FHC Rules Booklet

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RULES of

Fifth Edition May 19, 2022

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PRELIMINARIES SS CONTENTS 1 ARTICLE I: NAME, REGISTERED OFFICE, AND OBJECTS 7 ARTICLE II: QUALIFICATIONS FOR MEMBERSHIP (BOND) 8 ARTICLE III: APPLICATION FOR MEMBERSHIP 9 ARTICLE IV: MEMBERS’ ENTITLEMENT AND OBLIGATIONS 13 ARTICLE V: REGISTER OF MEMBERS 15 ARTICLE VI: CAPITAL AND LIABILITY 16 ARTICLE VII: DEPOSITS 20 ARTICLE VIII: LOANS 21 ARTICLE IX: BOARD OF DIRECTORS 24 ARTICLE X: EXECUTIVE OFFICES, EXECUTIVE COMMITTEE, TREASURER AND THEIR DUTIES 31 ARTICLE XI: CREDIT COMMITTEE 35 ARTICLE XII: SUPERVISORY COMMITTEE 38 ARTICLE XIII: MEETINGS OF MEMBERS 41 ARTICLE XIV: ELECTIONS 52 ARTICLE XV: RESERVE FUND 52 ARTICLE XVI: DISPOSAL OF SURPLUS AND DIVIDENDS 53 ARTICLE XVII: BANKING ACCOUNT – DISBURSEMENT OF INVESTMENT FUNDS 54 ARTICLE XVIII: POWER TO BORROW 56 ARTICLE XIX: FINANCIAL YEAR 56 ARTICLE XX: SEAL 56 ARTICLE XXI: POWER OF NOMINATION 57 ARTICLE XXII: UNSOUND OR LUNATIC MEMBERS 58 ARTICLE XXIII: DISPUTES 59 ARTICLE XXIV: AMENDMENTS TO THE RULES 60 ARTICLE XXV: SPECIAL BYE-LAWS 60 ARTICLE XXVI: VOLUNTARY DISSOLUTION 61

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PRELIMINARIES

These are the Rules of First Heritage Co-operative Credit Union Limited (FHCCUL), which are in essence the organization’s constitution. These Rules, which are in harmony with the Co-operative Societies Act, guide the operational policies and procedures of the Credit Union.

Interpretation

Inthese Rules:

(i) “Board of Directors” or “Board” shall mean the governing body of the Credit Union, to whom the general direction and control of its affairs are entrusted by the membership and which shall be constituted in accordance with the provisions ofthe Rules.

(ii) “The Society” or “the Credit Union” means First Heritage Co-operative CreditUnion Limited.

(iii) “Co-operative Society” shall have the meaning as given undertheprovisions ofthe Act.

(iv) “The Act” shall meanthe Co-operativeSocieties Act.

(v) “The Regulations”,unless otherwisestated, shall meanthe Co-operative Societies Regulations.

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(vi) “Registrar” means the Registrar of Co-operative Societies andFriendly Societies.

(vii) “Supervisor” meansthedulyauthorized Supervisor ofCredit Unions.

(viii) “Director” shall mean any member elected to the Board of Directors in accordance with these Rules.

(ix) “Officer” or “Officer of the Credit Union” shall mean any of the members of the Board of Directors, the Supervisory or Credit Committees or other person empowered under the Regulations or Rules to give directions in regard to the business ofa registered society inaccordance withSection 2 ofthe Act.

(x) “Executive of the Board” isanyperson elected bythe Board ofDirectorstoanyofthepositionsnamedinArticle XRule34.

(xi) “Management” or “Executive Management” shall mean the ChiefExecutive Officer(CEO), orsuch otheremployee ofthe Credit Uniontowhomthe management andoperations ofthe Credit Union may be entrusted by the Board of Directors

(xii) “Loan Officer” shall mean the Officer so designated by the Board to approve loans within thelimits specified

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(xiii) “Permanent Capital” comprises the total of the following:

a. Permanent Shares

b. Statutory Reserve Fund

c. Deferred Shares

d. Institutional Capital

e. Other eligible reserves as determined by the relevant supervisory authority as determined by law, less any amount by which that total has been impairedby operating andotherlosses.

(xiv) “Ordinary Shares” or “Voluntary Shares” shall mean shares issued at no par value, are not a part of the Society’s risk capital and are administered in accordance with these Rules.

(xv) “Deferred Shares” shall mean Shares issued at aunit value and paid up in cash, and shall be held by a member for a period of not less than five (5) years. Such Shares shall be paid in cash and issued with such rights and restrictions as outlined in these Rules. Deferred Shares shall bear interest at a rate to be determined by the Board ofDirectors from timeto-time.

(xvi) “Permanent Shares” shallmean Shares issued ataunitvalue ofOne Dollar($1) per share, paidup incash andinvested as risk capital andshall form partofthe permanent capital ofthe Credit Union. Such Shares are issued with such rights and

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restrictionsasoutlinedintheseRules. Dividendmaybepaid thereon.

(xvii) “Families/Relatives” shall take itslexical meaning, and in the case of these Rules shall include children, step children, adopted children, parents, spouses, brothers, sisters, aunts, uncles, nieces, nephews, grandparents, and grandchildren of amember.

(xviii) “The League” shall mean the Jamaica Co-operative Credit Union League

(xix) “Share Transfer Fund” shall mean the Fund created and maintained by the Credit Union to facilitate the purchase of Permanent Shares from members who wish to terminate their membership, or facilitate the transfer of shares between members.

(xx) “Gender Bias” shall mean the practice of proposing candidates ofonegenderovercandidates oftheothergender.

(xxi) Where the context of these Rules so permit, words denoting the singular shall include the plural and the masculine gender shall be deemed to include the feminine gender and vice versa.

(xxii) “Ballot” includes a ballot marked through or by electronic means.

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(xxiii) “Computer” has the meaning assignedtoit by section2of theCybercrimes Act.

(xxiv) “Computer Service” has the meaning assigned to it by section2oftheCybercrimes Act.

(xxv) “Disaster” has the meaning assigned to it by section 2 of theDisasterRisk Management Act.

(xxvi) “Electronic” has the meaning assigned by section 2 of the Electronic Transactions Act.

(xxvii) “Electronic Communication System” has the meaning assignedtoit by section2oftheElectronic Transactions Act.

(xxviii) “Hybrid-Meeting” means a meeting held simultaneously as a virtual meeting, as well as at a physical venue in which attendees, whether virtually or present in-person, simultaneously attend and participate in the proceedings of themeetingin real-time.

(xxix) “In-Person Meeting” means a meeting in which all attendees-

(a) are physically present together in one location; and

(b) Participate in the business of the meeting and interact witheach other, face to face.

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(xxx) “Show of Hands” includes a show of hands through or by electronic means.

(xxxi) “ Virtual-Only” means a meeting in which the attendees participate from numerous physicallocations, whether inside or outside of Jamaica, through the facility of the internetor intranet by use of integrated audio and video, chatand messaging tools, and application-sharing software by electronic means.

