2015
OVERVIEW
Stated Capital Reduction Special Resolution and
Amendments to the Articles of Incorporation
Meridian’s Board of Directors is desirous of reducing the current Membership share price for an adult Member in order to reduce the perceived barrier to Membership of the current share price. In order to accomplish this reduction, the Members must pass a special resolution authorizing a reduction in the stated share capital for the
Membership Shares issued by Meridian, and an application for approval must be made to the Financial
Services Commission of Ontario. If all goes well, an amendment to the Articles of Incorporation to reflect the per share price change is also required.
Concurrent with this amendment, the Board of Directors is also desirous of an amendment to the Articles of
Incorporation that provides flexibility as it pertains to the size of Meridian’s Board. There is no desire to change the current size at this time, but the amendment to the
Articles will provide the Board with flexibility in the future.
The amendment would change the number of directors from a fixed number of twelve (12) to a flexible range of seven (7) to eighteen (18) directors.
The Board has unanimously approved the above mentioned stated capital reduction special resolution and proposed amendments to the
Articles of Incorporation.
By-Law Amendments
The last amendments to Meridian’s By-laws took place in 2010 where required amendments resulting from revisions to the Credit Union and Caisses Populaires Act
(1994) and related Regulations which had been proclaimed in October 2009, were approved by the
Membership.
Since that time the Board of Directors has identified several small changes that require the approval of the
Membership. The Board has unanimously approved all the changes that are being placed before the
Membership for approval.
The by-law changes have been grouped into three categories. The first are specific to Meridian’s
Membership share requirements; the second as it pertains to the Bond of Association for the Credit Union; and third are considered housekeeping changes.
The Text of the Special Resolutions
On the following pages are the resolutions pertaining to the stated capital reduction, amendments to the Articles of Incorporation, and the by-law changes, including the rationale for passing such resolutions.
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RESOLUTION # 1
Reduction In Share Capital
Rationale
The Board considers that the value of a Membership
Share at $5.00 per share is a potential barrier to joining
Meridian, and as it grows, the requirement to hold 5 shares at $5.00 each has become a barrier to that growth. The Board has determined that there are no reasonable grounds for believing that the Credit Union is, or the reduction would cause it to be, in contravention of any provision of the Credit Unions and Caisses
Populaires Act, 1994 (Ontario).
Whereas the Credit Union wishes to reduce its stated capital for Membership shares;
NOW THEREFORE BE IT RESOLVED AS SPECIAL
RESOLUTIONS OF THE MEMBERS OF MERIDIAN
CREDIT UNION LIMITED THAT: a. the stated capital account for the Membership
Shares issued by Meridian Credit Union Limited be reduced by reducing the base share redemption price of each share from $5.00 to $1.00, in accordance with the provisions of section 72 of the
Credit Unions and Caisses Populaires Act, 1994
(Ontario), as amended (the “Act”); b. the Credit Union is authorized and directed under the Act to apply to the Superintendent of
Financial Services (the “Superintendent”) for approval of the special resolution set out in paragraph (a) above; and c. the special resolution set out in paragraph (a) above shall have no effect unless and until it is approved in writing by the Superintendent.
RESOLUTION # 2
Amendment To The Articles - Reduction Of
The Price Of A Membership Share
Rationale
If the Members pass Resolution #1, approving a reduction in the stated capital of Membership Shares, an amendment to the Articles of Incorporation is required to reflect this reduction.
Whereas the Credit Union wishes to make certain changes to its Articles of Incorporation as it pertains to the value of a Membership Share;
NOW THEREFORE BE IT RESOLVED AS A
SPECIAL RESOLUTION OF THE MEMBERS OF
MERIDIAN CREDIT UNION LIMITED THAT: a. the Credit Union is authorized to amend its
Articles of Incorporation as follows: The phrase
“the amount of five dollars ($5.00)” in paragraph
6B(c) is deleted and replaced with “the amount of one dollar ($1.00)”; b. the amendment set out in paragraph (a) above shall not take effect unless: (i) the Superintendent approves a special resolution of the Members of the Credit Union authorizing the Credit Union to reduce the stated capital account of the
Membership shares by reducing the base share redemption price of each share from $5.00 to
$1.00; and (ii), the Members pass, on or before
April 21, 2015, a special resolution confirming a by-law amendment to reduce the minimum number of Membership Shares a Member must hold from five (5) to one (1); and c. The Credit Union is hereby authorized and directed to deliver to the Superintendent articles of amendment in accordance with the provisions of section 313 of the Act in the event all preconditions for the special resolution approving the amendments of the Articles of Incorporation taking effect have been satisfied.

RESOLUTION # 3
Amendment To The Articles — Range Of
Size Of Board Of Directors
RESOLUTION # 4
By-Law Amendments — Membership
Shares
Rationale
The current Articles of Incorporation state a fixed number of Directors. The Board is desirous of changing the required number of Directors of the Credit
Union from a fixed number of twelve (12), to a range of between seven (7) and eighteen (18) Directors, to provide flexibility that at some future time the Board could seek a By-law amendment to either reduce or increase the size of the Board.
Whereas the Credit Union wishes to make certain changes to its Articles of Incorporation as it pertains providing a range in the size of the Board of Directors.
