SECTION 1. Section 4 of Chapter 294 of the Acts of 1961, as most recently amended by Section 2 of Chapter 168 of the Acts of 2004 is hereby amended by striking Section 4 and inserting in place thereof the following:-
Section 4. There shall be a board of not less than nine, or more than fifteen, members who shall be elected by the delegates of the members as follows:
(a) Not less than six, or more than eleven, directors shall be elected from the member credit unions. Directors elected from the membership shall serve in the capacity of president or chief executive officer, or equivalent, of the member credit union at the time of their election.
(b) On and after the annual meeting of the corporation to be held in the year nineteen hundred and eighty-six, directors may also be elected from excess member credit unions so long as the combined number of regular member and excess member directors, subject to the exception contained in subparagraph (a), does not exceed eleven.
(c) There shall be three or four outside directors, as defined in subparagraph (d) and determined pursuant to subparagraph (e).
(d) Outside directors shall be elected from a list of persons nominated by member credit unions, none of whom shall be directors, officers, employees, or agents of a member credit union or a director, trustee or other officer of any other financial institution. Each member credit union may nominate persons to be such a director by filing the name of such person with the board of directors not later than sixty days prior to the annual meeting; provided, however, that any such person shall be qualified by training and experience in one of the following fields: business judgement, insurance, investments, real estate, accounting or law.
Each director shall be elected for a three year term, except as otherwise provided in subparagraph (c). All directors shall be sworn and hold office until their successors are qualified. If a person elected does not within thirty days thereafter take the oath of office, his office shall thereupon become vacant. The directors shall fill any vacancies on the board until the next annual meeting. The directors may from time to time adopt such rules and regulations as they may deem necessary to effect the purposes of this act, provided that such rules and regulations shall not become effective until they have been approved by the commissioner, and for such purposes the commissioner may confer and advise with the directors and furnish them with such information as they may request.
There shall be a chairman of the board, vice-chairman of the board, president, treasurer and clerk of the corporation and such other officers and committees thereof as the board of directors may deem necessary, which officers and committees shall be elected annually by the directors, at a meeting held not more than 60 days following the adjournment of the annual delegates meeting. The chairman and vice-chairman shall be elected from the board of directors and the president may be elected from the board of directors. The clerk of the corporation shall be the clerk of the board of directors. The directors may fill any vacancies in said offices and committees until the next annual meeting and, for cause shown, may remove by a two thirds vote of all members of the board, any officer or committee member.
The number of directors provided in subsections (a) and (c) shall be determined from time to time by a two-thirds vote of the Board of Directors. Notwithstanding such vote by the Board of Directors, any person who is serving as a director of the corporation at the time of such a vote shall be entitled to serve the remaining time on their then current term of office.
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