The name of the Incorporated Association shall be AUSTRALIAN BRAFORD SOCIETY INC. (in these Rules called “the Association”.)
The Objects for which the Association is established are:
(a) To encourage the breeding of Braford cattle to develop, promote and maintain their purity, popularity and use and for that purpose to engage the services of authorised Officers;
(b) To collect, verify and publish information relating to Braford cattle;
(c) To compile and regularly maintain and update a detailed data-base of registered Braford cattle in Australia;
(d) To prescribe the requisite breed type and the characteristics of Braford cattle;
(e) To publicise and promote the breeding, development, exhibition and sale of Braford cattle;
(f) To collect, record and publish information and facts relating to the origin, history, development and maintenance of the Braford breed;
(g) To make contributions to any newspaper, journal or other publication and to advertise and publicise Braford cattle and Braford cross cattle;
(h) To conduct and/or to encourage the holding by others of exhibitions and/or shows of Braford cattle either exclusively or in company of cattle of other breeds;
(i) To collaborate with other Breed Societies and with Agricultural Societies, Government Departments and/or other instrumentalities for the purpose of promoting breed exhibitions and/or selling cattle;
(j) To establish relationships with Societies or Associations having similar objects and with any Society or Association formed to promote the welfare of Braford cattle or cattle of other breeds and to encourage exchange of views and information with any such Society or Association particularly any Society or Association formed for the welfare of Braford cattle;
(k) To do all or any things herein before authorised and all such other acts, deeds or things as may reasonably be regarded as incidental to or conducive to the attaining of the above objects or any of them;
(I) To offer prizes and make awards at any show and to contribute to the funds of any organiser of a show at which Braford cattle are or are to be exhibited;
(m) To effect insurance against loss or damage to property or against personal liability suffered or incurred by the Association or by any officer or member of the staff of the Association acting at the request of the Association or in good faith in the course of duties to the Association.
The powers of the Association are:
(a) To take over the funds and other assets and the liabilities of the present Unincorporated Association known as the AUSTRALIAN BRAFORD SOCIETY;
(b) In furtherance of the objects of the Association to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association’s premises;
(c) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of, being conveniently used in connection with, any of the objects of the Association; Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts;
(d) To enter into any arrangement with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
(e) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association;
(f) To remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the incorporated Association, or in or about the incorporated Association or promotion of the incorporated Association or in the furtherance of its objects PROVIDED HOWEVER that the income and property of the Association shall not be paid or transferred directly or indirectly to the members of the Association;
(g) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working management, carrying out, alteration or control thereof;
(h) To invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit;
(i) To take or otherwise acquire and hold shares, debentures or other securities of any Company or Body Corporate;
(j) In furtherance of the objects of the Association to lend in advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate;
(k) To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock, perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the Incorporated Association’s property or assets, present or future, and to purchase, redeem or pay-off any such securities;
(I) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
(m) exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association;
(n) To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, or any part of the Association’s property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others;
(o) To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in sub-rule (c);
(p) To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise;
(q) In furtherance of the objects of the Association to amalgamate with any one or more incorporated Associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent as least as great as that imposed upon the Association under or by virtue of Rule 41 (j);
(r) In furtherance of the objects of the Association to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated Associations with which the Association is authorised to amalgamate;
(s) In furtherance of the objects of the Association to transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated Associations with which the Association is authorised to amalgamate;
(t) To make donations for patriotic, charitable or community purposes;
(u) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.
