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The registered rules that govern WESCU — who can be a member and how you join, shares and deposits, dividends and surplus, nominating a beneficiary, the reserve fund, general meetings and the AGM, the Board of Directors and the Supervisory, Credit and Education Committees, how loans are approved, and how the Bye-Laws are amended.
Download the full PDFThe registered rules that govern WESCU — interpretation, membership, shares and deposits, dividends, nominations, capital and the reserve fund, general meetings, the Board of Directors and its committees, loans, and dissolution. Copyright © 2020 WESCU, #40 Fitt Street, Woodbrook 170209, Port of Spain, Republic of Trinidad and Tobago.
(a) In these Bye-Laws unless the context otherwise requires:
(i) “The Commissioner” means the Commissioner for Co-operative Development.
(ii) The words “he”, “his” and “him” shall also mean “she”, “hers” and “her”.
(iii) “The Board” means the Board of Directors of Western United Credit Union.
(iv) “Meeting of the Society” means any General Meeting or any meeting of the Board of the Credit, Supervisory or Education Committees.
(v) “The Act” means the Co-operative Societies Act, Chapter 81:03 and any other amendments thereto.
(vi) “The Regulations” means the Co-operative Societies Regulations 1971.
(vii) The “Rules” mean the rules as provided for in Bye-Law 24 of these Bye- Laws.
(viii) “The Society” means the Western United Credit Union Co-operative Society Limited.
(ix) An “Officer” means the holder of an elected or appointed officer on the Board, Supervisory Committee, Credit Committee or any other person so defined by the Board.
(x) Wherever in these Bye-Laws a Special Majority is required and the computation of that Special Majority includes a fraction of a person, the fraction shall be considered a person.
(xi) An “Inactive Member” is a member who did not purchase at least 10 shares for a (xii) period of 12 months.
(xii) A member in “Good Financial Standing” is a member who is neither delinquent nor inactive.
(xiii) A “Delinquent Member” is a member who is in default of payments of money when due. “Term” means:
(1) For the Supervisory Committee one (1) year i.e. from one Annual General Meeting to another.
(2) For the Credit Committee one (1) year i.e. from one Annual General Meeting to another.
(3) For the Board of Directors three (3) years. Whenever a person is elected to serve for a portion of a term such portion shall be considered a term.
(b) These Bye-Laws are supplementary to the provisions of the Act, the amendments thereto, and the Regulations and the Society shall be guided by the Act, the Regulations and the Bye-Laws read together.
(a) The Society shall be called the Western United Credit Union Co-operative Society Limited. The registered address of the Society shall be at 11 Dundonald Street, Port of Spain, in the Island of Trinidad or at such other place as may from time to time be decided by the Board.
(b) The area of operations shall be the Republic of Trinidad and Tobago.
The objects of the Society shall be:
(a) To improve the economic and social conditions of its membership by:
(i) Promoting thrift and savings among its members by;
(ii) Providing a source of credit in the form of loans to members for provident and/or productive purposes on terms and conditions as determined by the Board including loans on mortgage of freehold or leasehold property.
(b) To encourage the spirit and practice of self-help and co-operation; and to promote the development of co-operative ideas by:
(i) Educating its members in co-operative principles and practices and,
(ii) Affiliating or collaborating with any other Co-operative Society or Organizations.
(c) 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, lease build upon or alter, pull down or rebuild buildings upon any such freehold or leasehold land. To rent and may, subject to the terms of the tenancy, transfer, assign, sublet or build upon, or alter, pull down or rebuild bu8ildings upon any such land.
(d) To provide other services for the promotion of the economic welfare of members as may be approved by the Members at an Annual General Meeting.
(c) To do all such lawful things as are incidental or conductive to the attainment of the above subjects.
Membership in this Society shall be open to:
(a) QUALIFICATION:
(i) All persons of good character living and/or working in Trinidad and Tobago as the Board may approve.
(ii) Persons who were accepted as members and still retain membership up to and prior to the date of acceptance and registration of these Bye-Laws shall be members and continue to be members with all the rights and privileges pertaining thereto.
(iii) Other Co-operative Societies in Trinidad and Tobago: and
(b) ADMISSION Applications for membership shall be made on the prescribed form to the Secretary and upon recommendation of a member shall be approve by the Board. The negative votes of two (2) members of the Board shall disqualify any applicant from membership. Membership commences upon:-
(i) approval of application by the Board;
(ii) payment of an entrance fee of ten dollars ($10.00) or such other sum as the Board shall from time to time determine and;
(iii) the purchase of at least ten (10) full shares; A copy of these Bye-Laws shall be given to each member on the approval his application for membership. A copy of these Bye-Laws shall be given to each member on the approval his application for membership.
