RULES OF THE SIMMENTAL CATTLE BREEDERS’ SOCIETY OF NEW ZEALAND INCORPORATED
As of 15.03.10
The name of the Society is ‘THE SIMMENTAL CATTLE BREEDERS SOCIETY OF NEW ZEALAND INCORPORATED’.
These Rules shall be construed with reference to the Incorporated Societies Act 1908 and its amendments and any regulations made thereunder and the terms used in these Rules shall, except where otherwise herein expressly stated, be taken as having the same respective meanings as they have when used in the Act.
In the interpretation of these Rules, except where inconsistent with the context, the following words shall have the meaning hereby given to them:
SOCIETY - shall mean The Simmental Cattle Breeders’ Society of New Zealand Incorporated.
HERD - shall mean one or more registered animals.
HERD BOOK - shall mean the official Herd Book of the Society.
REGISTER - shall mean any section or sections into which the Herd Book may be divided as defined in Rule 9.
REGISTERED HERD - shall mean any herd registered with the Society.
HERD OWNER - shall mean the owner of a herd registered with the Society.
ORDINARY MEMBER - shall mean a Member admitted by the Council to membership in pursuance of Rule 6.
VOTING MEMBER - shall mean a Member entitled to a vote at any General Meeting.
GENERAL MEETING - shall mean any Annual General Meeting and/or any Special General Meeting.
Words importing the singular number only shall include the plural and vice versa and the masculine gender shall be deemed to include the feminine and neuter genders.
The decision of the Council as to the interpretation of these Rules or upon any matter pertaining to the Society, its property or interests, shall be conclusive and binding unless revoked by the Society in General Meeting.
3. REGISTERED OFFICE
The registered office of the Society shall be at such places as the Council shall determine from time to time.
The objects for which the Society is established are:
WE WILL MEET THE NEEDS OF THE NEW ZEALAND BEEF INDUSTRY BY SUPPLYING QUALITY AND PERFORMANCE ASSURED SIMMENTAL GENETICS FOCUSED ON CUSTOMER EXPECTATIONS.
The following points are fundamental to the existence and future direction of Simmental NZ and its membership.
a) WE WILL MEET THE NEEDS OF THE NEW ZEALAND BEEF INDUSTRY BY SUPPLYING QUALITY AND PERFORMANCE ASSURED SIMMENTAL GENETICS FOCUSED ON CUSTOMER EXPECTATIONS.
b) Through the employment of the available technologies and methods we will endeavour to establish a framework resulting in the realisation of sustainable future incomes for all our Simmental members.
c) Through the formation of partnerships and the utilisation of “quality assurance” and traceability methodology we will endeavour to link all production links from conception through to consumption with the aim of presenting our end consumer a product that is consistent in eating quality and food safety.
d) To lead promote and facilitate a performance based incentive return for all commercial cattlemen within the NZ Beef Industry.
e) To continue to set direction for our members promotional needs in order that they will be able to respond in a timely fashion to the market’s requirements.
f) To provide an array of appropriate and relevant services for the benefit of members.
g) To publish on Internet Solutions information concerning registered herds and to publish on the SNZ website or by any other means information likely to advance the interests of the breeding of cattle and the interests of the Society.
h) To promote and organise a National Sale subject to and upon such conditions as the Council may think fit.
i) To appoint suitable persons to judge, lecture on, demonstrate or inspect Simmental or other cattle.
j) To collaborate with and enter into any arrangements with any breed society, agricultural and pastoral society, government department, public authority, university or other place of learning, or any society or organisation considered by the Council to be likely to advance the interest and welfare of the Society.
5. CLASSES OF MEMBERSHIP
a) Breeding Members
Any person admitted to membership by the Council in accordance with Rule 6.
b) Associate Members
Any person may be admitted to associate membership by the Council on such conditions as it may from time to time decide
c) Honorary Members
Honorary Membership may be granted at the discretion of the Council.
d) Honorary Life Members
The Society may in General Meeting resolve that any person who, in the opinion of the Council, has given distinguished service to the Society or to the cattle industry shall be elected as an Honorary Life Member of the Society provided always that no person shall be elected as an Honorary Life Member unless the Council has recommended to the Society in General meeting that such person be so elected.
e) Junior Members
Any person to the age of twenty five years may be admitted to Junior Membership by the Council on such conditions as it may from time to time decide. Such a member will cease to be a Junior Member on attaining the age of twenty-five years.
