My Community Bank Rules

Rules of Brent Shrine Credit Union Limited trading as My Community Bank
Registered under the Industrial and Provident Societies Act 1965
Registration number 7C
All previous Rules rescinded

You can also download these Rules as a PDF, or phone 0113 487 2491 if you would like a copy sent to you.

Contents

1. Name, Registered Office, Objects, Permissions, Powers and Social Goals
2. Membership
3. Shares
4. Loans, Conditional Sale and Hire Purchase Agreements
5. Application of Surplus
6. Members’ Meetings
7. Nominating and Electing Officers
8. Officers and Employees
9. Accounts, Audit, Annual Returns and Rules
10. Maintenance of Members’ Accounts
11. Seal
12. Amendments to Rules
13. Complaints and Disputes
14. Dissolution
15. Membership of the Association
16. Interpretations

Name, Registered Office, Objects, Permissions, Powers and Social Goals

Name

1. The name of the credit union shall be: Brent Shrine Credit Union Limited trading as My Community Bank (hereinafter referred to as ‘the Credit Union’.)

Registered office

2. The registered office of the Credit Union shall be at: 30 Churchill Place, London E14 5RE, or at such other place as may from time to time be determined by the Board of Directors and registered with the Relevant Authority.

Objects

3. The objects of the Credit Union are:

• a) the promotion of thrift among its Members of the society by the accumulation of their savings;
• b) the creation of sources of credit for the benefit of its Members at a fair and reasonable rate of interest;
• c) the use and control of Members’ savings for their mutual benefit;
• d) the training and education of Members in the wise use of money and in the management of their financial affairs; and
• e) to carry on one or more of the financial activities specified in section 1ZA(1) of the Credit Unions Act 1979 for the benefit of the members of the society.

Permissions

4. The Board of Directors shall be responsible for ensuring that the Credit Union applies for, obtains and maintains all necessary permissions to operate legally as a credit union.

Powers

5. The Credit Union shall have full power, subject to the law and the Relevant Authority’s requirements attached to any permission held, to do all things necessary or expedient for the accomplishment of its objects.

Social Goals

6. The Credit Union may, by resolution of its Board of Directors, adopt one or both of the following additional social goals within its policies:

• a) To contribute towards the alleviation of poverty within the community; and
• b) To contribute towards the economic regeneration of the community;

provided that these social goals are only pursued within the scope of the objects of the Credit Union.

Membership

Common Bond Qualifications for Membership

7. Admission to membership of the Credit Union is restricted to:

1. An individual who follows an occupation in the “Minor” Groups of the Office of National Statistics’ Standard Occupational Classification listed in Annex I.

2. A body corporate, an individual in his/her capacity as a partner in a partnership, an individual in his/her capacity as an officer or member of the governing body of an unincorporated association, if the principal business of the body corporate, partnership or unincorporated association:

• I) requires it to employ or otherwise engage persons who follow an occupation in Annex I;
• II) relates to an occupation in Annex I in the following way:
  • a) is a retirement fund with members in the occupation;
  • b) provides trade union services to members in the occupation.

3. An individual who is a member of the following bona fide organisation:

1. Any of the TUC affiliate trade unions listed in Annex II
2. The National Trust, charity number 205846
3. National Trust for Scotland, charity number SC007410
4. Co-operative Group Limited (The Co-op), registered number 525R
5. Central England Co-operative Limited, registered number 10143R
6. The Mid-counties Co-operative Limited, registered number 19025 R
7. The Chelmsford Star Co-operative Society Limited, registered number 973R
8. The Southern Co-operative Limited, registered number 1591R
9. Lincolnshire Co-operative Limited, registered number 141R
10. Scottish Midland Co-operative Society Limited (Scotmid Co-op), registered society 2059RS
11. English Heritage, charity number 1140351
12. Royal Society for the Protection of Birds (RSPB), charity number 207076
13. English Golf Union Limited, registered number 5564018
14. The Royal Horticultural Society (RHS), charity number 222879
15. The Third Age Trust, charity number 288007
16. The Woodland Trust, charity number 294344
17. The Royal British Legion (RBL), charity number 219279
18. Historic Environment Scotland, charity number SC045925
19. The National Federation of Women’s Institutes of England, Wales, Jersey, Guernsey and the Isle of Man, charity number 803793
20. Wildfowl and Wetlands Trust, charity number 1030884
21. International Exhibition Co-operative Wine Society Limited (the Wine Society), registered number IP01824R
22. Campaign for Real Ale Limited (CAMRA), registered number 1270286
23. Tate Foundation, charity number 1085314
24. Chester Zoo, charity number 306077
25. The Foundation and Friends of the Royal Botanic Gardens, Kew, charity number 803428
26. National Art Collections Fund, charity number 209174
27. The British Horse Society (BHS), charity number 210504
28. The Zoological Society of London, charity number 208728

4. A corporate body, an individual in his/her capacity as partner in a partnership, an individual in his/her capacity as an officer or a member of the governing body of an unincorporated association, if the body corporate, partnership or unincorporated association is a member of one of the above bona fide organisations.

5. An individual who is a member of the same household as, and is a relative of, an individual who is a member of the credit union and falls directly within a common bond specified above.

Annex I – Occupations

Managers, Directors and Senior Officials

• 111 Chief Executives and Senior Officials
• 112 Production Managers and Directors
• 113 Functional Managers and Directors
• 115 Financial Institution Managers and Directors
• 116 Managers and Directors in Transport and Logistics
• 117 Senior Officers in Protective Services
• 118 Health and Social Services Managers and Directors
• 119 Managers and Directors in Retail and Wholesale
• 121 Managers and Proprietors in Agriculture Related Services
• 122 Managers and Proprietors in Hospitality and Leisure Services
• 124 Managers and Proprietors in Health and Care Services
• 125 Managers and Proprietors in Other Services

Professional Occupations

• 211 Natural and Social Science Professionals
• 212 Engineering Professionals
• 213 Information Technology and Telecommunications Professionals
• 214 Conservation and Environment Professionals
• 215 Research and Development Managers
• 221 Health Professionals
• 222 Therapy Professionals
• 223 Nursing and Midwifery Professionals
• 231 Teaching and Educational Professionals
• 241 Legal Professionals
• 242 Business, Research and Administrative Professionals
• 243 Architects, Town Planners and Surveyors
• 244 Welfare Professionals
• 245 Librarians and Related Professionals
• 246 Quality and Regulatory Professionals
• 247 Media Professionals

Associate Professional and Technical Occupations

• 311 Science, Engineering and Production Technicians
• 312 Draughtspersons and Related Architectural Technicians
• 313 Information Technology Technicians
• 321 Health Associate Professionals
• 323 Welfare and Housing Associate Professionals
• 331 Protective Service Occupations
• 341 Artistic, Literary and Media Occupations
• 342 Design Occupations
• 344 Sports and Fitness Occupations
• 351 Transport Associate Professionals
• 352 Legal Associate Professionals
• 353 Business, Finance and Related Associate Professionals
• 354 Sales, Marketing and Related Associate Professionals
• 356 Public Services and Other Associate Professionals

Administrative and Secretarial Occupations

• 411 Administrative Occupations: Government and Related Organisations
• 412 Administrative Occupations: Finance
• 413 Administrative Occupations: Records
• 415 Other Administrative Occupations
• 416 Administrative Occupations: Office Managers and Supervisors
• 421 Secretarial and Related Occupations

