GEORGIA CREDIT UNION FOUNDATION, INC.
BYLAWS

ARTICLE I. DEFINITIONS AND RULES OF CONSTRUCTION

Section 1: Definitions

As used in these bylaws, unless the context otherwise requires, the term:

(a) "Credit union" means any cooperative credit organization operating in the manner of credit unions as determined by the Board of Directors.

(b) "GCUL" means the Georgia Credit Union League, a not-for-profit trade association.

(c) "IRC" means the United States Internal Revenue Code.

(d) "Meeting" means an official occasion for the transaction of business in a deliberative fashion. A meeting may take the form of a gathering in one room or area, telephone conference call, or any other setting or mode of communication that affords participants the opportunity to contemporaneously exchange ideas.

Section 2: Rules of Construction

As used in these bylaws, unless the context otherwise requires:

(a) References to IRC section numbers shall include corresponding provisions of future United States Internal Revenue laws.

(b) Whenever an item is to be mailed, delivery by another means under which the recipient can reasonably be expected to receive the item at least as soon as he/she would have if it had been mailed by first class mail shall be sufficient.

ARTICLE II. PURPOSE

Section 1:

The corporation shall at all times be operated in such manner that it qualifies as an exempt organization as said term is referred to in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended from time to time, or any provision corresponding thereto from time to time in effect and the Regulations promulgated thereunder.

ARTICLE III. SOURCE OF SUPPORT

Section 1: Source

Contributions may be accepted from any source with the approval of the Board of Directors.

Section 2: Restrictions

Except as provided in this section, all contributions shall be used without restriction for the purposes specified in the articles of incorporation and bylaws. Prior to receipt or acceptance of a contribution (whichever occurs first), the Board of Directors may approve a restriction on the use of the contribution (including a restriction on the territory within which the contribution is to be used) if requested by the contributor and if the restricted use falls within one of the purposes specified in the articles of incorporation or bylaws; provided that no restriction shall impose any condition requiring return, transfer or conveyance of any part or all of the contributed assets: (a) by reason of the dissolution of the corporation, or (b) for any other reason that might cause the contributed assets to be used for purposes other than those specified in the articles of incorporation and bylaws; provided further, that any such restriction shall automatically terminate (a) when funds are no longer needed for the restricted use or (b) when a period of five years has elapsed since approval of the restriction, whichever occurs first.

Section 3: Special Recognition

The Board of Directors may establish special procedures, including emblems, certificates and plaques, for the purpose of giving special recognition to contributors. At no time, however, may a contributor or any other person be designated a "member" of the Foundation.

ARTICLE IV. SCOPE OF ACTIVITY

Section 1: Charitable, Scientific and Education

This corporation shall be operated exclusively for charitable, scientific and educational purposes in the field of consumer thrift and credit, or other activities serving the public interest or common good, with particular emphasis on credit unions. The terms "charitable, scientific and educational" as used herein shall have the same meaning as in Section 501(c)(3) of the IRC.

Section 2: Territory

The territory in which the operations of this corporation are principally to be conducted is the United States of America, its territories and possessions, but the operations of the corporation shall not be limited to such territory.

Section 3: Specific Activities

Without limiting the foregoing, the activities of this corporation within the purposes specified in Section 4.1 may include:

(a) Development, establishment and/or operation of credit union programs for relief of the poor, distressed, and underprivileged, or for the purpose of combating community deterioration.

(b) Cooperation in the development, establishment, operation, and/or evaluation of any such programs with the government of the state or surrounding states, and their agencies, or with any individual, corporation, association or other legal entity.

(c) Instruction or training of individuals and groups for the purposes of improving or developing their capabilities in credit union and related subjects.

(d) Instruction of the public on credit union subjects, including the promotion of thrift and the provident use of money.

(e) Establishment of scholarship, fellowship and similar grants for the purpose of promoting study or research within the credit union field. If research is involved, the results of such research must be published in a treatise, thesis, trade publication, or in any other form that is available to the interested public on a nondiscriminatory basis.

(f) Establishment and operations of such schools and courses of instruction and presentation of such public discussion groups, forums, seminars, workshops, panels, lectures, or other similar programs as may be necessary or convenient for carrying out the purposes specified in this article. This may be done through the use of any one or more mediums of communication, including correspondence, radio and television.