6. APPLICATION FOR BREEDING MEMBERSHIP
(a) Application for breeding membership shall be in writing on the prescribed form signed by the applicant and shall be lodged with the Secretary together with the application fee (if any) from time to time prescribed by the Council.
(b) Applications shall be examined by the Council which may, in its absolute discretion, approve or decline the application.
(c) If an application is declined the applicant shall be advised as soon as practicable by the Secretary and the application fee (if any) shall be refunded to the applicant but no reason for the declining of the application need be given.
(d) If an application is accepted the applicant shall be advised as soon as practicable by the Secretary and the applicant shall thereupon immediately pay the appropriate subscription and thereupon be enrolled as an ordinary member.
7. REGISTER OF MEMBERS
A Register of Members shall be kept by the Secretary and shall contain such details as may be prescribed from time to time by the Council. The Register shall be kept up-to-date at all times and Members shall communicate to the Secretary any change of such member’s name or address as soon as practicable.
8. CESSATION OF MEMBERSHIP
Any Member may at any time resign from the Society by giving notice in writing to this effect to the Secretary and such notice shall take effect from the date of receipt thereof but shall not release the Member from payment of services rendered. The current subscription owing may be waived.
1. Any Member who shall fail to observe the rules of the Society or whose conduct in any respect is, in the opinion of the Council, derogatory or prejudicial to the Society may be expelled from membership of the Society by a resolution of the Council without stating its reasons for such expulsion, but such expulsion shall not free him from any arrears of subscriptions or levies due provided that such member shall upon giving to the Secretary written notice of his intention to appeal within one calendar month of written notification of such expulsion being sent to him at his last known address be entitled to appeal to the Society in General Meeting of the Society against the decision of the Council and be heard in defence of his case and the decision of such General Meeting shall be final and conclusive.
Member appealing against expulsion may be represented by legal counsel. Upon receipt by the Secretary of a written notice of appeal as herein before proved the Council shall direct the Secretary to call a Special General Meeting and the Secretary shall give notice to all Members and the reason for calling the same, at least seven (7) clear days before the date of the said Special General Meeting provided that no motion or resolution relating to or concerning the expulsion of any Members shall be carried at any Special General Meeting unless the same shall be passed by a majority of two-thirds of the Members present and entitled to vote.
2. Any Member whose subscription or levy remains unpaid for one year after the due date or who is in debt to the Society for more than one year may be expelled from membership by resolution of the Council, but such expulsion shall not release the Member from payment of his subscriptions or levies due.
9. REGISTRATION OF HERD OWNERS AND HERDS
(a) The Society shall maintain a register of Registered Herds and Herd Owners shall register therein such particulars concerning Registered Herds and Herd Owners as the Council shall require.
(b) Any person wishing to register a herd with the Society shall register the herd in the manner set out in the Society’s Regulations.
(c) If a registered herd is owned by a partnership, estate, trust or corporate body, the name of the partnership, estate, trust or corporate body may be recorded in the Register as the Herd Owner instead of the names of the partners, trustees, or members of the corporate body, and the owners of such herd or herds shall notify the Secretary in writing of the name and address of one person nominated by the partnership, estate, trustees or corporate body as its representative to attend and vote on its behalf at meetings of the Society, such appointment to be approved by the Council, and such partnership, estate, trust or corporate body may give notice in writing of the termination of the appointment of the person so nominated and may nominate another person to act in his place.
(d) On the death of a Herd Owner his personal representative shall be deemed to have become and shall be the owner of his registered herd and a Member in his stead and as such Herd Owner and Member the personal representative shall have all the rights and assume all the responsibility of a Herd Owner and Member.
(e) If a Herd Owner resigns, his herd shall no longer be deemed to be registered with the Society and its registration shall be cancelled.
If any inaccuracy be discovered relating to any entry or any incompleteness in the records of any Registered Herd owner the Council shall have the power to revoke the registration of such herd. Should it at any time be found that any entry is based on fraudulent statements or history the Council shall have the same power of revocation, or if any Member of the Society shall on the sale or attempted sale or disposal by him of any cattle fraudulently represented that the cattle are or form part of a Registered Herd, or shall do any other fraudulent act in connection with the sale or disposal of such cattle, the Council shall have power to deal with the matter and to expel from the Society such Member on its being proved to its satisfaction that such member has been guilty of such misrepresentations or any other fraudulent act as in the opinion of the Council merits expulsion and it shall be lawful for the Council to expend any of the funds of the Society in taking proceedings against such Member in respect of any such misrepresentations or other fraudulent act, and any Member so accused may be represented by legal counsel.
