Membership Rules - FinTech Wales

Fintech Wales Membership Rules

FinTech Wales may from time to time make such rules as it deems necessary or expedient for the proper conduct and management of FinTech Wales and for the purposes of prescribing conditions of membership (“Rules”).

These are the Membership Rules were adopted by the Board of Fintech Wales on 14th August 2019 as approved by the Board on 14th August 2019.

1. INTERPRETATION

Any reference in the 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 Rules or as to any question or right arising from or related to them the decision of the Board shall be final and binding upon all persons.
Throughout these Rules:

“Collective Member” means a business, organisation or individual who pays a subscription fee and benefits from membership of and/or supports the Objects and Purposes of FinTech Wales, and who’s application for subscribing Collective Membership is accepted in accordance with section 3 of the Rules;

“Advisory Panel Member” means those individuals appointed by the Directors in accordance with section 4 of the Rules and the “Advisory Panel” means a quorate meeting of Board Members;

“AGM” means the annual general meeting of FinTech Wales;

“Board” means a quorate meeting of the board of Directors;

“Director” means a director of Fintech Wales;

“Fintech Wales” means Fintech Wales, a UK company limited by guarantee and registered under number 12062166, who’s registered address is at Capital Building, Tyndall Street, Cardiff CF10 4AZ;

“Member” means an individual who is a registered member of Fintech Wales at Companies House in accordance with the requirements of the Companies Act 2006;

“Objects” means the objects of FinTech Wales set out in company’s articles of association; and

“Purposes” means the activities of Fintech Wales that the Directors, with the support of the Board will strive to implement in furtherance of the Objects of Fintech Wales.

2. PURPOSES OF FINTECH WALES

FinTech Wales will establish and maintain a membership organisation which will:
1. be the voice of fintech and financial services for Wales;
2. position Wales as a most attractive location for fintech;
3. make Wales a pillar of the global fintech economy;
4. make Wales a complimentary element to UK fintech;
5. expand the fintech talent available in Wales;
6. grow employment in fintech in Wales;
7. contribute to the economic success of Wales and the UK; and
8. empower Welsh fintechs to be successful.
FinTech Wales, its media presence & channels, and events is not a platform for members to advertise the sale of commercial goods and services including the offer of employment as a 3rd party recruiter, or request of employment via a 3rd party recruiter.

3. Subscribing COLLECTIVE MEMBERSHIP

Subscribing Collective Membership is open to all participants in and/or supporters of the fintech industry in Wales including, but not limited to:
1. finance tech providers (organisations or businesses that provide technology that can support, improve or disrupt the financial services sector);
2. enablers of fintech (those who provide solutions, support, education, training or advice to enhance fintech businesses); and
3. finance institutions (businesses that are engaged in financial and monetary transactions).
All applications for subscribing Collective Membership of Fintech Wales shall be made in writing in such form as the Advisory Panel shall from time to time prescribe and shall be accompanied by such application fee as may be required by the Advisory Panel from time to time.
The Board shall at its absolute discretion decide whether or not to accept an application for membership.
Each subscribing Collective Member may be required to pay an annual subscription fee. Such fees shall be determined from time to time by the Advisory Panel and the Advisory Panel shall be entitled in its absolute discretion to charge different amounts by way of entrance fees or subscriptions to different members. Current subscription fees set out on the FinTech Wales website at www.FintechWales.org.
The Advisory Panel shall from time to time determine the benefits of subscribing Collective Membership, and the time and manner of payment of subscriptions.
Unless otherwise determined by the Advisory Panel applicants for subscribing Collective Membership shall pay their first subscription (if any) upon acceptance of their application and they shall not become members until such first subscription (if any) has been paid.
If any member fails to pay a subscription within 21 days after being requested to do so, such person shall, pending payment, stand suspended from all rights and privileges of membership.
FinTech Wales will keep an up to date register of subscribing Collective Members, including contact details, which will not be publicly available, but will be available to subscribing Collective Members, but only in compliance with the FinTech Wales privacy policy and with current UK data protection laws.
The Board reserves the right to decline to offer a subscribing Collective Member renewal of continued subscribing Collective Membership at renewal.
Fintech Wales shall be entitled to prevent the use of the name of Fintech Wales by any member or impose conditions or regulations on the use of the name of Fintech Wales on any member at any time.

