17 DECEMBER NEW ZEALAND GAZETTE

8 (10) The Board may allow special remuneration by a fixed sum or salary to any Director rendering any special services or undertaking work additional to that normally required of the Directors. This provision shall also empower the Board to authorise additional payment to the Chairman where his commitment to the affairs of the Exchange substantially exceeds that reasonably expected of a non-executive chairman.

8 (11) Any Director or any firm of which that Director is a member or partner may act in a professional capacity for the Exchange and shall be entitled to remuneration for professional services as if the Director were not a Director. A Director or that Director’s firm shall not act as auditor to the Exchange.

8 (12) At each annual meeting 2 member Directors and 1 non-member Director shall retire from office and may offer themselves for re-election. The Directors to retire shall be those who have been longest in office since their last election except that the requirements of this Rule may be satisfied in the first instance by any vacancies which may have arisen for any other reason.

8 (13) As between persons who became Directors on the same day those to retire by rotation shall (unless they otherwise agree) be determined by lot.

8 (14) A retiring Director who is not standing for re-election shall hold office until the closure or adjournment of the meeting at which any successor of the retiring Director is elected.

8 (15) The appointment of any Director shall be terminated:

(a) At any time agreed upon by a majority of the Board;

(b) Upon the death or resignation in writing of that Director;

(c) By a resolution approved by a majority of those members present in person or by proxy at any general meeting of members.

8 (16) At its first meeting following the annual meeting, the Board shall elect two of its members to act as Chairman and Deputy Chairman.

8 (17) In the event of any member of the Board being unable or unwilling to act for the term or balance of the term for which he was appointed, then the Board at its discretion may appoint another person (being a member or non-member as appropriate) to fill the casual vacancy so created until the date of the next annual meeting at which the person so appointed shall retire.

8 (18) Any person appointed to the Board to fill a casual vacancy in terms of Rule 8 (17) shall be eligible for nomination and reappointment to the Board by the meeting at which he has retired.

8 (19) The Board shall have power to appoint sub-committees, with such powers, special or general, as it may from time to time and in any particular case determine.

8 (20) The Board shall have power to:

(a) Make regulations not inconsistent with these rules governing incidental matters of detail or administrative machinery relating to matters provided for by these rules, and from time to time to amend or replace such regulations. The regulations shall be as binding on all members as if they were incorporated in these rules. A copy of the regulations shall be available for public inspection free of charge at offices of the Exchange.

(b) Delegate to any person, sub-committee of the Board or other committee or body, whether incorporated or unincorporated, and whether or not it includes or comprises persons who are not members, any of the powers, rights and discretions of the Board including the power of delegation on such terms and conditions as the Board may from time to time specify.

8 (21) Meetings of the Board shall be held at such time and place and upon such notice to its members as the Chairman may from time to time appoint or determine.

8 (22) In the absence of both the Chairman and Deputy Chairman from any meeting of the Board, the members of the Board present shall elect from their number a chairman for that meeting.

8 (23) The quorum for a meeting of the Board shall be 4.

8 (24) Questions arising at meetings of the Board shall be decided by a majority of the votes cast.

8 (25) Each member of the Board shall have one vote and in the event of an equality of votes the chairman shall have a second or casting vote.

8 (26) The Board may, in lieu of meeting, transact business by letter, facsimile, telex, telephone or any commonly used form of electronic communication but the following rules shall apply:

(a) Every reasonable effort (having regard to the urgency of the matter) shall be made to refer the business to every member of the Board;

(b) The provisions of Rules 8 (22) to 8 (24) shall apply as if the questions were determined at a meeting;

(c) A minimum of 4 votes cast shall be necessary to determine the question.

8 (27) The secretariat of the Exchange shall be the responsibility of the Managing Director who shall be appointed by, and be accountable to, the Board. In any temporary absence of the Managing Director, the Board may appoint any other person to that position for the period of absence of the Managing Director.

8 (28) Where by these rules any thing or matter is prescribed to be done by the Chairman and the Chairman is unwilling or unable to act, such thing or matter may be done by the Deputy Chairman or failing him, then by the Board.

8 (29) No member of the Board shall vote at any meeting on any matter in which he is personally interested and on that matter he shall not be included among the members present for the purpose of the quorum.

9. General Meetings of Members

9 (1) The financial year of the Exchange shall end on a date to be determined from time to time by the Board. An Annual General Meeting of Members shall be held after the end of each financial year, not later than fifteen months following the preceding Annual General Meeting and in any event not later than four months after the end of the financial year.

Such Annual General Meeting shall be held at a time and place to be determined by the Board. Members shall be advised of the place and date of each Annual General Meeting no later than six weeks prior to the date on which such Annual General Meeting is to be held.

9 (2) At the annual meeting of members or any adjournment thereof, the business shall be to receive the report and financial statements, consider resolutions from the Chairman, the Board, and members, conduct elections to the Board and transact any other business whatever that may be introduced in accordance with these rules. Notice of any resolution to be proposed at the annual meeting shall be given to the Managing Director no later than 5 weeks prior to the date of such annual meeting. All other meetings of members shall be deemed to be special meetings.