RCW ch. 31.12 — Revised Code of Washington Chapter 31.12 RCW — Washington State Credit Union Act

RCW 31.12.003 Findings—Intent—1997 c 397. The legislature finds that credit unions provide many valuable services to the consumers of this state and will be better prepared to continue providing these services if the Washington state credit union act is modernized, clarified, and reorganized. Furthermore, the legislature finds that credit unions and credit union members will benefit by enacting provisions clearly specifying the director of financial institutions' authority to enforce statutory provisions. Revisions to this chapter reflect the legislature's intent to modernize, clarify, and reorganize the existing act, and specify the director's enforcement authority. By enacting the revisions to this chapter, it is not the intent of the legislature to affect the scope of credit unions' field of membership or tax status, or impact federal parity provisions. [ 1997 c 397 s 1.] RCW 31.12.005 Definitions. Unless the context clearly requires otherwise, as used in this chapter: (1) "Board" means the board of directors of a credit union. (2) "Board officer" means an officer of the board elected under RCW 31.12.265(1). (3) "Branch" of a credit union, out-of-state credit union, or foreign credit union means any facility that meets all of the following criteria: (a) The facility is a staffed physical facility; (b) The facility is owned or leased in whole or part by the credit union or its credit union service organization; and (c) Deposits and withdrawals may be made at the facility. (4) "Capital" means a credit union's reserves, undivided earnings, and allowance for loan and lease losses, and other items that may be included under RCW 31.12.413 or by rule or order of the director. (5) "Credit union" means a credit union organized and operating under this chapter. (6) "Credit union service organization" means an organization that a credit union has invested in pursuant to RCW 31.12.436(1)(h), or a credit union service organization invested in by an out-of-state, federal, or foreign credit union. (7) "Department" means the department of financial institutions. (8) "Director" means the director of financial institutions. (9) "Federal credit union" means a credit union organized and operating under the laws of the United States. (10) "Financial institution" means any commercial bank, trust company, savings bank, or savings and loan association, whether state or federally chartered, and any credit union, out-of-state credit union, or federal credit union. (11) "Foreign credit union" means a credit union organized and operating under the laws of another country or other foreign jurisdiction. (12) "Insolvency" means: (a) If, under United States generally accepted accounting principles, the recorded value of the credit union's assets are less than its obligations to its share account holders, depositors, creditors, and others; or (b) If it is likely that the credit union will be unable to pay its obligations or meet its share account holders' and depositors' demands in the normal course of business. (13) "Loan" means any loan, overdraft line of credit, extension of credit, or lease, in whole or in part. (14) "Low-income member" means a member whose family income is not more than eighty percent of the median family income for the metropolitan statistical area where the member lives or for the national metropolitan area where the member lives, whichever is greater, or a member or potential member who earns not more than eighty percent of the total median earnings for individuals for the metropolitan statistical area where the member lives or for the national metropolitan area where the member lives, whichever is greater. For members living outside of a metropolitan statistical area, the department must apply the statewide or national nonmetropolitan area median family income or total median earnings for individuals. (15) "Material violation of law" means: (a) If the credit union or person has violated a material provision of: (i) Law; (ii) Any cease and desist order issued by the director; (iii) Any condition imposed in writing by the director in connection with the approval of any application or other request of the credit union; or (iv) Any supervisory agreement, or any other written agreement entered into with the director; (b) If the credit union or person has concealed any of the credit union's books, papers, records, or assets, or refused to submit the credit union's books, papers, records, or affairs for inspection to any examiner of the state or, as appropriate, to any examiner of the national credit union administration; or (c) If a member of a credit union board of directors or supervisory committee, or an officer of a credit union, has breached his or her fiduciary duty to the credit union. (16) "Net worth" means a credit union's capital, less the allowance for loan and lease losses. (17) "Operating officer" means an employee of a credit union designated as an officer pursuant to RCW 31.12.265(2). (18) "Organization" means a corporation, partnership, association, limited liability company, trust, or other organization or entity. (19) "Out-of-state credit union" means a credit union organized and operating under the laws of another state or United States territory or possession. (20) "Person" means an organization or a natural person including, but not limited to, a sole proprietorship. (21) "Principally" or "primarily" means more than one-half. (22) "Senior operating officer" includes: (a) An operating officer who is a vice president or above; and (b) Any employee who has policy-making authority. (23) "Significantly undercapitalized" means a net worth to total assets ratio of less than four percent. (24) "Small credit union" means a credit union with up to ten million dollars in total assets for the purposes of RCW 31.12.569. In any rule providing relief for small credit unions in RCW 31.12.516, the director shall determine an appropriate definition for the term based on the subject matter of the rule and shall include such definition in such rule. (25) "Unsafe or unsound condition" means, but is not limited to: (a) If the credit union is insolvent; (b) If the credit union has incurred or is likely to incur losses that will deplete all or substantially all of its net worth; (c) If the credit union is in imminent danger of losing its share and deposit insurance or guarantee; or (d) If the credit union is significantly undercapitalized. (26) "Unsafe or unsound practice" means any action, or lack of action, which is contrary to generally accepted standards of prudent operation, the likely consequences of which, if continued, would be abnormal risk of loss or danger to a credit union, its members, or an organization insuring or guaranteeing its shares and deposits. [ 2022 c 15 s 1; 2017 c 61 s 1. Prior: 2015 c 114 s 1; 2013 c 34 s 1; 2010 c 87 s 1; 2001 c 83 s 1; 1997 c 397 s 2; prior: 1994 c 256 s 68; 1994 c 92 s 175; 1984 c 31 s 2.] NOTES: Findings— RCW 31.12.015 Declaration of policy. A credit union is a cooperative society organized under this chapter as a nonprofit corporation for the purposes of promoting thrift among its members and creating a source of credit for them at fair and reasonable rates of interest. The director is the state's credit union regulatory authority whose purpose is to protect