(2) “Corporate credit union” means any credit union organized pursuant to any state or federal act for the purpose of serving other credit unions.
(3) “Correspondent” means that person designated on an application to organize a credit union as the person to whom all correspondence regarding the application should be sent.
(4) “Credit union” means any cooperative society organized pursuant to this chapter.
(5) “Deposits” means that portion of the money placed into the credit union by members on which interest may be paid.
(6) “Equity” means undivided earnings, regular reserves, and other reserves.
(7) “Foreign credit union” means a credit union organized and operating under the laws of another state.
(8) “Immediate family” means parents, children, spouse, or surviving spouse of the member, or any other relative by blood, marriage, or adoption.
(9) “Limited field of membership” means the defined group of persons designated as eligible for membership in the credit union who:
(a) Have a similar profession, occupation, or formal association with an identifiable purpose;
(b) Live or work within an identifiable neighborhood, community, rural district, or county;
(c) Are employed by a common employer; or
(d) Are employed by the credit union; and
members of the immediate family of persons within such group.
(10) “Shares” means the money placed into the credit union by members on which dividends may be paid.
657.003 Purposes.—A credit union is a cooperative, nonprofit association, organized under this chapter, for the purposes of encouraging thrift among its members, creating sources of credit at fair and reasonable rates of interest, and providing an opportunity for its members to use and control their resources on a democratic basis in order to improve their economic and social condition.
657.005 Application for authority to organize a credit union; investigation.—
(1) The proposed organizers of the proposed credit union shall file with the office an application, upon such form as the commission may, by rule, prescribe.
(2) Any five or more residents of this state who represent a limited field of membership may apply to the office for permission to organize a credit union. The fact that individuals within the proposed limited field of membership have credit union services available to them through another limited field of membership shall not preclude the granting of a certificate of authorization to engage in the business of a credit union.
(3) The application shall be submitted to the office on forms and in the manner prescribed by rules adopted by the commission and shall be accompanied by a nonrefundable filing fee of $250. Such application shall include:
(a) The proposed name and the proposed location where the proposed credit union is to have its principal place of business and where legal service must be served.
(b) Designation of the par value of each share of the credit union.
(c) Designation of at least five persons who agree to serve on the board of directors, and at least three other persons who agree to serve on the supervisory committee or audit committee, with a signed agreement to serve in these capacities until the first annual meeting or until the election of their successors, whichever is later, executed by those who so agree.
(d) Any information required by the commission or office to be submitted to the National Credit Union Administration.
(e) Bylaws of the credit union, which bylaws shall be in the form and substance as required by the commission.
(4) The office shall have the power of investigation to the extent necessary to make the finding required under this section.
(5) The application shall be approved if the office determines that:
(a) There is a showing of sufficient interest on the part of the proposed limited field of membership;
(b) The qualifications of the proposed board of directors and committee members are such as to indicate a reasonable likelihood that the affairs of the proposed credit union will be administered consistently with applicable laws and sound financial and credit union practices;
(c) The organization of the credit union would benefit its members; and
(d) The limited field of membership is of sufficient financial viability to indicate reasonable promise of successful operation of the proposed credit union. In determining the financial viability of the proposed limited field of membership and chances for reasonable promise of success of the proposed credit union, the office shall consider:
1. The size of the proposed limited field of membership, excluding potential members based upon familial relationships; and
2. Any other evidence that tends to indicate the reasonable promise of success of the proposed credit union.
(6) If the organization of a proposed credit union would result in an overlapping limited field of membership, the office may disapprove the application if it finds that the formation of the proposed credit union will result in a substantial, adverse financial impact to an existing credit union having the same or substantially the same limited field of membership.
(7) Concurrently with submission of the application to the office, the applicant shall apply for insurance of accounts with the National Credit Union Administration.
(8) The applicant shall not accept any payments for credit to share or deposit accounts, or commence business operations as a credit union, until the certificate of authorization and the insurance certificate have been delivered to the credit union.
(9) The office shall perform a preopening examination to verify good faith compliance with all the requirements of law. If the office finds that such requirements have been met, it shall issue and deliver the certificate of authorization to transact business. Any credit union which fails to open for business within 6 months after the issuance of such certificate will forfeit its existence as a credit union, and the certificate of authorization shall be revoked. For good cause shown, the office may extend the opening date for an additional 6 months on its own motion or at the request of the credit union.
(10) All preopening costs and expenses in connection with the organization of the credit union and preparation for opening for business may be paid only from funds provided by the organizers or a sponsor. However, the credit union may record, as an operating expense, costs for forms, supplies, insurance, rent, and other expenses applicable to or consumed in the period after opening in accordance with rules adopted by the commission.
(11) The commission shall adopt and the office shall provide a form certificate of authorization and bylaws consistent with this chapter which shall be used by applicants for credit unions.
(1) All bylaw amendments must be submitted to the office. The office shall approve or disapprove bylaw amendments within 60 days after receipt. The office shall approve the proposed bylaw amendment unless it finds that the amendment:
(a) Is not in the best interest of the membership;
(b) Is not in accord with sound credit union practices;
(c) Exposes the assets of the credit union to unnecessary risks; or
(d) Is not in compliance with applicable statutes or rules.
(2) The commission may, by rule, allow certain bylaw amendments that are ministerial in nature to become effective immediately upon filing with the office.
(1) A credit union authorized to transact business pursuant to the laws of this state shall have one principal place of doing business as designated in its bylaws and where legal process may be served. A credit union may change its place of business through an amendment to its bylaws.
(2) Following 30 days’ prior written notification to the office or within such other time as is approved by the office, a credit union operating in a safe and sound manner may maintain branches without requiring prior office examination and approval at locations other than its main office or relocate branches previously established if the maintenance of such branches is determined by the board of directors to be reasonably necessary to furnish service to its members.
