Constitution

The constitution of the Guernsey Investment & Funds Association (“GIFA” or the “Association”).

The constitution detailed below was adopted by the Members at a General Meeting held on 22 April 2024.

1. INTERPRETATION

1.	Annual Subscription	Such amount as determined by The Executive Committee from time to time in relation to each category of eligibility as specified in Schedule 1.
2.	Chair	The chair of the Association from time to time.
3.	Collective Investment Scheme	Shall have the meaning ascribed thereto in Schedule 1 of the POI Law.
4.	Connected Persons	Shall mean any of: An individual and one of their close family members (spouse, parent (including step-parent), child (including step-child), sibling, nephew/niece, aunt/uncle, cousin); An individual and the spouse of any of their close family members listed in sub-section (a); An individual and another person who is also an employee or director of the same firm as that individual; or An individual and another person who are in business together by way of partnership.
5.	Controlled Investment Business	Shall have the meaning ascribed to it in the POI Law and similar structures, whether established in Guernsey or elsewhere.
6.	Corporate Member	A Member who is not an individual person.
7.	Executive Committee	The Executive Committee from time to time of the Association elected in accordance with Rule 10.
8.	General Meeting	A meeting of the Members as required by Rule 9.
9.	Industry	The funds, investment management and stock broking industry and its associate service professionals such as lawyers, accountants and consultants.
10.	Ineligible	An individual who is: A minor; Disqualified under the Association’s constitution for a breach of duty Subject to a disqualification order under Part XXV of the Companies (Guernsey) Law, 2008; Subject to a disqualification order under section 67A of the Companies (Guernsey) Law, 1994; and A person who is disqualified, by reason of misconduct or unfitness, from acting as a director under the law of a district, territory or place outside Guernsey.
11.	Member	A member of the Association
12.	POI Law	The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, supplemented or replaced from time to time.
13.	Proxy	Includes a person appointed to act pursuant to the terms of a power of attorney.
14.	Register	The register of Members maintained by the Secretary.
15.	Secretary	The secretary of the Association from time to time.
16.	Treasurer	The treasurer of the Association from time to time.
17.	Vice Chair	The vice chair of the Association from time to time.

2. NAME & STATUS

(1) The name of the Association shall be the “Guernsey Investment & Funds Association” or such other name as the Executive Committee shall in its absolute discretion determine from time to time.
(2) The Association is an unincorporated association.

(3) The Association is a member of the Guernsey International Business Association (“GIBA”).

(4) The Association is registered as a Non-Profit Organisation.

3. OBJECTS

The objects of the Association are: –

(1) to represent the Industry generally and in discussions and negotiations with, and act as a channel of communication between, the Guernsey Financial Services Commission, departments and committees of the States of Guernsey, Guernsey Finance and other professional and business organisations established or operating in Guernsey;

(2) to provide a forum for mutual exchange of ideas between members with a view to promoting and/or protecting the Industry;

(3) generally to promote and enhance the reputation of the Industry within and without Guernsey; and

(4) to liaise from time to time with similar associations and regulatory bodies in other jurisdictions on matters of mutual and topical interest.

4. ELIGIBILITY FOR MEMBERSHIP

Provided always that the Executive Committee may, in its absolute discretion in any particular case extend or restrict eligibility for membership of the Association, only persons, partnerships or bodies corporate who fall within one or more of the categories of eligibility set out in Schedule 1 shall be eligible for membership of the Association. Any person applying for membership shall identify the category of eligibility that applies to them. Should any Member cease to fall within a category of eligibility the Executive Committee may, in their absolute discretion, reconsider the membership of such Member.

5. APPLICATIONS FOR MEMBERSHIP

(1) Applicants for membership of the Association shall apply to the Executive Committee in such manner as the Executive Committee shall prescribe from time to time.

(2) The Executive Committee may accept or reject applications for membership of the Association in its absolute discretion and shall not be obliged to disclose its reasons for any decision that it may make in relation to this Rule.

6. TERMINATION OF MEMBERSHIP

(1) A Member may cease to be a Member if they:
(a) terminates their Membership by giving notice in writing to the Secretary at any time;
(b) cease to comply with the requirements of Rule 4;
(c) fail to pay their Annual Subscription by the date of the Annual General Meeting immediately following the date due for payment; or
(d) if the Executive Committee, by resolution taken after having given a Member adequate notice and, if requested, a hearing, requires a Member to withdraw from membership of the Association for a breach by such Member of the spirit of the Association as embodied in its objects.

