SPARK The Energy Credit Union Bylaws

Interpretation

1.10    In these by-laws and all other by-laws of the credit   union, unless the context otherwise specifies or requires:

 

(a)     “Act” means The Credit Union Act, as from time to time amended, and every statute that may be substituted therefore and, in the case of such substitution, any reference in the by-laws of the credit union to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;

(b)     “by-law” means any by-law of the credit union, including any special by-law, from time to time in force and effect;

(c)     “credit union” means Spark The Energy Credit Union Limited and its successors;

(d)     “regulations” means the Credit Union Act regulations, which includes Credit Union (Ministerial) Regulation and Credit Union (Principal) Regulation, as amended from time to time, in force and effect;

(e)     all terms contained in the by-laws and which are defined in the Act shall have the meanings given to such terms in the Act; and

(f)      the singular shall include the plural and the plural shall include the singular; the masculine shall include the feminine and the feminine shall include the masculine and the neutral gender includes bodies corporate and politic.

 

1.20    These by-laws are in all respects subordinate to the Act and regulations, and shall not be interpreted as permitting any action that is prohibited by the Act or the regulations thereto. Whenever these by-laws are more restrictive than the requirements of the Act or regulations, the restrictions of these by-laws shall bind the credit union.

 

1.30    Where notice to a member is required, under these by-laws, other than the notice calling a general or special general meeting, a Board of Directors meeting, or a committee meeting, such notice shall be delivered in person or by ordinary mail or private courier, to the member’s last known address.  Notice, if delivered by ordinary mail or by courier, is deemed to have been given after the expiry of 10 days from the date the notice was delivered to the post office or from the date of delivery by private courier.

Membership

2.10    Membership in the credit union shall have no bond of association, with a specialized focus on energy industry workers and their affiliates.

 

2.20   Application for membership shall be made in writing or online, and the Board of Directors may from time to time specify the form of such applications.

 

2.30   To be eligible for membership a person is required to purchase a minimum of 25 common shares issued by the credit union with a par value of CAD $1.00 per share.

 

2.40   The Board of Directors may, at its discretion, authorize the executive management of the credit union or any other officer of the credit union to approve applications for membership in the credit union.

 

2.70   The Board of Directors may, for good and sufficient cause, by a resolution passed by a majority of not less than three quarters of the directors present at the meeting called to consider the resolution, terminate the membership of a member.

 

          A member whose membership is proposed to be terminated by a resolution of the Board of Directors is entitled to at least 10 days’ notice of the meeting at which the resolution is to be considered, together with a statement of grounds upon which the membership is proposed to be terminated, and the member is entitled to appear either personally, or by or with an agent or counsel, to make submissions at the meeting.

 

          Within 10 days after the date on which the resolution referred to is passed, the credit union shall notify the person whose membership was terminated.

 

2.71    A meeting of members may, by special resolution, terminate the membership of a member.

 

2.80   A person whose membership has been terminated by the Board of Directors or by special resolution may appeal the decision to the Board of Directors within 60 days.

 

2.90     Board of Director’s approval is required before the credit union’s membership list is made available to any individual or organization for any purpose.

Shareholdings

Common Shares

3.10    A member may hold up to 5% of the total outstanding common shares as indicated on the Audited Financial Statements.

 

3.20   Where a person holding common shares wishes to request the credit union redeem all, or a portion, of their shares they shall make such a request in writing to the credit union. On approval by a resolution of the Board of Directors and subject to Section 111 of the Act and the credit union’s by-laws the credit union shall, after deduction of all amounts due from the person to the credit union, remit to them the balance due in respect of the shares redeemed.

 

3.30   Where a person holding common shares wishes to transfer shares in the credit union they shall make their request to transfer in writing to the credit union. On approval by a resolution of the Board of Directors and subject to Section 110 of the Act and the credit union’s by-laws the credit union shall, after payment of all amounts due from the person to the credit union, transfer the balance of their shares.

 

3.40   A transfer or redemption of common shares will be permitted only under any one of the following conditions:

 

(a)     a member’s membership has been terminated;

(b)     all or a portion of the common shares are transferred to an associate account;

(c)     the member will continue to hold 1,000 common shares after the redemption or transfer; or

(d)     registered common shares may be redeemed on termination or transfer of the registered contract.

 

The priority for redemption or transfer will be the date of application for redemption.  If the limit of withdrawals (10% credit union prior year end share balance in any one year) has been exceeded in the current year as per Section 111(3) (b) of the Act, then the applications will be given first priority in the following year.