(g) Any other activity that is determined to be appropriated by the Board of Directors.

ARTICLE V. PROHIBITED TRANSACTIONS

Section 1: Legislative Activities

This corporation shall not devote any part of its activities to attempting to influence legislation (as defined in the IRC) by propaganda or otherwise, and shall not directly or indirectly participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Section 2: Private Benefit

No part of the net earnings of this corporation shall inure to the benefit of any individual within the meaning of Section 501(c)(3) of the IRC. This shall in no way affect the right of the corporation to pay reasonable compensation for services rendered or to make payments and distributions in furtherance of the purposes set forth in the articles of incorporation and bylaws.

Section 3: Georgia Credit Union League and Other Contributors

In transactions with GCUL and other contributors, this corporation shall at no time:

(a) Lend any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest.

(b) Pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered.

(c) Make any part of its services available on a preferential basis.

(d) Make any substantial purchase of securities or any other property for more than an adequate consideration in money or money's worth.

(e) Sell any substantial part of its securities or other property for less than an adequate consideration in money or money's worth.

(f) Engage in any other transaction which results in a substantial diversion of its income or corpus.

Section 4: Accumulations of Income

No amounts shall be accumulated out of income which:

(a) Are unreasonable in amount or duration in order to carry out the corporate purposes specified in the articles of incorporation and bylaws, or

(b) Are used for purposes or functions other than such corporate purposes, or

(c) Are invested in such a manner as to jeopardize the carrying out of such corporate purposes.

Section 5: Trade or Business

This corporation shall not engage in any unrelated trade or business as defined in Section 513 and related sections of the IRC.

Section 6: Other

The corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the IRC or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the IRC.

ARTICLE VI. OFFICES

Section 1: Principal Offices

The principal office in the State of Georgia shall be located at 6705 Sugarloaf Parkway, Suite 200, Duluth, Georgia, 30097. The corporation may have such other offices, either within or without the State of Georgia, as the Board of Directors designates or as the business of the corporation requires.

Section 2: Registered Agent

The registered agent of the corporation required by the Georgia non-profit corporation law to be maintained in the State of Georgia may be, but need not be, located in the principal office in the State of Georgia. The registered agent or his/her address may be changed by the Board of Directors, and any such change shall be filed with the Georgia Secretary of State.

ARTICLE VII. MEMBERS

Section 1: The corporation shall have only one class of member. Membership in the Corporation shall be limited to the President of each chapter of the Georgia Credit Union League and the Directors of the Georgia Credit Union League (GCUL). After ceasing to be a Chapter President or GCUL Director, a person shall cease to be a member of this Corporation.

Section 2: Voting Rights

Each member shall be entitled to one vote on each matter submitted to a vote of the members regardless if they have dual membership qualifications.

Section 3: Termination of Membership

By affirmative vote of three-fourths (3/4) of the board of directors, a member may be suspended or expelled for cause after an appropriate hearing.

Section 4: Resignation

Any member may resign by filing a written resignation with the Secretary, which resignation shall become effective immediately upon receipt of the same.

Section 5: Transfer of Membership

Membership in this Corporation is not transferable or assignable.

Section 6: No Membership Certificate

No membership certificates of the Corporation shall be issued or required.

ARTICLE VIII. MEETINGS OF MEMBERS

Section 1: Annual Meeting

The annual meeting of the members shall be held each year at a time and place to be determined by the board of directors.

Section 2: Special Meetings

Special meetings of the members may be called by either the Board Chairman, a vote of two-thirds (2/3) of the Board of Directors or not less than 1/3 of the members of the Foundation.

Section 3: Place of Meeting

The Board of Directors may designate any place as the place of meeting for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation.

Section 4: Notice of Meeting

Written notice stating the place, date and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than 10 nor more than 50 days before the date of such meeting. In the case of a special meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the Notice. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at this address as it appears on the records of the Corporation, with postage thereon prepaid. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 5: Informal Action by Members

Any action required to be taken at a meeting of the members of the Corporation, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

Section 6: Quorum

The members holding 1/3 of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting; provided, however, withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 7: Manner of Acting

The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these Bylaws or the Articles of Incorporation.

