TAANZ Constitution & Rules

Adopted at the annual general meeting held on October 30, 1969, and incorporating amendments passed at the annual general meetings held on October 29, 1970, October 11, 1974, October 5, 1976, September 20, 1977, October 15, 1979, October 1, 1980, special general meeting on May 18, 1981 and at the annual general meetings held on October 3, 1984, October 15, 1985, October 16, 1986, October 17, 1998, September 14, 1989, September 10, 1994, September 2, 1995, September 7, 1996, October 6, 2001, October 18, 2003, postal vote May 2004 and annual general meetings October 9, 2004, September 21, 2006 and September 19, 2007.

Name

1 The name of the Association shall be the Travel Agents’ Association of New Zealand Incorporated. 

2 The registered office of the Association shall be situated on 5th Floor, Tourism and Travel House, 79 Boulcott Street, Wellington, or such other place in New Zealand as the board of directors may from time to time determine. 

Registered Office Objects

3 The objects for which the Association is established are:-
(a) To unite in one organisation those persons, firms or corporations engaged in the sale of travel and the facilities of travel to the public.
(b) To establish and maintain a code of ethics for travel agents.
(c) To protect and promote the mutual interests of the members of the Association.
(d) To stimulate, encourage and promote the desire to travel.
(e) To acquaint the public of the services which members are able to render with a view to establishing that membership of the Association is a guarantee of competence and integrity.
(f) To discourage unfair competition without in any way interfering with initiative and enterprise based on fair trading.
(g) The consideration of all questions connected with travel and the sale and encouragement of travel. (h) To promote or oppose legislative and other measures affecting travel and travel agents.
(i) To do all such other things as in the opinion of the board of directors of the Association are incidental or conducive to the attainment of the above objects or any of them.
(j) To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit.

Membership

4 Full membership of the Association shall be restricted to persons and corporations approved by the Board of Directors and who are engaged in New Zealand in the sale of travel and the facilities of travel. Applicants for membership and existing members must meet and continue to comply with the criteria for membership. The criteria for membership shall be those criteria which are from time to time fixed by the Association in general meeting.

5 No person or corporation shall be admitted as a full member until a bond to the satisfaction of the bonding authority has been completed.

6 Applications for membership shall be in such form as may be prescribed by the board of directors, and the board, on being satisfied as to the qualifications of the applicant, may in its discretion admit him to membership.

7 Notwithstanding anything contained in the foregoing rules the board of directors may in its discretion admit as allied supplier members persons or corporations engaged in the travel industry or in activities closely allied with the industry but who are not eligible for membership under the foregoing rules; they shall be entitled to attend or be represented at general meetings of the Association and at any conference of travel agents which members are entitled to attend but shall not be entitled to vote at any meeting of the Association or be eligible for any office in the Association, and shall not be entitled to any other privilege of membership. Allied supplier members may display the emblem of allied supplier membership described in Rule 8 (e) and shall be entitled to indicate the fact that they are allied members of the Association on any stationery or printed matter or otherwise, but only in all respects by the wording also described in Rule 8 (e).

8 Members of the Association shall be entitled to exercise the following rights and privileges:
(a) To attend all general meetings of the Association and to speak and vote thereat.
(b) In the case of corporation members, to appoint from time to time a person to represent the corporation at meetings of the Association and to exercise the voting rights of such corporation; any persons so appointed shall be eligible for membership of the board of directors and shall for all purposes of these rules except the rules relating to entrance fees, subscriptions and levies be deemed to be a member.
(c) To receive from the Association a certificate of membership; and in the case of a member operating more than one place of business to an extra certificate for every such additional place of business, such certificate to be issued under the common seal of the Association.
(d) The right to use, for display and advertising purposes, and on his own stationery, the design or emblem of the Association, a copy of which appears opposite, or any other design or emblem hereafter adopted by the Association.
(e) Allied supplier members shall have the right to use for display and advertising purposes and on their stationery the design or emblem of allied supplier membership approved by the board of directors. Whenever at any other time allied supplier members wish to acknowledge their allied supplier membership of the Association the following wording only shall be used and quoted: “An allied supplier member of the Travel Agents’ Association of New Zealand Incorporated (or in its abbreviated form TAANZ)’’

Life Members

9 On the recommendation of the Board of Directors any individual maybe elected a Life Member at any general meeting of the Association(notice of the proposal for such election having been given in the notice convening the meeting) in recognition of outstanding services to the Association or the travel and tourism industry in New Zealand or elsewhere. The election of a Life Member shall require a three fourths majority vote of Members present at the meeting and entitled to vote. A life member shall be entitled to all the privileges of membership except voting, without payment of any subscription or other sum payable by ordinary Members. 