Skilled Trades Occupations

• 511 Agricultural and Related Trades
• 521 Metal Forming, Welding and Related Trades
• 522 Metal Machining, Fitting and Instrument Making Trades
• 523 Vehicle Trades
• 524 Electrical and Electronic Trades
• 525 Skilled Metal, Electrical and Electronic Trades Supervisors
• 531 Construction and Building Trades
• 532 Building Finishing Trades
• 533 Construction and Building Trades Supervisors
• 541 Textiles and Garment Trades
• 542 Printing Trades
• 543 Food Preparation and Hospitality Trades
• 544 Other Skilled Trades

Caring, Leisure and Other Service Occupations

• 612 Childcare and Related Personal Services
• 613 Animal Care and Control Services
• 614 Caring Personal Services
• 621 Leisure and Travel Services
• 622 Hairdressers and Related Services
• 623 Housekeeping and Related Services
• 624 Cleaning and Housekeeping Managers and Supervisors

Sales and Customer Service Occupations

• 711 Sales Assistants and Retail Cashiers
• 712 Sales Related Occupations
• 713 Sales Supervisors
• 721 Customer Service Occupations
• 722 Customer Service Managers and Supervisors

Process, Plant and Machine Operatives

• 811 Process Operatives
• 812 Plant and Machine Operatives
• 813 Assemblers and Routine Operatives
• 814 Construction Operatives
• 821 Road Transport Drivers
• 822 Mobile Machine Drivers and Operatives
• 823 Other Drivers and Transport Operatives

Elementary Service Occupations

• 923 Elementary Cleaning Occupations
• 926 Elementary Storage Occupations
• 927 Other Elementary Services Occupations

Annex II – TUC Affiliate Credit Unions

• Unite the Union
• UNISON
• GMB
• Union of Shop, Distributive and Allied Workers
• Royal College of Nursing
• National Education Union
• National Education Union Cymru
• National Association of Schoolmasters Union of Women Teachers
• Public and Commercial Services Union
• Communication Workers Union
• British Medical Association
• Prospect
• University and College Union
• National Union of Rail, Maritime and Transport Workers
• Educational Institute of Scotland
• Fire Brigades Union
• Equity
• Prison Officers Association
• National Union of Journalists

Limitations on Membership

8. The Board of Directors shall ensure that at all times the number of Corporate Members in membership of the Credit Union does not exceed 10% (or such other amount as prescribed by law) of the total number of Members of the Credit Union. If the number of Corporate Members should exceed the limit prescribed at any time then the Board of Directors shall take all steps to reduce the number below the limit prescribed by expelling from membership those Corporate Members determined by the Board of Directors using a policy and procedure determined by the Board. In determining the policy for the expulsion of Corporate Members the Board of Directors will conduct an assessment of the impact to the Credit Union of expelling any particular Corporate Member.

Joint Accounts

9. The Credit Union may offer a joint account facility to Members that are individuals. A joint account shall only be available to two individuals who each qualify for, obtain and continue to hold membership under the common bond qualification. The Credit Union shall establish a procedure on the operation of a joint account.

10. In the event of the death of one of the holders of a joint account, the joint account shall, subject to any contrary written agreement between the holders and lodged with the Credit Union, become the property of the survivor.

Non-Qualifying Members

11. A Member who ceases to fulfil the qualifications for admission to membership shall become, and shall be referred to in these Rules as, a Non-Qualifying Member. A Non-Qualifying Member may retain their membership and voting rights in the Credit Union, and continue to acquire Shares and to receive Debt Products subject to legislation and the provisions of these Rules.

12. There shall be no restriction on the number of Non-Qualifying Members.

Junior Savers

13. The Credit Union may take deposits from a person who would otherwise qualify for membership of the Credit Union according to Rule 7 of these Rules and is under the age at which, defined in Rule 14 of these Rules; he may become a Member.

14. A junior saver, who is eligible for membership of the Credit Union according to Rule 7 of these Rules, shall convert to full membership of the Credit Union upon reaching the age of 18, provided that no person that has a deposit in a child trust fund account or a junior ISA is eligible for membership of the Credit Union until they have reached the age of 18 years.

15. The Credit Union may, if the Directors so determine, take Deposits up to a total of £15,000 or 1.5 per cent (or such other sum as may be permitted by the Relevant Authority) of the total shareholding of the Credit Union from a junior saver of the Credit Union, whichever is the greater.

Applications for Membership

16. No applicant shall be admitted into membership of the Credit Union unless the applicant supports the objects and social goals of the Credit Union, has paid such entrance fee as required, has completed an application for membership in a form approved by the Board of Directors and the Board has approved the application using such procedures as agreed by them from time to time.

17. An applicant for membership of the Credit Union may be admitted to membership only when:

• a) They fall within the common bond and as a result qualify for admission to membership;
• b) They have provided sufficient evidence to prove their identity (and proof of incorporation if a corporate body) and address, as required to comply with all relevant laws and Regulations established in respect of money laundering prevention;
• c) They have paid any entrance fee of an amount not to exceed £5 or any such reasonable amount sufficient to cover the administration costs of joining specified by the Board of Directors from time to time and agreed by the Members at the annual general meeting;
• d) They have agreed to pay any annual administration fee of an amount not to exceed £5 or any such reasonable amount sufficient to cover the administration costs of membership specified by the Board of Directors from time to time and agreed by the Members at the annual general meeting; and
• e) They hold and have paid for at least a £1 Non-Deferred Share in the Credit Union.

18. A Member of the Credit Union may hold more than one account in the Credit Union.

Register of Members and Officers

19. The Credit Union shall keep, at its registered office, a register of Members and Officers as per section 30 of the Co-operative and Community Benefit Societies Act 2014. The Register of Members shall contain the following details:

• a) the names, postal addresses and email addresses of the Members;
• b) a statement of the number of shares held by each member and of the amount paid or agreed to be considered as paid on the shares of each Member;
• c) a statement of other property in the society, whether in loans, deposits or otherwise, held by each Member;
• d) the date at which each person was entered in the register as a Member; and
• e) the date at which any person ceased to be a Member.

The register shall be so constructed so that it is possible to inspect the particulars therein mentioned without exposing information recorded in it about Members’ shares and other property in the Credit Union. The Register of Officers shall contain the names, postal addresses and email addresses of the officers of the Credit Union, with the offices held by them respectively, and the dates on which they assumed office.

Cessation of Membership

20. A Member shall cease to be such if:

• a) They cease to qualify for admission for membership as specified in Rule 7 and subject to Rules 11 and 12; or
• b) They die, or if a body corporate, is wound up or goes into liquidation; or
• c) They are a Member in the capacity of the Designated Representative of an unincorporated association or partnership (that is not a body corporate) which is wound up or goes into liquidation; or
• d) They are a Member in the capacity of the Designated Representative of an unincorporated association or partnership which removes or replaces them as its Designated Representative, provided that any Debt Products held by the Member are repaid in full; any Non-Deferred Shares held by the Member are repaid in full by the Credit Union; and any deferred shares are transferred to another Member of the Credit Union in accordance with Rule 44;
• e) If the partnership or unincorporated association wishes to appoint another Designated Representative then that representative should make an application for membership as per Rules 16 and 17;
• f) By virtue of a Member becoming a Non-Qualifying Member of the Credit Union, the number of Non-Qualifying Members exceeds the maximum permitted by these Rules or by law; or
• g) By virtue of being a Corporate Member of the Credit Union who has been expelled in accordance with Rule 8;
• h) They voluntarily withdraw from the Credit Union in accordance with these Rules; or
• i) At the discretion of the Board of Directors, membership shall be withdrawn if a Member does not hold the minimum shareholding required by Rule 46 within 6 months of becoming a Member of the Credit Union, or it is reduced to below the minimum shareholding requirement as established by the Board, and they fail to take action to increase their shareholding in accordance with Rule 46; or
• j) They are expelled by the Credit Union in accordance with these Rules.

