HB-6284, As Passed House, November 10, 2004
SUBSTITUTE FOR
HOUSE BILL NO. 6284
A bill to amend 2003 PA 215, entitled
"Credit union act,"
by amending sections 102, 104, 201, 203, 212, 214, 217, 234, 301,
302, 304, 307, 331, 341, 342, 345, 352, 357, 371, 373, 374, 382,
386, 401, 402, 407, and 423 (MCL 490.102, 490.104, 490.201,
490.203, 490.212, 490.214, 490.217, 490.234, 490.301, 490.302,
490.304, 490.307, 490.331, 490.341, 490.342, 490.345, 490.352,
490.357, 490.371, 490.373, 490.374, 490.382, 490.386, 490.401,
490.402, 490.407, and 490.423).
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
1 Sec. 102. As used in this act:
2 (a) "Affiliate" means a person, other than an individual or
3 governmental entity, to which any of the following apply:
4 (i) A credit union directly or indirectly owns or controls a
5 majority of the person's voting shares or other voting ownership
1 interests.
2 (ii) A credit union directly or indirectly owns or controls
3 more than 50% of the number of shares or other ownership
4 interests voted at the most recent election for the election of
5 its directors, trustees, or other individuals who exercise
6 similar functions.
7 (iii) A credit union has the power to directly or indirectly
8 elect a majority of the person's directors, trustees, or other
9 individuals who exercise similar functions.
10 (iv) A majority of a credit union board constitutes a
11 majority of the directors, trustees, or other persons exercising
12 similar functions of the person.
13 (b) "Alien credit union" means a credit union organized under
14 the laws of a country other than the United States.
15 (c) "Bank" means a bank that is organized under the laws of
16 this state, any other state, the District of Columbia, or a
17 territory or protectorate of the United States, or a national
18 banking association chartered by the federal government under the
19 national bank act, chapter 106, 13 Stat. 99, and whose deposits
20 are insured by an agency of the federal government.
21 (d) "Borrower" means a member who obtains a loan from a
22 domestic credit union.
23 (e) "Branch" means a place of business, other than the
24 principal place of business, that is owned or leased by a credit
25 union and where the credit union transacts business authorized by
26 the credit union board.
27 (f) "Commissioner" means the commissioner of the office of
1 financial and insurance
services in the department of consumer
2 and industry services labor and economic growth.
3 (g) "Corporate
credit union" means a domestic credit union
4 described in section 302
whose field of membership
consists
5 primarily of other credit unions.
6 (h) "Credit union" means a domestic or foreign credit union.
7 (i) "Credit union board" means a board of directors, board of
8 trustees, or other governing body of a credit union.
9 (j) "Credit
union service organization" means an
10 organization described
in section 407 a corporation or
other
11 organization that is engaged primarily in providing 1 or more of
12 the products or services described in section 407 to credit
13 unions or their members and that a domestic credit union may
14 organize, invest in, or lend to under section 401(2)(gg).
15 (k) "Debt management" means that term as defined in section 2
16 of the debt management act, 1975 PA 148, MCL 451.412.
17 (l) "Domestic credit union" means a cooperative, nonprofit
18 entity organized under this act for the purposes of encouraging
19 thrift among its members, providing a variety of financial
20 services to its members, and providing an opportunity for its
21 members to use and control their own money on a democratic basis
22 in order to improve their economic and social condition.
23 (m) "Eligibility record date" means a record date that is 1
24 year or more before the adoption of a plan of conversion by a
25 credit union board and is set forth in a plan of conversion for
26 determining eligible members of a converting credit union.
27 (n) "Emergency" means a condition, event, or occurrence that
1 meets both of the following:
2 (i) It has or may interfere with the conduct of normal
3 business operations, or poses an imminent or existing threat to
4 the safety and security of a person or property, at the principal
5 place of business or 1 or more branches of a credit union.
6 (ii) It is the result of a fire, flood, earthquake,
7 hurricane, tornado, wind, rain, snowstorm, labor dispute or
8 strike, power failure, transportation failure, fuel shortage,
9 interruption of a communication facility, shortage of housing,
10 epidemic or other natural or manmade catastrophe, riot, civil
11 commotion, or any other act of lawlessness or violence.
12 (o) "Federal credit union" means a credit union organized
13 under the laws of the United States.
14 (p) "Field of membership" means that term as established
15 under section 352.
16 (q) "Financial institution" means a credit union, bank,
17 savings bank, or savings and loan association.
18 (r) "Foreign credit union" means a credit union organized
19 under the laws of another state or territory of the United States
20 or a federal credit union.
21 (s) "Insolvent" means a credit union that meets either of the
22 following:
23 (i) It is not able to pay its debts and other obligations,
24 including those related to member shares, as they become due.
25 (ii) Its liabilities exceed its assets.
26 Sec. 104. (1) A person shall not use the words "credit
27 union" in its name
or title any assumed names, unless it is 1
1 of the following:
2 (a) A domestic credit union or a foreign credit union.
3 (b) A credit union trade association.
4 (c) A credit union service organization.
5 (d) An organization that is wholly owned by 1 or more
6 domestic credit unions, foreign credit unions, credit union trade
7 associations, or credit union service organizations.
8 (e) A separate segregated fund established under section 55
9 of the Michigan campaign finance act, 1976 PA 388, MCL 169.255,
10 or a political action committee under federal law.
11 (2) A credit union may not use the word "corporate" or the
12 words "corporate central" immediately before the words "credit
13 union" in its name unless it is a corporate credit union
14 organized under this act, the laws of another state or territory
15 of the United States, or the laws of the United States.
16 Sec. 201. (1) The commissioner shall administer the laws of
17 this state relating to credit unions transacting business in this
18 state and shall supervise domestic credit unions, and foreign
19 credit unions other than federal credit unions transacting
20 business in this state. Each domestic credit union shall report
21 its financial condition as required by the commissioner.
22 (2) The commissioner shall charge an annual operating fee to
23 each domestic credit union. All of the following apply to the
24 annual operating fee:
25 (a) Subject to subdivision (d), the commissioner shall
26 establish a fee amount that is sufficient to defray the estimated
27 expenses of the credit union division of the office of financial
1 and insurance services in performing all credit union
2 examinations and the supervision of domestic credit unions.
3 (b) The commissioner shall invoice each domestic credit union
4 for the fee before July 1 of each year and each domestic credit
5 union shall pay the operating fee before July 16 of that year.
6 (c) The commissioner shall compute the fee based on the total
7 assets of the domestic credit union on December 31 of the
8 previous year as shown on the report of the domestic credit union
9 filed with the commissioner under subsection (1).