Cesser of Membership

10 The membership of a member or an allied member shall forthwith cease and determine if:
(a) The member/allied member resigns, having first paid all current membership dues and subscriptions thereby being a financial member at the time of resignation.
(b) Any one or more of the following circumstances arise or exist and the Chief Executive by notice in writing sent to the member/allied member at his/her/its last known address, advises the member/allied member that its membership of TAANZ has been terminated.
(i) The member ceases to be qualified for membership under the Association Rules.
(ii) The member fails to pay any sum due by the member to the Association for a period of one month after notice of the member’s default has been given to the member by the Association.
(iii) The member fails to pay the annual subscription levy payable by such members pursuant to the Rules of the Association.
(iv) The member ceases to meet the criteria for membership established from time to time by the Rules.
(v) Where the member is an individual, the member becomes a bankrupt or compromises with his creditors or becomes lunatic or of unsound mind or commits any indictable offence; or
(vi) Where the member is a corporation, it goes into liquidation (save for the purposes of reconstruction) or if a receiver of its undertaking or assets is appointed.
(vii) Within one month of a request being received from the TAANZ Bonding Authority the member fails to provide information required by the Bonding Authority in respect of renewal of the bond or any other details concerning the bond in general.
(viii) Within two calendar months from the date of opening anew branch, the member’s application to have a branch location has not been received by the Association and approved by the Board. 

10 B TAANZ members shall not employ in any managerial capacity any person who was the owner, operator or manager of a TAANZ member at the time when such member defaulted in its duty as a travel agent (hereinafter referred to as “the defaulting TAANZ member”) in circumstances which gave rise to a successful claim or claims on the Bonding Fund. This prohibition on employing such person shall apply for a period of 10 years commencing on the date of the default by the defaulting TAANZ member which gave rise to the claim on the Bonding Fund. The prohibition shall not apply in relation to any person who has established to the satisfaction of the Board that the default, giving rise to the claim/claims on the Bonding Fund, was not due in any way to the actions of that person as the owner, operator or manager of the defaulting TAANZ member. 

Compliance with Civil Aviation

(Passenger Agents’ Commission Regime) Notice 1983 and other Acts, Regulations, and Statutory Notices 

10C TAANZ members shall comply with all acts of Parliament Regulations, and Statutory Notices which affect them in the management and operation of their business as travel agents. In particular a TAANZ member who deals on any terms whatsoever involving receipt of or payment of any commission or remuneration in lieu thereof in respect of international air services, or facilitates purchase or resale in respect of international air services on any terms whatsoever, shall at all times and in all respects comply with the obligations set out in the Civil Aviation(Passenger Agents’ Commission Regime) Notice 1983.    

Entrance Fees and Subscriptions

11 Every applicant for membership shall pay such entrance fee as may from time to time be fixed by the Association in general meeting. 

12 (a) Every member shall pay such annual subscriptions and charges as may from time to time be fixed by the Association in General Meeting. The level of subscription and charges shall be considered by the Association at every Annual General Meeting. In fixing the annual subscription and any other charges that are to be made on members, the Annual General Meeting shall have regard to the recommendations of the Board of Directors and to the annual balance sheet of the previous financial year presented to the meeting.
(b) It shall be legitimate for the Annual General Meeting to fix the level of annual subscriptions to be paid by members by reference to the number of places of business from which the member conducts business and if it should elect to do so the meeting may determine that where a member operates more than one place of business in New Zealand that that member shall pay an annual subscription equivalent to a full membership subscription for every such place of business operated by that member.
(c) Every allied member shall pay such annual subscriptions as shall be fixed from time to time by the Board of Directors.
(d) The annual subscription and any charges or levies on members made pursuant to Rule 13 hereof shall be paid within 30 days of the date of the invoice. Subscriptions, charges and levies remaining unpaid thereafter shall be increased by 10%. Notice of such increase given to a member shall be deemed to be a notice of default for purpose of Rule 10(b)(ii) hereof and a failure to pay such increased invoice within a period of one month will have the consequence that membership can be terminated immediately thereafter by a notice in writing sent to the member at the member’s last known address.  