Withdrawing from Membership

21. A Member without any liability to the Credit Union may voluntarily withdraw from membership of the Credit Union at any time by applying for, and receiving, their shareholding in the Credit Union. The notice period for withdrawal shall be as agreed from time to time by the Board of Directors. Members with an outstanding liability to the Credit Union shall not be permitted to withdraw from membership of the Credit Union.

22. Those Members holding Deferred Shares shall not have the power to withdraw them. Repayment of any Deferred Shares shall be made in accordance with the issue documents which comply with s31A CUA 1979.

Expulsion from Membership

23. Subject to the receipt of notice of expulsion in accordance with these Rules, a Member shall be suspended from participation in the Credit Union pending the completion of an investigation. The investigation may recommend the Member’s expulsion, which shall be considered at a meeting of the Board of Directors.

24. A Member may be suspended, and subsequently expelled, from the Credit Union for any of the following reasons:

• a) Wilful breach of, or refusal to comply with, the Rules;
• b) Divulging confidential information relating to the Credit Union;
• c) Deceiving the Credit Union with regard to the purpose of money borrowed or its subsequent use;
• d) Default and continued refusal to honour a debt (the Debt Product repayment terms of which had been agreed in a signed agreement);
• e) Maliciously and knowingly spreading incorrect reports about the management of the Credit Union;
• f) Wilfully making a false entry in, or any deletion from, any record or return of the Credit Union with the intent to falsify it;
• g) Actively working against the interests of the Credit Union and/or its membership;
• h) Using the Credit Union as a vehicle for committing an offence under the Money Laundering Regulations;
• j) Assaulting, molesting or threatening an Officer or employee of the Credit Union, or damaging records or other property of the Credit Union, or knowingly passing forged papers through the Credit Union;
• k) If, after admission as a Member of the Credit Union, their application form is found to include wilfully false or misleading information or any defect is discovered in their qualification for membership at the time of their admission which in the opinion of the Board of Directors is of such consequence as to justify expulsion;
• l) Abusive behaviour towards the Directors, employees or volunteers of the Credit Union.

Notice of Expulsion

25. A notice of expulsion of a Member shall be sent to the last known Address of the Member, and shall contain a reference to the expulsion appeals procedure. The notice of expulsion of the Member shall not become effective until 30 days after the date of sending of the notice of expulsion or until the result of any appeal, if any, whichever is the later.

Appeal against Expulsion

26. A Member shall have 14 days from the date of a notice of expulsion to request an appeal. Upon a request being received in Writing from the Member on whom the notice of expulsion has been served, the Credit Union shall convene a meeting of a committee of the Board of Directors to consider the matter of their expulsion. The meeting shall be held not later than 60 days after the date of receipt of the request. The Member shall have the right to be represented and heard at such meeting. The meeting shall have the power, by a majority decision of Members present, to confirm the Member’s expulsion or to direct that they shall remain a Member of the Credit Union. The result of the appeal shall be final.

Liability of Withdrawn and Expelled Members

27. Withdrawal or expulsion of a Member from the Credit Union shall not relieve such Member from any liability which existed at the time of their withdrawal or expulsion.

28. The amount deposited by a Member who withdraws or is expelled shall be paid to them as funds become available, but only after all monies owed by them to the Credit Union have been deducted. Any amount due to a withdrawn or expelled Member shall be repaid within a period of less than 60 days beginning on the day following the expulsion or notice of withdrawal. No payment shall be paid to such a Member unless all of their liabilities to the Credit Union have been fully discharged.

Availability of Rules

29. A copy of these Rules and any amendments made to them shall be made available free of charge on demand to every Member of the Credit Union upon admission to membership and shall be provided to any other person on demand and upon payment of an amount no more than the specified amount chargeable in law for the time being in force.

Dormant Accounts

30. If a period of 12 months passes without any transactions on the account of a Member, and the Credit Union being able to contact the Member, the Board of Directors shall have the discretion to declare that the account has become dormant. The Board may take account of any extenuating circumstances in making this declaration.

31. The Board of Directors shall have the discretion to charge an annual administration fee on each dormant account, an amount not to exceed £5 or any such reasonable amount sufficient to cover the administration costs of membership specified by the Board of Directors from time to time and agreed by the Members at the annual general meeting.

32. In relation to a Member who does comply with the minimum shareholding requirement as set out in Rule 46, but whose account is dormant, the Credit Union may alert the Member to the dormancy by contacting the Member in Writing at their last known Address notifying the Member that there have been no transactions on their account (or their accounts if they have more than one) during the last 12 months, and providing the Member with a six week period to determine the future use of their account(s).

33. Any communication in Writing made under Rule 32 shall contain:

• a) Information on reactivating or closing their account and withdrawing from membership;
• b) Information about the right of the Credit Union to charge an annual administration fee;
• c) Reference to Rule 34 which enables the Credit Union to remove dormant accounts into a suspense account and subsequently expel the Member from membership.

34. If the Member does not reactivate or close their account(s) within six weeks of the Credit Union issuing the communication, the Board of Directors shall have the discretion to hold any monies within the account(s) of such Member in a suspense account; charge the annual administration fee; and subsequently expel the Member from membership in accordance with these Rules.

Shares

35. The Credit Union may offer Non-Deferred Shares and Deferred Shares. The nominal value of each Share shall be £1.00. A Member must purchase and hold at least 1 Share in the Credit Union.

36. The Credit Union may issue Interest Bearing Shares if it meets the criteria for doing so as may be prescribed by law, the Relevant Authority and these Rules.

37. When a Member opens a share account the Credit Union must inform the Member whether said share account will qualify for interest or dividend as per the Rules. If a Member is informed that they hold Interest Bearing Shares they must also be informed that if the Credit Union ceases to meet the criteria set out by law or the Relevant Authority to pay interest on Shares their Interest Bearing Shares will be converted to Dividend Bearing Shares.

38. If a Member’s Interest Bearing Shares are converted to Dividend Bearing Shares the Member must be informed using an agreed policy and procedure established by the Board of Directors.

39. Interest Bearing Shares shall not be eligible for a dividend and interest shall be set and credited using an agreed policy and procedure established by the Board of Directors.

Non-Deferred Shares

40. Non-Deferred Shares shall be withdrawable subject to the provisions of Rules 51 to 53.

41. Non-Deferred Shares shall not be transferable and the Credit Union shall not issue to a Member a share certificate denoting ownership of a Non-Deferred Share.

Deferred Shares

42. Members of the Credit Union shall be eligible to purchase Deferred Shares which may be issued by the Credit Union under the terms and obligations as set out in an Issue Document(s). Upon purchase the Credit Union shall issue a share certificate denoting ownership of a Deferred Share(s).

43. For any Deferred Share(s) issued to a Member the Credit Union must transfer an equivalent amount (in whole pounds) to reserves.

44. Deferred Shares are non-withdrawable but are transferable and repayable only in the circumstances set out in the issue document. Deferred Shares shall only be transferred to another Member of the Credit Union using a procedure agreed by the Board of Directors.

45. Deferred Shares do not hold the right to any additional votes in the Credit Union and shall not count towards, or be subject to, the required minimum shareholding specified in Rule 46 nor the maximum shareholding specified in Rule 47.