ARTICLE IX. BOARD OF DIRECTORS

Section 1: General Powers

The affairs of the corporation shall be managed by a Board of Directors.

Section 2: Compensation

Directors shall serve without compensation provided the Board of Directors may authorize reimbursement of such expenses of individual directors as it may deem necessary.

Section 3: Number and Election

The Board of Directors shall consist of five directors, four (4) of whom shall be elected by the membership, and one of the Georgia Credit Union League Board members, usually the League Treasurer. A director need not be a member but consideration should be given to contributors. The term of office for elected Directors shall be two (2) years and there shall be no tenure restrictions. The elected Directors shall be divided into two (2) classes and each class shall consist of two (2) Directors. The term of office of the first class shall expire at the first annual meeting of members after their election; that of the second class shall expire at the second annual meeting after their election. At each annual meeting of members after such classification, the number of elected Directors equal to the number of the class whose terms expire at the time of such meeting shall be elected to hold office. The president of GCUL shall be an ex-officio member of the Board of Directors without vote.

Section 4: Election Procedure

(a) At least thirty (30) days prior to each annual meeting, the Chairman of the Board shall appoint a Nominating Committee of not fewer than three (3) persons from among the Directors and the members, for a term of one (1) year commencing with the date of such appointment. It shall be the duty of the Nominating Committee to select at least one eligible candidate for each vacancy, including any unexpired term vacancy, for which elections are held. The nominations of the Nominating Committee shall be reported to the Chairman of the Board at least two (2) days prior to the annual meeting or other meeting at which the election is to be held.

(b) At the election of Directors, the Chairman of the Board shall place the nomination of the Nominating Committee before the members who are eligible to vote and report or call for other nominations from the floor. Nominations shall then be closed; tellers shall be appointed by the Chairman; ballots shall be distributed; the vote shall be taken and tallied by the tellers; and the results shall be announced by the Chairman. All elections shall be determined by plurality vote and shall be by secret ballot, except where there is only one nominee for each office, in which case the election may proceed by unanimous consent.

Section 5: Removal

A director may be removed from office by the affirmative vote of three-fourths (3/4) of the members present at any regular meeting or at a special meeting called for the purpose.

Section 6: Vacancies

Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, shall be filled by the Board of Directors at its next regular or special meeting.

Section 7: Quorum

A majority of the number of directors fixed pursuant to the articles of incorporation and bylaws shall constitute a quorum for the transaction of the affairs. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Ex-officio members shall not be counted for purposes of determining a quorum or for taking action.

Section 8: Place and Notice of Director Meetings

The Board of Directors may provide, by resolution, the time and place of the holding of meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by the President, by the Chairman of the Board of Directors, by the Executive Director of the Foundation, or by the written concurrence of three or more directors. Except as otherwise provided herein, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to each director at his or her address as it appears on the records of the corporation, with postage thereon prepaid, not less than ten days nor more than fifty days before the date of the meeting, or in the case of a special meeting, not less than three nor more than ten days before the date of the meeting. Participation of a director in a meeting shall constitute a waiver of notice of such meeting, except where a director participates in a meeting and objects to the transaction of any business because it is not lawfully called or convened.

Section 9: Informal Action

Any action required or permitted by the articles of incorporation or bylaws or any provisions of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors entitled to vote thereon.

Section 10: Absence

If a director fails to attend three consecutive meetings without cause satisfactory to the Board of Directors, or violates the law, the Articles of Incorporation, or these Bylaws, or in the event of death, incapacity or resignation of a director, his or her office may be declared vacant by the Board, and the vacancy filled as herein provided.

ARTICLE X. WAIVERS AND RESIGNATION

Section 1: Waiver of Notice

Whenever any notice whatever is required to be given by these Bylaws or the Articles of Incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Attendance at a meeting shall of itself constitute waiver of notice and waiver of any and all objections to the place or time of the meeting, or the manner in which it has been called or convened except when such attendance is solely for the purpose of stating, at the beginning of the meeting, any such objections or objections to the transaction of business.

