Bahamas Co-Operative Credit Unions Act 2015

# EXTRAORDINARY OFFICIAL GAZETTE THE BAHAMAS PUBLISHED BY AUTHORITY

NASSAU 12th May, 2015

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# BAHAMAS CO-OPERATIVE CREDIT UNIONS ACT, 2015

## Arrangement of Sections

| Section | Title |
|---------|-------|
| **PART I - PRELIMINARY** | 6 |
| 1. Short title and commencement | 6 |
| 2. Interpretation | 6 |
| 3. Application of Act and use of the words “co-operative credit unions” | 8 |
| 4. Co-operative principles | 9 |

| **PART II - ADMINISTRATION OF CO-OPERATIVE CREDIT UNIONS** | 10 |
| 5. Central Bank to administer the Act | 10 |
| 6. Annual report | 11 |

| **PART III - REGISTRATION OF CO-OPERATIVE CREDIT UNIONS** | 11 |
| 7. Register of co-operative credit unions | 11 |
| 8. Application for registration | 11 |
| 9. Conditions for registration | 12 |
| 10. Registration of a co-operative credit union | 13 |
| 11. Certificate of registration | 14 |
| 12. A co-operative credit union to be a body corporate | 14 |
| 13. Display of certificate | 14 |
| 14. Suspension and cancellation of registration | 14 |
| 15. Records | 15 |
| 16. Exemption of small co-operative credit unions | 16 |

| **PART IV – FIRST ANNUAL GENERAL MEETING, ANNUAL GENERAL MEETING, ETC.** | 17 |
| 17. First annual general meeting | 17 |
| 18. Annual general meetings | 17 |
| 19. Special general meetings | 17 |
| 20. Notice of meeting | 18 |
| 21. Annual declaration | 18 |
| 22. Quorum | 19 |
| 23. Delegates | 19 |

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## PART V - RIGHTS AND LIABILITIES OF MEMBERS

| Section | Title |
|---------|-------|
| 24. Qualifications for membership | 20 |
| 25. Application for membership | 20 |
| 26. Membership requirements | 21 |
| 27. Register of members and shares | 21 |
| 28. Withdrawal of membership | 21 |
| 29. Voting rights | 21 |
| 30. Liability of current members | 21 |
| 31. Cessation of membership | 22 |

## PART VI - BUSINESS OF CO-OPERATIVE CREDIT UNIONS

| Section | Title |
|---------|-------|
| 32. Shares | 22 |
| 33. Dividend, bonus etc. | 22 |
| 34. Limitations on shareholding | 23 |
| 35. Transfer of shares generally | 23 |
| 36. Transfer of shares of a member who is of unsound mind | 24 |
| 37. Lien on shares | 24 |
| 38. Restriction on transfer of equity share or interest in capital | 24 |
| 39. Power of nomination | 24 |
| 40. Transfer of share or interest on death | 25 |
| 41. Creation and execution of a charge | 26 |
| 42. Enforcement of a charge | 27 |
| 43. Assignment of a charge | 27 |
| 44. Bond as additional security for loan | 28 |
| 45. Dormant accounts | 28 |

## PART VII - DIRECTORS AND OFFICERS

| Section | Title |
|---------|-------|
| 46. Provisional Directors | 29 |
| 47. Board of Directors | 30 |
| 48. Establishment and appointment of committees | 31 |
| 49. Election of Directors, etc. | 32 |
| 50. Disqualifications of Directors | 32 |
| 51. Meetings of directors | 33 |
| 52. Minutes of meetings | 34 |
| 53. Duty of care of director and officer | 34 |
| 54. Employment of directors and committee members | 34 |
| 55. Insurance for directors, committee members, etc. | 34 |
| 56. Misuse of confidential information | 35 |
| 57. Liability of directors | 35 |
| 58. Remuneration | 36 |
| 59. Ceasing to hold office | 36 |
| 60. Removal of directors | 37 |

## PART VIII - INVESTMENTS AND BORROWINGS

| Section | Title |
|---------|-------|
| 61. Investment of funds | 37 |

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## PART IX - DEPOSITS, STATUTORY REQUIREMENTS

| Section | Title |
|---------|-------|
| 62. Borrowing Limits | 37 |
| 63. Deposits | 38 |
| 64. Credit facilities | 38 |
| 65. Statutory reserve, liquidity deposit and stabilization funds, and disposal thereof | 38 |

