Bylaws

Section 1. This Credit Union shall be known as Municipal Employees Credit Union of Baltimore, Inc. (MECU).

Section 2. Throughout these Bylaws, terms not otherwise defined herein shall be the meaning given in The Maryland Credit Union Act. The Municipal Employees Credit Union of Baltimore, Inc. will be referred to as “MECU.” The Mayor and City Council of Baltimore will be referred to as the “City.” The Board of Directors will be referred to as the “Board,” the Chair of the Board of Directors shall be referred to as “Chair,” the Vice Chair of the Board of Directors shall be referred to as “Vice Chair.”

Section 3. Whenever the context hereof requires, reference herein made to a singular number shall be understood as including the plural, and likewise, the plural shall be understood as denoting the singular and the use of any gender shall be applicable to all genders.

Section 4. MECU is a cooperative financial association organized in accordance with The Maryland Credit Union Act for the purpose of promoting thrift among its members and creating a source of credit at fair and reasonable rates of interest.

Section 1. Membership in MECU is limited to those whose salaries or wages, including retirement allowances, are paid in whole or part by the City or by MECU.

Membership shall also include those persons who live, regularly work, worship, or attend school in, and businesses, including their affiliates and subsidiaries, located in an investment area serving the underserved pursuant to Financial Institutions Article 6-301 (d) in Baltimore City, Maryland. Membership shall also include volunteers and employees of any employer, including their affiliates and subsidiaries, with less than 750 employees located within a twenty (20) mile radius of any branch of this Credit Union subject to Financial Institutions Article 6-303 (b) Common Bond Membership Fields – Small Groups. Membership shall also include retired City employees or their beneficiaries who receive a retirement allowance from the State

The following groups qualify for membership in Municipal Employees Credit Union of Baltimore, Inc. (“primary member” means an individual who qualifies for membership under the above terms and who becomes a member of MECU):

a) Relatives (family) are eligible to become members who are related to the primary member by blood or marriage. For purposes of this definition, relatives include stepparents, stepchildren, stepsiblings, and adoptive relationship.

b) Other relationships in the same household under the same roof with the primary member are also eligible for membership. Household is defined as persons living in the same residence maintaining a single economic unit.

c) A family or household member of any person who is or was eligible for membership may become a member. Once a family or household member joins, that member’s family would be eligible for membership.

d) Organizations of such member persons are eligible for membership in this Credit Union. Organizations of such member persons means an Organization or Organizations composed of a majority of persons who are within the field of membership of this Credit Union. Organization means any corporation, association, partnership, society, firm, syndicate, trust, custodian, guardian, personal representative, limited liability company, limited liability partnership, business joint venture, account held in any fiduciary relationship, or other legal entity of any nature.

e) Present or former employees of an employer who receive compensation, remuneration, or are funded in whole or in part from the City of Baltimore or from Municipal Employees Credit Union of Baltimore, Inc., except for individuals whose current employer is listed in the field of membership of another Federal or State Chartered Credit Union located in the State of Maryland.

f) Employees of an employer whose principal office in Maryland is located in Baltimore City with insufficient numbers to form or conduct the affairs of a separate credit union except for individuals whose current employer is listed in the field of membership of another Federal or State chartered credit union located in Maryland.

g) Those employees who are or were in the employ of any labor union that represents City employees.

h) Those employees who are or were in the employ of a former Agency, Bureau, or Department of the City of Baltimore which has been partially or totally privatized or taken over and assumed by the State of Maryland or Federal Government.

i) Those members who have resigned or terminated their membership or have been expelled shall have the right to reapply for membership subject to approval of the Board of Directors.

j) Former employees of any group eligible for membership in this Credit Union.

k) Current, former and future employees and volunteers of any Select Employee Group of an organization merged or otherwise acquired by MECU. Current, former and future employees and volunteers of Mercy Health Services its subsidiaries and affiliates, Cardinal Cars, TransCare Ambulance, Metro Maintenance and former employees of Lauman’s Furniture, PC Benefits, and Ray’s Envelopes.”***

***Lauman’s Furniture, PC Benefits and Ray’s Envelopes are no longer in business.

l) Members, volunteers and employees of the American Consumer Council including any state and regional consumer councils.

m) Supporting members of MECU Foundation, Inc. (those making a contribution of at least $10).