(c) TERMINATION
(i) Membership shall be terminated by death, or insanity of a member, by written resignation, or expulsion in accordance with these Bye-Laws or by loss of qualification required under Bye-Law 4(a).
(ii) A member shall have the right to resign from this Society provided that he is not indebted to the Society either directly or indirectly.
(b) EXPULSION
(i) 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 may, by a two-thirds (2/3) majority vote of its members present at a 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 he must also 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.
(ii) The member shall be at liberty to call witnesses in his defense.
(iii) An appeal from the findings of the Board may be made by an expelled member by letter addressed to the Secretary to reach him within fifteen (15) days of the date of service of the Order of Expulsion upon him.
(iv) Where an expelled member lodges an appeal against his expulsion with the Secretary, the Board shall convene a special general meeting within thirty (30) days of 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.
(v) Where the Board fails to hold a special general meeting within the thirty
(30) days allowed under the Bye-Laws, the expulsion of the appellant shall automatically be rescinded.
(vi) Pending the determination of any special as aforesaid, an expelled member shall continue to enjoy all the rights of membership.
(vii) An expelled member shall be entitled to receive any dividends or other interest payable to members up to the date on which he ceased to be a member by virtue of his expulsion.
(viii) 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 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.
(ix) 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.
(x) A member shall have the right to appeal to the Commissioner against the findings of the Board or the Special General Meeting on the grounds that he was denied the right to affair hearing or that the procedures for the hearing and determination of the charge or appeal were contrary to the provisions herein or otherwise contrary to the laws of natural justice or that the penalty imposed on him was harsh and oppressive or not warranted at all.
(xi) Upon such an appeal being lodged with the Commissioner within fourteen
(14) days of the service of the Order of Expulsion or the findings of the Special General Meeting upon the member, the Commissioner or person nominated by him shall hear and determine the appeal.
(a) If the whereabouts of any member are not known to the Society and no claim is made within three (3) years from the date of his last transaction with the Society, the Board may transfer his shares and/or interest, after deducting any sum due to the Society, to an Unclaimed Shares Account. Any sums remaining unclaimed in this account for seven (7) years may be transferred to the Reserve Fund.
(b) The Board may entertain claims made in respect of any sums transferred to the Unclaimed Shares Account or Reserve Fund upon the production of such proof, as it may deem satisfactory.
The Board may in each year recommend a dividend from the net earnings or accumulated net undivided surplus remaining after statutory allocations have been set aside. Such dividends shall be paid on all fully paid up shares on record at the end of the financial year.
(a) APPOINTMENT OF NOMINEE Every member of the Society shall, in writing, signed by him and attested to by two
(2) witnesses, nominate one or more person(s) to whom or to whose credit the shares or interest, or the value of such shares or interest may, in the event of his death, be paid or transferred. A member may from time to time revoke such nomination in writing and similarly attested. All such nominations, revocations or variations shall be recovered in the Register of Members.
(b) REVOCATION The nominator shall in respect of every nomination, revocation or variation, pay an amount as determined by the Board.
(c) PAYMENT TO NOMINEE Upon receiving satisfactory proof of the death of a nominator, the Board shall pay to the nominee(s), in the manner directed by the nomination, the sum representing full value of the shares and dividends, and the sum held on deposit, less any sum due to the Society, subject to the limit of $5,000.00. Entry of such payments shall be made in the proper book and thereupon the value so dealt with shall be extinguished.
(d) INTESTACY If a member dies intestate without having made any nomination and the full value of his shares, dividends and deposits in this Society together do not exceed the sum of FIVE THOUSAND DOLLARS, the Directors may, without the grant of a Letter of Administration, pay a sum not exceeding $5,000.00 (the said sum) to such person or persons as may appear to them on sufficient evidence, to be entitled to receive the same. If such member is not survived by a mother, spouse or lawful issue or any person who under the provisions of the Matrimonial and Property Act, 1971, is entitled to the said sum, the Directors shall deal with it as the Administrator General may direct. Al other monies due to the deceased member from the Society shall fall into his estate and be subject in all respect to the laws relating to inheritance, including requirement to pay estate duty.
The Capital of the Society shall include the following:
(a) Shares (an undetermined number of shares of the value of $10.00 each).
(b) Deposits from members.
(c) Loans from both members and non-members.
(d) Any sum capitalized from the annual surplus of the Society with the authority of the general meeting.
(e) Dues payable by members.
(f) Grants and Donations from national and international agencies.