(a) A credit union that requires office examination and approval before establishing or relocating a branch must submit a written application in such form and supported by such information, data, and records as the commission or office may require to make all findings necessary for approval. Upon receiving the application and a nonrefundable filing fee for the establishment of the branch, the office shall consider the following in determining whether to reject or approve the application:
1. The sufficiency of the net worth of the credit union in relation to its deposit liabilities, including the proposed branch, and the additional fixed assets, if any, which are proposed for the branch and its operations without undue risk to the credit union or its depositors;
2. The sufficiency of earnings and earnings prospects of the credit union necessary to support the anticipated expenses and operating losses of the branch during its formative or initial years;
3. The sufficiency and quality of management available to operate the branch;
4. The name of the proposed branch in order to determine if it reasonably identifies the branch as a branch of the main office and is not likely to unduly confuse the public; and
5. The substantial compliance of the applicant with the applicable law governing its operations.
(b) If any branch is located outside this state, the cost of examining such branch shall be borne by the credit union. Such cost includes, but is not limited to, examiner travel expense and per diem.
(3) A credit union may share office space with one or more credit unions and contract with any person or corporation to provide facilities or personnel.
(4) A credit union organized under this state or federal law, the members of which are presently, or were at the time of admission into the credit union, employees of the state or a political subdivision or municipality thereof, or members of the immediate families of such employees, may apply for space in any building owned or leased by the state or respective political subdivision or municipality in the community or district in which the credit union does business.
(a) The application shall be addressed to the officer charged with the allotment of space in such building. If space is available, the officer may allot space to the credit union at a reasonable charge for rent or services.
(b) If the governing body having jurisdiction over the building determines that the services rendered by the credit union to the employees of the governing body are equivalent to a reasonable charge for rent or services, available space may be allotted to the credit union without charge for rent or services.
(5)(a) The office may authorize foreign credit unions to establish branches in this state if all of the following criteria are met:
1. The state in which the foreign credit union’s home office is located permits Florida credit unions to do business in the state under restrictions that are no greater than those placed upon a domestic credit union doing business in that state. For this purpose, such restrictions must include any fees, bonds, or other charges levied on domestic credit unions doing business in that state.
2. The deposits of such foreign credit union and its proposed Florida branch must have insurance of accounts with the National Credit Union Administration.
3. The credit union’s field of membership is so limited as to be within that meaning of that term as defined in s. 657.002.
(b) Every foreign credit union operating in this state must keep the office informed of every location at which it is operating.
(c) If the office has reason to believe that a foreign credit union is operating a branch in this state in an unsafe and unsound manner, it shall have the right to examine such branch. If, upon examination, the office finds that such branch is operating in an unsafe and unsound manner, it shall require the branch office to make appropriate modifications to bring the branch operations into compliance with generally accepted credit union operation in this state. The foreign credit union shall reimburse the office for the full cost of such examination. Costs include examiner salaries, per diem, and travel expenses.
(d) Any foreign credit union operating in this state shall, in any connection therewith, be subject to suit in the courts of this state by this state and by the residents of this state.
(6) A credit union may provide, directly or through a contract with another company, off-premises armored car services to its members. Armored car services do not constitute a branch for the purposes of this section.
657.021 Board of directors; executive committee responsibilities; oaths; reports to the office.—
(1) The credit union shall have a board of directors consisting of at least five directors to be elected from the members in the manner and for such terms as prescribed in the bylaws.
(2) Within the 30 days following the annual meeting or any other meeting at which any director, officer, member of the supervisory or audit committee, member of the credit committee, or credit manager is elected or appointed, the credit union shall submit to the office the names and residence addresses of the elected or appointed persons on a form adopted by the commission and provided by the office.
(3) Each director, upon assuming office, shall acknowledge that he or she is familiar with his or her responsibilities as a director and that he or she will diligently and honestly administer the affairs of such credit union and will not knowingly violate, or willfully permit to be violated, any of the provisions of the financial institutions codes or pertinent rules of the commission. The signed copy of such oath shall be filed with the office within 30 days after election.
(4) The board of directors shall fill any vacancies on the board by appointment until successors are elected as provided in the bylaws.
(5) The board of directors and the executive committee shall meet as often as required in the bylaws.
(6) The board of directors must ensure that the general direction of the business affairs of the credit union is managed in a manner that is consistent with safe and sound credit union practices.
(7) The board of directors shall:
(a) Obtain and maintain officer and director liability insurance and blanket bond coverage under such terms, amounts, and limitations as are established by rules adopted by the commission.
(b) Establish written policies governing all areas of operations necessary for prudent credit union practices in accordance with the rules of the commission.
(c) Declare any dividends on shares.
(d) Adequately provide for reserves as required by this chapter or by rules or order of the commission or office or as otherwise determined necessary by the board.
(e) Employ a chief executive officer or, in lieu thereof, designate any board member to act as the chief executive officer and to be in active charge of the affairs of the credit union.
(f) Act on applications for membership, or appoint one or more membership officers to approve or deny applications for membership, under such conditions as are determined by policy of the board of directors. A person denied membership by a membership officer may appeal the denial to the board.
(g) Determine, from time to time, the interest rate or rates which are charged on extensions of credit under such conditions as the board prescribes.
(h) Determine the interest rates which will be paid on deposits and the manner of calculating those rates under such conditions as the board prescribes.
(i) Invest funds, except that the board may designate an investment committee or any qualified individual to make investments pursuant to written policies established by the board.
(j) Designate a depository or depositories for the funds of the credit union under such conditions as the board prescribes.
This subsection does not prohibit the board from delegating, within specific guidelines and policies established by board resolutions, those functions delineated in paragraphs (f), (g), (h), (i), and (j).
(8) The board of directors has authority, which may not be delegated, to:
(a) Limit the number of shares and the amount of deposits which may be owned by a member, which limitation must apply to all members.
(b) Suspend and remove any member of any of its committees for failure to perform his or her duties or for other just cause.
(c) Establish any committee determined to be necessary and appoint its membership.
(d) Call special meetings of the members.
(9) The board of directors may appoint an executive committee that may be authorized to act for the board in all respects, subject to such conditions and limitations as are prescribed by the board in writing. The executive committee shall be composed of the executive officers as defined in s. 657.022.
(1) At the organizational meeting and within 31 days following each annual meeting of the members, the directors shall hold the annual meeting of the board of directors and elect from their own number a presiding officer, who may be designated as chair of the board or president; one or more vice chairs or one or more vice presidents, as the case may be; a treasurer; and a secretary. The treasurer and the secretary may be the same individual. The persons so elected shall be the executive officers of the organization.