NOW THEREFORE BE IT RESOLVED AS SPECIAL
RESOLUTIONS OF THE MEMBERS OF MERIDIAN
CREDIT UNION LIMITED THAT: a. the Credit Union is authorized to amend its
Articles of Incorporation as follows: section 4 of the Articles of Incorporation is deleted and replaced with the following: “The number of directors shall be a minimum of seven (7) and a maximum of eighteen (18)”; and b. The Credit Union is hereby authorized and directed to deliver to the Superintendent articles of amendment in accordance with the provisions of section 313 of the Act in the event the special resolution set out in paragraph (a) above is passed by the Members.
Rationale
The current Membership share value for an adult Member is $5.00. No person is entitled to be a Member until five shares are held, or if a junior Member (under the age of
18) two shares are held. As Meridian continues to grow its
Membership base, the required $25.00 in Membership shares has become a barrier to this growth. The Board and senior management of the Credit Union are of the opinion that reducing the value of the Membership share from $5.00 to $1.00 and the number of shares from five to one would eliminate this potential barrier to joining
Meridian. The proposed reduction of the value of each
Membership share will be accomplished if the Members approve a separate special resolution to reduce the Credit
Union’s capital and the reduction is approved by the
Financial Services Commission of Ontario. The proposed
By-law Resolution #4, if confirmed by the Members, would accomplish the reduction in the number of
Membership shares a Member is required to hold and reflect the anticipated approval of the reduction in capital.
It would further eliminate the requirement for a junior
Membership. Finally, it would also revise the current by-laws to give the Board of the Credit Union the discretion to permit a Member to purchase up to an additional 1,000 Membership shares, up from the current level of 200. This change is advisable if the overall proposed reduction in the Membership share requirement from $25.00 to $1.00 is accomplished.
Whereas the Credit Union wishes to make certain changes to its By-laws as they pertain to Membership Shares.
NOW THEREFORE BE IT RESOLVED AS A
SPECIAL RESOLUTION OF THE MEMBERS OF
THE CREDIT UNION THAT:
The By-law passed by the Board of Directors on
February 26, 2015, approving the following amendments to the Credit Unions’ By-law No. 1, as presented, is hereby confirmed without amendment or variation, with the understanding that the amendments shall not take effect unless or until such time as the proposed share capital reduction is also approved by the Members and the Superintendent of the Financial Services Commission of Ontario: a. Subsection 2.03 (a) – amended to 1
Membership share b. Subsection 2.03 (b) – amended to $1.00
c. Subsection 2.03 (c) – 200 amended to 1,000 d. Subsection 2.03 (d) – clause deleted e. Subsection 2.03 (e) – clause deleted
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RESOLUTION # 5
By-Law Amendments - Bond Of Association
RESOLUTION # 6
By-Law Amendments - Housekeeping
Rationale
Meridian’s current Bond of Association limits
Membership to persons who reside or work in the
Province of Ontario. At a time when deposit attraction is critical to the growth of credit unions, Meridian is desirous of being able to gather deposits from across
Canada through digital channels. In order to do this without being limited to the restrictions contained within the 3% basket clause that permits the Board to specifically admit to Membership persons who would not normally meet the above criteria, Meridian wishes to expand the current bond to include all provinces and territories in Canada.
Whereas the Credit Union is desirous of amending its
Bond of Association;
NOW THEREFORE BE IT RESOLVED AS A
SPECIAL RESOLUTION OF THE MEMBERS OF
THE CREDIT UNION THAT:
The By-law passed by the Board of Directors on
February 26, 2015, approving the following amendment to the Credit Unions’ By-law No. 1, as presented, is hereby confirmed without amendment or variation:
The amendment of Subsection 2.01 (a) to: Persons who reside or who work in any Province or Territory of Canada
Rationale
Based on the recognition that wording could be clarified to reduce confusion, several minor changes that are housekeeping in nature but nevertheless are improvements that enhance the governance of the credit union are proposed.
Both changes pertain to Schedule B of the By-laws, being the Director Nomination and Selection process.
The first proposed amendment clarifies that a Director who has served their term on the Board of Directors would be an eligible nominator in the year after having finished their service. The second proposed amendment clarifies that none of the five required nominators can be an incumbent Director of Meridian.
Whereas the Credit Union is desirous of making certain changes as they pertain to enhancing the governance of the credit union as follows:
NOW THEREFORE BE IT RESOLVED AS A
SPECIAL RESOLUTION OF THE MEMBERS OF
THE CREDIT UNION THAT:
The By-law passed by the Board of Directors on
February 26, 2015, approving the following amendments to the Credit Unions’ By-law No. 1, as presented, is hereby confirmed without amendment or variation:
The amendments to: a. Schedule B Subsection 1 (c) (ii) - amended to read “signed by the proposed nominee and” b. Schedule B Subsection 1 (c) (iii) being the former
1 (c) (ii) amended to read “signed by” five (5)
Members c. Schedule B Subsection 1 (c) (iii) B – added at the end the following: “other than as a result of
Schedule A, s1(b) of the By-laws; d. Schedule B Subsection 1 (c) (iii) - “F” amended to
“D”.
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