BY-LAWS

OF THE
EASTERN CARIBBEAN CO-OPERATIVE CENTRAL LIMITED

ARTICLE 1: REGISTRATION, DEFINITION AND WORDS

1.1 REGISTRATION
The Eastern Caribbean Co-operative Central Limited is registered under the Co-
operative Societies Act, No. 24 of 1999 and the Co-operative Societies
Regulations, No.10 of St. Vincent and the Grenadines.

1.2 DEFINITION
In these by-laws, unless the context otherwise requires, expressions defined in
the Co-operative Societies Act, No. 24 of 1999 or the Regulations shall have the
meaning so defined.

1.3 WORDS
(a) importing the singular number shall include the plural number and vice versa;
(b) importing the masculine gender shall include the feminine gender; and
(c) denoting persons shall include companies, corporations and co-operative
societies.

ARTICLE 2: NAME, OBJECTS, MISSION AND SPHERE OF OPERATION

2.1 NAME AND ADDRESS

The organization shall be called the Eastern Caribbean Co-operative Central
Limited hereinafter referred to as the “ECCCL” or “CO-OP CENTRAL”. The
registered office shall be Kingstown, St. Vincent, or any other such place as may
be decided by the society and notified to the Registrar within seven (7) days.

2.2 OBJECTS
In keeping with the global vision of “Quality Credit Unions For All”, the overall
goal of the Eastern Caribbean Co-operative Central Limited will be to pursue and
support the stable growth of any form of enterprise under the law and approved
by the members, which will ensure wealth creation and incomes distribution
through a vibrant Co-operative Sector in the Caribbean Region. The pursuit of
this goal will include the following objects:

2.2.1 REGIONAL INTEGRATION

Promote the integration of the people of the Eastern Caribbean through
deepened co-operation and competitive enterprise in a single market and
economic space.

2.2.2 HUMAN RESOURCE DEVELOPMENT

a) Improve the professional and technical competencies of members,
directors, volunteers, managers and employees in the Co-
operative Sector of the Eastern Caribbean to increase sector
competitiveness.
b) Provide training and education in strategic planning, financial
management, technology applications, project management and
general capacity development services for the benefit of its
members and other clients; and
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c) Implement programs which will assist in employment creation and

poverty alleviation for members in the Co-operative Sector.

2.2.3 INSTITUTION STRENGTHENING

a) Standardize and modernize the legal framework, policies and
procedures of the Eastern Caribbean Co-operative Sector and
make representation regarding the modernization and
harmonization of Co-operative and related Legislation;
b) Strengthen the internal capacities of the leagues and other
affiliates served by the Eastern Caribbean Co-operative Central;
c) Ensure compliance and performance with international standards
and best practices within the Co-operative Sector;
d) Assist and strengthen target institutions;
e) Promote the international philosophy, principles and values of
Co-operativism; and
f) Foster the development of model credit unions in keeping with the
standards set by the World Council of Credit Unions (WOCCU).

2.2.4 MARKET SHARE

a) Increase market share through innovation;
b) Reposition and maintain a strong Credit Union Brand and Image
throughout the Eastern Caribbean;
c) penetration Increase membership; and
d) Increase business transactions.

2.2.5 FINANCIAL SERVICES

a) Transform the organizational capital and revenue base of the
ECCCL system;
b) Establish and manage a successful Regional Liquidity Facility;
c) Participate in the regional co-operative and monetary system
where feasible;
d) Support and manage a successful Regional Stabilization or
Deposit Guarantee Program; and
e) Provide financial services to the Eastern Caribbean Co-operative
Sector.

2.2.6 ADVOCACY
To promote the interest of the Co-operative Sector in the Eastern
Caribbean

2.2.7 OTHER
To perform other activities or functions deemed necessary for the
enhancement of the Co-operative Sector.

2.3 MISSION
To improve the quality of life for Co-operative and Credit Union members by
providing effective and competitive products and services.

2.4 COMMON BOND

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The Common Bond shall be co-operative entities operating in the Eastern

Caribbean.

ARTICLE 3: CAPITAL, FUNDS AND LIABILITY

3.1 The capital and funds of the Eastern Caribbean Co-operative Central Limited
shall be raised by means of:
a. an unlimited number of common shares of EC$100.00 par value each
b. Any other class of shares
c. Deposits from member and non-member organizations;
d. Loans from member and non member organizations;
e. Income from investments, fees, commissions and income from financial
activities and other services and transactions;
f. Appropriations to retained earnings (or undistributed earnings) from
annual surpluses; and
g. Capital grants, donations, contributions and loans from Governments, and
Regional and International Agencies; and
h. Other approved sources.