(xxxii) “Starter Member” means a member with limited access as defined below and who may not have the financial capabilities to access the standard membership contemplated by these Rules:

(i) Students from age 18-24 years; and

(ii) Unemployed and/or low income earnerswithout the financial means to afford the sum of $3,450.00; being the membership fees required by these Rules.

(xxxiii) “Starter Membership rights” means entitlements as a member with the following restrictions:

(i) Eligibility for studentloans and internally secured loans only;

(ii) Access to deposit and insurance products up to an established threshold;

(iii) Exposure to training and coaching in volunteer service within the Credit Union with fullaccess to Volunteer service upon conversion to full membership; and

(iv) Eligibility for voting at the AnnualGeneral Meeting is available upon conversion to full membership.

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ARTICLE I: NAME, REGISTERED OFFICE, AND OBJECTS

1. The name of the Credit Union shall be First Heritage Cooperative Credit Union Limited (FHCCUL).

2. The Registered Office of the Credit Union shall be 8-10 Eureka Road, Kingston 5 or such other place in Jamaica as may be determined from time to time by the Board of Directors and notified tothe Registrar

3. The objects for which the Credit Union is established are:-

a) To promotethrift among its members by affordingthem an opportunity toaccumulate theirsavings.

b) To receive the savings of its members, either as payments onshares, or as deposits.

c) To make loans to members in the way and manner hereinafter provided.

d) To provide the opportunity for members to use and control theirmoney fortheir mutual benefit.

e) To invest in any security in which the Credit Union is for the timebeingby lawauthorized toinvest.

f) To invest in a Subsidiary that is wholly owned by the Credit Union.

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g) To borrow money as provided by the Rules of the Credit Union, subject to the provisions of the Act and Regulations.

h) To draw, make, accept, endorse, discount, execute and issue Promissory Notes, Bills of Exchange, Bills of Sales, Warrants and other negotiable or transferable instruments.

i) To do all other acts and things that are incidental or conducive to or consequential upon the attainment of the abovementioned objects.

ARTICLE II: QUALIFICATIONS FOR MEMBERSHIP (BOND)

4. Membership in the Credit Union shall be open to:-

a) All members of any religious bodies and affiliations in Jamaica and their families/relatives.

b) All Public Sector Employees, past and present, regardless of their terms of tenure, employed to Ministries/Departments/Agencies/Statutory Bodies/Public Corporations and their families/relatives.

c) All Professionals, their families/relatives and their employees and their families/relatives.

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d) All members of Professional Associations affiliated to the Public Sector, their families/relatives and the employees of these Professional Associations and their families/relatives.

e) All Public Sector Consultants and their families/relatives.

f) All Public Sector Contractors and their families/relatives.

g) Allmembers andpersons eligibletobe members ofthe Credit Union that have merged with this Credit Union, provided that any person that is being admitted to membership has attained the age of sixteen (16) years.

h) AllEmployees, past and present, of the CreditUnion and their families/relatives.

i) Allpersons ofgood character ofthe age permitted bythe Co-operativeSocieties Act.

j) All Registered Co-operative Societies and members of these Societies.

ARTICLE III: APPLICATION FOR MEMBERSHIP

5 Applications for membership must be made in writing on a form approved by the Board, and must be signed by the applicant. The application form shall provide for:

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a)

i) The member’s Name,Address,Dateofbirth,Valid Identification, E-mail Address, Taxpayer Registration Number (TRN).

ii) Agreement to conform to the rules of the Credit Union, the member’s account number, date of approval of membership, the signature of an Officer of the Credit Union.

iii) Agreement to subscribe for Permanent Shares with a nominal value of Two Thousand Five Hundred Dollars (J$2,500.00) subject to the approval of the membership. Ordinary Shares with a nominal value of Two Hundred and Fifty Dollars (J$250) or such amount that is to be determined from time-to-time; subject to the approval of the Board of Directors. Payment of a non-refundable Entrance Fee of Seven Hundred Dollars (J$700.00), or as may be determined from time to time by the Board of Directors.

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EXCEPT that a person may qualify as a starter member with starter membership rights within the Credit Union upon the payment ofpermanent shares with a nominal value of Five Hundred Dollars($500.00), ordinary shares with a nominal value of Two Hundred and Fifty Dollars($250.00),payment of a non-refundable Entrance Fee of Two Hundred and Fifty Dollars ($250.00) or such amount thatis to be determined from time to time subject to the approvalof the Board of Directors and an agreementto convert to full membership with access to fullrights on the basis that:

a. He has attained the permanent share balance of Two Thousand Five Hundred Dollars ($2,500.00);

b. If the starter member is a low income earning member,he must convert within three (3) years of commencing starter membership, with a paid up permanent share balance of Two Thousand Five Hundred Dollars ($2,500.00); and

c. In the case of students, he must convert at the age of25 with a paid up permanent share balance of Two Thousand Five Hundred Dollars ($2,500.00).

b) An applicant shall not be registered as a member unless:-

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i) Itshall have been determined that he is eligible for membership under Article II, Rule 4, of these Rules.

ii) His application for membership shall have been approved by Management as defined by the relevant policy and ratified by the affirmative vote of a majority of the Directors or a majority of the members of a duly appointed and authorized meetingat whichthe application is actedupon.

iii) He has provided valid national identification, with photograph in accordance with an approved policy.

iv) Heshall have qualifiedas amemberby payingan Entrance Fee of Seven Hundred Dollars (J$700.00), ordinary shares with a value of Two Hundred and Fifty Dollars ($250.00) and subscribing for Permanent Shares with a nominal value of Two Thousand Five Hundred Dollars (J$2,500.00) or shall have qualified as a starter member by paying for permanent shares with a nominal value of Five Hundred Dollars ($500.00), ordinary shares with a nominal value of Two Hundred and Fifty Dollars ($250.00), payment of a non-refundable entrance fee of Two Hundred and Fifty Dollars ($250.00) or such amount that is to be determined from time to time subject to the approval of the Board of Directors.

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ARTICLE IV: MEMBERS’ ENTITLEMENT AND OBLIGATIONS

6 a) An account number shall be assigned to each member starter member or starter member as a means of identifying his account

b)

with the Credit Union. A member or starter member may resign his membership by:

i. Withdrawing his Ordinary Shares, and

ii. Disposing of his Permanent Shares by selling to another member,inkeeping with Rule14.

c) No member or starter member may resign while a borrower, an endorser or a guarantor of any loan due to the Credit Union.

d) A person shall not be eligible for any membership if he is deemed to be involved in any illegal activity, or other activities considered inimical to public order.

7 A member may be expelled by a two thirds vote of the members present at an Annual General Meeting or a Special General Meeting called for the purpose, but only after the followingproceduresareadheredto:

a) He shall be given an opportunity to be heard.

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b) He shall be properly notified of the charge by the Board ofDirectorsin writing notlessthan seven (7)daysbefore such ameeting.

c) On expulsion, a member shall be entitled to repayment of the amount held by him as shown by the Credit Union’s books, subject to the provisions of Article VI, Rule 15 and Article VII, Rule 17. Such expulsion shall, however, be without prejudice toSection 30oftheAct.

d) A member is liable for expulsion by a vote of two-thirds of themembers ina duly constituted meeting ifhe:

i) acts in any way detrimental to the interest of the Credit Union

ii) makes any misrepresentation or falsification that adversely affects the Credit Union

iii) is convicted by aCourtof any criminal offence

iv) acts in contravention of these Rules or the Regulations.

