NOTICE OF ANNUAL GENERAL MEETING

 The 51st Annual General Meeting of First Choice Credit Union Ltd will be held on Thursday 25th November 2021 at Quest, Kite Street, Orange, commencing at 6.00pm.

BUSINESS OF THE MEETING

  • Confirmation of Minutes of 50th Annual General Meeting held 29th October 2020
  • Receive and adopt Directors’ Report, Statement of Accounts and Auditor’s Report
  • Constitution changes
  • Resolutions for appointment of Directors
  • Directors Remuneration
  • Notices of Motion submitted in accordance with the Rules
  • General Business

 CONSTITUTION CHANGES

To consider and, if thought fit, to pass the following resolution as a special resolution to amend the Constitution:   That the Credit Union’s Constitution be amended to allow for the issue of mutual capital instruments (MCIs) by making the amendments marked- up in the copy of the Constitution which is tabled at the Meeting and signed by the Chair of the Meeting for the purposes of identification.

A copy of the Credit Union’s current Constitution is available by request during business hours from the Registered  Office at 2/18 Sale Street, Orange or on our website (link)

Note: The proposed amendments to the Credit Union’s Constitution are described in the Explanatory Notes to this Notice.  A copy of the Constitution marked-up with the proposed amendments is available on our website at www.firstchoicecu.com.au/annual general meeting/constitution marked up  Alternatively, members can request a copy by contacting the Credit Union on 02 6362 944.

To be passed this special resolution requires the approval of at least 75% of the votes cast by members.

 NOMINATIONS FOR POSITIONS OF DIRECTORS

In accordance with Section 13.4 and 13.5 of the Constitution two (2) Directors retire.  They are:

P Taberner and P Thornberry, they are eligible for re-election.

Nominations are now called for two (2) vacant positions.  Nominations Close 22nd October 2021.

 NOTICE OF MOTION

Notices of Motion are to be submitted in writing by 5.00pm Thursday 18th November 2021.

 PROXY VOTING

A Member entitled to attend and vote at this meeting of the credit union is entitled to appoint a proxy to vote on their behalf.  A proxy need not be a member of First Choice Credit Union.  To be effective, proxy forms must reach the registered office of First Choice Credit Union no later than 5.00pm Thursday 18th November 2021.  If you require a proxy form, it is available on our website, telephone us on 6362 2944 or call into the registered office at 2/18 Sale Street, Orange.

Details available on our website www.firstchoicecu.com.au, on request and on display in our Orange office and Cudal, Canowindra, Manildra and Molong Agencies.

 Explanatory Notes
Amending Constitution – Mutual Capital Instruments

This special resolution will amend the Credit Union’s Constitution to:

  • allow for the issue of Mutual Capital Instruments (MCIs),

To be passed this special resolution requires the approval of at least 75% of the votes cast by members.  Your directors unanimously support this special resolution and recommend that you vote FOR it.

Mutual Capital Instruments

MCI’s are a new bespoke type of share provided for by law that can only be issued by mutual entities. MCIs allow mutual entities to raise capital without jeopardising their mutual status or structure. The ability to issue MCIs gives mutual entities access to a broader range of capital raising and investment options than they previously had, to help innovate, grow and compete.

The Credit Union is a mutual entity as defined in the Corporations Act (each member has no more than 1 vote in general meeting for each capacity in which a person is a member) and thus is eligible to issue MCIs. However, the Credit Union’s Constitution must first be amended to allow it to issue MCIs. This special resolution will amend the Credit Union’s Constitution to address the specific legal requirements for MCIs, by:

  • stating that the Credit Union is intended to be an MCI mutual entity;
  • ensuring that rights attaching to MCIs or a class of MCIs can only be varied or cancelled by a special resolution of the Credit Union and either:
    • a special resolution of all persons holding the same class of MCI; or
    • obtaining written consent of 75 per cent of the holders of the class of MCI;
  • specifying that MCIs can only be issued as a fully paid share;
  • stating that dividends in respect of the MCI are non-cumulative;
  • setting out the rights attached to the MCI with respect to participation in surplus assets and

Currently the Credit Union is only able to issue member shares. If the amendments are made it will also be able to issue MCIs. In addition to the matters described above the key features and rights of MCIs will be as summarised below:

  • the terms of issue, including rights attaching to, MCIs will be as determined at the time by the board;
  • the Credit Union may issue different classes of MCIs with different rights;
  • the Credit Union may issue other types of securities on terms that they will or may convert to MCIs;
  • MCIs may carry a right to dividends;
  • MCIs may carry a right in the event of the winding-up of the Credit Union to payment of their subscription price, but cannot otherwise carry any right to share in surplus assets – by default this payment can only made after the subscription price on all member shares has been paid, however classes of MCIs may be issued on terms that give them priority to payment of subscription price before member shares and other MCIs;
  • MCIs may carry a right to vote in general meeting and in the election of directors, but capped at 1 vote per MCI holder – if an MCI holder is also a member that person cannot cast more than 1 vote in total;
  • MCIs may carry rights that are preferred, equal, or deferred to the rights of members and any other class of

The amendments seek to provide the board with flexibility as to the terms of issue of MCIs to be best placed to address commercial and regulatory requirements for capital raising purposes. Whether or not MCIs carry any of the above permitted rights is a matter for the board to determine if and when it decides to issue MCIs. At this time the board has no plans to issue any MCIs.

The special resolution will also make consequential amendments to the Constitution in recognition that the Credit Union may have shareholders other than members (i.e. MCI holders), and that MCI holders, not just members, may be entitled to vote in general meetings and in the election of directors. It will also amend the non-binding Principles of Mutuality in the Preamble to the Constitution to recognise that the Credit Union may issue MCIs.

The Chair

First Choice Credit Union Ltd

P O Box 717 ORANGE   NSW   2800

By Order of the Board of Directors

P R Dawson, General Manager