(g) Funds mobilized through special projects.
(a) VALUE
(i) Shares shall be valued ten dollars ($10.00) each and may be purchased outright or by installments.
(ii) No member may hold at any time more than one fifth (1/5) of the total paid up share capital of the Society.
(b) TRANSFER
(i) Shares may be transferred in writing from one (1) member to another. All transfers shall be in the form prescribed by the Board. A fee of ten dollars ($10.00) shall be paid for each transfer.
(ii) No transfer of a share shall be valid and effective unless and until such transfer has been registered on the direction of the Board.
(iii) No transfer of shares shall be registered if the request is made while being a borrower, endorser or guarantor for any loan due to the Society.
(iv) On the death of a member the Board may, subject to Bye-Law 7(a), transfer his shares to the person nominated by him if qualified to be a member or to the heir or legal representative if so required.
(c) LIEN ON SHARES AND DEPOSITS
(i) The Society shall have a lien on the shares, deposits and dividends of a member for any sum due to the Society by such member or for any loan endorsed or guaranteed by him.
(ii) For the purpose of enforcing a lien the Board may transfer by sale to a member, or to a person having the necessary qualification for membership, the shares, deposits and dividends of the defaulting member, but no such transfer shall be made until notice in writing of the intention to transfer shall be served on the defaulting member and default shall have been made by him in the payment of such money for thirty (30) days aft1er service of such notice. The proceeds of such sale shall be applied in or towards the payment of such moneys and the residue if any shall be paid to the defaulting member.
(d) WITHDRAWAL Notwithstanding anything to the contrary contained in these Bye Laws a member may withdraw any portion of his shares not pledged to the Society. The Board may require a member to give written notice not exceeding six (6) months of his intention to withdraw the whole or part of the amount paid by him on account of shares.
(a) A member may deposit money into his account in the Society subject to the terms and conditions specified by the Board.
(b) On the first day of January, April, July and October of each year, interest shall be paid on the average balance remaining on deposit for the preceding three (3) months. Except that the Board may vary the periodicity from time to time as provided for in Bye-Law 20. (l).
(c) Deposits may be withdrawn on demand or subject to such notice as the Board may determine.
(d) In respect of fixed deposit accounts, interest shall be payable on terms and conditions as may be set by the Board from time to time.
The funds of the Society shall be used exclusively for achieving the stated objects of the Society. The Society may also use its funds to hold, purchase, take on lease in its own name any freehold 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.
The Society may invest or deposit its funds.
(a) In any bank or financial institution approved by the Commissioner.
(b) In any securities issued or guaranteed by the Government of the Republic of Trinidad and Tobago.
(c) In the shares or on the security of any other Society, provided that no such investment shall be made in the shares of any other Society other than one with limited liability; or
(d) In any other manner permitted by the Commissioner.
Out of the net surplus of the Society 10% shall be credited to the Reserve Fund. From the remaining net surplus, the General Meeting shall have power to order the following payments in accordance with the recommendations of the Board.
(a) A dividend on shares as prescribed to the Regulations Section 81.13; and such dividends be credited to the member’s share account.
(b) Members who are delinquent and an entitled to one or more of the following: dividends, interest, interest rebates or honoraria will have these amounts paid to their outstanding obligations.
(c) The balance of the net surplus may be used at the discretion of the General Meeting for the Constitution of a Share Transfer Fund, Education Fund, Common Good Fund, Building or Reserve Fund or carried forward to the succeeding year.
(a) The Society for the purpose of establishing a Reserve Fund shall set aside annually at the close of its financial year all entrance and other fees, and fines and sum not less than ten per centum of the amount of its net surplus to be used as a reserve against bad loans and other loses.
(b) No unpaid loan or other amount shall be charges against the Reserve Fund, except with the approval of the General Meeting and the Commissioner. In the case of the recovery of the whole or any part of a loan, which has been charge to the Reserve Fund, such sum small be credited to the Reserve Fund.
(c) The Reserve Fund shall be indivisible and no member shall be entitled to any specified share thereof.
The supreme authority of the Society shall be vested in properly constituted general meetings of members at which every member has the right to attend and vote on all questions.
(a) A quorum for any General Meeting shall b thirty (30) members. No proxies shall be allowed.
(b) Save as provided in Bye-Law 46 decisions at General Meetings shall be made by a majority of the votes recorded by the members present.
(c) The Annual General Meeting shall be held as early as possible after the end of the financial year and not later than one month after the receipt of the Audited Accounts.