Once becoming a Credit Union member, he/she shall always be a Credit Union member subject, however, to these Bylaws and The Maryland Credit Union Act. Membership shall not be determined based on race, color, religion, creed, national origin, sex, age, ancestry, marital status, physical or mental disability, sexual orientation, or gender identity.

Section 2. No person shall become a member until he/she has filed an application, has subscribed and paid for one or more shares, has been duly elected to membership by the Board, and complies with every other requirement of these Bylaws.

The Board may appoint a membership officer from among the membership of MECU other than the Treasurer, assistant Treasurer, or loan officer; such membership officer may be authorized by the Board to approve applications for membership under the conditions that the Board may set. The membership officer shall submit to the Board at each monthly meeting approved and pending applications for membership received since the previous monthly meeting together with such information as the Bylaws or Board may require.

Section 3.

(a) The Board shall have authority to terminate the membership of members pursuant to The Maryland Credit Union Act and any expulsion policy adopted by the Board. Terminated members shall be required to withdraw all shares and other deposits.

(b) Withdrawal of total shares and other deposits shall constitute termination of membership.

(c) Terminated members shall pay all moneys owed to MECU, subject to applicable law.

(d) Expelled members may submit a request to the Board for reinstatement.

Section 4. A member shall only be entitled to cast one (1) vote, irrespective of the number of shares held by the member. Notwithstanding the foregoing, a minor member under the age of majority as set forth in the Annotated Code of Maryland shall not have the right to vote, hold elective or appointed office or sign petitions requesting special meeting under The Maryland Credit Union Act.

Section 5. Except as otherwise expressly provided by law, MECU officers, employees, agents and directors may not disclose to any person any financial record relating to a member unless the member has authorized the disclosure, or such disclosure is required by applicable law.

Section 6. MECU shall operate in accordance with The Maryland Credit Union Act, Code of Maryland Regulations (COMAR), these Bylaws and as applicable, federal law and regulations.

Section 1. The par value of a share shall be the amount set by the Board.

Section 2. Money paid in on shares may be withdrawn, but the Board shall have the right to require a member at any time to give sixty (60) days notice of intention to withdraw the whole or part of the amounts paid in by the member but any such limit shall apply to all members.

Section 3. MECU shall have lien on the shares and deposits of a member, including any dividends or interest payable, on those shares or deposits as provided by The Maryland Credit Union Act.

Section 4. The Board shall have the right at any time to impose reasonable fees, charges, late fee expenses, costs and other such amounts as from time to time it deems necessary and may require payment of these charges as determined and in accordance with The Maryland Credit Union Act and applicable Law.

Section 5. MECU may cancel member’s shares or deposits, allow withdrawal or refuse to allow withdrawal in accordance with The Maryland Credit Union Act and applicable law.

Section 1. Shares may be accepted in those types of accounts as from time to time authorized by the Board.

MECU may limit the number of shares, which may be owned by a member, but any such limit shall apply to all members.

At such intervals and at such periods as the Board may authorize, the Board may declare dividends to be paid on share accounts. Dividends may be paid at various rates with due regard to the conditions pertinent to each type of account, such as minimum balance, notice and time requirements.

The Board shall have the right to require a member to give sixty (60) days notice of intention to withdraw the whole or any part of the share account but any such limit shall apply to all members.

Section 2. Deposits may be accepted in those types of accounts as from time to time authorized by the Board, subject to the terms, rates and conditions established by the Board. Interest may be paid on deposits accounts at various rates with due regard to conditions that pertain to each type of account such as minimum balance, notice and time requirements.

The Board may at any time require a depositor to give sixty (60) days notice of the intention to withdrawal the whole or any part of the deposit but any such limit shall apply to all members.

Section 1. The Board shall from time to time establish and approve a written loan policy allowing, limiting, or restricting amounts loaned to members.

Section 2. Loans shall be made only on approval of an authorized loan Officer, Credit Committee, or the Board as specified in accordance with policy adopted by the Board.