Wherever the context shall reasonably permit, the following expressions shall have the meanings herein attributed to them, that is to say: The “RULES” means the provisions herein set out subject to such amendments whether by addition, deletion, alteration or substitution as may hereafter be made pursuant to the provisions hereof;
“MANAGEMENT COMMITTEE” denotes the Committee elected as such by postal ballot pursuant to these Rules;
“BRANCH” denotes a body formed within any State or Territory, Country, or part thereof as shall from time to time be accepted by the Management Committee; “SUB-COMMITTEE” denotes a Sub-Committee other than the Management Committee;
“MEMBER” denotes a person admitted as a Member of the Association pursuant to Rule 6;
“ASSOCIATE MEMBER” denotes a person admitted as such pursuant to Rule 9;
“COMMERCIAL MEMBER” denotes a person admitted as such pursuant to Rule 8;
“PERPETUAL MEMBER” denotes a person admitted as such pursuant to Rule 10;
“JUNIOR MEMBER” denotes a person admitted as such pursuant to Rule 11;
“APPROVED” means approved by either the Management Committee or by members in General Meeting;
“THE SECRETARY” means the Secretary of the Association and where the context reasonably permits shall be deemed to include any person, for the time being, exercising duties and enjoying privileges normally exercised and enjoyed by the Secretary;
“PERSON” shall be deemed to include individual, firm, company and institution;
“OFFICERS” shall be deemed to include the President, each Vice-President, each Management Committee Member, the Secretary, the Treasurer, the Auditor, and such Officials of the Association as may from time to time be appointed to a responsible office by the Management Committee;
“BRAFORD” in relation to an animal, denotes that it originates from a cross between a Brahman bull and a Hereford cow or vice versa and that it contains not less than approximately one quarter (1/4) nor more than approximately three quarters (3/4) of Brahman blood;
“BREEDING UP” denotes the initial process of using the Brahman and Hereford males and females for the purpose of producing the Braford;
“GRADING UP” denotes four (4) generations of breeding by using a Registered Braford with.
In these Rules where the context reasonably permits the male gender shall include the female and neuter genders and vice versa and the singular number shall include the plural number and vice versa.
The membership of the Association shall consist of ORDINARY MEMBERS, and any of the following classes of members:
(a) Commercial Members;
(b) Associate Members;
(c) Perpetual Members;
(d) Junior Members;
(e) Life Members;
(f) Honorary Members;
hereinafter unless expressly categorised as above called “a Member”.
An application for membership shall be in such form as may from time to time be prescribed by the Management Committee. The Management Committee may refuse any application without assigning any reason therefore.
Any person being the owner of at least three (3) registered Braford cattle and/or an active involvement in the Braford breed may be admitted to Membership of the Association by the Management Committee upon application by such person in writing to be lodged with the Secretary and upon acceptance of this application shall be bound by and shall at all times observe and comply with the Association’s Rules and By-Laws.
The number of Ordinary Members shall be unlimited.
Any person being the owner and breeder of Braford cattle, other than registered animals, may be admitted to Membership of the Association by the Management Committee upon application made by such person in writing and lodged with the Secretary, and upon acceptance of his application he shall be bound by and shall at all times observe and comply with the Association’s Rules and By-Laws.
A Commercial Membership shall entitle him to the following privileges:
(a) Attending all functions of the Association;
(b) The right to access the data-base of registered Braford cattle in Australia;
(c) The right to receive all literature as published from time to time and forwarded to Ordinary Members;
(d) The right to sell unregistered Braford cattle at Association sponsored sales, and exclude the privileges of:
(e) The number of Associate Members shall be unlimited.
(a) Any individual Ordinary Member of the Association may become a Perpetual Member by applying to the Management Committee in writing and lodging with the Secretary a fee calculated by multiplying the annual subscription for Ordinary Membership by ten.
(b) The applicant shall become a Perpetual Member upon acceptance of his application by the Management Committee.
(c) A Perpetual Membership cannot be passed on to the next generation.
(d) The number of perpetual Members shall be unlimited.
(e) For the purpose of this Rule an individual Ordinary Member shall not include a firm, company or institution.
Any person under the age of eighteen (18) years of age may be admitted as a Junior Member of the Association by the Management Committee by an application made by such person in writing and lodged with the Secretary and upon acceptance of this application, he shall be bound by and shall at all times observe and comply with the Association’s Rules and By-Laws.
A Junior Member may own and register up to five (5) Braford cattle for no charge, and for any number over five (5) head, shall be liable for all fees and other charges related to registering cattle, which may become normally payable by a member.
A Junior Member shall not have the right to vote at any meeting of the Association.
The number of Junior Members shall be unlimited.
The Management Committee may elect as a Life member any individual who is or has been, the registered owner alone or with others of at least (3) registered Braford Cattle or who has brought about exceptional development in the Braford Breed or in the interests of the breed.