10 (d) The amount of the fee is the greater of $500.00 or the
11 sum of all of the following:
12 (i) A base fee established by the commissioner of not less
13 than $1.75 $1.00
or more than $3.50 per $1,000.00 of assets up
14 to $500,000.00.
15 (ii) A fee of 40% of the base fee per $1,000.00 of assets
16 greater than $500,000.00 up to $1,000,000.00.
17 (iii) A fee of 30% of the base fee per $1,000.00 of assets
18 greater than $1,000,000.00 up to $5,000,000.00.
19 (iv) A fee of 20% of the base fee per $1,000.00 of assets
20 greater than $5,000,000.00 up to $10,000,000.00.
21 (v) A fee of 10% of the base fee per $1,000.00 for all assets
22 greater than $10,000,000.00.
23 (e) The commissioner shall not require a domestic credit
24 union to pay an operating fee more often than annually.
25 (3) A corporate credit union organized under this act shall
26 pay an operating fee in the same manner as other domestic credit
27 unions, but the fee shall not exceed $50,000.00 annually.
1 (4) Each domestic credit union shall report its financial
2 condition as required by the commissioner. A domestic credit
3 union that fails to file a report with the commissioner when it
4 is due shall pay a fee of $100.00 for each day the report is
5 delinquent. The commissioner may waive the fee for cause. If a
6 delinquency continues for 15 days, the commissioner may revoke
7 the domestic credit union's certificate of approval and take
8 possession of the business and property of the domestic credit
9 union and maintain possession until the commissioner permits it
10 to continue business or involuntarily dissolves the credit union
11 under section 331(3).
12 (5) A domestic credit union that amends its bylaws or
13 certificate of organization shall file the amendment with the
14 commissioner. The commissioner shall not charge a fee for
15 reviewing and approving or disapproving of an amendment under
16 section 303.
17 (6) A domestic credit union shall make all of its accounts,
18 books, and records, in whatever form maintained, available for
19 examination by the commissioner or the commissioner's appointed
20 agent during the normal business hours of the commissioner. A
21 domestic credit union shall do all of the following:
22 (a) Provide the commissioner with a current schedule of the
23 hours during which the domestic credit union is open.
24 (b) Designate an individual to provide access to the credit
25 union records and a substitute for that individual.
26 (c) Provide the commissioner with the current name, address,
27 and telephone number of the individual designated in subdivision
1 (b), and of his or her substitute if the individual is absent.
2 (d) If the credit union processes any of its records at any
3 location other than its principal place of business, provide the
4 commissioner with the current name and address of the person that
5 processes the records.
6 (7) As used in subsection (6), "records" includes audit
7 reports and audit working papers described in section 344 unless
8 privileged by law.
9 Sec. 203. (1) Any hearing or other proceeding pending
10 before the office of financial and insurance services under
11 former 1925 PA 285 before the effective date of this act is
12 transferred to the office of financial and insurance services
13 under this act, and the office of financial and insurance
14 services shall conduct and determine the proceeding as follows:
15 (a) If the commissioner determines that this act establishes
16 an identical or substantially similar proceeding for the conduct
17 or act that was the basis of the proceeding under former 1925 PA
18 285, the office of financial and insurance services shall conduct
19 and determine the proceeding under this act.
20 (b) If the commissioner determines that this act does not
21 establish an identical or substantially similar proceeding for
22 the conduct or act that was the basis of the proceeding under
23 former 1925 PA 285, the office of financial and insurance
24 services shall conduct and determine the proceeding in the manner
25 described in former 1925 PA 285.
26 (2) The office of financial and insurance services shall
27 retain all of its property, credits, books, correspondence,
1 funds, appropriations, records, files, and other papers acquired
2 or retained under former 1925 PA 285.
3 (3) An order or rule
declaratory ruling issued by the
4 commissioner under former 1925 PA 285 that is in effect on the
5 effective date of this act shall continue in effect until
6 modified, suspended, revoked, or repealed by the commissioner.
7 Sec. 212. (1) If in the opinion of the commissioner a
8 director, or officer,
or employee of a domestic credit union,
9 or any other person who participates in the conduct of the
10 affairs of the domestic credit union, has committed any violation
11 of law or rule or of a cease and desist order or other order of
12 the commissioner that has become final, or has engaged or
13 participated in any unsafe or unsound practice in connection with
14 the domestic credit union, or has committed or engaged in any
15 act, omission, or practice that constitutes a breach of fiduciary
16 duty as a director or
officer of that person, and the
17 commissioner determines that the domestic credit union has
18 suffered or will probably suffer substantial financial loss or
19 other damage or that the interests of its members and depositors
20 could be seriously prejudiced by reason of the violation or
21 practice or breach of fiduciary duty, the commissioner may serve
22 upon the director or
officer person a written notice of
23 intention to remove the
that person from office.
24 (2) If in the opinion of the commissioner a director,
25 officer, or other
person is participating employee of a
26 domestic credit union, or another person who participates or has
27 participated in the conduct
of the affairs of a the domestic
1 credit union, and
that person has engaged in conduct or
2 practice with respect to the domestic credit union or another
3 business organization that resulted in substantial financial loss
4 or other damage, or is otherwise unfit to participate in the
5 conduct of the affairs of the domestic credit union, the
6 commissioner may serve upon that person a written notice of
7 intention to remove the person from office or to prohibit the
8 person's further participation in any manner in the conduct of
9 the affairs of the any
domestic credit union.
10 (3) If the commissioner considers it necessary for the
11 protection of a domestic credit union or the interests of its
12 shareholders or depositors that a person served with a notice of
13 intention under subsection (1) or (2) is suspended from office or
14 prohibited from further participation in any manner in the
15 conduct of the affairs of the domestic credit union, the
16 commissioner may serve upon that person a written notice
17 suspending him or her from office or prohibiting him or her from
18 further participation in any manner in the conduct of affairs of
19 the domestic credit union. A suspension or prohibition is
20 effective upon service of the notice and unless stayed by a court
21 in a proceeding under section 213 remains in effect until the
22 administrative proceedings against the person are completed and
23 the commissioner dismisses the charges specified in the notice,
24 or until the effective date of the order if an order of
25 suspension or prohibition is issued. The commissioner shall also
26 serve a copy of the notice on the domestic credit union.
