BY-LAWS RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF LIMESTONE CREDIT UNION LTD. CONTENTS

Transcription

1 BY-LAWS RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF LIMESTONE CREDIT UNION LTD. CONTENTS 1. Interpretation 2. Membership 3. Business of the Credit Union 4. Directors 5. Committees 6. Officers 7. Meetings of Members 8. Protection of Director, Officers and Others 9. Membership Shares and Dividends 10. Lending 11. Information to Members 12. Notices 13. Effective Date

2 BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Limestone Credit Union Ltd. (hereinafter called the Credit Union) as follows: ARTICLE ONE INTERPRETATION 1.01 Definitions In the by-laws of the Credit Union, unless otherwise requires: 1. Act means the Credit Unions and Caisses Popularies Act, 1994 and the regulation and guidelines made pursuant thereto, as from time to time amended, and every statute that may be substituted therefor and, in the case of such substitution, any reference in the by-laws of the Credit Union to provisions in the new statute or statutes; 2. Articles means the articles of incorporation or other instrument by which the Credit Union in incorporated; 3. Appoint includes elect and vice versa; 4. Board means the board of directors of the Credit Union; 5. By-Laws means this by-law and all other by-laws of the Credit Union from time to time in force and effect; 6. Class 2 Credit Union means a credit union that, according to section 2 is a class 2 credit union; 7. Commercial Loan means a commercial loan described in section 52 of the Act; 8. Guarantee includes the issuance of a letter of credit; 9. Non-Business Day means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Ontario); 10. Personal Loan means a personal loan described in section 54 of the Act; 11. Recorded Address means in the case of a member his address as recorded in the members name and address register; and in the case of joint members the address appearing in the members name and address register in respect of such joint holding or the first address so appearing if there is more than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Credit Union; 12. Residential Mortgage Loan means a residential mortgage loan described in section 55 of the Act; 13. Residential Property means an individual condominium residential unit or a building with one to four units where at least on half of the floor area of the building is utilized as one or more private residential dwellings; 14. Risk Weighted Assets means the amount of the risk weighted assets as determined under section 18 of the Act; 15. Shares means membership shares issued by the Credit Union unless a form of share is specifically excluded in the by-laws or the context otherwise requires; 16. Signing Officer means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by paragraph 3.03 or by a resolution passed pursuant thereto; 17. Total Assets means total assets as determined under section 16 of the Act; All terms contained in the by-laws and which are defined in the Act shall have the meanings given to such terms in the Act. Class 2 Credit Union A credit union is a class 2 credit union if either of the following circumstances exist at any time after January 31, 2007: 1. The total assets of the credit union as set out in the audited financial statements of the credit union that were placed before its members at the most recent annual meeting are greater than or equal to $50 million. 2. The credit union makes one or more commercial loans O. Reg. 237/09. A credit Union becomes a class 2 credit union under subsection (1) on the first day on which either of the circumstances described in subsection (1) exists. O. Reg. 237/09. A credit union also becomes a class 2 credit union if, upon application by the credit union to the Corporation, the Corporation is satisfied that, (a) The credit union has established the policies required by section 189 of the Act with respect to investment and lending;

3 (b) Those policies are appropriate for the size and complexity of the credit union; (c) The credit union is in compliance with the Corporation s by-laws, including the by-law prescribing standards of sound business and financial practices; and (d) The credit union is in compliance with the minimum capital requirements that would apply under this Regulation if the credit union were a class 2 credit union. Once a credit union becomes a class 2 credit union, it remains a class 2 credit union in perpetuity. O. Reg. 237/ Gender, Plural, etc. In these by-laws, the singular shall include the plural and the plural shall include the singular; the masculine shall include the feminine and neuter genders; and the word person shall include individuals, bodies corporate, corporations, cooperative, companies, partnerships, syndicates, trusts, unincorporated organizations and any number or aggregate of persons. ARTICLE TWO MEMBERSHIP 2.01 Membership in the Credit Union shall be limited to: (a) Employees including retired employees of the Government of Canada, its Crown Corporations and agencies, residing in the City of Kingston and adjoining area. (b) Employees of Warkworth Institution. (c) Employees of the Credit Union. (d) related persons or entities of such members qualifying under any clause in this section 2.01 above and the Act and regulations. (e) persons or entities not otherwise qualifying for membership under the Credit Union s bond of association as long as the aggregate number of such members does not exceed 3% of the number of members of the Credit Union. (f) a person or entity who originally qualified for and became a member under clauses (a), (b), (c), or (d) above and who no longer qualifies under clauses (a), (b), (c) or (d) above. (g) any unincorporated association, corporation, partnership or government agency that is eligible for membership under the provisions of the Act and Regulations. (h) person(s) who reside or work in the Province of Ontario, subject to any conditions that may be imposed by the Act or any regulations passed thereunder Membership Application Application for membership shall be made in writing, and the Board of Directors may from time to time specify the form of such application Membership Shares No person shall become a member of the Credit Union until he or she has fully paid for 7 five dollar ($5.00) membership shares of the Credit Union, and that person s application for membership has been approved by the board of directors or by an employee authorized by resolution of the board of directors to approve such applications on its behalf Voting Rights Each member of the Credit Union has one vote at the membership meeting. No member of the Credit Union under the age of 18 years shall be entitled to vote Expulsion Where a member ceases for any reason to hold the required number of membership shares in the Credit Union, fails to abide by the Credit Union by-laws, or fails to repay indebtness to the Credit Union, the board of directors

