Tel: 01 8670509 Fax: 01 8672251 Email: info@ayrfieldcreditunion.ie
(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:
(a) where the committee consists of three members, one shall retire at each annual general meeting;
(b) where the committee consists of five members, two shall retire at each annual general meeting;
(c) subject to paragraph (d), the members to retire at any time shall be those who have served longest since they were last elected; and
(d) as between members who were last elected on the same day, the member (or members) to retire shall be determined by agreement or, in default of agreement, by the drawing of lots.
(3) Except where the Act or any other applicable legal requirement otherwise provides, a retiring member of the board oversight committee shall be eligible for re-election.
Rule 57. Casual vacancy
If a casual vacancy arises in the membership of the board oversight committee then, within one month of the vacancy arising, the committee shall appoint a member of the credit union (who may, if the committee thinks fit, be a former member of the committee) to fill the vacancy; and the member so appointed shall hold office until the next general meeting at which an election is held for members of the board oversight committee.
Rule 58. Resignation of board oversight committee
Where the secretary of the board oversight committee becomes aware that all the members of the board oversight committee 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 of directors.
Rule 59. Procedural provisions
(1) The board oversight committee shall hold:
(a) at least one meeting in every month; and
(b) meetings with the board of directors at least four times in every year to facilitated it in carrying out the assessment under rule 60 and the board oversight committee shall keep minutes of every meeting held by it under paragraphs (a) and (b).
(2) The board oversight committee shall submit within two weeks of any meeting referred to in paragraph (1)(b) a written report to the board of directors on their assessment of whether the board of directors has operated in accordance with Part IV and Part IVA of the Act and any regulations relating to Part IV or Part IVA of the Act.
(3) Members of the board oversight committee shall have the right to attend all meetings of the board of directors and all meetings of committees of the credit union. The board oversight committee shall ensure at least one of its members attends every meeting of the board of directors.
(4) The board oversight committee shall have access, at all times, to the books and documents (including draft documents) of the credit union to enable it to carry out its functions under the Act.
(5) The board oversight committee may notify the Bank of any concern it may have as to the proper conduct of the credit union following a unanimous vote at a meeting of the committee called for the purpose of considering such a notification.
Rule 60. Functions of the board oversight committee
The board oversight committee shall assess whether the board of directors has operated in accordance with Part IV, Part IVA of the Act and any regulations made for the purposes of Part IV or Part IVA of the Act and any other matter prescribed by the Bank in respect of which they are to have regard to in relation to the board of directors.
Rule 61. Removal from office
(1) Subject to paragraph (2), the credit union may (including by reason that the member of the board oversight committee is more than 90 consecutive days in arrears under a debt obligation to the credit union), by resolution of a majority of the members present and voting at a special general meeting called for that purpose, remove a member of the board oversight committee from office.
(2) The secretary of the credit union shall, not less than twenty one days before the date of the special general meeting at which it is proposed to move a resolution referred to in paragraph (1), give written notice of the meeting to the member concerned.
(3) Where notice is given of such a resolution as is mentioned in paragraph (1) and the member of the board oversight committee 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 member of the board oversight committee 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 member of a board oversight committee under this rule shall be filled in accordance with the provisions of rule 57.
Rule 62. Supplemental provisions
(1) A register of the members of the board oversight committee shall be kept by the secretary of the credit union and shall be signed by each member of the board oversight committee after an annual general meeting or, in the case of a member appointed to fill a casual vacancy, after his appointment.
(2) In the event that the number of members of the board oversight committee falls to less than half the number specified in these rules, the secretary of the board oversight committee shall forthwith notify the Bank and the board of directors.
(3) The acts of a member of the board oversight committee of a credit union shall be valid notwithstanding any defect in the election or appointment of the member which may subsequently be discovered.
(4) Where any of the following events occurs:
(a) the secretary of the board oversight committee has given notice that all the members of the board oversight committee intend to resign on the same date:
(b) all the members of the board oversight committee have been removed or suspended in accordance with section 96(1) of the Act; or
(c) there are no members of the board oversight committee,
the board of directors 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 oversight committee.
(5) If the special general meeting referred to in paragraph (4) is not convened in accordance with the provisions of that paragraph, the Bank may convene such a special general meeting under section 92(1)(b) of the Act.
(6) The credit union shall meet all such expenses as may be reasonably incurred by its board oversight committee in carrying out its function.
SECTION 10. PRINCIPAL POSTS: DUTIES
Rule 63. Principal posts
(1) Subject to the requirements of the Act, these rules and any other applicable requirement of financial services legislation including the Fitness & Probity Regulations for Credit Unions at a meeting of the board of directors of the credit union:
(a) which is held immediately after the organisation meeting, an annual general meeting or special general meeting at which an election is held for members of the board of directors, and
(b) which is chaired by a member of the board oversight committee,
the board of directors shall elect by secret ballot directors to fill such of the principal posts in the credit union as are then vacant; and, for the purposes of this rule, the principal posts in the credit union are the posts of chair (or president), vice-chair (or vice-president) and secretary. The term of office of the holder of a principal post shall be until the conclusion of the next annual general meeting following his election to that post; and subject to the requirements of the Act, these rules and any other applicable requirement of financial services legislation a person who has been a holder of a principal post shall be eligible for re-election to that post.
(2) In the event of a casual vacancy in a principal post, the board of directors may by secret ballot elect a director to hold that post until the next meeting at which, in accordance with paragraph (1), an election should be held to fill any such vacancy.
