1. The name of the Society shall be:

The Barbados Secondary Teachers' Union Co-Operative Credit Union Limited.

(a) to promote thrift among its members by providing means whereby savings can be effected and shares in the Society can be acquired;

(b) to educate its members in the Co-operative principles and methods and the efficient management of its affairs;

(c) to create, out of the savings of its members and otherwise, a source of credit available to its members on reasonable terms and conditions;

(d) to do all other acts and things as are incidental or conducive to or consequential upon the attainment of the above objects.

The island of Barbados.

(a) The savings of its members received as payments or subscriptions or shares;

(b) the deposits of members or non-members;

(c) loans from members or non-members; and

(d) entrance and other fees, fines, interest on loans and investments and other contributions received from members and others.

6.     Each share of the Society shall be of the par value of $5.00 and the maximum number of shares which may be held by each member shall be subject to the provisions of the Act, Regulations and By-Laws.

7.     Subject to the provisions of the Act, Regulations and By-Laws, deposits may be received from members or non-members at such rates and on such terms and conditions as the Board may from time to time determine.

8.     Subject as hereinafter provided by the Board may, with the sanction of a general meeting, borrow or raise money from any source in any manner the Society thinks fit.

9.     The Society in a general meeting shall, in accordance with the provisions of the Act and Regulations, from time to time fix the maximum amount which it may at any one time owe in respect of deposits and loans.

10.     The funds of the Society may be applied to the following purposes only, namely:-

(a) the expenses of management;

(b) loans to its members for provident or productive purposes; and

(c) any other purpose authorised by the Act, Regulations and these By-Laws.

11.     The liability of a member to make contributions to the assets of the Society in case of liquidation shall be limited to his shares.

12.     Every member of the Society shall be:-

(a) not younger than sixteen (16) years of age;

(b) resident or in occupation of land within the Society's area of operation;

(c) any present or past memberof the Barbados Secondary Teachers' Union;

(d) Spouse, child or other relatives of the member;

(e) any present or past employee in any educational institution; and

(f) any present or past employee of the Barbados Secondary Teachers' Union or Credit Union;

13.     Any person who has the necessary qualifications and who is desirous of becoming a member shall apply in writing to the Secretary, his application shall state his residence and occupation and shall contain such other information as the Board may from time to time decide.

(1) Persons who have the necessary qualifications for membership and are desirous of becoming joint members may apply in writing to the Secretary. The application shall state the residence and occupation of each person, whether the tenancy will be a joint tenancy or a tenancy in common and shall contain such other information as the Board may from time to time decide.

(2) An application of a joint membership to withdraw from the Society or to vary the composition of the joint membership must be signed by all persons comprising the joint membership.

(1) The approval of applicants for membership shall be by the Board of Directors.

(2) Every applicant for membership shall pay an entrance (membership) fee not exceeding $10.00 or such sum as the Board may from time to time fix.

(3) The applicant, upon acceptance and the payment of at least one share, shall be enrolled asa member and shall be entitled to any of the rights and privileges of membership.

(a) on death;

(b) on being found to be of unsound mind;

(c) if an application for bankruptcy is made or if bankruptcy is declared;

(d) on ceasing to hold at least on e share in the Society;

(e) on the withdrawal or transfer of all his/her shares;

(f) on the compulsory acquisition of his/her shares pursuant to Section 100 of the Act;

(g) on expulsion from the Society as provided in Section 102 and 103 of the Act; and

(h) if, subject as hereinafter provided, the person ceases to be qualified in accordance with By-law 12.

17.     No member may resign while he is a borrower, an endorser (co-maker), or a guarantor on any loan due the Society.

18.     (1)     Any member who:-

(a) fails to pay any contribution or debt due to the Society;

(b) is convicted of a criminal offence involving dishonesty; or

(c) in the opinion of the Board acts in any way detrimental to the interests of the Society, may have his/her membership terminated by two-thirs vote of the directors present at a meeting called for this purpose;

(2)     Notwithstanding the above, membership may be terminated by a vote of two-thirds of the members present at a general meeting by a charge communicated to the member in writing at least ten (10) days before the meeting.

19.     A member whose membership has been terminated may appeal the termination pursuant to Section 102 and 105 of the Act.

20.     Subject to Section 102 of the Act, after payment of any amount due the Society or of any contingent liability to the Society, all amounts held to the credit of members who withdraw or whose membership has been terminated, together with any interest accrued on those amounts, shall be paid to them in order of termination, but only as funds are available and within one year after withdrawal or termination.

21.     The Society shall keep a Register of its members in accordance with Section 26 of the Act.

22.     Subject to the provisions of Section 33 of the Act, contributions to shares shall be payable in such amounts as the member is able on any day in which the Society is open for business provided that in no case shall a contribution of less than $5.00 be paid.