8 Withdrawn/expelled members shall have no further rights in the Credit Union but are not by such withdrawal or expulsion released from any liability to the Credit Union existing at the dateof such withdrawalorexpulsion.

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9 A person ceases to be a member or starter member:-

a) on death.

b) onceasingtoholdatleasttherequirednominalvalueof Two Thousand Five Hundred Dollars ($2,500.00) in Permanent Shares or Five Hundred Dollars ($500.00) in Permanent Shares for starter members; provided that the Credit Union shall issue at least three (3) months’noticebeforeterminationofmembership.

c) on his beingfoundto beof unsoundmind.

d) on expulsion from the Credit Union.

ARTICLE V: REGISTER OF MEMBERS

10 The Credit Union shall keep a Register to be called the “Register of Members,” wherein shall be entered:

a) thename,addressandoccupationofeachmemberand his book or account number

b) the dateonwhich each member’s name was enteredin the Register

c) the date on which anymember ceased tobe amember.

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ARTICLE VI: CAPITAL AND LIABILITY

11 TheCapitaloftheCreditUnionshallbeunlimitedandshallbe divided into two classes of shares and other reserves:

a) Permanent Shares

b) Deferred Shares

c) Institutional Capital

d) Eligible Reserves as determined by the Registrar of Credit Unions or any relevant authority as determined by the relevant section of the Act; less any amount by whichthetotalhasbeen impaired by operating andother losses.

12

The maximum amount of Permanent Shares which may be held by any one member shall not exceed twenty percent (20%)ofcapital, as defined inArticle VI,Rule 11.

13 The shares of the Credit Union shall be divided into two classes of Shares designated as Permanent Shares, and Deferred Shares.

The liability of each member, in case of liquidation, shall be limited tothenominal value of thePermanent Shares held by him.

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14 Rights & Restrictions:

a) Permanent Shares

i) Permanent Shares form part of the Capital of the Credit Union.

ii) Permanent Shares in the Credit Union may be transferred to any member or anyone eligible for membership with the consent of the Board of Directors and upon payment of a fee to be determined by the Directors from time to time for each transfer; provided that no transfer of Permanent Shares shall be effected ifthe member requesting such transfer is liable to the Credit Union as a Borrower or Co-maker. Such transfer shall carry dividend qualifications with it. All applications for transfer of Permanent Shares shall bemadeintheformprescribedbytheRegistrarof Co-operativeSocieties.

iii) Subject to the amount recorded in the Share Transfer Fund, the Board of Directors may accept Permanent Shares from a member for transfer to theCreditUniononwritteninstrument insuchform

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as theRegistrarmay prescribe and uponpayment of a fee. For this purpose, the Board of Directors shall create a Share Transfer Fund and maintain a file of applications for such transfers, and such applications shall be dealt with in order of receipt provided that the Board of Directors shall have discretion to give priority to an application from a member where hardship ordistress is shown to the satisfaction of the Board of Directors.

iv) Permanent Shares may beredeemable subject to the sale, transfer, or repurchase of such shares. Request for transfer may be made on any day the CreditUnionisopenforbusiness,buttheBoardof Directors shall reserve the right at any time to require a member to give notice not exceeding six (6) months. Provided that no transfer can be implemented if the member requesting such transfer is liable to the Credit Union as a borrower or co-maker. The Board may make Special ByeLaws relatingto theredemption of Permanentand Deferred shares.

v) Permanent Shares are not guaranteed by funds administered by the Stabilization Fund operated by the Jamaica Co-operative Credit Union League Limited.

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vi) Dividends may be declared on Permanent Shares subject to the profitability ofthe Credit Union onthe recommendation of the Board of Directors to the membership at theAnnual General Meeting.

vii) No member should hold Permanent Shares at a value in excess of 20% of the share capital of the Credit Union.

b) Deferred Shares

i) Deferred Shares form part of the Capital of the Credit Union.

ii) Interest shall be paid on Deferred Shares at a rate and on conditions that shall be fixed from time to time by the Board of Directors.

c) Ordinary Shares

i) Money paidintoOrdinary Shares, andothertypes of savings account, may be withdrawn in whole or in part on any day the Credit Union is open for business, but the Board of Directors shall reserve the right at any time to require a member to give notice notexceeding three (3)months.

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ii) Ordinary Shares shallbetreatedasliabilitiesofthe Credit Union.

iii) Interest shall be payable on Ordinary Shares at rates to be determined by the Board of Directors fromtimeto time.

15 The Board of Directors may establish conditions under which savings programmes maybeestablished bytheCreditUnion.

16 TheCreditUnionshallhavealienonallOrdinarySharesand Deposits of a member for, and to the extent of any sum due to the Credit Union from the said member or any loan endorsed by him.

ARTICLE VII: DEPOSITS

17 The Board of Directors may establish rules and conditions under which a member may deposit money in the Credit Union.

a) Deposits maybe withdrawn bycheque orin cash onany day that the Credit Union is open for business, but the Board of Directors may at any time require the member to give up to ninety (90) days’ notice of his intention to withdrawthewholeorany part of his deposits.

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b) Deposits may be received in the name of a minor or in trust for a minor who is a child, grandchild or ward of a member, in such way or manner as the Board of Directors may determine.

c) Deposits received in the name of a minor shall be held for the exclusive right and benefit of the minor and free from the control or lien of all other persons and shall be paid together with interest thereon to the person in whose name the account shall have been issued or the guardian of that person.

d) Interest shall accrue and be paid on deposits from the date of deposit with the Credit Union at an interest rate to be determined by the Board of Directors from time to time.

e) Deposits shall be received from members, other Credit Unions,other Co-operativeand Friendly Societies.

f) No member shall hold more than twenty percent (20%) of the total deposits of the Credit Union.

ARTICLE VIII: LOANS

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Loansshallbemadeonlytomembers, othercreditunionsand otherco-operativesocieties.

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19 All applications for loans shall be in the prescribed format determined by the CreditUnion and shall setforth the purpose for which the loan is desired, the security, if any, and such otherinformation as stipulated by the CreditPolicy.

20 Allapplications forloans and thereports thereon bythe Credit Committees and any Loan Officer shall be filed for a period notless thanthe requirements forlimitation of statute.

21 All loans granted shall be secured by a Promissory Note from the borrower and by such other security, if any, as the Credit Policy may require.

22 Rates ofinterest shall be determined fromtime totimeby the Board ofDirectors toprovide members withthe best possible rates.

23 Members of the Board of Directors, Members of the Credit or Supervisory Committees, or Members of Staff may borrow from the Credit Union a total amount in excess of his shareholdings and/or deposits and accumulated earnings on a basis and standard outlined in the Credit Policy, and approved by at least 2/3rds vote of the Board of Directors.