(3) Without prejudice to paragraph (2), if a principal post falls vacant or for any other reason there is no holder of a principal post, anything that is required or authorised to be done by the holder of that post may be done by a director authorised in that behalf by the board of directors.
(4) The chair (or president) or secretary of the credit union shall notify the Bank and the Irish League of Credit Unions in writing of the election, appointment, retirement, removal or resignation from office of a chair (or president), vice-chair (or vice-president), director, secretary or committee member and the notification shall:
(a) be made within fourteen days of the election, appointment, retirement, removal or resignation; and
state the full name and address of the officer concerned.
Rule 64. Chair
(1) The functions of the chair of a credit union include the following:
(a) ensuring that meetings of the board of directors operate in an efficient and effective manner;
encouraging constructive discussions and debate at board of directors meetings;
promoting effective communications between members of the board of directors and between the board of directors and the management team of the credit union;
causing the agenda to be set by the secretary, attending and chairing board of directors meetings;
ensuring that the responsibilities of the nomination committee, as set out in section 56B(4) of the Act, are performed by that committee;
conducting a performance evaluation of each member of the board of directors on an annual basis to ensure that each director is complying with the obligations under financial services legislation and the board of directors’ objectives as set out in the credit union’s strategic plan;
facilitating the work of the board oversight committee through providing it with all reasonable assistance to enable that committee to carry out its functions; and
ensuring that conflicts of interest are appropriately managed by the board of directors, and by each of them, in accordance with section 69 of the Act.
(2) A chair of the board of directors shall not serve more than four consecutive terms in that position and, having so served shall not be eligible to be chair until
(a) after another director has served at least one term as chair, or
(b) where such other director has served for less than one year, after 2 or more directors have served as chair for the equivalent of at least one complete term,
but nothing in this paragraph shall prevent a former chair of the board of directors from chairing a meeting of the board of directors in the absence of the chair and, where relevant, the vice-chair.
(3) A director of the credit union shall not be eligible to be elected as chair if the director had, at any time during the 5 years preceding the election, been:
an employee of that credit union, or
(b) a person who acted in any management capacity (whether voluntary or paid) in that credit union,
and, for the purposes of this paragraph, ‘acted in any management capacity’ includes performing a role where the person was in a position to exercise a significant influence on the conduct of the credit union’s affairs but does not include acting as a member of the board of directors or as a member of the board oversight committee.
(4) A person shall cease being chair of a board of directors if:
the person ceases being a director for any reason, or
(b) the person resigns from being chair in accordance with paragraph (5).
(5) A director may resign from being chair of the board of directors by sending his or her resignation in writing to the secretary of the credit union.
Rule 65. Vice-chair
(1) The vice-chair shall exercise the duties of the chair during the latter's absence or inability to act.
(2) Directors of a credit union may not serve more than three consecutive years as vice-chair and a person who has been the holder of such a principal post shall not be eligible for re-election thereto until after the expiry of one year since he last held it.
Rule 66. Secretary
(1) The secretary of the credit union shall give, or cause to be given proper notice of all meetings of the members and of the board of directors and shall prepare and maintain minutes of all meetings thereof, and shall perform such other duties not inconsistent with the provisions of the law and these rules as the board of directors may from time to time direct.
(2) Directors of a credit union may not serve more than three consecutive years as secretary and a person who has been the holder of such a principal post shall not be eligible for re-election thereto until after the expiry of one year since he last held it.
SECTION 11. CREDIT COMMITTEE
Rule 67. Membership and duty in general
(1) The board of directors shall appoint a credit committee of not less than three members which shall decide on applications for credit.
(2) A member of the credit control committee, the credit control officer or a credit officer shall not be eligible for membership of the credit committee.
Rule 68. Chair and secretary
(1) The credit committee shall choose from its number a chair and a secretary. The offices of chair and secretary shall not be held by the same person.
(2) The secretary shall prepare and maintain complete records of all meetings of the committee.
Rule 69. Meetings
The credit committee shall meet as often as necessary to carry out its functions, but not less frequently than once a month. Notice of such meetings shall be given to the committee members in such manner as the committee may from time to time prescribe.
Rule 70. Report to the board
The credit committee shall:
(a) submit a written report to the board of directors at each meeting of the board of directors; and
(b) comply with any instruction of the board of directors.
Rule 71. Approval of loans
Loans shall be approved in accordance with rule 35.
Rule 72. Credit officer
(1) The board of directors may:
approve the appointment of a person by the manager, other than a member of the board of directors, a member of the credit control committee or a credit control officer, as a credit officer to work under the supervision of the credit committee, and
(b) assign to the credit officer the power to approve credit on its behalf:
(i) that is fully secured by the shareholding of the borrowing member or to an amount in excess of that shareholding; or
(ii) that qualifies as emergency credit within such definitions and limitations as to amount, the terms of repayment and security required for emergency credit as may be established in writing by the board of directors;
and the amount in the excess referred to in paragraph (1)(b)(i) shall be determined from time to time by the board of directors.
(2) A record of each application for credit which has or has not been approved shall be furnished by the credit officer to the credit committee not later than seven days of receipt of the application.
Rule 73. Duties of credit committee and/or credit officer
The credit committee and/or a credit officer shall inquire into the character and financial circumstances of an applicant for credit and the security offered, if any, in order to:
(a) ascertain the applicant's ability to repay a loan in accordance with its terms, and
(b) ensure that the provision of credit does not involve undue risk to members savings.
Rule 74. Appeal against non-approval of loan
An appeal against non-approval of a loan by the credit officer or the credit committee shall be in accordance with rule 36.