(2) The terms of the executive officers shall be 1 year, or until their successors are chosen and have duly qualified.
(3) The duties of the executive officers shall be prescribed in the bylaws.
(1) Upon payment of any required entrance or membership fee, payment of shares as required by the bylaws, and compliance with the bylaws, any person within the limited field of membership of a credit union may be admitted to its membership.
(2) Members of the credit union shall not be personally or individually liable for payment of the debts of the credit union.
(3) A credit union may close the account and terminate the membership of any member whose actions have resulted in any financial loss to the credit union or for good cause.
(4) Denial of membership hereunder shall not be considered to be a denial of credit.
(1) The members shall receive timely notice of the annual meeting and any special meetings of the members, which shall be held at the time, place, and in the manner provided in the bylaws.
(2) Each member shall have one vote. Ballots may be distributed in advance to the entire membership as prescribed in the bylaws. No person shall exercise the vote of any other member.
(3) Any organization, association, or corporation having membership may be represented and have its vote cast by its delegated agent.
(4) The members shall elect the board of directors and other committees prescribed in the bylaws and transact such other business as the bylaws permit.
(1) There shall be a supervisory or audit committee of at least three members, which may be elected by the membership or appointed by the board, or the board may appoint an audit committee of directors in the manner prescribed in the bylaws. An officer or employee may not serve on the supervisory or audit committee.
(2) The supervisory or audit committee may audit, or cause to be audited, the financial statements of the credit union to determine compliance with policy, to ensure that generally accepted accounting principles are consistently applied, and to ensure an adequate system of internal controls.
(3) The supervisory or audit committee shall:
(a) Make or cause to be made a comprehensive annual audit of the credit union, in accordance with the rules of the commission.
(b) Make or cause to be made such supplementary audits or examinations as it deems necessary or as are requested by the board of directors or the office.
(c) Submit a report of every required audit or examination within a reasonable time to the board of directors with a copy to the office and the National Credit Union Administration.
(d) Make a summary report, to the membership at the annual meeting, of any audits or examinations conducted during the preceding year.
(4) The supervisory or audit committee shall notify the board of directors, the office, and the National Credit Union Administration of any violation of this chapter, any violation of the certificate of authorization or bylaws of the credit union, or any practice of the credit union deemed by the supervisory or audit committee to materially affect, or which may potentially materially affect, the safety and soundness of the credit union.
For the purposes of this subsection, two-thirds of the members of the supervisory or audit committee constitutes a quorum.
657.0265 Liability of credit union directors, supervisory committee members, or audit committee members.—
(1) A director of a credit union organized under state or federal law, or a member of the supervisory or audit committee of such credit union, is not personally liable for monetary damages to the credit union, its members, or any other persons for any statement, vote, decision, or failure to act, regarding the management or policy of the credit union, unless:
(a) The director or the member of the supervisory or audit committee breached or failed to perform her or his duties as a director or as a member of the supervisory or audit committee; and
(b) The breach or failure to perform by the director or the member of the supervisory or audit committee constitutes:
1. A violation of the criminal law, unless the director or the member of the supervisory or audit committee had reasonable cause to believe her or his conduct was lawful or had no reasonable cause to believe her or his conduct was unlawful. A judgment or other final adjudication against a director or a member of a supervisory or audit committee in any criminal proceeding for a violation of the criminal law estops that director or member of the supervisory or audit committee from contesting the fact that her or his breach or failure to perform constitutes a violation of the criminal law, but does not estop the director or member of the supervisory or audit committee from establishing that she or he had reasonable cause to believe that her or his conduct was lawful or had no reasonable cause to believe that her or his conduct was unlawful;
2. A transaction from which the director or the member of the supervisory or audit committee derived an improper personal benefit, either directly or indirectly; or
3. Recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
(2) For the purposes of this section, the term “recklessness” means the acting, or omission to act, in conscious disregard of a risk that is:
(a) Known, or so obvious that it should have been known, to the director or member of the supervisory or audit committee; and
(b) So great as to make it highly probable that harm would follow from such action or omission.
(1) The board of directors may appoint or the members may elect, as provided in the bylaws, a credit committee composed of at least three members, for such terms as the bylaws provide.
(a) The credit committee shall have the general supervision of all applications for credit by members, pursuant to written policies established by the board of directors.
(b) The credit committee shall meet as often as the business of the credit union requires and not less frequently than once a month to consider applications for credit. No credit shall be extended unless it is approved by a majority of a quorum of the committee. A quorum shall consist of not less than a majority of the entire committee.
(c) The credit committee may appoint one or more loan officers and delegate to them the power to approve or disapprove credit subject to such limitations or conditions as the credit committee prescribes. Credit applications not acted upon by a loan officer shall be reviewed and acted upon by the credit committee.
(2) In lieu of a credit committee, the board of directors may provide for a credit manager to approve or disapprove credit under written conditions prescribed by the board and as provided in the bylaws. The board of directors may designate and empower the chief executive officer as the credit manager, or may authorize the chief executive officer to employ a credit manager. In the event a credit manager is designated or employed, the procedures prescribed in subsection (1) do not apply, and no credit shall be extended unless approved by the credit manager; except that the credit manager may appoint one or more loan officers with the power to approve or disapprove credit, subject to such limitations or conditions as prescribed by the chief executive officer.
657.028 Activities of directors, officers, committee members, employees, and agents.—
(1) An individual may not disburse funds of the credit union for any extension of credit approved by her or him.
(2) An elected officer, director, or committee member, other than the chief executive officer, may not be compensated for her or his service as such.
(3) Except with the prior approval of the office, a person may not serve as an officer, director, or committee member of a credit union if she or he:
(a) Has been convicted of a felony or of an offense involving dishonesty, a breach of trust, a violation of this chapter, or fraud;
(b) Has been adjudicated bankrupt within the previous 7 years;
(c) Has been removed by any regulatory agency as a director, officer, committee member, or employee of a financial institution;
(d) Has performed acts of fraud or dishonesty, or has failed to perform duties, resulting in a loss that was subject to a paid claim under a fidelity bond;
(e) Has been found guilty of a violation of s. 655.50, relating to the control of money laundering and terrorist financing; chapter 896, relating to offenses related to financial transactions; or similar state or federal law; or
(f) Has defaulted on a debt or obligation to a financial institution which resulted in a material loss to the financial institution.
