ASA Constitution

THE RULES OF THE ADVERTISING STANDARDS AUTHORITY INC.

1. NAME

The name of the Authority is the Advertising Standards Authority Incorporated, hereinafter referred to as the Authority.

2. INTERPRETATION

In these Rules and any Regulations made hereunder unless the context otherwise requires:

(a) "The Authority" means the Advertising Standards Authority Incorporated. (ASA)

(b) "The Act" means "The Incorporated Societies Act 1908" and its amendments.

(c) "The Board of Directors" means the board of directors appointed pursuant to Rule 10.

(d) "The Codes" means the Codes of Advertising Practice as promulgated by the Advertising Standards Authority.

(e) "Member" means a member organisation represented on the Authority.

(f) "Representative" means the authorised representative of a Member.

(g) "The Complaints Board" means the Advertising Standards Complaints Board. (ASCB)

(h) "The Appeal Board" means the Advertising Standards Complaints Appeal Board. (ASCAB)

3. OBJECTS

The objects of the Authority are:

(a) To seek to maintain at all times and in all media a proper and generally acceptable standard of advertising and to ensure that advertising is not misleading or deceptive, either by statement or by implication;

(b) To establish and promote an effective system of voluntary self-regulation in respect to advertising standards.

(c) To encourage the media, advertising agencies and advertisers to voluntarily co-operate in the process of self-regulation;

(d) To promulgate Codes of Advertising Practice which the Members undertake to uphold;

(e) To establish (in accordance with the Rules and Procedures set out in the First and Second Schedules to these rules) and fund an Advertising Standards Complaints Board which shall:

(i) Determine complaints received about advertisements which may be in breach of the Codes of Advertising Practice;

(ii) Advise the Authority on interpretation of the Codes and possible improvements to the Codes;

(iii) Report to the Authority on any aspect of advertising which is causing concern.

(f) To establish (in accordance with the Rules and Procedures set out in the Third and Fourth Schedules to these rules) and fund an Advertising Standards Complaints Appeal Board which shall determine certain Appeals from Decisions of the Advertising Standards Complaints Board.

(g) To publish the Codes authorised by the Authority and the Annual Report of the Authority and any other information or opinion.

(h) To set fees to be charged to complainants when complaints are accepted by the Advertising Standards Complaints Board for determination; or to both parties when a reference is accepted for arbitration or mediation.

(i) In general to do all such other or further acts and things relating to the particular objects above mentioned or otherwise which may from time to time be necessary or expedient for the benefit and protection of Members so far as the same are permitted by the laws of New Zealand to corporations organised under the Act.

4. POWERS

The Authority shall have power to do all such lawful acts and things as are incidental or conducive to its objects or any of them and without in any way limiting the generality of the foregoing the following powers shall be included:

(a) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Authority may think necessary or convenient;

(b) To raise money by subscription, levies or otherwise and to grant any rights and privileges to subscribers and to such Members as from time to time be deemed necessary;

(c) To borrow or raise or secure the payment of money in such manner as the Authority may think fit and to mortgage, pledge and/or charge in any manner all or any of its property, rights, interests and assets;

(d) To enter into any contracts, agreements or arrangement with any person, firm, syndicate, corporation or company which the Authority may deem conducive to its objects or any or all of them.

(e) To invest, lend or deal with the moneys of the Authority not immediately required for carrying out its objects upon such securities and in such manner as may from time to time be determined by the Authority;

(f) To make, amend or rescind Rules, Regulations standards of practice by-laws or standing orders not inconsistent with those Rules pertaining to the carrying out of all or any of the objects of the Authority, the discipline and control of its Members, the management of its affairs and the observance of its Rules and Regulations;

(g) In the case of any breach or non-observance of its Rules or Regulations or the non-payment of any such subscription or levy to impose fines or suspend any Member for such time as it sees fit or to expel any Member;

(h) To provide suitable premises for meetings and carrying on the work of and for the purpose of carrying into effect the objects of the Authority and to employ and dismiss employees and agents;

(i) To do any act or anything which appear to the Authority to be incidental or conducive towards carrying into effect or attainment of the objects of the Authority.

5. MEMBERSHIP

(a) The following shall be eligible for membership of the Authority subject to the qualifications set out in Clause (b) below.

(i) Any media proprietor or organisation representing media proprietors.

(ii) Any advertising agency or organisation representing advertising agencies.

(iii) Any advertiser or organisation representing advertisers.

(b) There shall be two classes of Members as determined by the Authority:

(i) Class A - are Full Members and pay a subscription based on a formula determined by the Authority. Membership and representation of Class A Members shall be determined by the Authority.

(ii) Class B - are Associate Members and pay a subscription determined by the Authority. Class B Members are not entitled to representation on the Authority.

(c) The Authority shall determine the membership classification of each applicant, provided that where a national organisation is a current Member representing media proprietors, advertising agencies or advertisers and an applicant is eligible for membership of that organisation, such applicant shall only be eligible for Class B membership.

(d) The Authority shall be entitled to decline any application for membership if in the opinion of the Authority that applicant is unable to fulfill the objects of the Authority as set out in Clause 3 of these Rules.

