That this annual general meeting agrees to amend the Standard Rules for Credit Unions (Republic of Ireland) by the replacement of sections 1-29 (inclusive) with the following:

 

SECTION 1.

INTERPRETATION

Rule 1. Interpretation

 

the Act means the Credit Union Act 1997;

 

“the Acts” means the Credit Union Acts 1997 to 2012;

 

“the 2012 Act” means the Credit Union and Cooperation with Overseas Regulators Act 2012;

 

‘amendment’ in relation to the rules of a credit union, includes a new rule, and a resolution rescinding a rule, of the credit union;

 

‘annual accounts’ has the meaning given by section 111(6) of the Act;

 

‘annual general meeting’ has the meaning given by section 78(1) of the Act;

 

‘Bank’ means the Central Bank of Ireland;

 

‘board of directors’ means the body which has general control, direction and management of a credit union and to which section 53 of the Act relates;

 

‘board oversight committee’ has the meaning given by section 76L of the Act;

 

‘books and documents’ includes accounts and records made in any manner, and ‘books or documents’ shall be construed accordingly;

 

‘business continuity’ and ‘business continuity plan’ have the meanings given to them, respectively, by section 76I of the Act;

 

‘chair’ has the meaning given by section 55A(2) of the Act;

‘civil partner’ has the same meaning as it has in the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010;

 

‘cohabitant’ has the same meaning as it has in the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010;

 

‘common bond’ means a common bond falling within section 6(3) of the Act;

 

‘compliance officer’ has the meaning given by section 76D of the Act;

‘credit union’ means a society registered as such under the Act, including a society deemed to be so registered by virtue of section 5(3) of the Act;

 

‘financial services legislation’ where applicable to credit unions acting under any authorisation from the Bank provided for by law, means:

 

(a) the designated enactments within the meaning of section 2 of the Central Bank Act 1942,

 

(b) the designated statutory instruments within the meaning of section 2 of the Central Bank Act 1942, and

 

(c) the Central Bank Acts 1942 to 2011 together with the statutory instruments made under those Acts;

 

‘general meeting’ means an annual general meeting or a special general meeting;

 

‘manager’ means the individual appointed to the role of manager of the credit union under section 63A of the Act;

 

‘management team’ has the meaning given by section 55(1)(i) of the Act;

 

‘meeting’ includes, a meeting of delegates appointed by members;

 

‘member of the family’ in relation to any person, means that person’s father, mother, grandfather, grandmother, father-in-law, mother-in-law, spouse or civil partner, cohabitant, son, daughter, grandson, granddaughter, brother, sister, half-brother, half-sister, uncle, aunt, nephew, niece, first cousin, step-son, step-daughter, step-brother, step-sister, son-in-law, daughter-in-law,

brother-in-law or sister-in-law;

 

‘Minister’ means the Minister for Finance;

 

‘nomination committee’ has the meaning given by section 56B(1) of the Act;

 

‘non-qualifying member’ has the meaning given by section 17(4) of the Act;

 

‘officer’ includes:

 

1. the chair, the secretary or any other member of the board of directors, a member of a principal Committee, a member of the board oversight committee, risk management officer, compliance officer, credit officer or credit control officer of the credit union,

 

1. an employee of the credit union to whom paragraph (a) does not apply, and

 

1. a voluntary assistant of the credit union,

 

but does not include an auditor appointed by the credit union in accordance with the requirements of the Act;

 

‘organisation meeting’ has the meaning given by section 77(1) of the Act;

 

‘pass book’ includes any type of written statement of account;

 

‘persons claiming through a member’ includes the executors or administrators and assignees of a member and, where nomination is allowed, the member’s nominee;

 

‘prescribe’ has the meaning given by section 2 of the Act;

 

‘principal committee’ means a credit committee, credit control committee or membership committee;

 

‘registered’ means for the time being entered in the register maintained by the Bank and ‘registration’ shall be construed accordingly;

‘risk management officer’ has the meaning given by section 76C(1) of the Act;

 

‘risk management system’ has the meaning given by section 76B(1) of the Act;

 

‘savings’ has the meaning given by section 27(1) of the Act;

 

savings protection scheme means the scheme established by the Irish League of Credit Unions to protect, in whole or in part, the savings of members of the credit union in the event of insolvency or other financial default on the part of the credit union and, for this purpose, savings includes shares, deposits and all other funds held by a credit union on behalf of its members;

 

‘share’ means each sum of one euro standing to the credit of a member of the credit union in respect of shares in the register of members required by the Act to be kept by the credit union;

 

‘special general meeting’ shall be construed in accordance with section 79 of the Act;

 

‘special resolution’ means a resolution which is passed by a majority of not less than three quarters of such members of a credit union present and voting and who are for the time being entitled to vote in person at any general meeting of which notice, specifying the intention to propose the resolution, has been duly given according to the rules of the credit union;

 

‘strategic objectives’ has the meaning given by section 76A(1) of the Act;

‘strategic plan’ has the meaning given by section 76A(1) of the Act;

 

‘voluntary assistant’ means a member of the credit union who, although not a remunerated employee of the credit union, is engaged in any way in the operation of the credit union.

 

 

 

 

 

The masculine shall, where necessary, include the feminine and the singular shall, where necessary, include the plural.

 

 

The marginal notes and headings are inserted for convenience of reference only and shall not affect the construction of these rules.

 

Reference to an Act or Regulations means the relevant Act or Regulations in force including every statutory extension, modification and re-enactment thereof from time to time in force.

SECTION 2. NAME AND OBJECTS

 

Rule 2. Name

(1) The name of the credit union shall be

 

Ayrfield Credit Union Limited (hereinafter referred to as the credit union).

 

As soon as practicable, the credit union shall cause its registered name to be painted or affixed, and to be kept painted or affixed, in a conspicuous position and in letters easily legible, on the outside of its registered office and every other office or place in which the business of the credit union is carried on, and shall have that name engraved in legible characters on its seal and set out in legible characters:

 

(a) in all notices, advertisements and other official publications of the credit union;

 

(b) in all business letters of the credit union;

 

(c) in all bills of exchange, promissory notes, endorsements, cheques, orders for money or goods and other instruments purporting to be signed by or on behalf of the credit union; and

 

(d) in all bills, invoices, receipts and letters of credit of the credit union.

