Committee Members Lionel Merritt Alison Weekes Manasseh King Juliet Cumberbatch Pedro Forde May 2025
Recommendations of the Members By-Laws Review Committee 1 Recommendations of the Members By-Laws Review Committee Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) Name By-law 1 1. The Name of the Society shall be the Barbados Public Workers’ Co-operative Credit Union Limited (hereinafter referred to as “the Society”). By-law 1 No changes. No changes. By-law 1 No changes were recommended by the Committee. No need to change. Interpretation By-law 2 2. (1) In these By-Laws, unless the context otherwise requires, expressions defined in the Act or the Regulations, shall have the meaning so defined, and words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender and words importing persons shall include the bodies corporate. (2) In these By-Laws: (a) “Act” means the Co-operative Societies Act 1990-23. (b) “auditor” includes a partnership of auditors; (c) “Board” means the Board of Directors; (d) “business” includes undertaking carried on by the Society; (e) “bonus” means a share of the surplus of the Society divided among its members in proportion to their patronage with the Society; (f) “By-Laws” mean the registered By-Laws made by the Society in the exercise of any power conferred by this Act, and includes a registered amendment of the By-Laws; By-law 2(1) No changes. No changes. By-law 2(1) No changes were recommended by the Committee. No need to change. By-law 2(2) (The definitions remain as is except where the changes are outlined.) “Act” should include the Co- operative Societies Act CAP, 378A of 1993 as amended by Act 2007-39, means the Financial Services Commission Act (201021), to the extent applicable, the Regulations made under these Acts, and any subsequent amendments to same as may be applicable. (a) “associate” means: 1. any co-operative society or company in which the Society holds twenty percent or more of shares, to which voting rights are attached; 2. a member of the Board or committee of the Society, an employee of the Society, or a business partner, or a trust or estate in which that person has a beneficial interest or in Interpretations/Definitions enhanced to provide additional clarity. They have been drawn from various sources including the definitions section of Acts, Governance Handbook, internet etc. The final set of definitions and interpretations will be cleaned up and circulated once the substantive by-laws are agreed. By-law 2(2) Amend By-law 2(2)(b)(2) to read: “external auditor” means independent of the organization and are usually hired by shareholders, the board, or external stakeholders. Their main task is to provide an independent opinion on the company’s financial statements, ensuring they present a true and fair view in accordance with standard accounting principles. By-law 2(2)(b)(2) “True and fair” is the correct term used in audit reports, not “accurate”.
Recommendations of the Members By-Laws Review Committee 2 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (g) “debt obligation” means a bond, debenture, member loan, note savings certificate or other evidence of indebtedness or guarantee of the Society whether secured or unsecured; (h) “Director” means an individual occupying the position of director of the Society, by whatever name called; (i) “dividend” means a share of the surplus of the Society divided among its members in proportion to the share capital held by them; (j) “general meeting” shall be defined as a mode of congregation that allows members to participate in the business of the Society whether in-person, by way of virtual attendance or a hybrid combination of both methods simultaneously. (k) ”legal representative”, in relation to the Society, member or other person, means a person who stands in place of and represents the Society, member or other person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, executor, administrator, assignee, or receiver of the Society, member or other person; (l) “member” includes a person joining in the application for the registration of the Society and a person or society admitted to membership after registration in accordance with this Act and the By-Laws of the Society; (m) “membership fee” means any amount paid by a member to the Society as a condition of his becoming or remaining a member, but does not include an amount paid by a member to the Society for; respect of which he or she serves as a trustee in a similar capacity; 3. any individual or entity with whom the director, officer, or any key decision-maker has a significant business relationship, such as a supplier, or major customer. (b) auditor” includes a partnership of auditors; 1. “internal auditor” means employees that work within an organization to evaluate and improve the effectiveness of risk management, internal controls, and governance processes. 2. “external auditor” means independent of the organization and are usually hired by shareholders, the board, or external stakeholders. Their main task is to provide an independent opinion on the company’s financial statements, ensuring they are accurate and in compliance with accounting standards. (h) “BPW Group of Companies” mean the Barbados Public Workers’ Co-operative Society, its subsidiaries and associated companies; (i) “capital” means the share capital and reserves of the Society. (k) “direct competitor” means any entity or other business concern that offers or plans to offer products or services that are materially competitive with any of the products or services being offered, marketed, or actively developed by the company or its subsidiaries. Amend By-law 2(2)(h) to state: “The Society’s Group of Companies” mean the Barbados Public Workers’ Co-operative Society, its subsidiaries and associated companies as defined by relevant legislation.; Amend By-law 2(2)(o) to state: (s) “good financial standing” means that the member has complied with all the requirements of membership, shares, savings and or loan repayment not in arrears of over sixty (60) days and is not subject to any form of sanction. By-law 2(2)(h) Recognize the supremacy of the governing legislation. By-law 2(2)(o) Ensure members are not penalized for temporary arrears (arrears less than 60 days outstanding.
