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Rules

1. Name

The name of the Society is "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 for a poll at a Meeting pursuant to rule 7.9.2;

"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 a Meeting of the Federation to be the Federation's balance date;

"Code of Conduct for Members" means the Code of Conduct for Members including the Disciplinary Procedure to apply if the Code is not adhered to, as determined by a Meeting of the Federation;

"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 9.3;

"Director" means the Director of the Federation appointed pursuant to rule 10.1 and, where the context requires, includes all persons appointed to that position;

"Executive" means the Executive Committee appointed by the members of the Federation at the Annual General Meeting;

"Federation" refers to the Society whose rules these are, namely the Financial Services Federation Incorporated.

"Financial year" means a period commencing on the day after a balance date and ending on the next succeeding balance date, and unless the context requires otherwise a reference to a “year” means a financial year;

"Meeting" refers to a general meeting of the Members of the Federation, being either –

a) an annual meeting held pursuant to rule 7.1; or

b) any other meeting held pursuant to rule 7.2; or

c) a special meeting held pursuant to rule 7.3;

"Member" means a full member of the Federation and not an Affiliate Member;

"Person" includes a body of persons, whether corporate or otherwise;

"Special Committee" means a Special Committee of the Federation constituted in accordance with rule 9.2.

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

a) Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and neuter genders;

b) A reference to an Act of Parliament or Regulations means that Act or those Regulations, or any re-enactment, replacement or amendment of them;

c) A reference to these rules includes any amendment of them;

d) 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:

a) To promote an environment for the finance sector where members can operate freely within the legal framework, but subject to competitive discipline in the provision of financial services.

b) Through consultation and effective advocacy ensure the Government is aware of Members' views on current issues, and reduce the likelihood of the Government acting in a manner prejudicial to the interests of the Members.

c) To promote and maintain a Code of Conduct for Members to encourage acceptable standards.

d) To promote the interests of Members and the Federation within the financial services industry.

e) To provide a forum for discussion and exchange of industry information and statistics.

f) 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.

g) To act as a whistleblower whereby non-compliant or unethical behaviour within the wider financial services market can be reported to the appropriate regulatory body/ies.

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

a) Make representations to, hold discussions with, provide information and advice to, and negotiate with:-

i. The Government of New Zealand and any of its departments or agencies; or

ii. 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.

b) 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.

c) Adopt such means as may seem expedient to make 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 any media, or by circulars, and by publication of pamphlets and periodicals, and by any other means.

d) Appoint and employ officers and employees in accordance with rule 10.

e) Raise subscriptions and levies from Members in accordance with rule 11.

f) 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.

g) Establish, subsidise, 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 objectives altogether, or in part, similar to those of the Federation or of benefit to the Federation.

h) Establish and administer sub-groups within the Federation which will promote and advance certain specialised services.

i) 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.

j) 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.

k) To invest or lend the funds of the Federation not required for immediate use in or on such investments as the Executive deems fit, with the power to vary investments in accordance with the Federation’s Financial Management Policy.

l) 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 thereon in such manner as is deemed fit and approved by a resolution of Members.

m) 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 funds of the Federation any fees or expenses of such person or persons so engaged or in connection with arranging such conference.

n) 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.

o) 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:

a) Make any distribution whether by way of money, property, or otherwise, to any Member; or

b) Carry on any operation whereby any Member makes any pecuniary gain contrary to the provisions of the Act; or

c) 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, the objects and powers set out in any paragraph of rules 4.1 and 4.2 shall not be restrictively construed but the widest interpretation shall be given to them, 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

The Members of the Federation shall consist of those Corporations and other persons 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 and whose subscriptions are fully paid.

5.2 Criteria for membership

Membership of the Federation shall be limited to those Corporations and other persons:

a) Who carry on business in New Zealand; and

b) Who, in the opinion of the Federation’s Executive, conform with any criteria for admission and continuance of membership set by Meetings of the Federation from time to time; and

c) Whose prime business is the provision of financial services; and

d) Who is not a subsidiary of an existing member; and

e) Who are financially solvent; and

f) Who are if required able to provide audited annual accounts or such other financial information as the Federation may require to demonstrate their solvency ; and

g) Who will adhere to the Federation’s Code of Conduct for Members; and

h) Who will abide by any Federation Guidelines approved by the Federation’s Members from time to time.

5.3 Applications for membership

5.3.1 An application to be admitted to membership of the Federation shall be in the form or to the effect of the following:

"_______________ (“the Applicant") hereby applies to be admitted to membership of the 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 Authorised Representative of the Applicant,"

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.