23.     Notwithstanding the provisions of By-law 22, a member shall pay contributions to the value of at least twenty-four (24) shares within the first six months of membership or such time as may be extended by the Board, and unless such time is extended by the Board of Directors, such member shall pay a fine of $1.00 per month on each share or part thereof outstanding.

24.     

(1) Shares may be transferred in accordance with Sections 48 and 49 of the Act and by written instrument in such form as may be prescribed, but no transfer shall be registered until such transfer fee as the Board may from time to time fix, not exceeding $0.10 per share with a minimum of $5.00 per transfer has been paid. Such transfer shall carry dividend credits with it.

(2) Subject as hereinafter provided the amount on any share may be withdrawn on any day on which the Society is open for business provided that the Directors shall have the right at any time to require members to give 7 days notice in writing or in any given emergency such additional notice as the Directors may fix, of their intention to do so.

25.     Except with the written approval of the Board, no member may withdraw any shares if it will reduce his shareholding to an amount below his liability to the Society as borrower, co-maker or guarantor.

26.     

(1) No share shall be withdrawn during the first twelve (12)months of membership; nor so long as there is any sum owing to the Society in respect of any money borrowed by the Society, or of any deposit, payment of which has been demanded, except with the permission of the Board.

(2) The Society shall have a lien on the shares, deposits, dividend, bonus or any amount standing to the credit of a member for any sum due to the Society from the said memberor for any loan endorsed by him and may apply any sum standing to the credit of the member towards payment of any such debt.

(3) Where an amount to be paid to a member for dividend and/or bonus is equal to or less than $10.00, the amount shall be credited to the member's shares.

27.      Deposits may be received in the name of a minor or in trust for a minor who is a child or ward of a member, in such a way or manner as the Board may determine.

28.      Deposits received in the name of a minor shall be held for the exclusive right and benefit of the minor and free from the control or lien of all other persons except creditors and shall be paid together with interest thereon to the person in whose name the account shall have been issued. The receipt or acquittance fo the minor shall be valid and sufficient release and discharge to the Society for the deposit of any part therefore.

29.      Deposits will be placed on interest on the first day of the month following such deposits, provided that amounts paid in on the first day of any month shall be placed on interest from that day.

30.     

(1) Term deposits may be accepted from a member or non-member for a term not exceeding five years and upon such terms and conditions as are set out in Section 203 of the Act and Regulation 32.

(2) Deposits for a term exceeding five years must be approved by the Registrar.

31.      The rate of interest payable on ordinary or term deposits shall be fixed from time to time by the Board of Directors.

32.     

(1) Money paid in or out on account of shares, deposits, loans, interest, entrance fees, fines or transfer fees shall be evidenced by an appropriate voucher or receipt. Each receipt or voucher shall indentify the person receiving or paying out on behalf of the Credit Union, the money represented thereby.

(2) When passbooks are used, the member's permanent official record for all transactions shall be entries in the passbook. Every entry in the passbook shall be initialled by the person receiving or paying out money represented thereby. When a statement of account plan is used, the member's permanent official record for transactions shall be the statement of account which will itemise all transactions and must be issued to each member at least quarterly.

33.      The supreme authority of the Society shall be vested in the general meeting of members at which every member has a right to attend and vote on all questions.

34.     

(1) Meetings of members shall be convened and held in accordance with the provisions of the Act.

(2) At least ten (10) days' notice of any general, annual, or special meeting shall be given before any such meetings are held.

(3) General Meetings shall be held from time to time at the discretion of the Board at a place determined by them.

35.     

(1) The Annual General Meeting of members shall be held within three (3) months after the end of the financial year unless authorised by the Registrar upon a written request by the Board to convene the meeting at a date no later than six (6) months after the end of the financial year.

(2) The functions of the Annual General Meeting shall be:-

(a) to confirm the minutes of the previous Annual General Meeting and of any intervening Special General Meeting;

(b) to consider the report of the Board of Directors on the immediate preceding year's work of the credit union;

(c) to consider the financial statements presented by the Board for the immediate preceding year, together with the financial statements of the previous year;

(d) to consider the report of the auditor;

(e) to approve the financial auditor's report or, if accounts are not approved, to cause the director or officer to forthwith notify the auditor of any error or mis-statement

(f) to receive and approve the reports of the Credit and Supervisory Committees;

(g) to allocate the surplus from the preceding year, subject to the Act, and the Regulations made thereunder;

(h) to approve the budget;

(i) where necessary to amend the By-laws;

(j) to elect a Board of Directors, a Credit Committee and a Supervisory Committee for the ensuing year;

(k) to appoint auditors for the ensuing year;

(l) to hear and decide upon any complaints brought by members aggrieved by a decision of the Board, provided that notice of such complaint to be brought before the meeting has been given to the Secretary in writing within thirty (30) days from the date the notice of the decision of the Board was received; and

(m) to transact any other general business of the Society;

36.     