Life Members share the same privileges and responsibilities as an Ordinary Member. A Life Member or their husband, wife or life partner shall not be liable to pay any annual subscription to the Association as any class of Member, but shall be liable for all fees and other charges which may become normally payable by a Member and otherwise shall be subject to all the disabilities and liabilities of a Member and be entitled to the privileges of a Member.
To avoid any doubt, in the case where a Life Member is not an individual Member or in partnership with their husband, wife or life partner, the annual subscription fee for the Member shall be halved until such time as the Life Member dies and shall be paid by the Member when membership is due.
The number of Life Members shall be unlimited.
(a) The Management Committee may elect as Honorary Members:
(b) An Honorary Member shall not:
(c) Honorary Members shall be entitled to register and sell Braford cattle in their own name provided that the Honorary Members pay all costs associated with the registration and sale of the cattle.
(d) The number of Honorary Members shall be unlimited.
Every person who, at the date of the incorporation of the Association, was a member of the unincorporated association and who, on or before the Twelfth day of May 1988, agrees in writing to become a member of the Association shall be admitted by the Management Committee to the same class of membership of the Association as that member held in the unincorporated association. Every member of the Association who, previous to his agreeing to become a member of the Association, has paid his subscription due on the Thirty-first day of August, 1987, as a member of the unincorporated association, shall not be liable to pay any further sum by way of annual subscription to the Association for the period prior to the Thirty-first day of August 1988.
(a) The membership fees for each class of membership shall be such sum as the Management Committee shall, from time to time, at any Management Committee meeting so determine;
(b) The membership fees for each class of membership shall be payable at such time and in such manner as the Management Committee shall, from time to time, determine;
(c) Every Member (not being a Life, Perpetual or Honorary Member) of the Association shall, in respect of each financial year of the Association, pay such subscription as the Management Committee may, from time to time, determine. PROVIDED ALWAYS that the Management Committee may, in such circumstances as it thinks fit, make such reduction or allowance to any member in respect of the subscription payable by him as the circumstances, in the opinion of the Management Committee, warrant.
(a) At the next meeting of the Management Committee after receipt of any application and the fee applicable for any class of membership, such application shall be considered by the Management Committee, who shall thereupon determine upon the admission or rejection of the applicant;
(b) Any applicant who receives the majority of the vote of the members of the Management Committee present at the meeting at which such application is being considered, shall be accepted as a member to the class of membership applied for;
(c) Upon the acceptance or rejection of an application for any class of membership the Secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.
(a) A member shall cease to be a member of the Association:
(b) Provided always, but notwithstanding anything in the Rules contained, the Management Committee shall not terminate the membership of any member, or declare him to be guilty of unethical conduct, or suspend his membership, unless and until the member has been informed of the charges laid against him, or to be considered by the Management Committee and has been given a reasonable opportunity to answer the charges and to explain his conduct or the subject matter of such charges and after the Management Committee has given due consideration to such answers and explanations.
(a) A person whose application for membership has been rejected or whose membership has been terminated may, within one (1) month of receiving written notification thereof, lodge with the Secretary written notice of his intention to appeal against the decision of the Management Committee; Upon receipt of such notification of intention to appeal against rejection or termination of membership the Secretary shall convene, within three (3) months of the date of receipt of such notice, a General Meeting to determine the appeal. At any such meeting, the applicant shall be given the opportunity to fully present his case and the Management Committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case. The appeal shall be determined by the vote of the members present at such meeting.
(b) Where a person whose application is rejected, does not appeal against the decision of the Management Committee within the time prescribed by these Rules or so appeals but the appeal is unsuccessful, the Secretary shall forthwith refund any fee paid.
(a) The Management Committee shall keep a register of:
In which the names and addresses and the class of membership of each member shall be recorded.
(b) The register of members shall be available to members for inspection at all reasonable times.
(c) Each member shall notify the Association of any change of address or other membership details and such changes shall be recorded in the register.
No member or registered owner shall exhibit a registered animal in any show or exhibition or advertise any animal in any paper, periodical or pamphlet under any but its registered name (including prefix) or as having any tattoo or brand other than its registered tattoo mark and brand.