members' financial interests, the integrity of credit unions as cooperative institutions, and the interests of the general public, and to ensure that credit unions remain viable and competitive in this state. [ 1997 c 397 s 3. Prior: 1994 c 256 s 69; 1994 c 92 s 176; 1984 c 31 s 3.] NOTES: Findings— RCW 31.12.025 Use of words in name. (1) A credit union shall include the words "credit union" in its name. (2) No person may conduct business or engage in any other activity under a name or title containing the words "credit union", or represent itself as a credit union, unless it is: (a) A credit union, out-of-state credit union, or a foreign credit union; (b) An organization whose membership or ownership is limited to credit unions, out-of-state credit unions, federal credit unions, or their trade organizations; (c) A person that is primarily in the business of managing one or more credit unions, out-of-state credit unions, or federal credit unions; or (d) A credit union service organization. [ 1997 c 397 s 4; 1994 c 256 s 70; 1984 c 31 s 4.] NOTES: Findings— RCW 31.12.035 Application for permission to organize—Approval. Seven or more natural persons who reside in this state may apply to the director for permission to organize a credit union. The application must include copies of the proposed articles of incorporation and bylaws, and such other information as may be required by the director. The director shall approve or deny a complete application within sixty days of receipt. [ 1997 c 397 s 5; 1994 c 92 s 177; 1984 c 31 s 5.] RCW 31.12.055 Manner of organizing—Articles of incorporation—Submission to director. (1) Persons applying for the organization of a credit union shall execute articles of incorporation stating: (a) The initial name and location of the credit union; (b) That the duration of the credit union is perpetual; (c) That the purpose of the credit union is to engage in the business of a credit union and any other lawful activities permitted to a credit union by applicable law; (d) The number of its directors, which must not be less than five or greater than fifteen, and the names of the persons who are to serve as the initial directors; (e) The names of the incorporators; (f) The extent, if any, to which personal liability of directors is limited; (g) The extent, if any, to which directors, supervisory committee members, officers, employees, and others will be indemnified by the credit union; and (h) Any other provision which is not inconsistent with this chapter. (2) Applicants shall submit the articles of incorporation in triplicate to the director. [ 2017 c 61 s 2; 1997 c 397 s 6. Prior: 1994 c 256 s 71; 1994 c 92 s 179; 1984 c 31 s 7.] NOTES: Findings— RCW 31.12.065 Bylaws—Submission to director. (1) Persons applying for the organization of a credit union shall adopt bylaws that prescribe the manner in which the business of the credit union shall be conducted. The bylaws shall include: (a) The name of the credit union; (b) The field of membership of the credit union; (c) Reasonable qualifications for admission as a member of the credit union, and the procedures for expelling a member; (d) The number of directors and supervisory committee members, and the length of terms they serve and the permissible term length of any interim director or supervisory committee member; (e) Any qualification for eligibility to serve on the credit union's board or supervisory committee; (f) The number of credit union employees that may serve on the board, if any; (g) The frequency of regular meetings of the board and the supervisory committee, and the manner in which members of the board or supervisory committee will be notified of meetings; (h) The timing of the annual membership meeting; (i) The manner in which members may call a special membership meeting; (j) The manner in which members will be notified of membership meetings; (k) The number of members constituting a quorum at a membership meeting; (l) Provisions, if any, for the indemnification of directors, supervisory committee members, officers, employees, and others by the credit union, if not included in the articles of incorporation; and (m) Any other provision which is not inconsistent with this chapter. (2) Applicants shall submit the bylaws in duplicate to the director. [ 2017 c 61 s 3; 2001 c 83 s 2; 1997 c 397 s 7. Prior: 1994 c 256 s 72; 1994 c 92 s 180; 1984 c 31 s 8.] NOTES: Findings— RCW 31.12.075 Approval, denial of proposed credit union—Appeal. (1) When the proposed articles of incorporation and bylaws complying with the requirements of RCW 31.12.055 and 31.12.065 have been filed with the director, the director shall: (a) Determine whether the articles of incorporation and bylaws are consistent with this chapter; and (b) Determine the feasibility of the credit union, taking into account surrounding facts and circumstances influencing the successful operation of the credit union. (2) If the director is satisfied with the determinations made under subsection (1)(a) and (b) of this section, the director shall endorse each of the articles of incorporation "approved", indicate the date the approval was granted, and return two sets of articles and one set of bylaws to the applicants. (3) If the director is not satisfied with the determinations made under subsection (1)(a) and (b) of this section, the director shall endorse each of the articles of incorporation "denied," indicate the date of, and reasons for, the denial, and return two copies of the articles of incorporation with one copy of the bylaws to the person from whom they were received. The director shall at the time of returning the copies of the articles of incorporation and bylaws, also provide notice to the applicant of the applicant's right to appeal the denial under chapter 34.05 RCW. The denial is conclusive unless the applicant requests a hearing under chapter 34.05 RCW. [ 1997 c 397 s 8; 1994 c 92 s 181; 1984 c 31 s 9.] RCW 31.12.085 Filing upon approval—Fee—Notice to director—Authority to commence business. (1) Upon approval under RCW 31.12.075(2), the director shall deliver a copy of the articles of incorporation to the secretary of state for filing. Upon receipt of the approved articles of incorporation provided by the applicants, and the secretary of state filing fee paid by the department, the secretary of state shall file the articles of incorporation. (2) Upon filing of the approved articles of incorporation by the secretary of state, the persons named in the articles of incorporation and their successors may conduct business as a credit union, having the powers, duties, and obligations set forth in this chapter. A credit union may not conduct business until the articles have been filed by the secretary of state. (3) A credit union shall organize and begin conducting business within six months of the date that its articles of incorporation are filed by the secretary of state or its charter is void. However, the director may grant extensions of the six-month period. [ 2010 c 87 s 2; 2001 c 83 s 3; 1997 c 397 s 9; 1994 c 92 s 182; 1993 c 269 s 12; 1984 c 31 s 10.] NOTES: Effective date— RCW 31.12.105 Amendment to articles of incorporation—Approval of director—Procedure. A credit union's articles of incorporation may be amended by the board with the approval of the director. Complete applications for amendments to the articles must be approved or denied by