Recommendations of the Members By-Laws Review Committee 3 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (i) goods, services or accommodation that the society provides to the member, or (ii) shares, loans or other securities of the society; (n) “officer” includes a president, secretary, treasurer, director or other person empowered under the Regulations or By-Laws to give directions respecting the business of the Society; (o) “Qualifying Shares” means the number of shares required for membership in the Society, as prescribed by the By-laws in accordance with Section 10(1)(a)(v) of the Act. (p) “Registrar” means the Registrar of Cooperative Societies; (q) “regulations” means Regulations made under the Co-operative Societies Act 1990-23; (r) “security” (i) means a share or a debt obligation of the Society, and (ii) includes a certificate evidencing the share or debt obligation; (s) “security interest” means an interest in or charge on the property of the Society by way of mortgage, charge, hypothec, pledge or other obligation taken by a creditor to secure payment of a debt of the Society. (t) “relative” means a spouse, child, father, mother, brother, sister, uncle, aunt, nephew and niece. (u) “Returning National” means a citizen of Barbados who has lived in a foreign country for five or more consecutive years. (o) “good financial standing” means that the member has complied with all the requirements of membership, shares, savings and or loan repayment and is not subject to any form of sanction. (p) “member” includes a person joining by way of application for registration as a member of the Society and a person or society admitted to membership after registration in accordance with this Act and the By-Laws of the Society. (q) “regulator” means the Financial Services Commission; (r) “relative” means any individual who has a familial relationship with a director, officer, or employees of the organization. This includes, but is not limited to spouse or domestic partner as defined under the provisions of the Succession Act Chapter 249 of the Laws of Barbados or the Family Law Act Chapter 214 of the Laws of Barbados, parents and stepparents, children (biological, adopted, or stepchildren), siblings (biological, adopted, or stepsiblings), grandparents and grandchildren, aunts, uncles, nieces, and nephews, any in-laws (mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- inlaw, sister-in-law), any other individual who resides in the same household or who shares a significant familial relationship. (3) Any words or phrases defined in the Regulations will, if consistent with the subject or context, have the same meaning in these By-laws.
Recommendations of the Members By-Laws Review Committee 4 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (v) “Loan Policy” refers to the loan policy of the Society as determined by the Board of Directors from time to time”. REGISTERED ADDRESS By-law 3 3. The registered address of the Society shall be “Melbourne”, Belmont Road, St. Michael or at any other place as may from time to time be determined by the Society or the Board and notified to the Registrar. By-law 3 The registered address of the Society shall be “Melbourne”, Belmont Road, St. Michael or at any other place as may from time to time be determined by the Society or the Board and notified to the Regulator. To replace “registrar’ with “regulator”. By-law 3 Amend to state: The registered address of the Society shall be Olive Trotman House, Keith Bourne Complex, Belmont Road, St. Michael or at any other place as may from time to time be determined by the Society or the Board and notified to the Registrar. “Melbourne” is no longer used in any correspondence, documents, or other avenues that state the Society’s address. For consistency, the current address should be used. The compound was renamed the Keith Bourne Complex. The address should also be changed on the Society’s corporate registration documents. Where it is that the corporate documents should be changed prior to changing the by-law, this should be done. OBJECTS By-law 4 4. The objects of the Society shall be: (a) To promote thrift among its members by providing means whereby savings can be effected and shares in the Society can be acquired. (Clauses (a), (b), (d) and (e) remain unchanged.) By-law 4(c) To create out of the savings of its members and otherwise, a source of credit available to its members on reasonable terms and conditions. Removal of “and” to ensure a proper flow of the subsections. By-law 4(c) Accepted as proposed. Agree with recommendation.