(a) Each member shall strictly observe and act in the conformity with and not otherwise in accordance with the Rules and By-Laws of the Association;
(b) No member shall enter an animal for exhibition, competition or classification, or present an animal before a Judge or Classifier if the animal has been subjected to any operation materially altering the structure, coat colour, or the natural conformation of any part of the animal’s body (including head, legs and tail) whether by introduction of iron, liquids or other substance sub-cutaneously into any part of the body or any surgical or chemical operation correcting, deleting, or minimising defects or changing by exaggeration or otherwise the natural conformation of the animal and any operation intended to do so is prohibited. Any member offending this position shall be deemed to be guilty of unethical conduct.
(c) Members in dispute with other members regarding any registered animal, may approach members of management for advice, however, the society accepts no liability for the matter in dispute.
(a) The Management Committee of the Association shall consist of up to ten {10) members;
(b) The Management Committee shall consist of a President, two {2) Vice-Presidents and a Treasurer all of whom shall be members of the Association;
(c) There shall be a Secretary of the Association, who shall be appointed by the Management Committee and be the corresponding and recording Officer of the Association and who shall give and whom shall be given all notices on behalf of the Association and who shall, subject to the directions of the Management Committee, be entrusted with and carry out the administrative functions of the Association;
(d) The Management Committee shall consist of up to ten {10) members, five (5) of whom shall be elected in each year. Upon election, each member of the Management Committee shall hold office for a period of two (2) years;
(e) If a member of the Management Committee shall cease to hold office after having been elected to the Management Committee then the remaining members of the Management Committee may appoint another member to fill the vacancy and the person so appointed shall hold office for the balance of the two (2) year term to which the member ceasing to hold office was elected;
(f) A member of the Management Committee shall cease to hold office if he ceases to be a member of the Association or without the approval of the Management Committee, or for some other cause not approved by the Management Committee, he is absent from three {3) consecutive meetings of the Management Committee.
(a) All members of the Management Committee who are to be elected shall be elected by ballot and the Secretary shall, at least seventy (70) days and not more than ninety (90) days prior to the date of the next Annual General Meeting, by notice to members, call for nominations for the election of sufficient members to constitute a Management Committee of up to ten (10) members;
(b) Nominations for the election of members shall be in writing, signed by the Nominator, and shall be furnished to the Secretary within twenty-eight (28) days after the date of the Secretary’s Notice calling for nominations;
Within fourteen (14) days after the closing date for nominations, the Secretary shall issue ballot papers for the election of sufficient members to constitute a Management Committee of up to ten {10) members as defined in Rule 23 (a). Each ballot paper shall set out the surnames (followed by the Christian names or initials) in alphabetical order of the members nominated for election to the Management Committee, together with instructions for voting, and the ballot papers and instructions shall be posted to every member within seven (7) days last aforesaid.
Each ballot paper, in any or every postal ballot taken or conducted by the Association, for whatever purpose shall require the signature of the person eligible to cast the vote appended to it, such signature to be detachable by the Returning Officer (or in his presence) to ensure that sub-section (f) of this Section is preserved;
(c) The written consent of the person nominated for the election to the Management Committee shall be furnished through the Secretary not later than the closing date for nominations;
(d) The Management Committee shall appoint a Returning Officer and two or more Scrutineers to superintend the taking of the ballot;
(e) The ballot shall be secret and all measures necessary to ensure secrecy shall be taken by the Secretary and the Returning Officer;
(f) The ballot shall close at 4.00 p.m. in the afternoon of the day ten (10) days preceding the date of the Annual General Meeting;
(g) The Returning Officer, after counting the votes, shall certify in writing to the Chairman at the Annual General Meeting the result of the ballot and the Chairman shall declare elected up to ten (10) persons (or such lesser number as are required) whose respective totals of ballot votes exceed those of other nominees.
In issuing voting instructions each voter shall be instructed to cross out the name of each candidate for whom he does not wish to vote;
(h) In the event of any equality of votes preventing the outright election of up to ten (10) members to the Management Committee, the remaining number of members required shall be determined by lot from those candidates on equal votes and next in line for election;
(i) A ballot paper shall be informal on which appears votes for more or less than the number of candidates to be elected;
(j) The Returning Officer’s decision shall be final and binding in respect of all matters affecting the election;
(k) The election by ballot of each member to the Management Committee shall take effect as at the close of the Annual General Meeting next succeeding the close of the ballot.
