Bahamas Credit Co-operative Unions Act (No. 9 of 2015 )

2. InteqJretntion ...... ..... ... ,.. "'".,, ... ,.... .. ......... '''" .... ,,', ... ... ,... ..........6

3. Application of Act and use of the word s "co-operative cred it unions", ............... 8

4. Co-operative principles ,............. ... .. ...... ............. ... ..... ..... ... ... .... ...... 9 PAHT 11- AIl~lINISTHATIO~ O F CO-OPI:I{ATIVI: CH lmlT CNIONS 1U

5. Central Bank to administer the AcL ......... .. .. .10

6. Annual rcport ...... "........... ,.. "....... "... "........ , ,........... .. ..... .......... .... . ... 11 PAHT 111 - HI:G1ST HATION 01 CO-OPI: HATlVI: CHhlllT UNIONS II

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 II . Certifi cate of regi ~trati o n. ................ .... ...14

12. A co-operative cred it 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 smal l co-operative credit unions........... ... ........ ..... 1D IJ..\RT IV - FIRST M 'NUAL GENERALMEETlNG, ANNUAL G E N~~ I{AI, !"ll( ~: TING , 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 PART V - RIGHTS AND LIABILITIES OF MEMBERS 20

24. Qualifi(.;aliuns for mt:mbt:rshi p...... ..................... .. .................. ........ ........ ......... ".20

25. Applicati(ln for mem he r~hi lL.." "....................... ......... ..... ,20

26 . Membership requirements .. ......... ....... ... .. .... ".... .. ....... ........... .. ... ............... .. .21

27 . R~· gislc r of members and shares ... .. .... ... .. ..... .. ... .. .... ... ... .... ... .... .. .21 28, Withdrawal of membership.... ...... .. .... "..... .. ,21

29. Voti ng rights .... .. .... ........ .. .... .. ,.... ... .. .. .. ... ..... "...... ... .... .. ..... .... ... .... ... ..... ,21

30 . Liabi lity of current members .. ,......... ... ... .... ... .... ..... .. ..... .2 1

31. Cessation of membership... ..... ... ... ..... .. ... ... ........... .. ...... .... ..... .22 PART VI-IlUSIl'iESS OF CO-OPER·HIVE CREDIT UNIONS 22

32. Shares......... ................................ .. ..... ........ .. ................... ............................. ......22

33. Diviut:nd, bonus dl.: ... ........... ...... .. ..... ........... ....... ........... .... .. ............................ 22

34. I ,imitations on share holding ................................ ........................................... .23

35. Transfer ofslwes genera lly. .... .. ..... .. ... ........ .. .......... .. .. ...... ...... .. ...... .......... .23

36 . '1'rall,fl,;[" ufshaw~ of a member who is of unsuund mind. .. .. .23

37. Lit:n Ull shart:s....... ... ......... ... ..... ... ..... ...... ...... ........... ....... ....... ........ ....... ........ ... ..2~

38. Restriction on transfer of equity share or interest in capital...... ..24

39. Power of nomination .. . .. .... .. ... ..... ... ... ... .. ... ......... ..... .... ... .... ... .. ... .24

40 . Transfer of share or interest on dcath .. ..................... .. ... ... 25

41. Creation and execution of a charge ... ............ .... .. .... ..26

42 . Enforcement of a charge ... ... .... .. .. .. ............ ....... ..... ..... ... .... .. ........................ .... 27

43 . Assignment of a charge .... ................. .............. .. .................. .... 27

44 . Bond as add itional security fo r loan ............. .... .. ... ........ .... ... .. .... .. ... .. .28

45. Dormant accOllllls.............. ............ .. ...... ...... .. ... ........................................ .28 PART V11 - DIRECTORS AND OFFICERS 29

46. Provis ional Dircctors ............. ......... ...... .. ..... ...... ..... .. .... ... .... .... .... ... ..... ..... .. ...... 29

47 . Hoard of Dirv:ctors ... ..... ... ... .. ... .... ... ... .... ...... ........ ......... .............. . ... ........... .30

4X . Estahlishment and appointment of committees........................... .......... .3 1

49. Election of Directors, etc. .. ... .. .... .. ... ........... .. ........ ......... ... ... ............ .32

50 . Dis~ll[t l ificatjons of Directors... ........ .. .......... .. .................. ....... .............32 51. 1\1eelings of dir~tors ... ..... ..... ... .... ...... ... ............... ......................... ... .............. ... .33

52. Min llte~ ormeeling~.................... ..... ... ....... ... .... .. ..... ....... .. .... .... ....... ..34

53. Ollty of care of director and officer.... .. ...... ... .34

54 . Employment of directors and committee members ......... .. ................................ .34

55 . Insurance for directors, committee m em~ rs, etc. . ......... .. ........... .. .... ... .34

56. Misuse of confidential information ... ..... ...... .. ..... .......... ...................... ..... .... ..... .35

57. Liabi lity of directors...... ......... ................. .... ......... .. .35

58. Rem uneration .............. ......... .. ............ ...... .. ... .. .... ............................ .. ...... ....... .36

59. Ceas ing to hold office............. ................... ............... ..................... .36

60 . Removal of directors .... ....... ....... .. .... .. .............. ... ... .. ...... ... .... ... .... .... .... ..... ... ...... .37 I'ART VIII-INVESTMENTS Al'iD DORROWINGS 37

61. Investlllent offunds ....... ...................... ...... ... ..... ... .. ... .. ... .... ... .............. .37

62. Borrowing Limits " .... ... ... ...... .......... .I., PART IX - D[POSITS, STATUTORY REQUIREMENTS 38

63. Deposits., ..... ................. .. ........ " ... ......... .... .. .. ....... ... .... .... .. ..... .... .... ..... .. ........... JR

64. Credit fac ilities ..... ........ ...... ........... ". ... ........ ....... .. .... ... ...3 8

65. Statutory reserve, liquidity deposit and stabilization nlllds, and disposal thereof. .. .,,.... .. ..... .... .. ............. ,,.... ......... .. .... .. ..,,..... ,... ..... .. ...... .... .......... ... .3!l PART X - LOANS 39

66. Loans by co-operative credit uniom ....... 39

67. Provisions lor doubtfu l loans ... ... .. ... .... .. ..... " .... .. ............. .......... ... .40

68. Loan approval. ............. "... "... " .... " ... "."""."""""".,, ... ,, .40

69. Security for lonns .. ................ .40

70. Loan limits ........ ...... . ...... ...... ...... ........... .40 il. R(;porting loan~ ..... . .. .......... .40

72. Interest on loans ........... ..... .. .............. .. ...........40 PART Xl- CREDIT COMMITTEE _ _ _ _ _ __ __ _..:.041

73. Crt:dilwmmillt:t: ........................... .. .... ..... ... ... .. .. .. ....... .. .. ............ ........ ..... ..... .4 1

74. Duties of crcd it committce ... ...... .. ... ... ... ................................... .... .... .... .... ......... .4 1

75 . Ccssing to be a member ofthc credit committee ............41

76. Removal by memlxrs.... .. .. .... .. ... ... ... .. ..... ........... .42

77. Offic·er 10 approve loan .... .... ...... " ...... ... .... .. ....... ... ... "............ .... ............... .42

78 . Credit committee reports..... ..... .. ,.... ... ... .... .. .. ..... " ..... . ,....... '....... ,.... ... ..42 PART XII- SUPERVISORY COMMI'I"rI;I,; 43

79 . Supervisory committee ........... ,.... ... .. ... ............ ,....... .................. ........ ....... .43

80. Duties of the slIpel"Visol)' committee ....... "...... ,... ............. ........"...... "... ... .... .... .43

81. Compl iance officer....... ......,' ,.... .. ... ... .... .. ..... ,,.... .. .... ....... ... ..... .. ...... ,....... ,,...... ,.. ..44

82. Intcrnal Audit Function...... ." ..... .. .................. ,...... .......... .. ..... ..44 8.1. Misap]"lfoprintion, etc .... .. ... ... .... ".... .......... ......... ... ......... ...... ..... .45

84 . Censing to be n member of the supervisory committce ..... .. ..... .. ... .... .46

85 . Rcmoval by membct·s ... ,.... ............ .,..... ".... ......... .... .. ..... ,...... . ,...... ... ", .... .46 PART XIII- AUIlIT, INQlIlUY AND lNSI'ECfION 47

86. Audit. ... ... .... .. .. , .. .. " .. .......... .... ........ ,..... .. .... .. .... ... ..... ,...... " .. .... ,...... ...... .... .47

87. Submission ofrctums. ... .. ... ... .,..... ,..... ... ... .. ........... ,..... " ....... ............... .48

88. Dulies and powers of Inspee tor.. ..... ... " ..... ,...... ........ ... ... ...... ,..... ,..... .. ...... ... ..... 49

89. Power of search... .... .......... ,' .. ......... ...... ..... . ... ,............ 51 90. ).]otice of Insolvcncy... . ..,...... ,,.... ...... ...............,....... ,....... ,...... .52

91. Dissolution of Board .,' ,............. .. ... ..52 PART XIV - IlI SPUTES AND APPEALS 54

92. Registcred Co-operative Cr~dil Uniun~ Appeal Tribunal .. 54 93 Settlement of disputes .,,... ... .... ... .. ............. ....................54

94. Case stated on question of law. ...... .. ............................. ........................ 56 PART XV- RESTRUCTURINC OF CO-OPERATIVE CREDIT UNIOI"S 56 95, I'v1cthods of ('('structuring ... .... .,,.... .. ..... .. .... ........................ .. .. ..... . ,............... 56 96, Amalgamation of co-operative credit unions ............... .. ..... .. .... ,, ' ".... . "...... .. .... ..56

97. Transfer of assets or co-o~ra l iyt\ o;;redit uniuns ......... " ..... .. ......... ..................... 57 98, Cla irn ~ or objrcling credilor~.. ... "............ , .... .57 PART XVI - WINDING UP AND ANCILLARY MATTERS 57

99 . Winding up ... ....... , ,.... ....... 57

100. Winding up by vinue of reduced memhership ................ ....... 58 10 1.Voluntary winding up. .. .. ... .... ".... .. ................... ............. 58 10'2.Power ofCentml Bank pursuant to a wind ing lip order. .... ... .... ... ..... .... ... ..59

103. Power~ of f1l iquidalOr......... ........ ............. ... .. ... .... ... .. ..... .. ... ..... .59

104. Power of Central Bink tu eonLrol liquidatur.. ... .. ........ ....... .... ... ...... .... .. ...... 60

105. Cancellation ofregisLraliun consequent upon winding up ... ... 61

106. Dispoo:al of ~urplus asset~ ... .. ........ ... .. ... ..... .. .... ... .... .... ......... .. 61

107. Power of Central Ban k to surcharge officers etc. of a co-operative creDit union. .. .... ... ... .............. ....... .. ......... .................. ..... 61

108. Attachment of property.. .... ... .... .. .... ...... ... .. ..... ...... ..... . ... 62

109. Enforcement.............. ... ... ... ..... .. .... ... .. .. .. .... .... ... ..... ... ..... 63

110. Limitation of jurisuiclion uf civil court .... ....... ... 63 PART XVII -APEX BODY 63 11 1. Establishment and constitution of Apex Body.............. ... ............... ................... 63

112. Functions of Apex 80dy.... .. .................. .. .... .. ... ....... .. .... ... ............ ..................... 63 1[3 . Management. ......... ..... ...... ... ..... ...... ....... .. ... .. .... ...... ... ..... .. .................................. 64

114. Consultation wittlthe Cen tral Dank...... ...... .. ... .. ..... .. .. ..... ... .... .... .. . ...64 PART XVIII - OFFENCES 64

115. Corrupt practices am[ bribery ... ..... .... .. ... .... .. .. ..... .. ..... .. ...... .. ... ....64

116. Fa lsely obta ining properly of co-uperative creuit union .. .. ... ... .. .. ....65 117. }"ailure to comp ly with the Act, etc.. .. ... ... ..... ... ... .. ..... ... ... ... .. .. ... .65 m. Dealing in properly subject to charge .... .... 66

119. Oflences with respect to repons ..... ..... .. ... ................... ......... .............. 66 PART XIX - MISCELLANEOUS 67

120. Confidentiality...... ...... .... ... .. ..... ...... ...... ...... ... ... ....... .. ............... . ..............67

121. Eviut:nct: ofducumenls and entries in hooks .... .......... 113

122. Ext:mption lrum stamp dulies and other fe es ... .... .... ...... ........ . ........ 113

121. Non-applicat ion of certain Acts .. .. .... .. ...... ..... .. .... .. ... .. .... ... . .... ...... .......... 69

124. Regulat ions ... ......... .. ........ ... ... ......... ....... . ..... 69

125. Fees .... 69

126. Tr.J.l1sitional pmvisions ... ... ,,, .... .. ............ , ,...... .. ...... ... .... ... ".. 69

127. Power to amend bye-lnws .... .. .... .. ................. .. .. ... ..... .. ..... , ...... ,................ .. .... .70         "bonus" me:ln~ the equitable retuill to a member of a co-operative credit union from net surpl us afler allocation to the ~tatut{]ry re~erve and the stabil ization fund; "b}c-Iaws" mean the registered bye-laws made by a oo-operativc credit union pursuant to this Act; "capital" means the stahltory reserves, reta ined earnings, qualifying shares and equity shares of a co-operative credit union; "Central Bani," means the Central Bank of The Rahamas established under section 3 or the Central Bank or The Bahamas Act (Ch. 35/); "CO-OIJerative creuit uniun" 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" shnll be construed accordingly; "deposit" means the unpa id balance of money or its equivalent reccived or held by a co-operative credit union from or on behalf of a person in the usual course of business and fur which the institutiun ha, 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, drnft or other instrument in respect of which it is primarily liable; "director" means a mcmber of the 8oard; "dividend" means a payment made to members from the nct surplus of a co-operative credit union divided among members in proportion to the qualifying and equ ity shares; "dumestic regulatory authority" means an authority in The Bahamas that regu lates or ~ upcrvises financial imtitutions: "equity shares" mean those shares held bya member that are in excess or the qualifying shares, the value of which are prescribed by bye- laws; "foreign regulatory authority" means an authority in n jurisdiction outside The Bahamas that regu lates or super.'ises fore ign financial instihltions; "'Governor" means the pcrson appointed as Governor under the Central Rank ofThe Bahamns Act (Ch. 351); "Inspector" means the Office of Inspector of Banks and Trust Companies established under ~ection 13 of the Banks and Trust Companies Act (Ch . 316); "liquidity deposi t" means fund~ maintained by a co-operative credit union (0 ensure that i[ can meet its cOlllmitments with rcspcd lu Pag~ -7 loans, withdrawals of deposits, and payment of accounts to fu nd 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 tht: Minister responsiblt\ for r inance; "nnn.pmfit company" hils the mCRning assigned to it undcr thc Cumpanie~ Act (Ch 308); "patronagc I'cbate" means the returns to memhers of a co-operative credit un ion from net surplus, allocated in proportiun to the volume of husiness each individual has done with rhe co-operative credit un ion during the preceding financial year; "pl'f)"isional directors" melln members of the Steering Committcc \\lho will ho ld ullice alter registratiun, and until the BOilrd is elected at the first annual general meeting; "qualifying shares" mean the mandatory, non-withdrawable minimum shares to he purchased by an approved appl icant to be admitted; "Rt'gistrar General" means the person appointed as Registrar General under section 4 ofthe Registrar Cieneral Act (ell. IR6); "stabilization fund" lm:ans a racility to provide technical a~~istance advice and limitcd financia l assista ncc to co-operative credit unions that are insolvent or likely to become insolvent; "statutory I'cscrve" means funds allocated from retained cilrnings so lely for the purpose of increasing and enhancing capital unti l total statutory reserve, equal ten percent of the total as set~ . (2) III this Act, a referem:e to the Registrar General shall also be construed as a refel'cnce to any other public officer who has (he responsi bili ty for the rece ipt anti rcgistratiun or tlocuments relating to co-operative cred it Ulllons.

