1.   INTERPRETATION

In these Bye-Laws, unless the context otherwise requires “the Act” means the Co-operative Societies Act, Chapter 81:03 and any amendment thereto. “The Board” means the Board of Directors. “The Commissioner” means the Commissioner for Co-operative Development. The words, “he”, “his” and “him” also mean “she”, “hers” and “her”. “The Regulations” mean the Co-operative Societies Regulations, 1971. “The Rules” mean the rules as provided for in Bye-Law 18 (c) (xii) of these Bye-Laws and the “Society” means the Transcorp Credit Union Co-operative Society Limited.

‘Delinquent Member’ means a member who is in default in the repayment of a loan on the payment of an installment in respect of a loan in accordance with the Delinquent Loan Policy. ‘Inactive Member’ means a member who has not purchased at least one full-share for a continuous period of three months. These Bye-Laws are supplementary to the provisions of the Act and the Regulations and the Society shall be guided by the Act, the Regulations and the Bye-laws together.

‘Meetings of the Society’ means any General Meeting or any meeting of the Board of Directors or Credit, Supervisory, Consumer, Education or any other committee of the Society. ‘ Fit and Proper’ means a person who is essentially of good character, competent, honest, financially sound, respectable, reliable and has never brought the Society into disrepute.

2.   INTERPRETATION

The Society shall be called “Transcorp Credit Union Co-Operative Society Limited”. The registered address shall be #60 Fifth Street, Barataria, or at such other place as the Board of Directors may from time to time decide. In the event of any changes in the registered address, a notice of such change shall be sent to the Commissioner within thirty (30) days. The area of operation shall be Trinidad and Tobago, West Indies.

3.   OBJECTS

The objects of the Society shall be:

A. To Improve The Economic And Social Conditions Of Its Members By:

• promoting thrift and savings among its members.
• providing loans to members for provident and productive purposes, including loans on mortgage of freehold or
• leasehold property.
• providing other services as approved by members at the General Meeting.
• purchasing and developing residential and commercial lands for constructing homes thereon for sale, lease or rent.

B. To Encourage The Spirit And Practice Of Self-Help And Cooperation And To Promote The Development Of Co-Operative Ideas By:

• educating members in the co-operative principles and practices.
• affiliating or collaborating with any other co-operative Society of organization.
• To do all such lawful things as are incidental or conducive to the attainment of the above objects including the holding of property and engagement of business activities.
• To hold, purchase, acquire any interest in and exercise all privileges of ownership over any freehold or leasehold land as may be necessary or suitable for the conduct and operation of its business or for the carrying out of any of its objects and may, subject to the terms of the conveyance or lease, sell, exchange, mortgage, build upon or alter, pull-down or rebuild buildings upon any such freehold or leasehold land.

4.   MEMBERSHIP

The objects of the Society shall be:

A. Qualification

• All persons residing in the area of operations as defined in Bye-Law 2 may be admitted to the membership of the Society.
• Membership under the age of eighteen (18) may enjoy all the rights and privileges of membership except as otherwise provided for in the rules and the loan policy of the Society. No member under the age of eighteen years (18) shall serve on the Board of Directors, Supervisory or Credit Committee.

B. Admission

• Application for membership shall be made on the prescribed form to the Secretary and decided by the Board of Directors in accordance with Bye-law 25(f). The prescribed form for the application for membership must be completed in full and shall include a recommender who is a member. Negative votes of three (3) members of the Board of Directors shall disqualify any application from membership. Membership commences from the date of approval by the Board of Directors, payment of a non-refundable fee of Five Dollars ($5.00), or such other sums as the Board of Directors shall from time to time determine and the value of at least one (1) full share.
• A copy of these Bye-laws shall be given to each member on the approval of his application for membership.

C. Termination

• Membership shall be terminated by death, insanity, resignation or expulsion in accordance with these Bye-laws.
• A member shall have the right to resign from the Society provided that he is not indebted to the Society directly or indirectly.

