Recommendations of the Members By-Laws Review Committee 54 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) Committee and the Supervisory Committee and shall be convened if an Officer, Director, Credit Committee member, Supervisory Committee member or employee, requires a loan in excess of his total holdings in shares, deposits and accumulated earnings or if any loan is referred to it by the Credit Committee. (3) (a) For the purposes of this paragraph, “fiduciary relationship” means a relationship where a person is legally appointed and authorized to hold assets in trust for another person. (b) No member of the Credit Committee, the Board, the Supervisory Committee or any other person who has been authorized to approve loans, shall be present at the discussion of, or approval of, a loan to himself, to a person for whom he is proposed as surety, or any other person with whom he has a fiduciary relationship. By-law 55(2) An Extraordinary Credit Committee shall: a) comprise of the members of the Board, the Credit Committee and the Supervisory Committee. b) be convened if an elected officer or employee, requires a loan in excess of his or her total holdings in shares and deposits, or if any loan is referred to it by the Credit Committee. Amended for better flow. By-law 55(2) Rejected. Retain original by-law 55(2). No need to change. By-law 55(3) No changes. By-law 55(3) No changes were recommended by the Committee. No need to change. New By-law 55 (4) Subject to the Regulations, a quorum of the Extraordinary Credit Committee shall consist of a majority of the elected officers of the Society provided that a quorum of the Credit Committee is present, in accordance with Regulation 23(2). a) The Chair of the Board of Directors shall be the Chair of the Extraordinary Credit Committee. b) Approvals of the Committee shall be by the vote of no less than two-thirds of the members present and voting of the board, credit committee and supervisory committee present at the meeting. Amended to include specific reference to the EOCC quorum. Amended to bring certainty to Chairmanship of the meeting. Amended to bring certainty to the determination of approvals at the meeting. New By-law 55 (4) (1) 55(4)(a) - Replace Board of Directors with Credit Committee. Otherwise accepted. (2) 55(4)(b) – Accepted as proposed. By-law 55(4)(a) The Credit Committee’s remit is with respect to loans; hence this Committee would be more suitable to chair meetings. SUPERVISORY COMMITTEE By-law 56 56. (1) The Supervisory Committee shall consist of three (3) members, none of whom shall be a By-law 56 (1) The Supervisory Committee shall consist of five (5) members, none of whom shall be a member of the Board, the Credit Committee or an employee of the Society. Amended to increase the number of committee members. By-law 56 (1) Accepted as proposed. Agree with recommendation.
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