Senate Amendment to House File 131 H-8219 Amend House File 131, as amended, passed, and reprinted by 1 the House, as follows: 2 1. Page 1, line 2, by striking < 2023 > and inserting < 2024 > 3 2. By striking page 1, line 12, through page 2, line 25. 4 3. Page 2, line 26, by striking < 2023 > and inserting < 2024 > 5 4. Page 2, by striking lines 28 through 33 and inserting: 6 < 8. a. A credit union director shall not receive 7 compensation for service as a director. However, a director 8 may be reimbursed for reasonable expenses directly related 9 to such service Subject to its bylaws, a credit union may 10 provide compensation to members of the credit union’s board, 11 elected pursuant to section 533.204, in an amount not to exceed 12 sixteen thousand dollars per year per board member for a credit 13 union with one billion dollars or greater in assets, or not to 14 exceed eight thousand dollars per year per board member for a 15 credit union with less than one billion dollars in assets. A 16 director who receives compensation under this paragraph shall 17 not be reimbursed for expenses directly related to service as 18 a director . 19 b. A credit union director who does not receive compensation 20 under paragraph “a” may be reimbursed for reasonable expenses 21 directly related to service as a director. > 22 5. Page 2, line 34, by striking < 2023 > and inserting < 2024 > 23 6. Page 3, after line 22 by inserting: 24 < NEW SUBSECTION . 13. a. In addition to any other liability 25 imposed by law upon the directors of a state credit union, the 26 directors of a state credit union shall be liable for all of 27 the following: 28 (1) The directors of a state credit union who vote for, 29 or assent to, the declaration of any dividend or other 30 distribution of the assets of the state credit union to the 31 state credit union’s members in willful or negligent violation 32 of this chapter, any restrictions contained in the articles of 33 incorporation, or any order by the superintendent restricting 34 the payment of dividends or other distribution of assets, shall 35 -1- HF 131.3755.S (1) 90 mb 1/ 4 #1. #2. #3. #4. #5. #6.

be jointly and severally liable to the state credit union for 1 the amount of the dividend which is paid, or the value of 2 such assets which are distributed, in excess of the amount of 3 such dividend or distribution which could have been paid or 4 distributed had the violation not occurred. 5 (2) The directors of a state credit union who vote for, 6 or assent to, any distribution of the assets of the state 7 credit union to the state credit union’s members during the 8 dissolution of the state credit union without the payment and 9 discharge of, or making adequate provision for, all known 10 debts, obligations, and liabilities of the state credit union 11 shall be jointly and severally liable to the state credit union 12 for the value of the distributed assets to the extent that such 13 debts, obligations, and liabilities of the state credit union 14 are not thereafter paid and discharged. 15 (3) The directors of a state credit union who willfully 16 or negligently vote for, or assent to, a loan or an extension 17 of credit in violation of this chapter shall be jointly and 18 severally liable to the state credit union for the total amount 19 of any loss sustained by the state credit union. 20 (4) The directors of a state credit union who willfully or 21 negligently vote for, or assent to, any investment of funds of 22 the state credit union in violation of this chapter shall be 23 jointly and severally liable to the state credit union for the 24 amount of any loss sustained by the state credit union on the 25 investment of funds. 26 b. A director shall not be liable under paragraph “a” if 27 the director relied and acted in good faith on information 28 that was held out to the director to be correct by any officer 29 of the state credit union, or was stated in a written report 30 by a certified public accountant or firm of certified public 31 accounts. A director shall not be deemed to be negligent if 32 the director in good faith exercised the diligence, care, and 33 skill which an ordinarily prudent person would exercise as a 34 director under similar circumstances. 35 -2- HF 131.3755.S (1) 90 mb 2/ 4

c. When deemed necessary by the superintendent, and after 1 affording an opportunity for a hearing upon adequate notice, 2 the superintendent may require that a director whom the 3 superintendent reasonably believes to be liable to a state 4 credit union pursuant to paragraph “a” to place in an escrow 5 account in an insured credit union located in this state, 6 as directed by the superintendent, an amount sufficient to 7 discharge any liability which may accrue pursuant to paragraph 8 “a” . Upon a final determination of the amount of liability owed 9 pursuant to paragraph “a” , the superintendent shall pay over the 10 amount due to the state credit union from the escrow account. 11 Any portion of the escrow account in excess of the amount of 12 liability owed shall be refunded on a pro rata basis to the 13 directors required to contribute to the escrow account pursuant 14 to this paragraph. 15 d. The liability provisions of this subsection shall not 16 apply to a director of a credit union who is not directly 17 compensated for services as a director other than the 18 reimbursement of actual expenses. 19 NEW SUBSECTION . 14. a. Any director held liable for 20 the payment of a dividend or other distribution of assets of 21 a state credit union under subsection 13 shall be entitled 22 to contribution from any member of the state credit union 23 who accepted or received a dividend or other distribution of 24 assets, knowing that the dividend or distribution of assets was 25 made in violation of this chapter, in proportion to the amount 26 received by each member. 27 b. Any director held liable under subsection 13 shall be 28 entitled to contribution from any other director found to be 29 similarly liable. 30 NEW SUBSECTION . 15. a. A director of a state credit union 31 who is present at a meeting of the state credit union’s board 32 of directors shall be presumed to have assented to any matter 33 taken up by, or action taken by, the board, unless the director 34 dissents by doing any of the following: 35 -3- HF 131.3755.S (1) 90 mb 3/ 4

(1) Has the director’s dissent entered into the minutes of 1 the board meeting. 2 (2) Files the director’s written dissent with the 3 individual acting as the secretary of the board meeting before 4 the adjournment of the board meeting. 5 (3) Forwards the director’s written dissent by registered 6 or certified mail to the board secretary of the state credit 7 union promptly after the adjournment of the board meeting. 8 b. The right to dissent pursuant to paragraph “a” shall not 9 apply to a director who votes in favor of the action of the 10 board. 11 NEW SUBSECTION . 16. Any action seeking to impose liability 12 under this section, other than liability for contribution, 13 shall be commenced within five years of the event giving rise 14 to the liability. > 15 7. Page 3, line 23, by striking < 2023 > and inserting < 2024 > 16 8. Page 4, line 10, by striking < 2023 > and inserting < 2024 > 17 9. Page 5, by striking lines 1 through 24. 18 10. By renumbering as necessary. 19 -4- HF 131.3755.S (1) 90 mb 4/ 4 #7. #8. #9.