D. Expulsion

• If any member violates these Bye-laws or otherwise acts in a manner prejudicial or inimical to the good repute or interest of the Society, the Board of Directors may, by a two-thirds majority vote of its members present at the meeting convened for the purpose, expel the member from the Society. A concise statement in writing of the grounds alleged for such expulsion must first have been served upon the member, and have been given a reasonable opportunity of being heard in his own defense. The member shall also be entitled to be represented at any hearing by a person of his choice.
• The member shall be at liberty to call witnesses in his defense.
• An appeal against the finding of the Board of Directors may be made by the expelled member by notice in writing addressed to the Secretary to reach him within fifteen (15) days of the date of service of the order of expulsion upon him.
• Where an expelled member lodges an appeal against his expulsion with the Secretary, the Board of Directors shall convene a special general meeting within thirty (30) days of the receipt of the notice of the appeal. The Special General Meeting shall review the facts and issues involved and shall have power by a vote of the majority of members present to confirm or disallow the expulsion of the appellant.
• Where the Board of Directors fails to hold a Special General Meeting within the thirty (30) days allowed under this Bye-law, the expulsion of the appellant shall automatically be rescinded and not be pursued for the said reason or reasons.
• Pending the determination of any appeal as aforesaid, an expelled member shall continue to enjoy all the rights of membership.
• An expelled member shall be entitled to receive dividends, patronage refunds or other interest payable to members up to the date on which he ceased to be a member by virtue of his expulsion.
• If any person who is a witness in any proceedings under this Bye-law or has any direct or indirect interest therein shall sit in the position of Chairman at any Board of Directors or Special General Meeting held under this Bye-law or be present when any charge or appeal is being determined, the whole of such proceedings shall be null and void and of no effect.
• At the hearing of any appeal under this Bye-law, the appellant shall be at liberty to call witnesses in his defense and to be represented by a person of his choice.
• A member shall have the right to appeal to the Commissioner against the findings of the Board of Directors or the Special General Meeting on the grounds that he was denied the right to a fair hearing or that the procedures for the hearing and determination of the charge or appeal were contrary to the laws of natural justice or that the penalty imposed on him was harsh or oppressive or not warranted at all.
• Upon such an appeal lodged with the Commissioner within fourteen (14) days of the service of the Order of Expulsion or findings of the Special General Meeting upon the member, the Commissioner or a person nominated by him shall hear and determine the appeal.

5.   LIABILITY

• The liability of a member for debts of the Society shall be limited to his Share Capital.
• The liability of a past member for the debts of the Society as they existed at the time when he ceased to be a member shall continue for a period of two years from the date of his ceasing to be a member.
• The estate of a deceased member shall be liable for a period of two (2) years from the date of his death for the debts of the Society as they existed at the time of his death.

6.   COMPOSITION OF CAPITAL

The Capital of the Society shall include the following:

• Shares - An unlimited number of shares contributed by members.
• Deposits - Saving Deposits, which can be withdrawn at any time subject to the notice required by the Board of Directors. Fixed Deposits, which shall be for specific periods.
• Loans - which may be accepted from members and or non-members.
• Grants and donations from nationals and foreign agencies.
• Funds mobilized through special projects approved by the Board of Directors.
• Loans, whether from members or non-members, and members' deposits shall be subject to the maximum liability fixed by members at a General Meeting and approved by the Commissioner.

7.   SHARES

A.   Value

Shares shall be valued at Five Dollars ($5.00) each and may be paid for by daily or monthly installments. No member may hold at any time more than 1/5 of the total paid-up share capital of the Society.

B.   Transfer

• No transfer of a Share shall be valid and effective unless and until such transfer has been registered on the direction of the Board of Directors.
• Shares may be transferred only, in writing from one member to another, upon payment of a transfer fee for each transfer as determined by the Board of Directors from time to time. All transfers shall be in the form prescribed by the Board of Directors.
• No transfer of shares shall be registered if the request is made by a member who is indebted to the Society without special order of the Board of Directors.
• All share transactions shall be at par value.
• On the death of a member, the Board of Directors may transfer his shares to the person nominated by him if qualified to be a member or to the heir or legal representative, if so qualified.

C.   Transfer And Withdrawals

• If the whereabouts of any member are not known to the Society, and no claim is made within one (1) year from the date of his last transaction with the Society, the Board of Directors may transfer his share and/ or interest after deducting any sum due to the Society to an Unclaimed Share Account. Any sums remaining unclaimed in this Account for three (3) years may be transferred to the Reserve Fund..
• A member may withdraw any portion of his Share Capital not otherwise pledged to the Society on demand except that the Board of Directors may require notice of a period not exceeding six (6) months of his intention to withdraw the whole or any part of the amount paid by him on his Share Account.

8.   DEPOSITS

• A member may save on deposit, money in sums of not less than Twenty Dollars ($20.00) at any one time.
• On the first day of each quarter, interest at the rate fixed by the Board of Directors shall accrue on savings deposits. Interest so accrued will thereafter attract interest as in the case of an actual deposit.
• The Board of Directors may require a member wanting to make a withdrawal to give a written notice not exceeding seven (7) days for each such withdrawal.