3.1.1 (i) Every member shall have not less than 100 common shares.

(ii) The maximum number of common shares held by any member shall
not exceed 20% of the issued share capital of the entity in accordance
with the Co-operatives Societies Act.

3.1.2 Common shares shall be the voting shares of Eastern Caribbean Co-
operative Central Limited and shall be held in perpetuity. They may be
transferable but not withdrawable. No member may deplete its shares if it
will reduce the member’s shareholding to less than its liability to the
ECCCL as a borrower.

3.1.3 Subject to Section 4.4 of these by-laws, two reserves will be established:
a) Share Transfer Reserve - to allow the shares of members to be
purchased by the society; and
b) Share Redemption Reserve - to establish a guaranteed secondary
mechanism for trading of shareholdings.

3.1.4 Subject to the provisions of the Act and other relevant legislation,
deposits may be received from members or non-member organizations,
at such rates and on such conditions, as may be determined by the Board
of Directors.

3.2 (i) Subject to the maximum liability permitted by the Annual General Meeting, it
may borrow from any source in any manner the Board thinks fit.

(ii) Subject to as hereinafter provided, the Board of Directors may raise money for
the conduct of the business of the ECCCL.
3.3 The funds of the Eastern Caribbean Co-operative Central Limited may be applied
to the following purposes namely:

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(a) Loans to members and investments in approved financial institutions in

keeping with documented and approved policies;
(b) To meet operational expenses;
(c) To pay dividends on shares; and
(d) Any other purpose authorized by the Act and Regulations.

3.4 The liability of a member to make contributions to the assets of ECCCL, in case
of liquidation, shall be subject to Section (26) of the Act.

ARTICLE 4: MEMBERSHIP

4.1 APPROVAL OF MEMBERSHIP

The Board of Directors, in accordance with these by-laws, shall have the
authority to review and approve applications for membership.

Approval of membership of an applicant shall be in accordance with the following

criteria:
 A registered organization under the Co-operative Societies Act or relevant
laws and statutes of the Caribbean territory in which it operates;
 Evidence of an economically viable and financially solvent entity;
 Confirmation that it has not applied for bankruptcy nor is declared
bankrupt;
 Confirmation that it is governed by an active Board of Directors who
individually or collectively are not in contravention of the applicant’s own
by-laws or memorandum and articles of association or governing
legislation.

4.2 ELIGIBILITY OF MEMBERSHIP

The ECCCL shall operate as a co-operative institution providing the services of a
secondary business market and as such membership is restricted to co-operative
organizations. Individuals are not eligible for membership.

4.2.1 MEMBERS

The following entities are eligible to be full members of the Eastern Caribbean
Co-operative Central Limited:
(a) Credit Unions and other primary-level Co-operative Societies;
(b) National Credit Union or Co-operative Leagues; and
(c) Transnational Credit Union or Co-operative Organizations within the
Eastern Caribbean region.

4.2.2 PRIVILEGES AND RESPONSIBILITIES

Members shall have all the privileges of representation in General Meetings as

set forth in these By-laws.
4.3 MEMBERSHIP APPLICATION PROCEDURE
Each application for membership must be accompanied by the following
information:
i. Certificate of registration

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ii. A letter of reference from the host League or National Apex Body
iii. Audited statements for the three (3) most recent years.
iv. Certificate of solvency from the Registrar of Co-operatives or the relevant
Regulatory Authority

4.4 MEMBERSHIP APPLICATION FEE

Each application for membership shall be accompanied by a non-refundable
application fee of five hundred dollars Eastern Caribbean Currency (EC$500.00).
Such fee shall be subject to review by the Board from time to time.

4.5 WITHDRAWAL FROM MEMBERSHIP

(i) A member may voluntarily transfer its shares to another subject to the
approval of the Board.

(ii) On request for withdrawal of membership, the Board may repurchase the
shares of a member through the share transfer reserve fund and offer those
shares for sale to existing members on a pro-rata basis or to new members.
Withdrawal of membership is in keeping with Section (27) of the Act.