6. RESIGNATION OF MEMBERSHIP

Any Member may resign upon giving six months written notice of such intention and on the payment of all subscriptions, levies or other moneys due under these rules up to the date of resignation taking effect. Any Member so resigning shall have no claim upon any of the funds or assets of the Authority.

7. CESSATION OF MEMBERSHIP

A Member shall cease to be a member of the Authority if and when a resolution to that effect, of which one month's notice in writing shall have been given to all Members including the Member affected is carried at a General Meeting of the Authority.

Without limiting the circumstances under which such a resolution could be put to the Authority, such a resolution shall be put where:

(i) The Member affected is 6 months in arrears of any subscription or other moneys due to the Authority;

and

(ii) The Member concerned becomes bankrupt, passes into liquidation or otherwise ceases to exist.

8. ANNUAL SUBSCRIPTION

(a) The annual subscription to be paid by Members shall be related to the Classification of Membership and formula as notified by the Authority to each Member of the Authority prior to the Annual General Meeting, or such other amount as may be determined at any Annual General Meeting;

(b) Each subscription shall be payable either in one sum due 1 January or in two sums, one half on or before 1 January, the other half on or before 1 June of that financial year.

9. SPECIAL LEVY

(a) In addition to the annual subscription, the Authority may from time to time determine to make a special levy upon giving Members notice in accordance with Clause 15 of the meeting at which it is proposed to consider the making of such a levy and such notice shall specify the amount of the proposed levy to be payable by each Member and the method of calculation adopted in assessing the proportionate part of the levy which it is considered should be payable by each particular Member.

(b) Any meeting called to determine to make a special levy shall be held in accordance with the requirements of these rules relating to Annual General Meetings.

(c) In the event of the Authority approving of a levy after such notice in particulars as aforesaid, Members shall be advised by a notice in writing of the amount of the levy payable by each Member and shall be given at least thirty days within which to make payment of the same.

10. BOARD OF DIRECTORS

(a) The management of the affairs of the Authority and the administration of its funds shall be vested in the Board of Directors who shall have the responsibility to ensure the affairs of the Authority are properly managed and appropriate financial controls are implemented. The Board may exercise all powers vested in the Authority with the exception of the powers required by these rules to be exercised by General Meeting.

(b) The Board of Directors shall have nine members who shall be Representatives of Members as advised to the Annual General Meeting or a General Meeting called for that purpose.

(c) The Board of Directors shall be as follows

(i) Two Representatives nominated by the Association of New Zealand Advertisers Inc.

(ii) Two Representatives nominated by the Communication Agencies Association of New Zealand Inc.

(iii) One Representative nominated by the New Zealand Television Broadcasters Council.

(iv) One Representative nominated by the Newspaper Publishers' Association Inc.

(v) One Representative nominated by the Magazine Publishers' Association Inc.

(vi) One Representative nominated by the Radio Broadcasters Association Inc.

(vii) One Representative nominated by ASA members that are not listed in (i) to (vi) above.

(d) The Board of Directors may in its absolute discretion delegate to committees of the Board all or any of the powers and functions of the Board for any period but not beyond the next Annual General Meeting and to revoke any power so delegated.

(e) The Board of Directors may co-opt one Representative onto the Board for specific purposes and for any period but not beyond the date of the Annual General meeting

(f) Any Representative may attend a meeting of the Board of Directors as an observer but shall not have the power to vote.

(g) All decisions and resolutions of the Board of Directors must be passed unanimously by those directors present at the meeting.

(h) The quorum for meetings of the Board of Directors is five Representatives.

(i) The Board of Directors shall hold a minimum of four meetings in each year.

(j) At each General Meeting of the Authority the Board of Directors shall submit a report of their activities since the previous General Meeting.

11. OFFICERS AND THEIR ELECTION

(a) The officers of the Authority shall be a Chairman and a Deputy Chairman. The Chairman and Deputy Chairman shall hold the same positions on the Board of Directors. There shall also be an Executive Director and Secretary; one person may hold both positions.

(b) The Chairman and Deputy Chairman shall be elected at the Annual General Meeting in each year. The Executive Director and Secretary shall be appointed by the Board of Directors.

(c) Candidates for election to the offices of Chairman and Deputy Chairman shall be proposed and seconded in writing by separate Members. A Member cannot nominate or second its Representative. Such nominations shall be in the hands of the Secretary not less than fourteen (14) days before the Annual General Meeting and shall be signed by the Representatives of the sponsoring Members;

(d) The name of the candidates for office shall be circulated prior to the Annual General Meeting;

(e) Officers shall hold office until the conclusion of the meeting at which their successors are elected.

12. MEMBERSHIP AND RULES OF THE ADVERTISING STANDARDS COMPLAINTS BOARD

(a) The Complaints Board shall consist of nine (9) persons plus alternate members. The Authority shall appoint members including any alternate members of the Complaints Board in the following manner:

(i) An Appointments Panel shall be established to recommend public member appointees to the Authority. The Panel to consist of the Chairman and Deputy Chairman of the Authority, the Chairman of the Complaints Board and an independent person. The Panel is to make unanimous recommendations to the Authority about the appointment or reappointment of public members.

