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.
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