Rules and Regulations

V 1.3 15.04.25

NEW ZEALAND DAIRY GOAT BREEDERS ASSOCIATION INCORPORATED CONSTITUTION

(In all CASES “he” and “his” shall be taken to mean “she” and “her” or “they” and ‘their”

where appropriate.)

1. NAME;

The Association shall be called “the New Zealand Dairy Goat Breeders Association

Incorporated.

2. INTRODUCTORY;

Charitable Status

The Society is not and does not intend to be registered as a charitable entity under the Charities

Act 2005

.Definitions

In this Constitution, unless the context requires otherwise, the following words and phrases

have the following meanings:

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including

amendments to it from time to time), and any regulations made under the Act or under any Act

which replaces it.

‘Annual General Meeting’ means a meeting of the Members of the Society held once per year

which, among other things, will receive and consider reports on the Society’s activities and

finances.

‘Chairperson’ means the Officer responsible for chairing General Meetings and committee

meetings, and who provides leadership for the Society.

‘Committee’ means the Society’s governing body.

‘Constitution’ means the rules in this document.

‘Deputy Chairperson’ means the Officer elected or appointed to deputise in the absence of

the Chairperson.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of

the Members of the Society.

‘Interested Member’ means a Member who is interested in a matter for any of the reasons set

out in section 62 of the Act.

1‘Interests Register’ means the register of interests of Officers, kept under this Constitution and

as required by section 73 of the Act.

‘Matter’ means—

(a) the Society’s performance of its activities or exercise of its powers; or

(b) an arrangement, agreement, or contract (a transaction) made or entered into, or proposed

to be entered into, by the Society.

‘Member’ means a person who has consented to become a Member of the Society and has been

properly admitted to the Society who has not ceased to be a Member of the Society.

‘Notice’ to Members includes any notice given by email, post, or courier.

‘Officer’ means a natural person who is:

 a member of the Committee, or

 occupying a position in the Society that allows them to exercise significant influence

over the management or administration of the Society, including any Chief Executive or

Treasurer.

‘Register of Members’ means the register of Members kept under this Constitution as required

by section 79 of the Act.

‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution.

For clarification Registrar or Committee Delegate means the same as Secretary.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General

Meeting, called for a specific purpose or purposes.

‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are

not Working Days include, but are not limited to, the following — a Saturday, a Sunday,

Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aro

ki a Matariki/Matariki Observance Day, and Labour Day.

Purposes

The primary purposes of the Society are to—

(a) To establish and maintain registration books in accordance with the Regulations, for the

registration of stud stock.

(b) To hold ribbon Parades.

(d) To co-operate with, and extend and amplify the efforts of other Clubs, Societies and

Associations formed for the like or similar purposes.

(e) To provide and contribute to prizes, awards and distinctions of merit in connection with

the breeding, rearing and exhibition of registered goats.

(f) To make known to the public the outstanding qualities of the breeds, and to do all things

that may be deemed advisable and necessary to promote the interests of the member of

the Association.

(g) To exercise such disciplinary and other powers as the Association shall deem fit.

2(h) To encourage frequent meetings and social activities of members and to further members’

knowledge of the breeds as and when possible.

The Society must not operate for the purpose of, or with the effect of—

 distributing, any gain, profit, surplus, dividend, or other similar financial benefit to any of

its Members (whether in money or in kind); or

 having capital that is divided into shares or stock held by its Members; or

 holding, property in which its members have a disposable interest (whether directly, or in

the form of shares or stock in the capital of the society or otherwise).

But the Society will not operate for the financial gain of Members simply if the Society—

 engages in trade,

 pays a Member for matters that are incidental to the purposes of the Society, and

the Member is a not-for-profit entity,

 distributes funds to a Member to further the purposes of the Society, and the Member—

o is a not-for-profit entity, and

o is affiliated or closely related to the Society, and

o has the same, or substantially the same, purposes as those of the Society.

 reimburses a Member for reasonable expenses legitimately incurred on behalf of

the Society or while pursuing the Society’s purposes,

 provides benefits to members of the public or of a class of the public and those persons

include Members or their families,

 provides benefits to Members or their families to alleviate hardship,

 provides educational scholarships or grants to Members or their families,

 pays a Member a salary or wages or other payments for services to the Society on arm’s

length terms (terms reasonable in the circumstances if the parties were connected or

related only by the transaction in question, each acting independently, and each acting in

its own best interests; or are terms less favourable to the Member than those terms and

the payment for services, or other transaction, does not include any share of a gain, profit,

or surplus, percentage of revenue, or other reward in connection with any gain, profit,

surplus, or revenue of the Society),

 provides a Member with incidental benefits (for example, trophies, prizes, or discounts

on products or services) in accordance with the purposes of the Society.

 on removal of the Society from the Register of Incorporated Societies having its surplus

assets distributed under subpart 5 of Part 5 of the Act to a Member that is a not-for-profit

entity.

Contact Person

(a) The Society shall have at least 1 but no more than 3 contact person(s) whom the Registrar

can contact when needed.

(b) The Society’s contact person must be:

 At least 18 years of age, and

 Ordinarily resident in New Zealand.

a General Meeting.

3(d) Each contact person’s name must be provided to the Registrar of Incorporated Societies,

along with their contact details, including:

 a physical address or an electronic address, and

 a telephone number.

(e) Any change in that contact person or that person’s name or contact details shall be

advised to the Registrar of Incorporated Societies within 20 Working Days of that

change occurring, or the Society becoming aware of the change.

3. INTERPRETATION;

If any doubt shall arise as to the construction or interpretation of any clause in the

Constitution of the Association, the decision of the Committee therein shall be conclusive

and binding on all members of the Association providing such decision is consistent with

the Act and shall be reduced to writing and recorded in the Minute Book.

4. MEMBERSHIP;

4.1.0 Minimum number of Members is 10

4.1.2 Types of Members The classes of membership and the method by

which Members are admitted to different classes of membership are as follows:

(a) Member

A Member is an individual or body corporate admitted to membership under

this Constitution and who or which has not ceased to be a Member.