(ii) The Chairman of the Board, who shall be a member representing the public and who is not connected with the media or advertising industry shall be appointed by the Authority. Before making the appointment the Authority shall confer with the Minister of Broadcasting, the Minister of Consumer Affairs and any other Minister or person the Authority considers appropriate.

(iii) Four members representing the public who are not connected with the media or advertising industry and who are appointed by the Authority following recommendations from the Appointments Panel. Before making the appointments the Authority shall confer with the Minister of Broadcasting, the Minister of Consumer Affairs and any other Minister or person the Authority considers appropriate.

(iv) Four members representing the Authority.

(b) The Rules and Procedures of the Complaints Board shall be as determined by the Authority and included as the First and Second Schedules to these Rules.

13. MEMBERSHIP AND RULES OF THE ADVERTISING STANDARDS COMPLAINTS APPEAL BOARD

(a) The Appeal Board shall consist of three (3) persons plus alternate members. The Authority shall appoint members of the Appeal Board in the following manner:

(i) An Appointments Panel shall be established to recommend public member appointees to the Authority. The Panel to consist of the Chairman and Deputy Chairman of the Authority, the Chairman of the Complaints Board and an independent person. The Panel is to make unanimous recommendations to the Authority about the appointment or reappointment of public members.

(ii) The Chairman of the Board, who shall be a member representing the public and who is not connected with the media or advertising industry shall be appointed by the Authority following recommendations from the Appointments Panel. Before making the appointment the Authority shall confer with the Minister of Broadcasting, the Minister of Consumer Affairs and any other Minister or person the Authority considers appropriate.

(iii) One member representing the public who is not connected with the media or advertising industry shall be appointed by the Authority. Before making the appointment the Authority shall confer with the Minister of Broadcasting, the Minister of Consumer Affairs and any other Minister or person the Authority considers appropriate.

(iv) One member representing the Authority.

(b) The Rules and Procedures of the Complaints Board shall be as determined by the Authority and included as the Third and Fourth Schedules to these Rules.

14. MEETINGS AND PROCEDURES

(a) The Authority shall hold at least three General Meetings in each year, one being an Annual General Meeting.

(b) Meetings of the Authority shall determine the policy of the Authority and will receive from the Board of Directors reports on the management of the Authority and administration of its funds.

(c) Meetings of the Authority shall be held at such time as the Authority may determine.

(d) The Chairman and Deputy Chairman or any two Representatives of Members of the Authority may direct the calling of a meeting by a request in writing to the Secretary. At least seven (7) days notice in writing shall be given to each Member in respect of each Authority meeting unless there shall be special circumstances.

(e) A resolution in writing signed by all Representatives of Members shall be as effective as if it had been passed at a duly convened meeting.

(f) Voting at meetings of the Authority shall be on the basis of one vote per Representative.

(g) The quorum for a meeting shall be four Representatives.

(h) The Representatives shall have the power to elect new officers in the event that a casual vacancy occurs in the offices of Chairman or Deputy Chairman but any officers appointed in this manner shall hold office only until the next Annual General Meeting at which an election for the officers takes place.

(i) Members shall appoint a maximum of two Representatives to the Authority at each Annual General Meeting and the Representatives shall hold office on the Authority until the conclusion of the Annual General Meeting following the meeting at which they were appointed.

(j) Members of the Authority shall be able to replace their Representatives at any time between Annual General Meetings.

15. VOTING AT GENERAL MEETINGS

(a) Each member shall be entitled to one vote. Voting shall be by show of hands, provided that any Representative may require a ballot to be held. All resolutions require to be carried by at least two thirds of the total votes cast for or against such resolutions.

(b) Voting shall be held at such times as the Chairman may determine and voting papers shall be supplied to Representatives when a ballot is held.

(c) Any Member may appoint a Representative of another Member as a proxy to exercise that Representative's rights, including the right to vote at any meeting; the instrument appointing a proxy shall be in writing signed by the appointor and shall be in the hands of the Secretary before the meeting at which it is to be used.

(d) Unless a ballot is required as aforesaid, a declaration by the Chairman that a resolution on a show of hands has been carried or carried unanimously or by a certain majority or lost and an entry to that effect in the Authority's minute book shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the resolution.

(e) The quorum for an Annual General Meeting shall not be less than 50% of all Representatives. No business shall be transacted at an Annual General Meeting of the Authority unless a quorum is present.

(f) The Chairman, and failing him/her the Deputy Chairman, shall be the Chairman at all meetings of the Authority. In the absence of both the Chairman and the Deputy Chairman, and provided a quorum is present, the Representatives present shall elect one of their number as Chairman.

16. NOTICE OF GENERAL MEETINGS

(a) Not less than 21 days notice in writing of each General Meeting and Annual General Meeting shall be given to each Member and Representative.

(b) The accidental omission to give notice of a meeting or the non receipt of a notice of meeting by any Member or Representative entitled to receive notice shall not invalidate the proceedings of that meeting.