 

(2) The credit union shall not use any name or title other than its registered name.

 

(3) The credit union which is a sub-office of a registered credit union may cause its name, along with the registered name of the credit union, to be painted or affixed, and to be kept painted or affixed, in a conspicuous position and in letters easily legible, on the outside of its office.

 

 

 

 

 

 

 

Rule 3. Change of registered name

(1) A credit union may not change its name except in accordance with the Act and this rule.

 

(2) A credit union may change its name:

 

(a) by a resolution for the purpose passed at a general meeting of the credit union after the giving of such notice as is required by the rules of the credit union for a resolution to amend the rules; and

 

(b) with the prior approval in writing of the Bank.

Rule 4. Use of seal

(1) The credit union shall have its name engraved in legible characters on a seal which shall be kept in such custody as the board of directors may appoint.

 

(2) The seal of the credit union shall be used only under the authority of a resolution of the board of directors, and shall be attested by the signatures of two directors of the credit union and the countersignature of the secretary for the time being.

 

Rule 5. Objects

(1) The objects for which the credit union is formed are:

 

(i) the promotion of thrift among its members by the accumulation of their savings;

 

(ii) the creation of sources of credit for the mutual benefit of its members at a fair and reasonable rate of interest;

 

(iii) the use and control of members' savings for their mutual benefit;

 

(iv) the training and education of its members in the wise use of money;

 

(v) the education of its members in their economic, social and cultural well-being as members of the community;

 

(vi) the improvement of the well-being and spirit of the members' community; and

(vii) subject to section 48 of the Act, the provision to its members of such additional services as are for their mutual benefit.

 

(2) Pursuant to these objects, the credit union may:

 

(a) acquire property of any description permitted by or under the Act; and

 

(b) do anything expedient for accomplishing, or conducive to or consequential upon, the objects for which the credit union is formed.

 

Rule 6. Operating principles

The credit union shall conduct its affairs within the framework of the Operating Principles as set out in the preface hereto and in accordance with these rules.

SECTION 3. REGISTRATION

Rule 7. Registered office

(1) The registered office of the credit union shall be

 

Ayrfield Credit Union, Blunden Drive, Dublin 13.

 

or such other place as may from time to time be determined by the board of directors.

 

(2) Notice of any change in the situation of the registered office shall be sent within fourteen days to the Irish League of Credit Unions (in a form provided for the purpose by the Irish League of Credit Unions) and to the Bank..

 

SECTION 4. RULES

 

Rule 8. Rules

(1) The rules of the credit union may specify the form of any instrument necessary for carrying the purposes of the credit union into effect.

 

(2) An acknowledgment of registration issued to the credit union under the Act shall constitute an acknowledgment, and, unless the contrary is proved, be sufficient evidence of the registration of the rules of the credit union in force at the date of the acknowledgment of the registration of the credit union.

Rule 9. Amendment of registered rules

(1) The rules of the credit union shall not be amended except by a resolution passed by not less than two-thirds of the members of the credit union present and voting at an annual general meeting or at a special general meeting called for the purpose of considering a resolution proposing an amendment of the rules. Notice of the proposed amendment shall be given in writing to each member and to the auditor at the same time as the notice of the meeting is given.

(2) The credit union shall not unilaterally amend the standard rules of the Irish League of Credit Unions.

(3) Rules, or amendments of rules, proposed by the Irish League of Credit Unions for its members shall be laid before the next annual general meeting or special general meeting of the credit union called for the purpose.

(4) A copy of any notice of amendment of rule shall be sent to the Irish League of Credit Unions at the same time as such notice is sent to the members of the credit union.

(5) An amendment of the registered rules of the credit union shall not be valid until the amendment has been registered under the Act, for which purpose two copies of the amendment, signed by four members, one of whom shall be the secretary and another a director, shall be sent to the Bank.

 

(6) Before sending a copy of the amended rules to the Bank under paragraph (5) the credit union is required to satisfy itself that the amendment is not contrary to the financial services legislation.

 

(7) Paragraph (5) shall not apply to a change in the situation of the registered office of the credit union, or to a change in the name of the credit union in accordance with section 11 of the Act, but notice of any such changes shall be sent forthwith to the Bank and to the Irish League of Credit Unions.

 

(8) A copy of the rules and all amendments thereto shall be sent to the Irish League of Credit Unions immediately after the acknowledgment of registration has been received.

 

(9) Copies of amendments to the rules shall be displayed in the place of business of the credit union.

 

SECTION 5. MEMBERSHIP

 

Rule 10. Minimum number

The minimum number of members of the credit union at any time shall be fifteen.

 

Rule 11. Membership

Membership shall be limited to and consist of the signatories to the application to register the credit union and such other persons having the following common bond:

 

Our Common Bond covers the following areas:

 

The residence in the area of Dublin bounded by:

The Malahide Road (R107) from its junction with Tonlegee Road (R104),

Along Tonlegee Road to its junction with Grange Road,

Along Grange Road and the Hole-in-the-Wall Road to the latter’s junction with Balgriffin Road (R123),

Then along Balgriffin Road to the junction with Malahide Road (107),

Along Malahide Road to its junction with Baskin Lane,

Along Baskin Lane to its junction with Clonshaugh Road,

Along Clonshaugh Road to the Roundabout on the N32

then to the Malahide Road, Darndale Estate, Belcamp Estate, Northern Cross, Cara Park, Baskin Cottages and Ashgrove Estate.

 

Have been members of the credit union in accordance with these rules, and comply with such of the rules as relate to membership and including, if otherwise qualified, such other persons as were members of the unincorporated body known as

 

Ayrfield Credit Union Limited, immediately before the date on which such body secured registration as Ayrfield Credit Union Limited.

 

Rule 12. Application for membership

Each application for membership must be in writing and must be approved in the manner set forth in rule 13 in accordance with the relevant form set out in the appendix hereto.

 

Rule 13. Qualifications for membership

 

(1) An applicant shall be admitted to membership only when:

 

(i) it shall have been determined that he is eligible for membership in accordance with rule 11; and

 

(ii) his application for membership shall have been approved by the affirmative vote of a majority of the board of directors or by a duly appointed and authorised membership committee present at a meeting at which the application is considered; and

 

(iii) he has paid an entrance fee of €1.27 (not more than €1.27); and

 

(iv) he has paid for a minimum of €10.00 share(s) (this minimum to be at least one and not more than ten or such larger number of shares as may be prescribed by the Minister) in the credit union; and

 

(2) A person shall be treated as having the qualification required for admission to membership of the credit union if he is a member of the same household as, and is a member of the family of, another person who is a member of the credit union and who has a direct common bond with those other members.