(b) Life Member

A Life Member is a person honoured for highly valued services to

the Society elected as a Life Member by resolution of a General Meeting passed

by a simple majority of those Members present and voting. A Life Member shall

have all the rights and privileges of a Member and shall be subject to all the same

duties as a Member except those of paying subscriptions and levies.

An Honorary Member is a person honoured for services to the Society or in an

associated field elected as an Honorary Member by resolution of a General

Meeting passed by a simple majority of those present and voting. An Honorary

Member has no membership rights, privileges or duties.

(d) Affiliated member

An Affiliated Regional or Breed Group/Club is an Affiliated member under

this Constitution are broader connections and associations that do not involve

formal membership and voting rights.

4.2.0 Every applicant for membership must consent in writing to becoming

a Member.

4.2.1 Becoming a Member: An applicant for membership must complete and sign any

application form, supply any information, or attend an interview as may be

reasonably required by the Committee regarding an application for membership

4and will become a Member on acceptance of that application by the Committee

and payment of current membership fee.

4.2.2 The Committee may accept or decline an application for membership at its sole

discretion. The Committee must advise the applicant of its decision.

4.2.3 The signed written consent of every Member to become a Society Member shall

be retained in the Society’s membership records.

4.2.4 No nominated agent on behalf of any member having been excluded from

membership may have their application of membership approved.

4.3.0 Members Obligations & Rights:

4.3.1 Every Member shall provide the Society in writing with that Member’s name

and contact details (namely, physical or email address and a telephone number)

and promptly advise the Society in writing of any changes to those details.

4..3.2 4.3.3 4.3.4 4.3.5 4.3.6 All Members shall promote the interests and purposes of the Society and shall do

nothing to bring the Society into disrepute and to report to the committee any

instances whereby the Constitution and Bylaws are considered to have been

breached or violated or any instance of conduct not pursuant to the interests of the

Association, the membership or the caprine breeds.

A Member is only entitled to exercise the rights of membership (including

attending and voting at General Meetings, accessing or using

the Society’s premises, facilities, equipment and other property, and participating

in Society activities, including registrations) if all subscriptions and any other fees

have been paid to the Society by their respective due dates, but no Member or

Life Member is liable for an obligation of the Society by reason only of being

a Member.

Any Member that is a body corporate shall provide the Committee, in writing,

with the name and contact details of the person who is the organisation’s

authorised representative, and that person shall be deemed to be the organisation’s

proxy for the purposes of voting at General Meetings.

The Committee may decide what access or use Members may have of or to any

premises, facilities, equipment or other property owned, occupied or otherwise

used by the Society, and to participate in Society activities, including any

conditions of and fees for such access, use or involvement.

Applications for membership, renewal or admission to membership agree to be

bound by the Constitution and Bylaws (Regulations, Breed Standards and Policies

and Procedures) of the Association.

54.4.0 Membership Renewal

4.4.1 4.4.2 4.4.3 4.4.4 4.4.5 A membership renewal application form shall be sent to all current members

including affiliated groups at their last known address.

Membership will only be accepted on receipt of a completed membership renewal

application form and payment of current membership fee.

A copy of the current Constitution and Bylaws shall be forwarded to each new

member including affiliated groups. Members will be advised of alterations to

Constitution and Bylaws.

No excluded member nor their partner, spouse, children, family trust members,

estate executives or any other nominated agent, real or implied, may apply for a

membership renewal on behalf or in their place.

Voting will be electronic. If you are unable to use electronic means contact the

Registrar for voting papers.

4.5.0 A Member ceases to be a Member -

 by resignation from that Member’s class of membership by written notice to

the Committee, or any member of the Committee.

 on termination of a Member’s membership following a dispute resolution process

under this Constitution, or

 on death (or if a body corporate on liquidation or deregistration, or if a partnership

on dissolution of the partnership), or

 by resolution of the Committee where—

(a) The Member has failed to pay a subscription, levy or other amount due to

the Society within 90 Days of the due date for payment. In the opinion of

the Committee.

(b) The Member has brought the Society into disrepute.

with effect from (as applicable)—

 the date of receipt of the Member’s notice of resignation by the Committee (or

any subsequent date stated in the notice of resignation), or

 the date of termination of the Member’s membership under this Constitution, or

 the date of death of the Member (or if a body corporate from the date of its

liquidation or deregistration, or if a partnership from the date of its dissolution), or

 the date specified in a resolution of the Committee and when a Member’s

membership has been terminated the Committee shall promptly notify the

former Member in writing.

4.5.1 Whenever any person shall cease to be a member of the Association his name

shall be removed from the Register, and he shall, from that date of his ceasing to

be a member, cease to have any claim or interest in respect of the Association,

and shall forthwith return to the Association any cups or trophies that, being the

property of the Association, are in his possession at that time.

64.5.2 Termination of Membership – From the date of his ceasing to be a member, all

services, i.e. processing of all registration matters, issuing of production,

classification and show awards, supply of all and any stud information by either

paper or electronic means and all other privileges of membership shall cease. All

information, either by paper or electronic held by him on behalf of the

association, when ceasing to be a member, shall be returned to the official office

of the association within 14 days.

4.6.0 Re admission to membership

 Any former Member may apply for re-admission in the manner prescribed for

new applicants, and may be re-admitted only by resolution of the Committee.

 But, if a former Member’s membership was terminated following a disciplinary

or dispute resolution process, the applicant may be re-admitted only by a

resolution passed at a General Meeting on the recommendation of

the Committee.

5.1.0 SUBSCRIPTIONS;

5.1.1 5.1.2 5.1.3 Annual Subscriptions are due and payable in advance upon application for

membership, and on the date stated upon the annual subscription renewal notice.

A person becoming a member during the last two months of any subscription

period shall be granted membership until the end of the subscription period of the

following year.

The Annual Subscription to the Association shall be fixed at the Annual General

Meeting each year, and shall be notified to members in the next issue of the

“Dairy Goat News”. The subscription shall be payable in advance as at 1 June

each year, and the subscription renewal forms will be sent to members at their last

known address.

No member shall be allowed to vote or compete for any prizes or trophies of the

Association or in any way enjoy the privileges of membership until his

subscription and all other outstanding amounts due by him to the Association

have been paid. Subscriptions must be paid before closing entries of shows.

