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August 29, 2021

AMENDMENTS TO THE ESSENTIAL AND EMERGENCY SERVICES & PARTNER

CO-OPERATIVE CREDIT UNION LIMITED RULES

 

WHEREAS Section 11 and Regulations 41 of the Co-operative Societies Act and Regulations provides for the amendment of Rules;

 

WHEREAS Article XXIV, Rule 77 allows for amendments to the Rules of the Essential and Emergency Services & Partners Co-operative Credit Union Limited; and

 

WHEREAS Article VIII Rule 37, Article IX Rule 44, Article X Rule 50, Article XII Rules 56, 60, Article XIII Rule 65 and Article XXIV, Rule 77 are being proposed for amendments in the Rules of the Essential and Emergency Services & Partners Co-operative Credit Union Limited; and

 

WHEREAS it is being proposed that meetings of members may be conducted by attendance at a physical location, or by virtual-only or by hybrid-meeting; and

 

WHEREAS electronic attendance shall be construed as if the members were present at the physical location where the meeting is being convened; and

 

WHEREAS members attending meetings through an electronic media shall constitute the quorum for a legally convened meeting of members of the Society; and

 

WHEREAS The Co-operative Societies (Amendment) Regulations 2021 dealing with the holding of general meetings, and meetings of the Committee in co-operative societies were promulgated on the 15th January 2021;

 

WHEREAS this credit union has agreed to adopt and accept all the interpretations so ascribed under the said regulations and intends that all amendments hereunder proposed are to be operational immediately and binding upon members, consequent upon approval at this general meeting of members and subject to the Registrar of Co-operative Societies’ immediate certification.

 

BE IT RESOLVED that Article VIII, Rule 37 which now reads:

 

  • The Board of Directors shall meet as often as the business of the Society may require and, in any case, not less frequently than once a month. Meetings of the Board shall be summoned by the Secretary in writing.  The Secretary shall also call a meeting of the Board upon the written request of the President or any three (3) members.

 

  • Minutes of the meeting of the Board of Directors shall be recorded by the Secretary in the Minutes Book and shall be signed by the President or other presiding member and by the Secretary and shall contain the following particulars:

 

  • The names of the members present and the date of the meeting;

 

  • The name of the President or other presiding member; and

 

  • A short statement of all matters discussed and decisions made and a record as to whether each decision was made unanimously or by a majority.

 

ADD SUB-RULES (iii) and (iv) to rule 37 (i) and (ii) to read:

 

  • Any meeting of the Board of Directors or any committee designated by the Board may be held by telephone conference call or other communications equipment, including video conferencing technology.  Each person is entitled to participate in the meetings must consent to the meeting begin held of that system.  The system so employed must provide access to the meeting in a manner by which each person attending can be properly identified and be heard.  The system must facilitate the recoding of any vote or other action taken at the meeting.

 

  • For the purpose of determining the quorum and for all other voting purposes, attendance at such meetings shall constitute presence in person at the meeting. For the purposes of this rule, the laws of Jamaica shall apply to any meeting of the Board or sub-committees and the meeting be deemed to take place in Jamaica.

 

BE IT RESOLVED that Article IX, Rule 44 which now reads:

 

The Credit Committee shall hold such meetings as the business of the credit union, may require, and not less frequently than one per month.  Due notice of such meetings shall be given to the other members of the Committee by the Secretary.

 

ADD SUB-RULES (i) and (ii) to Rule 44 to read:

 

  • Any meeting of the Credit Committee may be held by telephone conference call or other communications equipment, including video conferencing technology. Each person is entitled to participate in the meetings must consent to the meeting begin held of that system.  The system so employed must provide access to the meeting in a manner by which each person attending can be properly identified and be heard.  The system must facilitate the recoding of any vote or other action taken at the meeting.

 

  • For the purpose of determining the quorum and for all other voting purposes, attendance at such meetings shall constitute presence in person at the meeting. For the purpose of this rule, the laws of Jamaica shall apply to any meeting of the Credit Committee and the meeting be deemed to take place in Jamaica.