27 (4) A notice of intention to remove a person from office or
1 to prohibit participation in the conduct of the affairs of a
2 domestic credit union shall contain a statement of the facts
3 constituting grounds for the removal, and fix a time and place
4 for a hearing. Except as otherwise approved by the commissioner,
5 the hearing shall be held not earlier than 30 days nor later than
6 60 days after the date of service of the notice. The failure of
7 a person to appear at the hearing in person or by a duly
8 authorized representative is consent to the issuance of an order
9 of removal or prohibition. If the person consents, or if after
10 the hearing the commissioner finds that any grounds specified in
11 the notice have been established, the commissioner may issue an
12 order of suspension or removal from office, or prohibition from
13 participation in the conduct of the affairs of the domestic
14 credit union, as appropriate. An order based on the finding of
15 the commissioner is effective on the thirty-first day after
16 service on the domestic credit union and the person concerned.
17 An order by consent is effective at the time specified in the
18 order. An order is effective and enforceable unless it is
19 stayed, modified, terminated, or set aside by the commissioner or
20 a reviewing court.
21 Sec. 214. (1) If a person participating in the conduct of
22 the affairs of a domestic credit union is charged in any
23 information, indictment, warrant, or complaint by a county,
24 state, or federal authority with the commission of, or
25 participation in, a felony involving dishonesty or breach of
26 trust, the commissioner may by written notice served on the
27 person suspend the person from office or prohibit the person from
1 further participation in any manner in the conduct of the affairs
2 of the domestic credit union. The commissioner shall also serve
3 a copy of the suspension or prohibition on the domestic credit
4 union. A suspension or prohibition is in effect until the
5 information, indictment, warrant, or complaint is finally
6 disposed of or until terminated by the commissioner.
7 (2) If a
judgment of conviction with respect to the an
8 offense described in
subsection (1) is entered against the a
9 person, and when after
the judgment is not subject to further
10 appellate review, the commissioner may issue an order removing
11 the person from office or prohibiting the person from further
12 participation in the
conduct of the affairs of the any domestic
13 credit union. without
the consent of the commissioner. The If
14 an order described in this subsection is issued, the person must
15 obtain the prior consent of the commissioner before participating
16 in any manner in the conduct of the affairs of any domestic
17 credit union.
18 (3) A person is removed
from office as a director or
19 officer of the
domestic credit union under
subsection (2) is
20 removed when a copy of the order is served upon the domestic
21 credit union.
22 (4) A finding of not guilty or other disposition of the
23 charge does not preclude the commissioner from instituting
24 proceedings to suspend or
remove the a person from office or to
25 prohibit further participation in the affairs of a domestic
26 credit union affairs under
section 212(1), (2), or (3).
27 Sec. 217. (1) A person who is the subject of an outstanding
1 and effective notice or final order for a violation of section
2 212(1), (2), or (3), section 214, or for a violation of any other
3 law of this state that contains a grant of enforcement powers to
4 the commissioner or the office of financial and insurance
5 services, shall not do any of the following:
6 (a) Participate in any manner in the conduct of the affairs
7 of the domestic credit union involved other than voting as an
8 individual member of the domestic credit union.
9 (b) Serve or act as a
director, officer, an official or
10 employee of any domestic credit union.
11 (2) A person who violates subsection (1) is guilty of a
12 misdemeanor punishable by imprisonment for not more than 1 year
13 or a fine of not more than $5,000.00, or both.
14 (3) A person who willfully or intentionally violates any
15 provision of this act for which specific punishment is not
16 provided under this act is guilty of a misdemeanor and shall be
17 imprisoned for not more than 6 months or shall be fined not less
18 than $500.00 or more than $5,000.00, or both.
19 Sec. 234. (1) Except as provided in subsection (3), a
20 transfer of or lien on the property or assets of a domestic
21 credit union is voidable by a receiver appointed under this part
22 if the transfer or lien is 1 or more of the following:
23 (a) Made or created within 1 year before the date the
24 domestic credit union is
ordered in into receivership if the
25 receiving transferee or lien holder was at the time an
26 affiliate, officer,
director, official or
employee of the
27 domestic credit union or an affiliate of the domestic credit
1 union.
2 (b) Made or created on or within 90 days before the date the
3 domestic credit union is ordered in receivership with the intent
4 of giving to a creditor or depositor, or enabling a creditor or
5 depositor to obtain, a greater percentage of the claimant's debt
6 than is given or obtained by another claimant of the same class.
7 (c) Accepted after the domestic credit union is ordered in
8 receivership by a creditor or depositor having reasonable cause
9 to believe that a preference will occur.
10 (d) Voidable by the domestic credit union and the domestic
11 credit union may recover the property transferred or its value
12 from the person to whom it was transferred or from a person who
13 has received it, unless the transferee or recipient was a bona
14 fide holder for value before the date the domestic credit union
15 was ordered in receivership.
16 (2) A person acting on behalf of the domestic credit union,
17 who knowingly has participated in implementing a voidable
18 transfer or lien, and each person receiving property or the
19 benefit of property of the domestic credit union as a result of
20 the voidable transfer or lien, is personally liable to the
21 receiver for the property or benefit received.
22 (3) A receiver appointed under this part shall not void an
23 otherwise voidable transfer under this section if any of the
24 following apply:
25 (a) The transfer or lien does not exceed the value of
26 $1,000.00.
27 (b) The transfer or lien was received in good faith by a
1 person who gave value and who is not a person described in
2 subsection (1)(a).
3 (c) The transfer of lien was intended by the domestic credit
4 union and the transferee or lien holder as, and in fact
5 substantially was, a contemporaneous exchange for new value given
6 to the domestic credit union.
7 (4) As used in this section, "preference" means a transfer or
8 grant of an interest in the property or assets of the domestic
9 credit union that is either of the following:
10 (a) Made or incurred with the intent to hinder, delay, or
11 defraud an entity to which, on or after the date that the
12 transfer or grant of interest was made, the domestic credit union
13 was or became indebted.
14 (b) Made or incurred for less than a reasonably equivalent
15 value in exchange for the transfer or grant of interest if the
16 domestic credit union was insolvent on the date that the transfer
17 or grant of interest was made or became insolvent as a result of
18 the transfer or grant of interest.
19 Sec. 301. (1) Seven individuals, a majority of whom are
20 residents of this state and all of whom are within the proposed
21 field of membership of the domestic credit union, may file an
22 application to organize a domestic credit union under this act.
23 This subsection does not apply to the organization of a corporate
24 credit union under this act.
25 (2) A domestic credit union is organized in the following
26 manner:
27 (a) The applicants shall file an application in the form
1 prescribed by the commissioner. The application shall contain
2 all of the following information:
3 (i) The name and all proposed trade assumed
names of the
4 domestic credit union.
5 (ii) The location of the principal place of business and any
6 initial branches of the domestic credit union.
7 (iii) The names and addresses of the applicants and the
8 number of shares subscribed by each.
