RULES OF STRAWBERRY GROWERS NEW ZEALAND (INCORPORATED)
The name of the society shall be Strawberry Growers New Zealand Incorporated trading as Strawberry Growers New Zealand.
2. REGISTERED OFFICE
The Registered Office of Strawberry Growers New Zealand shall be situated at 2 Brook Street, Lower Hutt or such other place as the Executive shall from time to time determine.
(a) These Rules shall be construed with reference to the Incorporated Societies Act 1908, and the terms used shall have the same meaning as they have when used in that Act.
(b) In these Rules unless the context otherwise requires the terms shall be as follows:
(i) "Act" means "The Incorporated Societies Act 1908" and shall include any amendment or modification thereof and any Act in substitution therefore.
(ii) "SGNZ" means Strawberry Growers New Zealand (Incorporated).
(iii) "Strawberries" means Strawberry fruit, whether fresh, frozen, chilled, concentrated or pureed, or canned or bottled or otherwise processed in a manner whereby the identity and composition is substantially retained.
(iv) "Strawberry Grower" means any person who grows or produces strawberries for sale.
(v) "In Writing" means hand written, typewritten or computer printed or any combinations of those methods.
(vi) "Month" means calendar month.
(vii) "Persons" includes a person, company, society or any other body corporate.
(viii) "Year" means the financial year, and the current year means the current financial year of SGNZ.
(c) If there be any questions or disputes on the construction interpretation or application of any of these Rules the Executive may decide the question or dispute, and its decision on any such point shall be final and binding on all members.
(d) In these Rules reference to a statute includes that statute as amended from time to time or any legislation passed in substitution for that statute and any regulations or Orders in Council issued or made under that statute from time to time.
The objects for which SGNZ is established are:
(a) To further, protect, encourage and promote by all lawful means the interests of SGNZ and its members.
2 (b) To secure for its membership all the advantages of lawful unanimity of action.
(c) To promote, comment on, or move for the recission of, any existing or proposed legislative enactments by laws or other rules or regulations effecting the interests of SGNZ or members.
(d) To act as arbitrator or to nominate arbitrators in the settlement of disputes arising between its members or sections or members, or if requested by other parties in the settlement of disputes between members and such other parties.
(e) To provide for representation of SGNZ before any tribunal, board, commission or Court of Justice in any matter or proceeding in which it may appear to the Executive that the interests of SGNZ or its members or any of them are directly or indirectly involved.
(f) To remunerate any person, alliance or other body for services rendered to SGNZ.
(g) To procure and disseminate to members information upon all matters affecting their interests either directly or indirectly, and to publish newspapers, journals, periodicals or other literature either regularly or from time to time.
(h) To purchase, lease or otherwise acquire any land or premises that may be necessary or convenient for the purposes or the attainment of the objects of SGNZ and to hold, manage, improve, sell, let, mortgage or otherwise deal with the same, and to subscribe for, purchase or otherwise acquire shares in any company, formed to purchase any land or erect any premises that may be necessary or convenient for the like purpose and to hold, sell, mortgage or otherwise deal with the same.
(i) To subscribe for, purchase or otherwise acquire shares in any company formed to promote or further the objects of SGNZ or which has as one of its objects the achieving of any of the objects for which SGNZ is formed.
(j) To borrow money for the purpose of carrying out any of the objects of SGNZ, and to give security therefore by way of a debenture or debentures (perpetual or redeemable) or otherwise.
(k) To form and assist in the formation of branch societies in terms of the Incorporated Societies Amendment Act, 1920.
(l) To promote the sale and consumption of Strawberries both within New Zealand and overseas.
(m) To promote and organise the orderly development of the Strawberry industry and to co-operate and work with any organisation already involved in promoting the well-being of the industry.
(n) To set membership fees for the funding of activities of SGNZ in accordance with the objects of SGNZ.
(o) To constantly monitor the market both within New Zealand and overseas.
(p) To coordinate a Research & Development programme.
(q) To obtain, collate and analyse all relevant statistical and marketing information.
3(r) To, when deemed necessary, report to Government on the state of the industry and/or request Governmental assistance.
(s) To establish and monitor quality control and acceptable packaging standards.
(t) To provide a suitable forum for discussion on all aspects of strawberry matters and the production and marketing of strawberries.
(u) To administer a registration system which will involve the collection and administration of membership fees.
Membership of SGNZ shall be open to:
(a) Strawberry Growers who pay the required membership fee (or on whose behalf such fees have been paid) and any other fees imposed under these Rules ( “Grower Members”).
(b) Associate members who having an interest in the industry and having paid the required membership fee, provided that admission as an associate member shall be at the discretion of SGNZ (“Associate Members”).
