In this section, “organization” includes any trade, profession, club, union, religious congregation, society, association, fraternal group, or cooperative. Seven or more adult individuals, each of whom is a resident of this State, may act as incorporators to form a credit union under this subtitle with one of the following field of membership types: Single common bond; Multiple common bond; or Community common bond. Except as otherwise provided in this subtitle, the following provisions shall govern the field of membership types. A single common bond credit union may serve one group of individuals all of whom as a common bond: Belong to the same recognized organization; Are employed by a single corporation or other person; Are employed by a single corporation or other person with at least a 10% ownership interest in or by another single corporation or person; Are employed by a single corporation or other person that is related to another person, such as by contract and possessing a strong dependency relationship; or Are employed by or attend the same school. A multiple common bond credit union may serve one or more groups of individuals, as described in paragraph (2) of this subsection, as long as: Within each group all individuals have a common bond of organization or occupation; and Each group is within reasonable geographic proximity and has access to a branch of the credit union. Subject to the provisions of subparagraphs (ii) and (iii) of this paragraph and subsection (d) of this section, a community credit union may serve a group of individuals, all members of which, as a common bond, live, work, worship, or attend school within a single or two or more contiguous well-defined local communities, neighborhoods, rural districts, or counties. If the common bond is within a single well-defined local community, neighborhood, rural district, or county, the total population at the time of the formation of the credit union may not exceed 300,000. If the common bond is within two or more contiguous well-defined local communities, neighborhoods, rural districts, or counties, the total population at the time of the formation of the credit union may not exceed 200,000. Notwithstanding the provisions of subsection (c)(4) of this section, any credit union, without regard to its field of membership type, may include in its field of membership, without regard to location, a community, neighborhood, rural district, or county if: The Commissioner determines that the community, neighborhood, rural district, or county is: An “investment area” as defined in 12 U.S.C. § 4702(16) of the Community Development Banking and Financial Institutions Act of 1994; and Underserved by other depository financial institutions based on data of the Commissioner, the federal credit union and banking regulatory agencies, or other data sources; and The credit union establishes and maintains an office or branch in the community, neighborhood, rural district, or county at which credit union services are available within 2 years after the inclusion of the community, neighborhood, rural district, or county in the field of membership of the credit union. Except as provided in paragraph (2) of this subsection, only a group with fewer than 3,000 members, excluding individuals who are eligible under § 6-302(b)(4) or (5) of this subtitle, shall be eligible to be included in the membership of a multiple common bond credit union. The numerical limitation in paragraph (1) of this subsection does not apply with respect to a group: That the Commissioner determines could not feasibly or reasonably establish a new single common bond credit union; Transferred from another credit union in connection with: A merger or consolidation approved by the Commissioner based on safety and soundness concerns; or A liquidation approved by the Commissioner; or Transferred through the merger or consolidation of two credit unions, both of which served the group immediately before the merger or consolidation.

In this section, “immediate family relative” means: A spouse; A child; A sibling; A parent; A grandparent; A grandchild; A stepparent; A stepchild; A step-sibling; or Any adopted relative. A member of a credit union may be: An individual who shares with other members of the credit union one of the common bonds within the field of membership types approved by the Commissioner; An employee of the credit union; An entity that is composed primarily of individuals who are eligible for membership; An individual living in the same residence and maintaining a single economic unit with an individual who is eligible for membership; and An immediate family relative of an individual who is eligible for membership. A person that is eligible for membership under subsection (b) of this section becomes a member when the person: Subscribes to and pays for at least one share; and Meets all of the other requirements of the bylaws of the credit union. Once an individual who is eligible for membership under subsection (b)(4) or (5) of this section becomes a member, then an immediate family relative of the member is eligible to become a member. A member remains a member of a credit union until the member: Chooses to withdraw from the membership of the credit union; or Is expelled by the board under § 6-319 of this subtitle.