4.6 SUSPENSION OF A MEMBER

4.6.1 A member may be suspended from participating in all activities of ECCCL
for a period not exceeding three (3) months in the first instance, by a two-
thirds majority decision of the Board of Directors for any of the following
reasons:
a) Failure to conform with the provisions of these by-laws;
b) Failure to comply with its own national legislation and by-laws or Articles
of Association;
c) Engagement in acts which tend to harm and bring the society into
disrepute;
d) Failure to comply with decisions of the Board of Directors or General
Meetings;
e) Failure to adhere to the responsibilities of members as contained in these
by-laws and as prescribed by the General Meetings; and
f) Non-compliance with provisions of National Regulatory Authorities.

4.6.2 A member may be suspended for a further period, provided that the
period of suspension does not exceed twelve (12) months.

4.6.3 No director who was elected from a member so sought to be suspended

shall take part in such decision.

4.6.4 All directors must be notified of the meeting called to decide upon the
suspension of the member.

4.6.5 Where the Board of Directors seeks to suspend a member, such member
shall have the opportunity to be heard in keeping with the following
procedures:
a) Issue in writing the charges against the member for which
suspension is sought.

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b) The member should respond to the charges within fourteen (14)

days of issuance of the notice.
c) The member will be allowed a hearing within seven (7) days of the
expiration of 4.5.5(b).

4.6.6 The Board of Directors may terminate or extend the period of suspension
at any time, subject to a resolution of the matter that resulted in the
suspension in the first place.

4.6.7 Each suspended member shall be informed in writing at the time of its
suspension of the reasons for the suspension.

4.7 TERMINATION OF MEMBERSHIP

4.7.1 An organization ceases to be a member of the Eastern Caribbean Co-
operative Central Limited:
a) on expulsion from the organisation as provided in Sections 28 and 29
of the Act;
b) if it is declared insolvent or bankrupt; or
c) on winding up.

4.7.2 Any member organization that:

a) is convicted in a court of law on an indictable offence; or
b) in the opinion of the Board acts in any way detrimental to the
interests of ECCCL may have its membership terminated by at
least two-thirds (2/3) vote of the Directors present at a meeting
called for the purpose.

4.7.3 A member whose membership has been terminated may appeal the
termination pursuant to Section 31 of the Act.

4.8 APPEAL FOR SUSPENSION AND EXPULSION

4.8.1 A member expelled under the By-Law 4.6 shall have the right to appeal to
a Co-operative Societies Appeals Tribunal in accordance with Sections
187 and 188 of the Co-operative Societies Act, No. 24 of 1999 of St.
Vincent and the Grenadines.

4.8.2 A member may lodge an appeal to the Secretary of the Board within ten
(10) days of receipt of a notice of suspension or expulsion and the order
shall be in abeyance until it is determined by the general body.

4.8.3 The Secretary to the Board shall call a general meeting of the Eastern
Caribbean Co-operative Central Limited within one (1) month of receipt of
an appeal of notice of suspension from a member and all relevant
documents should be made available to the general meeting for decision
making on the appeal.

4.8.4 A member may be reinstated by a general meeting if it meets the

conditions for which it was expelled or suspended.

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4.8.5 No member shall by reason of its expulsion be discharged or released

from the liability attached to it as the effective date of its expulsion save
as is provided hereof.

4.8.6 Any member, who is expelled from the membership of the ECCCL, must
give the Board a fourteen (14) month period from the date of
effectiveness of the expulsion to present an Asset Return Plan for the
return of their assets and other funds held by the ECCCL.

4.8.7 Following the acceptance of the plan by both parties, the ECCCL shall
return all assets, monies, etc. in keeping with the agreed time frames.
The member will not be able to claim interest and other benefits on assets
after the date of effective expulsion. However, the member will be liable
to claim interest on monies that are refunded beyond the stipulated time
frames in the Asset Return Plan.

ARTICLE 5: MEETINGS

5.1 GENERAL MEETING

The supreme authority of Eastern Caribbean Co-operative Central Limited is
vested in the General Meeting of Members. All full and associate members have
the right to attend General Meetings but only full members can exercise voting
rights.

5.2 ANNUAL GENERAL MEETINGS

A General Meeting of the Eastern Caribbean Co-operative Central Limited shall
be held annually, at a time and place to be determined by the preceding Annual
General Meeting in accordance with Section 39 of the Act.

