Meetings, Resolutions Etc.

Meetings, Resolutions Etc.

Rule 95. The organisation meeting

  1. Not later than one month after the registration of the credit union, the signatories to the application to register the credit union shall by notice in writing summon a meeting (to be known as “the organisation meeting”) of all the persons who, on the date of issue of the notice, were members of the credit union.
  2. The notice required by paragraph (1):
    • shall state the date, time and place of the organisation meeting; and
    • shall, within the relevant period, be delivered personally or by post to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union.
  3. The reference in paragraph (2)(b) to the relevant period is a reference to the period which begins twenty one days before and ends seven days before the date of the organisation meeting; and the reference in paragraph (1) to the date of issue of the notice is a reference to the date or, as the case may be, the first date on which the notice is delivered to any member as mentioned in that paragraph.

 

Rule 96. The annual general meeting

  1. In respect of each financial year, a meeting (to be known as the “annual general meeting”) of the members of the credit union shall be held at a time, at a place in the State (where applicable) and in the manner (where applicable) as the board of directors may, by resolution, determine. For the purposes of these rules, the first annual general meeting of the credit union shall be the one held in October, November, December or January next after the organisation meeting.
  2. The annual general meeting of the credit union in respect of any financial year shall be held in the October, November, December or January following the end of that financial year.
  3. At each annual general meeting of the credit union, the directors shall lay before the credit union the annual accounts, in accordance with the Act, for the financial year in respect of which the meeting is held; and a copy of those accounts shall be delivered, together with the notice of the meeting, to every person entitled to receive such a notice.
  4. The business at general meeting of the credit union must contain the following items on the agenda:
    • The acceptance by the board of directors of the authorised representatives of members that are not natural persons;
    • ascertainment that a quorum is present;
    • adoption of standing orders;
    • reading and approval (or correction) of the minutes of the last annual general meeting, and any intervening special general meeting;
    • report of the board of directors
    • consideration of accounts;
    • report of the auditor;
    • report of the board oversight committee;
    • declaration of dividend and rebate of interest (if any);
    • report of the credit committee;
    • report of the credit control committee;
    • report of the membership committee;
    • report of any sub-committee;
    • report of the nomination committee;
    • appointment of tellers;
    • election of auditor;
    • election to fill vacancies on the board oversight committee;
    • election to fill vacancies on the board of directors;
    • any other business;
    • announcement of election results;
    • adjournment or close of meeting.

Items (a), (b), (c) and (d) must be the first four items on the agenda and (u) must be the last item on the agenda. The positions on the agenda of the remaining elements to the agenda are positioned at the discretion of the board of directors but must be communicated to the members in the notice of the general meeting.

The members assembled at any annual general meeting may suspend the order of business upon a two-thirds vote of the members present at the meeting.

 

96A

  1. The credit union need not hold a general meeting at a physical venue but may conduct the meeting wholly or partly by the use of electronic communications technology as long as all attendees have a reasonable opportunity to participate in the meeting in accordance with this Rule.
    • The credit union may provide for participation in a general meeting by providing or facilitating, for that purpose, the use of electronic communications technology, including a mechanism for casting votes by a member, whether before or during the meeting.
    • The mechanism referred to in paragraph (a) shall not require the member to be physically present at the general meeting.
  2. The use of electronic communications technology pursuant to paragraph (2) may be made subject only to such requirements or restrictions put in place by the credit union as are necessary to ensure the identification of attendees and the security of the electronic
    communications technology, to the extent that such requirements or restrictions are proportionate to the achievement of those objectives.
  3. The credit union shall inform attendees, before the general meeting concerned, of any requirements or restrictions which it has put in place pursuant to paragraph (3).
  4. The credit union that provides for the use of electronic communications technology for participation in a general meeting by an attendee shall endeavour to ensure, as far as practicable, that—
    • such technology:
      • provides for the security of any electronic communications by the attendee,
      • minimises the risk of data corruption and unauthorised access, and
      • provides certainty as to the source of the electronic communications.
    • in the case of any failure or disruption of such technology, that failure or disruption is remedied as soon as practicable, and
    • such technology enables the attendee to:
      • hear what is said by the chair of the meeting and any person introduced by the chair, and
      • speak and submit questions and comments during the meeting to the chair to the extent that the attendee is entitled to do so under the rules of the credit union.
  5. Any temporary failure or disruption of electronic communications technology shall not invalidate the general meeting or any proceedings relating to the meeting.
  6. Unless such failure or disruption is attributable to any wilful act of the credit union, the credit union shall not be liable in respect of any failure or disruption relating to the equipment used by an attendee to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the attendee’s participation, by the use of such technology, in the meeting.
  7. Where, in the opinion of the board of directors, it is deemed necessary, due to exceptional and unexpected circumstances, the board of directors may, by resolution, cancel a general meeting at any time prior to the holding of the meeting.