 

BE IT RESOLVED THAT ARTICLE X, Rule 50 (a – f) which now reads:

The Supervisory Committee shall:

 

  1. At frequent intervals inspect the securities, cash and accounts of the Society;

 

  1. Make an examination of the affairs of the credit union at least quarterly, including an audit of its books of accounts;

 

  1. By unanimous vote, it is deems such action necessary to the proper conduct of the Society, suspend any officer, member of the Board of Directors or Credit Committee and within fourteen (14) days thereafter call a Special General meeting of the members to take such action relative to the suspension as the members may determine;

 

  1. Receive and investigate any complaint made by any member affecting the proper running of the Society.

 

  1. By a majority of its members, call a Special General Meeting of the members to consider any violation of the Rules or any practice of the Society, which in the opinion of the Committee is unsafe and unauthorized; and

 

  1. i) At least once a year, cause the passbooks and accounts of all members to          be verified with the records of the credit union.  The Committee shall      maintain a record of such verification

.

  1. ii) In the process of their examinations and audits, the Committee shall examine applications for loans made during the period under examination and satisfy themselves that for each loan made an application is on file, that which the loan is made, the description of the security, if any and it bears the approval of the Credit Committee.

 

iii)  Within thirty (30) days of the end of the half-year, the Treasurer shall submit for attestation by at least three (3) members of the Supervisory Committee, the statement for that half-year as he is required under Rules prepare.

 

ADD SUB-RULES (g) and (h) to Rule 50 to read:

 

  1. Any meeting of the Supervisory Committee may be held by telephone conference call or other communications equipment, including video conferencing technology. Each person is entitled to participate in the meetings must consent to the meeting begin held of that system.  The system so employed must provide access to the meeting in a manner by which each person attending can be properly identified and be heard.  The system must facilitate the recoding of any vote or other action taken at the meeting.

 

  1. For the purpose of determining the quorum and for all other voting purposes, attendance at such meetings shall constitute presence in person at the meeting. For the purpose of this rule, the laws of Jamaica shall apply to any meeting of the Supervisory Committee and the meeting be deemed to take place in Jamaica.

 

 

 

BE IT RESOLVED that Article XI, Rule 56 which now reads:

 

(i)      The supreme authority in the Society is vested in the General Meeting of members at which every member has a right to attend and vote on all questions; and

 

(ii)     The first General Meeting of members after registration of the Society shall be called the First Annual General Meeting and shall have the same powers as are herein given to the Annual General Meeting

 

Be amended to read by adding the following additional sentences after the current sentences:

 

  • References to a “meeting” shall mean a meeting convened and held in a physical location only or via virtual-only and/or in a hybrid manner through a combination of both physical and electronic communication system. Members shall be deemed to be present at that meeting for all purposes of the Rules, applicable laws, and the Co-operative Societies (Amendments) Regulations 2021 and said attendance shall be construed to allow the member present in any one of these fora to attend and fully participate in any such meetings.

 

  • A member’s participation in the business of a general meeting shall include without limitation the right to communicate, to vote, and to have access in hard copy or electronic form all documents which are required to participate in the business of a general meeting; and participation in such a meeting shall constitute presence in person at such meeting and shall count towards the quorum and for all other voting processes.

 

  • The failure or inability of a member to attend or remain in an Annual or Special General Meeting held in a hybrid or virtual-only meeting, as a result of a mistake or events beyond the control of Essential and Emergency Services & Partners Co-operative Credit Union Limited shall not constitute a defect in the calling of the Annual or Special General Meeting and shall not invalidate any resolutions passed or proceedings taken at that Annual or Special General Meeting.

 

  • References to “electronic communication system” shall include, without limitation, webcast, video or any form of conference call systems (telephone, video, web or otherwise) and other communication of any sound, document, and or other data.

 

  • If a separate meeting place is linked to the main place of a general meeting by an electronic communication system, such members present at the separate meeting place shall be taken to be present at the general meeting and entitled to exercise all rights as if the members were present at the main physical location.

 

  • All general meetings (including a Special or Annual General Meeting, any adjourned meeting or postponed meeting) may be held as a physical, virtual-only or hybrid-meeting.

 

  • A virtual-only or hybrid-meeting may be held in Jamaica and any part of the world and at one or more locations as may be determined by the Board of Directors in its absolute discretion; however, the principal place and time of such meeting shall be construed to be held in the jurisdiction of Jamaica.

 

  • Votes (whether by a show of hands or ballot or by way of a poll) may be cast through or by electronic means or otherwise, in keeping with the Co-operative Societies (Amendment) Regulations 2021.

 

  • If voting is to take place at the meeting, there must be reasonable measures in place to verify that every person voting at the meeting by means of electronic communication system is sufficiently identified, and the Secretary shall keep record of any vote or action taken.

 

  • The provision of these rules shall apply, with any necessary modification, to hybrid-meetings and virtual-only meetings.

