Rules of


St Albans District Credit Union Limited

 Page 2

MEMBERS’ MEETINGS


Attendance at Members’ meetings


78. Meetings of the Credit Union shall be either an annual general meeting or a special general meeting.  Every Member shall be entitled to attend such general meetings on the production of such evidence as the Board of Directors may from time to time determine.

 

Annual General Meeting


79. The annual general meeting shall be held within six months of the end of the year of account at such date, time and place as the Board of Directors may determine by resolution.


80. The business of the annual general meeting shall comprise:


a) The receipt of the accounts and balance sheet and of the reports of the Board   of Directors and the auditor (if any);

b) The appointment of an auditor (subject to rule 140);

c) The election of the Board of Directors or the results of the election if held previously by ballot;

d) The application of surplus;

e) The transaction of any other business included in the notice convening the meeting.


Notification of Members’ meetings


81. At least 14 and not more than 30 days before the date of a general meeting, the Secretary shall send notice in Writing of the date, time and place of the meeting to each Member.  In addition to the above, the Board may also give notice of any meeting by posting notice in a conspicuous place in a place of business of the Credit Union to which Members have access, including any electronic correspondence or website operated by the Credit Union, at least 14 days prior to the meeting.  Notice in Writing shall be sent to the auditor and to the Association.


82. A notice sent in Writing to a Member’s Address shall be deemed to have been duly served forty eight hours after its posting.  When notice of a general meeting has been given in accordance with these Rules the accidental omission to give notice to any Member or the non-receipt of the notice by any Member shall not invalidate any resolution passed or any business undertaken at the meeting.

Special general meetings called by the Credit Union


83. Any general meeting of the Credit Union other than an annual general meeting shall be a special general meeting.  The Board of Directors or the supervisory committee of the Credit Union may for good reason convene a special general meeting for any purposes not specifically provided for elsewhere in these Rules.



Special general meeting at Members’ request


84. Upon an application, signed by one tenth of the total number of Members, or 100 Members, whichever is the lesser number, delivered to the registered office of the Credit Union, the Board of Directors shall convene a special general meeting of Members.  The purpose of the special general meeting shall be stated in the application and notice of the meeting.  No business other than that stated in the notice of the meeting shall be conducted at the meeting.


85. If within one month from the date of the receipt of the application the Board of Directors has not convened a special general meeting to be held within 6 weeks of the application, any three Members of the Credit Union acting on behalf of the signatories to the application may convene a special general meeting, and shall be reimbursed by the Credit Union for any costs properly and reasonably incurred in convening such a meeting.


86. In order to ensure the continuation of the Credit Union, a special general meeting which results in the removal of one or more Board members from their position, will require any newly elected Officer to apply for, and obtain Approved Person status immediately following their election and before carrying out the function.  A newly elected person refused Approved Person status by the Relevant Authority is required to resign their position immediately and shall no longer be permitted to take an active role in the management of the Credit Union.


Special general meeting called by the supervisory committee


87. If an Officer of the Credit Union has been suspended from office by the supervisory committee using the procedure set out in rule 132 and has not tendered their resignation within 7 days of said suspension then the supervisory committee shall convene a special general meeting of the Credit Union to be held no later than 30 days following the suspension.  If the majority of the Members present at such a meeting so vote by secret ballot they may:


a) Ratify the suspension and remove from office the person so suspended and shall determine the manner in which the vacancy caused as a result of the removal shall be filled.  It shall be ensured that the vacancy is filled following the requirements of these Rules and subject to any regulatory requirements relating to Approved Person status. Any vacancy shall be filled at the meeting;

b) Rescind the suspension;

c) Remove from office any other Officer of the Credit Union (whether or not he or she has been suspended by the supervisory committee) and shall determine the manner in which the vacancy caused as a result of the removal shall be filled and subject to any regulatory requirements relating to Approved Person status shall fill the vacancy at the meeting.


Provided, however, that no person shall be removed from office under this rule without being given the opportunity to be represented  or be heard at a special general meeting of the Credit Union of which he or she shall be given 14 days notice.

