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CONSTITUTION OF THE RARE BREEDS CONSERVATION SOCIETY OF NEW ZEALAND INCORPORATED

l. NAME:

The name of the Society is the Rare Breeds Conservation Society of New Zealand Incorporated.

2. OBJECT:

The Object is to ensure the conservation of breeds, breeding groups and the genetic diversity of domestic livestock, for the benefit of members of the public as well as for the benefit of future generations of agriculturalists.

The Object shall be achieved by:

(i) Periodically conducting a census of surviving stocks of interest to the Society and to provide information to present or potential breeders and researchers.

(ii) Co-operating with breeders' associations and where appropriate providing registration facilities.

(iii) Carrying out and promoting research into matters relating to the Object of the Society and publishing the results or such research.

(iv) Compiling and issuing any publication relevant to the Object of the Society.

(v) Holding exhibitions and shows of livestock.

(vi) Promoting discussion and co-operation with decision makers at all levels designed to further the Object of the Society.

(vii) Co-operating with, affiliating with or otherwise supporting, financially or otherwise, any other club or organization in New Zealand whose objects are consistent with that of the Society, but not by financially assisting overseas organizations.

(viii) Undertaking all such acts, matters and things as may be necessary or expedient for the purposes of the Society or conducive to achievement of the Object of the Society.

3. MEMBERSHIP:

(i) Any person shall become a member of the Society upon completion of a written application and its acceptance by the Committee, and on satisfying the following requirements:

(a) Agreement to abide by the Constitution and Rules of the Society,

(b) Payment of the prescribed subscriptions.

(ii) There shall be the following classes of membership:

(a) Full members,

(b) Student members, as determined from time to time by the Committee,

(c) Overseas resident members,

(d) Honorary members as determined from time to time by the Committee,

(e) Life members as determined from time to time at the Annual General Meeting,

(f) Joint membership,

(g) Senior membership as determined from time to time by the Committee.

(iii) Where a company, partnership or family seeks membership, other than Joint Membership, only one person shall be entitled to exercise the membership rights on behalf of that entity, and that person shall be the person nominated in writing to the Secretary until further written notice is received.

(iv) The Committee reserves the right to refuse to admit to membership any applicant.

4. SUBSCRIPTION:

(i) Subscriptions payable by the respective classes of members shall be fixed from time to time by the Committee.

(ii) Members shall be liable to pay their appropriate annual subscription, within three months of the beginning of the financial year of the Society.

(iii) Members joining past halfway through the year shall be entitled to pay half the annual subscription for that year.

5. MEMBERSHIP REGISTER:

A register of members shall be kept by the Committee in which the names and current addresses of every member shall be recorded.

The register shall be kept in the Office of the Society.

6. RESIGNATION OF MEMBERSHIP:

A member may resign from the Society by giving notice in writing to that effect and every such notice shall, unless otherwise expressed, take effect as from the end of the current membership year.

7. CESSATION OF MEMBERSHIP:

(i) Any member whose subscription is in arrears for a period of three months after due date shall forthwith cease to be a member provided that such member may be reinstated on payment of appropriate subscriptions.

(ii) Any member who refuses to abide by the rules of the Society or whose actions are prejudicial to its Object may be expelled by resolution of two-thirds of the Committee. An expelled member may reapply to the Society for membership two years after the date of expulsion and the Committee shall have the sole discretion to determine whether that person shall be readmitted to membership.

8. COMMITTEE:

(i) The Committee shall be elected by ballot from amongst the full and life members of the Society.

(ii) The Annual General Meeting will elect the following:

President, Treasurer, Secretary, and not less than three additional Committee members.

The Meeting may also elect one or two Vice-presidents, and elect additional committee members provided that the total number of persons holding office shall not exceed 10.

(iii) The quorum of the Committee shall be not less than half of its total number.

(iv) The Committee has power to co-opt temporary replacements for office-holders to serve on the Committee until the next Annual General Meeting.

(v) The Committee may appoint sub-committees, whose composition and business will be conducted according to whatever regulations the Committee may stipulate.

9. ANNUAL GENERAL MEETING:

The Annual General Meeting shall be held within three months of the end of the Society's financial year at a time and place to be fixed by the Committee for the following purposes:

(i) To receive and consider the Annual Report of the Committee and the Financial Report of the Treasurer.

(ii)   (a) To appoint a Patron, if the Meeting so desires.

(b) To elect the Committee.

(c) To appoint an Honorary Auditor.

(iii) To consider any motion that may have been duly submitted for the decision of the Meeting together with any proposed amendments thereto.

(iv) To consider any other matter that may concern the Society.

10. NOTICE OF BUSINESS:

Not less than 21 clear days before a General Meeting, notice thereof, and of the business to be transacted together with a form of proxy shall be sent to every member. No business shall be transacted at any Meeting unless a quorum is present. The quorum shall be 15 members, personally present.