## PART X - LOANS

| Section | Title |
|---------|-------|
| 66. Loans by co-operative credit unions | 39 |
| 67. Provisions for doubtful loans | 40 |
| 68. Loan approval | 40 |
| 69. Security for loans | 40 |
| 70. Loan limits | 40 |
| 71. Reporting loans | 40 |
| 72. Interest on loans | 40 |

## PART XI - CREDIT COMMITTEE

| Section | Title |
|---------|-------|
| 73. Credit committee | 41 |
| 74. Duties of credit committee | 41 |
| 75. Ceasing to be a member of the credit committee | 41 |
| 76. Removal by members | 42 |
| 77. Officer to approve loan | 42 |
| 78. Credit committee reports | 42 |

## PART XII - SUPERVISORY COMMITTEE

| Section | Title |
|---------|-------|
| 79. Supervisory committee | 43 |
| 80. Duties of the supervisory committee | 43 |
| 81. Compliance officer | 44 |
| 82. Internal Audit Function | 44 |
| 83. Misappropriation, etc. | 45 |
| 84. Ceasing to be a member of the supervisory committee | 46 |
| 85. Removal by members | 46 |

## PART XIII - AUDIT, INQUIRY AND INSPECTION

| Section | Title |
|---------|-------|
| 86. Submission of returns | 47 |
| 87. Duties and powers of Inspector | 48 |
| 88. Power of search | 49 |
| 89. Notice of Insolvency | 51 |
| 90. Dissolution of Board | 52 |

## PART XIV - DISPUTES AND APPEALS

| Section | Title |
|---------|-------|
| 91. Registered Co-operative Credit Unions Appeal Tribunal | 54 |
| 92. Settlement of disputes | 54 |
| 93. Case stated on question of law | 56 |

## PART XV - RESTRUCTURING OF CO-OPERATIVE CREDIT UNIONS

| Section | Title |
|---------|-------|
| 94. Methods of restructuring | 56 |
| 95. Amalgamation of co-operative credit unions | 56 |
| 96. Transfer of assets of co-operative credit unions | 57 |
| 97. Claims of objecting creditors | 57 |

## PART XVI - WINDING UP AND ANCILLARY MATTERS

| Section | Title |
|---------|-------|
| 98. Winding up | 57 |
| 99. Winding up by virtue of reduced membership | 58 |
| 100. Voluntary winding up | 58 |
| 101. Power of Central Bank pursuant to a winding up order | 59 |
| 102. Powers of a liquidator | 59 |
| 103. Power of Central Bank to control liquidator | 60 |
| 104. Cancellation of registration consequent upon winding up | 61 |
| 105. Disposal of surplus assets | 61 |
| 106. Power of Central Bank to surcharge officers etc. of a co-operative credit union | 61 |
| 107. Attachment of property | 62 |
| 108. Enforcement | 63 |
| 109. Limitation of jurisdiction of civil court | 63 |

## PART XVII - APEX BODY

| Section | Title |
|---------|-------|
| 110. Establishment and constitution of Apex Body | 63 |
| 111. Functions of Apex Body | 63 |
| 112. Management | 64 |
| 113. Consultation with the Central Bank | 64 |

## PART XVIII - OFFENCES

| Section | Title |
|---------|-------|
| 114. Corrupt practices and bribery | 64 |
| 115. Falsely obtaining property of co-operative credit union | 65 |
| 116. Failure to comply with the Act, etc. | 65 |
| 117. Dealing in property subject to charge | 66 |
| 118. Offences with respect to reports | 66 |

## PART XIX - MISCELLANEOUS

| Section | Title |
|---------|-------|
| 119. Confidentiality | 67 |
| 120. Evidence of documents and entries in books | 68 |
| 121. Exemption from stamp duties and other fees | 68 |
| 122. Non-application of certain Acts | 69 |
| 123. Regulations | 69 |
| 124. Fees | 69 |

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## PART XX - TRANSITIONAL PROVISIONS

| Section | Title |
|---------|-------|
| 125. Transitional provisions | 69 |
| 126. Power to amend bye-laws | 70 |

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# BAHAMAS CO-OPERATIVE CREDIT UNIONS ACT, 2015

**AN ACT TO PROVIDE FOR THE CONTINUANCE, REGISTRATION, SUPERVISION AND MANAGEMENT OF CO-OPERATIVE CREDIT UNIONS AND FOR CONNECTED PURPOSES**

[Date of Assent - 12th May, 2015]

Enacted by the Parliament of The Bahamas

## PART I - PRELIMINARY

### 1. Short title and commencement.

(1) This Act may be cited as The Bahamas Co-operative Credit Unions Act, 2015.