Business at a special general meeting


88. A special general meeting shall not conduct any business other than that specified in the notice convening it.  An annual general meeting may be made a special general meeting for any purpose of which due notice has been given, provided that such business is not brought on until the business of the annual general meeting is concluded.

Voting


89. Each Member of the Credit Union shall hold one vote only irrespective of the size of their Shareholding in the Credit Union or the number of accounts held.  The right to vote by a Member shall be held by:


a) In the case of an individual Member; the individual

b) In the case of a partnership or an unincorporated association, the Designated Representative or partner

c) In the case of an incorporated body; the Corporate Representative


90. A Member of the Credit Union may not vote by proxy at a general meeting of the Credit Union.  Postal voting may be used, at the discretion of the Board of Directors, as part of the procedure for the nomination and election of the Board of Directors, supervisory committee and the credit committee (if in existence) of the Credit Union.


91. Elections for the Board of Directors and supervisory committee of the Credit Union shall be conducted by secret ballot unless undertaken prior to the annual general meeting by postal vote.  Except where otherwise specified in these Rules or law, all questions shall be resolved by a simple majority of votes cast.


92. A Member is able to exercise the right to speak and vote at a general meeting of the Credit Union and is deemed to be in attendance when they and all those attending the meeting are in a position to communicate with each other. The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting of the Credit Union to exercise their rights to speak or vote at it including by electronic means. In determining attendance at a meeting of the Credit Union, it is immaterial whether any two or more Members attending are in the same place as each other.

Chairperson


93. Every general meeting shall have a chairperson, who shall not be entitled to vote unless the number of votes cast are equal, at which point he or she shall have a casting vote.  The president of the Credit Union shall, if present, take the chair at general meetings.  If the president is not present, the vice-president shall take the chair and if he or she is not present then the voting members of the Board present shall elect one from their number to do so.

Quorum


94. No business shall be transacted at a general meeting unless a quorum is present.  A quorum shall be 10 per cent of the membership, or 15 Members, whichever is the lesser number.  If within half an hour from the time appointed for the meeting to commence a quorum is not present then the meeting, if convened upon the requisition of Members, shall be dissolved.  In any other case the meeting shall be adjourned until a later date within 30 days of the meeting at which the adjournment took place.  The Members present at a meeting so adjourned shall constitute a quorum.  


95. No meeting shall become unable to conduct business from the want of a quorum arising after the chair has been taken.


Adjournment


96. The chairperson may adjourn any Members’ meeting for any good and sufficient reason.  


97. The provisions relating to the conduct of general meetings of the Credit Union shall apply to adjourned meetings.  No business shall be transacted at such a meeting other than the business left unfinished at the meeting at which the adjournment took place.


NOMINATING AND ELECTING OFFICERS


Nomination for election


98. Subject to rules 107 and 108 of these rules, the Board of Directors will accept nominations for election of Officers of the Credit union. All nominees for election as an Officer of the Credit Union must be Members of the Credit Union and must be at least 18 years of age and:


a) In the case of an individual Member; be the individual

b) In the case of a partnership or an unincorporated association, be the Designated Representative or partner

c) In the case of an incorporated body; be the Corporate Representative


99. Nominations for the Board of Directors, the supervisory committee and the credit committee (if in existence) shall be in Writing and shall be signed by a proposer and a seconder who must also be Members of the Credit Union and also by the nominee to indicate their consent, and their willingness to submit to any requirements of the Relevant Authority.  Nominations shall be sent so as to ensure they reach the registered office of the Credit Union at least 14 days before the date of the annual general meeting where the election shall take place.


100. If, after all of the nominations have been received, there are outstanding vacancies, the chairperson of the meeting may call for further nominations from the floor.  Such nominations, if duly seconded and if the nominee is present and provides their consent, shall be in order.