SECTION 12. CREDIT CONTROL COMMITTEE
Rule 75. Membership and duty in general
(1) The board of directors shall appoint a credit control committee of not less than three members which shall seek to ensure the repayment of loans by members of the credit union in accordance with their loan agreements.
(2) A member of the credit committee, a credit officer, or the credit control officer shall not be eligible for membership of the credit control committee.
Rule 76. Chair and secretary
(1) The credit control committee shall choose from its number a chair and a secretary. The offices of chair and secretary shall not be held by the same person.
(2) The secretary shall prepare and maintain complete records of all meetings of the committee.
Rule 77. Meetings
The credit control committee shall meet as often as necessary to carry out its functions, but not less frequently than once a month. Notice of such meetings shall be given to the committee members in such manner as the committee may from time to time prescribe.
Rule 78. Report to the board
The credit control committee shall:
(a) submit a written report to the board of directors at each meeting of the board of directors; and
(b) comply with any instruction of the board of directors.
Rule 79. Credit control officer
The board of directors may approve the appointment of a person by the manager, other than a member of the board of directors, member of the credit control committee, or member of the credit committee or a credit officer, as a credit control officer to assist the credit control committee and work under its supervision and control.
SECTION 13. MEMBERSHIP COMMITTEE
Rule 80. Membership
The board of directors shall appoint a membership committee which shall consider and decide on applications for membership of the credit union.
Rule 81. Chair and secretary
(1) The membership committee shall choose from its number a chair and a secretary. The offices of chair and secretary shall not be held by the same person.
(2) The secretary shall prepare and maintain complete records of all meetings of the committee.
Rule 82. Meetings
The membership committee shall:
(a) meet as often as necessary to carry out its functions;
(b) submit a written report to the board of directors at each meeting of the board of directors; and
(c) comply with any instruction of the board of directors.
Rule 83. Duties
Subject to these rules and the Act, the membership committee shall:
(1) ascertain and determine that an applicant is eligible for membership;
(2) explain to such applicant the requirements for admission to membership and the conditions for retaining membership;
(3) assist him in filling in all necessary application forms;
(4) accept entrance fees and initial share payments;
(5) admit persons to membership;
(6) issue numbered passbooks or other evidence of membership to new members; and
(7) deliver a copy of these rules to every person on demand, on payment of a sum not exceeding €1 or such larger sum as may for the time being be prescribed by the Minister.
Rule 84. New members and doubtful applications
The membership committee shall:
(a) at least once in every month notify the board of directors of the new members whose applications they have approved; and
(b) where there is a doubt in respect of an applicant's qualification for membership of the credit union, submit the application for membership to the board of directors for a decision.
SECTION 14. SUSPENSION AND REMOVAL OF DIRECTORS BY THE BOARD OVERSIGHT COMMITTEE
Rule 85. Suspension and removal of directors by the board oversight committee
(1) If the board oversight committee of a credit union considers that a member of the board of directors:
(a) has taken any action or decision which, in the opinion of the committee, given in writing to the director concerned, is not in accordance with the requirements of Part IV of the Act; or
(b) is more than 90 consecutive days in arrears under a debt obligation to the credit union;
then, after consulting the Bank, the committee may either:
(i) suspend, with immediate effect, the director by a unanimous vote of all the members of the committee taken at a meeting of the committee called for the purpose of considering the director’s suspension, or
convene a special general meeting of the credit union to consider whether to remove the director in light of the action or decision taken by that director,
but no steps shall be taken under this paragraph without the director concerned being given an opportunity to be heard by the members of the board oversight committee.
(2) Where a director of a credit union has been suspended by the board oversight committee in accordance with paragraph (1), the board oversight committee shall, within 7 days of that suspension, convene a special general meeting:
for the purpose of reviewing the suspension, and
(b) to consider whether to remove the director having regard to subsection (1)(a) or (b)
(3) Where the board oversight committee convenes a special general meeting for the purposes of this rule the credit union may, by resolution of a majority of the members present and voting at that special general meeting:
(a) ratify the suspension of the director concerned and remove that director from office,
rescind the suspension of that director, or
remove that director from office,
but no director shall be so removed from office without being given an opportunity to be heard by the members present at the meeting.
(4) The secretary of the credit union shall, not less than 21 days before the date of the special general meeting at which it is proposed to move a resolution referred to in paragraph (3), give written notice of that meeting to the director concerned and the Irish League of Credit Unions.
(5) Where notice is given of an intended resolution to remove a director under this rule and the director concerned makes in relation to it representations (not exceeding a reasonable length) in writing to the credit union and requests their notification to the members of the credit union then, unless the representations are received by it too late for it to do so, the credit union shall, subject to paragraph (7):
(a) in any notice of the 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.
(6) Subject to paragraph (7), and whether or not copies of any representations made by it have been sent as mentioned in paragraph (5), the director concerned may require that, without prejudice to his or her right to be heard orally, the representations made by him or her shall be read out at the special general meeting.
(7) Paragraphs (5) and (6) shall not apply if, on the application either of the credit union or of any person who claims to be aggrieved, the Bank is satisfied that compliance with the paragraphs would diminish substantially public confidence in the credit union or that the rights conferred by those paragraphs are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.
(8) Where a director of a credit union is removed from office at a special general meeting pursuant to this rule, the vacancy caused by the removal shall be filled in such manner as may be determined by the meeting.
SECTION 15. APPOINTED OFFICERS
Rule 86. Manager
(1) The board of directors shall appoint an individual to the role of manager of the credit union.