17. ALTERATION TO RULES OR REGULATIONS

These Rules and the Schedules to the Rules may be altered, added to or rescinded at any General Meeting subject to the following conditions:

(a) Notice of any proposed alteration or addition to or rescission of the Rules or Schedules or any of them shall be posted to each Member and Representative entitled to receive notices under these Rules not less than twenty-eight (28) days prior to the date of the meeting at which such alteration, addition, rescission is to be considered.

(b) The meeting may amend any such proposals.

(c) No resolution at any such meeting shall effect any alteration, addition to or rescission of the Rules or Schedules or any of them unless it is carried by at least two thirds of the total votes cast for or against such resolution.

(d) No alteration shall be inconsistent with the purposes for which the Authority is constituted.

18. REGISTER OF MEMBERS

The Authority shall keep a Register of its Members and their Representatives containing the names, and addresses of the Members and the names, addresses and occupations of their Representatives, the dates at which they became Members; the Authority from time to time when required by the Registrar of Incorporated Societies so to do under Section 22 of the said Act shall send to him/her a list of the names, addresses and occupations of Members and their Representatives accompanied by a statutory declaration verifying that list and made by the Chairman and Secretary of the Authority.

19. REGISTERED OFFICE

In accordance with Section 18 of the said Act, the Authority shall have a registered office to which all communication may be addressed and the notice of the situation of that office and of any change therein shall be given to the Registrar as provided by that section.

20. INDEMNITY OF OFFICERS

No Officer, Representative, or Member of the Authority, or person appointed to the Board of Directors or any sub-committee shall be liable for the acts, receipts, neglects or defaults of any other person authorised to act on behalf of the Authority or for any loss occasioned by any error of the judgement or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of duties on the authority of the Authority unless the same happens through his/her own willful default or dishonesty.

21. COMMON SEAL

The Secretary shall have custody of the Common Seal of the Authority and such Seal shall not be affixed to any instrument except by authority of the Authority and in the presence of the Chairman or Deputy Chairman of the Authority.

22. THE SECRETARY

The Secretary shall:

(a) Notify Members of the Authority of each Annual General Meeting of the Authority and give all such notices as may be required by these Rules.

(b) Notify Representatives of Members of the Authority of each meeting of the Authority and Board of Directors and give all such notices as may be required by these Rules.

(c) Keep a register of Members and Representatives herein before mentioned.

(d) Keep a record of all proceedings of all meetings and of the attendance of officers and Representatives of Members of the Authority at such meetings.

(e) Keep a record of the number of Members voting at the election of candidates for the positions of Chairman and Deputy Chairman and of the result of such voting.

(f) Do other acts in relation to the affairs of the Authority as from time to time may be directed by the Authority or the Board of Directors.

23. BOOKS AND FINANCIAL STATEMENTS

(a) The Authority shall cause to be kept proper books of account in which shall be kept full, true and complete accounts of the affairs, assets and transactions of the Authority.

(b) At the close of each financial year and at such other times as the Authority may elect, an income and expenditure account and a statement of assets and liabilities of the Authority shall be prepared and shall be examined and the correctness thereof ascertained by the auditor of the Authority if one is appointed.

(c) The Authority shall deliver annually to the Registrar of Incorporated Societies (pursuant to Section 23 of the said Act), in such form and at such times as the Registrar requires a statement containing the following transactions:

(i) The income and expenditure of the Authority during the Authority's last financial year;

(ii) The assets and liabilities of the Authority at the close of the said year;

(iii) All mortgages, charges and securities of any description affecting any of the property of the Authority at the close of the said year;

and the said statement shall be accompanied by a certificate signed by the Secretary or in his/her absence some other officer of the Authority to the effect that the statement has been submitted to and approved by the Representatives of the Members of the Authority at a General Meeting.

24. AUDITOR

(a) If the Authority shall appoint an auditor then the remuneration of the auditor shall be fixed by the Authority and the appointment shall be governed by this clause.

(b) If any casual vacancy occurs in the office of any auditor appointed by the Authority, the Authority shall appoint an auditor to carry on the duties of the auditor until the next Annual General Meeting.

(c) Every auditor shall be supplied with a copy of the accounts and statements aforesaid and it shall be his/her duty thoroughly to examine the same in detail with the books, accounts and vouchers relating thereto.

(d) Every auditor shall have a list delivered to him/her of all books kept by the Authority and shall at all reasonable times have access to the books and documents of the Authority and may in investigating such accounts examine the Authority or any other officers of the Authority who shall at all times render assistance to such auditor.

(e) The auditor shall make a report to the Representatives of the Members upon the accounts and statements aforesaid and in every such report he/she shall state whether in his/her opinion the same is or are full and fair accounts and statements containing the particulars required by the Rules of the Authority and properly drawn up so as to exhibit a true and fair view of the Authority's affairs and such report shall be read together with the report of the Authority at the Annual General Meeting.