6.1.0 GENERAL MEETINGS;

6.1.1 Procedures for All General Meetings

(a) The Committee shall give all Members at least fourteen Days’ written Notice of

any General Meeting and of the business to be conducted at that General Meeting.

That Notice will be addressed to the Member at the contact address notified to

the Society and recorded in the Society’s register of members. The General

Meeting and its business will not be invalidated simply because one or

more Members do not receive the Notice of the General Meeting.

7(b) Only financial Members may speak and vote at General Meetings.

financial Members attend throughout the meeting and this will constitute a quorum.

6.1.2 If, within half an hour after the time appointed for a meeting a quorum is not

present, the meeting – if convened upon request of Members – shall be dissolved.

In any other case it shall stand adjourned to a day, time and place determined by

the Chairperson of the Society, and if at such adjourned meeting a quorum is not

present those Members present in person shall be deemed to constitute a

sufficient quorum of five members.

6.1.3 A Member is entitled to exercise one vote on any motion at a General

Meeting in person and voting at a General Meeting shall be by voices or by

show of hands or, on demand of the chairperson or of 2 or

more Members present, by secret ballot.

6.1.4 Unless otherwise required by this Constitution, all questions shall be decided by

a simple majority of those in attendance and voting at a General Meeting or

voting by remote ballot.

6.1.5 Any decisions made when a quorum is not present are not valid.

6.1.6 The Society may pass a written resolution in lieu of a General Meeting, and a

written resolution is as valid for the purposes of the Act and this Constitution as

if it had been passed at a General Meeting if it is approved by no less than 75%

of the eligible financial Members voting on the resolution. A written resolution

may consist of 1 or more documents in similar form (including letters, electronic

mail, or other similar means of communication) each proposed by or on behalf of

6 or more Members. A Member may give their approval to a written resolution

by signing the resolution or giving approval to the resolution in any other manner

permitted by the Constitution (for example, by electronic means, email, or online

link.

6.1.7 6.1.8 General Meetings may be held at one or more venues by Members present in

person and/or using any real-time audio, audio and visual, or electronic

communication that gives each Member a reasonable opportunity to participate.

All General Meetings shall be chaired by the Chairperson. If

the Chairperson is absent, the Deputy Chair person shall chair that meeting.

Any person chairing a General Meeting has a deliberative and, in the event of a

tied vote, a Casting Vote.

6.1.9 Any person chairing a General Meeting may —

 With the consent of a simple majority of Members present at any General

Meeting adjourn the General Meeting from time to time and from place to place

8but no business shall be transacted at any adjourned General Meeting other than

the business left unfinished at the meeting from which the adjournment took

place.

 Direct that any person not entitled to be present at the General Meeting, or

obstructing the business of the General Meeting, or behaving in a disorderly

manner, or being abusive, or failing to abide by the directions of the chairperson

be removed from the General Meeting, and

 In the absence of a quorum or in the case of emergency, adjourn the General

Meeting or declare it closed.

6.1.10

(a) The Committee may propose motions for the Society to vote on (‘Committee

Motions’), which shall be notified to Members with the notice of the General

Meeting.

(b) Any Member may request that a motion be voted on (‘Member’s Motion’) at

a General Meeting, by giving notice to the Secretary or Committee at least 30 Days

before that meeting.

Information’).

(d) If notice of the motion is given to the Secretary or Committee before

written Notice of the General Meeting is given to Members, notice of the motion

shall be provided to Members with the written Notice of the General Meeting.

(e) Constitution changes - refer to alterations to the Constitution 23.1.0.

7. MINUTES;

The Society must keep minutes of all General Meetings.

8.1.0 TIMING OF AGM;

8..1.1 An Annual General Meeting shall be held once a year on a date and at a location

and/or using any electronic communication determined by the Committee and

consistent with any requirements in the Act, and the Constitution relating to the

procedure to be followed at General Meetings shall apply.

8.1.2 The Annual General Meeting must be held no later than the earlier of the

following—

 6 months after the balance date of the Society

 15 months after the previous annual meeting.

8.1.3 Business of AGM

The business of an Annual General Meeting shall be to—

 Confirm the minutes of the last Annual General Meeting and any Special

General Meeting(s) held since the last Annual General Meeting.

 Adopt the annual report on the operations and affairs of the Society.

 Adopt the Committee’s report on the finances of the Society, and the annual

financial statements.

9 The election of Patron and Vice Patron for the ensuing year.

 The election of Officers for the ensuring year shall be in accordance with the

provisions of this constitution for Election of Officers.

 Election of Auditor if the meeting agrees to elect an Auditor for the incoming

financial year.

 Set any subscriptions for the current financial year.

 Consider any motions of which prior notice has been given to Members with

notice of the Meeting.

 Consider any amendments to the Constitution or Bylaws.

 Consider any general business.

 Contact person appointed by the Committee at the Annual General Meeting.

8.1.4 The Committee must, at each Annual General Meeting, present the following

information—

 An Annual Report on the operation and affairs of the Society during the most

recently completed accounting period,

 The Annual Financial statements for that period, and

 Notice of any disclosures of conflicts of interest made by Officers during that

period (including a summary of the matters, or types of matters, to which those

disclosures relate).

9.1.0 SPECIAL GENERAL MEETINGS;

Special General Meetings may be called at any time by the Committee by resolution.

9.1.1 The Committee must call a Special General Meeting if it receives a written

request signed by 6 Members.

9.1.2 Any resolution or written request must state the business that

the Special General Meeting is to deal with.

9.1.3 The rules in this Constitution relating to the procedure to be followed

at General Meetings shall apply to a Special General Meeting, and

a Special General Meeting shall only consider and deal with the business

specified in the Committee’s resolution or the written request by Members for

the Meeting.

10.1.0 COMMITTEE;

10.1.1 The Committee will consist of at least 5 with a maximum of 7 Officers.

Officers on the Committee must be either:

 Members of the Society, or

 Representatives of bodies corporate that are Members of the Society.

1010.1.2 Functions of the Committee

From the end of each Annual General Meeting until the end of the next,

the Society shall be managed by, or under the direction or supervision of,

the Committee, in accordance with the Incorporated Societies Act 2022, any

Regulations made under that Act, and this Constitution.