Subject to the provisions of § 6-301(c) and (e) of this subtitle, a multiple common bond credit union may add to its field of membership a group of over 750 potential members, excluding individuals who are eligible for membership under § 6-302(b)(4) or (5) of this subtitle, if: The members have approved the necessary amendment to the bylaws, as required under § 6-320(a) of this subtitle; The credit union files with the Commissioner an application and any other documents that the Commissioner deems necessary to make a determination; and The Commissioner determines that: The credit union has not engaged in any material unsafe or unsound practice during the 1-year period preceding the date of filing the application; The credit union has adequate net worth; The credit union has the administrative capability to serve the potential members of the group and the financial resources to meet the need for additional staff and assets to serve the potential members of the group; Any potential harm that the expansion may have on any other credit union and its membership is clearly outweighed in the public interest by the probable beneficial effect of the expansion in meeting the convenience and needs of the potential members of the group; Formation of a separate credit union by the group is not practicable and consistent with reasonable safety and soundness standards; and The group is within reasonable geographic proximity to a branch of the credit union. Unless the Commissioner notifies the credit union that a different time period is necessary, within 60 days after the application is filed, the Commissioner shall notify the credit union of the determination on the application. Subject to the provisions of § 6-301(c) and (e) of this subtitle, a multiple common bond credit union may add to its field of membership a group of 750 or less potential members, excluding individuals who are eligible under § 6-302(b)(4) or (5) of this subtitle, if: The board approves the addition of the group; The credit union notifies the Commissioner in writing within 30 days after the board approves the addition of the group; The requirements of subsection (a)(1)(iii) of this section are met; and The addition of the group has not been disapproved by the Commissioner within 30 days of the notification required under item (2) of this subsection.

A credit union may convert to another field of membership type, as described in § 6–301 of this subtitle, if: The credit union: Meets the common bond requirements of the proposed field of membership type; and Files with the Commissioner an application and any other documents that the Commissioner deems necessary to make a determination on the application; and The Commissioner determines that approval: Is in the best interest of the existing and proposed memberships; Provides a means for better service to the existing membership; Is in accordance with sound credit union practices; and Does not expose the funds of the existing members to unnecessary risk. Unless the Commissioner notifies the credit union that a different time period is necessary, within 120 days after the application is filed, the Commissioner shall notify the credit union of the determination on the application. No less than 30 days before the effective date of the conversion, the credit union shall give notice of the conversion to all groups of potential members of the credit union that will be removed from the field of membership as a result of the conversion. On and after the effective date of the conversion, the credit union: May not continue to serve groups within the field of membership of the credit union that no longer qualify for membership in the credit union as a result of the conversion; and May continue to serve members of a group identified under item (i) of this paragraph who are members before the effective date of the conversion.

The incorporators shall sign and acknowledge three copies of articles of incorporation. The articles of incorporation shall include: The name and residential address of each incorporator; A statement that each incorporator is 18 years of age or older; A statement that the incorporators are associating to form a credit union under this title; The name of the credit union; The field of membership type as described in § 6-301 of this subtitle; The municipal area and county where the credit union is to be located; The par value of the shares of the credit union; The number of shares to which each incorporator subscribes; The name and address in the State of the resident agent of the credit union for purposes of service of process in accordance with the Maryland General Corporation Law; and The number of directors and the names and residential addresses of the individuals who will serve as directors on the board until their successors are elected and qualify.

The incorporators shall adopt bylaws for the credit union and shall sign and acknowledge two copies of them. The bylaws of the credit union shall include: The name and purpose of the credit union; Provisions for annual and special meetings of members and the manner of notification for and conduct of the meetings; The number of members that constitute a quorum and provisions that relate to voting; A detailed description of the field of membership; The qualifications for membership; The number of directors on the board and their powers and duties; The powers and duties of its credit committee, if any, and supervisory committee; The powers and duties of its officers; The number of and qualifications for directors emeriti, if any; The par value of its shares and the conditions for issuance, payment, transfer, and withdrawal; The conditions on which deposits may be received and withdrawn; and Provisions for determining and paying dividends on shares and interest on deposits.