Section 3. The loan approval terms, permitted loan terms, including but not limited to interest rates shall be determined by the Board in compliance with applicable law, The Maryland Credit Union Act and these Bylaws.

Section 4. Loans shall be charged off in accordance with policy adopted by the Board.

Section 5. Loans, including business loans, with or without security shall be made in accordance with the written lending policies established by the Board.

Section 6. The total of all loans made by MECU directly or indirectly to any one member shall not exceed ten percent (10%) of the total assets of MECU.

Section 1. (a) The Board of Directors shall consist of no less than nine (9) and no more than eleven (11) members elected by the membership. The term of each elected Board Member shall be for three (3) years from the date of the annual meeting following the election or until a successor takes office, except that Directors may be elected for a term of less than three (3) years to stagger Director term expiration.

(b) The office of a Director whose membership in MECU is terminated for any reason shall be declared vacant by the Board and filled as hereinafter provided.

(c) A present Director, upon completion of at least ten (10) years of continuous service to the Credit Union as a Director of which five (5) years is served by the Director as an officer of the Board of Directors may apply to the Board of Directors for the position of “Director Emeritus”. The term of office for a Director Emeritus shall be for a period of three (3) years from the date of approval by the Board. A Director Emeritus shall serve one (1) term only. Upon approval by the Board of Directors, a Director Emeritus shall be entitled to all the rights and privileges of an elected Director, however the Director Emeritus shall not have the right to vote, hold office or the right to make motions. A Director Emeritus is subject to and shall abide by all laws, Regulations, bylaws, rules and policies, including, but not limited to, the standard of care and conflicts of interest policy to which an elected Director is subject.

(d) All Directors shall have the responsibility of participating at least annually in an education program approved by the Board.

(e) Reimbursement of a Director's travel and/or other expenses shall be consistent with Board policy.

Section 2. If a vacancy occurs among the elected members of the Board, other than through the expiration of a term, and such vacancy results in a Board comprised of fewer than nine (9) members, the vacancy shall be filled for the unexpired term by the Board.

Section 3. The Board shall establish a schedule for its regular meetings which shall occur not less frequently than monthly and as often as necessary. Special meetings of the Board may be called by the Chair or upon the petition of three (3) Board members or as required by The Maryland Credit Union Act.

Section 4. The Board shall have the authority and be responsible for the business and affairs, funds and records of MECU, and those specific duties required by The Maryland Credit Union Act and these Bylaws.

(a) Except for any instance where in the judgment of the Board it would result in damage to MECU’s financial soundness or would otherwise force the Board to abrogate their fiduciary responsibility, perform every other duty that the members require.

Section 5. For the transaction of business at any meeting a quorum shall be present at all times. A quorum shall consist of a majority of the number of Directors; however, a majority of members present may adjourn any meeting.

Section 6. If a Director fails to attend at least one meeting within a period of three consecutive months and that absence is unexcused (not for good reason as determined by the Chair or Vice Chair), that Director’s office may be declared vacant by the Board and the vacancy filled as herein provided.

Section 7. Each elected Director shall prior to becoming a Director and at all times while serving as a Director:

(a) Be a member of MECU in good standing (as determined by policy of the Board).

(b) Take an oath to perform faithfully the duties of the office which satisfy the requirements of The Maryland Credit Union Act.

(c) Satisfy all the requirements of The Maryland Credit Union Act.

(d) Receive a favorable credit report prior to being a Director and not have voluntarily filed for bankruptcy in the six (6) years prior to nomination for appointment to the Board or during service as a Director or defaulted on any obligation to MECU or any other creditor which remains uncured for a period of 90 days or more.

If a director fails to meet one (1) or more of these requirements, that Director's office may be declared vacant by the Board and the vacancy filled as herein provided.

Section 8. The Board at any regular or special meeting of the Board shall have the power to remove any Officer, committee member or agent of MECU elected or appointed by the Directors whenever in their judgment the best interest of MECU would be served thereby.

If the Board removes any officer or determines that any office is vacant, in the absence of any provision to the contrary herein, the Board may appoint a Director to temporarily fill that office.