the director within sixty days of receipt. Amendments to a credit union's articles of incorporation must conform with RCW 31.12.055. Upon approval, the director shall promptly deliver the articles' amendments, including any necessary filing fees paid by the applicant, to the secretary of state for filing. The articles' amendments are effective upon filing of the amendments by the secretary of state. [ 2001 c 83 s 4; 1997 c 397 s 10; 1994 c 92 s 184; 1984 c 31 s 12.] RCW 31.12.115 Amendment to bylaws—Approval of director required—Procedure. (1) A credit union's field of membership bylaws may be amended by the board with approval of the director. Complete applications to amend a credit union's field of membership bylaws must be approved or denied by the director within sixty days of receipt. (2) A credit union's other bylaws may be amended by the board. (3) Any amendments to a credit union's bylaws must conform with RCW 31.12.065. [ 2001 c 83 s 5; 1997 c 397 s 11. Prior: 1994 c 256 s 73; 1994 c 92 s 185; 1984 c 31 s 13.] NOTES: Findings— RCW 31.12.185 Annual membership meetings. (1) A credit union's annual membership meeting shall be held at such time and in such manner as the bylaws prescribe, and shall be conducted according to the rules of procedure approved by the board. (2) Notice of the annual membership meetings of a credit union shall be given as provided in the bylaws of the credit union. [ 2019 c 19 s 1; 1997 c 397 s 12; 1987 c 338 s 2; 1984 c 31 s 20.] RCW 31.12.195 Special membership meetings. (1) A special membership meeting of a credit union may be called by: (a) A majority vote of the board; (b) Written petition signed or similarly authenticated by at least ten percent or two thousand of the members of a credit union, whichever is less; (c) A unanimous vote of the supervisory committee for the purpose of presenting and discussing a special report by the supervisory committee regarding the failure of the board to adequately respond within a reasonable time frame to findings or recommendations previously provided to the board by the supervisory committee pursuant to RCW 31.12.335; or (d) Unanimous vote of the supervisory committee to suspend a director for cause pursuant to RCW 31.12.345 if the supervisory committee has provided the director and the board with written notice of such cause and a statement of reasons why cause was found, and the board and the director have failed to act within a reasonable period to rectify the activity that constitutes cause. (2) A call of a special membership meeting of a credit union shall be in writing submitted to the secretary of the credit union by the board, the petitioners, or the supervisory committee as applicable, and shall state specifically the purpose or purposes for which the meeting is called and the agenda item or items for consideration by the members at the meeting. If the special membership meeting is called for the removal of one or more directors or supervisory committee members, the call shall state the name of each individual whose removal is sought. (3)(a) Upon receipt of a call for a special membership meeting, the secretary of the credit union shall determine whether the call satisfies the requirements of this section. If so, the secretary shall determine the date and time on which the special membership meeting will be held, and provide notice of the special membership meeting in accordance with the requirements of this subsection and the credit union's bylaws. The special membership meeting must be held no later than ninety days after the date on which the call is received by the secretary. (b) The secretary shall give notice of the special membership meeting at least thirty days before the date of the meeting, or within such other reasonable time period as may be provided by the bylaws. The notice must state the purpose or purposes for which the special membership meeting is called, and the agenda items for the meeting. If the special membership meeting is called for the removal of one or more directors or supervisory committee members, the notice must state the name of each individual whose removal is sought. (4) Except as provided in this subsection, the chairperson of the board shall preside over special membership meetings. If the purpose of the special membership meeting includes the removal of the chairperson, the next highest ranking board officer whose removal is not sought shall preside over the meeting. If the removal of all board officers is sought, the chairperson of the supervisory committee shall preside over the special membership meeting. (5) At the special membership meeting, only those agenda items that are stated in the notice for the meeting may be considered. (6) Special membership meetings shall be conducted according to the rules of procedure approved by the board. [ 2019 c 19 s 2; 2017 c 61 s 4; 2015 c 114 s 2; 2013 c 34 s 2; 1997 c 397 s 13. Prior: 1994 c 256 s 77; 1994 c 92 s 188; 1987 c 338 s 3; 1984 c 31 s 21.] NOTES: Findings— RCW 31.12.225 Board of directors—Election of directors—Terms—Vacancies—Meetings—Rules. (1) The business and affairs of a credit union shall be managed by a board of not less than five and not greater than fifteen directors. (2) The directors must be elected at the credit union's annual membership meeting. They shall hold their offices until their successors are qualified and elected or appointed. (3) Directors shall be elected to terms of between one and three years, as provided in the bylaws. If the terms are longer than one year, the directors must be divided into classes, and an equal number of directors, as nearly as possible, must be elected each year. (4) Except as provided in subsection (5) of this section, any vacancy on the board must be filled by an interim director appointed by the board, unless the interim director would serve a term of fewer than ninety days. Interim directors appointed to fill vacancies created by expansion of the board will serve until the next annual meeting of members. Other interim directors will serve out the unexpired term of the former director, unless provided otherwise in the credit union's bylaws. (5) In the case of a merger between two credit unions pursuant to RCW 31.12.461, a board member of the merging credit union may continue to serve as a board member of the continuing credit union for a period not to exceed the equivalent of the duration of his or her unexpired term on the board of the merging credit union, provided that the approved plan of merger or other agreement approved by the director provides for such service on the continuing credit union's board with a corresponding expansion in the size of the continuing credit union's board not to exceed the limits under subsection (1) of this section. (6) The board will have at least six regular meetings each year, with at least one of these meetings held in each calendar quarter. The director may require the board to meet more frequently than six times per year if the director finds it necessary in order to address matters noted in any examination. (7) The director may adopt rules to interpret this section. [ 2015 c 114 s 3; 2013 c 34 s 3; 2001 c 83 s 6; 1997 c 397 s 14; 1984 c 31 s 24.] RCW 31.12.235 Directors—Qualifications—Operating officers and employees may serve. (1) A director must be a natural person and a member of the credit union. If a director ceases to be a