Membership

Rules of the Financial Services Federation Inc.

  1. Name
  2. Interpretation
  3. Registered Office
  4. Objects and Powers
  5. Membership
    1. 5.1 Members of Federation
    2. 5.2 Criteria for Membership
    3. 5.3 Applications for Membership
    4. 5.3a Associate Membership
    5. 5.4 Retirement and Termination of Membership
    6. 5.5 Register of Members
    7. 5.6 Members to Supply Accounts
  6. General Meetings
    1. 6.1 Annual General Meetings
    2. 6.2 Quarterly General Meetings
    3. 6.3 Special General Meetings
    4. 6.4 Convening of General Meetings
    5. 6.5 Notice of General Meetings
    6. 6.6 Representative of Members at General Meetings
    7. 6.7 Proceedings at General Meetings
    8. 6.8 One Half Majority Required to Pass Resolution
    9. 6.9 Voting Rights
    10. 6.10 Resolution by Entry in the Minute Book
  7. Elected Officers
  8. Committees
    1. 8.1 Executive
    2. 8.2 Special Committees
    3. 8.3 Disciplinary Committee
    4. 8.4 Proceedings of Committees
  9. Director and Employees
    1. 9.1 Director
    2. 9.2 Other Employees
  10. Finance
    1. 10.1 Annual Subscriptions
    2. 10.2 Levies
    3. 10.3 Miscellaneous
  11. Seal
  12. Audit
  13. Dissolution
  14. Alteration to RulesFinancial Services Federation (Incorporated)

(Incorporated under the Incorporated Societies Act 1908)

Rules

1. Name

The name of the Society is "The Financial Services Federation (Incorporated)".

2. Interpretation

2.1 In these rules, unless the context otherwise requires:

  • "Act" means the Incorporated Societies Act 1908, as amended or substituted from time to time;
  • "Allowable Votes" means the number of votes allocated to each Member pursuant to rule 6.9.2;
  • "Authorised Representative" means, in relation to a Member, an employee of that Member who has been, and continues to be, authorised by that Member to represent it for the purposes of these Rules.
  • "Balance date" means the 31st day of July or such other date that has been determined by the Federation in general meeting as the Federation's balance date;
  • "Committee" means the Executive, a Special Committee, or the Disciplinary Committee;
  • "Corporation" means any body corporate or other entity which has a legal personality or existence distinct from those of its members, whether that body corporate or other entity is incorporated in New Zealand or elsewhere;
  • "Disciplinary Committee" means the Disciplinary Committee of the Federation constituted in accordance with rule 8.3;
  • "Director" means the Director of the Federation appointed pursuant to rule 9.1 and, where the context requires, includes all persons appointed to that position;
  • "Financial year" means a period commencing on the day after a balance date and ending on the next succeeding balance date;
  • "General meeting" means an annual general meeting, a quarterly general meeting, or a special general meeting, of the Federation held pursuant to rule 6;
  • "Member" means a member of the Federation;
  • "Person" includes a body of persons, whether corporate or unincorporate;
  • "Special Committee" means a Special Committee of the Federation constituted in accordance with rule 8.2.

2.2 In these rules, unless the context otherwise requires:-

  1. Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and neuter genders;
  2. A reference to an Act of Parliament or Regulations means that Act or those Regulations, or any re-enactment thereof, together with any amendments thereof;
  3. A reference to these rules includes any amendment thereof;
  4. Headings of rules have been inserted for the sake of convenience only and shall not be taken to form any part of the context or to assist in the interpretation of the rules.

3. Registered Office

The registered office of the Federation shall be at such place as may from time to time be decided on by the Executive.

4. Objects and Powers

4.1 The objects of the Federation are as follows:

  1. To promote and maintain an environment for the finance sector where members can operate freely subject only to competitive discipline in the provisions of financial services.
  2. Through consultation and effective pressure ensure the Government is aware of Members' views on current issues, and does not act in a manner prejudicial to the interests of the Members.
  3. To promote and maintain a code of ethics to encourage acceptable standards.
  4. To promote the activities and image of Members.
  5. To provide a forum for discussion and exchange of industry information and statistics.
  6. To do anything which is or shall be calculated to advance or be in the interests of the industry to which Members of the Federation belong.