(1) A Special General Meeting of members may be convened at any time by the Board, and on receipt of a demand stating the object of the proposed meeting, signed by at least one-fifth of the members or twenty (20), whichever is less. It shall be the duty of the Board to convene such meeting within twenty (20) days of the receipt of the request. The purpose of the Special General Meeting shall be set forth in the notice and only such business as described in the notice shall be dealt with at such meeting.

(2) Notwithstanding By-law 36 (1), the Board of Directors shall at the request of the Supervisory Committee and pursuant to Section 215 (4) of the Act, convene a Special Meeting of the Members.

(3) If the Board fails to convene a meeting within the stipulated time the receipt of a demand or a request as aforesaid, the Supervisor Committee will have the right to convene the meeting by notice within:

(a) twenty (20) days after the expiry of the period of twenty (20) days, in accordance with Section 88 of the Act where, the meeting is demanded by members; and

(b) seven (7) days after the expiry of the period of fourteen (14) days where the meeting is requested by the Supervisory Committee.

(4) The notice must contain the object of the proposed meeting and a statement to the effect that the meeting is convened on the failure of the Board to convene the meeting demanded. Any cost involved by the convening of the meeting shall be borne by the Society.

(5) The Registrar may at any time call a Special Meeting for the purpose of enabling members to secure any information regarding the affairs of the Society that they are entitled to recieve and to deal with any matters affecting the Society.

37.     

(1) At least ten (10) days' notice of any General Meeting shall be given in any of the following ways, namely:-

(a) by a notice published in not less than two (2) issues of a newspaper circulated in Barbados, by posting a notice in a place that is prominent and accessible to members; or

(b) by written notice handed to each member or posted to him at his registered address.

(2) The accidental omission to give notice to/or the non-receipt of a notice by any member shall not invalidate the meeting.

38.     

(1) For the purpose of the Annual General Meeting or a Special General Meeting, the quorum shall be one-fourth of the membership or twenty (20) members, whichever is less.

(2) If within one hour after the time fixed for any meeting other than a meeting convened by the Registrar, the members present are not sufficient to form a quorum, such meeting shall be considered as dissolved if convened on the demand of members; in all other cases, it shall stand adjourned to a date not more than thirty (30) days thereafter and at a time and place to be determined by the Board. For reconvening an abortive meeting, at least three (3) days' notice shall be given. If at the adjourned meeting a quorum is not present at the time appointed for the meeting, the members present shall form a quorum.

39.     

(1)

(a) Not less than thirty (30) days prior to each Annual General Meeting, the Board shall appoint a nominating committee of three persons of which not more than one shall be a member of the existing Board.

(b) The nominating committee shall nominate at the Annual General Meeting, one member for each vacancy for which elections are to be held.

(c) After the nominations have been placed before the members, the returning officer shall call for nominations from the floor.

(d) All elections shall be by ballot and shall be determined by a majority vote except where there is no contest.

(e) Where the number of nominees does not exceed the number of persons to be elected, the Chairman of the meeting called to elect persons shall declare all nominees elected.

.

(2) No member may be elected to the Board, the Credit Committee or the Supervisory Committee unless:-

(a) he or she is 18 years or over;

(b) he or she is a citizen or resident of Barbados;

(c) he or she holds one hundred fully paid shares in the Society;

(d) he or she has been a member of the Society for at least one year and;

(e) he or she is in good financial standing;

.

40.     

(1) Each member shall hold office until his successor is elected and shall be eligible for re-election.

(2) The Board of Directors may hold office for two (2) consecutive terms of threee (3) years before retiring for a minimum of one (1) year.

(3) Where persons are to be elected for varying terms, the member receiving the highest number of votes cast is to be declared elected for the longest or longer term as the case may be.

(4) Where two (2) or more candidates receive an equal number of votes, the members present may by resolution provide that a second ballot be cast or, where the meeting does not decide to hold a second ballot, the Chairman of the meeting called to elect the candidates shall draw lots and the candidate whose lot is drawn is to be declared elected for the longest or longer term as the case may be.

(5) Where candidates are elected unopposed, the members present may by resolution provide that a ballot be cast to determine the term of office for each candidate or, where the meeting does not decide, the Chairman of the meeting shall draw lots to determine the tenure of office for each candidate.

41.     

(1) Any member of the Board shall be deemed to have vacated his/her office if:-

(a) he or she resigns by giving notice;

(b) he or she applies for bankruptcy or is declared bankrupt;

(c) he or she becomes of unsound mind and has been so found by a court in Barbados;

(d) he or she is convicted of any offence involving dishonesty; and

(e) he or she is a member of a prescribed class.

.

(2) The Board or any member thereof may be removed from office before the expiration of their/his/her period of office by a resolution passed by a majority of at least three-fourths of the members present at a Special General Meeting for which at least ten (10) days' notice specifying the intention to propose the resolution has been duly given.