Minimum Shareholding

46. The minimum shareholding (excluding Deferred Shares) required to remain in membership of the Credit Union shall be a sum not exceeding £5.00 as may be determined by the Board of Directors. Deferred Shares are not included in the minimum shareholding. The Board of Directors shall have the discretion to withdraw membership from any Member whose account has not been brought up to the minimum Non-Deferred Shareholding requirement within six months of admission to membership, or any Member whose account is reduced below the minimum Non-Deferred Shareholding, through adopting the following procedure:

• a) Providing notice in Writing to their last known Address.
• b) The notice shall require the Member to increase their shareholding to the minimum required or withdraw their Non-Deferred Shares within 6 months of the date of the notice.
• c) If the Member has not taken action under (b) above the balance of the account may be declared by the Board of Directors to be forfeited to the Credit Union and membership shall be withdrawn on the same date.
• d) The Credit Union has the right to apply any amount received from the Member first towards repayment of any debt in arrears due to the Credit Union before crediting the Member’s share account.

Maximum Shareholding

47. No Member shall have, or claim an interest in, Non-Deferred Shares of the Credit Union exceeding £15,000 or 1.5 per cent (or such other amount as may be prescribed by the Relevant Authority) of the total Non-Deferred Shareholdings in the Credit Union, whichever is the greater figure.

48. Corporate Members in total shall not have, nor claim an interest in, fully paid up Non-Deferred Shares of the Credit Union exceeding 25 per cent (or such other amount as may be prescribed by law) of the total fully paid up Non-Deferred Shares. If this limit is exceeded the Credit Union shall repay Non-Deferred Shares held by Corporate Members using an agreed policy until a point where the percentage is no longer exceeded.

49. The maximum Non-Deferred Shareholding limit of a joint account shall be double the limit on an account held by a Member that is an individual.

50. For the purpose of Rules 47 and 48 the total fully paid up Non-Deferred Shares in the Credit Union shall be taken to be the total fully paid up Non-Deferred Shares as shown in the most recent annual return to have been sent to the Relevant Authority.

Withdrawing Shares

51. Subject to Rules 52 and 53, money paid in on Shares may be withdrawn by a Member on any day on which the Credit Union is open for business; however, the Board may request up to sixty days’ notice from a Member of their intention to withdraw their shareholding.

52. For loans taken out before 8th January 2012, if a withdrawal of Non-Deferred Shares would reduce a Member’s paid up shareholding (excluding Deferred Shares) in the Credit Union to less than their total liability (including contingent liability) to the Credit Union, whether as a borrower, guarantor or otherwise, the Board of Directors shall have the discretion to consider a Non-Deferred Share withdrawal under a policy and procedure for use by Officers and employees of the Credit Union.

53. For loans taken out after 8th January 2012, the terms of the loan must include a condition requiring the Member not to withdraw Non-Deferred Shares where their paid-up shareholding (excluding Deferred Shares) in the Credit Union is, or following the withdrawal would be, less than their total liability (including contingent liability) to the Credit Union whether as a borrower, guarantor or otherwise. The Board of Directors shall have the power to vary the terms of the loan agreement with the agreement of the borrowing Member.

54. For conditional sale agreements and hire purchase agreements entered into after 1st January 2024, the terms of the agreement must include a provision as to whether or not a Member is permitted to withdraw shares where the Member’s paid-up shareholding in the Credit Union is, or following the withdrawal would be, less than the Member’s total liability (including contingent liability) to the Credit Union.

Insuring Shares

55. The Board of Directors may enter into arrangements with a person carrying on the business of life savings insurance for the purpose of providing insurance cover on Members’ (excluding Corporate Members) shareholdings in the Credit Union. Any monies paid to the Credit Union by virtue of said insurance arrangements shall be credited to the share account of the insured Member subject to the provisions of Rule 47.

Financial Services Compensation Scheme

56. Members’ Non-Deferred Shares and junior savers’ deposits are protected by the Financial Services Compensation Scheme, subject to the current terms of the Scheme that may be in existence. Deferred Shares are not covered by the Financial Services Compensation Scheme.

Loans, Conditional Sale and Hire Purchase Agreements

Lending to Members

57. The Credit Union may:

• a) make loans to Members eligible to receive them;
• b) enter into a conditional sale agreement, as the seller, with a Member; or
• c) enter into a hire purchase agreement, as a person from whom goods are bailed or (in Scotland) hired, with a Member,

each a “Debt Product”. No individual under 18 years shall be eligible to receive a Debt Product from the Credit Union. A Member who holds Deferred Shares in the Credit Union may not borrow on the strength of that shareholding nor use Deferred Shares to guarantee the repayment of another Member’s Debt Product.

58. The Board of Directors shall determine from time to time the lending policy of the Credit Union which shall apply to all Members. The lending policy shall include:

• a) The maximum amount of a Debt Product available to Members;
• b) The maximum period of repayment of Debt Products, including Debt Products secured on shares and Debt Products with shares attached;
• c) Under what circumstances shares will be attached to a Debt Product;
• d) The rate of interest charged on Debt Products (not exceeding such a rate as may be prescribed by law); and
• e) The application procedure for Debt Products.

59. The Credit Union shall not at any time make available a Debt Product to a Member if the making of such Debt Product would bring the total amount outstanding on Debt Products to Members above such a limit as may be prescribed by law or rules established by the Relevant Authority.

60. The Credit Union shall not at any time make a loan to a Corporate Member if the making of such a loan causes the total loans to Corporate Members to be in excess of the limit of 10% of the aggregate of the outstanding balances on all loans made by the Credit Union to Members (or such other amount as prescribed by law).

61. The Credit Union shall not at any time enter into a conditional sale agreement or a hire purchase agreement with a Corporate Member if the entering into of that agreement causes the total balances under all such agreements to Corporate Members to be in excess of the limit of 10% of the aggregate of the outstanding balances under all such agreements made by the Credit Union.

62. Two Members agreeing to take out a Debt Product on a joint account shall be held jointly and severally liable for repayment of the Debt Product.

63. Any person knowingly responsible for the issue of a Debt Product to a person other than a Member of the Credit Union shall be jointly and severally liable with the borrower to the Credit Union in the amount of the Debt Product and accrued interest.

Guarantors

64. A Member of the Credit Union can use their shareholdings (excluding Deferred Shares) to guarantee another Member’s Debt Product under any circumstances.

Loans to Officers and Employees of the Credit Union

65. Members of the Board of Directors, Officers, Approved Persons and employees of the Credit Union may, as a Member of the Credit Union, be granted a Debt Product by the Credit Union subject to Rule 64. Such a Member may not be involved in the decision on the granting of the Debt Product and such a Debt Product may not be approved solely by a loan officer of the Credit Union.

66. A Credit Union must not make available a Debt Product to one of its Board members, Officers or Approved Persons on terms more favourable than those available to other Members of the Credit Union unless such Debt Product is a loan made to a paid employee of the Credit Union and made for the purposes of purchasing an annual season ticket.

67. A Credit Union must not make a Debt Product available to a Relative of, or any person connected with, a Board member, Officer or Approved Person on terms more favourable than those available to other Members of the Credit Union.

Insuring Members’ Loans

68. The Board of Directors may enter into arrangements with a person carrying on the business of loan protection insurance for the purpose of providing insurance coverage on the liability of any Member of the Credit Union.

Recovering Debt from Members

69. The Board of Directors is responsible for ensuring that suitable policies and procedures are established to ensure the repayment of all debts due to the Credit Union. All sums due from any Member shall be recoverable from him or her, their executors or administrators, as a debt due to the Credit Union.

70. The Credit Union shall have a lien on any Shares of a Member for any debt due to it by a Member or for any debt which the Member has guaranteed, and may off set any sum standing to the Member’s credit, including any Shares, interest rebate and dividends, in or towards payment of such debt. If a Member does not have the minimum shareholding required by the Rules, the Credit Union has the right to apply any amount received from the Member first towards repayment of any debt owed by the Member to the Credit Union before crediting the Member’s share account.

Insurance

71. The Credit Union may enter into arrangements with a person carrying out the business of insurance cover or insurance brokering for the purpose of conducting insurance distribution activities.

