Barbados Public Workers’ Co-operative Society Ltd. Proposed Revised By-Laws For presentation at the Special General Meetings: 22 and 29 March 2025
BPWCCUL By-Laws Review 2025 – FINAL VERSION 1 Barbados Public Workers’ Co-operative Society Ltd. By-Laws Revision 2025 EXISTING BY-LAW PROPOSED CHANGE RATIONALE NAME By-law 1 The Name of the Society shall be the Barbados Public Workers’ Co-operative Society Limited (hereinafter referred to as “the Society”). By-law 1 - No change No change INTERPRETATION By-law 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. By-Law 2(1) – No change No change By-law 2(2) In these By-Laws: (a) “Act” means the Co-operative Societies Act 1990-23. (b) new definition inserted for “associate”. (b) “auditor” includes the partnership of auditors; By-law 2(2) “Act” should include the Co- operative Societies Act CAP, 378A of 1993 as amended by Act 2007-39, means the Financial Services Commission Act (2010-21), to the extent applicable, the Regulations made under these Acts, and Interpretations/Definitions enhanced to provide additional clarity. They have been drawn from various sources including the definitions section of Acts,
BPWCCUL By-Laws Review 2025 – FINAL VERSION 2 EXISTING BY-LAW PROPOSED CHANGE RATIONALE (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; (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 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 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; Governance Handbook, internet etc. The final set of definitions and interpretations will be cleaned up and circulated once the substantive by-laws are agreed.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 3 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 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; a. goods, services or accommodation that the society provides to the member, or b. 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 Co-operative Societies; (q) “regulations” means Regulations made under the Co-operatives Societies Act; (r) “security” (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. (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.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 4 EXISTING BY-LAW PROPOSED CHANGE RATIONALE a. means a share or a debt obligation of the Society, and b. 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. (v) “Loan Policy” refers to the loan policy of the Society as determined by the Board of Directors from time to time. The above definitions remain as is except where the changes are outlined. (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. REGISTERED ADDRESS 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 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”.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 5 EXISTING BY-LAW PROPOSED CHANGE RATIONALE OBJECTS OBJECTS By-law 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. (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. 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 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
BPWCCUL By-Laws Review 2025 – FINAL VERSION 6 EXISTING BY-LAW PROPOSED CHANGE RATIONALE CAPITAL AND FUNDS CAPITAL AND FUNDS By-law 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 nonmembers as may be determined by the Board. 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. Allows for the implementation of transactional and processing fees as may be needed from time to time. By-law 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 8 Deposits may be received from any member or nonmember at rates of interest not exceeding 8% and for agreed terms of up to five (5) years. Deposits shall not be 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
BPWCCUL By-Laws Review 2025 – FINAL VERSION 7 EXISTING BY-LAW PROPOSED CHANGE RATIONALE withdrawn or transferred by depositors by a cheque, any other bill of exchange or any other negotiable instrument. designee determines, but subject to the relevant operational policy in force at the time. Updated to reflect the operational nature of deposits. By-law 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 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 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
BPWCCUL By-Laws Review 2025 – FINAL VERSION 8 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 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 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. MEMBERSHIP MEMBERSHIP By-law 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 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. 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. 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. Simplifies and opens the bond to any Barbadian. Clarifies the restrictions to be placed on junior members under the age of eighteen (18). Outlines the rights of junior members.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 9 EXISTING BY-LAW PROPOSED CHANGE RATIONALE (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. These are to be inserted after By-law 13(3) By-law 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(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-13(3) renumbered to By-law 13(5): No changes By-law 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 To be deleted as it has been incorporated into the amended 13. (2)
