ODPG Constitution

CONSTITUTION OF THE
ORGANIC DAIRY & PASTORAL GROUP
INCORPORATED

  1. Name: The name of this association shall be The Organic Dairy & Pastoral Group Incorporated (“ODPG”). The “Executive” shall mean the Executive of the ODPG constituted in accordance with rule 11.

    2. Objectives: The objectives of the ODPG, to be carried out in New Zealand exclusively, shall be:

    (a) to provide information for sustainable Organic and biological pastoral farming

    (b) To promote organic produce and their producers to consumers

    (c) To provide support for organic pastoral farmers and encourage
    Research and development in relation to organic pastoral
    Production

    (d) To provide services to members in relation to organic production

    (e) To carry out any activity which may be conducive to furthering the objectives of the ODPG

    3. Powers: The ODPG shall be deemed to have all powers necessary to pursue the ODPG’s objectives other than the power to borrow money. In particular the ODPG has the rights, powers and privileges of a natural person.

    4. Registered Office: The registered office of ODPG shall be at such places as the Executive Committee shall from time to time determine. Due notice of every change of the place of the registered office shall be given to the Registrar of Incorporated Societies as required under the Incorporated Societies Act 1908.

    5. Membership:

    5.1 Application for membership shall be made to the Executive by any person, trust, partnership, company or other incorporated entity who agrees to abide by the ODPG’s rules and policies.

    5.2 Applications for membership shall be submitted to the Executive on the form prepared by the Executive for that purpose.

    5.3 On receipt of a membership application by the Executive the applicant shall be invited to be a member of the ODPG on payment of the appropriate annual subscription.

    5.4 The Executive may fix different classes of memberships to which there are attached different rights, obligations and annual subscriptions. There shall be two classes of membership:

    (i) Certified/In Conversion organic pastoral farmers including life members
    (ii) Associate membership

    5.5 At an Annual or Special General Meeting only Certified/In Conversion members will be entitled to one (1) vote. Each supplier entity of sole trader, partnership, trust or company will qualify as one (1) member.

    6. Register of Members: The Membership officer shall keep a register of members which shall include full names, addresses and classes of membership.

    7. Cessation of Membership: Membership will cease in any of the following ways:

    7.1 By written resignation to the Secretary. Such resignation will take effect from the next Executive meeting after the resignation is received. Any unused portion of the membership fees shall not be refunded to the member.

    7.2 By being more than one (1) months in arrears with subscription from the date of the AGM.

    7.3 By temporary suspension if in the Executive’s view a member has acted contrary to the interests or objectives of the ODPG.

    7.4 By expulsion on a majority resolution of members entitled to vote at an Annual or Special General Meeting of the ODPG finding that the member(s) has acted contrary to the interests or objectives of the ODPG.

    8. Meetings: At all meetings the Chairperson shall chair the meetings. In his/her absence the Deputy Chairperson shall take over the role for that meeting.

    8.1 Society Meetings:

    8.1.1 The Annual General Meeting shall be held within 90 (ninety) days following the end of the financial year.

    8.1.2 Notice of the date and time of all Annual General Meetings together with agenda, remits, and motions, shall be given to or mailed to each member in writing not less than three (3) weeks prior to the date of the meeting. The motions being voted on will be included in the notice.

    8.1.3 Special General Meetings may be called by the Chairperson or requisitioned by five (5) or more members who are not Associate members.

    8.1.4 Notice of the date and time of all Special General Meetings together with any notice(s) of motion to be considered at that meeting shall be given or mailed to each member in writing not less than two (2) weeks prior to the date of the meeting.

    8.2 Method of Holding Meetings: A meeting of members may be held either:

    8.2.1 By a number of members who constitute a quorum being assembled together at the place, date and time appointed for the meeting;

    or

    8.2.2 By means of audio, visual or other electronic communication by which all members can simultaneously communicate to each other throughout the meeting.

    9. Quorum

    9.1 Society meetings: Twenty-five percent (25%) of the voting members (rule 5.5) shall constitute a quorum of the ODPG. Any and all Proxy and any electronic attendance (rule 8.2.2) shall be deemed to contribute to the quorum.

    9.2 Executive Meetings: Sixty six percent (66%) of the voting members of the Executive shall constitute a quorum. Electronic attendance (rule 8.2.2) shall be deemed to contribute to the quorum.

    10. Voting:

    10.1 Every member entitled to vote at a General Meeting (rule 5.5) can do so either in person or by proxy which should be lodged in writing with the secretary not later than 48 hours before the meeting.

    10.2 At any meeting a resolution put to the vote of the meeting shall be decided on the voices but any member may request that a show of hands or a secret ballot be taken.

    10.3 If a show of hands or a secret ballot is requested, it shall be taken in such a manner as the Chairperson directs and the result of the secret ballot shall be deemed to be the result of the meeting at which the secret ballot was requested.

    10.4 In the case of an equality of votes, whether on a show of hands or on a secret ballot, the Chairperson shall not be entitled to a casting vote.