10.1.3 Powers of the Committee:

The Committee has all the powers necessary for managing — and for directing

and supervising the management of — the operation and affairs of the Society,

subject to such modifications, exceptions, or limitations as are contained in

the Act or in this Constitution.

10.1.4 Sub Committees

The Committee may appoint sub-committees consisting of such persons (whether

or not Members of the Society) and for such purposes as it thinks fit. Unless

otherwise resolved by the Committee—

 The quorum of every sub-committee is half the members of the sub-committee

but not less than 2,

 No sub-committee shall have power to co-opt additional members,

 A sub-committee must not commit the Society to any financial expenditure

without express authority from the Committee, and

 A sub-committee must not further delegate any of its powers.

10.1.5 General Matters

The Committee and any sub-committee may act by resolution approved during a

conference call using audio and/or audio-visual technology or through a written

ballot conducted by email, electronic voting system, an online link or post, and

any such resolution shall be recorded in the minutes of the next Committee or

sub-committee meeting.

10.1.6 Other than as prescribed by the Act or this Constitution, the Committee or any

sub-committee may regulate its proceedings as it thinks fit.

11.1.0 COMMITTEE MEETINGS;

11.1.1 The quorum for Committee meetings is at least 3 members of the Committee.

11.1.2 A meeting of the Committee may be held either—

(a) by a number of the members of the Committee who constitute a quorum, being

assembled together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all members of

the Committee participating and constituting a quorum can simultaneously hear

each other throughout the meeting.

1111.1.3 A resolution of the Committee is passed at any meeting of the Committee if a

majority of the votes cast on it are in favour of the resolution. Every Officer on

the Committee shall have one vote.

11.1.4 The election of the Chairperson of the Committee shall be in accordance with the

provisions of this constitution for Election of Officers.

11.1.5 The members of the Committee shall elect one of their number as Deputy

Chairperson of the Committee. If at a meeting of the Committee, the chairperson

is not present, the Deputy Chairperson shall be Chairperson of the meeting and

the Chairperson does have a casting vote in the event of a tied vote on any

resolution of the Committee.

11.1.6 Except as otherwise provided in this Constitution, the Committee may regulate

its own procedure.

11.1.7 Frequency:

The Committee shall meet at least twice yearly or as required at such times and

places and in such manner (including by audio, audio and visual, or electronic

communication) as it may determine and otherwise where and as convened by

the Chairperson or Secretary.

11.1.8 The Secretary, or other Committee member nominated by the Committee, shall

give to all Committee members not less than 7 Days’ notice

of Committee meetings, but in cases of urgency a shorter period of notice shall

suffice.

12.1.0 OFFICERS;

12.1.1 Qualifications of Officers:

Every Officer must be a natural person who—

 has consented in writing to be an officer of the Society, and

 certifies that they are not disqualified from being elected or appointed or

otherwise holding office as an Officer of the Society.

12.1.2 Officers must not be disqualified under section 47(3) of the Act from being

appointed or holding office as an Officer of the Society, namely—

(a) a person who is under 16 years of age

(b) a person who is an undischarged bankrupt

concerned or taking part in the management of, an incorporated or unincorporated

body under the Companies Act 1993, the Financial Markets Conduct Act 2013, or

the Takeovers Act 1993, or any other similar legislation

(d) A person who is disqualified from being a member of the governing body of a

charitable entity under section 16(2) of the Charities Act 2005

12(e) a person who has been convicted of any of the following, and has been sentenced

for the offence, within the last 7 years—

i. an offence under subpart 6 of Part 4 of the Act

ii. a crime involving dishonesty (within the meaning of section 2(1) of the

Crimes Act 1961)

iii. an offence under section 143B of the Tax Administration Act 1994

iv. an offence, in a country other than New Zealand, that is substantially

similar to an offence specified in subparagraphs (1) to (3)

v. a money laundering offence or an offence relating to the financing of

terrorism, whether in New Zealand or elsewhere

(f) a person subject to:

i. a banning order under subpart 7 of Part 4 of the Act,or

ii. an order under section 108 of the Credit Contracts and Consumer Finance

Act 2003, or

iii. a forfeiture order under the Criminal Proceeds (Recovery) Act 2009, or

iv. a property order made under the Protection of Personal and Property

Rights Act 1988, or whose property is managed by a trustee corporation

under section 32 of that Act.

(g) a person who is subject to an order that is substantially similar to an order referred

to in paragraph (6) under a law of a country, State, or territory outside New

Zealand that is a country, State, or territory prescribed by the regulations (if any)

of the Act.

12.1.3 Prior to election or appointment as an Officer a person must—

 consent in writing to be an Officer, and

 certify in writing that they are not disqualified from being elected or appointed as

an Officer either by this Constitution or the Act.

Note that only a natural person may be an Officer and each certificate shall be

retained in the Society’s records.

12.2.0 Officers Duties

At all times each Officer:

(a) shall act in good faith and in what he or she believes to be the best interests of

the Society,

(b) must exercise all powers for a proper purpose,

the Act or this Constitution,

(d) when exercising powers or performing duties as an Officer, must exercise the

care and diligence that a reasonable person with the same responsibilities would

exercise in the same circumstances taking into account, but without limitation:

i. the nature of the Society,

ii. the nature of the decision, and

iii. the position of the Officer and the nature of the responsibilities

undertaken by him or her

13(e) must not agree to the activities of the Society being carried on in a manner likely

to create a substantial risk of serious loss to the Society or to

the Society’s creditors, or cause or allow the activities of the Society to be carried

on in a manner likely to create a substantial risk of serious loss to the Society or

to the Society’s creditors, and

(f) must not agree to the Society incurring an obligation unless he or she believes at

that time on reasonable grounds that the Society will be able to perform the

obligation when it is required to do so.

12.3.0 Election of Officers:

Officers shall be elected by remote ballot in accordance with the procedures for

giving Notice:

(a) At least 3 months prior to the proposed Election Date, the Committee shall:

i. Set the Election Date for elections to the Committee, and

ii. Appoint a Returning Officer for those elections to the Committee.