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.

5.4 Affiliate Membership

5.4.1 Membership of the Federation as an Affiliate Member shall be available to those persons who in the opinion of the Executive whilst not complying with the criteria for Membershipspecified in these Rules, and not being any person or related company of a person specified in these Rules, has an interest in furthering the objectives for which the Federation has been established, and whose membership could assist the Federation in achieving those objectives.

5.4.2 An Affiliate Member is entitled:

a) To be represented at, and to attend Meetings of the Federation;

b) To receive and use in the course of its business, all publications, newsletters and other information produced by the Federation for its Members.

c) An Affiliate Member shall not be entitled to representation on the Executive Committee, unless otherwise agreed by all Members of the Federation other than Affiliate Members.

d) An Affiliate Member shall not be entitled to vote.

5.4.3 An Affiliate Member is bound by the Federation's Rules and any Code of Conduct from time to time in force pursuant to Rule 4.1c).

5.4.4 Applications for Affiliate Membership shall be made on the Affiliate Membership application form.

5.4.5 Once the Executive has approved an application for Affiliate Membership that Affiliate Membership shall commence upon payment of the appropriate subscription.

5.4 .6 For the avoidance of doubt, references to "Member" in the Federation's Rules do not include an Affiliate Member.

5.5 Retirement and termination of membership

5.5.1 Any Member, Associate Member or Affiliate Member may at any time retire or resign from the Federation by giving to the Director notice in writing to that effect, and such retirement shall take effect at the end of twelve months (or at the Executive Committee’s discretion) 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.

5.5.2 Where a Member:

a) Does not comply with the criteria for membership set out in rule 5.2a) to h); or

b) Has contravened or failed to comply with any of these rules or the Code of Conduct of the Federation as determined by the sole discretion of the Executive; or

c) Has intentionally injured, or attempted to injure the interests of the Federation; or

d) Has in the opinion of the Executive brought or is likely to bring the Federation and its Members into disrepute; or

e) Has had a matter referred to the Disciplinary Committee and that Committee has found that the matter should be sustained and warrants the expulsion of the Member from the Federation; or

f) 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 Executive Committee. Such resolution is to be reported to the next Meeting following the making of the resolution.

5.5.3 Where the membership of a Corporation or other person is terminated pursuant to rule 5.5.2:

a) 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

b) The Director shall send to that person written notice of the termination and the reasons therefore as soon as reasonably practicable.

5.5.4 Rule 5.5.2 will also apply to Affiliate Members, but as if the reference in rule 5.5.2 to rule 5.2 were instead a reference to rule 5.4.

5.6 Register of Members

5.6.1 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.

5.6.2 The register of members shall be sufficient evidence of the membership of the Federation, unless the contrary is proved.

5.7 Members to supply accounts

Every member shall if required 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. Use of Federation Logo by Members

6.1 The Federation endorses the use of its logo on Members’ stationery and advertising material as a sign to the public that Members stand for responsible behaviour in the financial services sector.

6.2 Use of the Federation logo is to be in accordance with any Guidelines for Use of the Federation’s logo that are made by the Executive from time to time.

6.3 Use of the Federation logo is limited to its reproduction consistent with the Federation’s approved design. The Director will provide electronic files to Members for this purpose.

6.4 Use of the Federation logo is always conditional on the Member continuing to comply with the Federation’s Rules and the Code of Conduct for Members and operating its business in compliance with all regulatory requirements and, in the view of the Executive, in a socially responsible manner.

6.5 Should the Executive become aware of inappropriate use of the Federation logo or if the Member breaches the Rules or the Code of Conduct for Members the Disciplinary Committee may withdraw the Member’s right to continue to use the Federation logo in accordance with Rule 9.4.

7. Meetings

7.1 Annual Meetings

A 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 Meeting.

7.2 Meetings

Meetings of the Federation shall be held at intervals of not more than 3 months (or such longer period as the Federation approves from time to time).

7.3 Special Meetings

7.3.1 The Director shall convene a Meeting of the Federation:

a) Within 7 days of receiving a requisition to do so signed by any number of members, who in aggregate hold ten percent (10%) or more of the Allowable Votes of the Federation; or

b) When directed to do so by the Chairperson of the Federation.

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

7.3.3 Meetings convened pursuant to rule 7.3.1a) shall be called Special Meetings.

7.3.4 If the Chairperson of the Federation so directs, a Meeting may be both a Special Meeting and an Annual Meeting and/or a Meeting of the Federation.