4.2 The Federation may at any time or times exercise any one or more of the following powers:

  1. Make representations to, hold discussions with, provide information and advice to, and negotiate with:-
    1. The Government of New Zealand and any of its departments or agencies; or
    2. Any authority (whether governmental, municipal, or otherwise), commission of inquiry, association, organisation, and person -
      on any matter that in the opinion of the Federation, may affect the interests of the Federation, its Members, or others.
  2. Make submissions to Parliament and/or any Government Committee on any bills, petitions, or other matters before it that, in the opinion of the Federation, may affect the interests of the Federation, its Members, or others; and promote bills, petitions, regulations, by-laws, or other measures, that, in the opinion of the Federation, advance the interests of the Federation or its Members.
  3. Adopt such means as may seem expedient of making known any of the objects of the Federation, and to promote the interests of the Federation and its Members and, in particular, by advertising in the press, by means of radio and television, or by circulars, and by publication of pamphlets and periodicals, and by any other means.
  4. Appoint and employ officers and employees in accordance with rule 9.
  5. Raise subscriptions and levies from Members in accordance with rule 10.
  6. Use the funds of the Federation in payment of the costs and expenses of furthering or carrying out the objects of the Federation or any of them, including the employment of officers and employees, professional advisers, counsel, solicitors, accountants, and agents, as may appear necessary or expedient.
  7. Establish, subsidize, promote, co-operate with, or become a member of, or act as or appoint agents or delegates for managing and co-operating with, any other organisations whether incorporated or not with objects altogether, or in part, similar to those of the Federation or of benefit to the Federation.
  8. Establish and administer sub-groups within the Federation which will promote and advance certain specialised services.
  9. To purchase, take on lease or otherwise acquire any real or personal property of any kind necessary or convenient for the purposes of the Federation.
  10. To sell, let, exchange or otherwise dispose of all or any part of the property of the Federation upon such terms and conditions and for such consideration as is deemed fit.
  11. To invest or lend the funds of the Federation not required for immediate use in or on such investments as is deemed fit, with the power to vary investments.
  12. To borrow or raise any sums of money for the purposes of the Federation upon such terms as to interest or otherwise as is deemed fit and to secure the same together with interest there on in such manner as is deemed fit.
  13. To arrange the form of any conference of members held to promote the objects or interests of the Federation and to engage such person or persons as may be determined for the presentation and discussion of papers at such conference and to pay out of the fund of the Federation any fees or expenses of such person or persons so engaged or in connection with arranging such conference.
  14. Amalgamate or enter into any arrangement for union of interests, co-operation, or otherwise with any association, company, society, institution, or other person; and transfer all or any part of the property, assets, liabilities, or engagements of the Federation to any such person.
  15. Establish and support or aid in the establishment and support of associations, societies, companies, institutions, funds, or trusts calculated to benefit present or past officers or employees of the Federation, or the dependants or connections of any such persons; and grant pensions and allowances; and make payments towards insurance; and subscribe money for charitable or benevolent objects, or for any exhibition or any public, general, or useful object.

4.3 Nothing in rule 4.1 and 4.2 hereof shall empower the Federation to, and it shall not:

  1. make any distribution whether by way of money, property, or otherwise, to any Member; or
  2. carry on any operation whereby any Member makes any pecuniary gain contrary to the provisions of the Act; or
  3. do any other thing which it is prohibited from doing by virtue of the Act or any other enactment.

4.4 Subject to rule 4.3

  1. 4.4 Subject to rule 4.3 hereof, the objects and powers set forth in any paragraph of rules 4.1 and 4.2 shall not be restrictively construed but the widest interpretation shall be given thereto, and (except where the context expressly so requires) they shall not be in any way limited or restricted by reference to or inference from any other object or power set forth in, or from the terms of, any other such paragraph. None of those paragraphs, or any of the objects, or powers specified therein, shall be deemed subsidiary or ancillary to any other of those paragraphs, objects, or powers, and the Federation shall have full power to achieve or exercise, or to endeavour to achieve or exercise, separately all or any of those objects or powers.

5. Membership

5.1 Members of Federation

  1. The Members of the Federation shall consist of those Corporations that are upon the adoption of these rules Members of the Federation, together with such Corporations and other persons as may hereafter be elected to membership.

5.2 Criteria for membership

  1. Membership of the Federation shall be limited to those Corporations and other persons:
    1. Who carry on business in New Zealand; and
    2. Who, in the opinion of the Federation in general meeting, conform with the criteria for admission and continuance of membership set by the Federation in general meeting from time to time; and
    3. Whose prime business is the provision of financial services; and
    4. Who are not a subsidiary of an existing member. (However, a corporation or other person that is a subsidiary of an existing member may become an Associate Member pursuant to Rule 5.3a.).

5.3 Applications for membership

  1. 5.3.1 An application to be admitted to membership of the Federation shall be in the form or to the effect following:
    1. "…("the Applicant") hereby applies to be admitted to membership of Financial Services Federation (Incorporated) and, if elected to membership, agrees to be bound by the rules of the Federation and any rules and regulations made thereunder in force from time to time.

      Signed by the Applicant, (under its Common Seal, if a Corporation)"
  2. 5.3.2 A Corporation or other person shall become a Member of the Federation if its application for membership is approved by the Federation's Executive. The Federation may refuse to approve an application for membership for any reason, and shall not be obliged to give reasons for any such refusal.
  3. 5.3.3 Any Corporation or other person whose application for membership of the Federation is approved by the Federation's Executive shall become a Member of the Federation at the end of the Executive's meeting at which its application is approved.