(b) Within 7 Days of determining the Election Date the Society shall give Notice to

all financial Members calling for nominations for Committee positions requiring

to be filled, and such Notice shall include a nomination form and shall specify the

date such nominations must be in the hands of the Returning Officer appointed

under sub-paragraph (a) (ii) above, such date being not less than 60 Days prior to

the Election Date.

the nominee with a declaration that the nominee is not disqualified from being

appointed or holding office as an Officer (as described in the ‘Qualification of

Officers’ rule above) and may be accompanied by a signed biography not

exceeding one A4 page. Candidates for election must be financial members and

must be proposed and seconded by financial members of the Association. This

excludes junior, intermediate and associate members. The nomination form must

be signed by the proposer and seconder and endorsed by the nominee and reach

the Secretary / Registrar or Delegate of the Committee not later than 60 days prior

to the date of the forthcoming Annual General Meeting. The election date is the

date of the AGM.

(d) At least 30 Days prior to the Election Date the Secretary shall give Notice to all

financial Members of the nominations received for Committee positions and, in

the event that there are a greater number than required for specific positions,

forwarding a voting paper or an online link accompanied by the biographies of the

candidates for election. Such voting paper shall specify the latest date (not less

than 7 Days prior to the Election Date) it must be in the hands of the Returning

Officer appointed by the Committee to be counted as a valid vote.

(e) In the event of a ballot being required under sub-paragraph (d) above the

candidate/s polling the highest number of votes of financial Members shall be

declared elected by the Society or the Returning Officer.

(f) The failure for any reason of any financial Member to receive such Notice shall

not invalidate the election.

14(g) In the event of any vote being tied the tie shall be resolved by the

incoming Committee who shall retire to a closed meeting to resolve the tie

(excluding those in respect of whom the votes are tied).

(h) In addition to Officers elected under the foregoing provisions of this rule,

the Committee may appoint other Officers for a specific purpose, or for a limited

period, or generally until the next Annual General Meeting. Unless otherwise

specified by the Committee any person so appointed shall have full speaking and

voting rights as an Officer of the Society. Any such appointee must, before

appointment, supply a signed consent to appointment and a certificate that the

nominee is not disqualified from being appointed or holding office as

an Officer (as described in the ‘Qualification of Officers’ rule above).

12.3.1 Voting papers shall not be destroyed until a period 42 days has elapsed.

13.1.0 ELECTION OF CHAIR PERSON; The mode of election of Chair Person shall be:

13.1.1 Notice shall be given in the first issue of the Association’s Publication each year

calling for the nomination of Chair Person.

13.1.2 Those eligible are any of the current serving Officers who have served at least one

year, or those who have served at least one year and who must be standing for re-

election to the committee. In the event of a nominee being elected as chair person

he will be deemed to be elected onto committee. Voting for Chair Person is to be

in accordance with the provisions of this constitution for Election of Officers.

13.1.3 In the event of there being no nominations of eligible Officers or only

nominations deemed invalid, the Chairperson shall be elected by the incoming

committee at the first committee meeting following the Annual General Meeting.

13.1.4 Those filling casual vacancies or less than a year are not eligible for nomination

for chair person if re-elected as an officer unless they have served a recent year

term within the preceding three years of the election.

13.1.5 The Immediate Past Chair Person shall be confirmed at each Annual General

Meeting for a term of one year only following the election of the Chair Person at

that meeting. The Deputy Chair shall be elected by the incoming committee at the

first committee meeting following the Annual General Meeting. To be eligible

they must be a member of the Committee for at least one year immediately

preceding election.

14.1.0 TERM OF OFFICE:

The term of office for all Officers elected to the Committee shall be 3 year(s),

expiring at the end of the Annual General Meeting in the year corresponding

with the last year of each Officer’s term of office.

1515.1.0 ELECTION OF PATRON AND VICE-PATRON;

The Annual General Meeting may nominate a person or persons for the position(s) of

Patron and Vice Patron, who shall be deemed to be elected upon acceptance of the

positions.

16.1.0 REMOVAL OF OFFICER;

16.1.1 An Officer shall be removed as an Officer by resolution of the Committee or

the Society where in the opinion of the Committee or the Society —

(a) The Officer elected to the Committee has been absent from 3 committee

meetings without leave of absence from the Committee.

(b) The Officer is no longer a financial member.

(d) The Officer has failed to disclose a conflict of interest.

(e) The Committee passes a vote of no confidence in the Officer.

with effect from (as applicable) the date specified in a resolution of

the Committee or Society.

16.1.2 Any casual vacancies terminate at the following Annual General Meeting or

shorter if the Committee deems the purpose is no longer required. The

Committee shall give 30 days notice of the decision.

17.1.0 CEASING TO HOLD OFICE;

17.1.1 An Officer ceases to hold office when they resign (by notice in writing including

any electronic means including but not limited to email, messenger or text to

the Committee), are removed, die, or otherwise vacate office in accordance with

section 50(1) of the Act.

17.1.2 Each Officer shall within 30 Days of submitting a resignation or ceasing to hold

office, deliver to the Committee all books, papers and other property of

the Society held by such former Officer.

18.1.0 CONFLICTS OF INTEREST;

18.1.1 An Officer or member of a sub-committee who is an Interested Member in

respect of any Matter being considered by the Society, must disclose details of

the nature and extent of the interest (including any monetary value of the interest

if it can be quantified)—

(a) to the Committee and or sub-committee, and

(b) in an Interests Register kept by the Committee.

18.1.2 Disclosure must be made as soon as practicable after the Officer or member of a

sub-committee becomes aware that they are interested in the Matter.

18.1.3 An Officer or member of a sub-committee who is an Interested

Member regarding a Matter—

16(a) must not vote or take part in the decision of the Committee and/or sub-committee

relating to the Matter unless all members of the Committee who are not

interested in the Matter consent; and

(b) must not sign any document relating to the entry into a transaction or the initiation

of the Matter unless all members of the Committee who are not interested in

the Matter consent; but

to the Matter and be present at the time of the decision of the Committee and/or

sub-committee (unless the Committee and/or sub-committee decides otherwise).

18.1.4 However, an Officer or member of a sub-committee who is prevented from

voting on a Matter may still be counted for the purpose of determining whether

there is a quorum at any meeting at which the Matter is considered.