 

(3) A person so admitted to membership of the credit union shall assist in financing the Irish League of Credit Unions in accordance with Rule 109 (6).

Rule 14. Person under age 16

 

(1) A person under the age of sixteen:

(a) may be a member of the credit union, and

 

(b) subject to paragraph (2), may enjoy all the rights of membership, other than voting rights, and can give all necessary receipts.

 

(2) Notwithstanding anything in paragraph (1), a member of the credit union who is not of full age may not be a member of the board of directors or of a principal committee or an office manager of the credit union.

 

(3) Where the member under age sixteen cannot give the necessary receipts, the signature of the parent or guardian, at the discretion of the board of directors, will be sufficient.

Rule 15. Incorporated or unincorporated body

 

Notwithstanding any other provision in these rules, a body (whether incorporated or unincorporated), the majority of the members of which are, and continue to be, eligible for membership of the credit union may itself be admitted to, and retain membership of, the credit union, with the same rights and obligations as a natural person but, on application, made in accordance with the relevant form in the appendix hereto, must submit a copy of its rules and a copy of the resolution from its governing body authorising application for membership.

 

Rule 16. Appeal against refusal of membership

(1) A person who applies for membership of the credit union in accordance with the rules and is refused membership may appeal against the refusal in accordance with section 18 of the Act.

Rule 17. Member ceasing to have the common bond

 

(1) A member who held the common bond of the credit union shall not cease to be a member solely because that member no longer holds the common bond of the credit union.

 

(2) If a member of a credit union ceases to have the common bond required of members of that credit union, any such member (referred to as a non-qualifying member) shall be left out of account in determining for any purpose whether a common bond exists between the members of the credit union.

Rule 18. Non-exclusion

A member of the credit union shall not be excluded from membership by any amendment of the credit union's rules registered after he became a member.

 

Rule 19. Dormant accounts

 

The credit union may deal with shares and deposit accounts as hereinafter provided when there has been no member initiated transaction on the account for a period of three years and when no reply has been received within thirty days from the member to a notice sent, by ordinary post, to him at his last known address, of intent by the credit union to close the account(s). Such share and deposit accounts shall then be transferred to the reserve account. Dividends and interest shall continue to be payable on such accounts.

 

Rule 20. Cesser of membership

A person ceases to be a member:

 

(a) on his withdrawal from the credit union; or

 

(b) on ceasing to hold the minimum shareholding, in accordance with rule 13(iv); or

 

(c) on death; or

 

(d) on expulsion from the credit union; or

 

(e) in the case of a member other than a natural person, on its dissolution, or the taking of an effective action to wind it up; or

 

(f) if, after admission, any defect is discovered in his qualification for membership at the time of his admission.

 

Rule 21. Forfeiture of payments on shares

Written notice to his last known address shall be sent to any person who ceases to hold the minimum shareholding in accordance with rule 13(iv) after he has been admitted to membership, which notice shall state that his membership of the credit union has ceased in accordance with rule 20(b).

Rule 22. Expulsion and withdrawal

(1) A member may be expelled from the credit union by a resolution for his expulsion passed by not less than two-thirds of the members present and voting at a special general meeting called for the purpose, provided that the member concerned:

 

(a) is given at least twenty one days' notice in writing of the meeting and the proposed resolution; and

 

(b) is given a reasonable opportunity of being heard at the meeting.

 

(2) A member who is expelled from the credit union may appeal against the expulsion to a Judge of the District Court for the district in which the registered office of the credit union is situated.

 

(3) A member of the credit union may withdraw from membership of the credit union at any time, by notice in writing to the credit union, subject to the provisions governing the withdrawal of moneys from the credit union contained in these rules.

 

(4) Subject to paragraphs (5) and (6), all moneys due in respect of withdrawable shares and deposits by the credit union to a member who withdraws or is expelled from the credit union shall be paid to him after deduction of all moneys due from him to the credit union; and the nominal value of non-withdrawable shares held by a member who is expelled (but not one who withdraws) may also be paid to him (after deduction of all moneys so due).

 

(5) Notwithstanding anything in these rules or in any contract, the credit union may, if it thinks fit, postpone payment of the whole or any part of the moneys to be paid as mentioned in paragraph (4) until the end of the period of sixty days beginning on the date of the expulsion or withdrawal of the member concerned.

 

(6) No payment in respect of shares shall be made by the credit union to a withdrawing or expelled member while any claim due on account of deposits is unsatisfied and no payment of any description shall be made to such a member unless all his liabilities (including contingent liabilities) to the credit union, whether as borrower, guarantor or otherwise, have been fully discharged or otherwise fully provided for by a person other than the credit union.

 

(7) The withdrawal or expulsion of a member from the credit union shall not operate to relieve that member from any liability to the credit union which exists at the time of the withdrawal or expulsion.

SECTION 6. PASSING OF A MEMBER'S INTEREST

 

Rule 23. Nomination of property in the credit union

(1) Subject to paragraphs (2) to (4), a member of the credit union who is of or over the age of sixteen may, by a written statement signed by him and:

 

(a) made in any book kept at the credit union's registered office, or

 

(b) delivered at or sent to that office during his lifetime,

 

nominate a person or persons to become entitled at his death to the whole, or such part or parts as may be specified in the nomination, of any property in the credit union (whether in savings, loans, insurances or otherwise) which he may have at the time of his death.

 

(2) The nomination by a member of the credit union under paragraph (1) of a person who is at the date of the nomination an officer of the credit union shall not be valid unless that person is a member of the nominator's family.

 

(3) For the purpose of the disposal of any property which is the subject of a nomination under paragraph (1), if at the date of the nominator's death the amount of his property in the credit union comprised in the nomination exceeds €23,000 or such other maximum as may be prescribed by law, the nomination shall be valid to the extent of €23,000 or such other maximum as may be prescribed by law but not further or otherwise.

 

(4) A nomination by a member of the credit union under paragraph (1) may be revoked or varied by a subsequent nomination by him under that paragraph or by any similar document in the nature of a revocation or variation signed by the nominator and delivered to the credit union's registered office during his lifetime; but such a nomination shall not be revocable or variable by the will of the nominator or by any codicil to his will.