5.3a Associate Membership

  1. 5.3a.1 As an alternative to full membership of the Federation, it shall in special circumstances be possible for organisations to apply for Associate Membership.
  2. 5.3a.2Applications for Associate Membership shall be in the form set out in Rule 5.3.1, but:
    1. (a) shall be headed "Application for Associate Membership"; and
    2. (b) shall refer to "Associate Membership" rather than to "membership".
  3. 5.3a.3 A corporation or other person may apply for, and be granted, Associate Membership if either:
    1. it is:
      1. a related company (as defined in the Companies Act 1993) of a Member; and
      2. the Executive is satisfied that the association between the Member and the prospective Associate Member is such as to make Associate Membership desirable; or
    2. the Executive of the Federation is satisfied that the applicant for Associate Membership is otherwise so closely associated, by contract or otherwise, as to make Associate Membership of the Federation desirable;
    and in either case if the Executive is satisfied that the person that will represent the interests of the applicant for Associate Membership at meetings of, and for other purposes of, the Federation will be the same person as that representing the Member with whom the prospective Associate Member is associated (which will be a condition of Associate Membership unless the Executive decides otherwise in particular cases).
  4. 5.3a.4 All applications for Associate Membership will be considered and, if thought fit, granted by the Executive in its absolute discretion. In exercising its discretion, the Executive shall be mindful amongst other things of the need not to undermine the Federation's subscription base and also of the need to recognise special relationships between Members and persons associated with them.
  5. 5.3a.5 A corporation or other person granted Associate Membership of the Federation is:
    1. entitled to be represented at, and to attend, meetings of the Federation (but in the manner set out in 5.3a.3, unless the Executive decides otherwise);
    2. entitled to receive, and use in the course of its business, all publications, newsletters and other information produced by the Federation for Members; and
    3. is bound by the Federation's Rules and any code of ethics from time to time in force pursuant to Rule 4.1(c);
    but otherwise has none of the rights and obligations given to a Member by these Rules.
  6. 5.3a.6 An Associate Member shall immediately cease to be an Associate Member, if either:
    1. having been a related company (for the purposes of the Companies Act 1993) of the relevant Member at the time Associate Membership was granted, it subsequently ceases to be so related; or
    2. the Executive is satisfied, in its discretion, that the association between the Associate Member and the relevant other Member that existed at the time that Associate Membership was granted no longer exists to such a degree as to make continued Associate Membership desirable.
  7. 5.3a.7 For the avoidance of doubt, references to "Member" in the Federation's Rules do not include an Associate Member.

5.4 Retirement and termination of membership

  1. 5.4.1 Any Member may at any time retire from the Federation by giving to the Director notice in writing to that effect, and such retirement shall take effect at the end of six months after the date of receipt by the Director of the notice, subject to the payment by the Member of all subscriptions, levies, and other payments due by it to the Federation. The Director shall notify all Members of the receipt by the Director of a notice of retirement and the name of the retiring Member and the effective date of such retirement.
  2. 5.4.2 Where a Member:
    1. does not comply with the criteria for membership set out in rule 5.2 (a) to (d); or
    2. has contravened or failed to comply with any of these rules (other than those referred to in paragraph (d) below) or the Code of Ethics and Standards of Conduct of the Federation; or
    3. has intentionally injured or attempted to injure the interests of the Federation; or
    4. has not paid any amount payable by it to the Federation under these rules within three months from the date the payment was due-

    its membership of the Federation may be terminated by resolution of the General Meeting.
  3. 5.4.3 Where the membership of a Corporation or other person is terminated pursuant to rule 5.4.2:
    1. it shall cease to be a Member of the Federation at the end of the meeting of the Executive at which its membership is terminated; and
    2. (b) the Director shall send to that person written notice of the termination and the reasons therefor as soon as reasonably practicable.

5.5 Register of Members

  1. 5.5.1 The Director shall keep, at the registered office of the Federation, a Register of Members in which shall be entered the names and addresses of the Members, the dates at which they became Members and such other information as the Executive from time to time specifies.
  2. 5.5.2 The register of members shall be sufficient evidence of the membership of the Federation, unless the contrary is proved.

5.6 Members to supply accounts

  1. Every member shall send to the Director a copy of each of its annual audited accounts and any interim published accounts as soon as practicable after the publication thereof.

6. General Meetings

6.1 Annual general meetings

  1. A general meeting of the Federation shall be held within three months after the end of each financial year, and this meeting shall be called an annual general meeting.

6.2 Quarterly general meetings

  1. 6.2.1 General meetings of the Federation shall be held at intervals of not more than 3 months (or such longer period as the Federation in general meeting approves from time to time) and these meetings shall be called quarterly general meetings.
  2. 6.2.2 An annual general meeting of the Federation shall also be a quarterly general meeting for the purposes of these rules.