Approved locations, branch locations and approved salespersons

12A(1) TAANZ members who advertise themselves or otherwise hold themselves out to members of the public as having an office, employee or agent based at a location or in a district which is different from any such TAANZ member’s approved location, or who or which is capable of servicing the general or specific travel needs of members of the public at locations other than the TAANZ member’s approved location, or in that other district (or permit the making of such advertisements or such other actions as above referred to on behalf of any such TAANZ member) must establish an office at the location or in that district which must meet the criteria laid down by TAANZ from time to time for such branch locations. Where applicable, the TAANZ member must pay such additional subscriptions as may from time to time be fixed for such branch location. This provision does not preclude a TAANZ member whose approved location is situated in one district from utilising the services of a salesperson either as an employee or as an independent contractor to service clients and potential clients of the TAANZ member who live or work in a district either within or outside the district in which the TAANZ member’s approved location is situated provided that the following conditions are met:
(a) Neither the TAANZ member nor the salesperson promotes or advertises himself, herself or otherwise holds himself or herself out to the members of the public as residing or having an office or base in that district from which the salesperson or his/her employer is capable of servicing the general or specific travel needs of members of the public at that location or in that district; and
(b) The salesperson does not issue the travel documentation which is to be issued for the travel arranged through the activities of the salesperson, such travel documentation is to be issued at the TAANZ member’s approved location; and
(c) The salesperson does not receive the purchase price, or any part thereof, for travel sold which shall be payable directly to the TAANZ member represented by the salesperson. The salesperson may not collect or facilitate payment of such purchase price or any part thereof unless payment is made directly to the TAANZ member by crossed cheque or by credit card directly to the credit of the TAANZ member’s bank account.
(d) Any advertising, signage, notice board or notification of any kind whatsoever arranged by or for the salesperson shall clearly display the name and address of the approved TAANZ member for whom the salesperson is providing services.
(e) No part of any remuneration received by the salesperson from the TAANZ member payable for services rendered to the TAANZ member in relation to international air travel shall be comprised of commission, as the same is defined in the Civil Aviation (Passenger Agent’s Commission Regime) Notice 1983, received by or payable to the TAANZ member.

12A(2) (a) Every TAANZ member operating out of an approved location who or which desires to employ or contract a salesperson or persons as described in this rule shall, prior to employing or contracting any such person, submit full details of any such person to the TAANZ Secretariat under the Annual review process, for the approval of TAANZ. Upon the granting of approval by TAANZ, the name of such salesperson shall be entered upon a roll to be prepared and held by TAANZ. No person shall act as a salesperson in terms of this rule or otherwise howsoever unless such person’s name is entered on the said roll.
(b) A salesperson employed by or under contract to a TAANZ member in terms of this rule may not be employed by or contracted to more than one TAANZ member at any one time. Such member shall pay to TAANZ in respect of such sales-person an annual fee and entrance fee. 

Explanation

(a) a prohibition on the salesperson/travel consultant holding him or himself out as having an office or base in the district in which he or she operates;
(b) prohibits the salesperson/travel consultant from issuing travel documentation;
(c) prohibits the salesperson/travel consultant from handling the money;
(d) requires every such salesperson/travel consultant to be registered with TAANZ meeting certain standards and qualifications.
(e) obliges each approved agent operating out of an approved location who employs a salesperson or travel consultant to pay an annual fee and entrance fee as approved by members.
(f) all advertising, business cards and promotion must clearly show the name of the approved location employing the said salesperson/travel consultant.
(g) to protect the consumer under the TAANZ Bonding Scheme.

Important

Consumers will not be covered by the TAANZ bonding scheme if they deal with salespersons, either employed or operating as independent contractors, who have not been registered as “approved salespersons” and entered into the TAANZ register.Unregistered salespersons will be regarded in the same way as non approved locations and treated as third party transactions. 