9.   INVESTMENTS

A.  The Society May Invest Or Deposit Its Funds:

• In any bank approved by the Commissioner, or
• In any securities issued or guaranteed by the Government, or
• In the shares or on the security of any other Society, provided that no such investment shall be made in the shares of any Society other than one with limited liability or in any other manner permitted by the Commissioner

B.   The Funds Of The Society Shall Be Used For Achieving The Stated Objects.

C.   The Society May Use Its Funds To Hold, Purchase, Take On Lease In Its Own Name Any Lands, And May Sell, Exchange, Mortgage, Lease Or Build Upon The Same, Or Grant The Same, With Power To Alter And Pull Down Buildings And Again Rebuild.

10.   LIEN

• The Credit Union shall have a lien on the shares, deposit and dividends of a member for any sum due to the Credit Union by such member or for any loan endorsed by him.
• For the purpose of enforcing a lien, the Board of Directors may transfer to a member, or to a person having the necessary qualifications for membership, the shares, deposit and dividends, the subject to such lien in such a manner as it thinks fit; but no such transfer shall be made until notice in writing of the intention to transfer shall have been served on such member and default shall have been made by him in the payment of such money for thirty (30) days after service of such notice. The proceeds of such sale shall be applied in or towards the payment of such monies and the residue, if any, paid to the defaulting member.

11.   SURPLUS Distribution

A.  Out Of The Net Surplus Of The Society, Ten Percent (10%) Shall Be Credited To The Reserve Fund And Five Percent (5%) To An Education Fund. From The Remaining Net Surplus, The General Meeting Shall Have The Power To Approve The Following Payments, Subject To The Recommendations Of The Board Of Directors And Bye-Laws 14(G) (Iv) Of These Bye-Laws:

• A dividend to be paid from available earnings.
• A bonus (rebate or patronage refund) on interest paid by members. Such bonus (rebate or patronage refund) shall be applied first towards any arrears in interest payment, then towards reducing the loan principal, the day the bonus is declared if at that time the member has not repaid his loan in full. Otherwise, it shall be credited to the saving of the member.
• Honorarium to officers and such other persons as the Board of Directors may recommend.
• The balance of the net surplus may be used at the discretion of the General Meeting for the constitution of a Dividend Equalization Fund, Special Reserve Fund, Building Fund or carried forward to the succeeding year.

B.   Any Dividend Or Bonus Declared To Be Paid Out, And Which Has Not Been Claimed By The Member To Whom It Is Payable Within Ninety (90) Days Of The Date Fixed For Payment May Be Credited To The Member's Share Account After Which No Request For Payment Shall Be Entertained. Dividends May Be Credited To Members' Shares Or Deposits Except As Provided In Bye-Law 11(I) (B).

12.   PASS BOOKS/ STATEMENTS

• Provided that whenever the Society's accounts have been computerized or mechanized, monthly or quarterly statements shall be provided.
• Payment on account of Shares, deposits, repayment of loans, interest or fines shall be evidenced by a Pass Book/statement, which shall permit in separate columns successive payments on any of these accounts, loans taken or withdrawals of shares or deposits to be entered therein.
• Every entry in the Pass Book shall be initialed by the person receiving, paying or entertaining the money represented thereby.

13.   NOMINATIONS

A.   Appointment Of Nominee

Every member of the Society shall in writing under his hand and attested by two (2) witnesses and delivered to the office of the Society during his lifetime, nominate any person or persons to whom or to whose credit the share or interest or the value of such shares or interest, may in the event of his death be paid or transferred.

B.   Revocation

A member may from time to time revoke or vary such nomination in writing under his hand similarly attested and delivered. All such nominations, revocations or variations shall be recorded in a register of members.

C.   Fees

No fees shall be payable for the first nomination made by a member. For each subsequent revocation, nomination or variation, the nominator shall pay a fee as determined by the Board of Directors from time to time.

 

D.   Payment To Nominee

On receiving satisfactory proof of the death of the nominator, the Board of Directors shall pay to the nominee in the manner directed by the nomination, the sum representing the full value of the shares and the sum held on deposit less any sum due to the Credit Union, subject to limits set out in Bye-law 13 (v). Entry of such payment shall be made in the proper book and thereupon the value so dealt with shall be extinguished.

