Iowa Administrative Code › Agency 189 - Credit Union Division › Chapter 12 - Votes of the Membership › Rule 189-12.7 - Specific Voting Requirements to Modify, Amend, or Reverse an Act of the Board of Directors or to Instruct the Board to Take Action

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
Vote of members at meeting.
The majority of members present at
			 any meeting may vote to modify, amend, or reverse any act of the board of
			 directors or instruct the board to take action not inconsistent with the
			 articles of incorporation, the bylaws, or the Iowa credit union Act or
			 administrative rules.
(2)
Subsequent vote of membership.
In order to be binding upon the
			 board of directors, any action taken by the membership to modify, amend, or
			 reverse an act of the board, or to instruct the board to take action, requires
			 an affirmative vote of a majority of all eligible members obtained by
			 submitting the modification, amendment, reversal, or instruction to the members
			 for a vote.
a. After a majority of members
			 present at a meeting have voted to modify, amend, or reverse any act of the
			 board of directors, or to instruct the board to take action not inconsistent
			 with the articles, the bylaws, or the Iowa credit union Act or administrative
			 rules, the board of directors shall meet to determine the method of voting for
			 the membership vote and shall, within 60 days of the date of the meeting where
			 the majority of members voted to modify, amend, or reverse an act of the board
			 of directors, or to instruct the board to take action, submit the issue to all
			 eligible voters of record as of the date of the meeting.
b. The board of directors shall, by majority
			 vote, select the method of voting for the membership vote, in accordance with
			 Iowa Code section 533.203. Each credit union member shall have a meaningful
			 opportunity to vote in a membership vote. The board of directors shall vote to
			 conduct the vote in whole by electronic voting only if all members have access
			 to an electronic voting device. If the number of members who have opted to
			 receive notices electronically is less than all members, the board may provide
			 access to an electronic device in each credit union office for the members to
			 vote electronically in order to satisfy the access requirement. Otherwise, the
			 board shall also conduct the vote in part by mail-in ballot or in person at a
			 meeting held for the purpose of voting, pursuant to the requirements of this
			 rule.
c. If a simple majority of
			 all eligible votes cast are in favor of the amendment, modification, reversal
			 or instruction to take action, the vote of the members taken at the annual or
			 special meeting shall be considered affirmed, and the board of directors shall
			 take immediate action to comply with the directions of the membership. However,
			 if a simple majority of all votes cast are not in favor of the amendment,
			 modification, reversal or instruction to take action, the vote of the members
			 taken at the annual or special meeting is not affirmed, and the prior action of
			 the board of directors shall be considered upheld.