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a) Information on all such loan applications shall be presented to the Board at its next meeting. Such information shall at least include:-

i) the total amount of their shareholdings and accumulated earnings

ii) the amounts, rates of interest and terms of all previous loans, anddates

iii) the amount of the borrowing

iv) the rate of interest and term of the borrowing

v) thepurpose; and

vi) any waiver, exemption or special allowance.

b) The Supervisory Committee shall review each approval not later than thirty (30) days after being approved, and provide a report thereon to the Board.

c) The borrowing member shall not be allowed to take part in the approval or review process.

24 The CreditCommitteeshall make adecision ontheoutcome of a loan application subject to the amount of each loan and

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any other condition subject to the Credit Policy as laid down by the Board of Directors from time to time, The Credit Committee, however shall have the right to refer any loan to theBoard ofDirectorsforafinal decision.

25 A borrowermay repay his loanpriortomaturity inwholeorin parton any day whenthe Credit Unionis open forbusiness.

ARTICLE IX: BOARD OF DIRECTORS

26 The business of the Credit Union shall be conducted by the Board of Directors, which shall be elected at the Annual General Meeting of the Credit Union and shall consist of no fewer than nine (9)normore than fifteen(15) members, all of whom shall be members of the Credit Union, provided that the number of members comprising the Board of Directors shall at all times be an uneven number with no gender bias. Each member shall hold Office until his successor is elected, unless he demits office earlier or has been expelled, and shall be eligible for re-election. No member of the Board of Directors shall serve for more than three (3) consecutive terms. However, such member will be eligible to serve once he sits out a period of one (1) year or until the next Annual General Meeting. No member of the paid staff shall be eligible for election to the Board of Directors.

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a) Election to the Board of Directors shall be held in such manner that the term of office of not more than a bare majority of the members shall expire at the same Annual General Meeting.

b) AbaremajorityoftheBoardofDirectorsshallconstitute a quorum.

27 At the first Annual General Meeting, a bare majority of the members constituting the Board of Directors shall be elected for a term of two (2) years and the others for a term of one (1) year. Whenever the number of members of the Board of Directors is increased, one-half of such additional members shall be elected for two years and one half for one year. Thereafter the term of office for members shall be two years.

a) For the purpose of these Rules, the first meeting of members after Registration of the Credit Union shall be called theFirst Annual General Meeting.

28 Any DirectoroftheCredit Union may beremoved atany time by resolution of the majority of the members present at any General Meeting called for that purpose; provided that such Director shallbe informed in writing ofthe charges against him at least fourteen (14) days before such Meeting and at such Meeting shall have reasonable opportunity to answer such charges.

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a) Any Director who, without due excuse approved by the Board, fails to attend three (3) consecutive Meetings of the Board,shall bedeemed to havevacated his office.

b) Any vacancy on the Board of Directors shall be filled within thirty (30) days by vote of a majority of the remaining Directors, but the member so elected shall hold office only until the next Annual General Meeting, at which meeting a member shall be elected to complete the unexpired term, provided the term does not expire at thetimeofsuch meeting.

c) Any member of the Board, who knowingly has one or moreloansdelinquent for aperiod inexcess ofthirty(30) days without due excuse accepted by the Board of Directors shall be deemed to have vacated his seat on the Board.

29 TheBoard ofDirectors shall meetas often as thebusinessof the Credit Union may require, and in any case not less frequently than once every two months. Meetings ofthe Board shall be summoned bythe Secretary in writing. The Secretary shall also call a Meeting ofthe Board upon the written request ofthe Chairman or,in hisabsence, the ranking Vice-Chairman or any three (3) Directors.

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a) The Secretary shall cause the Minutes of Meetings of the Board of Directors to be recorded and shall be signed by theChairman orother presiding member, and by the Secretary and shall contain the following particulars:-

i) the names of the Directors present and the date oftheMeeting

ii) the name of the Chairman or other presiding directors

iii) a short statement of all matters discussed and decisions made, and a record as to whether each decision was made unanimously or by majority.

b)i) Any meeting of the Board of Directors or any committee designated by the Board may be held by telephone conference call or other communications equipment, including video conferencing technology. Each person entitled to participate in the meetings must consent to the meetings being held by that system. The system so employed must provide access to the meeting in a manner by which each person attending can be properly identified and be heard. The system must facilitate the recording of any voteorother actiontakenatthe meeting.

ii) For the purpose of determining the quorum and for all other voting purposes, attendance at such meetings shall constitute presence in personat the meeting. Forthe

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purpose of this rule, the laws of Jamaica shall apply to any meeting of the Board or sub-committees and the meeting be deemedtotakeplaceinJamaica.

c) Every memberoftheBoard of Directors, before takingpart in any business brought before the Board in which the Director has a personal interest, shall be required to disclose any personal interest in or arising out of that business, and after considering such disclosure it shall be for the Board of Directors to decide whether such Board member shall take part in the discussion and vote upon the item of business in which the Director has disclosed an interest.

30 The Board of Directors shall have the general direction and control ofthe affairs of the Credit Union and more particularly, shall act for the Credit Union and be responsible to it for the performance ofthefollowing duties:

a) To act upon all applications formembership and on the exclusion or expulsion of members.

b) Todetermine,fromtime-to-time,withintheprovisionsof the Act andtheRegulationstheinterest rateon loans.

c) To determinethemaximum amountthat may beloaned with and without security to any member, the maximum maturity and terms of payment or amortization of loans to members.

d) To fix from time to time, subject to the approval of the

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Registrar, the amount of surety bond which shall be required of all officers and employees handling money and shall authorize the payment of the premium or premiums thereof by the Credit Union.

e) To determine the interest rate which will be paid on deposit accounts and other accounts.

f) To fill vacancies on the Board of Directors and on the Credit and Supervisory Committees.

g) To determinefromtime totime, subject toSection28of the Act, the maximum amount of shares that may be held by any member; as well as the maximum amount that any one member may have in the Deposit Account orotheraccounts subject toArticle VI,Rule12.

h) To determine the investments of the Credit Union other than loans to members, except to the extent that the Board may have appointed an Executive Committee to act for it in the purchase and sale of securities or the making of loans to other Credit Unions and other cooperative societies, orboth.

i) To submit the Accounts of the Credit Union for audit in pursuance ofthe provisions of the Act and Regulations.

j) To authorize borrowing and discounting operations on behalf of the Credit Union subject to the provisions contained intheseRules,andsubjectalsototheActand

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Regulations.

k) To supervise the collection of loans from members and authorize the charge off of uncollectible loans, subject to theAct and Regulations.

l) To maintain, at all times, an active programme of cooperative education and to maintain relations with other registered co-operative organizations aimed at promoting the best interest of the Credit Union and of the Co-operativeMovement.

m) To take all measures to provide for the management of the affairs of the Credit Union not provided for in these Rules or in the Act or Regulations to be taken by a General Meeting and to perform such other duties asthe members in General Meeting may from time to time authorize not inconsistent with these Rules and the Act and Regulations.

n) To keep a copy of the latest Annual Financial Statements of the Credit Union together with the Auditor’s Report, displayed in a conspicuous place at the Registered Office of the Credit Union.