Levies

13 The Association in general meeting at any time may determine by resolution passed by a two-thirds majority of all voting members present and entitled to vote at a meeting of the Association duly convened, to make levies on members or any class of members. The notice convening the meeting shall set out the proposal to make the levy and the amount thereof. Upon the passing of the said resolution a notice of the levy shall be served upon the members affected thereby who shall become liable therefore after the expiration of fourteen days from the date of service.

General Meetings

14 A general meeting, to be called the annual general meeting, shall be held once in every year, within six months after the end of the Association's financial year, at such time and place as may be determined by the board of directors. 

15 A special general meeting may be convened in New Zealand at any time by the board of directors, and shall be convened by the board upon requisition of ten members, which requisition shall set out the resolutions proposed to be moved thereat. If pursuant to such resolutions the board shall fail within one month to convene a general meeting, it shall be competent for seven or more of the requisitionists to convene the meeting.

16 Not less than fourteen days’ notice of any general meeting specifying the day, hour and place of the meeting, and, in cases of special business, the general nature of such business, shall be given as provided by these rules to all members entitled to vote, but the accidental omission to give such notice or the non-receipt thereof by any member shall not invalidate the proceedings of any such meeting. 

17 Thirty members personally present shall constitute a quorum for any general meeting; if any annual general meeting or any special general meeting convened by the board of directors other than pursuant to a requisition a quorum shall not be present within fifteen minutes of the time fixed for the meeting, the same shall be adjourned to such time and place as the chairman shall determine, and at such adjourned meeting the members present shall form a quorum; if at any general meeting convened pursuant to a requisition or by the requsitionists a quorum shall not be present within fifteen minutes after the time fixed for the meeting, the meeting shall be dissolved:

Proceedings at General Meetings

18 The president shall be entitled to take the chair at every general meeting at which he is present, but in his absence, or if he shall be unwilling to act, a vice-president or failing him the immediate past president shall be entitled to take the chair. If at any meeting neither the president nor a vice-president nor the immediate past president shall be present or willing to act, the members present shall choose another member of the board of directors to act as chairman and if no member of the board of directors is present, or if he declines to take the chair, then the members present shall choose one of their number to be chairman of that general meeting.  

19 Every question submitted to a meeting shall be decided in the first instance on a show of hands; and in the case of an equality of votes the chairman shall, both on a show of hands or on a poll, have a casting vote in addition to the vote or votes to which he is entitled as a member. 

20 The chairman or any three members present may demand a poll, and if a poll is demanded it shall be taken in such a manner as the chairman may direct. 

21 The demand of a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Votes of Members

22      (a) At a general meeting full members shall be entitled to the number of votes calculated in accordance with the following formula.
(i) Each member shall be entitled to one vote as of right.
(ii) If a member has more than one approved location from which the member conducts business, and in relation to which the member pays additional fees, that member shall be entitled to one additional vote for each of the first five of those additional locations and thereafter to one additional vote for every three such locations.

EXPLANATORY NOTE:

(a) Accordingly it is intended that if a member has, for example, two locations that member shall have two votes, if a member has four locations that member shall have four votes, if a member has six locations that member shall have six votes, if a member has seven or eight locations that member continues to have six votes, if a member has nine locations that member shall have seven votes, if a member has twelve locations that member shall have eight votes and so on.
(b) Membership subscriptions must be paid up-to-date for the member to be eligible to vote at a General Meeting.
(c) A resolution on a matter normally decided at a General Meeting of members may be determined by means of a postal vote if, in the absolute discretion of the Board of Directors, any such matter should be determined by means of a postal vote. Any such postal vote shall be taken in such manner as the Board of Directors shall direct and the result of such postal vote shall have the same effect as a vote of members passed at General Meeting of the Association. The provisions of Rule 15 relating to the calling of general meetings on the requisition of ten members of the Association shall not apply to this Rule.

Where a postal vote is directed by the Board pursuant to this Rule, any motion shall be carried by a simple majority of votes cast pursuant to the postal ballot, except that the majority required by Rule 45 will apply in respect of the postal ballot on a motion to amend these Rules.

