The Servus Board of Directors regularly reviews our bylaws to ensure they are current and reflective of best practices. At the 2023 Annual General Meeting, members will vote on six bylaw amendments.

Why does the Board want to amend the bylaw to allow for electronic rather than printed meeting notices?

Amending this part of the bylaw creates flexibility in the ways in which notices are provided to members. We will not entirely discontinue the use of printed materials. Rather, this amendment simply provides an opportunity to use a wider variety of digital channels, including email and the Servus website, to ensure our members are informed. Other benefits of this amendment include:

• Reduction of paper usage and less environmental impacts
• Printing, distribution and advertising cost reductions
• Switching to the communications methods most preferred by our members, many of whom are accustomed to electronic messaging

Why are you changing the bylaw that states that Board members must resign if they miss more than two meetings? Board members are well paid and should be required to attend all meetings.

This amendment does not change the requirement for attendance. Rather, it allows the Board to manage this issue through its Board Code of Conduct. As stated in the Board Code of Conduct, attendance at Board and committee meetings is very important. Demanding perfect attendance is, however, an obstacle, particularly for emergency or last-minute meetings that may be difficult for Directors to attend or where situations like the pandemic can affect a Director’s ability to participate on short notice.

Because of these challenges, the bylaw was amended to allow for some flexibility for Board members who may not be able to attend every meeting. Now, rather than being forced to resign after missing two meetings, the amendment allows some discretion on the part of the Board Chair to meet with and assess the Director’s attendance before further action is taken by the Board. To ensure that members have transparency for Board attendance, this information will continue to be reported on annually.

Why is Servus changing the bylaw to allow for Director appointments? Aren’t credit unions supposed to democratically elect their Boards?

Credit unions follow cooperative principles that allow members to elect the majority of their Boards of Directors. In Alberta, the Credit Union Act, which is the legislation that governs Servus, allows for up to one-third of the number of elected Directors to be appointed.

Currently, Servus has 12 elected Directors, but our bylaws allow for up to fifteen. Under the legislation, we could therefore choose to appoint or elect up to three more Directors at this point in time.

The Board may or may not choose to appoint new Directors; however, the bylaw revision is a useful tool should we need to fill a vacancy or fill a needed competency or diversity attribute that the Board feels is important and not already adequately covered with the current elected Directors.

Should Servus choose to appoint Directors, they will only serve until the next annual AGM, and they will be encouraged to participate in the next democratic election process should they wish to remain on the Board. Appointees will be limited to three terms, meaning they will only serve for a maximum of three years unless they are successful in a subsequent election.

Why have you removed the requirement for Directors to be a Servus member for one year prior to being on the Board?

We removed the one-year requirement from the bylaw, but it remains in our Board policy. At this time, our Board Policy requires elected Directors to be a member for one year.

Why are we enacting different tenure limits for existing versus new Board members?

Boards and companies, including Servus, are required to tackle complex change and disruption while meeting increasing expectations from their stakeholders. To be successful in our efforts to oversee the credit union and meet expectations, the Servus Board must have diversity of thought, experience and perspectives. One way of increasing diversity on the Board is to have a process to refresh the Board so new Directors can be elected.

Having a balance of longer and newer term Directors allows for periodic refreshment of the Board and the opportunity to recruit new Directors using our competency and attributes matrix. Having term limits therefore creates the opportunity and the impetus to ensure the Board best represents the interests of Servus, its members and its stakeholders.