189—12.2 (533) Nomination procedures for the board of directors.
	 12.2(1) Nominating committee. If the board has determined that voting for directors at the annual meeting will be conducted via one or more methods other than only in-person voting at the meeting, then at least 120 days before each annual meeting, the chairperson of the board shall appoint a nominating committee of three or more members, none of whom are directors currently eligible for reelection or their immediate family members.
	  a.   	 It is the duty of the nominating committee to nominate at least one member for each vacancy, including for any unexpired-term vacancy, for which elections are being held and to obtain a signed certificate from the members nominated that they are agreeable to the placing of their names in nomination, will accept office if elected, and will cooperate with any background check required by the credit union.
	  b.   	 The nominating committee shall file its nominations with the secretary of the credit union board at least 90 days before the annual meeting.
	  c.   	 Nominations made by the nominating committee are not subject to the petition process in subrule 12.2(2).
	 12.2(2) Nominations by petition. If the board of directors determines pursuant to subrule 12.3(1) that voting for directors will be conducted in whole or in part by mail or electronic ballots prior to the annual meeting, then nominations shall not be taken from the floor at the annual meeting and the nominating committee shall accept additional nominations by petition.
	  a.   	 At least 90 days before the annual meeting, the secretary shall notify in writing all members eligible to vote that nominations for vacancies may be made by petition signed by at least 1 percent of the members, subject to a minimum of 20 members and a maximum of 200 members.
	 (1) 	 The notice shall indicate that there will be no nominations from the floor at the annual meeting.
	 (2) 	 The notice shall include a list of the nominating committee’s nominees and a brief statement of the nominees’ qualifications and biographical data in a form approved by the board of directors. Each nominee by petition shall submit a similar statement of qualifications and biographical data with the petition.
	 (3) 	 Nominations by petition shall be accompanied by a signed certificate from the nominee stating that the nominee is agreeable to nomination, will serve if elected to office, and will cooperate with any background check required by the credit union.
	 (4) 	 The period for receiving nominations by petition shall extend at least 30 days from the date that the notice is sent. Petitions shall be filed with the secretary of the credit union at least 60 days before the annual meeting.
	 (5) 	 Nominations by petition which are received after the closing date, or which are otherwise incomplete because they do not include a statement of qualifications and biographical data, or certification agreeing to the nomination and indicating a willingness to serve, shall be disqualified by the board secretary. The secretary shall immediately notify the nominee of the disqualification and of the reason. A petition for a disqualified nominee may be refiled provided that all requirements, including the closing date for receiving nominations by petition, are met.
	  b.   	 The notice may be included with the notice of annual meeting, in statements or newsletters, on the credit union Web site, or on signs posted in the credit union.
	  c.   	 The secretary may use electronic mail to notify members who have opted to receive notices or statements electronically.
	 12.2(3) Posting of nominations. The secretary shall ensure that all nominations are posted in a conspicuous place in each credit union office at least 30 days but no more than 60 days before the annual meeting.
	 12.2(4) Alternative schedule—voting only in person at annual meeting. If the board of directors determines that voting at the annual meeting shall only be conducted in person, and nominations will be taken from the floor at the annual meeting, the chairperson of the board shall appoint a nominating committee of three or more members, none of whom are directors currently eligible for reelection or their immediate family members, at least 60 days before the annual meeting. The nominating committee shall not solicit additional nominations by petition pursuant to subrule 12.2(2). Nominations shall be posted according to subrule 12.2(3).
[ARC 0938C, IAB 8/7/13, effective 9/15/13]