member of the credit union, the director shall no longer serve as a director. (2)(a) If a director is absent from more than one-fourth of the regular board meetings in any twelve-month period in a term without being reasonably excused by the board, the director shall no longer serve as a director for the period remaining in the term. (b) The board secretary shall promptly notify the director that he or she shall no longer serve as a director. Failure to provide notice does not affect the termination of the director's service under (a) of this subsection. (3) A director must meet any qualification requirements set forth in the credit union's bylaws. If a director fails to meet these requirements, the director shall no longer serve as a director. (4) The operating officers and employees of the credit union may serve as directors of the credit union, but only as permitted by the credit union's bylaws. In no event may the operating officers and employees of the credit union constitute a majority of the board. [ 2013 c 34 s 4; 2001 c 83 s 7; 1997 c 397 s 15; 1994 c 256 s 78; 1984 c 31 s 25.] NOTES: Findings— RCW 31.12.246 Removal of directors and supervisory committee members—Interim directors and supervisory committee members. (1) The members of a credit union may remove a director of the credit union at a special membership meeting held in accordance with RCW 31.12.195 and called for that purpose. If the members remove a director, the members may at the same special membership meeting elect an interim director to complete the remainder of the former director's term of office or authorize the board to appoint an interim director as provided in RCW 31.12.225. (2) The members of a credit union may remove a supervisory committee member at a special membership meeting held in accordance with RCW 31.12.195 and called for that purpose. If the members remove a supervisory committee member, the members may at the same special membership meeting elect an interim supervisory committee member to complete the remainder of the former supervisory committee member's term of office or authorize the supervisory committee to appoint an interim supervisory committee member as provided in RCW 31.12.326. [ 2017 c 61 s 5; 1997 c 397 s 16; 1984 c 31 s 26.] RCW 31.12.251 Removal of directors—No quorum. If at any time because of the removal of one or more credit union directors under this chapter, the board of directors of a credit union has less than a quorum of directors, all powers and functions vested in or exercisable by the board vest in and are exercisable by the director or directors remaining until such a time as there is a quorum on the board of directors. If all of the directors of a credit union are removed under this chapter, the director of the department of financial institutions shall appoint persons to serve temporarily as directors of the credit union until such a time as their respective successors take office. [ 2010 c 87 s 19.] RCW 31.12.255 Board of directors—Powers and duties. The business and affairs of a credit union shall be managed by the board of the credit union. The duties of the board include, but are not limited to, the duties enumerated in this section. The duties listed in subsection (1) of this section may not be delegated by the credit union's board of directors. The duties listed in subsection (2) of this section may be delegated to a committee, officer, or employee, with appropriate reporting to the board. (1) The board shall: (a) Set the par value of shares, if any, of the credit union; (b) Set the minimum number of shares, if any, required for membership; (c) Establish policies governing the operation of the credit union; (d) Establish the conditions under which a member may be expelled for cause; (e) Fill vacancies on all committees except the supervisory committee; (f) Approve an annual operating budget for the credit union; (g) Designate those persons or positions authorized to execute or certify documents or records on behalf of the credit union; and (h) Review the supervisory committee's annual report. (2) In addition, unless delegated, the board shall: (a) Determine the maximum amount of shares and deposits that a member may hold in the credit union; (b) Set the rate of interest on deposits and the rate of dividends on shares and authorize the payment of dividends on shares; and (c) Approve the charge-off of credit union losses. [ 2015 c 123 s 1; 2001 c 83 s 8; 1997 c 397 s 17; 1994 c 256 s 79; 1984 c 31 s 27.] NOTES: Findings— RCW 31.12.265 Officers. (1) The board at its first meeting after the annual membership meeting shall elect board officers from among its members, as provided in the credit union's bylaws. The board will elect as many board officers as it deems necessary for transacting the business of the board of the credit union. The board officers shall hold office until their successors are qualified and elected, unless sooner removed as provided in this chapter. All board officers must be elected members of the board. However, the office of board treasurer and board secretary may be held by the same person and need not be elected members of the board. (2) The board may designate as many operating officers as it deems necessary for conducting the business of the credit union, including, but not limited to, a principal operating officer. Individuals serving as operating officers may also serve as board officers in accordance with subsection (1) of this section and subject to RCW 31.12.235(4). [ 1997 c 397 s 18; 1994 c 256 s 80; 1987 c 338 s 4; 1984 c 31 s 28.] NOTES: Findings— RCW 31.12.267 Officials—Fiduciary duty—Information relied on—Definition. (1) Officials owe a fiduciary duty to the credit union, and must discharge the duties of their positions: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the official reasonably believes to be in the best interests of the credit union. (2) In discharging the duties of an official, the official is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the credit union whom the official reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants, or other persons as to matters the official reasonably believes are within the person's professional or expert competence; or (c) A committee of the board of directors or supervisory committee of which the official is not a member if the official reasonably believes the committee merits confidence. (3) An official is not acting in good faith if the official has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) An official is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section. (5) As used in this section, "official" means a director, board officer, supervisory committee member, or senior operating officer of the credit union. [ 2017 c 61 s 6; 2010 c 87 s 3; 2001 c 83 s 9; 1997 c 397 s 19.] RCW 31.12.269 Directors and committee members—Limitations on personal liability—Exceptions. (1) Directors and committee members at a credit union or federal credit union have no personal liability for harm caused by acts or omissions performed on behalf of the credit union if: The director or committee member was acting within the scope of his or her duties at the time of the act or omission; the harm was not caused by an act in violation of RCW 31.12.267; the harm was not caused by willful or criminal misconduct, gross negligence, reckless misconduct, or a conscious, flagrant indifference