6.3 Special general meetings

  1. 6.3.1 A Director shall convene a general meeting of the Federation:
    1. Within 7 days of receiving a requisition to do so signed by any number of members, who in aggregate hold twenty-five percent (25%) or more of the Allowable Votes of the Federation; or
    2. When directed to do so by the Chairperson of the Federation.

    Every such requisition or direction shall specify the nature of the business to be conducted at the meeting.

  2. 6.3.2 General meetings convened pursuant to rule 6.3.1 shall be called special general meetings.
  3. 6.3.3 If the Chairperson of the Federation so directs, a general meeting may be both a special general meeting and an annual general meeting and/or a quarterly general meeting of the Federation.

6.4 Convening of General Meetings

  1. 6.4.1 A Director shall convene every general meeting of the Federation by ensuring that notice of the meeting is given to every Member in accordance with rule 6.5.

  2. 6.5 Notice of General Meetings

    1. 6.5.1 Notice of a General Meeting shall be given to a Member in writing or electronically (where the Member has consented to that) or by handing, or sending by telex, telegram, facsimile, post or electronic means, the notice to the Member at least fourteen (14) days prior to the date of the meeting. Any notice sent by telex shall be deemed to be received on the date on which it is sent. Any notice sent by telegram shall be deemed to be received on the day following the day on which it is sent. Any notice sent by facsimile shall be deemed to be received on the day it is sent. Any notice sent by post shall be deemed to be received three (3) days after the day on which it was posted. Any notice sent by electronic means shall be deemed to be received on the day on which it leaves the telecommunication devices of the sender.
    2. 6.5.2 Every notice of a general meeting shall state the place, day and hour of the meeting and the nature of the business to be conducted at the meeting:

      Provided that:

      1. (a) a notice calling an annual general meeting need not state that the business of the meeting includes the consideration of the Federation's accounts and the Executive's and auditor's reports, the election of officers, and the appointment of and fixing of the remuneration of the auditors;
      2. (b) a notice calling a general meeting need not state the exact words of any resolution proposed to be moved or passed at the meeting, so long as the notice includes a reasonable description of the matter to be determined.
    3. 6.5.3 A general meeting of the Federation shall notwithstanding that it is called by shorter notice than that specified in rule 6.5.1, be deemed to have been duly called if it is so agreed by all the Members entitled to attend that meeting and duly ratified at the meeting.
    4. 6.5.4 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any Member shall not invalidate the proceedings at that meeting.

    6.6 Representative of Members at general meetings

    1. 6.6.1 Subject to Rule 6.6.2, the Authorised Representative for the time being of each Member shall be the Member's representative at any general meeting of the Federation.
    2. 6.6.2 If the Authorised Representative of a Member is unable to attend a general meeting of the Federation, the member may appoint another senior executive of the Member to act as the Member's representative for that meeting.
    3. 6.6.3 At a general meeting of the Federation, the representative of a Member shall have all the powers that the Member has in respect of that meeting and a vote by the representative shall bind the Member.

    6.7 Proceedings at general meetings

    1. 6.7.1 The Chairperson of the Federation shall preside as Chairperson at every general meeting of the Federation. If there is no Chairperson of the Federation, of if the Chairperson is not present within 15 minutes after the time appointed for the commencement of a general meeting, or is unwilling to act, the Deputy Chairperson of the Federation shall be chairperson of the meeting. If there is no Deputy Chairperson of the Federation or if the Deputy Chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting or is unwilling to act, the Members present shall elect one of their number to be Chairperson of the meeting.
    2. 6.7.2 No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. The quorum for a general meeting shall be so many persons who hold in aggregate forty percent (40%) or more of the total Allowable Votes. If no quorum is present within half an hour from the time appointed for the commencement of a general meeting, the meeting shall be deemed to be adjourned to a date, time and place appointed by the Chairperson of the meeting.
    3. 6.7.3 The Chairperson of a general meeting may, with the consent of the meeting, (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
    4. 6.7.4 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or after the declaration of the result of the show of hands) demanded by any Member. The demand for a poll may be withdrawn at any time.
    5. 6.7.5 Unless a poll is so demanded, a declaration by the Chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, or of the result of an election, and an entry to that effect in the minute book of the Federation shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded.
    6. 6.7.6 Except as provided below, if a poll ishall be taken at such time as the Chairperson of the meeting directs, and any business other tha duly demanded, it shall be taken in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting or the result of the election for which the poll was demanded. A poll demanded on the election of a Chairperson of a meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question sn that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

    6.8 One half majority required to pass resolution

    1. 6.8.1 Subject to rule 6.8.2, no resolution put to the vote of a general meeting shall be carried or deemed to be carried as a resolution unless at least fifty percent (50%) of the total votes cast by those present and entitled to vote, vote in favour thereof.
    2. 6.8.2 Rule 6.8.1 shall not apply in respect of a resolution passed for the purposes of Section 24 of the Act, which relates to voluntary windings up.

