Section § 14550

Explanation

Every credit union must have a supervisory committee with at least three members, and the total number must be odd. Each member of this committee should already be part of the credit union and be elected by its members. Alternatively, the board of directors can set up an audit committee, which must follow the rules in Section 14556.

Every credit union shall have a supervisory committee of at least three persons, provided that the number of members on the committee is an odd number, each of whom shall be a member of the credit union and elected by the members of the credit union. In the alternative, the board of directors may establish an audit committee subject to the requirements of Section 14556.

Section § 14551

Explanation

The supervisory committee of a credit union has several important responsibilities. They can suspend members of the credit committee, credit manager, board of directors, or any officer if they unanimously decide to do so in a specially called meeting. They can also call a meeting of the members to address violations or unsafe practices by a majority vote. Additionally, they have the authority to inspect the financial accounts and securities of the credit union.

The committee can temporarily fill any vacancies until the next annual member meeting. If a committee member misses three consecutive meetings without an excuse or is inactive for 12 months, the committee can declare that member's office vacant.

The supervisory committee may:
(a)CA Financial Code § 14551(a) Suspend at any time by unanimous vote, at a meeting called for that purpose, the credit committee, or any member thereof, or the credit manager, or any member of the board of directors, or any officer.
(b)CA Financial Code § 14551(b) By a majority vote call a meeting of the members to consider any violation of this division or the bylaws, or any practices of the credit union which, in the opinion of the committee, are unsafe or unauthorized.
(c)CA Financial Code § 14551(c) Inspect the securities, cash, and accounts of the credit union.
(d)CA Financial Code § 14551(d) Fill vacancies in the supervisory committee until the next annual meeting of the members.
(e)CA Financial Code § 14551(e) Declare vacant any office of a member of the supervisory committee if such member is absent from three consecutive regular meetings of the supervisory committee unless excused therefrom or is completely inactive as a member of the supervisory committee for a consecutive 12 months’ period.

Section § 14551.5

Explanation

The supervisory committee of a credit union has the job of checking the credit union's rules and processes to prevent fraud and conflicts of interest. This committee must take any necessary actions to fulfill these responsibilities as outlined in related sections.

The supervisory committee shall be responsible for reviewing the credit union’s policies and control procedures to safeguard against fraud and self-dealing, and the supervisory committee shall exercise whatever efforts are necessary pursuant to Sections 14551 and 14553 to meet those responsibilities.

Section § 14552

Explanation

If the supervisory committee suspends any members of the credit committee, board of directors, or other officers, they must notify the members within seven days to hold a special meeting. This meeting allows members to decide on any further actions concerning the suspension.

The supervisory committee shall, within seven days after suspension of any or all members of the credit committee, or any member of the board of directors, or any other officer, cause notice of a special meeting to be given to the members to take such action regarding the suspension as the members deem necessary.

Section § 14553

Explanation

The supervisory committee of a credit union is required to audit the credit union's books and records at least once a year. This audit includes a thorough review of the credit union's business operations and financial status.

They must report their findings, which detail the credit union's assets and liabilities, incoming and outgoing funds, to the board of directors. These reports are shared at the annual members' meeting and kept in the credit union's records.

Additionally, the committee is allowed to conduct extra inspections of the credit union's securities, cash, and accounts whenever it feels necessary. Any findings from these additional audits should also be reported to the board of directors.

(a)CA Financial Code § 14553(a) The supervisory committee shall at least once each year make or cause to be made an audit of the books and records and an examination of the business and affairs of the credit union. The supervisory committee shall make a full report of the assets and liabilities, receipts and disbursements of the credit union to the board of directors. Those reports shall be presented at the annual meeting of members and filed with the records of the credit union.
(b)CA Financial Code § 14553(b) The supervisory committee may make or cause to be made any supplementary inspections of the securities, cash, and accounts of the credit union or audits as it deems necessary, and submit reports of those audits to the board of directors.

Section § 14554

Explanation

This law states that a member of the supervisory committee in a credit union cannot hold any other position in the credit union, such as being on the credit committee, acting as the credit manager, being on the board of directors, or working as an employee.

