2022 Member Material - Meridian Credit Union

Page created by Antonio Cox
 
CONTINUE READING
2022 Member Material - Meridian Credit Union
Meridian Credit Union Limited

2022
Annual General Meeting

Member Material

                                1
2022 Member Material - Meridian Credit Union
Table of Contents                                    Page

AGM Agenda                                           04

Meeting Protocol                                     05

Member Resolutions                                   07

2021 AGM Minutes                                     08

Audit & Finance Committee Report: Fiscal Year 2021   13

The Rights of Members at Annual General Meetings     14
- Excerpts from the CUCPA and Meridian’s By-laws

                                                            2
Notice of Annual General Meeting

Notice is hereby given that the 2022 Annual General Meeting of Meridian Credit Union Limited will be
held on Thursday, April 21, 2022 at 6:00 p.m. at the Meridian Arts Centre, 5040 Yonge Street, North
York, Ontario. Members will also be able to participate by live webcast (see http://www.meridiancu.
ca/AGM for details). Members who wish to participate online are asked to send a request by email
to AGM@meridianCU.ca and Members who wish to use teleconference are asked to call 1-866-592­
2226 for further instructions.

The meeting will be held for the purpose of:
a. receiving the reports of the Board Chair and the Audit & Finance Committee Chair;
b. considering and approving the financial statements for the fiscal year ended December 31, 2021,
   with the auditors’ report thereon;
c. appointing the auditors for the fiscal year ending December 31, 2022;
d. announcing and introducing the Directors elected by acclamation; and
e. considering such other matters as may properly be brought before the meeting.

Documents Available for Review

The audited financial statements, as well as the reports of the Audit & Finance Committee and the
Auditor will be available at www.meridianCU.ca as of April 11, 2022. They will also be available at the
offices of Meridian Credit Union.

Dated at St. Catharines, Ontario this 17th day of March, 2022.
On behalf of the Board of Directors
Sunny Sodhi, Corporate Secretary

                                                                             Trademarks of Meridian Credit Union Limited.
                                                                            TM

                                                                                                                       3
Meridian Credit Union Limited
Annual General Meeting
April 21, 2022 6:00pm

Agenda

1.   Welcome                                   Karen Farbridge

2.   Opening Prayer

3.   Notice of Meeting                         Karen Farbridge
     Registration & Quorum
     Meeting Overview, Ground Rules & Agenda

4. Reports
   • Board of Directors Report                 Karen Farbridge
   • Financial Report                          Tara Daniel
   • Audit & Finance Committee Report          Bruce West
   • CEO Report                                Jay-Ann Gilfoy

5. Approval of Audited Financial Statements    Karen Farbridge
   and Appointment of Auditors

6. Director Elections                          Sunny Sodhi
   Recognition of Departing Directors          Karen Farbridge

7.   Member Questions                          Karen Farbridge

8. Wrap Up                                     Karen Farbridge

9. Meeting Termination

                                                                 4
Meeting Protocol

The Board Chair is responsible for the orderly conduct of the meeting. Please ensure you comply with
the Board Chair’s instructions throughout the meeting.

A. Voting At the Meeting

•   Only verified Members attending in person or participating by live webcast can vote on
    resolutions (Members joining by teleconference cannot vote).
•   Voting in person at the AGM will be done by a show of hands.

To vote through the PRIVATE AGM online site for verified Members:

•   A resolution will appear on the right side of your screen - this is the voting window. Click on your
    selection and click “Send” to submit your vote.

•   The results of the vote will be announced during the AGM

                                                                                                           5
B. Submitting Questions During the Meeting

Meridian will have a Member Question period at the end of the AGM where Members can ask
questions relevant to the business of the AGM.

Only Members or valid proxyholders may address the meeting.