31 No Director or Committee member may be compensated for his services. This shall not be construed to prevent reimbursement of Directors or any Committee Members for expenses they may incur in carrying out the duties of their offices, or to pay an honorarium approved by the members.

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32 The Board of Directors shall be entitled to appoint the members of the Board of subsidiaries or any other entity in which the credit union may have an interest.

33 The Board of Directors shall be entitled to execute a Transfer of Engagement of a Registered Society to the Credit Union.

ARTICLE X: EXECUTIVE OFFICES, EXECUTIVE COMMITTEE, TREASURER AND THEIR DUTIES

34 The Board of Directors shall elect a Chairman, a First ViceChairman and a Second Vice-Chairman, a Treasurer, and a Secretary. This team shall hereinafter be referred to as the Executive of the Board. The Chairman in accordance with Article XIV, Rule 58, and the said Executive shall hold Office until theirsuccessors are elected.

If more than one Vice-Chairman is elected, the Board shall determine their rank, as First Vice-Chairman, Second ViceChairman, etcetera. The offices of Treasurer and Secretary only may beheldby thesame person.

a) CHAIRMAN: The duties of the Chairman shall be to presideatmeetings ofthemembers andoftheBoardof Directors. He shall perform such other duties as customarily appertain to the office of Chairman oras he maybedirectedtoperformby resolutionoftheBoardof Directors,notinconsistent withtheAct,Regulationsand these Rules.

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b) VICE-CHAIRMAN: The ranking Vice-Chairman shall, in the event ofthe absence or disability ofthe Chairman or his refusal to act, perform the duties of the Chairman and/or such other duties as the Board of Directors may from time to time prescribe.

c) SECRETARY: It shall be the duty of the Secretary to keep a correct record of all meetings of members, and the Board of Directors. He shall give notice of all meetings of the members in the manner prescribed by these Rules, and shall perform such other duties as he maybedirectedtoperformbyresolutionoftheBoardof Directors not inconsistent with the Act, Regulations and these Rules.

i) The Secretary shall prepare and maintain at its registered office or at such other place as the Directors may designate, records containing:-

(a) Minutes of meetings of members and resolutions of members

(b) Minutes of meetings and resolutions of Directors and Committees

(c) A register of its Directors

d) TREASURER: The Treasurer shall have oversight of thefinancialaffairsoftheCreditUnionandensurethe

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appropriate and timely reporting of financial matters to the Board and members.

i) The Treasurer shallcause to be keptproper Books of Accounts with respect to:-

(a) allsums ofmoney received and expended by the Credit Union and the matters in respect of which the receipt, disbursement and expenditure takes place;

(b) all sales and purchases of goods by the Credit Union;

(c) the assets and liabilities of the Credit Union.

ii) Forthepurposesofparagraph (e)(i),properBooks of Account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept such Books as are necessary to give a true and fair view of the state of the Credit Union’s affairs and to explain its transactions and as to conform with established Accounting Principles and such standards as may be prescribed and approved by the Registrar.

iii) Books of Account shall be kept at the registered office oftheCredit Unionoratsuch otherplace as the Directors think fit,and shall atall times be open toinspection by the Directors.

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35 The Board of Directors may appoint one or more Assistant Treasurers and authorize them to perform any of the duties devolving ontheTreasurerduringthe absence ordisability of theTreasurerorhis refusal toact.

36 No Executive of the Board shall serve on the Board of Directors in the same capacity for more than three (3) years.

37 The Board shall employ a Chief Executive Officer and authorize him under the direction of the Board to manage the affairs of the Credit Union, subject to any limitation and control as may be imposed by the Board of Directors from time to time.

38 During the absence or disability of any Director or his refusal toact,theBoardofDirectorsmayappointanothermemberto act temporarilyinhis stead.

39 A meeting of the Board of Directors, Credit and Supervisory Committees should be held at least once a quarter. The Secretary of the Credit Union shall be responsible for the calling ofthis meeting.

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ARTICLE XI: CREDIT COMMITTEE

40 The Credit Committee shall be elected at the Annual General Meeting of the Credit Union, shall have no gender bias and shall consist of not less than three (3) members, and not more than five (5)allofwhom shallbe members ofthe Credit Union. Each member shall hold Office until his successor is elected, unless he demits Office earlier orhas been expelled, and shall be eligible for re-election.

a) Election to the Committee shallbe held in such amanner that the term of office of not more than a bare majority of the members shall expire atthe same Annual General Meeting. No member of the paid staff shall be eligible for election to the Credit Committee.

b) Subject to the provisions of Rule 41, at the first Annual General Meeting a bare majority of the members constitutingtheCommitteeshallbeelectedforatermof two (2) years, and the others for a term of one (1) year. Whenever the number of members of the Committee is increased,one-halfofsuchadditionalmembersshallbe elected for two (2) years and one-half for one (1) year. Thereafter, the term of Office for the Committee Members shall be for two (2) years.

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c) No memberoftheCredit Committee shall beallowedto serve more than three (3) consecutive terms, however such member will be eligible to serve once he/she sits outforaperiod between AnnualGeneral Meeting orone (1) year whichever is earlier.

d) AnymemberoftheCommitteewho,withoutdueexcuse approved by the Committee, fails to attend three (3) consecutive meetings of the committee, shall be deemed to havevacated his office.

e) Any vacancy on the Credit Committee shall be filled by the Board of Directors, but the member filling such vacancy shall hold office only until the next Annual General Meeting, at which meeting a member shall be elected to complete the unexpired term provided the term does notexpire atthetime ofsuch meeting.

f) Any member of the Credit Committee, who knowingly has oneor moreloans delinquent for a periodinexcess of thirty (30) days without due excuse accepted by the Board of Directors shall bedeemed tohave vacated his seat onthe Committee.

41 a) The Credit Committee shall choose from their number, a Chairman and a Secretary, which Offices may not be held by thesameperson.

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b) The Secretary of the Committee shall prepare and maintain full and correct records of all action taken by the Committee and shall notify members of the Board of Directors and Members of Credit and Supervisory Committees whenever a member of Staff, a member of the Board of Directors or a member of the Credit or Supervisory Committee applies for a loan in excess of his combined shareholding anddeposits.

42 The Credit Committee shall hold such meetings as the business of the Credit Union may require. Due notice of such meetings shall be given to the other members of the Committee by the Secretary.

a) Any meeting of the Credit Committee may be held by telephone conference call or other communications equipment, including video conferencing technology. Each person entitled to participate in the meetings must consent to the meeting being held by that system. The system so employed must provide access to the meeting in a manner by which each person attending can be properly identified and heard. The system must facilitate the recording of any vote or other action taken at the meeting.

b) For the purpose of determining the quorum and for all voting purposes, attendance at such meeting shall constitute presence in personat the meeting. Forthe

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c) purpose of this rule, the laws of Jamaica shall apply to any meeting of the Credit Committee and the meeting be deemedtotakeplaceinJamaica.

