In these By-laws, unless the context otherwise specifies or requires:
a. “Act” means the Credit Union Act (Alberta), as from time to time amended, and every statute that may be substituted therefore and, in the case of such substitution, any reference in the By-laws of the credit union to provisions of the Credit Union Act shall be read as references to the substituted provisions therefore in the new statute(s);
b. “By-law” means any By-law of the credit union, including any special By-law in effect, from time to time in force and effect;
c. “Regulations” means the Credit Union Act regulations as amended from time to time in force and effect;
d. All terms contained in the By-laws and which are defined in the Act shall have the meanings given to such terms in the Act;
e. The singular shall include the plural and the plural shall include the singular; the masculine shall include the feminine and the feminine shall include the masculine and the neutral gender includes bodies corporate and politic;
f. “Entity” means a corporation, a government, a partnership, or other firm or unincorporated association of persons.
These By-laws are in all respects subordinate to the Act, and shall not be interpreted as permitting any action that is prohibited by the Act. Whenever these By-laws are more restrictive than the requirements of the Act, the restrictions of these By-laws shall bind the credit union.
Notice may be provided for any matter, including membership, special meetings and annual general meetings as set out in the Act and, as determined by the board of directors, notice may be provided by:
a. Posting in the newspaper in accordance with the Act ; and/or
b. Posted in places prominent and accessible to members including: in branches, the credit union website and/or social media in accordance with the Act.
Membership in the credit union shall be open.
Eligibility for membership
Any individual or Entity upon completing an application for membership and meeting any requirements as established by the credit union for holding an account with the credit union, and subscribing and paying for a minimum of one (1) common share of the credit union shall meet the requirements of membership and be a Member of the credit union.
A person whose membership has been terminated under 2.5 shall not, failing a successful appeal, again be admitted to the membership of the credit union except by resolution of the board of directors.
Common share requirement
No person or entity shall be eligible for membership in the credit union until that person or entity has fully paid for one common share of the credit union.
Two or more persons may apply for joint membership in the credit union and each individual shall constitute a member, regardless of the number of shares each joint member has fully subscribed and paid for, provided the cumulative number of shares the joint members have is not less than two (2).
Termination of membership
The board of directors, or its designate, may, for good and sufficient cause, terminate the membership of a member. Good and sufficient cause includes, but
is not limited to, the following:
· Abusive behaviour to staff or other members;
· Financial mismanagement of business with the credit union;
· Fraudulent or illegal actions;
· Breach of privacy.
2.5.1 Termination of membership appeals
A person whose membership has been terminated shall have the right to appeal the decision to the board of directors, or its designate, in writing within thirty (30) days.
Access to member list
Members, or their agents, shall not have the right to examine the membership list of the credit union.
Limits on shareholdings
The maximum number of common shares that may be purchased by an individual member is limited to $200,000.
Redemption and transfer of common shares
Where a member holding common shares wishes to redeem or transfer shares, the member shall make the request in writing to the credit union. Upon approval by the board of directors, or its designate, and subject to the Act, the credit union shall redeem or transfer, after payment of all amounts past due from the member to the credit union, such amount of common shares.
Establishment of investment shares
The Credit Union shall have a class of special shares pursuant to the Act (“Investment Shares”). The number of Investment Shares which may be issued in a class is unlimited.
3.3.1 Form of investment shares
Investment shares may be issued only in one or more designated series and each of the designated series must be identified by a sequential letter of the alphabet.
3.3.2 Board resolution for investment shares
Before the credit union issues investment shares in a particular series in compliance with the Act, the board of directors by resolution must:
a. authorize the issue of investment shares in the series;
b. specify the issue price of the investment shares in the series;
c. specify the dividend rights attached to the investment shares in the series and the method of calculation of the dividends paid on the investment shares in the series;
d. specify whether the right to dividends is cumulative or non-cumulative for the investment shares in the series;
e. specify the terms and conditions of any redemption rights of the holders or the credit union of investment shares in the series; and
f. specify the terms and conditions of any conversion rights of the holder of Investment Shares requiring the credit union to convert the investment shares into another series.
3.3.3 Conversion of investment shares
The credit union may not exchange or convert investment shares in a series for common shares that have been issued by the credit union.
3.3.4 Investment share provisions
The investment shares have no par value and carry no voting rights.