23 At any general meeting of the Association votes may be cast either personally or by proxy provided however that where a vote is to be cast by proxy the instrument appointing the proxy must be deposited with the Association at its registered office at least 48 hours before the time appointed for the meeting. Companies or firms who are members of the Association may be represented at general meetings by a person who has been authorised by the company or firm to represent it at such meeting. Any person with the appropriate authority to represent a company or firm which is a member of the Association may vote at any general meeting of the Association on behalf of that member company or member firm. To be eligible to be appointed as a proxy a person must be either a member of the Association or a person who is authorised by a company or firm which is a member of the Association to represent such company or firm at the meeting.

The Board of Directors

24 The management of the affairs of the Association shall be vested in aBoard of Directors, which shall comprise:
(a) A President who shall be elected by the board from the elected members of the Board;
(b) A Vice President who shall be elected by the Board from the elected members of the Board;
(c) Not more than six (6) members of the Association (which expression where used in this Rule shall be deemed to extend to and include persons appointed to represent a Corporation which is a member of the Association) all of whom shall be elected at an Annual General Meeting of the Association. Board members shall be elected for and shall hold office (subject to Rule 28 hereof) for a term of two (2) years. Each year, one of the members so elected shall be elected by the board to be the President of the Association and one of the members so elected shall be elected by the Board to be a Vice President of the Association.
(d) The Immediate Past President of the Association shall be an ex officio member of the Board of Directors. 

25 At the Annual General Meeting in every year all members of the Board of Directors who have served a term of two (2) years shall retire from office but every such member shall be eligible for re-election.

26 (a) Nominations for members of the Board of Directors to replace those members who have resigned or become ineligible to hold office pursuant to Rule 28 hereof, or, who have served a term of two (2) years and who are required to retire pursuant to Rule 25(i) hereof, shall be signed by at least two members and deposited at the registered office of the Association not less than 20 days before the date fixed for the Annual General Meeting. In the event of the number of nominations exceeding the appropriate vacancies, an election shall be held at the Annual General Meeting.
(b) The Board of Directors shall include in the Notice of the Annual General Meeting to be given to members, the names of those nominated for the position of a member of the Board of Directors.
(c) If an election is necessary for the position of a member of the Board of Directors that election will take place at the Annual General Meeting.
(d) In the event of there being an equality of votes for candidates for the position of a member of the Board of Directors, the Chairman of the Annual General Meeting shall have the casting vote.
(e) In the event of there being less nominations for membership of the Board of Directors than there are vacancies then additional nominations shall be accepted from the floor of the meeting and if as a result of these additional nominations from the floor of the meeting there are more candidates nominated than positions which are required to be filled, an election shall take place. 

27 The Board of Directors so elected as aforesaid shall have power to co-opt to it’s number not more than three members of the Association (which expression where used in this Rule shall be deemed to extend to and include persons appointed to represent a Corporation which is a member of the Association) and such co-opted members shall be entitled to receive notice of and to attend all meetings of the Board of Directors and to take part in the discussions and proceedings of the Board of Directors and to exercise a vote thereat.” 

28 The office of a member of the Board of Directors shall be vacated if such member of the Board by notice in writing resigns office, or if such member of the Board has his membership terminated pursuant to the provisions and powers of Rule 36 hereof, or, if the Corporation member which appointed the member of the Board to represent the Corporation pursuant to Rule 8 hereof has it’s membership terminated pursuant to the provisions and powers of Rule 36 hereof. 

29 A member of the board of directors may, with the approval of the board, appoint any person to be an alternate or substitute member of the board of directors, and such appointment shall have effect, and such appointee whilst he holds office as an alternate shall be entitled to notice of meetings and to attend and vote thereat, but he shall ipso facto vacate office if and when the appointer vacates or ceases to hold office as a member of the board of directors or removes the appointee from office, and any appointment and removal shall be made in writing.

Proceedings of Board of Directors

30 “The board of directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business. Until such quorum has been decided four members of the board shall be a quorum.”

31 At all meetings of the board the president, or failing him, vice-president, or failing them, the immediate past president, shall be entitled to take the chair. In the absence of the president, vice-presidents and immediate past president the remaining members of the board shall elect a chairman. 