6. MEMBERS BOUND BY RULES
Every member shall be deemed to have notice of all the Rules of SGNZ and shall be bound by them as if they had been an original subscriber thereto.
7. CESSATION OF MEMBERSHIP
(a) Any person ceasing to be a member of SGNZ from any cause whatsoever shall nevertheless remain liable to SGNZ for all membership fees and other monies payable which may have become due by them prior to the cessation of membership.
(b) Any person ceasing to be a member of SGNZ shall upon demand return to SGNZ any property of SGNZ in their possession or under their control; and no such person after ceasing to be a member shall hold themselves out as a member of SGNZ.
8. MEMBERSHIP FEES AND OTHER CHARGES
(a) The SGNZ at its Annual General Meeting shall determine the annual membership fee (if any) to be paid by each Grower Member and each Associate Member for that year.
(b) No Grower or Associate shall be entitled to membership of the SGNZ unless they have paid the membership fee for that year (if any) by the first day of the year or such other date as may be determined by the Executive of SGNZ.
9. EXECUTIVE AND STRAWBERRY WARDS
The Executive of SGNZ shall be made up of Grower Members. The Executive shall comprise 6 Grower Members.
(a) Executive Members:
There shall be established within New Zealand 4 Strawberry Wards to be called -
(i) The Auckland Ward which shall comprise all of that area classified as the Auckland District being all that part of the North Island north of the Waikato River from the Tasman Sea to Mercer and a line due east from Mercer to the Maukoro Canal following that to the sea at the mouth of the Waitakaruru River in the southern Firth of Thames. It shall also include all of the off-shore islands in the Hauraki Gulf.
(ii) The Waikato/ Bay of Plenty Ward which shall comprise all of that area South of the Auckland district, including the Coromandel Peninsula, and north of a line drawn from Awakino on the Tasman Coast to the Kuratau Rivermouth thence to State Highway 5 (Napier Taupo Road) to Tarawera through to Lottin Point (East of Cape Runaway).
(iii) The Central Ward which shall comprise the remainder of the North Island.
(iv) The Southern Ward which shall comprise the whole of the South Island.
(b) Ward Representation:
(i) Until otherwise resolved by an amendment to these Rules ward representation is based on one representative per 5 million plants, or part thereof, planted as at 1 January each year.
(ii) Only Grower Members from each Ward shall be eligible for election and shall be nominated and elected by Grower Members of that Ward.
(iii) Pursuant to 9(b)(i) above the Auckland Ward shall be entitled to elect three representatives and the Waikato/Bay of Plenty Ward, Central Ward and the Southern Ward shall each be entitled to elect one representative.
(iv) Voting for Executive Members shall be prescribed under Rule 13 hereof.
(c) The Executive shall have the power to co-opt any person or persons to serve on the Executive by virtue of their specialist knowledge for any period, but not exceeding one year. Any such person or persons shall have speaking rights but not voting rights.
(d) Immediately prior to the Annual General Meeting, the elected Executive shall meet to appoint from their number a Chairperson.The Chairperson's term of office being until the next Annual General Meeting.
(e) All members of the Executive shall be elected for a period of 2 years and may make themselves available for re-appointment thereafter.
(f) Nominations for Ward members shall be called for annually prior to the Annual General Meeting. Nominations for Executive Members shall be sent to a returning officer who has been appointed by the Executive and who is not a member of SGNZ, in writing by the date specified.
(j) Elections necessary in any Ward shall be held by postal ballot.
10. PROCEEDINGS OF THE EXECUTIVE
(a) The Executive shall meet at such time and place as it shall determine. Failing determination by resolution of the Executive a meeting may be convened by order of the Chairperson.
(b) A special meeting of the Executive may be requisitioned by not less than one-fourth of the members of the Executive who shall deliver the requisition in writing to the appointed administrative body. The appointed administrative body shall convene a meeting at a date not later than fourteen days from receipt of the requisition, and if the notice of meeting is not issued within five days from the receipt of the requisition, a majority of those calling the meeting may themselves convene it. The notice convening a meeting by requisition shall state the business to be considered. No other business shall be considered at the meeting except with the unanimous consent of all present.
5 (c) Seven clear day's notice shall be given of a meeting of the Executive except that in the case of urgency, shorter notice may be given if no objection is raised thereto by not less than two of the members of the Executive.
(d) The quorum at Executive Meetings shall not be less than fifty percent of Wards represented and not less than three members of the Executive, at the time personally present.
(e) Meetings of the Executive shall be presided over by the Chairperson. If the Chairperson is not present the meeting shall elect a Chairperson.
(f) Decisions at a meeting of the Executive shall be resolved by vote and except where the contrary is otherwise provided in these Rules, a simple majority shall prevail. The Chairperson shall have a casting vote.
