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RULES OF THE MEAT INDUSTRY ASSOCIATION OF NEW ZEALAND (INC.) 18 December 2012

RULES OF THE MEAT INDUSTRY ASSOCIATION 

1.  Name

The name of the Society is “Meat Industry Association of New Zealand (Incorporated)”.

2. Interpretation

(a)  “Affiliate Member” means any person elected an Affiliate Member of             the Association under Rule 5.4.

References to members do not include Affiliate Members.

“Association” means Meat Industry Association of New Zealand (Incorporated).

“By-Laws” means by-laws made under Rule 22.

“Chairman” means the Chairman of the Association appointed under Rule 13 or chosen under Rule 15.

“Chief Executive Officer” means the Chief Executive Officer appointed under Rule 21

“Council” means the Council of the Association elected under Rule 13.

“Financial Year” means from 1 July in one year to 30 June in the following year.

“General Meeting” means an Annual General Meeting or Special General Meeting of the Association.

“In writing” means communication by way of letter, facsimile or email

“Meat” means meat from sheep, cattle or goat

“Meat co-products” and “co-products” means tissue or other material taken or derived post mortem from sheep, cattle or goat.

“Meeting” of the Council shall include meeting by way of teleconference or video conference.

“Member” means any person elected a member of the Association under Rule 5.

“Office” means the Registered Office of the Association.

“Ordinary Resolution” means a resolution of Members passed by a simple majority of the votes of those Members entitled to vote and voting on the question.

“Processor” means a primary processor of meat, as defined under the Animal Products Act 1999.

“Registered Exporter” means an exporter of meat or meat co-products currently registered under Part 5 of the Animal Products Act 1999.

“Special Resolution” means a resolution of Members passed by a majority of 75 per cent of the votes of those Members entitled to vote and voting on the the question.


(b)  The singular includes the plural and vice versa.

Words importing one gender include the other.

Person includes any association of persons, whether corporate or unincorporated, and any state or government or department or agency thereof, whether or not having separate legal personality.

References to Rules are references to the Rules contained in this document.

Reference to an Act means the Act at present in force and includes any enactment in amendment, replacement or substitution therefore and regulations made thereunder.

3.   Objects

The objects of the Association are:

3.1 to promote, protect and represent the collective interests of the                  Members in relation to matters, whether legislative, regulatory or                  otherwise, which may impact on or affect meat processing and related          co-products and by-products activities within, and meat exporting from          New Zealand,  including but not limited to the following:

(a)   food safety, meat inspection and verification legislation and regulations;
(b)   cost recovery measures implemented or proposed by Government;
(c)   industry research and development and technology issues;
(d)   halal processing and market access issues ;
(e)   economic issues;
(f)   trade opportunities
(g)  industry image and brand
(h)  employment and occupational safety and health legislation;
(i)   multi-employer initiatives by meat industry unions;
(j)   industry coverage of work place injuries by the Accident Compensation
     Corporation;
(k)  inspection and certification requirements in export markets for meat;
(l)  access restrictions (tariff and non-tariff barriers) in export markets for            meat;
(m) animal welfare legislation and regulations;
(n)  biosecurity legislation and regulations;
(o)  environmental legislation and regulations;
(p)  relevant security-related legislation and regulations;