10. VOTING RIGHTS OF MEMBERS
(a) Each Herd Owner admitted under Rule 6 and registered under Rule 9 shall have one vote for each herd of which he is registered owner at any General Meeting of the Society.
(b) Each Ordinary Member admitted under Rule 6 who is not a herd owner and each Honorary Life Member shall have one vote at any General Meeting of the Society.
(c) Associate, Junior, Simbeef and Honorary Members shall not be entitled to voting rights, but may attend and speak at General Meetings.
(d) Voting at General Meetings shall be by a show of hands or by secret ballot and each Member shall be entitled to vote only on appearing in person or by his representative as provided in Rule 9 (c) and 10 (e)
(e) Any Member entitled to vote may advise the Secretary in writing of any person who he has nominated to attend any specified Special or General Meeting of the Society and to vote on his behalf. Such written advice must be lodged with the Secretary forty-eight (48) hours before the commencement of the specified Special or General Meeting of the Society.
(f) In the event of three ‘tied’ votes the Chairman may exercise a casting vote.
(g) In the case of the equality of votes whether on a show of hands or by secret ballot, the Chairman of the Meeting at which the show of hands takes place or at which the secret ballot is held, should be entitled to a second or casting vote.
The Council shall have the power from time to time to fix and collect subscriptions, pre-list female fees and other payments required to be paid by members. Honorary and Honorary Life Members are not however required to pay subscription fees.
12. GENERAL MEETINGS
(a) The Annual General Meeting of the Society shall be held within six months of the end of each financial year at a time and place to be fixed by the Council and written notice calling the meeting shall be served on all Members at their last known places address at least ten (10) clear days before the date fixed for the Meeting.
(b) The business of the meeting shall be to receive the Annual Report and Balance Sheet for the preceding financial year, to elect an auditor whose remuneration for the ensuing year shall be fixed by the Council and to transact any other general business.
(c) A Special General Meeting may be convened at any time by the Council or shall be convened by the Council on a written requisition specifying the business to be considered signed by at least sixteen (16) Voting Members.
(d) Written notice calling a Special General Meeting shall be served on all Members by notice in writing sent to their last known address not less than twenty-one (21) clear days before the day for which such meeting is called.
(e) A quorum for an Annual General Meeting shall be eight (8) Voting Members and for a Special General Meeting the quorum shall be sixteen (16) Voting Members.
(f) All resolutions of the Society in General Meeting in accordance with these rules shall be binding on all Members whether or not they are present at the Meeting and a declaration by the Chairman of the Meeting that a resolution has been carried or lost together with an entry in the Minute Book of the Society shall be conclusive evidence of that fact.
(g) In the event of any irregularity in the convening or holding of any Special or General Meeting of the Society or in any Election or other proceedings at or ancillary to any such meetings and the same shall not be noticed and objected to at the time all proceedings at such meeting shall be of the same force and validity as if no such irregularity has occurred but if any irregularities as aforesaid shall be noticed and objected to, the Meeting shall decide thereon and such decision shall be final and conclusive.
(a)The management of the business of the Society shall be vested in a council consisting of six Members, each elected in pursuance of the provision of Rule 14 thereof.
(b)The Council may exercise all the powers of the Society which are not required by law or by these rules to be exercised by the Society in General Meeting, and the Council’s power and duties shall include the following powers and duties:
1. To determine by-laws or regulations for the conduct of any business of the Society and any other matters affecting the general conduct of the Members of the Society.
2. To control the use of the Common Seal of the Society which shall not be affixed to any document without a duly recorded resolution in the Minutes by a majority decision of not less than five Members of the Council and the Common Seal shall be affixed only in the presence of the President or the Vice President, the Secretary and one other Council Member.
3. To control the funds of the Society and maintain an account at a trading bank in the name of the Society.
4. To demand payment of all subscriptions, levies or other monies due to the Society and to grant any rights and privileges to Members.
5. To draw, make, accept, endorse, discount, execute, issue and negotiate cheques, promissory notes, bills of exchange, bills of lading, warrants and other instruments which it may deem necessary for the carrying out of the objects of the Society.
6. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts of money paid to the Society shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such a manner as the Council from time to time by resolution may determine.
7. To invest any of the funds of the Society not required for the immediate purposes of the Society in such securities as are authorised by law for the investment of trust funds, or placed on deposit with any Bank, Municipal Authority, Building Society, or other Monetary Institution as the Council shall approve.
