2017 Board of Directors Election, Special Resolution & Separate Resolution

Transcription

1 2017 Board of Directors Election, Special Resolution & Separate Resolution 2017 Board of Directors Election & Special Resolution 1

2 Board of Director s Election: The Board of Directors of (NPSCU) is made up of 9 NPSCU Members who are committed to the Credit Union s success. They are elected by NPSCU Members, which means that they are your voice in how NPSCU is governed. Their role falls primarily to overall long-term strategy, ensuring that we re always doing what s right for our Members, employees and communities. We are pleased to present four candidates who have been nominated by the Membership to run for a position on NPSCU s Board of Directors. Members can cast their vote online or at any NPSCU service centre. NPSCU has three board positions to fill this coming year. Special Resolution: Every BC Credit Union has rules approved by its members that outline how the organization will operate as a legal entity. While our rules are a legal and regulatory requirement, they also help to ensure the organization runs smoothly and effectively. NPSCU has undertaken a full review of its rules and in December 2016, NPSCU s Board of Directors recommended the changes should go forward to the Membership for vote. In order to approve the changes, Members are being asked to vote on the following special resolution: BE IT RESOLVED, as a special resolution, that the Rules of North Peace Savings and Credit Union (the Credit Union ) be altered as follows: 1. By deleting the existing Rules in their entirety, except the Rule (if any) designating or defining the common bond of the Credit Union; and 2. By adopting the Rules, which were presented to the Board of Directors of the Credit Union at a meeting of the Board on December 12, 2016 (as certified for identification by the Chief Executive Officer), as the Rules of the Credit Union. You may obtain a full set of the new and revised rules on our website at by requesting a complete copy from one of our branches or by phoning us at (toll-free ) to request that a copy be ed or mailed to you. The information provided in this document provides a summary of the recommended changes to the rules of NPSCU, including the rationale behind the more significant changes Board of Directors Election & Special Resolution 2

3 VOTING INFORMATION Only Members in good standing, aged 18 years or older as of December 30, 2016 are eligible to vote. HOW TO VOTE NPSCU is owned by its Members. As a member, you have an important role in choosing your Board of Directors and approving changes to the rules of NPSCU. By casting your vote you are exercising your right as a Member. VOTING ONLINE The online voting process allows a voter with internet access to cast their vote. You can access the voting link at Voting stations will also be available at all branches of NPSCU. The login will ask for your unique user name and password. To obtain your unique user name and password contact Sharol Hofstrand at or shofstrand@npscu.ca. IMPORTANT DATES Voting in the election and on the special resolution will occur as follows: Voting will open and close on: JANUARY 23, :00 AM Voting opens JANUARY 27, :00 PM Voting closes Successful candidates and results of special resolutions are announced at: NPSCU ANNUAL GENERAL MEETING FEBRUARY 7, 2017 The Pomeroy Hotel and Conference Centre Alaska Hwy Fort St. John BC Doors open at 6:00 pm Meeting commences at 7:00 pm Shareholders of Class B (Investment) Equity Shares will vote on a separate resolution at a separate meeting to be held immediately after the adjournment of the Annual General Meeting. Voting will be conducted in person at the meeting and each Class B shareholder will get one vote on the separate resolution. Details of the separate resolution are discussed further below Board of Directors Election & Special Resolution 3

4 Proposed changes to the rules of North Peace Savings & Credit Union 2017 Board of Directors Election & Special Resolution 4

5 The following outlines the rationale for changes being proposed to NPSCU s rules.* SIGNIFICANT CHANGES RATIONALE OR OTHER COMMENTS RULE 1 INTERPRETATION NEW: Definitions Addition of definitions for consistent use and understanding of terminology throughout the document. RULE 2 MEMBERSHIP Other: General clean-up and revisions Among other housekeeping changes, rules about Junior Members have been moved to this part of the rules and the Membership rights of Junior Members are clarified. RULE 3 SHARES UPDATE: DEPOSITS in original rule title moved to RULE 4 UPDATE: Membership share requirement decreased to 5 shares NEW 3.3 Addition of mechanism to increase Membership share requirement, as needed in future Reduction of minimum Membership share requirement to align with junior account share offering (of 5 shares per Member) simplifies our internal processes. New minimum is in line with numerous other Credit Unions across Canada. The rules allow the Board to increase the minimum Membership share requirement, if necessary. This process aligns with the mechanism used in many other Credit Union Rules for event where the Board determines it is necessary to increase Membership share requirement. UPDATE: 3.14 Exceptions to 10% share redemption limit deleted The exceptions to the annual share redemption limit of 10% of all the shares of a particular class of shares have been removed. This change ensures that the shares qualify as primary capital for regulatory purposes, which is beneficial to the financial strength of your Credit Union. NEW 3.18 Addition of a rule explaining the process for distribution on wind-up Other: General clean-up and revisions New provisions have been added to explain what would happen in the unlikely event of a liquidation, dissolution or winding-up of the Credit Union Board of Directors Election & Special Resolution 5