3.3.5 Rights of investment shares
The investment shares shall have the rights, privileges, restrictions and conditions that are granted by the Act, the regulations and the By-laws and the authorizing resolution of the board.
Dividends and patronage
The board of directors shall determine the amount, manner and form of dividends and patronage rebates to be paid, if any.
The chairperson of any meeting of the members shall be the board chair, or in their absence, the board vice chair, or in the absence of both, some other person appointed by the board of directors.
Order of business
The order of business at the annual general meeting will be:
1. Rules of Order
2. Declaration for the quorum
3. Approval of agenda
4. Adoption of minutes of the last meeting
5. Report of the board of directors and committees
6. Report of the Chief Executive Officer
7. Report of the Auditor
8. New business
The only persons entitled to be present at a meeting of members shall be those entitled to vote, the auditors of the credit union, invited persons and others who, although not entitled to vote, are entitled or required under any provision of the Act to be present at the meeting.
At all meetings of the credit union membership, fifty (50) members shall constitute a quorum. If no quorum is present, the Meeting Chair shall adjourn the meeting to a date not more than forty (40) days thereafter.
Membership voting list
The membership list of the credit union shall be closed at a date determined by the board of directors in accordance with the Act prior to any membership meeting. Only members appearing on the list shall be entitled to vote on any questions before a meeting or in an election.
One member one vote
A member has only one vote on any question that may be voted on at any general meeting or election.
Voting at a membership meeting shall be done by show of hands, except where the chair, or a member, calls for vote by ballot.
At any meeting, unless a poll is called, a declaration by the chair of the meeting that a resolution, special or ordinary, has been carried or defeated by the required majority shall be conclusive evidence of the fact.
Scrutineers may be appointed by the chair for membership meetings. Scrutineers appointed at a meeting of members, for the purpose of ascertaining the results of a ballot, shall be entitled to any information and may examine any records of the credit union to determine validity of ballots.
In any membership meeting, or an election, a vote by ballot will be considered spoiled when:
a. More than the permitted number of candidates or options has been selected on the ballot;
b. The ballot is irregular by way of being a forgery of an official ballot;
c. Choice other than a duly nominated candidate or option has been written onto the ballot;
d. The choice marked is unclear or illegible or is subject to reasonable doubt by reason of erasures, misplaced marks etc.;
e. The ballot is marked in a manner by which the voter can be identified.
Voting on questions
Subject to any restrictions in these By-laws, any member or designated representative properly registered and in person at a membership meeting, may vote on any question at a membership meeting.
In the case of joint membership, voting privileges at a membership meeting will be allowed to a maximum of two persons, provided such persons do not hold individual memberships and jointly hold at least two (2) common shares.
Entity voting rights
Where a member of the credit union is other than an individual or a trustee, the credit union shall recognize an individual (“Designated Representative”) authorized by a trust agreement or resolution of the directors or governing body of that member to represent it at meetings of members of the credit union or during the election process.
Powers of Designated Representatives
The designated representative authorized under Section 5.9 may exercise, on behalf of the member it represents, all the powers that the member could exercise if it were an individual.
Member as Designated Representative
No member may be the designated representative for more than one entity.
Votes of minors
No voting privileges shall be allowed to a member who has not reached the age of majority.
A member’s right to vote is not transferable or assignable.
Number of directors
The board of directors shall be comprised of no less than nine (9) individuals and no more than eighteen (18).
In addition to the criteria listed under Section 65 of the Act, and criteria specified in board governing policies published on the credit union’s website, a member is not eligible to be nominated for election, be appointed as a director, or hold office as a director, unless the member:
a. has been a member for at least one (1) year;
b. is bondable; and is not eligible to be nominated for election, be appointed as a director, or hold office as a director if the member:
c. is employed in a position that could be construed as a potential conflict of interest situation;
d. is in violation of the credit union’s policies or By-laws;
e. is an employee, adult interdependent partner or relative of an employee or director of the credit union. For the purposes of this section, a relative is taken to mean a spouse, common law spouse, parent, child, adopted child, sibling, grandparent or the spouse of any of the foregoing;
f. has been an employee of the credit union in the past ten (10)years;
g. is in litigation with the credit union.
Furthermore, members seeking election to the board shall demonstrate commitment to:
• Cooperative values;
• Principles of good governance;
• Fiscal and legal responsibility; and,
• Ethical integrity.