43 The Credit Committee shall send a monthly report of its activities to the Board of Directors.

ARTICLE XII: SUPERVISORY COMMITTEE

44 The Supervisory Committee shall have no gender bias and shall consist of not less than (3) three members and not more than five (5) members, none ofwhom shall be members ofthe Board of Directors or Credit Committee or employee and all of whom shall be members of the Credit Union.

a) Members ofthe Supervisory Committee shallbeelected for one year only at each Annual General Meeting. No member of the Supervisory Committee shall be allowed to serve more than five (5) consecutive years, however such member will be eligible to serve once he/she sits out for a period between Annual General Meeting or one (1) year whichever is earlier.

b) AnymemberoftheCommitteewho,withoutdueexcuse approved by the Committee, fails to attend three (3) consecutive meetings of the committee, shall be deemed to havevacated his office.

c) Any member of the Supervisory Committee, with one or moreloansdelinquentforaperiodinexcessofthirty(30)

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days withoutdueexcuse acceptedby theBoardofDirectors shall be deemed to have vacated his seat on the Committee.

d) In the event of a vacancy in the membership of the Committee, the remaining members of the Committee shall fill such vacancy by appointing a member who shall hold Office only until thenext Annual General Meeting.

e)i) Any meeting of the Supervisory Committee may be held by telephone conference call or other communications equipment including video conferencing technology. Each person entitled to participate in the meetings must consent to the meeting being held by that system. The system so employed must provide access to the meeting in a manner by which each person attending can be properly identified and heard. The system must facilitate the recording of any voteorother actiontakenatthe meeting.

ii) For the purpose of determining the quorum and for all other voting purposes, attendance at such meetings shall constitute presence in person at the meeting. For the purpose of this rule, the laws of Jamaica shall apply to any meeting of the Supervisory Committee and the meetingbe deemed to take place in Jamaica.

45 a) The Supervisory Committee shall choose from their numbera Chairman and aSecretary which Offices may not beheld by thesame person.

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b) The Secretary ofthe Committee shall maintain and have custody of full and correct records of all action taken by the Committee.

46 The Supervisory Committee

a) Shall:-

i. at frequent intervals inspect the securities, cash and accounts of the Credit Union

ii. make an examination of the affairs of the Credit Union at least quarterly including an audit of its books ofaccounts

iii. by unanimous vote, if it deems such action necessary to the proper conduct of the Credit Union, suspend any member of the Board of Directors or Credit Committee and within fourteen(14) days thereafter call a Special General Meeting of the members to take such action relative to the suspension as the members may determine

iv. receive and investigate any complaint made by any member affecting the proper running of the Credit Union

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v. by a majority vote of its members, call a Special General Meeting of the members to consider any violation of these Rules or any practice of the Credit Union, which, in the opinion of the Committee, is unsafe and unauthorized

vi. at least once a year, cause the accounts of all members to be verified with the records of the Credit Union. The Committee shall maintain a record of such verification.

b) In the process of its examinations and audits, examine applications for loans made during the period under examination and satisfy itself that for each loan made the proper procedures have been followed which are in keeping with the Act, Regulations and these Rules.

47 TheSupervisoryCommitteeshallsendamonthlyreportofits activities and findings to the Board of Directors.

ARTICLE XIII: MEETINGS OF MEMBERS

48 a) The supreme authority in the Credit Union is vested in the General Meeting of members at which every member has a right to attend and vote on all resolutions.

b) The first general meeting of members after registration of the Credit Union shall be called the First Annual General Meeting.

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d) References to a “meeting” shall mean convened and held in a physical location only or via virtual-only and/or hybrid manner through a combination of both a physical and electronic communication system. Members shall be deemed to be present at that meeting for all purposes of the Rules, applicable laws, and the Co-operative Societies (Amendments) Regulations 2021 and said attendance shall be construed to allow the member present in any one of these fora to attend and fully participatein any such meetings.

e) A member’s participation in the business of a general meeting shall include, without limitation, the right to communicate, to vote, and to have access in hard copy or electronic form all documents which are required to participate in the business of a general meeting; and participation in such a meeting shall constitute presence in person at such meeting and shall count towards the quorum andforall othervotingprocesses.

f) References to “electronic communication system” shall include, without limitation, webcast, video or any form of conference call systems (telephone, video, web or otherwise) and other communication of any sound, document, andorotherdata.

g) If a separate meeting place is linked to the main place of a general meeting by an electronic communication system, such member present at the separate meeting place shall betakentobe present atthegeneral meeting

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and entitled to exercise all rights as if the member was present at the main physical location.

h) All general meetings (including a Special or Annual General Meeting, any adjourned meeting or postponed meeting) may be held as a physical, virtual-only or hybrid-meeting.

i) A virtual-only or hybrid-meeting may be held in Jamaica and any part of the world and at one or more locations as may be determined by the Board of Directors in its absolutediscretion; however, theprincipal place andtime of such meeting shall be construed to be held in the jurisdictionofJamaica.

j) Votes (whether by a show of hands or ballot or by way of a poll) may be cast through or by electronic means or otherwise, in keeping with the Co-operatives Societies (Amendment) Regulations 2021.

k) If voting is to take place at the meeting, there must be reasonable measures in place to verify that every person voting at the meeting by means of electronic communication system is sufficiently identified, and the Secretary shall keep a record of any voteoractiontaken.

l) The failure or inability of a member to attend or remain in an Annual or Special General Meeting held in a hybrid or virtual-only meeting, as a result of a mistake or events beyond thecontrol of First Heritage Co-operative Credit

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Union Limited shall not constitute a defect in the calling of the Annual or Special General Meeting and shall not invalidate any decisions, resolutions passed or proceedings taken at that Annual or Special General Meeting.

m) The provision of these rules shall apply, with any necessary modification, to hybrid-meetings and virtualonly meetings.

49 a) Each member shall have one vote only and there shall be no voting by proxy; provided that in the case of an equality of votes the Chairman shall have a second or casting vote.

b) Any resolution submitted for the decision of the members present at a meeting shall be decided by a majority of votes. At any meeting a resolution put to the vote shall be decided by a show of hands unless voting by ballot is demanded by atleast five (5) of the members present before declaration of the result by the show of hands, and insuch case,voting by ballotshall betaken.

50 TheAnnual General Meeting of Members shall beconvened by the Board of Directors not later than two (2) months after the report on the audit of the accounts of the Credit Union for the past financial year by the Registrar or person authorised by him, is received by the Board of Directors.

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a) The Annual General Meeting of members has both theright and responsibility to: -

i) consider thereportofthe Board ofDirectorsonthe previous year’s working of the Credit Union together with the financial statements and Auditor’s Report and to sanction the appropriationsanddistribution of any surplus

ii) hear and pass upon the reports of the Credit and Supervisory Committees

iii) elect members of the Board of Directors, and the Credit and Supervisory Committees, and to remove them from office in accordance with these Rules

iv) authorize the Board of Directors to appoint to the directorship/ management of any Registered Credit Union or entity such representatives as the constitution of that body may from time to time require to berepresented fromthe CreditUnion.At least fifty (50%) percent of such representatives shall be appointed from among the serving members of the Board of Directors of the Credit Union

v) determinewhatamendmentsshallbemadeinthe Rules

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vi) exercise its financial authority in all other matters vitally affecting the Credit Union as a co-operative body, andas a business organization.

b) The Agenda of business at Annual General Meetings shall include:-

i) ascertainment that a quorum is present

ii) takingapologies forabsence

iii) reading and approval of the Minutes of the last Annual General Meeting, and of any intervening Special General Meeting and discussion ofmatters arising there from

iv) Reportsof:

 Board of Directors

 Any sub-Committees

 Credit Committee

 Supervisory Committee

 Treasurer and Auditor

v) Distribution of surplus

vi) MaximumlimitofborrowingbytheCreditUnionas determined by the Regulatorfrom time totime

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vii) Elections to

 Board of Directors

 Credit Committee

 Supervisory Committee

viii) Any otherbusiness

ix) Termination.