to the rights or safety of the individual harmed; and the harm was not caused by the director or committee member's operation of a motor vehicle, vessel, aircraft, or other vehicle for which the state requires the operator or the owner of the vehicle, craft, or vessel to either possess an operator's license or maintain insurance. (2) This section does not affect a director's or committee member's liability to the credit union or to a governmental entity for harm to the credit union or governmental entity caused by the director or committee member. (3) This section does not affect the vicarious liability of the credit union with respect to harm caused to any person, including harm caused by the negligence of a director or committee member. (4) This section does not affect the liability of employees of the credit union for acts or omissions done within the scope of their employment. [ 2001 c 120 s 1.] RCW 31.12.285 Suspension of members of board or supervisory committee by board—For cause. The board may, for cause, suspend a member of the board or a member of the supervisory committee until a special membership meeting, called for that purpose, is held under RCW 31.12.195. The membership meeting must be held within ninety days after the suspension. The members attending the meeting shall vote whether to remove a suspended party. For purposes of this section, "cause" includes demonstrated financial irresponsibility, a breach of fiduciary duty to the credit union, or activities which, in the judgment of the board, threaten the safety and soundness of the credit union. [ 2015 c 114 s 4; 2013 c 34 s 5; 1997 c 397 s 21; 1984 c 31 s 30.] RCW 31.12.326 Supervisory committee—Membership—Terms—Vacancies—Operating officers and employees may not serve—Audit committee alternative. (1) A supervisory committee of at least three members must be elected at the annual membership meeting of the credit union. Members of the supervisory committee shall serve a term of three years, unless sooner removed under this chapter or until their successors are qualified and elected or appointed. The members of the supervisory committee shall be divided into classes so that as equal a number as is possible is elected each year. (2) At least one supervisory committee member may attend each regular meeting of the board. However, supervisory committee members may be excluded from executive sessions of board meetings. (3)(a) If a supervisory committee member is absent from more than one-third of the committee meetings in any twelve-month period in a term without being reasonably excused by the committee, the member shall no longer serve as a member of the committee for the period remaining in the term. (b) The supervisory committee shall promptly notify the member that he or she shall no longer serve as a committee member. Failure to provide notice does not affect the termination of the member's service under (a) of this subsection. (4) A supervisory committee member must be a natural person and a member of the credit union. If a member of the supervisory committee ceases to be a member of the credit union, the member shall no longer serve as a committee member. The chairperson of the supervisory committee may not serve as a board officer. (5) Except as provided in subsection (6) of this section, any vacancy on the committee must be filled by an interim member appointed by the committee, unless the interim member would serve a term of fewer than ninety days. Interim members appointed to fill vacancies created by expansion of the committee will serve until the next annual meeting of members. Other interim members may serve out the unexpired term of the former member, unless provided otherwise by the credit union's bylaws. However, if all positions on the committee are vacant at the same time, the board may appoint interim members to serve until the next annual membership meeting. (6) In the case of a merger between two credit unions pursuant to RCW 31.12.461, a supervisory committee member of the merging credit union may continue to serve as a supervisory committee member of the continuing credit union for a period not to exceed the equivalent of the duration of his or her unexpired term on the supervisory committee of the merging credit union, provided that the approved plan of merger or other agreement approved by the director provides for such service on the continuing credit union's supervisory committee with a corresponding expansion in the size of the continuing credit union's supervisory committee. (7) No operating officer or employee of a credit union may serve on the credit union's supervisory committee. No more than one director may be a member of the supervisory committee at the same time, unless provided otherwise by the credit union's bylaws. No member of the supervisory committee may serve on the credit committee or investment committee of the credit union while serving on the supervisory committee. (8) A credit union may establish an audit committee in lieu of a supervisory committee. An audit committee and its members possess the same duties and powers, and are subject to the same limitations as a supervisory committee and its members pursuant to this chapter. [ 2017 c 61 s 7; 2015 c 114 s 5; 2001 c 83 s 10; 1997 c 397 s 22; 1984 c 31 s 34.] RCW 31.12.335 Supervisory committee—Duties. (1) The supervisory committee of a credit union shall: (a) Keep informed as to the financial condition of the credit union and the decisions of the credit union's board; (b) Perform or arrange for: (i) A complete annual audit of the credit union; and (ii) A verification of its members' accounts at least once every two years, and shall provide any related findings and recommendations from such audits and verifications to the board; (c) Provide an annual report to members at each annual membership meeting; (d) Perform or arrange for additional audits as requested by the board or management or as deemed necessary by the supervisory committee and provide any related findings and recommendations to management or the board as deemed appropriate by the supervisory committee; (e) Monitor the implementation of management responses to material adverse findings in audits and regulatory examinations; (f) Implement a process for the supervisory committee to receive and respond to whistleblower complaints; and (g) Perform any additional duties as specified by the board or in the credit union's bylaws. (2) The supervisory committee may in its sole discretion retain, at the credit union's expense, independent counsel or other professional advisors or consultants as necessary to perform the duties under this section. [ 2019 c 19 s 3; 2017 c 61 s 8; 2001 c 83 s 11; 1997 c 397 s 23. Prior: 1994 c 256 s 82; 1994 c 92 s 192; 1984 c 31 s 35.] NOTES: Findings— RCW 31.12.345 Suspension of members of a committee or members of the board by supervisory committee—For cause. (1) The supervisory committee may, by unanimous vote, for cause, suspend a member of the board, until a special membership meeting called for that purpose is held in accordance with the requirements of RCW 31.12.195. The membership meeting must be held within ninety days after the suspension. The members participating in that meeting shall vote whether to remove the suspended person or persons. (2) For purposes of this section, "cause" includes demonstrated financial irresponsibility, a