Section 9. Members of the Board or a committee of the Board may participate in a meeting by means of conference, telephone or similar communications equipment, if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 10. The Board shall, from time to time as deemed necessary to carry on the work of MECU, appoint standing or special committees. The Chair shall be an ex officio member of all committees, except the Nominating Committee, the Credit Committee and the Supervisory Committee.

Section 1. The Credit Committee shall be appointed by the Board from among the members in good standing of MECU. The Board shall determine the number of members on the Credit Committee, which will not be fewer than three (3) or more than five (5). At least one member of the Credit Committee shall have a minimum of three years of employment experience in lending, credit, or general business. Credit Committee membership will be denied or revoked to anyone (A) who has been convicted of a criminal offense involving dishonesty or breach of trust, (B) whose removal has been requested or ordered by the Commissioner or any federal or state regulatory agency, (C) who has defaulted on any obligation to MECU which remains uncured for a period of 90 days or more or has multiple defaults on any obligation to MECU or any other creditor, or (D) has voluntarily filed for bankruptcy. Each member of the Credit Committee shall serve for one (1) year or until his successor is appointed and qualifies.

Section 2. The Credit Committee shall meet as frequently as necessary to carry out its responsibilities. Meetings may be called by the Credit Committee Chair or on petition of a majority of its members.

Section 3. A quorum shall consist of a majority of the members of the Credit Committee.

Section 4. The Credit Committee shall confirm loan officers appointed by the President and may delegate to them the power to approve or disapprove loans in accordance with written instructions or policies adopted by the Board and as provided by The Maryland Credit Union Act. The President shall hire and supervise Loan Officers subject to confirmation by the Credit Committee in accordance with written instructions or policies adopted by the Board and in accordance with The Maryland Credit Union Act.

Section 5. A Chair of the Credit Committee shall be elected by the members of the Credit Committee at the beginning of each term of the appointment to membership on the Credit Committee or, at any other time, a vacancy may occur.

Section 6. The Credit Committee shall fill any vacancy on the Credit Committee by appointing an individual satisfying the conditions set forth in Section 1 above to serve until the next regular meeting of the Board.

Section 7. Each member of the Credit Committee shall be bonded, and subject to and perform all the requirements and duties as required by the Board, the Maryland Credit Union Act, Code of Maryland Regulations (COMAR), these Bylaws and any applicable federal or state law or applicable Regulation.

Section 1. Following the annual meeting of the members, the Supervisory Committee shall be appointed by the Board from among the members in good standing of MECU. The Board shall determine the number of members of the Committee, which shall not be fewer than three (3) or more than seven (7) members. No officer of MECU, member of the Credit Committee or any employee of MECU may be appointed to the Supervisory Committee. At least one member of the Supervisory Committee shall have employment experience in accounting, auditing, or general business. By not later than May 1, 2017 and at all times thereafter, at least one member of the Supervisory Committee shall have a minimum of three years of employment experience in accounting, auditing or financial regulation, at least one member of the Supervisory Committee shall be a certified public accountant, and at least one member of the Supervisory Committee shall have a minimum of three years of employment experience in general business, preferably in the financial services or banking industry.

Supervisory Committee membership will be denied or revoked to anyone (A) who has been convicted of a criminal offense involving dishonesty or breach of trust, (B) whose removal has been requested or ordered by the Commissioner or any state or federal regulatory agency (C) who has defaulted on any obligation to MECU which remains uncured for a period of 90 days or more or has multiple defaults on any obligation to MECU or any other creditor. Each member of the Supervisory Committee shall serve for one (1) year or until his successor is appointed and qualified.

Section 2. The Supervisory Committee shall perform such duties as shall be required by the Board, The Maryland Credit Union Act, federal regulations and these Bylaws.

Section 3. The Supervisory Committee shall meet as frequently as necessary to carry out its responsibilities.

Section 4. A Chair of the Supervisory Committee shall be elected by the members of the Supervisory Committee at the beginning of each term of the appointment to membership on the Supervisory Committee or, at any other time a vacancy may occur in the Chair, and the Board is notified.

