About NZILE

6. GENERAL POWERS

6.1 Promotion of Objects: The Institute shall promote the objects described in clause 5 of the Rules in addition to all other powers conferred by law, the Institute shall have the same powers as a natural person and such powers shall not be limited or restricted by any principle of construction or rule of law or statutory power or provision except to the extent that such limitation or restriction is mandatory.

6.2 Without limiting the generality of clause 6.1 of the Rules, the Institute shall have the power, which may be exercised either alone or jointly with any other person or persons, to:

6.2.1 Branches: establish, maintain, control, manage and dissolve Branches of the Institute and to determine and modify the constitution, rights, privileges, obligations and duties of any such Branch.

6.2.2 Certificates: in the Council's discretion, issue certificates of membership or practising certificates in such form and on such terms as the Council thinks fit.

6.2.3 Collect Funds: collect funds and raise money by all lawful means and to receive, accept, encourage and enlist financial and other contributions, subscriptions, donations, legacies, endowments, bequests, grants, subsidies or payments from any source and to conduct fund raising campaigns in order to further the objects of the Institute;

6.2.4 Specified Trust: carry out any specified trust attaching or relating to any contributions, subscriptions, donations, legacies, endowments, bequests, grants, subsidies or payments received to the extent such specified trust conforms with the objects of the Institute;

6.2.5 Apply Funds: apply any money from the funds of the Institute to the promotion and advancement and development of the objects of the Institute;

6.2.6 Invest Funds: invest any money from the funds of the Institute in any of the ways authorised by law for the investment of trust funds in New Zealand and from time to time to vary any such investments;

6.2.7 Borrow: borrow or raise any moneys on mortgage or overdraft or otherwise with or without security from any person or persons, bank, institution, company or other organisation (including the Crown) at such rate of interest for such term and generally on such conditions as the Council thinks fit and to sign any mortgage, deed, agreement or other document in connection therewith and no person or organisation lending money to the Institute shall be concerned to enquire as to the application of the money or as to the purpose for which the money may be borrowed provided that any payment of interest on money lent to the Institute by any Member may not exceed current commercial interest rates;

6.2.8 Give Security: give security alone or together with any other person or persons the giving of which the Council shall consider to be in the interest (direct or indirect) of the objects of the Institute and to authorise any company in which the Institute shall hold shares to give such security;

6.2.9 Lend: lend any moneys from the funds of the Institute to any person or persons with or without security on such terms and either free of interest or at such rate of interest as the Council shall think fit;

6.2.10 Pay Debts: apply any moneys from the funds of the Institute in, for or towards payment of any fees, costs, disbursements, debts or other liabilities or any part thereof, incurred by or in connection with the Institute, whether or not the Institute is contractually liable for payment of the fees, costs, disbursements, debts or other liabilities;

6.2.11 Sell and Reinvest: sell, join in selling, call in or convert all or part of any real or personal property of the Institute in such manner and subject to such terms and conditions as the Council thinks fit and to reinvest the proceeds of such sale, calling in or conversion in such manner as the Council thinks fit;

6.2.12 Bank Accounts: open or maintain and operate such bank accounts at such banks or other institutions and in such manner as the Council thinks fit;

6.2.13 Establish Reserve Fund: start and subscribe to any depreciation or reserve fund for any purpose the Council may deem advisable (the Council to determine in its discretion whether that fund is income or capital);

6.2.14 Guarantee: to enter into or join in entering into any guarantee by the Institute alone or together with any other person or persons the giving of which the Council shall consider to be in the interests of the promotion of the objects of the Institute and to authorise any company in which the Institute shall hold shares to enter into such a guarantee or to enter into any other arrangement which the Council shall deem to be in the interest of the promotion of the objects of the Institute.

6.2.15 Settle Accounts: to agree and settle accounts with all persons liable to account to the Institute and to compromise all questions relating to the funds of the Institute and to grant effectual receipts, discharges and releases;

6.2.16 Acquire Property: acquire any real or personal property or interest therein whether by purchase, lease, exchange or otherwise howsoever and upon and subject to such terms and conditions as the Council thinks fit;

6.2.17 Lease: let or lease or bail to any person or persons any freehold or leasehold property or any plant and chattels or interest therein either from year to year or for any term of years or otherwise at such rent and subject to such covenants and conditions as the Council thinks fit (including if the Council thinks fit an optional or compulsory purchasing clause) and also to accept surrenders of leases and tenancies and generally to manage them as the Council thinks fit;

6.2.18 Build: erect, construct and maintain any buildings, structure or works of any kind and description on any land of the Institute or upon any other land or property and to pull down, rebuild, enlarge, alter or improve existing buildings, structures or works thereon and to expend such funds of the Institute as the Council thinks fit in so doing;