(3) Any such member or officer must be informed in writing of the charges against him or her at the time of the notice and at such meeting shall have reasonable opportunity to answer such charges. At such a meeting, the members shall proceed to the elections of a new Board or fill the vacancy occurring. Any member so appointed shall be subject to retirement at the same time as if he or she had become a member of the Board on the day in which the member in whose place he or she is appointed was last elected to the Board.

42.     

(1) Subject to the provisions of the Act and the Regulations, the general direction, control and management of the Society shall be entrusted to a Board of Directors (herein after referred to as "The Board").

(2) The Board shall be elected at the Annual General Meeting and shall consist of five (5) members.

(3) The Board shall arrange the deposit of all funds of the Society in its Bank account at latest the day after they are collected, unless the collection takes place on a Saturday or any day preceding a holiday, in which case the deposit shall be made at lates on the next day that the bank is open for business.

(4) The Board shall be responsible for making adequate arrangements for the safe keeping of funds of the Society until they are deposited in the bank in accordance with By-law 42 (3) above.

43.     

(1) The Directors shall meet as often as the business of the Society may require, but not less frequently than once per month. Due notice of such meetings shall be given to the other members by the Secretary.

(2) A joint member may be a director, provided however, that only one joint member may be a director at any time except where the joint member also holds membership in his or her own name.

(3) A simple majority of members shall constitute a quorum.

(4) Any member of the Board shall, in addition to By-law 41, be deemed to have vacated his or her office if he or she fails to attend three (3) consecutive regular meetings of the Board without giving satisfactory explanation to the Board within seven (7) days of his or her absence from the third meeting

44.     

(1) At the Annual General Meeting of the Society subsequent to the issuance of the Certificate of Continuance, the entire Board of Directors shall be elected and at the Annual General Meeting in every subsequent year, one-third of the Directors -- or if their number is not three or a multiple of three -- then the whole number nearest the one-third shall retire from office provided however, that the smallest number of persons shall serve for one (1) year.

(2) Notwithstanding By-law 40 (3), a member who has been serving prior to the issuance of the Certificate of Continuance shall only be eligible to serve for the unexpired portion of his term where a limitation of the term of office has been stipulated.

45.     

(1) Subject to the provisions of the By-laws where there is a vacancy on the Board and there is a quorum of Directors, the remaining Directors may exercise all powers of the Directors and, where more than two (2) vacancies exist, shall within twenty-one (21) days fill the vacancies until next Annual General Meeting.

(2) Where there is not a quorum of Directors, the remaining Directors shall call a General Meeting for the purpose of electing members to fill the vacancies.

(3)Where there are no directors, twenty (20) members may appoint in writing three (3) persons as Directors for the purpose of calling a General Meeting to elect members to fill the vacancies.

46.      The Board of Directors may appoint from among its number any committee that it considers necessary and may by resolution delegate to any such Committee such powers that it considers necessary for the efficient conduct of the affairs and business of the Society.

47.      A Committee of Directors that has powers delegated to it, must consist of at least three (3) Directors and shall exercise these powers subject to the provision of the Act, the Regulations and these By-laws.

48.      A Director or Officer of the Society who is a party to a contract or proposed contract with the Society shall disclose in writing to the Society or request to have entered in the minutes of meetings of Directors, the nature and extent of his or her interest.

49.      The disclosure required by By-law 48, must be made in the case of a Director:-

(a) at the meeting at which the proposed contract is first considered;

(b) at the first meeting after he or she becomes interested in the proposed contract;

(c) if he or she becomes interested after the contract is made at the first meeting after he or she becomes so interested or;

(d) on becoming a Director, at the first meeting after he or she becomes a Director.

50.      The disclosure required by By-law 48, must be made in the case of an officer who is not a Director:-

(a) forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of Directors;

(b) if the officer becomes interested after the contract is made, forthwith after he or she becomes so interested; or

(c) immediately afer he or she becomes an Officer, where he or she has interest in contract prior to his becoming an Officer;

51.      Subject to Section 75 (6) of the Act, a Director shall not take part in discussions to consider, or vote on a resolution to approve a contract in which he or she has a personal interest.

52.      A contract, approved by the Directors or members in which a Director or Officer disclosed a material interest, which is reasonable and fair to the Society at the time it was approved is neither void or voidable by reason only of that relationship or by reason only that a Director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of Directors or Committee of Directors that authorised the contract

53.      Subject to By-law 8, the Board of Directors may borrow from any source and on such security and terms of repayment as it considers fit, provided that the total amount borrowed does not exceed 25 percent of the Society's Capital and Reserve Fund and is within the maximum liability limit which was fixed by a resolution of members at a General Meeting.

54.     

(1) At the first meeting the Board of Directors which shall be held within seven (7) days of their election, the Board shall elect from their own number a President, a Vice-President, a Secretary and a Treasurer.

