ARTICLE I.                           ORGANIZATIONAL PURPOSE

Section 1.               Name

The name of this organization shall be GCUL Acceptance Corporation, Inc.

Section 2.               Purpose

A.            To provide management and personnel services, planning and policy direction to the local Cooperative Automotive Resources organization, their subsidiaries and other affiliated organizations; and

B.            To facilitate the delivery of Products and Services to Georgia credit unions in coordination with the resources of the Georgia Credit Union League, Inc., Georgia Central Credit Union, Cooperative Services, Inc. and Georgia Credit Union Services, Inc. to build within the state of Georgia the best, most effective, wholesale credit union service and support system by:

1.             Providing leadership and influence;

2.             Facilitating cooperation and goodwill among credit unions and credit union organizations;

3.             Identifying rapidly the opportunities, needs, and problems of credit unions in Georgia;

4.             Coordinating the most cost-effective development and delivery of services and programs needed by credit unions;

5.             To maintain a highly specialized, yet diverse staff; operate within sound business practices consistent with profit objectives; promote a strong research and product development function; understand that a marketing approach is essential in meeting the needs of credit unions of all sizes; operate consistent with, and supportive of, the mission statement and objectives of the Georgia Credit Union Affiliates.

ARTICLE II.                         OWNERSHIP

GCUL Acceptance Corporation is a stock corporation whose ownership is evidenced by certificates of stock as determined by Article VI of these bylaws.

ARTICLE III.                        MEETINGS OF THE MEMBERS/STOCKHOLDERS

Section 1:               Annual Meetings

The annual meeting of GCUL Acceptance Corporation shall be held each year in conjunction with the Georgia Credit Union Affiliates annual meeting

Section 2:               Notice of Meetings

Written or printed notice stating the place, day and time of all meetings of stockholders shall be delivered not less than thirty (30) nor more than sixty (60) days before the date of the meeting.  Such notice may be delivered, either personally or by first class mail, by or at the direction of the Chairman, President, Secretary, Treasurer, or other officer calling the meeting, to each stockholder of record entitled to vote at such meeting.  The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.  Notice of any meeting of stockholders need not be given to any stockholder who signs a waiver of notice, either before or after the meeting.  Attendance of a stockholder at a meeting either in person  shall of itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a stockholder attends a meeting solely for the purpose of stating at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 3:               Special Meetings

Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President.  The Board of Directors shall also call a special meeting of stockholders whenever so requested in writing by stockholders representing not less than ten percent (10%) of the capital stock of the Corporation.  Special meetings of the stockholders shall be held at such time and place, within or without the state of Georgia, as may be determined by the person or persons calling the meeting.

Section 4:               Quorum

The presence, in person, of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than ten (10) nor more than thirty (30) days later, and the Secretary shall thereupon give at least ten (10)  days notice by mail to each stockholder entitled to vote who is absent from such meeting.

Section 5:               Voting/Credentials

At all meetings of the stockholders each holder of shares of the Corporation shall be entitled to cast one vote, in person, for each share standing in the stockholder's name on the books of the Corporation.  At all meetings of the stockholders, all questions, the manner of deciding which is not specifically regulated by statute, shall be determined by vote of the stockholders present in person; provided, however, that a stock vote shall be ballot, each of which shall state the name of the stockholder voting and number of shares owned by the stockholder.

Section 6:               Order of Business

I.            Determination of Quorum

II.           Approval of the Minutes for Preceding Meeting

III.           Reports:

- Chairman's Report

- President's Report

- Treasurer's Report

- Other Committees

IV.           Unfinished Business

V.           New Business

VI.           Elections - if any

VII.          Adjourn

Members assembled at any annual meeting may suspend or amend the above order of business upon majority vote of the members present at the meeting.

ARTICLE IV.                        BOARD OF DIRECTORS

Section 1:               Management

The affairs and business of this Corporation shall be managed by its Board of Directors, which shall have and may exercise all the powers that may be exercised or performed by the Corporation including the power to declare dividends.

Section 2:               Duties of Directors

The Board of Directors shall have the control and general management of the affairs and business of the Corporation.  Such Directors shall in all cases act as a Board, regularly convened, by a majority and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Georgia.

Section 3:               Number and Election

The number of Directors may be fixed from time to time by resolution of the Stockholders.  Members of the Board of Directors shall be elected at the Annual Meeting of the Stockholders.  Each Director shall hold office until the next Annual Meeting of shareholders or until his successor shall have been elected and qualified.

Section 4:               Qualifications

A Director shall be a Director, Manager (President or equivalent), or Assistant Manager (Vice President or equivalent) of a member credit union of the Georgia Credit Union League.

Section 5:               Removal of Directors

Any one or more of the Directors may be removed either with or without cause, at any time by a vote of the stockholders holding three-fourths (3/4) of the stock, at any special meeting called for the purpose. 