25. PROPERTY AND USE OF FUNDS

The property and funds of the Authority shall be applied solely towards the promotion of the objects of the Authority and in such manner and such amounts as the Authority shall from time to time resolve. All moneys received by or on behalf of the Authority shall be paid into a bank account with such bank as the Authority shall appoint. All cheques shall be signed by two persons appointed by the Board of Directors .for that purpose.

26. NOTICES

(a) Every notice to be given to any Representative or Member pursuant to any of these Rules shall be deemed to be sufficiently given to and served on him/her if posted or delivered to him/her at his/her address in the Authority's register of Representatives and Members.

(b) Any notice if given or served by post shall be deemed to have been given or served 24 hours after the letter containing the same is posted and in providing such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post.

27. WINDING UP

(a) The Authority may be wound up voluntarily if the Authority at a General Meeting of Representatives of its Members passes a resolution requiring the Authority so to be wound up and the resolution is confirmed at a subsequent General Meeting called together for that purpose and held not earlier than thirty (30) days after the date on which the resolution so to be confirmed was passed.

(b) If upon the winding up or the dissolution of the Authority there remains after the satisfaction of all costs and its debts and liabilities any property or assets whatsoever the same shall be paid or distributed in New Zealand or to such public charity or public charities as the Authority may determine in resolving to windup. Failing such determination, the distribution of assets will be determined by the Registrar of Incorporated Societies of New Zealand.

28. INTERPRETATION

A substantial compliance with this constitution whether as to form, time, number or as to any other matter shall in all cases be good and sufficient and no rule, resolution, decision, election, appointment, notice of other matter or thing shall be invalidated by reason only of a failure to comply exactly with these Rules.

FIRST SCHEDULE

RULES OF THE ADVERTISING STANDARDS COMPLAINTS BOARD

1. OBJECTS

The objects of the Advertising Standards Complaints Board are:

(a) To receive complaints about advertisements and commercials published and/or broadcast in New Zealand which may be in breach of the Codes of Advertising Practice.

(b) To determine complaints received by it pursuant to subparagraph (a) above by adjudication either with the attendance of parties or without the attendance of parties.

(c) To determine in its sole discretion which method of complaint determination shall be used in a particular case.

(d) To accept in its discretion appointment to act as arbitrator or mediator in relation to disputes referred to it by parties involved in disputes in relation to advertisements or commercials published or broadcast in New Zealand.

(e) To advise the Authority on interpretation of the Codes and possible improvements to the Codes.

(f) To report to the Authority on any aspect of advertising which is causing concern.

2. MEMBERSHIP

Members shall be appointed by the Authority in accordance with the aforementioned Rule 11 and shall consist of:

(a) A Chairman who is a member of the public.

(b) Four members of the public.

(c) Four members representing the Authority.

3. TERM

a) A member of the Board, including the Chairman, shall hold office for five years or any shorter period stated in the letter of appointment.

b) A member may be reappointed for a maximum of two additional terms of office.

c) A member continues in office despite the expiry or his or her term of office until -

(i) The member is reappointed; or

(ii) The member's successor is appointed.

4. CESSATION OF MEMBERSHIP

A member shall cease to be a member of the Board if:

(a) They resign by notice in writing to the Chairman.

(b) Are absent from three consecutive meetings of the Board without leave of absence from the Board.

(c) Their membership is terminated by a resolution of the Authority.

(d) If the member becomes bankrupt, or deceased.

5. APPOINTMENT OF MEMBERS

(a) The appointment or re-appointment of a member may be made so as to take effect from a future date.

(b) The nomination of a member shall be by notice in writing to the Secretary.

(c) Notwithstanding Rule 2 of this Schedule, the Authority in consultation with the Chairman of the Board shall have the power to fill casual vacancies.

6. THE CHAIRMAN

(a) The Chairman shall be a person who has not had any previous direct connection with the advertising industry or media.

(b) The Authority may appoint a Deputy Chairman, meeting the same qualifications as the Chairman, who will perform all the functions of the Chairman when the Chairman is absent from New Zealand, or is incapacitated by illness, or when the office of Chairman is vacant and shall be entitled to be paid an amount as agreed between that person and the Authority.

(c) The Chairman shall attend meetings of the Authority as and when required.

7. POWERS OF THE BOARD

(a) Subject to approval by the Authority, the Board is empowered to do such things and to take such action for the furtherance and attainment of the objects of the Board as the Board may decide.

(b) Without prejudice to the generality of the preceding sub-paragraph of this clause the Board may exercise the following specific powers:

(i) To receive complaints about advertisements and commercials published and/or broadcast in New Zealand which may be in breach of the Codes of Advertising Practice.

(ii) To determine complaints received by it pursuant to sub-paragraph (i) above by adjudication, either with the attendance of parties or without the attendance of parties.

(iii) To determine in its sole discretion which method of complaint determination shall be used in a particular case.

(iv) To accept in its discretion appointment to act as arbitrator or mediator in relation to disputes referred to it by parties involved in disputes in relation to advertisements or commercials published or broadcast in New Zealand.

(v) To determine procedures for the conduct of particular adjudications, arbitrations or mediations subject to the provisions of clause 8(a) of these Rules.