(4) A person may not serve as a director of a credit union if she or he is an employee of the credit union, other than the chief executive officer of the credit union.
(5) A director, officer, committee member, agent, or employee of the credit union may not in any manner, directly or indirectly, participate in the deliberation upon or the determination of any question affecting her or his pecuniary interest or the pecuniary interest of any corporation, partnership, or association, other than the credit union, in which she or he or a member of her or his immediate family is directly or indirectly interested.
(1) When not in direct conflict with or superseded by specific provisions of the financial institutions codes, the general powers authorized to corporations in s. 607.0302 extend to credit unions formed under this chapter. This section shall be liberally construed to accomplish the purposes stated herein.
(2) Except as provided in s. 607.0304 or specific provisions of the financial institutions codes, the validity of a credit union’s action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a credit union, may not be challenged on the ground that the credit union lacks or lacked power to act.
(3) A credit union formed under this chapter shall operate as a financial institution, consistent with the provisions of chapter 655 and this chapter, and may exercise such incidental powers as are necessary or required to effectively carry out the purposes for which the credit union was organized, provided the exercise of powers is approved by rule or order of the commission or office.
(1) Shares may be paid for and transferred in such manner as the bylaws prescribe. At such intervals and for such periods as the board of directors may authorize, and after provisions are made for the required reserves, the board of directors may declare dividends, to be paid from the undivided earnings at such rates and upon such classes of shares as are determined by the board.
(2) The credit union may require not more than 60 days’ notice of a member’s intention to withdraw shares and deposits.
(3) A credit union may receive deposits from its members and contract to pay interest thereon, subject to conditions the board of directors establishes and subject to rules of the commission.
(4) The credit union shall have a lien and right of setoff on the shares, deposits, and accumulated dividends or interest in any member’s individual, joint, or trust account for any sum due the credit union from that member.
(5) When there has not been any activity generated by the member on the account for 12 months, such account shall be considered a dormant account and shall be placed under an accounting control system.
(6) If the owner of a dormant account, a person named on the account, or the beneficiary of the account has not had any activity with a credit union for 5 years and the whereabouts of those interested parties are unknown to the credit union, that account is unclaimed or abandoned property and shall be maintained pursuant to chapter 717.
(7) A credit union may receive shares and deposits from its members and other credit unions; however, a credit union may not receive shares or deposits from persons, other than credit unions, who are not members of the credit union, except to a joint account in which at least one of the tenants is a member of the credit union.
(8) A credit union may participate in systems that allow the transfer, withdrawal, or deposit of funds of credit unions or credit union members by automated or electronic means and hold membership in entities established to promote and effectuate these systems, if such participation is not inconsistent with those rules of the commission adopted to further service to the members and to protect members’ funds against unreasonable risks.
(9) A credit union shall obtain and maintain insurance of accounts through the National Credit Union Administration.
657.0335 Additional power to restrict withdrawals.—In extraordinary circumstances external to the operations of the credit union which threaten the continued existence and operation of the credit union, the office may restrict withdrawals for a period not to exceed 60 days.
(1) A credit union may extend credit to members for such purpose and upon such security and terms as the credit committee, credit manager, or loan officer approves, pursuant to written loan policies established by the board of directors, or as may otherwise be provided by law.
(2) For credit unions that have been opened for 5 years or more, the total unsecured obligations outstanding from any member must not exceed the greater of $500 or 15 percent of the equity of the credit union. However, the total obligations outstanding from any member must not exceed the greater of $1,000 or 25 percent of the equity of the credit union. The limitations provided in this subsection do not apply to loans that are fully secured by assignment of shares or deposits in the lending credit union.
(3) For credit unions that have been opened for less than 5 years, the limitation on total obligations outstanding to any member is 10 percent of the credit union’s capital. The limitations provided in this subsection do not apply to loans that are fully secured by assignment of shares or deposits in the lending credit union.
(4) The credit committee or credit manager may approve in advance, upon request of a member, a line of credit, and disbursements may be granted to such member within the limit of such line of credit. When a line of credit has been approved, no additional credit applications are required as long as the aggregate obligation does not exceed the limit of such line of credit; however, no additional disbursements may be made to any member whose existing extensions of credit are in default or are subject to adverse classification without receiving current financial information.
(5) Loans secured by mortgages on real property must be made in accordance with written policies of the board of directors and rules of the commission.
(6) In computing a person’s total obligations outstanding, all loans endorsed or guaranteed as to repayment by that person and any related interest of such person must be included. The credit union must also include all of the person’s potential liabilities and obligations resulting from the person’s derivatives transactions, repurchase agreements, securities lending and borrowing transactions, credit default swaps, and similar contracts.
(7) A loan may be made to any corporation in which the credit union holds an equity interest.
(8) The loan limitations stated in this section shall not be enlarged by the provision of any other section of this chapter.
(9) Any approval of extension of credit requiring approval of the board of directors shall be recorded in the minutes of the board, including the borrower’s account number or other code, the amount of the loan, the maturity of the loan, and the general type of security.
(10) The commission may adopt rules to provide for minimum documentation and safe lending procedures necessary to protect the members’ funds.
(11) A credit union may participate in extensions of credit jointly with other credit unions, corporations, or financial institutions.
(12) A credit union may participate in guaranteed loan programs of the federal and state governments, provided the borrower is a member of the credit union.
(13) If approved by the board of directors, a credit union may extend credit to other credit unions in an amount not greater than 25 percent of the capital of the lending credit union.
(14) A credit union may purchase the conditional sales contracts, notes, and similar instruments of its members, provided that the credit union could have originally made the loan.