32 Questions arising at any meeting of the board of directors shall be decided by a majority of votes, each member present being entitled to one vote, and the chairman of the board shall have a casting vote in the event of equality of votes. 

33 The board of directors shall cause minutes to be made in books provided for the purpose of all resolutions and proceedings of general meetings and of meetings of the board. Any such minutes, if signed by any person purporting to be the chairman of the meeting to which they relate or at which they are read, shall be received as conclusive evidence of the facts therein stated. 

34 A resolution in writing signed by all the members of the board of directors shall be as valid and effectual in all respects as if it had been passed at a meeting of the board duly convened.

Powers of Board of Directors

35 Without in any way restricting the generality of the powers conferred by these rules on the board of directors, the board may from time to time:
(a) Appoint and remove employees, and fix their salaries.
(b) Appoint any person or persons to hold in trust for the Association any property, and execute and do all such deeds and things as may be requisite in relation thereto.
(c) Institute, conduct, defend, compound or abandon legal proceedings or arbitrations by or against the Association or its officers or otherwise concerning the affairs of the Association.
(d) Determine who shall be entitled to sign or endorse on the Association’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and other documents.
(e) Make, amend, vary and rescind bylaws not inconsistent with these rules as they may deem necessary, expedient or convenient for the proper conduct or management of the Association.
(f) Fill any casual vacancy occurring on the board provided however that if the office of president or vice-presidents shall become vacant the board shall proceed within one month to fill such vacancy.
(g) Invest the funds of the Association in such a manner as it may in its absolute discretion think fit.
(h) Appoint a person or persons to be the bonding authority of the Association and to fix the remuneration payable to such person or persons.
(i) To accumulate reserves and to make suitable arrangements by way of insurance or otherwise with any insurance or other company or firm to ensure that the public are reasonably protected against the default of any member. Provided however that notwithstanding anything herein before contained the board of directors and any agent or delegate of the board are hereby expressly prohibited from pledging the credit of all or any of the members of the Association, and all claims, whether in respect of contracts or otherwise, shall be satisfied solely from the funds of the Association.(j) To impose a fine of up to $1,000 or such greater sum as shall be approved by the Annual General Meeting from time to time on any member who fails to submit his annual accounts to the Bonding Authority within four months of his annual balance date. Such power shall be exercisable in addition to the disciplinary powers set out in rule 36 of these rules.(k) To impose a fine of up to $1,000 or such greater sum as shall be approved by the Annual General Meeting from time to time on any member who fails to submit his application to the executive director for approval to have a branch travel location within one month of opening such branch travel location.(l) To impose a fine of up to $1,000 or such greater sum as shall be approved by the Annual General Meeting from time to time on any member who fails to satisfactorily and timeously respond to written requests from the Bonding Authority for the provision of further information relevant to the Bonding requirements of such a member. In reaching its decision to impose a fine on any member under this provision and in determining the amount of the fine theBoard shall take into account the facts relevant to the failure as presented to it by the Bonding Authority. The decision of the Board shall be final and binding on the member. The power to impose a fine under this provision shall be in addition to the power to impose a fine under Rule 35(j) hereof and in addition to the powers to terminate membership pursuant to Rule 10(b)(vii) hereof. 

Disciplinary Powers

36 (a) Powers of Association

If a member contravenes any of the provisions of the rules including the code of ethics, the Association has power to exercise disciplinary measures over that member in the manner set out in this rule.

(b) Complaints to be in writing

No complaint shall be considered unless it is made by the complainant in writing and delivered to the Chief Executive of the Association. Any letter of complaint shall be a privileged document for the use of the Chief Executive and the board of directors and no member shall be permitted to use it in any civil action. No complaint shall lapse under any circumstances or be considered withdrawn until such time as the investigation sub-committee has dismissed the complaint or preferred charges to the judicial committee.

(c) Investigation sub-committee

Upon receipt of any written complaint the Chief Executive shall refer the complaint to an investigation sub-committee to be appointed by the board of directors, which shall consist of not less than two members nor more than three members of the board and at the same time shall refer the substance of the complaint to the member concerned and request his written comments to be submitted within a reasonable specified time. The investigation sub-committee shall, upon receipt of the written comments or the expiration of the specified time (whichever is the sooner), consider the complaint and the member’s written comments and decide whether the complaint warrants further investigation: should it so decide it shall frame charges of alleged breaches of specified rules or of the code of ethics and lay such charges against the member in writing with the Chief Executive: should the sub-committee decide no further investigation is warranted it shall report accordingly to the Chief Executive and to the member.