4 may give 10 days advance notice to such member of intent to remove him from membership, personally or by prepaid mail addressed to him at his last known address according to the records of the Credit Union, and, after giving the member an opportunity to be heard, by resolution at a meeting not later than 90 days before the annual general meeting he may be expelled as a member. Subject to section 62(3) of the Act in respect of shares the Credit Union shall forthwith pay to anyone so removed from membership any balance standing to his credit on the books if the Credit Union Withdrawal Where a member wishes to withdraw from the Credit Union he shall give notice in writing of his intention to withdraw to the board of directors. Subject to section 62 of the Act and the articles, the Credit Union shall after deduction of all amounts due from the member to the Credit Union, remit the balance of his shares and deposits to such member within ninety days of giving notice of his attention to withdraw League Due On or before the first day of March in each year that the Credit Union is a member of a league, a yearly assessment as levied by the league, shall be paid by or on behalf of each person 18 years of age or over who was a member on December 31 st f the preceding year. Such yearly assessment may, at the discretion of the board, be deducted from member s deposit account, or be paid on behalf of all its said members from the profits of the Credit Union, or be partly deducted from the member s deposit account and partly from the profits of the Credit Union and the yearly assessment shall forthwith be paid to the league to assist in its financing Language The Credit Union s language of operation shall be in English Records Each member is entitled to a passbook or other record specifying the amount paid upon shares, deposits and loans by him. ARTICLE THREE - BUSINESS OF THE CREDIT UNION 3.01 Corporate Seal The Credit Union may have a corporate seal which shall be adopted and may be changed by resolution of the board Financial Year The financial year of the Credit Union shall be as determined by the board from time to time subject to all regulatory approvals Execution of Instruments Contracts, documents or instruments in writing requiring the signature of the Credit Union may be signed on behalf of the Credit Union by any two officers or directors and instruments in writing so signed shall be binding upon the Credit Union without any further authorization or formality. The board shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing. The seal of the Credit Union may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the board.

5 The term, contracts, documents, or instruments in writing as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, movable or immovable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures, notes or other securities and all paper writings. The signature or signatures of the Chair of the Board (if any), a Vice-Chair, the Secretary, the Treasurer, as Assistant Secretary, an Assistant Treasurer or any director of the Credit Union and/or any officer or officers, person or persons, appointed as aforesaid by resolution of the board may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise reproduced upon instruments in writing or bonds, debentures, notes or other securities of the Credit Union executed or issued by or on behalf of the Credit Union and all contracts, documents or instruments in writing or bonds, notes, debentures or other securities of the Credit Union upon which the signature or signatures of any of the foregoing officers or directors or persons authorized as aforesaid shall be so reproduced pursuant to special authorization by resolution of the board, shall be deemed to have been manually signed by such officers or directors or persons whose signatures or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers or directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or bonds, debentures, notes or other securities of the Credit Union Banking Arrangements Subject to section 3.05 and the Act, the banking business of the Credit Union, or any part thereof, including, without limitation, the borrowing of money and, subject to the Act, the giving of security therefor, shall be transacted with the league and such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of power as the board may from time to time by resolution prescribe or authorize Borrowing The Credit Union shall be authorized to borrow money on the credit of the Credit Union at such rates of interest and on such conditions as the board may determine, provided that the Credit Union shall not borrow in the aggregate an amount exceeding twenty-five per cent of its regulatory capital and deposits. ARTICLE FOUR DIRECTORS 4.01 Number of Directors and Quorum The number of directors of the Credit Union shall be seven (7). The quorum for the transaction of business at any meeting of the board shall be a majority of the number of directors then in office and or such greater number of directors as the board may from time to time by resolution determine. Term of Office, Chair The chair of the board shall hold office for such term as the by-laws provide. 2007, c. 7, Sched. 7, s. 62. Maximum Number The by-laws shall provide for a maximum number of consecutive terms for the chair of the board. 2007, c. 7, Sched. 7, s. 62.