(a) A President, two Vice-Presidents and a Treasurer shall be appointed annually by the members of the Management Committee at the first meeting of each annually elected Management Committee. The President and each Vice-President shall hold office until the close of the Annual General Meeting next succeeding the date of election;
(b) The office of President shall not be occupied by the same person for more than three (3) consecutive years;
(c) This office may be extended for a period of twelve {12) months, only with the majority support of members at a Special General Meeting, and only to a maximum of five (5) consecutive years.
25. FUNCTIONS OF THE MANAGEMENT COMMITTEE
(a) Except as otherwise provided by these Rules and subject to resolutions of the members of the Association carried at any General Meeting, the Management Committee:
(b) The Management Committee may exercise all powers of the Association:
(c) Each member of the Management Committee shall, as far as is practicable, keep the Management Committee informed of any conditions prevailing in the State or district in which he resides or carries on his breeding activities which may affect members or Braford cattle of that State or district and which should be taken into account by the Management Committee in its deliberations to the intent that the Management Committee shall, as far as is practicable, be informed of and may take into consideration all relevant material throughout Australia in its administration of Association affairs.
(a) The Management Committee may meet either in person or by any electronic means, adjourn and regulate its proceedings when, and as, it thinks fit. The said Management Committee will meet four (4) times per year, at least. Questions arising at any meeting other than questions of order shall be decided by a majority of votes. In the case of equality of voting the President for the time being shall have a second or casting vote;
(b) A Special Meeting of the Management Committee shall be convened by the Secretary on the requisition in writing signed by not less than one third of the members of the Management Committee, which requisition shall clearly state the reason why such Special Meeting is being convened and the nature of the business to be transacted thereat;
(c) At every meeting of the Management Committee a simple majority of a number equal to the number of members elected and/or appointed to the Management Committee as at the close of the last General Meeting of the members, shall constitute a quorum;
(d) A member of the Management Committee shall not vote in respect of any contract or proposed contract with the Association in which he is interested, or any matter arising thereat, and if he does so his vote shall not be counted;
(e) Not less than fourteen (14) days notice shall be given by the Secretary to members of the Management Committee of any Special Meeting of the Management Committee. Such notice shall clearly state the nature of the business to be discussed thereat; The President shall preside as Chairman at every meeting of the Management Committee, or if there is no President, or if at any meeting he is not present within ten {10) minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman or if the Vice-President is not present at the meeting then the members may choose one of their number to be Chairman of the meeting;
(f) If A QUORUM IS NOT PRESENT within half an hour from the time appointed for the meeting, if convened upon the requisition of members of the Management Committee, THE MEETING shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.
(a) The Management Committee of the Association may decide and determine that any part of Australia or of its mandated territory be an area for the purpose of establishing a local Branch of the Association and may from time to time abolish, subdivide, alter the boundaries of such area, or amalgamate two or more such areas to form a Branch.
(b) The purpose and object of each Branch of the Association is to preserve and promote in all ways in the respective areas, under the supervision of the Management Committee of the Association, the interest and advancement of its Members and of the Braford breed of cattle. And to engage in all lawful projects which are from time to time considered necessary and appropriate to the improvement and advancement of the breed as directed by, or consented to, by the Management Committee.
A Branch shall have the responsibility to liaise with any group or groups, operating within the Branch area and having the same objective as those of the Branch, with a view to assisting such groups with their formation and operation.
(c) The Management Committee of the Association shall, at its discretion, determine the area of any Branch of the Association and their boundaries may be altered by the Management Committee after discussion with the Branch Committee whenever it considers such action desirable.
(d) The Branch Committee is made up as follows:
(e) The Branch Committee may delegate any of its powers to a Sub-Committee consisting of such members of the Association as the Branch Committee thinks fit. Any SubCommittee so formed shall, in the exercise of the powers so delegated, conform to any regulation that may be imposed on it by the Branch Committee.
(f) Elected Members of Branch Committees
(g)
(h)
(i) A person who is a member of a Branch Committee shall hold office until:
(j) A Special Meeting of the members of a Branch shall be convened by the Chairman of the Branch or whenever called upon to do so by twenty percent (20%) of the members of that Branch.
(k) Until otherwise so determined by the Association, a quorum for a Branch Committee meeting shall be the majority of Branch Committee in number personally present. A quorum for a Branch General Meeting shall be a number equal to or more than 25% of the active membership resident within the Branch region.