(2) The manager of a credit union shall be the chief executive officer of the credit union having responsibility for the day-today management of the credit union’s operations, compliance and performance and shall be responsible to the board of directors for the performance of his or her functions.
(3) The functions of the manager of a credit union include the following:
(a) without prejudice to the exercise by the board of directors of its functions under subsection (1)(a) of section 55 of the Act, preparing and proposing to the board of directors for debate, scrutiny and approval, strategies for the strategic plan that the board of directors are required to prepare and approve under that subsection;
(b) implementing the strategies agreed by the board of directors to the standards set out in the strategic plan or as otherwise required by the board of directors;
(c) updating the board of directors on the financial position of the credit union, including submitting to the board of directors on a monthly basis unaudited financial statements that set out the financial position of the credit union;
(d) appointing or causing to be appointed such and so many persons as employees or as voluntary assistants as the manager considers appropriate after consulting with the management team of the credit union;
(e) preparing or causing to be prepared such financial reports and returns as may be required by the auditor of the credit union;
(f) implementing the proper systems of internal control which the board of directors have approved;
(g) ensure that all cash is deposited in accordance with the instructions of the board of directors;
(h) such other matters as may be duly assigned to the manager by the board of directors.
(4) In appointing a person as manager of a credit union, its board of directors shall ensure that the person complies with all legal requirements (including requirements which the Bank may prescribe) to be appointed.
Rule 87. Money laundering reporting officer
The board of directors of the credit union shall appoint an experienced member of the board of directors or a senior member of staff as money laundering reporting officer to whom all reports of suspected money laundering offences will be directed, assessed and, where appropriate, passed to the Gardaí and the Revenue Commissioners, in accordance with the Criminal Justice Act, (Money Laundering and Terrorist Financing) Act 2010 (as amended).
Rule 88. Training liaison officer
The board of directors shall appoint a training liaison officer, the duties of whom shall include the carrying out of, or cause to be carried out, a training needs analysis for credit union personnel to help to co-ordinate training programmes.
Rule 89. Youth development officer
The board of directors shall appoint a youth development officer, the duties of whom shall include the development of a youth policy for the credit union having accumulated relevant information on the youth population within the common bond.
Rule 90. Risk Management Officer
In accordance with section 76C of the Act, the board of directors shall appoint a risk management officer who shall be responsible for identifying, assessing, reporting and monitoring all internal and external risks that could affect the credit union to which the risk management system relates, including risks to its employees, members, reputation and assets, and assisting the manager with managing and mitigating those risks.
Rule 91. Compliance Officer
In accordance with section 76D of the Act, the board of directors shall appoint a compliance officer who shall be responsible for managing compliance at all levels in the credit union including:
(a) ensuring that the credit union complies with all statutory and regulatory requirements, and
(b) monitoring such compliance to ensure that no conflict of interest arises.
SECTION 16. MANAGEMENT - GENERAL PROVISIONS
Rule 92. Limit on remuneration
(1) The credit union shall not pay any remuneration, directly or indirectly, to:
(a) a director of the credit union, or
(b) a member of the board oversight committee, credit committee, credit control committee or membership committee,
for any service performed by that person in that capacity.
(2) Nothing in paragraph (1) shall be regarded as prohibiting the payment (or reimbursement) of expenses:
(a) which are necessarily incurred by a director or committee member in the course of performing any service on behalf, or for the benefit, of the credit union; and
(b) which are approved by a majority of the directors voting at a meeting of the board of directors.
(3) Nothing in paragraph (1) shall be regarded as prohibiting any officer or voluntary assistant of the credit union, acting not as such but in his professional capacity, from tendering for the supply of, and if successful supplying, goods or services to the credit union.
Rule 93. Confidentiality of information
(1) Subject to paragraph (2), during his term of office or at any time thereafter, an officer or voluntary assistant of the credit union shall not disclose or permit to be disclosed any information which concerns an account or transaction of a member with, or any other business of, the credit union.
(2) Paragraph (1) does not apply to a disclosure of information:
(a) if or to the extent that it is necessary for the proper conduct of the business of the credit union; or
(b) which is required by a court in connection with any proceedings; or
(c) which is made with the consent of the person to whom the information relates and, where not the same person, of the person from whom the information was obtained; or
(d) which, in a case where the credit union is acting or has acted as agent for a person, is made to that person in respect of that capacity; or
(e) where the information is in the form of a summary or collection of information and is so framed as not to enable information relating to a particular member to be ascertained from it; or
(f) which, in the opinion of the Bank, is necessary for the protection of the funds of shareholders in or depositors with the credit union or to safeguard the interests of the credit union; or
(g) which is made to the Bank or the Irish League of Credit Unions for the purposes of their functions in relation to credit unions; or
(h) which is made to the Credit Union Restructuring Board for the purposes of its functions under the, 2012 Act.
(3) As soon as practicable after the beginning of his term of office every officer of the credit union shall, in such manner as the Bank may determine:
(a) be informed by the credit union of his obligations under this rule; and
(b) in writing acknowledge that he has been so informed and understands his obligations.
To that effect, immediately on election or appointment, or as soon as possible thereafter, such persons shall sign a declaration of secrecy form and such signing shall be renewed annually while the positions referred to are held.
(4) Any reference in the preceding provisions of this rule to a term of office means:
(a) in relation to an officer who is an employee, the period of his employment; and
(b) in relation to a voluntary assistant, the period during which he is engaged in the operation of the credit union.