6 Quorum A majority of the board constitutes a quorum. 1994, c. 11, s Qualification No person shall be qualified for election as a director if he/she is not a natural person; is less than 18 years of age; if he/she is not a member of the Credit Union, for a minimum of one year, and shall be a Canadian citizen or a person lawfully admitted to Canada for permanent residency who is ordinarily resident in Canada. No person who is disqualified under the Act shall be qualified for election as a director. A person is disqualified from being a director if he or she is not bondable or fails a CPIC (Canadian Police Information Centre) check or is a listed person under the federal United Nations Suppression of Terrorism Regulations or has been convicted under the Criminal code of Canada 4.03 Election and Term At every annual meeting of the Credit Union, after the first election of the board, an election shall be held to fill the places of members of the board whose terms of office have expired, and the members so elected shall hold office for three years, or until their successors in office are elected or appointed. No director shall serve more than five (5) consecutive three year terms Removal of Directors by Members Subject to provisions of the Act, the members may be special by special resolution passed at a meeting specially called for such purpose remove any director from office and the vacancy created by such removal shall be filled at the same meeting Vacation of Office A director ceases to hold office when he dies, resigns, becomes disqualified pursuant to the Act, is removed from office by the members of the Director of Credit Unions in accordance with the Act, or his term expires Vacancies Subject to the Act, a quorum of the board may fill a vacancy in the board. In the absence of a quorum of the board, the directors then in office shall forthwith call a special meeting of members to fill the vacancy. If the directors then in office fail to call such meeting or if there are no directors the in office, any member may call the meeting. If a vacancy occurs in the board and a quorum of director s remains, the directors remaining in office may appoint a qualified individual to fill the vacancy until the next annual meeting of the members of the credit union. 2007, c. 7, Sched. 7, s. 63. Same, No Quorum If there is not a quorum of directors in office, the remaining directors shall promptly call a general meeting of the members to fill the vacancies; in default of this or if there are no remaining directors, any member may call the meeting. 1994, c. 11, s. 97 (2). Ceasing to Hold Office A director ceases to hold office, at the end of the annual meeting at which his or her term of office expires or upon the election of a successor; when he or she dies or resigns; when he or she becomes ineligible to hold office under section 91 or 92; when he or she is removed from office under section 99, 100 or 101; when the Corporation replaces the board and appoints a person to assume the powers of the board under subsection 295 (1). 1994, c. 11, s. 98 (1); 2007, c. 7, Sched. 7, s. 64 (1). Date of Resignation A director s resignation becomes effective when the credit union receives the director s written resignation or at the time specified in the resignation, whichever is later. 1994, c. 11, s. 98 (2).

7 Notice if No Quorum of Directors The credit union shall notify the Superintendent if, after a director ceases to hold office, there is not a quorum of directors in office. 2007, c. 7, Sched. 7, s. 64 (2). Removal By Board If a director fails to attend three consecutive board meetings without, in the opinion of the board, reasonable cause or fails to perform any of the duties allotted to him or her as a director, the board may, by resolution, declare the director s position vacant. 1994, c. 11, s. 99. Removal By Members The members of a credit union may remove a director before his or her term of office expires. 1994, c. 11, s. 100 (1). Vote A director is removed from office by a special resolution passed at a general meeting of the members duly called for that purpose. 2002, c. 18, Sched. H, s. 3 (4). Notice The notice calling the meeting must state that the purpose of the meeting is to remove the director named in the notice. 1994, c. 11, s. 100 (3). Right to Make Representations At the meeting, the director is entitled to speak to the resolution calling for his or her removal and may do so personally or through a person authorized under the Law Society Act to represent the member. 2007, c. 7, Sched. 7, s. 65. Replacement If the members remove the director from office, they shall elect another director at the same meeting to hold office in his or her stead for the remainder of his or her term of office. 1994, c. 11, s. 100 (6). Removal by Superintendent The Superintendent may, by order, remove a director of a credit union if the Superintendent is of the opinion that the director is not suitable to hold office as a director on the basis of the character or competence of the director. 2007, c. 7, Sched. 7, s. 66. Risk of Prejudice In forming an opinion under subsection (1), the Superintendent must consider whether the interests of the members, depositors and creditors of the credit union have been or are likely to be prejudiced by the director s holding office. 2007, c. 7, Sched. 7, s. 66. Procedural Rules Section applies with respect to an order under this section. 2007, c. 7, Sched. 7, s. 66. Appeal to Tribunal The director who is subject to an order under this section may appeal the order to the Tribunal in accordance with section , c. 7, Sched. 7, s. 66. Statement RE: Opposition A director who opposes any proposed action or resolution by the directors or members is entitled to give the credit union a written statement setting out why he or she opposes the proposed action or resolution. 2007, c. 7, Sched. 7, s. 66. Circulation of Statement The credit union shall, within 30 days after receipt of the statement, send a copy of the statement to the Superintendent. 2007, c. 7, Sched. 7, s. 66. Immunity A credit union and a person acting on its behalf do not incur any liability by reason only of sending the statement as required by subsection (2). 2007, c. 7, Sched. 7, s. 66. Statement on Resignation A director who resigns is entitled to give the credit union a written statement setting out his or her reasons for resigning. 1994, c. 11, s. 103 (1).