Section 2: Waiver of Meetings

Any action required by the Bylaws of the Corporation or by any statute or other law to which this Corporation is subject to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the directors, or all the members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or the committee. Such consent will have the same force and effect as a unanimous vote, and may be stated as such in any articles or documents filed with courts of competent jurisdiction and the Secretary of State under the Georgia Nonprofit Corporation Code.

Section 3: Telephone Meetings

Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting pursuant to this Article shall constitute presence in person at such meeting.

Section 4: Resignation

Any director or officer of the Corporation may resign at any time by giving written notice to the Corporation, to the Board of Directors, or to the Chairman of the Board, or to the President or Executive Director of the Foundation, or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon its acceptance by the Board of Directors.

ARTICLE XI. COMMITTEES

Section 1: Committees

The Board of Directors may, at any time, from time to time, appoint one or more committees, which shall consist of such persons as the Foundation Board shall designate. Members of such committees need not be directors of the Corporation, and the number of members of each committee may be increased or decreased by the Foundation Board at any time and from time to time. Members of each committee shall advise with and aid the officers and directors of the Corporation in such matters as shall be designated by the Board of Directors. Each committee may, from time to time, but subject to the approval of the Board, prescribe rules and regulations for the calling and conduct of its meetings and other matters relating to its procedures.

Section 2: Compensation of Committee Members

Members of committees shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of any committee. The Board of Directors shall have power in its discretion to contract for and to pay to any member of a committee rendering unusual or exceptional services to the Corporation, special compensation appropriate to the value of such services. Further, all expenses of attendance shall not, except upon special
resolution of the Board of Directors, be reimbursable. Notwithstanding the foregoing provisions, no fixed sums or expenses of attendance shall be allowable for attendance at any regular special meeting of any committee except upon resolution of the Board of Directors.

ARTICLE XII. OFFICERS

Section 1: Number

The officers of the corporation shall consist of a chairman, a vice chairman, a secretary, a treasurer, and a president. One of the officer positions of the Georgia Credit Union League Board will serve as Chairman of this Corporation; that position being customarily the Treasurer of the League.

Section 2: Election and Term of Office

The Vice Chairman, Secretary and Treasurer shall be elected annually by and from the Board of Directors at the annual meeting. Each such officer shall serve for one (1) year and until his successor shall have been elected. The directors shall elect as President of this Corporation, the person who is the Chief Executive Officer of GCUL.

Section 3: Removal of Officers and Agents

Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. The group or individual that has the power to elect or appoint an officer also has the power to fill any vacancy that occurs in the office.

Section 4: Duties

The officers shall have the following duties:

(a) CHAIRMAN. The chairman shall be chairman and preside at all meetings of the Board of Directors. The chairman shall also perform such other duties as may be assigned to him/her by law or by the Board of Directors.

(b) VICE CHAIRMAN. In the event of the absence or inability of the chairman, the vice chairman shall act as chairman.

(c) SECRETARY. The secretary shall perform or cause the following duties to be performed: (1) keep minutes of the proceedings of the Board of Directors in one or more books provided for the purpose; (2) keep at the corporation's principal office a record giving the names and addresses of all directors; (3) see that all notices are duly given in accordance with these Bylaws or as required by law; (4) be custodian of the corporate records and of the seal of the corporation; (5) see that the seal of the corporation is affixed to all documents, the execution of which is duly authorized on behalf of the corporation, and (6) in general perform all the duties incident to the office of secretary and have such other duties and exercise such authority as may be delegated or assigned to him by the chairman or by the Board of Directors.

(d) TREASURER. The treasurer shall perform or cause the following duties to be performed: (1) have general charge and custody of and be responsible for all funds and securities of the corporation, and deposit all monies received, in the name of the corporation, credit unions, banks, trust companies, or other depositories as shall be selected by the Board of Directors, (2) keep or cause to be kept correct and complete books and records of account, and (3) in general perform all the duties incident to the office of Treasurer and have such other duties and exercise such other authority as may be delegated or assigned to him by the chairman or by the Board of Directors.

(e) PRESIDENT. The president shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He/She shall have authority to appoint an executive director and such other officers, agents and employees of the Corporation as he/she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such officers, agents and employees shall hold office at the discretion of the president. He/she shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he/she may authorize the executive vice-president or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead. In general, he/she shall perform all duties incident to the office of president, and such other duties as may be prescribed by the Board of Directors.