7. SUBSCRIPTIONS

Upon being admitted to Membership and thereafter on each following 1st day of January or within thirty days thereof, each Member shall pay an Annual Subscription of such amount as the Executive Committee shall from time to time determine.

8. MEMBERS’ REPRESENTATIVES AND PROXIES

(1) Each Corporate Member shall be entitled to nominate a representative and an alternative representative (each a “Representative”) who may attend any General Meeting and vote on behalf of such Corporate Member. Such representatives may be changed by advising the Secretary in writing from time to time.

(2) Each Member shall be entitled to appoint a proxy to attend any General Meeting and vote instead of that Member and such proxy need not be a Representative.

(3) The instrument nominating a Representative or a proxy shall be in writing under the hand of the Member or its duly authorised officer for such purpose.

(4) The instrument nominating a Representative or a proxy, and if the Chair so requires the authority under which it is signed on behalf of the Member, shall be tabled at the commencement of the General Meeting at which the person named in the instrument proposes to represent and/or vote and in default unless the Chair directs otherwise the appointment shall be treated as valid.

(5) The instrument nominating a Representative or a proxy may be in any form which the Executive Committee may approve and may include an instruction by the nominator to the representative or proxy either to vote for or against any resolution to be put to the Members. The instrument may be in the following form:

“I/We, [Name] of [Address] being a member of the Guernsey Investment & Funds Association, hereby appoint [Name of Representative/Proxy] of [Address] as my/ our [representative to speak in my/our name/s on my/our behalf] and [as my/our proxy to vote in my/our name/s and on my/our behalf] at the General Meeting of the Association to be held on [Date].

I / We wish my / our proxy to vote as follows: / to vote as he thinks fit or abstain from voting

Signed by ______________________________on ___________________________ “.

(6) A vote given in accordance with the terms of an instrument nominating a proxy shall be valid notwithstanding the previous death or disability of the principal or revocation of the instrument or of the authority under which the instrument was executed provided that no intimation in writing of such death disability or revocation shall have been received by the Secretary before the commencement of the meeting at which the instrument is used.

9. MEETINGS OF MEMBERS

(1) The Association’s year commences on 1st January and the Annual General Meeting of the Association shall be held annually within the first four months of each calendar year.

(2) At each Annual General Meeting there shall (a) be placed before the Members for their approval the financial statements of the Association for the previous calendar year and (b) there shall be held an election of the Executive Committee until the next Annual General Meeting.

(3) In addition to the Annual General Meeting the Executive Committee may convene a special General Meeting.

(4) The date, place, time and Agenda of each General Meeting will be determined by the Executive Committee and notice in writing shall be given to each Member not less than ten days before the date of the Meeting.

(5) At any General Meeting of the Association, a quorum for the transaction of business shall be formed when no less than one tenth of the number of Members on the Register who have paid their annual subscription are present or represented either by their nominated representative or their proxy. Each Member or their nominated representative or proxy shall have one vote, save where their Annual Subscription is not received prior to the date specified in Rule 6(1)(c) in which case they shall have no right to vote.

(6) The Meeting shall be chaired by the Chair of the Association; if the Chair is not available the Vice Chair shall chair the Meeting; if neither the Chair nor the Vice Chair are available the Secretary shall chair the Meeting; if none of the Chair, Vice Chair or Secretary are available those members of the Executive Committee present shall choose one from their number to chair the Meeting.

(7) All questions proposed for the consideration of Members at any General Meeting shall be determined by a majority of votes of those present or represented as herein provided. In the event of a tie, the chair shall have a casting vote.

(8) Where a Member identifies that they have a Conflict of Interest in relation to a matter brought before the General Meeting they should:

(a) Identify to the chair of the Meeting that the conflict exists; and

(b) Either:
i. Recuse themselves from voting on the matter; or
ii. Disclose to the chair how they are managing the conflict in voting on the matter.

10. THE EXECUTIVE COMMITTEE

(1) The management of the affairs of the Association shall be delegated to an Executive Committee consisting of no less than seven and no more than ten Members. Prior to the circulation of proxies and voting cards for each Annual General Meetings, the Executive Committee shall resolve the number of Executive Committee members for the coming year.