(2) This Act shall come into force on such date as the Minister may appoint by Notice, published in the Gazette.

### 2. Interpretation.

(1) In this Act —  
“Apex Body” means the National League or other like body for co-operative credit unions referred to under section 111;  
“Board” means the board of directors of a co-operative credit union referred to under section 47;

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“bonus” means the equitable return to a member of a co-operative credit union from net surplus after allocation to the statutory reserve and the stabilization fund;  
“bye-laws” mean the registered bye-laws made by a co-operative credit union pursuant to this Act;  
“capital” means the statutory reserves, retained earnings, qualifying shares and equity shares of a co-operative credit union;  
“Central Bank” means the Central Bank of The Bahamas established under section 3 of the Central Bank of The Bahamas Act (Ch. 351);  
“co-operative credit union” means a voluntary, co-operative, non-profit financial institution that may accept savings deposits and provide other financial services to members pursuant to the provisions of this Act, and “credit union” shall be construed accordingly;  
“deposit” means the unpaid balance of money or its equivalent received or held by a co-operative credit union from or on behalf of a person in the usual course of business and for which the institution has given or is obliged to give credit to that person’s checking, saving, demand or time account or for which the institution has issued a certificate, receipt, cheque, money order, draft or other instrument in respect of which it is primarily liable;  
“director” means a member of the Board;  
“dividend” means a payment made to members from the net surplus of a co-operative credit union divided among members in proportion to the qualifying and equity shares;  
“domestic regulatory authority” means an authority in The Bahamas that regulates or supervises financial institutions;  
“equity shares” mean those shares held by a member that are in excess of the qualifying shares, the value of which are prescribed by bye-laws;  
“foreign regulatory authority” means an authority in a jurisdiction outside The Bahamas that regulates or supervises foreign financial institutions;  
“Governor” means the person appointed as Governor under the Central Bank of The Bahamas Act (Ch. 351);  
“Inspector” means the Office of Inspector of Banks and Trust Companies established under section 13 of the Banks and Trust Companies Act (Ch. 316);  
“liquidity deposit” means funds maintained by a co-operative credit union to ensure that it can meet its commitments with respect to

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loans, withdrawals of deposits, and payment of accounts to fund its operations;  
“management” means persons who are employed by the Board or such committee so designated by the Board to manage the operations of the co-operative credit union;  
“Minister” means the Minister responsible for Finance;  
“non-profit company” has the meaning assigned to it under the Companies Act (Ch. 308);  
“patronage rebate” means the returns to members of a co-operative credit union from net surplus, allocated in proportion to the volume of business each individual has done with the co-operative credit union during the preceding financial year;  
“provisional directors” mean members of the Steering Committee who will hold office after registration, and until the Board is elected at the first annual general meeting;  
“qualifying shares” mean the mandatory, non-withdrawable minimum shares to be purchased by an approved applicant to be admitted;  
“Registrar General” means the person appointed as Registrar General under section 4 of the Registrar General Act (Ch. 186);  
“stabilization fund” means a facility to provide technical assistance advice and limited financial assistance to co-operative credit unions that are insolvent or likely to become insolvent;  
“statutory reserve” means funds allocated from retained earnings solely for the purpose of increasing and enhancing capital until total statutory reserves equal ten percent of the total assets.

(2) In this Act, a reference to the Registrar General shall also be construed as a reference to any other public officer who has the responsibility for the receipt and registration of documents relating to co-operative credit unions.

### 3. Application of Act and use of the words “co-operative credit unions”.

(1) This Act applies to co-operative credit unions registered under this Act or deemed, by virtue of section 126(1), to be registered under this Act.

