8 JULY
THE NEW ZEALAND GAZETTE
2135

9.09 consideration by the Council and remits to be considered
at the annual meeting of the Council shall be forwarded
to the Executive Director by 10 December each year.

9.10 Each regional exchange shall convene a meeting of
members as needed to consider and vote on every remit
to be presented to the next meeting of the Council and
such a meeting shall be known as a remit meeting.

9.11 The notice of every remit meeting shall include a proxy
form. A proxy must be a member of the regional exchange.
Every remit considered at a remit meeting shall be voted
on separately and voting shall be by ballot, cast either in
person or by proxy.

9.12 The ballot paper shall provide for each member to vote
for or against the remit or alternatively to give the delegate
of the regional exchange discretion to cast the
member's vote according to the delegate's sole judgement.

9.13 If a member considers that a poll should be demanded
on any remit at a Council meeting, he may, at a remit
meeting, put forward a motion to instruct the delegate
accordingly. Such a motion shall be decided on voices
unless a show of hands or poll is demanded at the remit
meeting.

9.14 The voting strength of each regional exchange delegate
on the Council shall be determined, in respect of each
remit, by the number of votes cast at the remit meeting.

9.15 Should the ordinary membership of a regional exchange
be reduced to less than 7 members, the Council shall take
steps to disband such regional exchange and to that end
the following provisions shall take effect—

9.151 The territory of such regional exchange shall be
transferred by the Council to another regional
exchange or divided between two other regional
exchanges but such transfer shall be subject to the
consent of such other regional exchange or
exchanges which consent shall in every case be
given by a resolution passed by a majority of the
members of the regional exchange present in
general meeting.

9.152 In the event of more than one regional exchange
seeking the territory of the regional exchange to
be disbanded or some part thereof the dispute shall
be resolved by the Council.

9.153 Upon the territory of the regional exchange to be
disbanded having been transferred or divided as
aforesaid, such regional exchange shall for
purposes of the Exchange be deemed thereupon
to have ceased to exist but members of the
Exchange whose place of business was within the
territory of the disbanded regional exchange shall
nevertheless continue to be members of the
Exchange.

9.16 The maintenance of a trading floor within the territory
of a regional exchange shall be determined only by a
majority vote of the members of the regional exchange
concerned.

9.17 A country member shall not be entitled to vote at any
meeting of the members of a regional exchange nor be
eligible for election to the committee or as a delegate or
to any office of the Exchange.

10.0 General Meeting

10.01 General meetings of members shall be convened on the
requisition of the President, the Council, the Executive
or by not less than 15 ordinary members.

10.02 Every requisition shall be in writing, shall state the objects
of the meeting and shall be deposited at the office of the
Executive Director.

10.03 The Executive shall within 7 days of the date of deposit
of the requisition proceed to duly convene a meeting to
be held within 40 days from the said date. Notice in
writing of such meeting shall be sent by post to all
members not later than 21 days prior to the meeting. The
accidental omission to post a notice to a member or the
non-receipt of a notice by a member shall not invalidate
the proceedings of that meeting. The notice shall specify
the place, day and hour of the meeting and also the objects
of the meeting as specified in the requisition and any other
business which the Executive may wish to refer to the
meeting.

10.04 The President shall preside as Chairman at every general
meeting but if he is not present a member appointed by
the Executive shall preside.

10.05 No business shall be transacted at any general meeting
unless a quorum of not less than 50 percent of the ordinary
members is present in person or by proxy at the time of
the commencement of the meeting. If within half an hour
of the time appointed for the meeting a quorum is not
present the meeting shall be dissolved.

10.06 The Chairman may adjourn the meeting from time to
time and from place to place but no business shall be
transacted at any adjourned meeting other than business
left unfinished at the meeting from which the adjournment
took place. It shall not be necessary to give notice of an
adjourned meeting.

10.07 No business other than that specified in the notice of
meeting shall be transacted at any general meeting except
with the consent of the Chairman.

10.08 At any general meeting a resolution put to the vote of
the meeting shall be decided on a show of hands unless
a poll shall be demanded by the Chairman or by not less
than 5 ordinary members. Each ordinary member present
in person or by proxy shall be eligible to vote and shall
have one vote. Country members shall not be entitled to
vote. In the case of an equality of votes the Chairman
shall have a second or casting vote. In all cases of dispute
doubt or difficulty respecting or arising out of matters or
procedure and voting the decision of the Chairman shall
be final and binding.

10.09 A resolution passed at a general meeting by a simple
majority of the votes cast shall operate as a
recommendation to the Council. A resolution passed by
a majority of not less than 75 percent of the votes cast
shall be binding on the Council.

10.10 Ordinary members unable to attend any general meeting
may vote by proxy. Proxies shall be in the hands of the
Executive Director at least 24 hours before the time of
the meeting. No person shall hold a proxy to attend and
vote unless he is an ordinary member.

11.0 Conduct of Members

11.01 Every member shall—

11.011 At all times observe proper ethical standards.

11.012 Refrain from any action or conduct which might
bring discredit to the Exchange and its members
or bring the Exchange or members generally into
disrepute.

11.02 A member shall not be a shareholder in, or a director of,
or knowingly transact business for or on behalf of any
limited liability company which represents to the public
that it engages in the business of stock and sharebroking
or makes use, in the conduct of its business, of
sharehawking or other similar methods discountenanced
by the Council for the sale or disposal of stocks, shares,
debentures, bonds, or other securities. The Executive may
grant, from time to time, dispensation in respect of named
merchant banks.

11.03 No member shall buy or sell securities for an employee
of any other member.

11.04 No member shall accept money on deposit, provided that
nothing in this rule shall be construed as preventing or
restricting the borrowing of money by a member from
bankers or other financial institutions in the ordinary
course of business.

11.05 No member shall send or deliver by post or otherwise or
cause to be sent or delivered as aforesaid to any person
other than a client any communication in relation to shares
or stockbroking business or interview or cause to be
interviewed by an employee or agent any person not his
client. However, members or their employees may accept
invitations to address groups, write articles for newspapers
and financial publications, or participate in television or
radio programmes upon such terms as may be laid down
by the Executive or prescribed by the regulations.

11.06 For the purposes of Rule 11.05 a client means and includes
a person, firm, association, or body corporate for whom
a member has carried out share and/or stockbroking
business. No person whose only business with a member
has been to apply for shares comprised in a placement,
flotation, or new issue or issues shall be considered a client.
Communication means and includes every form of
invitation direct or indirect to transact or pass shares
and/or stockbroking business through the member making
the communication or through any other broker named
in the communication.

11.07 Members may, if they pay due regard to Rule 11.01 and
the regulations, initiate business or communicate with any
of the undermentioned bodies, or such other bodies as
may be advised by the Executive from time to time.

11.071 Government, quasi- and semi-Governmental
institutions, bodies and departments; public and
municipal bodies;

11.072 Trading banks, Trustee or other Savings Banks,
other banks, Life Insurance Companies and
Trustee Companies including the Public Trustee;
Fire Insurance Companies and Building Societies.

11.073 Any public company or subsidiary thereof.

11.074 Provident or superannuation or staff or employee
benefit or welfare or other similar funds
authorised by or associated or connected with
any organisation mentioned in paragraphs 071,
072, 073 and 074 of this Rule.