CONSTITUTION

New Zealand Boer Goat Breeder's Association Incorporated Constitution and Rules

1. Name

The name of the Association shall be the New Zealand Boer Goat Breeder's Association Incorporated.

2. Objects

The objects of the Association shall be:

To encourage, promote and advance the breeding of New Zealand percentage, purebred and full blood Boer Goats.
To establish and maintain a register, in accordance with the Regulations, for the registration of New Zealand Boer Goats.
To promote and improve standards through breeding, management and performance recording of the New Zealand Boer Goat and to maintain the welfare of the breed.
To render assistance to breeders and potential breeders of New Zealand Boer Goats.
To advocate, promote and encourage the orderly and efficient marketing and processing of Boer Goat meat, hides and associated products.
To encourage and engage in scientific research and development to further the productivity and profitability of meat goat farming.
To do all such acts, matters and things as may be necessary or expedient for the purpose of the Association or incidental or conducive to the attainment of the objects of the Association.

3. Membership

Membership is open to all persons or bodies corporate owning or breeding goats or prepared to support the objects of the the Association.
The liability of a member shall be limited to his or her annual subscription.
Applications for membership shall be in writing, signed by the applicant and shall be lodged with the Secretary together with such subscription as the Executive which may from time to time determine.
Applications for membership shall be in writing, signed by the applicant and shall be lodged with the Secretary together with such subscription as the Executive which may from time to time determine.
An applicant shall have no legitimate expectation of approval of any application. No reason for declining of the applications shall need to be given.
If the application is declined the applicant shall be advised as soon as practicable by the Secretary and any subscription paid shall be refunded to the applicant.

4. Cessation of Membership

A person shall cease to be a member of the Association:

Upon death.
Upon winding up, in the case of a body corporate.
If having paid all outstanding monies due to the Association, gives notice in writing of resignation from the Association.
Upon failing to pay the due subscription three months after the date prescribed for payment thereof.
Any member who refuses to abide by the Rules and Regulations of the Association or whose actions are prejudicial to the objects of the association,may be suspended by a resolution of the Executive passed by a majority of two thirds of those present. Fourteen days notice of the proposed suspension resolution shall be given to all members of the Executive and to the member affected. Any member whose suspension is proposed shall have the right to appear before the Executive and to be heard prior to the resolution being put. Such member shall, if he so desires, have the right to attend a duly constituted General Meeting of the Association to appeal against such decisions. If at that General Meeting (at which such member appears and appeals against the decisions) a majority of the members present shall confirm the said decision then the said decision shall be binding, but if the decision is not confirmed by a majority of the members present then the member appealing shall forthwith be reinstated as a member of the Association.

5. Membership Register

A register of members shall be kept by the Executive in which the names and current addresses of every member shall be registered. The register shall be kept in the registered office of the Association.

6. Register of Herds and Herd Owners

A register of Herds and Herd Owners shall be kept by the Executive which shall contain such information as is prescribed from time to time by the regulations.

7. Subscriptions

Annual subscriptions shall be set at an AGM. The Executive shall have the power from time to time to prescribe and collect levies, fees and other payments required to be paid by members and to prescribe the date upon upon which such shall be due and payable.

8. The Executive

The management, control and responsibility for the activities, business and affairs of the Association shall be vested in an Executive which shall consist of no more than five elected members.
The Executive may exercise all the powers of the Association as are allowed by the law or by the rules required to be exercised only by the Association in general meetings.
The Executive shall have the power to co-opt and any member so co-opted may, upon upon the direction of the Executive, have all the rights, powers and obligations as if had been elected. The power to co-opt shall be used sparingly and only after due deliberation. The period for co-option shall be determined by the Executive.

9. Eligibility

Only persons who are members under Clause 3 of these Rules shall be eligible for election to the Executive.