(g) The Executive shall have full power to act notwithstanding that any vacancy shall not be filled, and any acts done by the Executive or by any person acting as a member of the Executive, or by its direction in good faith shall be valid notwithstanding it be discovered that there was some defect in any appointment to the Executive.
11. POWERS, AUTHORITIES & DUTIES OF EXECUTIVE
(a) The Executive may exercise any power vested in SGNZ and not by these Rules required to be exercised by SGNZ in general meeting.
(b) Without prejudice to the general powers hereby conferred it is expressly declared that the Executive shall have power to do all or any of the following things:
(i) To institute, conduct, defend, compromise, refer to arbitration, and abandon any legal or other proceedings by and against SGNZ and the Executive and Officers of SGNZ and otherwise relating to the affairs of SGNZ.
(ii) To enter into all negotiations, contracts, and agreements, and rescind and vary and execute and do all such acts, deeds, matters and things in the name and on behalf of SGNZ as it may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of SGNZ.
(iii) To carry out all acts as may be necessary to achieve the objects referred to in Rule 4 herein.
(iv) To borrow any money for any of the objects of SGNZ in any form which the Executive may think proper, and to give security.
(v) To appoint committees and delegate to committees or to officers any of its powers and to revoke any authority so delegated, provided that all Committees so appointed shall be automatically dissolved immediately prior to the commencement of the next Annual General Meeting.
(vi) To appoint a member to fill any casual vacancy of the Executive.
(vii) Without detracting from any delegation of power to any Committee, to exercise any such delegated powers.
(viii) To promote and set up Groups, draw up Regulations and By-Laws for their conduct, decide the territory over which each Group shall operate and nominate the Group to which each member shall be required to belong.
6 (ix) To present to members at least annually, accounts and budgets demonstrating the uses to which the income of SGNZ. is applied.
12. GENERAL MEETINGS
(a) An Annual General Meeting of SGNZ shall be held in every year within six months of the close of SGNZ's financial year. The business of such meeting shall be to receive and consider the Annual Statement of Accounts and the Auditor's Report thereon, the report of the Executive, voting on matters relating to the imposition of a membership fee, and to transact any other businesses which shall be brought forward by the Executive, or which lies within the objects of SGNZ or is provided to be done by the Rules. The Annual General Meeting shall be held at the time and place to be fixed by the Executive. All other meetings of SGNZ shall be called Special General Meetings and be subject to paragraph (c) of this Rule. The Executive shall also fix the times and places of such meetings. (b) Twelve members present in person shall form a quorum at any general meeting of SGNZ. If within half an hour of the time appointed for the meeting the quorum is not present, the meeting shall stand adjourned until the same hour of the same day, the following week at the same place and if at such adjourned meeting a quorum be not present those members who are present shall be a quorum and may transact the business for which the meeting was called.
(c) Any ten or more members may by requisition in writing require the Executive to call a Special General Meeting of SGNZ. Such requisition shall be delivered at the office of SGNZ and shall express clearly the purpose of the proposed meeting. No other business shall be dealt with except that of which notice has been duly given. Such meeting shall be held within twenty-one (21) days after the date of delivery but if the appointed administrative body does not convene the Special General Meeting within fourteen (14) days after delivery of such requisition, a majority of those requisitioning the meeting may themselves convene a meeting to be held not later than one month after the date of such delivery.
(d) Seven clear day's notice specifying the place, day and hour of any General Meeting and the purpose for which it is to be held shall be given by notice sent by post. Whenever a meeting is adjourned for twenty-one (21) days or more at least four day's notice of the place and hour of holding such adjourned meeting shall be given in like manner.
(e) Notice of general meetings shall be given to all members of SGNZ, the omission to give or non-receipt of any such notice shall not invalidate any resolution passed at the meeting to which such notice related.
(f) The Chairperson may with the consent of the meeting adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(g) A company or any other body corporate being a member of SGNZ shall be entitled to appoint one of its Directors or permanent officers to attend meetings and vote on its behalf.
(h) Any member (including a company) may in writing appoint any other person their proxy to attend and vote on their behalf. Such proxy must be produced to the Chairperson of the meeting at which such a vote is to be given; and such proxy may be general or be limited to one or more members in the alternative.
(i) If two or more members being members of the same partnership shall be present at any meeting only one of such members shall be entitled to vote and the member so entitled shall in default of agreement between them be the member whose name appears first in "The Name's" Register of Members or if this does not resolve the dispute, then as ruled by the Chairperson.
(j) Notwithstanding the foregoing provision relating to voting by companies every director of a company, (being a member of SGNZ), shall be entitled to attend General Meetings; but in the calculation of a quorum only one representative of a partnership, firm or of a company shall be counted.