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 l26( t), tu be registered under this Act. (2) No person other than a registered co.operative cred it union Shilll trade or calTy on business under any name or title of which the ~vords ''0,;0- operative credit union" or "co-operative credit utl i on~" or any abbl'e\liation thereof. is a pan. Page· ~

4. Co-operative principles. (1) I\. co-operative credit union n:gistered under this Act shall comply with the co·openllive principles speeilitx! under subsection (2). (2) For the purpose or this Act, a co-operative credit union complic:; with the cu-up~rati\'e princip les if- (a) nu member or delegate has more than one vole; (b) no member or delegate is entitled to vote by proxy; (c) its bu~;iness is carried on primarily for the benefit of its members; (d) it~ mcmocrship is vuluntary and available without any artificia l restriction or any unlawful b<lsis of discri mination to flny person who clln use its services and is willing to flccept the responsibilities of membership; (e) the limit on div idends Oll share capil al and qualirying shares Lhat it pays does not exceed the rate prescribed in the bye-laws: (f) any surplus or sa\'ings uut of lhe co-op~rative credit union 's oper<ltions is llsed for one or more of the following purposes - (i) to deve lop it<; business; (ii) to provide or improvc common services 10 members; (iii) to be distributed fllllong members in proportion to their patronage with the co-operative credit union; (iv) to educate its members, officers or employees or the general puhlic on the principles and techniques of economic and lkmo~mlie eo-optration; (v) to be contributed to non-pro(it charitable: benevolenl organi7fttions; (vi) to be contributed to equit}, until total equiry equals ten percent of Iota I as~ets; and (vii) to pursue co-operation with other co-operative credit unions. (1) \Vithout prejudice to suhsection (I), a co-operative credit union may, with the permission of the Central Bank, do all other acts and things as are incidental or eoudUl.: jve to or con~equ~ntial to the attainllltnt of its objectives. Page - 9 PART II - ADMINISTRATION OF CO-OPERATIVE CREDIT UNIONS

5. Central Bank to administer the Act. (IJ The Central Bank is responsible for- (a) the general adm inislration oClhis Act; (h) determining tlte financial soundness of co-operat ive credit unions; (c) supervising co-operative credit unions; (d) registering co-operative credit un ions; (e) protecting mem bers' deposits and share·s ii-urn unliu!;: loss; (f) monitoring comp liance of co-operative cred it unions with the provisiol1s of this Act or any other relevant law; and (g) monitoring the con lonnity by I.:LJ-opcraLive credit unions with the co-operntivc principles referred to under section 4. (2) In the discharge of its responsihilities under this Act, the CcntrRI Hank may- (a) process <lpplications and issue celti fi cate~ of regi~tra t ion to new co- operat ive credit unions; (b) vary, restrict or revoke certificates of registration; (c) estab lish prudential criteria to he met hy co-operative cred it unions; (d) obta in in fonnat ion in such form as the Central [Jank may require, in 'WTiring, from time to time; (c) perrorm assessments of the risk profile and the safety and sou ndness of co-operat ive cred it unions; (f) conduct (lll -site examinations of co-opcrative cred it 1lI1l0ns and submit to the relevant co-operative credit union, any report prod uced rrum tht: t:xami n alion ~ conducted; (g) conduct continuous off-site assessment of the financia l condition and pcrfonnance of co-operative credit unions; (h) prepilre ami issue· guideJines concerning prudential standards and for the prevention of money laundering and fina ncing oftcrrorism; (i) take any other action deemed necessary 1O o::nsurt: the soundness 0 [" the co-operat ive cred it union industry in accordance with this Act (3) Where the Central Rank hHs t'casonab1c ~rou n ds to believe that an affiliate or officer of a co-operative credit union commits or pursues or is about to comm it or pursue any a(.;[ or course or conduct that is detrimental to the Page· 10 interests of its members or de pos i tor~ , or vio lates any of the provisions of this Ad, tile regul<ltions, or by~- Iaws, the Ctlntral D<lnk may dim;t tht\ \:0- operative cred it union to rectify such acts or course of conduct.

6. Annual report. The Central Bank shall include in its atlnual report, pursuant to section 32 of the Central Ban k of The Rahamas Act (eh 351), information relating to the ~rfOlmance of the \:o-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 alltimaint<lin a register or \:o-llpGmtivc credit unions to which the Centra l Bank has issued certificates of registration to carry on business in The 8ahamas or which are deemed to be registered pursuant to section \26 (1). (2) The register shall contain the following pal1ieulars relating to a co- operative o. :redi t union ~ (a) the name of the co-operative credit ullion; (b) the registration /lumbcr of thc eo-opcrati \'c credit union; (e) the address of the co-operative crcdit union; (d) the date of the registration of the (.:{) -o~ rat i ve credit union; (e) such other particulars as the Central Bank lIlay determine. (3) A co-operative credit union registered or deemcd (0 be registered under this Act shall inform the Central Bank of any change in that co-operatlvc credit union's address or in any other patticulars relating to that co- operative. t.:rel.lit union.

8. Application for registration. ( () :.To co-operative credit union lIlay cOlllmcnce business unless it is registered under this Act. (2) Suhject to subsection (3), an application for registration under this Act shal l be submitted to the Central Rank in such form as the Centrnl Rank lIlay dcterm inc. Page - It (3) 1\11 application for registrMion under subsection (2) shall be sig,Jled by at leaST Thirty persons who des ire to be members of a co-operative credit un ion and who satisfy the requirements for membership under this Act. (4) An application for registration made p u r~uallt tu substctioll (2) ~ ha ll ~ (a) be accompan ied by- (i) the I"es"ibed "ppli"tion r", (ii) twu cupies of the bye - Iaw~; (iii) a business plan for the tirs! three years of operation providing a detailed explanation of actions wh ich the co-operative credit union intends to accomplish and the primary funct ions of the co-operative credit union; and (iv) such other intormation re lating to the co-operative credit union as the Central Bank may determint; (11) hesuhmitten in duplicate; (c) incl ude - (i) the prupo~ed name of the co-operdtive credit union; (i i) tht 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 txi~tt nce i~ perpdual; (i II) a declaration of the co-operative credit union's fiscal year; (v) Lht': aggregate vullle of all in itial shares; (vi) thc namc and address of, and the number of non- withdrawable qualifying shares ~ubscribcd by, I.:ach orp,anlzcr; (v ii) thc number of directors constituLing the initial130ard and th~ name and address of each person who will serve as a director lIutilthe 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. (I) Subjel,;[ to subseclion (2), no group may be registered or no co-operative credit union having been registered may continue (0 be so registered under this Act - (al unless its mem bership consists of individuals who are tifteCfl years and older; Page - 12 (h) unless it is considered to be economically viable by the Centra l Bank, having assessed the demand for its proposed services, the potential size of the eo-opermive cred it un ion, its membership find capital base; (c) unless there is conformity, alllong its membership \vith all co- operative principles as set out in section 4; (d) un less the word "limited" is the last wunl uf the name of a co- operative credit union to be registered \vith limited liability: (c) if the name ol"lhc co-operative credit union is identical with that of another co-operative credit union or which so nearly resembles that wHile as to be likely to mislead the members or the public as to its identity: (f) unless it has and maintains an addre~s to which all notices and communications may he sent; (g) unless its bye-laws are in conform ity with this Act; (h) unless the registet'ed name of the co-operative credit union is prominently displayed in a conspicuuus position on the ou~ide of every office or place in which the business of the co-opel'ative credit union is carried on, from the date of commencement of the co-operative credit union's operations; 0) Im)ess its manage~ are ""me" [0 be fit ill" prup" pe""n,. (2) The membership of a co-operative credit union rcgistered 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 satistied that an application fo r rcg i ~ tratioll has been made in accordance with th is Act, the Central Rank shall register a co-operative credit un ion, subject to such terms and conditions, if any, a~ the Central Dank may determine, approve its hye-laws and issue that co- ope rative credit union with a eertificate of registration . (2) The Central Dank shall cause the name under which a co-operative credit union is registered to be published au its website or in such other mallner as ihe Central Bank may determine. (3) Where the Central Bank refuses to register a co-operative credit union, the Central Dank shall give the applicant rea~ons in writi ng for the refusal. (4) The Central Bank shall inlonn the.: Minister of i t~ decision, where the Central Bank registers or refuses to register a co-operative cn::r\il un ion. Page -t 3 (5) A co-opemtive credit un ion registen::d under th is Aet shall carryon its business in accordance with its bye-laws. (6) No co-operntive credit union may engage in any business other than that which is connected with its objectives or which is reasonably incident<ll thereto.

11. Certificate of registration. (I) A co-operative credit ullion comes into being on the date inscri hed on the cenifi cate of registration. (2) A certificate of registration issued by the Central B<lnk to <I co-opemtiw credit lInion is admissible in evidence as conclus ive proof that the co- operative cred it union named in the cenifieate 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. Ihe rcgistmtioll of a co-operative credit lillian sIm I! render it a body corporate by the name under which it is registered with perpetual succession and a common seal witil power to hold property. to enter into contracts, to institute and defcnd suits and other lega l proceedings and to do all things necessary for the purposes of its bye-laws.

13. Display of certificate. A co-opcr<ltivc credit union shall hali!.) its certificate of registration prominently displayed at its registered address.

14. Suspension and cancellation of registration. (1) The Central Bank shall, prior to lhe suspension or cllnccllation of the registration of a co-operative credit uniolt, give that co-operative credit union an opportunity to be heard. (2) Suhject to thi~ Act, the Central Ban k may by order in writing suspend the regislmtion uf a cu-optlrdtive credit union, where the Central Balik is satisfied that - (a) the co-operative credit union is in breach of any condition of registration; (b) the co-operative credit union i~ in breach of any n:quircrm:nt of section 13 or 15; (c) the co-operative credit union or any officer, Board Ot" comm ittee mem ber ihereofhas f"rliled or refu:;cd to comply with Un; pro\·i~ions under this Ad, the regulations or till:: bye- laws; or (d) the co-operative cred it un ion or any officer, Board or committee member thereof has failed or refused to comply with any order or rcquesl made by tho.: Co.:ntml Bank under Ihis Ad. (3) Where the Central Bank smpcnds the registration ofa co-operative credit uil ion, such suspension shal l not excecd t"'·clve months. (4) Where after a period of suspension a co-operative credit union has not recti tied the circumstances leading to its suspension, the Central Dank may cancel the rcgistmi ion oftllat co-operat ive credit union. (5) The Central Bank may by order in writing cancel the registrat ion 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 mt:mbers who aft: above the agt: of fifteen years, exeepi in the case of an Apex Body \vhieh includes among its members olle or more registered co-operative credit un IOns; (b) it is provcn that the n.:gislralioll has bem obtained by Iraud or mistake; (c) the co-operative credit union goes into liquidation or is wound lip. (6) An order under subsection (2) or (3) shall take eftect from the date of the order. (7) Whcre the registration of a co-operative credit union is cancelled by order under this section the co-opemrive credit union shall, except for the purpose of winding up, cease to exist as a body corporate from the date on which the order lakes cITee!. (8) Where the Central Bank suspends or cancels the registration of a co- operative credit union, the Central Dank may cause notice of such suspension or cancellation to be published on its website or i[l sUl,;h other ma nncr as the Central Hank may dcterminc.

15. Records. (l) There shal l be made available al all fea ~;onab le limes at the registered address of a co-operative credit union - (a) !l copy of this Act and any regu lations mllde thereunder; (b) a copy of the bye-laws; (c) the register of members; Cd) the minutes of all meeting:; and resuluLiuns of the co-operaLive credit union's members, directors and cOlllm ittees; and (e) such other records prescri bed in the bye-laws. Page -I S (2) A co-operative credit union shall hold the following reeords- (n) the minutes of all meetings and resolutions or its members, dircclor~ and committees; (b) nll financia l re<:ord~ , statements and audits; (c) the register of members: (d) records relming to the armligalll~ t i oll or the eo-operfltive credit un ion wiih any other co-operative credit union ; and (e) such other records as may be prescribed in thc bye-Iflws.

16. Exemption of small co-operative credit unions. (1) A co-operative credit union that is registered under this Act and hnving less than Ol1e million dollars in assets is exempt from the requiremenls of sect ion 65(2) (b) and (c). (2) The annual stalutory rc"crvc allocaLion requirement tor a co-operative credit ul1iot1 referred to under subsection (I) shill! be, in the case of a co- operative credit union having lotal asseLs of - (a) less than one hundred thousand dollars, olle pereent or thl.: I.:U- operative credit union's total assets; (b) one hundred thousand dollar, or more but less than three hundred thousand dollars, 1hrl.:c pcrcent of (he co-operative cred it union 's total assets; (el tim;r.: hundred lhuusand dolh.\rs or more but less than five hundred thousand dollars, fiv e pr.:.rl.:ent or the co-operative credit union 's total assets; (d) Jive hundred thousand do llars or more but less than seven hundred and fifty thousand dollars, seven pcrcenl of lh<.· co-operalive cred it union's lotal assets; (e) seven hundred and tifty thousand dollars or more but less than one mil lion dollars, nine percent of the co-operative credit union's total assets. (3) ]\otwithstanding any other provisions of this Act, a co-operative cred it union referred to undel' sllbsection (1) sha ll - (a) substitute the subm ission of annual unaudited finaneial statements for the submission of annual aud ited f'inarreial statements re4uirr.:d pursuant to sections 86(7) and 87(1); (b) subm it the returns required pu rsuant to section 87, 10 the Central Bank on a quarterly basis, bllt in any case not later than the Page - 16 twentieth day of the month ncxl following the end of the preceding qUllrter. PART IV - FIRST ANNUAL GENERAL MEETING, ANNUAL GENERAL MEETING, ETC.

17. First annual general meeting. (1) A co-opetativc credit union shall, \,,·ithin three months of the date of its rcgistr<ltiotl, ltold ils first ann ual general meeti tlg, at which time all members are entitled to be present and to vote. (2) Notwithstanding subsection (1), where the directors apply to the Centmi Bank, the Central Bank may extend the time for holding the fi P.it ann ual genera l meeting. (3) The business at the tirsl annual general meding referred to under suhsection (I) shall include - (a) the adoption of the hye-laws; (b) the election of directors and the supervisory comm ittee; and (c) the ap[>Ointmcnt and election of credit cOlllllliMcc mcmbers pursuant \0 sectiun 48(3).

18. Annual general meetings. (I) Suhject to its hye-laws, a co-opcmli"e credit union shall htJld an annual general meeting each year, not later than six months after the end of me fina ncial year of the co-operative credit union and within thirty days aner thtl <!c~pt an ce by the Huard of the imnual auditeu fina ncial statements_ (2) 1\ co-oJ'Crative credit union shall (1\) make availab le to its members the anllUlI1 Audited fi nancial sl aleme l1ts~ seven days prior to the al1nllal generll1 meeting; and (b) submit the annual audited financial statements to the Central Bank th irty days prior to the annual general meeting.

19. Specia l general meetings. (I) Subject to the bye-laws, a s[lCcial gener<!l mceting may be calleu - (a) hy t h~ dirt:{;tnrs; or (b) by thc Board, upon a written requcst specifying the purpose of the meeting by II minimum of- Page · t7 (il ""nty-fi" """,bees foc ,"-opec",ive ,cedi, ,mimes with less than one Thollsand members; (ii) lifty members fo r co-operative cred it unions with more than om: thousand memhers huL less LImn Ihn:e tho usand mcm bLT~; (Iii) one hundred members for co-operative credit unions with three thollsnnd members or more. (2) The special general meeting referred to under subsection (I), may be called only to flddrC5S the subject matter specifi ed in the request. (3) Notwithstand ing subsection (I). the Central Bank may call a special met:ting ofa co-operative credit union- (a) for the l)uq}Ose of reportit1g to the 11lembel's the t'esu lts of any [ludi!, examination or other investigation of the co-operative credit union's aJTairs onicnxl by the Central Bank; or (b) where the co-operative credit union fai ls to hold an annual general meeting in accordance with section 18 or a special general meeting in accordance with subsection ( I).