Nominating committee


101. The Board of Directors may appoint a nominating committee of not less than 3 Members of the Credit Union.  The nominating committee shall ascertain the number of vacant Officer posts requiring candidates and ensure that there is at least one suitable candidate to recommend to the annual general meeting for each vacancy.  In making their recommendation, the nominating committee shall ascertain that the nominee is ‘fit and proper’ to become an Approved Person.  The nominating committee shall adhere to any policy established by the Board of Directors in relation to the suitability of candidates.  The nominating committee shall also be responsible for identifying and recommending potential co-options to the Board of Directors to fill any vacancies.  The Board may delegate powers to the nominating committee to manage applications for Approved Person status.


Election of Officers


102. All elections shall be conducted following such procedure as may be established by the Board of Directors from time to time.


103. If for any election the number of nominees does not exceed the number of vacancies to be filled, a proposal to dispense with the election procedure and to declare that all nominees are duly elected may be proposed to the annual general meeting.  If such a proposal is carried by a majority vote of the Members present at the meeting, the chairperson shall declare that the nominees for that election are duly elected


Prohibition of certain persons as Officers


104. A person who knows of any substantive reason why he or she may not be regarded as ‘fit and proper’ to be authorised as an Approved Person by the Relevant Authority, or who is an undischarged bankrupt, or who is disqualified under the Company Directors Disqualification Act 1986, or has been convicted on indictment of any offence involving fraud or dishonesty, shall not:

a) Act as an Officer of the Credit Union; or

b) Directly or indirectly take part in or be concerned in the management of the Credit Union; or

c) Permit their name to be put forward for election or appointment to any office of the Credit Union.


When a person holding any office in the Credit Union becomes ineligible by virtue of this rule to hold that office, he or she shall immediately cease to hold office.


Terms of office


105. Following the authorisation of the Credit Union all Officers shall retire at the first annual general meeting.  At each subsequent annual general meeting one-third of the Officers, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office.  The Officers to retire shall be the Officers who have been longest in office since their last election.  Where Officers have held office for the same amount of time the Officer to retire shall be decided by lot.  A retiring Officer shall be eligible for re-election.


Board of Directors


106. Subject to Rule 162 of these Rules, at no time shall an employee of the Credit Union be a voting member of the Board of Directors.


107. The Credit Union shall have a minimum of 5 Directors and a maximum as determined by the Members at the annual general meeting from time to time.  Directors shall be elected at the annual general meeting in accordance with these Rules.


108. Designated Representatives or Corporate Representatives of Corporate Members may be elected as a Director. At no time will the percentage of Corporate Members elected to the Board of Directors exceed 33.33.per cent of the total number of Directors declared by the members according to rule 107 of these rules.


109. The Board of Directors has the power, in advance of an election, to propose a recommendation on election of representatives at the annual general meeting to ensure that the Board consists of representatives of all areas, sections and diverse groups covered by the Credit Union.


Election of office holders


110. As soon as possible following the annual general meeting, the Board of Directors shall elect from among its number a president who shall be chairperson, a vice-president who shall be vice-chairperson, a treasurer and a secretary of the Credit Union.  A person so elected shall hold office until the election of their successor.


Casual vacancies


111. A casual vacancy on the Board of Directors shall, as soon as is practicable, be filled by a majority vote of the Directors then holding office.  Such a co-opted Director shall hold office for the remainder of the unexpired term of that office.  The Credit Union shall adhere to the requirements established by the Relevant Authority in respect of obtaining Approved Person status for a co-opted Director prior to them taking up an active role in the management of the Credit Union.


Timing and notification of Board meetings


112. Regular meetings of the Board of Directors shall be held at least monthly, or in accordance with other guidance given by the Relevant Authority.  The date, time and place of such meetings shall be decided from time to time by the Board.  All meetings shall be called in such a manner as the Board shall determine.


113. The president, or in their absence the vice-president, may call a special meeting of the Board of Directors at any time, and shall do so on receipt of a request in Writing signed by at least three Directors.  The president, or in their absence the vice-president, shall determine the date, time and place of such a meeting, unless the Board of Directors prescribes otherwise by resolution.

