in Section 14410(b) of the California Financial Code.
SECTION 801. TERM OF OFFICE. Members of the audit committee shall be appointed by a majority vote of the Board of Directors for regular terms of one (1) year or until the appointment and qualification of successors. Members of the audit committee may be removed from service on the audit committee by a majority vote at a duly called meeting of the Board of Directors.
SECTION 802. CHAIRPERSON AND SECRETARY. The Board of Directors shall appoint a chairperson and a secretary of the audit committee. The offices of chairperson and secretary may be held by the same person.
SECTION 803. MEETINGS. The audit committee shall meet when and as frequently as the audit committee determines by a majority vote, but shall meet at least once each quarter.
SECTION 804. VACANCIES. Any vacancy on the audit committee shall be filled by a majority vote of the Board of Directors.
SECTION 805. JOINT MEETINGS. Upon its own initiative or at the request, by a majority vote, of the Board of Directors, the Chairperson of the audit committee shall call a joint meeting of the members of the audit committee and the Board of Directors of this Credit Union. Notice of said meeting shall be transmitted forthwith by the Secretary of this Credit Union.
SECTION 806. POWERS AND DUTIES OF AUDIT COMMITTEE.
The audit committee shall:
- Inspect the securities, cash and accounts of this Credit Union;
- At least once a year, make or cause to be made by an independent auditor of its selection, an audit of the books and records and an examination of the business and affairs of this Credit Union for the year, and to make a full report of its assets and liabilities, receipts and disbursements to the Board of Directors;
- Within one hundred five (105) days after the end of each fiscal year (or within any extended time as may be permitted by the California Department of Business Oversight) cause to be filed with the California Department of Business Oversight the report generated pursuant to subsection (b) above.
- Present such report(s) at the annual meeting of members and to file them with the records of the Credit Union;
- Cause the accounts of members to be verified with the records of the Credit Union from time to time in accordance with such regulations as the California Department of Business Oversight may from time to time promulgate; not less frequently, however, than on an annual basis unless a different period is permitted by regulation;
- Make or cause to be made any supplementary inspections of the securities, cash, assets, and accounts of the Credit Union or audits as it deems necessary, and submit reports of those audits to the Board of Directors;
- Ensure that the Credit Union maintains an effective internal audit program, including a system of internal controls and individuals with sufficient training and experience to adequately and timely review all key areas of the Credit Union’s operations (whether through employees, contractors, or a combination thereof); and
- Review the Credit Union’s policies and control procedures to safeguard against fraud and self-dealing, and to exercise whatever efforts are necessary pursuant to this Section 806 to meet those responsibilities.
Sections 402, 410, 600, 705(d) and 907(a)(3) shall be revised to delete the word “supervisory” or “supervisory committee.” All remaining references to a “supervisory committee” shall be changed to “audit committee.”
In addition, the Board of Directors is proposing to revise the following aspects of the Bylaws:
- Consolidation of member inactivity and expulsion proceedings in Article III of the Bylaws, including revisions to the notice procedure, and deletion of provisions in Article VI regarding expulsion.
- Adding provisions for electronic notices and other communications with members about member meetings and voting.
- Amending elections processes in the Bylaws to make them more explicit.
- Changing the quorum required for Annual Meetings and Special meetings of the members from 50 to 15.
- Including provisions in a new Section 408 regarding record dates for notice and voting at member meetings, in line with the requirements for record dates in the California Corporations Code.
- Amending Section 411 to provide for clarity on how members can introduce noticed agenda items for annual meetings, adding: “Topics for discussion and New Business eligible to be voted upon by the members shall be noticed at the request of the Board of Directors, committees, or persons as provided under Section 402.”
- Adding a new Section 502 to provide for clarity on procedures in the event of problems in the nominations and elections process, including the death or withdrawal of nominees after the close of nominations.
- Clarifying and reordering officer duties and titles under Article VII.
- Adding indemnification provisions.
- Deleting as unnecessary Articles XI, XII, and XV.
- Amending Section 1505 to clarify the application of privacy laws to member access to certain books and records.
- Adding provisions allowing for streamlined Board action in the event it becomes necessary in a local, state, or national emergency or disaster impacting the Credit Union.
- Making grammatical, capitalization, and minor clarifying revisions throughout.
- Renumbering sections accordingly.
Copies of the current Bylaws and Bylaws containing these revisions can be obtained by request.