(2) No person other than a registered co-operative credit union shall trade or carry on business under any name or title of which the words “co-operative credit union” or “co-operative credit unions” or any abbreviation thereof, is a part.

### 4. Co-operative principles.

(1) A co-operative credit union registered under this Act shall comply with the co-operative principles specified under subsection (2).

(2) For the purpose of this Act, a co-operative credit union complies with the co-operative principles if —  
(a) no member or delegate has more than one vote;  
(b) no member or delegate is entitled to vote by proxy;  
(c) its business is carried on primarily for the benefit of its members;  
(d) its membership is voluntary and available without any artificial restriction or any unlawful basis of discrimination to any person who can use its services and is willing to accept the responsibilities of membership;  
(e) the limit on dividends on share capital and qualifying shares that it pays does not exceed the rate prescribed in the bye-laws;  
(f) any surplus or savings out of the co-operative credit union’s operations is used for one or more of the following purposes —  
(i) to develop its business;  
(ii) to provide or improve common services to members;  
(iii) to be distributed among members in proportion to their patronage with the co-operative credit union;  
(iv) to educate its members, officers or employees or the general public on the principles and techniques of economic and democratic co-operation;  
(v) to be contributed to non-profit charitable benevolent organizations;  
(vi) to be contributed to equity until total equity equals ten percent of total assets; and  
(vii) to pursue co-operation with other co-operative credit unions.

(3) Without prejudice to subsection (1), a co-operative credit union may, with the permission of the Central Bank, do all other acts and things as are incidental or conducive to or consequential to the attainment of its objectives.

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## PART II - ADMINISTRATION OF CO-OPERATIVE CREDIT UNIONS

### 5. Central Bank to administer the Act.

(1) The Central Bank is responsible for —  
(a) the general administration of this Act;  
(b) determining the financial soundness of co-operative credit unions;  
(c) supervising co-operative credit unions;  
(d) registering co-operative credit unions;  
(e) protecting members’ deposits and shares from undue loss;  
(f) monitoring compliance of co-operative credit unions with the provisions of this Act or any other relevant law; and  
(g) monitoring the conformity by co-operative credit unions with the co-operative principles referred to under section 4.

(2) In the discharge of its responsibilities under this Act, the Central Bank may —  
(a) process applications and issue certificates of registration to new co-operative credit unions;  
(b) vary, restrict or revoke certificates of registration;  
(c) establish prudential criteria to be met by co-operative credit unions;  
(d) obtain information in such form as the Central Bank may require, in writing, from time to time;  
(e) perform assessments of the risk profile and the safety and soundness of co-operative credit unions;  
(f) conduct on-site examinations of co-operative credit unions and submit to the relevant co-operative credit union, any report produced from the examinations conducted;  
(g) conduct continuous off-site assessment of the financial condition and performance of co-operative credit unions;  
(h) prepare and issue guidelines concerning prudential standards and for the prevention of money laundering and financing of terrorism;  
(i) take any other action deemed necessary to ensure the soundness of the co-operative credit union industry in accordance with this Act.

(3) Where the Central Bank has reasonable grounds to believe that an affiliate or officer of a co-operative credit union commits or pursues or is about to commit or pursue any act or course of conduct that is detrimental to the

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interests of its members or depositors, or violates any of the provisions of this Act, the regulations, or bye-laws, the Central Bank may direct the co-operative credit union to rectify such acts or course of conduct.

### 6. Annual report.

The Central Bank shall include in its annual report, pursuant to section 32 of the Central Bank of The Bahamas Act (Ch. 351), information relating to the performance of the co-operative credit union industry.

## PART III - REGISTRATION OF CO-OPERATIVE CREDIT UNIONS

### 7. Register of co-operative credit unions.

(1) The Central Bank shall keep and maintain a register of co-operative credit unions to which the Central Bank has issued certificates of registration to carry on business in The Bahamas or which are deemed to be registered pursuant to section 126 (1).

(2) The register shall contain the following particulars relating to a co-operative credit union —  
(a) the name of the co-operative credit union;  
(b) the registration number of the co-operative credit union;  
(c) the address of the co-operative credit union;  
(d) the date of the registration of the co-operative credit union;  
(e) such other particulars as the Central Bank may determine.