BPWCCUL By-Laws Review 2025 – FINAL VERSION 10 EXISTING BY-LAW PROPOSED CHANGE RATIONALE occupation and contain such other information as may be prescribed from time to time. By-law 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 share of the Society. All such entrance fees shall go into the Reserve Fund. 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 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. Removes the absolute figure and provides the board with flexibility to amend the entry fee without going back to the membership. By-law 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 qualifying shares prescribed by By-Law 21 (a) or By-Law 21 (b); d) is expelled as provided in the Act, Regulations or Bylaws. 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 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 By-laws or the Society’s policies e) dissolution of the Society Reworded for greater clarity.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 11 EXISTING BY-LAW PROPOSED CHANGE RATIONALE By-law 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. Reworded for better flow By-law 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 By-law 19 The Society shall keep a register of its members in accordance with the provisions of the Act. By-law 19: No changes SHARES SHARES By-law 20 In accordance with Section 30 (1) of the Act, the par value of one share shall be $5.00. By-law 20: No changes
BPWCCUL By-Laws Review 2025 – FINAL VERSION 12 EXISTING BY-LAW PROPOSED CHANGE RATIONALE By-law 21(a) In accordance with the provisions of Section 10(1) (a), (v) of the Act, a member who is sixteen (16) years or older shall pay and thereafter maintain contributions to qualifying shares a value of twenty-four (24) qualifying shares. By-law 21(a): No changes By-law 21(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. By-law 21(b): No changes By-law 21(c) A member who is sixteen (16) years or older who 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 maintain contributions to the value of twenty-four (24) qualifying shares. By-law 21(c) To be deleted as grace period has passed 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-law 21(d) A member who has not yet attained the age of sixteen (16) years whose name was entered in the Society’s registrar of members prior to the enactment of this By-law, shall within the first six (6) months of the enactment of this ByBy-law 21(d) To be deleted as grace period has passed 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
BPWCCUL By-Laws Review 2025 – FINAL VERSION 13 EXISTING BY-LAW PROPOSED CHANGE RATIONALE law, pay and thereafter maintain contributions to the value of ten (10) qualifying shares. By-law 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 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 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 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 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 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. By-law 25: No changes
BPWCCUL By-Laws Review 2025 – FINAL VERSION 14 EXISTING BY-LAW PROPOSED CHANGE RATIONALE MEETINGS OF MEMBERS MEETINGS OF MEMBERS 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. 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). Language expanded to include treatment of junior accounts. By-law 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 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. Reworded for greater clarity and better flow while expanding on the types of voting allowed as an enhancement to show of hands/secret ballot.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 15 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 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 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. 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 1. Changed the minimum requirement for a successful demand from an absolute figure of 50 to a sliding % (currently 0.25%) of the membership base to allow the demand to be a better representation of the entire member base. 2. Increases the number of days’ notice and the period within which to convene the meeting to allow sufficient time for the logistical elements to be taken care. 3. Embeds the use of standing orders into the by-laws to give them legal
BPWCCUL By-Laws Review 2025 – FINAL VERSION 16 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 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. standing – not currently the case. By-law 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. (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; 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) months after the end of the financial year of the Society. Increases the number of days’ notice and the period within which to convene the meeting to allow sufficient time for the logistical elements to be taken care. Replacing the word “registrar” with the word “regulator”.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 17 EXISTING BY-LAW PROPOSED CHANGE RATIONALE (c) to allocate surplus from the previous year, subject to the Act, Regulations and these By-Laws; (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. By-law 29(3) remains unchanged. By-law 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. Clause (b) remains unchanged. 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. Updates communication from hand notices and snail mail to most recent email address listed in the records of the Society to extend notice period to the membership. QUORUM QUORUM By-law 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. 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. Amended from 50 to 100 to reflect the increased membership base and to be a better representation of that increased base.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 18 EXISTING BY-LAW PROPOSED CHANGE RATIONALE (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 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. By-law 31(2) If within one hour after the time fixed for any meeting convened on the demand of members, the 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. 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. Separated into two distinct bylaws for greater clarity. Increased the number of days’ notice and the period within which to reconvene the meeting to allow sufficient time for the logistical elements to be taken care. Incorporates the use of standing orders in the meeting THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS By-law 32 (1) Subject to the provisions of the Act, the general direction and management of the Society shall be entrusted to a 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