20. Notice of meeting. (I) A co-operative credit union shall give at l ea.~t ten days' ntllice o r an an nual gcm::ml mccLing or a special genural meeting to ib members - (a) by electronic communication; (b) by send ing the notice by mail 10 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 nOLice of an annual general meeting or a special general meeting shall specify the purpose for wh ich the meeting is heing called. (3) An annual general meeting or a special general meeting shall he held in The Bahamas at a place selected by lhe 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. (I) The Buard shall make, in such form as the Central Bank may detennine, an annual declaration at the annual general meeting - Page - I H (a) attesting to the compliance of the co-operative credit union with this :\ct and the regu lati on.~; (b) attesTing to the fitness and propriety of its elected officials; and (c) providi ng an updnted listing of the compos ition of the Board, superv isory and CI·edit committees. (2) The dedaration referred to under ~ub~e(;\iun (I) ~hall be submitted to the Ccntrall3ank with in llllrty days prior to the annua l gel1cfal meeting.

22. Quorum. ( I) Suhject to suhsection (2), the quorum at any annua l, general or special meeting of members of II co·opemtive credit union shAll he (a) t\vcnty-tive, for co-operative credit unions with less than one thousand members; (b) fifty, for co-operative credit uniom with more than one thousand members but less than three thousand members; (c) UHe humlrtd, fo r co-operative cred it un ions with three thousand members or more. (d) (or an Apex Body, a simple majority. (2) \Vhere a qUOI"um is not present one hour after the time fixed for the commencement of the meeting of members, the meeting shall proceed and the memhers present shall constitute a quorum.

23. Delegates. (I) \\lhere the bye-laws providc for the nomination and appointment of delegates at a general meeting- (a) the delegates shall e-xercisc tltc powers of membership at any annual general meeting Of spee i,,'] general meeting; and (b) any refertnce 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-l<tws. Page-19 PART V - RIGHTS AND LIABILITIES OF MEMBERS

24. Qualifications for membership. ( I) A person shal1 be eli gible for membership of a co-operative credit union, wht:n: thai person - (a) is either 11 citi~el1 Of' a resident afThe Bahamas; (b) has allaincd the agl: of!ifleen; (c) i~ofsound m i n d;and (d) has with the other memhers of the co-operative credit union some common honds of phi losophy. occupation or assoc illtion or of residence in a defined neighbourhood or district. (2) Subject to the approval of the Central Bank, a registered ~ict}' may be a member of a co-operative credit uuiun. (3) A ""-profit eompa"y may occome a ""mbe, of a co-op",);" ,,,d;l union provided that the majority of the offil.:crs of Lht) non-proJil company arc members oft/Ie co-operative I,;~dit union. (4) A compa ny incorpornted in The Bahamas under the Companies Act (Ch.308), is eligible for membcrship of a co-operative cred it union provided that the majority mvnership of {he company is held hy members of the co-operative credit llnkll1. (5) A pu]"chnser under any execution or any other person slicceed ing by operation of law or othern'ise to rhe share or interest of another member in a co-operative credit lInion shal! noi be cntitled to mcmbership by virtue onl}· of such purchast: or tnmsfer. (6) A person, including a minor, who is duly admitted to membership shal! cl~oy all the rights ofthat eo-operative credit Ullioll and shall bt: subjt:ct tu the liabilities of membership and any other liabilitit:s existing in law. (7) Without prejudice to an)thing contained in this ,eetion, provision may be madc in the bye- laws in respect uf l.[ualiJicatiuns fur me mbership.

25. Application for membership. An application for membership of a co-operative cred it union shal l be submitted to the Board in the fOfm pt·cseribcd in the bye-laws. Page - 20

26. Membership requireme nts. 1\'0 person may ~xm.: is~ the rights of membt:r,hip of a co-operative cred it union un less and until he has acqui red such number of qualifying shares, and has satisfied any other requirement as may be prescribed in the bye-laws.

27. Reg ister of members and shares. A cu-opcrati\'e crcd it union shall keep a register of members and qualifYing ~h:m:~ s in which ,hall be recorded- (a) the names and addrc~s~s uf membt:rs and the number ofshare, held hy ellch member; (b) the date on which each mcmoc'f bccame a member. and the date if any, on which he ceased (0 he a member; ane! (c) the nominees appointed by the members.

28. Withdrawal of membership. (1) ,\ member of a co-operative credit union may at any time withdraw from membership on such condition as may be prescribed in the bye-la.","s. (2) The withdrawal from a co-operative crtxlit uniun ~hall be by wrilten nutice addressed to the secretary of the noard. (3) The withdrawal (rom a co-operative credit union shall not affect any cx isting liahil il), or [htl meJn ber of the co-operative credit union.

29. Voting rights. (I) There shall be no voting by proxy. (2) ,\ member of.'l eo-operillive cred it union shall have one vote except where sueh member is the ehllinnml of any mccting of the co-operative eredit union in which ease if there is an equality of votcs he shal l have a casting vok in addition to hi s original vote. (3) A co-operative credit union that is a member of another co-operative credit l in ion shall exercise its vuting rights in that other co-operative credit union through om: of its members duly appointed as a delegate pursuant to section 23.

30. Liability of current members. Subject to this Act, the liability of a current memhcr of a co-operative credit union is limited to the paid up nJnolint orhis qualitying and equity shares . Page - 21

31. Cessation ofmcmhcrshir. Where the member of a co-operative credit union ceases to qual ify for membership a, prescribed in the bye-laws, the Board shall cause his name to be removed from the register of members find such removal shall nOl affect filly existing liabil ity of that member. PART VI - BUSINESS OF CO-OPERATIVE CREDIT UNIONS

32. Shares. (1) A co·operative crcdit union may issue cquity shares to its members, (2) A co·operative credit union with a share capital may sell shares (0 its memhers hut such shares shal l have Their pnr value set out in the bye-laws. (3) Except a co-operative credit union is reqtlircd by law 10 havc limited share/lOlding, a co-npcra(h'~ credit union shall have an unlimited number of equity shares. (4) A eo-opemtive credit union shall sell its share·s at their par valuc. (5) A share in a co-operative cred it union is personal property ann a slulrI:holder is entitled to an annual statement showing rhe number of shares that be 0\.\115. (6) A qualifying share may not be u~ed as collateral for a loan. (7) The procedure for the withdrawal of e<]l1ity shares shall be prescribed in the bye-lllws.

33. Dividend, bonus etc. (I) Subject to section 65, any surplus may be distribuled by way of dividcmJ, bonus, or patronage rcbalc amongst it~ members in proportion to their shares and thcir patronage with the co-operative credit union at such rate as is recommended by the directors and ratified by the members at the annual gCllcml meeting. (2) A co-operative credit Ullion shall nOl- (a) pay dividends on shares or rxm use~ or distrihute any part of its accumulated funds before (he financial stlllements have been certified by an auditor appointed by the Board under section 86( I); (b) pay a dividcnd or make ally paymcnt on account or out of its surplus unless the requirements under section 65{2)(b) have been complied with. Page - 22 (3) A patronage n;bate calculated in proportion to the amount of the business done hy each member wim the co-operative credit union may be distributed periodically lu the members frorn surplus funds aner the deduction of all expenditure and after making provision for the IIl10wllnce lor doubtful loans and making allocation for thc stSln.tOry reserve, stabili7ill ion fllnd and dividends. 34. limitations on shareholding. Where the liahility of the memhers of a co-operative credit union is lim ited by sharcs, no member may hold more lhan onc-fillh of the outstAnding paid IIp shllres of that co-operative cred it union except where a co-operative credit union is a memher of an Apex Body.

35. Transfer of shares generally. (I ) A share may be transferred to any other member at the opti0l1 of the tJ1ll1sferor, but where the transferee is not 1\ member, the Ro.1rd, or the mcmhcr.~ prc~cnt at a general meeting shall, acoording to the bye-laws relating to the admission of memhers, approve that Ird n~ fer befure lhe trJn ~ l cr can be registered. (2) A transfer or shares shall be effected in sueh form as the Central Bank detcrmincs. (3) No trllnsfer of a shllrc shall be valid and effectiyc unless and until .~uc h transfer has heen registered hy rhe secretary on the direction of the Board. (4) No transfer of a share shall be registered without the wTitien permission of the Doord where thaI transfer is made by a member indebted to the co- operativc en:dit unioll, and wherc that transfer of a shal'c is rcgistered by the trnnsfercc, flny claim by the co-operative credit union upon the transferor is not affected by the transfer.

36. Transfer of shares of a member who is of unsound mind. (1 ) W h cfl~ a member or person claim ing through a co-op(.:rative credil uniun i ~ of llnsouml mind or is incnpable of managing h i.~ affairs and 110 oorn mitlee, recei,,"er or guardian ha~ been appointed, Ihe co-oremliw credit union may, subject to this section and s~tion 39, lransfcr the share 01' interest of such member to auy person nominated by such member for the purposes of section 40 or may pay to Ihe person nominated a sum representing the value of the share aT interest of such member asccnainl'<i in nccordance with subsection (5). Page - 21 (2) Subject [0 subsection (3), if 110 nom inee ha~ heen appoinied, the co- operative credit union may pay a sum representing the vallie of the memher's share or interest to the Registrar of the Supreme Ccmt. (3) If (he value of the share or inierest does not exceed five hundred dollars, the Board may, subject (0 any conditions it think~ fi t, pay the whole or any portion of such ~lllil to thc pcrsun who is rcspuns ible lur thc C<lrc or management of the affairs of the member referred to under subsection (1). (4) A transfer fi nd payment made by a co-operative credit union in <lccordance with thi~ section shall he val id and effectivc aga inst any demand made upon the co-operative creJit union by any persun . (5) Foe tho P"'P"'" ,Ithl, section, the "Iue 01 any share oc Intecest shall be represented by the sum actually paid fo r thai share or interest by the member holding, it unless the bye-laws otherwise prov ide. 37, Lien on shares, (I) A co-operative ned it union has a lien on the shares or amount outstanding to the cred it of a member or his legal pe.r.;onal representativll lor a debt due by that member or shareholder to that co-operative cred it union, (2) A co-operative credit union may enforce a lien refen'ed to Ilnder subsection (1) in the manner set out in its bye-laws, (3) The Doard may, in default of payment hy any mem ber indebted to a co- operative credit union, apply lhe surn paid up fur the Lime being on any equity shares or deposit" held by the member in or toward the discharge of the debt so dUll and in any expense in or about the same, and the defaulting, member shall cc:asc: to have any further claim in respect of such shares or dcposits. 38, Restricti on on transfer of equity share or interest in capital. (1) Subjee[ [0 subsllc[iun (2), [he [ransrer or a sh;m~ nr interest or;1 memrn:r or dcceami member in the cap ital of a co-operative credit union shall be suhjeet to SHch cond itions specified under this Act (2) No share 01' interest Or any p~rt thereof in the capital of fI eo-operlltive credit union may be transfe rred unless the transfer is made to a member or to a pe·r~on wilOse application rOf membership ha~ been accepted. 39 , Power of nomination. ( 1) :\ member of a co-operative cred it un ion may hy instnllnenl in writing - Poge - 24 (a) ~ ignt"d by ~ uch mt"mbt"f itl thl;: prl;:~l;:ncl;: Qf twu <l\lt"~ tin g wiltJesm and delivered at or seat to the registered ottice of the co-operative credit uil ion during the lifetime of such mcmber; or (b) made in any oook kept at the registered office, nomi nate any pel'son to or alllong whom there shall be transferred at his .katll, ill whole or in part <IS may be ~pl'cili(;d in slich nomination, sueh propcl'ty in the co-opcrativc crcdit union in shares or deposits, and accrua ls thereon, of which he is the owner at the time of his death. (2) A nomination made pUfSlIant to subsection (I) may be revoked Of vAried hya - (a) subsequent nomination , si gned, attested and delivered or sent or made in the same manner as the original nomination: or (b) similar document in the· natufC Qf a rc·vucatiutl or variation signed hy the nominator in the presence of tv,.·o attesting witnesses and delivered, sent or made in the same manner as a nomi nation, hut the revocation or variation may not he made hy the will of the nominator or by any codicil to slich wi ll. (3) All nom inations and all reVOCAtions or variations thereof delivercd or sent to a co-operative credit union shall be recorded in a book kept at the registered otlice of tht: co-operative credit un ion.

40. Transfer of share or interest on death. (I ) \o\ihcrc a person has been nominated as benclleiary by a mem ber in accordance with the bye-laws and such nominee is admitted to memhership in lhnt co-operative credit union, the co-operative credit union shflll within one year of the death of the member by whom the nomination was made, transfer to the nominee the share or interest of the deceased member to the limit specified ill su bsection (4). (2) Where 110 nominee is admittcd to membership in the co-operative cred it union or where the deceased memher made no such nomination , the co- operative credit union ~hall upon production of the dcath certificate uf such deceAsed member, pay to the nominee or legal persona l representative of the deceased member. as the ease may be, such sum, not exceeding the limit specified in subsection (4), representing the value or part thereof of the deceased memhds ~hares or interest in the co- operative credit union. (3) Nothing in this section shal l be constmed as prohibiting a nominee who has been admitted to membership fro m ele<:ting to receive payment P~g~ . 25 representing the value of the deceased member's shares ()1' interest instead of accepting a transfer. (4) Unless prevented by order ur a court or competent j urisdiction, a co- operative credit union - (a) shall pay suo;;h nominee or kgal personal representative as the case may be, the sum due to the deceased member from the co-operative credit union; (b) may apply the sum paid up l'or tht: lime being on any equity shares or deposits held by the member at the time of his death in or toward thc discharge of any debt so due to the eu-operative credit Ulliun and any exptnse in or about the same, and the member's estate shall cease to have any fill1her cla im in respect of SlIeh share., and or deposits .

41. Creation and execution of a charge, ( I) :\ member to whom money has heen lent hya co-operative credit union or who is otherwise indebted to the co-operative credit union may be required to create and execute a chargl,; in favou r of the co-operative credit union in sm:h [()fill and in al:cordam:e wilh SUl:h procedures as may he prescrihed hy the Registrar General. (2) The Reg i .~tra r General shall register every charge tmnsrnitted to him hy the eo-operath.'e credit union, nnd issue to the co-operative credit union a certified copy of the registration. (.1) The registration of a charge under suhsection (2) shall constitute a security in favour of the co-operative cl·edit union and shall be deemed to affect with notice any person dealing \Vilh the property comprised in the charge. (4) A charge shall, so long as it continues in force, confer on the co-operative credit union the following obligations- (a) the right lIpon the happening of any event specified in the charge as being an event authorizing the chargee to se ize (he property subject to the charge to take possession of any property su subject (b) after an interval of five clear days or such less time as may be specified in the charge from the date of taking possession of any propelty subject to the charge, to sell such property either by auction or, if the charge so provides, by private treaty and either for a lum p sum or payment by installments; (c) to apply the proceeds of sale in or towards discharge of the debt sccured by the charge and the costs of SCiZllfC and sale and to pay Pa.!;<.: - 26 (IllY surplus of such proceeds to tile member whose property was sold. (5) A charge shall, so long as it continues in force, im pose on the memher the obligation to pay to the co-operative credit ullion towards the discharge of his indebtedness the proceeds of sale of any property comprised in the charge or allY mOlley received LInder a pulicy of insurance or by way of compensation in respect of any such property, except insofar a~ the charge otherwise allows. (6) For the avoidance of doubt, a charge under th is se<:tion is not a bill of sale with in the meaning of lhe Sa le of Goods Act (Ch. 337).