8 Information to Superintendent and Corporation The Superintendent or the Corporation may require the director to provide such information relating to the resignation as the Superintendent or the Corporation, as the case may be, specifies and the director shall promptly do so. 2007, c. 7, Sched. 7, s. 67. Statement RE: Disagreement If a director resigns as a result of a disagreement with the other directors or the officers of a credit union, the director shall give the credit union, the Superintendent and the Corporation a written statement setting out the nature of the disagreement. 2007, c. 7, Sched. 7, s. 67. Advising Members That Statement Available The credit union shall, within 30 days after receipt of the statement under subsection (3), advise every member that a copy of the statement is available on request. 2007, c. 7, Sched. 7, s. 67. Method of Advising Members The advising of the members under subsection (4) may be by deliveries permitted under section 335 or by such other method as is provided for in the credit union s by-laws. 2007, c. 7, Sched. 7, s. 67. Duty to Give Copy of Statement The credit union shall give a copy of the statement to every member who requests it. 2007, c. 7, Sched. 7, s. 67. Immunity A credit union and a person acting on its behalf do not incur any liability by reason only of advising the members under subsection (4) or giving a copy of the statement to a member. 2007, c. 7, Sched. 7, s. 67. Auditors At each annual meeting, the members of the Credit Union shall appoint an Auditor. Auditors Tenure of Office The auditor appointed shall hold office until the next annual meeting, and if an appointment is not then made, the auditor in office shall continue in office until a successor is appointed. Auditor s Responsibility The Credit Union hereby delegate to such Auditor the responsibility for the examination of books of accounts and records, confirmation of cash instruments, property and securities, confirmation of the deposits of members and such other duties as are set out in the written agreement(s) between the Credit Union and the Auditor. Report of the Auditor The report of the Auditor to the members shall be read to the annual meeting and shall be open to inspection by any member of the Credit Union. Auditors Notice of Meetings The Auditor shall be given notice of all meetings of members of the Credit Union in the same manner in which members of the Credit Union are given notice and shall have the right to attend all meetings of members at which any financial statement of the Credit Union is to be discussed, for the purpose of explaining the statement of any part thereof Action by the Board The board shall manage or supervise the management of the business and affairs of the Credit Union. Subject to paragraph 4.08, the powers of the board may be exercised at a meeting at which a quorum is present. Where there is vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office Meeting by Telephone If all the directors of the Credit Union present or participating in the meeting consent, a director may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such means is deemed to be present at the meeting. Any such consent shall be effective with respect to all meetings of the board and of committees of the board in which a director holds office.

9 4.09 Place of Meeting Meetings of the board may be held at any place within Ontario Calling of Meetings Subject to the Act, meetings of the board shall be held from time to time on such day and at such time and at such place as the board, the Chair of the Board, a Vice-Chair or any two directors may determine and the Secretary, when directed by the board, the Chair of the Board, a Vice-Chair or any two directors shall convene a meeting of the board Notice of Meeting Notice of the date, time and place of each meeting of the board shall be given in the manner provided in paragraph to each director not less than 48 hours (exclusive of any part of a non-business day) before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A director may in any manner waive notice or otherwise consent to a meeting of the board First Meeting of New Board Provided quorum of the directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of members at which such board is elected Adjourned Meeting Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting Regular Meetings The board may appoint a day or days in any month or months for regular meeting of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the proof thereof or the business to be transacted thereat to be specified. The board is required to meet a minimum of 10 times in a fiscal year Votes to Govern At all the meetings of the board every question shall be directed by a majority of the votes cast on the question. In case of an equality of votes the chair of the meeting shall not be entitled to a second or casting vote Conflict of Interest Subject to the Credit Union s conflict of interest policy a director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, or is a spouse, parent, or child of an individual who is a party to, a material contract or transaction or proposed material contract or transaction with the Credit Union shall disclose in writing to the Credit Union or request to have entered in the time and in the manner provided by the Act. Any such contract or transaction or proposed contract or transaction shall be referred to the board for approval even if such contract is one that in the ordinary course of the Credit Union s business would not require approval by the board and a director interested in a contract so referred to the board shall not vote on or be present at any meeting considering any resolution to approve the same except as permitted by the Act Remuneration and Expenses The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for traveling and other expenses properly incurred by them in attending meetings of the members, or of the board or any committee thereof or otherwise in the performance of their duties.