18.1.5 Where 50 per cent or more of Officers are prevented from voting on

a Matter because they are interested in that Matter, a Special General

Meeting must be called to consider and determine the Matter, unless all non-

interested Officers agree otherwise.

18.1.6 Where 50 per cent or more of the members of a sub-committee are prevented

from voting on a Matter because they are interested in that Matter,

the Committee shall consider and determine the Matter.

19.1.0 RECORDS;

19.1.1 Register of Members;

The Society shall keep an up-to-date Register of Members.

19.1.2 For each current Member, the information contained in the Register of Members

shall include —

 Their name, and

 The date on which they became a Member (if there is no record of the date they

joined, this date will be recorded as ‘Unknown’), and

 Their contact details, including —

i. A physical address or an electronic address, and

ii. A telephone number.

19.1.3 The register will also include each Member's —

 Postal address

 Email address (if any)

 whether the Member is financial or unfinancial

19.1.4 Every current Member shall promptly advise the Society of any change of

the Member’s contact details.

1719.1.5 The Society shall also keep a record of the former Members of the Society. For

each Member who ceased to be a Member within the previous 7 years,

the Society will record:

 The former Member's name, and

 The date the former Member ceased to be a Member.

20.1.0 INTERESTS REGISTER;

20.1.1 The Committee shall at all times maintain an up-to-date register of the interests

disclosed by Officers and by members of any sub-committee.

(a) Officers have a duty to disclose interests to the committee. They must make this

disclosure as soon as they become aware they have an interest in any matter being

considered by the committee.

(b) Including members of a sub-committee reflects current best practice.

interests register, and an officer of the society may inspect this register at any

reasonable time.

21.1.0 ACCESS TO INFORMATION FOR MEMBERS:

21.1.1 A Member may at any time make a written request to the Society for information

held by the Society.

The request must specify the information sought in sufficient detail to enable the

information to be identified.

The Society must, within a reasonable time after receiving a request —

(a) provide the information, or

(b) agree to provide the information within a specified period, or

reasonable charge to the Society (which must be specified and explained) to meet

the cost of providing the information, or

(d) refuse to provide the information, specifying the reasons for the refusal.

21.1.2 Without limiting the reasons for which the Society may refuse to provide the

information, the Society may refuse to provide the information if —

(a) withholding the information is necessary to protect the privacy of natural persons,

including that of deceased natural persons, or

(b) the disclosure of the information would, or would be likely to, prejudice the

commercial position of the Society or of any of its Members, or

financial or commercial position of any other person, whether or not that person

supplied the information to the Society, or

(d) the information is not relevant to the operation or affairs of the society, or

(e) withholding the information is necessary to maintain legal professional privilege,

18(f) the disclosure of the information would, or would be likely to, breach an

enactment, or

(g) the burden to the Society in responding to the request is substantially

disproportionate to any benefit that the Member (or any other person) will or may

receive from the disclosure of the information, or

(h) the request for the information is frivolous or vexatious, or

(i) the request seeks information about a dispute or complaint which is or has been

the subject of the procedures for resolving such matters under

this Constitution and the Act.

21.1.3 If the Society requires the Member to pay a charge for the information,

the Member may withdraw the request, and must be treated as having done so

unless, within 14 Days after receiving notification of the charge,

the Member informs the Society —

(a) that the Member will pay the charge; or

(b) that the Member considers the charge to be unreasonable.

Nothing in this rule limits Information Privacy Principle 6 of the Privacy Act 2020

relating to access to personal information.

22.1.0 FINANCES;

22.1.1 Control & Management

The funds and property of the Society shall be—

 controlled, invested and disposed of by the Committee, subject to

this Constitution, and

 devoted solely to the promotion of the purposes of the Society.

22.1.2 The Committee shall maintain bank accounts in the name of the Society.

Such bank accounts must have a minimum of two signatories to authorise any

payments.

22.1.3 All money received on account of the Society shall be banked within 14 Days of

receipt.

22.1.4 All accounts to be paid shall be submitted to the Committee for approval of

payment. Payments shall be made by online banking. Two signatories must

authorise each payment.

22.1.5 The Committee must ensure that there are kept at all times accounting records

that—

(a) correctly record the transactions of the Society, and

(b) allow the Society to produce financial statements that comply with the

requirements of the Act, and

required under any legislation or the Society's Constitution).

1922.1.6 The Committee must establish and maintain a satisfactory system of control of

the Society's accounting records.

22.1.7 The accounting records must be kept in written form or in a form or manner that

is easily accessible and convertible into written form. And the accounting records

must be kept for the current accounting period and for the last 7 completed

accounting periods of the Society.

22.1.8 The Society's financial year shall commence on 1st March of each year and end on

28 February (the latter date being the Society’s balance date.

22.1.9 An Auditor and or suitably qualified person may be elected at each annual general

meeting, and if elected will examine the submitted financial records, and report to

the members at the following Annual General Meeting, certifying in such report

as to the correctness of the financial statements.

22.1.10 Minimum requirements for financial statements for the accounting period must

contain the following information:

(a) the income and expenditure, or receipts and payments, of the society during the

accounting period and

(b) the assets and liabilities of the society at the close of the accounting period

any of the property of the society at the close of the accounting period.

22.1.11 The Auditor or suitably qualified person shall retire from Office at the next

Annual General Meeting after his appointment but shall be eligible for

re-election.

22.1.12 No Member of the Association shall be eligible for election as Auditor.

22.1.13The operation of the Association’s Banking Account shall be decided by the

Committee from time to time by resolution approved and duly entered into the

Minutes.

22.1.14 The Council Committee on behalf of the Association may:

(a) Raise money for any of the objects of the Association.

(b) The control and investment of funds of the Association shall be in the hands of

the Committee with power to invest and reinvest funds in the name of the

Association in such securities of investments as it thinks fit.

2023.1.0 ALTERATIONS TO THE CONSTITUTION;

23.1.1 All amendments must be made in accordance with this Constitution. Any minor

or technical amendments shall be notified to Members as required by section 31

of the Act.

