Sudbury Credit Union Limited By-law No 1 Changes presented to Annual Membership Meeting April 7, 2010

Transcription

1 Change the bond of association from the Regional Municipality of Sudbury to include anyone resident or employed in Ontario: ARTICLE TWO - MEMBERSHIP 2.01 Membership in the Credit Union shall be limited to: (a) persons residing or employed in the Regional Municipality of Sudbury; (a) persons residing or employed in Ontario Place of Meetings Meetings of shareholders shall be held at the registered office of the Credit Union or elsewhere in the municipality in which the registered office is situate. Within the province of Ontario Update the expulsion of members article to be in compliance with the new Credit Union and Caisses Populaires Act Expulsion 2.05 Where a member ceases for any reason to hold the required number of membership shares in the Credit Union, fails to abide by the Credit Union's by-laws, or fails to repay indebtedness to the Credit Union, the board of directors may give 10 days' advance notice to such member of intent to remove him from membership, personally or by prepaid mail addressed to him at his last known address according to the records of the Credit Union, and, after giving the member an opportunity to be heard, by resolution at a meeting not later than 90 days before the annual general meeting he may be expelled as a member. Subject to section 62(3) of the Act in respect of shares, the Credit Union shall forthwith pay to anyone so removed from membership any balance standing to his credit on the books of the Credit Union. Expulsion 2.05 (a) Where a member: (i) commits an act of misconduct in the affairs of the Credit Union; (ii) fails to abide by the Bylaws, including, without limitation, failing for any reason to hold the required minimum number of membership Shares of the Credit Union pursuant to section 2.03 hereof; or (iii) fails to repay indebtedness to the Credit Union in accordance with the conditions of repayment, the Board may give ten (10) days' advance notice to such member of intent to remove such member from membership, personally or by prepaid mail addressed to such member at such member s Recorded Address, and, after giving the member an opportunity to be heard and to be represented at the Board meeting by a person authorized under the Law Society Act to represent the member, by resolution at a Board meeting, such member may be expelled from membership. The Corporate Secretary shall, within five (5) days after the resolution expelling a member was passed, notify the member of the decision of the Board by registered mail to the member s Recorded Address. Subject to section 62(3) of the Act in respect of Shares, the Credit Union shall forthwith pay to a member so expelled any balance standing to the credit of such person on the books of the Credit Union, after deducting all amounts due from the member to the Credit Union, within ninety (90) days after the day on which the member is expelled. (b) An expelled member may appeal the decision of the Board at the next annual or general meeting of the Credit Union by giving the Board notice of his or her intention to appeal the expulsion within twenty-one (21) days after receiving the notice of expulsion. If written representations of not longer than two thousand (2,000) words from an expelled member appealing his or her expulsion are received by the Credit Union at least seven (7) days before the mailing or publication of the notice of the general meeting, the Board shall, at the expense of the Credit Union, include with the notice of meeting a notice that those representations are available for inspection by members at the head office and branches of the Credit Union. The members of the Credit Union, at that general meeting, by resolution passed by a majority of the votes cast at the meeting, may confirm, vary, or set aside the Board s decision to expel the member. Page 1 of 5

2 Establish that board candidates and credit union employees must declare any conflict of interest ARTICLE FOUR - DIRECTORS Qualification; Nomination Procedure 4.02 (a) No person shall be qualified for election as a director if he is not a natural person; less than 18 years of age; or not a member of the Credit Union; and every director shall be a Canadian citizen or a person lawfully admitted to Canada for permanent residency who is ordinarily resident in Canada. No person shall be qualified for election as a director of the Credit Union if that person will have, as of the date of the meeting at which he or she is a candidate for election to the Board, served as a director of the Credit Union for eighteen (18) consecutive years or longer since the date on which the Credit Union s annual general meeting was held in Further, no manager, full-time or part-time employee, director, or committee member of another credit union is qualified for election as a director of the Credit Union. No person who is disqualified under the Act shall be qualified for election as a director. - add highlighted text Qualification; Nomination Procedure 4.02 (a) No person shall be qualified for election as a director if he is not a natural person; less than 18 years of age; or not a member of the Credit Union; and every director shall be a Canadian citizen or a person lawfully admitted to Canada for permanent residency who is ordinarily resident in Canada. Only a person who has disclosed to the Board, in a timely fashion before the election in which the person is a candidate is held, everything he or she is required by the Act to disclose as a candidate for director of a credit union. No person shall be qualified for election as a director of the Credit Union if that person will have, as of the date of the meeting at which he or she is a candidate for election to the Board, served as a director of the Credit Union for eighteen (18) consecutive years or longer since the date on which the Credit Union s annual general meeting was held in Further, no manager, full-time or part-time employee, director, or committee member of another credit union is qualified for election as a director of the Credit Union. No person who is disqualified under the Act shall be qualified for election as a director. Conflict of Interest 4.16 Subject to the Credit Union's conflict of interest policy, a director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, or is a spouse, parent or child of an individual who is a party to, a material contract or transaction or proposed material contract or transaction with the Credit Union, shall disclose in writing to the Credit Union, or request to have entered in the minutes of the meetings of the directors, the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or transaction, or proposed contract or transaction, shall be referred to the board for approval even if such contract is one that in the ordinary course of the Credit Union's business would not require approval by the board, and a director interested in a contract so referred to the board shall not vote on or be present at the consideration of any resolution to approve the same except as permitted by the Act. - add highlighted text 4.16 Subject to the Credit Union's conflict of interest policy, a director, officer, committee member, or employee of the Credit Union who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, or is a spouse, parent or child of an individual who is a party to, a material contract or transaction or proposed material contract or transaction with the Credit Union, shall disclose in writing to the Credit Union, or request to have entered in the minutes of the meetings of the directors, the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or transaction, or proposed contract or transaction, shall be referred to the board for approval even if such contract is one that in the ordinary course of the Credit Union's business would not require approval by the board, and a director interested in a contract so referred to the board shall not vote on or be present at the consideration of any resolution to approve the same except as permitted by the Act. Page 2 of 5