7.4 Convening of Meetings

The Director shall convene every Meeting of the Federation by ensuring that notice of the Meeting is given to every Member in accordance with rule 7.5.

7.5 Notice of Meetings

7.5.1 Notice of a Meeting shall be given to a Member in writing or electronically (where the Member has consented to that) or by handing, or sending by 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 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.

7.5.2 Every notice of 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 a notice calling a 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.

7.5.3 A Meeting of the Federation shall notwithstanding that it is called by shorter notice than that specified in rule 7.5.1, 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.

7.5.4 The accidental omission to give notice of Meeting to, or the non-receipt of notice of a Meeting by, any Member shall not invalidate the proceedings at that Meeting.

7.6 Representative of Members at Meetings

7.6.1 Subject to Rule 7.6.2, the Authorised Representative for the time being of each Member shall be the Member's representative at any Meeting of the Federation.

7.6.2 If the Authorised Representative of a Member is unable to attend a Meeting of the Federation, the member may appoint another senior executive of the Member to act as the Member's representative for that Meeting.

7.6.3 At a 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.

7.7 Proceedings at Meetings

7.7.1 The Chairperson of the Federation shall preside as Chairperson at every Meeting of the Federation. If there is no Chairperson of the Federation, or if the Chairperson is not present within 15 minutes after the time appointed for the commencement of a 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.

7.7.2 No business shall be transacted at any Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business. The quorum for a 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 Meeting, the Meeting shall be deemed to be adjourned to a date, time and place appointed by the Chairperson of the Meeting.

7.7.3 The Chairperson of a 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.

7.7.4 At any Meeting a resolution put to the vote of the Meeting shall be decided on by 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.

7.7.5 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.

7.7.6 Except as provided below, if a poll is demanded it shall be taken at such time as the Chairperson of the Meeting directs, 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 than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

7.8 One half majority required to pass resolution

7.8.1 Subject to rule 7.8.2, no resolution put to the vote of a Meeting shall be carried or deemed to be carried as a resolution unless more than fifty percent (50%) of the total votes cast by those present and entitled to vote, vote in favour thereof.

7.8.2 Rule 7.8.1 shall not apply in respect of a resolution passed for the purposes of Section 24 of the Act, which relates to voluntary windings up, and which must be complied with.

7.9 Voting Rights

7.9.1 At a Meeting, on a show of hands, every Member represented at the Meeting shall have one vote.

7.9.2 On a poll at a Meeting:

a) Every full Member whose total assets are $100 million (as determined in accordance with rules 7.9.3 and 7.9.4 below) or more shall have eight (8) votes;

b) Every full Member whose total assets are between $60 million and $100 million shall have five (5) votes;

c) Every full Member whose total assets are between $30 and $60 million shall have four (4) votes;

d) Every full Member whose total assets are between $10 million and $30 million shall have two (2) votes; and

e) Every full Member whose total assets are less than $10 million shall have one (1) vote; and

f) An Affiliate Member shall not be entitled to vote.

7.9.3 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 any of categories a) – d) of rule 7.9.2 above and such Member shall have the number of votes determined by the relevant category.

7.9.4 The total assets and, thus, the number of votes to which they are entitled, in terms of rule 7.9.2 and 7.9.3 above, of each Member shall be determined at the Annual Meeting for each year and will be applicable for the whole of the succeeding year until the convening of the next Annual Meeting.

7.9.5 For those persons who join the Federation as a full Member after the Annual Meeting for a year, their total assets, and thus, the number of votes to which they are entitled in terms of rule 7.9.2 above, shall be determined at the time they become a full Member and shall be applicable until the convening of the next Annual Meeting.

7.9.6 No Member shall be entitled to vote unless it has paid to the Federation all amounts then due by it to the Federation.

7.9.7 In this clause-

  • "Assets" in relation to a person, means all or any part of the property and assets of the person and, in the case of a Corporation includes its uncalled or called but unpaid capital.
  • "Total assets" means the aggregate of the assets of any Member which is a Corporation as disclosed by its most recent audited statement of financial position 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 statement of financial position of the Member and those subsidiaries.

7.10 Resolution by entry in the minute book

Anything that may be done by resolution of the Federation in 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 allowable votes of all Members on a poll at a 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 7.5. Any such entry:

a) May consist of several documents in like form each signed or assented to by one or more Members; and

b) May be signed on behalf of a Member by the Authorised Representative of that Member; and

c) May be assented to by a letter, or e-mail signed or sent by the Authorised Representative of the Member, including a letter that is sent by facsimile transmission.