3.2 to promote relationships with relevant non-governmental organisations and with the
Government and its administrative agencies; and with like bodies in overseas jurisdictions;
3.3 to keep the membership regularly informed on developments in all of the matters listed in
sub-clauses 3.1 and 3.2 and, through the Council appointed under Clause 13, to consult
with them on the development of industry positions on these matters;
3.4 to do, with the approval of the Council, such other things as are collectively beneficial to
Members (including the provision of industry-wide management and professional services).
3.5 to provide the services set out in sub-clauses 3.1 -3.4 above to co-products companies and
by-products companies, as agreed by the Council from time to time.
4. Office
The office of the Association shall be in Wellington or such place as the Council shall determine
from time to time.
5. Membership and Affiliate Membership
5.1 Any company or person shall be eligible to be a Member of the Association provided that
company or person is:
(a) a Processor; and/or
(b) a Registered Exporter.
5.2 Where a company totally owns one or more other companies then notwithstanding that the
companies have separate legal identities they shall together constitute one person or
company for the purposes of membership of the Association, provided however that the
company seeking membership shall declare the other companies which it owns and which
form part of it for the purposes of determining its liability for membership subscriptions and
levies in accordance with Rules 6 and 10 below.
5.3 Where two or more companies have common shareholders at less than 100% they shall be
regarded as separate entities for the purposes of eligibility for Membership.
5.4 Any person may apply for Affiliate Membership of the Association, provided that person
does not qualify for Membership under Rule 5.1 above.
Application
5.5 An applicant for Membership or Affiliate Membership of the Association shall apply in
writing addressed to the Chief Executive Officer.
Election
5.6 Subject to compliance with the Rules, an applicant may be elected to Membership or
Affiliate Membership by:
(a) An Ordinary Resolution of the Members present at any General Meeting of the
Association; or
(b) A Special Resolution of the members of the Council at a Council meeting.
6. Membership Entry Fee
Any person on being accepted as a Member of the Association or Affiliate Member of the
Association shall pay an entry fee as fixed by the Council from time to time, in addition to any other
levy or subscription for which it is liable.
7. Retirement from Membership
Retirement from Membership may occur by giving notice of intention to retire in writing to the Chief
Executive Officer at least three months prior to the end of the Financial Year. Such retirement shall
take effect at the end of that Financial Year. The retiring Member or Affiliate Member shall remain
liable for payment of all unpaid subscriptions, levies and other amounts due to the Association.
8. Cancellation of Membership
8.1 Any Member or Affiliate Member of the Association failing to pay its subscription or levy
within three calendar months of being invoiced shall be disqualified from voting or taking
part in any meeting or receiving any benefits until such subscription or levy is paid. If such
default continues for one year, membership may be terminated by an Ordinary Resolution
at a General Meeting of the Association.
8.2 In the event of any Member or Affiliate Member of the Association committing a wilful
breach of any Rule or By-Law the Council shall have the power to cancel its membership.
However, any Member or Affiliate Member whose membership has been cancelled shall
have the right of appeal to a General Meeting of the Association to be exercised within one
month of the date on which such cancellation was notified to it. The Chief Executive Officer
shall on receiving notice of such appeal forthwith convene a General Meeting of the
Association to deal with the matter.
8.3 Cancellation of membership shall not relieve any Member or Affiliate Member from its
liabilities as a Member or Affiliate Member of the Association to the date of cancellation, or
from the payment of any subscriptions levies and other dues lawfully payable by such
Member or Affiliate Member to the Association.
9. Interest in Property
No Member or Affiliate Member who retires voluntarily or whose membership has been cancelled
shall have any rights or interests in any funds or property of the Association
10. Subscriptions and Levies
10.1 Annual membership subscriptions shall be determined by the Council and notified by the
Chief Executive each year, following the adoption of the budget for the ensuing Financial
Year, and in any event by no later than 30 June in each year for the following categories of
membership:
(a) Processors
(b) Registered Exporters
(c) Affiliate Members
10.2 The subscriptions and levies shall be set at levels so that in aggregate the Association
shall receive sufficient revenue to meet the expenditure forecast in the annual budget
adopted by the Council for the ensuing year, which shall include and separately specify the
core budget comprising routine operating costs and expenses; and a non-core budget
specifically approved by the Council for contingencies or other purposes. The budget shall