(3) A co-operative credit union registered or deemed to be registered under this Act shall inform the Central Bank of any change in that co-operative credit union’s address or in any other particulars relating to that co-operative credit union.

### 8. Application for registration.

(1) No co-operative credit union may commence business unless it is registered under this Act.

(2) Subject to subsection (3), an application for registration under this Act shall be submitted to the Central Bank in such form as the Central Bank may determine.

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(3) An application for registration under subsection (2) shall be signed by at least thirty persons who desire to be members of a co-operative credit union and who satisfy the requirements for membership under this Act.

(4) An application for registration made pursuant to subsection (2) shall —  
(a) be accompanied by —  
(i) the prescribed application fee;  
(ii) two copies of the bye-laws;  
(iii) a business plan for the first three years of operation providing a detailed explanation of actions which the co-operative credit union intends to accomplish and the primary functions of the co-operative credit union; and  
(iv) such other information relating to the co-operative credit union as the Central Bank may determine;  
(b) be submitted in duplicate;  
(c) include —  
(i) the proposed name of the co-operative credit union;  
(ii) the street address of the co-operative credit union’s principal place of business;  
(iii) a declaration that the co-operative credit union’s term of existence is perpetual;  
(iv) a declaration of the co-operative credit union’s fiscal year;  
(v) the aggregate value of all initial shares;  
(vi) the name and address of, and the number of non-withdrawable qualifying shares subscribed by, each organizer;  
(vii) the number of directors constituting the initial Board and the name and address of each person who will serve as a director until the first annual meeting; and  
(viii) the defining bond of association shared by the members of the co-operative credit union at the time of registration.

### 9. Conditions for registration.

(1) Subject to subsection (2), no group may be registered or no co-operative credit union having been registered may continue to be so registered under this Act —  
(a) unless its membership consists of individuals who are fifteen years and older;  

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(b) unless it is considered to be economically viable by the Central Bank, having assessed the demand for its proposed services, the potential size of the co-operative credit union, its membership and capital base;  
(c) unless there is conformity among its membership with all co-operative principles as set out in section 4;  
(d) unless the word “limited” is the last word of the name of a co-operative credit union to be registered with limited liability;  
(e) if the name of the co-operative credit union is identical with that of another co-operative credit union or which so nearly resembles that name as to be likely to mislead the members of the public as to its identity;  
(f) unless it has and maintains an address to which all notices and communications may be sent;  
(g) unless its bye-laws are in conformity with this Act;  
(h) unless the registered name of the co-operative credit union is prominently displayed in a conspicuous position on the outside of every office or place in which the business of the co-operative credit union is carried on, from the date of commencement of the co-operative credit union’s operations;  
(i) unless its managers are deemed to be fit and proper persons.

(2) The membership of a co-operative credit union registered under this Act shall comprise of at least one hundred members.

### 10. Registration of a co-operative credit union.

(1) Where the Central Bank is satisfied that an application for registration has been made in accordance with this Act, the Central Bank shall register a co-operative credit union, subject to such terms and conditions, if any, as the Central Bank may determine, approve its bye-laws and issue that co-operative credit union with a certificate of registration.

(2) The Central Bank shall cause the name under which a co-operative credit union is registered to be published on its website or in such other manner as the Central Bank may determine.

(3) Where the Central Bank refuses to register a co-operative credit union, the Central Bank shall give the applicant reasons in writing for the refusal.

(4) The Central Bank shall inform the Minister of its decision, where the Central Bank registers or refuses to register a co-operative credit union.

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(5) A co-operative credit union registered under this Act shall carry on its business in accordance with its bye-laws.

(6) No co-operative credit union may engage in any business other than that which is connected with its objectives or which is reasonably incidental thereto.

### 11. Certificate of registration.

(1) A co-operative credit union comes into being on the date inscribed on the certificate of registration.

(2) A certificate of registration issued by the Central Bank to a co-operative credit union is admissible in evidence as conclusive proof that the co-operative credit union named in the certificate is registered pursuant to this Act and has complied with all the requirements for registration.