3 Recognize that under the Act the Board of Directors will have a broad power to establish committees and, subject to certain restrictions, delegate powers to those committees. ARTICLE FIVE: COMMITTEES Executive Committee 5.03 Subject to authorization by a special resolution of the members, the board shall elect annually from among its members an executive committee composed of not fewer than three directors. Subject to the Act, the board may delegate any of its powers to the Executive Committee The board shall elect annually from among its members an executive committee composed of not fewer than three directors. Subject to the Act, the board may delegate any of its powers to the Executive Committee. THAT THE FOLLOWING TO BE REMOVED Loans Officer 5.05 (a) The Credit Union hereby establishes the position of Loans Officer. (b) The Board shall, from time to time, appoint one or more Loans Officers to consider all applications for loans, assist in the recovery of overdue loans and act upon any application of a member for the postponement or the renegotiation of any or all loan payments. Duties (c) The Loans Officer or Loans Officers appointed from time to time shall perform all of the duties of a credit committee prescribed in the Act. (d) So long as Article 5.05(c) hereof remains in full force and effect, it is unnecessary for the Credit Union to elect a credit committee. THAT THE FOLLOWING TO BE REMOVED Advisory Committee 5.06 The board may from time to time appoint such other committees as it may deem advisable, but the functions of any such other committees shall be advisory only. Allow the credit union to have three or more members on the Audit Committee. Audit Committee 5.04 (a) The board shall elect annually from among its number an audit committee to be composed of three directors. The audit committee shall have the powers and duties provided in the Act and the regulations (a) The board shall elect annually from among its number an audit committee to be composed of not fewer than three directors. The audit committee shall have the powers and duties provided in the Act and the regulations. Page 3 of 5

4 Recognize that the Act no longer refers to a Treasurer; but rather a Chief Executive Officer ARTICLE SIX 6.01 The board shall appoint a Chair of the Board and a Corporate Secretary, and may appoint, from time to time, one or more Vice-Chairs (to which title may be added words indicating seniority or function), a Treasurer, and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Credit Union. Subject to paragraph 6.02, an officer may but need not be a director, and one person may hold more than one office. In case and whenever the same person holds the offices of Corporate Secretary and Treasurer, he may but need not be known as the Secretary-Treasurer. All officers shall sign such contracts, documents, or instruments in writing as require their respective signatures. In the case of the absence or the inability or refusal to act of any officer, or for any other reason that the board may deem sufficient, the board may delegate all or any of the powers of such officer to any other officer, or to any director for the time being The board shall appoint a Chair of the Board, Corporate Secretary, and a Chief Executive Officer, and may appoint, from time to time, one or more Vice-Chairs (to which title may be added words indicating seniority or function), and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Credit Union. Subject to paragraph 6.02, an officer may but need not be a director, and one person may hold more than one office. All officers shall sign such contracts, documents, or instruments in writing as require their respective signatures. In the case of the absence or the inability or refusal to act of any officer, or for any other reason that the board may deem sufficient, the board may delegate all or any of the powers of such officer to any other officer, or to any director for the time being. Treasurer 6.05 The Treasurer shall keep proper accounting records in compliance with the Act, and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Credit Union; he shall render to the board whenever required an account of all his transactions as Treasurer and of the financial position of the Credit Union; and he shall have such other powers and duties as the board may specify. Unless and until the board designates any other officer of the Credit Union to be the Chief Financial Officer of the Credit Union, the Treasurer shall be the Chief Financial Officer of the Credit Union. Chief Executive Officer 6.05 The Chief Executive Officer shall be charged, subject to the authority of the Board, with the general supervision of the business and affairs of the Credit Union. Page 4 of 5

5 Recognize that lending licences will no longer be required. (See repeal of sections 193 and 196 of the Act). ARTICLE TWELVE LENDING Personal Loans Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for a Personal Lending Licence and make loans in accordance therewith. Residential Mortgage Loans Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for a Residential Mortgage and Bridge Lending Licence and make loans in accordance therewith. Commercial Loans Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for a Commercial Lending Licence and make loans in accordance therewith. Institutional Loans Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for an Institutional Lending Licence and make loans in accordance therewith. Agricultural Loans Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for an Agricultural Lending Licence and make loans in accordance therewith. Unincorporated Associations (a) Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for an Unincorporated Association Lending Licence (b) Without prior board approval, the Credit Union may make loans to unincorporated associations up to a maximum of $50, Syndicated Loans Subject to the Act and the regulations, the Credit Union shall apply to the Director of Credit Unions for a Syndicated Loans Lending Licence and make loans in accordance therewith. ARTICLE TWELVE LENDING The Credit Union may make loans in accordance with the Act and its lending policies as adopted by the Board from time to time. Page 5 of 5