5.3 NOTICE OF ANNUAL GENERAL MEETINGS

At least thirty (30) days notice in writing shall be given for the Annual General
Meeting of Eastern Caribbean Co-operative Central by the Board of Directors.

5.4 QUORUM AT ANNUAL AND GENERAL MEETINGS

5.4.1 If within one (1) hour after the time fixed for any meeting the members
present are not sufficient to form a quorum, then such a meeting shall be
considered as dissolved if convened on the demand of members. In all
other cases, it shall stand adjourned to a date not more than fourteen (14)
days thereafter and at a time and place to be determined by the Board.

5.4.2 For reconvening an aborted meeting at least fourteen (14) days notice
shall be given. If at the adjourned meeting a quorum is not present at the
time appointed for the meeting, the members present shall form a
quorum.

5.5 MEETINGS CALLED BY THE REGISTRAR

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Should a meeting be summoned by the Registrar in accordance with Section 41

of the Act, any member(s) present at such meeting shall be deemed to form a
quorum.

5.6 VOTING ENTITLEMENT

5.6.1 The voting membership of the Eastern Caribbean Co-operative Central
shall be full members as follows:
• Credit Unions, Co-operatives and other primary-level Co-operative
or Credit Union Organizations within the ECCCL area.
• National Credit Union or Co-operative Leagues or Credit Unions
affiliated to the ECCCL.
• Transnational Credit Union or Co-operative Organizations.

5.6.2 Each member shall have voting rights based on total investment of
common shares as follows:
EC $ 10,000 - $ 25,000….……is entitled to one (1) vote
EC $ 25,100 - $ 50,000……….is entitled to two (2) votes
EC $ 50,100 - $100,000 …...…is entitled to three (3) votes
Over EC $100,000..…….……. is entitled to four (4) votes

5.7 FORMS OF VOTING

5.7.1 At general meetings of the ECCCL, all issues shall be decided by a
majority vote unless otherwise provided in the by-laws or the Act and, in
the case of a tie vote, the Chairman shall have a casting vote.

5.7.2 For the purpose of elections, voting shall be by ballot. For all other
purposes, voting shall be by show of hands save and except where a vote
by poll is requested, in which case voting shall be by ballot, in accordance
with Section 35 of the Act.

ARTICLE 6: BOARD OF DIRECTORS

6.1 DIRECTORS
6.1.1 Subject to the provisions of the Act and the Regulations, the general
direction, governance, control, management and viability of the society
shall be entrusted to a Board of Directors. It shall periodically determine
the specific activities that the ECCCL will pursue.

6.1.2 The Board of Directors shall consist of seven (7) directors in keeping with
Section 50 (2) of the Act.

6.2 MEETINGS AND QUORUM

6.2.1 The Directors shall meet as often as the affairs of ECCCL may require. In
addition to By-Laws 4.3, 4.4 and 4.5, a member of the Board shall be
deemed to have vacated his office if he fails to attend three (3)
consecutive regular meetings of the Board without giving satisfactory
explanation to the Board within seven (7) days of his absence from the
said meetings.

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6.2.2 A simple majority shall constitute a quorum.

6.2.3 At the first Annual General Meeting of the Eastern Caribbean Co-
operative Central Limited, Directors shall be elected on a rotational basis
as follows:
a) one-third of the directors to serve for one (1) year;
b) one-third of the directors to serve for two (2) years; and
c) one-third of the directors to serve for three (3) years.
The director with the highest votes will serve for three (3) years in descending
order. Thereafter, each elected director shall serve for a term of three (3)
years.
6.3 TERM OF OFFICE
A director should not exceed two (2) consecutive terms and he shall retire for a
minimum of two (2) years before seeking re-election to the Board of Directors.

6.4 REMOVAL FROM OFFICE

Any director may be removed at any time by resolution of three quarters (3/4)
majority of the members present at any general meeting provided that such
director shall be informed in writing of the charges against him at least twenty
one (21) days before such meeting and shall have reasonable opportunity to
answer such charges.

6.5 CONDITIONS FOR REMOVAL OR SUSPENSION FROM OFFICE

A director ceases to hold office if:
(a) his term of office expires;
(b) he resigns;
(c) he is adjudged to be bankrupt;
(d) he is recalled by the organization which he represents;
(e) the organization he represents withdraws from membership, has been
suspended or expelled;
(f) he is convicted in a court of law for any offence involving dishonesty; or
(g) he is deemed to be of unsound mind.