    6.9 Voting Rights

    1. 6.9.1 At a general meeting, on a show of hands, every Member represented at the meeting shall have one vote.
    2. 6.9.2 On a poll at a general meeting:
      1. every Member whose total assets are $100 million or more shall have eight (8) votes;
      2. every Member whose total assets are between $30 million and $100 million shall have four (4) votes;
      3. every Member whose total assets are between $10 million and $30 million shall have two (2) votes; and
      4. every Member whose total assets are less than $10 million shall have one (1) vote.
    3. 6.9.3 Having regard to the particular nature of the business of a Member and the inappropriateness of the measurement of voting rights by reference to its total assets, the Executive may, at its own discretion, classify any Member so that it falls within category (a), (b), (c) or (d) of rule 6.9.2 above and such Member shall have the number of votes determined by the relevant category.
    4. 6.9.4 The total assets and, thus, the number of votes to which they are entitled, in terms of rule 6.9.2 and 6.9.3 above, of each Member shall be determined at the annual general meeting for each year and will be applicable for the whole of the succeeding year until the convening of the next annual general meeting.
    5. 6.9.5 For those persons who join the Federation after the annual general meeting, their total assets, and, thus, the number of votes to which they are entitled, in terms of rule 6.9.2 above, shall be determined at the time they become a member and shall be applicable until the convening of the next annual general meeting.
    6. 6.9.6 No Member shall be entitled to vote unless it has paid to the Federation all amounts then due by it to the Federation.
    7. 6.9.6 In this clause-
      1. "assets" in relation to a person, means all or any part of the present and future undertaking, property and assets of the person and, in the case of a Corporation includes its uncalled or called but unpaid capital.
      2. "total assets" means the aggregate of the assets of any Member which is a Corporation as disclosed by its most recent audited balance sheet or, if the Member has wholly-owned subsidiaries, the aggregate of the assets of the Member and such subsidiaries as disclosed by the most recent audited consolidated balance sheet of the Member and those subsidiaries.

    6.10 Resolution by entry in the minute book

    1. Anything that may be done by resolution of the Federation in general meeting may be done, without a meeting, by means of an entry in the minute book of the Federation signed or assented to by Members who are entitled to at least fifty (50%) percent of the votes of all Members on a poll at a general meeting at that time, provided that notice of the resolutions to be entered into the minute book has been given to all Members in accordance with rule 6.5. Any such entry:
      1. may consist of several documents in like form each signed or assented to by one or more Members; and
      2. may be signed on behalf of a Member by the Authorised Representative of that Member; and
      3. may be assented to by a letter, telegram, cable, or telex signed or sent by the Authorised Representative of the Member.

    7. Elected Officers

    1. 7.1 At each annual general meeting of the Federation, the Members shall elect a Chairperson and Deputy Chairperson of the Federation. Subject to rule 7.2, the Chairperson and Deputy Chairperson elected at an annual general meeting shall hold office as such until the finish of the next succeeding annual general meeting of the Federation.
    2. 7.2 The office of Chairperson or Deputy Chairperson shall be vacated if the Chairperson or Deputy Chairperson, as the case may be:
      1. Becomes bankrupt or makes any arrangement or composition with his creditors generally; or
      2. Becomes of unsound mind, or is found to be a lunatic; or
      3. Dies or resigns his office by notice in writing to the Director; or
      4. Ceases to be the Authorised Representative of a Member; or
      5. Is removed from office by the Federation in general meeting for any reason.
    3. 7.3 If the office of Chairperson or Deputy Chairperson is vacated pursuant to rule 7.2, at the next general meeting of the Federation (or, if the office is vacated by virtue of rule 7.2 (e), at the same general meeting as that at which the Chairperson or Deputy Chairperson, as the case may be, is removed from office) the Federation in general meeting shall elect another Chairperson or Deputy Chairperson, as the case may be, to hold office as such until the finish of the next annual general meeting of the Federation.
    4. 7.4 No person shall:
      1. Be elected as Chairperson or Deputy Chairperson of the Federation unless they are the Authorised Representative of a Member at the time of election;
      2. Be elected as Chairperson of the Federation if they have been elected as Chairperson at the three (3) immediately preceding annual general meetings.

    The election of a person as Chairperson or Deputy Chairperson of the Federation shall be conclusive evidence that the person is not prohibited from being elected as such by virtue of this rule.