10. Election of the Executive

Nominations of candidates for election shall be in writing in a form approved by the Executive and shall be signed by the candidate and two members and/or nominations may be accepted 'off the floor' at the AGM.
All candidates must be current financial members of the Association.
If more nominations are received than there are vacancies, a ballot shall be conducted.
If insufficient nominations are received to fill the vacancies on the Executive, the Executive may fill such vacancies by appointing a person eligible under Clause 9 of these rules.
The Secretary shall call for written nominations for vacancies on the Executive at least 28 days before the date on which nominations close.
Only bonafide financial members of the Association are eligible to vote for the Executive.

11. Term of Office

Executive members shall be elected for a two year term EXCEPT THAT upon the adoption of these rules three members shall be elected for a two year term and two members for a single year only so that subsequently the members elected each year will be for a two year term.
The term of office commences at the conclusion of the Annual General meeting at which the appointment of any Executive member is confirmed.
Any Executive member being absent without leave for more than two consecutive meetings of the Executive shall be deemed to be resigned from the Executive.

12. Casual Vacancies

Should any casual vacancies occur either by the death or by the resignation of the Executive member or for any other reason, the vacancy may be filled by the Executive appointing a member in accordance with Clause 10 (D) of these Rules. Any member so appointed to fill a casual vacancy shall serve a term of equivalent to that which remained to be served by the member whose death or resignation created the casual vacancy.

13. Officers of the Association

The officers of the Association shall be a President and a Secretary/Registrar. The Executive of the Association shall elect one of their number to be President for the following twelve months. The Executive may elect one of their number to be Secretary/Registrar, or they shall be empowered to appoint a Secretary to the Association to perform the duties of Secretary/Registrar and such person so appointed need not be a member of the Association. The President shall act as chairperson at all meetings of the Executive and of the Association.

14. Quorum

The quorum for all meetings of the Executive shall be three Executive members.

15. Voting

Questions arising from any meeting of the Executive shall be decided by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a casting vote as well as a deliberative vote.

16. Honorarium

Office holders in the Association may be paid such honorarium as the Association in General Meeting may determine.

Any member of the Executive who has an interest, whether vested or financial, in any matter being considered by the Executive may participate in all the deliberations of the Executive, except that where that interest could provoke a conflict of interest, the member shall declare that interest and absent himself from voting by the Executive relating to the matter.

17. Powers and Duties of the Executive

The powers and duties of the Executive shall include:

To prescribe from time to time Regulations in accordance with Rule 30.
To control the use of the common seal in accordance with Rule 28.
To control the funds of the Association and to maintain an account at a trading bank in the name of the Association.
To demand payment of all subscriptions, fees, levies or other monies due to the Association and to grant any rights and privileges to members.
To make draw, accept, endorse, discount, execute issue and negotiate cheques, promissory notes, bill of exchange, bills of lading, warrants or other instruments which may be deem necessary for the carrying out of the objects of the Association.
To provide for cheques, promissory notes, drafts, bill of exchange and other instruments and all receipts of money paid to the Association to be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such a manner as the Executive may from time to time determine.
To invest any of the funds of the Association not required for the purposes of the Association in such securities as are authorised by law for the investment of trust funds, or place on deposit with any bank, municipal authority, building society, or other monetary institution as the Executive shall approve.
To borrow such money, upon or with out security, as it may deem necessary for the carrying on of the objects of the Association.
To appoint, engage, control and dismiss such paid staff as the Association may require upon such terms and conditions as to salary and otherwise as it may deem necessary.
To purchase for the Association any real or personal property or any rights or privileges at such price or generally upon such terms as may be no greater or lesser than current market rates and to give and execute mortgages over land and chattels purchased or acquired for the purchase monies or any part thereof upon such terms as may be reasonable and proper.
To purchase, construct and maintain buildings, fences, machinery and other works as it may consider necessary for the use of the Association and to lease or accept leases of any lands, easements or tenements and to purchase, let or sell lands or any interest therein upon such terms and for such rentals, as may be reasonable and proper market rates, provided that no land shall be sold or purchased without the approval by resolution of the Association in General Meeting.
To enter into all negotiations, contracts and agreements, in the name and on behalf of the Association as it may consider expedient for the purpose of the Association provided that such negotiations, contracts, or agreements are not in conflict with the objections of the Association.
To take up any interest and participate in any activity or venture of a commercial nature or otherwise which assists or promotes the Association objects.