4. THE ADVISORY PANEL

The Advisory Panel will advise and support the Directors to achieve the Purposes. Whilst ultimately the good governance of Fintech Wales is the responsibility of the Directors, the Directors will consult and be guided by the Advisory Panel in all matters regarding the furtherance of the Purposes. The Directors shall carry out the instructions of the Advisory Panel at all times, accept where this causes a conflict with the Directors’ statutory and fiduciary duties, in which case those duties shall prevail.
Notice of Advisory Panel Meetings shall be in writing and at given at least five working days in advance. Notice shall include the time, date and location of the meeting. The Directors will provide an agenda for Advisory Panel Meetings in advance.
Advisory Panel Members are expected to attend meetings as required and to treat matters discussed as confidential. The continued office of an Advisory Panel Member will be reviewed in the event they do not attend three consecutive meetings, or more than a third of the previous year’s meetings have not been attended.
The Advisory Panel shall elect one of its members to hold office as Chairman. No person may hold the office of Chairman for more than four consecutive years without Advisory Panel approval. If the Chairman resigns or ceases to be a member of the Advisory Panel, the Advisory Panel shall have power to elect a replacement.
There shall be no more than 20 Advisory Panel Members appointed to the Advisory Panel at any time, including the Chairman. The Directors will keep a register of Advisory Panel Membership from time to time, which shall be available on for public viewing at www.FintechWales.org.
An Advisory Panel Member may terminate his/her membership at any time by giving written notice to the Advisory Panel.
Decisions of the Advisory Panel shall be made by a majority vote. Where necessary, the Chairman shall have a casting vote.
If an Advisory Panel Member:
1. is guilty of conduct which has or is likely to have a serious adverse effect on FinTech Wales or bring any or all of its Members or Directors into disrepute;
2. has acted or threatened to act in a manner which is contrary to the interests of FinTech Wales as a whole;
3. or has failed to observe the Rules,

the Advisory Panel may either (a) terminate the Advisory Panel Membership of such Advisory Panel Member without his or her consent, by giving written notice if, by a two thirds majority vote of the Advisory Panel; or (b) invite the Advisory Panel Member voluntarily to resign his or her Advisory Panel Membership.

There shall be no right to appeal from a decision of the Advisory Panel to terminate the Membership of a Advisory Panel Member.

Advisory Panel Members may appoint substitutes or Proxies to attend meetings in their place with the prior written approval of the Board.

5. ELECTION OF THE ADVISORY PANEL

The first members of the Advisory Panel shall be made up of each of the Directors and those individuals whom the directors decide will be ambassadors for and will assist Fintech Wales in its Purposes.
Elections of members of the Advisory Panel shall be held annually. One third, or the number closest to one third, of the members of the Advisory Panel for the time being (other than co-opted members and Directors of the Company) shall retire at each election of members of the Advisory Panel, and the members of the Advisory Panel 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 Advisory Panel on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring member of the Advisory Panel shall be eligible for re-election.
FinTech Wales shall not less than one month before the election of members of the Advisory Panel issue (in writing or by e-mail or by publication of a notice in trade publication or otherwise as the Advisory Panel may decide) a notice of the vacancies in the Advisory Panel seeking nominations for election. If there are not vacancies representing all categories of members FinTech Wales 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 Advisory Panel so decides, be accompanied by nomination papers in a form approved by the Advisory Panel. Members shall be given not less than 3 weeks to return nominations.
Nominees must be members of FinTech Wales in good standing and in the membership category that the appointment to the Advisory Panel is to represent. Nominations must be supported by not less than 1 member of FinTech Wales in good standing from the relevant category.
In elections to the Advisory Panel, current members shall have one vote each for the purposes of voting at Advisory Panel elections.
The postal ballots for the election of members of the Advisory Panel shall be conducted in such manner as the Advisory Panel may from time to time direct and until the Board shall otherwise direct:-

1. 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 FinTech Wales;
2. the ballot papers shall be counted and tabulated by the auditors or any other returning officer appointed by the Advisory Panel;
3. the result of the ballot shall be announced on such date and in such manner as the Advisory Panel shall decide and elected members shall take office at the time of such announcement or such other time as the Advisory Panel may decide; and
4. in the event of 2 or more nominated candidates receiving the same number of votes, the Chairman of the Advisory Panel shall have a casting vote to determine which of such candidates shall be elected.

6. ANNUAL GENERAL MEETINGS (AGM’s)

The Advisory Panel will arrange an AGM once a year on a date to be decided by the Advisory Panel;
All Members will be invited to participate at the AGM to provide feedback to the Advisory Panel on its activities and to make suggestions for the future plans and initiatives of FinTech Wales;
The AGM will not be convened without first giving all Members notice in, writing of, at least 15 business days of the time, date and location of the AGM.

7. EXECUTIVE COMMITTEES

The Directors may request the Advisory Panel set up an executive committee to progress a particular matter in furtherance of the Purposes. The Advisory Panel shall elect at least 3 individuals from its membership to form an executive committee to act together with the Directors in relation a particular matter. This committee will have delegated powers from the Advisory Panel to operate with the Directors to ensure the operational effectiveness of the Association.
An executive committee may take responsibility for and provide supervision and oversight on the Association’s finances, property needs, staff and employment matters, legal issues, promotion and marketing, administrative items relating to membership and any other matters which the Advisory Panel may decide.

8. AMENDMENT OF THE RULES

These Rules may be amended from time to time by the Advisory Panel, in furtherance of the Purposes.