### 12. A co-operative credit union to be a body corporate.

The registration of a co-operative credit union shall render it a body corporate by the name under which it is registered with perpetual succession and a common seal with power to hold property, to enter into contracts, to institute and defend suits and other legal proceedings and to do all things necessary for the purposes of its bye-laws.

### 13. Display of certificate.

A co-operative credit union shall have its certificate of registration prominently displayed at its registered address.

### 14. Suspension and cancellation of registration.

(1) The Central Bank shall, prior to the suspension or cancellation of the registration of a co-operative credit union, give that co-operative credit union an opportunity to be heard.

(2) Subject to this Act, the Central Bank may by order in writing suspend the registration of a co-operative credit union, where the Central Bank is satisfied that —  
(a) the co-operative credit union is in breach of any condition of registration;  
(b) the co-operative credit union is in breach of any requirement of section 13 or 15;  
(c) the co-operative credit union or any officer, Board or committee member thereof has failed or refused to comply with the provisions under this Act, the regulations or the bye-laws; or

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(d) the co-operative credit union or any officer, Board or committee member thereof has failed or refused to comply with any order or request made by the Central Bank under this Act.

(3) Where the Central Bank suspends the registration of a co-operative credit union, such suspension shall not exceed twelve months.

(4) Where after a period of suspension a co-operative credit union has not rectified the circumstances leading to its suspension, the Central Bank may cancel the registration of that co-operative credit union.

(5) The Central Bank may by order in writing cancel the registration of a co-operative credit union if —  
(a) at any time it is proven that the number of members has been reduced to less than one hundred members who are above the age of fifteen years, except in the case of an Apex Body which includes among its members one or more registered co-operative credit unions;  
(b) it is proven that the registration has been obtained by fraud or mistake;  
(c) the co-operative credit union goes into liquidation or is wound up.

(6) An order under subsection (2) or (3) shall take effect from the date of the order.

(7) Where the registration of a co-operative credit union is cancelled by order under this section the co-operative credit union shall, except for the purpose of winding up, cease to exist as a body corporate from the date on which the order takes effect.

(8) Where the Central Bank suspends or cancels the registration of a co-operative credit union, the Central Bank may cause notice of such suspension or cancellation to be published on its website or in such other manner as the Central Bank may determine.

### 15. Records.

(1) There shall be made available at all reasonable times at the registered address of a co-operative credit union —  
(a) a copy of this Act and any regulations made thereunder;  
(b) a copy of the bye-laws;  
(c) the register of members;  
(d) the minutes of all meetings and resolutions of the co-operative credit union’s members, directors and committees; and  
(e) such other records prescribed in the bye-laws.

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(2) A co-operative credit union shall hold the following records —  
(a) the minutes of all meetings and resolutions of its members, directors and committees;  
(b) all financial records, statements and audits;  
(c) the register of members;  
(d) records relating to the amalgamation of the co-operative credit union with any other co-operative credit union; and  
(e) such other records as may be prescribed in the bye-laws.

### 16. Exemption of small co-operative credit unions.

(1) A co-operative credit union that is registered under this Act and having less than one million dollars in assets is exempt from the requirements of section 65(2)(b) and (c).

(2) The annual statutory reserve allocation requirement for a co-operative credit union referred to under subsection (1) shall be, in the case of a co-operative credit union having total assets of —  
(a) less than one hundred thousand dollars, one percent of the co-operative credit union’s total assets;  
(b) one hundred thousand dollars or more but less than three hundred thousand dollars, three percent of the co-operative credit union’s total assets;  
(c) three hundred thousand dollars or more but less than five hundred thousand dollars, five percent of the co-operative credit union’s total assets;  
(d) five hundred thousand dollars or more but less than seven hundred and fifty thousand dollars, seven percent of the co-operative credit union’s total assets;  
(e) seven hundred and fifty thousand dollars or more but less than one million dollars, nine percent of the co-operative credit union’s total assets.

(3) Notwithstanding any other provisions of this Act, a co-operative credit union referred to under subsection (1) shall —  
(a) substitute the submission of annual unaudited financial statements for the submission of annual audited financial statements required pursuant to sections 86(7) and 87(1);  
(b) submit the returns required pursuant to section 87, to the Central Bank on a quarterly basis, but in any case not later than the

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twentieth day of the month next following the end of the preceding quarter.