Rule 94. Persons disqualified from acting
(1) A person who has been adjudicated bankrupt and whose bankruptcy still subsists or who has been convicted of an offence in relation to a credit union or an offence involving fraud or dishonesty shall not:
(a) sign an application form for the registration of a society as a credit union;
(b) be qualified to be appointed or to act as an officer, auditor, receiver or liquidator of the credit union; or
(c) directly or indirectly take part in or be concerned in the management or operation of the credit union; or
(d) permit his name to be put forward for election or appointment to any of the positions referred to in paragraph (b).
(2) If a person who is a member of the board of directors, the board oversight committee or a principal committee of the credit union is adjudicated bankrupt or convicted of such an offence as is referred to in paragraph (1), he shall forthwith cease to hold his office and the vacancy thereby created shall be deemed to be a casual vacancy and be filled accordingly.
(3) A decision of the board of directors of the credit union shall not be affected by the presence at a meeting of the board of directors of a person who, by virtue of this rule, is disqualified from being a director; but any vote which such a person purports to cast shall be disregarded.
SECTION 17. MEETINGS, RESOLUTIONS ETC.
Rule 95. The organisation meeting
(1) Not later than one month after the registration of the credit union, the signatories to the application to register the credit union shall by notice in writing summon a meeting (to be known as the organisation meeting) of all the persons who, on the date of issue of the notice, were members of the credit union.
(2) The notice required by paragraph (1):
(a) shall state the date, time and place of the organisation meeting; and
(b) shall, within the relevant period, be delivered personally or by post to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union.
(3) The reference in paragraph (2)(b) to the relevant period is a reference to the period which begins twenty one days before and ends seven days before the date of the organisation meeting; and the reference in paragraph (1) to the date of issue of the notice is a reference to the date or, as the case may be, the first date on which the notice is delivered to any member as mentioned in that paragraph.
Rule 96. The annual general meeting
(1) In respect of each financial year, a meeting (to be known as the annual general meeting) of the members of the credit union shall be held in the State at such date, time and place as the board of directors may, by resolution, determine. For the purposes of these rules, the first annual general meeting of the credit union shall be the one held in October, November, December or January next after the organisation meeting.
(2) The annual general meeting of the credit union in respect of any financial year shall be held in the October, November, December or January following the end of that financial year.
(3) At each annual general meeting of the credit union, the directors shall lay before the credit union the annual accounts, in accordance with the Act, for the financial year in respect of which the meeting is held; and a copy of those accounts shall be delivered, together with the notice of the meeting, to every person entitled to receive such a notice.
(4) The business at general meeting of the credit union must contain the following items on the agenda:
The acceptance by the board of directors of the authorised representatives of
members that are not natural persons;
ascertainment that a quorum is present;
adoption of standing orders;
reading and approval (or correction) of the minutes of the last annual general meeting, and any intervening special general meeting;
report of the board of directors;
consideration of accounts;
report of the auditor;
report of the board oversight committee;
declaration of dividend and rebate of interest (if any);
report of the credit committee;
report of the credit control committee;
report of the membership committee;
(m) report of any sub-committee;
report of the nomination committee;
appointment of tellers;
election of auditor;
election to fill vacancies on the board oversight committee;
election to fill vacancies on the board of directors;
any other business;
(t) announcement of election results;
(u) adjournment or close of meeting.
Items (a), (b), (c) and (d) must be the first four items on the agenda and (u) must be the last item on the agenda. The positions on the agenda of the remaining elements to the agenda are positioned at the discretion of the board of directors but must be communicated to the members in the notice of the general meeting.
The members assembled at any annual general meeting may suspend the order of business upon a two-thirds vote of the members present at the meeting.
Rule 97. Special general meeting
(1) The board of directors or the board oversight committee of the credit union may, whenever they think fit, convene a special general meeting of the credit union.
(2) If requested to do so by the Irish League of Credit Unions as the body administering the savings protection scheme, the board of directors of the credit union shall convene a special general meeting of the credit union and the Irish League of Credit Unions shall also give notice of the meeting to the Bank.
(3) The chief executive officer of the Irish League of Credit Unions, acting on the instructions of the League board, may convene a special general meeting of the members for the purpose of reporting to the members on the administration of their credit union and shall give notice of the meeting to the Registrar.
(4) If, by notice in writing addressed to the secretary of the credit union at its registered office, a qualifying group of members of the credit union so request, the board of directors shall convene a special general meeting of the credit union; and, if, within one month from the date of the receipt of the notice at the credit union's registered office, the board of directors have not convened a special general meeting to be held within six weeks of that date, any ten members of the credit union, acting on behalf of the qualifying group who made the request, may convene a special general meeting.
(5) For the purposes of a request under paragraph (4), a group of members of the credit union is a qualifying group if:
(a) each of them has been a member throughout the period of twelve months ending on the date of the request; and
(b) they together number at least fifty or, if it is less, at least ten per cent. of the membership of the credit union at that date.
Rule 98. Notice of general meetings
(1) Before a general meeting of the credit union is held, the secretary of the credit union shall, in accordance with paragraph (2), give notice of the meeting to the Bank, to the auditor of the credit union, to the Irish League of Credit Unions and to every member of the credit union who, at the beginning of the relevant period, is eligible to vote at the meeting.
(2) Subject to paragraph (4), the notice required by paragraph (1):
(a) shall state the date, time and place of the general meeting;
(b) shall be accompanied by the agenda for the meeting;
(c) in the case of a notice of a special general meeting, shall contain a statement that the annual accounts for the most recent financial year may be obtained, not later than seven days before the date of the general meeting, at the registered office of the credit union;
(d) shall, within the relevant period, be delivered personally or by post to the Bank, to the auditor, to the Irish League of Credit Unions and to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union; and
(e) shall be displayed in the public office or offices of the credit union.