BPWCCUL By-Laws Review 2025 – FINAL VERSION 19 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 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. Clauses (a) to (c) remain unchanged. 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)(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)(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. Updated to reflect new forms of minute taking besides manual pen and paper To correct typo of the original.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 20 EXISTING BY-LAW PROPOSED CHANGE RATIONALE By-law 32(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(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. Updated to reflect a more realistic time period for circulation of the minutes By-law 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. 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. Updated for better flow by joining the maintaining of banking account to borrowing of money. (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. 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. Amended and expanded for greater clarity
BPWCCUL By-Laws Review 2025 – FINAL VERSION 21 EXISTING BY-LAW PROPOSED CHANGE RATIONALE By-law 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. By-law 34 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 one (1) year as at the date of the meeting. Membership requirement extended to allow for greater knowledge of the Society to be acquired. By-law 34(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. By-law 34(2): No change ELECTIONS ELECTIONS By-law 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 By-law 35 (1) The Corporate Governance & Nomination Committee will be a standing committee of the Board, constituted in alignment with regulatory requirements, and shall oversee the election for the Board of Directors, the Credit Committee and the Supervisory Committee in accordance with the Co-operative Societies Act, Regulations and Guidelines and these By-laws. Complete rewrite. Amended to introduce and embed the role and responsibilities of the Nomination Committee as a replacement of the Credentials Committee in line with the FSC’s Corporate Governance Guidelines.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 22 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 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. c. The Credentials Committee shall present all valid nominations at the Annual General Meeting, for the vacancies for which elections are to be held; d. All elections shall be by ballot. (2) In keeping with Act, Regulations and Regulator Guidelines, the Corporate Governance & Nomination Committee shall: a) review the election guidelines and the process for appealing decisions regarding the rejection of nominations and disqualifications; b) ensure the election guidelines are available to members; c) by February 1 each year, issue a call to members setting out such vacancies as may be arising on the Board of Directors, Supervisory or Credit Committees. Such notice shall remain open for not less than two months. d) publish all relevant information regarding candidates in order to facilitate members casting their votes at the designated time e) receive and review all nominations, ensuring that all nominees have consented to the nomination and that all nominees are qualified pursuant to the Act, Regulations, Regulator Guidelines and By-laws following which the committee shall issue within one month of the close of the nominations, an update to all applicants on the status of their application f) present all valid nominations at the Annual General Meeting, for the vacancies for which elections are to be held; g) recommend, for approval by the Board, an election official who is not a member of the Board, the Credit Committee or the Supervisory
BPWCCUL By-Laws Review 2025 – FINAL VERSION 23 EXISTING BY-LAW PROPOSED CHANGE RATIONALE Committee nor a candidate for any vacancy, to chair the elections. 3) No member of the Corporate Governance and Nomination Committee shall propose or sign off on the proposal form for any member who has offered themselves for election. 4) A member may nominate up to a total of three other eligible members to stand for election in one year across all Committees. All elections shall be by ballot and shall be determined by a majority vote except where there is no contest or in accordance with the provisions of the Act. By-law 35(2) In the event that there is an insufficient number of persons who have been pre-nominated to fill the vacancies on the Board, Credit Committee or the Supervisory Committee, nominations may be accepted from the floor. By-law 35(3) In the event that the number of persons who have been prenominated to fill the vacancies on the Board, Credit Committee or the Supervisory Committee is: a) equal to the number of vacant positions, the candidate(s) will be declared elected by acclamation. b) less than the number of vacant positions, the candidate(s) will be declared elected by acclamation, and the remaining vacant position(s) will be filled in accordance with the Act. To remove the option of filling vacancies from the floor. By-law 35(3) Where a person who has been nominated for a vacancy on the Board or any other Committee is successfully By-law 35(3): Changed to By-law 35(4)
