T.C.A. 45-4-102 and 45-4-1003

T.C.A. 45-4-102 Submission of bylaws and amendments to bylaws

(a) At the time of applying for a charter of incorporation, the incorporators of the credit union shall submit, in duplicate, sets of bylaws with the acknowledgment of their adoption to the commissioner, which shall provide:

(1) The date of the annual meeting, which shall be at any time in January, February or March of each year, the manner of notification of meetings, conducting the same, the number of members constituting a quorum, and regulations as to voting;
(2) The number of directors, which shall be not less than five (5), all of whom must be members, their powers and duties, together with the duties of officers elected by the board of directors;
(3) The qualifications for membership;
(4) The conditions under which shares may be issued, transferred, and withdrawn, members' special accounts may be received and withdrawn, loans may be made and repaid and funds of the corporation may be otherwise invested; and
(5) The charges, if any, that will be made for failure to meet obligations punctually, whether or not the corporation will have the power to borrow, the method of receipting for money, the manner of accumulating a reserve fund and determining a dividend and other matters, consistent with this chapter, that may be required to perfect the organization and make possible the operation of the credit union in question.

(b) Upon adoption of any amendments to its bylaws, the credit union shall submit duplicate copies to the commissioner. No amendment of the bylaws of the credit union shall become effective until approved in writing by the commissioner.

(c) The credit union may adopt, subject to the approval of the commissioner, bylaws that substantially follow the National Credit Union Administration (NCUA) Federal Credit Union Bylaws or the NCUA Standard Bylaw Amendments. Any credit union adopting bylaw provisions in accordance with either the NCUA Federal Credit Union Bylaws or the NCUA Standard Bylaw Amendments may operate the credit union in accordance with the bylaws, notwithstanding other sections of this chapter to the contrary.

Section 45-4-1003 - Fiscal year - Special meetings - Voting power - Members may overrule directors - Amendment of bylaws

(a) The credit union fiscal year shall end at the close of business on December 31.

(b) Special meetings of the members may be held by order of the board of directors and shall be held on request of ten percent (10%) of the members.

(d) No shareholder may vote by proxy, but a society, association, copartnership, or corporation, having membership in the credit union, may be represented by one (1) person, duly authorized by the society, association, copartnership, or corporation to represent it.

(e)

(1) Amendments of the credit union bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the authorized number of members of the board at any duly held meeting of the board, if the members of the board have been given prior written notice of the meeting and the notice has contained a copy of the proposed amendment or amendments.

(2) No amendment of the bylaws of the credit union shall become effective until approved in writing by the commissioner.

(f) At any meeting of the membership, the members may decide on any matter of interest to the credit union and may overrule the directors; provided, that the notice of the meeting shall have stated the question to be considered in connection with any prior board action.