6.6 VACANCIES
6.6.1 Casual vacancies on the Board of Directors shall be filled by the
remaining directors until the next Annual General Meeting when elections
to complete the expired portion of any term shall take place.

6.6.2 If a director resigns or leaves for one reason or another he will be

replaced by a representative from his same country until the next Annual
General Meeting.

6.7 OFFICERS
The officers of the Eastern Caribbean Co-operative Central Limited shall be:
Chairman, Vice Chairman, Secretary and Treasurer.

6.8 ASSET-LIABILITY AND INVESTMENT COMMITTEE

6.8.1 The Board shall appoint an Asset-Liability and Investment Committee
comprising not more than five (5) persons, which will:

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a) Design and develop standard practices and procedures for the

management of the Regional Liquidity Facility (RLF), the Regional
Stabilisation Fund (RSF) and other funds entrusted to ECCCL;
b) Advise the Board, Management and Portfolio Management on
prudent investment issues; and
c) Provide technical and general advice and information to the Board
and Management.

6.8.2 The Asset-Liability and Investment Committee shall be appointed

annually by the Board of Directors.

6.9 SUPERVISORY AND AUDIT COMMITTEE

6.9.1 The members of the ECCCL shall elect a Supervisory and Audit
Committee at the Annual General Meeting in accordance with Sections
63, 64, 65, 66, 67, 68 and 69 of the Act.

6.9.2 The Supervisory and Audit Committee shall comprise not less than three
(3) persons.

6.10 ELECTION OF OFFICERS

At the inaugural meeting of the Board of Directors and at the first meeting after
every Annual General Meeting of the ECCCL, which must be held within ten (10)
days after the AGM the following positions shall be elected to the Executive:
• Chairman
• Vice Chairman
• Secretary
• Treasurer

6.11 DUTIES OF OFFICERS

6.11.1 The Chairman

The Chairman shall preside at all meetings of the ECCCL and of the Board of
Directors and shall perform such other duties as may be assigned to him from
time to time by the Board.

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6.11.2 The Vice Chairman

The Vice Chairman shall perform the duties of the Chairman in his absence,
disability or refusal to act and such other duties as the Board may assign him
from time to time.

6.11.3 The Secretary

The Secretary shall sign all documents executed by the Eastern Caribbean Co-
operative Central Limited and keep a complete and accurate record of all
meetings of the ECCCL and of the Board and shall issue or cause to be issued
notices of all meetings. The Secretary shall perform such other duties pertaining
to the office as determined from time to time.

6.11.4 The Treasurer

The Treasurer shall have general responsibility for the custody of the funds,
securities and other property belonging to the Eastern Caribbean Co-operative
Central Limited, and shall keep all funds in a bank or other financial institutions
approved by the Board and shall operate such account in such a manner as is
directed by the Board and shall keep, or cause to be kept full and accurate
accounts of all receipts and disbursements of the ECCCL. The Treasurer shall
also perform such other duties pertaining to the office as determined from time to
time by the Board.

6.12 CONDUCT OF OFFICERS

Every Director and Officer of Eastern Caribbean Co-operative Central Limited in
exercising his powers and discharging his duties shall act honestly and in good
faith with a view of the best interest of the ECCCL and perform his duties in
keeping with Section 74, 75, 76, 77, 78 and 79 of the Act and any Code of
Conduct developed by the Board and approved by the general membership.

6.13 DISCLOSURE OF INTEREST

Every director, officer and agent shall disclose, before taking part in any business
of the Board, any personal interest, including any person to whom any director,
officer and agent is related, arising out of the business. Any such director shall
be excluded from the meeting and shall not take part in discussions or vote upon
the item of business in which he has disclosed an interest.

ARTICLE 7: MANAGEMENT

7.1 In accordance with Section 53 of the Act, the Board of Directors shall govern and
direct the organisation by ensuring that the relevant staff is employed and the
necessary structures are in place for executing the policies, programmes and
projects of the ECCCL.

ARTICLE 8: FINANCE

8.1 PERMISSION TO BORROW

Subject to By-Law 3, Sub-section 3.2 and as determined by the Act and the
Regulations, the Board may borrow from any source and on such security and
terms of repayment as it considers fit, provided that the total amount borrowed

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does not exceed the aggregate of ten (10) times the unimpaired capital of the
ECCCL and is within the maximum liability limit which was fixed by a resolution of
members at a general meeting and approved by the Registrar.