23.1.2 The Society may amend or replace this Constitution at a General Meeting by a

resolution passed by a Simple majority of those Members present and voting.

23.1.3 That amendment may be approved by a resolution passed in lieu of a meeting but

only if authorised by this Constitution.

23.1.4 Any proposed resolution to amend or replace this Constitution shall be signed by

at least 6 eligible Members and given in writing to the Committee at least 90

Days before the General Meeting at which the resolution is to be considered and

accompanied by a written explanation of the reasons for the proposal.

23.1.5 At least 30 Days before the General Meeting at which any amendment is to be

considered the Committee shall give to all Members notice of the proposed

resolution, the reasons for the proposal, and any recommendations

the Committee has.

23.1.6 When an amendment is approved by a General Meeting or by resolution in lieu of

meeting it shall be notified to the Registrar of Incorporated Societies in the form

and manner specified in the Act for registration, and shall take effect from the

date of registration.

23.1.7 Alterations to the Constitution proposed by members and/or committee that are

placed before committee and notified to the members cannot be withdrawn for

any reason prior to discussion at General or Annual General Meeting. All such

proposals shall be circulated to members with Notice of Annual General Meeting,

or General Meeting. At the Meeting the matter will be introduced and discussed.

Proposals may be revised or withdrawn at the termination of the discussion with

the agreement of the proposer (or the designated representative). At the end of the

discussion the Chair shall announce the provisional circulation date for the post or

electronic vote, for the proposed resolution to be passed in lieu of meeting, which

shall be no later than the first week of July, allowing time for a report of the

discussion to reach members either through the Dairy Goat News or by some

other means.

2123.1.8 Process for voting on resolution in Lieu of meeting:

The Secretary, Registrar or delegate of the Committee shall then issue a voting

paper or an online link to each member eligible to vote, addressed to such

member at his last recorded address, the proposed resolution together with voting

instructions. Such proposed resolution and voting instruction is dated with, and

sent to the member on, the provisional circulation date to record their votes.

Each member shall record his vote, according to the instructions within 30 days

after the circulation date. Votes received by the Secretary, Registrar or delegate of

the Committee within 30 days after the circulation date will be placed before the

committee, and if the Committee finds not less than 75% of the valid votes cast

are in favour of any such resolution, it shall declare such resolution to be carried,

and it shall take effect accordingly within three months of the circulation date.

Otherwise the proposed resolution will lapse. The fact that any member does not

receive the resolution and voting instructions shall not invalidate the ballot

providing that the resolution and voting instructions were forwarded to the last

known address of such member. The Secretary, Registrar or delegate of the

Committee shall convey the results of the voting to the members within 5 working

days to an address of each person entitled to vote and by publishing them in the

next issue of the ‘Dairy Goat News’.

Note — ‘Relevant majority’ means a simple majority of the voting members or, if

required by the constitution, a higher majority.

24.1.0 CONFLICT RESOLUTION;

24.1.1 Meaning of Dispute and Complaint

A dispute is a disagreement or conflict involving the Society and/or

its Members in relation to specific allegations set out below.

24.1.2 The disagreement or conflict may be between any of the following persons—

(a) 2 or more Members

(b) 1 or more Members and the Society

(d) 2 or more Officers

(e) 1 or more Officers and the Society

(f) 1 or more Members or Officers and the Society.

24.1.3 The disagreement or conflict relates to any of the following allegations—

(a) a Member or an Officer has engaged in misconduct

(b) a Member or an Officer has breached, or is likely to breach, a duty under

the Society's Constitution or bylaws or the Act

22(d) a Member's rights or interests as a Member have been damaged

or Member's rights or interests generally have been damaged.

24.1.4 A Member or an Officer may make a complaint by giving to the Committee (or

a complaints subcommittee) a notice in writing that—

(a) states that the Member or Officer is starting a procedure for resolving a dispute

in accordance with the Society's Constitution; and

(b) sets out the allegation(s) to which the dispute relates and whom the allegation or

allegations is or are against; and

24.1.5 The Society may make a complaint involving an allegation against a Member or

an Officer by giving to the Member or Officer a notice in writing that—

(a) states that the Society is starting a procedure for resolving a dispute in accordance

with the Society's Constitution; and

(b) sets out the allegation to which the dispute relates.

24.1.6 The information setting out the allegations must be sufficiently detailed to ensure

that a person against whom an allegation or allegations is made is fairly advised

of the allegation or allegations concerning them, with sufficient details given to

enable that person to prepare a response.

24.1.7 A complaint may be made in any other reasonable manner permitted by

the Society's Constitution.

24.1.8 All Members (including the Committee) are obliged to cooperate to resolve

disputes efficiently, fairly, and with minimum disruption to

the Society's activities.

24.1.9 The complainant raising a dispute, and the Committee, must consider and discuss

whether a dispute may best be resolved through informal discussions, mediation,

arbitration, or a tikanga-based practice. Where mediation or arbitration is agreed

on, the parties will sign a suitable mediation or arbitration agreement.

24.2.0 How Complaint is made

1. A Member or an Officer may make a complaint by giving to

the Committee (or a complaints subcommittee) a notice in writing that—

(a) states that the Member or Officer is starting a procedure for resolving

a dispute in accordance with the Society’s Constitution; and

(b) sets out the allegation or allegations to which the dispute relates and

whom the allegation is against; and

232. The Society may make a complaint involving an allegation or allegations

against a Member or an Officer by giving to the Member or Officer a notice

in writing that—

(a) states that the Society is starting a procedure for resolving a dispute in

accordance with the Society’s Constitution; and

(b) sets out the allegation to which the dispute relates.

3. The information given under subclause (24.1.2) or (24.2.2) must be sufficient

to ensure that a person against whom an allegation is made is fairly advised of

the allegation or allegations concerning them, with sufficient details given to

enable that person to prepare a response.

4. A complaint may be made in any other reasonable manner permitted by

the Society’s Constitution.

24.3.0 Person who makes the complaint has the right to be heard

1. A Member or an Officer who makes a complaint has a right to be heard

before the complaint is resolved or any outcome is determined.

2. If the Society makes a complaint—

(a) the Society has a right to be heard before the complaint is resolved or

any outcome is determined; and

(b) an Officer may exercise that right on behalf of the Society.