BPWCCUL By-Laws Review 2025 – FINAL VERSION 24 EXISTING BY-LAW PROPOSED CHANGE RATIONALE elected to the Board or that Committee, he shall be ineligible for election to any other Committee. By-law 35(4) In addition to the provisions of By-Law 7, no member may be elected to the Board of Directors, the Credit Committee or the Supervisory Committee, unless that member: (a) is a citizen or resident of Barbados; (b) holds twenty-four (24) qualifying shares; (c) is not otherwise in breach of Section 57 of the Act. By-law 35(5) In addition to the provisions of By-law 7, a member may be elected to the Board of directors, the Credit Committee or the Supervisory Committee, if that member: a) is a citizen or resident domiciled in Barbados for no less than nine (9) months in a calendar year b) holds twenty-four (24) qualifying shares; c) has been a member in good financial standing for at least one year prior to the date on which the election will be held d) is not otherwise in breach of the Act, organisational policies or any of the below excluded categories New By-law 35(6) Excluded Categories An individual is not eligible to be an elected officer and, if currently an elected officer, will immediately cease to be an elected officer, if the individual is, or was: i. at any time during the three years prior to the date of the close of nominations set by the Committee in the applicable year: a) a director, officer, employee or agent of another Society or another Society’s subsidiary; or b) a direct competitor of the Society or any entity within its group of companies; Changed from negative to positive perspective Introduces good standing as a criterion for eligibility Expands the by-law by providing potential criteria for exclusion from the nomination process
BPWCCUL By-Laws Review 2025 – FINAL VERSION 25 EXISTING BY-LAW PROPOSED CHANGE RATIONALE c) an employee, director or agent of a direct competitor of the Society or any entity within BPWCCUL group of companies; d) a relative of any individual referred to in (i) to (iii), or of another nominee, candidate, or current elected officer who would serve concurrently with that individual if that individual was elected; e) a regulator or auditor of the Society; f) a service provider within the year prior to the date of the close of nominations in the applicable year, from the Society or any of its subsidiaries; g) was a director or officer of a corporation, or a controlling shareholder of a corporation that received material services during that year from the Society or any of its subsidiaries within the year prior to the date of the close of nominations set by the Committee in the applicable year; h) not compliant with the eligibility requirements set by the Act or any relevant regulatory guideline; i) disqualified the previous year for material noncompliance with the election guidelines; By-law 36(1) (1) Nominated members and their consent to nomination shall be established through the following procedures: i. fourteen (14) days before the date set for elections a nomination in writing by not less than four (4) members shall be given to the Society proposing the member for election; and ii. the nomination must be accompanied by a letter of consent signed by that member confirming his By-law 36(1) Before a nominee can be accepted as a candidate by the Corporate Governance and Nomination Committee, nominated members and their consent to nomination shall be established through the following procedures: a. no more than two months after the posting of the notice of the call for nominations, a nomination in writing proposing the member for election and signed Extends the nomination process giving a two-month window for nomination submission. Starts the count from the front end of the process rather than working back from the AGM date.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 26 EXISTING BY-LAW PROPOSED CHANGE RATIONALE willingness to be nominated as a candidate for the Board of Directors, the Credit Committee or the Supervisory Committee. by not less than four (4) members in good standing shall be given to the Society; and b. the nomination must be accompanied by a letter of consent signed by that member confirming willingness to: i. be nominated and stand for election as a candidate for the Board of Directors, the Credit Committee or the Supervisory Committee; ii. comply with the provisions of the election guidelines as outlined in the Candidate Nomination Package; iii. declare all known conflicts of interest between the nominee and the Barbados Public Workers’ Cooperative Society Limited Group of Companies; iv. comply with the Act, Regulations, Regulator Guidelines and By-laws and all relevant laws, statutes and organisational policies. New By-law 36(2) 1) The Corporate Governance & Nomination Committee may reject a nominee from standing for election if the committee determines: a. the nominee does not meet the minimum standard expected for the position as published and detailed in the nomination guidelines; b. the information provided by the nominee as published and detailed in the nomination guidelines is incomplete, materially false, or misleading; or c. it can be established through documented evidence that the nominee’s intention to stand for election is not pursued in good faith, or is to cause harm or embarrassment to the Society. Expands on the responsibilities of members during the nomination process. Provides criteria for rejection and appeal of rejections.
BPWCCUL By-Laws Review 2025 – FINAL VERSION 27 EXISTING BY-LAW PROPOSED CHANGE RATIONALE 2) The committee will notify the nominee of the rejection within two (2) business days of its decision and provide its reasons, in writing, to the nominee. 3) A rejection of a nominee by the Corporate Governance & Nomination Committee may be appealed in writing to the board by the nominee within five (5) business days of notification of the nomination rejection giving clear reasons for the appeal and supporting documentation as and if applicable. 4) A board decision to uphold the rejection of a nominee requires at least two thirds of the directors, excluding those participating in the elections, to vote in favour. the decision made by the board will be final. By-law 36(2) On receipt of a nomination referred to in By-Law 36(1) the Secretary shall at the time of publishing notice of a general meeting of members, include in the notice a statement that the member nominated has offered himself for election to the Board of Directors, or the Credit Committee or the Supervisory Committee. By-law 36(2): No changes By-law 37(1) The Board of Directors shall appoint a person who is not a member of the Board, the Credit Committee or the Supervisory Committee nor a candidate for any vacancy, to chair the elections. By-law 37(1): No changes
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