(3) References in paragraphs (1) and (2) to the relevant period are references to the period which begins twenty one days before and ends seven days before the date of the general meeting.
(4) With the consent of the Bank, given where the Bank considers there are exceptional circumstances justifying the application of section 80(4) of the Act, the notice required by paragraph (1) shall be given by publishing a notice, in accordance with paragraph (5), at such times (or within such period) and in such form as the Bank may require.
(5) Where paragraph (4) applies, the notice, which shall include the agenda for the meeting, shall be published:
(a) in at least two appropriate newspapers published in the State and circulating in the area of the common bond of the credit union and in the area in which the registered office of the credit union is situated, and
(b) in any other manner which the Bank requires as being necessary for bringing the notice to the attention of the persons entitled to attend the meeting,
and, for the purposes of paragraph (5)(a), the two appropriate newspapers are a local newspaper and a national daily newspaper or, if there is no local newspaper circulating in the area concerned, two national daily newspapers.
(6) The proceedings at a general meeting shall not be invalidated by:
(a) the accidental omission to give notice to any member entitled to receive notice of the meeting; or
(b) the non-receipt by any member of notice of the meeting.
(7) A general meeting of which notice is given less than seven days before the meeting but otherwise in accordance with paragraph (2) shall not be invalid if not less than two-thirds of the members entitled to vote at the meeting and the auditor so agree in writing either before or during the meeting.
Rule 99. General meetings: voting, adjournment, quorum and minutes
(1) No member shall have more than one vote on each question at any general meeting of the credit union or any adjournment thereof irrespective of his shareholding or the number of accounts in his name in the credit union provided, however, that except in voting at elections, the presiding member shall have a second or casting vote in the event of equality of voting. Voting by proxy shall be allowed only when a member other than a natural person votes through a representative, who is a member of the group, duly authorised in writing for that purpose and accepted as such by the board of directors.
(2) A general meeting of the credit union may, for good and sufficient reasons and with the consent of the majority of the members present and voting, be adjourned for not more than ninety days or such longer period as the Bank may require but:
(a) no business shall be transacted at an adjourned general meeting other than business left unfinished at the meeting from which the adjournment took place; and
(b) when a general meeting is adjourned for thirty or more days, the secretary of the credit union shall give notice of the adjourned meeting to the Bank, the auditor, the Irish League of Credit Unions and to every member who, under rule 98, was entitled to notice of the meeting which was adjourned.
(3) Subject to paragraph (3) in rule 98:
(a) Paragraph (2)(a), (b), (d) and (e) of rule 98 shall apply to a notice under paragraph (2)(b) of this rule as they apply to a notice under paragraph (1) of that rule; and
(b) Paragraphs (6) and (7) of rule 98 shall apply in relation to an adjourned meeting as they apply in relation to a general meeting.
(4) In the application of rule 98(2)(d) in accordance with paragraph (3), for the words within the relevant period there shall be substituted not later than seven days before the date of the adjourned meeting.
(5) Subject to paragraph (6), the quorum for a general meeting of the credit union shall be ten per cent. of the members or thirty members, whichever is the less.
(6) Notwithstanding paragraph (5), in no case shall the quorum for a general meeting or for an adjourned general meeting of the credit union be less than ten members.
(7) It shall be the duty of the secretary to keep minutes of all general meetings of the credit union.
Rule 100. Supplementing provisions as to general meetings
(1) The Bank shall have the right to attend and speak at any general meeting of the credit union.
(2) The Irish League of Credit Unions shall have the right to be represented, to speak and to be heard at any general meeting of the credit union upon presentation to the chair of the meeting of duly authorised identification of the Irish League of Credit Unions.
(3) Subject to paragraph (4), a member of the credit union may not vote by proxy at a general meeting of the credit union.
(4) Where a member of the credit union is not a natural person, that member may be represented at a general meeting by a representative who may vote on behalf of the member if:
(a) the representative is duly authorised in writing by the member to do so; and
(b) the board of directors of the credit union has, expressly or by implication, accepted that authorisation;
and such a representative shall be entitled to exercise, on behalf of the member, the same powers as the member could exercise if the member were a natural person.
(5) (a) A poll may be demanded at a general meeting (or an adjourned meeting) of the credit union:
(i) by the chair of the meeting (or the adjourned meeting) or
(ii) by at least ten members present having the right to vote at the meeting (or the adjourned meeting) on any question, other than the election of the chair of the meeting (or the adjourned meeting).
A poll shall be taken in such manner as the chair directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Rule 101. Special resolutions
(1) If, at any general meeting of which notice has been given specifying the intention to propose a special resolution, the chair declares that the resolution has been passed as required by the definition of special resolution in section 2(1) of the Act, that declaration shall, without more, be evidence of that fact until the contrary is proved.
(2) A copy of every special resolution for any of the purposes mentioned in the Act:
(a) shall be signed by the chair of the meeting at which the resolution was confirmed;
(b) shall be countersigned by the secretary of the credit union; and
(c) within twenty one days of the date of the meeting at which the resolution was passed, shall be sent to the Bank to be registered;
and the special resolution shall not take effect until that copy is so registered.
SECTION 18. NOMINATIONS, ELECTIONS, ETC.
Rule 102. Nomination committee
(1) The board of directors shall establish a nomination committee.