For Members attending in person:

•   To gain recognition, please go to the microphone in the aisle nearest to you.
•   State your name and confirm that you are a Member or proxyholder.
•   Please take no more than two minutes to state your comment or question, ask only one question
    each time you are recognized and keep all remarks relevant to the business of the meeting.
    Additional questions from the same speaker may be recognized after we have heard from others
    who are waiting to speak.
•   Any Member with further questions is welcome to follow up with a Meridian Designated
    Spokesperson following the meeting.

For Members participating through the PRIVATE AGM webcast:

•   Click on the icon of the person with a raised hand in the top left of the Webcast screen.
•   Type the question into the field and click “Submit”. Please include your name and Meridian
    branch.
•   Members can submit a question through the private AGM webcast at any point during the AGM.

•   The Corporate Secretary will read questions aloud during the Question & Answer period.
•   If there are more questions than time permits, outstanding questions received through the
    webcast will be responded to by individual emails.                                              6
Member Resolutions
The following resolutions will be submitted for a vote by Meridian Credit Union’s Members (see
Meeting Protocol):

1.   Adoption of the Agenda
     The Agenda of the 2022 Annual General Meeting will be presented for adoption. The Agenda is
     presented on page 4 of the Member Material.

     Members will have the opportunity to vote on the following resolution:
     ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT the Agenda of the
     2022 Annual General Meeting of Meridian Credit Union, as included in the Member Material, be
     adopted.

2.   Approval of the Minutes of the 2021 Annual General Meeting
     The minutes of the 2021 Annual General Meeting will be presented for approval. Meridian’s
     practice is not to read the minutes at the meeting or review them in detail. They are presented for
     adoption as printed in the Member Material on pages 9 – 13.

     Members will have the opportunity to vote on the following resolution:
     ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT the Minutes of the
     2021 Meridian Credit Union Limited Annual General Meeting, be approved, as presented.

3. Receiving the Consolidated Audited Financial Statements
   Meridian’s Consolidated Audited Financial Statements for the fiscal year ended December 31,
   2021 will be presented at the AGM. You will find these Consolidated Audited Financial Statements
   and associated annual Management’s Discussion and Analysis (“MD&A”) in Meridian’s 2021
   Annual Report, which will be posted on its website (https://www.meridiancu.ca/about-meridian/
   corporate/governance/corporate-reports) by April 11, 2022. Members will have an opportunity to
   ask questions about the financial statements at the AGM.

     Members will have the opportunity to vote on the following resolution:
     ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT the Audited
     Consolidated Financial Statements of Meridian Credit Union Limited for the year ended December
     31, 2021, together with the Report of the Auditor, be approved.

4. Appointment of Auditors
   Meridian’s Audit & Finance Committee annually reviews and recommends to Meridian’s Board
   of Directors (the “Board”) the appointment of the external auditors of Meridian and it has
   recommended to the Board that PricewaterhouseCoopers LLP (“PwC”) be re-appointed as
   external auditors of Meridian.

     The Board recommends the re-appointment of PwC LLP, Chartered Professional Accountants,
     Toronto, Ontario as the auditors of Meridian Credit Union Limited to hold office until the close
     of the next annual meeting of Meridian at such remuneration as may be fixed by the Board.
     Representatives of PwC will be at the meeting and can respond to questions.

     Members will have the opportunity to vote on the following resolution:
     ON MOTION DULY MADE, SECONDED, AND CARRIED, BE IT RESOLVED THAT
     PricewaterhouseCoopers LLP, be appointed as Meridian Credit Union Limited’s auditors for the
     fiscal year 2022 at such remuneration as may be fixed by the Board of Directors.                      7
2021 AGM Minutes
Minutes of the 2021 Annual General Meeting of the Members of
Meridian Credit Union Limited Held by Virtual Means, Webcast & Teleconference,
Tuesday, April 27, 2021 at 6:00 pm.