9 (iv) The par value of the shares of the domestic credit
10 union. The par value of a share shall not exceed $100.00.
11 (v) The proposed field of membership.
12 (vi) Any other information required by the commissioner.
13 (b) The applicants shall deliver the application to the
14 commissioner, with an application fee in an amount established by
15 the commissioner.
16 (c) Within 60 days after receipt of an application or the
17 last amendment or supplement to the application, the commissioner
18 shall do all of the following:
19 (i) Examine the information contained in the application and
20 conduct any investigation the commissioner considers necessary
21 pertaining to the organization of the new domestic credit union.
22 (ii) Determine whether the organization of the proposed
23 domestic credit union will benefit its members.
24 (iii) Determine whether a federal agency authorized to insure
25 share and deposit accounts has issued a firm commitment to
26 provide that insurance for the domestic credit union.
27 (iv) Determine whether organization of the domestic credit
1 union is consistent with the purposes of this act.
2 (v) Approve or disapprove the proposed field of membership
3 only on the basis of safety and soundness.
4 (d) The commissioner approves or disapproves of the
5 organization of the domestic credit union.
6 (e) If the commissioner approves, he or she issues a
7 certificate of approval.
8 (3) The decision to approve or disapprove of the organization
9 of a domestic credit union under subsection (2) is discretionary
10 with the commissioner. The commissioner shall notify the
11 applicants of his or her decision. If the commissioner approves,
12 he or she shall issue a certificate of organization and approved
13 bylaws of the domestic credit union. If all of the organizers
14 sign the certificate of organization and adopt the bylaws and
15 return the certificate of organization and bylaws to the
16 commissioner, the commissioner shall issue the certificate of
17 approval authorizing the commencement of business. If the
18 commissioner disapproves, he or she shall state the reasons for
19 the decision and the applicant may request a hearing to
20 reconsider the decision before the commissioner within 30 days
21 after the mailing of a copy of the decision to the applicants.
22 Within 10 days after receipt of a request for a hearing to
23 reconsider, the commissioner shall set a date for the hearing
24 that is within 60 days after the date the request was received.
25 If the commissioner does not approve the organization of the
26 domestic credit union after the hearing to reconsider, the
27 applicants may file an appeal of the commissioner's decision in
1 the circuit court for the county stated in the application as the
2 location of the principal office of the domestic credit union or
3 in the circuit court for Ingham county within 30 days after the
4 date of mailing by certified mail of a copy of the decision to
5 the applicants. If the applicants appeal to the circuit court,
6 the commissioner shall retain the exhibits introduced at the
7 hearing and shall forward them to the circuit court. The
8 applicants shall pay the cost of preparation of the
9 stenographer's record of the hearing to reconsider.
10 (4) If a certificate of approval authorizing a domestic
11 credit union to commence business is issued under subsection (2),
12 the domestic credit union is organized for purposes of this act.
13 (5) The commissioner shall retain the original certificate of
14 organization and the original bylaws. The commissioner shall
15 deliver the certificate of approval and a copy of the approved
16 bylaws to the domestic credit union.
17 (6) The commissioner shall prescribe the form of the
18 certificate of organization and the bylaws and shall furnish them
19 upon request to a domestic credit union or a person who is
20 considering organization of a domestic credit union.
21 Sec. 302. Two or more credit unions may file an application
22 to organize a corporate
credit union in this state whose field
23 of membership is
composed primarily of credit unions under
this
24 act.
25 Sec. 304. (1) A domestic credit union may change the
26 location of its principal place of business within this state if
27 it provides the commissioner with written notice at least 30 days
1 before the change of location.
2 (2) A domestic credit union shall file the address of the
3 principal place of
business and the name of the treasurer and
4 general manager names and titles of the officials and senior
5 management employees of the domestic credit union with the
6 commissioner on a form prescribed by the commissioner. If the
7 address of the
principal place of business or the name of the
8 treasurer or general
manager name or title of an
official or
9 senior management employee of a domestic credit union changes,
10 the credit union shall
provide the commission commissioner with
11 written notice of the change within 3 business days after the
12 change.
13 (3) A domestic credit union may establish and maintain
14 branches. The credit union shall provide written notice to the
15 commissioner of the location of a branch before establishing the
16 branch.
17 (4) A domestic credit union and 1 or more domestic or foreign
18 credit unions or other financial organizations may establish and
19 maintain service centers. One or more of the financial
20 organizations that establish a service center may operate the
21 service center, or the financial organizations organizing the
22 service center may contract with another person to operate the
23 service center. A domestic credit union may refer to a service
24 center as a branch.
25 (5) Subject to all of the following, a domestic credit union
26 may adopt or change 1 or
more trade assumed names:
27 (a) The domestic credit union shall give written notice of
1 the a proposed trade assumed name
to the commissioner at
2 least 30 days before
using the trade assumed name.
3 (b) The commissioner may deny a domestic credit union the
4 right to use a given
trade an assumed name or terminate a
5 credit union's right to
use a trade an assumed name if the
6 commissioner determines that the assumed name is confusing or
7 misleading or for any other reason.
8 (c) A domestic credit
union using a trade an assumed name
9 shall clearly and
conspicuously disclose the legal name of the
10 credit union and the trade
assumed name in all signs,
11 advertising, mailings, and similar materials and shall clearly
12 and conspicuously
disclose the trade assumed name and the
13 legal name of the credit union in all legal documents,
14 certificates of deposit, signature cards, loan agreements,
15 account statements, checks, drafts, and other similar documents.
16 (d) A trade An
assumed name may not contain the phrase
17 "credit union".
18 Sec. 307. (1) If a domestic credit union files a suspicious
19 activity report with an agency of the federal government, the
20 credit union shall also within 24 hours file a copy of the
21 suspicious activity report with the department of state police.
22 (2) A domestic credit union may file the suspicious activity
23 report with the department of state police under subsection (1)
24 in any manner allowed by federal law or regulation or in any
25 other manner acceptable to the department of state police.
26 (3) Except for a
violation of section 5318(g) of title 31
27 of the United States
Code, 31 U.S.C. 5318 31 USC
5318(g), a
1 domestic credit union or a
director, officer an official,
2 employee, or agent of the domestic credit union is not liable in
3 any civil or governmental action for filing a copy of a
4 suspicious activity report under this section or failing to
5 notify an account holder or any other person of the filing.
6 Sec. 331. (1) A domestic credit union may voluntarily
7 dissolve under subsection (2) or be involuntarily dissolved under
8 subsection (3).