8. Elected Officers

8.1 At each Annual Meeting of the Federation, the Members shall elect a Chairperson and Deputy Chairperson of the Federation. Subject to rule 8.2, the Chairperson and Deputy Chairperson elected at an Annual Meeting shall hold office as such until the finish of the next succeeding Annual Meeting of the Federation.

8.2 The office of Chairperson or Deputy Chairperson shall be vacated if the Chairperson or Deputy Chairperson, as the case may be:

a) Becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or

b) Becomes incapable of performing the relevant office, due to being medically or mentally unfit to do so; or

c) Dies or resigns his or her office by notice in writing to the Director; or

d) Ceases to be the Authorised Representative of a Member; or

e) The Member of which the Chairperson or Deputy Chairperson is the Authorised Representative ceases to be a Member of the Federation; or

f) Is removed from office by the Federation in a Meeting for any reason.

8.3 If the office of Chairperson or Deputy Chairperson is vacated pursuant to rule 8.2, at the next Meeting of the Federation (or, if the office is vacated by virtue of rule 8.2 e), at the same Meeting as that at which the Chairperson or Deputy Chairperson, as the case may be, is removed from office) the Federation in a 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 Meeting of the Federation.

8.4 No person shall:

a) Be elected as Chairperson or Deputy Chairperson of the Federation unless they are the Authorised Representative of a Member at the time of election;

b) Be elected as Chairperson of the Federation if they have been elected as Chairperson at the three (3) immediately preceding Annual 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.

9. Committees

9.1 Executive

9.1.1 There shall be an Executive of the Federation comprising:

a) The Chairperson, Deputy Chairperson and Director of the Federation; and

b) 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 9.1 (in these rules called "the elected members of the Executive").

c) As far as is possible, the members of the Executive should be representative of the breadth of membership of the Federation, for example it would be appropriate, if possible, for there to be a member of the Executive nominated from members operating consumer finance, commercial finance/leasing or insurance businesses (and such other areas of financial services that may from time to time be represented amongst the membership of the Federation).

9.1.2 At each Annual Meeting of the Federation, the Members shall elect three or more persons to be members of the Executive in addition to the Chairperson and Deputy Chairperson of the Federation. Subject to rule 9.1.4, the elected members of the Executive shall hold office as such until the finish of the next succeeding Annual Meeting of the Federation.

9.1.3 If at any time there are less than five (5) elected members of the Executive, the Federation in a Meeting may elect one or more persons to hold office as elected members of the Executive until the finish of the next succeeding Annual Meeting of the Federation. The members should take notice of rule 9.1.1 c as above and ensure that, as far as is possible, any replacement member of the Executive is elected from an area of operation such as consumer finance, commercial finance/leasing or insurance or other such areas of financial services that may from time to time be represented amongst the membership of the Federation, that is not already represented on the Executive.

9.1.4 A person shall cease to be an elected member of the Executive if he or she:

a) Becomes bankrupt or make any arrangement or composition with their creditors generally; or

b) Becomes incapable of performing the relevant office, due to being medically or mentally unfit to do so; or

c). Dies or resigns from his or her office by notice in writing to the Director; or

d) Ceases to be the Authorised Representative of a Member; or

e) The Member of which the Chairperson or Deputy Chairperson is the Authorised Representative ceases to be a Member of the Federation; or

f) Is removed from office by the Federation in a Meeting for any reason.

9.1.5 If at any time there is no elected member of the Executive, the Federation shall, at its next Meeting, elect one or more persons to hold office as elected members of the Executive until the finish of the next succeeding Annual Meeting of the Federation.

9.1.6 No person shall be elected as a member of the Executive unless he or she is 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. Should a member of the Executive no longer be an Authorised Representative of a Member, rule 9.1.3 applies in relation to the appointment of a suitable replacement to the Executive.

9.1.7 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:

a) It shall conform with any resolution of the Federation in a Meeting; and

b) 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 a Meeting.

9.1.8 The Chairperson of the Federation shall be Chairperson of the Executive.

9.1.9 Unless otherwise determined by the Executive, the Executive shall meet at least quarterly or more frequently as required.

9.2 Finance and Audit Committee

9.2.1 There shall be a Committee of the Executive Committee called the Finance and Audit Committee comprising:

a) The Chairperson as Chair of the Finance and Audit Committee;

b) One other member of the Executive Committee as appointed to the Finance and Audit Committee by the Executive Committee from time to time.