The incorporators shall: File with the Commissioner for examination three copies of the articles of incorporation and two copies of the bylaws; and Pay to the Commissioner a fee of $500. The Commissioner shall investigate and determine if: The articles and bylaws are framed in accordance with law and are reasonable; The character, responsibility, and general fitness of the incorporators command confidence and warrant belief that the business of the proposed credit union will be conducted honestly and efficiently, in accordance with the intent of this title; and Allowing the proposed credit union to engage in business: Will promote public convenience and advantage; and Is expedient and desirable. After the investigation, the Commissioner may require any change in the articles of incorporation or bylaws that the Commissioner considers necessary. Unless the Commissioner notifies the applicant that a different time period is necessary, within 120 days after the articles and bylaws are filed, the Commissioner shall sign, date, and endorse each copy of the articles and bylaws as “approved” or “refused”. If formation of the credit union is refused, the Commissioner shall notify the incorporators in writing of the reason for the refusal. If formation of the credit union is approved, the Commissioner shall: Return to the incorporators two of the endorsed copies of the articles and one of the endorsed copies of the bylaws; and Keep one of the endorsed copies of the articles and the bylaws.

If the Commissioner approves the articles and bylaws, the incorporators shall file for record with the State Department of Assessments and Taxation one of the endorsed copies of the articles of incorporation. When the articles of incorporation are filed for record in accordance with the provisions of subsection (a) of this section, the credit union becomes a corporation.

In addition to the powers set forth elsewhere in this title, a credit union may: Receive the shares and deposits of its members; Lend money to its members; Invest funds as provided in this title; and Undertake other activities that: Are consistent with this title; Relate to its purposes; and Are authorized by its bylaws.

When filing the articles of incorporation and bylaws with the Commissioner under § 6-307 of this subtitle, the incorporators shall file with the Commissioner an initial application on a form that the Commissioner requires. The initial application shall include: The field of membership type requested; A detailed description of the field of membership; A mission statement; A detailed business plan that includes the items that the Commissioner reasonably requires; and Any other information that the Commissioner reasonably requires. In connection with an initial application and at any other time the Commissioner requests, each incorporator and director shall provide fingerprints for use by the Federal Bureau of Investigation and the Criminal Justice Information System Central Repository of the Department of Public Safety and Correctional Services to conduct criminal history records checks. Any incorporator or director required by this subsection to provide fingerprints shall pay any processing or other fee required by the Federal Bureau of Investigation or the Criminal Justice Information System Central Repository of the Department of Public Safety and Correctional Services. The fingerprinting and criminal history records check requirements shall apply to any other official or officer of the credit union as requested by the Commissioner.

Notwithstanding any other provision of the laws or regulations of the State and subject to subsection (b) of this section, a credit union may engage in any additional activity, service, or other practice in which, under federal law or regulation, federal credit unions may engage, subject to the same conditions that federal law requires or allows as to federal credit unions. A credit union shall provide the Commissioner with written notice at least 45 calendar days before engaging in any activity, service, or other practice authorized under subsection (a) of this section. The notice required under paragraph (1) of this subsection shall include a description of the proposed activity, service, or other practice, including: The specific authority for the activity, service, or other practice; and Any condition that federal law requires or allows as to federal credit unions. The credit union may begin to perform the activity, service, or other practice on the first business day after the 45th calendar day from the date the Commissioner receives the notice under paragraph (1) of this subsection unless the Commissioner: Specifies a different date; or Prohibits the activity, service, or other practice. The Commissioner may extend the 45–day period under subsection (b)(3) of this section if the Commissioner determines that the credit union’s notice requires additional information or additional time for analysis. The Commissioner may prohibit a credit union from performing the activity, service, or other practice described in the notice provided under subsection (b) of this section if the Commissioner determines that performing the activity, service, or other practice would: Adversely affect the safety and soundness of the credit union; Be detrimental to the welfare of the general economy of the State; or Be detrimental to the public interest or to credit unions.