 

(5) The credit union shall keep a record:

 

(a) of the names of all persons nominated by its members under paragraph (1) and such other details as will positively identify the nominees: and

 

(b) of all revocations or variations (if any) of nominations under that paragraph.

 

(6) The marriage of a member of the credit union shall operate as a revocation of any nomination made by him under paragraph (1) before his marriage, but if, in ignorance of a later marriage, an officer of the credit union transfers any property of that member in pursuance of such a nomination, the receipt of the nominee shall be a valid discharge to the credit union, and the credit union shall be under no liability to any other person claiming the property.

 

(7) A nomination under paragraph (1) shall be revoked by the death of the nominee before the death of the nominator.

 

Rule 24. Proceedings on death of nominator

(1) Subject to paragraph (2), where any member of the credit union has made a nomination under rule 23, the board of directors, on receiving satisfactory proof of the death of that member, and if and to the extent that the nomination is valid under paragraph (1) of rule 23, shall in the case of each person entitled under the nomination either transfer to him, or pay him the full value of, the property to which he is so entitled.

 

(2) Where any of the property comprised in a nomination under rule 23 consists of shares in the credit union, paragraph (1) shall have effect notwithstanding that these rules declare the shares in the credit union not to be transferable; but if the transfer of any shares comprised in the nomination in the manner directed by the nominator would raise the shareholding of any nominee beyond the maximum for the time being permitted in the credit union, the board of directors:

 

(a) shall not transfer to that nominee more of those shares than will raise his shareholding to that maximum; and

 

(b) shall pay him or transfer to his deposit account the value of any of those shares not transferred.

 

(3) Where any sum falls to be paid under paragraph (1) or paragraph (2) to a nominee under the age of sixteen years, the credit union may pay that sum to either parent, or to a guardian, of the nominee or to any other person of full age:

(a) who will undertake to hold it on trust for the nominee or to apply it for his benefit; and

 

(b) whom the credit union may think a fit and proper person for the purpose;

 

and a receipt for that sum signed by that parent, guardian or other person shall be a sufficient discharge to the credit union for all money so paid.

 

Rule 25. Provision for small payments on death

 

(1) If a member of the credit union dies and, at his death, his property in the credit union (whether in savings, loans, insurance or otherwise):

 

(a) does not in the whole exceed the maximum relevant for the purposes of this section, and

 

(b) is not the subject of a nomination under rule 23,

 

the board of directors may, without letters of administration or probate of any will, distribute that property among such persons as appears to the board of directors (on such evidence as they consider satisfactory) to be entitled by law to receive it.

 

(2) The maximum referred to in paragraph (1) (a) is €15,000 or such other maximum as may be prescribed by law.

 

Rule 26. Payments in respect of mentally incapable persons

(1) This rule applies where, in the case of a member of the credit union or a person claiming through such a member, the board of directors is satisfied:

 

(a) after considering medical evidence, that the member or other person is incapable by reason of a mental condition to manage and administer his own property; and

 

(b) that no person has been duly appointed to administer his property on his behalf, whether by a court, pursuant to Part II of the Powers of Attorney Act, 1996 or otherwise.

 

(2) If, in a case where this rule applies, it is proved to the satisfaction of the board of directors that it is just and expedient to do so, the credit union may pay the amount of any property belonging to the member or other person (whether in the form of savings, loans, insurances or otherwise) to any person whom the board judges proper to receive it on his behalf and who furnishes to the board such a statement as is referred to in paragraph (3); and a receipt for that amount signed by such a person shall be a sufficient discharge to the credit union for any sum so paid.

 

(3) The statement mentioned in paragraph (2) is one which certifies that the proposed recipient:

 

(a) understands that it is his duty to apply the amount which is proposed to be paid in the best interests of the person to whom it belongs; and

 

(b) is aware that he may incur civil or criminal liability if he misapplies the whole or any part of that amount; and

 

(c) is not aware that any other person has authority to receive the whole or any part of that amount, whether by virtue of an order of a court, a power of attorney or otherwise.

Rule 27. Bankruptcy

If any member becomes bankrupt his property in the credit union not automatically assigned to the credit union against a loan or guarantee of a loan shall be transferred or paid to the Official Assignee in Bankruptcy.

Rule 28. Validity of payment

All payments or transfers made by the board of directors under rule 25 or rule 26 to a person appearing to the board of directors at the time of payment or transfer to be entitled under the rule in question shall be valid and effectual against any demand made upon the board of directors or credit union by any other person.

 

SECTION 7. OPERATION OF THE CREDIT UNION

 

Rule 29. Shares: general provisions

 

(1) All shares in the credit union shall be of €1 denomination and shall be subscribed for in full. An amount of less than €1 may be credited to a member's share account in the credit union but no share shall be allotted to a member unless it is fully paid in cash

 

(2) The maximum amount of shares and deposits which may be held by a member shall be as prescribed by the Bank or of a lesser amount as may be determined by the board of directors from time to time.

 

Rule 30. Dividends on shares

 

(1) (a) Provided a share dividend has been declared in accordance with the Act, the directors may recommend to the annual general meeting for approval a refund to the members on record as of the end of each financial year who have been borrowers during such year of a percentage of interest which such borrowers have paid during such year, and such rate of refund shall apply to all such member borrowers. Where a credit union operates a system whereby different rates of interest are charged for different classes of loans, the board of directors may recommend a different rate of refund applicable to each class of loan. Such refunds shall apply to all member borrowers in each class of loan.

 

(b) An interest rate refund shall not be made by the members at annual general meeting in the absence of a recommendation by the board of directors and any interest refund recommended by the directors under paragraph (1)(a), shall not be exceeded by the members at annual general meeting.

 

(2) Dividends due to any member may be placed to the credit of his share balance.

 

Rule 31. Restrictions on withdrawal of shares and deposits

(1) Notwithstanding anything in these rules or in any contract, the credit union may require not less than sixty days' notice from a member of his intention to withdraw a share in the credit union and a member may not withdraw any shares at a time when a claim due on account of deposits is unsatisfied.

 

(2) Notwithstanding anything in these rules or in any contract, the credit union may require not less than twenty one days' notice from a member of his intention to withdraw a deposit.