Application of Surplus

Calculation of Profit

72. In ascertaining the profit or loss resulting from the operation of the Credit Union during any year of account, all operating expenses shall be taken into account (including payment of interest) and provision shall be made for depreciation of assets, for tax liabilities and for bad and doubtful debts.

Building Institutional Capital

73. The Credit Union shall, out of its surplus from each year, establish and maintain reserves in accordance with the prudential rules on capital adequacy established by the Relevant Authority.

Distribution of Surplus

74. Following compliance with the capital adequacy requirements established by the Relevant Authority, the Credit Union may allocate any remaining surplus in the following manner:

• a) A voluntary transfer to develop further the institutional capital base of the Credit Union;
• b) Subject to Rule 80, in the payment to Members of dividends on the amount of their paid up Dividend Bearing Shares;
• c) Subject to Rule 79, as a rebate of interest paid by or due from Members who have received a Debt Product from the Credit Union, such rebate being in proportion to the interest paid by such Members during the period of account; and
• d) After clauses (a) to (c) above have been paid out, as a payment for social, cultural or charitable purposes.

Dividend on Shares

75. There is no maximum amount payable as dividend on Dividend Bearing Shares. If a surplus has been achieved, and dividends are payable, the Board of Directors shall recommend the rates of any dividend payments for agreement by the Members at the annual general meeting.

76. If a decision has been made to dissolve the Credit Union then the dividend payable shall not exceed 8% or such other amount as may be prescribed by law.

77. At each annual general meeting Members may be formally asked to delegate such powers as may be permitted by the Relevant Authority. No dividend declared and authorised for payment by the Members at the annual general meeting shall exceed the rate recommended by the Board of Directors.

78. Any dividend shall be declared on all full Shares held during the preceding year of account or interim period. New Members joining the Credit Union shall be entitled to a proportional part of the dividend on any Shares held for less than the full year of account on every full month of membership, a portion of a month being disregarded for the purpose of entitlement to dividend. Dividends shall be paid to those in membership of the Credit Union on the date that the dividend is declared.

Rebate of Interest

79. Provided that a dividend on Shareholdings has been recommended by the Board of Directors in accordance with these Rules, a rebate of interest may be recommended by the Board of Directors for declaration by the Members at the annual general meeting. No rebate of interest declared and authorised for payment by the Members in General Meeting shall exceed the rate recommended by the Board of Directors. Entitlement to rebate of interest is on the same basis as entitlement to dividend.

Payment of Dividends and Interest Rebates

80. Dividends on Dividend Bearing Shares and interest rebates due to any Member may be placed to the credit of their share balance, and shall be so placed in any case where the Member has any liability to the Credit Union as a borrower, guarantor or otherwise in excess of their shareholding in the Credit Union unless the application of such dividend and/or interest rebate would increase their shareholding in the Credit Union to an amount exceeding the maximum shareholding permitted by Rule 47.

Members’ Meetings

Attendance at Members’ Meetings

81. Meetings of the Credit Union shall be either an annual general meeting or a special general meeting. Every Member shall be entitled to attend such general meetings on the production of such evidence as the Board of Directors may from time to time determine.

Annual General Meeting

82. The annual general meeting shall be held within six months of the end of the year of account at such date, time and place as the Board of Directors may determine by resolution.

83. The business of the annual general meeting shall comprise:

• a) The receipt of the accounts and balance sheet and of the reports of the Board of Directors and the auditor (if any);
• b) The appointment of an auditor (subject to Rule 133 and 134);
• c) The election of the Board of Directors or the results of the election if held previously by ballot;
• d) The application of surplus;
• e) The transaction of any other business included in the notice convening the meeting.

Notification of Members’ Meetings

84. At least 14 and not more than 30 days before the date of a general meeting, the Secretary shall send notice in Writing or email of the date, time and place of the meeting to each Member. In addition to the above, the Board may also give notice of the meeting by displaying a notice in a conspicuous place at the offices of the Credit Union to which Members have access, including any electronic means. Notice in Writing shall be sent to the auditor and to the Association.

85. A notice sent in Writing to a Member’s postal Address shall be deemed to have been duly served forty eight hours after its posting. A notice sent in Writing to a Member’s email Address shall be deemed duly served on the date of sending. When notice of a general meeting has been given in accordance with these Rules the accidental omission to give notice to any Member or the non-receipt of the notice by any Member shall not invalidate any resolution passed or any business undertaken at the meeting.

Special General Meetings called by the Credit Union

86. Any general meeting of the Credit Union other than an annual general meeting shall be a special general meeting. The Board of Directors may, for good and sufficient reason, call a special general meeting at any time.

Special General Meeting at Members’ Request

87. Upon an application signed by one tenth of the total number of Members, or 50 Members, whichever is the higher number, delivered to the registered office of the Credit Union, the Board of Directors shall convene a special general meeting of Members. No business other than that specified in the notice of the meeting shall be conducted at the meeting.

88. If within one month from the date of the receipt of the application the Board of Directors has not convened a special general meeting to be held within 6 weeks of the application, any three Members of the Credit Union acting on behalf of the signatories to the application may convene a special general meeting and shall be reimbursed by the Credit Union for any costs properly and reasonably incurred in convening such a meeting.

89. In order to ensure the continuation of the Credit Union, a special general meeting which results in the removal of one or more Board members from their position will require that newly elected persons obtain Approved Person status immediately following their election and before carrying out the function. A newly elected person refused Approved Person status by the Relevant Authority is required to resign their position immediately and shall no longer be permitted to take an active role in the management of the Credit Union.

Business at a Special General Meeting

90. A special general meeting shall not conduct any business other than that specified in the notice convening it. An annual general meeting may be made a special general meeting for any purpose of which due notice has been given, provided that such business is not commenced until the business of the annual general meeting has been concluded.

Voting

91. Each Member of the Credit Union shall hold one vote only irrespective of the size of their Shareholding in the Credit Union or the number of accounts held. The right to vote by a Member shall be held by:

• a) In the case of an individual Member; the individual
• b) In the case of a partnership or an unincorporated association, the Designated Representative or partner
• c) In the case of an incorporated body; the Corporate Representative

92. A Member of the Credit Union may not vote by proxy at a general meeting of the Credit Union. Postal voting may be used, at the discretion of the Board of Directors, as part of the procedure for the nomination and election of the Board of Directors.

93. Elections for the Board of Directors of the Credit Union shall be conducted by secret ballot unless undertaken prior to the annual general meeting by postal vote. Except where otherwise specified in these Rules or law, all questions shall be resolved by a simple majority of votes cast.

94. A Member is able to exercise the right to speak and vote at a general meeting of the Credit Union and is deemed to be in attendance when that person and all those attending the meeting are in a position to communicate with each other. The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting of the Credit Union to exercise their rights to speak or vote at it including by electronic means. In determining attendance at a meeting of the Credit Union, it is immaterial whether any two or more Members attending are in the same place as each other.

Chairperson

95. Every general meeting shall have a chairperson, who shall not be entitled to vote unless the number of votes cast are equal, at which point he or she shall have a casting vote. The president of the Credit Union shall, if present, take the chair at general meetings. If the president is not present, the vice-president shall take the chair and if he or she is not present then the voting members of the Board present shall elect one from their number to do so.

Quorum

96. No business shall be transacted at a general meeting unless a quorum is present. A quorum shall be 10 per cent of the membership, or 15 Members, whichever is the lesser number. If within half an hour from the time appointed for the meeting to commence a quorum is not present then the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case the meeting shall be adjourned until a later date within 30 days of the meeting at which the adjournment took place. The Members present at a meeting so adjourned shall constitute a quorum.