PRESENT:                                           AGENDA

As evidenced by the registration lists, 100        ON MOTION DULY MADE, SECONDED, AND
Members of the Credit Union and 32 guests were     CARRIED, IT WAS RESOLVED that the Agenda of
reported logged into the AGM via webcast.          the 2021 Annual General Meeting of Meridian
                                                   Credit Union Limited, as included in the AGM
The Board Chair, Ms. Karen Farbridge, acted as     Member Material, be adopted.
Meeting Chair and called the meeting to order.
                                                   REPORT OF THE BOARD OF DIRECTORS
The Meeting Chair emphasized the importance
of the democratic process to the future of the     The Meeting Chair presented the Report of
credit union, inviting active participation from   the Board of Directors and acknowledged
Members via webcast.                               the impacts of the COVID-19 pandemic. The
                                                   Meeting Chair noted the Board actions taken to
REGISTRATION AND NOTICE OF MEETING:                transition to a virtual environment, monitoring of
                                                   developments through additional reporting and
The Meeting Chair advised that the notice of the   meetings and focusing on risk management and
meeting had been duly given to Members and         the health and safety of employees. Highlights
published in accordance with the credit union's    included the Board’s ongoing commitment to
By-laws. The Meeting Chair further announced       diversity and inclusion, noting that for the 2021
that a quorum was present, and therefore           Board year, the Board has achieved gender
declared the meeting to be duly constituted for    parity. The Meeting Chair noted several Board
the transaction of business.                       initiatives including the Meridian Donation
                                                   Match Program led by the Board to support
REGISTRATION AND MEETING OVERVIEW:                 vulnerable communities across Ontario affected
                                                   by COVID-19.
A warm welcome was extended to all
participants. The Meeting Chair identified the     The Meeting Chair expressed appreciation to the
contents of the electronic AGM Member Material     Board of Directors, Management, all employees,
(including the 2020 Annual Report) available to    and the Membership.
each Member through the webcast or Meridian’s
website as a guide for the virtual AGM. She
introduced the panel and members of the Board
of Directors. A brief overview of the agenda was
provided.

                                                                                                    8
REPORT ON FINANCES                                  CEO’S REPORT

The Chief Financial Officer, Ms. Tara Daniel,       The President and Chief Executive Officer,
presented a financial overview of 2020,             Mr. Bill Maurin, provided his report, which
specifically referencing 2020 financial             highlighted 2020 achievements as well as
results. She highlighted continued growth in        challenges and opportunities.
total revenue, Membership base, and total
relationships. The Chief Financial Officer          The President and Chief Executive Officer
commented on the lower growth of 2020 when          commented on how Meridian addressed the
compared against 2019 growth, as a result of        challenging environment resulting from the
the challenges caused by the pandemic. She          COVID-19 pandemic, noting the various efforts
noted that capital and liquidity levels remained    to support Members through payment relief and
