Proposed changes to the Bylaws are shown below in Red. 

ARTICLE X
Members, their Meetings
1. The Annual Meeting of the members shall be held in-person during the first quarter of the year at such time and place as prescribed by the Board of Directors. The Board of Directors, at its discretion, may include a virtual attendance option for those that cannot attend the in-person meeting.

2. Special in-person meetings of the members may be called by the Chairperson or the Board of Directors by majority vote, or by the Supervisory Committee as provided in these Bylaws. The Board of Directors, at its discretion, may include a virtual attendance option for those that cannot attend the in-person special meeting. The Chairperson must call a special meeting, meaning the meeting must be held, within thirty (30) days of the receipt of a written request of twenty-five (25) members or 5% of the members as of the date of request, whichever number is larger. However, a request of no more than seven-hundred-fifty members may be required to call a special meeting.

3. At least thirty (30) days but no more than seventy-five (75) days before the date of any annual meeting or at least seven (7) days before the date of any special meeting of the members, the Secretary must give written notice to each member. Notice may be by written notice delivered in person or by mail to the member’s address, or for members who have opted to receive statements and notices electronically, by electronic mail.

Notice of any special meeting must state the purpose for which it is to be held, and no business other than that related to this purpose may be transacted at the meeting.

4. At Annual or Special Meetings, fifteen (15) qualified voting members as defined in ARTICLE XI shall constitute a quorum. If no quorum is present, an adjournment may be taken to a date at least seven (7) but not more than fourteen (14) days thereafter. The members present at any adjourned meeting will constitute a quorum, regardless of the number of members present. The same notice must be given for the adjourned meeting as is prescribed in Section 3 of this article for the original meeting, except that the notice must be given at least five (5) days before the date of the meeting as fixed in the adjournment.

5. The members at the Annual Meeting shall fix the maximum number of shares that may be held by any one member and the maximum amount that may be lent to any one member subject to the limits provided by RIGL.

6. No qualified voting member as defined in ARTICLE XI shall be entitled to vote at any meeting, who has not been a member of the credit union for more than three (3) consecutive months prior to the meeting date, but this restriction shall not apply during the first year of the existence of the credit union, nor shall it apply during the first three (3) months of the second year to any member who was a member at the end of the first year and who has been a member continuously since that time. No member shall have more than one vote, and no member shall be permitted to vote by proxy, unless expressly authorized by the By-Laws. Any fraternal organization, voluntary association, partnership, or corporation holding membership may, by duly authorized agent, cast one vote at any meeting, but that agent shall not be eligible for election as an officer, or as a member of the Board of Directors, Credit Committee, or Supervisory Committee unless that agent holds membership, as an individual, in the credit union.

7. All elections shall be by ballot unless waived by a 2/3 plurality of the members participating.
 

ARTICLE II
Sphere of Operation; Membership
1. Membership in this Credit Union is available to the following as approved by the Board of Directors: corporations, partnerships, sole proprietorships, voluntary associations, fraternal organizations and individuals regardless of residence or occupation. The Board of Directors may also make membership available to estates for the administration of deceased members’ accounts and trusts both revocable and irrevocable subject to the following: When shares are issued in a revocable trust, the settlor must be a member of this credit union in his or her own right. When shares are issued in an irrevocable trust, either the settlor or the beneficiary must be a member of this credit union. The name of the beneficiary must be stated in both a revocable and irrevocable trust.

Owners of a joint account may both be members of the credit union. For joint membership, both owners are required to fulfill all of the membership requirements including each member purchasing and maintaining at least one share in an account.

2. Applications for admission to membership must be made in writing or in an electronic format acceptable to the Credit Union and approved by a designated officer(s) of the Credit Union. A new member list will be provided to the Board of Directors for ratification at its regular monthly meeting. Any person that can be recommended as honest, industrious, and of good habits, or any other Board of Director approved form of membership as defined in the Credit Union’s By-laws ARTICLE II Section 1 shall be accepted as a member. A person or organization is accepted for membership after subscription of at least one share of the Credit Union and the payment of the initial installment, and the payment of a uniform entrance fee, if required by the Board of Directors.

3. All transactions of the shareholders are strictly confidential.

4. Binding Individual Arbitration of All Disputes and Claims
(a) Important: As set forth in more detail in this Section, disputes between a Member and the Credit Union shall be decided by arbitration on an individual basis. Subject to the terms and exceptions set forth below, the Member and Credit Union do not have the right to a jury trial or to proceed in a court of law. No claim can be pursued on a class or representative basis, but rather every claim must proceed only on an individual basis.

(b) Agreement to Arbitrate Disputes. If any dispute arises between the Credit Union and a Member, that dispute shall be resolved by the arbitration process set forth herein. The only exceptions to this process are set forth in the below section on “Exceptions”. Every other dispute must be resolved by arbitration if so elected by either the Member or the Credit Union, without the other’s consent. For purposes of this provision, a “claim” or “dispute” is any unresolved disagreement between a Member and the Credit Union, including any dispute regarding the meaning and application of this arbitration provision and agreement. Such disputes include, without limitation, those arising out of or relating to Members’ accounts, transactions involving accounts, charges against accounts, safe deposit boxes or related services.