Quorum


114. No business shall be transacted at a meeting of the Board of Directors unless a quorum is present.  A majority of the number of the Directors in office at any time shall constitute a quorum.  If from the time appointed for the meeting to commence a quorum is not present then the meeting may be adjourned to any date not less than two nor more than 30 days from the day of the meeting at which the adjournment took place.  The quorum for such an adjourned meeting shall be three Directors or such greater number as the Board may determine by resolution.  

Voting at Board meetings


115. Any questions arising at any meeting of the Board of Directors shall be decided by a majority of votes.  Each Director shall have only one vote on any matter provided that the chairperson of the meeting shall have a casting vote in the event of an equality of votes.


Attendance at Board meetings


116. A Director is able to exercise the right to speak at a meeting of the Board of Directors and is deemed to be in attendance when that person and all those attending the meeting are in a position to communicate with each other. The Directors may make whatever arrangements they consider appropriate to enable those attending a meeting of the Board of Directors to exercise their rights to speak or vote at it including by electronic means. In determining attendance at a meeting of the Board of Directors, it is immaterial whether any two or more Directors attending are in the same place as each other.

 Chairing Board meetings


117. Subject to any specific provision contained in these Rules, the president or, in their absence the vice-president, shall preside at meetings of the Board of Directors.  He or she shall perform such other additional duties as directed by the Board of Directors which are not inconsistent with the provisions of the law or of these Rules.


118. If neither the president nor the vice-president is present or willing to act within 15 minutes after the time appointed for the beginning of a Board meeting, the other voting Directors shall elect one of their number to be chairperson of that meeting.


Failure to attend meetings


119. Any Director who, without special leave of absence, fails to attend 3 consecutive  meetings shall, if the Board of Directors so resolve, be deemed to have vacated their office, and the vacancy shall be filled as provided for in rule 111.


Delegation of powers


120. The authority of the Board of Directors resides within a meeting of the Board which has been properly called.  Outside of a Board meeting Director(s) shall only have the specific authority to act in a specified area as may from time to time be delegated within a meeting of the Board of Directors.  In addition, the Board of Directors may delegate any of their powers to committees established as provided for in these Rules.  Committees shall consist of such members of the Board as determined from time to time by the Board and other individuals as the Board think appropriate who shall have clear terms of reference and conform in all respects to these terms, including any requirements regarding reporting to the Board of Directors.


Validity of actions


121. All acts carried out by any meeting of the Board, or of any committees or by any Director acting in pursuance of any authority duly given shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment or qualification of any Director, be valid as if such Director had been duly appointed or qualified.


Responsibilities of Directors


122. Subject to the law and these Rules, the Board of Directors shall manage the general business and control the affairs of the Credit Union and shall be responsible for performing all of the duties ordinarily performed by the Board of Directors.  The Board’s responsibilities include but are not limited to the following:

a) Ensuring that the Credit Union complies with all statutory and regulatory requirements attached to all regulatory permissions held by the Credit Union;

b) Ensuring that the Credit Union operates within the remit of these Rules;

c) Establishing appropriate policies and procedures and systems of control to enable the safe and efficient operation of the Credit Union;

d) Maintaining a working business plan sufficient to enable the development of the Credit Union;

e) Maintaining valid insurance against fraud and other dishonest practices as required by the Relevant Authority, and making any other arrangements necessary or desirable for the protection of the Credit Union and its Members;

f) Employing and determining the terms of employment, remuneration and pension arrangements of such person(s) as the Board of Directors considers necessary for the purposes of the Credit Union;

g) Delegating to employees the authority to establish and perform the operational functions of the Credit Union;

h) Managing the loan business of the Credit Union including determining interest rates on loans;

i) Establishing a policy on declaration of dividend and interest payments;

j) Recommending for approval by the annual general meeting dividends, rebates of interest and, subject to regulatory constraints, the ability to declare interim dividends and differentiated dividend accounts;

k) Establishing the charges payable on any ancillary services, subject to legal and regulatory limits, offered by the Credit Union;

l) Determining the range of financial products that may be offered by the Credit Union;

m) Making decisions in respect of the investment of surplus funds of the Credit Union, in accordance with the law, and restrictions contained in CREDS 3.2, or other rules made by the Relevant Authority;