(d) Judicial sub-committee

Upon receipt by the Chief Executive of any written charges by the investigation sub-committee, the Chief Executive shall refer the charges for hearing before a judicial sub-committee to be appointed by the board of directors and to consist of not less than two directors which shall not consist of any members who have been members of the investigation sub-committee. The judicial sub-committee shall convene a formal hearing and shall give the member concerned not less than fourteen days’ notice of the date, place and time of the hearing, together with full details of the charges laid. At the hearing the member concerned may be heard in defence of the charges, either in person or in writing, and he shall be entitled to representation at the hearing by an advocate who shall be another member. Evidence from either side may be heard by the judicial sub-committee who may require any member or invite any other person to appear before it and who may appoint counsel to advise or assist it or the member. The whole of the evidence shall be recorded either in writing or otherwise, and the judicial sub-committee shall be entitled to receive evidence by way of affidavit, deposition or declaration even though such evidence may not be admissable in a court of law.

(e) Powers of judicial sub-committee

Should the judicial sub-committee decide that a contravention of the rules or code of ethics has been proved, it shall have the power to impose all or any one or more of the following penalties in respect of each such contravention:
(a) Caution the member.
(b) Reprimand the member.
(c) Impose a fine not exceeding $20,000 on each breach and recover any such fine by action at law or otherwise.
(d) Suspend the member for such a period as the sub-committee thinks fit.
(e) Expel the member.
(f) Order the member to pay costs and expenses of the investigation or hearing or such proportion thereof as it thinks fit.

(f) Right of appeal to board of directors

Every member who has had a penalty imposed against him by the judicial sub-committee may, within fourteen days of being notified of such a decision, appeal to the board of directors against the imposition of such penalty. Any such appeal shall be based entirely on the recorded evidence, without prejudice however to the right of the board, if in its uncontrolled discretion it so determines to receive new or further evidence and the appeal shall be held at a place and at a time designated by the board. At the time of making such appeal, the appellant shall lodge with the Chief Executive a fee which may at the discretion of the board, whether or not the appeal proceeds, be forfeited or be used to defray any costs of preparation for a hearing of the appeal.

(g) Power of board of directors upon appeal

(i) On appeal, the board may either:
(a) Quash the penalty, or
(b) Confirm the penalty already imposed, or
(c) Direct the judicial sub-committee to impose such a penalty as the board thinks fit.

OR (ii) In any event the board may award the costs and expenses of the investigation hearing and appeal or any portion thereof in favour of or against the appellant member as it may think fit.

(h) Right to publish penalties

The judicial sub-committee shall be entitled to publish in the TAANZ News and/or TAANZ Directory and Information Guide, and/or TAANZ Annual Report, notice of the expulsion or suspension of any member who shall be expelled or suspendedor subjected to any other penalty pursuant to the provisions of this rule, containing the name and address of such member, such particulars as the board may think proper of the offence for which the member was expelled or suspended or otherwise penalised.It shall also be the duty of the board to publish in a newspaper circulating in the district in which the member carries on business, notice of the expulsion or suspension of any member who may be expelled or suspended. The member concerned shall have no right of action against the board by reason of such publication.

(i) Report of hearing to be filed

Not less than fourteen days nor more than twenty-eight days after reaching a decision under this rule the judicial sub-committee or the board shall deliver to the Chief Executive a full report of the charges, the hearing and the penalty imposed upon any member.The executive director shall keep a register of all disciplinary actions. 

Indemnity

37 Every member of the board of directors, the Chief Executive and other officer or servant of the Association shall be indemnified by the Association against, and it shall be the duty of the board of directors, out of the funds of the Association, to pay all costs, losses and expenses which any such member of the board of directors, Chief Executive, officer or servant may incur or become liable to be reason of any contract entered into, or act or thing done by him as such memberof the board of directors, Chief Executive, officer or servant, in any wayin the discharge of his duties under authority of the Association.