8. To borrow money, upon or without security, which it may deem necessary for the carrying out of the objects of the Society.
9. To appoint, engage, control and dismiss a Secretary and other such paid official and servants as the Society may require upon such terms and conditions both as to salary and otherwise as may be necessary to effect the purposes of the Society.
10. To purchase or acquire for the Society any real or personal property or any rights or privileges at such price and generally upon such terms and conditions as it thinks fit, and to give and execute mortgages over the lands and chattels purchased or acquired for the purchase monies or any part thereof upon such terms and conditions as the Council shall think fit.
11. To purchase, construct and maintain buildings, fences, machinery and other works as it may consider necessary for the use of the Society and to lease or accept leases of any lands, easements or tenements, and to purchase, let or see lands or any interest therein upon such terms and for such rental as it shall think fit provided that no lands shall be sold or purchased without the approval by resolution of the Society in Annual or Special General Meeting.
12. To enter into all negotiations, contracts and agreements in the name and on behalf of the Society as it may consider expedient for the purposes of the Society provided that such negotiations, contracts and agreements are not in conflict with the objects of the Society.
14. ELECTION OF COUNCILLORS
(a) Each year the Secretary shall serve a notice on all Voting Members notifying them of the date of the Election of Councillors and the number of vacancies to be filled and inviting nominations of Voting Members to serve on the Council. Such notice will be despatched one calendar month before the date set for closure of nominations. The term of office of an elected Councillor subject to the provision of Clauses 14 (m) and (n) shall be three years, and will expire at the conclusion of the formal business at the Annual General Meeting in his third year of Office. Councillors so retired shall be eligible for re-election.
(b) The Council shall fix the date of the election which shall not be less than one calendar month before the date of the Annual General Meeting of Members.
(c) Nominations of candidates for election to the Council shall be in writing on a form approved by the Council and shall be signed by two Voting Members and by the candidate.
(d) No nomination shall be valid unless it is delivered to the Society Office thirty-five clear days before the day set for the election.
(e) If more nominations are received than there are vacancies, a postal ballot shall be conducted by the Secretary.
(f) If a postal ballot is required the Secretary shall serve on all Voting Members at least twenty one clear days before the day of the election a voting paper setting out the names of all candidates for election.
(g) The voting paper shall be completed in a manner prescribed thereon, and shall be invalid if a Voting Member votes for more than the number of candidates required to fill the vacancies on the Council.
(h) Voting papers shall be returned to the Secretary not later than noon on the election day.
(i) The Council shall appoint two scrutineers to inspect and count the votes and report to the Secretary.
(j) For the purpose of election a candidate gaining more votes than another candidate shall take precedence over the candidate gaining few votes.
(k) If two or more candidates for the one position gain the same number of votes the candidate to take office shall be determined by lot to be conducted by the Secretary.
(l) If insufficient nominations are received to fill all the vacancies on the Council, the Council may fill the vacancies by nominating a Voting Member or Voting Members to the vacancy or vacancies.
(m) A casual vacancy may be filled by appointment of a Voting Member at the absolute discretion of the Council, or by by-election, such Member to hold office for the remainder of the term of office of the Council Member he replaces.
(n) The Council may at any time co-opt not more than one person who shall have all the powers and duties of a Councillor. a person co-opted under this rule shall hold office for such period as the Council may determine but in any case his appointment shall be reviewed at the end of each successive year.
(o) A Councillor shall cease to hold office if he shall:
1. Cease to be a Member of the Society, or
2. By notice in writing to the Secretary resign his office.
15. COUNCIL MEETINGS
(a) The Council shall hold an Annual Meeting at which it shall elect by secret ballot from among its Members a Chairman and a Vice-Chairman. Should a vacancy occur in the office of Chairman it shall be filled by the Vice-Chairman for the remainder of the year. A vacancy in the office of Vice-Chairman shall be filled by decision of the Council.
(b) Any Member of the Council absent from three consecutive meetings of the Council without leave of absence being applied for and granted shall be deemed to have ceased to hold office as Councillor.
(c) The Chairman or Vice-Chairman or any three Members of the Council or the Secretary may at any time call a meeting of the Council.
(d) The Secretary shall convene a Special Meeting of the Council on the written requisition of ten (10) or more Voting Members who specify in the requisition the business to be conducted by such Special Meeting.