 

3.50   The Board of Directors may declare dividends on common shares and set levels of patronage rebates. Patronage rebates will be in the form of loan interest rebates and/or additional deposit interest bonuses.

 

Investment Shares

3.60   The Board of Directors shall be authorized to issue a class of special shares, to be called Investment Shares, in an unlimited number of series, and with the rights and restrictions designated by the Board of Directors in accordance with Part 9 and Section 230(b) of the Act and Part 8 Division 1.1 of the Credit Union (Principal) Regulations.

Membership Meetings

4.10   Notice of a general meeting of the credit union, in accordance with Sections 58 and 62 of the Act, shall be made by:

 

(a)     sending the notice by ordinary mail or otherwise delivered to the last known address of the member as shown on the records of the credit union;

(b)     posting a notice in each office of the credit union; or

(c)     an electronic notice.

 

4.12    Provided that the conditions under Section 58(3) of the Act for notice of an adjourned meeting are met, no further notice need be provided by the credit union of an adjourned meeting.

 

4.20   The chairperson of any meeting of members shall be the Chair, or in their absence, the Vice Chair, or in the absence of both of them, an alternate person appointed by the Board of Directors.  If the secretary of the credit union is absent, the chairperson shall appoint an alternate person to act as secretary of the meeting.

 

4.30 The business to be conducted at an annual general meeting of the credit union shall include, but not be limited to, the following:

 

(a)     Roll call or registration of members to determine whether the quorum requirements of the Act have been met.

(b)     acknowledgment of guests;

(c)     appointment of Scrutineers;

(d)     report of the Audit Finance Committee;

(e)     report of the Credit Committee;

(f)      adoption of the minutes of the last meeting;

(g)     report of the Board of Directors;

(h)     financial statement presentation;

(i)      auditor’s report;

(j)      new business;

(k)     election results and motion to destroy ballots; and

(l)      adjournment.

 

4.31  The rules of order for membership meetings shall be governed by Robert’s Rules of Order.

 

4.40   At all general meetings of the members of the credit union, quorum shall be, as per Section 59 of the Act, 50 members if the credit union has assets of less than $500,000,000, or where a special resolution is presented, the quorum shall be 75 members when the credit union has assets of less than $500,000,000.   If no quorum is present, the presiding officer of the meeting shall adjourn the meeting to a date not less than 10 days or more than 30 days thereafter.

 

4.50   Voting at a meeting of members shall be by show of hands, except where a ballot is demanded by a member entitled to vote at the meeting.

 

4.51    At any meeting, unless a poll is called for, a declaration by the chairperson of the meeting that a resolution has been carried by the required majority shall be conclusive evidence of the fact.

 

4.52   Scrutineers appointed at a meeting of the members for the purposes of ascertaining the results of a ballot shall be entitled to any information and may examine any records of the credit union necessary to determine the validity of any ballots.

 

4.53   A member’s vote by ballot will be considered spoiled wherein:

 

(a)     more than the permitted number of candidates for an election has been selected on the ballot;

(b)     the ballot is irregular by way of being a forgery of an official ballot;

(c)     a name(s) other than a duly nominated candidate has been written onto the ballot; or

(d)     the choice marked is unclear or illegible or subject to reasonable doubt, including, but not limited to, by reason of erasures or misplaced marks.

 

4.60   The only persons entitled to be present at a meeting of members shall be those entitled to vote thereat, the auditors of the credit union and others who, although not entitled to vote, are entitled or required under any provision of the Act to be present at the meeting.  The President of the Treasury Board, Minister of Finance or their designate, and the designated representative of the Credit Union Deposit Guarantee Corporation shall be entitled to attend all such membership meetings, but are not entitled to vote.

 

4.61    The Board of Directors may, in accordance with S.60.1(1) of the Act, provide a facility where members or any other persons entitled to be present at a meeting, as described in clause 4.60, may participate in the meeting by means of telephonic, electronic or other means of communication that permit all persons participating in the meeting to communicate adequately with each other during the meeting.

Voting Rights

5.10    The Board of Directors may set by resolution a record date for the purpose of determining which members are to receive notice of a meeting and who are to be entitled to vote at a meeting, which record date shall not be later than 10 days before the date of the meeting or earlier than 40 days before the date of the meeting.

 

5.20   Any member of the credit union may vote on any question before the members but, subject to the by-laws and Section 60(3) of the Act, has only one vote on any question.