Where a director no longer meets the criteria to be a director under 6.2, they shall immediately submit their resignation to the board of directors. If the director fails to resign, the board of directors may remove the director. Where the board of directors by a two thirds (2/3) majority vote determines that a director is failing to meet the qualification under section 6.2, the board of directors may suspend for a period of up to two (2)years or remove the director. The board of directors’ decision is considered final.
Director ceases to hold office
In accordance with the Act, the credit union will create board governing policies highlighting situations where directors will cease to hold office. These policies will be made available to members through the credit union’s website. A director ceases to hold office when the director:
a. resigns or dies;
b. is removed by ordinary resolution of the members at a membership meeting or as part of an amalgamation agreement;
c. becomes disqualified subject to section 6.2;
d. the director’s term expires;
e. by a two-thirds (2/3) vote of the board of directors, is deemed to be in breach of the Director’s Code of Conduct;
f. their service reaches the service limit under section 6.6; and/or
g. fails to attend three (3) consecutive regularly scheduled board or committee meetings without the approval of the board of directors; fails to attend two (2) board or committee meetings in a row without prior approval from the chair; fails to attend a minimum of 75% of all board and committee meetings.
Term of office
A director duly elected by the members, shall hold a term of office which shall not exceed the third annual general meeting following the annual general meeting at which they are elected.If a director is appointed under section 6.15, the annual general meeting following their appointment shall be considered the first annual general meeting.
Duly elected directors are eligible to serve for a maximum of four (4) terms. Once a director reaches their service limit, they are ineligible to seek re-election to the credit union board of directors.
The board of directors shall determine the procedures to be followed in the election of qualified nominees to the board of directors.
Election of board members
The members shall elect directors at, or before, each annual general meeting of the members.
Voting for director elections
The board of directors may determine that elections be conducted by any one or combination of the following methods:
a. In-branch voting;
b. Mail-in ballot; and/or
c. Any secure electronic means.
If the number of qualified persons nominated for the office for which the director election is to be held is equal to, or lesser than, the number of offices to be filled, the persons so nominated will be declared elected.
In the event of a tie vote arising from the director election process held prior to the annual general meeting, a re-vote will be held at the annual general meeting. In the event of a tie vote at the annual general meeting, a coin toss by the chair of the meeting will be used to determine the winner.
Election of officers
At the first meeting of the board of directors, which shall be within thirty (30) days following the annual general meeting of the credit union, the board of directors shall elect from its own members, a chair person of the board, a vice chair person and other officers as they consider necessary. Elections for officers shall be by secret ballot.
The board of directors may set the remuneration for directors and non-employee officers from time to time. In doing so, they may utilize an independent professional advisor to provide guidance on appropriate compensation levels. The aggregate amount of remuneration shall be annually reported to the members, as required by the Act.
When a vacancy occurs on the board of directors, the board may appoint a replacement to serve until the next annual general meeting of the credit union, or leave the position vacant.
Directors appointed by the board of directors
If the board of directors determines that it must appoint additional directors to the board, beyond those who may be appointed under section 6.14, the board of directors may appoint additional directors to serve until the next annual general meeting so long as the board of directors complies with the Act and the total number of directors does not exceed the maximum number of directors as stated within section 6.1.
Board meeting frequency
The board of directors shall not meet less than four (4) times per year.
Committee meeting frequency
Committees of the board of directors shall meet in accordance with the Act, or its terms of reference, as applicable.
In addition to the committees required by the Act, the board of directors may appoint additional committees as it considers necessary.
Meeting by alternate communications
A board or committee meeting may be held by means of telephonic or other communication facilities which permits all persons participating in the meeting to hear each other. Directors or other persons participating by those means, are deemed, subject to the requirements of the Act, to be present at the meeting.
Notice of meetings
Notice of board of directors or committee meetings, including the date, time, place and agenda shall be communicated by announcement at the preceding meeting or by telephone or by mail to each director or committee member not less than 24-hours in advance of the meeting.
Waiver of notice
Notice may be waived by the board of directors or committee upon a poll of the members with simple majority agreement, for the purpose of holding an emergency meeting of the board of directors or committee.
Method of voting
Voting by the directors or committee members shall be by show of hands, unless otherwise required by the board of directors or committee.
A majority of directors, or members of a committee, as the case may be, shall constitute a quorum.
The board of directors may establish subsidiaries in accordance with Section 46 of the Act and related Regulations, provided the functions of the subsidiary are consistent with the objectives of the credit union.