Accounts 

38 The board of directors shall cause accounts to be kept of the assets and liabilities, income and expenditure of the Association, and the books of the account shall be kept at such places as the board of directors shall think fit.

39 The board of directors shall cause to be prepared and laid before every annual general meeting, a statement of the financial affairs of the Association and of its income and expenditure for the preceding financial year and a report thereon. Such account shall be made up as at the end of the Association’s financial year which shall be the 31st of May. 

40 Once at least in every year, the accounts of the Association shall be examined and the correctness of the accounts, income and expenditure shall be ascertained by an auditor, who shall certify to the correctness thereof and may make such report to the members thereon as he thinks proper. 

41 The auditor shall be appointed by the annual general meeting.

42 All monies received by the Association shall be paid to the bankers of the Association. Such bankers shall be appointed by the board of directors. 

Borrowing Powers

43 The board of directors may from time to time borrow for the purposes of the Association from any persons, firms or corporations any sum or sums of money without security or upon the security of all or any of the Association’s property (real or personal) and to execute legal or equitable mortgages or charges, or by the issue of bonds or debentures or debenture stock; and any such bonds or debentures or debenture stock may be issued on terms that the amount to be secured may be paid up by instalments, and may be paid off by periodical or other drawings, and generally upon such terms and conditions as to rate of interest or otherwise as the board of directors may think fit; and the board may also borrow money from the Association’s bankers on overdraft or otherwise, with or without security.

Limitation on Personal Benefit to Members

43A Any income, benefit or advantage received by the Association shall be applied in and towards the proper management of the Association with a view to achieving one or more of the objects of the Association.

No member of the Association or any person associated with a member shall participate in or materially influence any decision made by the Association in respect of the payment to or on behalf of that member or associated person of any income benefit or advantage whatsoever. Any income paid to a member or associated person shall be reasonable and relate to that which would be paid in an arms length transaction.

The Seal

44 The Board of Directors shall provide for the safe custody of the Seal of the Association which shall be used only by and with the authority of the Board of Directors, and every instrument to which the Seal is affixed shall be signed by the Chief Executive or a Director of the Association and shall be countersigned by a second Director of the Association or by some other person appointed by the Directors for this purpose.

Amendment of Rules

45 These Rules may be altered or added to or rescinded in whole or in part by a resolution passed by a three-fourths majority of votes cast at a general meeting of the Association, provided that notice of intention to propose any such alteration, addition or rescission shall have been given in the notice convening the meeting. This rule shall apply where the Board directs a postal vote pursuant to Rule 22 hereof.No addition to or alteration of the not for profit aims, personal benefit rule or the winding up rule shall be approved without referring the same to the Inland Revenue Department. The Inland Revenue Department is to be given notice of any change, addition or alteration to the following rules:
i) the rules which specify the not for profit aims of the Association,
ii) the rules which deal with personal benefit to members;
iii) the rules which deal with the winding up of the Association;
iv) this rule relating to the Amendment of Rules.” 

Notices

46 A notice may be served by the Association upon any member either personally or by posting it in a prepaid letter addressed to such a member at his registered address. 

47 Any notice if served by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted, and in proving such service it shall be sufficient to provide that the notice was properly addressed and posted. 

48 No member who shall have omitted to give his address for registration shall be entitled to receive any notice from the Association.

Dissolution

49 The Association in general meeting may determine to dissolve the Association by resolution passed by a majority of members present at a meeting of the Association. The notice convening the meeting shall set out the proposal to dissolve the Association. The resolution to dissolve the Association shall be confirmed at a subsequent general meeting duly convened for that purpose and held not earlier than thirty days after the date on which the resolution so to be confirmed was passed. Following such meeting the Association shall be deemed to be dissolved. If upon the dissolution of the Association there remains after the satisfaction of all its debts and liabilities, any property, the same shall be distributed among those persons, bodies or institutions whom the board of directors as constituted immediately prior to the passing of the said resolution shall direct but in no event shall any of the said property be distributed in any manner or form amongst any person or persons who were members of the Association at the date upon which the said resolution for dissolution was passed.

Interpretation

Words importing the singular include the plural, and vice versa; words importing the masculine gender include the feminine gender; words importing persons include corporations.