strong at year-end. Investment continued            support programs, education on government
in new products and services such as Price          programs, financial assistance and planning.
Drop, Hybrid mortgage, Friends and Family           The President & Chief Executive Officer noted
mortgage, increased skip-a-payment frequency        Meridian’s focus on adapting operations to
and Meridian’s Raise the Rate GIC. The Chief        address the health and safety of both employees
Financial Officer commented on the increased        and Members, leveraging technology and
provisions for expected credit losses being         increased use of digital channels such as
directly attributable to the expected impacts of    dedicated telephone lines for seniors and
the pandemic on future loan performance. She        another for skip-a-payment processing, and
also provided updates on the performance of         increasing staff to support online and telephone
Meridian’s subsidiaries, Meridian OneCap and        banking. The President & Chief Executive Officer
motusbank.                                          announced key projects for business Members
                                                    including a strategic partnership with Meridian
AUDIT & FINANCE COMMITTEE REPORT                    Credit Union and Thinking Capital to expand
                                                    small business solutions within Ontario, and the
Mr. Bolton, the Audit & Finance Committee Chair,    Commercial Owner-Occupied Lending program.
presented the Audit & Finance Committee’s           Further, he commented on Meridian’s focus on
Report to the Membership, noting that the           larger multi-year strategic initiatives such as
Committee had fulfilled its required duties         the redesign of the organization’s retail lending
under the Credit Unions and Caisses Populaires      platform, implementation of a new relationship
Act, Meridian’s By-laws and Board policies. He      management system, and upgrade of its
also referenced PwC’s Audit Opinion and its         credit card platform to better serve Members.
results, noting that there were no reportable       The President & Chief Executive Officer also
matters that were required to be disclosed to the   highlighted Meridian’s enhancements to internal
Membership or regulators. The Audit & Finance       systems such as its human resource technology
Committee Chair noted the Committee met five        and financial systems platform.
times during the year and fulfilled its mandate.
He thanked Management, staff and fellow             The President and Chief Executive Officer
Committee members for their contribution,           concluded his report, noting that Meridian will
concluding with departing remarks on his            continue to focus on diversity and inclusion
decision to not run for re-election.                within the workplace, digital initiatives and
                                                    partnerships to better understand Member
                                                    needs, efficient utilization of branches, and a
                                                    continued adaptive mindset to the changing
                                                    environment.
                                                                                                      9
APPROVAL OF MINUTES 2020 AGM; APPROVAL               Ms. Carol Hunter, the Nominating Committee
OF THE AUDITED FINANCIAL STATEMENTS FOR              Chair, expressed appreciation to the Nominating
THE YEAR ENDED DECEMBER 31, 2020; and                Committee and welcomed the new and
APPOINTMENT OF AUDITORS                              returning Directors to the Board.