9 (2) A domestic credit union may voluntarily dissolve if all
10 of the following are met:
11 (a) At least 30 days before the vote described in subdivision
12 (b), the credit union board mails a notice to each member of the
13 domestic credit union that it is considering dissolution. The
14 credit union board shall not include the notice with any other
15 mailing sent to the member. The notice shall include all of the
16 following:
17 (i) A brief explanation of why the board is considering
18 dissolution.
19 (ii) A brief summary of the major positive and negative
20 effects of the proposed dissolution.
21 (iii) A request for written comments on the proposed
22 dissolution.
23 (b) By an affirmative vote of 2/3 of all of the directors
24 entitled to vote, the credit union board approves of a plan of
25 dissolution and submits the plan and any member comments to the
26 commissioner for preliminary review.
27 (c) Before the vote of the members under subdivision (g), the
1 commissioner reviews the dissolution plan and any member comments
2 on the dissolution plan and grants preliminary approval. The
3 commissioner shall grant preliminary approval of the dissolution
4 plan only if the commissioner is satisfied of all of the
5 following:
6 (i) The dissolution plan adequately discloses to the members
7 information concerning the advantages and disadvantages of the
8 proposed dissolution.
9 (ii) The dissolution does not circumvent a pending
10 supervisory action that is initiated by the commissioner or
11 another regulatory agency because of a concern over the safety
12 and soundness of the domestic credit union.
13 (iii) The dissolution plan does not provide any official or
14 employee of the domestic credit union with any remuneration or
15 other economic benefit in connection with the dissolution of the
16 domestic credit union.
17 (d) If the commissioner grants preliminary approval under
18 subdivision (c), the credit union board shall call a special
19 meeting of the members to vote on the dissolution plan and mail
20 to each member notice of the meeting and proposed dissolution 90
21 days and 60 days before the date of the special meeting. Each
22 notice shall include all of the following:
23 (i) A summary of the positive and negative effects of the
24 proposed dissolution.
25 (ii) A statement that the directors officials
and employees
26 will not receive any remuneration or other economic benefit in
27 connection with the dissolution of the domestic credit union.
1 (iii) A statement that any interested person may obtain more
2 detailed information about the dissolution from the domestic
3 credit union at its principal place of business or by any method
4 approved in advance by the commissioner.
5 (iv) A statement that the credit union board may
6 substantively amend the proposed plan of dissolution before the
7 special meeting based on comments from regulatory authorities or
8 any other reason and that the credit union board may terminate
9 the proposed plan of dissolution.
10 (v) Instructions for obtaining a copy of the dissolution
11 plan.
12 (vi) The date of the special meeting and a statement that the
13 vote on the dissolution will close on that date.
14 (vii) Any other information required by the commissioner.
15 (e) Thirty days before the special meeting of the members,
16 the credit union board mails a notice of the meeting and proposed
17 dissolution. The notice shall include all of the information
18 described in subdivision (d) for the 90-day and 60-day notices
19 and shall include the date, time, and place of the special member
20 meeting, a ballot and postage-paid return envelope, and a summary
21 of the methods permitted for casting votes.
22 (f) If the plan of dissolution is substantively amended by
23 the credit union board, at least 30 days before the vote of the
24 members on the plan the credit union board shall mail a notice to
25 each member. The notice shall contain the information concerning
26 the amended plan of dissolution that is described in subdivision
27 (d) for a notice under that subdivision.
1 (g) At a special meeting of members, the members approve of
2 the dissolution and the plan of dissolution by a 2/3 vote of
3 members voting. to
approve of the dissolution and the plan of
4 dissolution. A member may vote in person or by mail. With the
5 prior approval of the commissioner, a domestic credit union may
6 accept member votes by an alternative method that is reasonably
7 calculated to ensure each member has an opportunity to vote.
8 (h) The domestic credit union files with the commissioner all
9 of the following:
10 (i) Certified copies of records of all proceedings held by
11 the credit union board and members of the domestic credit union.
12 (ii) Copies of member comments submitted to the domestic
13 credit union under subdivision (a)(iii).
14 (iii) If that consent or approval is required, a certified
15 copy of the consent or approval of a federal regulatory
16 authority.
17 (i) If subdivisions (a) through (h) are met and the
18 commissioner determines that the notices to members were
19 accurate, timely, and not misleading and that conduct of the vote
20 on the dissolution plan was fair and lawful, the commissioner
21 shall approve the dissolution and the credit union board may
22 implement the dissolution plan.
23 (3) If the commissioner determines that a domestic credit
24 union is insolvent or revokes the domestic credit union's
25 certificate of organization under section 201(4), the
26 commissioner may involuntarily dissolve the domestic credit union
27 and either appoint a receiver under part 2 of article 2 or
1 appoint a conservator under part 3 of article 2.
2 Sec. 341. (1) The organizers shall hold an organizational
3 meeting of a domestic credit union organized under this act. The
4 organizational meeting of the domestic credit union is the first
5 annual meeting of the members required under section 351.
6 (2) Each member of the credit union board of a domestic
7 credit union shall be a member of the domestic credit union. The
8 bylaws shall establish the number of directors, but a credit
9 union board must consist of 5 or more individuals. A director
10 shall hold office for the term established in the bylaws and
11 until a successor takes office.
12 (3) If the bylaws of a domestic credit union provide for a
13 credit committee or a supervisory committee, that committee shall
14 consist of 3 or more individuals and may have alternate committee
15 members, as established in the bylaws, each of whom is a member
16 of the domestic credit union. The bylaws shall provide whether
17 the credit union board may appoint or the members may elect
18 committee members and their terms of office and the duties of the
19 committee. Except as provided in section 345, a current
20 director, officer, loan officer, credit committee member, or
21 other employee of the domestic credit union shall not serve on
22 the supervisory committee.
23 (4) If the bylaws of a domestic credit union do not provide
24 for a credit committee or a supervisory committee, the credit
25 union board shall perform the duties of the credit committee or
26 the supervisory committee or delegate those duties as it
27 considers advisable.
1 (5) A corporate credit union organized under this act shall
2 have at least 1 member of the credit union board, the supervisory
3 committee, if any, and the credit committee, if any, who is a
4 resident of this state.
5 (6) A domestic credit union shall provide the commissioner
6 with a record of the names and addresses of the members of the
7 credit union board and the members of the credit and supervisory
8 committees, if any, within 30 days after their election.
9 (7) If the commissioner considers it appropriate, the
10 commissioner may call a meeting of the credit union board, for
11 any purpose, by giving a notice of the time, place, and purpose
12 of the meeting at least 3 days prior to the meeting to the
13 directors. The commissioner shall deliver the notice to their
14 last known addresses as shown by the books of the domestic credit
15 union.