breach of fiduciary duty to the credit union, or activities which, in the judgment of the supervisory committee, threaten the safety and soundness of the credit union. [ 2015 c 114 s 6; 1997 c 397 s 24; 1984 c 31 s 36.] RCW 31.12.365 Directors and supervisory committee members—Compensation—Reimbursement—Rules. (1) A credit union may pay to its directors and supervisory committee members reasonable compensation for their service as directors and supervisory committee members. Irrespective of whether it pays compensation to its directors or supervisory committee members, a credit union may provide to its directors and supervisory committee members: (a) Gifts of minimal value; (b) Insurance coverage or incidental services, available to employees generally; and (c) Reimbursement for reasonable expenses incurred on behalf of themselves and their spouses in the performance of the directors' and supervisory committee members' duties. (2) The director may adopt rules to interpret this section. [ 2015 c 123 s 2; 2013 c 34 s 6; 2001 c 83 s 12; 1997 c 397 s 25; 1984 c 31 s 38.] RCW 31.12.367 Risk—Bond coverage—Notice to director—Timing. (1) Each credit union must be adequately insured against risk. In addition, each director, officer, committee member, and employee of a credit union must be adequately bonded. (2) When a credit union receives notice that its fidelity bond coverage will be suspended or terminated, the credit union shall notify the director in writing not less than thirty-five days prior to the effective date of the suspension or termination. [ 2015 c 114 s 7; 2001 c 83 s 13; 1997 c 397 s 26; 1994 c 92 s 191; 1984 c 31 s 32. Formerly RCW 31.12.306.] RCW 31.12.372 Director may suspend any person, reason—Notice—Injunctions. (1) The director may issue and serve written notice of charges under RCW 31.12.575 to suspend a person from further participation in any manner in the conduct of the affairs of a credit union if the director determines that such an action is necessary for the protection of the credit union or the interests of the credit union's members. (2) Any suspension notice issued by the director is effective upon service and, unless the superior court of the county in which the primary place of business of the credit union is located issues a stay of the notice, remains in effect and enforceable until: (a) The director dismisses the charges contained in the notice served on the person; or (b) The effective date of a final order for removal of the person pursuant to administrative proceedings under RCW 31.12.625. (3) With the suspension notice, the director shall serve a notice of intent to remove or prohibit under RCW 31.12.575. (4) Within ten days after the person has been served with the suspension notice, the person may apply to the superior court of the county in which the primary place of business of the credit union is located for an injunction setting aside, limiting, or holding in abeyance the suspension notice pending the completion of the administrative proceedings under the notice issued under subsection (3) of this section. (5) In the case of a violation or threatened violation of a suspension notice, the director may apply to the superior court of the county in which the primary place of business of the credit union is located for an injunction to enforce the notice, and the court shall issue an injunction if it determines that there has been a violation or threatened violation. (6) For the purposes of this section, the principal place of business of a foreign or out-of-state credit union is Thurston county. [ 2015 c 114 s 8; 2010 c 87 s 17.] RCW 31.12.382 Limitation on membership. (1) Membership in a credit union shall be limited to groups having a common bond of occupation or association, or to groups within a well-defined neighborhood, community, or rural district. The director may adopt rules: (a) Reasonably defining "common bond"; and (b) setting forth standards for the approval of charters. (2) The director may approve the inclusion within the field of membership of a credit union a group having a separate common bond if the director determines that the group is not of sufficient size or resources to support a viable credit union of its own. (3) The director may approve, in accordance with the provisions of this chapter, the inclusion within a credit union's field of membership of groups having a common bond of occupation or association, or groups within a well-defined neighborhood, community, or rural district, notwithstanding the fact that such groups are situated partially or wholly outside this state. [ 2019 c 19 s 4; 1994 c 92 s 178; 1984 c 31 s 6. Formerly RCW 31.12.045.] RCW 31.12.384 Membership. (1) A credit union may admit to membership those persons qualified for membership as set forth in its bylaws. (2) An organization whose membership, ownership, or employees are comprised principally of persons who are eligible for membership in the credit union may become a member of the credit union. [ 1997 c 397 s 27; 1984 c 31 s 16. Formerly RCW 31.12.145.] RCW 31.12.386 Voting rights—Methods—Proxy—Under eighteen years of age. (1) No member may have more than one vote. A natural person may not hold more than one membership in a credit union on behalf of himself or herself. An organization having membership in a credit union may cast one vote through a natural person agent duly authorized in writing. (2) Members may vote, as prescribed in the credit union's bylaws, by mail ballot, absentee ballot, or other method. However, no member may vote by proxy. (3) A member who is not at least eighteen years of age is not eligible to vote as a member unless otherwise provided in the credit union's bylaws. [ 2017 c 61 s 9; 1997 c 397 s 28; 1994 c 256 s 76; 1984 c 31 s 17. Formerly RCW 31.12.155.] NOTES: Findings— RCW 31.12.388 Expulsion of member—Challenge—Share and deposit accounts. (1) Members expelled from the credit union will be notified of the expulsion and the reasons upon which it is based. The credit union will, upon request of the expelled member, allow the member to challenge the expulsion and seek reinstatement as a member. (2) The amounts in an expelled member's share and deposit accounts must be promptly paid to the person following expulsion, and after deducting amounts due from the member(s) to the credit union, including, but not limited to, any applicable penalties for early withdrawal. Expulsion will not operate to relieve the person from outstanding liabilities owed to the credit union. [ 1997 c 397 s 29; 1984 c 31 s 31. Formerly RCW 31.12.295.] RCW 31.12.402 Powers. A credit union may: (1) Issue shares to and receive deposits from its members in accordance with RCW 31.12.416; (2) Make loans to its members in accordance with RCW 31.12.426 and 31.12.428; (3) Pay dividends and interest to its members in accordance with RCW 31.12.418; (4) Impose reasonable charges for the services it provides; (5) Impose financing charges and reasonable late charges in the event of default on loans, subject to applicable law, and recover reasonable costs and expenses, including, but not limited to, collection costs, and reasonable attorneys' fees incurred both before and after judgment, incurred in the collection of sums due, if provided for in the note or agreement signed by the borrower; (6) Acquire, lease, hold, assign, pledge, sell, or otherwise dispose of interests