Section 5. At any time, by unanimous vote, the Supervisory Committee may suspend from office of a member of the Credit Committee, any member of the Board or any officers elected by the Board for cause and pursuant to the terms and conditions of The Maryland Credit Union Act. Prior to any recommendation for suspension, the Supervisory Committee shall notify the Director, the member of the Credit Committee, or the Officer of the cause for the proposed suspension action and within seven (7) days after such notice, give the Director, Credit Committee member or Officer the opportunity to meet with the Supervisory Committee to be heard. It shall be the duty of the Supervisory Committee to notify the Commissioner of Financial Regulation of any suspensions approved by the Supervisory Committee. The Board may convene a special meeting to act on any suspension and a meeting of the members to vote on any suspension by the Supervisory Committee must be convened within fifteen (15) days of the Supervisory Committee’s vote to suspend. The Supervisory Committee shall fill vacancies in the Committee as approved by the Board at a regularly scheduled Board meeting.

Section 6. Each member of the Supervisory Committee shall be bonded and subject to satisfy, adhere to and perform all the requirements and duties as shall be required by the Board, The Maryland Credit Union Act, Code of Maryland Regulations (COMAR), these Bylaws and applicable federal and state laws and regulations.

Section 1. At its first meeting after the Annual Meeting of the Members, the Board shall elect a Chair, Vice Chair, Secretary and Treasurer who shall be the Executive Officers of MECU. The Chair, Vice Chair, Treasurer, and Secretary shall be elected from among the Directors.

The Board of Directors shall appoint a President.

Section 2. It shall be the duty of the Chair to preside at meetings of the members and of the Board.

Section 3. The Vice Chair, at the request of the Chair or in his absence or during his inability to act, shall perform the duties and exercise the functions of the Chair and when so acting shall have all the powers of the Chair. The Vice Chair shall have such other powers and perform such other duties as may be assigned from time to time by the Board.

Section 4. It shall be the duty of the Secretary to keep the minutes and a record of all proceedings of the meetings of the members and of the Directors in one or more books provided for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members and Directors and all other notices required by law or these Bylaws as the case may be.

Section 5. The President shall be the Chief Executive Officer of MECU, acting under authority delegated to him by the Board and these Bylaws. The President/CEO shall have signing authority for MECU and the Board shall designate which other officers of MECU shall also have signing authority for MECU. In addition, the President/CEO may also appoint and hire such other personnel as from time to time are deemed necessary to operate MECU, including one or more Vice Presidents. Any such Vice Presidents shall have such powers and perform such duties as may be assigned from time to time by the President/CEO. In circumstances determined appropriate by the Board (including transition situations), the Board may appoint a separate Chief Executive Officer and separate President. In this case, the President shall report to the Chief Executive Officer.

Section 6. In the event of the President/CEO’s absence or during his inability to act, the Board may appoint an interim officer to perform the duties and exercise the functions of the President/CEO, as specified by the Board.

Section 7. It shall be the duty of the Treasurer to serve under the authority of the Board. Under such authority the Treasurer shall require and determine from Management that all-essential and vital financial records, reports, statements and controls are prepared and maintained by Management. The Treasurer shall require that a balance sheet statement showing the financial condition of the MECU be prepared by Management after the close of business each month and shall be made available at the principal office of MECU where it shall remain until replaced by the statement of the succeeding month. The signature of the President or Treasurer, together with the signature of the Chairman of the Board shall appear on all Credit Union checks, notes, drafts and any other required official documents. Checks may be signed manually or by facsimile signature, notes and drafts shall be manually signed. The Treasurer shall promptly deposit all funds in his possession in the depositories prescribed by the Board of Directors.

Section 8. If appointed by the Board, the Assistant Treasurer, in the absence of the Treasurer, may perform the duties and exercise the powers of the Treasurer and shall perform such other duties as may from time to time be assigned by the Treasurer.

