Rule 85. Suspension and removal of directors by the board oversight committee

1. If the board oversight committee of a credit union considers that a member of the board of directors:
   • has taken any action or decision which, in the opinion of the committee, given in writing to the director concerned, is not in accordance with the requirements of Part IV of the Act; or
   • is more than 90 consecutive days in arrears under a debt obligation to the credit union;
   • then, after consulting the Bank, the committee may either:
     • suspend, with immediate effect, the director by a unanimous vote of all the members of the committee taken at a meeting of the committee called for the purpose of considering the director’s suspension, or
     • convene a special general meeting of the credit union to consider whether to remove the director in light of the action or decision taken by that director,
   • but no steps shall be taken under this paragraph without the director concerned being given an opportunity to be heard by the members of the board oversight committee.
2. Where a director of a credit union has been suspended by the board oversight committee in accordance with paragraph (1), the board oversight committee shall, within 7 days of that suspension, convene a special general meeting:
   • for the purpose of reviewing the suspension, and
   • to consider whether to remove the director having regard to subsection (1)(a) or (b)
3. Where the board oversight committee convenes a special general meeting for the purposes of this rule the credit union may, by resolution of a majority of the members present and voting at that special general meeting:
   • ratify the suspension of the director concerned and remove that director from office,
   • rescind the suspension of that director, or
   • remove that director from office,
   • but no director shall be so removed from office without being given an opportunity to be heard by the members present at the meeting.
4. The secretary of the credit union shall, not less than 21 days before the date of the special general meeting at which it is proposed to move a resolution referred to in paragraph (3), give written notice of that meeting to the director concerned and the Irish League of Credit Unions.
5. Where notice is given of an intended resolution to remove a director under this rule and the director concerned makes in relation to it representations (not exceeding a reasonable length) in writing to the credit union and requests their notification to the members of the credit union then, unless the representations are received by it too late for it to do so, the credit union shall, subject to paragraph (7):
   • in any notice of the resolution given to members of the credit union, state the fact of the representations having been made, and
   • send a copy of the representations to every member of the credit union to whom notice of the meeting is sent.
6. Subject to paragraph (7), and whether or not copies of any representations made by it have been sent as mentioned in paragraph (5), the director concerned may require that, without prejudice to his or her right to be heard orally, the representations made by him or her shall be read out at the special general meeting.
7. Paragraphs (5) and (6) shall not apply if, on the application either of the credit union or of any person who claims to be aggrieved, the Bank is satisfied that compliance with the paragraphs would diminish substantially public confidence in the credit union or that the rights conferred by those paragraphs are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.
8. Where a director of a credit union is removed from office at a special general meeting pursuant to this rule, the vacancy caused by the removal shall be filled in such manner as may be determined by the meeting.