in personal property and in real property in accordance with RCW 31.12.438; (7) Deposit and invest funds in accordance with RCW 31.12.436; (8) Borrow money, up to a maximum of fifty percent of its total shares, deposits, and net worth; (9) Discount or sell any of its assets, or purchase any or all of the assets of another credit union, out-of-state credit union, or federal credit union. However, a credit union may not discount or sell all, or substantially all, of its assets without the approval of the director; (10) Accept deposits of deferred compensation of its members; (11) Act as fiscal agent for and receive payments on shares and deposits from the federal government or this state, and any agency or political subdivision thereof; (12) Engage in activities and programs as requested by the federal government, this state, and any agency or political subdivision thereof, when the activities or programs are not inconsistent with this chapter; (13) Hold membership in credit unions, out-of-state credit unions, or federal credit unions and in organizations controlled by or fostering the interests of credit unions, including, but not limited to, a central liquidity facility organized under state or federal law; (14) Pay additional dividends and interest to members, or an interest rate refund to borrowers; (15) Enter into lease agreements, lease contracts, and lease-purchase agreements with members; (16) Act as insurance agent or broker for the sale to members of: (a) Group life, accident, health, and credit life and disability insurance; and (b) Other insurance that other types of Washington state-chartered financial institutions are permitted to sell, on the same terms and conditions that these institutions are permitted to sell such insurance; (17) Impose a reasonable service charge for the administration and processing of accounts that remain dormant for a period of time specified by the credit union; (18) Establish and operate on-premises or off-premises electronic facilities; (19) Enter into formal or informal agreements with another credit union for the purpose of fostering the development of the other credit union; (20) Work with community leaders to develop and prioritize efforts to improve the areas where their members reside by making investments in the community through contributions to organizations that primarily serve either a charitable, social, welfare, or educational purpose, or are exempt from taxation pursuant to section 501(c)(3) of the internal revenue code; (21) Limit the personal liability of its directors in accordance with provisions of its articles of incorporation that conform with RCW 23B.08.320; (22) Indemnify its directors, supervisory committee members, officers, employees, and others in accordance with provisions of its articles of incorporation or bylaws that conform with RCW 23B.08.500 through 23B.08.600; (23) Conduct a promotional contest of chance as authorized in RCW 9.46.0356(1)(b), as long as the conditions of RCW 9.46.0356(5) and 30A.22.260 are complied with to the satisfaction of the director; (24) Cash checks, money orders, and other payment instruments for members and persons who are eligible for membership in the credit union; and (25) Exercise such incidental powers as are necessary or convenient to enable it to conduct the business of a credit union. [ 2022 c 15 s 2; 2011 c 303 s 6; 2001 c 83 s 14; 1997 c 397 s 30. Prior: 1994 c 256 s 74; 1994 c 92 s 186; 1990 c 33 s 564; 1984 c 31 s 14. Formerly RCW 31.12.125.] NOTES: Findings— RCW 31.12.404 Additional powers—Authority of director. (1) Notwithstanding any other provision of law, and in addition to all powers and authorities, express or implied, that a credit union has under the laws of this state, a credit union has the powers and authorities that a federal credit union had on December 31, 1993, or a subsequent date by June 9, 2022. (2) Notwithstanding any other provision of law, and in addition to the powers and authorities, express or implied, that a credit union has under subsection (1) of this section, a credit union has the powers and authorities that a federal credit union has subsequent to June 9, 2022, if the director finds that the exercise of the power and authority serves the convenience and advantage of members of credit unions, and maintains the fairness of competition and parity between credit unions and federal credit unions. However, a credit union must comply with RCW 31.12.408. (3) Notwithstanding any other provision of law, and in addition to the powers and authorities, express or implied, that a credit union has under subsections (1) and (2) of this section, a credit union may exercise the powers and authorities that it would have if it were an out-of-state credit union. Any such power or authority is subject to regulation by the director. In exercising such power or authority, a credit union: (a) Must comply with RCW 31.12.408; (b) Is not granted the field of membership powers or authorities of any out-of-state credit union; and (c) Must be able to exercise such power or authority consistent with the purposes of this chapter. (4) Before exercising any power or authority afforded under subsection (3) of this section, a credit union must first notify the director of its intent to do so. This notice must be sent to the director by United States mail or by electronic means if the director accepts electronic delivery. If the director takes no action on the request within thirty days of delivery of the notice, the right to exercise the power or authority is deemed granted, subject to the restrictions in subsection (3)(a) and (b) of this section. In order to grant the request, the director must find that: (a) The request complies with subsection (3)(a), (b), and (c) of this section; and (b) The exercise of such power or authority serves the convenience and advantage of members of credit unions and maintains the fairness of competition and parity between credit unions and out-of-state credit unions. (5) The restrictions, limitations, and requirements applicable to specific powers or authorities of federal or out-of-state credit unions apply to credit unions exercising those powers or authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to the specific exercise of the powers or authorities granted credit unions solely under this section. (6) As used in this section, "powers and authorities" include, but are not limited to, powers and authorities in corporate governance matters. [ 2022 c 15 s 3; 2019 c 19 s 5; 2017 c 61 s 10; 2015 c 114 s 9; 2001 c 83 s 15; 1997 c 397 s 31. Prior: 1994 c 256 s 75; 1994 c 92 s 187; 1987 c 338 s 1; 1984 c 31 s 15. Formerly RCW 31.12.136.] NOTES: Findings— RCW 31.12.408 Insurance required after December 31, 1998—Federal share insurance program or an equivalent share insurance program—Director's findings. (1) After December 31, 1998, credit unions must be insured under the federal share insurance program or an equivalent share insurance program as defined in this section. For the purposes of this section an equivalent share insurance program is a program that: (a) Holds reserves proportionately equal to the federal share insurance program; (b) maintains adequate reserves and access to additional sources of funds through replenishment features, reinsurance, or other sources of funds; and (c) has share insurance contracts that reflect a national geographic