(vi) To make public statements reporting the outcome of the Board's consideration of any complaint, or where appropriate, arbitration or mediation.

(vii) To appoint Panels consisting of members and/or non-members for the purpose of conducting adjudications with attendance of parties, arbitrations or mediations.

(c) To delegate to the Chairman of the Board (or his/her nominee) either generally or specifically in respect of a particular complaint or reference, any power or powers referred to in sub-paragraph (b) above.

(d) To delegate to the Chairman or his/her nominee such other powers of the Board as the Authority may approve.

8. PROCEDURES

(a) The Board or any Panel appointed by or on behalf of the Board shall determine complaints in accordance with the procedures approved by the Authority and set out in the Second Schedule to the principal Rules.

(b) The Board or any such Panel may meet for the discharge of business, adjourn and otherwise regulate its meetings as it thinks fit.

(c) Questions arising at any meeting of the Board or any such Panel shall be decided by a majority of votes.

(d) Members of the Board or any such Panel shall be entitled to cast one vote.

(e) In case of an equality of votes, the Chairman of the meeting shall have a casting vote.

(f) Board meetings shall be convened as follows:

(i) A full Board meeting in which all members of the Board have been given notice of meeting and are entitled to attend. Such meetings shall be called at the discretion of the Chairman provided always that four such meetings are called in any one calendar year.

(ii) In addition to the full Board meetings the Chairman may call other meetings to consist of members nominated by the Chairman, provided always that the provisions of Clause 8(f)(iii) are observed. All business dealt with under the provisions of this Clause shall be reported to all Board members at the next meeting of the full Board.

(iii) The quorum for any meeting of the Board shall be four (4) members, at least two of whom shall be appointed pursuant to Clause 2(b).

(g) A special meeting of the Board shall be convened by the Secretary on the requisition in writing of not less than four (4) members.

(h) The Chairman, when present, and in his/her absence the Deputy Chairman, shall preside at all meetings of the Board or any of its committees.

9. NOTICES

(a) Notice of meetings shall be sent to members of the Board at the addresses given by them to the Secretary. Not less than seven (7) days notice shall be given in writing of any meeting of the Board, unless members agreed to accept shorter notice.

(b) Accidental omission to notify persons entitled to receive notices of meeting, or non-receipt by any of them of such notices shall not invalidate the proceedings of the meeting to which the notice relates.

10. OBSERVER

The Chairman of the Authority or his/her nominee plus one other nominee shall be entitled to attend as an observers at any meeting of the Board or Panel appointed by or on behalf of the Board. Further persons may be invited to attend any meeting of the Board or Panel as observers upon the invitation of the Chairman and the approval of the Chairman of the Authority. Observers shall not be entitled to vote.

SECOND SCHEDULE

ADVERTISING STANDARDS COMPLAINTS BOARD COMPLAINTS PROCEDURES

1. COMPLAINTS

(a) All complaints shall be in writing and shall bear the signature and address of the complainant. Where the complaint involves a print advertisement a copy of the advertisement should be included and the name of the publication and date provided. Where the complaint involves a radio or television advertisement the appropriate time, date and station should be specified.

(b) The Board shall determine at its sole discretion whether the complaint shall be accepted or not.

(c) If a complaint is accepted the Board shall determine whether the complaint is to be determined by way of adjudication with attendance of parties, or without attendance of parties.

(d) If a complaint is not accepted the complainant and the Authority shall be advised in writing of the Decision and the reasons for the Decision.

2. COMPLAINT RESOLUTION BY ADJUDICATION WITHOUT ANTENDANCE OF PARTIES

Once a complaint has been accepted for determination by adjudication without the attendance of parties:

(a) The complainant shall be advised in writing.

(b) The complainant shall in writing waive the right to take or continue proceedings against the advertiser, publisher or broadcaster concerned.

(c) The Board Secretary shall write to all parties concerned with the complaint, i.e. the complainant, the advertiser, the advertising agency (if applicable), the publisher and/or broadcaster and to any other party or parties that the Chairman may decide will assist the Board in its deliberations seeking opinions and comments on the complaint or responses in justification of or opposition to the advertisement.

(d) If the advertisement or commercial has been approved by an approvals body, i.e. the Newspaper Publishers' Association, the Television Commercial Approvals Bureau, or the Radio Broadcasters' Association, the Secretary shall write to the approvals body or bodies concerned with full details of the complaint seeking opinions from the approvals body or bodies.

(e) On receipt of comments and opinions, the Secretary shall place before the Board full details of the complaint, the advertisement (whether by print, video, audio or script), and the comments and opinions for determination by the Board in meeting. No party shall be entitled to attend the meeting

3. COMPLAINT RESOLUTION BY ADJUDICATION WITH ATTENDANCE OF PARTIES

Where a complaint has been accepted for determination by adjudication with the attendance of parties:

(a) The procedure referred to in the preceding Rule 2 shall apply, and,

(i) The parties referred to in Rules 2(c) and 2(d) above shall be invited to attend the hearing and present submissions.

(ii) No party invited to attend the hearing shall have the right to appeal any determination by the Board or Panel whether or not that party has accepted the invitation to attend.

