BY-LAWS as of October 2017

10 | Barbados Public Workers’ Co-operative Credit Union Limited - ByLaws TERMINATION OF OFFICE 40. (1) The Board of Directors, the Credit Committee, the Supervisory Committee, or any member thereof, may be removed from office before expiration of their or his term of office, by a three-fourths (3/4) majority of the members present at a Special General Meeting and voting with respect to a special resolution presented at that meeting, at which ten (10) days notice specifying the intention to propose the resolution has been given. (2) Any such Board, Committee or a member thereof must be informed in writing of the charge against him at the time of the notice and at such meeting, shall have reasonable opportunity to answer such charge. At such meeting, the members shall proceed to the election of a new Board, new Credit Committee, new Supervisory Committee or new member. Any member so elected, shall be subject to retirement at the same time as if he had become a member of the Board, Credit Committee or Supervisory Committee on the day in which the member in whose place he is elected, was last elected. 41. (1) A member of the Board, the Supervisory Committee or Credit Committee shall be deemed to have vacated office as provided for pursuant to the Act, Regulations and By-Laws; or (2) He becomes destitute or delinquent with his creditors, including this Society or any other co-operative society and such delinquency continues for a period of ninety (90) days; or (3) Fails to attend three (3) consecutive meetings of the Board, the Supervisory Committee or the Credit Commit- tee without giving satisfactory explanation to the Board or the relevant committee within seven (7) days of his absence from the third meeting. 42. Where there is any vacancy among the Directors, the directors then in office may exercise all of the powers of the Board and shall where no more than four vacancies exist, fill the vacancy within fourteen (14) days until the next Annual General Meeting. 43. The Board shall appoint from its members such other sub-committees as it thinks fit. In the exercise of its functions these sub-committees shall have the powers assigned by the Board, the Act, Regulations, and these By-Laws. DISCLOSURE OF INTEREST 44. A director or officer or senior management personnel of the Society: (a) who is a party to a contract or proposed contract with the Society; or (b) who is a director or an officer of any body or has an interest in any body that is a party to a contract or proposed contract with the Society must disclose in writing to the Society or request to have entered in the minutes of meetings of the Board the nature and extent of his interest. 45. The disclosure required by By-Law 44 must be made, in the case of a director of the Society; (a) at the meeting at which a proposed contract is first considered; (b) if the Director was not then interested in a proposed contract, at the first meeting after he becomes so inter- ested; (c) if the Director becomes interested after a contract is made, at the first meeting after he becomes so interest- ed; or (d) if a person who is interested in a contract later becomes a director of the Society, at the first meeting after he becomes a director. 46. The disclosure required by By-Law 44 must be made, in the case of an officer or senior management personnel of the Society who is not a director, (a) forthwith after he becomes aware that the contract or proposed contract is to be considered, or has been considered, at a meeting of directors of the Society; (b) if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or

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