identify the amount of the budget to be recovered from Processor and Exporter Members
after deducting income to be derived from other sources including Affiliate Members.
10.3 Following the year ending 30 June 2013, and each successive year, individual
subscriptions of Registered Exporters shall be $3000 per annum (exclusive of any goods
and services tax due).
10.4 As amongst the Processors, individual subscriptions shall be determined based on relative
meat levies paid in the previous Levy Year under the Commodity Levies Act 1990,
provided however that the subscription in any year for any Processor as regards the
Association’s core budget shall not fall below the individual subscription of Registered
Exporters in accordance with sub-clause 10.3 or exceed $275, 000 in any year.
10.5 Where the Council agrees to the inclusion of non-Core items in the budget, the subscription
from any Processor as regards the non-core budget shall not exceed $30,000 in any year,
except with the consent of such Processor,
10.6 Where the limits specified in sub-clause 10.5 or 10.6 above are reached in respect of any
Processor, the shortfall which would have been paid by that Member had the limit not
applied shall be recovered by adjusting the subscriptions of all other Processors and
Exporters, pro rata, so as to recover the required amount.
10.7 The decisions of the Council on estimated budget requirements and on any subscriptions
or levies set in accordance with this clause shall be binding. The relative contributions
from members set out in sub-clause 10.3 and 10.4 may only be changed by the passing of
a unanimous resolution at a Council meeting.
11. Control of Funds
11.1 The control and investment of the funds of the Association shall be the responsibility of the
Council, which has power to invest and re-invest any funds in such securities both real and
personal as it thinks fit.
11.2 The Council may from time to time authorise such bank accounts as it thinks fit being
opened in the name of the Association.
11.3 All moneys received by the Association or any servant thereof on its behalf shall forthwith
be lodged to the credit of any such bank account as the Council may specify.
11.4 All cheques and other negotiable instruments and instruments of withdrawal shall be signed
by any two persons authorised by the Council as signatories.
12. Auditors
An auditor shall be appointed each year by the Annual General Meeting of the Association to
conduct an annual audit of the books of account of the Association.
13. Governance of the Association
13.1 The Association shall be governed by an independent Chairman appointed in accordance
with clause 13.4 below and a Council consisting of up to nine (9) members, appointed or
elected in accordance with subclauses (a)-(c) below.
(a) Each Processor whose individual annual subscription in the immediately preceding
Financial Year (including the annual subscriptions of processing and exporting
companies wholly owned by that Processor) equalled 10% or more of the amount of
the Association's annual budget paid by Processors in aggregate may appoint a
person as a Council member; and
(b) At least one (1) Council member shall be elected from persons nominated by
Members who are Registered Exporters; and
(c) The balance shall be elected from persons nominated by Members not included in
subclause (a) above.
Any person appointed or nominated for election to Council shall be an executive or a
director of a Member. Council members shall act in the interests of the total membership of
the Association and not as representatives of the Members who have nominated them.
13.2 The Council shall be elected at the Annual General Meeting of the Association. Council
members (excluding the Chairman) shall hold office until the next Annual General Meeting.
Nominations for election to the Council shall be submitted in writing to the Chief Executive
Officer no later than twenty (20) working days prior to the Annual General Meeting. Where
two or more nominations are submitted from processor members that are related parties in
terms of clause 13.3 the Chief Executive Officer shall, as soon as is practicable, refer
those nominations to the Council for its consideration in terms of Rule 13.3 below.
13.3 Where two or more Processor Members are related parties, by virtue of having one or more
directors in common, or one party holding more than 10 per cent of the shares of the other,
they shall be entitled to nominate one person for election to the Council between them. The
Council may decide to accept 2 nominations from Members so related on being satisfied
that both persons nominated would bring valuable experience to the Council and that no
prospect of undue influence on the Council would arise were both to be elected.
13.4 An independent Chairman shall be appointed biennially by the Council. Such person shall
not at the time or during the currency of the appointment be or become a director,
executive or employee of any Member or subsidiary or affiliate of a Member. The Council
may remove the Chairman from office by the passing of a Special Resolution at a Council
meeting. Notice of motion to remove the Chairman shall be made in writing to the Chief
Executive Officer and circulated to members of the Council no later than ten (10) working