6 SIGNIFICANT CHANGES RATIONALE OR OTHER COMMENTS RULE 4 BORROWING, LENDING AND DEPOSITS NEW: DEPOSITS added to this rule. Other: General clean-up and revisions. These changes are housekeeping in nature and re-organize some rules which currently appear elsewhere in the existing rules. RULE 5 DIRECTORS AND MANAGEMENT NEW: 5.7 Removal of a Director UPDATE: 5.15 Method of Voting UPDATE: 5.35 Frequency of Meetings NEW: Meetings by Telecommunications Good governance to set parameters and process for removing a director if the director has failed to perform adequately. Addition of some clarity around the option of voting by electronic means. This rule proposes to reduce the number of meetings of the Board per year from 12 to 8. Meetings of the Board of Directors have become more efficient in the last few years, as greater focus and emphasis at Board Meetings has been placed on issues related to strategy. Board Committees carry greater weight, meeting more frequently to review operational and financial reporting (Audit Committee, I&L committee, Conduct Review/Nominating Committee and Governance Committee), bringing recommendations and motions to the Board for approval as required at quarterly meetings. Additional Board meetings are scheduled during the year for training and strategic planning purposes. Additional Board meetings can be scheduled above 8, as needs determine. With our current geographic footprint and improved technological enhancements we must find ways to be adaptable to the varying needs of current and potential directors. Conference calls or other communication facilities provide greater opportunity for more directors to attend a meeting they may otherwise miss Board of Directors Election & Special Resolution 6

7 SIGNIFICANT CHANGES RATIONALE OR OTHER COMMENTS RULE 6 GENERAL MEETINGS 6.6 Order of Business Updated for the purposes of simplifying this section in the rules and providing for organization of class meetings. RULE 7 SEAL Other: General clean-up and revisions These changes are housekeeping in nature. RULE 8 ALTERATION Other: General clean-up and revisions These changes are housekeeping in nature. RULE 9 FINANCIAL YEAR END Other: General clean-up and revisions These changes are housekeeping in nature. RULE 10 SPECIAL RESOLUTIONS UPDATE: 10.3 Method of Voting NEW 10.5 Notice of special resolution Other: General clean-up and revisions. Addition of some clarity around the option of voting by electronic means. More details added about what must be contained in a notice of a special resolution RULE 11 MISCELLANEOUS NEW: 11.1 Electronic Communications Advances in technology have allowed for safe and secure electronic options for delivering and receiving information. Electronic forms have become common in reducing paper and security risks associated with theft of paper documents. Digital documents provide accessibility and time savings to both staff and members. The wording of this Rule is the same as the wording in numerous other Credit Union Rules. * This summary document is intended to highlight key aspects of the revised rules in plain language. It should not be relied upon as a legal and binding document. Any conflict between this summary and the revised rules will be governed by the provisions of the revised rules Board of Directors Election & Special Resolution 7

8 Separate Resolution: Shareholders of Class B (Investment) Equity Shares will be asked to vote on a separate resolution at a meeting of the Class B Shareholders to be held immediately after the Annual General Meeting to vote separately on the changes to the rules. Class B Shareholders will be asked to vote on the following separate resolution, which will have the new rules attached as Schedule A : BE IT RESOLVED, as a separate resolution of the holders of the Class B (Investment) Equity Shares of, that the rules of North Peace Savings and Credit Union be altered by deleting all of the existing rules in their entirety and replacing them with the rules attached hereto as Schedule A, which rules are hereby adopted as the rules of. The reason that NPSCU is requesting a separate resolution from the shareholders of Class B (Investment) Equity Shares is to ensure that the Class B Shareholders approve any changes that might affect the rights attached to the Class B (Investment) Equity Shares. These changes include the following: The name of the Class B (Investment) Equity Shares is being changed to Class B Investment Equity Shares. The exceptions to the annual share redemption limit of 10% of all the shares of a particular class of shares have been removed. This change ensures that the shares qualify as primary capital for regulatory purposes, which is beneficial to the financial strength of your Credit Union. The new rules provide more clarity about the powers of the directors to declare dividends and allows the directors to declare dividends on any class of shares in such amounts as they determine and may declare different rates of dividends for different classes of shares. New provisions have been added to explain what would happen in the unlikely event of a liquidation, dissolution or winding-up of the Credit Union. Some of these changes are merely housekeeping in nature, while others provide more flexibility for the organization and contribute to the financial strength of the Credit Union Board of Directors Election & Special Resolution 8

