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INFINZ Special General Meeting May 1 2019

THE INSTITUTE OF FINANCE PROFESSIONALS NEW ZEALAND INC - SPECIAL GENERAL MEETING 1 MAY 2019

To be held at the offices of Chapman Tripp, ANZ Centre, 23 Albert Street, Auckland from 5.00pm.

An SGM has been called for 1 May to consider changes to the INFINZ constitution.

The Resolution being put to Members is as follows:

"That the Society's existing constitution be revoked and the proposed replacement constitution circulated to the Members be adopted as the Society's new constitution and that, except to the extent otherwise provided for in the new constitution, the adoption of the new constitution does not affect the validity of any subsisting appointment made or other thing done under the authority of the previous constitution."

Please find a copy of the proposed replacement constitution and a version marked-up to contrast with the current version ("Compare" doc).

The following provides an explanation for the changes being sought to the constitution.

Refreshments will be available from 5pm and at the conclusion of the meeting. The SGM itself will commence at 5.30pm.

To help with catering please register or email Iona on admin@infinz.com

For those who cannot attend, please submit a proxy.

NB: Whilst only Certified Members are entitled to vote at the meeting, non-Certified Members are also welcome to attend and network with the board and other senior members.

Kind regards
Iona Gibbs
Administration and Membership Manager



RATIONALE FOR CHANGES TO THE CONSTITUTION

The Constitution was last changed in 2015 principally to give effect to a change of the balance date from 31 March to 30 June and to reflect the bringing into force of the Financial Reporting Act 2013 which required INFINZ to change the format of its financial statements going forward.

The changes incorporated in the replacement constitution are principally to enhance the governance of INFINZ by establishing a more structured approach to board member succession.

At present all board members come up for re-election every two years. This could result in a significant loss of institutional knowledge should many members step-down or are un-elected.

It can also result in the Board being unable to co-opt sufficient new members in the intervening two year period to maintain a full complement of twelve voting members as only three such appointments can presently be made.

It is proposed that from this SGM each new Board member will be elected for a three year term.

At present there are no time limits on board member's tenure which is also not best practice.

It is proposed that going forward, newly elected board members can only be re-elected for a third three year term where the board approves that member being eligible for election for one further three year term and the members re-electing that person at the AGM. A cap of three terms (9 years) would apply.

The current board members would be subject to a maximum ten years on the board as some board members were appointed ahead of an annual meeting and the fact that the ninth annual meeting may be more than 9 years after the first annual meeting etc. (i.e. setting at 9 years could result in board members technically ceasing to be board members between annual meetings).

The Appendix provides a schedule of the proposed immediate term for existing Board Members to give effect to a three year election cycle.

The objective is to have approximately one-third of the board coming up for re-election at each year's AGM.


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