days prior to the meeting at which the motion is to be moved.
At any meeting of the Council the Chairman shall have a casting vote only. The
remuneration of the Chairman shall be determined from time to time by the Council.
13.5 Following each Annual General Meeting the Council may elect one of the Council members
to serve as deputy Chairman. When chairing a meeting of the Council the deputy
Chairman shall have a deliberative as well as a casting vote.
13.6 Where a Council member is unable to attend a Council meeting, or is unable to carry out
the duties of a Council member for a period because of absence from New Zealand or
illness, that member may nominate an alternate to serve for that meeting or period. The
alternate so nominated shall be a director or other executive of a Member.
13.7 In the event of any casual vacancy on the Council occurring by reason of death resignation
or otherwise that vacancy shall be filled as soon as possible by the appointment of another
director or executive of a member by the Council. Such appointee shall hold office only
until the next Annual General Meeting. Until the vacancy is filled the remaining Council
members may continue to validly act.
13.8 Subject to the control of the Association in General Meeting the Council shall be
responsible for the governance and oversight of the affairs of the Association and shall use
every means to secure the due observance of its Rules and By-Laws, to further the objects
of the Association and to protect the funds of the Association. Except as provided in the
Rules and By-Laws, the Council shall regulate its own procedure.
13.9 Council meetings shall be held as often as required, and may be held by telephone or video
conference. Resolutions in writing may be circulated amongst Council members for
approval by signature. Six (6) Council members or their alternates appointed in
accordance with sub-clause (f) above shall constitute a quorum. The Chief Executive
Officer shall convene a special Council meeting at the request in writing of two Council
members, such request stating the purpose of the meeting, or on the instruction of the
Chairman who may convene a meeting at any time.
13.10 Decisions at any meeting of the Council shall be decided by an Ordinary Resolution of
members (or alternates) present. A member unable to attend a meeting may exercise a
vote on a motion by proxy in favour of one of the members attending. Proxies must be
notified in writing to the Chief Executive Officer in advance of the meeting, who shall in turn
inform the members attending of proxies so notified. Voting at a meeting shall be by show
of hands.
13.11 A resolution passed during a telephone or video conference or by signature shall be as
valid and effective as if it had been passed at a meeting of the Council provided that every
Council member has been duly notified of the resolution to be considered. Every such
resolution shall be entered in the minute book of the Council as if the same took place at a
meeting on the date of such resolution.
13.12 The Council may exercise all such powers of the Association not required by these Rules to
be exercised by the Association in General Meeting subject nevertheless to these Rules.
13.13 The Council may set up any committee to further or deal with any matter relating to the
objects of the Association. The powers, functions and constitution of any such committee
shall be defined by the Council upon its establishment.
13.14 An Affiliate member may not attend meetings of Council, unless expressly invited by the
Chief Executive Officer on behalf of the Council.
14. Co-opted Members
14.1 The Council may in its absolute discretion co-opt any person to assist in attaining the
objects of the Association.
14.2 The Council shall be empowered to appoint any such co-opted person to any committee
set up to further or deal with any matter relating to the objects of the Association.
14.3 The Council is empowered to pay an emolument or fee to any such co-opted person.
15. Powers and Duties of Chairman and Deputy Chairman
The Chairman when present shall preside at and conduct all meetings of the Association and the
Council, and shall sign the minutes and shall generally conduct the meetings. In the absence of
the Chairman the Deputy Chairman shall perform all the duties of the Chairman. In the absence
from a meeting of the Chairman and Deputy Chairman a Chairman shall be chosen by those
present and such person while so acting shall have and may exercise all the powers and shall
perform all the duties of the Chairman except that at a Council Meeting such person shall have a
deliberative as well as a casting vote.
16. Meetings of the Association
16.1 The Annual General Meeting of the Association shall be held each year at a place, time
and date to be fixed by the Council being not more than three (3) months after the
termination of the Financial Year. The Chief Executive shall give at least one (1) month’s
notice of the meeting and of the business to be transacted at the meeting.
16.2 All General meetings other than Annual General Meetings shall be called Special General
Meetings.
16.3 Special General Meetings of the Association may be held in such place and at such time as
the Chairman or Council may determine.
16.4 A Special General Meeting shall be called by the Chief Executive Officer on the written