11. PROCEDURE AT GENERAL MEETINGS:

(i) At all General Meetings, if the President is absent, a member of the Committee shall be elected by the meeting to take the chair.

(ii) Every member shall have one vote and no more except that any person having been duly appointed to vote as a proxy may record a vote for each member by whom he or she had been so appointed. Except where otherwise provided in these rules, the majority of all votes cast shall decide all questions. In the case of equality of votes, the Chair shall exercise a casting vote.

(iii) The mode of voting at all meetings shall be by voice, or where required, by a show of hands PROVIDED THAT any member may demand a secret ballot which shall be taken immediately.

(iv) A member may appoint a proxy to vote at a General Meeting in their place, providing the Secretary is notified in writing prior to the meeting.

12. SPECIAL GENERAL MEETING:

A Special General Meeting may be convened at any time by resolution of the Committee, or by the written request of 15 members, stating the purpose for which such Meeting is required.

13. FINANCING:

(i) The finances of the Society shall be under the control of the Committee.

(ii) The Society shall operate such bank accounts as are fixed from time to time by the Committee.

(iii) All moneys received on behalf of the Society shall forthwith be paid to the credit of the Society in any such accounts.

(iv) The signatories to any bank account shall be any two of the following:

(a) President,

(b) Secretary,

(c) Treasurer,

(d) Any designated Committee member.

(v) The income of the Society, from whatever source derived, shall be applied solely towards the promotion of the Object of the Society and no portion of the funds shall be paid or transferred directly or indirectly to members of the Society unless in return for any service actually rendered to the Society, or in reimbursement of expenses or payments made on the Society's behalf. Committee members and appointed officers may be allowed reimbursement of meeting expenses (e.g. travel costs, teleconference costs).

(vi) The Committee is entitled to invest such money of the Society as is from time to time available for investment, in any Trustee Security or by deposit with any Trading Bank in New Zealand.

14. FINANCIAL YEAR:

The financial year of the Society shall run from 1 April to 31 March.

15. BORROWING POWERS:

The Society shall, in addition to the other powers vested in it, have power to borrow or raise money from time to time by the issue of debentures, bonds, mortgages or other security founded or based on all or any of the properties and/or rights of the Society or without any such security and upon such terms as to priority and otherwise as the Society shall think fit, but the powers of so borrowing or raising money shall not be exercised except pursuant to a resolution of the full Committee.

16. PROPERTY:

The Society shall have the following powers to deal with property, both real or personal, including livestock, semen, ova and embryos.

(i) To acquire by purchase, take on lease or otherwise lands and buildings and all other property real and personal which the Committee considers necessary or convenient for the Society's Object and to sell or dispose of any such property of any part thereof, and to erect on any such land any building and to alter, add to and maintain any building erected on such land;

(ii) To sell, improve, maintain, manage, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property, assets or rights of the Society.

17. COMMON SEAL:

The Committee shall provide a Common Seal of the Society which shall be kept at the Registered Office for the time being of the Society. Whenever the Common Seal of the Society is required to be impressed upon any instrument, the same shall be affixed pursuant to resolution of the Committee and in the presence of any two of the President, the Treasurer or the Secretary who shall both sign the documents to which the Seal is affixed.

18. REGISTERED OFFICE:

The Society shall have a registered office, the situation of which shall be notified to the Registrar of Incorporated Societies.

19. WINDING UP:

(i) The Society may be wound up voluntarily if the Society at a General Meeting of its members passes a resolution requiring the Society so to be wound up and the resolution is confirmed at a subsequent General Meeting called together for that purpose and held no earlier than 30 days after the date on which the resolution to be confirmed was passed.

(ii) If upon the winding up or dissolution of the Society there remains after the satisfaction of all costs, debts and liabilities any property or assets whatsoever, the same shall be given or transferred to some other institution or institutions having objects similar to the Object of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on this Society, such institution or institutions to be determined by the members of the Society at or before the time of dissolution or in default thereof by a Judge of the High Court of New Zealand or in the absence of any institution then to such a public charity or public charities as the said Judge may determine.

20. ALTERATION OF RULES:

These rules may be altered, revised or otherwise amended by a resolution passed by a simple majority of members voting in person or by proxy, at a General Meeting of the Society, notice of such alteration, revision or other amendment having been sent not less than 21 days prior to the date of such Meeting, provided that no amendment shall be permitted if it in any way affects the charitable status of the Society.
 

The Constitution was compiled on 15 September 1988 and registered under the Incorporated Societies Act on 30 May 1989. Amendments have been registered on 10 September 1990, 23 October 1998, 19 August 2003, and 27 July 2004.
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