    8. Committees

    8.1 Executive

    1. 8.1.1 There shall be an Executive of the Federation comprising:
      1. The Chairperson and Deputy Chairperson of the Federation; and
      2. Such other persons, not being less than three (3) nor more than six (6) who are elected to the Executive in accordance with this rule 8.1 (in these rules called "the elected members of the Executive").
    2. 8.1.2 At each annual general meeting of the Federation, the Members shall elect one or more persons to be members of the Executive in addition to the Chairperson and Deputy Chairperson of the Federation. Subject to rule 8.1.4, the elected members of the Executive shall hold office as such until the finish of the next succeeding annual general meeting of the Federation.
    3. 8.1.3 If at any time there are less than five (5) elected members of the Executive, the Federation in general meeting may elect one or more persons to hold office as elected members of the Executive until the finish of the next succeeding annual general meeting of the Federation.
    4. 8.1.4 A person shall cease to be an elected member of the Executive if they:
      1. Become bankrupt or make any arrangement or composition with their creditors generally; or
      2. Become of unsound mind, or is found to be a lunatic; or
      3. Die or resign their office by notice in writing to the Director; or
      4. Ceases to be the Authorised Representative of a Member; or
      5. Is removed from office by the Federation in general meeting for any reason.
    5. 8.1.5 If at any time there is no elected member of the Executive, the Federation shall, at its next general meeting, elect one or more persons to hold office as elected members of the Executive until the finish of the next succeeding annual general meeting of the Federation.
    6. 8.1.6 No person shall be elected as a member of the Executive unless they are the Authorised Representative of a Member at the time of election. The election of a person as a member of the Executive shall be conclusive evidence that the person is not prohibited from being elected as such by virtue of this rule.
    7. 8.1.7 The Executive shall have authority to manage and control the property and affairs, and to exercise the functions and powers, of the Federation, except that:
      1. It shall conform with any resolution of the Federation in general meeting; and
      2. It shall not have any function or power that is required by the Act or by these rules to be exercised by the Federation in general meeting.
    8. 8.1.8 The Chairperson of the Federation shall be Chairperson of the Executive.
    9. 8.1.9 Unless otherwise determined by the Executive, the Executive shall meet at least once a month.

    8.2 Special Committees

    1. 8.2.1 Either the Federation in general meeting or the Executive may at any time or times establish, on such terms and conditions as it may determine from time to time, a Special Committee in respect of any matter. A Special Committee may comprise one or more persons.
    2. 8.2.2 Unless the Federation in general meeting otherwise determines at any time or times, a Special Committee established by the Executive shall be an advisory committee only and shall not have any authority or power, or any function other than that of advising the Executive.
    3. 8.2.3 A Special Committee shall have such powers as are given to it from time to time by the Federation in general meeting and, unless otherwise determined by the Federation in general meeting, shall be responsible and report to the Executive.
    4. 8.2.4 A Special Committee may be dissolved at any time:
      1. By the Federation in general meeting, where the committee was established by the Federation; or
      2. In any other case, by either the Federation in general meeting or the Executive.