16 (8) Each individual elected or appointed to serve as a
17 director, credit supervisory
committee member, or supervisory
18 credit committee member of a domestic credit union, or as a
19 member of any other committee that performs significant ongoing
20 functions relating to the ongoing operations of the domestic
21 credit union, shall meet all of the following criteria:
22 (a) He or she is a member of the domestic credit union, in
23 good standing according to reasonable criteria established by the
24 credit union board.
25 (b) He or she is acceptable as a bonding risk by a bonding
26 company licensed to do business in this state.
27 (c) He or she has not been removed as a director, officer,
1 committee member, or employee of a financial institution by a
2 federal regulator, a state regulator other than the commissioner,
3 or a court of competent jurisdiction.
4 (d) The commissioner has not removed him or her as a
5 director, officer, committee member, or employee of a credit
6 union, financial institution, or other legal entity pursuant to
7 the commissioner's enforcement powers under any law of this
8 state.
9 (e) He or she has not been convicted within the preceding 20
10 years of a crime involving dishonesty or breach of trust.
11 (f) He or she is not habitually negligent in paying his or
12 her financial obligations as determined by criteria reasonably
13 established by the credit union board.
14 (g) He or she has not been convicted by a court of competent
15 jurisdiction of a violation, or found in violation by a court of
16 competent jurisdiction or the commissioner, of any law of this
17 state enforced or administered by the commissioner.
18 (9) If an individual
no longer meets any 1 or more of the
19 requirements of subsection (8) while serving as a director,
20 credit supervisory committee member, or supervisory
credit
21 committee member of a domestic credit union, or as a member of
22 any other committee that performs significant ongoing functions
23 relating to the ongoing operations of the domestic credit union,
24 he or she is immediately removed from that office without further
25 action of the members or credit union board and the domestic
26 credit union shall appoint or elect a replacement to fill the
27 vacancy in the manner described in the bylaws.
1 Sec. 342. (1) At its first meeting, the credit union board
2 shall elect from the credit union board members a chairperson,
3 vice-chairperson, treasurer, and secretary. An individual may
4 serve as both treasurer and secretary. A credit union may refer
5 to these officers by different titles. The credit union shall
6 establish the duties of all of the officers of the credit union
7 in its bylaws.
8 (2) A credit union board has general management of the
9 affairs of the domestic credit union. The credit union board has
10 the authority and responsibility for the general direction of the
11 business affairs, funds, and records of the domestic credit union
12 and is responsible for maintaining its safety and soundness. The
13 duties of the credit union board include, but are not limited to,
14 the duties described in subsection (3) or (4).
15 (3) The credit union board shall perform all of the following
16 duties, which the credit union board may not delegate to another
17 person or committee:
18 (a) Except as provided in section 345(3), filling a vacancy
19 on the board until a successor is elected by the members.
20 (b) Establishing the maximum individual shareholdings of
21 members.
22 (c) Establishing the maximum amount of secured and unsecured
23 loans made by the domestic credit union, subject to section
24 423(12) and any limitations under the bylaws of the domestic
25 credit union adopted and approved by the commissioner.
26 (d) Employing a general manager and fixing his or her
27 compensation.
1 (e) Approving an annual operating budget.
2 (f) Acquiring, selling, or encumbering real property.
3 (g) Appointing special committees as the board deems
4 necessary.
5 (h) Borrowing money under section 401(2)(j).
6 (i) Fixing the amount of the surety bonds for all officers
7 and employees handling money.
8 (j) Determining the par value of shares under section 301.
9 (k) Recommending changes in the bylaws to the members.
10 (l) Specifying forms and procedures for applications for
11 membership and set criteria for use in determining whether to
12 accept an applicant into membership.
13 (m) Adopting investment policies.
14 (n) Adopting other policies necessary for the operation of
15 the domestic credit union.
16 (o) Establishing the titles of the officers holding the
17 positions described in this section. The credit union board
18 shall not establish any misleading titles for officers.
19 (p) Meeting at least once every 62 days and at least 9 times
20 each calendar year, in person or by means of electronic
21 communication devices that enable all participants in a meeting
22 to communicate simultaneously with each other.
23 (q) Performing any other duties required by the members.
24 (4) A credit union board shall perform, or delegate to the
25 general manager of the domestic credit union according to
26 guidelines established by the credit union board that may include
27 the authority to further delegate 1 or more duties, all of the
1 following duties:
2 (a) Approving, disapproving, or otherwise acting on
3 applications for membership.
4 (b) Determining the interest rates on loans and on deposits.
5 (c) Hiring employees other than the general manager and
6 fixing their compensation.
7 (d) Making and selling investments according to investment
8 policies adopted by the board.
9 (e) Designating 1 or more depositories for funds.
10 (f) Establishing procedures to implement policies of the
11 credit union board.
12 (g) Establishing internal controls as necessary.
13 (h) Determining the amount of a dividend after providing for
14 any required reserves and declaring the dividend.
15 (5) A credit union board may do any of the following:
16 (a) By resolution, designate a general manager and define his
17 or her duties.
18 (b) Appoint an executive committee that consists of not fewer
19 than 3 directors. An executive committee may act on any matter
20 specifically authorized by the board.
21 (c) Remove a director by a 2/3 vote of the credit union
22 board, for cause or for any reason set forth in the bylaws. In
23 addition to removal under section 341(9), the domestic credit
24 union's bylaws may also provide for immediate removal of a
25 director from that office without further action of the members
26 or credit union board if 1 or more events specified in the bylaws
27 occur.
1 (d) If the domestic credit union does not have a supervisory
2 committee, remove a credit committee member by a 2/3 vote of the
3 credit union board.
4 (e) If there is no supervisory committee, suspend a member of
5 the credit union board by a 2/3 vote of the credit union board.
6 If a member of the credit union board is suspended under this
7 subdivision or section 345(2), the remaining directors shall
8 report the suspension and the cause for the suspension to the
9 commissioner within 3 days and shall call a special members'
10 meeting that shall take place not less than 7 or more than 45
11 days after the suspension. At the special members' meeting, the
12 remaining directors shall report the cause for the suspension,
13 the suspended director has the right to be heard, and the members
14 shall decide whether to sustain or reverse the action of the
15 supervisory committee or the credit union board. If the members
16 sustain the action, they shall replace the suspended board member
17 at the special members' meeting. If a supervisory committee
18 suspends a majority of the credit union board under section
19 345(2), the remaining board members have general management of
20 the affairs of the domestic credit union until the suspended
21 board members are reinstated or replaced at the special members'
22 meeting.
