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.
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