The Technology Credit Union (“Tech CU”) Board of Directors has scheduled the 2019 Annual Meeting of Members for April 24, 2019. Tech CU’s Bylaws set forth the procedures for nominating candidates for election to the Board and the Supervisory Committee. All proposed nominees must satisfy the qualification procedures in Section 44 of the Bylaws and all other applicable nomination procedures specified by the Board or the Bylaws, which are summarized below.
Director Nominees. Nominations may be made by the Board or by any member entitled to vote. No person who has not been qualified as required in Section 44 of the Bylaws may be nominated. To be qualified, a nominee must possess the skills, personal integrity, independence, financial sophistication and ability necessary to provide prudent oversight in connection with the business, affairs and assets of Tech CU. The Board is the final judge of whether any person is a qualified nominee.
In order to allow adequate time to properly evaluate and review whether any member proposed candidate is qualified, all of the information required by Section 44(b) of the Bylaws must be submitted to the Secretary of Tech CU no later than the close of business on November 7, 2018 (“Notification Deadline”).
Upon receipt, a proposed nominee will be required to consent to an investigation and verification of all information provided. The Board, in the exercise of its discretion, may decide to nominate and place on the ballot the number of qualified candidates necessary to fill vacancies and open seats on the Board even if other persons are deemed qualified.
If the Board determines that a proposed candidate is qualified, but decides not to nominate more qualified candidates than the number of seats subject to election, the proposed candidate may follow the petition procedure in Section 39 of the Bylaws.
The Board has set the close of business on December 28, 2018 as the deadline for submission of petitions (the “Cut-Off Date”). If a petition submitted by a qualified candidate satisfies all of the requirements in Section 39 (and the petition is authenticated pursuant to Section 40), the name of the candidate will be placed on the ballot (as an alternative candidate to the Board’s recommended nominees). In this event, Section 41 of the Bylaws will apply.
Supervisory Committee. Nominations may be made by the Supervisory Committee (the “Committee”) or by any member entitled to vote. Any member seeking consideration for membership on the Committee must satisfy Section 44 Nominations and Section 73 of the Bylaws including the Notification Deadline. The Committee will evaluate and review the information provided by any proposed nominee. Upon receipt, a proposed nominee will be required to consent to an investigation and verification of all information provided. The Committee is the final judge of whether any person is qualified.
On or before the Cut-Off Date, the Committee, in the exercise of its discretion, may decide to nominate the number of qualified candidates necessary to fill vacancies and open seats on the Committee or it may nominate more qualified candidates than the number of vacancies and openings. If the Committee decides to present more nominees than the number of open seats, the Committee may present a recommended nominee(s) and an alternative candidate. The petition procedure is inapplicable to the Committee.
Need More Information? The above summary is qualified by and subject in its entirety to Tech CU’s Bylaws and applicable law. Members interested in any of these positions may obtain additional information by contacting the Tech CU Legal Department at firstname.lastname@example.org.