(f) Executive Director. If the President so designates, the Foundation shall have an Executive Director and that individual shall be responsible for the day-to-day operations of the Corporation.

Section 5: Compensation

Officers shall serve without compensation, provided the Board of Directors may authorize reimbursement of such expenses of individual officers as it may deem necessary.

ARTICLE XIII: DISCLOSURE/CONFIDENTIALITY

Section 1: Disclosure

All books of account and other records of the Foundation shall at all times be available to the Directors or credit union regulators. The financial statements and Articles and Bylaws of the Foundation shall be made available for inspection by any member of the Foundation.

Section 2: Confidentiality

The officers, directors, members of committees, and employees of the corporation shall hold in strictest confidence all transactions of the Foundation with its members, contributors and all information respecting their personal affairs.

ARTICLE XIV. INVESTMENTS AND ACCOUNTING

Section 1: Investments and Deposits

Funds not immediately needed for purposes specified in the Articles of Incorporation and Bylaws shall be invested or deposited in such manner as the Board of Directors may determine without legal or statutory restriction provided that no such investment shall be made which would constitute a prohibited transaction under Article IV.

Section 2: Loans

The Board of Directors may borrow money and give collateral on such terms and conditions as it determines.

Section 3: Fiscal Year

The fiscal year of the corporation, for accounting purposes, shall be the 12 months ending December 31.

Section 4: Audit

The books and records of account shall be audited by a licensed certified public accountant selected by the Board of Directors, and a report of the financial condition of the corporation shall be submitted to the annual meeting of the Board of Directors.

Section 5: Signature Authorization

All checks, notes, drafts and legal documents drawn by the Corporation shall be signed by those appointed by the Board of Directors. The Board may also, in its discretion, require, by general or special resolutions, that checks, drafts, notes, and other obligations for the payment of money be countersigned or registered as a condition to their validity by such officer or officers or agent or agents as shall be designated in such resolution.

ARTICLE XV. INDEMNIFICATION

Section 1: Indemnification of Members, Officials and Staff

The Corporation shall and hereby does indemnify to the extent permitted by the Georgia Nonprofit Corporation Code, all present and former members, officers, directors and employees of the Corporation for expenses and costs (including attorney's fees) actually and necessarily incurred by him/her in connection with any claim asserted against him/her, be it action in court or otherwise, by reason of his/her being or having been such member, director, officer or employee, except in relation to matters as to which he/she shall have been found liable to the Corporation and for which the aforementioned Code Section does not permit indemnity.

ARTICLE XVI. DUES

The Corporation shall not require of or collect from members either initiation fees or dues of any kind.

ARTICLE XVII. SEAL

Section 1: Seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE XVIII. DISSOLUTION

Section 1: Distribution of Assets

Upon dissolution, the assets of the corporation shall be applied and distributed in accordance with the provisions of the Articles of Incorporation.

ARTICLE XIX. AMENDMENTS

Section 1: Procedure

These Bylaws may be amended by the Board of Directors at any meting, provided written notice of the nature of the proposed amendment is given to all directors, personally or by mail, not less than ten days nor more than fifty days before the date of the meeting. ARTICLE II SHALL NOT BE AMENDED OR REPEALED EXCEPT AS SHALL BE NECESSARY TO CONTINUE THE QUALIFICATION OF THE CORPORATION AS AN EXEMPT ORGANIZATION UNDER SECTION 501 (c)(3) OF THE INTERNAL REVENUE CODE, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER.

ARTICLE XX. CONFLICT OF INTEREST

No Director, committee member, officer, agent or employee of the Georgia Credit Union Foundation shall in any manner, directly or indirectly participate in the deliberation upon the determination of any question affecting his /her pecuniary interest or the pecuniary interest of any corporation, partnership or association in which he/she is directly or indirectly interested. In the event of the disqualification of any Director respecting any manner presented to the Board of Directors for deliberation or determination, such Director shall withdraw from such deliberation or determination; and in such 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 of Directors.
ARTICLE XXI: GENDER

Section 1: Gender Reference

Throughout this document, the masculine gender shall be deemed to include the feminine and neuter; the singular, the plural, and vice versa.