(15) A credit union may issue credit cards and debit cards to allow members to obtain access to their shares, deposits, and extensions of credit, if such issuance is not inconsistent with the rules of the commission. The commission may, by rule, allow the use of devices similar to credit cards and debit cards to allow members to obtain access to their shares, deposits, and extensions of credit.
657.039 Loan powers; extension of credit to directors and certain others.—
(1) A credit union may extend credit to its executive officers, directors, credit manager, members of its supervisory, audit, and credit committees, provided:
(a) The extension of credit complies with all requirements under this chapter with respect to credit extended to other borrowers and is not on terms more favorable than those extended to other borrowers.
(b) The loan or aggregate of loans to any person or any related interest of any person covered by this section which exceeds $20,000, except for share-secured or deposit-secured credit, is approved in advance by the board of directors with any interested person abstaining from voting.
(c) Approved lines of credit, such as open-end loans, may be funded without further approval by the board, but all extensions of credit over $20,000 to such persons must be reviewed at least annually by the board of directors. Closed-end loans which have been fully funded do not require annual review.
(2) As used in this section, the term “related interest” means a person’s interest in a partnership as a general partner, and any limited partnership, corporation, or other business organization controlled by that person. A limited partnership, corporation, or other business organization is controlled by a person who:
(a) Owns, controls, or has the power to vote 25 percent or more of any class of its voting securities;
(b) Controls in any manner the election of a majority of its directors; or
(c) Has the power to exercise a controlling influence over its management or policies.
(3) In computing the total liabilities of any person, all loans endorsed or guaranteed as to repayment by such person and by any related interest of such person must be included.
(4) The limitations stated in this section shall not be enlarged by the provision of any other section of this chapter.
(1) A credit union may purchase for or make available to its members credit life insurance, credit disability insurance, life savings or depositors life insurance, or any other insurance coverage which may be directly related to the extension of credit or to the receipt of shares or deposits in amounts related to the members’ respective ages, shares, deposits, or credit balances, or to any combination thereof.
(2) A credit union may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the credit union, or who is or was serving at the request of the credit union as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability arising out of such person’s capacity or status with the credit union, whether or not the credit union would have the power to indemnify such person against the asserted liability.
(3) With the prior approval of members of a credit union and the office, the credit union may pay the premiums for reasonable health, accident, and related types of insurance protection for members of the credit union’s board of directors, credit committee, supervisory committee, or other volunteer committee established by the board. Any insurance protection purchased must cease upon the insured person’s leaving office without residual benefits other than from pending claims, if any, except that the credit union must comply with federal and state laws providing departing officials the right to maintain health insurance coverage at their own expense. The office shall consider the credit union’s size and financial condition and the duties of the board or other officials in its consideration of the request for approval for insurance coverage and may withhold approval if the request would create an unsafe or unsound practice or condition for the credit union.
(4) With the prior approval of the board of a credit union and the office, the credit union may fund employee benefit plans. The office shall consider the credit union’s size and financial condition and the duties of the employees and may withhold approval if the request would create an unsafe or unsound practice or condition for the credit union.
657.042 Investment powers and limitations.—A credit union may invest its funds subject to the following definitions, restrictions, and limitations:
(1) INVESTMENTS NOT SUBJECT TO LIMITATIONS.—There is no limitation with respect to the capital of the investing credit union on the following investments:
(a) Direct obligations of the United States Government.
(b) Obligations of agencies created by the United States Congress and authorized thereby to issue securities or evidences of indebtedness, regardless of guarantee of repayment by the United States Government.
(c) Public housing authority obligations.
(d) General obligations of the states of the United States and of the political subdivisions and municipalities thereof.
(e) Obligations issued by the State Board of Education under authority of the Constitution or applicable statutes.
(f) Tax anticipation certificates or warrants of counties or municipalities having maturities not exceeding 1 year.
(g) The assets of liquidating credit unions in this state, provided such assets are otherwise eligible for investment by the acquiring credit union.
(h) The shares and deposit accounts of corporate credit unions and any other fund established by this state or by the Federal Government for the purpose of maintaining liquidity in credit unions; however, such investments shall not exceed the amount required for the purpose of meeting the daily needs of the investing credit union for operating liquidity.
(i) Stock of the Federal National Mortgage Association, Federal Home Loan Bank, or any other similar entity designated by the office, designed to promote investment in residential mortgages, which may be purchased and retained as required in connection with mortgage transactions with the association or entity.
(2) INVESTMENTS SUBJECT TO LIMITATION OF 25 PERCENT OF CAPITAL OF THE CREDIT UNION.—Up to 25 percent of the capital of the credit union may be invested in:
(a) The shares or deposit accounts in any one corporate credit union or other insured financial depository institution. The credit union may exceed the 25-percent investment limitation in the corporate credit union, subject to the prior written approval of the office.
(b) Federal funds, daily; however, a credit union may not sell at any one time federal funds to any individual institution in an amount exceeding 100 percent of the equity of the selling credit union.
(c) Bankers’ acceptances that are eligible for purchase by Federal Reserve Banks.
(3) INVESTMENT SUBJECT TO LIMITATION OF TWO PERCENT OF CAPITAL OF THE CREDIT UNION.—
(a) Up to 2 percent of the capital of the credit union may be invested in the capital shares, obligations, or preferred stock issues of any agency or association, or membership association, provided the membership or stockholdings, as the case may be, of such agency or association are primarily confined or restricted to credit unions or organizations of credit unions and provided the purposes for which such agency or association is organized are designed primarily to service or otherwise assist credit union operations.
(b) Commercial paper and bonds of any corporation within the United States which have a fixed maturity, as provided in subsection (7), except that the total investment in all such paper and bonds may not exceed 10 percent of the capital of the credit union.
(4) INVESTMENT SUBJECT TO LIMITATION OF ONE PERCENT OF CAPITAL OF THE CREDIT UNION.—Up to 1 percent of the capital of the credit union may be invested in any of the following:
(a) Corporate obligations of any one corporation which is an affiliate or subsidiary of the credit union or a service corporation, except that the total investment in all such corporate obligations shall not exceed 10 percent of the capital of the credit union.
(b) Any capital participation instrument or evidence of indebtedness issued by the Department of Commerce pursuant to the Florida Small and Minority Business Assistance Act.