request of Members entitled to cast at least five (5) per cent of the total number of votes
which can be cast under Rule 18.1, specifying the purpose of the meeting. The Chief
Executive Officer shall call the meeting, to be held within twenty (20) working days of the
receipt of the request and providing at least ten (10) working days’ notice of the meeting.
The notice must go to every Council Member and every Member.
16.5 The notice must state:
(a) the nature of the business to be transacted at the meeting in sufficient detail to
enable a Member to form a reasoned judgement in relation to it; and
(b) the text of any resolution to be submitted to the meeting.
16.6 At and throughout any meeting of the Association the quorum shall be at least 11 Members
present in person or by their representatives and entitled to exercise at least fifty per cent of
the total number of votes which can be cast under Rule 18.1. If a quorum is not present
within one hour of the time appointed for any meeting then the meeting shall be dissolved.
16.7 An Affiliate Member may be represented and attend a Special General meeting or the
Annual General Meeting of the Association by an authorised representative in an observer
capacity only, and shall not be permitted to vote, nor form part of a quorum. The
appointment of the representative must be effected by written notice to the Association,
17. Proxies and Corporate Representatives
17.1 A Member may exercise the right to vote either by being present in person or by proxy. A
proxy for a Member is entitled to attend and be heard at a meeting of the Members as if the
proxy were the Member.
17.2 A proxy must be appointed by notice in writing signed by the Member and the notice must
state whether the appointment is for a particular meeting or a specified term.
17.3 No proxy is effective in relation to a meeting unless the proxy form is provided to the Chief
Executive Officer before the start of the meeting.
17.4 A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or mental disorder of the principal or revocation of the
proxy or of the authority under which the proxy was executed, if no written notice of such
death, mental disorder or revocation has been received by the Association at its registered
office before the commencement of the meeting or adjourned meeting at which the proxy is
used.
17.5 A body corporate that is a Member may appoint a representative to attend a General
Meeting on its behalf in the same manner as that in which it could appoint a proxy provided
that an executive or director appointed by a Member under these Rules who is present and
who claims to be that Member’s representative shall, in the absence of any challenge to
that executive or director’s representation by any other executive or director appointed by
that Member or any other person who has been appointed in writing by that Member, or in
the absence of any evidence to the contrary, be deemed to be that Member’s
representative as if that executive or director had been appointed by notice in writing
signed by that Member. A corporate representative shall have the same rights and powers
as if the representative were a proxy.
18. Voting
18.1 At any General Meeting of the Association, unless a poll is demanded voting shall be on
the basis of one vote for each Member present by its representative in person. Voting shall
be by show of hands.
18.2 At any General Meeting the Chairman shall have neither a deliberative vote nor a casting
vote unless the Chairman for the particular meeting is the deputy Chairman or a person
chosen under Rule 15 who shall have a deliberative vote but not a casting vote.
18.3 At any General Meeting all questions shall be determined by voting. Decisions passed by a
Special Resolution of Members present and entitled to vote shall be binding on all
Members. Matters specified in Rule 22 below, shall require a vote of at least 90% of
Members present and entitled to vote. to be binding on Members.
19. Right to Demand Poll
19.1 At a General Meeting a poll may be demanded by:
(a) No fewer than five (5) Members having the right to vote at the meeting; or
(b) Members representing not less than 10 per cent of the total votes of all Members
having the right to vote at the meeting; or
(c) The Chairman.
For the purposes of this clause, the instrument appointing a proxy to vote at a General Meeting
confers authority to demand or join in demanding a poll and a demand by a person as proxy for a
Member has the same effect as a demand by the Member.
19.2 Time of demand of poll
A poll may be demanded either before or after the vote is taken on a resolution. The
demand for a poll may be withdrawn.
19.3 Timing of poll
The Chairman may determine the time and manner in which a poll is to be taken and any
business other than that upon which a poll has been demanded may proceed pending the
taking of the poll.
19.4 Counting of votes on a poll
If a poll is taken, votes must be counted according to the votes attached to each Member
present in person or by a Representative and voting.
19.5 Validity of votes
In the case of any dispute as to the admission or rejection of a vote the Chairman shall
determine the same and such determination made in good faith shall be conclusive.
20. Staff
The Council may appoint a person to be the Chief Executive Officer of the Association. The Chief