(d) A General Meeting shall be held at any time on the request of the President, the Board, the Commissioner or his representative, the Supervisory Committee or a receipt by the Secretary of a written request signed by not less than twenty (20) members in good standing.
(e) No matter other than those stated on the Agenda shall be discussed at any General Meeting even though a majority of the members present vote otherwise.
(a) All members shall be given at least fourteen (14) days’ notice of any General Meeting.
(b) Notice of all General Meetings may be given or served to the addresses of members as recorded in the books of the Society, Members who fail to supply their addresses or any change therein or who are out of the country shall not be entitled to receive notices of any meetings.
(c) Notice of any General Meeting shall be deemed to have been given or served upon every member of the Society if a notification thereof be posted in a conspicuous place at the registered office or place of business of the Society for at least fourteen
(14) days previous to such meeting and in addition, if notice thereof be published once a week in two (2) daily newspapers circulating in Trinidad and Tobago at least fourteen (14) days prior to such General Meeting.
The powers and duties of the Annual General Meeting shall be:-
(a) To elect by ballot members to the Board of Directors, Credit Committee and a Supervisory Committee as set out in Bye-Law 18, 31, and 32. Outgoing Board and Committee members shall be eligible for re-election.
(b) To elect two (2) alternates for each Board, Credit and Supervisory Committees who will take office I any seat on the Board or Committee becomes vacant before the next Annual General Meeting.
(c) To consider the accounts an reports presented by the Board and Committees for the preceding year together with any comments therein made by the Auditor and/or the Commissioner.
(d) To approve or disapprove the allocation of surplus from the previous year subject to the Act, Regulations made thereunder and these Bye-Laws.
(e) To approve and/or amend any rules made by the Board under Bye-Law 24.
(f) To approve or vary the quantum of honoraria recommended by the Board for any unsalaried officer.
(g) To approve the maximum liability of the Society.
(h) To appoint an Auditor for the ensuring term from the list of Auditors approved by the Commissioner.
(i) To approve or amend the budget for the current financial year.
(j) To approve payment of a dividend subject to the maximum recommended by the Board.
(k) To consider and decide upon proposals for amendments to the Bye-Laws
(l) To deal with any other business duly brought forward.
(a) There shall be a Board of Directors which shall be entrusted with the general management of the affairs of the Society.
(b) The Board shall consist of twelve (12) members to serve for a term of three (3) years and to be elected at an Annual General Meeting.
(c) Provided that at the first General Meeting to be held within one (1) month after approval of these Bye Laws one 1/3 of the members of the Board shall be elected to serve until the first Annual General Meeting, one third (1/3) of the members to serve until the second Annual General Meeting and one third (1/3) of the members to serve until the third Annual General Meeting. Thereafter all elections shall be for terms of three (3) years.
(d) The Board shall at its first meeting to be held within fourteen (14) days after the date of each Annual General Meeting elect from its own members the executive officers; a President, Vice President, Secretary, Assistant Secretary, Treasurer, and such other officers as may be determined. No executive officer shall serve for more than three (3) terms.
(a) The Board shall meet as often as the business of the Society may require but not less than once each month. At all meetings of the Board seven (7) members shall constitute a quorum.
(b) A meeting of the Board shall be convened by the Secretary on the direction of the President or at the request of a majority of the Board members.
(c) The Secretary of the Society shall, on the request in writing of the Commissioner, or his representative summon a special meeting of the Board at which the Commissioner or his representative shall be at liberty to attend and discuss any matter touching the affair of the Society. Any number of members present at a meeting of the Board convened on the request of the Commissioner shall be deemed to constitute a quorum.
(d) The Commissioner or his representative shall at times be entitled to a seat at meetings of the Board and to take part in the deliberations thereof but shall not vote.
(e) At least five (5) clear days’ notice shall be given of any Board Meeting. Together with the notice, a copy of the Agenda and various documentation necessary shall be sent to Board members.
(f) If after half an hour of the time fixed for any meeting of the Board a quorum is not present, the meeting shall be adjourned to the same day in the following week and members shall be notified accordingly at least five (5) days in advance. The number of members present at the adjourned meeting shall be deemed to constitute a quorum.
The Board 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:
(a) To appoint, suspend or dismiss the Manager of the Society to determine his duties and powers and to fix the salaries and emoluments of all paid staff.
(b) To appoint, suspend or dismiss other paid employees of the Society. The Board may delegate tis power to the General Manager subject to such conditions as it may impose.
(c) To make decisions on applications for membership and expulsion of members.
(d) To contract loans and authorize expenditure; and to appoint agents to act for and on behalf of the Society.