(3) (a) If a member of the credit union seeks to withdraw savings in the credit union at a time when the member has an outstanding liability (including a contingent liability) to the credit union, whether as borrower, guarantor or otherwise, that withdrawal shall only be permitted:

 

(i) if the savings are not attached savings; or

 

(ii) where the savings are attached savings, if the withdrawal of such attached savings is approved by a majority of the members of the board of directors voting at a meeting of the board of directors;

 

but no approval may be given under subparagraph (ii) if, were the withdrawal to be approved, the value of the member’s attached savings immediately after the withdrawal would be less than 25 per cent of the member’s outstanding liability.

 

(b) Any savings that existed in the credit union immediately before the commencement of section 32 of the Act (as amended by the 2012 Act) that were not withdrawable under that section immediately before that commencement shall be treated as attached savings after that commencement.

 

(c) Where the outstanding liability reduces below the level of attached savings, the amount of the attached savings shall not be greater than the outstanding balance of the loan.

 

(d) In this rule; ‘attached savings’ means a share in, or deposit with, a credit union which is

pledged in writing by a member as security for a loan at the time of the issuing of the loan to the member or guaranteed by the member and ‘savings’ means a share in, or deposit with, the credit union.

 

(4) Where a member of the credit union is indebted to the credit union and consents in writing to the credit union acting under this paragraph, the credit union may, by way of set-off against the indebtedness, withdraw any of the member's shares or deposits; and such a withdrawal may be made notwithstanding anything in paragraphs (2) and (3).

 

(5) The credit union shall have a lien on the shares, deposits, dividends and interest of any member for any debt due to the credit union from that member, and may set off any sum credited to the member on those shares, deposits, dividends and interest in or towards the payment of that debt.

Rule 32. Joint accounts

(1) Shares may be issued to and deposits accepted from two or more members by means of a joint account. Application must be made in accordance with the relevant form set out in the appendix hereto. By virtue of the right of survivorship on the death of one of the holders, the account becomes the property of the remaining joint tenants.

 

(2) Only the first-named tenant in a joint account may vote unless the members of the joint tenancy nominate one of the other joint tenants to the account to cast the vote. In the event of all tenants of a joint account holding separate accounts in the credit union, the joint account may not exercise a further vote.

 

(3) No tenant of a joint account is eligible to hold office in the credit union unless he owns a separate account or unless all the tenants of the joint account agree in writing to his nomination to office.

 

(4) None of the joint tenants in a joint account can exercise the right of nomination as defined in rule 23.

 

(5) On the death of a joint tenant all his interest in the joint account including all accruals, additions thereto and insurances shall become the property of the surviving tenant or tenants whose receipt therefore shall be a good discharge to the credit union.

 

(6) Loans may be made by the credit union:

 

1. to the tenant designated by the tenants in a joint account as eligible to obtain loans, by virtue of the joint tenancy; or

    

2. jointly to the joint tenants named in a joint account, by virtue of the joint tenancy.

    

   Such loans must be made in accordance with rule 34 (where it is applicable) and may be secured or unsecured.

    

   (7) Where the board of directors is satisfied, after considering medical evidence, that a member who is responsible for the operation of a joint account is incapable by reason of a mental or physical condition to manage and administer the property in that account, the responsibility shall pass to another joint tenant named on the relevant form specified in paragraph (1).

    

   Rule 33. Receipting for money

   (1) Numbered passbooks or statements of accounts shall be issued to members.

    

   (2) Money paid in or paid out on account of shares, deposits, loans, interest, entrance fees and fines (if any) shall be evidenced by an appropriate voucher or receipt or by entries in a member's passbook. Each voucher or receipt or entry in the passbook shall identify the person receiving or paying out, on behalf of the credit union, the money represented thereby.

    

   (3) If a passbook or other receipt given to the member by the credit union is lost or stolen, immediate notice of such fact shall be given to the credit union and written application shall be made for the payment of the amount due to the member as recorded on said passbook or receipt or for the issue of a duplicate passbook or receipt. The board of directors may require the filing of an adequate bond to indemnify the credit union against any loss or losses resulting from the issue of such duplicate passbooks or receipts. The board of directors may also require payment to the credit union of a reasonable charge to cover the cost of issuing the duplicate passbook or receipt.

   Rule 34. Loans

    

   (1) Subject to the Act (and any regulations made thereunder) and these rules, the credit union may make a loan to a member for such purpose as the credit union considers appropriate upon such security (or without security) and terms as the board of directors may provide but no loan shall be made to a member who is under the age of eighteen and neither is nor has been married unless an indemnity is provided by the member's parent or guardian or by a person approved by the board of directors. The ability of the loan applicant to repay shall be the primary consideration in the underwriting process of the credit union.

    

   (2) Every application to a credit union for a loan shall be in writing and shall state the purpose for which the loan is required and the security (if any) offered for it.

    

   (3) A credit union shall not accept from an officer of the credit union a guarantee for a loan to another member unless that other member is the officer’s spouse or civil partner, child or parent.

    

   (4) The credit union may make loans to persons ceasing to have the common bond required of members of the credit union provided the total amount outstanding in respect of all such loans shall not exceed 10% per cent., or such larger percentage as may be approved by the Bank, of the total amount outstanding in respect of all loans made by the credit union to its members.

    

   (5) The credit union may accept, in addition to other forms of security:

    

   (a) a guarantee by a member, or

    

   (b) a pledge by a member of shares in or deposits with the credit union,

    

   and, where such a guarantee or pledge is accepted, it shall be deemed to be a security for the loan.

    

   (6) The credit union shall comply with the requirements of the Act or the provisions of the European Communities (Consumer Credit Agreements) Regulations 2010 where applicable in respect of credit agreements.

    

   Rule 35. Approval of loans

   (1) A credit union shall not make a loan to a member unless it is approved in accordance with this rule.

    

   (2) Subject to paragraphs (3) and (5), a loan must be approved:

    

   ( a) by such number of members of the board of directors voting by secret ballot at a meeting of the board of directors at which the application for the loan is considered as represents at least two-thirds of those present and a majority of the members of the board of directors as a whole; or

    

   (b) by such number of members of the credit committee present at a meeting of that committee at which the application for the loan is considered as represents at least two-thirds of those present and a majority of the committee members as a whole; or

    

   (c) by a credit officer.