9.2.2 The Finance and Audit Committee will oversee the finances of the Federation on behalf of the Executive and provide support to the Director as required to prepare financial reports for Executive Committee meetings and Meetings of the Federation.

9.3 Special Committees

9.3.1 Either the Federation in a 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 who may not necessarily be the Authorised Representative of a Member but may be someone nominated by a Member because he or she holds specialist expertise relevant to the Special Committee.

9.3.2 Unless the Federation in a 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.

9.3.3 A Special Committee shall have such powers as are given to it from time to time by the Federation in a Meeting and, unless otherwise determined by the Federation in a Meeting, shall be responsible and report to the Executive.

9.3.4 A Special Committee may be dissolved at any time:

a) By the Federation in a Meeting, where the committee was established by the Federation; or

b) In any other case, by either the Federation in a Meeting or by the Executive.

9.4 Disciplinary Committee

9.4.1 There shall be a Disciplinary Committee of the Federation comprising:

a) The Chairperson and Deputy Chairperson for the time being of the Federation; and

b) Such other persons, (in these rules called the "elected members of the Disciplinary Committee") not being less than three, who:

i. In the case of the Disciplinary Committee for the period ending with the finish of the next Annual Meeting succeeding the registration of these rules, were elected as members of the first Disciplinary committee at the Annual Meeting of the Federation at which these rules were adopted; or

ii. Are elected to the Disciplinary Committee in accordance with this rule 9.4.

9.4.2 The Director shall be the secretary of the Disciplinary Committee but the secretary will not have voting powers on the Disciplinary Committee.

9.4.3 At each Annual 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 Rules 9.4.4 and 9.4.5, the elected members of the Disciplinary Committee shall hold office as such until the finish of the next succeeding Annual Meeting of the Federation.

9.4.4 The Federation in a 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 Meeting of the Federation.

9.4.5 A person shall cease to be an elected member of the Disciplinary Committee if he or she:

a) Becomes bankrupt or make any arrangement or composition with their creditors generally; or

b) Becomes incapable of performing the relevant office, due to being medically or mentally unfit to do so; or

c) Dies or resigns from his or her office by notice in writing to the Director;

d) Ceases to be the Authorised Representative of a Member; or

e) The Member of which the Chairperson or Deputy Chairperson is the Authorised Representative ceases to be a Member of the Federation; orf) Is removed from office by the Federation in a Meeting for any reason.

9.4.6 If at any time there is no elected member of the Disciplinary Committee, the Federation shall, at its next Meeting, elect one or more persons to hold office as elected members of the Disciplinary Committee until the finish of the next succeeding Annual Meeting of the Federation.

9.4.7 A person:

a) May only be elected as a member of the Disciplinary Committee, provided they are an Authorised Representative of a Member at the time of election; and

b) May be re-elected as a member of the Disciplinary Committee from time to time without limit; but

c) May not be elected as or be a member of the Disciplinary Committee while they are a Director, or an employee, of the Federation.

9.4.8 The functions of the Disciplinary Committee shall be to investigate, hold hearings and make decisions to be advised to the Federation in a Meeting concerning allegations of breach by a Member of the Federation of these rules or of the Code of Conduct of the Federation.

9.5 Proceedings of the Disciplinary Committee

9.5.1 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.

9.5.2 No matter shall be referred to the Disciplinary Committee unless:

a) There is a written statement of the matter to be referred; and

b) The Director has either reviewed or (with the approval of the Chairperson of the Federation) initiated the written statement and considers, in his or her absolute discretion, that the matter is appropriate for reference to the Executive; and

c) The Executive has reviewed the written statement and considers, in its absolute discretion, that the matter is appropriate for reference to the Disciplinary Committee.

9.5.3 Where a matter is referred to the Disciplinary Committee:

a) Where the matter refers to any particular Member, a copy of the written statement relating to the matter shall be given to that Member;

b) The Disciplinary Committee shall take such steps (including seeking any external advice) 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;

c) 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;

d) The Disciplinary Committee shall present a report to the Federation at its next Meeting in relation to the matter, and the report shall include the Disciplinary Committee’s decision on the matter to the effect-

i. That the matter should be dismissed; or

ii That the matter should be sustained, and that the Member or Members concerned should be censured; or

iii. That the matter should be sustained, and that the Member or Members should be expelled from the Federation; or

iv. That the matter should be referred to the appropriate regulator.