ON MOTION DULY MADE, SECONDED, AND                   The Meeting Chair closed by stating her
CARRIED, IT WAS RESOLVED that:                       appreciation to Ken Bolton as a departing
                                                     Director, having been elected in 2015.
a. the Minutes of the 2020 Annual General
   Meeting of Members, held on Thursday, April       OPEN QUESTION FORUM
   23, 2020, be taken as read and approved;
b. the Audited Consolidated Financial                The Meeting Chair opened the webcast to
   Statements of Meridian Credit Union Limited       questions from the general Membership.
   for the year ended December 31, 2020,
   together with the Report of the Auditor, be       A Member asked why Meridian decided to
   approved; and                                     remove all the printers from the Niagara
c. PricewaterhouseCoopers LLP, be appointed          branches during the COVID pandemic. Mr.
   Meridian’s auditors for the fiscal year 2021      Maurin clarified that the passbook printers were
   at such remuneration as may be fixed by the       a legacy item with a tendency to break down
   Board of Directors.                               and a cost to maintain. Great consideration
                                                     has been given to discontinuing the passbook
ELECTION RESULTS                                     printers for some time, factoring the reduced
                                                     in-branch transactions and difficulty in
The Returning Officer, Mr. Sunny Sodhi, provided     maintaining the passbook printers. Mr. Maurin
a summary of the Director nominations and            acknowledged that the removal is an adjustment
elections. He confirmed that there were              for a number of Members and highlighted the
four vacancies to be filled, with 62 valid           benefits of receiving real-time balances through
applications received by the Returning Officer.      services such as online banking.
The Nominating Committee was assisted by
an external advisor, Odgers Berndtson, in            A Member asked Management to comment
reviewing and assessing the large number of          on the decision to make the St. Catharines
applications and in determining a short list of      Ridley Branch an advice-only centre and asked
the top candidates to be interviewed by the          when it would resume full service. Mr. Maurin
Committee. In accordance with Board policy,          commented that the advice-only branches were
the Nominating Committee recommended                 a tactic initially employed on a temporary basis
to the Membership the four most qualified            for some locations to manage the health and
candidates to complement Meridian’s existing         safety risk of the pandemic, further noting that
Board members. The candidates that did not           Management continues to assess operating
receive the Committee’s recommendation were          needs and Member behaviour patterns. Mr.
provided the opportunity to remain on the ballot,    Maurin noted that with respect to the St.
but all chose not to proceed with their candidacy    Catharines Ridley branch, there are several
resulting in the four recommended candidates         other full-service branches located within a
being acclaimed to Meridian’s Board.                 short distance. Mr. Maurin commented that the
                                                     advice-only branches will remain as such as
The four candidates were: Mr. Ian Cunningham,        Meridian continues to evaluate Member needs,
Ms. Karen Farbridge, Ms. Suanne Nielsen, and         transaction volumes and how branches are
Mr. P. Bruce West, each of which will serve three-   utilized.
year terms.
                                                                                                    10
A Member asked if guaranteed rates of return         A Member observed that several branches
on investment shares are at risk with interest       have been operating without branch managers
rates being so low. Ms. Daniel commented             and asked if Meridian will be replacing these
that Meridian considers multiple factors when        vacancies. Mr. Maurin commented that the
evaluating repricing for various share issuances,    vacancies are the result of a combination of
including the position of the yield curve and        factors, one of which is actual job vacancies
share issuances from other financial institutions.   that Meridian aims to fill, and the other factor
Ms. Daniel commented that Meridian repriced          being that there are some branch locations
two share issuances during the fourth quarter of     where one manager oversees two locations.
2020, both of which were repriced at competitive     Mr. Maurin further explained the operational
rates. Ms. Daniel further noted that with a          model of having one branch manager
rising yield curve at this time, Meridian does not   responsible for a primary branch location with
anticipate seeing significant changes, however       larger servicing requirements and a secondary
noted it is subject to change depending on the       smaller location with a smaller Membership
economic environment.                                base. Mr. Maurin noted this operational model
                                                     is a part of Meridian’s overall branch network
A Member asked if Management was concerned           assessment, considering changing Members’
with Canada’s overheated housing market,             needs and the potential impact to the square
and how Meridian was protecting itself               footage and staffing and servicing models for
against sudden market corrections, ensuring          branch locations. Mr. Maurin commented that
business isn’t negatively impacted. Mr. Maurin       it is becoming more prevalent and possible to
commented that Meridian continuously monitors        have one branch manager oversee two locations
the market through many organizational               as transaction volumes reduce in particular
perspectives. Mr. Maurin noted that the              branches and Meridian will continue to assess
economy is in the midst of a demand shift            the overall framework.
regarding how and where people are looking
to live which will probably continue for some        A Member asked Management to comment
time. Mr. Maurin noted that Meridian has an          on the way branch managers are utilized
exceptional portfolio performance regarding          during the pandemic with oversight of multiple
retail mortgages in part due to the underwriting     branches and the potential impact to Members.
approach taken that supports Member needs            Mr. Maurin noted there was nothing further to
while managing organizational risk and balance       comment on beyond what he had shared from
sheet performance. Mr. Maurin commented              the previous question. Mr. Maurin noted that
on Meridian’s continued attention to the rise in     Meridian operates in a fast-paced industry in
housing values in the current environment, and       terms of consumer preferences and the need
ensuring Meridian applies appropriate stress         for operating models to change in response. Mr.
testing parameters, as well as transactional         Maurin noted that with any decisions, Member
level, and portfolio management controls, to         service remains Meridian’s utmost consideration.
both protect Members and the organization.