51 Special General Meetings may be called by the Board of Directors upon their own initiative, or shall be called by them at the request of the Supervisory Committee, or upon the written petition of not less than fifteen (15%) percent of the members or one hundred (100) members, whichever is less. The purpose of the Special General Meeting shall be set forth in the notice and only such business as is described in the notice may bedealt withat such meetings.

a) Ifthe Board ofDirectors fails to convene a meeting within fourteen (14) days from the receipt of demand as aforesaid, the Supervisory Committee or the members applying for such a meeting will have the right to convene the meeting by notice which must contain the object of the proposed meeting, and a statement to the effect that the meeting is convened on the failure of the Board of Directorsto convene themeeting demanded.

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52 a) At least seven (7) days before the date of any Annual or Special General Meeting, the Secretary shall post notice of the Meeting in a conspicuous place at the Head Office and at each branch of the Credit Union and shall cause written notice Of the meeting to be delivered by electronic means and printed in one daily newspaper.

b) Where an Annual or Special General Meeting is either virtualonly or hybrid-meeting, the Secretary shall cause the notice of the meeting to provide instructions or attendance and participation, including voting by members electronically, and anelectronic link forattendees.

53 Quorum at Meetings

a) A quorum at Annual or Special General Meetings shall be:

i) One-half (1/2) of the total number of members or ten (10) members whichever is less when the Credit Union consists of not more than forty (40) members; or

ii) One-quarter (1/4) of the total number of members or fifty (50) members whichever is less when the Credit Union consists of more than forty (40) members and not more than five hundred (500) members; or

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iii) One-tenth (1/10) of the total number of members or seventy-five (75) members whichever is less when the Credit Union consists of more than five hundred (500) members and not more than one thousand (1,000) members; or

iv) One hundred (100) members when the Credit Union consists of more than one thousand (1,000) members.

v) Where the meeting is held as a hybrid-meeting or virtual-only meeting and during the meeting a number of members participating, virtually, cease tobe able to participatein the meeting,atany time and for any period during the meeting, in such numbers that the quorum requirement for that meeting is not met, all business transacted at that meeting, including matters put to the vote and any resolution passed, shall be void. The Credit Union shall ensure that the quorum requirement is ascertained prior to the passing of any matter requiringsuch quorum.

b) If at the expiration of a reasonable period after the date fixed for any Annual or Special General Meeting, the members present are not sufficient to form a quorum, such Meeting shall be considered as dissolved if convened onthe demand ofmembers; inall othercases an adjournment may be taken to a date not fewer than fourteen(14)daysthereafter.Thesamenoticeshallbe

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given for the Adjourned Meeting asisprescribed inRule 52 ofthese RulesfortheOriginal Meeting.

54 The Chairman of the Board of Directors, or in his absence, the ranking Vice Chairman, or in their absence any other member appointed by the Board of Directors shall preside at the Annual orSpecial General Meeting.

55 Minutes of the meetings shall be entered in the Minute Book andsignedbytheChairmanandSecretary,andshallcontain:-

a) the number and names of the members present at the meeting and the name of the person who presided at the meeting

b) the time fixed for the meeting and the time the meeting commenced

c) the total number of members on the date on which the meeting was held

d) allresolutionspassed ordecisions madeatthemeeting.

56 No political, sectarian or racial discussion shall be raised, or resolution proposed, either at any committee, Board, or General Meeting of the Credit Union.

57 Nominating Committee

a) Not less than ninety (90) days prior to each Annual

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General Meeting, the Board of Directors shall appoint a Nominating Committee of three (3) members, of which not more than one shall be a member of the existing Board of Directors. It shall be the duty of the Nominating Committee to advertise among the membership vacancies for which elections will be held, interview, select and nominate to the Annual General Meeting one member for each vacancy for which elections are being held.

b) The Nominating Committee shall place the nominations before the members, who may also make nominations from the floor.

c) Prior to the elections, the Chairman shall appoint a ReturningOfficerto conduct theelections.

d) All elections shall be determined by a majority vote and shall be by ballot except where there is only one nominee foreachvacancy.

e) Nominations shall be in the following order:

i) NominationsformembersoftheBoardofDirectors

ii) Nominations for Credit Committee members

iii) Nominations for Supervisory Committee members

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as the nominations orifpreferred, may beby oneballot.

ARTICLE XIV: ELECTIONS

58 Within 10 days after their election, the members of the Board of Directors, Credit and Supervisory Committees shall meet andelectfromtheirnumbertherespective Officers,asfollows –

a) Board of Directors: Chairman, one or more ViceChairmen, Treasurer, and Secretary. The Board may sub-committees.

b) Credit and Supervisory Committees: Chairman and Secretary.

59 Immediatelyafter these elections, the names andaddressesof all the members of the Board, Executive Officers, Executive and Sub-Committees shall be forwarded to the Registrar of Co-operative Societies, and to any Registered Credit Union ofwhichtheCreditUnionisamember.Withinten(10)daysof anychangein theDirectors,Creditor SupervisoryCommittee members, the Registrar of Cooperative Societies and any Registered Credit Union of which the Credit Union is a member shall benotified inwritingof such change.

ARTICLE XV: RESERVE FUND

60 A Reserve Fund shall be created by the Credit Union.

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a) All entrance fees, transfer fees, andnot less than 20%of the net surplus ofeach financial year shall be setaside as a Reserve Fund.

b) The Reserve Fund shall be the property of the Credit Union and may be applied with the sanction of the Registrar of Co-operative Societies to meet losses on loans to members and to other credit unions and such other losses as are authorized in accordance with the Act andRegulations.

c) The Reserve Fund shall not be distributed except on liquidation of the Credit Union or in accordance with the Act andRegulations.

61 In addition to the Reserve Fund, the Board of Directors may also authorize the establishment of any additional fund which it deems necessary to protect the interest of members.

ARTICLE XVI: DISPOSAL OF SURPLUS AND DIVIDENDS

62 The net surplus ofthe CreditUnion as ascertained bythe audit shall be appliedas follows:

a) At least twenty (20) per cent shall be carried to the ReserveFundinaccordance withArticleXV,Rule60(a)

b) The remainder as the Annual General Meeting may decide in any one or more of the following ways:-

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i) to pay a dividend on all Permanent Shares

ii) topromoteco-operativeeducationamong members;and foranysocial,charitableorcultural purposessubjecttotheprovisionsofsection36of theAct.

iii) tocreateany special fund

iv) to offer honoraria

v) to create and build a Share Transfer Fund to be used as prescribed in Article VI Rule 14(a) (ii), (iii) & (iv) and the Special bye-laws.

