4134

NEW ZEALAND GAZETTE

No. 156

the power of delegation on such terms and conditions as the Board may from time to time specify.

10.23 Meetings of the Board: 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.

10.24 Chairman of meeting: 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.

10.25 Quorum: The quorum for a meeting of the Board shall be four.

10.26 Voting: Questions arising at meetings of the Board shall be decided by a majority of the votes cast.

10.27 Number of votes: 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.

10.28 Conduct of business other than at meetings: The Board may, in lieu of a 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 10.25 to 10.27 shall apply as if the questions were determined at a meeting; and

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

10.29 Managing Director: 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. The person holding office as Managing Director under the rules of the Exchange in force immediately prior to the coming into force of these Rules shall continue in office as Managing Director in accordance with the terms of his appointment.

10.30 Chairman unable or unwilling to act: Where by these Rules any thing or matter is required 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.

10.31 Interested directors: No director 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 directors present for the purpose of the quorum.

11. General meetings of members

11.1 Annual general meeting: 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.

11.2 Business at annual meeting: 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 general meeting shall be given to the Managing Director no later than five weeks prior to the date of such annual general meeting. All other meetings of members shall be deemed to be special meetings.

11.3 Notice of annual general meeting: At least 21 days’ notice shall be given of all annual general meetings. The accidental omission to send a notice to a member or the non receipt of a notice by a member shall not invalidate the proceedings at that meeting. The notice shall specify the place, day and hour of the meeting, the latest time for receipt of proxies, and the business to be transacted at the meeting.

11.4 Convening of meetings: General meetings of members shall be convened on the requisition of the Chairman, the Board or by not less than 10% of those persons who are individual full members of the Exchange at the date on which the requisition is deposited in terms of Rule 11.5.

11.5 Requisition of members: Every requisition shall be in writing, shall state the objects of the meeting and shall be deposited at the office of the Managing Director.

11.6 Notice of other general meeting: The Board shall within seven days of the date of deposit of the requisition convene a meeting to be held within 40 days from the said date. Notice in writing of such meeting shall be sent to all members not later than 21 days prior to the meeting. The accidental omission to send 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, the latest time for receipt of proxies, the objects of the meeting as specified in the requisition and any other business which the Board may wish to refer to the meeting.

11.7 Chairman of meeting: The chairman shall preside at every general meeting but if he is not present a member appointed by the Board shall preside.

11.8 Quorum: No business shall be transacted at any general meeting unless a quorum of not less than 50% of the members eligible to vote is present in person or by proxy at the time of the commencement of the meeting. If within 30 minutes of the time appointed for the meeting a quorum is not present, then the meeting shall be dissolved (in the case of a meeting requisitioned by members) or in any other case adjourned to such time and place as the chairman shall determine. If at the adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting, then the members present in person or by proxy shall constitute a quorum.

11.9 Adjournment: 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. If a meeting of members is adjourned for less than 30 days, then it shall not be necessary to give notice of the time and place of the adjourned meeting, other than by announcement at the meeting which is adjourned.

11.10 Other business: 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.

11.11 Votes of members: 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 five members eligible to vote on that matter. Each individual full member shall have one vote, which is exercisable by that member present in person or by proxy. Each member firm shall have one vote which is exercisable by one of its principals present in person or by proxy. In the case of an equality of votes, the chairman