Recommendations of the Members By-Laws Review Committee 5 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (b) To educate its members in co-operative principles and methods and the efficient management of its affairs. (c) To create out of the savings of its members and otherwise, a source of credit available to its members on reasonable terms and conditions; and (d) To pursue business and other activities geared towards the enhancement of the financial, economic and social well-being of its members. (e) To do other acts and things as are incidental or conclusive to or consequential upon the attainment of the above objects. AREA OF OPERATIONS By-law 5 5. The area of operations of the Society shall be the Island of Barbados and such jurisdictions outside Barbados as the Laws of Barbados and that jurisdiction permits. By-law 5 No changes. No changes. By-law 5 No changes were recommended by the Committee. No need to change. CAPITAL AND FUNDS By-law 6 6. The capital and funds of the Society shall be raised by means of: (a) The savings of its members received as payments or contributions to shares; (b) The deposits of members or non-members; (c) Loans from members or non-members; and (d) Entrance and other fees, fines, interest on loans and investments and other contributions received from members and non-members. Clauses (a) to (c) Remain Unchanged. By-law 6(1) Interest on loans and investments entrance fees, transactional and operational fees and penalties, and any other contributions received from members and non-members as may be determined by the Board. Allows for the implementation of transactional and processing fees as may be needed from time to time. By-law 6(1)(d) Rejected. Original to remain. This proposal gives unrestrained and sole authority to implement interest and fees. New By-law 6(2) The Board may establish appropriate and reasonable fees for services provided to members, subject to any limitations imposed by applicable law. New By-law 6(2) Rejected. Imposing fees and costs must be a last resort measure and not used to hide losses and inefficiencies. Where
Recommendations of the Members By-Laws Review Committee 6 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) needed, go to members for approval. CAPITAL AND FUNDS By-law 7 7. Each share of the Society shall be of the par value of $5.00 and the minimum number of shares which may be held by each member shall, subject to the provisions of the Act, Regulations and By-Laws, be prescribed from time to time by the Board. By-law 7 Each share of the Society shall be of the par value of $5.00 and the minimum number of qualifying shares which may be held by each member shall, subject to the provisions of the Act, Regulations, Regulator Guidelines and By-laws, be prescribed from time to time by the Board, provided that the minimum value of qualifying shares shall not be less than $50.00 for members under sixteen (16) years of age and $120.00 for members sixteen(16) years of age and over. Fixes the qualifying shares value required by membership class – previously missing. By-law 7 Accepted as proposed. Agree with recommendation. CAPITAL AND FUNDS By-law 8 8. Deposits may be received from any member or non-member at rates of interest not exceeding 8% and for agreed terms of up to five (5) years. Deposits shall not be withdrawn or transferred by depositors by a cheque, any other bill of exchange or any other negotiable instrument. By-law 8 Subject to the provisions of the Act, Regulations, Regulator Guidelines and By-laws, deposits may be received from members on such terms and conditions as the Board or its designee determines, but subject to the relevant operational policy in force at the time. Updated to reflect the operational nature of deposits. By-law 8 Amend. Delete ‘or its designee’. By-law to read: Subject to the provisions of the Act, Regulations, Regulator Guidelines and Bylaws, deposits may be received from members on such terms and conditions as the Board determines, but subject to the relevant operational policy in force at the time. Want to keep this power with the Board. Even if the Board delegates want to ensure the Board knows it is ultimately responsible for the use of this authority.
Recommendations of the Members By-Laws Review Committee 7 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) CAPITAL AND FUNDS By-law 9 9. Subject as hereinafter provided and in accordance with the provisions of the Act, the Directors with the sanction of a General Meeting, may borrow or raise money from any source in any manner the Society thinks fit. By-law 9 Subject as hereinafter provided and in accordance with the provisions of the Act, Regulations, Regulator Guidelines and By-laws, the Directors may borrow or raise money to a maximum amount which shall be determined at the Annual General Meeting from any source in any manner and on such terms as the Society thinks fit. To explicitly allow the Board to negotiate the terms under which the Society may borrow money for expediency. By-law 9 Rejected. Original By-law 9 to remain. In the proposed by-law, it appears that there is no provision for the membership to sanction specific borrowing or raising of funds. Keep the ultimate authority with the members. CAPITAL AND FUNDS By-law 10 10. The Society in general meeting shall in accordance with the provisions of the Act from time to time fix the maximum amount which it may at any one time owe in respect of deposits and loans. By-law 10 The Society shall from time to time, in a general meeting, and in accordance with the provisions of the Act, fix the maximum amount which it may owe in respect of deposits and loans at any one time. Reworded for greater clarity. By-law 10 Accepted as proposed. Agree with recommendation. CAPITAL AND FUNDS By-law 11 11. The funds of the Society may be applied to the following purposes only, namely: (a) The expense of management, (b) Loans to its members for provident and productive purposes, (c) Any other purpose authorised by the Act, Regulations and these By-Laws. By-law 11 No changes. No changes. By-law 11 No changes were recommended by the Committee. No need to change. CAPITAL AND FUNDS By-law 12 12. The liability of a member to make contributions to the assets of the Society in case of liquidation shall be limited to his shares. By-law 12 The liability of a member to make contributions to the assets of the Society in case of liquidation, shall be limited to his qualifying and other equity shares. Reworded to ensure all classes of shares are captured. By-law 12 Rejected. Keep existing by-law 12. In this proposed, all of the members’ classes of shares would be used in liquidation and not limited to only a particular class of shares.