    

   (3) Subject to paragraph (5), a loan to an officer is required to be approved by not less than two-thirds of the members of a special committee voting by secret ballot at a meeting at which the application for the loan is considered.

    

   (4) The special committee referred to in paragraph (3) shall consist of:

    

   (a) a majority of the board of directors, and

    

   (b) at least one member of the credit committee, but shall not include the applicant for the loan.

   (5) Notwithstanding paragraph (3), a loan to an officer which does not exceed the value of the officer’s attached savings may be approved as mentioned in paragraph 2(b) or 2(c).

    

   Rule 36. Appeal against non-approval of loan

   (1) If an application for a loan which was considered by the credit committee or by a credit officer was not approved under rule 35, the applicant may appeal to an appellate body which, by a decision of such members of the body present at the meeting at which the appeal is considered as represents at least two-thirds of those present and a majority of the body as a whole, may give approval to the loan, overriding the decision of the credit committee or credit officer, as the case may be.

    

   (2) The appellate body referred to in paragraph (1), shall consist of the board of directors, excluding, where the application for the loan was considered by the credit committee, any director who is a member of that committee.

    

   (3) For the purposes of the consideration of an appeal under this rule the appellate body shall not be regarded as quorate unless there are present a majority of the directors referred to in paragraph (2).

   Rule 37. Interest on loans

   (1) The credit union may charge interest on loans made to its members under rule 34 subject to the following conditions:

    

   (a) the interest on a loan shall not at any time exceed one per cent. per month on the amount of the loan outstanding at that time;

    

   (b) the interest on a loan shall in every case include all the charges made by the credit union in making the loan;

    

   (c) the rate of interest charged on any class of loans granted at a particular time shall be the same for all loans of the class;

    

   (d) when by resolution of the board of directors the interest rates on future loans are reduced or raised, similar action may be taken with regard to interest rates on unpaid balances of existing loans.

   Rule 38. Savings protection scheme

   (1) The credit union shall participate in the Irish League of Credit Unions savings protection scheme.

    

   (2) Authorised representatives of the Irish League of Credit Unions savings protection scheme shall be entitled to inspect the books of the credit union. All books of account and other records of the credit union shall at any time be made available to the authorised representatives of the Irish League of Credit Unions savings protection scheme. Any such representatives shall have the right to inspect and take copies or extracts of any such books of account or other records.

    

   Rule 39. Insurances

   The credit union may purchase and maintain such insurances as the Act may require or permit and as the board of directors or the members in general meeting consider necessary or desirable.

   SECTION 8. BOARD OF DIRECTORS

   Rule 40. Membership and general provisions

    

   (1) The credit union shall have a board of directors.

    

   (2) At the time of the adoption of these rules, the board of directors shall consist of 9 members, all of whom shall be members of the credit union.

    

   (3) The credit union shall comply with the Acts and all applicable requirements of financial services legislation, in particular but without limit to the Fitness & Probity Regulations for Credit Unions, with respect to the appointment, and continuation in office, of directors.

    

   (4) Only a natural person of full age may be a director of the credit union.

    

   (5) The following persons are not eligible to become a director of the credit union:

    

1. an employee or voluntary assistant of the credit union or an employee of any other credit union;

 

1. a member of the board oversight committee of the credit union;

 

1. a director of any other credit union;

 

1. an employee of a representative body of which the credit union is a member, where that employee’s role could expose them to a potential conflict of interest;

 

1. a public servant (within the meaning of the Financial Emergency Measures in the Public Interest Act 2009) assigned to the Department of Finance and involved in advising the Minister on credit union issues or in the examination of credit union issues;

 

1. a member of the Commission of the Bank;

 

1. an officer (within the meaning of section 2 of the Central Bank Act 1942) or other employee of the Bank and who is involved in the regulation of credit unions;

 

1. the Financial Services Ombudsman (within the meaning of section 2 of the Central Bank Act 1942) or a Bureau staff member (within the meaning of section 57BA of that Act);

 

1. a member of the Irish Financial Services Appeals Tribunal or a member of its staff (including the Registrar of the Appeals Tribunal appointed under section 57J of the Central Bank Act 1942);

 

1. the chief executive of the National Consumer Agency, an authorised officer of that Agency (within the meaning of section 2 of the Consumer Protection Act 2007) or any other member of its staff;

    

2. the auditor of the credit union or a person employed or engaged by that auditor;

 

1. a solicitor or other professional adviser who has been engaged by or on behalf of the credit union within the previous 3 years;

 

1. a person who is a spouse or civil partner, parent, sibling or child of a director, board oversight committee member or employee of that credit union.

 

(6) A person shall resign from being a director of a credit union if and when he becomes a person to whom any provision of paragraph (5) relates.

 

Rule 41. Election

 

The board of directors of a credit union shall be elected:

 

1. where the organisation meeting occurs after the commencement of section 53(6) of the Act (as amended by section 15 of the Credit Union and Co-operation with Overseas Regulators Act 2012), by secret ballot at the organisation meeting and, subject to rule 43 and rule 52, subsequent vacancies on the board of directors shall be filled by secret ballot at an annual general meeting, and

 

1. in any other case, by secret ballot at the annual general meeting first occurring after the commencement of section 53(6) (as amended by section 15 of the Credit Union and Co-operation with Overseas Regulators Act 2012) or, if earlier than that annual general meeting, at a special general meeting called for the purpose of such ballot and, subject to rule 43 and rule 52 subsequent vacancies on the board of directors shall be filled by secret ballot at an annual general meeting.

 

Rule 42. Terms of office

(1) The term of office of a director:

 

(a) shall begin at the conclusion of the general meeting or organisation meeting at which he is elected; and

 

(b) shall not extend beyond the third subsequent annual general meeting.

 

(2) (a) The regular terms of office for directors shall be fixed at the organisation meeting, or at a general meeting upon any increase or decrease in the number of directors.

(b) Regular terms shall be so fixed that at each annual general meeting the number of directors whose term of office expires shall, as near as possible, be the same.

 

(3) Except where the Act or any other applicable requirement of financial services legislation otherwise provides, retiring directors shall be eligible for re-election immediately on retirement.

 

(4) A member of a credit union may not be appointed or elected to the board of directors if he has served for more than 12 years in aggregate in the previous 15 years on either the board of directors or the board oversight committee of the credit union.