23 (f) Suspend or remove a member of the supervisory committee
24 for failure to perform his or her duties in accordance with this
25 act, the certificate of organization, or the bylaws by a 2/3 vote
26 of the credit union board.
27 (g) By a majority vote, suspend or remove any officer from
1 his or her duties as an officer.
2 (6) A member of
the credit union board or of the credit or
3 An individual elected or appointed to serve as a director,
4 supervisory committee ,
if any member, or credit committee
5 member of a domestic credit union, or as a member of any other
6 committee that performs significant ongoing functions relating to
7 the ongoing operations of the domestic credit union, shall not
8 receive compensation for his or her service as a board or
9 committee member.
10 (7) If a loan made to or cosigned, endorsed, or guaranteed by
11 a director or a member of the supervisory, credit, or other
12 committee is more than 2 months delinquent, the individual is
13 automatically removed from his or her position as director or
14 committee member and he or she is ineligible to serve as a
15 director or committee member for 2 years. The commissioner may
16 waive the application of this provision in a given situation if
17 the commissioner determines that it is in the best interests of
18 the domestic credit union to do so.
19 (8) A majority of the credit union board constitutes a quorum
20 for the transaction of business.
21 (9) Unless specifically prohibited by the bylaws, if this act
22 requires or allows a credit union board to take an action at a
23 meeting, the board may take that action without a meeting if a
24 consent in writing setting forth the action taken is signed by
25 all of the directors entitled to vote on that matter. A written
26 consent under this subsection shall contain 1 or more written
27 approvals, each of which sets forth the action taken and bears
1 the signature of 1 or more directors. The directors shall
2 deliver their signed approvals to the secretary, and he or she
3 shall file them in the corporate records of the domestic credit
4 union. An action taken by written consent under this subsection
5 is effective when all the directors have approved the consent
6 unless the consent specifies a different effective date. A
7 consent signed by all the directors has the same effect as a
8 unanimous vote, and the domestic credit union may represent that
9 the action was approved by a unanimous vote in any document filed
10 with the commissioner under this act.
11 (10) A director when elected or appointed shall take and
12 subscribe an oath that he or she will diligently and honestly
13 perform the duties of the office and will not knowingly violate,
14 or permit to be violated, any provisions of this act. The
15 secretary shall file the oaths in the corporate records of the
16 domestic credit union.
17 Sec. 345. (1) A domestic credit union may have a
18 supervisory committee. If authorized by the bylaws, 1 director
19 who is not an officer of the domestic credit union may serve as a
20 member of the supervisory committee. Otherwise, a director may
21 not serve as a member of the supervisory committee.
22 (2) If a domestic credit union has a supervisory committee,
23 the supervisory committee may do any of the following:
24 (a) By majority vote, call a special meeting of the members
25 to consider any matter submitted to the special meeting of the
26 members by the committee.
27 (b) By a unanimous vote, suspend any member of the credit
1 committee and report the suspension and the reason for the
2 suspension to the credit union board. At its next meeting, the
3 credit union board shall vote on whether to remove or reinstate
4 the suspended credit committee member. A 2/3 vote of the credit
5 union board is required to remove the suspended credit committee
6 member.
7 (c) By a unanimous vote, suspend a member of the credit union
8 board for cause.
9 (d) Access any credit union records.
10 (3) If a domestic credit union has a supervisory committee
11 and the members elect the committee, the committee shall fill
12 vacancies on the committee until the next annual meeting of the
13 members. If a domestic credit union has a supervisory committee
14 and the credit union board appoints the committee, the credit
15 union board shall fill vacancies on the supervisory committee.
16 Sec. 352. (1) The membership of a domestic credit union is
17 comprised of each person that organized the domestic credit
18 union, and each person that meets all of the following:
19 (a) The person belongs to a group of persons that is within
20 the domestic credit union's field of membership.
21 (b) The person is accepted by the domestic credit union as a
22 member.
23 (c) The person pays any entrance or membership fee required
24 by the domestic credit union.
25 (d) The person pays for 1 or more shares, including a
26 membership share if the domestic credit union requires ownership
27 of a membership share.
1 (e) The person complies with any other requirement for
2 membership contained in the domestic credit union's bylaws.
3 (2) The credit union board of a domestic credit union shall
4 establish the field of membership for a domestic credit union.
5 The field of membership shall consist of 1 or more of the
6 following:
7 (a) One or more groups of any size that have a common bond of
8 occupation, association, or religious affiliation.
9 (b) One or more groups composed of persons whose common bond
10 is residence, employment, or place of religious worship within a
11 geographic area composed of 1 or more school districts, counties,
12 cities, villages, or townships.
13 (c) One or more groups whose common bond is common interests,
14 activities, or objectives.
15 (3) One or more credit unions may serve 1 or more groups
16 described in subsection (2).
17 (4) A credit union board that establishes or revises the
18 field of membership of the domestic credit union shall submit the
19 proposed or revised field of membership to the commissioner for
20 approval on an application form provided by the commissioner.
21 The commissioner shall promptly notify an applicant when he or
22 she determines that an application is complete and the date of
23 that determination. If the application seeks to revise a field
24 of membership to include 1 or more groups described in subsection
25 (2)(b), the commissioner may require that the applicant provide
26 additional information regarding the common bond of persons
27 within the proposed geographical area or areas. The commissioner
1 by rule, order, or
declaratory ruling shall establish
standards
2 for obtaining this additional information.
3 (5) The commissioner has 60 days after the date of
4 determination described in subsection (4) to approve or
5 disapprove of an application under subsection (4). In reviewing
6 an application under subsection (4), the commissioner must first
7 determine whether the proposed field of membership meets the
8 common bond requirements of subsection (2). If the commissioner
9 determines that the proposed field of membership does meet the
10 common bond requirements of subsection (2), then the commissioner
11 may only disapprove of the application on the basis of safety and
12 soundness of the domestic credit union. If the commissioner does
13 not approve or disapprove of the application, or extend the
14 60-day period under subsection (6), within that 60-day period,
15 the application is considered approved as of the day after the
16 60-day period.
17 (6) The commissioner may extend the 60-day period described
18 in subsection (5) for 1 or more additional 60-day periods for
19 administrative reasons or to allow for public comment if the
20 commissioner delivers notice of each 60-day extension in writing
21 to the domestic credit union before the 60-day period and any
22 prior 60-day extensions expire. An extension notice shall
23 explain the reason for the extension. If the commissioner does
24 not approve or disapprove of the application, or grant an
25 additional 60-day extension, within a 60-day extension period,
26 the application is considered approved as of the day after the
27 60-day extension period. The commissioner may grant any number
1 of 60-day extensions, but the domestic credit union may treat any
2 extension after the third 60-day extension as a disapproval of
3 the application and may pursue any administrative or legal
4 remedies available for a disapproval.