(2) Volunteers for all Executive Committee positions will be collated in advance by the Secretary and all votes will be submitted and counted at the Annual General Meeting by private ballot of those present in person or by proxy. Where a volunteer is standing for the Executive Committee in their capacity as a nominee of a Corporate Member, whosoever proposed and seconded by, only one such volunteer shall be capable of being nominated per Corporate Member in any one year; in the event that more than one volunteer is nominated in respect of any one Corporate Member, the first such nomination received by the Secretary shall stand unless the Corporate Member notifies the Association otherwise, in writing, prior to the expiry of the period during which such nominations may be received.

(3) The Executive Committee shall be elected by the Members at each Annual General Meeting and subject to annual re-election.

(4) Each member of the Executive Committee should be resident in the Bailiwick of Guernsey and should be persons of integrity and probity who have suitable and appropriate skills and experience.

(5) Each member of the Executive Committee shall not be remunerated but shall be entitled to recover reasonable expenses from the Association, subject to approval of the Executive Committee.

(6) The following persons may not be a member of the Executive Committee (“Precluded Persons”):-

• A member of the States of Deliberation; A Commissioner of the Guernsey Financial Services Commission; 
• Any person with an active prohibition issued against them by the Guernsey Financial Services Commission pursuant to prevailing enforcement regulation and/or the Guernsey Registry pursuant to prevailing corporate legislation and/or who are precluded from acting as a director or in any other senior position, including prescribed regulatory positions (such as MLRO), in any other jurisdiction;
• Any disqualified person subject to bankruptcy and insolvency laws, or similar, in Guernsey or any other jurisdiction or any person who has been so disqualified in the previous ten years. 

For the avoidance of doubt, Precluded Persons are also prohibited from acting on any Sub-Committee of the Association. 

(7) In the event that a member of the Executive Committee becomes;

1. i) an employee of the same Corporate Member as another existing Executive Committee member (for instance by recruitment or upon merger of their organisations), both may remain on the Committee until the next AGM. Thereafter, any subsequent nomination must be received and shall be considered in accordance with Clause 10(2) herein.

 

1. ii) a Precluded Person during their term on the Executive Committee, that member must stand down immediately as a member of the Executive Committee. 

(8) The Chair and Vice Chair of the Association shall be elected from and by the Executive Committee. Save for where the Executive Committee resolves otherwise, it is expected that the Chair should have significant industry experience, including a number of years in board level roles.

(9) Unless otherwise agreed by the Executive Committee the same person may only hold the office of either Chair or Vice Chair for a maximum period of two years whereupon they must stand down although they can be re-elected as Executive Committee Members and the Vice Chair can be elected Chair.

(10) The Secretary and Treasurer of the Association shall be elected from and by the Executive Committee.

(11) The Chair and Vice Chair of the Association shall not be Connected Persons. The Treasurer should not be a Connected Person of either the Chair or Vice Chair. The Secretary should not be a Connected Person of the Chair, Vice Chair or Treasurer

(12) A quorum for Executive Committee meetings shall be three Executive Committee members present at a meeting and questions arising at any meeting of the Executive Committee shall be decided by a majority of votes of those members of the Executive Committee. Where a majority vote cannot be achieved the Chair (or in their absence the Vice Chair) shall have a casting vote.

(13) Members of the Executive Committee have a duty to act in good faith at all times; a general duty of care; a duty to act only in accordance with the powers afforded by this constitution; a duty to ensure there are measures in place to enable the Association to achieve its Objects effectively; and a duty to enable the Association to fulfil its constitutional obligations and discharge any legal obligations to which it is subject.

(14) The Executive Committee has a duty to review the activities of the Association, as well as its own performance, from time to time to ensure that the Association continues to achieve its Objects effectively, to fulfil its obligations under this constitution, and to discharge any legal obligations to which it is subject.

(15) The Executive Committee has a duty to ensure that the financial position of the Association is satisfactory and prudent for the purposes of the Association’s Objects, in particular that disbursements are subject to the provisions of clause 16 if this document.

(16) The Members of the Executive Committee shall be responsible for the effective management of cost controls and budgeting within the Association.

(17) Where a Member of the Executive Committee identifies that they have a Conflict of Interest in relation to a matter brought before a Committee Meeting, they should:

Identify to the chair of the Meeting that the conflict exists; and

Either:
Recuse themselves from voting on the matter; or
Disclose to the chair how they are managing the conflict in voting on the matter.