                                                                                                   11
A Member asked if Credit Union Member              CONCLUSION
accounts are insured by a provincial insurer
and whether Members’ money is secure. Mr.          There being no further business, the Chair
Sodhi commented that the Financial Services        adjourned the meeting at 7:10 p.m.
Regulatory Authority of Ontario provides
deposit insurance at Meridian and all Ontario
credit unions. Mr. Sodhi noted that the deposit
insurance is very strong, and Meridian is
confident that money held at Meridian and all
Ontario credit unions are very well secured with
this deposit insurance.

The Chair concluded the Question and Answer
period.

                                                                                                12
REPORT OF THE AUDIT & FINANCE COMMITTEE
TO THE MEMBERSHIP OF MERIDIAN CREDIT UNION
FISCAL YEAR 2021

Pursuant to section 125 of the Credit Unions and Caisses Populaires Act, 1994 (the “Act”), Meridian
Credit Union has established an independent Audit & Finance Committee (“Committee”) composed
of five members of the Board of Directors. During 2021, the Committee met on five occasions, and at
least once in every quarter, in compliance with the Act. The Committee’s mandate is comprehensive,
and includes those responsibilities as prescribed under the Regulations to the Act and Meridian’s
internal By-laws and Board Policies. A summary of significant responsibilities includes:

•   Reviewing the financial statements, internal controls, accounting policies, reporting procedures
    and reporting systems of the Credit Union;
•   Reviewing the Credit Union’s financial performance relative to key performance indicators;
•   Ensuring the integrity of financial reporting;
•   Overseeing the Credit Union’s annual budget, capital plan and multi-year financial projections;
•   Providing oversight over the internal and external audit processes;
•   Managing the audit relationship with the external auditor;
•   Monitoring the independence of the external auditors including overseeing the approval of Audit
    and Non-Audit services provided by external auditors;
•   Overseeing the reporting relationship for the Chief Audit Executive;
•   Reviewing and recommending to the Board enhancements and required updates for the
    following Board Policies for the Credit Union: Dividend, Capital Management, and Class A Share
    Subscription;
•   Monitoring compliance with established thresholds or limits required under the Credit Union’s
    Board Policies; and
•   Overseeing the preparation of Meridian’s audited financial statements in accordance with
    International Financial Reporting Standards and applicable auditing standards.

From the information provided, the Committee makes recommendations to the Board of Directors or
senior management, as appropriate, and requests follow up to ensure that the recommendations are
considered and, if adopted, implemented.

The Audit & Finance Committee is pleased to report to the Members of the Credit Union that under the
requirements of the Act, we are fulfilling our mandate. The Committee has a particularly significant
role to play in protecting the interests of the Members of the Credit Union. In fulfilling its mandate, the
Committee receives full co-operation and support from Management to enable it to play an effective
role in improving the quality of financial reporting to the Members and enhancing the overall control
structure of the Credit Union.

There are no significant recommendations made by the Committee that have not been implemented
or are not in the process of being implemented. In addition, there are no matters that the Committee
believes should be reported to the Members, nor are there any further matters that are required to be
disclosed pursuant to the Act or Regulations thereto.

Respectfully submitted by the Audit & Finance Committee.

Bruce West, Chair – April 11, 2022                                                                       13
The Rights of Members at Annual General Meetings
- Excerpts from the CUCPA and Meridian’s By-Laws
Credit Unions and Caisses Populaires Act, 2020 (“CUCPA”)

97. (1) The board shall manage or supervise the management of the business and affairs of the credit
union and shall perform such additional duties as may be imposed under this Act, the regulations or
the Authority rules respecting credit unions, or the by-laws of the credit union.

98. (1) The board may pass by-laws governing the conduct of the affairs of the credit union.

100. (1) A by-law is not effective until it is passed by the board and confirmed, with or without variation,
by a special resolution passed at a general meeting of the members duly called for that purpose or by
such greater proportion of the votes cast as the articles may provide.

179. (1) Any member may,

        (a) submit notice of any matter that the member proposes to raise at the annual meeting; and
        (b) discuss at the annual meeting any matter in respect of which the member would have
        been entitled to submit a proposal.

(2) A proposal must be in the form required by the Authority rules and must meet any other
requirements set out in the Authority rules.

(3) Notice of a proposal shall be given in accordance with the Authority rules.