 

 

BE IT RESOLVED THAT Article XII, Rule 60 which now reads:

 

At least seven (7) days before the date of any Annual or Special General Meeting, the Secretary shall post a notice of the meeting in a conspicuous place in the office, or cause written notice thereof to be delivered to members in person or electronically; and at least one (1) notice shall be advertised in the print media.

 

 

BE AMENDED TO READ:

  • At least seven (7) days before the date of any Annual or Special General Meeting, the Secretary shall issue a written notice of the meeting to be delivered by electronic means and printed in at least one daily newspaper.

 

  • Where an Annual or Special General Meeting is either virtual-only or hybrid-meeting, the Secretary shall cause the notice of the meeting to provide instructions for attendance and participation, including voting by member, electronically, and an electronic link for attendees

 

  • Where the meeting is held as a hybrid-meeting or virtual-only meeting and during the meeting a number of members participating, virtually, cease to be able to participate in the meeting, at any time and for any period during the meeting, in such numbers that the quorum requirement for that meeting is not met, all business transacted at that meeting, including matters put to the vote and any resolution passed, shall be void

 

 

BE IT RESOLVED THAT ARTICLE XIII RULE 65 which now reads:

 

  1. Not less than thirty (30) days prior to each Annual General Meeting, the Board of Directors shall appoint a Nominating Committee of three (3) members, of which not more than one (1) may be a member of the existing Board of Directors not seeking election. It shall be the duty of the Nominating Committee to nominate at the Annual General Meeting, one (1) member for every vacancy for which elections are being held.

 

  1. After the nominations of the Nominating Committee have been placed before the members, the Returning Officer shall call for nominations from the floor. When the nominations are closed, poll clerks shall be appointed by the Returning Officer, ballots shall be distributed, the votes shall be taken and tallied by the poll clerks, and the results announced.

 

  • All elections shall be determined by a majority vote and shall be by ballot except where there is only one nominee for each vacancy.

 

  1. Nominations shall be in the following order:
  • Nomination for members of the Board of Directors;
  • Nomination for Credit Committee Members;
  • Nomination for Supervisory Committee Members.

 

Elections may be by separate ballots following the same order as the nominations or if preferred, may be one (1) ballot.

 

BE SUBSTITUTED WITH THE FOLLOWING NEW RULE ARTICLE XIII RULE 65

 

65       (i)        Nominating Committee

 

A Nominating Committee shall be appointed by the Board of Directors and shall consist of at least three (3) members, one of whom shall be a Board member not seeking election who shall be the Chairman of the Committee.

 

(ii)       Nominating Process

 

  • Not less than one hundred and twenty days (120) days prior to the Annual General Meeting (AGM) the Nominating Committee shall meet to consider the following:
  1. The vacancies that will arise at the AGM on the Board of Directors, the Credit Committee and the Supervisory Committee;
  2. A preliminary list of nominations to be made to fill such vacancies;
  • All other matters and procedures required to fill such vacancies.

 

  • Not less than ninety (90) days prior to the AGM the Nominating Committee shall in writing:
  1. notify the membership of vacancies for the Board of Directors, Credit and Supervisory Committees.
  2. Invite nominations from the membership to be made for each vacancy by petition in the prescribed form signed by at least five (5) members each of whom shall be a member in good standing with the Society;
  • notify the membership of the closing date for receiving nominations by petition.

 

  • In all cases, the period for receiving nominations shall extend at least forty (40) days from the date of written notification by the Nominating Committee.

 

  • The written notice from the Nominating Committee to the membership shall indicate that there shall be no nominations from the floor.

 

  • The written notice from the Nominating Committee to the membership shall also be prominently displayed at the place and if more than one, the places of business of the Credit Union and shall be posted on the Credit Union’s website or other electronic media and in the Newspaper.

 

  • Upon consideration of all nominations made and received by petition, the Nominating Committee shall review and recommend at least one (1) member for each vacancy.

 

  • The Nominating Committee shall report its recommended nominations to the Secretary of the Credit Union at least forty (40) days before the AGM.

 

  • Each nominee by petition shall submit to the Nominating Committee:
  1. A petition duly completed with the signatures of five (5) members;
  2. A brief statement of qualifications and experiences in a Resume or another form approved by the Board of Directors;
  • A completed Fit and Proper Questionnaire in a form determined by the Board of Directors;
  1. A signed letter from the nominee stating that he/she is agreeable to the nomination and will serve if elected to office.