10 ARTICLE FIVE - COMMITTEES 5.01 Committee of Directors The board may appoint a committee of the directors, however designated, and delegate to such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of directors has no authority to exercise Transaction of Business The powers of committee of directors may be exercised by a meeting at which a quorum is present Other Committees In addition to the Audit Committee, the Board may elect from its members one or more other Committees, however designated to such Committees any of the powers of the board, except those which, under the Act, a Committee has not authority to exercise. Procedures Subject to these by-laws and unless otherwise determined by the Board, each Committee shall have power to fix it s quorum at not less than a majority of its members, to elect its Chair, and to regulate its procedures. Limitation on Delegation The following powers cannot be delegated to a committee of the board: 1. Filling vacancies on the board or the audit committee. 2. Appointing or removing an officer or director of the credit union. 3. Appointing signing officers. 4. Adopting, amending or repealing by-laws. 5. Issuing securities except in the manner and on the terms authorized by the board. 6. Authorizing the payment of a commission upon the sale of shares. 7. Purchasing, redeeming or otherwise acquiring shares issued by the credit union. 8. Approving the financial statements. 9. Authorizing the purchase, sale, lease, exchange or other disposition of material assets. 10. Declaring dividends or patronage returns. When Member Ceases to be Member A person ceases to be a member of the audit committee of a credit union when he or she ceases to be a director or when he or she resigns from the committee or is replaced by the board. 2007, c. 7, Sched. 7, s. 75. Training Every member of an audit committee shall satisfy such training requirements or qualifications for audit committee members as are established by the credit union. 2007, c. 7, Sched. 7, s. 75. Meetings The audit committee shall hold a meeting no less frequently than once every quarter during each year and meetings may be called by the credit union s auditor, a member of the audit committee or any director. 2007, c. 7, Sched. 7, s. 75. Quorum A majority of the members of the audit committee constitutes a quorum. 2007, c. 7, Sched. 7, s. 75. Minutes The audit committee shall keep minutes of its meetings. 2007, c. 7, Sched. 7, s. 75.

11 Report to the Board The audit committee shall report to the board within 60 days after each committee meeting or at the next board meeting, whichever is earlier, setting out the results of the meeting. 2007, c. 7, Sched. 7, s. 75. Report to the Members The audit committee shall report to the members of the credit union at the annual meeting by a report containing such information as may be prescribed. 2007, c. 7, Sched. 7, s. 75. Powers and Duties of Audit Committee The audit committee has such powers and duties as are set out in this Act, prescribed by the regulations or set out in the by-laws. 2007, c. 7, Sched. 7, s. 75. Notification About Certain Matters The audit committee shall promptly notify the board, the credit union s auditor, the Corporation and the Superintendent if any of the following matters come to the attention of the committee: Funds, securities or other property of the credit union have been or may have been misappropriated or misdirected. The board, a director, an officer or an employee of the credit union has contravened or failed to comply with this Act, the regulations or the by-laws and the contravention or failure to comply materially affects the credit union. 2007, c. 7, Sched. 7, s Audit Committee The board of every credit union shall establish an audit committee composed of members appointed by the board from among the directors. 2007, c. 7, Sched. 7, s. 75. Appointment The board shall elect annually from amongst its numbers an audit committee to be composed of three directors. The audit committee shall have the powers and duties provided in the Act and the Regulations. Chair and Meetings The audit committee shall elect a Chair and meetings of the Audit Committee shall be at the call of the Chair, the Credit Union s auditor or a director, provided that the Audit Committee shall meet at least quarterly. Governance Sections 4.02, 4.04, 4.06, 4.08, 4.15 and 4.17 of this by-law apply with necessary amendments to the governance of the audit committee. Duties The audit committee shall perform such duties as are set out in the Act and the regulations shall monitor the board s conflict of interest policy Loans Officer 1. The Credit Union hereby establishes the position of Loans Officer. 2. The Board shall, from time to time, appoint one or more Loans Officers to consider all applications for loans, assist in the recovery of the overdue loans and act upon any application of a member for the postponement or the renegotiation of any or all loan payments. 3. The Loans Officer or Loans Officers appointed from time to time shall perform all of the duties of a Credit Committee prescribed in the Act. 4. So long as Article 5.06 (c) hereof remains in full force and effect, it is unnecessary for the Board to elect a Credit Committee.

12 5.06 Advisory Committee The board may from time to time appoint such other committees as it may deem advisable, but the functions of any other committees shall be advisory only Procedure Subject to this by-law and unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure. ARTICLE SIX - OFFICERS 6.01 Appointment The board shall appoint a Chair of the Board and a Corporate Secretary and may appoint from time to time, one or more Vice-Chairs (to which title may be added words indicating seniority or function), a Treasurer and such other officers as the board may determine, and including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business affairs of the Credit Union. Subject to paragraph 6.02, an officer may but need not be a director and one person may hold more than one office. In case and whenever the same person holds the offices of Corporate Secretary and Treasurer, he may but not be known as Secretary- Treasurer. All officers shall sign such contracts, documents, or instruments in writing as require their respective signatures. In the case of the absence or inability to act of any officer or for any other reason that the board may deem sufficient, the board may delegate all or any of the powers of such officer to any other officer or to any director for the time being Chair of the Board The Chair of the Board shall be director and shall, when present, preside at all meetings of the board and committees of the board other than the Audit Committee. The Chair of the Board shall be vested with and may exercise such powers and shall perform such other duties as may from time to time be assigned to him by the board. During the absence or disability of the Chair of the Board, his duties shall be performed and his powers exercised by the Vice-Chair. Term of the Chair of the Board The Chair of the Board shall serve for a one (1) year term Vice-Chair Each Vice-Chair shall have such powers and duties as the board or the Chair may specify. The Vice-Chair or, if more than one, the Vice-Chair designated from time to time by the board or by the Chair, shall be vested with all the powers and shall perform all the duties of the Chair in the absence or inability or refusal to act of the Chair, provided, however, that a Vice-Chair who is not a director shall not preside as chair at any meeting of the board and that a Vice-President who is not a director and member shall not preside as chair at any meeting of members Corporate Secretary The Corporate Secretary shall give or cause to be given as and when instructed, all notices to members, directors, officers, auditors and members of committees of the board; he shall be the custodian of all books, papers, records, documents and instruments belonging to the Credit Union, except when some other officer or agent has been appointed for that purpose; he shall ensure that the records of the by-laws of the Credit Union and the minutes of meetings of the board are kept up to date; and shall have such other powers and duties as the board may specify Treasurer The Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Credit Union; he shall