(2) (a) At a meeting of the board of directors of the credit union:
(i) which is held immediately after the organisation meeting, an annual general meeting or special general meeting at which an election is held for members of the board of directors, and
(ii) which is chaired by a member of the board oversight committee,
the board of directors shall elect by secret ballot directors to fill such positions as are then vacant on the nomination committee.
(b) In the event of a casual vacancy on the nomination committee, the board of directors may by secret ballot elect a director to fill that vacancy until the next meeting at which, in accordance with paragraph (a), an election should be held to fill any vacancy in the nomination committee.
(3) The nomination committee shall comprise not less than three members and not more than five members of the board of directors.
(4) The nomination committee shall be responsible for the following:
identifying candidates to be nominated for appointment to the board of directors;
accepting nominations of candidates proposed to be appointed to the board of directors;
proposing:
(i) candidates, for election by a general meeting, to be members of the board, and
(ii) if prescribed by the Bank for the purposes of section 53(15) of the Act, at least such and so many candidates as may be required for consideration for appointment to fill vacancies on the board of directors;
proposing an additional person to be a director of the credit union pursuant to section 95A(1) of the Act;
assisting the credit union in performing any obligations of the credit union under section 23 of the Central Bank Reform Act 2010 in relation to any candidates proposed to perform pre-approval controlled functions (as construed in accordance with section 22 of that Act);
assisting the credit union in carrying out any checks which the credit union is undertaking to enable it to comply with its obligations under section 21 of the Central Bank Reform Act 2010;
informing each prospective candidate by notice in writing, before he or she is proposed as a candidate in accordance with paragraph (c), of the time commitment expected from him or her in respect of his or her role as a director;
ensuring that there is an appropriate succession plan in place for the board of directors;
ensuring that each director is given adequate induction to his or her role on the board of directors so as to ensure he or she has sufficient appreciation of, and appropriate training about, the strategy, operations and performance of the credit union;
ensuring that the induction process and training referred to in paragraph (i) occurs as soon as is practicable and in any event by no later than 6 months following a director’s appointment to the board of directors;
arranging additional training, either individually or collectively, for the members of the board of directors during their respective terms of appointment to the extent that the nomination committee considers it necessary in order for the board of directors to make informed decisions;
(l) maintaining a record in writing of the periods of time during which a person has served as a member of the board of directors of the credit union;
(5) Every candidate to be nominated for appointment as a member of the board of directors of a credit union shall be proposed through the nomination committee of the credit union. No person shall otherwise be put forward for election or seek election at an annual general meeting or special general meeting of the credit union at which an election is held for members of the board of directors.
(6) The nomination committee shall ensure it receives nominations for appointment of persons as members of the board of directors of a credit union in time prior to any annual general meeting, or special general meeting at which an election is held for such members, so as to enable any requirements by or under Part 3 of the Central Bank Reform Act 2010 to be met in advance of those persons being nominated for appointment.
(7) In identifying prospective candidates under paragraph (4)(a) and considering the proposing of candidates under paragraph (4)(c), the nomination committee shall consider the balance of skills, experience and knowledge on the current board of directors and any review undertaken under paragraph (11).
(8) In considering the proposing of candidates under paragraph (4)(c), the nomination committee shall have regard to:
the number of directors on the board of directors and the number of vacancies to be filled,
whether potential conflicts of interest could arise from the appointment to the board of directors of a person if such person were duly nominated and appointed to the board of directors, and
any other matter that the Bank may prescribe.
(9) Any potential conflict referred to in paragraph (8) shall be brought to the attention of:
where paragraph (4)(c)(i) is relevant, the members of the credit union at the general meeting concerned, and
where paragraph (4)(c)(ii) is relevant, the directors of the board of directors of the credit union at the meeting of the board of directors concerned.
(10) The nomination committee shall not propose appointments to the board of directors or allow appointments to proceed where conflicts of interest exist or could arise in a way which in its opinion could significantly affect the ability of the board of directors to operate in accordance with section 69(1) of the Act.
(11) The nomination committee shall review the composition of the board of directors at least once a year for the purpose of identifying any deficiencies in the composition of the board of directors. The review shall include determining whether or not there are any deficiencies in the balance of skills amongst the members of the board of directors and considering other matters relating to deficiencies that may be prescribed by the Bank.
(12) The nomination committee shall:
formally review the membership of any person who is a member of the board of directors for more than the 12 years in aggregate permitted under this Part, and
shall document the rationale for the continuance of such membership of that person.
(13) The nominating procedure for the board oversight committee shall be as established by the credit union in accordance with the Act and having regard to the guidance from the Bank with respect to the implementation of the Fitness & Probity Regulations for Credit Unions.
Rule 103. Election procedure
(1) When nominations are announced tellers shall be appointed by the chair and ballot papers shall be distributed. Nominations shall be in the following order:
(a) nominations for auditor;
(b) nominations for members of the board oversight committee;
(c) nominations for directors.
(2) When voting is completed, the votes shall be taken and tallied by the tellers. Any ballot paper which contains votes for more than the number required to be elected shall be void. All elections shall be by secret ballot and by majority vote. When the votes have been counted by the tellers, the results shall be announced by the chair. In the event that all vacancies are not filled by the first ballot further ballots shall be taken as required. In the event of an equality of votes between candidates for the remaining vacancies not filled in accordance with the above procedure one further ballot shall be taken and should that ballot fail to determine the issue, the vacancies shall be filled by lot from among such candidates having an equality of votes.
Rule 104. One member one vote
Irrespective of the number of shares held by him, no member shall have more than one vote.
