Estonian (Toronto) Credit Union Limited Notice of Annual General Meeting
Eestlased Kanadas 05 Mar 2010  EWR
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Please join us at our Annual General Meeting to be held on March 22, 2010 at 7 PM at the Toronto Estonian House (Crystal Hall), 958 Broadview Avenue, Toronto, Ontario.
The agenda includes:
i) (re)election of four board members, and
ii) confirmation of proposed amendments to the credit union’s by-laws as summarized below.

Copies of the 2009 financial statements, the reports of the audit committee and the auditor, and the proposed by-laws will be available for inspection at the meeting and at the offices of the credit union from March 12, 2010. The meeting will be followed by a reception.

SUMMARY OF PROPOSED BY-LAW AMENDMENTS
In June 2009, the Ontario Government introduced major changes to the Credit Unions and Caisses Populaires Act, 1994 and the regulations which govern Ontario credit unions. These amendments enter into full force on October 1, 2010.

As a result, we have conducted a detailed review of our by-laws and are introducing a number of changes which will bring them into compliance with the new legislation, and otherwise improve our governance structure. Key amendments are summarized below. A copy of the complete by-laws is available for inspection by members at the Credit Union's branch.

These amendments have been approved by the Credit Union’s Board of Directors and must now be confirmed by the membership at the upcoming Annual General Meeting scheduled for March 22, 2010.

BOND OF ASSOCIATION
The proposed by-laws open up membership for ALL individuals of Estonian heritage regardless of residency. The requirement for the Board of Directors to specifically approve all individuals of non-Estonian heritage for membership, who are resident or employed in the Province of Ontario, is being repealed.

LANGUAGE
Languages of operation will be clarified to confirm that all official records and documents which are subject to review by regulators, external auditors and legal counsel will be maintained in English.

BOARD OF DIRECTORS

The size of the Board will be decreased from ten to nine.

QUALIFICATION OF DIRECTORS

Candidates for the Board of Directors must now:
I. disclose information concerning certain material contracts with the Credit Union prior to being elected to the board,
II. meet additional qualifications for directors as may be established in the Credit Union’s policies, and
III. not have served on the Board for more than five consecutive three-year terms commencing from the first Annual General Member Meeting in which these by-laws are approved.

To comply with the requirements in I. and II. above, nominations for new candidates must be submitted along with appropriate information to the board no less than 10 days in advance of a membership meeting which includes in its agenda the election of directors.

CALLING OF MEETINGS

A new requirement for the Board to meet at least four times in each fiscal year is introduced.

OTHER COMMITTEES

References to the credit committee are repealed and replaced with a general authority for the Board to appoint such other committees as it may deem advisable provide that the functions of any such committees are advisory only.

OFFICERS

As a minimum the Board must now appoint a Chair, a Corporate Secretary and a Chief Executive Officer. The Chair must be a director, the Corporate Secretary may be an employee or a director and the Chief Executive Officer must be an employee. The Board may, but is not obliged to appoint such other officers, as it may seem fit. Specific references to the Treasurer are repealed.

TERM LIMITS – BOARD CHAIR

The Chair may not serve as Chair for longer than nine consecutive one-year terms.

ANNUAL MEETING – ORDER OF BUSINESS

The fixed agenda under the current by-laws is replaced with the requirement for the Board to establish the order of business. The following items are required to be placed before the members:
I. audited financial statements of the Credit Union
II. the report of the Auditor
III. the report of the Audit Committee
IV. such other information respecting the financial position of the Credit Union and the results of its operations as the Board determines should be presented to the members.

NOTICE OF MEETING

The option of posting notice on the Credit Union’s web-site has been added, as has the ability to notify members by email. The notice must now:
I. include a summary of any proposed special resolution, including one to amend the Credit Union’s by-laws; and
II. provide sufficient detail to permit members to form a reasonable judgment on any matters to be considered at the meeting.

LENDING

Requirements for the Credit Union to apply to the Superintendent of Financial Services for, and make loans in accordance with specific lending licences has been replaced with the ability to make loans in accordance with the Act and the Credit Union’s lending policies.

Please note that while this summary is intended to cover significant areas for which amendments are being proposed, the proposed revisions also contain a number of changes that are more of a technical nature, the inclusion of which in this summary is not considered practical. Members are encouraged to refer to the actual text of the proposed by-laws, which may be obtained from the Credit Union’s branch.
 
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