Without being required to take any action to perfect a lien, a credit union has a lien and a right to a setoff on the shares and deposits of a member in any individual, multiple party, or other type of account, including any dividends or interest payable on those shares or deposits, to the extent of any delinquency or default of the member on: Any outstanding loan, whether or not matured, on which the member is liable to the credit union as maker, comaker, surety, or endorser; and Any dues, charges, fees, fines, or other amount payable by the member. If a member resigns or is expelled, the credit union may cancel that member’s shares and apply their withdrawal value against any amount owed to the credit union by the member. A credit union may allow a withdrawal of a member’s shares or deposits without affecting the credit union’s lien or right to a setoff. A credit union may refuse to allow a withdrawal of a member’s shares or deposits to the extent of any delinquency or default of the member to the credit union.

The annual meeting of the members shall be held as provided by the bylaws and at the time and place that the board determines. Special meetings of members shall be held: On order of the directors or the supervisory committee; or At the request of 10 percent of the members. Notice of each meeting shall be given as the bylaws provide. Each member in good standing has one vote, notwithstanding the number of shares that the member holds. A member may not vote by proxy. However, a member that is not an individual may be represented by an individual authorized in writing by the member to represent it. A member may not vote or hold office if the member is less than 18 years of age. At any meeting of the members, the members may: Decide any question of interest to the credit union; Except for any instance where, in the judgment of the board, it would result in damage to the credit union’s financial soundness or would otherwise force the board to abrogate their fiduciary responsibility, overrule any decision of the board; and Amend the bylaws or articles of incorporation as provided in § 6-320 of this subtitle. At the annual meeting of the members, the members shall elect directors, unless they are elected as provided in § 6-329 of this subtitle or as provided in the bylaws for mail balloting.

The provisions of this section do not apply to: An action authorized under § 6-329 or § 6-321 of this subtitle; A voluntary dissolution under § 6-804 of this title; or An authorization of compensation under § 6-331 of this subtitle. The board of a credit union: May authorize by resolution any question, proposal, or other matter requiring membership approval to be voted on by mail ballot; and Shall establish a sequence of dates by which the voting procedures are initiated and completed. The secretary of the credit union shall mail to each member in good standing who is eligible to vote: A printed ballot; An explanation of the question, proposal, or other matter to be voted on; and A postage pre-paid and pre-addressed return envelope. Unless otherwise provided in this title, the printed ballot shall be mailed to each member in good standing who is eligible to vote, not more than 30 days nor less than 7 days before the date set by the board for the filing of the mail ballot. The question, proposal, or other matter is adopted only if approved by a majority of the ballots timely received from the members eligible to vote and in good standing and voting. The credit union shall report the results of the mail ballot to the members.

Subject to the applicable provisions of the bylaws, the board may expel any member of the credit union who: Defaults on the payment of any monetary obligation to the credit union; Is convicted of a criminal offense involving dishonesty or breach of trust; Neglects or refuses to comply with the provisions of this title or of the bylaws of the credit union; Habitually neglects to pay debts or becomes insolvent or bankrupt; or Subject to the provisions of subsection (b) of this section, violates a written expulsion policy adopted by the board. The board shall post conspicuously at each office of the credit union a notice of any expulsion policy adopted by the board. A person expelled by the board may request a reconsideration of the expulsion.