18. Annual General Meeting

An Annual General Meeting of the Association shall be held within six months of the end of the Association's financial year. The purpose of the Annual General Meeting shall be to:

Receive the Annual Accounts of the Association.
Receive the Annual Report of the Executive.
To appoint a private auditor in accordance with Rule 27.
To alter the Rules of the Association in accordance with Rule 31.
To conduct other such business as has been arranged in compliance with the Association's Rules.

19. Special General Meeting

A Special General Meeting shall be called within sixty days of the receipt of the Chairman of the Association by delivery to the Association office a requisition signed by not less than 35% of the current financial members of the Association at the time of application and setting out the purposes for which such meeting is to be called.

20. Notice of General Meeting

Not less than 21 clear days before a General Meeting notice thereof and of the business to be transacted shall be given to every member at his last known address. The non-receipt of such notice by any person entitled to secure notice thereof shall not in itself invalidate any resolution passed or any business transacted at any meeting.

21. Notices of Motion

Notices of Motion for a General Meeting shall be in writing and shall be delivered to the registered office of the Association no later than forty two (42) clear days prior to the date fixed for such meeting and a copy of such notice of motion shall be sent to each member no later than twenty one (21) clear days prior to the prescribed date for such meeting.

22. Conduct of General Meetings

No business shall be transacted at any General Meeting unless a quorum of members is present. The quorum for a General meeting is 20% of financial members.
The Chairman shall be entitled to take the chair at any General Meeting. If he is absent for ten minutes from the time prescribed for the commencement of the meeting, or he is unwilling to act, the members present shall elect one of their own number to be the chairperson of the meeting.
Any resolution put to a vote at a General meeting shall be decided on a show of hands unless a secret is demanded by a majority decision of the meeting (before or on the declaration of the result of the show of hands).
In the case of equality of votes the chairperson shall be entitled to a second or casting vote.
A resolution of the Association in General Meeting in accordance with the Rules shall be binding on all members that a resolution has been carried or lost together with an entry in the minutes book for the Association shall be conclusive evidence of the fact.

23. Voting rights of members

Each member of the Association shall have one vote at any General Meeting of the Association.
Voting members shall advise the Chairman in writing of any person nominated by them to attend a General Meeting of the Association and to vote on their behalf. Such written advice shall be in the form that the Executive may from time to time determine and shall be delivered to the registered office of the Association no later than seven days prior to the day prescribed for the General Meeting.

24. Finance

The income of the Association from whatever source derived shall be applied solely towards the promotion of the objects of the Association and no portion of the funds shall be transferred directly to members of the Association unless in return for any service actually rendered to the Association or in reimbursement of expenses or payment made on the Association's behalf.
The signatories to any bank account shall be any two of the following:
1. The Chairman.
2. Any Executive Member.
3. Any other person as the Executive may from time to time determine.

25. No Private Pecuniary Profit

No private pecuniary profit shall be made by any person from the Association, except that:

Any member may receive full reimbursement for all expenses properly incurred by that member in connection with the affairs of the Association.
The Association may pay reasonable and proper remuneration to any officer or servant of the Association ( whether a member or not) in return for services actually rendered to the Association.
Any member may be paid all usual professional, business or trade charges for services rendered, time expended and all acts done by that member or by any firm or entity of which that member is a member, employee or associate in connection with the affairs of the Association.
Any member may return any remuneration properly payable to that member by the company or undertaking with which the Association may be in any way concerned or involved for which that member has acted in any capacity whatever, notwithstanding that that member's connection with the company or undertaking is in any way attributable to that member's connection with the Association.