Rule 105. Minimum voting age
All persons not less than sixteen years of age who have been accepted into membership in accordance with the rules shall be eligible to vote at a meeting of members.
Rule 106. Prohibition on multiple resolutions
A motion for the election or appointment of two or more persons as officers of the credit union shall not be made at any general meeting thereof.
SECTION 19. ACCOUNTS AND AUDIT
Rule 107. Accounts and Audit
(1) The credit union shall ensure that proper accounts of the credit union are kept and audited in accordance with the requirements of the Act and any other relevant legal requirements.
(2) The credit union shall appoint an auditor in accordance with Part VII of the Act.
SECTION 20 DISPUTES AND COMPLAINTS
Rule 108. Settlement of disputes
(1) Save as otherwise required by or under the Act, this rule applies to any dispute between the credit union and:
(a) a member of the credit union in his capacity as a member;
(b) any former member of the credit union (in that capacity) who ceased to be a member of the credit union not more than six months previously;
(c) any person claiming through any such member or former member (in their capacity as such); or
(d) any person claiming under these rules.
(2) Nothing in this rule shall prevent:
(a) a credit union, or
(b) a member of a credit union, or
(c) any person claiming through or under a member of a credit union,
from obtaining in the ordinary course of law any remedy to which the credit union, member or person is entitled in respect of any contract, excluding that constituted by these rules.
(3) All disputes under this rule shall be decided in the following manner:
For the purposes of this rule the complaining party or parties described under paragraph (1) shall be referred to as the complainant. The credit union shall ensure that this procedure and the names of officers designated under paragraph (3)(b) are notified to all members and are displayed in a prominent position in the public office of the credit union.
The board of directors shall appoint:
a complaints officer whose duty it shall be to receive complaints forms under paragraph (3)(d) and to investigate, discuss and wherever possible resolve such complaints;
(ii) a complaints sub-committee, whose membership shall not include the officer appointed under paragraph (3)(b)(i) above, whose duty it shall be to investigate, discuss and wherever possible resolve complaints.
The complainant shall discuss the complaint with the complaints officer appointed by the credit union under paragraph (3)(b)(i).
(d) In the event that the complaint is not resolved to the satisfaction of the complainant under paragraph (3)(c), the complainant shall complete a complaints form which shall be readily available in the public office of the credit union and pre-addressed to the complaints sub-committee. Following receipt of the complaints form, the complaints sub-committee shall investigate, discuss and wherever possible resolve the complaint. The complainant shall have the right to be heard by the sub-committee.
(e) In the event that the complaint is not resolved to the satisfaction of the complainant under paragraph (3)(d), the complainant shall request the secretary of the credit union to forward the complaint to the board of directors. The board of directors shall investigate, discuss and wherever possible resolve the complaint. The complainant shall have the right to be heard by the board of directors.
(f) Nothing in this rule shall prevent the Financial Services Ombudsman from investigating and adjudicating a complaint made against a credit union about the provision of, or failure to provide, a financial service, so long as the complaint:
falls within the jurisdiction of that Ombudsman, and
does not relate to a matter that involves only the governance of the credit union.
SECTION 21. AFFILIATION WITH THE IRISH LEAGUE OF CREDIT UNIONS
Rule 109. Affiliation with the Irish League of Credit Unions
(1) The credit union shall affiliate with the Irish League of Credit Unions.
(2) The credit union shall adopt as its registered rules the standard rules approved by the Irish League of Credit Unions and operate in accordance with them.
(3) The credit union shall not unilaterally amend the standard rules of the Irish League of Credit Unions.
(4) In consulting with, or making application to, the Bank for all services under sections 48 to 52, of the Act, the credit union may do so through the Irish League of Credit Unions.
(5) Subject to compliance with any requirements made by or under the Acts, any other law and these rules, the credit union shall:
(a) abide by the rules and bye-laws of the Irish League of Credit Unions as laid down from time to time for its members;
(b) operate within such standards in respect of operating ratios, identification and control of delinquency, bonding and insurance levels without limitation, insurance in relation to shares and loans of members and such other areas as decided by a general meeting of the Irish League of Credit Unions;
(c) co-operate with the carrying out of such examinations of the credit union by the Irish League of Credit Unions as will enable the Irish League of Credit Unions at its discretion to discharge its functions in relation to the credit union as determined in the Rules of the Irish League of Credit Unions or decided by a general meeting of the Irish League of Credit Unions;
(d) make such returns to the Irish League of Credit Unions as may be required by the board of the Irish League of Credit Unions;
(e) provide access to its premises to the officers and authorised representatives of the Irish League of Credit Unions;
(f) allow the officers and authorised representatives of the Irish League of Credit Unions to attend and speak at any meeting of the credit union's board of directors or members subject to reasonable notice;
(g) co-operate with the Irish League of Credit Unions in the calling of a special general meeting of the credit union members in accordance with rule 97.
(6) On or before the 31st day of January in each year during the time the credit union is a member of the Irish League of Credit Unions each person who was a member on 30th September of the preceding year shall pay an annual League affiliation fee. The affiliation fee may be deducted by the credit union from the share account of the member and shall forthwith be paid to the League to assist in its functioning.
(7) Notice of intention to create any charge on the assets of the credit union shall be given to the Irish League of Credit Unions at least twenty one days before such charge is created.
(8) Subject to the Act and any regulations made thereunder, the forms used by the credit union shall contain as a minimum the information as set out in the forms contained in the Appendices to these rules, which forms may be amended from time to time by the Irish League of Credit Unions.
This document will be ratified by the Membership at the next AGM