(2) The duties of the President shall be:-

(a) to preside at meetings of the members and of the Board of Directors;

(b) to sign adn execute jointly with the Secretary, all deeds and conveyances of real or personal property and such other documents as teh Board may specify;

(c) perfom such other duties as customarily appertain to the office of the President or as he or she may be directed to perform by resolution of the Board of Directors, not inconsistent with the Act, the Regulations and these By-laws;

(d) such other duties as the Co-operative Societies Act and Regulations may require to be performed by the Chairman of the Board.

(3) The Vice-President shall, in the absence or disability of the President or his or her refusal to act, perform the duties of the President and/or such other duties as teh Board of Directors may from time to time prescribe.

(4) It shall be the duty of the Secretary to:-

(a) attend all meetings of the Board and the Society;

(b) keep minutes of any meeting of the Board and Society;

(c) conduct any correspondence on behalf of the Society;

(d) keep charge of all records, books, papers and other documents of the Society;

(e) issue notices for all meetings of the Board and general membership of the Society, in accordance with the Regulations and By-laws;

(f) sign and execute jointly with the President, all deeds and conveyances of real or personal property and such other documents as the Board may specify;

(g) perform such other duties as are prescribed by the By-laws or as directed by a resolution of the Board that are not inconsistent with the Act and these By-laws.

(5) It shall be the duty of the Treasurer to:-

(a) receive all monies due and payable to the Society and issue receipts for the same;

(b) deposit all monies received in the name of the Society in such bank or depository as specified by the Board;

(c) sign all cheques, notes, bills of exchange and other documents necessary to effect the business of the Society;

(d) record all transactions effected by the Society in the books provided for the purpose;

(e) keep charge of all documents, books and vouchers for all payments made, and receipts issued on behalf of the Society;

(f) prepare the annual statement of account, balance sheet, monthlyh financial statments and other statements as the Board may request;

(g) prepare and forward to the Registrar, Co-operative Department, such financial and other reports as he or she may require;

(h) keep separate all monies belonging to the Society;

(i) produce a current statement of money held on demand belonging to the Society;

(j) make payments as authorised by the Board and obtain receipts for the same;

(k) see that all promissory notes, drafts, negotiable instruments drawn in favour of the Society are properly prepared; and

(l) do all other such duties as pertain to the office of Treasurer.

55.      The Board may employ a Manager and may authorise him/her or another senior employee to perform the duties of Treasurer, including the signing of cheques

56.      A meeting of officers, members of the Board of Directors, Credit and Supervisory Committee shall be held at least once per quarter. The Secretary of the Credit Union shall be responsible for the calling of this meeting.

57.     

(1) The Credit Committee shall be elected at the Annual General Meeting and shall consist of three (3) members, none of whom shall be member of the Board of Directors, or the Supervisory Committee or an Officer of the Society, except that the Secretary or Treasurer may be an ex-officio member of the Committee;

(2) No member of the Credit Committee may serve more than three (3) consecutive years but may be eligible for re-election after a minimum of one year not being a member of said Credit Committee;

58.      Any member of the Credit Committee shall be deemed to have vacated his or her office if:-

(a) he or she fails to attend three (3) consecutive regular meetings of the Committee without, in the opinion of the Board, having a reasonable cause;

(b) he or she fails to fails to perform any of the duties alloted to him or her as a member of the Committee;

(c) he or she resigngs by giving notice;

(d) he or she applies for bankruptcy or is declared bankrupt;

(e) he or she becomes of unsound mind and has been so found by a court in Barbados;

(f) he or she is convicted of any offence involving dishonesty; and

(g) he or she is a member of a prescribed class;

59.      The Committee may be removed from office by a special resolution made in a Special General Meeting called for that purpose if it fails to submit a report to the Board of Directors pursuant to Section 209 (1) (c) of the Act.

60.      Any vacancy of the Committee may be filled by the Board of Directors, but such member shall hold office only until the next Annual General Meeting, at which a member shall be elected to fill the vacancy for the unexpired term.

61.     

(1) The Credit Committee shall choose from their number a Chairman and a Secretary. These offices may not be held by the same person.

(2) The Secretary of the Committee shall prepare and maintain full and correct records of all actions taken by the Committee and shall submit a report to the Board of Directors pursuant to Section 209 (1) (c) of the Act.
The report shall state:-

(a) the number of loans applications received;

(b) the number and category of loans granted;

(c) the security obtained for such loans;

(d) applications denied; and

(e) the number and amount of delinquent loans.

62.      The Credit Committee shall hold such meetings as the business of the credit union may require, but not less frequently than once per month. Due notice of such meeting shall be given to the other members of the Committee by the Secretary.

