MEMBERSHIP
Membership Rules
The Divisional Board of the Association of Finance Brokers (“AFB”) may from time to time and with the agreement of the Association of Independent Financial Advisers (“AIFA”) Council make such rules as they may deem necessary or expedient for the proper conduct and management of AFB and for the purposes of prescribing conditions of membership and associateship (“Membership Rules”).
These are the Membership Rules adopted by the Divisional Board of AFB (“Divisional Board”) with the approval of the AIFA Council.
AFB is a division of and owned by AIFA. Membership of AFB does not confer the liabilities or rights of membership of AIFA and vice versa.
Membership
Membership shall be open to all secured finance brokers who are not employed by a lender to advise exclusively on the products of that lender and to all secured finance advisory firms of whatever status other than those holding an executive position within a lender firm or who would, in the opinion of the Divisional Board be subject to a conflict of interest if they were permitted to become members. All applications for membership of AFB shall be made in writing in such form as the Divisional Board shall from time to time prescribe and shall be accompanied by such application fee as may be required by the Divisional Board from time to time. Applicants shall provide the Divisional Board with such information as the Divisional Board shall require in order to consider the application. Each member must be FSA authorised and be a broker with agencies with at least two FISA lenders.
Persons admitted to membership of AFB shall be divided into the following categories:
individual firms and firms with between one and ten secured lending staff (small firms); or
firms with between eleven and fifty secured lending staff (medium firms); or
firms with more than fifty-one and up to ninety-nine secured lending staff (large firms); or
firms with one hundred or more secured lending staff (extra large firms).
The Divisional Board may change the category of a member if they are of the opinion that it is appropriate. These bands will be reviewed annually or as deemed fit by the Divisional Board.
Each member shall pay by way of entrance fee and annual subscription such amounts (if any) as may be determined from time to time by the Divisional Board in respect of each member and the Divisional Board shall be entitled in its absolute discretion to charge different amounts by way of entrance fees or subscriptions to different members. A member is not under any financial liability except for payment of the entrance fee and annual subscription.
The Divisional Board shall from time to time determine the times and manner for payment of subscriptions.
Unless otherwise determined by the Divisional Board applicants for membership shall pay their entrance fee and their annual subscription (if any) on election and they shall not become members until such entrance fee and their annual subscription (if any) have been paid.
If any member shall fail to pay any subscription within 21 days after being finally requested to do so, such person shall pending payment stand suspended from all rights and privileges of membership.
Members of AFB are entitled to use the AFB logo save that AFB shall be entitled to prevent the use of the name or logo of AFB by any member or impose conditions or regulations on the use of the name or logo of AFB on any member at any time and this power may be exercised by the Divisional Board with the agreement of the AIFA Council.
It shall be the duty of every member on request to give such relevant information as the Divisional Board may from time to time require in connection with that member’s business.
Membership of AFB shall not be transferable and shall cease:-
at the expiration of not less than 3 months’ notice in writing of resignation from membership given by a member to AFB. Any such notice once given may not be withdrawn without consent of the Director General of AIFA or the Chairman for the time being; or
where a Member’s subscription shall not have been paid within 3 months of the renewal date for which the subscription is due and the Divisional Board does not otherwise decide before the expiration of such period;
on the death of a member or upon a member being wound up or dissolved; or
where the Divisional Board resolves to terminate a person’s membership as it considers that the member has breached these Membership Rules or that the actual anticipated or proposed conduct of the member has or could bring the name of AFB into disrepute or otherwise damage its interests or that the member concerned ceases to be qualified to hold such membership provided that the member or associate concerned has been given an opportunity to speak on his own behalf to the Divisional Board; or
on AFB being wound up or dissolved.
Associates
The Divisional Board may admit persons interested in the provision of finance, broking or intermediation but not qualified to be members to be associates of AFB provided that such persons shall not by virtue of being associates be members of AFB and that their rights (if any) shall not include a right to vote in elections.
Affiliates
The Divisional Board may admit persons interested in the provision of services to the finance broking community to be affiliates of AFB provided that such persons shall not by virtue of being affiliates be members of AFB and that their rights (if any) shall not include a right to vote in elections.