    8.3 Disciplinary Committee

    1. 8.3.1 There shall be a Disciplinary Committee of the Federation comprising:
      1. The Chairperson and Deputy Chairperson for the time being of the Federation; and
      2. Such other persons, (in these rules called the "elected members of the Disciplinary Committee") not being less than three, who:
        1. In the case of the Disciplinary Committee for the period ending with the finish of the next annual general meeting succeeding the registration of these rules, were elected as members of the first Disciplinary committee at the annual general meeting of the Federation at which these rules were adopted; or
        2. Are elected to the Disciplinary Committee in accordance with this rule 8.3.
    2. 8.3.2 At each annual general meeting of the Federation, the Members shall elect three or more persons to be members of the Disciplinary Committee in addition to the Chairperson and Deputy Chairperson of the Federation. Subject to Rule 8.3.4, the elected members of the Disciplinary Committee shall hold office as such until the finish of the next succeeding annual general meeting of the Federation.
    3. 8.3.3 The Federation in general meeting may at any time elect another member or members of the Disciplinary Committee to hold office as such until the finish of the next succeeding annual general meeting of the Federation.
    4. 8.3.4 A person shall cease to be an elected member of the Disciplinary Committee if they:
      1. Become bankrupt or make any arrangement or composition with their creditors generally; or
      2. Become of unsound mind, or is found to be a lunatic; or
      3. Die or resign their office by notice in writing to the Director; or
      4. Is removed from office by the Federation in general meeting for any reason.
    5. 8.3.5 If at any time there is no elected member of the Disciplinary Committee, the Federation shall, at its next general meeting, elect one or more persons to hold office as elected members of the Disciplinary Committee until the finish of the next succeeding annual general meeting of the Federation.
    6. 8.3.6 A person:
      1. May be elected as a member of the Disciplinary Committee, whether or not they are an officer or employee of a Member of the Federation; and
      2. May be re-elected as a member of the Disciplinary Committee from time to time without limit; but
      3. May not be elected as or be a member of the Disciplinary Committee while they are a Director, or an employee, of the Federation.
    7. 8.3.7 The functions of the Disciplinary Committee shall be to investigate, hold hearings and make recommendations to the Federation in general meeting concerning allegations of breach by a Member of the Federation of these rules or the Code of Ethics and Standards of Conduct of the Federation.
    8. 8.3.8 The Chairperson of the Federation shall be the Chairperson of the Disciplinary Committee but, if the Chairperson of the Federation thinks fit, the Chairperson of the Federation may appoint another member of the Disciplinary Committee to act as Chairperson at any or all of the meetings of the Committee.
    9. 8.3.9 No matter shall be referred to the Disciplinary Committee unless:
      1. There is a written statement of the matter to be referred;
      2. A Director has either reviewed or (with the approval of the Chairperson of the Federation) initiated the written statement and considers, in his absolute discretion, that the matter is appropriate for reference to the Executive; and
      3. The Executive has reviewed the written statement and considers, in its absolute discretion, that the matter is appropriate for reference to the Disciplinary Committee.
    10. 8.3.10 Where a matter is referred to the Disciplinary Committee
      1. Where the matter refers to any particular Member, a copy of the written statement relating to the matter shall be given to that Member;
      2. The Disciplinary Committee shall take such steps as it thinks fit to investigate the matter thoroughly, and shall give to every Member referred to in the written statement relating to the matter an opportunity to be heard;
      3. The Disciplinary Committee shall cause proper minutes to be made of the proceedings of all meetings of the Disciplinary Committee and all business transacted at such meeting if purported to be signed by the Chairperson of such meeting or by the Chairperson at the next succeeding meeting shall be conclusive evidence without further proof of the facts therein stated;
      4. The Disciplinary Committee shall present a report to the Federation in general meeting in relation to the matter, and the report shall include a specific recommendation to the effect-
        1. That the matter should be dismissed; or
        2. That the matter should be sustained, and that the Member or Members concerned should be censured; or
        3. That the matter should be sustained, and that the Member or Members should be expelled from the Federation.
      The Federation shall consider the report of the Disciplinary Committee at the general meeting at which the report is presented, and shall decide whether to dismiss the matter, to censure the Member or Members concerned, or to expel the Member or Members concerned from the Federation.

    8.4 Proceedings of Committees

    1. 8.4.1 Except for matters specifically provided for by these rules or, in the case of a Special Committee, by the Federation in general meeting or the Executive, the members of a Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit.
    2. 8.4.2 Questions arising at any meeting of a Committee shall be decided by a majority of votes. Every member of a Committee shall have one vote. In the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote.
    3. 8.4.3 The quorum for a meeting of the Executive or the Disciplinary Committee shall be four (4) persons.
    4. 8.4.4 A member of a Committee may at any time summon a meeting of the Committee. However, unless all members of the Committee otherwise agree, no meeting of the Committee shall be held earlier than 48 hours after notice of the meeting is given to all Members:
      Provided that it shall not be necessary to give notice of a meeting to any member of the Committee who is for the time being absent from New Zealand.
    5. 8.4.5 A member of a Committee who is in any way, whether directly or indirectly, interested in a contract, arrangement or proposal with the Federation or other matter before the Committee shall declare the nature of his interest at a meeting of the Committee. A member of the Disciplinary Committee who has an interest in a matter before the Committee shall not be present at meetings of the Committee at which the matter is being investigated or considered.
    6. 8.4.6 A resolution in writing, signed or assented to by all the members of the Executive or a Special Committee for the time being entitled to receive notice of a meeting of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form each signed or assented to by one or more members, and may be assented to by a letter, telegram, cable, or telex or facsimile signed or sent by the member.
    7. 8.4.7 Minutes of all meetings of the Executive or a Special Committee shall be kept by a Director (or, in respect of any particular meeting or meetings, by an employee of the Federation appointed by a Director for that purpose), and shall be circulated to all Members of the Federation by a Director as soon as practicable.

    9. Director and Employees

    9.1 Director

    1. 9.1.1 The Executive shall from time to time appoint a Director or Directors of the Federation for such period and on such terms (including remuneration) as the Committee thinks fit and may revoke or vary any such appointment at any time.
    2. 9.1.2 The Director or Directors shall have such functions, duties, and powers as are conferred on them by these rules, or entrusted to them by the Executive.
    3. 9.1.3 The Director or Directors will open and operate one or more Bank Accounts in the name of the Financial Services Federation (Incorporated) in New Zealand or elsewhere as the Director considers necessary for the conduct of the business of the Federation. All money received or paid as a result of the operations of the Federation shall be paid into these accounts as the Director so directs.
    4. 9.1.4 The Director or Directors shall be responsible and report to the Executive.