63.      A majority of the Credit Committee, not including the Secretary or Treasurer, constitutes a quorum.

64.      The Credit Committee shall consider all applications for loans, make recommendations to the Board in respect of the applications and shall, subject to the authorisation of the Board, approve loans to members upon such term and conditions as specified by the Board.

65.     

(1) The Credit Committee may, by resolution, delegate to an employee the power to approve loans to members upon such terms and conditions as the Board specifies. A person to whom such power has been delegated shall be referred to as the Loan Officer.

(2) Any person authorised by the Credit Committee to approve loans shall submit a written monthly report to the Credit Committee stating the number of applications received, the number of loans granted and the security obtained and the number of loans denied. Such report shall become a part of the records of the Credit Committee.

(3) A loan not approved by the Loan Officer shall be subject to a review by the Credit Committee.

(4) No individual shall have authority to disburse funds of the credit union for any loan which has been approved by him or her in his or her capacity as a Loan Officer.

66.      The Credit Committee or Loan Officer shall enquire carefully into the character and financial condition of each applicant for a loan and his or her sureties to ascertain their ability to repay fully and promptly any obligation incurred by them, and to determine whether the loan sought is for a provident or productive purpose and will be of profitable benefit to the applicant and it shall, where applicable, endeavour diligently to assist applicants in solving their financial problems.

67.     

(1) No loan shall be made unless approved by the entire Credit Committee, if all the members are present or the Extra-ordinary Credit Committee according to By-law 67 (2).

(2) An extra-ordinary Credit Committee shall comprise of members of the Board, the Credit Committee and the Supervisory Committee and shall be convened if an officer, Director, Credit Committee member, Supervisory Committee member or employee requires a loan in excess of his or her total holding in shares, deposits and accumulated earnings, or if a loan is referred to it by the Credit Committee.

(3) A quorum of the Extra-ordinary Credit Committee shall be seven members of the Board, the Credit Committee and the Supervisory Committee sitting together. A meeting of the Committee is not properly constituted unless a quorum of the Board and each of the other committees are present. At such meetings, loans shall be approved by a vote of two-thirds of the members present. If there is a difference of opinion concerning the granting of a loan, the voting shall be taken by ballot.

(4) No member of the Credit Committee, the Board, the Supervisory Committee or any Loan Officer shall be present at the discussion of the approval of or approve a loan to himself, to a person for whom he or she is proposed as a surety ar any other person with whom he or she has a fiduciary relationship.

68.      When there are pending more loan applications than can be granted within the funds available, preference shall be given in all cases to applications for smaller loans if the need and the credit factors are nearly equal.

69.     

(1) The Supervisory Committee shall be elected at the Annual General Meeting and shall consist of three (3) members, none of whom shall be a member of the Board of Directors, the Credit Committee, or an Officer of the Society.

(2) No member of the Supervisory Committee may server more than three (3) consecutive years at any one time, but may be eligible for re-election.

70.      Any member of the Supervisory Committee shall be deemed to have vacated his or her office if:-

(a) he or she fails to attend three (3) consecutive meetings of the committee without, in the opinion of the Board, having a reasonable cause thereof;

(b) he or she fails to fails to perform any of the duties alloted to him or her as a member of the committee;

(c) he or she resigngs by giving notice;

(d) he or she applies for bankruptcy or is declared bankrupt;

(e) he or she becomes of unsound mind and has been so found by a court in Barbados;

(f) he or she is convicted of any offence involving dishonesty; and

(g) he or she is a member of a prescribed class;

71.      Any vacancy on the Committee may be filled by the remaining members of the Committee who may appoint a qualified member until the next Annual General Meeting at which a member shall be elected to fill the unexpired term.

72.     

(1)      The Supervisory Committee shall choose from their number a Chairman and a Secretary. These offices shall not be held by the same person.

(2)      The Supervisory Committee shall meet at least quarterly to:-

(a) examine the books of the Society;

(b) appraise the policies and operating procedures to make recommendations to the Board and the Credit Committee;

(c) confirm the cash instruments, property and securities of the Society;

(d) confirm the shares, deposits and other balances or holdings of the members;

(e) monitor the management of the Society;

(f) verify the assets of the Society and monitor whether the assets are properly protected;

(g) receive and investigate any complaints made by any member affecting the proper management of the Society; and

(h) at least once a year cause the pass books and accounts of the members to be verified with the records of the Society.

3.      Due notice of such meetings shall be given to the other members of the Committee by the Secretary. A majority of the members of the Committee shall constitute a quorum.

4.      In the process of their examination, the Committee shall examine:-

(a) applications for loans made during the period and satisfy themselves that for each loan made, an application states the purpose for which the loan was made, the description o fthe security offered and that it bears the approval fo the Credit or Extra-ordinary Credit Committee;

(b) loan bonds for each loan and satisfy themselves that each bond is properly filled out and signed by the borrower;

5.      Within twenty-one (21) days of the end of each month, the Treasurer shall submit for attestation by at least two (2) members of the Supervisory Committee, the statement for that month as required by Section 127 (2) of the Act.