Recommendations of the Members By-Laws Review Committee 8 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) MEMBERSHIP By-law 13 (1) 13. (1) A member of the Society shall be of any age. Notwithstanding the foregoing and subject to section 82A of the Co-operative Societies Act, an individual who has not yet attained the age of sixteen (16) may be admitted as a member. Every member shall be: (a) a bona fide public worker; or (b) a relative of a member; or (c) an employee of the Society; or (d) an employee of a statutory body; or (e) former employees of qualifying organizations under these By Laws; or (f) employees of privatized qualifying entities under these By Laws; or (g) returning nationals of related organizations which ordinarily qualified under these By Laws; or (h) an employee of the National Union of Public Workers; or (i) an employee of a Regional or International Organization based in Barbados; or (j) an employee of the Barbados Institute of Management and Productivity (BIMAP); or (k) an employee of a government associated company or organization; or (l) existing bona fide member; or. (m) a person proposed for membership by a member. By-law 13(1) A member of the Society shall be of any age and a citizen, or descendent of a citizen, of Barbados. Notwithstanding the foregoing and subject to the Act, an individual who has not yet attained the age of sixteen (16) may be admitted as a member but is not entitled to: a) obtain credit from a society; or b) vote except in the case of a junior co-operative society. Simplifies and opens the bond to any Barbadian. By-law 13(1) Accepted as proposed. Agree with recommendation. New By-law 13(2) Where a member who has not yet attained the age of eighteen (18) is required to execute any instrument or give any receipt, he may only do so through his parent or guardian. Clarifies the restrictions to be placed on junior members under the age of eighteen (18). New By-law 13(2) Accepted as proposed. Agree with recommendation. New By-law 13(3) Members who have not yet attained the age of sixteen (16) shall be entitled to: a) operate savings accounts; b) participate in any benefits, awards or contribution scheme developed and offered for the benefit of such members. Outlines the rights of junior members. New By-law 13(3) Accepted as proposed. Agree with recommendation.
Recommendations of the Members By-Laws Review Committee 9 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) MEMBERSHIP By-law 13(2) 13 (2) Persons who have the necessary qualifications for membership and are desirous of becoming joint members may apply in writing to the Secretary. The application shall state the residence and occupation of each person, whether the tenancy will be a joint tenancy or a tenancy in common and shall contain such other information as the Board may from time to time decide. By-law 13(4) Any person(s) who has/have the necessary qualifications and who is desirous of: a. becoming a member shall apply to the Society using the appropriate form, whether electronic or paper. b. becoming joint account holder shall apply to the Society using the appropriate form, whether electronic or paper. Revision that allows management to execute on operational matters instead of the Secretary. By-law 13(4) Accepted as proposed. Agree with recommendation. MEMBERSHIP By-law 13(3) 13 (3) An application of a joint membership to withdraw from the Society or to vary the composition of the joint membership must be signed by all the persons comprising the joint membership. By-law 13(3) renumbered to By-law 13(5) No changes. No changes. By-law 13(3) renumbered to By-law 13(5) No changes were recommended by the Committee. No need to change. MEMBERSHIP By-law 14 14. Any person who has the necessary qualifications and who is desirous of becoming a member shall apply in writing to the Secretary. His application shall state his residence and occupation and contain such other information as may be prescribed from time to time. By-law 14 To be deleted as it has been incorporated into the amended 13(2). By-law 14 Accepted as proposed. Agree with recommendation. MEMBERSHIP By-law 15 15. The election of applicants for membership shall be by the Board but no person thus admitted to membership shall become a member or be entitled to any of the rights or privileges of membership until he has paid an entrance fee of $5.00, subscribing and paying for not less than one By-law 15 The approval of applicants for membership shall be by the Board through authority delegated to the management of the Society, but no person thus admitted to membership shall become a member or be entitled to any of the rights or privileges of membership until he has paid a membership fee determined and Removes the absolute figure and provides the board with flexibility to amend the entry fee without going back to the membership. By-law 15 Amend and restructure to state: The approval of applicants for membership shall be by the management of the Society, through the The general membership must retain the final authority to decide the rules of membership.
