A TAB NZ member, when exercising powers or performing duties as a member, must act—

The Minister may appoint a TAB NZ member as the deputy chairperson.

A person appointed as deputy chairperson holds that office until the person—

A TAB NZ member may resign from office by giving written notice to the Minister.

The Minister may, by giving written notice to the member, remove the member from office at any time, without compensation, for inability to perform the duties of office, bankruptcy, neglect of duty, or misconduct proved to the satisfaction of the Minister.

The Minister may only remove a person under subclause (2) after the Minister has given the person an opportunity to be heard.

The functions and powers of TAB NZ or the governing body are not affected by any vacancy in the membership of the governing body.

TAB NZ members must be paid, out of the funds of TAB NZ, remuneration by way of fees, allowances, or expenses that is determined by the Minister.

A TAB NZ member or person who is a member of any committee of the governing body is not personally liable—

Every TAB NZ member and every member of any committee of the governing body is indemnified by TAB NZ—

No person may question the following in any proceedings on the grounds that the occasion for the appointment of the person had not arisen or had ceased:

A TAB NZ member who (except as a member) has a direct or indirect interest in any of the matters listed in subclause (2) (except a betting transaction) must, as soon as practicable after the TAB NZ member knows about the relevant facts, disclose the nature of the interest in accordance with clause 10.

The matters are—

A TAB NZ member is interested in a transaction to which the governing body is a party only if the member—

A TAB NZ member must, immediately after becoming aware of the fact that the member is interested in a transaction or proposed transaction with TAB NZ, cause to be entered in the interests register, and disclosed to the governing body,—

A general notice entered in the interests register or disclosed to TAB NZ to the effect that a TAB NZ member is a shareholder, director, officer, member, or trustee of another named company or other person and is to be regarded as interested in any transaction that may, after the date of the entry or disclosure, be entered into with that company or person is a sufficient disclosure of interest in relation to that transaction.

A TAB NZ member who discloses their interest under clause 10—

If a TAB NZ member fails to comply with the disclosure requirements in clauses 8 to 10, the validity of a transaction entered into by TAB NZ is not affected by that fact.

A TAB NZ member must not disclose to any person, or make use of or act on, any information that is available to the member only in that capacity.

Subclause (1) does not apply if a TAB NZ member—

A TAB NZ member, when exercising powers or performing duties as a TAB NZ member, may rely on reports, statements, financial data, and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

Subclause (1) applies to a TAB NZ member only if the member—

Except as otherwise provided in this Act, the governing body may regulate its own procedure.

The governing body or the chairperson must appoint the dates, times, and places for meetings of the governing body and give notice of those meetings to each TAB NZ member who is not present when the appointment is made.

The chairperson, or any 2 TAB NZ members, may at any time call a special meeting of the governing body by giving at least 7 days' notice (or lesser notice if all TAB NZ members agree) of the special meeting, and of the business to be transacted at the meeting, to each TAB NZ member for the time being in New Zealand.

Notice of a meeting—

No business other than that stated in a notice of special meeting may be transacted at that meeting.

A meeting of the governing body may be held either—

A quorum for a meeting of the governing body is a majority of the TAB NZ members holding office at the time the meeting is held.

No business may be transacted at a meeting of the governing body if a quorum is not present.

The chairperson must preside at all meetings of the governing body at which the chairperson is present.

If the chairperson is not present, or if there is no chairperson, the deputy chairperson, if present, must preside.

The TAB NZ members present must appoint one of their number to be the chairperson for the meeting if—

A person appointed under subclause (3) has and may exercise all the powers, duties, and functions of the chairperson for the purposes of the meeting.

All resolutions of the governing body must be decided by a majority of the votes cast.

A resolution in writing signed or assented to by letter, fax, or email by all TAB NZ members is as valid and effectual as if it had been passed at a meeting of the governing body duly called and constituted.

The resolution may consist of several documents in like form, each signed or appearing to have been sent by 1 or more TAB NZ members.

A contract or other enforceable obligation may be entered into by TAB NZ as stated in subclauses (2) to (5).

An obligation that, if entered into by an individual, would be required to be by deed may be entered into on behalf of TAB NZ in writing, signed under the name of TAB NZ by—

An obligation that, if entered into by an individual, is required to be in writing may be entered into on behalf of TAB NZ in writing by a person acting under TAB NZ’s express or implied authority.

An obligation that, if entered into by an individual, is not required to be in writing may be entered into on behalf of TAB NZ in writing or orally by a person acting under TAB NZ’s express or implied authority.

This clause applies to a contract or other obligation—

TAB NZ may, by an instrument in writing executed in accordance with clause 24(1), appoint a person as its attorney either generally or in relation to a specific matter.

An act of the attorney in accordance with the instrument binds TAB NZ.

Subject to subclause (2), the governing body may, by writing either generally or specifically, delegate any of the functions or powers of TAB NZ to a committee of the governing body or to any person.

The governing body must not delegate any of the following powers:

A person to whom any functions or powers are delegated may carry out those functions or exercise those powers in the same manner and with the same effect as if they had been conferred on the person directly and not by delegation (subject to any direction given, or condition imposed, by the governing body).

A person purporting to act under a delegation is, in the absence of proof to the contrary, presumed to be acting in accordance with the terms of the delegation.

A delegation under subclause (1)—

The governing body may, by writing, appoint a committee to—

The governing body may, by resolution, alter, discharge, continue, or reconstitute a committee appointed under subclause (1).

Committee members may be TAB NZ members or other persons.

A committee may regulate its own procedure, subject to any direction from the governing body.

Clauses 7 to 22 apply to the committee.

The governing body may appoint a chief executive.

The chief executive must be appointed on the terms and conditions that are determined by the governing body.

The chief executive may appoint the employees, including employees on secondment from other organisations, that the chief executive thinks necessary for the efficient performance of TAB NZ’s functions, and may negotiate the terms and conditions of employment of those employees.

Subject to the terms and conditions of employment, the chief executive may at any time terminate or suspend the employment of any of TAB NZ’s employees.

For the purpose of providing a superannuation fund or retiring allowances for its employees, the governing body may pay sums by way of a subsidy or a contribution into any retirement scheme (within the meaning of section 6(1) of the Financial Markets Conduct Act 2013).