Special General Meeting – Carlow District Credit Union

An SGM for Carlow District Credit Union will take place on Tuesday 29th June 2021 @ 6.30 pm via Zoom.

If you wish to attend this meeting, please register your interest by emailing your contact details to SGM@carlowcreditunion.ie before Thurs 24th June 2021 @ 2:00 pm.

Agenda

  1. a) The acceptance by the board of directors of the authorised representatives of members that are not natural persons.
  2. b) Ascertainment that a quorum is present.
  3. c) Adoption of standing orders.
  4. d) Proposed motions
  5. e) Voting and Result
  6. f) Meeting Closed.

 

The full list of standing orders and motions are detailed below.

Once you register, details to join the SGM will be forwarded to you before the meeting.

Please Note: You must be over 16 years and a Member to join.

 

The voting process will be explained on the night.

 

This virtual SGM will be recorded for minute taking purposes.

 

We understand this may not suit every Member but unfortunately it is outside our control.

 

Regards

Board of Directors – CDCU

 

 

Virtual Standing Orders

VOTING:

  1. Each Member shall be entitled to one vote irrespective of his/her shareholding, in accordance with section 82(2) of the Credit Union Act, 1997 (as amended). Due to the fact that this SGM will be a virtual meeting, voting on motions and elections will be by electronic means.

MOTIONS:

  1. Due to specific difficulties we are facing in holding a Special General Meeting this year due to Covid 19, the purpose of this SGM is to deal with the passing of motions to allow for future Virtual Meetings.
  2. The Chairman’s decision on any matter relating to these Standing Orders or Interpretation of same shall be final.

MISCELLANEOUS:

  1. The Chairperson of the Credit Union shall be the Chairperson of any general meeting, except where he/she is not available, in which case it shall be the Vice-Chair, except where he/she is not available, in which case the Board shall decide amongst themselves who shall act as Chair of any general meeting.
  2. The Chairman may at his/her discretion, extend the privilege of the floor to any person who is not a Member.
  3. Matters not covered by the Agenda may be introduced under “Other Business” at the discretion of the Chairman. At a Virtual SGM in the current circumstances, this may not be practical, however, the option may be invoked if required.
  4. The Chairperson shall have a second or casting vote in addition to his/her own vote on matters other than voting at elections where there is an equality of votes (Standard Rule 99(1)).
  5. Any matter to be decided upon by a vote at the SGM shall, unless otherwise expressly provided for by law or the rules be decided upon by majority vote.

ADJOURNMENTS:

  1. Adjournments of the SGM shall take place only in accordance with section 81(1) and the provisions concerning notice, voting and quorum are also set out in section 81 (and the new section 80A inserted by the Finance (Miscellaneous Provisions) Bill 2020).

SGM MOTIONS 2021

MOTION 1. That this Annual General Meeting agrees to delete Rule 63(4) of the Standard Rules for Credit Unions (Republic of Ireland) (2019) to remove the requirement for credit unions to complete and return the Return of Officers form to the Irish League of Credit Unions.

MOTION 2. That this Annual General Meeting amends the Standard Rules for Credit Unions (Republic of Ireland) by the insertion of a new Rule 1A as follows:
Any reference in these rules to a member present and voting at a general meeting shall be construed as including a reference to a member in attendance and voting at a general meeting conducted wholly or partly by the use of electronic communications technology.

Motion 3. That this Annual General Meeting amends Rule 96 of the Standard Rules for Credit Unions (Republic of Ireland) in paragraph (1), by the deletion of “in the State at such date, time and place” and the insertion of “at a time, at a place in the State (where applicable) and in the manner (where applicable)” so as to read as follows:
(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 at a time, at a place in the State (where applicable) and in the manner (where applicable) 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.

And by the insertion of a new 96A as follows:
96A (1) The credit union need not hold a general meeting at a physical venue but may conduct the meeting wholly or partly by the use of electronic communications technology as long as all attendees have a reasonable opportunity to participate in the meeting in accordance with this Rule.