9 Board of Election Candidate Biographies 2017 Board of Directors Election & Special Resolution 9

10 CANDIDATE Bruce Chisholm I have made my home in Fort St. John since For 33 years I was a K-12 educator, teaching and administration as both a vice principal and principal. I have a B. Ed. in Elementary Math Science Education and a M. Ed. in Educational Administration. I have coached sports both in schools and the community for 35 years. While teaching I was involved as an executive member of the local teachers association and the administrators association. After retiring from teaching, I sold cars at Trans-Port Honda for 5 years. Currently, I drive trucks for Trans Carrier Ltd. I have been a Director on the Board of the Fort St. John Co-operative Association since 2013; currently president of the Co-op Board. When I retired from teaching I felt I had the time to become a Director at NPSCU. Fortunately, I was granted the opportunity. I have enjoyed the ongoing learning required of a Director and the opportunity to use what I have learned to the benefit of the Credit Union and our members. I enjoy sharing ideas, meeting new people and gaining new knowledge. I am in my 10 th year as a director, 2 of those as a chair. As a member of the Board for 10 years, I am pleased to be part of the driving force that ensures the Credit Union is living up to it s mission of helping our members succeed in life. I hope I have the opportunity to serve on the Board for another term Board of Directors Election & Special Resolution 10

11 CANDIDATE Allan Loberg I was born in North-East BC, raised in Fort Nelson and living in Fort St. John since I worked various jobs, from sawmills to oilfields and building repair/maintenance until 1983 when I attended Northern Lights College: Aerospace Maintenance Program. After graduating, I moved to Fort St. John where I worked for a local aircraft maintenance company until 1990, when I started my own company and have operated it since; doing various projects including oilfield integrity inspection, home construction, renovation and aircraft maintenance. Kim and I got married in 1983 and have raised 4 children. While they were growing up we were involved in various organizations, such as minor league sports, cadets, and the scouting/guide movement. In 2005 I was elected to the Board of. During this time we have more than doubled in size, both in assets and membership, recruited and hired a forward thinking and very active Chief Executive Officer and opened successful branches in Fort Nelson, Taylor, Dawson Creek and we have a representative in Terrace. On a personal level I have completed all required training for a Director and have earned accreditation from the Credit Union Directors Association and Dalhousie University. I continue to complete training to stay current in Governance and am currently sitting as Board Chair. I have the necessary time to commit to director duties, and feel my experience in life and as a director has great value to the governance of our Credit Union Board of Directors Election & Special Resolution 11

12 CANDIDATE Laurie Petrucci My husband and I moved to this region in January 1995 to begin our teaching careers and start a family. I have served on several volunteer boards in the community including President of the Fort St. John Community Arts Council (FSJCAC), President of the Fort St. John Film Society, Chair of North Peace Gymnastics Association, Chair of the Peace River North Teacher Librarian Association, as well as volunteer member of Communities in Bloom, High on Ice, and Grad Fest. I hold a Bachelor of Science from the University of British Columbia (UBC), a teacher certificate from Simon Fraser University, and a Masters in Educational Technology from UBC. I have five years leadership experience employed as Executive Director for the FSJCAC involving strategic planning, community engagement, public relations, and project and volunteer management. In addition, I have ten years experience working in the public school setting in classroom teaching, student advising, career programming, and educational technology coaching. I am interested in sitting on the Board of Directors with the North Peace Savings and Credit Union (NPSCU) because, like the organization itself, I believe in building and engaging with our community. Recently, I achieved a Google Educator Level I Certification. My strong background in technology and volunteer-ism would be an asset to the NPSCU Board of Directors Board of Directors Election & Special Resolution 12

13 CANDIDATE Donna Stolk I am a member in good standing with the NPSCU. I have been employed with Northern Health from May 2012 to present. I truly enjoy working there, but also have a strong interest int he community at large, with a special interest in our senior population and our rich Aboriginal connections. Recently, I attended a convention Go Green Jobs BC where the main focus, of course, was sustainable green employment, but there was also a strong focus on co-operatives, which reinforced my interest in becoming a member of NPSCU. From I owned two Panago Pizzas in Prince George. In doing so I gained valuable experience in business and discipline. I have also owned two small independent businesses, which helped me understand the passion and commitment it takes. During these years in Prince George I was also a very active member of school district #57 I Chaired the Parent Advisory Council of our great school from With three typically active kids, there was always a committee to sit on (billet coordinator for the swim club, ice scheduler for ringette, team mum for hockey, etc..). I have also organized and executed many successful fund-raising events. While with Northern Health I have taken advantage of the many opportunities that are offered but I m always seeking ways to improve both personally and professionally. Thank you for taking the time to consider my application Board of Directors Election & Special Resolution 13