6.2.19 Maintain Property: generally to maintain, manage, repair, improve or develop any real or personal property owned or leased by the Institute or in which the Institute has an interest in such manner as the Council thinks fit;

6.2.20 Insure: insure against loss or damage by any cause whatsoever any insurable property owned or leased by the Institute or in which the Institute has an interest as the Council may from time to time think fit;

6.2.21 Contracts for Work: enter into contracts for work to be performed on such terms and conditions as the Council thinks fit;

6.2.22 Acquire or Carry On Business: to acquire any business or venture of any nature whatsoever or interest therein from any person, or to commence, enter into, carry on or be engaged or concerned in any business or venture of any nature whatsoever whether or not carried on at the time of adoption of these rules, for such time or times and in such a manner as the Council thinks fit, either alone or in partnership or otherwise with any other person or persons, with power to do or join in doing all things which the Council considers necessary, expedient or desirable in connection with such business or venture including, without limitation:

1. employing such managers, agents, servants, workmen and other persons as the Council thinks fit;
2. using and employing in any such business or venture such moneys from the funds of the Institute as the Council considers advisable;
3. managing or joining in the management of any such business or venture; and
4. withdrawing money from any such business or venture; and the Council shall not be liable for any losses caused through the Institute carrying on any such business or venture and the Council shall be absolutely indemnified by and out of the funds of the Institute for and in respect of any loss or liability which the Institute may sustain or incur by reason of the Institute so commencing, entering into, carrying on, or being engaged or concerned in any such business or venture;

6.2.23 Companies: in respect of any company or companies in which the Institute holds or is entitled to or proposes to hold shares or debentures:

1. to pay calls on shares;
2. to appoint any person to act as a director of any company and if necessary to transfer to such person a sufficient number of shares to be held by him in trust for the Institute to qualify him to act as a director;
3. to provide out of the funds of the Institute capital or further capital for the company whether by advances or loans (with or without security), by deposit on current account or otherwise, by guarantees (with or without security), by taking up shares or further shares or in such other manner and on such terms as the Council thinks fit; and
4. to concur on such terms as the Council thinks fit in the liquidation, reconstruction or amalgamation of the company or in the alteration or modification of the regulations thereof and to concur in the modification of, or to surrender any of the rights attaching to, all or any shares and to exercise in such manner as the Council thinks fit any powers which by the regulations of the company are vested in the Institute as a member thereof or otherwise and on any liquidation, reconstruction or amalgamation to accept fully paid or partly paid up shares or debentures or other interest in or securities of any company as the consideration or part of the consideration for such liquidation, reconstruction or amalgamation and generally to act in relation to the company in such manner as the Council thinks fit;

6.2.24 Appoint Attorney: at any time and for any period to appoint any person to act as its attorney anywhere in the world for all or any of the objects of the Institute;

6.2.25 Appoint Agents: instead of acting personally to instruct and pay any person whatsoever to transact all or any business or do any act required to be transacted or done in the execution of these Rules including the receipt and payment of money and the Council shall not be responsible for the default of any such person appointed in good faith or for any loss occasioned by such person's instruction;

6.2.26 Join in Partition: consent to and join in the partition of any assets in which the Institute is interested and to take a transfer of a divided or undivided share or interest in any such assets;

6.2.27 Affiliation: affiliate with or grant affiliation to any other body or association having objects altogether or in part similar to those of the Institute, whether such body or association is in New Zealand or otherwise;

6.2.28 Amalgamate or Merge: amalgamate or merge the Institute with any other association having objects altogether or in part similar to those of the Institute;

6.2.29 Contributions: contribute to any body or organisation having substantially similar objects as the objects of the Institute;

6.2.30 Statutory Authorisation: do all or any of the things which the Institute is authorised to do by the Act; and

6.2.31 General: do all such other things as in the opinion of the Council are incidental or conducive to the attainment of the objects of the Institute.

6.3 Exercise Powers Independently: None of the powers conferred by this clause or otherwise shall be deemed subsidiary or ancillary to any other power or authority and the Institute shall be entitled to exercise all or any of the powers independently of any other or others of them. In the event of any ambiguity, this provision shall be construed so as to widen and not restrict the powers of the Institute provided that at no time can any provision be construed so as to detract from the objects of the Institute.

7. RESTRICTIONS ON PRIVATE PECUNIARY GAIN

7.1 No Member or any person associated with a Member shall participate in or materially influence any decision made by the Institute or any Branch of the Institute in respect of the payment to or on behalf of that Member or a person associated with that Member of any income, benefit or advantage whatsoever.

7.2 Any income paid, or benefit or advantage granted to a Member or any person associated with a Member shall be reasonable and relative to the amount paid or extent of the benefit or advantage granted which would be paid or granted in an arm's length transaction (being the open market value).