(e) To see the accounts are accurately kept, to prepare or cause to be prepared, not later than one (1) month after the close of the financial year, statements of accounts and a balance sheet and submit these to be audited.
(f) To decide on a plan of operation together with a budget before the end of each financial year; to ensure at each Board meeting that the plans and budget are followed or revised according to actual operation.
(g) To appoint Board members to represent the Society and vote on its behalf at any meeting of any other Society of which it is a member
(h) To expel members in accordance with these Bye-Laws.
(i) To review annually, the Bye-Laws and, if necessary, propose amendments to the General Meeting.
(j) To enter into contracts on behalf of the Society. Such contracts shall bear on behalf of the Society the signature of the President and the Secretary. Any contracts so signed and/or executed shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such President or Secretary or that they or any of them were disqualified, be as valid and binding on the meeting and the members thereof as if every such person had been duly appointed and was duly qualified.
(k) To determine the maximum individual shareholding consistent with the Act and Regulations.
(l) To decide on the terms, including the rates of interest for which deposits are to be received and loans are to be made.
(m) To have charge of investments other than loans to members.
(n) To fix the amount of the bond or fidelity guarantee required of all financial officers.
(o) To recommend the rate of dividend, patronage or rebate of interest to be paid to members.
(p) To formulate rules and policies for the Society.
(q) To have charge of investments and all property of the Society.
(r) To keep all property of the Society insured against loss.
(s) To appoint an Education Committee.
(t) To authorize the initiation, compromise or abandonment of legal or arbitration proceedings.
(u) To designate the bank or banks in which funds of the Society shall be deposited.
(v) To deal with complaints
(w) To appoint such sub-committees as may be necessary and to determine their terms of reference.
(x) To delegate such authority as may from time to time be found necessary for the efficient operation of the Society.
(y) To appoint a Nomination Committee whose duty shall be the selection of qualified members who are willing to be considered for election to the Board and other Committees at the Annual General Meeting.
(z) To take all such practical and expedient measures for the good management, supervision and administration of the affairs of the society for which no provision has been made in these Bye-laws.
(a) MEETINGS
(i) At least five (5) clear days’ notice shall be given of any Board or Committee meeting, provided that it shall not be necessary to give notice of any regular meetings, the time or times for holding of which have been agreed upon by resolution of the Board or Committee as the case may be.
(ii) A majority of members shall constitute a quorum at any Board or Committee meeting.
(iii) If after half an hour of the time fixed for any Board or Committee meeting the members present are not sufficient to form a quorum, the meeting shall be adjourned to the same day in the following week and members shall be notified at least five (5) days in advance. The numbers of members present at the adjourned meeting shall be deemed to constitute.
(iv) If any member fails to attend three (3) consecutive meetings of the Board or Committee without tendering a valid and proper excuse to the satisfaction of the Board or committee, his office shall be declared vacant and the vacancy filled by substitute as provided in Be-Law 17(b).
(v) Notwithstanding the provision of Bye-Law 31(c), decisions at Board of Committee meetings shall be made by a majority of members present and voting. Every member shall have one vote only except that the member presiding, in the event of an equality of votes, shall have a casting vote. No Board or Committee member shall be present when any matter is being decided in which he has a direct or indirect interest.
(b) LIMITATIONS
(i) No person may be a member of the Board and salaried employee of the Society at the same time. A member of the Board who takes u paid employment with the Society shall automatically relinquish his seat on the Board.
(ii) Any person who is in the paid employment of the Society shall not be eligible for election to the Board or Committee.
(iii) The payment of an honorarium to an officer as approved by the Annual General Meeting or of any allowances for the performance of specific tasks assigned to him by the Board shall not be deemed to be a salary paid to the Officer.
(c) LIMITATIONS A Board or Committee member shall cease to hold office if he:
(i) Ceases to be a member of the Society.
(ii) Applies for bankruptcy, or is declared bankrupt.
(iii) Becomes of unsound mind.
(iv) Fails to attend three (3) consecutive meetings without tendering a valid and proper excuse thereof.
(v) Is convicted of any offence involving dishonesty or is imprisoned for three months or any longer term.
(vi) Holds any salaried position in the Society. However, if he is granted an honorarium approved at any General Meeting by a majority of the members attending, he shall not be disqualified from a seat on the Board or Committees as the case may be.
(vii) Ceases to be member in good financial standing.
(viii) Contravenes Bye Laws 21(f).
(d) LEAVE OF ABSENCE A Board or Committee member may take leave of absence if he:
(i) Is charged of any offence involving dishonesty or criminal activity.
