Section 7-1-656 - Directors; duties; meetings; quorum; voting; prohibited activities(a) The board of directors shall be responsible for the affairs, funds, and records of the credit union and shall meet as often as necessary. The board of directors shall meet at least once during ten different months of each calendar year unless an alternative schedule is approved in writing by the department, but in no event shall the board meet less frequently than once in each calendar quarter. Unless the bylaws specifically reserve any or all of the duties to the members, it shall be the special duty of the directors: (1) 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;(2) To determine from time to time rates of interest and dividends which shall be allowed on deposits, loans, and income 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;(3) To fix the amount of the fidelity bond which shall be required of all directors, 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;(4) 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;(5) To fill vacancies on the board of directors, credit committee, and audit committee until the election and qualification of a successor;(6) 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;(7) To appoint any committees deemed necessary; and(8) To perform such other duties as the members may from time to time authorize.(b) Unless otherwise provided in the articles or bylaws of a credit union:(1) 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;(2) 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(3) 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.(c) No director, officer, or committee member of a credit union shall:(1) Receive anything of value for procuring or attempting to procure any loan from or investment by such credit union;(2) 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(3) Purchase or sell any other asset to the credit union except: (A) Upon terms not less than favorable to the credit union than those offered other persons or corporations; and(B) 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.(d) No director shall be eligible to vote concerning any purchase or sale when such director is or would be a party to the transaction.(e) 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.(f) 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.(g) The board of directors may determine that a meeting of such board will be held, in whole or in part, by any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be considered to be present in person at the meeting.Amended by 2024 Ga. Laws 474,§ 1-15, eff. 7/1/2024.Amended by 2022 Ga. Laws 748,§ 27, eff. 7/1/2022.Amended by 2021 Ga. Laws 174,§ 32, eff. 7/1/2021.Amended by 2020 Ga. Laws 492,§ 10, eff. 1/1/2021.Amended by 2019 Ga. Laws 270,§ 24, eff. 7/1/2019.Amended by 2018 Ga. Laws 339,§ 15, eff. 5/3/2018.Amended by 2015 Ga. Laws 64,§ 22, eff. 7/1/2015.Amended by 2005 Ga. Laws 160,§ 19, eff. 5/5/2005.Amended by 2002 Ga. Laws 945, § 6, eff. 7/1/2002.