15Directors’ powers with respect to AMP membership

#### 15 Directors’ powers with respect to AMP membership 15 Directors’ powers with respect to AMP membership > > (1) Subject to subsection (3), the directors of AMP may, for the purposes of or in connection with a proposal to convert AMP to a company limited by shares, by resolution— > > > > > (a) determine that, after a time not earlier than 5 pm on 11 December 1996, no new memberships of AMP will be taken to have arisen, and that any memberships of AMP that have arisen after that time are extinguished, and > > > > > (b) determine to vary or revoke a determination under paragraph (a), and > > > > > (c) make one or more further determinations under paragraph (a) or (b). > > > (2) A determination under subsection (1) is valid and effective for all purposes as from the time when the resolution was passed, despite any provision in the By-laws. > > > (3) The directors of AMP may, for the purpose of or in connection with a proposal to convert AMP to a company limited by shares, by resolution— > > > > > (a) make rules dealing with— > > > > > > > (i) circumstances in which membership of AMP will continue or will arise despite a determination under subsection (1), and > > > > > > > (ii) exceptions to a determination under subsection (1), and > > > > > > > (iii) circumstances in which membership of AMP will continue despite the happening of some event that would or might otherwise terminate membership, whether the event occurs before or after the making of the rule, and > > > > > (b) authorise officers of AMP to make decisions applying any such rules to particular cases or classes of cases, and > > > > > (c) add to, vary, repeal or substitute any such rules. > > > (4) A decision made by an officer of AMP in accordance with rules applying under subsection (3) is valid and effective for all purposes, despite any provision in the By-laws. > > > (5) The directors of AMP must ensure that a copy of a resolution made by them under subsection (1) or (3)— > > > > > (a) is promptly published by newspaper advertisement in the manner required under the By-laws for publication of notice of a general meeting, and > > > > > (b) is promptly provided to a member or former member who makes a written request for it to the Secretary of AMP, > > > > but any failure to comply with these requirements does not affect the validity of the resolution or anything done pursuant to it. > > > (6) If AMP does not convert to a company limited by shares on or before the termination date (as referred to in subsection (7))— > > > > > (a) all determinations under subsection (1) are revoked, and > > > > > (b) all rules under subsection (3) are rescinded, and > > > > > (c) any person who would have continued or become a member of AMP but for the determination or rule is a member of AMP with effect from the time when membership of AMP would have commenced, > > > > but nothing in this subsection affects the validity of anything done by AMP (including any resolution of members) before the termination date. > > > (7) For the purposes of this section, the termination date is 30 June 1998 or such later date as may be prescribed by the regulations.