MEMBERSHIP

Membership Rules

The Divisional Board of the Association of Mortgage Intermediaries ("AMI") may from time to time and with the agreement of the Association of Independent Financial Advisers ("AIFA") Council make such rules as they may deem necessary or expedient for the proper conduct and management of AMI and for the purposes of prescribing conditions of membership and associateship ("Membership Rules").

These are the Membership Rules adopted by the Divisional Board of AMI ("Divisional Board") on 21st March 2003, and amended by the Divisional Board on 18 March 2004 with the approval of the AIFA Council.

AMI is a division of and owned by AIFA. Membership of AMI does not confer the liabilities or rights of membership of AIFA and vice versa.

Membership

Membership shall be open to all mortgage intermediaries who are not employed by a mortgage lender to advise exclusively on the products of that lender and to all mortgage advisory firms of whatever status. All applications for membership of AMI shall be made in writing in such form as the Divisional Board shall from time to time prescribe and shall be accompanied by such application fee as may be required by the Divisional Board from time to time. Applicants shall provide the Divisional Board with such information as the Divisional Board shall require in order to consider the application.

Persons admitted to membership of AMI shall be divided into the following categories:-

2.1 individual firms and firms with fewer than 5 financial advisers (local firms); or

2.2 firms with between 6 and 99 financial advisers (regional firms); or

2.3 firms with more than 100 financial advisers (national firms); or

2.4 network advisers (meaning advisers with 5 or more appointed representatives or whose appointed representatives (being fewer than 5) have between them, 26 or more financial advisers) whose appointed representatives have up to 1,000 financial advisers in aggregate (small network); or

2.5 network advisers (as defined above) whose appointed representatives have more than 1,000 financial advisers in aggregate (large networks).

Each member shall pay by way of entrance fee and annual subscription such amounts (if any) as may be determined from time to time by the Divisional Board in respect of each member and the Divisional Board shall be entitled in its absolute discretion to charge different amounts by way of entrance fees or subscriptions to different members. A member is not under any financial liability except for payment of the entrance fee and annual subscription.

The Divisional Board shall from time to time determine the times and manner for payment of subscriptions.

Unless otherwise determined by the Divisional Board applicants for membership shall pay their entrance fee and first subscription (if any) on election and they shall not become members until such entrance fee and first subscription (if any) have been paid.

If any member shall fail to pay any subscription within 21 days after being finally requested to do so, such person shall pending payment stand suspended from all rights and privileges of membership.

AMI shall be entitled to prevent the use of the name of AMI by any member or impose conditions or regulations on the use of the name of AMI on any member at any time and this power may be exercised by the Divisional Board with the agreement of the AIFA Council.

It shall be the duty of every member on request to give such relevant information as the Divisional Board may from time to time require in connection with that member's business.

Membership of AMI shall not be transferable and shall cease:-

9.1 at the expiration of not less than 3 months' notice in writing of resignation from membership given by a member to AMI. Any such notice once given may not be withdrawn without consent of the Director General of AIFA or the Chairman for the time being; or

9.2 where a Member's subscription shall not have been paid within 3 months of the renewal date for which the subscription is due and the Divisional Board does not otherwise decide before the expiration of such period;

9.3 on the death of a member or upon a member being wound up or dissolved; or

9.4 where the Divisional Board resolves to terminate a person's membership as it considers that the member has breached these Membership Rules or that the actual anticipated or proposed conduct of the member has or could bring the name of AMI into disrepute or otherwise damage its interests or that the member concerned ceases to be qualified to hold such membership provided that the member or associate concerned has been given an opportunity to speak on his own behalf to the Divisional Board; or

9.5 on AMI being wound up or dissolved.

Associates

The Divisional Board may admit persons interested in the provision of mortgage advice, broking or intermediation but not qualified to be members to be associates of AMI provided that such persons shall not by virtue of being associates be members of AMI and that their rights (if any) shall not include a right to vote in elections.

Affiliates

The Divisional Board may admit persons interested in the provision of services to the mortgage intermediation community provided that such persons shall not by virtue of being associates be members of AMI and that their rights (if any) shall not include a right to vote in elections.

Divisional Board

The members of the Divisional Board shall be as follows:-

12.1 2 persons representing local firms shall be elected by a ballot of local adviser members;

12.2 2 persons representing regional firms shall be elected by a ballot of regional adviser members;

12.3 2 persons representing national firms shall be elected by a ballot of national adviser members;

12.4 2 persons representing small networks shall be elected by a ballot of small network members;

12.5 2 persons representing large networks shall be elected by a ballot of large network members;

12.6 up to three co-opted persons and a packager representative appointed by the Divisional Board with the agreement of the AIFA Council; and

12.7 the Director of AMI

12.8 the Director General of AIFA.

No person who is not a member of AMI and does not hold office or employment in a member shall in any circumstances be eligible to hold office as a member of the Divisional Board save as a co-opted member or as a packager representative or as Director General of AIFA.

The Divisional Board may subject to the approval of the AIFA Council from time to time and at any time appoint any person as a member of the Board to fill a casual vacancy. Any person so appointed (other than co-opted members, the packager representative and the Director General of AIFA) shall retain his office only until the next election to the Divisional Board, but he shall then be eligible for re election and such period of office shall not count for the purposes of any maximum period for which office may be held.

The Divisional Board shall elect one of its members to hold office as Chairman for the year following. No person may hold the office of Chairman for more than two consecutive years. If the Chairman resigns or ceases to be a member of the Divisional Board, the Divisional Board shall have power to elect a replacement to serve for the remainder of the term, which period of office shall not count for the purposes of the maximum period for which that office may be held.

The office of a member of the Divisional Board shall be vacated:-

16.1 if he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

16.2 if he is, or may be, suffering from mental disorder and either -

16.2.1 he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or

16.2.2 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or

16.3 if, being a member, he ceases to be a member of AMI; or

16.4 if he ceases to hold office or be employed in the corporation, firm or organisation of which he was an office holder or employee at the time of his appointment; or

16.5 if he resigns his office by notice in writing to AMI.

Election of the Divisional Board

In elections to the Divisional Board members shall have one vote for each of their registered individuals or approved persons as notified to AMI for the purposes of the calculation of that member's membership subscription last paid prior to the closing date for nominations for the elections.

AMI shall not less than 2 months before the election of members of the Divisional Board issue (in writing or by e-mail or by publication of a notice in trade publication or otherwise as the Divisional Board may decide) a notice of the vacancies in the Divisional Board seeking nominations for election. If there are not vacancies representing all categories of members AMI 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 Divisional Board so decides, be accompanied by nomination papers in a form approved by the Divisional Board. Members shall be given not less than 1 month to return nominations.

Nominees must be members of AMI in good standing and in the membership category that the appointment to the Divisional Board is to represent. Nominations must be supported by not less than 2 members of AMI in good standing from the relevant category.

The postal ballots for the election of members of Divisional Board shall be conducted in such manner as the Divisional Board may from time to time direct and until the Divisional Board shall otherwise direct:-

20.1 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 AMI;

20.2 the ballot papers shall be counted and tabulated by the auditors or any other returning officer appointed by the Divisional Board;

20.3 the result of the ballot shall be announced on such date and in such manner as the Divisional Board shall decide and elected members shall take office at the time of such announcement or such other time as the Divisional Board may decide; and

20.4 in the event of 2 or more nominated candidates receiving the same number of votes, the Chairman of the Divisional Board shall have a casting vote to determine which of such candidates shall be elected.

Members of Divisional Board are not permitted to appoint alternate members of Divisional Board.

Interpretation

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