GFIA Constitution

The name of the association is the ‘Gibraltar Funds & Investments Association’ (hereafter referred to as ‘GFIA’ and/or the ‘Association’).

2. OBJECTIVES

The objectives of the Association are:

a) To establish a recognised medium for communication between the Association and:

i) Government and public Authorities of Gibraltar relating to Financial Services including the Financial Services Commission.

ii) Other professional bodies with related interests.

iii) Any other authority or body as may be expedient.

b) To encourage and promote the continuing education of members (hereafter referred to as ‘Members’), (amongst other) by providing training and guest speakers on current and suggested programmes

c) To co-ordinate activity on promotion of Gibraltar as a fund, stockbroking and investment services centre.

d) Promote adherence by the Members to the principles of investor protection, corporate governance, compliance and professionalism in their investment and fund activities.

e) To encourage an exchange of information and to provide a channel of communication with the relevant authorities in Gibraltar, the United Kingdom and elsewhere, in order to achieve common goals.

f) To provide a forum for discussion on matters of mutual interest to the Members and to provide a medium for expression of professional opinion, in particular as regards to regulatory and legislative matters.

g) To provide a means for Members of the Association to maintain contact with each other, both at a professional and social level.

h) Promote cooperation, collegiality and respect between the Members.

3. MEMBERSHIP

Applications shall be submitted in writing to the Secretary.

Membership

Those eligible for membership are all of whom support the objectives of the Association and are either a) persons or firms authorized by the FSC (Financial Services Commission) to carry out investment services including those authorised to act as directors of EIF’s and other funds, or b) persons or firms who are professionally active in the Gibraltar investment or funds industry, or c) funds that are under the supervision of the FSC.

A register of Members shall be maintained by the Secretary.

Annual Membership Fee

Each Member shall pay an annual membership fee (hereafter referred to as the ‘Annual Membership Fee’) that shall be determined by the Committee from time to time and shall be ratified by the Members at the Annual General Meeting.

Cessation of Membership

Members who wish to resign should inform the Secretary of their decision in writing.

Members who have not paid the current year’s Annual Membership Fee by the date of the Annual General Meeting will automatically cease to be a Member of the Association subject to the discretion of the Committee.

Exclusion and Suspension

The Committee can exclude or suspend a Member if they consider the situation warrants it.

4. VOTING RIGHTS

Each Member shall be eligible to nominate in writing one individual, together with a named alternative, as their representative with power to vote on their behalf. Changes to a named representative or alternate must be made in writing to the Secretary.

At any meeting at which a vote is called for each fully paid Member present shall be entitled to one vote. In the event of equality of voting, the Chairman of the meeting shall have the casting vote.

Voting by proxy is permitted. Members wishing to vote by proxy shall give seven days notice in writing or by electronic communication (email, facsimile, etc.) to the Secretary of their intention to do so and shall inform the Secretary which Member they will represent.

5. FINANCIAL YEAR

The financial year shall end on 31 December.

6. AUDITOR

The members at each Annual General Meeting of the Association shall appoint an Auditor for the next year. The Auditor shall audit the accounts of the Association as at the close of the financial year. The Auditor shall not be a member of the Committee.

7. ANNUAL MEMBERSHIP FEE

The Annual Membership Fee shall be payable on admission to membership and on the 1 January in each subsequent year.

8. BANK ACCOUNT

The Association shall maintain a bank account in Gibraltar.

The Committee will nominate at least three Committee Members as Authorised Signatories which shall include the Chairman and Treasurer.

9. ANNUAL GENERAL MEETING

The Annual General Meeting of the Association shall be held before the end of June in each year to transact the following business:

a) To receive the Chairman’s Report.

b) To receive the Treasurer’s Report and Audited Accounts for the past financial year.

c) To elect a Committee of between six and nine members, from which a Chairman, a Secretary and a Treasurer shall be chosen.

d) To transact any other business of which due notice has been given to the Secretary.

Twenty one days notice in writing or by electronic communication (email, facsimile, etc.) of the Annual General Meeting must be given.