181. Each member of a credit union has one vote at a meeting of the members of the credit union.

183. (1) No member of a credit union shall vote by proxy except when the member is Her Majesty the
Queen in right of Ontario or in right of Canada, a corporation, including a municipality defined in the
Municipal Affairs Act, an unincorporated association or a partnership registered under the Business
Names Act or a predecessor of that Act.

185. (1) Subject to such requirements as may be prescribed by Authority rule, the by-laws of a credit
union shall set out a policy in respect of the rights of members to participate and vote at meetings
remotely.

(2) Except as otherwise provided for in the by-laws of the credit union, every member participating
remotely in a meeting described in subsection (1) is considered present at the meeting for the
purposes of this Act.

                                                                                                          14
FSRA Rule: Sound Business and Financial Practices

3. Governance Matters Related to Members

3(1) All communications sent to the members of a credit union related to its governance, including
but not limited to, annual reports, notices of meetings and proxy solicitations, shall clearly and
transparently identify the democratic rights of the members, including but not limited to the rights of
members to be notified of, participate in and, if applicable, vote at meetings of the members.
3(2) A credit union shall take reasonable precautions to ensure that all of its activities and
communications related to members’ meetings and voting, including but not limited to the voting
process itself, are fair and transparent, and free from misrepresentation, fraud and undue influence.

Meridian Credit Union Limited By-Laws

7.01    Meeting

(c) Electronic Meetings: A membership meeting may, if the Board determines by resolution to do so,
and pursuant to such conditions, rules and procedures which may be approved by the Board, be held
by telephonic or electronic means. A Member who, by such means, votes at the meeting or establishes
a communications link to the meeting shall be deemed for all purposes, including, without limiting the
generality of the foregoing, the calculation of quorum pursuant to section 7.07 hereof, to have been
present at the meeting.

7.09    Show of Hands

(a) Subject to section 7.08, every question submitted to any meeting of members (except for an
election and unless a poll is demanded or required) shall be decided in the first instance by a show of
hands (or similar method if a meeting is conducted partially or completely by telephonic or electronic
means). In the case of an equality of votes, either upon a show of hands or upon a poll, the chair of the
meeting shall not be entitled to a second or casting vote.

7.12    Proposals and Requisitions

Proposals: Upon receipt of a proposal from a member to raise an issue at the annual meeting and a
request that a statement in relation to that issue be attached to the notice of meeting, the Board shall
within 10 days of its receipt meet to consider whether or not the proposal is to be included in the notice
of meeting. Where the Board refuses to include the proposal in the notice of meeting, the Chair of the
Board shall notify the member submitting it of the refusal and give reasons therefor.

Requisitions: Upon the written request of at least 5% of the members of the Credit Union, signed by
each such member, stating the general nature of the business to be presented at the meeting, and
deposited at the head office of the Credit Union, the Board shall call, as nearly as possible in the
same manner as a membership meeting is called pursuant to these By-Laws, a general meeting of
the Credit Union, for the transaction of that business, not later than 21 days from the date the written
request was deposited at the head office, and such meeting shall be held within 60 days from the date
of the deposit of the requisition. Requisitions may be made in counterpart.

                                                                                                          15
7.13       In-Branch and Electronic Voting on Special Resolutions

(a) General: Unless the Board exercises its discretion under subsection (d) hereof, voting on any
special resolution shall take place before the members’ meeting at which the result will be announced
and, on such special resolution, members shall be permitted to choose to cast their ballots by either:

           (i) in-branch voting at any branch of the Credit Union; or

           (ii) electronic means in the manner prescribed by the Board, in lieu of voting on the matter in
           person at the annual general meeting or special meeting.

(d) Alternative Methods of Voting: The Board shall have the discretion at any time to permit, by
resolution, members to cast a ballot by mail, in addition to voting in accordance with subparagraph
(a), in a polling on a special resolution.

                                                                                                             16
 Trademarks of Meridian Credit Union Limited.
TM
You can also read