13 render to the board whenever required an account of all his transactions as Treasurer and of the financial position of the Credit Union; and he shall have such other powers and duties as the board may specify. Unless and until the board designates any other officer of the Credit Union to be the Chief Financial Officer of the Credit Union, the Treasurer shall be the Chief Financial Officer of the Credit Union Powers and Duties of Other Officers The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercise and performed by such assistant, unless the board otherwise directs Variation of Powers and Duties The board may from time to time and subject to provisions of the Act, vary, add to or limit the powers and duties of any officer Term of Office The board, in its discretion, may remove any officer of the Credit Union from his office with or without cause, without prejudice to such officer s rights under any employment contract. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until the earlier of his resignation or death Terms of Employment and Remuneration The terms of employment and the remuneration of an officer appointed by the board shall be settled by it from time to time. The fact that any officer or employee is a member of the Credit Union shall not disqualify him from receiving such remuneration as may be so determined Conflict of Interest An officer shall disclose his interest in any material contract or transactions or proposed material contract or transaction with the Corporation in accordance with paragraph Agents and Attorneys The board shall have power from time to time to appoint agents or attorneys for the Credit Union in or outside Canada with such power of management or otherwise (including the powers to sub delegate) as may be thought fit Fidelity Bonds Subject to the Act, the board shall require officers, employees and agents of the Credit Union to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine but no director shall be liable for failure to require any such bond for the insufficiency of any such bond or for any loss by reason of the failure of the Credit Union to receive any indemnity thereby provided. ARTICLE SEVEN - MEETINGS OF MEMBERS 7.01 Annual Meeting The annual meeting of the Credit Union shall be held within 120 days following the fiscal year-end, at such time and at such place within 20 miles from the head office of the Credit Union as the directors may be resolution determine Order of Business at an Annual Meeting The order of business at annual meetings of the Credit Union shall be as follows: a) Roll call or registration of members; b) Adoption of the minutes of the last meeting;

14 c) Report of the board of directors d) Report of the treasurer on the financial statements; e) Report of the Audit Committee; f) Report of the Auditor; g) Report of the loans officer; h) Unfinished business; i) New business, including elections; j) Adjournment 7.03 Notice of Meeting Notice of all meetings of the Credit Union shall be given by the Corporate Secretary, who shall, not later than ten days before the date of the meeting or earlier than fifty days before the date of the meeting, give notice of the meeting to each member of the Credit Union, who on the record date for notice appears on the record of the Credit Union as a member, by posting a notice of the meeting in each office of the Credit Union, and either a) sending the notice by prepaid mail to the recorded address of the member, b) delivering the notice to the place of the member, or c) by publishing the notice in a newspaper that is circulated in the community in which the head office of the Credit Union is situated Record Date The board may fix in advance a date preceding the date of any meeting members by no more than 50 days and not less than 10 days, as a record date for the determination of the members entitled to notice of the meeting, provided that notice of such record date shall be given not less than seven days before such record date by newspaper advertisement. If no record date is fixed, the record for determining the members entitled to notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given Accidental Omission There notice of a meeting is received generally by the members of the Credit Union, the accidental omission to give notice to any member thereof, or the non-receipt of the notice be any member thereof, shall not invalidate any resolution passed or any proceedings taken at the meeting. The notice shall specify that copies of the financial statements and the reports of the audit committee, the auditor and the loans officer shall be available at the meeting and at the offices of the Credit Union ten days before the date of the meeting Quorum At the meetings of the members of the credit union 20 members shall constitute a quorum but if no quorum is present, the presiding officer of the meeting shall adjourn the meeting to a date not less than seven or more than fifteen days thereafter, and the decision of the adjourned meeting shall be binding upon the credit union regardless of the number of members then present, provided that notice of the adjourned meeting shall be given by the secretary in the manner herein provided, at least seven days prior to the date of the adjourned meeting New Business At all meeting of the members of the Credit Union, only the business stated in the notice calling such meeting may be transacted. In particular and without limiting the generality of the foregoing, due notice shall be given of any proposed by-law amendments Elections Every member who receives notice of the meeting of members shall be entitled to one vote thereat. Elections shall be ballot, and if a poll is demanded on any question, it too shall be taken by ballot. A demand for a poll may be withdrawn.