42. Enforcement of a charge. A co-operative credit uniol1ll1ay enforce n chnrge- (a) by applying to a Magistrate of the district in which the member resides or catTies 011 husiness or where the property sllbje<:t to the charge is situated for a warrant of distress by certifYing lmdt:r st:al (0 the :\.1agistrate, in accordance with i t~ bye· laws, the amount due arid partic ular~ ur the properly so charged and the ili1agistrate shall issue a warrant of distress and may order the sale of the property hy puh lic auction or private treaty; or (b) in the Supreme Court in any case where a Magistrate lacks the jurisdiction to cnforcc thc charge.

43. Assignment of a charge. (I) A co-operative credit union may borrow from any other financia l institution on the security of any charge executed and rrgislt:red in a(;cordanee with section 41 and may for this purpose assign any such charge to the other finAncial institution. (2) An assignment of a charge under t h i~ section sha ll be registered in the same manner as a charge under section 41 and iltat section shall apply mll/a{is !n!I/al/dis to an <l~s i gnment of a charge so registered. (3) An assignment or ehargc when registercd shall operatc as a first charge in favour or Lhe assignee subject to section 36. (4) Where any charge is Hssigmxl to a co-operative credi t union established with the object of facilitating the operations of other co-operative credit unions, that co·operative credit union may borrO\v from any bank approved by the Central Bank and ror this purpose may re-assign any such cha rge to sueh bank and subsections (2) and (3 ) shall apply !nil/a/is /IIuwndis to such re-ass ignment. Page · 27 B,\H:\ .\'lAS CO-OI'EIV\TIVE CREDIT U)l IONS ACT, 2015 (5) For the purposcs of this scction "financi,ll institution" has the same meaning under section 3( 1)(a), (b), (c), (f) Of (D(i) of the Fil1ancial Transactions Reporting Act (ell. 3(8). 44, Bond as additional security for loan. (I) A co-operativc credit union may require a member or officer to give a bond with or without surety as additional security for repayment of any loan and any condition therehy imposed on the member or olTin:r rdating to the payment of capital and interest shall he strictly observed and pelf01"med <lnd on breach of any such condition the hond shall be im mediately forfeited. (2) Sl":l":tiOll 43 relating to the ass ignment of charges shall apply mutatis mulandh' 10 the assignment of bonds,

45. Dormant accounts, ( I) When: a mem ht:r or a co-operative credit union has not transacted any busitlCSS, requested or acknowledged any statement or issued any instmctions with respcet to that member's deposit account for a period of fi\'e yl'ar..:, thl\ Hoard shall serve notice on that member - (n) that the mem her's deposit account may be declared dormant; and (b) that a maintenance fee may 00 imposed, (2) The five year period rcfcrrcd to under subsection (I) shall be Cfllculated (a) in the case of a deposit made for a lixcd period, from thc day on which the tixed period terminated; (b) in [he case of any other deposit, from the date on which the hlst transaction occurred or a statement of account was ft:q uested or ilcknowledged by the member or instmctions is.med hy the member, whichever is the later. (3 ) A notice under subsediun (I), shall- (a) be served on the member at his last known address; and (b) allow i1 period of ninely dlly~ lilr II re~p()n~e rro m t.le member. (~ ) The Board shall. on the expiry of the period of notice- (n) presume the account to he ahandoned ; (b) declare the ao;.:r.;ount dormant; and (c) impose thc maintcnance fec. (5) I,llhere a deposit account is declared dormant pur..:uant tu subsection (4), the Board shall transfer the account, interests and uther sums due or Page - 2R slllnd ing 10 the member's IICCOU tlt 10 the co-opemtive credit umon 's statutory reserve fUllU. (6) Aftcr Ihc period of five years in the spec ial reserve fu nd, the Board may transfer the dormant deposit account referred to under subsection (5) 10 the Central Bank and the Central Bank shall maintain a separate accounting record of all such accounts. (7) A person whu~c account has ocell ucclamJ dormant under subsection (4) shalL from the date of the transfer, reclaim any funds transferred from that account to the co-opemtive credit union's statutory reserve fund or 10 the Central Bank. (8) A eu-operativc credit union shall maintain a register of dormant accounts which shall contain the following - (a) the i"ulI llame orlhe member; (b) the last known add ress of the member; (c) the last knovin telephone number or other contact of the member; (d) the account number; (e) the type of account; (f) the balance of funds on the account; (g) thc datc of last activity on the account; (h) a brief description of measures taken to contact the member; (i) such other intonnation as the Central Bank may require. PART VII - DIRECTORS AND OFFICERS 46, Provisional Directors, (1) ·rhis section shall not apply to a co-operative credit union tbat is contintrcd pursuant to this Act. (2) On registmtion of fI co-operative credit union, the individuals v,,·hose names appear in Ihe application for registration a~ h,\\'ing becn appointed IIml having cunsented lU act as provisional directors shall- (a) be deemed to have all the powers and duties of directors; and (b) hold ottice unti l the first general meeting, which sha ll be held within thirty days after the receipt of the certificate of registration. (3) The provisional directors sha ll , at the tirst general meeting- (a) appoint officers; Page - 29 (b) ap(XIiut an auditor lo ho ld office until the first annual general meeting of the members; (c) pass resolutions establishing policies of the co-operative credit UIl IOll; (d) adopl forms of corporate records; (e) authorise the isslle of securities; ([) appoint authorised signing officers and make banking or other finam;ia l arrangements; and (g) tnltl~act any business as required.

47. Board of Directors. (1) A co-operative credit union shall be directed by an elected DoaTd which 5ha II be constituted in accordance wilh t11i~ Act, and tht: bye-laws. (2) The Board, in addi tion to the dulies prescribed in the bye-laws, shall - (a) be res(XIlisible fo r lh(; uv(;r..ight of the bllsiness affairs of the co- opcTRtive ercdit lin ion; (b) approve such pol icics as arc l'Cquircd for all major activities of the co-operative credit union, in particular, the lending, investment, liquidity and asset liabil ity lllanngement, nceoll nting policies and audit and internal contro l sy~tems; (c) subject to section 61, have charge of the investment of funds; (d) approve an annual uperating budget for each calender year; (e) cause true accounts to be kepI of - (i) the assets and liabilities of theca-operative credit union; (ii) all the SUJllS ofrnoney received anti t:xpenst:d; and (iii) other transnctions affecting the financ ial position of the eo- uperative credit union; (I) pedonn any other duty that is necessaty to carry out the purposes of the co-operative crcdil linion in accordance with this Ad; (g) give the Centra l Rank full nceess to all books, papers, records <lIld other sources of information IInder its control within such time as may be specified by the Central Bank; and (h) within seven days of any changes in the membersh ip of the Board, the· supervisory committee or the credit committee of the co· operat ive credit li ll ian, notify the Central Bank, in writing, of such changes. (3) All directors shall be r.; ili:tt!ns or rt:sidents of The Bahamas. Page - 30

48. Establi shment and appointment of committees. (1) The 80ard shall establish, from time to lime- (a) a ~upery isfjry wmmillec; (b) a credit committee. (2) The memhers nf a co·operative credit union ~ h a l l , annually elect members to fill any v1!c<lncies on thc supervisory commiLlcc. (3) The Hoorrlmoy - (a) annually appo int all of the members of the credit committee; or (b) when.; thl: bye-laws provide that thl: credit committee is to be elected annual ly by the membership of the cD-operative credit union, appoint a direcior to the credit committee. (4) Th'Bonrd- (a) may appoint such c{)mmittee~, other than thMe referred to under subsection (1 ) - (i) composed of members of the Board and or members of the l:o-opcrativc eretlit unions who arc qualifi ed or experienced 111 marters relating to account\ finance, business administration, commerce or law, JOT the proper carrying out of the functio ns of the Board, as it cons iders necessary; and (ii) eomposeU of no less than thn::e members, for the more efficient management of the eo-operotive credit union; (b) may, by resolution, delegate to any committee any power or duty that it considers necessary ror the emcienl conduct or its affairs and business of the co·operative credit un ion except the duty to (i) till a v",aoey amm.g the di«CMS; (ii) declare a bonus, dividend or patronage rebate; (iii) approve any fi nancial statements of the co-operative (,;redit union; (iv) submit to the members any questions or matter requiring the approval ofmcrnbers; (v) make decis ions where this Act or the bye-laws require a two- thirds majority or unanimous vote ofthc Board. (5) F.ver), committee shall- (a) fix its quorum at a majority of its members; (b) kecp minlllCS of ils proceed ings; (c) subm it to the Roard at each meeting of the Roard, the minutes of tht:: comrn i llee'~ prucee d ing~. Page - 31

49. Election of Di rectors, etc. {I) The election of the directors of a co-operative credit union shall Ix: held annually at lhe annual general rueeting. (2) Every member has the right to vote for the number of directors to be elected in a manner prescribed ill the bye-laws. (3) I,V herc annual elections an: held pursuant to subsection (1), a co-operntive credit union shall fo llow the procedural requ irements in connection with the conduct of those elections under this Act, the regulations and the bye- laws. (·1 ) Except where the bye-law~ provide otherwise, where the oHlcc of a director becomes vacant, the rema ini ng directors by a majority vote shall fi ll the vacancy. (5) A director elected by the Goard to fi ll a vacancy shall hold office until the next annual general meeti ng, at wh ich the position shall be filled for the remainder of the unexpired term by vole of the members.

50. Dis qualifications of Directors. /I. person is not eligible to be a director, ifhe - (a) is less than eighteen years of age; (b) is not a member of the co-operative credit union or a duly appointed representative of a member of the co-operative credit union; (c) has occn fuund by a court tu be uf UIISuulld mind or is certified to be suffering from a mental disordcr within the meaning of the t-,·fenta l Health Aet (ell. 230); (d) is an employee of the co-operative credit un ion, the Apex Gody or tilt: Ctntral Bank; (e) has been convicted ofanolfence that is pLmishablc on intlictllll:nt ill The Bahamas, or in another country or an offence invo lving dishonesty; (f) is a professional advisor who provides services to the co-operative credit un ion in his professional capacity or has provided such services in twelve months preceding the datc on which he may be eleetcd; (g) is a memher of the supen·isory committee; (h) is ninety days or more in an'ears of his deht ohligation to the co- operative credit union; (i) is a" c",dischacgcd ba"kmp" Page - 32 G) has heen suspended, removed or prohibitcd from acting ftS a dire-clor of a - (i) finnnein i institution by n domestic regulniory <Iutherit)'; or (i i) foreign financia l institution hy a foreign regu latoty authority. (k) does not meet thl: rcq uiremtnb pn:s;,;ribeJ in the bye- laws .

51. Meetings of directors. (I) Subject to the bye-laws, the directors Iml)' nreet at any place and un any notice that they consider appropriate. (2) The chairman - (a) may call a meeting ofdircetors at any time; (b) on the written request of two directors, shal l call a meeting, within fourteen days of receipt uf that requesl; (c) on the request of the Central Bank shall call a meeting, within ti:nuteen days of receipt uf that requesl. (3) A ma.iority of the d irectur~ constitute a quorum at any meeting of directors. (4) A director lTlay in any manner waive a notice of meeting of directors. (5) For the purpose of subsection (4), ftttcndancc of a director at a mccting of directors is not deemed to be a w·aiver of notice of (ile meeting, unless the director attends the mccting tor the express p u rpo ~e of objecting to the transaction of any business on the ground that the meeting is not lawfu lly called. (6) Subject to the bye-laws, where all the directors consent, a meeting of directors or a committee of directors may be held by means of- (a) a telephone system; or (b) a communication facility other than telephone. that permits all persons participat ing in the IIK~eling to hear ami ~lXak to each other, and a person so panicipating is deemed to be present at that meet ing. (7) Unless this Act, the rcgulations or dlc byc-ll1wS requ ire a mccting, a resolution of the director~ may be passed without a meeting where (0) all directors nre notified in writing, and two-thirds of them conscnt to the re·solution in writing; and (b) the consent is filed with the minutes of the procccdi ngs of the directors. Page - 33

52. Minutes of meetin gs. (I) '[,hc Board slmll cause mi nutes to be kept 01'- (a) all appointlll!;n\s ur ulTicm <lnu comm i lt~ membtTS malk by the Board; (b) all the names of directors present at each meeting of directors; and (c) all resolutions and proceed ings. (2) Every committee shall- (a) cause minutes tD he kept of their meetings; and (b) submit the minutes referred to under paragraph (a) to the Board for review at the noard' ~ meeting next followin g the committee meeting to which the minutes relate.

53. Duty of ca re of director and officer. (\) Every di rector and officer ofa co-operative credit union in exerci ~ing hi~ powers and discharging his duties sha!l- (a) act hunestly ami in good faith with a view to the best interests of the co-operative credit union; and (b) exercise the care, diligence and skill that a reasonably prudent pcrson would cxcrcisc in comparablc circumstances. (2) Thc dircdors may, in discharging their duties under this section, rely on reports, advice, and other information providcd by the co-operative credit union's employees, lawyers, accountants, consultants, and committees of the Doard of which the relevant director is not a member, unless the director has knowledge wh ich would make such reliance unreasonahle or in bad faith .

54. Employment of directors and committee members. The Board and oommitlee members may nol be granted employment in a co- operative cred it uilion unless they have abstained from ~i.ning un the Board ur any committee of the co-operative credit un ion for at least one year.

55. Insurance for directors, committee members, etc. A eo·operative credit lI nion shall purchase and maintain insurance for the benefi t of a direetOl', memher of a committce, officcr' or cmployec against a liability, loss or damage incurred by that person while serving the co-operative credit union in the eapaeilY of director. member of a comm ittee, officer or employee. Pagc·34

56. Misuse of confidential information. !\ director, committee member or officer, or an associate of a director, committee member or officer, who, in cOllm:dion with a transaction rdating to :shan,!s of a co-operative credit union fir a deht ohligation of a co·operative credit lillian, makes use of conridential information for the benefit of. or advantage to himself or of an associate that, if generally known, might reasonahly he exercised to affect materially the val lie of the shares or the debt obligation - (a) is liable to com pensate any person for direct 10:;05 suffered hy the person as a result of the transaction. unless the information was known or reas(mahly should have been known to the person at the time ohhe transaction; and (b) is accountahle to the co-operative cred it union for any direct henefit or advamage received or receivable by him or his associate, as the case may be, as a resuIt of the transaction.

57. Liability of directors. (I ) Subject to the bye-laws, the di reciors are jointly and severally liable to make good nny loss or damage suffe red by the co-operative credit union, where the directors vote or consent to a resolution authorizing or !lppmving by any other means- (a) the purchase of shares contrary to section 61 (b) or (c); (b) investments contrary to section 61; (c) the paYll1ent of a dividend on ~ h ares contrn!"y to section 33; (d) a loan or guarantee or the giving of financial assistance contrary to this Act; (e) remuneration contrary tu section 58; (f) <lny payments in contravention of this Act, the regulations or the bye, laws. (2) A director \,,·ho is present at fI meeting of directors or of a call1/Hit1ec of di rccto~ is deemed to have cast an affinnative vote, given consent to a resolution or given approval mentioned in su bsection (1), unless - (a) the director 's dissent is entered in the minutes ofthe meeting. or (b) the director's written disscllt is- (i) del ivered to the secretary of the meeting before its adjournmcnt; (ii) del ivered or sent by registered l11ail to the office of the co· openltive credit union one day after the adjournment of the meeting; or (iii) transmitted by electronic menns to the secretary of rhe mceting une d<lY <lllcr the adjournment of the meeting. (3) A director who votes fOI' a resolution referred to under ~ub.~ection (I) is not <:ntilli::J to dissent under subsedion (2). (4) A director who wa" absent fmm the meeting referred to under subsection (I) is deemed to have cast an affirmative vote, consented to the resolution or given appruvalull!t;ss withi n fuurteen Jays alter becom ing aware of the procccding,s, the director delivers or sends by registered m<l il his written dissenl to the office of tlte co-operative credit un ion. (5) On the app lication of a director, the court may declare whether or nOI, having regard to any of the circumstances wh ich the court considers appropriate - (a) the co-operative credit union is inso lvent; (b) the payment of a bonus or dividend or the lending of money wuuld make a eo-opcrativc credit union inso lvent.