E.   Limit

Provided further, the Society shall, unless prevented by order of a Court of competent jurisdiction, pay to such nominee(s) or legal personal representative as the case may be, a sum not exceeding the amount specified in the Act, due to the deceased member from the Society. All other monies due to the deceased member from the Society in all respect to the laws relating to inheritance including the requirements to pay estate duty.

F.   Intestacy

If a member dies intestate without having made any nomination, the Board of Directors, may without a grant of Letters of Administration, pay a sum not exceeding the amount specified in the Act to such person or persons as may appear to it; on sufficient evidence, to be entitled to receive the same, within one (1) year. If such member is not survived by a mother, spouse or lawful issue, or any person who under the provision of the Matrimonial Proceedings and Property Act 45:51, is entitled to the said sum, the Board of Directors shall deal with it as the Administrator-General may direct.

14.   GENERAL MEETINGS

A.   Supreme Authority

Any dividend or bonus declared to be paid out, and which has not been claimed by the member to whom it is payable within ninety (90) days of the date fixed for payment may be credited to the member's share account after which no request for payment shall be entertained. Dividends may be credited to members' shares or deposits except as provided in Bye-law 11(i) (b).

B.   Annual

The Annual General Meeting shall be held as early as possible and not later than one (1) month after receipt from the Auditor of his report on the audit of the account. At least fourteen (14) days written notice of the meeting shall be given to all members. The notice shall state the time and place of the meeting and the business to be transacted thereat.

C.   Special

A Special Meeting shall be held at any time on the request of the President, the Board of Directors the Supervisory Committee, the Commissioner or his representative or on receipt by the Secretary of a written requisition signed by not less than fifty (50) members. Fourteen (14) days notice of the meeting shall be given to all members. Only such matters as are so listed on the Agenda shall be dealt with at a Special General Meeting.

D.   Quorum

• The quorum for any General Meeting shall be twenty- five percent (25%) of the membership or fifty (50) members whichever is less.
• If a quorum is not present on the expiration of half an hour after the time fixed for such a meeting, an adjournment shall be taken to a date not less than fourteen (14) days thereafter, and members shall be notified accordingly at least five (5) days before the date thereof such notification to be made in the case of a General Meeting. The decision of the adjourned meeting shall be final irrespective of the number of persons present constituting a quorum.

E.   Notification

Notwithstanding anything to the contrary herein contained, a notice of any General Meeting shall be deemed to have been given or served upon every member of the Society if notice be stuck up in a conspicuous place in the registered office of the Society for at least fourteen (14) days previous to the meeting. In addition, the notice shall be published in two daily newspapers circulating in the country for at least two consecutive days immediately prior to such meeting.

If the Society fails to call a Special General Meeting within thirty (30) days from the receipt of a demand by the required number of members, the members applying for such a meeting shall have the right to convene, and hold the meeting by notice, which must contain the objects of the proposed meeting and a statement to the effect that the meeting has been convened on the failure of the Secretary to convene the meeting demanded.

Notwithstanding anything to the contrary in these Bye-laws, any number of members present at a Board of Directors, Supervisory Committee or General Meeting called by or on the demand of the Commissioner shall be deemed to constitute a quorum and all decisions at any such meeting shall be final, conclusive and binding on all members of the Society.

F.   Decision

• Save as provided in Bye-law 29, decisions at General Meetings shall be made by a majority of the votes recorded by members present. Each member shall have but a single vote. A member being a Society shall cast a single vote through a duly delegated agent.
• All resolutions passed or decisions made at a General Meeting shall be recorded in a Minute Book which shall be signed by the Secretary or the person recording the same and countersigned by the Chairman of the meeting at which the minutes were confirmed.

G.   Powers And Duties Of AGM

The powers and duties of the Annual General Meeting shall be:

• To elect by ballot a Board of Directors, Credit Committee and a Supervisory Committee as set out in Bye-laws 18, 23 and 24. The Board of Directors and Committee members can either be re-elected or replaced.
• To elect two (2) substitutes each for the Board of Directors, Credit and Supervisory Committees for a period until the next Annual General Meeting. The substitutes will take office if any seats on the Board of Directors and Committees become vacant during the year.
• To consider accounts and reports presented by the Board of Directors and Committees for the preceding year together with any comments therein made by the Auditor and/or the Commissioner.
• To approve or disapprove recommendations from the Board of Directors for the allocation of surplus from the previous year, subject to the Act, Regulation thereunder and these Bye-laws.
• To approve or amend the Budget for the current financial year.
• To approve or amend the Rules made by the Board of Directors under Bye-law 18(c) (xii).
• To appoint an Auditor for the ensuing term from a panel approved by the Commissioner.
• To approve the maximum liability of the Society.
• To approve or vary the quantum of Honorarium recommended by the Board of Directors.
• To deal with any other business duly brought forward.
• Where necessary to amend the Bye-laws.