(5) INVESTMENTS IN REAL ESTATE AND EQUIPMENT FOR THE CREDIT UNION.—
(a) Up to 5 percent of the capital of the credit union may be invested in real estate and improvements thereon, furniture, fixtures, and equipment utilized or to be utilized by the credit union for the transaction of business.
(b) The limitations provided by this subsection may be exceeded with the prior written approval of the office. The office shall grant such approval if it is satisfied that:
1. The proposed investment is necessary.
2. The amount thereof is commensurate with the size and needs of the credit union.
3. The investment will be beneficial to the members.
4. A reasonable plan is developed to reduce the investment to statutory limits.
(6) INVESTMENTS SUBJECT TO APPROVAL.—A credit union may invest its funds in such other investments, including the capital stock of other financial institutions, as the commission or office approves by rule or order.
(7) SPECIAL PROVISIONS.—
(a) A credit union may not invest its funds in bonds or other obligations described in this section unless the bonds or other obligations are current as to all payments of principal and interest.
(b) A credit union shall establish written policies and procedures for evaluating the systemic and specific risks and benefits associated with investments authorized under this section before making such investments and must conduct appropriate risk management and monitoring for the duration of the investment. An investment decision may not be based solely on the rating of the bond or other obligation by an investment rating service. The office may require a credit union to divest itself of an investment that the office determines creates excessive risk or the associated risk exceeds the ability of the credit union to properly evaluate and manage.
(c) With prior office approval, any investment permitted in this section may also be made indirectly by investment in a trust or mutual fund, the investments of which are limited as set forth in this section. The credit union must maintain a current file on each investment which contains sufficient information to determine whether the investment complies with the requirements of this section. If the investment fails to comply, the credit union must divest itself of its investment, unless otherwise approved by the office.
(1) ALLOWANCE FOR LOAN LOSSES ACCOUNT.—The credit union shall maintain an account for loan and lease losses. The amount in the account should be consistent with applicable United States generally accepted accounting principles and industry guidance provided by regulatory agencies or as required by the office. The account must be provided for before paying a dividend.
(2) REGULAR RESERVE.—The regular reserve shall belong to the credit union and shall be used to meet losses. The regular reserve may not be decreased without the prior written approval of the office or as provided by rule of the commission.
(3) ALLOWANCE FOR INVESTMENT LOSSES.—The credit union may maintain a contra asset account to provide an allowance for investment losses, which will not be included in the determination of equity. The account must be maintained consistent with the rules of the commission.
(4) SPECIAL RESERVES.—In addition to such regular reserve, special reserves shall be established:
(a) To protect members against losses resulting from credit extended or from risk assets when required by rule, or when found by the office, in any special case, to be necessary for that purpose; or
(b) As authorized by the board of directors.
(5) BORROWING MONEY.—A credit union may borrow money and issue evidences of indebtedness for a loan or loans in the usual course of its business and secure such obligations by mortgage or pledge of any of its assets. Aggregate borrowings may not exceed 50 percent of the capital that is not impaired by losses of the credit union. However, this percentage limitation does not apply to loans from the National Credit Union Administration.
657.053 Assessments; state credit unions.—Each state credit union shall pay to the office a semiannual assessment equal to $500 plus 15 cents for each $1,000 of total assets. The amounts of all assessments provided for in this section shall be deemed to be maximum amounts. The commission has the authority to establish, by rule, and from time to time to change, assessments in amounts less than the maximum amounts stated in this section.
(1) The office may appoint the National Credit Union Administration as conservator over a credit union to take possession and control of the property, assets, and business of its member credit union and to operate it subject to the directions of the office whenever:
(a) The office finds that the credit union:
1. Is engaging or has engaged in an unsafe or unsound practice;
2. Is violating or has violated any provision of this chapter; or
3. Is violating or has violated any commission rule, office order, or written agreement entered into with the office,
in such a manner that the credit union is threatened with imminent insolvency.
(b) A majority of the members of the board of directors of the credit union have been removed by the office or the National Credit Union Administration or have resigned.
(c) The credit union is significantly undercapitalized and has no reasonable prospect of becoming adequately capitalized. The commission may define by rule criteria for determining if a credit union is undercapitalized or adequately capitalized. In defining such criteria, the commission shall consider the definitions contained in s. 216, the Federal Credit Union Act, codified at 12 U.S.C. s. 1790d.
(2) Except when prohibited by federal or state law, in the event of conservatorship, the conservator may appoint the board of directors and the operating committees and may, without penalty or liability, prepay any deposit accounts; terminate any contracts or agreements with employees, independent contractors, or consultants; terminate any contract or agreement with any person to provide goods, products, or services if the performance of such contract would adversely affect the safety or soundness of the credit unions; and terminate or assign any lease for property. The authority of the conservator to continue operation of a credit union shall continue for a period not to exceed 180 days, unless extended by the office for an additional period or periods, not to exceed 180 days each, at the request of the conservator, or unless involuntary liquidation proceedings have been initiated by the office. In the event that the conservator does assume control pursuant to the direction of the office, a meeting of the credit union shall be called within 180 days, or within the period of extension as approved by the office, for the specific purpose of electing a new board of directors, who shall take office when the conservator surrenders control, or considering such other recommendations as the conservator and the office make.
(1) If the office finds that any credit union is insolvent or imminently insolvent; is transacting its business in an unsound, unsafe, or unauthorized manner such that it is threatened with imminent insolvency, and liquidation is in the best interest of the members; or is undercapitalized and has no reasonable prospect of becoming adequately capitalized, the office may, in its discretion, order the credit union placed in involuntary liquidation and designate and appoint a liquidator to take charge of the assets and affairs of the credit union. The order shall set forth the specific findings and reasons for the action taken. The commission may define by rule criteria for determining if a credit union is undercapitalized or adequately capitalized. In defining such criteria, the commission shall consider the definitions contained in s. 216, the Federal Credit Union Act, codified at 12 U.S.C. s. 1790d.
(2) The liquidator must be appointed by the office. The National Credit Union Administration must be given the right of first refusal. The office may appoint another entity if refused by the primary insurer.