 

Rule 97. Special general meeting

  1. The board of directors or the board oversight committee of the credit union may, whenever they think fit, convene a special general meeting of the credit union.
  2. If requested to do so by the Irish League of Credit Unions as the body administering the savings protection scheme, the board of directors of the credit union shall convene a special general meeting of the credit union and the Irish League of Credit Unions shall also give notice of the meeting to the Bank.
  3. The chief executive officer of the Irish League of Credit Unions, acting on the instructions of the League board, may convene a special general meeting of the members for the purpose of reporting to the members on the administration of their credit union and shall give notice of the meeting to the Registrar.
  4. If, by notice in writing addressed to the secretary of the credit union at its registered office, a qualifying group of members of the credit union so request, the board of directors shall convene a special general meeting of the credit union; and, if, within one month from the date of the receipt of the notice at the credit union’s registered office, the board of directors have not convened a special general meeting to be held within six weeks of that date, any ten members of the credit union, acting on behalf of the qualifying group who made the request, may convene a special general meeting.
  5. For the purposes of a request under paragraph (4), a group of members of the credit union is a qualifying group if:
    • each of them has been a member throughout the period of twelve months ending on the date of the request; and
    • they together number at least fifty or, if it is less, at least ten per cent. of the membership of the credit union at that date.

 

Rule 98. Notice of general meetings

  1. Before a general meeting of the credit union is held, the secretary of the credit union shall, in accordance with paragraph (2), give notice of the meeting to the Bank, to the auditor of the credit union, to the Irish League of Credit Unions and to every member of the credit union who, at the beginning of the relevant period, is eligible to vote at the meeting.
  2. Subject to paragraph (4), the notice required by paragraph (1):
    • shall state the date, time, place (where applicable) and manner of holding (where applicable) of the general meeting;
    • shall be accompanied by the agenda for the meeting;
    • in the case of a notice of a special general meeting, shall contain a statement that the annual accounts for the most recent financial year may be obtained, not later than seven days before the date of the general meeting, at the registered office of the credit union;
    • shall, within the relevant period, be delivered personally or by post to the Bank, to the auditor, to the Irish League of Credit Unions and to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union;
    • shall be displayed in the public office or offices of the credit union, and
    • shall, in the case of a general meeting proposed to be held wholly or partly by the use of electronic communications technology, state:
      • the electronic platform to be used for the meeting,
      • details for access to the electronic platform,
      • where required by a credit union, the time and manner by which an attendee must confirm his or her intention to attend the meeting,
      • any requirements or restrictions which the credit union has put in place in order to identify attendees who intend to attend the
        meeting,
      • the procedure for attendees to communicate questions and comments during the meeting, and
      • the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.
  3. References in paragraphs (1) and (2) to the relevant period are references to the period which begins twenty one days before and ends seven days before the date of the general meeting.
  4. With the consent of the Bank, given where the Bank considers there are exceptional circumstances justifying the application of section 80(4) of the Act, the notice required by paragraph (1) shall be given by publishing a notice, in accordance with paragraph (5), at such times (or within such period) and in such form and containing such information as the Bank may require.
  5. Where paragraph (4) applies, the notice, which shall include the agenda for the meeting, shall be published:
    • in at least two appropriate newspapers published in the State and circulating in the area of the common bond of the credit union and in the area in which the registered office of the credit union is situated, and
    • in any other manner which the Bank requires as being necessary for bringing the notice to the attention of the persons entitled to attend the meeting,
    • and, for the purposes of paragraph (5)(a), the two appropriate newspapers are a local newspaper and a national daily newspaper or, if there is no local newspaper circulating in the area concerned, two national daily newspapers.
  6. The proceedings at a general meeting shall not be invalidated by:
    • the accidental omission to give notice to any member entitled to receive notice of the meeting; or
    • the non-receipt by any member of notice of the meeting.
  7. A general meeting of which notice is given less than seven days before the meeting but otherwise in accordance with paragraph (2) shall not be invalid if not less than two-thirds of the members entitled to vote at the meeting and the auditor so agree in writing either before or during the meeting.

