With the recent thorough modernization of the Credit Union Act, we’re required to revise sections of Kindred’s General By-Law. We’re also taking this opportunity to update our membership definition, including removing Appendix A, to more clearly reflect our current membership approval practices and using principles-based, plain language. This will be supported by a clearer description of Who We Are on kindredcu.com and in our membership application in place of the Shared Convictions.
We will be holding a vote on these revisions at our 2023 Annual General Meeting on Wednesday, April 12. These changes were approved by Kindred’s Board of Directors on March 23.
2020 Credit Union Act The 2020 Credit Union and Caisses Populaires Act (the Act) was effective March 1, 2022.
Since 1994, when the previous Act was passed, the financial services landscape has changed significantly and the legislation governing the sector had become outdated. This modernization of the Act will help credit unions be more agile and competitive.
We have grouped Regulatory and Non-Regulatory changes together below. The revised by-law text is included for the Regulatory changes and the by-law text, and further description, is included for the Non-Regulatory (Membership Definition) changes.
REGULATORY CHANGES
ARTICLE 1: Interpretation
Section 1.01(a), Definitions
Deleted and replaced with the following:
““Act” means the Credit Unions and Caisses Populaires Act, 2020, and the Regulations and Authority Rules made pursuant thereto, as from time to time amended, and any successor or substitute legislation therefor;”
ARTICLE 2: Membership
Section 2.11, Withdrawal
Amended by deleting the words “section 62” and replacing them with the words “section 54” in reference to the Act.
ARTICLE 3: Business of the Credit Union
Section 3.04, Banking Arrangements
Amended by deleting the word “therefor” and replacing it with the word “thereof”.
ARTICLE 4: Directors
Section 4.01, Number of Directors and Quorum
Amended by deleting the words “twelve (12)” and replacing them with the words “eleven (11)”.
Section 4.05, Vacation of Office
Deleted and replaced with the following:
“A director ceases to hold office: (a) at the end of the annual meeting at which the director’s term of office expires or upon the election of a successor; (b) when the director dies or resigns; (c) when the director becomes ineligible to hold office under Section 4.02 hereof; (d) when the director is removed from office by the Board under the Act; (e) when the director is removed from office by the members under Section 4.04 hereof; or (f) when the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario replaces the Board under the Act.”
Section 4.06, Vacancies
Amended by deleting the words “forthwith call a special meeting” and replacing them with the words “promptly call a general meeting” to reflect the Act.
Section 4.08, Meeting by Telephone
Deleted and replaced with the following:
“A Board meeting or meetings of any committees of the Board may be held by means of telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. Participation by a director or a member of a committee under this Section shall constitute presence in person at such meeting.”
Section 4.15, Remuneration and Expenses
Amended by inserting the words “Subject to the Act…” at the commencement of the Section.
NEW Section 4.16, Gender Diversity Report
Amended by inserting the following new Section 4.16 following Section 4.15: Gender Diversity Report:
“The Board shall report annually on the gender diversity of the Board in accordance with the requirements of the Act by preparing or causing to be prepared a gender diversity report, which report shall be made public on the Credit Union’s website.”
ARTICLE 6: Officers
Section 6.01, Appointment
Amended by inserting immediately following the words “The Chief Executive Officer must be an employee,”, the words: “and the Corporate Secretary must be a director or an employee,”.
ARTICLE 7: Meetings of Members
Section 7.01, Annual Membership Meeting
Amended by deleting the word “Superintendent” and replacing it with the words “Chief Executive of the Financial Services regulatory Authority of Ontario”.
Section 7.02, Electronic Meetings
Deleted and replaced with the following:
“A membership meeting may be held by means of telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, subject to any conditions, rules and procedures which may be approved by the Board. Participation by a member under this Section shall constitute presence in person at such meeting for all purposes, including, without limitation, the calculation of quorum pursuant to Section 7.07 hereof.”
Section 7.11, Mail, Electronic and Brand Balloting
Deleted and replaced with the following:
“Members may vote at meetings of members by mail, or by in-branch, telephonic or electronic means, subject to any conditions, rules and procedures which may be approved by the Board. A member who casts a vote by such means shall be deemed to be present in person at such meeting for all purposes, including, without limitation, the calculation of quorum pursuant to Section 7.07 hereof.”
Section 7.13, Proxies
Amended by deleting the words “Her Majesty the Queen” and replacing them with the words “His Majesty the King”.
ARTICLE 11: Meetings of Shareholders
Section 11.14, Joint Shareholders
The title of Section 11.14 is deleted and replaced with “Votes to Govern”.
NEW Section 11.18, Joint Shareholders
Amended by inserting the following new Section 11.18 following Section 11.17: Joint Shareholders:
Where two or more persons hold the same share or shares jointly, any one of them; present in person or represented by proxy at a meeting has the right, in the absence of the other or others, to vote in respect of such share or shares, but, if more than one of such persons are present in person, they shall vote together as one on the share or shares jointly held by them.
ARTICLE 13: Information Available to Members or Shareholders
Section 13.05, By-laws
Deleted and replaced with the following:
A member of the Credit Union shall be entitled on request to: (a) an electronic copy of the By-laws, free of charge; and (b) a paper copy of the By-laws, upon payment of a fee of twenty-five dollars ($25.00) or such lesser amount as the Board may from time to time establish.
NON-REGULATORY CHANGES
ARTICLE 2: Membership
Section 2.01, Membership Definition
Deleted and replaced with the following:
Membership is available to persons and entities interested in furthering the Credit Union’s purposes and who have applied for and been accepted into membership in the Credit Union.
Appendix A: Philosophy, Shared Convictions, Core Values, and Purpose
Removed from the General By-Law.
A clearer description of our Shared Purpose and Values and our Roots is now publicly available on the Who We Are page on kindredcu.com and will also be included in our membership application.
The Who We Are content, coupled with the new, simpler Membership Definition in Section 2.01 of the by-law more clearly reflects our current membership approval practices and uses principles-based, plain language.
In the midst of these changes, the essence of Kindred's shared values are not changing—they are the heart of our identity.
You can read some additional context on these changes from the 2022 Annual Report in the dropdown below.