97. No meeting shall become unable to conduct business from the want of a quorum arising after the chair has been taken.

Adjournment

98. The chairperson may adjourn any Members’ meeting for any good and sufficient reason.

99. The provisions relating to the conduct of general meetings of the Credit Union shall apply to adjourned meetings. No business shall be transacted at such a meeting other than the business left unfinished at the meeting at which the adjournment took place.

Nominating and Electing Officers

Nomination for Election

100. Subject to Rules 106 and 107 of these Rules, the Board of Directors will accept nominations for election of Officers of the Credit Union. All nominees for election as an Officer of the Credit Union must be Members of the Credit Union and must be at least 18 years of age and:

• a) in the case of an individual Member; be the individual
• b) In the case of a partnership or an unincorporated association, be the Designated Representative or partner

101. Nominations for the Board of Directors shall be in Writing and shall be signed by a proposer and a seconder who must also be Members of the Credit Union and also by the nominee to indicate their consent, and their willingness to submit to any requirements of the Relevant Authority. Nominations shall be sent so as to ensure they reach the registered office of the Credit Union at least 14 days before the date of the annual general meeting where the election shall take place.

102. If, after all of the nominations have been received, there are outstanding vacancies, the chairperson of the meeting may call for further nominations from the floor. Such nominations, if duly seconded and if the nominee is present and provides their consent, shall be in order.

Nominating Committee

103. The Board of Directors may appoint a nominating committee of not less than 3 Members of the Credit Union. The nominating committee shall ascertain the number of vacancies to be filled and shall endeavour to find at least one suitable candidate to recommend to the annual general meeting for each vacancy. In making their recommendation, the nominating committee shall ascertain that the nominee is ‘fit and proper’ to become an Approved Person. The nominating committee shall adhere to any policy established by the Board of Directors in relation to the suitability of candidates. The nominating committee shall also be responsible for identifying and recommending potential co-options to the Board of Directors to fill any vacancies. The Board may delegate powers to the nominating committee to manage applications for Approved Person status.

Election of Officers

104. All elections shall be conducted following such procedure as may be established by the Board of Directors from time to time.

105. If for any election the number of nominees does not exceed the number of vacancies, those present at the meeting may propose that the nominees be elected by the meeting. If such a proposal is carried by a majority vote of the Members present at the meeting, the chairperson shall declare that the nominees for that election are duly elected.

Prohibition of Certain Persons as Officers

106. A person who knows of any substantive reason why he or she may not be regarded as a fit and proper person by the Relevant Authority, or who is an undischarged bankrupt, or who is disqualified under the Company Directors Disqualification Act 1986, or has been convicted on indictment of any offence involving fraud or dishonesty, shall not:

• a) Act as an Officer of the Credit Union; or
• b) Directly or indirectly take part in or be concerned in the management of the Credit Union; or
• c) Permit their name to be put forward for election or appointment to any office of the Credit Union.

When a person holding any office in the Credit Union becomes ineligible by virtue of this Rule to hold that office, he or she shall immediately cease to hold office.

Terms of Office

107. Following the authorisation of the Credit Union all Officers shall retire at the first annual general meeting. At each subsequent annual general meeting one-third of the Officers, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office. The Officers to retire shall be the Officers who have been longest in office since their last election. As between Officers who have been in office for the same amount of time the Officer to retire shall be decided by lot. A retiring Officer shall be eligible for re-election.

Board of Directors

108. Subject to Rule 154 of these Rules, at no time shall an employee of the Credit Union be a voting member of the Board of Directors.

109. The Credit Union shall have a minimum of 5 Directors and a maximum as determined by the Members at the annual general meeting from time to time.

110. Only Members may be elected as a Director. At no time will the percentage of Corporate Members elected to the Board of Directors exceed 20% of the total number of Directors declared by the Members according to these Rules.

111. The nominating committee shall make a recommendation on election of representatives at the annual general meeting to ensure that the Board consists of representatives of all areas, sections and diverse groups covered by the Credit Union.

Election of Office Holders

112. As soon as possible following the annual general meeting, the Board of Directors shall elect from among its number a president who shall be chairperson, a vice-president who shall be vice-chairperson, a treasurer and a secretary of the Credit Union. A person so elected shall hold office until the election of their successor.

Casual Vacancies

113. A casual vacancy on the Board of Directors shall, as soon as is practicable, be filled by a majority vote of the Directors then holding office. Such a co-opted Director shall hold office for the remainder of the unexpired term of that office. The Credit Union shall adhere to the requirements established by the Relevant Authority in respect of obtaining Approved Person status for a co-opted Director prior to them taking up an active role in the management of the Credit Union.

Timing and Notification of Board Meetings

114. Regular meetings of the Board of Directors shall normally be held at least monthly, or in accordance with other guidance given by the Relevant Authority. The date, time and place of such meetings shall be decided from time to time by the Board. All meetings shall be called in such a manner as the Board shall determine.

115. The president, or in their absence the vice-president, may call a special meeting of the Board of Directors at any time, and shall do so on receipt of a request in Writing signed by at least three Directors. The president, or in their absence the vice-president, shall determine the date, time and place of such a meeting, unless the Board of Directors prescribes otherwise by resolution.

Quorum

116. No business shall be transacted at a meeting of the Board of Directors unless a quorum is present. A majority of the number of the Directors in office at any time shall constitute a quorum. If from the time appointed for the meeting to commence a quorum is not present then the meeting may be adjourned to any date not less than two nor more than 30 days from the day of the meeting at which the adjournment took place. The quorum for such an adjourned meeting shall be three Directors or such greater number as the Board may determine by resolution.

Voting at Board Meetings

117. Any questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. Each Director shall have only one vote on any matter provided that the chairperson of the meeting shall have a casting vote in the event of an equality of votes.

Attendance at Board Meetings

118. A Director is able to exercise the right to speak at a meeting of the Board of Directors and is deemed to be in attendance when that person and all those attending the meeting are in a position to communicate with each other. The Directors may make whatever arrangements they consider appropriate to enable those attending a meeting of the Board of Directors to exercise their rights to speak or vote at it including by electronic means. In determining attendance at a meeting of the Board of Directors, it is immaterial whether any two or more Directors attending are in the same place as each other.

Chairing Board Meetings

119. Subject to any specific provision contained in these Rules, the president or, in their absence the vice-president, shall preside at meetings of the Board of Directors. He or she shall perform such other additional duties as directed by the Board of Directors which are not inconsistent with the provisions of the law or of these Rules.

120. If neither the president nor the vice-president is present or willing to act within 15 minutes after the time appointed for holding the meeting, the voting Directors shall elect one of their number to be chairperson of that meeting.

Failure to Attend Meetings

121. Any Director who, without special leave of absence, fails to attend 3 consecutive meetings shall, if the Board of Directors so resolve, be deemed to have vacated their office, and the vacancy shall be filled as provided for in Rule 113.

Delegation of Powers

122. The authority of the Board of Directors resides within a meeting of the Board which has been properly called. Outside of a Board meeting Director(s) shall only have the specific authority to act in a specified area as may from time to time be delegated within a meeting of the Board of Directors. In addition, the Board of Directors may delegate any of their powers to committees as provided for in these Rules. Committees shall consist of such members of the Board as determined from time to time by the Board and other individuals as the Board think appropriate who shall have clear terms of reference and conform in all respects to these terms, including any requirements regarding reporting to the Board of Directors.

Validity of Actions

123. All acts carried out by any meeting of the Board, or of any committees or by any Director acting in pursuance of any authority duly given shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment or qualification of any Director, be as valid as if every such person had been duly appointed and was qualified.

