BY-LAWS as of January 2023

8 | Barbados Public Workers’ Co-operative Credit Union Limited - ByLaws THE BOARD OF DIRECTORS 32. (1) Subject to the provisions of the Act, the general direction and management of the Society shall be entrusted to a Board consisting of nine (9) members. Five (5) shall form a quorum. (a) The Board shall at its first meeting, to be held within seven (7) days of the date of the Annual General Meeting elect from its own members a President, a Vice-President, a Secretary and a Treasurer. (b) Meetings of the Board shall be called on the order of the President or a majority of its members (c) The Board shall meet as often as the business of the Society may require and in any case not less frequent than once per month (d) Minutes of the meetings of directors shall be recorded by the Secretary in the minute book and shall be signed by the Chairman or the presiding member and the Secretary and shall contain the following particulars: (i) names of members present and the date of the meeting; (ii) the name of the Chairman or the presiding member; and (iii) a short statement of matters discussed and decisions made and a record as to whether each decision was made unanimously or by majority Minutes of such meetings shall be communicated to the Directors not later than fourteen (14) days after the meeting or at least two (2) days prior to the next meeting (2) Without prejudice to By-Law 32 (1) (d)(iii) in the case of an extraordinary meeting minutes shall be circulated four (4) days after the date of such meeting 33 (1) The Board may borrow monies on behalf of the Society (2) The Board shall maintain a bank account at any bank duly registered under the Banking Act of Barbados (a) The Duties shall also include: (i) the appointment of members of staff (ii) the appointment of such sub-committees as it deems necessary or the proper running of the Society’s business (iii) taking all measures to provide for the management of the affairs of the Society for which no provision is specifically made in these By-Laws. 34 (1) The Directors shall be elected at the annual general meeting of the Society in each year as herein provided Every election shall be by ballot except where there is no contest No member may be elected to the Board unless he holds twenty-four (24) fully paid shares in the Society and has been a member for at least six (6) months (2) If there are no directors remaining the Supervisory Committee and Credit Committee, sitting jointly, shall in writing appoint directors solely for the purpose of calling a general meeting to elect members to fill the vacant directorships ELECTIONS 35. (1) The following shall apply to the conduct of elections for the Board of Directors, the Credit Committee and the Supervisory Committee, in keeping with Sections 56, 57, 205 and 211 of the Act and paragraph 13 of the Regulations:- a. Not less than thirty (30) days prior to an Annual General Meeting, the Board of Directors shall appoint a Credentials Committee of three (3) persons who are not nominees for any vacancy; b The Credentials Committee shall: (i) receive all nominations; (ii) ensure that all nominees are qualified pursuant to the Act, the regulations and the By-laws; and (iii) ensure that all nominees have consented to the nomination