15.   MOTIONS

• The Chairman of a General or Committee Meeting may propose any motion without previous notice provided that the majority of members present agree thereto, and provided further that he shall propose any motion when requested by the Commissioner so to do.
• Fourteen (14) clear days notice shall be given to the Secretary in writing of any matter other than those on the Agenda at any General or Committee Meeting and no member shall be entitled to ask any question or initiate discussion on any matter on which such notice has not been given except with the consent of the person presiding or of at least a three-fourths majority of those present. If the person presiding is of the opinion that the matter sought to be asked without giving requisite notice cannot be discussed adequately without sufficient notice, he may rule that the question shall not be answered or the matter shall not be discussed owing to the insufficiency of notice and binding on the meeting even though a three fourth majority of the meeting vote otherwise.

16.   PROCEDURE AT AGM

The agenda for the Annual General Meeting shall include:-

A.   Call To Order

B.   Invocation

C.   President's Welcome Address

D.   Confirmation Of Minutes

E.   Adoption Of Standing Orders

F.   Adoption Of Reports

G.   Elections

H.   Resolutions

I.   General Business

 

17. NOMINATION COMMITTEE
i. The Board of Directors shall have the power to appoint a Nomination Committee not exceeding three (3) members whose duty shall be the selection and verification of eligible members who are willing to be considered for election to the Board of Directors and other Committees by the General Meeting.

ii. The Nomination Committee shall comprise the following members: two (2) Board
members and one (1) ordinary member selected from the general membership.

iii. Any member shall have the right to nominate other members to serve as a
Director on the or an officer of the Credit Committee or Supervisory Committee of
the Society by completing the prescribed nomination form in full and submit same
to the Nomination Committee from time to time. There shall be no nomination
accepted from the floor at the Annual General Meeting save and except in the
case where such nomination is deemed necessary for the proper constitution of
the Board of Directors or Committee’s. 

 

iv. Every individual who is, or is to be a member of the Board of Directors or Officer of the Society must be ‘fit and proper’ individual to hold the particular position which he holds or is to hold in accordance with the policies of the Society as determined by the Board of Directors and/or the general membership from time to time.

v. A person who is a member of the Board of Directors or a member of the Supervisory, Credit or Education Committees or is a holder of an office in another Co-operative Society shall not qualify to hold any position on the Board of Directors, Supervisory, Credit or Education Committee in the Society.

vi. A member shall be ineligible and /or disqualified from holding office on the Board
of Directors or any Committee once he/she is Director, Committee member, paid
employee of another Co-operative Society.

18.   BOARD OF DIRECTORS

A.   Definition

There shall be a Board of Directors, which shall be entrusted, with the general management of the affairs of the Society.

B.   Composition

The Board of Directors shall consist of twelve (12) members to serve for a term of three (3) years and to be elected at an Annual General Meeting.

Provided that at the first General Meeting of the Society to be held after the approval of these Bye-laws, one-third of the members of the Board of Directors shall be elected to serve until the first Annual General Meeting, one-third of the members to serve until the second Annual General Meeting, and one-third of the members to serve until the third Annual General Meeting. Thereafter all elections shall be for terms of three (3) years.

C.   Powers And Duties

The Board of Directors shall exercise all the powers of the Society except those reserved to the General Meeting of the members and in particular, shall have the following powers and duties.

• To decide upon applications for membership and suspension or expulsion of members.
• To appoint the Manager and staff of the Society.
• To fix salary ranges for jobs in the Society.
• To determine the rate of interest on savings, deposit and on loans to members and to recommend bonuses or rebates on interest also, dividends on shareholdings consistent with the Act and Regulations.
• To determine the maximum amount which may be lent to a member, with or without security.
• To have charge of investments other than loans to members.
• To fix the amount of the bond or fidelity guarantee required of all financial officers.
• To appoint an Education Committee in accordance with Bye-law 21.
• To designate the bank or banks in which funds of the Society shall be deposited.
• To take all measures to provide for the management of the affairs of the Society for which no provision is specifically made in these Bye-laws.
• To make such rules for the conduct of the affairs in the Society as it may from time-to-time deem necessary and as would not be repugnant or contradictory to the Bye-Laws of the Society. It shall cause a book containing all such rules to be kept open at all times for inspection by members or any person or persons authorized by the Commissioner. All such rules shall be ratified at the General Meeting following their formulation. No such rules shall be valid until ratified by members in a General Meeting and approved by the Commissioner for which purpose three (3) copies shall be forwarded to him.
• To determine a monthly stipend to be paid in relation to travel and subsistence to all officers.
• To appoint an Executive Committee comprising the President, Vice President, Treasurer, and Secretary and to issue its terms of reference.