Responsibilities of Directors

124. Subject to the law and these Rules, the Board of Directors shall manage the general business and control the affairs of the Credit Union and shall be responsible for performing all of the duties ordinarily performed by the Board of Directors. The Board’s responsibilities include but are not limited to ensuring that the Credit Union complies with all statutory and regulatory requirements attached to all regulatory permissions held by the Credit Union; ensuring that the Credit Union operates within the remit of these Rules; establishing appropriate policies, procedures and systems of control; maintaining a working business plan; maintaining valid insurance against fraud and other dishonest practices; employing staff; managing the business of the Credit Union including determining interest rates on Debt Products; establishing policies on dividends, charges and financial products; investing surplus funds in accordance with the law; filling casual vacancies; recommending honoraria; paying expenses; dealing with property required for the Credit Union’s business; borrowing money subject to regulatory limits; determining authorised banks and signatories; removing Officers for failure to perform their duties; keeping proper books of account; submitting accounts for audit; establishing and terminating sub-committees; arranging meetings; administering funds set aside from surplus; taking action required for anti-money laundering compliance; assuring the security and integrity of information technology systems and compliance with data protection law; and performing such other actions consistent with the law, regulation and these Rules as the Members in general meeting may from time to time require.

Vacation of Office

125. Elected and co-opted Officers serving the Credit Union shall immediately cease to hold office or committee position if they cease to be a Member of the Credit Union; their Approved Function status is withdrawn by the Relevant Authority; they are adjudged bankrupt or make an arrangement with their creditors; they are prohibited from acting as an Officer under Rule 106; they become mentally incapable of acting in their position and may remain so for more than three months; a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; they resign their office in Writing to the Secretary or to the president; they are removed by a resolution of a majority of the Members of the Credit Union or of the Board of Directors, provided that such an Officer shall be given at least 14 days’ notice of the meeting and of the intention to remove him or her from office; they, or their spouse or partner, are engaged in a managerial capacity in any business which in the opinion of the Board competes with the business carried on by the Credit Union; or they, or their spouse or partner, are concerned in or participate in the profits of any contract made with the Credit Union in their capacity as shareholder or partner of the legal entity providing such contract.

Payment of expenses and honoraria

126. The Board of Directors may receive a fee for their services as a director agreed at the annual general meeting together with a reimbursement for reasonable out of pocket expenses. This Rule does not prevent a Director being remunerated by a company that provides direct services to the Credit Union, nor Directors being remunerated for direct services to the Credit Union outside of their responsibilities as a director of the Credit Union, in each case in accordance with Rule 128.

127. At the end of the year of account, the treasurer and any assistant treasurer may receive such honoraria as may from time to time be approved, prior to the payment of such remuneration, by a resolution of the Members at the annual general meeting.

Officers and Employees

Conflict of Interest

128. No Officer or employee of the Credit Union shall in their conduct of the Credit Union’s business take part in the discussion of or the determination of any question affecting their pecuniary interest or the pecuniary interest of any person with whom he or she is directly interested. Such person(s) shall withdraw from the meeting and the remaining persons shall constitute a quorum while that matter is being discussed or determined should their withdrawal result in a quorum not being present. The Board, by a majority decision of its number, shall maintain the right to require such an individual to withdraw from the Board during the period the conflict of interest exists. The Board may co-opt another member to fill such vacancy. Provided this Rule 128 is complied with, nothing prevents a Director from being interested in a contract with the Credit Union.

129. An Officer or employee of the Credit Union, or a relative of an Officer or employee of the Credit Union, shall not take part in any discussion, selection or decision relating to that particular position in the Credit Union.

Confidentiality

130. An Officer or employee of the Credit Union shall not disclose to any person any information regarding any transaction of a Member of the Credit Union except in so far as may be necessary for the proper conduct of the business of the Credit Union, and in keeping with the Statements of Principle and Code of Practice for Approved Persons (APER). On appointment, all Officers and employees of the Credit Union shall sign a confidentiality agreement to ensure the confidentiality of all business conducted by the Credit Union.

131. The Credit Union shall comply with the Data Protection Act concerning the protection of data.

Indemnity

132. Any Officer of the Credit Union shall be indemnified by the Credit Union against all costs, losses and expenses which such Officer may incur or become liable for by reason of any contract entered into or any act or thing done by him or her in discharging their duties as authorised by the Board of Directors, and the Board is empowered to pay the amount of any such indemnity out of the funds of the Credit Union.

Accounts, Audit, Annual Returns and Rules

Appointment of Auditor

133. A qualified auditor shall be appointed in each year of account to audit the Credit Union’s accounts and balance sheet. In this Rule ‘qualified auditor’ means a person who is a qualified auditor under section 91 of the Co-operative and Community Benefit Societies Act 2014. The appointment of an auditor shall be ratified by a majority vote of the Members at an annual general meeting.

134. None of the following persons shall be appointed as an auditor of the Credit Union: an Officer or employee of the Credit Union; or a partner of, or in the employment of, or who employs, an Officer or employee of the Credit Union.

Availability of Accounts

135. The Credit Union shall keep a copy of the latest balance sheet, together with the report of the auditor, displayed in a conspicuous place at the registered office. The Credit Union shall supply free of charge, to every Member or person interested in the funds of the Credit Union who applies for it, a copy of the latest audited accounts of the Credit Union.

Filing of Accounts with the Relevant Authority

136. The Credit Union shall, within the time period allowed by the Relevant Authority, send to the Relevant Authority an annual return relating to its affairs during the year of account covered by the return. The annual return shall be accompanied by a copy of the auditor’s report.

Auditor’s Entitlement to Attend Meetings

137. The auditor shall be entitled to attend any general meeting of the Credit Union, to receive all notices of the communications relating to any general meeting which any Member of the Credit Union is entitled to receive, and to be heard at any meeting which he or she attends on any part of the business of the meeting which concerns him or her as auditor.

Maintenance of Members’ Accounts

Inspection of Accounts

138. Any Member or person having an interest in the funds of the Credit Union may inspect their own account and the books containing the names of Members, including the particulars required to be kept in the register of Members, at all reasonable hours at the registered office of the Credit Union, subject to such Regulations as to the time and manner of such inspection with regard to Rule 19.

139. The books and accounts of the Credit Union shall at all times be available for inspection by the auditor, the Board of Directors, or other persons duly authorised on their behalf.

Record of Account

140. A statement of account shall be issued to each Member in Writing, at least annually, or upon their request.

Conducting Transactions

141. Any person may pay money into a Member’s account on account of Shares or a reduction of Debt Product capital or interest outstanding. Only the Member themselves may enter into a Debt Product agreement or make a withdrawal from their share account. As well as formal notices of power of attorney, the Credit Union shall have the discretion to accept an authenticated request in Writing from an incapacitated Member permitting a named person to conduct transactions on the Member’s behalf. The Credit Union shall take all reasonable steps to assure itself of the validity of each request made in Writing and shall be indemnified by the Member in the event of a subsequent dispute.

Nominations

142. A Member may in accordance with the law nominate any person(s) to whom any of their property in the Credit Union at the time of their death shall be transferred (subject to the provisions of the law as to amount and the persons to whom a valid nomination may be made).

143. On receiving satisfactory proof of death of a Member who has made a nomination the Board shall, if and to the extent that the nomination is valid under the law, either transfer or pay in accordance with the law the full value of the property comprised in the nomination to the person entitled.

Claims on Accounts of Deceased, Bankrupt or Insolvent Member

144. Upon a claim being made by the personal representative of a deceased Member, or the trustee in bankruptcy of a bankrupt Member or the liquidator or administrator in the winding up of a Corporate Member to any property in the Credit Union belonging to the deceased, bankrupt or Corporate Member the Directors shall pay such property to the person entitled.

