New Model Bylaws Now Available for Washington Credit Unions

The Northwest Credit Union Association convened a workgroup in September charged with drafting a new set of model bylaws for Washington credit unions, which would replace the current set from 2001. The work group was led by the NWCUA’s Legal Counsel, Brian Witt, and John Trull, the NWCUA’s director of regulatory affairs, and included a group of Washington credit union leaders that brought legal, compliance, and operational expertise to the project.

Brian Witt’s experience and expertise allowed the group to start with a brand new product that was up to date and included innovative ideas to make corporate governance more efficient. 

“The Model Bylaw project was an interesting and worthwhile project that should provide lasting benefits for all Washington state-chartered credit unions,” said Witt, principal at the law firm Farleigh Wadda Witt. “We were able to conduct a critical review of existing credit union bylaws, shed unnecessary non-governance provisions and make important updates that maximize governance efficiency and protection.”

For example, many credit unions conduct electronic voting between board meetings without appropriate legal support in place for such practices. The new model bylaws include updates for electronic voting and other evolving governance practices.

The group met in person for four hours at a time, addressing everything from big picture issues down to the minutiae of specific words that would best convey legally enforceable actions.  The work group kept Washington’s Department of Financial Institutions (DFI) informed of their progress and asked for input along the way. Linda Jekel, DFI’s director of credit unions, suggested a number of improvements to allow credit unions additional flexibility through bylaws which were incorporated into the final product.

“We achieved our goal of creating a set of bylaws that would allow for flexibility and could stand the test of time. In order to achieve this goal we kept policies out of the bylaws,” said Mina Worthington, a work group member and President/CEO of Solarity Credit Union.

Recent statutory improvements have allowed credit unions to update their bylaws to create additional flexibility. For example, legislation passed in 2012 allows credit unions to incorporate this model language: “The Board shall meet at a regular meeting at least six (6) times each year, with at least one of those meetings held in each calendar quarter.”  This language allows boards to meet more often but outlines the statutory minimum.

All Washington state-chartered credit unions have access to the Associations model bylaws as well as an annotated version that shows the reasoning for different provisions. However only affiliated credit unions will be able to access the workshops designed to give credit union professionals the ability to improve operational efficiency through the use of bylaws.  The Association looks forward to working with state chartered credit unions in using this resource for improving and updating bylaws as they need. We will be offering bylaw workshops throughout the year with additional details to follow.

“It was an honor to work with so many talented individuals, who came up with innovative ways to solve problems, while remaining in compliance with the legal and regulatory framework” said John Trull, director of regulatory advocacy for the Association. “The process demonstrated how human ingenuity can overcome challenges.”

The Association thanks Ed Danz, Jane Brunton, Lisa Langei, Lynn Ciani, Mina Worthington and Parker Cann for volunteering countless hours of their time to give Washington State credit unions access to the best model bylaws in the country. The Association will be pulling together a model bylaw work group in Oregon following the 2015 legislative session, and the NCUA is expected to update their bylaws through rulemaking later this year.

Questions about this story? Contact James Pearson: 206.340.4790, jpearson@nwcua.org.

Posted in Advocacy News.