We’re proposing a change to Kindred’s General By-Law and we will be holding a vote on this revision at our 2022 Annual General Meeting on Tuesday, April 12. This change was approved by Kindred’s Board of Directors on Thursday, March 24.
A description of the change and the revised by-law text are included below for your reference.
What is being updated?
In February 2022, Kindred’s General By-Laws were reviewed by independent legal counsel as we developed a wealth and investment initiative. They identified the need to adjust the revision to subsection 4.01, Number of Directors and Quorum, that members approved in 2021. The change in 2021 was following legal review; however, fresh eyes and a different context provided additional input.
The by-law currently permits a minimum of 10 and a maximum of 15 directors, with the actual number of directors set by resolution of the members or, if permitted by the resolution of the members, by Board resolution. Although the Credit Unions and Caisses Populaires Act (the “Act”) permits such a range in directors, the Act requires that the by-laws set out the actual number of directors. There is no ability under the Act for the members to delegate the authority to the Board to set the number of directors solely by Board resolution. Any subsequent change to that number of directors will require a by-law amendment confirmed by Special Resolution of the membership. Although this revision to the by-law was approved by members at the AGM in 2021, nothing has changed in practice over the last year.
Current By-law Subsection 4.01 Number of Directors and Quorum
4.01 The Board shall be comprised of the fixed number of directors as determined from time to time by ordinary resolution or, if the ordinary resolution empowers the Board to determine the number, by resolution of the Board; provided that the number of directors may not be fewer than ten (10) and may not be more than fifteen (15). The quorum for the transaction of business at any meeting of the Board shall be a majority of the Board.
Proposed Revised By-law Subsection 4.01 Number of Directors and Quorum
4.01 The number of directors of the Credit Union shall be twelve (12). The quorum for the transaction of business at any meeting of the Board shall be a majority of the Board.
Make your voice count! Join our 58th Annual General Meeting on Tuesday, April 12, 2022 to vote on this proposed change to our credit union’s General By-Law.