(ii) Is required to be away from the Society for not more than twelve (12) months.
(e) CONFLICT OF INTEREST No Board or Committee member shall be present when any matter is being decided in which he has a direct or indirect interest.
(f) CONFIDENTIALITY All transactions of the Society with its members and all information respecting their personal affairs shall be held in the strictest confidence b all members of the Board, Committees and staff of the Society.
(g) RESPONSIBILITY In their conduct of the affairs of the Society the members of the Board and Committee shall at all times observe the Act, the Regulations and the Be Laws and shall exercise the prudence and diligence of ordinary men of business and shall be responsible for any loss sustained through negligence or act contrary to the Act, the Regulations, the Bye Laws or Rules made thereunder. They shall report truthfully and faithfully to the membership.
The Board may borrow money on behalf of the Society to an amount not exceeding the Maximum Liability fixed by the members in a General Meeting and approved by the Commissioner.
An officer or employee whose duties involve the handling of the funds of the Society shall give security in such amount as may be determined by the Board and approved by the Commissioner.
(a) The Board shall have the power to make such rules for the conduct of the affairs of the society from time to time or as it may seem necessary, and as would not be repugnant or contradictory to the Bye Laws of the Society the Act or the Regulations.
(b) A book containing all such rules shall be kept open at all times for inspection by members or any persons authorized by the Commissioner.
(c) No such rule shall be valid until ratified by the members in general meetings and approved by the Commissioner for which purpose three (3) copies shall be forwarded to him.
The Board may appoint a Nominating Committee comprising of not more than five (5) members of the Society, whose duty shall be the selection of qualified members who are willing to be considered for election to the Board, Supervisory or Credit Committees by the Annual General Meeting. In the event that not enough nominations are received to fill the required vacancies, nominations will be accepted at the Annual General Meeting.
(a) All resolutions passed or decisions made at any meeting of the Society shall be recorded in the Minute Book which shall be signed by the Secretary or other person recording same and countersigned and dated by the Chairman of the meeting at which the minutes were confirmed.
(b) The Minute Book should also contain:
(i) The names of the officers and the number of members resent at the meeting.
(ii) The time fixed for the meeting and the time the meeting commenced.
(iii) The membership of the Society on the date of the meeting and the;
(iv) The resolutions passed, or decisions made at the meeting.
(a) The Chairman of any meeting of the Society may propose any motion without previous notice provided that the majority of the members present agree thereto, and provided further, that he shall propose any motion further, that he shall propose any motion when requested by the Commissioner.
(b) Seven (7) clear days’ notice shall otherwise be given to the Secretary in writing of any matter other than those on the Agenda at any such meeting, and no member shall be entitled to ask any question or initiate discussion on any matter of which such notice has not been given except with the consent of the Chairman.
(c) Notwithstanding the provisions of (a) and (b) above, a motion of ‘no confidence’ may be moved at a meeting specially convened for the purpose.
An individual who has not attained the age of eighteen (18) years shall not be an Officer of the Society.
(a) President
(i) The President to summon and preside at General and Board meetings of the Society and he shall in the case of an equality of votes, have a casting vote.
(ii) He shall together with other Officers specified in these Bye Laws sign all cheques, notes and other instruments drawn by the Society.
(iii) He shall sign the Minute Book and shall perform such other duties as pertain to his office.
(b) Vice-President The Vice President shall perform the duties of the President in the absence or disability of that officer and such other duties as may be assigned to him by the Board.
(c) Secretary The duties of the Secretary shall be:
(i) To summon all Board and general meetings in consultation with the President.
(ii) To attend all general and Board meetings and to keep correct minutes of same.
(iii) To conduct the Society’s correspondence.
(iv) To have charge of documents and other papers of the Society.
(v) To keep all books or registers to be kept under these Bye Laws and or the Act;
(vi) To have custody of the Seal of the Society; and
(vii) To do all other acts and things as may be required of him by these Bye Laws or as the Bard may direct.
(d) Assistant Secretary The Assistant Secretary shall assist the Secretary in the performance of his duties and carry out such other duties as may be assigned to him by the Board.
(e) Treasurer
(i) The Treasurer shall receive reports on all financial matters of the Society from the General Manager, and must present to the Board, a monthly financial statement giving explanations if necessary or when asked, with the assistance of the General Manager.
(ii) He shall be responsible for all cash coming into the Society as soon as possible after receipt, deposit all funds not required for immediate use in the name of the Society in the bank or banks prescribed by the Board except such sums as authorized to be kept in hand by the Board. All bank accounts shall be in the name of the Society.
