SPECIAL RESOLUTIONS OF MEMBERS TO APPROVE ALTERATIONS TO CONSTITUTION AND RULES
BE IT RESOLVED, as special resolutions, that:
- the Constitution of East Kootenay Community Credit Union (the “Credit Union”) be deleted in its entirety and replaced with the Constitution set out in Schedule “A”; and
- the Rules of the Credit Union be altered as follows:
- the words in paragraph (c) of the Definitions Rule: “East Kootenay Community Credit Union” be replaced with the words: “StellerVista Credit Union”; and
- Rule 4.1 be deleted and replaced with the following:
"Director Elections to be Held - Each year, directors shall be elected to replace those whose terms expire and a director whose term expires is eligible for re-election. If, for any reason, the terms of the remaining directors will not allow for the expiry of one-third of the directors’ terms at each successive annual general meeting, the directors may, by resolution, determine the lengths of terms to be served by directors elected in subsequent elections in such a manner that the board of directors may return as soon as is practicably possible to the normal cycle of one-third of directors’ terms expiring at each successive annual general meeting.”
BE IT RESOLVED that it is a condition of the foregoing special resolutions that the alteration of the Constitution and Rules of the Credit Union referred to therein do not take effect until the Registrar of Companies has issued a certificate of business acquisition, showing that the Credit Union has acquired the assets and assumed the liabilities of Heritage Credit Union and will carry on the business of both credit unions, pursuant to Section 16 of the Credit Union Incorporation Act (British Columbia).
Credit Union Incorporation Act (Section 6)
- The name of the credit union is StellerVista Credit Union.
- The authorized capital of the credit union shall be an unlimited number of shares divided into such classes and designated with such par value or without par value and with such rights and restrictions among classes as set out in the Rules of the credit union, as amended from time to time.
- The registered office of the Credit Union shall be situated at its chief place of business and notice of its address shall be given to every member.
Although the proposed merger is structured as an asset transfer, with the Credit Union acquiring the assets and assuming the liabilities of Heritage, the intention is for the legacy of both credit unions to continue in the merged credit union. This will largely be accomplished by a rebranding of the merged entity, including changing the name of the Credit Union post-merger to a name that is reflective of both the Credit Union and Heritage.
If the proposed merger with Heritage is successful, the Credit Union intends to change its name immediately after the merger to “StellerVista Credit Union”.
The Rules of the Credit Union (like bylaws) set out how the Credit Union is to be governed. Rules can only be amended with the approval of the Credit Union’s members and the consent of the BC Superintendent of Financial Institutions.
Currently, the terms of one-third of the directors of the Credit Union expire at each annual general meeting of the Credit Union, thereby ensuring consistency in the number of new directors elected each year.
However, if the proposed merger with Heritage is successful, the onboarding of the legacy directors of Heritage to the Board of Directors of the Credit Union will result in the number of directors whose terms expire each year to be inconsistent. To ensure consistency in the governance of the Credit Union, if the proposed merger is successful, the Credit Union is proposing to update the Rules to provide the directors of the Credit Union with the ability to set the term length of incoming directors where it is necessary to ensure that the normal cycle of one-third of directors’ terms expiring each year is maintained.
Voting is a democratic process and members have their say through a one member, one vote system. The special resolution will be approved if at least two-thirds of the ballots cast by members are in favour of such resolution.
Date, Time & Location of Voting
The voting period is November 15, 2022 to November 17, 2022. During this time, members may vote electronically via our website, www.ekccu.com, either from the comfort of your own home or by visiting any branch of the Credit Union (regardless of your home branch) on November 15, 16 or 17.
You will need to enter your date of birth and member number on your ballot to verify that you are a member of the Credit Union in good standing and that you have only voted once.
Who Can Vote?
Personal Members (Individual)
Each individual member who is 19 years of age or older and in good standing is entitled to one (1) vote on each of the special resolutions. To be considered in good standing, the individual member must:
- • hold at least five (5) Class “A” Membership Equity Shares;
- • be not more than ninety (90) days delinquent in any obligation to the Credit Union or its insurance subsidiary; and
- • not have had any obligation written off by the Credit Union or its insurance subsidiary in the last seven years that has not since been paid.
Business Members (Organizations, Partnerships, Incorporated Companies, Incorporated Associations, Societies, and Unincorporated Associations)
Each business member who is in good standing and meets the following requirements is entitled to one (1) vote on each of the special resolutions:
- holds at least five (5) Class “A” Membership Equity Shares;
- is not more than ninety (90) days delinquent in any obligation to the Credit Union or its insurance subsidiary;
- has not had any obligation written off by the Credit Union or its insurance subsidiary in the last seven years that has not since been paid; and
- casts the member’s votes by an authorized representative who is 19 years of age or older and who has been appointed in writing.
An individual may cast multiple ballots if they are appointed as the authorized voter for more than one business member.