(l) The Secretary of the Branch shall forward to the Secretary of the Association a copy of the minutes of each Branch Committee meeting and Branch General meeting and a copy of the Branch audited financial statements and such other information as the Management Committee of the Association may from time to time require in respect of the Branch within thirty (30) days after any Branch Committee Meeting or Branch General meeting.
(m) Any Branch shall have no authority whatsoever to pledge the credit of the Association without prior consent in writing of the Management Committee of the Association and shall at all times abide by the Policy and Rules and directions and reasonable requests of the Management Committee of the Association.
(a) The Management Committee may delegate any of its powers to a Sub-Committee consisting of such members of the Association as the Management Committee thinks fit. Any Sub-Committee so formed shall in the exercise of the powers so delegated conform to any regulation that may be imposed on it by the Management Committee;
(b) A Sub-Committee may elect a Chairman of its meetings. If no such Chairman is elected, or if at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.
(c) A Sub-Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of equality of votes, the question shall be deemed to be decided in the negative.
(d) The ruling of the Chairman of a Meeting of members or of the Management Committee or of a Sub-Committee shall be final in all matters of order and practice.
All acts done by any meeting of the Management Committee or of a sub-committee or by any person acting as a member of the Management Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Management Committee or person acting as aforesaid, or that the members of the Management Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Management Committee.
A resolution in writing signed by all the members of the Management Committee for the time being entitled to receive notice of a meeting of the Management Committee shall be as valid and effectual as if it had been passed at a meeting of the Management Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Management Committee.
The Management Committee shall cause to be:
(a) Compiled and maintained a Calf Register and data-base for Australian Braford cattle and may make such By-Laws governing all matters relating to their maintenance as it may from time to time think fit and may at any time and from time to time amend the ByLaws whether by addition, deletion, alteration or otherwise.
Without prejudice to the generality of the aforegoing the Management Committee may prescribe By-Laws:
The first general meeting shall be held at such time, not being less than one (1) month nor more than three (3) months after the incorporation of the Association, and at such place as the Management Committee may determine.
(a) The Annual General Meeting shall be held within six (6) months of the close of the financial year.
(b) The business to be transacted at every Annual General Meeting shall be:
The Secretary shall convene a special meeting:
(a) When directed to do so by the Management Committee; or
(b) On the requisition in writing signed by not less than one-third of the members presently on the Management Committee or not less than twenty (20%) percent of the active members of the Association. Such requisition shall clearly state the reasons why such a special general meeting is being convened and the nature of the business to be transacted thereat; or
(c) On being given a notice in writing of an intention to appeal against the decision of the Management Committee to reject an application for membership or to terminate the membership of any person.
(a) At any general meeting the number of members required to constitute a quorum shall be twice the number of members presently on the Management Committee plus one (1);
(b) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this rule “member” includes a person attending as a proxy or as representing a corporation which is a member;
(c) If within half an hour from the time appointed for the commencement of a general (c) meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee of the Association, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum;
(d) The Chairman may, with the consent of any meeting at which a quorum is present (d) (and shall if so directed by the meeting), adjourn the 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. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting;
(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or (e) of the business to be transacted at an adjourned meeting.
(a) The Secretary shall convene all general meetings of the Association by giving not less than twenty-one (21) days notice of any such meeting to the members of the Association;
Unless otherwise provided by these Rules, at every general meeting:
(a) The President shall preside as Chairman, or if there is no President, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairman or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chairman of the meeting.
(b) The Chairman shall maintain order and conduct the meeting in a proper and orderly manner;
(c) Every question, matter or resolution shall be decided by a majority of votes of the members present;
(d) Every member present shall be entitled to one (1) vote and in the case of an equality of votes the chairman shall have a second or casting vote. No member shall be entitled to vote at any general meeting if his annual subscription has not been paid on or before the date being thirty (30) days after the date on which the secretary sent a final written notice to the member requiring the payment of the subscription within thirty (30) days from the date of the notice.