(e) No Special Meeting of the Council shall be held unless written notice convening such meeting shall have been served on all Councillors at least ten (10) clear days before the day of such meeting. The notice shall specify the business to be considered as such meeting.
(f) A quorum for a meeting of the Council shall be four Councillors present in person.
(g) A resolution in writing signed by and agreed to by not less than five (5) Members for the time being of the Council who are entitled to receive a notice of a meeting of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council or of the Committee.
16. COUNCIL COMMITTEES
(a) The Council may delegate all or any of its power and duties to an Executive Committee of the Council and may fix the number of Members of such Executive Committee and the quorum for meetings of the Executive Committee. The Council shall have the power to make such rules as it thinks fit for the conduct of the Executive Committee of the Council.
(b) The Council may appoint such Committees consisting of any two or more Members for such purposes as the Council may from time to time think fit and may co-opt any person or persons to any committee and each such Committee shall carry out such functions and exercise such powers as the Council may prescribe provided that the Council may at any time revoke any appointment or any authority so made or given and may disband any Committee by notice to that effect.
The Council shall appoint a Secretary to the Society and shall fix his salary and prescribe the duties to be performed by him. A Secretary so appointed may be removed at any time by the Council.
(a) The Council may appoint inspectors who shall inspect and report on herds of cattle when instructed to do so by the Council.
(b) The Council may cause a Member’s Herd to be inspected with power to order the removal or down-grading from within the herd of any cattle which they consider for any reason to be unfit to remain or retain its status in the Registered Herd. Cattle thus removed may be marked with a cull mark and cattle down-graded recorded in the Society Register in a form to be determined by the Council.
(c) Any order for the removal or down-grading as aforesaid shall be in writing and shall be signed by all the inspectors inspecting the registered herd of the Member concerned and such order shall be served on the said Member in accordance with the provisions of Rule 19.
(d) Any Member who has been served with such a notice as aforesaid may appeal to the Council against such order for removal by depositing a written notice of his appeal at the Registered Office of the Society within twenty-eight (28) days of being served with the said order for removal.
(e) The Secretary of the Society shall forthwith on receipt of such notice of appeal convene a Meeting of the Council to consider such appeal. Any Member so appealing shall be entitled to attend such Meeting of the Council and put his case to the Council and may be represented by legal counsel. The decision of the Council expressed by way of resolution shall be final.
(f) Any inspector appointed by the Council shall have the power to ask any Member to produce to him for inspection any record required to be kept by that Member in pursuance of these rules or of any regulation made thereunder.
(g) A Member shall permit a duly authorised inspector to inspect his herd and shall on demand produce to any authorised inspector for inspection any record required to be kept by him as aforesaid.
(h) The Council shall have power to revoke the registration of the Registered Herd of any Member who fails to comply with the provisions of this rule.
(i) A Member shall present for inspection any animal entered in the Beef Expo. The duly authorised inspectors have the sole right to refuse the entry of any animal that fails to meet the inspection criteria for this event.
(j) Animals entered in the Society Test Station may from time to time be inspected and evicted if they fail to meet the inspection criteria. Owners will be informed in writing of the reasons for the failure of their animal to meet the criteria.
(a) Every Member of the Society shall register at the Registered Office of the Society an address to which notices may be sent.
(b) A notice may be given by or on behalf of the Society to any Member either personally or by sending it by post to him at his registered address.
(c) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and to have been effected on the day after the date of its posting.
20. COMMON SEAL
The Secretary shall have custody of the Common Seal of the Society which shall be used only by the authority of the Council in accordance with Rule 13 (b) (2) above.
21. ALTERATION OF THE RULES
The Rules of the Society shall be altered, added to, or rescinded only by a majority of two-thirds of the Voting Members in General Meeting. No rule shall be altered, added to or rescinded unless a notice giving particulars of the proposed alteration, addition or rescission of the Rules is served on all Members at least thirty (30) clear days before the day for which such General Meeting is called.
(a) The financial year of the Society shall end on the 31st day of December in every year.
(b) The Council shall arrange for the annual financial statement and balance sheet to be prepared, audited, submitted for approval to the Annual General Meeting in accordance with Rule 12 (b) and delivered to the Registrar of Incorporated Societies.
23. WINDING UP
If upon the dissolution of the Society there remains after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among Members of the Society but shall be given to or transferred to some other institution, body, organisation, Society or association having objects similar to the Society or disposed of in any manner authorised by the Members of the Society in General Meeting in accordance with Section 27 of the Incorporated Societies Act 1908, or any amendments thereto
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