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Special Resolution

Special Resolution

Voting on Special Resolution #001-2025 is now closed.

 
The member vote on the special resolution to change CCCU’s Rule on Board terms limits closed on January 21st. Thank you for your participation and helping to shape your Credit Union.

Results of the Vote

Please check back on February 5th to see the results of the member vote.

Find Special Resolution Resources:

Questions & Answers

 
Coastal Community Directors answer questions you may have about the proposed recommendation to change CCCU’s Rule on Board term limits that will further strengthen board expertise and continuity.

  • CCCU’s Board believes term limits are an important governance practice.
  • The Board unanimously agrees that the current maximum term of nine years of the preceding twelve years, put in place in 2023, is too short because of its impact on Board continuity.
  • As a result of the current Rule, many of the Credit Union’s directors are no longer on the Board, taking many years of knowledge and experience with them. With the significant turnover in the Board of Directors since the Rule change, six out of 10 of the Credit Union’s directors are in their first term. Further, if the current Rules remain, depending on the results of the 2025 Directors Election, there could be only two Directors remaining on the Board with three or more years’ experience. While the Board renewal has been good for our organization, the Board of Directors is concerned with the significant and rapid loss in Board continuity, skill sets and experience that these changes have triggered, and a potential resulting increase in risk to the Credit Union.
  • It takes time to fully develop as a Director. The proposed Rule change balances experience with renewal and new perspectives, while retaining historical knowledge about CCCU among the Board.
  • Our proposed lifetime length of tenure of no more than four terms is in line with the Rules of Vancouver City Savings Credit Union (Vancity), Beem Credit Union, and Prospera Credit Union, which are among the largest credit unions of BC.
  • Compared with the current Rules, the proposed change aims to better balance the need for both new and historical perspectives, to ensure stability, continuity and sufficient time for comprehensive knowledge transfer and continued strong governance oversight in what is a complex financial, regulatory and operating environment.
  • The proposed special resolution builds on and strengthens the changes recently accepted by the membership on maintaining a limit on Board terms.
  • While the special resolution proposes extending the current nine years out of the preceding 12 years, to a maximum of four terms (or 12 years), it also places a significantly stronger limit. Unlike the current Rules, under the proposed Rules a director becomes ineligible to ever run again after they have reached their maximum tenure. This proposal is part of how the Board is fulfilling its obligation to look ahead and plan for the challenges of tomorrow. The Board believes the proposed Rule amendment better balances renewal with stability – allowing more time for transferring knowledge and building experience.
  • It is very important to the Board that they move this initiative forward to have clarity on the path forward before the 2025 Directors Election and AGM.
  • If there is a favourable vote for this proposed special resolution under this timeline, then all current directors (except for one who has been a long-serving director on the board for greater than 12 years) could be eligible for a further three-year term.
  • If the Rule change passes, one Director who is currently in their ninth year on the Board would be eligible to run for re-election in the 2025 Direction Election if the regulatory filings for the special resolution are completed prior to the close of the 2025 Call for Nominations.
  • Under the current Rules, directors become ineligible to serve on the Board if they have served nine years within the preceding 12-year period, but the current Rules also allow for a Director to be nominated in the future when they have served less than nine of the 12 preceding years.
  • Under the proposed Rule, after four terms the director would be ineligible to ever be nominated or serve again.
  • Should members vote in favour of the proposed special resolution, the term limit in the Rule amendment would apply to all past and current Board members, as well as future candidates. There will be no reset of existing tenure and past terms will count in the term limit.
  • The proposed special resolution better protects CCCU if we were to acquire another credit union through a merger and add some of their Directors to our credit union Board.
  • The proposed Rule change would put CCCU Directors and Directors from the other credit union on equal footing by counting the time served by Director(s) of the other credit union on their previous Board toward CCCU's term limits.
  • Under the current Rules, the terms already served by any directors from another merging credit union would not be counted in the CCCU term limits. This could result in a disadvantage for our credit union because all the CCCU Directors would reach their maximum term length on the Board prior to the Directors from the other credit union. The proposed change would help ensure a smoother and more balanced and equitable transition. 
  • Further, if the current Rules remain in effect, it is possible that any potential future Director(s) joining CCCU from another credit union would all “term out” at the same time, in nine years following the merger. For reasons of continuity, board development and expertise transfer, Directors’ tenure should be staggered. This would help ensure a smoother, more equitable transition to a merged organization in the event CCCU were to acquire a credit union.
  • One fundamental difference with the current proposed special resolution is that after four terms (usually 12 years), Directors become ineligible for re-nomination and may no longer be re-nominated or serve as a CCCU Director in the future.
  • The Board’s 2023 proposal was to set term limits of a maximum 12 consecutive years and also allowed a “reset”, whereby a person who had served the maximum length of time on the Board may serve again after a period of three years not in office.
  • The Board’s 2023 proposal did not address previous tenure of Directors from another credit union in the event CCCU acquires another credit union through a merger. The proposed Rule change you’re being asked to vote on includes a provision that the length of time that a director serves as a Board member of another credit union that CCCU acquires through a merger (called a “transferring credit union”) will be counted in the CCCU term limits.