15 7.09 Show of Hands Every question submitted to any meeting of members except for an election and unless a poll is demanded or required shall be decided in the first instance by a show of hands. In the case of an equality of votes, the Chair of the meeting shall both on a show of hands and at a poll have a second of casting vote in addition to the vote or votes to which he may be entitled as a member. At any meeting, unless a poll in demanded, a declaration by the chairman of the meeting that a resolution has been carried unanimously or by a particular majority, or lost or not carried by a particular majority, shall be conclusive evidence of the fact Joint Members a) Where two or more persons hold the same share of share jointly, any one of the such persons present at the meeting of members 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, they shall vote together as one on the share or shares jointly held by them. b) Two or more persons jointly holding enough membership shares to entitle each of them to be a member in his or her own right are all considered as separate members Proxies A member of the Credit Union which is Her Majesty the Queen, a corporation, a partnership or and unincorporated associated shall only cast its vote as a member through a written proxy produced at the meeting, signed by the president or other head officer or by the vice-president or secretary or treasurer of such entity and appointing some one or more persons to cote on its behalf. Any person so appointed need not be a member of the Credit Union. Any such proxy shall cease to be valid after the expiration of one year from its date, or the end of the meeting for which it was expressly granted, whichever is earlier Nominations Nomination for a member for each office to be filled by election at the annual meeting shall be made from amongst members by filing notice thereof, in writing, with the Nominating Committee, in care of the Credit Union no later than 5:00 p.m. in the afternoon 10 days prior to the AGM, provided the nomination shall not include the Manager or any full time or part time employees, Board or Committee Members of another credit union, ex-employee(s), their spouse(s), parents, children, or related person as defined in the Act, for a five year period from the date of termination. All nominations shall be accepted and approved by the nomination committee. Notice of forthcoming vacancies shall be posted as they are received in the registered place of business of the Credit union at least 60 days before the annual meeting of the credit union A list of the nominations so made shall be posted as they are received in the registered office of the credit union Only nominations made in accordance with this section shall be placed before the annual meeting. Such nominations shall be filed by the Chairperson of the Committee and the Secretary, in the manner prescribed by paragraph 8.13 hereof Proposals Upon receipt of a proposal from a member to raise an issue at the annual meeting and a request that a statement in relation to the issue be attached to the notice of meeting, the board shall within 10 days of its receipt meeting to consider whether or not the proposal is to be included in the notice of meeting and where the board refuses to include the proposal in the notice of meeting, the Chair of the Board shall notify the member submitting it of the refusal, and give reasons therefore.

16 7.14 Requisitions Upon the written request of 5% of the members stating the general nature of the business to be presented at the meeting, the board of directors shall call a general meeting of the Credit Union, for the transaction of the business, not later than 21 days from the date the written request was deposited at the head office, and such meeting shall be held within 60 days from the date of the deposit of the requisition. ARTICLE EIGHT - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 8.01 Submission of Contracts or Transactions to Members for Approval The board in its discretion may submit any contract, act or transaction for approval, ratification or confirmation at any meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Credit Unions articles or any other by-law) shall be as valid and as binding upon the Credit Union and upon all the members as though it had been approved, ratified or confirmed by every member of the Credit Union Indemnity Subject to the limitations contained in the Act, the Credit Union shall indemnify a director, officer, or committee member, a former director or officer or committee member, or a person who acts or acted at the Credit Union s request as a director or officer of a body corporate of which the Credit Union is or was a member, shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including as amount paid to settle an action or satisfy a judgment, reasonable incurred by him in respect of any civic, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Credit Union or such body corporate, is a) he acted honestly and in good faith with a view to the best interest of the Credit Union, and b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for a believing that his conduct was lawful. The Credit Union shall also indemnify such person in such other circumstances as the Act permits or requires Insurance Subject to the Act, the Credit Union may purchase and maintain insurance for the benefit of any person referred to in paragraph 8.02 against such liabilities and in such amounts as the board may from time to time determine. ARTICLE NINE - MEMBERSHIP SHARES AND DIVIDENDS 9.01 Share Certificates The Credit Union shall not issue certificates for membership shares, provided that a member shall be entitled to a statement of the number of membership shares held by the member upon request Dividends and Loan Interest Rebates Subject to the provisions of the Act, the board may from time to time declare dividends rebates of interest of loans or bonus interest on deposits payable to member according to their respective rights and interest in the Credit Union Unclaimed Dividends Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Credit Union.