Recommendations of the Members By-Laws Review Committee 10 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) share of the Society. All such entrance fees shall go into the Reserve Fund. published by management from time to time, including but not limited to subscribing to and paying for the minimum number of qualifying shares for the type of membership. All such membership fees shall go into the Reserve Fund. The Society shall reserve the right to approve or reject applications for membership. delegated authority of the Board, consistent with the policy framework set by members in meeting, but no person thus admitted to membership shall become a member or be entitled to any of the rights or privileges of membership until he has paid a membership fee determined and published by management from time to time, including but not limited to subscribing to and paying for the minimum number of qualifying shares for the type of membership. All such membership fees shall go into the Reserve Fund. The Society shall reserve the right to approve or reject applications for membership. MEMBERSHIP By-law 16 16. A member shall cease to be a member and his membership shall be terminated if he: (a) dies; (b) withdraws from the Society by giving written notice to the Secretary; (c) ceases to hold the required number of shares prescribed in By-Law 21(a) or By-Law 21(b); By-law 16 A member shall cease to be a member and his membership shall be terminated upon: a) death b) withdrawal of membership from the Society by giving written notice to the Society, provided that no member may withdraw while indebted to the Society Reworded for greater clarity. By-law 16 Accepted as proposed. Agree with recommendation.
Recommendations of the Members By-Laws Review Committee 11 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (d) is expelled as provided in the Act, Regulations or By-Laws. c) ceasing to hold the required number of qualifying shares prescribed by By-Law 21 (a) or By-Law 21 (b) d) expulsion from the Society in accordance with the Act, Regulations, Regulator Guidelines and Bylaws or the Society’s policies e) dissolution of the Society. f) MEMBERSHIP By-law 17 17. Any member who: (a) fails to pay any contribution or debt due to the Society; or (b) is convicted of a criminal offence involving dishonesty; or (c) in the opinion of the Board acts in anyway detrimental to the interests of the Society may be suspended by the Board until the next general meeting when he may be expelled as provided in the Act. By-law 17 Any member who has been found guilty of the following offences may be suspended by the Board until the next general meeting when he may be expelled as provided in the Act, Regulations, Regulator Guidelines and By-laws: a) fails to pay any contribution or debt due to the Society; or b) is convicted of a criminal offence involving dishonesty; or c) in the opinion of the Board, acts in anyway detrimental to the interests of the Society. d) Reworded for better flow. By-law 17 Amend 17(a) to state: a) fails to pay any contribution or debt due which is in arrears sixty (60) days or more to the Society; To ensure members are not penalized for casual arrears (overdue less than 60 days). MEMBERSHIP By-law 18 18. Subject to Section 102 of the Act, after payment of any amount due to the Society, or to any contingent liability to the Society, all amounts paid on shares or deposits by members whose membership has been terminated shall be paid to them in order of termination, but only as funds are available. By-law 18 No changes. No changes. By-law 18 No changes were recommended by the Committee. No need to change.
Recommendations of the Members By-Laws Review Committee 12 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) MEMBERSHIP By-law 19 19. The Society shall keep a register of its members in accordance with the provisions of the Act. By-law 19 No changes. No changes. By-law 19 No changes were recommended by the Committee. No need to change. SHARES By-law 20 20. In accordance with Section 30 (1) of the Act, the par value of one share shall be $5.00. By-laws 20 No changes. No changes. By-laws 20 No changes were recommended by the Committee. No need to change. By-law 21 21. (a) In accordance with the provisions of Section 10 (1) (a) (v) of the Act, a member who is 16 years or older shall pay and thereafter maintain contributions to qualifying shares at a value of twenty-four qualifying shares. (b) “a member who has not yet attained the age of sixteen (16) years shall pay and thereafter maintain contributions to qualifying shares at a value of ten (10) qualifying shares and on attaining the age of sixteen (16) years, that member shall pay and thereafter maintain contributions to qualifying shares at a value of twenty-four (24) qualifying shares.” (c) “a member who is sixteen (16) years or older whose name was entered in the Society’s register of members prior to the enactment of this By-law, shall within the first six (6) months of the enactment of this By-law, pay and thereafter By-laws 21(a) and 21(b) No changes. By-law 21(c) To be deleted as grace period has passed. By-law 21(d) To be deleted as grace period has passed. No changes. By-law 21(c) and By-law (d) The originally stated grace period has been passed and the actions required of the members has been made null and void by the passage of time. By-laws 21(a) and 21(b) No changes were recommended by the Committee. By-law 21(c) and By-law (d) The Board’s recommendation to delete was accepted. No need to change. Agree with recommendation.