The board may amend the articles of incorporation only if the members approve the amendment. Except as provided in subparagraph (ii) of this paragraph, the board may amend the bylaws without approval of the members. The board may amend the bylaws only with the approval of the members for any amendment that addresses one of the following subjects: The manner or method by which a meeting of the members can be convened; Quorum requirements for a meeting of the members; The voting rights of members; Except as provided in § 6-303(b) of this subtitle, any change in the field of membership; Requirements for the number, classifications, qualifications, and term of office for directors; Procedures for removing directors; Procedures for filling vacancies on the board; and Any other issue as determined by the Commissioner. At any meeting of the members, the members may amend the articles of incorporation or, may approve an amendment to the bylaws as provided in subsection (a)(2)(ii) of this section, if: The notice of the meeting specifies the amendment to be considered; and Two-thirds of the members present vote for the amendment. An amendment to the articles of incorporation does not become effective until: The amendment is approved by the Commissioner in writing no later than 60 days after the date of submission of the proposed amendment, unless the Commissioner and the credit union agree to a longer period of time; and A copy of the amendment certified by the Commissioner is filed with the State Department of Assessments and Taxation. Whether approved only by the board or by the members as required under subsection (a)(2)(ii) of this section, an amendment to the bylaws does not become effective until the amendment is approved by the Commissioner in writing no later than 60 days after the date of submission of the proposed amendment, unless the Commissioner and the credit union agree to a longer period of time. The action of the Commissioner on the proposed amendment to the articles of incorporation or the bylaws under subsection (c)(1)(i) or (2) of this section shall be based on a finding as to whether or not the proposed amendment: Is in the best interest of the membership; Provides means for better service to the membership; Is in accord with sound credit union practices; and Exposes the members’ funds to unnecessary risk. The board shall report an amendment to the members of the credit union no later than the next meeting of the members after the Commissioner approves the amendment.

The board: By resolution may authorize an amendment to the bylaws or articles of incorporation to be voted on by mail ballot; and Shall establish a sequence of dates by which the voting procedures are initiated and completed. The secretary of the credit union shall mail to each member in good standing: A printed ballot; A copy of any old bylaw or article of incorporation affected by the proposed amendment; and A copy of the proposed bylaw or article of incorporation. The amendment is adopted only if approved by two-thirds of the mail ballots timely received from the members in good standing and voting. The credit union shall report the results of the mail ballot to the credit union members.

The board shall have the authority and responsibility for the business affairs, funds, and records of a credit union.

Each credit union shall have at least five directors. Each director: Shall be a member of the credit union; Shall be bonded; May not have: Defaulted on the payment of any monetary obligation to the credit union; Been convicted of any criminal offense involving dishonesty or breach of trust; Habitually neglected to pay debts; Become insolvent or bankrupt; or Been removed by any state or federal regulatory agency from office as an officer, official, or employee of a financial institution; and Shall comply with any other qualifications set forth in the credit union bylaws. A director holds office for the term that the bylaws provide, which may not exceed 3 years, and until a successor is elected and qualifies. Each director shall take an oath that the director: Will diligently and honestly perform the duties as director in administering the credit union’s affairs; Will remain responsible for the performance of the duties of the director even if the director delegates the performance of the duties; and Will not knowingly or willfully permit the violation of an applicable law or regulation. The chairman and, if any, vice chairman of the board shall be elected by and from the directors.

The office of a director becomes vacant if the director: Dies; Resigns; or Is removed. A director may be removed from office: By the board, in accordance with the bylaws, if the director: Does not possess or maintain the qualifications required to serve on the board; or Is absent from three consecutive regular meetings of the board unless excused; or By the members. Unless the bylaws provide otherwise, the remaining directors by majority vote shall fill a vacancy. A director elected by the board to fill a vacancy holds office as the bylaws provide.

If the bylaws provide, a director emeritus may advise and consult with the board and aid the board in carrying out the board’s duties and responsibilities. The bylaws shall provide for: The number of directors emeriti; and The qualifications for a director emeritus. A director emeritus: Shall be a member of the credit union; and May not be an officer or an official. A director emeritus may not: Participate in any board or committee deliberations; Make motions; or Vote on any matter before the board.