    11. Executive:

    11.1 Composition: The Executive shall consist of the Chairperson, Deputy Chairperson, Secretary, and Treasurer, as well as up to five (5) other voting members as may be deemed necessary by the ODPG to conduct its affairs. The ODPG membership shall reasonably endeavour to attain a regionally representative ratio of Executive members.

    11.2 Term of Office: The Executive shall be elected annually at the Annual General Meeting). The term of Office shall be for a term of three (3) years with three (3) members retiring by rotation each year. These members are able to be re-elected to the Executive Committee.

    11.3 Removal of Executive Members: Any Executive member may be removed from office by a majority vote of the members entitled to vote at a Special General Meeting of the ODPG provided that notice of such meeting and the purpose of same has been given to members in accordance with rule 8.1.4.

    11.4 Vacancies : Vacancies among the members of the Executive may be filled by the Executive co-opting a replacement for any unexpired term.

    11.5 Executive Meetings: The Executive shall meet at times and places determined by the Chairperson. Clause 8.2.2 shall also apply to Executive meetings.

    12. Powers of the Executive:

    12.1 Management: The Executive shall have the control and management of the activities of the ODPG and of its properties and funds.

    The control and management shall be subject to working within the objectives of the ODPG and also any directions or limitations imposed by the ODPG at an Annual or Special General Meeting.

    12.2 Priority: The Executive may exercise any power vested in the ODPG provided it is not required by these rules to be exercised by the General membership.

    12.3 Annual Report: The Executive shall present to the Annual General Meeting a full report of its activities and business done during its year of office and of any matters of interest or importance to the ODPG which transpire during the period of the report. The executive shall present to the Annual General Meeting financial statements and a balance sheet, prepared in accordance with good accounting practice, of the previous financial year of the ODPG.

    12.4 Delegates to Affiliated Bodies: The Executive shall have power to appoint and to instruct delegates or representatives to any other bodies with which the ODPG is affiliated or which have provision for representation of the ODPG at their meetings.

    12.5 Committees: The Executive may establish and maintain one or more committees and may delegate to such committees the administration of membership, nominations, public relations or any other matter in which the ODPG is concerned or interested. Any committee may include members who are not members of the Executive, provided no more than 1/3rd are Associate members (rule 5.4).

    13. Finance:

    13.1 Financial Year: The financial year of the ODPG shall end on the 31st day of December each year or on such other date as decided by the ODPG.

    13.2 Annual subscription: The annual subscription to be paid by members shall be that amount fixed by the Executive. Different classes of membership and level of subscription may be fixed. Such subscriptions shall be due upon receipt of a subscription notice to each member.

    13.3 The funds of the ODPG shall be administered by the Executive. All receipts will be accounted for through the ODPG’s banking account(s) and payments made by cheque duly authorised by the Executive. Investment of surplus funds will be made in the name of the ODPG.

    13.4 Bank Accounts: The signatories of the ODPG bank accounts will be members of the Executive.

    14. Auditor:

    The accounts of the ODPG shall be audited by an auditor to be appointed at the Annual General Meeting.

    15. Payments to Members:

    15.1 No member of the ODPG shall receive or obtain any pecuniary gain except in the form of salary or honoraria from the property or operations of the ODPG provided that this rule shall not prevent the payment of such expenses or remuneration to members and employees of the ODPG as the Executive shall decide.

    15.2 No member of the ODPG or any person associated with a member shall participate in or materially influence any decision made by the ODPG in respect of the payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever.

    15.3 Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value). The provisions and effect of this clause shall not be removed from this document, and shall be included and implied into any document replacing this document.

    16 Elections:

    Executive Members will be elected by postal ballot prior to the Annual General Meeting and office is adopted from the close of the Annual General Meeting.

    The following positions within the Executive will be decided by the executive through a democratic process at their first meeting after the Annual General Meeting.

    16.1 Chairperson: Duties, chair all meetings, be the ODPG spokesperson, do all things necessary to cause these rules to be applied.

    16.2 Deputy Chairperson; to assist and/or stand in for the Chairperson when called upon to do so.

    16.3 Secretary: Duties, to keep records of all meeting, deal with correspondence and administration matters as may be necessary, keep a register of membership. (NB This position can be filled by an Associate member, but that member will have no voting rights).

    16.4 Treasurer: Keep and administer the financial dealings of the ODPG and to present these at each meeting. (NB This position can be filled by an Associate member, but that member will have no voting rights).

    16.5 Executive Committee: In addition to the Chairperson, Deputy Chair-person, Secretary, and Treasurer, the Executive shall consist of up to five (5) other voting members as may be deemed necessary by the ODPG to conduct its affairs.

    16.6 Signatories: Three (3) of the elected executives are to be elected as signatories.

    16.7 Nomination forms for all vacant positions on the Executive are to prepared and sent out to all members with the notice of the Annual General Meeting (see rule 8.1.2)