Provided that no member or person associated with a member of the Association shall derive any income, benefit or advantage from the Association where they can materially influence the payment of the income, benefit or advantage. Except where that income, benefit or advantage is derived from:

Professional services to the Association rendered in the course of business, charged at no greater rate than current market rates; or
Interest on money lent at no greater rate than current market rates.

26. Accounts

The Executive shall cause proper books of account be kept with respect to:
1. All sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure takes place.
2. All sales and purchases of goods made by the Association.
3. All assets and liabilities of the Association.
The financial year of the Association shall end on the 31st Day of December in every year.
The Executive shall from time to time cause to be prepared and to be laid before the Association in General Meeting such income and expenditure accounts, balance sheets and reports as are required by the Incorporated Societies Act 1908 or as thought desirable by the Executive.
The Association in General meeting shall annually appoint one or more auditors who shall audit such accounts as the Association or it's Executive causes to be prepared.
A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Association in General Meeting, together with a copy of the Auditor's Report, shall be sent to every member of the Association not less than twenty one clear days before the date prescribed for the meeting.

27. Common Seal

The Executive shall provide a common seal of the Association which shall be kept at the registered office for the time being with the Association. Whenever the common seal of the Association is required to be impressed upon any instrument, the same shall be affixed pursuant to resolution of the Executive and in the presence of any two members of the Executive who shall both sign the documents to which the seal is affixed, The Common Seal shall be held by the Secretary.

28. Registered Office

The registered office of the Association shall be at 241 Lawcocks Road, RD1, Amberley 8251 or at such other place as the Executive may determine.

29. Regulations

The Executive may, from time to time, make amend or rescind regulations for the conduct of any business of the Association and any other matters affecting the general conduct of members, of the better attainment of the objects of the Association and, with out limitation, for the registration, inspection and classification of New Zealand Boer Goats.

30. Amendment to Rules

These Rules may be amended, added to or rescinded by a two thirds majority of members present in person or by a representative in accordance with rule 24 (ii) at any general meeting of the Association provided however, that written notice giving particular of any proposed alteration, addition or rescission of the Rules shall be served on all members at least twenty one clear days prior to the prescribed date for such meeting, provided that no addition, alteration or rescission of the Rules shall be permitted if it affects either the pecuniary profit or dissolution rules.

31. Branches

Branches may be formed by groups of the Association.
Branches shall be recognised by the Executive providing that they comply with such conditions for recognition as the Executive may from time to time determine.
Branches shall be bound by the Rules and regulations of the Association and shall be responsible for organising and conducting such activities as are generally conducive to the fulfilment of the objects of the Association.
Membership of the branches shall be open to members of the Association.

32. Winding Up

In accordance with Section 24 of the Incorporated Societies Act 1908, the Association shall be wound up or dissolved voluntarily whenever a resolution to wind up or dissolve has been passed by a simple majority at a General Meeting. Such resolution shall be confirmed by a resolution passed by a simple majority at a subsequent General Meeting called for that purpose and held not earlier than thirty days after the meeting at which the resolution so the be confirmed was passed.

If upon the winding up or dissolution of the Association there remains, after the satisfaction of all it's debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association. Such remaining property shall be given or transferred to some other charitable organisation having objects similar to the objectives of this Association, or for some other charitable purpose - within New Zealand. In the event of default (Trustees being unable to decide), the remaining assets are to be distributed as a Judge of the High Court Directs.

33. General Compliance

Notwithstanding anything to the contrary, substantial compliance with the Powers of the Association by members and appointed Executive members who have acted to the best of their ability, shall be construed as evidence of their actions and intentions to further the objects of the Association.

34. Miscellaneous

Any matter not provided for in these Rules, or any question arising as to the interpretation of these Rules, shall be decided by the Executive. At any General Meeting any such questions shall be decided by the chairperson of such meeting whose ruling shall be final.