17 ARTICLE TEN LENDING Lending Subject to the Act and its Investment and Lending Policy, the Credit Union is authorized to make the following type(s) of loans, as each is defined by the Act: 1. Bridge Loan 2. Commercial Loan 3. Institutional Loan 4. Personal Loan 5. Residential Mortgage Loan 6. Syndicated Loan, whether or not when acting as a syndicating credit union 7. Loan to an unincorporated association ARTICLE ELEVEN INFORMATION AVAILABLE TO MEMBERS Annual Statements Every member applying in writing therefore shall be entitled to receive a copy of the Credit Unions annual statement. Copies of the annual statements of the Credit Union shall be open to inspection by the members and to make extracts thereof during normal business hours free of charge Members Registers A member shall be entitled to have access to or review the members register at the head office of the Credit Union during normal business hours on not less than 3 full business days written notice to the Credit Union by such member Information Available to Members Except as provided by the Act, no member shall be entitled to discovery of any information respecting any details or conduct of the Credit Union s business which in the opinion of the directors it would be inexpedient in the interests of the Credit Union to communicate to the public Directors Determination The directors may from time to time, subject to the rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Credit Union or any of them shall be open to the inspection of members and no member shall have any right to inspect any document or book or register or accounting record of the Credit Union except as conferred by statute or authorized by the board or by a resolution of the member in general meeting Copy of By-Laws A member of the Credit Union shall be entitled to a copy of the by-laws upon payment of the fee of ten dollars, or such lesser amount as the board of directors may from time to time establish Real Estate Subject to provisions of the Act, the Board of Directors may, for the purpose of carrying out the objects of the Credit Union, authorize by resolution: 1. The acquisition, in the name of the Credit Union, by purchase or otherwise, and the holding of any real property or interest therein necessary for the present or future use of, and occupation by the Credit Union 2. The construction, maintenance and alteration of any building therein; and 3. The lease, sale, alienation or conveyance of any real property or interest therein so acquired and held.

18 ARTICLE TWELVE - NOTICES Method of Giving Notices Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a member, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered to his recorded address or if mailed to him at his recorded address by prepaid mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Corporate Secretary may change or cause to be changed the recorded address of any member, director, officer, auditor or member or a committee of the board in accordance with any information believed by him to be reliable Signature to Notices The signature of any director or officer of the Credit Union to any notice or document to be given be the Credit Union may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed Proof of Service A certificate of the Chair, a Vice-Chair, the Corporate Secretary or the Treasurer or of any officer of the Credit Union in office at the time of the making of the certificate as to the facts in relation to the mailing or delivery of any notice or other document to any member, director, officer or auditor of publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Credit Union as the case may be Notice to Joint Account/Shareholders All notices with respect to membership shares and account registered in more than one name shall, is more than one address appears on the records of the Credit Union in respect of such joint holdings, be given to all such joint members at the first address so appearing, and notice so given shall be sufficient notice to the holders or such membership shares or accounts Computation of Time In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event both the date of giving the notice and the date of the meeting or other event shall be excluded Undelivered Notices If any notice given to a member pursuant to paragraph is returned on three consecutive occasions because he cannot be found, the Credit Union shall not be required to give any further notices to such member until he informs the Credit Union in writing of the new address Omissions and Errors The accidental omission to give any notice to any member, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person of any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise found thereon Deceased Members Any notice or other delivered or sent by post or left at the address of any member as the same appears in the records of the Credit Union shall notwithstanding that such member be then deceased, and whether or not the Credit Union has notice of his decease, be deemed to have been duly served in respect of the membership shares held by such member (whether held solely or with any person or persons) until some other person be entered in his stead in the records of the Credit Union as the holder or one of the holders thereof and

19 such service shall for all purposes be deemed a sufficient service of such notice or document on his heirs, executors or administrators and on all persons, if any, interested with him in such membership shares Persons Entitled by Death or Operation of Law Every person who, by operation of law, transfer, death of a member or any other means whatsoever, shall be entitled to any membership share, shall be bound by every notice in respect of such membership share which shall have been duly given to the member from whom he derives his title to such share prior to his name and address being entered on the membership register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Credit Union the proof of authority or evidence of his entitlement as prescribed by the Act Waiver of Notice Any member or shareholder (or his duly appointed proxy holder), director, officer, auditor or member of a committee of the board or advisory committee may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the board or of a committee of the board which may be given in any manner. ARTICLE THIRTEEN - EFFECTIVE DATE Effective Date Subject to the Act, these by-laws shall come into force upon being passed by the board and confirmed by a special resolution of the members Repeal All by-laws previously enacted are revoked upon the coming into force of these by-laws. Chair Corporate Secretary PASSED by the Board of Directors of Limestone Credit Union Ltd. previously known as Federal Employees (Kingston) Credit Union Ltd. this 10th day of March WITNESS the corporate seal of the Credit Union CONFIRMED by two thirds of the votes cast an Annual General Meeting. The members of Limestone Credit Union Ltd. previously known as Federal Employees (Kingston) Credit Union Ltd. duly held at Kingston, Ontario, this 10th day of March FILED with the Director of Credit Unions this 11th day of March, 2015.