58. Remuneration. (I) No director and no member of a committee is entitled to be paid any remuneration in connect ion with his duties AS a director or a committee member of a co-operative credit union or for his flttendance at meetings unkss the remuneration - (a) is lixed in the bye-laws: and (b) is ratified annuall y hy the members, by resol ution at the flll nual g~ n~ral m~':t ing , (2) For the purpose of subsection (I ). remuneration includes any honorarium or any payment, in cash or in ki nd, ho wever designated. (3) Directors amI comm inee members may be reimbursed for expenses incurred by re<lson or the perfurmanee of their duties and fu nctions as directors or mem hers of cnmrninccs . (4) The directors shall fix the sularic, of any emp loyees arrointed by them.

59. Ceasing to hold office. A dircctur of a c.o-opcmtive cred it union ceases to hold office when - (a) h~ die~ Of resigns; (b) he is removed; (c) he is no lungr.:r qualilir.:d pursuant to section 50; (d) he acts contrary to section 53; Page - 36 (e) he has been absent from three consecutive board meetings, without rcasouablc cause; (1) his term ofontee exp ires.

60. Removal of directors. (1) Subject to the regulations or the bye-laws, the members of a co-operative cred it union may call n special general meeting for the purpose of removing any director from office. (2) The Central Rank may remove a director if - (a) the director is in contravention of any requirement'> under this Act.. the n.:gulations or the.: bye-laws; (b) the director is no longer a fit and proper person pursuant to section 50. (3 ) A vacancy created by the removal ur a tiirector may be l'ilkd at the meeting of the members at which the director is removed or, where not so filled, may be filled pursuant to section 49(4). PART VIII - INVESTMENTS AND BORROWINGS

61 . Investment of funds. A co-operative credit union may invest it~ funds - (a) in any co-operative credit union or hank approved hy the Central Bank; (b) in any securities issued or guaranteed by the Government; (c) in the Shflre3 or on the security of flny other institution with limited liability approved by the Centra l Bank; (d) in an)' other m~nnef as determined by the Central Bank.

62. Borrowing Limits. A co-operaLive cretii t un ion shall not horrow funds in excess nr Lell pt:I"Ctln Lorits total o:Is~ct:;. Page-3i PART IX - DEPOSITS, STATUTORY REQUIREMENTS

63. Deposits, A co-operative credit union may- (a) receive deposits from its memhers; and (b) pay Any or all of the deposit flnd any or all of the interest all the deposit to, or to the order of, that memher unless, hefore payment, lhe money so deposilt:d is claimed by some other person - (i) in any action or proceeding to whi ch the co-operative credit union is a party and in respect of which service of a mit or alh!!T process originating such action or proceeding has been made on the w-op!.:ntliv(. credit ulliun; or (i i) in any other action or proceeding pursuant to wh ich an injunction or order made by the court requ iring the co- operative credit union not to make payment of the moncy or to make payment of it to a person other than the depositor has been served on the co-operative credit union, and in that case the money so depos ited may be paid to the depositor with the r.:ons(;nt of the daimanl or lu the daimanL with lhe r.:onsent of the depositor.

64. Credit facilities. (I) Subject to the bye-laws, a co-operative credit union may receive deposits fmd loans from persons who arc not members of the eo-operat ive credit union fo r the purpose of meel ing any of its obligations or discharging any of il~ functions under this Act. (2) A co-operative credit uilion may hy mOltgage or in any other manner it dt:e m~ aprropriate guarantee therepllyment of any sums received by it pursuant to subsection (I).

65. Statutory reserve, liquidity deposit and stabilization funds, and disposal thereof. (I) Where a co-operative credit union realizes an annual surplus from its transactions, that oo-operative cred it union shall estab li sh and maintain a statuto!}' rescIVc fund a~ may be prescribed by regulations. (2) F.vcry eo-opcrative ercdit union shall cnsure th ~t- (a) nOI less thfln lell percent of its members' depos its fire kept in a liquidity deposit fund; Page - 311 (h) it~ statutory reserves, retained enrn ings, qua li fying shares and equity shares are at no stage, less than ten percent of its total a~sets. (c) if the amount in paragraph (b) is below ten percent, the co-operative credit union lIlay cease lending and nOli!Y the Central Bank. (J) E,'"y co-'pe"t;" ,,,d;t U,;O" ,h,iI ooutc;hule ,",",ily to , ,t,h;I;"t;m, fund, in such amount as lIlay be dclcrrn in(.:d by Ow Apex Body. (4) Every co-operative credit union shall ensure that the proceeds of tlle statutory reserves, liqu idity depos it and siabilization funds arc deposited with /lnd administered by the Apex Body in such a manner as may be prescrihed hy the regulations and the hye-Iaws. (5) \Vhere an Apex Rody has not becn cstablished 01" is not fu nctioning, thc liquidity deposit, statutory reserves and stahilizaTion funds shall he adminiskred by a person or body of persons as determined by the Central Bank, after consultation with the respect ive co-operative credit unions. PART X - LOANS 66_ Loans by co-operative credit unions_ ( 1) A co-operative credit union may make advances by way of loans to its members. (2) Except for a loan to another co-operative credi t union, no loan may be made to a person who is not a member of that co-operative credit union. (3) A 10"" to, d;tootot, offi"" wmm;"" m""be" emp loyee, '''"'' ""~;"" of the director, officer, committee mcmber or cmployee, and a limited company or pnrtnersh ip of which they are a principal stakeholder shall be approved by the Board in SLich manner a~ may he prescribecl by regulations. (4) Thc Board shall rccord its decision to approve a loan in the minutes or the meeting at which the decision is made. (5) No loan may be made to a director, officer, committee member, employee or an associatc of the director, officer, commiitee member or emp loyee, nor a lil11 ited company or part nership of wh ich they are a principal ~lakeholder except to the extent determined in accordance with the credit policy applicable to the co-operative credit union. (6) A loan made in contravention of suosection (5) is void and shall be irmnediald y repaid to thc cu-oper<ltive cn:dilun ion. Page - 39

67. Provisions for doubtful loans. Every eo-operati . . .e credit un ion shi111 111nke slIch nllownnce for doubtfullonns as may be pre~cribed by regulations.

68. Loan approval. (I) Subjcct to this Act, every loan shall be approved in accordance with the policies established by the directors of the co-operative cred it union beJore any fu nds are advanced . (2) A Joan to a diredor, a credit committee mem ber, a supervi sory committee member, or all}' other committ..:..: member or an employee of a co- operative credit un ion or any person associated with any of thern shall be approved by the Board in such manner a~ may be prescrihed hy regulations. (3) Any person who knowingly apprOves Or grdnts a loan in contravention of this Act or the regulntions shall be held liable for any losses to the co- operative credit union in relation to that loan.

69. Security for loans. Subject to any restrictions that may be prescribed ill the bye-Jaws, a eo-opcmtive credit union may take any security for loans that it considers advisahle in accordance with sound b llsin..:s~ pracliees.

70. Loan limits. ( 1) Loans mny he mode only to members. (2) The bye-laws shall provide for lim its on the amounts of loons to Oil}' olle membcr Of on any type of loan~ which may be granted.

71. Reporting loans. ';l,.ihere n co-operative credit union is reporting loons on the balance sheet in its annual financial statements, the co-operative cred.it un ion shall repol1 the lonns at their net estimated val ue after deducting an allowance for doubifu lloans.

72. Interest on loans. (1) The maximum inte l'val~ al which interest on loans shall he paid. may be prescribed by regu lations. (2) Where the borrower has not paid the interest on his loan tor such period as may he prescrihed hy regulations, {he co-operative cred it IIll ion shall not include that interest as income. Page - 40 PART XI - CREDIT COMMITTEE

73. Credit committee. (1) EveI)' co-operative credit union shall have a credit comm illee which shal l (a) c on ~ist of no less (han three members and no more thrm five members; (h) he determ ined in accordance with the procedure specified in section 48(J). (2) The hye- Iaws of the co-orcralivc credit union may provide 1'01' clCl.:liul1 and n.:lin:mcnt of members of the credit committee in rntoti on. (J) The credit COJllmittee shall compri se persons having had expedence of or shown capacity in, matters related to accounting, finance or lending. (4) No persOll wi lo is a member of the supervisory committee or who is an employee oflhe co-operative ctulil union shall be a member of the credit committee. (5) No member shall be a member of the credit committee unless he has attained the age of eighteen years. (6) A majority of members of the credit committee constitute a quorum. (7) At IIIl election of mcmbers of thc cr.:dit comm illee, a member entitled 10 .,.ok may cast a single vote in respect of each candidate, hut no candidate shall receive more than one \'ote from each mcmber. (8) A vacancy occurring in the cred it committee may be tilled, until the next allllllHI general meeting of the co-opemtive credit union - (a) by the Board, if the vacancy relates fo an appoint men t made by the Hoard pursuantlu section 48(3); or (b) by the remaining members of the credit w lTlllliltce, if the vacancy rdates tu a position held by an elecied member of the committee pursuant to se<:tion 48(3)(b).

74. Duties of credit committee. The credit committee shall perform such dutie.~ under this Act ami as mlly bc prescribed by Ih(: bye-laws.

75. Ceasing to be a member of the credit committee. Where a member of the cred it committee fai ls to attend three consecutive meetings without, in the opinion of the Board, rcaMlnahlc cause; or fails 10 !'age ·4 1 perform any of the duties allotted 10 him as a IJIenlocr of the committee, that mt::mbd~ posi tion on the committee may be declared vacant by the Doard who Illfly then appoint a qualified person 10 till the vacancy unti l the next annual general meeting of the co-operative credit union.

76. Removal by members. (I) The members of a co-operative credit union may, by resolution pa.ssed hy two-thirds uf lhe vules casL at a ~pecial geneml meeting called lor that purpose, remove a member of the credit committee hefore the expiration of his term of office, and shall at that meeting elect another member in place of the first mentioned member for the unexpired portion of his term. (2) The notice calling the meeting of members referred to under subsection (I) shall speeirieally stale Lhal the purpusc orthe meeting is Lo revicw the composition of tile credit comm ittee. (3) Where a meeting has been cal1ed pursuant to subsection (I) for the removal of a member of the credit comm ittee, the memocr is entitled, at that meeting, to make sueh representation to the mem hers regarding the reso lution fo r his rcmoval as hc thinks tit, and may be represented by (I counsel and attorney or an agent.

77. Officer to approve loan. (1) The Doard may, upon such terms and conditions as it specifies, authorize the manager or oliler employee uf the co-operative credit union to appruve loans to members within an approved limit as prescribed in the bye-laws. (2) A person authorized by the Doard to approve loans under subsection ( I) shall subm it fI written monthly report to the credit committee stating the number of loan applications received, the number of loans granted and the security, if flny, obtained tor sueh loans.

78. Credit committee reports . 'll1C credit committee shall- (a) meet at least once every mOl1tl1; (b) keep minutes uf iLs meetings; (e) submit a rcport to thc Board staiing- (i) the number of loan applications received; (ii) the number and category of loans granted; (iii) the security obtaincd for sueh loans; (iv) the numbcl' of appl icalions den ied; and Page - 42 (v) the numher of delinquent loans; and (d) submit an annual report on the matters referred to in paragmph (c) to the annual genera! meeting of the eo-operntive credit union. PART XII - SUPERVISORY COMMITTEE

79. Supervisory committee. (1) Every co-operative credit union .,hall have a supentisory committee which shall be elected by the members at the annual ge n er~ 1 meeting. (2) Th~ sur:rvisury committe~ shall consist of th~ number fix~ d in the bye- laws, wh ich shall not be less than thr~~ m~ m bers. (3) No person who is a member of the 80ard or cred it committee or who is an employee of the co-operative cred it union shall be a member of thi.: supervisory committee. (4) No member shall be a member of the s u p~ rv isory committee unless he has attained the age of eighteen years. (5) A majority of members of the supervisory committee constituics a quorum (6) Where a vacancy occurs in the supervisory committee, the supervisory eommittce members may fill that vacancy until the next annual meeting of the co-operative cred it union. (7) The Boal'd may appoint such persolls as it considers necessnry to assist the superv isory committee in its duties, and may pay those persons such remuneration as it thinks fit.

80. Duties of the supervisory committee. (1) Th~ su p ~rvisory commilt~e shall - Ca) examine the books of the co-operative cred it union; (b) confirm the c<lsh instruments, property and s~curities of the C(l- operntive credit union; (c) confirm the depos its of the mcmbers; and (tI) pt:rfilr111 such other duties under this Ac[ and in lhe oye-IUI.liS. (2) The supervisory committee shall - (a) meet. nt least every two months, and where no auditor has been C1ppointed pu rsuant to section 86, shall meet mot1lhly and shall at Page . 43 each such meeting eXllmine the affairs of the co-operat ive credit ullion; (b) meet with the Board quarterly. (3) The su per.:isory committee shall keep minutes or its meetings and shall (a) lodge the minutes of such meetings with the secretary of the co- uperative credit union; (b) withi n seven days of each meeting, report the results thereof in writing tu the Board; and (c) submit a written report [0 the annual general meeting of the members of the co-operative credit union. 81 , Compliance officer. ( I) Tbc Board sha ll assign the role of compl iance officer to a senior qual ified person other than a director, member of the superv isory committee or auditor of the co-operative cred it union. (2) The Board shall ensure that the compliance officer referred to under sub~ct ion (1) - (a) has d e<lrly documented reporting lines to the Board; (h) is subject to internal audit oversight. (3) The compliance oflicer shall be responsible for managing comp liance at all levels in a co-operative credit union, including comp liance with nil statutory and regulatory requirements.

82. Internal Audit Function. (1) EVel)' co-operative credit lInion shnl1 establ ish fill intemal audit function. (2) The internal audi t fu nctiOIl sha ll be carried out by an internal auditor. (3) The Hoard may appoint- (a) a senior officer of the co-operative credit union; or (b) a chnrtered nccountant. to carry out the internal audit fu nction pursuam to subsection (2). (4) The intcmal aud it func tion tihall be performed independently of other departments in the co-operative credit union and the inlemal auditor shall repOll to rhe supervisory comm ittee on - (a) the adequacy of the intt:rnal controls or the co-operative credit union; (b) compliance with the internal comro l procedures of the co-operative cred it un ion; Page - 44 (c) IIlslanccs of non-compliance with the co-operative credit union's system of internnl controls; (d) any material weaknesses in the co-operative credit union's system ofintemal controls; (e) recommended procedures to eliminate any material weakncsses in Lhe co-operative credit union's system of internal controls; and (I) ~llch othL!1' malters as the Board determines.