(iii) He shall render a proper account of all monies received into the Society and paid by him at the end of each month or at such other times as the Board may require and shall submit a monthly report on the operations of the Society for consideration of the Board.
(iv) He shall prepare for the consideration of the Board such budgets and financial statements as the Board may require.
(v) He shall perform such other lawful duties as ma be assigned by the Board not being in consistent with the nature of the office, the provisions of these Be-Laws or the provisions of the Co-operative Societies Act and Regulations.
(f) General Manager The duties of the General Manager shall be stated in his job specifications.
Every employee of the Society shall enter into a contract of employment which shall contain such terms and conditions of service as may be mutually agreed upon between the Board and the employee.
The Supervisor Committee shall consist of three (3) members to be elected annually by the members, at their Annual General Meeting, none of whom shall be eligible for election to the Board or the Credit Committee. No member shall serve for more than three (3) consecutive terms. A Chairman and a Secretary shall be chosen by and from the Committee at their first meeting after each Annual General Meeting. The Supervisory Committee shall:
(a) Make an examination of the affairs of the Credit Union at least semi-annually, in June and December including an audit of its books, and if necessary, convene a Special General Meeting and submit its report at each meeting.
(b) Make an annual report of its audit and submit the same at the Annual General Meeting of the members.
(c) 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 member of the Board or Committee and call the members together to act on such suspension. The Board or Committee can call the members together to act on such suspension. The members present at that meeting may, by a majority vote, approve such suspension and remove such member permanently or reinstate him as the case may be.
(d) If it deems such action necessary, call a special meeting of the members to consider any matter which the committee will submit to the meeting.
(e) Attest the monthly statement and audited accounts prepared by the Treasurer of the Society.
(a) The Credit 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 after each Annual General Meeting. The Secretary shall prepare and keep a full and correct record of all action taken by the Committee.
(b) The Credit Committee shall have the general supervision of all loans to members. Applications for loans shall be on the prescribed form satisfactory to the Credit Committee and all applications shall set forth the purpose for which the loan is required, the security offered, if any, and such other data as may be required.
(c) The Committee shall meet weekly and at such other times as the business of the Society may require.
(d) The Committee shall inquire carefully into the financial position of borrowing members and their endorsers so as to ascertain whether the loan will be of any benefit to the borrower. The Committee shall determine the terms upon which the loan shall be repaid.
(e) 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.
(a) The Society shall make loans exclusively to its members, and solely for a provident and for productive purpose. Interest on such loans shall be determined from time to time by the Board.
(b) Applications for loans shall be made on the prescribed form signed by the member applying for the loan. No loan shall be made unless approved by a majority of the members of the Credit Committee present at the meeting at which the application is being considered.
(c) No loan shall be made to a member who is indebted to the Society which results in the member becoming indebted to the society for two separate loans, neither of which is secured by a mortgage or charge on property owned by the member.
(d) No loan to an officer of this society shall exceed the amount of his holdings in the society as represented by shares and deposits and accumulated dividends and interest therein. Nor may an officer 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 other members of the Board, Credit and Supervisory Committees all sitting together or with the consent in writing of all the said members other than the borrowing officer.
(e) 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 money paid in on his shares or deposits or dividends, so as to leave to his credit in the Society on such shares and deposits a sum which is less than that owing by such member personally or than that sum, the subject of the endorsement or guarantee, except with the written approval of the Credit Committee.
The Board shall at its first meeting after the Annual General Meeting appoint a Committee of five (5) persons, who may also be members of any other Committee, 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 supervision 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.
(a) A Chairman and a 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.
(b) The Committee shall from time to time submit to the Board of Requisition to cover the cost of literature, etc. and use their best endeavours to see that the education fund is used for the purpose for which it is intended.
(c) The use of the books and magazines shall be open to all members.
(d) The members of the Committee shall meet once a month and shall continue to serve until replaced. The Committee shall in the months of January and July in each year make arrangements for lectures and discussions during the ensuing half year and generally stimulate interest in the cultural activities of the Society. The Committee shall also make every effort to foster co-operation between this and all other Co- operative Societies.
(e) The Committee shall submit a report on its activities to the Board half yearly.
The financial year of the Society shall begin on the first day of January and end on the last day of December following.
The Seal of the Society shall bear legibly engraved on it the Society’s registered name. It shall not be affixed on to any instrument except by the authority of a resolution of the Board and in the presence of the President or the Secretary or such other person as the Board my appoint for the purpose and the President or Secretary or such other person aforesaid shall sign every instrument to which the seal of the Society is so affixed in their presence. The Seal shall be in the custody of the General Manager.