8.2 SHARES
Subject to the provisions of Section (90) of the Act, contributions to shares shall
be payable in such amounts as the member is able on any day the ECCCL is
open for business provided that a contribution of not less than EC$100.00 be
paid.

8.3 DEPOSITS
Term deposits may be accepted from a member or non-member in keeping with
the negotiations and upon such terms and conditions as are set out in Section
117 of the Act.

8.4 REGIONAL LIQUIDITY FACILITY

There shall be a Regional Liquidity Facility (RLF) established and operated on a
mutual basis by the ECCCL to support the liquidity demands of the members.

8.5 REGIONAL STABILIZATION OR DEPOSIT GUARANTEE FUND

There shall be a Regional Stabilization or Deposit Guarantee Fund, which may
be operated by the ECCCL to ensure the safety, soundness and growth of the
sector.

8.6 INVESTMENT OF FUNDS

The society shall invest its funds as provided by Section 114 of the Act.

8.7 DIVIDENDS AND RATE OF RETURN ON INVESTMENTS

8.7.1 The Board of Directors may declare dividends on shares out of the net
surplus from operations after setting aside the reserves and provisions
prescribed in the Act.

8.7.2 Interim returns on shares may be determined during the year by the
Board of Directors, in consultation with the Registrar.

ARTICLE 9: ANNUAL ACCOUNTS AND AUDITS

9.1 The Board shall comply with the provisions of the Act and shall:
a) cause the books of the Eastern Caribbean Co-operative Central Limited
to be audited annually; and
b) approve the financial statements of the ECCCL and place the
comparative financial statements before the shareholders at every annual
meeting of shareholders.

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ARTICLE 10: SIGNATURE AND CERTIFICATION OF DOCUMENTS

10.1 SIGNATORIES
Contracts, documents or any instruments in writing, requiring the signature of the
Eastern Caribbean Co-operative Central Limited, shall be signed by the Chief
Executive Officer or General Manager of the ECCCL and any one of the
Chairman, Vice Chairman, Treasurer or Secretary. All contracts, documents and
instruments in writing so signed shall be binding upon ECCCL without any further
authorization or formality.

ARTICLE 11: CORPORATE SEAL

11.1 The seal of the Eastern Caribbean Co-operative Central Limited, when required
may be affixed to contracts, documents and instruments in writing, by the
authority of a resolution of the Board of Directors, and in the presence of the
Chief Executive Officer or General Manager and any of the officers, or such other
person as the Board of Directors may appoint for the purpose; and the Chief
Executive Officer or General Manager and the Director or the person so
appointed by the Board of Directors for the purpose, shall sign every contract,
document or instrument to which the seal is so fixed in their presence.

ARTICLE 12: DISSOLUTION AND DISTRIBUTION OF ASSETS

12.1 DISSOLUTION BY MEMBERS

The members of the Eastern Caribbean Co-operative Central Limited may
authorize its dissolution, subject to the approval of the Registrar. Each member
of the ECCCL has the right to vote with respect to dissolution.

12.2 MANNER OF DISSOLUTION

The Eastern Caribbean Co-operative Central Limited may be dissolved in the
manner provided by the laws of St. Vincent and the Grenadines or any other
country in which the ECCCL is registered and located.

12.3 WINDING-UP OF THE SOCIETY

Upon winding up of the Eastern Caribbean Co-operative Central Limited, the
assets of the ECCCL shall be sold and out of the co-operative’s ready money,
the directors shall discharge all the liabilities of the co-operative and donate the
balance if any, in accordance with Section 172, Sub-section 2 of the Act.

12.4 DISSOLUTION BY REGISTRAR AND OTHER MEANS

The other forms of dissolution as stated in Sections 158 to 179 of the Co-
operative Societies Act, will also apply to the ECCCL.

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ARTICLE 13: AMENDMENTS

13.1 VOTING ON AMENDMENTS

These by-laws may be amended by a three-fourths (3/4) vote of members
present and voting at any Annual General Meeting or Special General Meeting
called for the purpose.

13.2 NOTICE OF AMENDMENTS

Notice of any proposed amendment shall be circulated to all members at least
thirty (30) days before the General Meeting.

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