83. Misappropriation, etc. (I) Where the supervisory committee ha~ rtasonable cause 10 believe thai the flJnds, securities or other property of the co-operative credit union have been misappropriated or misdirected, or in the event that this Act, the regulations ur the bye-Ia\.\!s have been contravened by the Board, the credit committee or a member thereof or an ufiicer or employee engaged by the Board, the su pervisory committee shall immediately infunn lhe Board and the Central Bank in writing. (2) The superviso!)' committee ,hall immed iately request the Board to appoint an auditor or ~om e other body to assist it in determining whether any of the funds , ~ccur i ties or other property of the co-operative credit union have been misapproprialctl ur mi.:;directed and the remuneration of any auditor or other body so appointed shall be determined by the supervisory committee and paid by the co-operative credit un ion. (3) In any case where the Buard fit ils to appoint an auditor within fourteen days after a rcqUl.:SL i~ made pursuant to subsection (2), the supervisory committee shall appoint an auditor within seven days aller the expiry period of fourteen days. (4) In the event of a misappropriation or misdirection or a suspected misapprupriation or suspected misdirection as referred to in subsection (I), the supervisory committee may recummend the suspens ion of any member of Ihe Board 10 the Central Hank and the Central Bank may suspend any member of the Roard, by notice in writing, where the Centra l Hank is of the opinion that there are reasonable grounds for such sllspenslon. (5) Thc supervisory committee shall immediately request the noard to Slimmon fl special general meeting of the members to be held within fourteen days after the suspension referre d to in subsection (4); and where thl: Board fa ils tu summon such a meeting, the supervisory com mittee shall summon the meetillg within seven days aller the expiry orlhe period of fourteen days. Page" 45 (6) The supervisory committee shall repO!1 to the general meeti ng all the ci rcum~tances of any mi~approprial ion or I!lisdin..:clion of funtls, sl:curilie~ or other property amI the reasons for any s u~pen~ion. (7) The members of the co-operat ive credit union may, hy resolution , dismiss from office ally person suspended under subscction ( ~ ), and, where the members of the co-operative credit union do not dismiss from office any persoll so suspended, that person shall be immed iately re instated. (8) Where a lIleeting has ocell ealleu punuant [0 subsection (5), for the di~missal of a person suspended pursuant to subsection (4), the member ~hall be entitled at the meeiing called for his di~ll1issa l, to make sllch representations to the member> regarding the resolution for his dism issal as he th inks fit, and may be represented by a counsel and attorney or 3n agent.

84. Ceasing to be a member of the supervisory committee. Where a member of the ~urervi'iOry eommittec fails to allcnd three conseeu[ive meetings of the committee without reasunable calise, or fails to perform any of the dutit"~ allotted to him as a member of the committee, that member's pnsitiol1 on the committee may be declared vacant by the remaining mem hers of the committee who may appoinT a qualified person [0 Jill [ht" \'ucaney until the next <1 nl1l1<1 1generalmecting of the co-operative credit union.

85. Removal by members. (1) The mem bers of a co-operative credit union may, by resolution passed by hvo-th irds of the votes cast at a special general meeting duly C<'llled for that purpose, remove a member of the supervi~ory committee bclore the expiration of his term of otlke, and shull by vole cast at the meeting elect another member in his stead for the unexpired portion of his term. (2) The notice calling the meeting of members referred to unuer subsection (I) shall state that the purpo~e of the meeting is to review the composition of the supervisory committee. (3) Where a meeting has been called pursuant to subsection (I) for the removal of a member of (he supervisory committee, the memher of the su pervisory committee is entitled to make such representation to the members regarding the resolution for his removal <IS he th inks fit, and lIlay be represented by a counsel am! allorney or an agent. Page - 46 PART XIII - AUDIT, INQUIRY AND INSPECTION

86. Audit. (1) The Board shall at its own expense, Ciluse the accounts ofthe co-operative credit union to be audited at the end of each financial year by an auditor appoimed by the Board; amI within fourleen days of the appointment of the aud itor, notifY the Centra! Bank of the appointment. (2) Upon the expiration of the period of three mouths after the end of the financial year, if the Board has fa iled to effect an audit, the Central Bank shall cause an audit to he carried Ollt by an auditor appointed hy The Central Oank and the expenses of an auditor so appointed shall he paid om of the fu nds of the co-operative n edi! uniun. (3) An auditor appointed under Sllbscclion (I) or (2) shall be a member unhe Bahamas institute of Chartered Accountants il l good standing. (4) The Board shall not causc thc accounts of a co-opcratiye credit union to be audited by the same auditor for a period exceed ing six consecutive fin ilncial years, and shall ensure that a period of th ree years has elapsed bcllm: lhc rc-appointment of the auditor. (5) The auditor ap(Xlinted under sl,lb5ection (1), shall s1.lbmit a repon to the 80ard. (6) The contents of the auditor's n:porl shall bt prtpared in accordance with i nternBt ion~J accounting standards and the aud itor shall state whether in his opinion (a) the annual financ ial statement referred to in the report presents fai rly the financial position oCthe co-operative credit uni{)n, ami the results of its operations for the period under review; ilnd (b) the cu-operative credit un ion is compl iant with the requirements under this Act, the ref!,uiatiom and the bye-laws. (7) A eo-operfltive credit IInion slm li within four months of the end of its financial year suhmit an annual i1udited s(,1tement of rhe eo-operntive credit union's accounts to the Central Bank together with a copy of the auditur's report. (8) An auditor of a co-operati vt I.:rtJit union shall have al.:cess at all reasonable times to the books, accou nts vouchers, and dOCllments of the co-operative credit union or any book or document relating to ~ny cash or securities belonging to the credit union and affi liated companie~. (9) An aud itor of a co-operative credit union shall immcd.iarcly nOlit), in writing- Pagc - 47 (a) the Central Bank, addressed to the Inspectol'; (b) the eo-operativc credit union, of his intention or decision to- (i) resign before the expiration of his term of oftice as auditor or not to seek to be re-appointed as auditor; or (ii) inc lude a modification of his repoli 0 11 the co-opcmt ive credit union'~ fi nancial statements. (lU) TIll: rc~it,'nal ion of an aud itor shall take effect on such date as may be specified in the notice referred to in subsection (9) and approved by th(' Cenlm l Bank. (11) The audiTOr appointed under subsection (2), shall complete the aud it of the fimillc ial ~tatement s of the co-operative credit un ion with in three months after being appoin ted by the Central Bank, and shall submit a written rep011 to the Central Rank of its findings nnd the Central Bank shall immediately ~e n d a copy of the report to the Board. (12) Upon receipt of an audit rep01t and comments and suggestions thereon the Hoard shall cau~ the same to be brought to the attention of the members of the co-operatiyc credit union in an appropriate manner within six months after (he end of the fi nanc ial year.

87. Submission of returns. (1) A co-operative credit union shall. in accordance with section 116(7), submit within fou r months of the end of its financial year an annual audited statement of accou l1 t~ to the Central Bank, togethcr wi1h a copy of the auditor' report. (2) No later than twcnty da)'s allcr the end of the preceding month, a co- operative credit un ion shall subm it to the Central Bank a monthly return in such foml a.~ the rentro l R~nk may determine. (3) The Central Dank may, by noti" in writing, reqll ;,'e a co-opemti" ccedit union, director or otlicer uf a co-operative credit union to make a special retllTll on any subject connected with the business and anuirs of the co- operative credit union and, where the Central Bank requires a special return, the Central Bank shall specify in the notice a time with in which the special fCturn shall oc mauc. (4) A co-operat ive crcdit union, a director or an officer of a co-operative credit un ion that contravenes th is section is liable to pay to the Centra l 8ank a sp\x: ial liling lee of live hundred dollars. (5) The Central Bank may- Page - 48 (a) extend the time fo r the ~lIbmi~~ i on of tht: annual auditt:d financial statements refmed to in suhsection ( 1) fo r a flllther period not exceeding sixty days; (0) exempt any co-operative credit union hom the provisions of subsection (1) and section R6(7) subject to such tcrms and colldilion~ a~ the Centrcll Bank may deletmine.

88. Duties and powers of Inspector. (I) Thu Central Bank may cause the Inspector, in the exercise of his fu nction of supervision, tu hold an investigation into the constitution, operations and fina ncial pos ition of II co-operative credit un ion - (a) on the motion of tile Centml Bank; (b) on the application of a creditor of a co-operative credit union; (clan the application of a majority of ffit!mbt!rs of tht! Doard or one third of the members of a co-operative credit IInion present and voting; or (d) on the recommendation of thc Apex Body. (2) for the purposes of tb is Act, Thc dutics of tbc Inspector are - (a) to examine and make recommendations to the Governor with respect to applications for registration; (b) whenever the In~rector considers ,1eccssflry, find 'whcn requircd by the Governor, to conduct on-site examinations and off-site supel";ision of the business alTairs of each co-operative credit union tor the purpose of satisfy ing him~e l f that - (i) the provi~i{Jn5 of this Act. the Anti-Terrorism Act (Ch. 107), the Financ ial 'i'ranSflctions Reporting Act (Ch. 368) or any other relevant I\C! aTe heing complied with, (i i) the co-operative credit un ion is in a sound financ ial position ; (c) after the conc lusion of each e.'(fUoinaliun or supervision referred to in paragraph (b), to report to the Governor; (d) to examine and repon on the returns submi tted to the Central [)ank pursuant to sections g6(7) and 87(1) and (2); (e) to examine, hy way of receipt of regular returns, repolts or in slich other manllcr as the Inspector considers nect!ssary, the affairs or business of any co-operative credit union carrying on business within The Bahamas. (3) In the performance 0]' his duties under th is Act and subject to the confidentiality requirements liS may be provided for in the Central Hatlk Page - 49 of The Bahamas Act (Ch. 351j, the Inspector may at al l reasonable times - (a) have access to the books, accou n t~ vouchers, and documents of the co-operative credit union or any document relating to any cash or securit ies belonging to the credit union and atliliated collipanit:s including documents stored in electronic foml; (b) call upon any director, man(lger or any officer dcsignated by the Hoard fo r such infonnation or explanation; (c) call upon thc current or any lormer aud itor ora co-operative credit union for the auditor's reports, working papers, information or explanation. (4) No duly of confidentiality to which an auditor or for mer auditor of /I co- operative credit union may be subject shall be regarded as having been breached by reason of his communicating in good faith to the Inspector, ally information which is relevant to the duties of the Inspector under this Act. (5) The Central Hank may, in writing, designate any person to assist the In spector in the performance of his dillies under this Act, (6) A person who - (a) wilfu lly delays or obstructs the Tnspector in the exercise of his dutics under this Act; (h) refuses or ncglccts to answer a q u~,~liun or to furnish any information or to produce any document referred 10 under subseclion (3) when required to do so by an Inspector; (c) knowingly or intentionally supplies fa lse or mi sleading information to lhe Inspector or any person designaled 10 a~sist the Inspector; (d) conceals or attempts to concea l any person or altempls to prevent any person ITom being questioned by an Inspector, commits an ullence and is liahle 011 summary conviction to a fine not exceeding two thousand dollars or to a term of imprisonment not exceed ing one year or to hath such fine and imprisonlllcnt and in the case of a eonlinuing olI~nce to a further fine not exceeding one hundred dollars fo r eaeh day during which the offence continues . (7) \Vhere an on-s ite examinatiun or ofT-site supervision of the business affairs of a co-operative credit union reveals that the co-operat ive eredi! ullion is comlucting ils business in an un lav,fu l or unsound manner or is othen',rise in an unsound condition, the Inspector shall inform lhtl Central Bank and the Central Ban k may direct the co-operative credit uoioll - (a) to engage an independent auditor to - Page - 50 (i) conduct a review of it~ fimmci<l l sl<l \cme nl~ and accoun ting records; (ii) submit a copy of the rcview showing thc truc financial condition of the co-o!X'rat i\'~ credit union to the Central Oank and the co-operative credit union; and (b) 10 take all such other measures as the Central Bank may consider necessary. (8) No action, suit, prosecution or other proceedings sllall be brought or instilukd persunally against the Inspector or any person duly authorized to <lssist the Inspector in respect of any act done bona fide in pursuance or execution or intended execution of his duties under this Act.

89. Power of search, (1) \Vhere a Magistrate is satisficd by infunmltion un u<lth or by afiirmalion gil.·en by (he Inspector or by a person designated under section 88(5) to assist thc Inspcctor, that there is reasonable grounds lor su;,pecling- (a) th at an offence under this Act has been or is being eommittcd and that evidence orthe commission of the oIT~nc~ may be found at any premises specified in the infol111ation; (b) that any books, vouchers, accounts or documents relating to cash or securities which ought to have bcen produced under section 88(3) and have not been produced may be found at any such premises, the i..,lagistnne may issue a search warrant authorising the Inspector or sueh person designated under section 88(5) or a police ofticer and any other person named in the wan-am to enter and search the premises specified ill the infonnation on one occas ion at any time with in one month after the date of issue of the warrant (2) Every sefl rch WMrant shall be subject to such condjtio n ~ a~ lito..; r-.1ltg i ~trdte rnft)' specify in the warrant. (3) The Inspector or person des ignated under section 88(5), or a pol ice ofilccr and any other person named in the warnml shall be furnished with a fo rm of identification, And shaH prod uce such identificat ion and the warranl Jor inspection UpOli init ial tmLry on any premises and in response to any later reasonahle request. (4) The warrant referred to under subsection (I), may authorise the lnspector or such person designated under section 88(5), or a police officer and any other person nnmed in the WalTallt - (3) to usc such assistance as may be reasonable in the circumstances; Page - 51 (b ) to IlSC such fO I"ce (IS is re(lsonable in the eirelllllst<'lnecs for the purpose of entering the premises; and (c) scarch for and seize anything referred to in the warrJnt or which he bel ieves on reasonable grounds to be evidence in respect of the offence against this Act. (5) A person \\'ho obstructs the Inspector or any other person in the exerci se of any powers oonfcrrcd un him by virtue of this section commits an offence and is liahle on summary conviction to fI fine not exceedi ng one th u u~and do llars or to imprisonment for a term not exceeding three months or to both such fine and imprisonment. (6) For the purposes of this section, "prem ises" includes any bui lding, vehicles, vessel, aireraft or place.

90. Notice of Insolvency. A co-operative credit union shall immediately notify the Central Bank, where that co-operative credit union - (a) is or is likely to become insolvent; (b) is or is likely to bceome unable to meet its obligations; or (c) lias suspended or is about to suspend payments.

91. Dissolution of Board. (1) Where the Central Bank is of the opinion after an on-site examination or off·site superv ision , that the Board is not performing its duties properly, it may, after ohjection .~, if any, made hy the Hoard or other affected persall and allcr considering sueh objectiom. at a general meeting of the co- operative cred it union summoncd by the Central Bank, by order in writing - (a) cause a /lew 80ard to be dcctcd; (b) direct that the alI"airs of the co-operative credit union shall be managed and adm inistered by a suitable individufll or organization; 0' (e) dissolve the Board. (2) S u ~ject to su bsection (3), cvery direction under subsect ion (l)(b) shall have effect fo r sHch period not exceed ing one year as may be specified in the order contain ing such direction. (3) The Ccntml Han k may in its discretion from time to time alllcnd the order for the purpose of extending the period during which the direction shall have t fl(:ct. Page· 51 (-1) Where any order is made under ~llh secti(l n (I), thc Ccntra l Hank shall by the SAIlIC or SU bSCq llClit order appoint a lit and proper person or two or more such individua ls or organizations tn rnllllagc and adm inister the afl'n irs of the co-operative credit uniun, and may from time to time remove ur replace any ~uch appointee. (5 ) SlIbject 10 {he general direction and control of the Centrol Rank, Illly appointee under this section to manage the allairs ora co-operativ.: (;redil lImun - (3) shtlll have the power to rcoovt.:r the assets and diS(.~harge the liabilities of the co-operat ive cred it ull ian aml takc such other steps as may be necessary in its intlo!restj and (b) may exercise all the powers, rights fin d privi leges of a duly cOllSt itlited committee oflhe co-operative credit union. (6) Appointees under this section to mana,!!.!,; the alfairs uf a co-uperdtive (fedil union shall be jointly and severally responsible for an)' loss sustained throuSh any such acts commiW.:d by them as are contrary to any I:lla1;tmenl or the bye-laws. (7) TIle Central Balik may Jix the remuneration payable to any appointee und~ r this section to manage the affllirs of II co-operative cred it union, and thc amuunt or such remuneration and other exren~e~, if any, incuned in the management of the co-operative credit IInion sha ll be payable JrQm the funds of the eo-operati\·!.: crcdit union. (8) The appointee under th is section shll lllll'l'Ilnge for the election of a new Hoard in accordance with the bye- laws prior to the date upon which his appointmcnt shall expire. (9) No order under subsection ( I) shall be made by the Central Hank in respect of any co-operative credit union, if the co-u[Jenttive credit union is indebted to any bank, financ ial in.<;titutioll, or creditor except after prior consultation with these instituliuns in regard to the dissolution of the Board and to the person~ hy whom nnd the ma nner in which the afl'airs of the co-operative credit union are to be managed and admin istered. (10) Noth ing in this section shall be deemed to affect the power of the Central Hank to cancel or suspend the registration of a co-operative credit union under section 14. Page - 53 PART XIV - DISPUTES AND APPEALS

92. Registered Co-operative Credit Unions Appeal Tribunal. (I) There shall be a Registered Co-operative Cred it Un ions Appea l Tribunal ("Trihunal ") which sha ll cons ist of three persons appoilllcd by the .\.1ill islcr ol"whom- (a) one shAll be a cmlnscI and attorney of at least len years stilnding; (b) one shall be a person recommended by the Centml Bank; find (c) one shall be a person recommended by the Apex Body. (2) Tile persons who shan constitute the Tribunal shall be appointed for a period not exceeding three years . (3) The deci~inn (If the Tribunal on fI question of fact shall be tinal and lIlay not be calld into question in any court and shall be enforced in the same manner as ir the decision had been a j udgment of a civil court; but a decision of the Tribunal on n question of law may be appea led to the Suprcmt; Cuurt. (4) The Minister may by Order prescribe the procedure of the Tribunal. (S) The members of the Tribuna l shall receive such remunerat ion as the Minister determines, being at least five hundred dollars per case.