The Credit Union shall operate a Pension Plan for the benefit of its staff. The Pension Plan will be managed by an Administrator or Trustee on the recommendation of the Board.
The Society shall keep and maintain such books and registers as approved by the Commissioner.
(a) Money paid on account of shares, installments of shares, deposits, repayments of loans and interest, shall be evidenced by a pass book which shall permit in separate columns successive payments on any of these accounts, loans taken or withdrawal of shares or deposits, to be entered therein. Every entry in the pass book shall be initialed by the person receiving or paying out the money represented thereby. No money may be paid to a member unless the pass book is presented by the member for the proper entry to be made therein.
(b) Provided that when the Society’s accounts have been computerized periodic statements may replace the pass book, on the application of the member made in writing.
(a) Every year an auditor shall be appointed in accordance with the provisions of Section 51 of the Co-operative Societies Act or any amendments thereto for the time being in force.
(b) The Auditor shall examine the books and accounts in accordance with the provisions of the Act and shall report to the members at the General Meeting at which the accounts are presented on his examination of the books and accounts.
(a) Every year not later than one month after the annual audit, the Board shall cause the Secretary to send to the Commissioner the audited balance sheet and other information as required by Regulation 33. There shall also be sent a list of the officers of the Society with full names and addresses, together with a Statement showing the number of members of the Society on the last day of December last past and the shares and deposits held by each such members; also the sum on loan to each member indicated not by name but by number.
(b) It shall be the duty of the Board to keep always in a conspicuous place at the registered office of the Society a copy of the last audited accounts including the balance sheet, together with the report of the auditor and the comments of the Commissioner, if any.
The Order of Business at the monthly meeting of the Board shall include the following:
(a) Meeting Call to order by the Chairman
(b) Roll Call
(c) Invocation
(d) Reading of Minutes
(e) Errors and Omissions
(f) Confirmation of the Minutes
(g) Business arising out of the Minutes
(h) Treasurer’s Report to include Financial and Delinquent Loans
(i) Credit Committee Report
(j) Supervisory Committee Report
(k) Education Committee Report
(l) Other Reports
(m) Acceptance of new members
(n) Correspondence
(o) Any other business
The Order of Business at all General Meetings shall include the following:
(a) Official Call and Notice
(b) Invocation.
(c) Report of Credential Committee
(d) Reading of Minutes
(e) Errors and Omissions
(f) Confirmation of Minutes
(g) Business Arising out of the Minutes
(h) Reports:
(i) Board of Directors
(ii) Credit Committee
(iii) Treasurer’s Report
(iv) Supervisory Committee
(v) Other Committees
(vi) Auditor
(i) Correspondence
(j) Unfinished Business
(k) New Business
(l) Election of Officers
(m) Any Other Business – Resolutions
(n) Appointment of Auditors All elections shall be conducted by secret ballot.
In the event of the devolution upon or the vesting in any person of the shares or deposits of a member, the person legally entitled to shares or deposits through legal process or other legitimate means shall be paid the full value of the shares or deposits less any sum due to the Society.
All transactions of the Society with its members and all information concerning their personal affairs shall be held in the strictest confidence by all the members of the Board, the several committees and the officers and servants of the Society.
(a) Amendment to these Bye-Laws shall be made by resolution passed at a General Meeting called for that purpose by at least three-fourths (3/4) majority of the members present and voting.
(b) If a Resolution under paragraph 46(a) is not favoured by the required majority of votes, the same resolution may unaltered be proposed at another General Meeting convened for the purpose not less than one (1) month and not later than two (2) months after the General Meeting where it was first proposed, and at this Special General Meeting the resolution shall be valid and effective if the majority of the members present vote in favour of the resolution.
(c) A copy of every resolution passed under paragraph 46(a) and 46(b) above shall be forwarded to the Commissioner together with three (3) copies of the proposed amendment.
(d) No amendment shall be valid or effective until approved by the Commissioner.
A register of members shall be kept by the Secretary in which shall be recorded the full name, address, occupation, the date of admission, number allotted to each member, number of shares held by each member, name and address of nominated beneficiary and the date on which the member ceased to be a member.
Any doubts arising in respect of the meaning or interpretation of any of the provisions of these Bye-Laws shall be referred to the Commissioner for clarification.
I, Keith Maharaj, do hereby certify that the foregoing Bye-Laws Numbers 1 to 48 of the Western United Credit Union Co-operative Society Limited, Registration Number CUP59/04, have been approved and certified by me. Dated at Port of Spain this 12th day of January, 2004.
Commissioner for Co-operative Development.
