(a) Subject to the provisions of this section, the directors may be elected exclusively by mail ballot or electronically in accordance with regulations adopted by the Commissioner, if: (1) The board of the credit union, by resolution posted conspicuously at the principal office of the credit union at least 90 days before the annual meeting of the members of the credit union, authorizes the election of directors exclusively by mail ballot or electronically; or (2) (i) The bylaws provide for the election of directors exclusively by mail ballot or electronically; and (ii) Notice of the election and the annual meeting is posted conspicuously at the principal office of the credit union at least 90 days before the date of the annual meeting. (b) (1) At least 75 days before the annual meeting, the board of the credit union shall appoint a nominating committee of at least three members. (2) The nominating committee shall nominate at least one member for each vacancy on the board, after determining that a proposed nominee agrees to permit the nomination and, if elected, to accept the office. (3) The nominating committee shall file its nominations with the secretary of the credit union at least 60 days before the annual meeting. (4) The secretary shall post these nominations conspicuously at the principal office of the credit union at least 55 days before the annual meeting. (c) (1) (i) The lesser of 1 percent or 500 of the members in good standing, but in any case no less than 20, may nominate candidates for directorships by signing a petition. (ii) Each page of the petition shall include: 1. The name of the credit union; and 2. The name of the nominee. (iii) Each petition shall contain: 1. The printed or typed names, signatures, date, and account numbers of those members in good standing signing the petition; and 2. A certificate by each nominee that the nominee agrees to permit the nomination and, if elected, to accept the office. (iv) The nominating committee shall determine the validity of any petition. (2) Petitioners shall file their nomination with the secretary of the credit union at least 55 days before the annual meeting. (3) The secretary shall post these nominations conspicuously at the principal office of the credit union at least 20 days before the annual meeting. (d) (1) When only one member is nominated for a position to be filled, the chairman may: (i) Take a voice vote; or (ii) Declare the nominee elected by general consent or acclamation at the annual meeting. (2) If the nominations of the nominating committee and any petitioners provide more than one nominee for each directorship to be filled, the secretary: (i) For an election of directors conducted by mail ballot, shall mail to each member in good standing, at least 20 days before the annual meeting: 1. A printed ballot, clearly identified as a ballot, on which appears the name of each nominee, in alphabetical order, and on which, in the form that the board approves, may appear after a nominee's name: A. A brief statement of the nominee's qualifications and biographical information; and B. If applicable, a notation that the nominee is the incumbent; 2. A postage prepaid and preaddressed envelope clearly marked with instructions to place the completed ballot and the identification form in the envelope and seal the envelope; and 3. An identification form to be completed to include the name, address, signature, and credit union account number of the voter; and (ii) For an election of directors conducted electronically, shall provide the information and identification form required under item (i) of this paragraph as provided in regulations adopted by the Commissioner. (3) One form may be printed or provided electronically that represents a combined ballot and identification form. (e) The board shall appoint the tellers of the election. (f) The tellers of an election may not count a ballot unless it is: (1) Mailed or electronically submitted to the tellers; and (2) Received by the tellers not later than midnight of the 7th day before the date of the annual meeting. (g) The tellers of the election shall: (1) Verify or cause to be verified the name of each voter and the credit union account number of the voter as it appears on the identification form; (2) Authenticate any questionable or challenged identification form; (3) Keep the verified identification form and ballot for safekeeping pending the count of the vote; (4) Keep separate any questionable or challenged identification form and ballot until the authentication, verification, or challenge is resolved; (5) Determine that each eligible voter does not vote more than once and is a member in good standing; and (6) After the time set in subsection (f)(2) of this section, tally the votes and report the results to the board. (h) The board shall report the results of the election at the annual meeting of the members. (i) The Commissioner shall establish by regulation procedures for conducting an election of directors electronically, including procedures for: (1) Providing notice of the election to each member in good standing; (2) Providing the information and identification form specified in subsection (d)(2)(i)1 of this section; (3) Providing instructions on how to access and use the electronic election system; and (4) Allowing a member to opt out of using the electronic election system and vote by mail ballot.
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