Incapacity

145. Subject to the provisions in the last sentence of this Rule, where in the case of a Member or person claiming through such a Member, the Directors of the Credit Union are satisfied after considering appropriate medical evidence that such a Member is incapable of managing their own affairs, they may pay the amount standing to the credit of such Member or person to any person who they judge proper to receive it on their behalf. This Rule shall not apply where such a Member or person is a patient under the Mental Health Act 1983 and any subsequent amendments made under the Mental Health Act 2007 or under the Mental Health (Care and Treatment) (Scotland) Act 2003.

Seal

146. If the Credit Union has a seal, it shall only be used by the authority of the Board of Directors acting on behalf of the Credit Union. Every instrument to which the seal shall be attached shall be signed by a Director and countersigned by a second Director or the Secretary.

Amendments to Rules

147. The Rules of the Credit Union may not be amended except by a resolution passed by not less than two thirds of the Members present and eligible to vote at a general meeting of the Credit Union. Notice of the proposed alteration must be given in Writing alongside the notice of the meeting.

148. Any Member may propose an amendment to the Rules by serving notice of the proposed amendment to the Board of Directors who must incorporate the proposed amendment in the agenda of the next general meeting of the Credit Union.

149. No amendment of Rules shall be valid until registered with the Relevant Authority. When submitting Rule amendments for registration the secretary may at their sole discretion accept any alterations required or suggested by the Relevant Authority without reference back to a further general meeting of the Credit Union.

Complaints and Disputes

Internal Complaints Procedure

150. A formal written complaints procedure shall be maintained by the Credit Union and made available to all Members and junior savers. The Credit Union shall aim to resolve a complaint and send a final response within eight weeks of the receipt of a complaint (or such other time period as may be prescribed by the Relevant Authority).

151. If a complainant remains dissatisfied at the completion of the Credit Union’s internal complaints procedure, and from the date of receipt of the Credit Union’s final response, the complainant shall have six months (or such other time period as may be prescribed by the Relevant Authority) within which to refer their complaint to the Financial Ombudsman Service.

152. Complainants who remain dissatisfied following a formal decision by the Ombudsman may jointly agree with the Credit Union to refer their complaint or dispute to the County Court, or in Scotland the Sheriff’s Court, who shall in accordance with section 137 of the Co-operative and Community Benefit Societies Act 2014, hear and determine such dispute. The County Court or Sheriff’s Court shall have the power to order the expenses of determining the dispute to be paid either out of the funds of the Credit Union or by such party to the dispute as it shall think fit, and such determination and order shall be binding and conclusive on all parties without appeal and shall not be removable into any court of law or restrainable by injunction.

Dissolution

153. The Credit Union may be dissolved:

• a) On its being wound up in pursuance of an order or resolution made as is directed in regard to companies by the Insolvency Act 1986;
• b) In accordance with section 119 of the Co-operative and Community Benefit Societies Act 2014, by an instrument of dissolution to which not less than three fourths of the Members of the Credit Union have given their consent testified by their signatures; or which has been approved by a special resolution of the Credit Union and confirmed by the Relevant Authority.

Distribution of Funds on Dissolution

154. If on the dissolution of the Credit Union there remains after the payment of debts, repayment of Non-Deferred Share capital, discharge of all other liabilities and repayment of Deferred Shares any surplus assets whatsoever, such assets shall not be paid or distributed among the Members of the Credit Union but shall be transferred to another credit union; or if not so transferred, applied for charitable purposes as may be determined by the Members of the Credit Union in general meeting.

Membership of the Association

155. The Board of Directors may choose to be a member of a trade association. In such a case, the Credit Union shall, subject to law and these Rules, abide by the rules and by-laws of the Association as laid down from time to time for its Members.

156. A duly authorised representative of the Association shall have the right to be represented, to speak and to be heard at any general meeting of the Credit Union.

Interpretations

157. In these Rules, the following terms shall, unless the context requires otherwise, have the meanings attached to them:

Address means a postal address or, in the case of Corporate Members the registered address; or, in the case of an unincorporated partnership or association an address agreed by resolution of the partnership or governing body; or for the purposes of electronic communication, email address or telephone number for receiving text messages.

Amendment in relation to the Rules of the Credit Union includes the addition of any new Rule or the deletion of any existing Rule.

Approved Person means an individual authorised by the Relevant Authority to perform a controlled function within the Credit Union.

Association means any trade association of which the Credit Union is a member as determined by the Board from time to time.

Board and Board of Directors means the committee of management of the Credit Union.

conditional sale agreement means an agreement for the sale of goods under which the purchase price or part of it is payable in instalments; and the property in the goods is to remain with the seller (notwithstanding that the buyer is to be in possession of the goods) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled.

Co-operative and Community Benefit Societies Act 2014 means this Act or any successor legislation.

Credit Union means the registered society.

Corporate Member unless the context requires otherwise has the meaning attached to it in section 5A(6) of CUA 1979.

Corporate Representative means an individual authorised by resolution of the governing body of an incorporated body to represent it.

CUA 1979 means the Credit Unions Act 1979 or any successor Act and/or Order.

Data Protection Act means the Data Protection Act 2018 or any successor legislation.

Debt Product has the meaning given to it in Rule 57.

Deferred Shares has the meaning attached to it by section 31A of CUA 1979.

Deposit has the meaning attached to it by the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (or any successor Act and/or Order).

Designated Representative means a partner authorised by resolution of the partners of a partnership (that is not a body corporate) or a member of a governing body of an unincorporated association authorised by resolution of that body to represent it.

Director means a member of the Board of Directors of the Credit Union.

Dividend Bearing Non-Deferred Shares means a share issued on terms which entitle the shareholder to dividend but no interest.

Financial Services Compensation Scheme means this Scheme and any successor scheme.

FSMA means the Financial Services and Markets Act 2000 or any successor legislation.

hire purchase agreement means an agreement which is not a conditional sale agreement, under which goods are bailed or (in Scotland) hired to a person (“P”) in return for periodical payments by P, and the property in the goods will pass to P if the terms of the agreement are complied with and one or more of the following occurs: the exercise by P of an option to purchase the goods; the doing by any party to the agreement of any other act specified in the agreement; or the happening of any event specified in the agreement.

Interest Bearing Non-Deferred Shares means a share issued on terms which entitle the shareholder to interest but no dividend.

Issue Document shall be the document produced in accordance with any issue of Deferred Shares of the Credit Union.

Legislative Reform (Industrial and Provident Societies and Credit Unions) Order 2011 means this Order and any successor legislation.

Member has the meaning attached to it under these Rules, and unless the context requires otherwise includes individuals, corporate bodies and Designated Representatives of unincorporated associations or partnerships.

Money Laundering Regulations means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations and amendments.

Non-Deferred Share(s) means a share issued as per Rules 35 to 41.

Officer includes any president, vice-president, treasurer, assistant treasurer, secretary, other elected Director, member of any committee or servant of the Credit Union, other than an employee appointed by the Board of Directors, but it does not include an auditor appointed by the Credit Union in accordance with the provisions of the Rules.

Non-Qualifying Member means those Members outlined in Rule 11 of these Rules.

Ombudsman means the Financial Ombudsman Service or any successor body.

Regulations means regulations made by the Treasury in a statutory instrument and rules made by the Relevant Authority.

Relative has the same meaning as in Section 31 of the CUA 1979.

Relevant Authority means the Financial Conduct Authority, the Prudential Regulation Authority or any successor bodies.

Rules means the Credit Union’s registered Rules unless the context indicates otherwise.

Share and shares shall include both Non-Deferred Shares and Deferred Shares.

Treasury means HM Treasury or any successor body.

Writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Words implying the singular or plural include the plural or singular respectively.