5 (7) If authorized in the bylaws of the domestic credit union,
6 a member that is no longer in the field of membership of the
7 domestic credit union because the field of membership is revised
8 under this section, or the member leaves the field of membership,
9 may continue as a member, on the same basis as any other member,
10 or on a different basis if the bylaws establish a different basis
11 for that continued membership.
12 (8) A domestic credit union shall respond to an application
13 for membership within 30 calendar days after receiving it. If
14 the domestic credit union determines that there is a sound
15 business reason for the action, a domestic credit union may deny
16 membership to any applicant for membership.
17 Sec. 357. (1) A credit union board may terminate the
18 membership of, or terminate some or all services to, a member who
19 does any of the following:
20 (a) Causes a loss to the domestic credit union.
21 (b) Commits fraud or another misdeed against the domestic
22 credit union or violates
any law against a person on the
23 premises of the domestic credit union.
24 (2) Pending action by the credit union board at its next
25 regularly scheduled meeting, a domestic credit union may
26 immediately suspend any credit union services to a member who
27 does any of the following:
1 (a) Causes a loss to the domestic credit union.
2 (b) Commits fraud or another misdeed against the domestic
3 credit union or against a person on the premises of the domestic
4 credit union.
5 (3) A member may withdraw from a domestic credit union at any
6 time, but the domestic credit union may require a notice of
7 withdrawal from the withdrawing member as a condition of
8 withdrawal.
9 (4) When money becomes available, and after deducting all
10 amounts owed to the domestic credit union by the member, a
11 domestic credit union shall pay a person whose membership is
12 terminated or who is a withdrawing member any amounts paid on
13 shares or as deposits of the member and any dividends or interest
14 accrued on the shares or deposits before the date of payment.
15 (5) Unless the withdrawal of a member occurs on a maturity
16 date or within 7 days after a maturity date, a domestic credit
17 union may require that a withdrawing member give a 60-day notice
18 of intention to withdraw shares or a 30-day notice of intention
19 to withdraw deposits. A domestic credit union that requires a
20 notice of intention to withdraw may wait until the expiration of
21 the applicable notice period before complying with subsection
22 (4). A domestic credit union may waive an applicable notice
23 period for a specific member or account in writing.
24 (6) After a termination or withdrawal under this section, the
25 former member has no rights in the domestic credit union, but the
26 termination or withdrawal does not release the former member from
27 any remaining liability to the domestic credit union.
1 Sec. 371. (1) Two or more domestic credit unions may merge
2 into 1 of the credit unions, or into a newly formed domestic
3 credit union, if all of the following are met:
4 (a) The credit union board of each constituent credit union
5 by majority vote adopts a plan of merger that includes all of the
6 following:
7 (i) The name of each constituent credit union and the name of
8 the surviving credit union.
9 (ii) The terms and conditions of the proposed merger,
10 including the manner and basis of converting the member shares in
11 each constituent credit union into member shares in the surviving
12 credit union, or into cash or other property, or into a
13 combination of shares, cash, or other property.
14 (iii) A statement of any amendment to the certificate of
15 organization of the surviving credit union affected by the merger
16 or a statement that no changes are to be made in the certificate
17 of organization of the surviving credit union.
18 (iv) Any other provisions concerning the proposed merger that
19 the constituent credit unions consider necessary or desirable.
20 (b) If the credit union board of each constituent credit
21 union adopts the plan of merger, the constituent credit unions
22 submit the plan of merger to the commissioner. Each constituent
23 credit union shall submit the time and place of the meeting of
24 the credit union board at which it approved the plan, the vote of
25 the directors on approving the plan, and a copy of the resolution
26 of the credit union board approving the plan to the commissioner
27 with the plan of merger.
1 (c) Subject to subsection (6), the members of each
2 constituent credit union except the surviving credit union
3 approve the plan of merger, at a special membership meeting
4 called for that purpose or by mail ballot. If the vote is held
5 at a special membership meeting, the credit union board shall
6 provide each member with written notice of the meeting that
7 states the purpose of the meeting, at least 10 days and not more
8 than 30 days before the meeting. The plan of merger is approved
9 if a majority of the members of the constituent credit union who
10 vote on the merger vote in favor of the merger.
11 (d) If the membership of a constituent credit union approves
12 of a plan of merger under subdivision (c), the credit union shall
13 notify the commissioner that the plan of merger is approved, the
14 vote by which the members approved the plan, and a copy of the
15 meeting notice if the plan was approved at a special membership
16 meeting or the ballot and mailing date and closing date if the
17 plan was approved by mail ballot of the members.
18 (e) The commissioner grants final approval of the plan of
19 merger. The commissioner shall grant final approval of the plan
20 if all of the requirements of subdivisions (a) to (d) are met.
21 (2) One or more domestic credit unions may merge with 1 or
22 more foreign credit unions if both of the following are
23 satisfied:
24 (a) The merger is permitted by the law of the jurisdiction
25 under whose law each foreign constituent credit union is
26 organized and each foreign constituent credit union complies with
27 that law in effecting the merger.
1 (b) Each domestic constituent credit union complies with
2 subsection (1).
3 (3) If a plan of merger under subsection (1) or (2) is
4 approved, each constituent credit union shall execute and file a
5 certificate of merger with the commissioner that contains all of
6 the following:
7 (a) The statements required in subsection (1)(a)(i) and
8 (iii).
9 (b) A statement that the plan of merger has been approved by
10 the members of the constituent credit unions required to vote
11 under subsection (1)(c).
12 (c) A statement of
any trade assumed names the surviving
13 credit union will use in this state if the commissioner
14 approves. The statement
shall specify each new trade assumed
15 name of the surviving
credit union, each current trade assumed
16 name the surviving entity
retains, and each trade assumed name
17 transferred to the surviving entity from another constituent
18 credit union.
19 (d) The effective date of the merger, if later than the date
20 the certificate of merger is filed. The commissioner shall not
21 accept a certificate of merger and the merger is not effective if
22 an effective date is specified that is more than 90 days after
23 the date of filing.
24 (4) When a merger takes effect, all of the following apply:
25 (a) Every other constituent credit union merges into the
26 surviving credit union and the separate existence of every
27 constituent credit union except the surviving credit union
1 ceases.
2 (b) All property, debts, causes of action, and other
3 interests of, belonging to, or due to each constituent credit
4 union are vested in the surviving credit union without further
5 act or deed and without reversion or impairment.
6 (c) The surviving credit union has all of the liabilities of
7 each constituent credit union.
8