 

19.   ELECTION OF OFFICERS

• The Board of Directors shall, at its first meeting to be held within fourteen (14) days of the date of each Annual General Meeting, elect from its own members the President, Vice President, Secretary, Assistant Secretary, and Treasurer.
• If the Board of Directors employs a Manager he may perform the duties of Treasurer of the Society and may also perform the functions of Secretary.
• The President of the Society shall on the request in writing of the Commissioner summon a Special Meeting of the Board of Directors at which the Commissioner or his representative shall attend and discuss any matter touching on the affairs of the Society.
• The Commissioner or his representative shall at all times be entitled to a seat at meetings of the Society and to take part in deliberations thereof but shall not vote.

20.   DUTIES OF OFFICERS

A.   President

It shall be the duty of the President to summon and preside at all meetings of members and the Board of Directors, to countersign all cheques, notes and other instruments drawn up by the Society and to perform such other duties as appertaining to his office.

B.   Vice President

It shall be the duty of the Vice President to perform the duties of the President in the event of the absence or disability of that officer and such other duties as may be assigned to him by the Board of Directors.

C.   Secretary And Assistant Secretary

The Secretary shall keep correct records of the meeting of the members and of the Board of Directors. He shall give due notice of all meetings in consultation with the President and in the manner prescribed by the Bye-laws, and shall perform all other duties as may be assigned to him by the Board of Directors. In the performance of his duties, he shall be assisted by the Assistant Secretary.

D.   Treasurer Or Manager

It shall be the duty of the Treasurer or Manager:

• To prepare for the consideration of the Board of Directors and Committees such as budgets and financial or other statements as they may require.
• To sign cheques and other documents of the Society if necessary together with the other persons appointed by the Board of Directors.
• To ensure the safekeeping of the liquid cash, and to deposit within twenty-four (24) hours after receipt, all funds in his possession in the bank or banks prescribed, except such sums as permitted by the Board of Directors. All banking accounts shall be in the name of the Society.
• To serve as the General Manager of the Credit Union under the direction of the Board of Directors.
• To superintend the working of the office and business and to be responsible for the proper and punctual keeping of books, accounts, registers and other documents of the Society.
• To perform such lawful duties as may be assigned to him by the Board of Directors.

21.   EDUCATION COMMITTEE

• The Board of Directors shall at its first meeting after the Annual General Meeting appoint a committee of five (5) persons to be known as the Education Committee. This Committee shall be in charge of publicity and education. The Committee will advise and act in collaboration with the leaders of discussion groups, assist in the provision and maintenance of a library for the use of members of the Society and arrange for the purchase of books and magazines, particularly in relation to the Co-operative Movement.
• The Chairman and Secretary shall be chosen by and from the Committee at its first meeting after its appointment. The Committee shall be empowered to co-opt persons to be members who shall take part in all discussions, but shall not have the right to vote.
• The Committee shall, from time to time, submit to the Board of Directors a requisition to cover the cost of literature, etc., and ensure that the amount allocated is used for the purpose for which it is intended. The use of the books and magazines shall be open to all members, but they shall not be removed from the offices, except with the permission of the Manager.
• The members of the Committee shall meet at least once a month and shall continue to serve until replaced.

22.   LOANS

A.   Interest

The Society shall make loans exclusively to its own members and solely for a provident or productive purpose. Interest on such loans shall be in accordance with the loan policy.

B.   Application

No loan shall be made except on the prescribed application form signed by the member, desiring the loan, showing the name of applicant, date, the amount required, time and method of repayment, the purpose for which the loan is required and security offered if any.

C.   Approval

• No loan shall be made unless approved by a majority of the members of the Credit Committee who are present at the meeting at which the application is considered. If there is a difference of opinion concerning the granting of a loan, the decision shall be arrived at by ballot. The Board of Directors may, appoint Loan Officers from time to time and specify their authority.
• No loan shall be made to a member who is indebted to the Society which results in the member remaining indebted to the Society on two (2) separate loans, neither of which is secured by a mortgage or charge on property owned by the member.