 

(5) For directors of a credit union or members of the board oversight committee who were already directors or members of the board oversight committee on the date of the commencement of section 53 (as amended by the 2012 Act) in respect of such credit union, the 12 year period set out in paragraph (4) commences on the date that section so commenced.

 

Rule 43. Casual vacancies

 

(1) Subject to the requirements of the Act and all other applicable requirements of financial services legislation, the board of directors may at any time and from time to time appoint, by a vote of a majority of the directors then holding office, a member of the credit union (including a former director) to be a director to fill a casual vacancy. A director appointed under this rule shall hold office from the date of the appointment to the next following annual general meeting of the credit union, or, if it is earlier, the next special general meeting at which an election is held for members of the board of directors.

 

(2) Where the secretary of the credit union becomes aware that all the directors of the credit union intend to resign on the same date, he shall give written notice of their intention to the Bank, the Irish League of Credit Unions and the board oversight committee.

 

Rule 44. Regular meetings

(1) The board of directors shall meet as often as may be appropriate to fulfil its responsibilities effectively and prudently and reflecting the nature, scale and complexity of the credit union but in any event:

 

(a) the board of directors shall hold at least ten meetings in any year, and

 

(b) the interval between any two meetings of the board of directors shall not be greater than six weeks.

 

(2) Meetings of the board of directors of a credit union shall be chaired by the chair or, in his absence, by the vice-chair or, in the absence of the chair and the vice-chair, in a manner prescribed by the Bank or, if no manner is so prescribed, by such director as is nominated by majority vote by the directors present to chair that meeting.

 

(3) All meetings of the board of directors, including but not limited to, matters relating to the agenda and minutes shall be conducted in accordance with section 54 of the Act.

 

Rule 45. Quorum

(1) A majority of the number of directors specified in the rules (inclusive of any vacancies) shall constitute a quorum for the transaction of any business at any meeting of the board of directors, but fewer than a quorum may adjourn to any date not less than two nor more than thirty days from the date of the meeting.

 

(2) The quorum for an adjourned meeting shall be five or such greater number as the board of directors has previously decided by resolution.

 

(3) Notice of an adjourned meeting shall be given as provided in rule 47.

 

Rule 46. Additional meeting

The chair or, in his absence, the vice-chair, may call a special meeting of the board of directors at any time and shall do so upon the written request of any five directors. The chair or, in his absence, the vice-chair shall fix the date, time and place of such meetings unless the board of directors, by resolution, decides otherwise.

 

Rule 47. Notice

All meetings of the board of directors shall be summoned in such manner as the board of directors may from time to time resolve.

 

Rule 48. Removal of a director from office

(1) Subject to paragraph (2), the credit union may, by resolution of a majority of the members present and voting at a special general meeting called for that purpose, remove a director from office.

 

(2) The secretary shall, not less than twenty one days before the date of the special general meeting at which it is proposed to move the resolution referred to in paragraph (1), give written notice of the meeting to the director concerned.

(3) Where notice is given of such a resolution as is mentioned in paragraph (1) and the director concerned makes, in relation to it, representations in writing to the credit union (not exceeding a reasonable length) and requests their notification to the members of the credit union, the credit union shall, subject to paragraph (5) (unless the representations are received by it too late to do so):

 

(a) in any notice of the proposed resolution given to members of the credit union, state the fact of the representations having been made; and

 

(b) send a copy of the representations to every member of the credit union to whom notice of the meeting is sent (whether before or after the credit union receives the representations).

 

(4) Subject to paragraph (5), and whether or not copies of any representations made by him have been sent as mentioned in paragraph (3), the director concerned may require that, without prejudice to his right to be heard orally, the representations made by him shall be read out at the special general meeting.

 

(5) Paragraphs (3) and (4) 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 them are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.

 

(6) A vacancy arising from the removal of a director under this rule shall be filled in accordance with the provisions of rule 43.

 

Rule 49. Voting

Each director shall have one vote on any matter at a meeting of the board of directors provided that the chair of the meeting shall have a second or casting vote in the event of equality of voting.

 

Rule 50. Powers and functions

Subject to law and these rules the board of directors shall have responsibility for the general control, direction and management of the credit union and the functions of the board of directors shall include the following:

 

(a) setting the strategy for the credit union by preparing, including active participation and examination of strategies being developed or proposed by the manager, management team or others and preparing and adopting a strategic plan;

 

(b) monitoring the implementation of the strategic plan by the credit union, reviewing the performance of the credit union against the measurements defined in the strategic plan and assessing, on a regular basis but at least annually, how the strategic objectives of

the credit union are being achieved;

 

1. reviewing the credit union’s strategic plan on a regular basis, but at least annually, to ensure that it remains relevant and up to date and modifying or revising the strategic plan to incorporate any changes required as a result of the review;

 

1. operating a comprehensive decision-making process, considering all matters it considers to be of material relevance to the credit union and documenting the reasons for its decisions;

 

1. the appointment of a manager, risk management officer and compliance officer and the approval of the appointment of any other member of the management team;

 

1. ensuring that there is an effective management team in place;

    

2. reviewing the performance of the manager on an annual basis and monitoring on an ongoing basis his or her continued appropriateness to be the manager;

 

1. ensuring that the performance of every other employee and voluntary assistant, is reviewed and monitored on an ongoing basis to ensure his or her continued appropriateness for his or her role in the credit union;

 

1. identifying, in consultation with the manager, other officer positions within the credit union that:

 

(i) are essential to the proper management of the credit union,

(ii) are likely to enable the person holding the position to exercise significant influence on the conduct of the affairs of the credit union, and which, together with the manager and risk management officer of the credit union are referred to in the Act as the ‘management team’;

 

(j) ensuring there is an appropriate succession plan in place in respect of each of the positions that constitute the management team;

 

(k) exercising appropriate oversight over execution by the management team of the agreed strategies, goals and objectives;

 

(l) reviewing and approving all elements of the risk management system on a regular basis, but at least annually and, in particular—

 

(i) assessing the appropriateness of the risk management system,

 

(ii) taking account of any changes to the strategic plan including the credit union’s resources or the external environment, and

 

(iii) taking measures necessary to address any deficiencies identified in the risk management system;

 

(m) ensuring compliance with all requirements imposed on the credit union by or under the Acts or any other financial services legislation;

 