 

5.21    Each membership shall have only one vote.

         

5.22   A minor may not vote on any matter being dealt with by the special or general meeting.

 

5.23   Where a member of the credit union is other than a natural person, the credit union shall recognize an individual authorized by resolution of the directors or governing body of that member to represent it at meetings of members of the credit union.

 

5.24   A member may vote in their own right, as well as for the corporation(s) or association(s) they represent, as long as the body corporate(s) or association(s) is a member.

Voting

5.40   Ballots for elections must be distributed to all members eligible to vote by any one or combination of the following methods:

 

(a)     in branch ballots; and/or

(b)     any secure electronic means.

 

All voting for nominees to the position of director shall be by secret ballot.

 

Members will be informed about the means of voting and the candidates sufficiently in advance of the election deadline to permit not less than 15 days for completion.       

 

5.41    Mail, electronic and in-branch ballots shall include complete instructions for completion.

 

5.42   Mail ballots shall include the election ballot, a ballot envelope which can be sealed with a place for voter name, address to permit voter verification, and a postage not paid ballot return envelope.

 

5.43   All mail, electronic and in-branch ballots shall be returned addressed directly to the Chair of the Nominating Committee, appointed by the Board of Directors for verification and counting. 

 

5.44   The deadline for all ballots shall be a sufficient time in advance of the date of the Annual Meeting to permit a list of those members whose ballot was included in the election count to be prepared prior to such date.  No ballots received after the deadline for return of ballots shall be included in the election count.

 

5.45   A ballot will be considered spoiled when:

 

(a)     more than one ballot is included in a ballot envelope;

(b)     the ballot return form does not contain sufficient information to permit voter verification;

(c)     more than the permitted number of candidates for an election has been selected on the ballot;

(d)     the ballot is irregular by way of being a forgery of an official ballot;

(e)     a name(s) other than a duly nominated candidate has been written onto the ballot; or

(f)      the choice marked is unclear or illegible or subject to reasonable doubt, including, but not limited to, by reason of erasures or misplaced marks.

Board of Directors

6.10   A director, in addition to the qualifications under Section 65 of the Act, must meet the following qualifications:

 

(a)     shall be bondable and have a positive credit history;

(b)     shall not have served as a director more than three consecutive terms;

(c)     shall not be employed by or hold a directorship in a competing financial institution;

(d)     shall not be in breach of their oath of office as a director, including but not limited to confidentiality of credit union or member information;

(e)     shall not be in violation of the credit union’s policies or by-laws; and

(f)      shall not be an employee of the credit union.

 

6.11    Where a director no longer meets the qualifications of a director under Section 6.10 of the by-laws, they shall submit their resignation to the Board of Directors and if they fail to do so, the Board of Directors shall remove the director if it becomes aware of a defect in their qualifications and shall record its action in the minutes.  In the event the facts surrounding the defect in qualifications are unclear or the situation can be corrected, a director may be suspended by a special resolution of the Board until the matter of their qualification is resolved or for a specified period of time not to exceed 60 days.

 

6.12    A director ceases to hold office when the director:

         

(a)     dies or resigns;

(b)     is removed from office by ordinary resolution of the members at a general meeting; or

(c)     becomes disqualified unless a resolution to suspend is passed pursuant to Section 6.11 of the by-laws.

 

6.20   The Board of Directors shall consist of not less than 9 persons duly elected by the members.

 

6.40   Members elected to the Board of Directors shall hold office until the third Annual Meeting following their election to the Board of Directors, provided, however, that where a vacancy has arisen, the Board may designate terms for less than 3 years, to ensure that a minimum of 1/3 of the director’s terms will expire every year.

 

6.41    If there is a failure to elect the minimum number of   directors at a meeting of members, the directors then in office shall forthwith call a meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.

 

6.42   Where a vacancy occurs on the Board of Directors, the Board of Directors shall appoint a replacement within 90 days, except that where the period of time until the next Annual Meeting is less than 90 days, the Board of Directors may leave the position vacant until the credit union’s next Annual General Meeting.  First consideration will be given to unsuccessful candidates from the previous election.

 

6.50   At the first meeting following the Annual General Meeting of the Credit Union, the Board of Directors shall choose from their own members a Chair and a Vice Chair, and such other officers as they consider necessary. Where an election is required elections for officers shall be by secret ballot.  All officer elections shall be decided by a majority vote with the candidate receiving the least votes dropped from each succeeding ballot until a majority is established.