93. Settlement of disputes. (I) Where any dispute that relates to the business of a co-operative credit lII ll0n <'Irises - (a) among mcmocrs, past members and persons claiming through members, past members and deceased members; (b) betwcen a member, past member, or a person claiming through a member, and the co-operative credit union, its Board or any officer of the co-operative cred it union; (c) between the co-operative credit union and any other co-operative credit union; (d) between the co-uperative credit union or its Board and any officer or employee of the co-operative credit union, the dispnte shall be referred to the Central Bank tor a decision. (2) The Central I3ank may before proceeding to heflt or determ ine 11 dispute, make or cause [0 be made a preliminary investigation with the obje\:t of ascertaining the causes, defin ing the issues fmd endeavouri ng to bring about a vol untary settlement between the parties to the dispute. Page · 54 (3) \Vhere a di spute is referred to the Central Bank under subsection (I), the Central Bank may- (a) dec ide the disputt.l; ur (b) rder the dispute to an arhitrator or arhitrators appointed hy the Central Bank. (4) For the purpose of hearing any dispute, the Central 8ank or arbitrator, as the case may be, may administer oaths and may require the attendance of all part ies eoncerm;d and w i tlles~l:s, ami the production of all books, documents Rnd things relating to the dispute . (5) The Central Bank or the arb it1'f1tor, as the case may be, shall also have thc power to onkr tl1c expenses of detemlining any dispute including fees to legal practitioners to he paid either Ol1t of the funds of the co-operative credit un ion or by such parties as the Central Bank determi nes. (6) A party aggrieved hy an order or a decision of the Central Rank or an arbitrator lIlay appt;al to the Tribunal within sixty days of such order or decision . (7) Whcre there is no appeal under subsection (6), the dedsiun of the Central Bank and an award of an arbitrator- (a) may be liled in (he Supreme Court or in the Magistrate's Court for the district where the co-operati\'C credit un ion is 1000ated and shall he registered in the eourt in which it is filed; (h) after the expiration of fourteen dnys after it is filed and registered, shall be deemed to have the same fo rce and effect as a judgment of the eourl in which it is registered and shall he enforced accordingly by ihc person who JiJcd the decision or award. (8) For the purpose of this seclion, the chairman or other ollieer of the Apex Body may serve as an arbitrator. (9) Notwithstandinl:\ anyth ing in this sectiun, a co-operative credit union may exercise nn)' rights arising under any charges, mortgages, bills of ~a lc or other securi t ie~ duly executed jn ~ccord~nce with this Act or any other law without recourse to {he Central Bank or to arbitration . (10) For the purposes of subsection (I) a claim by a co-operative credit union for a debt or demand due to it from a mem her, former member or a personal representative of a deceased member is a dispute that relates to the bus iness of a co-operative credit union within the meaning of subsection (I). Page - 55 94, Case stated on question of law, (I) Notwithstanding anything contained in sections 92 and 93, the Central Bank or au arbitratur may in th~ cours~ of making a deLennination in a dispute rder a question uf law ari~ing therefrom to the Supreme Court, by WRy of CftSC stfttcd for the opinion of that court. (2) A Judge of the Supreme Court may consider and determine any question of Iftw so referred pursuant to section (I). PART XV- RESTRUCTURING OF CO-OPERATIVE CREDIT UNIONS 95, Methods of restructuring. Thc restrucLuring of a eo-operative credit uniun may be effected by any of the follow ing methods- (a) by the amalgamation with another co-operative credit union to fOfm a single co-operative credit union; or (b) by the transfer of the assets and liabi lities of one co-operative credit union to another co-operative credit union.

96. Amalgamation of co-operative credit unions. ( I) Any tv,:o or more co-operative credit ulliolls may, with the approval ufthe Centra l Bank by a resolution passed by 110t less than three-fourths of all the members of each co-operative credit union present and voting at a special meeting calkd lur that purpus~, amalgamatt as one cu-op~rati vt credit uniOIl. (2) Where the resolution rcJcITed tu in subsection (1) is passed, eaeh cu- operative credit union shall apply to the Central Rank for cancellation of its rt::gistration and the co-operative credit unions shall jointly make applicat ion fo r the registration of the amalgamated co-opemtivu credit union. (3) The registration of an amalgamated co-operative cred it union shall be deemed to be sufficient to vest the assets and liabi lities of the amalgamating co-operative credit unkms in the amalgamated co-operative credit uniun . Page - 5G

97 . Transfer of assets of co-operative credit unions. (I) A co-operative credit union may, wilb thl: approval oj' tht: ~ntraillank, by resolution passed by not less than three-fourths of all the members present and voting at a special genera! meeting called for that purpose, agree to transfer its assets and liabilities l.O any other co-operative credit un ion whiL:h has agreed to accept them. (2) An acceptance by another co-operative credit union under subsiOctiun (I) shall he evidenced by <l reso lution of not less than three-fOUlt hs of the members of that other co-operative cred it union present and voting at n special gener<'ll meeting called for that purpose. (3) On the passing of a resolution referred to in subsections ( I) and (2), the tnlllsferring co-operative credit Ullion shall apply to the Central Bank for cancellation of its registrntion nnd the trflnsferee co-operative credit union shall submit to the Central Bank a copy of its resolution agreeing to the transfcr. (4) A cam.:dlalion of registration and a submission of a resolution agreeing to accept a transfer shall lx: deemed to be sufficient to vest the assets and liabil itiiOs of the transferor in the transferee.

98. Claims of objecting creditors. Notwithstanding sections 96 find 97, no amfllgalllflt ion or transfer shall be effected - (a) unles~ the creditors of the co-operative credit unions concerned are given lhree months written notice of the proposals; and (b) where any creditor objccts in wri ting to the proposal, any claims ngai nst the co-operative cred it unions arc first satisfied. PART XVI - WINDING UP AND ANCILLARY MAnERS

99. Winding up. (I ) Where the Central Rank, aftel' an on-site examination or off-site ,upcrvbiun ur the afrairs of a co-operati ve cred it union, is satisfied that the co-operative credit union is insolvent or unable to meet the min imum capital adequacy requirement stipulilted under th is ,\ ct lind thnt - (a) it is un li kely to meet the demands of the depositors of the co- operative credit union; or Page - 57 (h) its continuation in husiness is likely to involve a loss to the members of the (.:o-operative credit union or to the creditors of the co-operative credit union, the Central Hank may make an order directing it to be wound up and may appoint a liquidator for thnt purpose and fix his remuneration, which sholl be paid out ofthe funds ofthe co-operative credit union. (2) \yl lere 110 liquidator has been appomted the assets ;:lllU liab ilities ofihe co- operative credit un ion shall vest in the Central Hank for a period not exceeding twe lve months.

100. Winding up by virtue of reduced membership. The Central Bank may, by order in writing, having published a notice of its intention to isslle the order thirty days before mak ing the order, direct a co- operative credit union 10 be wound up, if at any time it i~ proved to the satisfaction of the Central Bank that the membership has been reduced to less tho n the required number,

101 . Voluntary winding up. (I) Subject to the appruval of the Central Bank, the membt.Ts of a co- operative cred it union may, by resolution supported by at least two-thirds of all the members present at a spec ial general meeting ca lled for that purpose, authorize the winding up of (hat co-operat ive credit union. (2) The Board shall cau~e a notice of a general meeting or the members to be sent to each member for the purpose of authorizing the winding-up. (3) The mcmbers ofa co-opcrative credit union may, at lhc mectillg to be held for the purpose of authorizing the winding-up, appoint a liqu idator. (4) Where the Central Bank - (a) receives notice, in a form satisfaclOry to the Central Bank, of an authorization to wind-up a co-operative credit un ion; (b) is satisfied thM it is in the best intcrest of tbe co-operativc cred it union and it<; memhers, the Central Dank may approve the winding-up. (5) An authorization approved pursuant to subsection (4) shall specify (a) the asselS and liabilit ie~ of the co-operative credit union; (b) the claim or any cred itors; (c) the number of members of the co-operative eredit ullion; fi nd (d) the nature flnd extent of the members' interests in the co-operfllive credit un ion. Page - 5X (6) Where a co-operative credit union is wound-up under this section, any surplus assets remain ing after all claimants have been paid sha!] be utilized in the manner specified in section 106 .

102. Power of Central Bank pursuant to a winding up order. (1) Wh~re the Central Bank cancds the registration of a co-operative credit lIn ion pursuant to sect ion 14, the assets find liab ilities of the co-opermive credit union shall immediately vest with the Centml Rank and the Central Gank shaH have in respect of those assets and liabilities the powers of a liquidator under section 103. (2) The Central Rank may delegate its pmver as a liquidatur tu a suitably qualilied persun; but any ~ueh delegation shall be revocable at wi ll and shall not preclude the Central Bank from exercising the power. (3) The Ccntml Hank may publish in thc Gazette, llotice of the delegation of its power as liquidator.

103. Powers of a liquidator. /\. liquidator appointed under subsection 99(1) shall- (a) take immediate possession of all assets belonging to the co- operative credit union and of all books, records and other documcnts relating to the business of the co-operative credit union so far as may be necessary for its wind ink', -up and rflise on the security of the assets of the co-operative credit union the money requisite for this purpose; (b) n:ft:r uisputes to tht: Ct:nLml Bank with a rt:eornmendation that the dispute be settled by arbitration under section 93 of the Act and institllte and defend actions and other lega l proceedings on behalf of the co-operative credit union in the name of his office; (c) investigate all claims against the co-operative credit union and, ~ubjeet to the provi~ions of the Act, decide quc~tiOllS uf priority aris ing out of such claims, and pay rateflbly according to the amount of such debts, the surplus, if any, being applied in payment of interest from the date of liquidation at a rate to he fixed by the Central Dank and nul exceeding five per cent; (d) fix the time within which creditors shall have to prove their debts and claims or be includcd for the bencfit of any distribution made before those debts or claims are proved; Page - ~9 (e) makt:: any comprom ise or arrangement with creditors having and alleging to have any claims, present or fut ure. tor wh ich ihe co- operMive crediluniOIl may be rendered liubll:; (I) compromise all claims or lin bilities to en lls and debts and liabilities capable of resulting in debt~ and all claims, present and futu re, certain or contingent, subsisting or supposed to suhsi st hetween the co-operative credit un ion and a contributory or alleged contributory or other debtor or person apprehending liability lO the co-operative credit union and al! questions in any way relating to or affecting tile assets or winding up of the C<J-operative credit union on such tenns as may be agreed and take any security for the discharge of any such call, liability, debt or cla im and give cumplete discharge in respect thereof; (g) from time to time, detel111ine the contribution to be made or remaining to be made by the members or past members or by the estates or nominees or lega l persoll",1 represent<1tives of deceased members or by ilny officer to the assets of the co-operaiivc credit un ion, and such contri bution shall include debts due from members or pcr:.:uns; (h) determine by what persons and in what proportions the (.:o~t or liquidfltioll shall be borne; (i) arrange for the distribUiion of the assels of the cu-openllive credit union in a convenient manner when a scheme of distribution has becn approved by the Central Bank; (il "II slich g""mi mcct;ngs of the clI-opera';" ereM un;on us may be necesS<lry; (k) administer oaths, require the attendance of witnesSC5 and other persons concerned with the management of thc co-operative credit union and to require such persons to produce books, docu ment~ and other li ke matters relevant to the co-operative credit union.

104. Power of Central Bank to control liquidator. A liquidator shall exerei~e his powers subject to thc po","crs of the Central Bank and the Central Bank may - (a) resc ind or vary an order made by a liquidator and make whatever new order it deems appropriate; (h) remove the liquidntor from office; (c) ca ll fo r il ll books, documents and assets of a co-operativu c.rcdi t L11l10n; Page - GO (d) by order in writing li mit the powers of the liquidntor under section 103; (e) require accounts to be rendered to the Central Bank by the liquidator; (I) procure the auditing of the accounts of the liquidator and authorize tlw distribution ot'the assets of a eo-opt'Tdlive credit union; (g) make an order for the remulleration of the liquidator; and (tt) refer any ~ u bject of d i ~p u te berween a liquidator and any third party to ilt'bitratiol1 if that party consent~ in writing to he hound hy the dcci~ion of the arbitratur.

105. Cancellation of registration consequent upon winding up. Where the Central Bank makes an order cancell ing tJ}(.; registratiun uf a co- uperative credit union, the co-operative credit un ion shall be deemed to be dissolved from the date of such order.

106. Disposal of surplus assets. After all the liabilities including the paid-up share capital of a cancelled co- operative credit union bave been met, any surplus asscts shall not be divided amongst it:; member.; but ~hal! be deyoted to any object contained in the bye- laws and v,:hen no object is ~o contai ned, to any object of public uti lil), detefm ined by thc gc[]cral meeting uf the cD-operative cred it un ion and approycd by the Central Hank, or such assets, flS the members so ayee, may be assigned by the Central Bank in whole or in part 10 either ur bolh of the fol!owing - (a) all object ofpuhlic utility of loca l interest; (b) a chari table purpose, or may be placed on deposit with a bank or other fi nanc ial institution ftpprovcd by Ihe Central Dank unti l such time as a co-operatiye credit union with similar objects and bye-laws is registered where, with the consent of the Ccntra l Hank such surplus assets may be credited to the reserye fun d of such new co-operative credit un ion.

107. Power of Central Bank to surcharge officers etc_ of a co-operative credit union. (1) \Vhere in the course of on-s ite examinations or off site supclvision or fln fludit under section 86, or a liq uidation of a cu-operative credit union, il appears that any sum of money is due to the co-operative credit un ion from any person who or which hilS taken PMt in the organization or management of the co-operative credit union, the Central Oank may, of its Page - 61 own motion or upon the application of the Board or liquidator or nny creditor or contributor to the co-operative credit union, as the case may be, examine the conduct of such person or group of persons and make an order requ iring him or such group to- (a) repay with such interest as the Central nank thinks fit such money or part thereof; (b) restore such property or part thereof; or (c) contribult: Stich sum as tht: Ct:nlml Dank Lhinb fit to the assets of the co-operative credit \lilian by way of compensfltion. (2) Bd·orc making an order under subsection (I) against any person or group ofpcrsons, the Central Bank shall give that person or group of persons an opportunity to be heard and to show cause why such order should not he madc. (3) Where an order under subsection ( I) has not been complied with, such sum may be recovered by the co-operative credit ullion on application to- (a) a Magistrate\ Court having jurisdiction in the registered place of hus iness of the co-operative credit union, as though it were a fine imposed by sentence of a Magistrate, and in uefaull of paymenL, Lhe Magistrate, may impose a sentence of imprisonment in respect of such persolls or group of persons, tor a term not exceeding six months or until due paymenT is made or wh ichever is eilrlier; or (b) the Supreme Court in any case where a Magistrate's Court lacks the jurisdiction to henr the application . (4) Ncither the preceding provisions of this section nor the making of any order thereunder may he deemed nr construed to prec lude or otherwise affcct thc institution or ma intenllllee of a prosecution againsl any pt:rsOll or group of persons referred to under subsection (I) in respect of any offence under any other written law.

