Niverville
Summary of Changes
Overview of Niverville Credit Union By-Law Amendments
Overall purpose is to update Niverville Credit Union By-laws to accord with changes introduced by the amended Act; and to ensure Niverville Credit Union By-laws are consistent with current operating practices.
Recently, the Province of Manitoba proclaimed Bill 22 into force. Bill 22 consisted of amendments to the Credit Unions and Caisse Populaires Regulations. The Niverville Credit Union Governance Committee undertook a review of the NCU By-Laws to:
- Incorporate changes to the amended CU &CP Act into the credit union by-laws
- Ensure that NCU by-laws are consistent with current operating practices.
The two significant changes to the by-laws are:
- Electronic meetings of members and electronic voting are now allowed.
- Appointed Directors (subject to maximum number) are now allowed.
Streamlining the flow of the by-laws by combining The Table of Particulars and Schedules A-C and incorporating the text of the TOP into the by-laws.
The other changes are more centered around providing clarity to existing sections.
Table of Contents [NEW]
[Former Table of Particulars and Schedule A,B,C] were restructured into the appropriate sections of Amended Niverville Credit Union By-Laws
Section 1 – Interpretation
1.01(a) Definition of “appoint includes elect” deleted
1.01(a) Definition of “district meeting” deleted
Section 2 – Offices and Records
2.03 Information Available to Members, this section was amended
2.04 Access to Records [NEW], contents from former 2.03 (b) was amended
2.05 Information Not Available to Members [NEW], contents from former 2.03 (a) was amended
Section 3 – Shares
3.04 Surplus Shares
Quantified the maximum amount of annual surplus shares to be paid out as dividends
Section 4 – Membership and Associates
4.13 to 4.22 [Former Schedule A was added to create these sections]
4.01 [Former Section 4.01 was amended] section was divided into [NEW] sections
4.01 Method of Applying for Memberships
4.02 Conditions of Membership
4.03 Qualifications of Membership
4.10 Rights of Members [NEW]
4.14 Method of Applying for Associate Status was amended
4.15 Conditions of Associate Status was amended
4.16 Qualifications of Associate Status was amended
Former Schedule A section 1.06 was deleted
Former Schedule A section 1.10 was deleted
Section 5 – Meetings of Members and Voting
5.01 Meetings [NEW] [Former By-laws]
5.06 [Former Section 5.06 District Meetings] was deleted, not applicable to NCU
5.07 (a) Notice of Meeting, sentence [notice of meetings shall be provided in accordance with the Act] was deleted
5.14 Voting Eligibility [NEW]
5.15 Method of Voting at a Meeting [Former Schedule B was added to create this section]
5.15 (c) Method of voting at a meeting [Former Schedule B section 1.03] was amended
5.15 (d) Method of voting at a meeting [Former Schedule B section 1.04] was amended
[Former Schedule B section 1.05 (e) was deleted] referred to holding simultaneous meeting of members at two or more locations, not applicable to NCU
5.20 Electronic Meetings [NEW]
Section 6 – Directors, Committees and Officers
6.01 Number of Elected Directors [Former 6.01 was titled Number of Directors]
6.02 Appointed Directors [NEW]
6.03 Qualifications of Directors [Former Table of Particulars 6.02]
[Former Section 6.03 District Elections] was deleted, not applicable to NCU
[Former Section 6.03 g) “The spouse or common law partner of an employee, or the parent, child, grandparent or sibling (or the spouse or common law partner of any of the foregoing) of an employee” was removed from the by-laws and added to the Nomination Procedures.
6.04 Director Compliance [NEW]
6.05 Confidentiality and Conflict of Interest [NEW]
6.06 Knowledge and Experience of Appointed Directors [NEW]
[When a credit union elects to have appointed directors, this provision must be included]
6.07 Election and Term [Former Section 6.04 was amended]
[Former Section 6.04 (a & c) deleted]
6.08 Term of Appointed Directors [NEW]
[When a credit union elects to have appointed directors, this provision must be included]
6.09 Successor [NEW]
[When a credit union elects to have appointed directors, this provision must be included]
6.10 Governance Committee and Nominations [Former Section 6.05]
[Former Schedule C was added]
6.10 (b)(iii) was amended to read “in accordance with the Governance Committees Terms of reference” instead of listing committee’s functions
6.10 (b)(iv) was amended to read “nomination process” and deleted ”deadline for receipt of nominations”
6.10 (b)(v) was amended, verbiage has a clearer understanding
6.10 (c)(iii) addition allowing the use of corporate advisors [NEW]
6.10 [last paragraph] “to establish deadlines” was replaced with “in the nomination process”
6.11 Removal of Directors [NEW]
6.12 Filling Vacancy of Elected Directors [updated title for clarity no other change to section]
6.13 Filling Vacancy of Appointed Directors [NEW]
6.14 Meeting of Members to Fill Vacancy [updated title for clarity no other change to section]
6.17 Electronic Participation [NEW]
6.29 Electronic Meetings [NEW]
Section 7 – Indemnity of Directors and Officers
7.01 Indemnity [NEW]
7.02 Insurance [NEW]
Section 8 – Notices
Former Section 7 - No change
Section 9 – Amendment to these By-laws
9.01 Amending the By-laws [NEW]
Overview of Niverville Credit Union Articles of Incorporation Amendments
Overall purpose is to update Niverville Credit Union Articles of Incorporation to accord with changes introduced by the amended Act; and to ensure Niverville Credit Union Articles of Incorporation are consistent with current operating practices.
Schedule “C”
Section 8 – Share Rights – Class “A” Preference Shares
The articles are amended by repealing Section 8.13 of Schedule “C” and replacing it with the following:
8.13 – Dividend Rate
The annual dividend rate on the Class “A” preference shares shall be set by the Board of Directors from time to time.