9.5.4 The decisions of the Disciplinary Committee will be final and no appeals process will be entered into.

9.6 Proceedings of Committees

9.6.1 Except for matters specifically provided for by these rules or, in the case of a Special Committee, by the Federation in a 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.

9.6.2 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.

9.6.3 The quorum for a meeting of the Executive or the Disciplinary Committee shall be four (4) persons.

9.6.4 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.

9.6.5 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 or her interest at a meeting of the Committee. A member of the Disciplinary

Committee who has an interest in a matter before the Committee (as determined by the Chair of the Committee) shall not be present at meetings of the Committee at which the matter is being investigated or considered.

9.6.6 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, facsimile or e-mail signed or sent by the member.

9.6.7 Minutes of all meetings of the Executive or a Special Committee shall be kept by the Director (or, in respect of any particular meeting or meetings, by an employee of the Federation appointed by the Director for that purpose), and shall be circulated to all Members of the Federation by the Director as soon as practicable.

10. Director and Employees

10.1 Director

10.1.1 The Executive shall from time to time appoint a Director 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.

10.1.2 The Director shall have such functions, duties, and powers as are conferred on them by these rules, or entrusted to them by the Executive.

10.1.3 The Director 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.

10.1.4 The Director shall be responsible for the management, operation and performance of the Federation and shall report on them to the Chairperson of the Executive Committee.

10.1.5 The performance of the Director and his or her remuneration will be reviewed annually within one month of the end of each financial year by the Chairperson of the Executive and any other Members he or she deems appropriate.

10.2 Other Employees

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

11. Finance

11.1 Annual Subscriptions

11.1.1 The Members each shall pay to the Federation in respect of each financial year an annual subscription which is determined by resolution of the Federation at the Annual Meeting held during that year. Subscriptions will be set for the following categories of membership:

a) Members

b). Affiliate members.

11.1.2 Once determined, subscription levels resolved at the Annual Meeting must be entered into the minute book of the Federation and published on the Federation’s website and elsewhere as may be decided from time to time by the Executive.

11.1.3 For those persons who join the Federation after the Annual Meeting in a year, 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.

11.1.4 Members' annual subscriptions for a financial year shall be due and payable to the Federation within one month of the date of the Annual Meeting held during that year.

11.2 Levies

11.2.1 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 11.1, the funds shall be raised by a levy on Members.

11.2.2 No levy shall be made on members except by resolution of the Federation in a Meeting.

11.2.3 The amount of a levy payable by each Member may vary as between Members.

11.2.4 Unless the Member otherwise agrees, the total levies over and above the subscription payable by any member in any financial year shall not exceed an amount equivalent to the annual subscription payable by that Member for the financial year.

11.3 Miscellaneous

11.3.1 Annual subscriptions and levies paid to the Federation shall not be refundable or rebateable in any circumstances.

11.3.2 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 11, 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.

11.3.3 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.

12. Execution of Documents and Seal

12.1 The Federation shall have a Seal for so long as the Act may require it to do so.

12.2 The Seal shall be kept in the custody of the Director and may be affixed to a document if countersigned by either –

a) Two members of the Executive; or

b) One member of the Executive and the Director.

12.3 Any documents that are not required by law to be executed under the Seal of the Federation may be executed by –

a) Two members of the Executive; or

b) One member of the Executive and the Director; or

c) One member of the Executive or the Director, acting with the authority of the Executive; or

d) In any other way authorised by the Executive.

13. Audit

13.1 An Auditor (who is a member of the New Zealand Institute of Chartered Accountants) shall be appointed at each Annual Meeting of the Federation. Each Auditor so appointed shall hold office until the next Annual Meeting of the Federation and shall be eligible for re-election.

13.2 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 and comply with any applicable financial reporting standards.

13.3 The Auditor's remuneration shall be fixed by the Federation in Annual Meeting.

13.4 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 Meeting.

14. Dissolution

On 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 a Meeting decides.

15. Alteration to Rules

These rules may be altered, added to, or rescinded and new rules may be made, by a resolution passed by the Federation in a Meeting.

16. Transition

These Rules will apply with immediate effect as from the close of business on the date of the Meeting at which they are adopted, but the validity of anything done, or of any appointment to a position made, prior to then will continue to be governed by the previous Rules of the Federation.

This version of the Rules of the Financial Services Federation was adopted by the members at a General Meeting held on 19th July 2016.

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