## PART IV – FIRST ANNUAL GENERAL MEETING, ANNUAL GENERAL MEETING, ETC.

### 17. First annual general meeting.

(1) A co-operative credit union shall, within three months of the date of its registration, hold its first annual general meeting, at which time all members are entitled to be present and to vote.

(2) Notwithstanding subsection (1), where the directors apply to the Central Bank, the Central Bank may extend the time for holding the first annual general meeting.

(3) The business at the first annual general meeting referred to under subsection (1) shall include —  
(a) the adoption of the bye-laws;  
(b) the election of directors and the supervisory committee; and  
(c) the appointment and election of credit committee members pursuant to section 48(3).

### 18. Annual general meetings.

(1) Subject to its bye-laws, a co-operative credit union shall hold an annual general meeting each year, not later than six months after the end of the financial year of the co-operative credit union and within thirty days after the acceptance by the Board of the annual audited financial statements.

(2) A co-operative credit union shall —  
(a) make available to its members the annual audited financial statements, seven days prior to the annual general meeting; and  
(b) submit the annual audited financial statements to the Central Bank thirty days prior to the annual general meeting.

### 19. Special general meetings.

(1) Subject to the bye-laws, a special general meeting may be called —  
(a) by the directors; or  
(b) by the Board, upon a written request specifying the purpose of the meeting by a minimum of —  

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(i) twenty-five members for co-operative credit unions with less than one thousand members;  
(ii) fifty members for co-operative credit unions with more than one thousand members but less than three thousand members;  
(iii) one hundred members for co-operative credit unions with three thousand members or more.

(2) The special general meeting referred to under subsection (1), may be called only to address the subject matter specified in the request.

(3) Notwithstanding subsection (1), the Central Bank may call a special meeting of a co-operative credit union —  
(a) for the purpose of reporting to the members the results of any audit, examination or other investigation of the co-operative credit union’s affairs ordered by the Central Bank; or  
(b) where the co-operative credit union fails to hold an annual general meeting in accordance with section 18 or a special general meeting in accordance with subsection (1).

### 20. Notice of meeting.

(1) A co-operative credit union shall give at least ten days’ notice of an annual general meeting or a special general meeting to its members —  
(a) by electronic communication;  
(b) by sending the notice by mail to the members at the address given in the register of members; or  
(c) in such other manner as may be prescribed in the regulations or the bye-laws.

(2) A notice of an annual general meeting or a special general meeting shall specify the purpose for which the meeting is being called.

(3) An annual general meeting or a special general meeting shall be held in The Bahamas at a place selected by the directors.

(4) The proceedings or the business transacted at a general meeting are deemed not to be invalidated by reason only of the non-receipt by a member of a notice of the meeting.

### 21. Annual declaration.

(1) The Board shall make, in such form as the Central Bank may determine, an annual declaration at the annual general meeting —  

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(a) attesting to the compliance of the co-operative credit union with this Act and the regulations;  
(b) attesting to the fitness and propriety of its elected officials; and  
(c) providing an updated listing of the composition of the Board, supervisory and credit committees.

(2) The declaration referred to under subsection (1) shall be submitted to the Central Bank within thirty days prior to the annual general meeting.

### 22. Quorum.

(1) Subject to subsection (2), the quorum at any annual, general or special meeting of members of a co-operative credit union shall be —  
(a) twenty-five, for co-operative credit unions with less than one thousand members;  
(b) fifty, for co-operative credit unions with more than one thousand members but less than three thousand members;  
(c) one hundred, for co-operative credit unions with three thousand members or more.  
(d) for an Apex Body, a simple majority.

(2) Where a quorum is not present one hour after the time fixed for the commencement of the meeting of members, the meeting shall proceed and the members present shall constitute a quorum.

### 23. Delegates.

(1) Where the bye-laws provide for the nomination and appointment of delegates at a general meeting —  
(a) the delegates shall exercise the powers of membership at any annual general meeting or special general meeting; and  
(b) any reference in this Act with respect to the exercise of any power mentioned in paragraph (a) shall be construed as a reference to delegates.

(2) The members who elect delegates may, at a special general meeting called for that purpose or at the annual general meeting, remove the delegates in any manner provided for in the bye-laws.