 

  • The Nominating Committee shall have the authority to include candidates not nominated by members’ petition among those to be considered by the Committee and of its own accord submit by way of petition in like manner, suitable candidates to fill the vacancies on the various committees;

 

  • Members of the Nominating Committee shall not be eligible for nominations.

 

  • The Nominating Committee shall act in accordance with the Rules and Nominating Committee Policy of the Credit Union in its selection of each nominee.

 

  • A member seeking nomination to hold office shall be disqualified if that member:
  1. fails to satisfy the Nominating Committee that he/she is a fit and proper person to accept the responsibilities and perform governance functions of the Credit Union;
  2. is delinquent in their loan or other obligations with the Society at the date of the petition for vacancy and up to the date of election;
  • has been a member of the Credit Union less than six (6) months before the date of the petition, save where the member is an active member for more than six (6) months in another co-operative society in Jamaica;
  1. whose membership in any other co-operative society at the time of the Nominating Committee’s deliberations, has been judged delinquent;
  2. is not ordinarily resident in the Island.

 

  • Where a volunteer’s term has not expired and he is seeking nomination or election to a Committee other than the Committee he currently serves on, he shall tender his resignation from that Committee;

 

  • The Nominating Committee will no later than thirty (30) days prior to the AGM notify the members in writing of the nominations recommended by them. The notice shall also be posted in a conspicuous place in the Credit Union and may be posted on the Credit Union’s website or other electronic media.

 

  • After the Nominating Committee has notified the members of its recommended nominees the nominees shall be presented and placed before the members at the AGM by the Nominating Committee to be considered by the members present.

 

(iii)           Elections

 

  • Elections shall be in the following order:
  1. Elections for members of the Board of Directors;
  2. Elections for members of the Credit Committee;
  • Elections for members of the Supervisory Committee;
  1. Delegates and Alternate Delegates to the League or any affiliated organizations as determined by the Board of Directors.

 

  • After the nominees of the Nominating Committee have been placed before the members, a Returning Officer shall be appointed by the Chairman and will preside over the elections at the AGM.

 

  • If the nominees equal the number of vacancies, the nominees shall be declared elected by general consent or acclamation of the membership at the AGM.

 

  • In the event there are more nominations recommended by the Nominating Committee than the number of vacancies available, there shall be voting by ballot. The Returning Officer shall be responsible for appointing poll clerks, distributing ballots, conducting and tallying the votes; any other action to ensure a valid, efficient and smooth election and thereafter announcing the results.

 

  • In the event a vacancy arises between the close of nomination and the AGM, or if there are insufficient nominees to fill all vacancies, the Board of Directors shall appoint a member to fill such vacancy until the next AGM in accordance with the Rules of the Credit Union.

 

 

 

BE IT RESOVLED THAT ARTICLE XXIV, RULE 77 (AMENDMENTS TO RULES) which now read:

 

These Rules may be amended by a resolution of the members at any Annual or Special General Meeting called for the purpose by three-fourths vote of those present and entitled to vote, provided a copy of the proposed amendment together with a written notice of the Meeting shall have been sent to each member or handed to him in person at least seven (7) days before the said Meeting.  No amendment shall become operative until it has been approved by the Registrar in accordance with the Act.

 

 

BE AMENDED TO READ:

 

These Rules may be amended by a resolution of the members at the Annual General Meeting or Special General Meeting called in accordance with Article XII, Rule 56 (vii) for the purpose by at least three-fourth votes of those present either Physically, Virtual-only or at a Hybrid-meeting, provided a copy of the proposed amendments together with a written notice of the meeting shall have been sent to each member by electronic means and printed in one daily newspaper at least seven (7) days before the said meeting. No amendment shall become operative until it has been approved by the Registrar in accordance with the Act.

 

 

WHEREAS Section 11 (i) of the Co-operative Societies Act stipulates that the Registered Society may amend its rules.

 

BE IT RESOLVED that the current Rule 65 which is stated above be substituted with the following new Rule 65 as outlined hereinafter:

 

 

 

Moved by      :           (online)

 

Seconded by :           (On-line)

 

Date                :

 

There were …….…. Members present at the time of voting

 

Members Voted for              :                       (Virtual votes) __________

 

Members Voted Against      :           (           (Virtual votes) __________

 

Members Abstained             :                       (Virtual votes) __________

 

 

Signed            ………………………………………                                ………………………………………

PRESIDENT                                                   SECRETARY

 

 

 

SEAL OF CREDIT UNION