(2) (a) The credit union may provide for participation in a general meeting by providing or facilitating, for that purpose, the use of electronic communications technology, including a mechanism for casting votes by a member, whether before or during the meeting.
(b) The mechanism referred to in paragraph (a) shall not require the member to be physically present at the general meeting.

(3) The use of electronic communications technology pursuant to paragraph (2) may be made subject only to such requirements or restrictions put in place by the credit union as are necessary to ensure the identification of attendees and the security of the electronic communications technology, to the extent that such requirements or restrictions are proportionate to the achievement of those objectives.
(4) The credit union shall inform attendees, before the general meeting concerned, of any requirements or restrictions which it has put in place pursuant to paragraph (3).

(5) The credit union that provides for the use of electronic communications technology for participation in a general meeting by an attendee shall endeavour to ensure, as far as practicable, that—
(a) such technology:

(i) provides for the security of any electronic communications by   the attendee,
(ii) minimises the risk of data corruption and unauthorised access, and
(iii) provides certainty as to the source of the electronic communications.

(b) in the case of any failure or disruption of such technology, that failure or disruption is remedied as soon as practicable, and
(c) such technology enables the attendee to:
(i) hear what is said by the chair of the meeting and any person introduced by the chair, and
(ii) speak and submit questions and comments during the meeting to the chair to the extent that the attendee is entitled to do so under the rules of the credit union.
(6) Any temporary failure or disruption of electronic communications technology shall not invalidate the general meeting or any proceedings relating to the meeting.

(7) Unless such failure or disruption is attributable to any wilful act of the credit union, the credit union shall not be liable in respect of any failure or disruption relating to the equipment used by an attendee to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the attendee’s participation, by the use of such technology, in the meeting.
(8) Where, in the opinion of the board of directors, it is deemed necessary, due to exceptional and unexpected circumstances, the board of directors may, by resolution, cancel a general meeting at any time prior to the holding of the meeting.

Motion 4

That this Annual General Meeting amends Rule 98(1), (2), (4) of the Standard Rules for Credit Unions (Republic of Ireland) so as to read as follows:
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, place (where applicable) and manner of holding (where applicable) 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;
(e) shall be displayed in the public office or offices of the credit union; and
(f) shall, in the case of a general meeting proposed to be held wholly or partly by the use of electronic communications technology, state
(i) the electronic platform to be used for the meeting,
(ii) details for access to the electronic platform,
(iii) where required by a credit union, the time and manner by which an attendee must confirm his or her intention to attend the meeting,

(iv) any requirements or restrictions which the credit union has put in place in order to identify attendees who intend to attend the meeting,
(v) the procedure for attendees to communicate questions and comments during the meeting, and
(vi) the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.”
In paragraph (4), by the insertion of “and containing such information” after “in such form” so as to read as follows.
(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 and containing such information as the Bank may require.

And by the insertion of a new Rule 98A as follows:
98A  (1) Notwithstanding Rule 98 but subject to paragraph (2), notice for the purposes of Rule 96A(8) shall be given in the same manner as the notice for the general meeting referred to in Rule 98 but where, in the opinion of the board of directors, giving such notice in that manner is not reasonably practicable, notice shall be given:
(a) where the credit union has a website, on that website,
(b) by email to every member for whom the credit union has an email address, and 13
(c) in at least one national newspaper published in the State and circulating in the area in which the registered office of the credit union is situated, in a local paper and on local radio.
(2) Paragraph (1) of this Rule shall not apply where all members agree in writing to the cancellation, change of venue or change of means of holding the general meeting concerned, or to dispensing with notice for the general meeting.

Motion 5

That this Annual General Meeting amends Rule 99(3)(a) of the Standard Rules for Credit Unions (Republic of Ireland) to provide for the notice requirements for an adjourned meeting (to include information with respect to an electronic meeting) so as to read as follows:
(3) Subject to paragraph (3) in rule 98:
(a) Paragraph (2)(a), (b), (d), (e), (f) 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.

 

 

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