73.      The Supervisory Committee shall keep minutes of its meetings and shall:-

(a) within seven (7) days of each meeting report the results thereof to the Board of Directors; and

(b) submit a written report for presentation to members at the Annual General Meeting.

74.      If, in the opinion of the Supervisory Committee the Board of Directors, the Credit Committee or any member thereof or any officer or employee of the Society is guilty of a flagrant violation of the provisions of the Act, Regulations or these By-laws or any misconduct or malpractice or has misappropriated or misdirected the funds, securities or other property of the Society, the Supervisory Committee shall forthwith inform the Registrar in writing and may in the event of a misappropriation or misdirection, suspend such person and shall forthwith request the Board to summon a General Meeting of the members to be held within fourteen (14) days after the suspension for the purpose of dealing with the charge.

At such General Meeting, such person may be removed as provided in By-law 41 (2) and (3).

75.      Loans shall be made to members only and for provident and productive purposes. All loans made shall be applied by the borrowing members to such purpose as the committee has approved.

76.      The terms and conditions on which loans may be made to members shall be fixed from time to time by the Board provided always that in no case shall a greater sum than $75,000 or 7.5 percent of the aggregate of the Society's capital, ordinary deposits and reserves, whichever is greater be lent to any member.

77.      The rates of interest on loans shall be fixed from time to time by the Board and the interest payable on loans shall be assessed on the monthly unpaid balance.

78.      No loan shall be made to a member to a member who is not in good standing, that is to say, is not the holder of at least a hundred (100) fully paid shares in the Society, or is in arrears in the payment of a current loan or instalment thereon or is otherwise a defaulter.

79.     

(1) Members who wish to obtain a loan shall submit an application on the forms provided by the Society and shall state the amount and the purpose for which the loan is required, the term for which it is asked, whether it is desired to repay it by instalment and the name of any proposed sureties or any other security to be offered and such other information as may be required.

(2)

(a) The Credit Committee shall consider at a meeting every application for a loan, and if the Committee is satisfied with the trustworthiness of the applicant, the sufficiency of the security offered and the prospects of advantage to the borrower in the way of increased productivity or economy or otherwise it may, if authorised by the Board, approve the loan or shall, if not authorised, recommend the sanction of the loan to the Board.

(b) No person other than members of the Credit Committee, the Secretary, the Treasurer, the Registrar and his staff shall be present at any meeting of the Committee when an application for a loan is under consideration.

(c) The proceedings with regard to loans at Committee meetings shall be kept secret, and any member of the Committee or officer of the Society infringing this By-law shall be liable to immediate expulsion or dismissal

(3) Loans, when approved by the Committee, shall be granted to members who are liable to obtain two (2) sureties approved by the Committee, or who can give other security to the satisfaction of the Committee or Loan Officer.

(4) When a loan is sanctioned by the Committee or Loan Officer, a notice shall be sent to the borrower to that effect and, before the amount is advanced, the borrower and his/her sureties shall execute an instrument in writing setting out the terms of repayment of the loan and containing such other terms and conditions as the Committee may consider necessary.

(5) A member may repay his/her loan prior to maturity in whole or in part on any business day of the Society.

80.     

(1) A member failing to pay any instalment of a loan at the time fixed shall, unless the time has been extended, pay such fine as the Board of Directors may from time to time fix. Such fines shall not exceed one percent per month on the amount in arrears with a minimum of $10.00.

(2) If a member fails to pay an instalment of a loan within three (3) months after the time fixed for payment and no extension of time has been granted, the whole or the balance of the loan then owing shall immediately become due

(3) When a member:-

(a) is in default in the payment of a loan or of an instalment of a loan; and

(b) does not satisfy the Board that such default is due to good cause, such a member shall not be entitled to receive another loan from the Society.

(4) If by any reason of sickness or some other cause a member finds that he or she will be unable to discharge his or her obligations to the Society, and notifies the Secretary in writing before a loan is due, the Board may extend the time fixed for payment on such conditions that it thinks fit.

(5) Where the Board is satisfied that a member of the Society who has obtained a loan has applied the proceeds thereof to a purpose other than the purpose which is stated in the application thereof under By-law 79 (1), the Board may, by notice in writing to the debtor, demand payment of the loan before the agreed date of payment.

(6) Where:-

(a) a loan or an instalment of a loan has not been paid on the date which it becomes due; and

(b) no extension for the payment thereof has been given to the debtor by the Board, under By-law 80 (4).

The board shall take steps necessary for the recovery of the same by:-

(i) applying any monies standing to the credit of members towards the payment of the debt;

(ii) referring the matter to the Registrar pursuant to Section 171 (1) of the Act; or

(iii) exercising any rights arising by law pursuant to Section 171 (8) of the Act;

(iv) Any other action which the Society deems necessary.

