Proposed By-Laws - March 2025

Recommendations of the Members By-Laws Review Committee 23 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) (2) These scales shall be reviewed and revised by the member in meetings as changes in regulations or market conditions dictate. By-law 34 34. (1) The Directors shall be elected at the annual general meeting of the Society in each year as herein provided. Every election shall be by ballot except where there is no contest. No member may be elected to the Board unless he holds twenty-four (24) fully paid shares in the Society and has been a member for at least six (6) months. (2) If there are no directors remaining the Supervisory Committee and Credit Committee, sitting jointly, shall in writing appoint directors solely for the purpose of calling a general meeting to elect members to fill the vacant directorships. 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 one (1) year as at the date of the meeting. By-law 34(2) No change. By-law 34(1) Rejected. Original by-law 34 (1) to remain. By-law 34(2) No changes were recommended by the Committee. By-law 34(1) No basis found to extend qualifying membership period to a year. By-law 34(2) No need to change. ELECTIONS By-law 35 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. By-law 35 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. By-law 35(1) Amend to read: The 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 By-law 35(1) The Nomination Committee (replacing the Credentials Committee) should not be blended with the Corporate Guidance Committee as the focus of the two committees is different.

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