n) Filling any casual vacancy in the office of auditor, or in any office in the Credit Union, other than the supervisory committee, subject to rules 111and 141;

o) Recommending any honorarium which the treasurer or any assistant treasurer may receive  for their services on behalf of the Credit Union, subject to the approval of the annual general meeting provided that the annual general meeting may not increase the amount so recommended by the Board of Directors;

p) Paying any expenses necessarily incurred by an Officer, delegate or representative of the Credit Union in carrying out the business of the Credit Union;

q) Remunerating necessary clerical and auditing assistance employed or utilised by the supervisory committee;

r) Purchase, hold, lease, sub-lease, rent, sell, mortgage, manage and develop property and land required for the purpose of conducting the business of the Credit Union thereon , but for no other purpose,  acquire, erect, pull down, repair, alter, remove or re-erect buildings, walls and fences on such land; and otherwise deal with such land and property and any rights and interest on behalf of the Credit Union;

s) Borrow money for the Credit Union subject to any regulatory limits;

t) Determine the authorised bank(s) for the deposit of funds of the Credit Union and the signatories to cheques and other written instruments on behalf of the Credit Union;

u) Make provision of the adoption and custody of the seal of the Credit Union, if appropriate;

v) Remove from office Officers and sub-committee members, except members of the supervisory committee, for failure to perform their duties or breach of these Rules;

w) Suspend any or all of the members of the supervisory committee as provided for by rules 133 and 134;

x) During the absence or incapacity of any Officer, co-opt another Member of the Credit Union to act temporarily in their place, provided that such appointment shall cease upon the resumption by such Officer of their duties;

y) Keep proper books of account with respect to the financial transactions of the Credit Union, it assets and liabilities;

z)      Submit the accounts of the Credit Union for audit as required;

aa) Establish and terminate such sub-committees as it deems necessary from time to time to facilitate the operations of the Credit Union; define and amend their terms of reference  and appoint and remove members of such committees;

bb) Make arrangements for annual general meetings, Board meetings and other meetings as appropriate from time to time;

cc) Convene a special general meeting whenever thought fit;

dd) Administer any fund set aside out of the surplus or profit of the Credit Union;

ee) Perform or authorise any action consistent with law, regulation and these Rules not specifically reserved to the Members by law, regulation or these Rules;

ff) Take all such actions as may be required to ensure that the Credit Union complies with legislation, regulation and policies relating to the prevention of money laundering;

gg) Take appropriate steps to assure the security and integrity of any information technology systems used by the Credit Union, including ensuring that the Credit Union complies with data protection law and policies;

hh) Perform such other actions consistent with the law, regulation and these Rules as the Members in general meeting may from time to time require.

Vacation of office


123. Elected and co-opted Officers serving the Credit Union shall immediately cease to hold office or committee position if:

a) They cease to be a Member of the Credit Union;

b) They are performing a controlled function and their Approved Function status is withdrawn by the Relevant Authority;

c) They are adjudged bankrupt or make an arrangement with their creditors;

d) They are prohibited from acting as an Officer of the Credit Union as per rule 104;

e) A registered medical practitioner who is treating that person gives a written opinion to the Credit Union stating that the person has become physically or mentally incapable of acting in their position and may remain so for more than three months;

f) By reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

g) They resign their office in Writing to the Secretary or to the president or to the supervisory committee;

h) They are deemed to have vacated their office in accordance with rule 119;

i) They are removed by a resolution of a majority of the Members of the Credit Union present at a special general meeting called for that purpose by the Board of Directors or by the supervisory committee or by the Members provided that such an Officer shall be given at least 14 days notice of the meeting and of the intention to remove him or her from office;

j) For as long as it remains a condition of ABCUL membership, they become an employee of the Credit Union;

k) They, or their spouse or partner, are engaged in a managerial capacity in the carrying on of any business, trade or undertaking which in the opinion of the Board competes in any way with any business, trade or undertaking carried on by the Credit Union;

l) They, or their spouse or partner, are concerned in or participate in the profits of any contract made with the Credit Union except as a non-managerial member or employee of any society or company which contracts with or does work for the Credit Union.