(e) Voting shall be by show of hands or a division of members, provided that any question shall be decided by ballot, if so required, by any three (3) members present at the meeting. The Chairman shall appoint two (2) members to conduct the secret ballot in such manner as he shall determine and the result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting at which the ballot was demanded;
(f) A member may vote in person or by proxy or by attorney and on a show of hands every person present, who is a member or a representative of a member, shall have one vote and in a secret ballot every member present, in person or by proxy or by attorney or other duly authorised representative, shall have one vote;
(g) The instrument appointing a proxy shall be in writing, in the common or usual form, under the hand of the appointer or of his attorney, duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may, but need not, be a member of the Association. The instrument appointing a proxy shall be deemed to confer authority to demand, or join in demanding, a secret ballot;
(h) Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:
ASSOCIATION: ……………………………………………………………………………………………….
I, …………………………………………….. of ………………………………………… being a member
of the abovenamed Association, hereby appoint …………………. of …………………………..
or failing him, …………………………….. of ……………………………… as my proxy to vote for
me on my behalf at the (Annual) General Meeting of the Association, to be held on
the ……………. day of …………….. (year) ……………… and at any adjournment thereof.
Signed this …………………… day of ………………. (year).
Signature
This form is to be used *in favour of/*against the resolution.
*Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit.)
(i) The instrument appointing a proxy shall be deposited with the Secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote.
(j) The Secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Management Committee Meeting and General Meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the Secretary for that inspection.
For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Management Committee Meeting shall be signed by the Chairman of that Meeting or the Chairman of the next succeeding Management Committee Meeting verifying their accuracy. Similarly, the minutes of every General Meeting shall be signed by the Chairman of that Meeting or the Chairman of the next succeeding General Meeting; Provided that the minutes of any Annual General Meeting shall be signed by the Chairman of that Meeting or the Chairman of the next succeeding General Meeting or Annual General Meeting.
If such minutes are confirmed and signed as hereinbefore provided, they shall, in the absence of proof of error therein, be considered sufficient evidence of the facts stated therein.
The Management Committee may, from time to time, make, amend or repeal ByLaws, not inconsistent with these Rules, for the internal management of the Association and any by-law may be set aside by a General Meeting of members.
Subject to the provisions of the Associations Incorporation Act 1981, these Rules may be amended, rescinded or added to, from time to time, by a special resolution carried at any General Meeting of the Association; Provided that no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and approved by the Under Secretary, Department of Justice, Brisbane.
The Management Committee shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Management Committee and every instrument to which the seal is affixed shall be signed by a member of the Management Committee and shall be countersigned by the Secretary or by a second member of the Management Committee or by some other person appointed by the Management Committee for the purpose.
(a) The funds of the Association shall be banked in the name of the Association in such Bank as the Management Committee may, from time to time, direct;
(b) Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Association and the particulars usually shown in books of the like nature;
(c) All moneys shall be banked as soon as practicable after receipt thereof;
(d) All moneys of One Hundred Dollars ($100) or over shall be paid by electronic transfer or by cheque signed by or approved by any two of the President, Secretary, Treasurer or other Member authorised from time to time by the Management Committee.
(e) Cheques shall be crossed “not negotiable” except those in payment of wages, allowances or petty cash recoupment’s which may be open;
(f) The Management Committee shall determine the amount of petty cash which shall be kept on the Imprest system;
(g) All expenditure shall be approved or ratified at a Management Committee meeting;
(h) As soon as is practicable after the end of each financial year the Secretary shall cause to be prepared a Statement containing particulars of:
(k) The income and property of the Association whencesoever derived shall be used and applied solely in promotion of its objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly, or indirectly, by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Association. Provided that nothing herein contained shall prevent the payment, in good faith, of interest to any such member in respect of moneys advanced by him to the Association or otherwise owing by the Association to him or of remuneration to any officers or servants of the Association or to any member of the Association or other person in return for any services actually rendered to the Association.
(I) Provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association.
The Management Committee shall provide for safe custody of books, documents, instruments of title and securities of the Association.
The financial year of the Association shall close on the 30 June each year.
lf the Association shall be wound up in accordance with the provisions of the Association Incorporation Act “981,and there remains, after satisfaction of all its debts and liabilities, and property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other Institution or Institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of is or their income and property among is or their members to an extent at least as great as is imposed on the Association under or by virtue of Rule 41 (j), such Institution or Institutions to be determined bythe members of the Association.