Recommendations of the Members By-Laws Review Committee 13 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) maintain contributions to the value of twenty-four (24) qualifying shares.” (d) “a member who has not yet attained the age of sixteen (16) years whose name was entered in the Society’s register of members prior to the enactment of this By-law, shall within the first six (6) months of the enactment of this Bylaw, pay and thereafter maintain contributions to the value of ten (10) qualifying shares. By-law 22 22. Shares may be transferred in accordance with Section 48 & 49 of the Act, but no transfer shall be registered until a transfer fee of $5.00 has been paid. By-law 22 No changes. No changes. By-law 22 No changes were recommended by the Committee. No need to change. By-law 23 23. Subject as hereinafter provided the amount of any share or the amount paid on any share may be withdrawn at any time provided that the Board shall have the right at any time to require members to give seven (7) days notice in writing or in any given emergency such additional notice as the Board may fix, of his intention to do so. By-law 23 Subject as hereinafter provided, the amount of any share or the amount paid on any share may be withdrawn at any time provided that the Society shall have the right at any time to require members to give no less than seven (7) days’ notice in writing of his intention to do so, or in any given emergency such additional notice as the Society may fix in its policies. By-law 23 The seven (7) days’ notice stated in the original by-law should remain instead of the ‘no less than seven (7) days’ notice’ as proposed. Keep the time period specific instead of making the seven days the lower limit of notice. By-law 24 24. Where a member’s liability to the Society exceeds his savings, such savings may only be withdrawn in accordance with the Society’s loan policy. By-law 24 No changes. By-law 24 No changes were recommended by the Committee. No need to change. By-law 25 25. If the whereabouts of any member are not known to the Society and no claim is made within one year from the date of his last transaction with the Society, the Board may transfer his share or By-law 25 No changes. By-law 25 No changes were recommended by the Committee. No need to change.
Recommendations of the Members By-Laws Review Committee 14 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) interest, after deducting any sum due to the Society to an unclaimed Share Account. Any sums remaining unclaimed in this account for five years may be transferred to the Reserve Fund. MEETINGS OF MEMBERS By-law 26 26. The supreme authority of the Society shall be vested in a general meeting of members at which every member has the right to attend and vote on all questions except the member is on suspension. By-law 26 The supreme authority of the Society shall be vested in a general meeting of members at which every member has the right to attend and vote on all questions except the member is on suspension or under the age of eighteen (18). By-law 26 Accepted as proposed. Agree with recommendation. By-law 27 27. (a) Members shall vote by a show of hands or a secret ballot as determined by the meeting. (b) Meetings of members shall be convened and held in accordance with the provisions of the Act. (c) General meetings of members shall be held from time to time at the discretion of the Directors. By-law 27 1) Meetings of members shall be convened and held in accordance with the provisions of the Act. 2) General meetings of members shall be held from time to time at the discretion of the Directors. At a meeting of members: a) only members in good financial standing who are eighteen (18) years of age or older as at the date of the meeting will be eligible to vote; b) a member may not appoint a person to vote on their behalf; c) voting will be by ballot, secure online voting by computer, mobile device or any other electronic device, or with the permission of the meeting chair by a show of hands; and By-law 27 (1) Accepted as proposed. By-law 27 (2)(a) To be deleted. By-law 27 (2)(b) Accepted as proposed. By-law 27 (2)(c) Amend to state that the Society’s employees are to vote electronically. Agree with recommendation. By-law 27 (2)(a) A fundamental right of members is the right to vote. This must not be restricted by Good Standing rules By-law 27 (2)(b) Agree with recommendation. By-law 27 (2)(c) This ensures that employee voting is
Recommendations of the Members By-Laws Review Committee 15 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) d) unless a vote count is called for, a declaration by the meeting chair that a resolution has been passed will be conclusive evidence of the fact. New By-law 27(3) When notice of a meeting is provided to members in accordance with the By-laws and Act, any resolution passed or action taken at the meeting is valid even if a particular member does not receive notice. By-law 27 (2)(d) Accepted as proposed. New By-law 27 (3) Rejected. private and does not open the door to recrimination. By-law 27 (2)(d) Agree with recommendation. New By-law 27 (3) Proposed would hide instances of gross negligence, inefficiencies, fraud, etc. By-law 28 28. A special general meeting may be convened at any time by the Board on receipt of a demand stating the object of the proposed meeting, signed by not less than fifty (50) members of the Society, and it shall be the duty of the Board to convene such meeting within twenty (20) days of the receipt of demand giving not less than ten (10) days notice of any such meeting. By-law 28(1) A special general meeting shall be convened by the Board on receipt of a demand stating the object of the proposed meeting and signed by not less than two hundred and fifty (250) members of the membership base of the Society. It shall be the duty of the Board to convene such meeting within two months of the receipt of demand, giving not less than twenty-one (21) days’ notice of any such meeting. New By-law 28(2) When notice of a Special Resolution is provided to members in accordance with these By-laws and the Act: a. the vote on the Special Resolution at a general meeting is valid even if a particular member does not receive notice. By-Law 28(1) Rejected. Keep the existing Bylaw 28. New By-Law 28(2) Rejected. By-Law 28(1) The proposed change imposes an unnecessary burden to call a members meeting. Note that at regular meetings the Society fails to get 100 members to attend. New By-Law 28(2) Keep the existing without refinement.