(c) Waiver and All Rights to Proceed in Court or Before a Jury. The Member and Credit Union are waiving all rights to a jury trial or to have any applicable dispute or claim decided in a court of law before a judge or jury.

(d) Exceptions. This arbitration process shall not apply: (a) as long as a Member is in active military duty service or a covered borrower under the Military Lending Act, (b) to any dispute regarding a service expressly excluded from arbitration under 12 Code Federal Regulation (CFR) § 1040.3, or (c) to any dispute arising from a Member’s status as a borrower under any loan agreement, note, mortgage, security agreement or other evidence of indebtedness with the Credit Union, including the Credit Union’s attempts to collect a consumer debt or repossess collateral. In addition, either the Member or Credit Union may choose to pursue a claim in a small claims court instead of arbitration but only if the claim is within that court’s jurisdiction and proceeds on an individual basis. Nothing herein shall be deemed to limit or constrain the Credit Union’s right to resort to self-help remedies, such as the right of set-off or the right to restrain funds in an account, to interplead funds in the event of a dispute, to exercise any security interest or lien, to comply with legal process, or to obtain provisional remedies such as injunctive relief, attachment, or garnishment by a court having appropriate jurisdiction; provided, however, that either the Member or Credit Union may jointly elect to arbitrate any such dispute, which joint decision shall not act as a waiver of any right with respect to any other or future disputes.

(e) Applicable Law. This arbitration provision is governed by and entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1 — 16 (the “FAA”) and the laws of the State of Rhode Island, without regard to its conflict of laws principles. Any claim or defense that could be asserted in a court proceeding can be asserted in an arbitration, including any statute of limitations or other defense relating to the timeliness of the assertion of a claim that otherwise would be applicable in an action brought in a court of law. The commencement of an arbitration shall be deemed the commencement of an action for such purposes.

(f) The Arbitration Proceeding. Any arbitration claim must be filed with the American Arbitration Association (“AAA”) or Judicial Arbitration Mediation Services, Inc. (“JAMS”) according to their then-existing commercial arbitration rules and supplemental procedures for arbitration of consumer disputes. If said arbitrators are unable to handle the claim for any reason, then the matter shall be arbitrated by a neutral arbitrator selected by agreement of the parties (or, if the parties cannot agree, selected by a court in accordance with the FAA).

(g) Location and Venue. Arbitration hearings will be held before a single arbitrator at a location chosen by the selected arbitrator, with a preference for Wakefield, Rhode Island or a suitable location no further than 30 miles from the Member’s address, so long as that address is within the State of Rhode Island or State of Connecticut.

(h) Costs and Fees. The party initiating the arbitration shall pay the initial filing fee, provided that if the Member receives an award in the Member’s favor then the Credit Union will reimburse the Member for such filing fee. The Credit Union will pay the fees and costs of the arbitration for the first day of any hearing. All other fees and costs will be allocated in accordance with the rules of the arbitration forum. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may recover any or all of said costs and expenses, including attorneys and expert fees, from another party if the arbitrator, applying applicable law, so decides.

(i) Appeal Rights. The arbitrator must issue a written decision setting forth his or her decision and the reasons for that decision. If the arbitrator makes an error of law, the resulting award may be appealed to the courts in accordance with applicable state or federal law. Judgment upon an award rendered in arbitration shall be final and binding on all parties to the arbitration, and may be entered in any court, state or federal, having jurisdiction.

(j) Confidentiality. The Member and Credit Union shall maintain the confidentiality of any arbitration or other legal proceedings, and not publicize or disclose to third parties any matters relating to such proceedings, the underlying dispute, or any decision, settlement, or other resolution, except with the prior written consent of the other party or as required by applicable law.

(k) No Class Action or Joinder of Parties. Unless mutually agreed to by both the Member and Credit Union, a Member must proceed on every claim or dispute in an individual capacity. Claims of two or more persons may not be joined, consolidated, or otherwise brought together in the same arbitration or before a court (unless those persons are joint account holders or beneficiaries on a single account). No claim or dispute shall be resolved by a class action in a court of law or by any class in an arbitration. No claim or dispute shall be pursued in any proceeding where someone acts in a representative capacity on a Member’s or Members’ behalf or in any private attorney general capacity. The foregoing restrictions apply with respect to all claims and disputes in any arbitration or in any court proceeding, regardless of when the claim or cause of action arose or accrued or when the allegations or facts underlying the claim or cause of action occurred.

(l) Initiating Arbitration. To begin an arbitration proceeding, the initiating party must send a Demand for Arbitration to the other party and a copy of the Demand for Arbitration and the initial filing fee to AAA or JAMS. Forms of the Demand for Arbitration, information about payment and amount of filing fees, and other information regarding AAA or JAMS are available on the AAA and JAMS websites.