(b) For the purposes of this Rule any reference to the Board in the preceding Rule 2 shall be deemed to include a Panel appointed by or on behalf of the Board.

4. DETERMINATION PROCEDURES

(a) In meeting the Board or Panel shall give due consideration to all material before it.

(b) If the determination is not unanimous, the Chairman shall call for a poll of members, the majority vote shall determine the complaint. Any decision of the Board or Panel shall be so determined.

(c) In the case of an even decision (which shall include the Chairman's vote) the Chairman shall have a casting vote. Any decision of the Board or Panel shall be so determined.

(d) Proceedings before the Board or Panel shall not be open to the public.

5. NOTIFICATION PROCEDURE

Once a complaint has been determined by adjudication whether with or without the attendance of parties then:

(a) The Secretary shall notify all interested parties - the publisher or broadcaster concerned; the advertiser and its advertising agency, the appropriate approvals body or bodies and the complainant, of the Board's or Panel's decision either orally, by facsimile or letter as soon as is practical and within 48 hours (two working days) following the Board's meeting.

(b) Reasons for a determination by the Board or Panel shall not be given except by direction of the Chairman of the Complaints Board.

(c) No person shall give any information to the media or media representatives for publication or broadcast unless so directed by the Chairman of the Complaints Board.

(d) The Chairman of the Complaints Board may give information on decisions of the Board or Panel to the media or media representatives for publication or broadcast provided that this information has first been conveyed to all interested parties to the complaint.

6. APPEAL

(a) Any interested party, to a complaint which has been adjudicated on without the attendance of parties may appeal the Complaints Board's decision. The request for an appeal shall be made in writing to the Secretary within 14 days of receipt of the Complaints Board's written decision. The Complaints Board Chairman shall decide whether to place the matter before the Appeal Board upon any of the following grounds:

(i) The proper procedures have not been followed.

(ii) There is new evidence of sufficient substance to affect the decision.

(iii) Evidence provided to the Complaints Board has been misinterpreted to the extent that it has affected the decision.

(iv) The decision is against the weight of evidence.

(v) It is in the interests of natural justice that the matter be reheard.

If the Chairman orders an appeal it will be referred to the Appeal Board. The Chairman may at his own discretion order a rehearing by the Complaints Board but this does not preclude an Appeal from the rehearing. Pending determination of the appeal or rehearing the Chairman of the Complaints Board may suspend the previous decision.

(b) Any interested party to a complaint may appeal any ruling of the Chairman of the Complaints Board to the Chairman of the Appeal Board. The request for an appeal shall be made in writing to the Secretary within 14 days of receipt of the ruling of the Chairman of the Complaints Board.

The appeal can be on any of the following grounds:

(i) The proper procedures have not been followed.

(ii) There is new evidence of sufficient substance to affect the ruling.

(iii) Evidence provided to the Chairman of the Complaints Board has been misinterpreted to the extent that it has affected the ruling.

(iv) The ruling is against the weight of evidence.

(v) It is in the interests of natural justice that the matter be reheard.

THIRD SCHEDULE

RULES OF THE ADVERTISING STANDARDS COMPLAINTS APPEAL BOARD

1. OBJECTS

The objects of the Advertising Standards Complaints Appeal Board are to determine appeals from decisions of the Advertising Standards Complaints Board arising from the adjudication of complaints without the attendance of parties.

2. MEMBERSHIP

Members shall be appointed by the Authority in accordance with the above mentioned Rule 12 and shall consist of:

(a) A Chairman who is a member of the public.

(b) One member of the public.

(c) One member representing the Authority.

3. TERM

(a) A member of the Board including the Chairman, shall hold office for three consecutive years from the date of appointment or for a lesser period by mutual agreement between the member, Chairman and the Authority.

(b) A retiring member shall, if satisfying the requisite description, be eligible for re-appointment for further periods of three years or a lesser period by mutual agreement.

4. CESSATION OF MEMBERSHIP

A member shall cease to be a member of the Board if:

(a) They resign by letter in writing to the Chairman.

(b) Are absent from three consecutive meetings of the Board without leave of absence from the Board.

(c) Their membership is terminated by a resolution of the Authority.

(d) The member becomes bankrupt or deceased.

5. APPOINTMENT OF MEMBERS

(a) The appointment or reappointment of a member may be made so as to take effect from a future date.

(b) The nomination of the member shall be by notice in writing to the Secretary.

(c) Pursuant to Rule 2 of this Schedule, the Authority in consultation of the Chairman of the Board has the full power to fill casual vacancies.

6. THE CHAIRMAN

(a) The Chairman shall be a person who has not had any previous direct connection with the advertising industry or media. Subject to the agreement of the Authority, the Chairman shall be appointed by the Authority for three consecutive years and on such terms as shall be agreed between that person and the Authority.

(b) Where the Chairman is absent from New Zealand, or is incapacitated by illness, or where the office of Chairman is vacant, the Authority may appoint an Acting Chairman, meeting the same qualifications as the Chairman, who shall perform all the functions of the Chairman, and shall be entitled to be paid an amount as agreed between the person and the Authority.