Recommendations of the Members By-Laws Review Committee 16 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) b. to ensure orderly discussion and decision making, at the beginning of general meeting members will approve rules for the conduct of the meeting. c. two hundred and fifty (250) members of the membership base is the minimum number of members required to be present at a special general meeting for business to be conducted at that meeting. d. in the event a Special Resolution is to be voted on by members at the special general meeting, each member eligible to vote shall be provided with a text of the resolution and the relevant supporting documents and information subject to the Act and the By-Laws. Failure to conform to any of the provisions of this section will not invalidate any decision taken at the Special General Meeting. By-law 29 29. (1) The annual general meeting shall be convened by the Board not later than three months after the end of the financial year of the Society. At least ten (10) days’ notice shall be given before any such general meeting is held. (2) Notwithstanding the provisions of By-Law 29(1) the Registrar, on receipt of a written request from the Board, may authorize the Society to hold the Annual General Meeting at any date not later than six (6) months after the end of the financial year of the Society. By-law 29(1) The Annual General Meeting shall be convened by the Board not later than three (3) months after the end of the financial year of the Society. At least twenty-one (21) days’ notice shall be given before any such general meeting is held. By-law 29(2) Notwithstanding the provisions of By-Law 29(1) the Regulator, on receipt of a written request from the Board, may authorize the Society to hold the Annual General Meeting at any date not later than six (6) By-law 29(1) Accepted as proposed. By-law 29(2) Proposed Rejected. Original by-laws 29(2) and 29(3) to remain. By-law 29(1) Agree with recommendation. By-law 29(2) No basis for a change established.
Recommendations of the Members By-Laws Review Committee 17 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (3) The functions of the annual general meeting shall be: (a) to confirm the minutes of the previous annual general meeting and of any intervening special general meeting; (b) to consider the accounts and reports presented by the Board for the preceding year, together with the report on the auditor; (c) to allocate surplus from the previous year, subject to the Act, Regulations and these ByLaws; (d) to elect Directors, a Credit Committee and a Supervisory Committee for the ensuing year; (e) to appoint an auditor; (f) to deal with any other general business of the Society. months after the end of the financial year of the Society. By-law 29(3) remains unchanged. By-law 30(1) 30. (1) At least ten (10) days notice of any general meeting shall be given in any of the following ways: (a) By a written notice handed to each member or posted to him at his registered address. (b) By a notice published in a prominent place and in not less than two (2) issues of any daily newspaper. By-law 30(1) At least twenty-one (21) days’ notice of any general meeting shall be given in any of the following ways: (a) By the dissemination of an electronic form of notice to the most recent e-mail address or similarly unique verifiable electronic form of contact that is duly noted and verifiable in the records of the Society. Clause (b) remains unchanged. By-law 30(1) Amend as noted: 1. Delete ’in any of’ in the first sentence, so sentence reads: At least twenty-one (21) days’ notice of any general meeting shall be given in the following ways: 2. Replace 31(1)(a) with: (a) Written or electronic notice conspicuously Notice must be given across the widest spectrum making use of available electronic and other means to ensure significant participation in meetings.
Recommendations of the Members By-Laws Review Committee 18 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) displayed at all offices of the Society. (b) At least two half-page advertisements in a local newspaper. (c) Notification on the Society’s website and other social media points of contact. (d) By the dissemination of an electronic form of notice to the most recent e-mail address or similarly unique verifiable electronic form of contact that is duly noted and verifiable in the records of the Society. QUORUM By-law 31 31. (1) For the purpose of any general meeting, a quorum shall consist of fifty (50) members, provided that when a meeting is summoned by the Registrar any members present at such meeting shall be deemed to form a quorum. (2) If within one hour after the time fixed for any meeting other than a meeting convened by the Registrar, the members present are not sufficient to form a quorum such meeting shall be considered as dissolved if convened on the demand of members. In all other cases it shall By-law 31(1) For the purpose of any general meeting, a quorum shall consist of one hundred (100) members, except for when a meeting is summoned by the regulator for which purpose any members present at such meeting shall be deemed to form a quorum. By-law 31(1) Rejected. Original by-law 31(1) to remain. Despite the size of membership, meeting participation is generally low, and the quorum should not be changed until increased participation materializes. By-law 31(2) If within one hour after the time fixed for any meeting convened on the demand of members, the By-law 31(2) Accepted as proposed. Agree with recommendation. Considered reasonable.
