Mass. Gen. Laws ch. 171, sec. 13 — MA Code / Part I / Title XXII / Chapter 171 / Section 13
Powers and duties of directors; quorum; removal from office; honorary president; participation in meetings by means of conference telephone or similar electronic communications equipment
Status: in_force

Section 13. The board of directors shall have the general direction of the affairs of the corporation and shall meet not less than once each month. A quorum shall consist of not less than a majority of the directors. If less than a quorum is present, a majority of those present may adjourn the meeting until the next regular meeting or another time prior to the next regular meeting. The board of directors shall act upon all applications for membership and determine the rate of interest to be paid on deposits; provided, however, that the board of directors may delegate such duties. The board of directors may declare dividends as provided in section 29 and shall fill vacancies in the board of directors and committees until the next annual election; provided, however, that the board of directors shall not delegate such duties. The board of directors may authorize the establishment or the discontinuance of deposit accounts. The board of directors shall make recommendations to the members of the credit union relative to the need of amendments to the by-laws and other matters upon which the members should act at any regular or special meeting. The board of directors may borrow money for and on behalf of the credit union as authorized by section 73. The board of directors may, by a 2/3 vote, remove from office for cause an officer or a member of a committee. The board of directors may elect an honorary president, who shall be a member of the credit union; provided, however, that an honorary president shall not be compensated in any way by the credit union. The board of directors may appoint associate directors who shall not be compensated or vote. Unless the articles of organization or by-laws provide that an action required or permitted under this chapter or another provision of the General Laws to be taken by the board of directors shall be taken at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action shall be evidenced by at least 1 written consent describing the action taken, signed by each director and delivered to the credit union by electronic transmission or sent to the address specified by the credit union for that purpose, or to the principal office of the credit union if no address has been specified, addressed to the secretary or other officer or agent having custody of the records of proceedings of the board of directors and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date. A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document. This section shall also apply to committees of the board of directors and the members thereof. Unless the by-laws otherwise provide, a member of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar electronic communications equipment by means of which persons participating in the meeting may simultaneously hear each other, and participation by those means shall constitute presence in person at a meeting. A member may transmit a written authorization that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.

Section 13. The board of directors shall have the general direction of the affairs of the corporation and shall meet not less than once each month. A quorum shall consist of not less than a majority of the directors. If less than a quorum is present, a majority of those present may adjourn the meeting until the next regular meeting or another time prior to the next regular meeting. The board of directors shall act upon all applications for membership and determine the rate of interest to be paid on deposits; provided, however, that the board of directors may delegate such duties. The board of directors may declare dividends as provided in section 29 and shall fill vacancies in the board of directors and committees until the next annual election; provided, however, that the board of directors shall not delegate such duties. The board of directors may authorize the establishment or the discontinuance of deposit accounts. The board of directors shall make recommendations to the members of the credit union relative to the need of amendments to the by-laws and other matters upon which the members should act at any regular or special meeting. The board of directors may borrow money for and on behalf of the credit union as authorized by section 73. The board of directors may, by a 2/3 vote, remove from office for cause an officer or a member of a committee. The board of directors may elect an honorary president, who shall be a member of the credit union; provided, however, that an honorary president shall not be compensated in any way by the credit union. The board of directors may appoint associate directors who shall not be compensated or vote.

Unless the articles of organization or by-laws provide that an action required or permitted under this chapter or another provision of the General Laws to be taken by the board of directors shall be taken at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action shall be evidenced by at least 1 written consent describing the action taken, signed by each director and delivered to the credit union by electronic transmission or sent to the address specified by the credit union for that purpose, or to the principal office of the credit union if no address has been specified, addressed to the secretary or other officer or agent having custody of the records of proceedings of the board of directors and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date. A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document. This section shall also apply to committees of the board of directors and the members thereof.

Unless the by-laws otherwise provide, a member of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar electronic communications equipment by means of which persons participating in the meeting may simultaneously hear each other, and participation by those means shall constitute presence in person at a meeting. A member may transmit a written authorization that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.