N.Y. Banking Law § 451

§ 451. Proposed bylaws. The incorporators shall subscribe and\nacknowledge and submit to the superintendent proposed bylaws, in\nduplicate, which shall prescribe the manner in which the business of the\ncredit union shall be conducted with reference to the following matters:\n 1. The purposes of the corporation.\n * 2. The qualifications for membership.\n (a) Membership shall be limited to:\n (1) persons having a common employer;\n (2) persons and organizations who are members of the same trade,\nindustry, profession, club, union, society or other association;\n (3) in the case of a credit union incorporated under this chapter as\nof the effective date of this subdivision, and with the approval of the\nsuperintendent, which approval shall not be given if it would be\ndestructive of competition within a municipality, more than one common\nemployer; provided, however, that an employer group with under three\nthousand employees may be added upon receipt of a notice as provided in\nsubdivision two of section four hundred seventy-eight of this article;\n (4) with the approval of the superintendent, and subject to the\nprovisions of paragraph (b) of this subdivision, more than one group\neach of which has, within the group, a common bond of occupation,\nincluding a common employer, or association; provided, however, that a\ngroup of less than three thousand members, which is within reasonable\nproximity to the credit union's service area or areas, may be added upon\nreceipt of a notice as provided in subdivision two of section four\nhundred seventy-eight of this article; or\n (5) persons and organizations within a well-defined local community,\nneighborhood or rural district and who in the judgment of the\nsuperintendent have such a community of interest as will insure proper\nadministration.\n (b) In considering an application to add a group to a credit union\nauthorized under subparagraph four of paragraph (a) of this subdivision,\nthe superintendent shall not approve the addition unless the group is\nwithin reasonable proximity to the credit union's service area or areas.\nIf the group has more than three thousand members, the superintendent\nshall not approve such addition unless he or she determines that the\ngroup could not feasibly or reasonably establish a new single common\nbond credit union because:\n (1) the group lacks sufficient volunteer and other resources to\nsupport the efficient and effective operation of a credit union;\n (2) the group does not meet the criteria which the superintendent has\ndetermined to be important for the likelihood of success in establishing\nand managing a new credit union, including demographic characteristics\nsuch as geographical location of members, diversity of ages and income\nlevels, and other factors that may affect the financial viability and\nstability of a credit union;\n (3) the group would be unlikely to operate a safe and sound credit\nunion; or\n (4) the group has been transferred from another credit union in\nconnection with a merger or consolidation recommended by a state or\nfederal regulator based on safety and soundness concerns or by the board\nof the National Credit Union Administration in its capacity as\nconservator or liquidating agent.\n (c) With the approval of the superintendent, a credit union may extend\nmembership to persons and organizations in an underserved local\ncommunity, neighborhood or rural district, where such area is determined\nby the superintendent to be an "investment area" as defined in the\nfederal Community Development Banking and Financial Institutions Act of\n1994 (12 U.S.C. 4703(16)) and any other requirements imposed by the\nsuperintendent, including a requirement that the credit union establish\nand maintain an office or facility in such area.\n (d) To the extent not expressly prohibited by the bylaws of the credit\nunion:\n (1) in each instance where a person is a member or is directly\neligible for membership, members of his or her immediate family or\nhousehold shall be eligible for membership. For the purposes of this\nsubparagraph, "immediate family" means a person's spouse, and their\nlineal ancestors and descendants, including persons so related by\nadoption, siblings, stepparents, stepchildren, and stepsiblings; and\n"household" means persons living in the same residence and maintaining a\nsingle economic unit;\n (2) any employee of the credit union shall be eligible to membership;\nand\n (3) any member who leaves the field of membership and who has not\nwithdrawn or been expelled may retain membership.\n (e) To the extent not expressly prohibited by the bylaws of the credit\nunion, any incorporated or unincorporated organization composed\nprincipally of persons eligible to membership in the credit union and\nthe organization's employees shall be eligible to membership in the\ncredit union.\n (f) Any person who is eligible for membership by reason of the fact\nthat he or she is an employee either of a common employer or of a credit\nunion shall not become ineligible, after the termination of such\nemployment, as long as he or she receives a pension or annuity from, or\nunder, a plan or other arrangement established by such common employer\nor credit union.\n (g) The provisions of this subdivision shall not apply to a corporate\ncredit union.\n * NB Effective until March 17, 2015\n * 2. The qualifications for membership.\n Such qualifications for membership shall be established in accordance\nwith the provisions of section four hundred fifty-one-a of this article,\nexcept that such section shall not apply to a corporate credit union.\n * NB Effective March 17, 2015\n 3. The manner of conducting meetings, the method by which members\nshall be notified of meetings, and the number of members which shall\nconstitute a quorum.\n 4. The number of directors, which shall be a number not less than five\nnor more than fifteen.\n 5. The term of office of directors.\n 6. The number of directors necessary to constitute a quorum.\n 7. The time, place and manner of holding the annual and any special\nmeetings of the members of the credit union.\n 8. The officers to be elected from among the board of directors; their\ntitles, duties and terms of office.\n 9. Whether one or more loan officers or, in the alternative, a credit\ncommittee shall have the responsibility of passing upon the applications\nof members for loans and the powers and duties of the loan officer or\ncredit committee and the number of members, not less than three, of\nwhich the credit committee shall be composed, their term of office, and\nmanner of election or appointment.\n 10. The powers, duties, term of office and manner of election or\nappointment of the supervisory committee and the number of members, not\nless than three, of which it shall be composed.\n 11. The conditions upon which shares may be issued, paid for,\ntransferred and withdrawn.\n 12. The fines, if any, which shall be charged for failure punctually\nto meet obligations to the corporation.\n 13. The manner in which dividends shall be determined and paid to\nmembers.\n 14. The manner in which the funds of the corporation shall be\nemployed.\n 15. The conditions upon which loans may be made and repaid.\n 16. The maximum rate of interest that may be charged upon loans.\n 17. The method of receipting for money paid on account of shares or\nloans.\n