    9.2 Other Employees

    1. 9.2.1 The Federation shall employ such other persons and on such terms (including remuneration) as the Director or Directors from time to time think fit. Any such person shall have such functions, duties and powers as are entrusted to him by the Director or Directors.

    10. Finance

    10.1 Annual Subscriptions

    1. 10.1.1 The Members each shall pay to the Federation in respect of each financial year a percentage of the annual subscription which is determined by resolution of the Federation at the annual general meeting held during that year. The percentage of the annual subscription to be paid by each Member shall be determined on the basis that-
      1. each Member whose total assets are $100 million or more shall pay one hundred percent (100%) of the annual subscription;
      2. each Member whose total assets are between $30 million and $100 million shall pay fifty percent of the annual subscription;
      3. each Member whose total assets are between $10 million and $30 million shall pay twenty-five percent (25%) of the annual subscription; and
      4. each Member whose total assets are less than $10 million shall pay ten percent (10%) of the annual subscription.
    2. 10.1.2 Having regard to the particular nature of the business of a Member and the inappropriateness of the measure of annual subscription obligations by reference to its total assets, the Executive may, at its absolute discretion, classify any Member so that it falls within category (a), (b), (c) or (d) of rule 10.1.1 above and such Member shall pay the percentage of the annual subscription as is determined by the relevant category.
    3. 10.1.3 For those persons who join the Federation after the annual general meeting, their total assets and, thus, their annual subscription shall be determined at the time they become a Member of the Federation. In determining the final amount of the annual subscription for such Members, a pro-rata adjustment to the annual subscription shall be made.
    4. 10.1.4 Members' annual subscriptions for a financial year shall be due and payable to the Federation within one month of the date of the annual general meeting held during that year.
    5. 10.1.5 In this clause-
      1. "assets" in relation to a person, means all or any part of the present and future undertaking, property and assets of the person and, in the case of a company includes its uncalled or called but unpaid capital.
      2. "total assets" means the aggregate of the assets of any Member which is a Corporation as disclosed by its most recent audited balance sheet or, if the Member has wholly-owned subsidiaries, the aggregate of the assets of the Member and such subsidiaries as disclosed by the most recent audited consolidated balance sheet of the Member and those subsidiaries.
    6. 10.1.6 Rules 10.1 and 10.3 (and not the provisions of the previous rules of the Federation) shall apply in respect of the Members' annual subscriptions for the financial year beginning 1 August 1989.

    10.2 Levies

    1. 10.2.1 If at any time or times any funds are required for the purposes of the Federation in addition to the amount of annual subscriptions payable pursuant to rule 10.1, the funds shall be raised by a levy on Members.
    2. 10.2.2 No levy shall be made on members except by resolution of the Federation in general meeting.
    3. 10.2.3 The amount of a levy payable by each Member may vary as between Members.
    4. 10.2.4 Unless the Member otherwise agrees, the total levies payable by any member in any financial year shall not exceed the annual subscription payable by that Member for the financial year.

    10.3 Miscellaneous

    1. 10.3.1 Annual subscriptions and levies paid to the Federation shall not be refundable or rebatable in any circumstances.
    2. 10.3.2 Each Member agrees with the other Members and with the Federation to pay all annual subscriptions and amounts levied upon it in accordance with this rule 10, and further agrees that any amount due from it in respect of any such subscription or levy shall constitute a debt to the Federation recoverable by legal process in any appropriate Court in New Zealand.
    3. 10.3.3 The funds of the Federation shall be under the control of the Executive and may be used or invested as set out in rule 4.2.

    11. Seal

    The Seal of the Federation shall be kept in the custody of a Director.

    The fixing of the Seal to any document shall be attested to by:

    1. any two of the following persons, namely any Member of the Executive, and any person appointed as an authorised signatory by the Executive; or
    2. any one of the persons specified in paragraph (a) and a Director.

    12. Audit

    1. 12.1 An Auditor (who is a member of the New Zealand Society of Accountants) shall be appointed at each annual general meeting of the Federation. Each Auditor so appointed shall hold office until the next annual general meeting of the Federation and shall be eligible for re-election.
    2. 12.2 It shall be the duty of the Auditor to report to Members of the Federation as to whether the accounts and balance sheet present a true and fair picture of the Federation's affairs.
    3. 12.3 The Auditor's remuneration shall be fixed by the Federation in annual general meeting.
    4. 12.4 A copy of the latest accounts, together with the Auditor's report thereon, shall be sent to the Members with the notice of each annual general meeting.

    13. Dissolution

    On a dissolution of the Federation, the assets of the Federation after payment of the liabilities, and after taking into account any sums owing by Members for subscriptions or levies, shall be distributed to such charities or other persons (not being Members) as the Federation in general meeting decides.

    14. Alteration to Rules

    These rules, with the exception of rule 13, may be altered, added to, or rescinded and new rules may be made, by the Federation in general meeting.

 

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