No member of the supervisory committee shall serve as a member of the credit committee, as the credit manager, as a member of the board of directors, or as an employee of the credit union.

Section § 14555

Explanation

If the commissioner finds that a credit union's supervisory committee is not doing its job properly, they can remove all of its members from office. Afterward, they will instruct the credit union's board of directors to hold a special meeting for members to elect a new supervisory committee, who will serve until the next annual meeting.

The commissioner may, after investigation and finding that the supervisory committee is not performing in conformance with this article, declare all offices of the supervisory committee of a credit union vacant and shall direct the board of directors of the credit union to call a special meeting of the members for the purpose of electing a new supervisory committee to serve until the next regular annual meeting.

Section § 14556

Explanation

This section allows the board of directors to create an audit committee instead of a supervisory committee, provided they follow specific guidelines. The decision must be approved by a majority vote of the members. Once the audit committee is formed, the supervisory committee is dissolved and the credit union's bylaws are updated accordingly.

The audit committee must include at least three credit union members, and the majority must be directors. Members cannot hold certain other roles within the credit union simultaneously. The board has the power to appoint or remove audit committee members. If the audit committee fails to meet its responsibilities, a commissioner can demand changes in its composition.

The audit committee is tasked with ensuring compliance with certain sections, maintaining an effective internal audit program, and ensuring adequate training and review of the credit union’s operations. The board can dissolve the audit committee and restore the supervisory committee by another membership vote.

(a)CA Financial Code § 14556(a) The board of directors may, by resolution, establish an audit committee in lieu of a supervisory committee. An audit committee that meets all the requirements of this section shall be deemed to satisfy the requirements for a supervisory committee set forth in Sections 14550 to 14555, inclusive, or in any applicable bylaw provision.
(b)CA Financial Code § 14556(b) The vote of the board of directors to establish an audit committee in lieu of a supervisory committee shall be affirmed by a majority vote of members voting. A membership vote may occur at any regular or special meeting of the members, or by written ballot subject to Section 7513 of the Corporations Code. Following the affirmative vote of the membership, the supervisory committee shall be deemed dissolved upon the appointment of an audit committee and the adoption of appropriate amendments to the credit union bylaws, consistent with subdivision (e) of Section 14103, by the board of directors.
(c)CA Financial Code § 14556(c) The audit committee shall consist of at least three persons, provided that it is an odd number, each of whom shall be a member of the credit union and appointed by a majority of the board of directors.
(1)CA Financial Code § 14556(c)(1) Notwithstanding the limitations of subdivision (b) of Section 7212 of the Corporations Code, the audit committee may be composed of directors, or both directors and nondirectors, provided that no less than a majority of the members of the audit committee at any given time shall be composed of directors.
(2)CA Financial Code § 14556(c)(2) A member of the audit committee shall not serve as a member of the credit committee, as the credit manager, as the board chairman, or as an employee of the credit union.
(3)CA Financial Code § 14556(c)(3) An audit committee member may be appointed or removed by a majority vote of the board of directors and shall serve at the pleasure of the board. The removal of an audit committee member who is also a director of the credit union, for any reason, shall not impact their status as a director.
(4)CA Financial Code § 14556(c)(4) The commissioner, after investigation and finding that the audit committee is not performing in conformance with this article, may direct the board to replace any or all audit committee members.
(d)CA Financial Code § 14556(d) The audit committee shall carry out the responsibilities set forth in subdivisions (a) to (c), inclusive, of Section 14551 and Sections 14551.5, 14552, and 14553 and shall:
(1)CA Financial Code § 14556(d)(1) Ensure that the credit union complies with Section 14252.
(2)CA Financial Code § 14556(d)(2) Ensure that the credit union maintains an effective internal audit program, including a system of internal controls and individuals with sufficient training and experience to adequately and timely review all key areas of a credit union’s operations.
(e)CA Financial Code § 14556(e) The board of directors may, by subsequent resolution, reestablish a supervisory committee in lieu of an audit committee, which shall be affirmed by membership vote. The audit committee shall be deemed dissolved upon the election of a supervisory committee by the membership.