3. Without limiting the manner in which the Member, Officer, or Society may

be given the right to be heard, they must be taken to have been given the right

if—

(a) they have a reasonable opportunity to be heard in writing or at an oral

hearing (if one is held); and

(b) an oral hearing is held if the decision maker considers that an oral

hearing is needed to ensure an adequate hearing; and

(d) the Member’s, Officer’s, or Society’s written or verbal statement or

submissions (if any) are considered by the decision maker.

24.4.0 Person who is subject of the complaint has the right to be heard

1. This clause applies if a complaint involves an allegation that a Member,

an Officer, or the Society (the ‘respondent’)—

(a) has engaged in misconduct; or

(b) has breached, or is likely to breach, a duty under the Society’s

Constitution or bylaws or this Act; or

interests of Members generally.

242. The respondent has a right to be heard before the complaint is resolved or any

outcome is determined.

3. If the respondent is the Society, an Officer may exercise the right on behalf of

the Society.

4. Without limiting the manner in which a respondent may be given a right to be

heard, a respondent must be taken to have been given the right if—

(a) the respondent is fairly advised of all allegations concerning the

respondent, with sufficient details and time given to enable the

respondent to prepare a response; and

(b) the respondent has a reasonable opportunity to be heard in writing or at

an oral hearing (if one is held); and

hearing is needed to ensure an adequate hearing; and

(d) an oral hearing (if any) is held before the decision maker; and

(e) the respondent’s written statement or submissions (if any) are

considered by the decision maker.

24.5.0 Investigating and determining the dispute

1. The Society must, as soon as is reasonably practicable after receiving or

becoming aware of a complaint made in accordance with its Constitution,

ensure that the dispute is investigated and determined.

2. Disputes must be dealt with under the Constitution in a fair, efficient, and

effective manner and in accordance with the provisions of the Act.

24.6.0 Society may decide to proceed no further with complaint

Despite the ‘Investigating and determining dispute’ rule above, the Society may

decide not to proceed further with a complaint if—

(a) the complaint is considered to be trivial; or

(b) the complaint does not appear to disclose or involve any allegation of the

following kind:

i. that a Member or an Officer has engaged in material misconduct:

ii. that a Member, an Officer, or the Society has materially breached,

or is likely to materially breach, a duty under the Society’s

Constitution or bylaws or the Act:

iii. that a Member’s rights or interests or Members’ rights or interests

generally have been materially damaged:

evidence to support it; or

(d) the person who makes the complaint has an insignificant interest in the

matter; or

25(e) the conduct, incident, event, or issue giving rise to the complaint has

already been investigated and dealt with under the Constitution; or

(f) there has been an undue delay in making the complaint.

24.7.0 Society may refer complaint

1. The Society may refer a complaint to—

(a) a subcommittee or an external person to investigate and report; or

(b) a subcommittee, an arbitral tribunal, or an external person to

investigate and make a decision.

2. The Society may, with the consent of all parties to a complaint, refer the

complaint to any type of consensual dispute resolution (for example,

mediation, facilitation, or a tikanga-based practice).

24.8.0 Resolution of Complaint

If such a meeting by a resolution of at least two-thirds of the committee present

thereat shall resolve to exclude the member, he shall thereupon cease to be a

member, except that he may, within twenty-one days lodge an appeal to be heard

before an Extraordinary General Meeting, convened for that purpose. The

decision of the Extraordinary General Meeting shall be final.

24.9.0 Decision Makers

A person may not act as a decision maker in relation to a complaint if 2 or more

members of the Committee or a complaints subcommittee consider that there are

reasonable grounds to believe that the person may not be—

(a) impartial; or

(b) able to consider the matter without a predetermined view.

25.1.0 LIQUIDATION AND REMOVAL FROM THE REGISTER;

25.1.1 Resolving to put the society into liquidation

25.1.2 The Society may be liquidated in accordance with the provisions of Part 5 of

the Act.

25.1.3 The Committee shall give 30 Days written Notice to all Members of the

proposed resolution to put the Society into liquidation.

25.1.4 The Committee shall also give written Notice to all Members of the General

Meeting at which any such proposed resolution is to be considered.

The Notice shall include all information as required by section 228(4) of the Act.

25.1.5 Any resolution to put the Society into liquidation must be passed by a two thirds

majority of all Members present and voting.

2625.2.0 Resolving to apply for removal from the Register

25.2.1 The Society may be removed from the Register of Incorporated Societies in

accordance with the provisions of Part 5 of the Act.

25.2.2 The Committee shall give 30 Days written Notice to all Members of the

proposed resolution to remove the Society from the Register of Incorporated

Societies.

25.2.3 The Committee shall also give written Notice to all Members of the General

Meeting at which any such proposed resolution is to be considered.

The Notice shall include all information as required by section 228(4) of the Act.

25.2.4 Any resolution to remove the Society from the Register of Incorporated Societies

must be passed by a, two thirds majority of all Members present and voting.

25.3.1 Surplus Assets

25.3.2 If the Society is liquidated or removed from the Register of Incorporated

Societies, no distribution shall be made to any Member.

25.3.3 On the liquidation or removal from the Register of Incorporated Societies of

the Society, its surplus assets — after payment of all debts, costs and liabilities —

shall be vested in a kindred spirit non profit society.

25.3.4 However, in any resolution under this rule, the Society may approve a different

distribution to a different not-for-profit entity from that specified above, so long

as the Society complies with this Constitution and the Act in all other respects.

25.3.5 Upon the dissolution or winding up of the Association in any manner the surplus

assets thereof (after payment of all liabilities) shall be donated to a kindred spirit

non profit society as voted by a simple majority of the members

26 OTHER;

26.1.1 Bylaws

The Committee from time to time may make and amend bylaws, and policies for

the conduct and control of Society activities and codes of conduct applicable

to Members, but no such bylaws, policies or codes of conduct applicable

to Members shall be inconsistent with this Constitution, the Act, regulations

made under the Act, or any other legislation.

The Bylaws of The New Zealand Dairy Goat Breeders Association Incorporated

are inclusive of but not limited to the Regulations, the Policies and Procedures

and the Breed Standards.