Section 9. The Board may appoint an Executive Committee which shall consist of the Chair, the Vice Chair, the President, Secretary and Treasurer to serve at the pleasure of the Board, and to act for the Board with respect to any functions specifically delegated to the Executive Committee by the Board. When making delegations to the Executive Committee, the Board shall be specific with regard to the scope and duration of the Executive Committee's authority and whether such action requires the affirmation of the Board at its next meeting. The Executive Committee shall act by majority vote.

Section 1. The annual membership meeting shall be held on or before the third Tuesday of March, each year, and at an appropriate location designated by the Board, or virtually as provided herein.

Section 2. Notice of all membership meetings shall be given by the Secretary at least seven (7) days before the date of such meetings. The Secretary shall:

(a) Mail a written or printed notice to each member (or email to those members for which MECU has an email address); or

(b) Post a notice thereof in a conspicuous place in the MECU office.

Section 3. At annual or special meetings, thirty (30) members shall constitute a quorum. If no quorum is present, the meeting shall be adjourned to a date not less than seven (7) days thereafter and notice of the rescheduled meeting shall be given by the Secretary as required by Section 2. The decisions taken at the rescheduled meeting shall be binding regardless of the number of members present.

Section 4. The Board may call special meetings of the members and shall do so upon request in writing of the Supervisory Committee or of ten (10) percent of the members of MECU. Notice of such special meetings, wherein the purpose thereof shall be clearly stated, shall be given in the way and manner herein provided for regular meetings. No other business except that specified in the notice shall be transacted at such a meeting. All meetings and voting shall be conducted in accordance with The Maryland Credit Union Act.

Section 5. The order of business at the Annual meeting of the members shall be:

(a) Determination of quorum.
(b) Call to order.
(c) Reading of the minutes of the last meeting.
(d) Report of the Directors.
(e) Report of the President.
(f) Report of the Credit Committee.
(g) Report of the Supervisory Committee.
(h) Unfinished business.
(i) New business.
(j) Announcement of the Results of the Election of Directors.
(k) Adjournment.

In all other respects, meetings shall be conducted in accordance with The Maryland Credit Union Act and under the rules contained in the current edition of Robert’s Rules of Order Newly Revised.

Section 6. Meetings may be conducted virtually in compliance with requirements of applicable provisions of Maryland law.

Section 1. Except as provided below, the election of Directors of this Credit Union shall be conducted by mail ballot in accordance with The Maryland Credit Union Act. All elections shall be determined by plurality vote.

Section 2. At least ninety (90) days prior to an annual meeting, the Board shall designate three (3) members to serve on a Nominating Committee. No member may serve on the Nominating Committee if a family member is a candidate. No member on the Nominating Committee may participate in the nomination of candidates for open Board positions or Nominating Committee activities concerning the election of a candidate if the member is eligible for election at the next annual meeting and intends to file a candidate for the open position. The Nominating Committee shall nominate at least one (1) candidate for each open position on the Board and shall present the names of the Board candidates, together with their written acceptances, to the Secretary at least sixty (60) days before the annual meeting. The Secretary shall post the nominations at least fifty-five (55) days before the annual meeting.

Section 3. Elections for Board shall, at the discretion of the Board, be conducted at the annual meeting or using a mail in ballot or using an electronic ballot process in accordance with The Maryland Credit Union Act and any regulations promulgated thereunder. The candidates receiving the greatest number of votes shall fill the open Board positions.

Section 4. A Director may not serve on the Board after reaching the age of seventy-five (75), except to complete any term in which they are then serving. Notwithstanding such requirement, Directors serving a term that concludes on March 21, 2023 may sit for re-election for one additional term beginning on March 21, 2023.

ARTICLE XII
Reserve Fund

Section 1. MECU shall have a reserve fund, which complies with The Maryland Credit Union Act to meet losses on loans and to meet other contingencies that the Commissioner of Financial Regulation specifies.

Section 1. The Board may declare dividends from its available net earnings at the close of any accounting period, after providing for accrued expenses, interest, and taxes, and after provision, for the appropriate reserve required by The Maryland Credit Union Act. Such dividends may be paid as established by the Board and authorized by The Maryland Credit union Act.

Section 2. The Resolution of the Board declaring dividends shall state the manner or method of computing the dividend applicable to each member’s share account.