Section 6:               Vacancies

Vacancies on the Board of Directors occurring between Annual Meetings shall be filled for the unexpired portion of a term by the Board of Directors of the  Georgia Credit Union League, Inc.

Section 7:               Emergency Powers

In the event of a National Emergency, Common Disaster or Catastrophic Loss involving two or more members of the Board of Directors, a majority of the remaining Directors shall constitute a quorum, and be authorized to continue the operations of the Corporation until replacements for the deceased or incapacitated officials can be appointed.

Section 8:               Director Attendance

If a director fails to attend two (2) consecutive regular meetings of the Board of Directors without having been excused by the Board of Directors, the Director's office shall be declared vacant and the vacancy filled as herein provided.

ARTICLE V.         CORPORATE OFFICERS

Section 1:               Number

The officers of this Corporation shall be a Chairman of the Board, Vice Chairman of the Board, a Secretary, a Treasurer, a President, one or more Vice-Presidents and such other officers and assistant officers as the Board may from time to time elect or appoint as provided in these Bylaws.

Section 2:               Election

The Chairman, Vice Chairman, Secretary and Treasurer shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the stockholders, and shall hold office for the term of one (1) year or until their successors are duly elected.The Board may at any time elect or appoint a President who shall service until his/her successor is elected or appointed or until his/her death, resignation or removal.

Section 3:               Eligibility

The Chairman, Vice Chairman, Secretary and Treasurer must be elected from the members of the Board of Directors.  Other officers except the President may, but need not be directors of this Corporation.  Any person may hold more than one office; provided, however, that no one person shall, at the same time hold the office of Chairman and Secretary, or President and Secretary.

Section 4:               Chairman

The chairman of the Board shall preside at all meetings, both of the Board of Directors and the stockholders; shall be ex-officio a member of all committees; and shall perform all duties as may be imposed upon him/her by the Board of Directors.

Section  5:              Vice Chairman

The Vice Chairman of the Board shall perform all of the duties of the Chairman of the Board in the event of the latter's absence or inability to act, and such other duties as may be imposed upon him/her by the Board of Directors.

Section 6:               The Treasurer

The Treasurer shall perform or cause the following duties to be performed: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such credit unions, banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X, Section 4 and, in general, perform all of 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/her by the Chairman or the Board of Directors.

Section 7:               The Secretary

The Secretary shall:  (a) keep or cause to be kept the minutes of the meetings of the stockholders and of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) keep or arrange for the keeping  of a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (d) sign with the President, or a Vice President, certificates for stock of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the Board of Directors.

Section 8:               President

The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all of the business affairs of the Corporation.  He/she shall have authority: (a) as may be prescribed by the Board of Directors, to hire employees of the Corporation, to prescribe their duties and compensation, and to delegate authority to them; (b) 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; (c) as provided by law or the Board of Directors, to authorize any Vice President or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead.  The President shall be responsible for all duties delegated to him/her and for securing and providing office space complete with utilities, furniture, fixtures and equipment necessary for the operation of the Corporation as authorized by the Board of Directors.  The President shall also have authority to perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Section 9:               Assistant Treasurers and Assistant Secretaries

There shall be such numbers of Assistant Secretaries and Assistant Treasurers as the Board of Directors may authorize.  The Assistant Secretaries may sign with the President or a Vice-President certificates for stock of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors.  The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall be delegated or assigned to them by the Secretary or Treasurer, respectively, or by the President of the Board of Directors.

Section 10:             Removal

Any officer or agent elected or appointed by the Board of Directors may be removed by the entire Board of Directors at any time with or without cause by a majority vote when ever in its judgment the best interests of the Corporation will be serve thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment shall not of itself create contract rights.

Section 11:             Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term

ARTICLE VI.                        STANDING COMMITTEES

Section 1:               Additional Committees

The Board of Directors may, by resolution adopted by a majority of the entire Board, at any time and from time to time, appoint from among its members one or more additional committees consisting of two (2) or more Directors.  Members of such committees must be Directors of the Corporation.  The number of members of each committee may be increased or decreased by the Board at any time from time to time.

ARTICLE VII.                      CERTIFICATES OF STOCK

Section 1:               Description of Stock Certificates

The certificates of stock shall be numbered and registered in the order in which they are issued.  They shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person owning the shares therein represented, with the number of shares and the date thereof.  Such certificates shall exhibit the holder's name and the number of shares.  They shall be signed by the President or a Vice President, and countersigned by the Secretary or Treasurer and sealed with the seal of the Corporation.  All certificates surrendered tot eh Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2:               Issuance of Stock

All stock shall be issued only on resolution by the Board of Directors of the Corporation and shall be evidenced by certificates of stock.