7. POWERS OF THE BOARD

(a) The Board shall receive appeals from Decisions of the Advertising Standards Complaints Board on adjudications without attendance of parties and shall adjudicate on such appeals and shall inform the Authority the result of its adjudications.

(b) The Chairman may make public statements reporting the outcome of the Board's consideration of any complaint.

8. PROCEDURES

(a) The Board shall conduct appeals in accordance with procedures approved by the Authority and set out in the Fourth Schedule to the principal Rules.

(b) The Board shall meet for the discharge of business, adjourn and otherwise regulate its meetings as it thinks fit.

(c) Questions arising at any meeting of the Board shall be decided by a majority of votes.

(d) Members shall be entitled to cast one vote.

(e) In case of equality of votes, the Chairman of the meeting shall have a casting vote.

(f) All meetings shall be convened as follows:

i. A full Board meeting in which all members of the Board have been given notice of meeting and are entitled to attend. Such meetings shall be called at the discretion of the Chairman.

ii. The quorum for any meeting of the Board shall be two members at least two of whom shall be appointed pursuant to Clause 2(a) and (b).

iii. The Chairman, when present, and in his absence the Acting Chairman, shall preside at all meetings of the Board.

9. NOTICES

(a) Notices of meeting shall be sent to members of the Board at the addresses given by them to the Secretary. Not less than seven (7) days notice shall be given in writing of any meeting of the Board, unless members agree to accept shorter notice.

(b) Accidental omission to notify the persons who are entitled to receive notices of meeting, or non receipt by any of them of such notices shall not invalidate the proceedings of the meeting to which the notice relates.

10. OBSERVER

The Chairman of the Authority or his/her nominee plus one other nominee shall be entitled to attend as an observer at any meeting of the Board. Further persons may be invited to attend any meeting of the Board as observers upon the invitation of the Chairman and the approval of the Chairman of the Authority. Observers shall not be entitled to vote.

FOURTH SCHEDULE

ADVERTISING STANDARDS COMPLAINTS APPEAL BOARD APPEAL PROCEDURES

1. ON RECEIPT OF AN APPEAL

(a) If the Chairman of the Advertising Standards Complaints Board orders an Appeal then the Secretary shall notify all parties to the complaint of the Chairman's Ruling and seek their opinions and comments on the Appeal or responses in justification or opposition to the advertisement.

(b) If the Chairman declines to order an Appeal and the Appellant wishes to appeal the Chairman's decision, then the Secretary shall refer the appeal to the Chairman of the Appeal Board. The Chairman of the Appeal Board shall then determine whether to accept the appeal in which event the matter will be placed before the Appeal Board, or to decline the application in which event the decision will be communicated to the Applicant and to the Chairman of the Complaints Board. The Chairman may at his own discretion order a rehearing by the Advertising Standards Complaints Board but this does not preclude an Appeal from that rehearing.

(c) On receipt of comments and opinions, the Secretary shall place before the Board the decision of the Complaints Board, full details of the complaint, the advertisement (whether by print, video, audio or script), the comments and opinions which were placed before the Complaints Board and further comments and opinions received from the parties to the complaint for determination by the Board in meeting. No party shall be entitled to attend the meeting.

2. DETERIMINATION PROCEDURES

(a) In meeting the Board should rehear the complaint and give due consideration to all material before it.

(b) If the determination is not unanimous, the Chairman shall call for a poll of members, the majority vote shall determine the complaint. Any decision of the Board shall be so determined.

(c) In the case of an even decision (which shall include the Chairman's vote) the Chairman shall have a casting vote.

(d) Proceedings before the Board are not open to the public.

3. NOTIFICATION PROCEDURE

(a) The Secretary shall notify all interested parties - the publisher or broadcaster concerned; the advertiser and its advertising agency; the appropriate approvals body or bodies and the complainant, of the Boards decision either orally, by a facsimile or letter as soon as is practical and within 48 hours (two working days) following the Board's meeting.

(b) Reasons for the determination by the Board shall not be given except by direction of the Chairman whether on application by an interested party or otherwise or when the Board in adjudication had promulgated reasons for its decision.

(c) Neither the Board members nor the Secretary shall give any information to the media or media representatives for publication or broadcast unless so directed by the Chairman.

(d) The Chairman shall give information on decisions of the Board, to the media or media representatives for publication or broadcast provided that this information has first been conveyed to all interested parties to the appeal.

FIFTH SCHEDULE

Membership of the Advertising Standards Authority

2006

Association of New Zealand Advertisers (Inc)
Communication Agencies Association of New Zealand (Inc)
Interactive Advertising Bureau of New Zealand Letterbox Media Association
Magazine Publishers' Association (Inc)
Newspaper Publishers' Association (Inc)
New Zealand Television Broadcasters Council
New Zealand Community Newspapers
New Zealand Cinema Advertising Council
New Zealand Marketing Association (Inc)
New Zealand Post Limited
Outdoor Advertising Association of New Zealand
Pay Television Group
Radio Broadcasters Association (Inc)

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