Recommendations of the Members By-Laws Review Committee 19 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) stand adjourned to a date not more than thirty (30) days hence and at a time and place to be determined. For reconvening an abortive meeting at least three days’ notice shall be given. (3) If at the reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall form a quorum. members present are not sufficient to form a quorum, such meeting shall be considered as dissolved. By-law 31(3) In all other cases the meeting shall stand adjourned to a date not more than two months thereafter at a time and place to be determined by the Board. For reconvening an abortive meeting no less than fourteen (14) days’ notice shall be given. By-law 31(3) Accepted as proposed. Agree with recommendation. New By-law 31(4) To ensure orderly discussion and decision making, at the beginning of a general meeting members will approve rules for the conduct of the meeting. New By-law 31(4) Accepted as proposed. Agree with recommendation. THE BOARD OF DIRECTORS By-law 32 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. By-law 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. No member shall serve as President or Secretary of the Society, or hold position as an appointed officer of the Board of Directors during their first year and for any single period of more than three (3) consecutive years. By-law 32(1) Rejected. Original by-law 32(1) to remain. By-law 32(1) The proposed change can frustrate the members’ desire to decide who they may want to see in the executive roles on the Board. (The members and Board may desire a newly elected member as Chair).
Recommendations of the Members By-Laws Review Committee 20 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (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. By-law 32(1)(c) (c) The Board shall meet as often as the business of the Society may require and, in any case not less frequently than once per month. By-law 32(1)(c) Accepted as proposed. Agree with recommendation. Reasonable. By-law 32(1)(d) (d) Minutes of the meetings of directors shall be recorded by a Recording Secretary and whether taken by hand or electronic means shall be signed by the Chairman or the presiding member and the Secretary, and shall be stored in a secure digital repository. The minutes 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. By-law 32(1)(d) Amend. After ‘particulars’ in first sentence add ‘and shall be stored in a secure depository and appropriate copies in a second location’, to read: (d) Minutes of the meetings of directors shall be recorded by a Recording Secretary and whether taken by hand or electronic means shall be signed by the Chairman or the presiding member and the Secretary, and shall be stored in a secure digital repository. The minutes shall contain the following particulars and shall be stored in a secure depository and appropriate copies in a second location’: To ensure that backup copies of the minutes and particulars associated are secured in cases of system malfunction, fraud or hacking.
Recommendations of the Members By-Laws Review Committee 21 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) By-law 32(2) Without prejudice to By-Law 32 (1) (e)(iii) in the case of an extraordinary meeting minutes shall be circulated no later than fourteen (14) days after the date of such meeting. By-law 32(2) Amend. Change circulation of minutes from fourteen 14 days to seven (7) days. Otherwise accepted. The Society must have the staff to ensure minutes taken fresh at a meeting are circulated promptly while the issues are still fresh with members. By-law 33 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 ByLaws. By-law 33(1) The Board shall maintain bank accounts at any bank duly registered under the Banking Act of Barbados and may borrow monies on behalf of the Society on such terms as the Board may determine. By-law 33(1) Amend. Delete ‘as the Board may determine’ and insert ‘as are consistent with FSC regulation, the Society’s bylaws, and stipulations from the members in meetings. By-Law 33(1) to read: The Board shall maintain bank accounts at any bank duly registered under the Banking Act of Barbados and may borrow monies on behalf of the Society on such terms as are consistent with FSC regulation, the Society’s bylaws and stipulations from the members in meetings. To ensure borrowings are within set frameworks with the members having ultimate authority to set limits for borrowings.
Recommendations of the Members By-Laws Review Committee 22 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) By-law 33(2) (2) The Board shall: i. appoint the Group Chief Executive Officer and, through the Group Chief Executive Officer, appoint other senior management required for the effective operation of the Society ii. appoint such sub-committees as it deems necessary for the proper running of the Society’s business subject to, and as required by, the Act, Regulations, Regulator Guidelines and By-laws. iii. take all measures and do all things necessary for the good order and governance of the Society to provide for the management of the affairs of the Society for which no provision is specifically made in these Bylaws. By-law 33(2)(i) Amend to read: The Board shall: i appoint the Group Chief Executive Officer, Chief Internal Auditor, Chief Risk and Compliance Officer, and Chief Financial Officer and, through the Group Chief Executive Officer, appoint other senior management required for the effective operation of the Society By-law 33(2)(ii) Accepted as proposed. By-law 33(2)(iii) Accepted as proposed. By-law 33(2)(i) Ensure the Board appoints all pivotal posts in the Society which frees these posts to function with the security of tenure demanded by their duties. By-law 33(2)(ii) Agree with recommendation. By-law 33(2)(iii) Agree with recommendation. New By-Law 33 (3) (1) The members in meetings shall set scales of remuneration, including performance bonuses, for senior management. New By-Law 33 (3) Ensure members are aware of the ranges of remuneration paid for management.
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