108. Attachment of property. Where the Central Rank is satisfied that any person with the intenL1O defrauu or dclay the exccution of any decision that may be given in a dispute referred to the Central Bank or to an arbitrator is about to d i~pos(' of the wlwk or any part of his prupcrly, the Central Bank may. unless adequate security is furnished, apply to - (a) a Magistrate's Court of the di strict in which the property is situated fo r an order for the condil ionn l nti:1chment of such property and the Page - 02 Magilitrale may, if he conliideJ"li il to be in the interest of justice, make such an order; or (b) thc Supremc Court, in any casc whcrc a Magistrate's Court lacks the jurisdiction to hear the app lication.

109. Enforcement. An order made by a liquidator or the Cemral Dank under this Part shall be enforced in nll l'espects as an order made by a Magistrate in his civi l jurisdiction.

110. Limitation of jurisdiction of civil court. Except to the extent provided in this PM, no civi l court shall have any jurisdiction, in respect of any matter concerned with the wind ing-up of a co- operative credit union. PART XVII - APEX BODY

111. Establishment and constitution of Apex Body. For the purpose oflh is Act, the memhership oftbe Apex Body e~a h l isbed under scclion 11 5 or the Cu-operative Societies Act ~ hall include co-o~rative credit unions registered under th is Act.

112. Functions of Apex Body. (I) ror the purpose of th is Act, the Apex Dody shall be a co-operati ve credit union and shall co-ordinate, assist and promote all co·operative cred it un ions and ~hall pcrfonn such fund ions a~ may be deLennincd by its constituent members. (2) Without prejudice (0 subsection (1), the Apex Dody shall be responsible for the nrlmi nistration and management of its member's stabi liZ:'ltioll fu nd, liquidity dtposi l fund and ~tatu tol)' reserve fund, as e,stablished under section 65. (3) The A~x Body shall- (a) pay markct ratcs of rcturn on mOllcy undcr its admin istration; (b) invest in cash, government securities, government guaranteed investments or other investments as approved by the Central Bank; and (c) est(lbl ish an investment committee. (4) An investment committee established under subsection (3)(c) shall- Page - 63 Ca) consist of three person" one of whom ,llall be a member or lhe board of the Apex Body, who shall be appoinld by lhe Apex Body, aiter consultation with the Central Bank, for fI period of three years and shall be eligible fo r re-appointment, but no member of the investment comm ittee shall serve more than cwo consecutive term~; (b) consist of pmons who have a sound understanding of in\'estment risks an d liquidicy management. (5) The duties of the investment comm ittee are to - (il) set investment strategies and policies; (b) review and revise invescment strategies on a regular basis in light of the changes in the market environment; and (c) coordinate and oversee the investment ponlolill of the Apex Body.

113. Management. (1) A co-operative cn::dit union shall appoint OIl C of its directors to ho ld office at the first meeting, and subsequent annual meetings of the Are>: l10dy for a period of either one, two or three years in accordance with the bye-laws of the Apex Rodr (2) No director of an Apex nody may hold office - (a) for more than tWO consecutive tenns; (b) in any case where such person has ceased to be a director of a co- operative credit union that is a member of the Apex Body. (3 ) The Doard of an Apex Body is subject to the requiremcnls ullder scctiun 47 . (4) The Apex Body is exempt from establishing a liquid ity deposit fund .

114. Consultation with the Central Bank. The Central Bank may, from time to time, consu lt with the Apex Rody, on matters relating to the development of co-operative credit unions. PART XVIII - OFFENCES

115. Corru pt practices and bribery. ( I) A member, director, comm ittee memher, agent or employee of a co· operative credit union who corruptly accepts, agrees tu accepl, oblains or aLtem pl~ to ublain whether for himself or another, any gift or eUllsidentlioll as an inducement or reward for doing or torbcllring to do Page - 64 any act re lat ing to the business of the eo-uperative credit union or Cor showing favo ur or disfavour to any person in relation to the business of the co-opcrai ive credit union and any persoll who corruptly gives, agrees to give or offers such gift or consideration io uny member, director, committee member, agent or employee of a co-operative credit union as such inducement or reward , comm its an offence and is linble on summary conviction to a finc of two thousand dollars or lU a tcrm of imprisonment for five years. (2) In this section, "consideration" includes valuable consideration of any kind.

116. Falsely obtaining property of co-operative credit union, ( I) A per~oll who obta i n~ po~~ession of any property of or is granted any loan by a w -operative credit union by tidse representatiun ur uther eormpt means commits an offence and is liable on summary conviction to a fine or one thousand dollars. (2) III allY proceedings under lhis sedion lhe persun <lceused mil)' in <lddiliun to any penalty imposed be ordered to deliver up any propeny or repay any Sllm of money 1O which lhc proceedings relale <lnd pay the cost of the proceedings.

117. Failure to comply with the Act, etc. (1) A co-operative credit union or any officer or member thereof or any other person who fai ls without reasonable C:'luse or \ovilfully Ileglecrs or refuses to comply wi th any requirements of th is Act or any order given for the purposes of and in accordance with this Act or to furnish any information or who purporting to comply with any such requirement knowingly filrnishes falsc information, commits an offence. (2) A person who wilfully or without rea~onab l e cause disobeys any sunrmons, order or dircdiun lilwllllly issued under lhis ACl, commits an offence. (3 ) A" ullice, oc mcmbcc uf " co-opemt;ve ,,",Et "";" who w;lfully contravenes the hye-laws relnting to his duties or fu nctions as such officer or member commi t ~ an offence. (4) /\ person who comm its an offence under this section is linble on summa!), conviction to a line of two thousand dollars. Page - 65

118. Dealing in property subject to charge. (I) .A, perSOIl who fmudu!ently or clfltldest inely removcs an)' property comprised in a charge created in t:1vour of a co-operai ive credit lInion un d ~r s~cli() 11 41 Ii-om the place where such property was situated at the time of the execution of the charge or who knowingly disposes of O!' deals with or attempts 10 dispose of or deal with such propetty without lirst obtain ing in writing leavc of the co-opcr'dtive cmlil union, commils an offence and is liable on summary conviction to fI fine of one thousand dollars or to a term of imprisonment fo r one year. (2) Where any person ""..ho has received a loan from a eo-opemtive credit union is convicted of an offence under this section, there may bc imposed on him notwithstanding any penalty specified in subsection (I), an additional penalty equal to such amount of the loan with interest as has not been repaid to the date of the conviction and the payment of such additional penalty shall disehart\c the liability or the borrower to repay the loan. (3) Where the cour1 has imposed an additional penalty speeilied in subsection (2) and that penalty is not paid, the court may ordcr that the person convicted under this section and who hHS dcfHulted in the paymcnt ofthc additional penalty be imprisoned for six months in respect of such default. 119, Offences with respect to reports , (I) :\ person comm its an offence, who makes or assists in making a repon, return, notice or other document, required under this Act to be sent to the CcntmJ Hank or 10 any ulhc.r person, thal - (a) contains an untrue statement of a material fact; (b) omits to state a material fact required in the repurt or nc~ sa ry lu make a stalcment contained in the rcport nut misleading in light uf the circumstances in which it was made, (2) A person who cOlllmits an offence under subsection (1) is liable on summary conviction- (a) in the case of an individual, to a tine of five thousand dollars or to a term of im prisonment of one year or to hath; (b) in the case of a oody corporate, to II fine ofhvenly thousand dol lars. (3) Where (he pmon refen'ed to und~ r subsection (I) is a body corporate an d wh~ l her or not the oody corporate has been prosecuted or convicted, any director or officer of the body corporate who kno1,'.."ingly fluthorises, permits or aCf.[ lIic.sc.c.s in the ollenee also comm its an offence and is liable Pag~ - 66 on summary conviction to a line or five thousanu dullars ur to a term of impri sonment of one year or to both. (4) No person commits fm offence under subsection ( I) or (3) where the untrue statement or omission - (a) was unknown to him; and (b) in the exercise of rensonable diligence, couId not have been kno",," to him . PART XIX - MISCELLANEOUS

120. Confidentiality. Nu peJ1:on who has acquired information in his capacity as- (a) director. officer, employee or agent of any co·operative eredit union or former co-operdtive cred it union; (b) counsel and attomc)" eOllsullanl or auditor orlhe Central Bank. or a~ an employee or agent of slich counsel and attorney, consultant or auditor; (c) counsel and anorney, consultant, auditor, accountant, receiver or liquidator of any co-operative credit union or fanner co-operative credit union or as an employee or tlgern of such counsel and attomey, consu lt1nt, auditor, accountnnt, receiver or liqu idator; (d) auditor of any customer of Any co-operfltive credit union or forme r co-operative credit union or a.~ an employee or agent of such auditor, shall, wilhuut the expre~~ or imp lied consent of the clistomer concerned, disclose to any pcrson any such information relating to the identity, assets, liabilities, transnetions or accounts of a cllstomer of fI co·opcrative ercditunion or relat ing to any app lication hy any person under the provisions of this Act, flS the cflse may be, cxccpl- (II f" the P"'I"" uf the p"fuem"" uf hi, "'LI" uc Lhe exercise of his functions under this Act, if any; (i i) for the purpose of the performance of his duties withi n the ~cope of his em ployment; (i ii) when a co-operative credit union is lawfully required to make uisclosure by any court uf wmpetent jurisdiction within The Bahamas, or under the provis ions of any law of The Rahamas; Page· 67 (iv) for the purpose of enilbli ng or assisting the Governor to exercise any functions conferred upon him by any written law; (v) to a person with a view to the inst itution of, or for the purpose of - (aa) criminal proceedings; (bb) disc iplinflry proceedings, relating to the exercise by fI coumel and attomey, auditor, accountant, valuer or 31,;1u3t)' orhis pro fcs~iunal dUlies; or (cc) disc iplillflry proceedings relating to the discharge by 11 puhlic officer or a member or employee of the Central Bank of his dUlies,

121. Evidence of documents and entries in books. (1) A copy of any entry in a book of a co-operative credit union regularly kept in the course of busi ness shall, if certified in such manner as nmy be prescribed in the hye-Iaws, be received in any legal proceeding" civil or crim inal, as prima jacie evidence of the existcncc of such entry ilnd shall be admittccl as evidence of thc matters, transactions and accounts therein recorded in e\'e!)' case to the same extem as, the original entry itself is admissible, (2) No officer of any co-operative credit union shall, in any legal proceedings to which the eo-operativc cred it union is not a party, be compel led to produce any of thc books of thc eo-opcrative cred it union, thc contents of which can he proved under suhsection (I) or to appear a~ a witness to prove any matters, transactions or accounts thercin recorded, unless thc court fo r special reasons so directs. (J) Every copy of rules or other instruments or documents. and eve!)' extract uf an instrum('·Il! ur dueument, bearing the scal of the Central Bank, shall he received in eviclence without further proof and every docnment purpurting Lu be signed by the Governur or other olliccr or the Central Ba nk under this Act sha ll, in the absence of any ev idence to the contror)', be received ill evid..:n<Xl withoui further proof ur the signature,

122. Exemption from stamp duties and other fees. (I ) Every c(}-operative credit union registered under th is Act is exempt from any stamp duty with which, under any law tor the time being in force, instruments executed by or on behalf of such co-operative credit union or by an officer or member re lating to the business of such co-operative credit lI nion, any class of such instruments, fl rc respective ly chargeable, Page - 6& (2) The instruments or transactions rehlling to any loan granted under this Act shall be exempt from tlle payment of stamp duty under the Stamp Act (ell. 37U).

123. Non-application of certain Acts. Save as expressly provided in this Act, the Co-operative Societies Act (Ch. 314), the Companies Act (Ch. 30Rj, the Friendly Societies Act (eh. 313), the Minors Act (ell. 6), the Banks and Trust Companies Regulation Act (Ch. 316), the Bankruptcy Act (ell. 69), the Value Added Tax Act (N(). 118 ()f 2()14) and the Investment Funds Act (Ch. 369A) do not apply to co-operative credit unions registered under this Act.

124. Regulations . (1) The Central Bank, alte·r consultation with the Minister, may make regu lations for the purpose of cflrryitlg out or giving effect to the provisions of lhis Act. (2) Without limiting thc gcncrality of suhsection (I), regulations may be made (a) prescrihing fees or charges under this Act; (b) prescrihing the procedures for appeal> to tht: Ct:ntral Bank pursuant to section 93; (e) exempting any co-operative credit union f!"O m any prov ision of this Act; (d) prcscl·ibing any other matter required or authorized to he prescribed by this Act.

125. Fees. 1'111 fees and charges collected by the Central Dank umkr or by virtue of lhis Act shall be paid into the Consolidatcd Fund.

126. Transitional provisions. (1) Notwithstanding any other provisions of this Act, any credit un ion which prior to the commencement of this Act was duly registered under the Co- operativt: Sm;it:lies Ad 2005 shall be deemed to be rcgistcred under thi~ A<.:l. (2) The Central Bank shall issuc a ccrtificate of continuance to a credit unton refelTed to under suhsection (1) to take effect from the date of the com mencement of thi~ Act. Page - 69 (3) The commencement of this Act shall not operate to terminate the tenure of any persoll then serving as a dire<.:tor, officer. manager or wmmiUee· mcmber of a credit union . (4) Where a credit llnion is being disso lved ur liqu idated and dissolved pursuant to the Co-operative Societies Act, 2005, that Ad I:ontinu~s to apply to tlwt cred it union. (5) Legal ur othtf proceedings pending before the co mm e n~ ement orth is /\cl to which tfie Director of Socielies was (J pmt}' may be contin llcd as if the Central nnnk was a party to thosc proceedings. (6) Ally orders, directions, appointments ilnd other acts Imvfu JJy made um!cr a provision of the Co-operative Societies Act, 2005 rclating to credit unions, and in force immedilllely before the commencement of th is Act, ~hal1 he taken to have bCCtl matle Of done under the corresponding provision of this Act [mn continue to have effect accordingly.

127. Power to amend bye-laws. (I) A co-operative credit union may, subjcct to this Act amend its bye-laws including the bye· law which declares the nllme of the co-operative credit unton. (2) 1\0 amendment of the bye- laws shall b~ valitl until that amendment has been registered under this Act, for which purpose three copies of rhe amendment shall he submitted to the Central HatLk. (3) Whc·re lhe Central Bank is satistied that the amendment of n hye-law, is not contrary to this Act, the Central Dan k mlly register the amendment. (4) \Vhere the Central Hank refus es to regisLer an amendmenL of a bye-1m\', an appeal shall lie to the Tribunal whose decision shall be final. (5) An 'n"nd"'en' which chaoges the n,,,,, of " co-op",ti" ccedit "ioo shall not affect any right or obl igation of the co-operative crenit union or of any of its members or past members and any legal proceedings pend ing may be continued by or agaitHt the C\J-opemt il.'c credit ullion under ils no;;:w name. ((j) \'lhere the Cet1tral Rank registers an amendment of (lie bye-laws, Lhe Central Bank shall issue to the co-oper.;:livc cnxJil union II copy of the am~ndment certitied hy the Central Hank which shall be conclus ive evidence of the fact that the IIlTIcndlllcnt has bccn duly registered . Page . 70