(k) Notwithstanding provisions of this clause, no decision of general meeting shall be invalidated or challenged only on grounds that this Rule has not been complied with.
13. VOTING AT GENERAL MEETINGS AND WARD ELECTIONS
(a) Each member of SGNZ at all meetings shall be entitled to one vote excepting should a Poll be demanded.
(b) All questions arising at any General Meeting except as to amendment of the Rules shall be determined by a majority of the votes of the members present and by a show of hands unless a Poll be demanded by at least three members present.
(c) Should a Poll be necessary at General Meetings or for Ward Elections then voting shall be on the following basis:
(i) Grower Members. One vote per 100,000 plants in the ground as at the 1st January last financial year up to a maximum of 10 votes.
(d) In the case of a Poll appointed administrators may act as scrutineers if no other suitable persons are available.
(e) Any member entitled to be present and vote at any General Meeting may in writing appoint any other member so entitled to be a proxy.
(f) No member shall be entitled to vote at any meeting whose current membership fees are in arrears, calculated from the date when they became payable.
(a) SGNZ may appoint any individual, partnership, company, association or body corporate to be responsible for the general management and/or administration services of SGNZ.
(b) Any such appointment shall be made by the Executive and may be removed from office by a simple majority of the Executive.
(c) The appointment of said services in the case of a partnership, company, association or body corporate will be with the proviso of the Executive approval of the personnel providing these services.
(a) The funds of SGNZ shall be devoted solely to the furtherance of the objects of SGNZ set out in Rule 4 herein. No member shall receive or obtain any direct pecuniary gain (except as a salaried officer) from the property or operations of SGNZ.
(b) Subject as aforesaid, the funds of SGNZ shall be under the control of the Executive which shall provide for the opening of a bank account, the method of operating it, and the investment of funds not immediately required.
(c) The Executive may at its discretion, pay out of the funds of SGNZ any actual or reasonable expenses of any Member, Officer or Servant thereof for attending any conference, Convention or Meeting or being otherwise authoritively engaged in any business of SGNZ or for any other purpose approved of by the Executive both within and beyond the boundaries of New Zealand.
(d) 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. FINANCIAL YEAR
The financial year of SGNZ shall commence on the first day of January in every year and end on the last day of December in every year.
The financial records of SGNZ shall be audited annually and reported upon by an Auditor who shall be a chartered accountant and a member of the NZ Institute of Chartered Accountants. In the case of the death, resignation or incapacity of an individual Auditor so appointed, or if no Auditor was appointed by the previous Annual General Meeting, the Executive shall appoint one.
The Members of SGNZ Executive or any other appointed officer of SGNZ shall not be liable for and shall be kept indemnified by SGNZ against any loss damage action claim or demand arising out of or in any way connected with any act or omission in the bona fide execution or intended or purported execution of their powers duties and discretions or for any other loss damage or misfortune whatever unless the same is due to their own wilful act or default.
19. ALTERATION OF RULES
(a) These Rules or any of them (including the name of SGNZ) may be altered, added to or rescinded by resolution passed at a duly constituted General Meeting of SGNZ by a majority of not less than two-thirds of the members present in person or by proxy and entitled to vote provided that the notice convening such meeting states that alteration of the Rules will be considered thereat and indicates the general nature of the proposed alteration.
(b) No addition to or alteration or recession of these Rules shall be approved if it affects the non profit aims, personal benefit or winding up Clauses or affects the non profit nature of SGNZ.
(c) When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the Changes with the Registrar of Incorporated Societies.
20. STANDING ORDERS AND BYLAWS
The Executive shall have the power to make, amend, alter or rescind such rules, regulations or bylaws as it deems necessary to enable it more effectively to carry out these rules or any of the objects of SGNZ provided always that any such rule, regulation or bylaw may be rescinded or amended by general meeting.
(a) Any notice required to be sent to any member shall be deemed to have been duly delivered in due course of post if sent by mail in a prepaid letter addressed to the member at his last known address as shown in the records of SGNZ
(b) Such notice shall be deemed to have been duly delivered on the third day on which it was actually posted, and accidental omission to give or non-receipt of any such notice to or by any of the members shall not invalidate any resolution passed at the meeting to which the notice relates.
22. WINDING UP
(a) If SGNZ is wound up:
(i) SGNZ’s debts, costs and liabilities shall be paid.
(ii) Surplus money and other assets of SGNZ may be disposed of by resolution or according to the provisions in the Incorporated Societies Act 1908; but
(iii) No distribution may be made to any Member;
(iv) The surplus money and other assets shall be distributed as directed by a general meeting to some other organisation or body having objects similar to the objects of SGNZ or to a charitable organisation or purpose, within New Zealand.