(3) Upon appointment and in accordance with the directions of the office, the liquidator shall take possession and charge of all of the assets, books, and records of the credit union and shall take charge of the affairs, business, and operations of the credit union and shall have all of the powers of the board of directors, credit committee, credit manager, and supervisory committee of the credit union. The liquidator shall continue the business operation of the credit union for a period not to exceed 180 days, subject to the direction of the office. The liquidator shall have full authority to make loans and investments and to permit deposits to or withdrawals from accounts by members, except that during the period of such operation by the liquidator, no withdrawal from any account or accounts which are not fully insured shall be permitted. Except when prohibited by federal or state law, the liquidator may, without penalty or liability, prepay any deposit accounts; terminate any contracts or agreements with employees, independent contractors, or consultants; terminate any contract or agreement with any person to provide goods, products, or services if the performance of such contract would adversely affect the safety or soundness of the credit union; and terminate or assign any lease for property. The liquidator shall proceed with a liquidation of assets by sale or transfer of assets and conversion of assets into cash or liquid investments in preparation for distribution to members on account of shares and deposits. The liquidator shall have specific authority to sell loan assets. The liquidator may enter into agreements for the sale or transfer of loans and other assets with the assumption of outstanding share and deposit accounts, which assumption constitutes full and complete distribution to members on account of shares and deposits.
(4) On the completion of the liquidation and certification by the liquidator that the distribution of the assets of the credit union has been completed, the office shall cancel the certificate of authorization of the credit union. The office may designate a custodian to maintain the books and records of the liquidated credit union.
(5) When the liquidating agent of the credit union has been appointed, the office may waive or deem inapplicable the fees required by this chapter and the examination required by s. 655.045(1) if the liquidating agent submits periodic reports to the office on the status of the liquidation.
657.064 Voluntary liquidation.—A credit union may elect to dissolve voluntarily and liquidate its affairs in the following manner:
(1) Before considering any resolution pertaining to voluntary liquidation by the board of directors, the credit union must inform the office and the National Credit Union Administration of the time and place of the meeting of the board of directors. The notification must be transmitted at least 10 days before the board of directors meets.
(2) The board of directors, pursuant to this section, shall, by resolution, recommend to the membership that the credit union be dissolved and shall state the board’s reasons for such recommendation.
(3) Within 10 days after adoption by the board of directors of the resolution proposing voluntary liquidation, a copy of the resolution shall be mailed to each member, giving notice of the time, location, and purpose of a special membership meeting, which must be held not less than 10 nor more than 20 days following the mailing of the resolution. Included in this notice shall be a mail ballot, allowing each member to vote in favor of or against the proposed voluntary liquidation. All ballots which are received by the credit union prior to the time set for the special membership meeting shall be counted together with the ballots cast at the meeting to determine whether the membership approves of the voluntary liquidation. Adequate procedures shall be established to provide that each member shall have but one vote. A majority of the votes cast by the members must be in favor of voluntary liquidation for the credit union to be voluntarily liquidated. Those casting ballots by mail or at the meeting constitute a quorum for the transaction of business at such special meeting, notwithstanding any contrary bylaw provision.
(4) Upon adoption by the board of directors of a resolution recommending that the credit union be voluntarily liquidated, the office or the National Credit Union Administration may restrict control or give directions with respect to the continued business of the credit union pending consideration of the voluntary liquidation by the members. During such period, no member shall withdraw an aggregate amount in excess of the insurance or guaranty covered by the credit union. No new extensions of credit shall be funded during the period between the board of directors’ adoption of the resolution recommending the voluntary liquidation and the membership meeting called to consider the voluntary liquidation, except for loans fully secured by a pledge of shares and for the funding of outstanding loan commitments approved before the board of directors adopts the resolution.
(5) The notice required by subsection (3) shall also be mailed to the office and the National Credit Union Administration within 5 days after the action of the board of directors. Within 10 days after the meeting of the membership, the board of directors shall notify the office and the National Credit Union Administration in writing of the action taken by the members.
(6) If the voluntary liquidation is approved by the membership, the board of directors shall appoint a liquidator to proceed with the liquidation. All reasonable and necessary expenses of operation during the period of liquidation shall continue to be paid as authorizable by the board of directors. When all assets from which there is a reasonable expectancy of realization have been fully paid, the remaining liquidation proceeds shall be paid and distributed to the members, ratably according to the balances in the share accounts as of the close of the last business day preceding the date of the resolution of the board of directors pursuant to subsection (2).
(7) The National Credit Union Administration shall have the right of first refusal to be appointed as liquidator of any liquidating credit union which it insures. The liquidator shall have all of the powers provided in s. 657.063 regarding involuntary liquidation. If the National Credit Union Administration declines to serve as liquidator, the board of directors shall appoint a reasonable person as liquidator and specify the extent of responsibilities and authority delegated to the liquidator.
(8) When the liquidating agent of the credit union has been appointed, the office may waive or hold inapplicable the fees required by this chapter and the examination required by s. 655.045(1) if the liquidating agent submits periodic reports to the office on the status of the liquidation.
(9) Whenever the board of directors or liquidator determines that all assets from which there is a reasonable expectancy of realization have been liquidated and distributed to the members, a certificate of dissolution on forms prescribed by the commission shall be prepared and filed with the office together with all pertinent books and records of the credit union, and thereupon the credit union shall be dissolved and its certificate of authorization canceled. The office may designate a custodian to maintain the books and records of the liquidated credit union.
(1) Upon the filing of an application with the office by the constituent credit unions, and upon approval by the office, credit unions may be merged with a surviving state credit union, as prescribed in this code, except that the action by a merging federal credit union must be taken in the manner prescribed by, and is subject to, any limitations or requirements imposed by federal law and regulations. The application must be accompanied by a merger plan and agreement together with a certified copy of the authorizing resolutions of the board of directors of constituent credit unions showing approval by a majority of the entire board of directors of each credit union, as provided in this section, and a nonrefundable application fee of $500. The fee may be waived by the office for a merger under subsection (6).