 

6.60   A director is required to attend a minimum of 75% of Board Meetings per year.  If a director fails to attend the required number of meetings in a year or misses three consecutive meetings without good cause their office may be declared vacant by the Board of Directors and the vacancy shall be filled as provided for in Section 6.42 of the by-laws.

 

6.70   Power normally carried out by the Board of Directors may be restricted by the by-laws established by the membership.

Designation and Powers of Officers

7.10    Officers of the credit union shall include those identified in Section 1(1) (mm) of the Act and in the regulations.

 

7.20   All officers shall perform such other duties not inconsistent with the Act, regulations and credit union by-laws as may be authorized by the Board of Directors.

 

7.21    The Board Chair shall have the following powers and duties:

 

(a)     shall be an ex-officio member of all committees;

(b)     shall preside at all meetings of the Board of Directors unless they are unable to do so;

(c)     shall be one of the signing officers of the credit union;

(d)     shall ensure that a delegate attends Alberta Central’s Annual General Meeting and ensure representatives of the credit union participate in Credit Union System meetings; and

(e)     shall perform such other duties and functions as the Board of Directors may prescribe.

 

7.22   The Vice Chair shall substitute for the Board Chair and perform all of their duties and exercise all of their powers when the Board Chair is unable to do so, and shall be an ex-officio member of all committees.

 

7.23   The secretary shall attend all meetings of the Board of Directors and shall cause correct minutes to be kept of the said meetings. The secretary shall cause proper notice of all meetings of the Board of Directors and the membership to be given.  In their absence, the Board Chair of the meeting shall appoint an alternate secretary for the meeting in question.

Committees

8.10   The Board of Directors shall appoint or elect committee members, executives or officers.  Where an election is required it shall be by secret ballot and shall be decided by a majority vote with the candidate receiving the least votes dropped from each succeeding ballot until a majority is established.

 

8.20   The Audit Finance Committee may, to fulfill its duties, utilize the services of an internal/external auditor, and the internal/external auditor shall report directly to the audit or Audit Finance Committee all of their findings.

 

8.21    The Credit Committee may delegate any of its powers, duties and functions to approved officers or employees of the credit union who shall report directly to the Credit Committee on a regular basis. Any such delegation does not relieve the Credit Committee of its responsibility under the Act.

Board of Directors and Committee Meetings

9.10   The Board of Directors shall meet four times, at minimum, per year or more if needed.

 

9.20   Committees of the Board of Directors shall meet according to the following minimum schedules:

 

(a)     Audit Finance Committee – shall meet accordingly to the Act and the credit union’s policy will define the exact number of meetings; and

(b)     Credit Committee – shall meet accordingly to the Act and the credit union’s policy will define the exact number of meetings.

 

9.30   A Board of Directors meeting or Committee Meeting may be held by means of telephone or other communication facilities which permit all persons participating in the meeting to hear each other, and, for the purposes of Section 66 of the Act, the directors participating by those means are deemed, subject to the requirements of the Act, to be present at the meeting.

 

9.40   Notice of Board of Directors or Committee Meetings, including the date, time, place and agenda shall be communicated by announcement at the preceding meeting, by telephone, by mail or electronic mail to each director or committee member not less than 7 days prior to the meeting. 

 

9.41    Notice may be waived by the Board of Directors or committee upon a vote of the directors or committee members, as applicable, with simple majority agreement, for the purpose of holding an emergency meeting of the Board of Directors or committee.

 

9.50   A quorum of the Board of Directors shall be not less than 6. 

 

A quorum of a Committee of the Board of Directors shall be not less than:

 

(a)     Audit Finance Committee – 3 Directors

(b)     Credit Committee – 3 Directors, Managers, and/or non-Management subject matter experts

 

9.60   Voting by the Board of Directors or committees shall be by a show of hands, unless otherwise required by the Board of Directors or committee.

Subsidiaries

10.10  The Board of Directors may establish a subsidiary provided the functions of the subsidiary are consistent with the objects of the credit union.

 

          Any subsidiary of the credit union must be approved by the general membership of the credit union at an Annual General Meeting or a special general meeting called for the purpose of discussing the proposal.

Related Party Transactions

11.10   The credit union may, with the approval of the Board of Directors:

(a)     enter into a contract of employment with a related party who is not a director, officer or prospective officer of the credit union;

(b)     enter into a transaction with a related party which involves minor general expenditures by that corporation which do not exceed the amounts prescribed by Section 51(1) of the Act; and

(c)     enter into a transaction with a related party for the sale of goods or the provision of services at fair market rate.

Revised: 23 March 2021

 

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