Payment of expenses and honoraria


124. For as long as it remains a condition of ABCUL membership, no member of the Board of Directors, nor any member of a committee of the Credit Union, shall be paid for their services other than such reasonable out of pocket expenses as may be approved by a majority vote of the Board of Directors.


125. At the end of the year of account, the treasurer and any assistant treasurer may receive such honoraria as may from time to time be approved, prior to the payment

of such remuneration, by a resolution of the Members at the annual general meeting.




CREDIT COMMITTEE AND LOAN OFFICER


Roles and responsibilities


126. The Credit Union shall have a credit committee which shall remain in existence until a majority of the Members, at the annual general meeting, vote in favour of a proposal from the Board of Directors to disband it.


127. The Board of Directors shall set the terms of reference of the credit committee.  The credit committee may include one member of the Board of Directors of the Credit Union appointed by the Board; the remaining number shall be elected in accordance with the provisions of these Rules.


128. The credit committee shall be responsible for monitoring the Credit Union’s loan business, loan assessment and making recommendations on policy changes to the loan and credit control policies for agreement by the Board.  The credit committee, with the permission of the Board of Directors, shall have the power to delegate operational aspects of their work to one or more loan officer(s).  Any delegation shall clearly outline the specific limits which the loans officer(s) can operate.


SUPERVISORY COMMITTEE


Roles and responsibilities


129. The Credit Union shall have a supervisory committee.  The Board of Directors and the supervisory committee shall agree the Terms of Reference of the supervisory committee.  Members of the supervisory committee shall not be members of the Board of Directors, or any other permanent committee of the Credit Union, or be employed by the Credit Union, and shall be elected in accordance with the provisions of these Rules.


130. If a vacancy occurs on the supervisory committee its remaining number shall have the power to co-opt a replacement for the remaining term of office.  The supervisory committee shall be notified of all meetings of the Credit Union and be entitled to attend such meetings, including meetings of the Board of Directors of the Credit Union.  The supervisory committee shall report each year to the annual general meeting.


131. The supervisory committee has the power to recommend to the Board that the internal audit function be outsourced.  The supervisory committee shall be responsible for ensuring that the internal audit function is performed in accordance with prescribed terms of reference.  



Suspension from office


132. The supervisory committee may, by a unanimous vote of the entire membership at a special general meeting called for the purpose, suspend from office any Officer of the Credit Union who, in the opinion of the supervisory committee is guilty of a persistent or serious breach of the law in relation to the Credit Union, these Rules or the policies laid down by the Board of Directors.  Whether or not it suspends any Officer, the supervisory committee may by unanimous decision convene a meeting of the Board of Directors or a special general meeting of the Credit Union to consider such an action, at which meetings such Officer(s) shall be given an opportunity of state their case and/or be represented.


Suspension from the supervisory committee


133. The Board of Directors may, by a majority vote of the entire membership of the Board at a special meeting called for the purpose, suspend from office the supervisory committee or any of its members, for any grave and sufficient reason.


134. Whenever a member(s) of the supervisory committee has been suspended from office under the preceding rule, and within 7 days of said suspension has not submitted their resignation, the Board of Directors shall convene a special general meeting of the Credit Union to be held not later than 30 days after the suspension.  If a majority of the members present at such a meeting so signify by secret ballot they may:


a) Ratify the suspension and remove from office the person so suspended and shall determine the manner in which the vacancy caused by the suspension shall be filled, and shall fill the vacancy at such meeting;

b) Rescind the suspension;

c) Remove from office any other Officer of the Credit Union (whether or not he or she has been suspended by the Board of Directors) and determine the manner in which the vacancy caused by the removal shall be filled.  


Provided, however, that no person shall be removed from office under this rule without being given an opportunity of being represented or being heard at a special general meeting of which he or she shall be given 14 days notice in Writing


Continued on Page 3

Rules P3

St Albans District

Credit Union


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St Albans District Credit Union is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority

  


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