Special Resolution

Niverville Credit Union Limited

Restated/ Amended Articles of Incorporation & By-Laws

WHEREAS it has become necessary to update the Credit Union’s Articles and By-Laws in view of pending regulatory changes proposed by the Deposit Guarantee Corporation of Manitoba;

WHEREAS the amendments to the Articles are such that it would be efficient to Restate the Articles of Incorporation in accordance with the amendments of the Credit Union and Caisses Populaires Act;

WHEREAS it would be in the best interest of the Members if the amendments to the Articles and By-Laws, and Restated Articles of the Credit Union were adopted to ensure conformity with future regulatory requirements.

1)    BE IT RESOLVED that the Articles of the Credit Union be amended in accordance with the amendment previously made available to the members, and that any one officer or director be and is hereby authorized to file the articles of amendment and any such other documents as may be required to give effect to this resolution;

2)         BE IT RESOLVED THAT the By-laws of the Credit Union be amended to create Restated By-laws in accordance with the amendments previously made available to the members, and that any one officer or director be and is hereby authorized to sign the restated By-laws and bring them into effect as the By-laws of the Credit Union, and to sign any such other documents and take any such other action as may be required to give effect to this resolution;