Members standing for election to the Committee at the Annual General Meeting shall give fourteen days notice in writing or by electronic communication (email, facsimile, etc.) to the Secretary of their intention to do so. The Secretary shall inform the Members of those persons who are standing for election to the Committee.

Notice of business to be transacted under (d) above must be forwarded to the Secretary not later than seven days before the Annual General Meeting. No business shall be transacted unless a quorum of Members is present at the time when the meeting proceeds to business. For this purpose seven Members shall constitute a quorum.

10. GENERAL MEETINGS

In addition to the Annual General Meeting, other meetings may be held during the year at dates to be selected by the Committee.

Each Member is entitled, in addition to its appointed representative, to nominate a maximum of two other persons to attend any General or Annual General Meeting of the Association as guests without voice (unless invited to speak by the Chairman of the meeting).

11. OFFICERS AND BUSINESS OF THE COMMITTEE

The officers of the Association shall consist of a Chairman, a Secretary, a Treasurer and between three and six Committee Members (hereafter referred to as the ‘Officers’ and/or an ‘Officer’). Any Officer shall be entitled to act as Chairman of a meeting in the absence and with the authority of the Chairman.

If a casual vacancy arises for the post of Chairman, Secretary, Treasurer or Committee Member, the election of the new Member(s) shall be made at a General Meeting.

The Officers of the Association may appoint an additional office bearer, such as Deputy Chairman or Deputy Treasurer on an ad hoc or permanent basis.

The Officers of the Association shall have the powers to do all such things and incur expenditure as may be necessary for the day to day running of the Association.

The Committee Members may make the decision to co-opt a Member to the Committee from time to time. Co-opting a Member to the Committee does not require a vote from the Members. A Member cannot, however, be co-opted to the Committee should there be a representative from his sector on the Committee. Members co-opted to the Committee have a right to attend and speak at Committee meetings, however, such co-opted Members do not have a right to vote at the

Committee meetings

Officers must be Members of the Association to sit on the Committee. Any Officer who ceases to become a Member of the Association shall vacate their position on the Committee and shall no longer be an Officer.

The Chairman shall only be permitted to be the Chairman for two consecutive years after which they are not permitted to be the Chairman for a period of two years.

Within thirty days of the Annual General Meeting that Officers shall agree upon a mandate for the Chairman for the period from his appointment to the next Annual General Meeting (hereafter referred to as the ‘Chairman’s Mandate’). The Chairman’s Mandate shall set out the matters of business for the Chairman for his year of office. The Chairman’s Mandate shall be communicated to the Members of the Association within thirty days of the Annual General Meeting.

The Committee shall have the discretion to delegate functions of the Treasurer and the Secretary to an Executive Coordinator.

12. AMENDMENTS TO THE CONSTITUTION

No additions to or alterations of this Constitution shall be made other than at an Annual General Meeting or at a General Meeting called for that purpose.

Any Members wishing to propose such alterations or additions must send the proposal duly seconded in writing to the Secretary. The Secretary shall, if possible bring the proposal before the next Annual General Meeting, or, if he thinks it desirable, may, with the consent of the Committee, convene a General Meeting.

13. SUB-COMMITTEES

The Chairman, after consultation with the Committee, shall have power to appoint Members to serve on Sub-Committees and to fix their terms of reference. These will include Sub-Committees on Technical and Legislative matters, Marketing, and Training. Such Sub-Committees will not have powers to act independently and will be limited to making recommendations to the Committee.

Each Sub-Committee shall have appointed a Chairman, and may appoint, a Deputy Chairman and a Secretary. The Chairman shall be a member of the Committee and hold office for one year. The Deputy Chairman and the Secretary shall be such members of the Association as the particular Sub-Committee members may deem appropriate and they shall hold office for one year.

The Sub-Committees shall be free to set their own rules as to ordinary membership of it, provided always that ordinary members be members of the Association.

The Chairman of the Association shall not be permitted to be the Chairman of the Sub-Committees.

14. INTERPRETATION

In the event of any dispute, the Committee shall be empowered to interpret the meaning of this Constitution.