Section 3:               Transfer of Stock

The stock of the Corporation shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or his/her legal representatives.  In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary.  In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate be issued.  No transfer shall be made upon the books of the Corporation within ten (10) days next preceding the annual meeting of the shareholders.

Section 4:               Restrictions on Transfer

In order to preserve the community of interest among this Corporation's stockholders and to maintain the closely held nature of this Corporation's stock, the following restrictions are hereby imposed upon the stockholders of this Corporation:

A.            No stockholder in this Corporation shall offer, sell, transfer, pledge or hypothecate his stock in this Corporation without having first offered to sell said stock to this Corporation.

B.            The price at which this Corporation or the party designated by it shall purchase any shares offered to it pursuant to this provision, shall be the lesser of either (1) the purchase price paid by the stockholder for the shares; or (2) the book value of the share or shares, as determined in accordance with generally accepted accounting principles to be applied by certified public accountants satisfactory to this Corporation, and the determination of said accountants shall be binding upon this Corporation and the offering shareholder.

C.            No stockholder in this Corporation shall offer, sell, transfer, pledge or hypothecate his stock in this Corporation without the prior written approval of counsel satisfactory to the Corporation.

ARTICLE VIII.                     FINANCES

Section 1:               Dividends

A.            The Board of Directors may from time to time declare and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and in its Articles of Incorporation.

Section 2:               Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

Section 3:               Audit 

Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of stockholders, the Board of Directors shall prepare or cause to be prepared:

(1)           A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of the fiscal year, and

(2)           A profit and loss statement showing the results of its operations during its fiscal year.

The Board of Directors shall at least annually make or cause to be made a complete audit of the financial records of the Corporation by an independent licensed certified public accountant.

ARTICLE IX.                        PARLIAMENTARY PROCEDURES

Robert's Rules of Order Revised shall govern in all meetings of the corporation, Board of Directors and committees in all cases to which they are applicable and in which they are not inconsistent with the articles of incorporation, constitution, bylaws, or other rules of order of the corporation.

ARTICLE X.                         INDEMNIFICATION

Section 1:                               Third Party Suits

Under the circumstances prescribed in Section 3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, Officer, Employee, or Agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2:                               Suits by Corporation

Under the circumstances prescribed in Section 3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, Officer, Employee, or Agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or an agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3:                               Right to Indemnification

To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith.  Except as provided in the preceding sentence and except as may be ordered by a court, any indemnification under  Section 1 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1.  Such a determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel employed by the Corporation, in a written opinion, or (iii) by the affirmative vote of a majority of the shares entitled to vote thereon.     

Section 4:                               Expenses

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors generally or as to a specific case or as to a specific person or persons (designated by name, title or class of persons), upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article IX.

Section 5:                               Nonexclusivity

The provisions for indemnification and advancement of expenses provided by this Article IX shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any bylaw, agreement or resolution approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon taken at a meeting, the notice of which specified that such bylaw, resolution or agreement would be placed before the shareholders, both as to action by a director, officer, employee or agent in his official capacity and as to action in another capacity while holding such office or position, except that no such other rights, in respect to indemnification or otherwise, may be provided or granted with respect to the liability of any director, officer, employee or agent for (a) any appropriation, in violation of his duties, of any business opportunity of the corporation;  (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;  (c) liabilities of a director imposed by Section 14-2-154 of the Georgia Business Code; or (d) any transaction from which the director, officer, employee or agent derived an improper personal benefit.

Section 6:                               Insurance

A.            The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX.

B.            If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, send by first class mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid and the nature and status at the time of such payment of the litigation or threatened litigation.

Section 7:                               Right to Participate in Defense

As a condition to any such right of indemnification, or to receive advancement of expenses, the Corporation may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the Corporation and at the expense of the Corporation.

Section 8:                               Continuation of Right of Indemnification

The rights to indemnification and advancement of expenses provided in this Article IX shall continue notwithstanding that a person who would otherwise have been entitled to indemnification or advancement of expenses hereunder shall have ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such persons.

ARTICLE XI.                                        AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by an affirmative vote of the stockholders representing two-thirds (2/3) of the issued and outstanding common capital stock, at an annual meeting or at a special meeting called for that purpose.

ARTICLE XII.                      CONFLICT OF INTEREST

No director, committee member, officer, agent or employee of the Corporation in any manner, directly or indirectly participate in the deliberation upon the determination of any question affecting his pecuniary interest or the pecuniary interest of any corporation, partnership, or association  in which he 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 XIII.                     DISCLOSURE/CONFIDENTIALITY

Upon written request, the Corporation promptly shall mail to any stockholder of record a copy of the most recent such balance sheet and profit loss statement.

ARTICLE XIV.     CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1:               Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may by general or confined to specific instances.

Section 2:               Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in this name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 3:               Checks, Drafts, Etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4:               Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such credit unions, banks, trust companies or other depositaries as the Board of Directors may select.