(m) Severability, Survival. These arbitration provisions shall survive termination or changes to any and all Members’ accounts and/or the terms and conditions of same. If any portion of this arbitration provision is deemed invalid or unenforceable, the balance of this provision shall remain in full force and effect.

(n) Effective Date. This arbitration provision is effective when approved by the Department of Business Regulation, at which time notice of this change will be provided to Members. Members maintaining their accounts and other relationships with the Credit Union after such notice shall be deemed to have agreed to this provision as an amendment to their existing contractual arrangements with the Credit Union.

ARTICLE VI
The Board of Directors
1. The Board of Directors shall consist of no fewer than nine (9) nor more than twelve (12) qualified members elected at the Annual Meeting. That number shall be fixed at the Annual Meeting until the next Annual Meeting with the exception being a merger with another credit union, in which case the Board, at its discretion, has the authority to fill any unoccupied seats up to the maximum Board size of twelve (12) with board members of the merged credit union.

• If the Board size consists of 9 or 12 members, they shall be elected in classes so that the term of office of one-third of the whole number shall expire one (1) year from the date of their election, the term of office of one-third shall expire two (2) years from the date of their election, and the term of office of one-third shall expire three (3) years from the date of their election; and thereafter, at each succeeding Annual Meeting, directors shall be elected each for a term of three (3) years to succeed that class of directors whose terms then expire.

• If the Board size consists of ten (10) members, they shall be elected in classes so the term of office of four-tenths shall expire one (1) year from the date of election, and the term of office of three-tenths shall expire two (2) years from the date of election, and the term of office of three-tenths shall expire three (3) years from the date of election; and thereafter, at each succeeding Annual Meeting, directors shall be elected each for a term of three (3) years to succeed that class of directors whose terms then expire.

• If the Board size consists of eleven (11) members, they shall be elected in classes so the term of office of four-elevenths shall expire one (1) year from the date of election, and the term of office of four-elevenths shall expire two (2) years from the date of election, and the term of office of three-elevenths shall expire three (3) years from the date of election; and thereafter, at each succeeding Annual Meeting, directors shall be elected each for a term of three (3) years to succeed that class of directors whose terms then expire.

Year, as used to identify a term of office, shall refer to the entire period of time between consecutive Annual Meetings. In order to be eligible to serve, a director must be a qualified member, not an employee of the Credit Union and/or an employee’s immediate family member, and shall have three (3) years continuous membership in the Westerly Community Credit Union up to the date of his/her election. A qualified member is defined as at least eighteen (18) years of age, bondable, creditworthy, and as having no criminal record, and is not in default of any obligation to the Credit Union. 

The three (3) years continuous membership stipulation may be waived at the discretion of the Board only in the event of a merger with another credit union to allow for only members of the merged credit union’s board to serve on the Board of the Westerly Community Credit Union for up to three (3) years following the completion of the merger. The Board of the Westerly Community Credit Union may only grant this waiver until the first Annual Meeting following the completion of the merger.

Furthermore, unless a majority of the Board affirmatively votes to the contrary, no person shall be eligible for either nomination to the Board by the Nominating Committee or by petition, or to otherwise fill a vacancy on the Board, if said person has been removed as a Director of the Board under the provisions of Article VI Section 6.

2. The Board of Directors may fill a vacancy occurring between Annual Meetings of the Credit Union with a member who meets the eligibility requirements as set forth in Article VI Section 1, until the next Annual Meeting of the members, when an election shall be conducted to fill the unexpired term.

3. The Board of Directors may, from time to time, adopt such policies regarding retirement and continuing education requirements as the Board may deem proper and appropriate.

4. The Board of Directors shall elect as officers a Chairperson of the Board, Vice-Chairperson, a Secretary, and a Treasurer; they shall designate which employees shall furnish a surety bond in accordance with the law; designate the Regulated Institution(s) in which funds of the Credit Union shall be 
deposited; and institute all measures necessary for the conduct of the Credit Union’s business, provided the same are not inconsistent with the By-Laws or Rhode Island General Laws.

5. Two-thirds of the members of the Board shall constitute a quorum.

6. If a Director fails to attend regular meetings of the Board for three (3) consecutive months, or four (4) meetings within a twelve-month period, the office may be declared vacant by a majority vote of the Board and the vacancy may be filled as provided by these By-Laws. The Board may also vote to remove any Board member, including any officer as defined in Article VI Section 4, from his or her office due to a failure to perform the duties thereof, including those duties set forth in the Board of Directors’ Code of Business Conduct and Ethics. Any vote to remove a Board member shall not be taken without reasonable notice to the Board member and an opportunity to be heard.

7. The Board of Directors establishes dividend periods and declares dividends as permitted by RIGL and applicable regulations. Accounts may be subject to service charges established by the Board of Directors, provided such charges are in compliance with the applicable Rhode Island General Laws and Regulations and provided further that members are notified in accordance with applicable laws.