Section 3. The Board may declare interest. Such interest may be paid as established by the Board and authorized by The Maryland Credit Union Act.

Section 4. The Resolution of the Board declaring interest shall state the manner or method of computing the interest applicable to each deposit account.

ARTICLE XIV
Permitted Deposits and Investments

Section 1. The capital, deposits, surplus and reserves of MECU that are not committed for loans may be deposited or invested as set forth in the Annotated Code of Maryland, Financial Institutions Article Section 6-705.

ARTICLE XV
Dissolution

Section 1. MECU may be dissolved in the way and manner provided by The Maryland Credit Union Act.

ARTICLE XVI
Amendment of Bylaws

These Bylaws may be amended from time to time pursuant to the terms and conditions of The Maryland Credit Union Act.

Section 1. MECU may indemnify to the fullest extent and on the same basis as from time to time is permitted and authorized by the Annotated Code of Maryland Corporations and Associations Article, any director or former director, officer or former officer, committee member or former committee member, employee or former employee, or agent or former agent made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, arising as a result of his or her position held with MECU, as if MECU were a corporation organized under the Corporations and Associations Article. The foregoing provisions shall be subject to any limitations under the Maryland Credit Union Act and the Annotated Code of Maryland Corporations and Associations Article.

Section 2. MECU may not indemnify any of the above named persons who are fined under any criminal penalty provision of The Maryland Credit Union Act or subject to any civil penalty under The Maryland Credit Union Act.

Section 3. The Board shall follow the procedural requirements established, from time to time under Maryland Corporation Law, in order to provide indemnification to any person in a particular case.

Section 1. Except as provided in these Bylaws and Article of Incorporation, no act, action, transaction, affair or business of any nature may be taken or undertaken by a Director, Officer, agent, committee member or employee of the Credit Union on behalf of or in the interest of MECU unless such act, action, transaction, affair or business was previously authorized, approved and directed by the Board or authorized by the Bylaws. Any act, action, transaction, affair or business of any nature not authorized, approved and directed by the Board of MECU is null and void and of no force or effect and may subject such Director, Officer, agent, committee member or employee to possible censure or other disciplinary action.

Section 2. Notwithstanding any other provision of the laws or regulations of the State of Maryland, on approval of the Commissioner of Financial Regulation, MECU may engage in any additional activity, service or other practice in which, under federal law or regulation, federal credit unions may engage.

ARTICLE XIX
Conflict of Interest

Section 1. No Director, committee member, Officer, agent or employee of MECU shall in any manner, directly or indirectly, participate in the deliberation upon the determination of any question affecting his pecuniary interest or the pecuniary interest of any corporation, partnership or association (other than MECU) in which he/she is directly or indirectly interested. In the event, the remaining qualified Directors present at the meeting, if constituting a quorum with the disqualified Directors, may exercise with respect to this matter, by majority vote, all the powers of the Board. In the event of the disqualification of any member of the Credit Committee or the Supervisory Committee, such Committee Member shall withdraw from such deliberation or determination.

A Director must explain any conflict of interest in which he/she is involved to the Board so that they may be made aware of his or her conflict of interest before a vote is taken on the particular issue. This provision will apply in every conflict of interest, including, but not limited to, corporate opportunity issues.

Article XX
Powers

Notwithstanding any other provision of the laws or regulations of the State of Maryland, on approval of the Commissioner of Financial Regulation, MECU may engage in any additional activity, service or other practice in which, under federal law or regulation, federal credit unions may engage.

ARTICLE XXI
Management Official Interlocks

No management official of MECU will serve as a management official of another type of depository institution pursuant to The National Credit Union Administration Regulation, 12 CFR 711, Management Official Interlocks.

Municipal Employees Credit Union of Baltimore, Inc.
One South Street
Baltimore, MD 21202
Business Office: 410-752-8313
Lending Center: 800-373-2914

Revision dates: November 2, 2005; December 23, 2005, August 8, 2012, June 11, 2013, March 17, 2015, July 9, 2015, February 16, 2017, March 16, 2017, March 15, 2022, and March 2023.