In addition to any power or duty provided for by law, the board shall: Act on each application for membership; Approve the amount of any blanket fidelity bond and any appropriate insurance or surety bond; Limit the number of shares or deposits that a member or depositor may hold; Limit the amount that the credit union may lend to any one member and establish the interest rate on all loans; Determine the interest rate on deposits and the manner of calculation; In the absence of a credit committee, appoint one or more loan officers and delegate to those officers the power to approve or disapprove loans and lines of credit in accordance with written policies established by the board; In the absence of a credit committee and upon written request of a member, review a loan application denied by a loan officer or establish a subcommittee of the board for this purpose; Fill any vacancy on the supervisory committee or, if any, a credit committee; Manage the investment of credit union funds in accordance with written investment policies established by the board; Set the amount of compensation for the president; Appoint standing or special committees, as necessary, to carry on the business of the credit union and prescribe conditions and limitations for any committee that the board appoints; Approve an annual operating budget for the credit union; Establish and adopt written policies necessary to implement the powers and duties of the credit union, including policies on: Loans and lending; Investments; Employment and personnel; Funds management; Collections; Charge offs; and Expulsion of members; Make adequate provision for: Investment losses; The statutory reserve account; Any special reserve account; and The allowance for a loan and lease loss account; Determine the amount, if any, that may be assessed for late fees or other charges; Delegate to the officers, employees, or committees duties as the board may deem appropriate; Establish and maintain a system of internal controls consistent with safety and soundness and generally accepted accounting principles; and Except for any instance where, in the judgment of the board, it would result in damage to the credit union’s financial soundness or would otherwise force the board to abrogate their fiduciary responsibility, perform every other duty that the members require. Subject to the provisions of paragraphs (2) and (3) of this subsection, the board may suspend a member of the supervisory committee. The suspension: Shall be by a two-thirds vote of the board; and Takes effect immediately and remains in effect until the board convenes a meeting of the members to vote on the suspension. Immediately after the board votes to suspend a member of the supervisory committee, the board shall: Call a meeting of the members, to be held no later than 15 days after the date of the suspension, for the purpose of voting on the suspension; and Notify the Commissioner in writing about the suspension.

Subject to the provisions of this section, the directors may be elected exclusively by mail ballot or electronically in accordance with regulations adopted by the Commissioner, if: The board of the credit union, by resolution posted conspicuously at the principal office of the credit union at least 90 days before the annual meeting of the members of the credit union, authorizes the election of directors exclusively by mail ballot or electronically; or The bylaws provide for the election of directors exclusively by mail ballot or electronically; and Notice of the election and the annual meeting is posted conspicuously at the principal office of the credit union at least 90 days before the date of the annual meeting. At least 75 days before the annual meeting, the board of the credit union shall appoint a nominating committee of at least three members. The nominating committee shall nominate at least one member for each vacancy on the board, after determining that a proposed nominee agrees to permit the nomination and, if elected, to accept the office. The nominating committee shall file its nominations with the secretary of the credit union at least 60 days before the annual meeting. The secretary shall post these nominations conspicuously at the principal office of the credit union at least 55 days before the annual meeting. The lesser of 1 percent or 500 of the members in good standing, but in any case no less than 20, may nominate candidates for directorships by signing a petition. Each page of the petition shall include: The name of the credit union; and The name of the nominee. Each petition shall contain: The printed or typed names, signatures, date, and account numbers of those members in good standing signing the petition; and A certificate by each nominee that the nominee agrees to permit the nomination and, if elected, to accept the office. The nominating committee shall determine the validity of any petition. Petitioners shall file their nomination with the secretary of the credit union at least 55 days before the annual meeting. The secretary shall post these nominations conspicuously at the principal office of the credit union at least 20 days before the annual meeting. When only one member is nominated for a position to be filled, the chairman may: Take a voice vote; or Declare the nominee elected by general consent or acclamation at the annual meeting. If the nominations of the nominating committee and any petitioners provide more than one nominee for each directorship to be filled, the secretary: For an election of directors conducted by mail ballot, shall mail to each member in good standing, at least 20 days before the annual meeting: A printed ballot, clearly identified as a ballot, on which appears the name of each nominee, in alphabetical order, and on which, in the form that the board approves, may appear after a nominee’s name: A brief statement of the nominee’s qualifications and biographical information; and If applicable, a notation that the nominee is the incumbent; A postage prepaid and preaddressed envelope clearly marked with instructions to place the completed ballot and the identification form in the envelope and seal the envelope; and An identification form to be completed to include the name, address, signature, and credit union account number of the voter; and For an election of directors conducted electronically, shall provide the information and identification form required under item (i) of this paragraph as provided in regulations adopted by the Commissioner. One form may be printed or provided electronically that represents a combined ballot and identification form. The board shall appoint the tellers of the election. The tellers of an election may not count a ballot unless it is: Mailed or electronically submitted to the tellers; and Received by the tellers not later than midnight of the 7th day before the date of the annual meeting. The tellers of the election shall: Verify or cause to be verified the name of each voter and the credit union account number of the voter as it appears on the identification form; Authenticate any questionable or challenged identification form; Keep the verified identification form and ballot for safekeeping pending the count of the vote; Keep separate any questionable or challenged identification form and ballot until the authentication, verification, or challenge is resolved; Determine that each eligible voter does not vote more than once and is a member in good standing; and After the time set in subsection (f)(2) of this section, tally the votes and report the results to the board. The board shall report the results of the election at the annual meeting of the members. The Commissioner shall establish by regulation procedures for conducting an election of directors electronically, including procedures for: Providing notice of the election to each member in good standing; Providing the information and identification form specified in subsection (d)(2)(i)1 of this section; Providing instructions on how to access and use the electronic election system; and Allowing a member to opt out of using the electronic election system and vote by mail ballot.