(18) An Executive Committee member may resign at any time by notice in writing to the Secretary and the elected Executive Committee may by majority vote co-opt another eligible Member or representative of an eligible Member to serve as an elected Executive Committee member in his or her place until the next election or may determine not to replace the Member

(19) An Executive Committee member is generally not expected to serve more than nine consecutive years in office unless otherwise determined by a majority vote of the Executive Committee as assessed by them to be in the best interests of the Association based on contribution and experience at that particular point in time. The Executive Committee will meet to discuss and vote on the position when an Executive Committee member is in their ninth consecutive year and declares an intention to seek election for a tenth consecutive year. The outcome, along with the reasons supporting such outcome, will be communicated to that member by the Chair (or, in their absence or where the Chair is the subject Executive Committee member, the Vice Chair) ahead of the nomination period relevant to the AGM approaching their tenth proposed term and, if applicable, every year thereafter.

(20) The Executive Committee may in its absolute discretion invite one or more eligible Members or their representatives to any of its meetings.

(21) The Executive Committee may delegate any matter to subordinate committees, consisting of one or more Members or representatives of Members or any other person as the Executive Committee may appoint, but every such committee shall conform to such directions as the Executive Committee may impose upon it. Each such subordinate committee shall keep accurate minutes of its meetings and send copies thereof to the Secretary.

(22) Not less than seven days’ notice shall be given for meetings of the Executive Committee but meetings may be held at short notice if all members of the Executive Committee agree.

(23) Each member of the Executive Committee shall attend at least half of the Executive Committee meetings in each six-month period of their appointment, failing which the Chair may request such person to provide reasons for non-attendance. If the Chair is not satisfied with the reasons, the Chair can put to the Executive Committee a resolution to remove such person from the Executive Committee. The member of the Executive Committee who is subject to such a resolution shall have the opportunity to make representations but shall not be entitled to vote.

(24) A member of the Executive Committee may be removed in any of the following circumstances:
unexplained absence for 3 or more consecutive Executive Committee meetings
is convicted of a criminal offence
is removed by a majority vote of the Executive Committee
breaches any of the terms of this Constitution
becomes incapacitated or dies
becomes ineligible to hold the position.

(25) If an Executive Committee Member is to be removed in accordance with (21), the Chair must inform the Member of the motion to have them removed and the reasons for the removal. In the event that the Chair is removed, they shall be informed by the Vice Chair of the motion to have them removed and the reasons for the removal.

(26) An Executive Committee Member who has been removed may request an appeal against the decision. The appeal should be presented in writing addressed to the Chair, or in the event that the member removed is the Chair, the Vice Chair, within 10 working days of removal, stating the reasons for the appeal. On receipt of any correspondence, a meeting of the Executive Committee will be convened within 4 weeks to consider the appeal and issue its final decision within 10 working days.

(27) In the event that the Chair is removed or ceases to hold office, the Vice Chair will hold the office of Chair on a temporary basis until the next meeting of the Executive Committee, at which a replacement shall be appointed by a majority vote of the Executive Committee to hold office until the next AGM.

(28) In the event that the Treasurer or Secretary is removed or ceases to hold office, the Chair or Vice Chair shall be required to hold office on a temporary basis until the next meeting of the Executive Committee, at which a replacement shall be appointed by a majority vote of the Executive Committee to hold office until the next AGM.

11. CHAIR AND VICE CHAIR

(1) The Chair of the Association shall be responsible for ensuring that the Association strives to meet the Objects set in this Constitution.

(2) The Chair and Vice Chair shall be responsible for drafting a Strategy for the Association to be presented to the Executive Committee for approval. Once approved the Chair and Vice Chair shall be responsible for ensuring that the Association strives to meet the targets set out in the Strategy.

(3) The Chair shall chair all meetings of the Association and the Executive Committee of the Association. In the absence of the Chair the Vice Chair shall chair such meetings. In the absence of both the Chair and the Vice Chair the Secretary shall chair such meetings.

(4) Whilst the Chair and the Vice Chair shall be the principal representatives of the Association, any members of the Executive Committee, members of Sub-Committees of the Association or person employed by the Association may represent the Association at meetings with external parties subject at all times to the relevant terms of reference and/or contract of employment (as applicable).

(5) The Chair and the Vice Chair shall both represent the Association as members of the GIBA council. Where one of the Chair or the Vice Chair decline to represent the Association at GIBA council, or where additional or alternate council members are required, they shall be decided by the Executive Committee and shall always be current members of the Executive Committee.

12. SECRETARY

(1) The Secretary with the approval of the Executive Committee may appoint an Assistant Secretary who may hold office for such period and be remunerated, as the Executive Committee shall determine.