D.   Loans To Officers

No loan to an officer of this Society shall exceed the amount of his holdings in the Society as represented by shares, deposits and accumulated dividends and interest thereon; nor any officer may endorse for borrowers beyond the amount of his holdings as aforesaid; provided, however, that a loan (or an endorsement) in excess of such holdings may be made (or accepted) if approved by the vote of a two- thirds majority of the members of the Board of Directors, Credit and Supervisory Committees all sitting together or with the consent in writing of all the members other than the borrowing officer. A forty-eight (48) hour notice shall apply for the purpose of this meeting.

E.   Limit Of Withdrawal While Indebted

No member may, whilst indebted to the Society or whilst continuing to be liable as an endorser or guarantor for another member, withdraw any money or portion of the money paid in on his shares or deposits so as to leave to his credit in the Society on such shares and deposits a sum which is less than that owed by such member personally or than that sum the subject of the endorsement or guarantee except with the written approval of the Credit Committee.

23.   CREDIT COMMITTEE

• The Credit Committee shall be responsible for the general supervision of all loans to members.
• The Committee shall consist of five (5) members elected by the members at each Annual General Meeting. A Chairman and a Secretary shall be chosen by and from the Committee at its first meeting held within seven (7) days after each Annual General Meeting. The Secretary shall prepare and keep a full and correct record of all actions taken by the Committee.
• The Committee shall meet not less than once a week and in accordance with the policy set down by the Board of Directors. Additional meetings shall be held from time to time, as business may require.
• The Committee shall inquire carefully into the financial position of borrowing members and their endorsers so as to ascertain their ability to repay filly and promptly the obligations assumed by them, and ascertain whether the loan promises to be of benefit to the borrower. The Committee shall determine the terms upon which the loan shall be repaid.
• When there are pending more loan applications than can be granted with the funds available, preference shall be given to applications for smaller loans if the credit factors are nearly equal.

24.   SUPERVISORY COMMITTEE

A.   Duties

The Supervisory Committee shall be the internal auditors of the Society and as such shall have the following powers and duties:

• Make an examination of the affairs of the Credit Union, including an audit of its books at least semiannually and if necessary, have a Special General Meeting convened and submit its report at such meeting.
• Make an annual report of its audit and submit the same to the Annual General Meeting of the members.
• By the unanimous vote of all its members if it deems such action to be necessary to the proper conduct of the Society suspend any Board of Directors or Committee members and have a Special General Meeting convened to act on such suspension. The members present at the meeting may, by a majority vote, sustain such suspension and remove such Board of Directors or Committee members.
• If it deems such action necessary, shall have a Special Meeting convened to consider any matter, which the Committee will submit to the meeting.
• Attest (at least one (1) member) to the monthly statement prepared by the Treasurer or Manager of the Society.

B.

The members of the Supervisory Committee shall keep themselves fully informed as to the financial condition of the Society by examining, at least every six (6) months, the share and deposit accounts and loan balances, the securities, cash and accounts and all application for loans made during the period under examination, satisfy themselves that for each loan proper documents are on file and that each application embodies the purpose for which the relative loan was made and the security offered and bears the approval. At least one (I) member of this Committee shall attest to the Balance Sheet required to be submitted to the Commissioner.

C.   Composition

The Supervisory Committee shall consist of three (3) members to be elected annually by the members at each Annual General meeting, none of whom shall be eligible for service on the Board of Directors or the Credit Committee. No member shall serve for more than three (3) consecutive terms. A member shall become eligible for election again after the lapse of one (1) year. A Chairman and a Secretary shall be chosen by and from the Committee at its first meeting after each Annual General Meeting. Two (2) members shall form a quorum.

25.   GENERAL RULES FOR THE BOARD OF DIRECTORS AND COMMITTEES

A.   Qualification

No person under the age of eighteen (18) years shall be allowed to serve on the Board of Directors, Credit Committee or the Supervisory Committee.

B. Qualification For Officers

• Must be a member of the Credit Union for not less than three years (3) years.
• Must have a minimum shareholding of Twenty Thousand Dollars ($20,000.00). Any Director and/or officer serving presently and not meeting this shareholding criterion shall be given a period of one (1) year, from the approval of this Bye-law, to bring their shareholding to the value herein referred.
• The member must be a fit and proper individual to hold the particular position which he holds or is to hold in accordance with the policies of the Society as determined by the Board of Directors and or the general membership from time to time.