ARTICLE XVII: BANKING ACCOUNT – DISBURSEMENT OF INVESTMENT FUNDS

63 a) The funds of the Credit Union may be deposited in any bank licenced under the Banking Act and operating in accordance with the laws of Jamaica, and in any Credit Union and central-type Credit Union organizations; and in theCentralBank.

b) Funds not used in loans to members may be invested as follows;

i) In capital shares, obligations or preferred stock, issues of any agency or association, organized eitherasaMutualAssociationorMembership

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Corporation, provided the membership or stock holdings, as the case may be, of such agency or association are confined or restricted to Credit Unions or organizations of Credit Unions, and provided the purposesforwhich such agency orassociation isorganized aredesigned toservice orotherwise assist Credit Union operation.

ii) In investments in which Trustees are for the time beingby lawauthorized toinvest.

iii) Inshares ofaCo-operative CreditUnionregistered under the Cooperative Societies Act in the total amount not exceeding Five (5%) percent of the shares and surplus of the Credit Union.

iv) In loans to or shares of other Credit Unions.

v) In sharesofanycompany orundertaking approved bythe Registrar or other Supervisory orRegulatory Body, but not to exceed twenty (20%) percent of theCredit Union’s total assets.

64 The Board of Directors, by resolution, may establish a cash fundfor thepurpose ofmaking change.

65 AllfundsoftheCreditUnion shallbedeposited notlaterthan the second banking day after their receipt.

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ARTICLE XVIII: POWER TO BORROW

66 The BoardofDirectorsmayincuraliabilityin voluntaryshares, deposits and/or loans from any source on such terms of payment and/or security, deemed by the Board to be prudent, provided thatthetotalliability shallnotexceed aratio oftwenty times the Credit Union’s Capital.

ARTICLE XIX: FINANCIAL YEAR

67 The Financial Year of the Credit Union shall start on January 1, and end on December 31 of each calendar year.

ARTICLE XX: SEAL

68 The Board of Directors shall adopt for the use of the Credit Union a distinctive Seal having the name of the Credit Union inscribed thereon.

a) The Seal oftheCredit Unionshall atall times remain in the custody of the Secretariat at the Registered Office of the Credit Union.

b) The Seal of the Credit Union shall not be affixed to any class or type of document except authorized by a resolution of the Board of Directors.

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c) Any two (2) members of the Board shall sign under the Seal of the Credit Union on every document to which the Seal of the Credit Union is affixed. All such signing and sealing mustberatifiedatthenextmeeting oftheBoard.

ARTICLE XXI: POWER OF NOMINATION

69 Power of Nomination

a) A member of the Credit Union may by writing under his hand, signed by such member in the presence of two attesting witnesses delivered ator sentto the Registered Office of the Credit Union, nominate any person or persons tooramong whomthereshall betransferredat his demise, his property in the Credit Union whether shares, loans or deposits or so much thereof as is specified in such nomination if the nomination does not comprise the whole.

b) Anominationsomademayberevokedorvariedbyany similar document under the hand of the nominator delivered or sent as aforesaid.

c) Every appointment of a nominee shall be made in the form prescribed by the Registrar.

d) A notice of the right of nomination shall be sent by the Treasurer toevery individual member whohasexercised this right with the notice convening the Annual General Meeting in each year, and shall be otherwise given as the Board of Directors may direct.

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70 On receiving satisfactory proof of death of a nominator the Board of Directors shall proceed in the manner laid down in Section 19oftheAct and Regulation 14.

ARTICLE XXII: UNSOUND OR LUNATIC MEMBERS

71 Administration of the affairs of members deemed to be of unsound minds.

a) Where a member of the Credit Union has become of unsound mind, incapable of managing himself or his affairs, and no committee of his estate or trustee of his property has been appointed, the Credit Union may, subjecttotheprovisionofRegulation 36andofSection 25 oftheAdministrator General’s Act:

i) transfer the share orinterestofsuch membertothe Administrator General for Jamaica in trust for such member; or

ii) pay a sum representing the value of the member’s share or interest to the Administrator General; provided that, subject to the relevant provision of the Act or Regulation, the Board of Directors may and subject to any condition it thinks fit, pay the whole or any portion of such sum to the person who appears to them to have the care of such member or the management of his affairs.

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b) All transfers andpayments made by the Credit Unionin accordance with the provisions of these Rules shall be valid and effectual against any demand made upon the Credit Union by any other person.

ARTICLE XXIII: DISPUTES 72 Managing Disputes

a) Any dispute touching the business of the Credit Union which may arise:-

i) among members, past members, and persons claiming through members, past members and deceasedmembers

ii) between a member, a past member, or person claiming through a member, past member or deceased member of the Credit Union, its Board of Directors or any Officer of the Credit Union

iii) between the Credit Union or its Board ofDirectors or any Officer of the Credit Union

iv) between the Credit Union and any other Registered Credit Union shall be referred to the Registrar as provided in Section50ofthe Act andRegulation 43.

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R U L E S 60

b) AclaimbytheCreditUnionforanydebtordemanddue to it from a member, past member or the nominee, heir or legal representative of a deceased member, shall be deemed to be a dispute touching the business of the Credit Union.

ARTICLE XXIV: AMENDMENTS TO THE RULES

73 These rules may be amended bya resolution ofthe members at any Annual General Meeting or Special General Meeting called in accordance with Article XIII, Rule 48 for the purpose by at least three-fourth of those members present either physically, virtual-only or at hybrid-meeting, provided that a written notice of the meeting has been posted in a conspicuous place at the Head Office and at each branch of the Credit Union and sent to each member by electronic means and printed in one daily newspaper at least seven (7) days before the said meeting. No amendments shall become operative until it has been approved by the Registrar in accordance with the Act.

ARTICLE XXV: SPECIAL BYE-LAWS

74 Special Bye-Laws

a) The Board of Directors shall have power to make Special Bye-Laws consistent with the provisions of the Act, Regulations, and these Rules, for the proper conduct of the business of the Credit Union as from time to time

Rules for First Heritage Co-operative Credit Union Limited (FHCCUL)

may seem necessary to them. No such Bye-laws shall, however, be valid until they are approved by the Registrar.

b) TheCredit Unionshallcause abookcontaining allsuch bye-laws to be kept open at all times for inspection by members, or any person authorized by the Registrar.

ARTICLE XXVI: VOLUNTARY DISSOLUTION

75 The Credit Union may be dissolved by the consent of threefourths of its members, but only in the manner provided by the Act.

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Rules for First Heritage Co-operative Credit Union Limited (FHCCUL) R U L E S

R U L E S

Moved By: Mrs. Jillian Gayle (Member) (online)

Seconded By:

Mrs. JuvenMontague-Anderson(Member)(Online)

Amended: May 19, 202

Rules for First Heritage Co-operative Credit Union Limited (FHCCUL)

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