Georgia § 7-1-656 - Duties of directors; meetings; prohibited activities; eligibility to vote; applicability of Code Section 7-1-490; appointment of honorary director or director emeritus.

§ 7-1-656. Duties of directors; meetings; prohibited activities; eligibility to vote; applicability of Code Section 7-1-490; appointment of honorary director or director emeritus.

The board of directors shall be responsible for the affairs, funds, and records of the credit union and shall meet as often as necessary, but at least once during ten different months of each calendar year. Unless the bylaws specifically reserve any or all of the duties to the members, it shall be the special duty of the directors: To act upon all applications for membership or approve the actions of an officer without loan granting authority, designated by the board of directors to approve applications for membership; To determine from time to time rates of interest and dividends which shall be allowed on deposits and charged on loans consistent with this article and other applicable laws and to authorize any interest refunds on such classes of loans and under such conditions as the board prescribes; To fix the amount of the fidelity bond which shall be required of all officers, employees, agents, or members having custody of funds, properties, or records; provided, however, that the amount of such fidelity bond shall not be less than such minimum requirements as shall be prescribed by regulation of the department and shall be in such form as may from time to time be approved by the department; To fix within the restrictions imposed by statute the maximum amount of deposits which may be made by and the maximum amount that may be loaned to any one member; To fill vacancies on the board of directors, credit committee, and audit committee until the election and qualification of a successor; To have charge of the investment of funds of the credit union other than loans to members within the restrictions imposed by statute or delegate investment authority to a qualified committee or officer as designated by the board of directors; To appoint any committees deemed necessary; and To perform such other duties as the members may from time to time authorize. Unless otherwise provided in the articles or bylaws of a credit union: A majority of all directors shall constitute a quorum for the transaction of business and actions of a majority of those present at a meeting at which a quorum is present shall be deemed as actions of the board of directors; The board of directors may designate three or more of its number to constitute a credit committee, audit committee, or other committees which, to the extent provided in a resolution, shall have and exercise the authority of the board of directors with regard to the business of a credit union; and Any action authorized to be taken at a meeting of the board of directors or a credit, audit, or other committee may be taken without a meeting if the action is set forth in writing and approved and signed by all directors or all members of the credit, audit, or other committee entitled to vote with respect to the underlying subject matter. No director, officer, or committee member of a credit union shall: Receive anything of value for procuring or attempting to procure any loan from or investment by such credit union; Purchase, or directly or indirectly be interested in purchasing, from the credit union a promissory note or other evidence of indebtedness issued by the credit union for less than face value; or Purchase or sell any other asset to the credit union except: Upon terms not less than favorable to the credit union than those offered other persons or corporations; and With prior approval of the board of directors or a committee thereof authorized to act for the board, unless the transaction is made in the regular course of business. No director shall be eligible to vote concerning any purchase or sale when such director is or would be a party to the transaction. The provisions of Code Section 7-1-490 relative to the responsibilities of directors and officers and the delegation of investment decisions shall be applicable to the duties of directors, credit and audit committee members, and officers of credit unions. The board of directors may appoint an individual as an honorary director or director emeritus or member of an advisory board. An individual so appointed may be compensated but shall not vote at any meeting of the board of directors or be counted in determining a quorum and shall not have any responsibility for or be subject to any liability imposed upon a director or otherwise be deemed a director. (Ga. L. 1925, p. 165, § 13; Code 1933, § 25-113; Ga. L. 1956, p. 742, § 2; Ga. L. 1968, p. 465, § 6; Code 1933, § 41A-3107, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1975, p. 445, § 32; Ga. L. 1981, p. 1244, § 8; Ga. L. 1989, p. 1211, § 14; Ga. L. 2002, p. 1220, § 6; Ga. L. 2005, p. 826, § 19/SB 82; Ga. L. 2015, p. 344, § 22/HB 184; Ga. L. 2018, p. 214, § 15/HB 780; Ga. L. 2019, p. 828, § 24/HB 185; Ga. L. 2020, p. 320, § 10/HB 781.) The 2018 amendment, effective May 3, 2018, added subsection (f). See Editor's notes for applicability. The 2019 amendment, effective July 1, 2019, substituted "audit" for "supervisory" in paragraph (a)(5), in the middle of paragraph (b)(2), and near the end of subsection (e). The 2020 amendment, effective January 1, 2021, substituted "audit" for "supervisory" twice in paragraph (b)(3). Editor's notes. - Ga. L. 2018, p. 214, § 26(b)/HB 780, not codified by the General Assembly, provides that: "It is not the intent of the General Assembly to affect the law applicable to litigation pending as of March 9, 2018."