C.   Meetings

The Board of Directors and Committees shall meet as often as the business of the Society may require, but not less than once each month. All Board of Directors or Committee Meetings shall be called on the order of the Chairman for the majority of the members.

D. Quorum

• A majority of members shall constitute a quorum at the Board of Directors or Committee meeting.
• If after half an hour of the time fixed for any Board of Directors or Committee meeting the members present are insufficient to form a quorum, the meeting shall be adjourned by those present to another day and the members absent shall be notified accordingly. The decision of the adjourned meeting shall be final irrespective of the number of members present.

E.   Attendance At Meeting

If any member fails to attend three (3) consecutive meetings of the Board of Directors or Committees without tendering a valid and proper excuse to the satisfaction of the Board of Directors or Committees, his office shall be declared vacant and the vacancy shall be filled by a substitute as provided in Bye-law 14 (g) (ii).

F.   Decisions

Notwithstanding the provisions of Bye-laws 14 (c) and 24 (a) (Hi), other decisions at Board of Directors or Committee meetings shall be made by a majority of the members present and voting. Every member shall have one (1) vote only except that the member presiding, in the event of an equality of votes, shall have a casting vote. No Board of Directors or Committee member shall be present when any matter is being decided and on which he has a direct interest.

G.   Secrecy

All transactions of the Society with its members and all information respecting their personal affairs shall be held in the strictest confidence by all members of the Board of Directors and Committees of the Society.

H.   Responsibility

In their conduct of the affairs of the Society the Board of Directors and Committee members shall exercise the prudence and diligence of ordinary men of business, and shall be responsible for any loss sustained through acts contrary to the law, the regulations, the Bye-laws and any Rules made under Bye-law 18(c) (xii).

I.   Disqualification

A Board of Director or Committee member shall cease to hold office if he:

• Ceases to be a member of the Society.
• Applies for bankruptcy or is declared bankrupt.
• Becomes delinquent.
• Becomes of unsound mind.
• Is employed by the Board of Directors and is in receipt of a salary or wage, provided that the granting to a member of an honorarium or allowance approved by the Board of Directors and by the General Meeting shall not be deemed to disqualify such a member from a seat on the Board of Directors or Committee as the case may be.
• Is convicted of any offense involving dishonesty.

J.   Filling Of Vacancies

Vacancies occurring on the Board of Directors, Credit, and Supervisory Committees shall be filled from the substitutes elected at the Annual General Meeting in accordance with Bye-law 14 (g) (ii).

26.   FINANCIAL YEAR

The Financial Year of the Society shall begin on the first day of January and end on the last day of December each year.

27.   SEAL

The Seal of the Society shall bear legibly engraved on it the registered name of the Society. It shall not be affixed to any instrument except by order of the Board of Directors, as entered on its Minutes and its due application shall be attested by two members of the Board of Directors present at the time. It shall be in the custody of the Secretary.

28.   AUDIT

The Board of Directors shall submit the books of accounts of the Society to the Auditor, appointed by the General Meeting in accordance with these Bye-laws, within two (2) months after the end of the financial year.

29.   AMENDMENTS

• Amendments to these Bye-laws shall be made by a resolution passed at a General Meeting by a three- fourths (3/4) majority of the members present and voting at a meeting specially called for the purpose, or at an Annual General Meeting if prior notice to that effect shall have been given.
• Provided, however, that if a resolution under Bye-Law 29 (i) herein, is not favoured by the required majority of votes, the same resolution may unaltered, be proposed at a Special Meeting convened not less than one (l) month and not later than two (2) months after the General Meeting where it was first proposed and at this Special Meeting the resolution shall be valid and effective if a majority of the members present vote in favour of the resolution.
• A copy of every resolution passed under Bye-law 29 (i) and (ii) herein shall be forwarded to the Commissioner together with three (3) copies of the proposed amendment(s) for his approval.

30.   RESERVE FUND

The Reserve Fund shall be indivisible and no member shall be entitled to any specified share thereof. The Reserve Fund may be used in the business of the Society, only with the approval of the Commissioner for Co-operatives, The Reserve Fund may also be used against bad debts of the Society if approved at a General Meeting and finally approved by the Commissioner.

31.   EDUCATION FUND

The Education Fund shall be used solely for the education and training of the members/staff of the Society .or any other organization or persons who qualify under the Societies Education Policy. The fund shall be administered by the Education Committee under the direction of the Board of Directors.