Within 15 days after the annual meeting of the members and after the directors-elect have qualified, the board shall meet and elect the officers of the credit union. Unless the bylaws provide otherwise: Each officer serves for a term of 1 year and until a successor is elected and qualifies; and The president shall be the chief executive officer who shall be responsible for the day to day operations of the credit union. Subject to the provisions of an enforceable employment contract, if any, the board may remove an officer at any time.

In this section, “compensation” means anything of value given to an official that is: In exchange for services performed as an official; and Reportable as income to the Internal Revenue Service or the Comptroller of the State. Each official is entitled to the compensation that: Subject to the provisions of subsection (c) of this section, the members authorize; and Except as provided in subsection (d)(2) of this section, is approved by the Commissioner. All compensation to be paid under subsection (b) of this section shall be authorized by a vote of the members at the annual meeting of the membership in accordance with § 6–317 of this subtitle. Written disclosure of the proposed compensation and each official’s expenses shall be made to all members in good standing not less than 30 days and not more than 90 days before the annual meeting of members. The written disclosure required under paragraph (2) of this subsection shall contain at least the following information: The proposed dollar amount of compensation that will be paid to each official on a per meeting or other applicable basis; The aggregate dollar amount of compensation paid to all officials for the 12 months immediately preceding the date of the notice of the annual meeting of members; A reasonable estimate of the aggregate dollar amount of compensation to be paid to all officials for the following 12–month period assuming: That the proposed compensation is approved; and The same number of meetings as were held during the 12 months immediately preceding the date of the notice of the annual meeting of members; or A statement that the compensation to be paid to all officials will remain the same as it was during the 12 months immediately preceding the date of the notice of the annual meeting of members; and The aggregate dollar amount of all officials’ expenses, excluding compensation, for the 12 months immediately preceding the date of the notice of the annual meeting of members. The written disclosure shall be conspicuously set apart from other information provided to the members. The written disclosure may be included in: The notice of the annual meeting of the members; A separate mailing; A periodic statement of account; or A periodic publication of the credit union. All requests for the Commissioner’s approval under subsection (b) of this section shall: Be made in writing; and Contain a certification by the president of the credit union that the compensation has been authorized by the membership in accordance with subsection (c) of this section. The Commissioner’s approval is not required if the credit union: Was rated “1” or “2” as of the last examination conducted by the Commissioner; and Has a positive net income as of the end of the previous calendar year.

A board may call a special meeting of the members to act on a report or recommendation of the supervisory committee that concerns the suspension from office of a member of the credit committee, a director, or an officer. The notice of the special meeting shall be given within 7 days after the board receives the report or recommendation.

The board shall prepare a plan for educating each official as to the duties and responsibilities that accompany the official’s position. The education plan may include requiring an official to: Read materials; Attend seminars, conferences, or workshops; or Review films or tapes. The preparation of and compliance with an education plan developed under this section may not be construed to limit the civil or criminal liability of an official arising from an act or omission by the official in the performance of any duty or responsibility of the official.