diversity. (2) Before any credit union may insure its share deposits with a share insurance program other than the federal share insurance program, the director must make a finding that the alternative share insurance program meets the standards set forth in this section, following a public hearing and a report on the basis for such finding to the appropriate standing committees of the legislature. All such findings shall be made before December 1st of any year and shall not take effect until the end of the regular legislative session of the following year. (3) Any alternative share insurance program approved under this section shall be reviewed annually by the director to determine whether the program currently meets the standards in this section. The director shall prepare a written report of his or her findings including supporting analysis and forward the report to the appropriate standing committees of the legislature. If the director finds that the alternative share insurance program does not currently meet the standards of this section the director shall notify all credit unions that insure their shares under the alternative share insurance program, and shall include notice of a public hearing for the purpose of receiving comment on the director's finding. Following the hearing the director may either rescind his or her finding or reaffirm the finding that the alternative share insurance program does not meet the standards in this section. If the finding is reaffirmed, the director shall order all credit unions whose shares are insured with the alternative share insurance program to file, immediately, an application with the national credit union administration to convert to the federal share insurance program. [ 1996 c 5 s 6; (1998 c 122 s 6 expired July 1, 2001). Formerly RCW 31.12.039.] NOTES: Expiration date— RCW 31.12.413 Low-income credit unions—Director's approval required—Powers—Rules. (1) A credit union may apply in writing to the director for designation as a low-income credit union. To qualify for approval of this designation, the credit union must provide evidence satisfactory to the director that at least fifty percent of a substantial and well-defined segment of the credit union's members or potential primary members are low-income members. (2) Among other powers and authorities, a low-income credit union may: (a) Issue secondary capital accounts approved in advance by the director upon application of the credit union; and (b) Accept and maintain shares and deposits from nonmembers. (3) The director may adopt rules for the organization and operation of low-income credit unions including, but not limited to, rules concerning secondary capital accounts and requiring disclosures to the purchasers of the accounts. [ 2017 c 61 s 11; 2015 c 114 s 10; 2001 c 83 s 16.] RCW 31.12.416 Shares and deposits governed by chapter 30.22 RCW—Limitation on shares and deposits—Notice of withdrawal—Lien rights. (1) Shares held and deposits made in a credit union by a natural person are governed by *chapter 30.22 RCW. (2) A credit union may require ninety days notice of a member's intention to withdraw shares or deposits. The notice requirement may be extended with the written consent of the director. (3) A credit union will have a lien on all shares and deposits, including, but not limited to, dividends, interest, and any other earnings and accumulations thereon, of any share account holder or depositor, to the extent of any obligation owed to the credit union by the share account holder or depositor. [ 1997 c 397 s 32. Prior: 1994 c 256 s 83; 1994 c 92 s 194; 1984 c 31 s 40. Formerly RCW 31.12.385.] NOTES: *Reviser's note: RCW 31.12.418 Dividends. Dividends may be paid from current undivided earnings which remain after deduction of expenses and the amounts required for reserves, or from the undivided earnings that remain from preceding periods. [ 2015 c 123 s 3; 1997 c 397 s 33; 1984 c 31 s 50. Formerly RCW 31.12.485.] RCW 31.12.426 Loans—Secured or unsecured loans. (1) A credit union may make secured and unsecured loans to its members under policies established by the board, subject to the loans to one borrower limits provided for in RCW 31.12.428. Each loan must be evidenced by records adequate to support enforcement or collection of the loan and any review of the loan by the director. Loans must be in compliance with rules adopted by the director. (2) Loans to directors, supervisory committee members, and credit committee members may not be made under more favorable terms and conditions than those made to members generally. (3) A credit union may obligate itself to purchase loans in accordance with RCW 31.12.436(1)(a), if the credit union's underwriting policies would have permitted it to originate the loans. [ 2013 c 34 s 7; 2001 c 83 s 17; 1997 c 397 s 34. Prior: 1994 c 256 s 84; 1994 c 92 s 195; 1987 c 338 s 6; 1984 c 31 s 42. Formerly RCW 31.12.406.] NOTES: Findings— RCW 31.12.428 Limit on loan amount. (1) No loan may be made to any borrower if the loan would cause the borrower to be indebted to the credit union on all types of loans in an aggregated amount exceeding ten thousand dollars or twenty-five percent of the capital of the credit union, whichever is greater, without the approval of the director. (2) The director by rule may establish separate limits on business loans to one borrower. [ 2001 c 83 s 18; 1997 c 397 s 35; 1994 c 256 s 92. Formerly RCW 31.12.317.] NOTES: Effective date— RCW 31.12.436 Investment of funds—When investment later becomes impermissible. (1) A credit union may invest its funds in any of the following, as long as the investments are deemed prudent by the board: (a) Loans held by credit unions, out-of-state credit unions, or federal credit unions; loans to members held by other lenders; and loans to nonmembers held by other lenders, with the approval of the director; (b) Bonds, securities, or other investments that are fully guaranteed as to principal and interest by the United States government, and general obligations of this state and its political subdivisions; (c) Obligations issued by corporations designated under 31 U.S.C. Sec. 9101, or obligations, participations or other instruments issued and guaranteed by the federal national mortgage association, federal home loan mortgage corporation, government national mortgage association, or other government-sponsored enterprise; (d) Participations or obligations which have been subjected by one or more government agencies to a trust or trusts for which an executive department, agency, or instrumentality of the United States has been named to act as trustee; (e) Share or deposit accounts of other financial institutions, the accounts of which are federally insured or insured or guaranteed by another insurer or guarantor approved by the director. The shares and deposits made by a credit union under this subsection (1)(e) may exceed the insurance or guarantee limits established by the organization insuring or guaranteeing the institution into which the shares or deposits are made; (f) Common trust or mutual funds whose investment portfolios consist of securities issued or guaranteed by the federal government or an agency of the government; (g) Up to five percent of the capital of the credit union, in debt or equity issued by an organization owned by the Northwest credit union association or its successor c