(2) The Secretary shall maintain a register of Members which shall record the name of each Member, their category of eligibility for membership of the Association, their address for correspondence and the names of their nominated representative and alternate.

13. MINUTES

(1) The Executive Committee shall cause Minutes to be kept: –

(a) of all elections and appointments;

(b) of the names of Executive Committee members present at each Executive Committee Meeting;

(c) of all determinations, resolutions and proceedings of each General Meeting and of meetings of the Executive Committee and of meetings of all subordinate committees.

All such minutes shall be prepared by the Secretary or Assistant Secretary (or, in the case of subordinate committee meetings, a member of such committee) and a summary of each meeting circulated to members of the relevant committee as soon as possible after each meeting.

14. COMMUNICATION WITH MEMBERSHIP

(1) The Executive Committee may maintain a website and social media accounts for the Association.

(2) The Executive Committee shall at each of its meetings consider appropriate communication with Members and shall periodically communicate with the Members (by email, website or otherwise) in such manner as it shall deem appropriate. Updates, notifications of events or articles sent to Members will not be classified as statements on behalf of the Association.

15. PUBLIC STATEMENTS

(1) Any statements made orally or in writing on behalf of the Association shall typically be issued by the Chair or Vice Chair, subject to availability, however should always:

        (i) be subject to circulation among the Executive Committee members in advance and comments invited, and;
        (ii) where timing is of the essence, the requirement in 15(1)(i) may be waived, however best efforts should be taken to communicate in               advance of giving a statement and, at the very least, immediately following the statement being made. 

(2) The chairs of Sub-Committees of the Association may issue statements subject to prior approval of the Chair or the Vice Chair and acting in accordance with relevant terms of reference.

16. TREASURER AND ACCOUNTS

(1) The Treasurer shall maintain accounts of the financial affairs of the Association (the “Accounts”) and shall present them at each Annual General Meeting for approval by the Members.

(2) The Accounts will not be audited as a matter of course, however, if decided by Members at a General Meeting, they may be subject to independent verification.

(3) All funds received by the Association shall pass through the Association’s bank account.

(4) Where an amount received by the Association exceeds GBP 1,000.00 the Association shall verify and document the source of that amount. Such records shall be kept for a minimum of six years from the date of receipt of the amount.

(5) The Accounts shall be available to any Member of the Association on request.

(6) The Treasurer shall keep the Executive Committee informed on a regular basis as to the states of the finances of the Association.

(7) The Executive Committee shall approve all regular/ongoing expenditure or expenditure for single amounts in excess of GBP 1,000.00.

(8) The signatories of the bank account of the Association would normally include the Chair, Vice Chair, Treasurer, Secretary and any assistant that is appointed from time to time to assist the Treasurer. Any other member of the Executive Committee may also be appointed as a signatory with the approval of the Executive Committee.

(9) All payments instructed in writing or by cheque should require two signatories. Any payments by debit card or via online banking may require approval of only a single signatory, however that signatory should notify at least one other signatory of the payment being made.

17. DISSOLUTION

Prior to dissolution, the Executive Committee shall ensure that all debts owed by the Association are settled and any residual balance on account is paid to a local charity agreed by a majority vote via an electronic poll entered into by the Members of the Association.

18. AMENDMENTS TO THIS CONSTITUTION

(1) No substantive or material amendments to this Constitution shall be effective unless proposed in the form of a Resolution at an Annual General Meeting or a General Meeting called for that purpose and duly passed by a simple majority of all Members entitled to vote thereat.

(2) Any Member wishing to propose an amendment to the Constitution must send the proposal, duly seconded, in writing to the Secretary for submission to the Executive Committee. The Executive Committee shall, if possible, bring the proposal before the next General Meeting, or, if it thinks it desirable, may convene a special General Meeting.

(3) The Executive Committee shall be the sole authority for the interpretation of this Constitution and the decision of the Committee upon any question of interpretation of this Constitution shall be binding upon all the Members.

SCHEDULE 1

Categories of Eligibility

1. A financial services business licensed under the POI Law, which is acting in the capacity of one or more of the following:
a) Fund administrator;
b) Fund custodian;
c) Fund manager;
d) Investment or wealth manager; or
e) Stockbroker

2. A firm practising in Guernsey and serving the Industry, including but not limited to:
a) A law firm
b) An accountancy firm
c) A compliance or regulatory services firm

3. A non-executive director of a financial services business listed under category 1 above or of a Collective Investment Scheme.

4. Such other persons as the Executive Committee shall determine (either generally or in a specific case) from time to time.