Executive Officer shall be responsible for the general management of the Association and its
affairs, and shall carry out such duties responsibilities and powers as may be determined by the
Council from time to time.
21. Power to Frame By-Laws
The Council may recommend to the Association for adoption at a General Meeting By-Laws
consistent with these Rules, which are conducive to the good management and effective working
of the Association. Such By-Laws when approved by a General Meeting shall be binding upon all
Members and officers of the Association.
22. Alteration to Rules
No alterations, additions, variations or amendments to the rules shall be made except at a General
Meeting of the Association specially called for that purpose or at an Annual General Meeting.
Notice in writing setting forth the proposed alterations, additions, variations or amendments shall
be lodged with the Chief Executive Officer and notified to all Members at least fourteen (14)
working days prior to such meeting. Any changes to the Rules in accordance with this Rule shall
require a Special Resolution of the Members present and entitled to vote and of any postal votes,
except the following matters which shall require the affirmative vote of 90% of the total votes of the
Members present and entitled to vote and any postal votes:
(a) Rule 5 - Eligibility for Membership
(b) Rule 10 – Subscriptions and Levies
(c) Rule 13.1 – Management of the Association
(d) Rule 22 - Alteration to Rules.
23. Inspection of Books of Account
Any Member may by its duly authorised agent inspect the books of account of the Association at
the office of the Association at all reasonable times during office hours.
24. Common Seal
The Council shall procure a common seal for the Association, which shall be kept in the custody of
the Chief Executive Officer. It shall not be affixed to any instrument except pursuant to a
resolution of the Council. The affixing of the seal to all such instruments shall be attested under
the hands of any two members of the Council or any one member of the Council and the Chief
Executive Officer. The seal may from time to time be altered or renewed as the Council thinks fit.
25. Powers of the Association
In addition to any powers hereinbefore set forth the Association shall have the following powers
any of which may be exercised by the Council:
25.1 to acquire or dispose of any property real or personal including patents and the like by any
means whatsoever.
25.2 to make payments to any person pursuant to achieving the objects of the Association.
25.3 to accept Government grants aids or subsidies in addition to moneys from any other
source.
25.4 to give security in such manner as the Association thinks fit over any property real or
personal.
25.5 to accept and hold property real or personal upon trust for any purpose general or special
within the scope of the purposes hereinbefore set out.
25.6 to indemnify and effect insurances for Council members, the Chief Executive Officer and
employees of the Association.
25.7 to establish and maintain and to contract for the establishment and maintenance of and
otherwise to assist funds and schemes to provide negotiated benefits (including
superannuation schemes) for employees of the Association.
25.8 to enter into contracts (including contracts of borrowing and contracts of service) in
furtherance of the purposes of the Association.
25.9 to raise money in any manner whatsoever for any of the objects of the Association and to
contract for the repayment of money so borrowed and to give security over any of the
property of the Association for such repayment.
25.10 to do all things deemed to be necessary, convenient or incidental to the carrying out of the
objects of the Association.
26. Confidentiality
All communications with and amongst Members and Affiliate Members, the Council and the
Executive of the Association on Association matters shall be confidential to the Members, Affiliate
Members, Council and Executive and information shall not be released or disclosed to any party
who is not a Member or Affiliate Member of the Association except with the consent of the
Members or Affiliate Members in the case of information relating to them, or of the Council or
Executive as appropriate in respect of information generated by them. The Chief Executive Officer
shall manage communications with the media unless otherwise decided by the Council.
27. Dissolution
If at any time an instrument in writing signed by Members who between them hold two-thirds of the
votes determined under clause 18.1 and signifying the wish of such Members that the Association
be dissolved be delivered to the Chief Executive Officer application may be made by one member
to the Registrar of Incorporated Societies for the cancellation of the Association’s incorporation
and the Association shall be dissolved when the cancellation has been effected but before such
cancellation and dissolution all debts due by the Association, subject to sufficient funds being
available, shall be paid and any balance of the Association’s funds property real or personal or
other assets shall be divided or reserved in such manner and for such purpose in carrying out the
objects of the Association as the Council may think fit.
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