Divisional Board
The members of the Divisional Board shall be as follows:-
Two persons representing small firms shall be elected by a ballot of small firm members;
Two persons representing medium firms shall be elected by a ballot of medium firm members;
Two persons representing large firms shall be elected by a ballot of large firm members;
Two persons representing extra large firms shall be elected by a ballot of extra-large firm members;
up to three co-opted persons;
the Director General of AIFA; and
the Chairman of AIFA, who shall act as chairman of the Divisional Board.
No person who is not a member of AFB and does not hold office or employment in a member shall in any circumstances be eligible to hold office as a member of the Divisional Board save as a co-opted member or as Director General or Chairman of AIFA.
The Divisional Board may subject to the approval of the Council from time to time and at any time appoint any person as a member of the Board to fill a casual vacancy. Any person so appointed (other than co-opted members and the Director General and Chairman of AIFA) shall retain his office only until the next election to the Divisional Board or for such shorter period as the Divisional Board may determine, but, if holding office at the next election to the Divisional Board, he shall, unless otherwise determined by the Divisional Board, then be eligible for re-election and such period of office shall not count for the purposes of any maximum period for which office may be held.
The office of a member of the Divisional Board shall be vacated:-
if he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
if he is, or may be, suffering from mental disorder and either -
he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or
an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
if, being a member, he ceases to be a member of AFB; or
if he ceases to hold office or be employed in the corporation, firm or organisation of which he was an office holder or employee at the time of his appointment; or
if he resigns his office by notice in writing to AFB.
Election of the Divisional Board
Elections of members of the Divisional Board shall be held annually and the first election shall be held on or about the first anniversary of the formation of AFB. One third, or the number closest to one third, of the members of the Divisional Board for the time being (other than co-opted members and the Director General of AIFA) shall retire at each election of members of the Divisional Board, and the members of the Divisional Board to retire in every year shall be those who have been longest in office since their last election but as between persons who became members of the Divisional Board on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring member of the Divisional Board shall be eligible for re-election.
In elections to the Divisional Board each member shall have one vote.
AFB shall not less than 2 months before the election of members of the Divisional Board issue (in writing or by e-mail or by publication of a notice in trade publication or otherwise as the Divisional Board may decide) a notice of the vacancies in the Divisional Board seeking nominations for election. If there are not vacancies representing all categories of members AFB may publicise the notice of the vacancies only to those categories of members entitled to vote in the elections. The notification of the vacancies may, if the Divisional Board so decides, be accompanied by nomination papers in a form approved by the Divisional Board. Members shall be given not less than 1 month to return nominations.
Nominees must be members of AFB in good standing and in the membership category that the appointment to the Divisional Board is to represent. Nominations must be supported by not less than 2 members of AFB in good standing from the relevant category.
The postal ballots for the election of members of Divisional Board shall be conducted in such manner as the Divisional Board may from time to time direct and until the Divisional Board shall otherwise direct:-
ballot papers shall be circulated to all members entitled to vote at least 14 days before the date when all ballot papers must be duly completed and returned to AFB;
the ballot papers shall be counted and tabulated by the auditors or any other returning officer appointed by the Divisional Board;
the result of the ballot shall be announced on such date and in such manner as the Divisional Board shall decide and elected members shall take office at the time of such announcement or such other time as the Divisional Board may decide; and
in the event of 2 or more nominated candidates receiving the same number of votes, the Chairman of the Divisional Board shall have a casting vote to determine which of such candidates shall be elected.
Members of the Divisional Board are not permitted to appoint alternate members of the Divisional Board.
Interpretation
Any reference in the Membership Rules to a statutory or regulatory provision shall include any subordinate legislation or provision from time to time made under that provision and shall be construed as a reference to that provision as from time to time modified or re-enacted.
Words importing the singular number only shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include firms and corporations.
In the event of any dispute or disagreement as to the interpretation of these Membership Rules or as to any question or right arising from or related to them the decision of the Divisional Board shall be final and binding upon all persons.