81.      For the purposes of By-law 80 (6), interest shall be deemed to be an instalment of a loan, but unless it is otherwise provided in the instrument required under By-law 79 (4), an instrument shall not be deemed to be delinquent unless it is three (3) months in arrears.

82.      The Board of Directors shall cause a list of all doubtful loans to be made available at the registered office of the Society for any examination required by the Credit Committee, the Supervisory Committee and the Auditor and shall send a copy of that list to the Registrar.

83.     

(1) The Society shall create a Reserve Fund in purusuance of the provisions of Section 197 (2) of the Act, in which twenty-five (25) percent of the net surplus before dividend shall be carried. All entrance, transfer, nomination and other fees shall also be carried to such fund.

(2) The Reserve Fund shall be kept liquid and intact and shall not be used or applied, except as provided in Regulations 22 (6) and 29 (1) and Section 34 (23) of the Act.

84.     

(1) The Society at the Annual General Meeting may declare dividends out of the net surplus after setting aside the prescribed reserves, and retiring all or any part of the deficit it has previously incurred. No dividend payable shall be greater than two percent above the savings rate set by the Central Bank of Barbados.

(2) A dividend shall be paid only on shares fully paid up before and during the dividend period and shall be calculated on the minimum quarterly balance provided always that a member shall be deemed to have one fully paid share for each five dollars ($5.00) paid in before said date in respect of several shares and that a proportional part of the dividend shall be paid on shares which become fully paid up.

(3) The Society may make contributions to any charitable purpose or to a common good fund, if a dividend of not less than five (5) percent has been recommended.

(4) The remaining net surplus of the Society shall be distributed among the members who have borrowed for the Society during accounting year in proportion to the interest paid by them during such year.

(5) Where the dividend and/or bonus payable to a member in any financial year is less than or equal to ten dollars ($10.00), that amount shall not be paid but shall be credited directly to the member's account.

85.      The Society may invest its funds as provided by Section 145 (9) out of the Act.

86.      The Board of Directors shall comply with the provisions of the Act and shall:-

(a) cause the books of the Society to be audited annually;

(b) approve the financial statements of the Society and place the comparative financial statements before the members at every annual meeting of members; and

(c) furnish the Registrar with a copy of the financial statements placed before the members within thirty (30) days of the Annual General Meeting.

87.      The financial year of the Society shall end on the 31^st day of March.

88.     

(1) The Board shall adopt for the use of the Society a distinctive seal having the name of the Society inscribed thereon. The seal shall not be affixed to any instrument except by the authority of a resolution of the Board and in the presence of at least one member of the Board and the Secretary Treasurer.

(2) Any instrument required to be signed on behalf of the Society shall be duly executed if signed by at least one (1) member of the Board and Secretary Treasurer.

(3) Cheques shall be signed as provided in Regulation 34.

89.      The Society shall keep the following books and forms:-

(a) a Register of members;

(b) a personal Ledger for each member;

(c) member's Pass Book on Statement;

(d) a Cash Receipt Journal;

(e) Deposit Slips;

(f) a Cash Disbursement and Journal;

(g) a General Ledger;

(h) a Register of Loans;

(i) Loan Application Forms;

(j) Loan Agreement Forms;

(k) Payment Vouchers;

(l) a file containing the Act, Regulations, and these By-laws;

(m) separate Minute Books for meetings of the Board, the Credit Committee, the Supervisory Committee, and other Sub-Committee(s) appointed by the Board and meetings of members.

90.      The corporate records of the Society, as stated in Section 26 (1) of the Act, shall be open to the inspection of any member having an interest in the funds of the Society. No person other than the member himself/herself, his/her agent or legal representative, a member of the Board, the Credit Committee or the Supervisory Committee, Registrar or his/her representative shall be allowed to see the Personal Account, Loan Agreement or Pass Book or the Register or papers relating to the Loan of any member without the consent of such member in writing.

91.      All disputes shall be determined in accordance with the provisions of Section 171 and 172 of the Act.

92.      These By-laws may be amended in accordance with the provisions of Sections 94 and 95 of the Act and Regulation 19.

93.      In these By-laws, unless the context otherwise requires expressions defined in the Act or the Regulations, shall have the meaning so defined, and words importing the singular shall include the plural and vice-versa, and words importing the masculine gender shall include the feminine gender and words importing persons shall include bodies corporate.

In these By-laws:-

"ACT" means the Co-operative Societies Act, 1990-23
"REGULATIONS" mean the Co-operative Societies Regulations 1993; and
"BY-LAWS" mean the registered By-laws made by the Society in exercise of any power conferred by the Act, and includes a registered amendment of the By-laws.

94.     

(1) The Society may be dissolved but only in the manner provided for in the Act.

(2) The funds for the Society shall be distributed in accordance with Section 159 of the Act in the event of dissolution.