 

98A

  1. Notwithstanding Rule 98 but subject to paragraph (2), notice for the purposes of Rule 96A(8) shall be given in the same manner as the notice for the general meeting referred to in Rule 98 but where, in the opinion of the board of directors, giving such notice in that manner is not reasonably practicable, notice shall be given:
    • where the credit union has a website, on that website,
    • by email to every member for whom the credit union has an email address, and
    • in at least one national newspaper published in the State and circulating in the area in which the registered office of the credit union is situated, in a local paper and on local radio.
  2. Paragraph (1) shall not apply where all members agree in writing to the cancellation, change of venue or change of means of holding the general meeting concerned, or to dispensing with notice for the general meeting.

 

Rule 99. General meetings: voting, adjournment, quorum and minutes

  1. No member shall have more than one vote on each question at any general meeting of the credit union or any adjournment thereof irrespective of his shareholding or the number of accounts in his name in the credit union provided, however, that except in voting at elections, the presiding member shall have a second or casting vote in the event of equality of voting. Voting by proxy shall be allowed only when a member other than a natural person votes through a representative, who is a member of the group, duly authorised in writing for that purpose and accepted as such by the board of directors.
  2. A general meeting of the credit union may, for good and sufficient reasons and with the consent of the majority of the members present and voting, be adjourned for not more than ninety days or such longer period as the Bank may require but:
    • no business shall be transacted at an adjourned general meeting other than business left unfinished at the meeting from which the adjournment took place; and
    • when a general meeting is adjourned for thirty or more days, the secretary of the credit union shall give notice of the adjourned meeting to the Bank, the auditor, the Irish League of Credit Unions and to every member who, under rule 98, was entitled to notice of the meeting which was adjourned.
  3. Subject to paragraph (3) in rule 98:
    • Paragraphs 2(a), (b), (d), (e), (f) of rule 98 shall apply to a notice under paragraph (2)(b) of this rule as they apply to a notice under paragraph (1) of that rule; and
    • Paragraphs (6) and (7) of rule 98 shall apply in relation to an adjourned meeting as they apply in relation to a general meeting.
  4. In the application of rule 98(2)(d) in accordance with paragraph (3), for the words “within the relevant period” there shall be substituted “not later than seven days before the date of the adjourned meeting”.
  5. Subject to paragraph (6), the quorum for a general meeting of the credit union shall be ten per cent. of the members or thirty members, whichever is the less.
  6. Notwithstanding paragraph (5), in no case shall the quorum for a general meeting or for an adjourned general meeting of the credit union be less than ten members.
  7. It shall be the duty of the secretary to keep minutes of all general meetings of the credit union.

 

Rule 100. Supplementing provisions as to general meetings

  1. The Bank shall have the right to attend and speak at any general meeting of the credit union.
  2. The Irish League of Credit Unions shall have the right to be represented, to speak and to be heard at any general meeting of the credit union upon presentation to the chair of the meeting of duly authorised identification of the Irish League of Credit Unions.
  3. Subject to paragraph (4), a member of the credit union may not vote by proxy at a general meeting of the credit union.
  4. Where a member of the credit union is not a natural person, that member may be represented at a general meeting by a representative who may vote on behalf of the member if:
    • the representative is duly authorised in writing by the member to do so; and
    • the board of directors of the credit union has, expressly or by implication, accepted that authorisation;
    • and such a representative shall be entitled to exercise, on behalf of the member, the same powers as the member could exercise if the member were a natural person.
    • A poll may be demanded at a general meeting (or an adjourned meeting) of the credit union:
      • by the chair of the meeting (or the adjourned meeting) or
      • by at least ten members present having the right to vote at the meeting (or the adjourned meeting) on any question, other than the election of the chair of the meeting (or the adjourned meeting).
    • A poll shall be taken in such manner as the chair directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

 

Rule 101. Special resolutions

  1. If, at any general meeting of which notice has been given specifying the intention to propose a special resolution, the chair declares that the resolution has been passed as required by the definition of “special resolution” in section 2(1) of the Act, that declaration shall, without more, be evidence of that fact until the contrary is proved.
  2. A copy of every special resolution for any of the purposes mentioned in the Act:
    • shall be signed by the chair of the meeting at which the resolution was confirmed;
    • shall be countersigned by the secretary of the credit union; and
    • within twenty one days of the date of the meeting at which the resolution was passed, shall be sent to the Bank to be registered;
    • and the special resolution shall not take effect until that copy is so registered.
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