1. the removal from office of an officer of the credit union, except directors or members of the board oversight committee, where the board of directors has duly determined that there has been a failure by the person concerned to perform duties or responsibilities;

 

1. approving, reviewing, and updating, where necessary, but at least annually, all plans, policies and procedures of the credit union, including the following:

 

(i) lending policies including lending limits;

 

1. policies in relation to members’ shares and deposits including the setting of a maximum number of shares a member can hold and a maximum amount that a member may deposit;

 

1. liquidity management policies;

 

1. reserve management policies;

 

1. investment policies;

 

1. the designating of depositories for the funds of the credit union and signatories to cheques, drafts or similar documents drawn on the credit union;

 

1. standards of conduct and ethical behaviour for officers;

 

1. remuneration policies and practices;

 

1. compliance plan and policies;

 

1. records management policies;

 

1. information systems and management information policies;

 

1. business continuity plan;

 

1. asset and liability management policies;

 

1. outsourcing policies;

 

1. risk management policy;

 

1. conflicts of interest policy;

 

1. such other matters as the Bank may prescribe;

 

(p) the recommendation to members, for approval, of dividends to members;

 

1. ensuring the accounts of the credit union are submitted for audit;

 

1. reporting to the members of the credit union at the annual general meeting, including nominating a member of the board of directors to present the annual accounts at the annual general meeting;

 

(s) reviewing and considering any update of financial statements provided to the board of directors by the manager under section 63A(4)(c) of the Act;

 

(t) making provision for the disclosure of its books and documents for the purpose of enabling it to enter into contracts for the benefit of the credit union.

Rule 51. Acts of a director

The acts of a director of the credit union shall be valid notwithstanding any defect in the appointment of the director which may be subsequently discovered.

 

Rule 52. Supplemental provisions

(1) A register of directors shall be kept by the secretary of the credit union and signed by all the directors each year after the annual general meeting or, in the case of a director appointed to fill a casual vacancy, after his appointment.

 

(2) In the event that the number of directors of the credit union falls to less than half the number specified in rule 40(2), the secretary shall forthwith notify the Bank and the board oversight committee of the credit union.

 

(3) Where any of the following events occurs:

 

(a) the secretary of the credit union has given notice under section 53(17) of the Act that all the directors of the credit union intend to resign on the same date,

 

(b) all the directors have been removed or suspended in accordance with section 96(1) of the Act, or

 

(c) there is no board of directors,

 

the board oversight committee shall convene a special general meeting of the credit union, within one month of the occurrence of the event in question, to elect a board of directors.

 

(4) A director of the credit union who is also a member of the membership committee, credit committee or credit control committee thereof, or who is also chair, vice-chair or secretary thereof shall, upon ceasing to hold office as a director, cease to be a member of any of the committees aforesaid, or cease to hold any of the offices aforesaid.

 

 

 

SECTION 9. BOARD OVERSIGHT COMMITTEE

Rule 53. Membership and general provisions

 

(1) The credit union shall have a board oversight committee which shall consist of 3 members,

 

(2) The credit union shall comply with the Act and all applicable requirements of financial services legislation, in particular but without limit to the Fitness & Probity Regulations for credit unions, with respect to the appointment, and continuation in office, of members of the board oversight committee.

(3) A credit union shall not elect any of the following persons to be a member of its board oversight committee:

 

(a) an employee or voluntary assistant of the credit union or an employee of any other credit union;

 

(b) a member of the board oversight committee of any other credit union;

 

(c) an employee of a representative body of which the credit union is a member, where that employee’s role could expose them to a potential conflict of interest;

 

(d) a public servant (within the meaning of the Financial Emergency Measures in the Public Interest Act 2009) assigned to the Department of Finance and involved in advising the Minister on credit union issues or in the examination of credit union issues;

 

(e) a member of the Commission of the Bank;

 

(f) an officer (within the meaning of section 2 of the Central Bank Act 1942) or other employee of the Bank and involved in the regulation of credit unions;

 

(g) Financial Services Ombudsman (within the meaning of section 2 of the Central Bank Act 1942) or a Bureau staff member (within the meaning of section 57BA of that Act);

 

(h) a member of the Irish Financial Services Appeals Tribunal or a member of its staff (including the Registrar);

 

(i) the chief executive of the National Consumer Agency, an authorised officer of that Agency (within the meaning of section 2 of the Consumer Protection Act 2007) or any other member of its staff;

 

(j) the auditor of the credit union or a person employed or engaged by that auditor;

 

(k) a solicitor or other professional adviser who has been engaged by or on behalf of the credit union within the previous 3 years;

 

(l) a person who is a spouse or civil partner, cohabitant, parent or child, of a director, board oversight committee member or employee of that credit union;

 

(m) a body corporate;

 

(n) a person who is not of full age;

 

(o) a director of the credit union.

 

(4) A person shall resign from being a member of the board oversight committee of a credit union if and when he or she becomes a person to whom any of the provisions of paragraph (3) relates.

 

(5) A board oversight committee member may not be appointed or reappointed to the board oversight committee if he or she has served for more than 12 years in the previous 15 years whether on the board of directors or the board oversight committee.

 

Rule 54. Election

 

The board oversight committee of a credit union shall be elected:

 

(a) where the organisation meeting occurs after the commencement of section 76N of the Act, by secret ballot at the organisation meeting and, subject to rule 57 and rule 62(4) subsequent vacancies on the board oversight committee shall be filled by secret ballot at an annual general meeting,

 

(b) in any other case, by secret ballot at the annual general meeting first occurring after the commencement of section 76N of the Act or, if earlier than that annual general meeting, at a special general meeting called for the purpose of such ballot and, subject to rule 57 and rule 62(4), subsequent vacancies on the board oversight committee shall be filled by secret ballot at an annual general meeting.

 

Rule 55. Chair and secretary

(1) The board oversight committee shall choose from its number a chair and secretary. The offices of chair and secretary shall not be held by the same person.

 

(2) The secretary shall prepare and have custody of records of all decisions and actions taken by the committee.

 

Rule 56. Term of office

(1) The term of office of a member of the board oversight committee:

 

(a) shall begin at the conclusion of the general meeting or organisation meeting at which the member is elected; and

 

(b) shall not extend beyond the third subsequent annual general meeting.

 

(2) The rules for retirement from the board oversight committee shall be as follows: