Constitution & Rules

NEW ZEALAND COLD STORAGE ASSOCIATION INCORPORATED

Constitution and Rules

1. NAME

The name of the Association shall be "The New Zealand Cold Storage Association Incorporated".

2. REGISTERED OFFICE

The Registered Office of the Association shall be at the office of the Executive Officer for the time being or at such other place as the Executive may from time to time determine.

3. INTERPRETATION
In these Rules, unless a contrary intention appears in the context -

"Association" means The New Zealand Cold Storage Association Incorporated.

"Cool or Cold Store" means any refrigerated store or premises in which product is temperature controlled.

"Industry" means the Cool or Cold Storage Industry.

"Members" means such persons, firms, companies or bodies corporate as are admitted to membership pursuant to Clauses 7, 8 and 9 hereof.

4. OBJECTS

The objects for which the Association is established are:

(i) To promote and enhance the Cool and Cold Storage Industry in New Zealand.

(ii) To foster and advance the interest of the members within New Zealand and elsewhere.

(iii) To do all things necessary for or incidental or ancillary to the protection fostering or advancement of the interests of the industry within New Zealand.

(iv) To print, publish, circulate or edit any newspaper, magazine, publicity or pamphlet relating to the affairs or objects of the Association.

(v) To hold or arrange lectures, exhibitions, public meetings, classes or conferences which are deemed to be of benefit or assistance to the affairs or objects of the Association or its members.

(vi) To conduct or fund research deemed to be relevant to the industry.

(vii) To provide general advisory services in respect of the industry.

(viii) To purchase, take on lease or otherwise acquire lands, buildings and premises for the furtherance of the objects of the Association.

(ix) To erect, maintain, alter or repair any buildings and erections or other property required for the purposes of the Association.

(x) To purchase, hire or otherwise acquire chattels of all descriptions, books, papers, machines, apparatus and other things required for or of use in connection with the affairs of the Association.

(xi) To manage, let, sell, exchange, dispose of or otherwise deal with the property of the Association in such manner as the Association or the Executive shall deem expedient.

(xii) To apply for, promote and obtain any provisional order, Act of Parliament, leave, licence, right or authority or to commence and continue investigations to enable the Association to carry out its objects for the purpose of obtaining for the Association or its members generally any additional powers or protection or for any other purpose which may appear to the Association to be expedient in the interest of its members and to oppose any bills, proceeding, acts, applications or litigation which may seem to the Association likely directly or indirectly to prejudice the interests of the Associations or its members.

(xiii) To affiliate with and accept affiliation from any Organisation whether established in New Zealand or elsewhere having objects in any respect wholly or in part similar to the objects of the Association.

(xiv) To join any association of persons or any body corporate purporting or intended to advance or protect the interests of the industry and to foster, promote and encourage the development of all Industries, Business and Trades both Import and Export and Wholesale and Retail connected with the Industry.

(xv) To borrow, raise or secure the payment of monies by any means which the Association may think fit in or beyond New Zealand and in particular the issue of mortgages, charges, bonds, obligations guarantees or other securities charges upon all or any of the property of the Association present or future.

(xvi) To apply for, purchase of otherwise acquire any patents, licences, or concessions and the like conferring any exclusive or non-exclusive or limited right to use any secret or other information as to any invention which may seem capable of being used for any purpose of the Association or the acquisition of which may seem calculated directly or indirectly to benefit the Association or its members and to use, exercise, develop, grant licences in respect of, assign, dispose of or otherwise turn to account the property rights or information so acquired.

(xvii) To lend any money with or without security and with or without interest and to accept guarantees or other securities in connection with any loan.

(xviii) To enter into any partnership or arrangement for sharing of profits, union of interest, co-operation joint venture, reciprocal concession or otherwise with any person firm or company carrying on or being engaged in or about to carry on or engage in any business or transaction which the Association is authorised to carry on and to engage in any business or transaction capable of being conducted either directly or indirectly to benefit the Association or its members and to take or otherwise acquire shares and securities in or from any such person, firm or company and to sell, hold, re-issue with or without guarantee or otherwise deal with the same.

(xix) To draw, make, accept, endorse, discount, execute, issue and negotiate cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments and to execute guarantees.

(xx) To establish either alone or in conjunction with any other person any corporate body considered desirable in respect of the Industry.

(xxi) Generally to do all such lawful things as may be necessary incidental or conducive to the attainment of the above mentioned objects or any of them.

The objects set out in Clause 4 hereof shall be and be deemed to be separate and distinct objects and no object shall be in any way limited or circumscribed by reference to any other object.

6. MEMBERSHIP

Membership of the Association shall be limited to such persons, firms, companies or bodies corporate who are:

(i) The proprietors of any Cool or Cold Stores which hires, leases or rents any Cool or Cold Storage space for the storage of any product.

(ii) The proprietors of any Cool or Cold Stores who use their Cool storage space to store their own product.

(iii) Involved in the transport, storage or handling of products which require refrigerated or temperature controlled conditions.

7. APPLICATION FOR MEMBERSHIP

Any person, firm, company or body corporate eligible for membership under Rule 6 hereof shall apply in writing to the Executive Officer to be admitted a member of the Association. Upon notification of acceptance an invoice for the current membership subscription will be issued. Where an application for membership is received within three months of the end of the current financial year the Executive Officer will pro-rata the subscription accordingly.

8. HONORARY MEMBERSHIP

The Association may at any annual or special general meeting by a majority vote elect to the status of honorary member any person who in the opinion of the Association has rendered distinguished and honourable services to the Association or in respect of the objects for which it is established and whether or not such person is or has been a member or an associate member of the Association. Honorary membership so conferred shall continue for the life of the recipient without payment of any fees including conference registration but shall not of itself entitle any such person to have any vote in the affairs of the Association.

9. ASSOCIATE MEMBERSHIP

(i) Associate membership shall be available to:

(a) Such persons, firms, companies or bodies corporate whose business or occupations form an integral part of the building, operation or maintenance of Cool or Cold Stores generally.

(b) Those organisations which do not qualify for full membership of the Association, if they are providers of goods and/or services or technical expertise complementary to the Cool or Cold Storage Industry.

(ii) The Executive may elect to the associate membership any person, firm, company or body corporate so qualified. Such membership shall not entitle the holder to any voting rights at any meeting of the Association.

10. SUBSCRIPTIONS

All members and associate members shall pay an annual subscription which shall be determined by Resolution at every Annual General Meeting or at any special general meeting called for that purpose.

A member whose subscription is in arrears and remains unpaid after 90 days of being due shall not be entitled to any of the benefits of membership or speak or vote at any meetings of the Association.

11. LEVIES

The Association may by way of Resolution at the Annual General Meeting or at any special general meeting called for that purpose make a levy on members. Such levy shall be:

(i) In addition to the annual subscription.

(ii) Applied only to the purpose included in the resolution to make such levy.

No member shall be entitled to the benefits of the Association or to speak or vote at any meeting of the Association while any such levy made on such member remains unpaid for a period of 90 days after being due.

12. RETIREMENT OF MEMBERS

Any member wishing to retire from the Association may do so by giving notice in writing to the Executive Officer or at any meeting of the Association. A retiring member shall remain liable for the payment of all subscriptions and levies due and unpaid at the time of retirement and any such unpaid subscriptions or levies shall be a debt recoverable by the Association.

13. DISQUALIFICATION AND EXPULSION OF MEMBERS

Any member who is or becomes bankrupt or suspends payment or compounds with such member's creditors or becomes of unsound mind or becomes a mentally disorded person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992 or being a company an order is made or a resolution is effectively passed for its winding up or it goes into liquidation or a receiver is appointed or otherwise ceases comply with Clause 6 hereof shall forthwith cease to be a member. Any member being found to have transgressed any of the rules of the Association or failing to pay any levy or subscription or acting in any way contrary to the interests of the Association shall be liable to expulsion from membership by the Executive and no member who has been expelled shall have any interest or claim upon the funds of the Association.

Any such expulsion shall take immediate effect upon the member being served with written notice from the Executive Officer. An expelled member may, within 28 days of being served with notice of expulsion, request in writing that a special general meeting be called to review the expulsion. The special general meeting may -

(i) Uphold the expulsion by the Executive.

(ii) Cancel the decision of the Executive.

14. REPRESENTATIVES

Each member shall be entitled to nominate one person to represent such member at all general meetings of the Association. Each such representative shall be a director, partner, officer or employee of the member nominating such representative and every member shall forward to the Executive Officer in writing the names of the representative so nominated and details of any changes therein.

The representative nominated shall have the voting rights set out hereafter in Clause 16 hereof and for those purposes shall be deemed to be a member.

15. ASSOCIATION ANNUAL GENERAL MEETING

A general meeting of the Association shall be held annually not later than the 31st day of October in each year at such place or places as the Executive Committee may determine, unless in the opinion of the Executive circumstances do not warrant the convening of a meeting in any one year in which case the Executive shall see that the formalities required under these Rules and the Incorporated Societies Act are complied with in conjunction with a special Executive meeting.

16. VOTING

Voting at all general meetings shall be either by secret ballot or by show of hands as shall be agreed upon at that meeting upon the basis of the number of members entitled to be present thereat unless a poll is demanded by one or more of the members and on any such poll each member of the Association shall be entitled to one vote.

Notwithstanding anything herein contained members at a general meeting may by resolution duly passed by a majority vote of not less than two-thirds of the members, exclude from attendance at and participation in such meeting any representative who is or has been guilty of wilful disobedience of the Rules of the Association or of any By-Laws made under those Rules or of conduct repugnant to the objects of the Association or of its members. If any representative is so excluded from attendance the member such person represents shall be entitled to appoint some other person in the place and stead of the person so removed.

17.

business to be considered at the Annual Meeting of the Association shall be:-

(a) Consideration of the Annual Report and Statement of Accounts of the Association.

(b) Election of Executive.

(d) Such general matters as members required to be placed upon the Agenda and other matters affecting the general policy of the Association.

(e) Determining the subscriptions for the next twelve months.

18. MATTERS INCIDENTAL TO ANNUAL GENERAL MEETINGS

The Executive Officer shall notify all members entitled to receive such notice of the date and place of the annual General Meeting and the business to be conducted thereat not less than forty-two days prior to the date fixed for the same and all members shall, within twenty-one days of the receipt of such notice, forward to the Executive Officer the names of the persons representing them and any matters which the member desires to have placed on the agenda for that Annual General Meeting.

19. PROXIES

If any member is for any reason unable to be directly represented at any general meeting of the Association such member may by notice in writing delivered to the Executive Officer not later than forty-eight (48) hours prior to such general meeting appoint any other person entitled to attend at any such general meeting to be proxy for such member and any proxy so appointed shall be entitled to exercise the vote available to such member under these rules.

20.

The Chairman of any General Meeting shall be entitled to a casting vote as well as a deliberative vote.

21.

Ten members personally present or duly represented shall form a quorum at all general meetings of the Association.

22.

(i) The financial year of the Association shall end on the 3lst day of December in each year.

(ii) The subscription year of the Association shall be 1st January to 31st December in the year following.

23. EXTRAORDINARY GENERAL MEETING

Ten members of the Association may, by requisition addressed to the Executive Officer, demand that an extraordinary meeting of the Association be called to consider any matter set out in the requisition and upon receipt thereof the Executive Officer shall proceed to call such meeting with not less than 21 days notice to every member entitled to attend the same.

24.

An extraordinary resolution shall be a resolution passed at a general meeting of the Association by a majority of not less than two-thirds of those present and entitled to vote and of which notice has been duly given at the time and by the notice calling the meeting.

25. REVENUE

The revenue of the Association shall consist of monies receivable by way of subscriptions, registration fees, levies and interest on investments, sponsorship and any sales of Industry related documentation which may from time to time be developed by the Association.

26.

All monies so received may be expended by the Executive for all or any of the following purposes:

(a) The maintenance of the Registered office of the Association,

(b) The payment of salaries and travelling expenses of persons in the employ of the Association,

(c) The making of grants to any person, society or association being a member of or affiliated to the Association of such sums as may from time to time be decided,

(d) The payment of expenses incurred in connection with meetings of the Executive and any sub-committee thereof respectively and the remuneration of those committees and their travelling, hotel and other expenses as provided by these Rules,

(e) The payment of expenses incurred in connection with periodical conferences of the Association,

(f) The payment of expenses incurred in such other purposes in furtherance of the interests of the Cool and Cold Storage Industry.

27.

The Executive may also out of monies so received set aside to reserve such sums as it may from time to time determine for the general welfare of the Association and the conduct of its affairs including research into matters affecting the Industry.

28. MANAGEMENT OF THE ASSOCIATION

The management and control of the affairs and business of the Association shall be vested in a Committee (in these Rules called the Executive).

29. ELECTION OF THE EXECUTIVE

The Executive shall consist of not less than six (6) and not more than nine (9) members including the President, and Vice-President.

(i) Nominations for the Executive shall be made in writing to the Executive Officer not less than 7 days prior to the AGM in each year.

(ii) The Executive Officer shall, at least 2 days prior to the AGM each year advise all members of the nominations so received.

(iii) In the event of nominations received being equal to or less in number than those required then such persons so nominated shall be declared duly elected.

(iv) Should insufficient nominations be received then the additional members so required shall be elected at the following Annual General Meeting.

(v) Any casual vacancy in the Executive may be filled by the remaining members by the appointment of a person duly qualified in respect of which the vacancy occurs and any person so appointed to fill such vacancy shall hold office for the balance of the unexpired term of the member in whose place such member is appointed.

30. ELECTION OF PRESIDENT AND VICE-PRESIDENT

As soon as conveniently possible after the election of the Executive the Executive Officer shall call a meeting of the newly elected Executive and shall preside over it for the purpose of receiving nominations for and conducting the election of President and Vice-President of the Association.

31.

The President of the Association shall be the Chairman of the Executive and in that capacity shall have and may exercise a casting as well as a deliberative vote at any meeting of the Executive.

32.

If any matter before the Executive cannot be resolved by reason of an equality of votes upon it (including therein the matter of election of the President and the Vice-President) such matter in dispute shall be referred to the award of a single arbitrator if the Executive can agree upon one and if not to the award of two arbitrators and their umpire and in either case in accordance with the provisions of the Arbitration Act.

33. PROCEEDINGS OF THE EXECUTIVE

(a) Meetings of the Executive shall be held at such intervals as may be deemed necessary.

(b) Not less than seven days notice of a meeting of the Executive shall be given by the Executive Officer to each member of the Executive.

(c) Two members of the Executive may at any time by requisition addressed to the Executive Officer demand that a special meeting of the Executive be called and the Executive Officer on the receipt of such requisition shall convene a meeting of the Executive. Questions arising at any meeting shall be decided by a majority of votes.

(d) In the absence of the President, the Vice-President shall act as Chairman of the Executive and if both the President and Vice- President are absent from any such meeting, the members of the Executive present shall choose one of their number to be Chairman of the meeting.

(e) Five members shall form a quorum at all meetings of the Executive.

(f) A meeting of the Executive at which a quorum is present shall be competent to exercise all or any of the authorities powers and decisions by or under the Rules for the time being vested in or exercisable by the Executive generally.

(g) A resolution in writing signed by all members of the executive shall be as valid and effectual as if it had been passed at a meeting dually constituted and held.

34. SUB-COMMITTEES OF THE EXECUTIVES

(a) The Executive may delegate any of their respective powers to sub-committees consisting of such member or members as is thought fit. Any sub-committee shall in the exercise of the powers so delegated conform to any regulations, restrictions or duties which may from time to time be imposed upon it by the Executive.

(b) The meetings and proceedings of any such sub-committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Executive as far as the same are applicable thereto and are not superseded by any regulations made under Clause 34 (a) hereof.

(c) All acts done by any members of the Executive or by a sub-committee thereof respectively or by any persons acting as committee members shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Executive or of the persons acting as aforesaid or that they or any of them were disqualified be as valid as if every person had been duly appointed and was qualified to be a committee member.

(d) Notwithstanding anything to the contrary herein, the Executive shall be entitled to call upon the services of any person whom it may think desirable to add to its members on account of any special skill in any field of the Cool or Cold Storage lndustry as a co-opted member of that committee but no such co-opted member shall be entitled to vote.

(e) A resolution in writing signed by all members of a sub-committee shall be as valid and effectual as if it had been passed at a meeting duly constituted and held.

35. VOCATION OF THE OFFICE

The office of member of the Executive shall ipso facto be vacated:

(a) If a member is absent from two consecutive meetings without special leave or

(b) If a member is or becomes bankrupt or suspends payment or compounds with such member's creditors or

(c) If a member dies or becomes of unsound mind or becomes a mentally disorded person within the meaning of the Mental Health (Compulsory Assessment and Treatment) Act 1992.

(d) If a member ceases to be a representative of a member of the Association.

36.

The Association in general meeting may by an extraordinary resolution remove any member from the Executive before the expiration of such member's term of office and appoint in such member's place another person duly qualified and capable. The member so appointed shall hold office for such period only as the member in whose place the appointment was made would have held the same if such member had not been removed.

37. RENUMERATION OF COMMITTEES

Members of the Executive may be paid such remuneration by way of honorarium as may be determined by the Association in general meeting and may also be paid travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Executive or any subcommittee thereof respectively or any general meetings of the Association or in connection with the business of the Association and in addition may be paid such sum as may by prior resolution of the Association be determined in respect of any extra service performed by any such member within New Zealand or elsewhere either in respect of such member's attendance at any meeting or in respect of any special exertions in going or residing abroad or otherwise for any of the purposes of the Association.

38. EXECUTIVE OFFICER

(a) The Executive shall appoint an Executive Officer who shall hold office for such period and on such terms as to salary or otherwise as the Executive shall from time to time determine. Such appointment will be subject to a written contract signed by the Association and the Executive Officer. It shall be the duty of the Executive Officer to attend all meetings of the Association and the respective committees thereof and keep correct Minutes of the same, conduct all correspondence and issue all press and other reports. The Executive Officer shall also prepare reports for the Annual Meetings which reports shall be submitted to the Executive for approval before publication and be signed by two members of the Executive. The Executive Officer shall also arrange for the preparation, editing and publication of any newspaper, magazine, pamphlet or other publicity relating to the affairs of the Association and shall also arrange for the conduct of any inspection or research or other matters relating to the affairs of the Association and act generally in the interests of the Association and its members.

(b) The Executive Officer may also be the Treasurer and if so appointed shall carry out all the duties usually associated with that office.

39. BANKING ACCOUNT

The Association shall open an account or accounts with one or more trading banks operating within New Zealand and all cheques or other negotiable instruments drawn upon such bank or banks shall be signed by such two persons as the Executive shall from time to time determine.

40. AUDITOR

The Association shall at each Annual General Meeting appoint an Auditor to audit the accounts of the Association and such Auditor shall be a member of the Institute of Chartered Accountants of New Zealand.

41. COMMON SEAL

The Common Seal of the Association shall be kept in the custody of the Executive Officer and shall not be affixed to any instrument except by resolution of the Executive and in the presence of a member of the Executive and the Executive Officer.

42. POWER TO MAKE AND ALTER RULES

New rules may be made and existing rules amended, altered or rescinded with the consent of the majority of members voting at the Annual General Meeting of the Association.

Notice of any such proposed amendment, alteration or rescission with the full text thereof shall be forwarded to the Executive Officer not less than 42 days prior to the date fixed for the Annual General Meeting of the Association and shall be sent by the Executive Officer to each member not later than twenty-one days after the receipt thereof provided that any new rule or existing rule so to be amended, altered or rescinded as aforesaid may be altered or varied by the Annual General meeting considering the same.41. Common Seal

43. BORROWING POWER

The Executive may from time to time for the purposes of the Association raise or borrow such sum or sums of money as it may think necessary or expedient for the purposes of the Association with or without security therefor and may secure the payment of such sums by mortgage or sub-mortgage of any property real or personal belonging to the Association or by bonds, debentures or other securities and may contain such covenants, powers, conditions and agreements as the Executive may think fit.

44. INVESTMENT OF FUNDS

The Executive may from time to time invest such monies of the Association as are not immediately required by the Association in any investment for the time being authorised by law as an investment for trust funds including investments on contributory mortgages and may from time to time vary any such investments.

45. BY-LAWS

The Executive shall have power to make amend or rescind such By-Laws not being repugnant to these Rules or to the Incorporated Societies Act 1908 as it deems expedient for the more efficient conduct of the affairs of the Association.

46. DISSOLUTION

The Association may be dissolved if a resolution is passed by two-thirds majority of members present at a meeting called for the purpose and the assets of the Association shall after all liabilities are paid be distributed in such manner as such meeting shall decide but having regard among other things to the basis of allocation of funds provided by Rules 26 and 27 hereof.

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