(2) Nothing in the law of this state shall restrict the right of a state credit union to merge with a surviving federal credit union. In such case, the action to be taken by a merging state credit union, and its rights and liabilities and those of its members, shall be the same as those prescribed for merging federal credit unions at the time of the action by applicable federal law or regulations.
(3) If the resulting credit union will be a state credit union, the merging credit unions shall adopt a merger plan and agreement stating the method, terms, and conditions of the merger, including all agreements concerning the merger. The board of directors of each constituent credit union must, by majority vote of the entire board, approve the merger plan and agreement, which shall contain:
(a) The name and address of the merging and surviving credit unions;
(b) The date, time, and place of the meeting where the merger plan and agreement was approved by the merging and the surviving credit unions’ boards of directors;
(c) The name and address of the main office of the surviving credit union and each continuing branch office;
(d) The names, terms, and board positions of the surviving credit union’s board of directors;
(e) The name and title of each executive officer;
(f) A list of any needed amendments to the surviving credit union’s bylaws, if applicable, and, attached to the agreement, copies of the amendments;
(g) A statement that the merger and the merger plan and agreement are subject to approval by the office and the National Credit Union Administration; and
(h) Such additional provisions not contrary to law as are agreed upon by the constituent credit unions and such other provisions as the office requires to enable it to discharge its duties with respect to the merger.
(4) The office shall approve the application and the merger plan and agreement if it finds that:
(a) The surviving credit union’s net worth is adequate; and
(b) The merger will not impair the ongoing viability of the surviving credit union.
If the office disapproves a merger plan and agreement, it shall state its objections and, chapter 120 notwithstanding, give an opportunity to the merging and surviving credit unions to amend the merger plan and agreement to eliminate such objections.
(5) Approval by the office, by final order or otherwise, of the application and merger plan and agreement shall be deemed subject to approval by the membership of the merging credit union who vote on the merger at a meeting duly called for that purpose. Such approval shall be documented by the submission of a copy of:
(a) The notice of intent to merge given to the surviving credit union;
(b) The notice to the members of the merging credit union of the meeting duly called to consider the merger. Such notice must disclose the purpose of the meeting and the date, time, and place of the meeting; and
(c) The resolution adopted by the membership confirming the vote on the merger.
Unless the approval of the merging credit union has been obtained and proper evidence thereof submitted to the office within 6 months after the approval by the office, the approval by the office of the merger and merger plan and agreement shall be deemed to be revoked and terminated; however, the office on its own motion, or at the request of the merging or surviving credit unions for good cause shown, may extend the time for a period not to exceed 6 months.
(6) Notwithstanding any other provision of this chapter or of chapter 120, a credit union may merge without the vote of the membership when the office determines that the credit union is in danger of insolvency or that the credit union is significantly undercapitalized, as defined in s. 216, the Federal Credit Union Act, codified at 12 U.S.C. s. 1790d and the merger will enable the credit union to avoid liquidation.
(7) A merger with a resulting state credit union may not take place or be effective unless approved by the National Credit Union Administration and the office issues a certificate of merger. Upon consummation of the merger, the certificate of authorization of the merged credit union shall be returned to the proper authority to be canceled. Also, at consummation, all property and property rights of, and members’ interest in, the merged credit union shall vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union must be assumed by the surviving credit union under the certificate of authorization under which the merger was affected. All members of the surviving credit union have the same rights, privileges, and responsibilities after the merger is completed. The certificate of merger must be recorded in the public records of all counties in which the merging credit union owned any real property at the effective date of the merger.
657.066 Conversion from state credit union to federal credit union and conversely.—Any credit union organized under this chapter may convert into a federal credit union and any federal credit union may convert into a credit union organized pursuant to this chapter upon approval of the authority under the supervision of which the converted credit union will operate and upon compliance with applicable laws.
(1) Any action by the board of directors proposing conversion shall be by resolution and shall require the affirmative vote of an absolute majority of the board of directors.
(2) The board of directors shall cause to be transmitted to the authority under the supervision of which the converted credit union will operate a copy of the resolution adopted by the board of directors and a conversion application.
(3) Upon the written approval of the authority under the supervision of which the converting credit union is to operate, the converting credit union shall become a credit union under this chapter or under the laws of the United States, as the case may be, and thereupon all assets shall become the property of the converted credit union, subject to all existing liabilities against the credit union. All shares and deposits shall remain intact. Any federal credit union seeking to convert to a state-chartered credit union shall pay a nonrefundable filing fee of $500. The office may conduct an examination of any converting federal credit union before approving the conversion and the converting credit union shall pay a nonrefundable examination fee as provided in s. 655.411(1)(b).
(4) Upon the approval of the authority under the supervision of which the converted credit union will operate, a copy of the resolution shall be provided to each member, together with a notice setting forth the time, location, and purpose of a meeting of the membership which shall be held not less than 10 or more than 30 days following the transmission of the notice.
(5) A ballot allowing an affirmative or negative vote on the proposed conversion shall also be provided to each member. Any ballot received by the credit union prior to the meeting called to consider the conversion shall be counted along with the votes cast at the meeting. Each member shall have one vote. A majority of the votes cast by the members is required to approve the conversion.
(6) Within 10 days after the approval by the membership, the board of directors shall cause to be transmitted to the authority under the supervision of which the converted credit union will operate a copy of the resolution adopted by the board of directors and approved by the membership with confirmation of the vote.
(7) Every conversion must be completed within 90 days after the approval of the authority under the supervision of which the converted credit union will operate. Upon receiving its certificate of authorization or charter from the authority under the supervision of which the converted credit union will operate, the old certificate of authorization or charter shall be returned to the proper authority and shall be canceled.
(8) In consummation of the conversion, the old credit union may execute, acknowledge, and deliver to the newly chartered credit union the instruments of transfer necessary to accomplish the transfer of any property and all right, title, and interest therein.
Court: Fla. Dist. Ct. App. | Date Filed: 2024-06-12T00:00:00-07:00
Snippet: substantial evidence. See Jackson v. Hochadel Roofing Co., 657
So. 2d 1266, 1268 (Fla. 1st DCA 1995).
The …weekly wage under
section 440.14(1)(d). See Jackson, 657 So. 2d at 1267. But that
discretion is not unfettered
