Recommendations of the Members By-Laws Review Committee 34 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) TENURE OF OFFICE By-law 38(3) 38(3) Members of the Supervisory and Credit Committees shall be elected at the Annual General Meeting and may hold office for two consecutive terms of three (3) years each, before retiring for a minimum of one (1) year, providing that at least one (1) member shall retire each year. By-law 38(3) At least three (3) members of the Board and two members of the Supervisory and Credit Committees shall retire each year. By-law 38(4) To ensure the good governance of the Society there shall be cooling off periods, specifically: a) a cooling off period of a minimum of three years between serving on the Board or serving on the Supervisory or Credit Committees of the Society. A former member of the Board of Directors is not eligible to be elected to the Supervisory or Credit Committee within a period of three (3) years of his or her ceasing to be a member of the Board of Directors. b) a cooling off period of a minimum of three years between employment at the Society, or any of its subsidiaries, and serving on the Board or any elected committee of the Society. c) a cooling off period of a minimum of three years between employment at the Society, or any of its subsidiaries, and the provision of consultancy of any form, or service provision of any kind to the Society. d) a cooling off period of a minimum of three (3) years between an Officer ceasing to be a member of the Supervisory Committee, Credit Committee or Board of Directors and serving as an official paid advisor to the Supervisory (3) has been substantively amended and expanded to treat to all Committees and to introduce the expanded Bylaw around cooling off periods and term limits. By-law 38(3) Accepted as proposed. By-law 38(4) By-law 38(4)(a) Accepted as proposed. By-law 38(4)(b) Rejected. By-law 38(4)(c) Amend. Cooling off period of one (1) year. By-law 38(4)(d) Cooling off period of two (2) years. By-law 38(4)(e) Cooling off period of one (1) year. Agree with recommendation. By-law 38(4) The across the board blanket approach in the proposals not accepted. This issue of cooling off periods is specific to Independent Directors in the FSC’s guidelines. It is offensive that while the Society has not yet seen it fit to have independent directors, it is using the concept to unduly penalize officers and employees. Our approach is a specific impact basis with varying cooling off periods.
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