SGNZ Rules

Rules of Strawberry Growers New Zealand Incorporated

1. NAME AND REGISTERED OFFICE

1.1. Name: The name of the society shall be Strawberry Growers New Zealand Incorporated (“SGNZ Inc”).

1.2. Registered office: The registered office of SGNZ Inc is Level 4, 20 Ballance St, Wellington 6011 or such other place as the Directors may determine from time to time and notify to the Registrar of Incorporated Societies.

2. OBJECTS

2.1. The principal object of SGNZ Inc is to identify industry wide issues and initiatives that can be dealt with on a whole of industry basis to facilitate the vision of the strawberry industry for the benefit of the Members.

2.2. In order to attain the principal object, SGNZ Inc will:

(a) Establish and maintain in New Zealand an association of growers of strawberries for the mutual benefit and assistance of the Members, and act as a forum for the exchange of information and for the discussion of matters of common concern between strawberry producers;

(b) Represent the common views of Members to any relevant organisations e.g.: Central and Local Government, policy makers, media, consumers and the general public and when necessary advocate on behalf of Members.

(c) Provide relevant information on matters impacting on production, marketing and exporting to assist in decision making by Members.

(d) Provide a coordinated industry approach to market analysis and research on fresh strawberries for the long-term benefit of all participants in the industry;

(e) Identify information available or the need for information to be developed and provide or encourage appropriate forums and methods for this information to be shared and used amongst Members where collective benefits exist;

(f) Provide and raise funds for the purpose of SGNZ Inc by levies, borrowing, subscriptions, annual or otherwise, or by any other means;

(g) If considered appropriate, affiliate, take shares in, become members of, or otherwise cooperate with any other person, body or organisation having similar objects and contribute to the funds of any such body or organisation;

(h) Generally, do all such things and to take all such initiatives as SGNZ Inc may from time to time consider beneficial to its Members in order to attain the above-mentioned objects or any of them.

2.3. Pecuniary gain: Pecuniary gain is not a purpose of SGNZ Inc.

3. POWERS OF SGNZ INC

3.1. Non-profit body: SGNZ Inc shall operate as a non-profit body expending all funds and revenue in the furtherance of its purpose for the purpose of protecting and advancing the interests of its Members and those whom the Members represent.

3.2. Additional powers: In addition to its statutory powers, SGNZ Inc:

(a) May use such of its funds to pay the costs and expenses of furthering or carrying out its purposes, and for that purpose may employ such people, consultants, researchers and companies.

(b) May purchase, lease, borrow, hire or otherwise acquire, may exchange, and may sell, lease, lend or otherwise dispose of property, rights or privileges to further or carry out its purposes.

(d) May conduct or contract for technical transfer or jointly participate in technical transfer to further or carry out its purposes.

(e) May become jointly, or jointly and severally liable with any person, partnership, corporation, company or society on any contract or obligation which the Board may decide to be in the best interests of SGNZ Inc to enter into to further or carry out its purposes; and

(f) May invest in any investment in which a trustee might invest.

3.3. Declaration of association: Every Member or person associated with a Member shall disclose any association of conflict prior to participating in or materially influencing any decision made by SGNZ Inc in respect of the payment to or on behalf of the Member or associated person of any income, benefit, compensation or advantage whatsoever.

3.4. Arm’s length: Any income or compensation paid to a member of SGNZ Inc or any person associated with a member shall be reasonable and relative to that which would be paid in an arm’s-length transaction (being the open market value).

4. MANAGEMENT OF SGNZ INC

4.1. Directors: SGNZ Inc shall have a Board of Directors to manage SGNZ Inc. There shall be a minimum of six Grower Directors.

(a) Wards: There will be four Grower directors one elected from each of the four Strawberry Wards:

(i) The Auckland Ward which shall comprise all of that area classified as the Auckland District being all that part of the North Island north of the Waikato River from the Tasman Sea to Mercer and a line due east from Mercer to the Maukoro Canal following that to the sea at the mouth of the Waitakaruru River in the southern Firth of Thames. It shall also include all of the offshore islands in the Hauraki Gulf.

(ii) The Waikato/ Bay of Plenty Ward which shall comprise all of that area South of the Auckland district, including the Coromandel Peninsula, and north of a line drawn from Awakino on the Tasman Coast to the Kuratau Rivermouth thence to State Highway 5 (Napier Taupo Road) to Tarawera through to Lottin Point (East of Cape Runaway).

(iii) The Central Ward which shall comprise the remainder of the North Island.

(iv) The Southern Ward which shall comprise the whole of the South Island.

(b) Conditions for Ward Representation:

(i) Until otherwise resolved by an amendment to these Rules ward representation is based on one representative director per ward.

(ii) Only Grower Members from each Ward shall be eligible for election and shall be nominated and elected by Grower Members of that Ward.

(iii) All growers will be eligible for election as “national” representative directors.

(c) National Representatives: Additionally, two “national” representatives will be elected from the total New Zealand membership base.

(d) Nominations for Ward and national positions shall be called for annually prior to the Annual General Meeting. The Executive Officer will first call for nominations for the position of Director, with the nomination period opening in each year at least 42 clear days prior to the date fixed for the AGM, and closing 21 clear days prior to the date fixed for the AGM.

(e) Lack of Nominations: In the event that there are no nominations for a vacant regional ward position, nominations will be called from the total membership however voting on such nominations will be made by the members of the relevant ward.

(f) Elections necessary in any Ward or Nationally shall be held by electronic and/or postal ballot as determined by the Board of Directors. The vote shall be completed at least 7 clear days prior to the date for holding the AGM of SGNZ Inc so that the result is available at the AGM.

(g) Co-Opt: The Board shall have the power to co-opt any person or persons to serve on the Executive by virtue of their specialist knowledge for any period as determined by the executive. Any such person or persons shall have speaking rights but not voting rights.

(h) Independent Directors: The board shall have the power to appoint an independent director who may also be appointed Chair. Such a person does not need to be a grower.

(i) Chair and Deputy Chair Appointment: Immediately prior to the Annual General Meeting, the elected Board of directors shall meet to appoint from their number a Chairperson and a Deputy Chairperson. The Chairperson's and the Deputy Chairperson’s term of office being until the next Annual General Meeting.

4.2. Term: Directors shall have a term of three years. Retiring Directors are eligible for re-election, and there is no maximum number of terms that an individual can be re-elected as a Director. Retiring Directors shall be deemed to be re-elected if there is no opposing candidate.

4.3. Rotation of Directors: At each Annual General Meeting of SGNZ Inc, two of the directors shall retire. The directors to retire in every year shall be those who have been longest in office since they were last elected or re-elected.

4.4. Removal of Directors: Persons cease to be Directors when:

(a) They resign by giving written notice to SGNZ Inc; or

(b) Their Term expires.

If a person ceases to be a Director and is not reappointed pursuant to these rules, that person must within one month return all SGNZ Inc documents and property to SGNZ Inc’s registered office.

4.5. Qualification of Independent Directors: In selecting independent directors to the Board, regard shall be had to the ability and willingness of a candidate to make a substantial commitment to SGNZ Inc and the commercial experience and any relevant background of the appointee to be a Director.

4.6. Vacancies: In the event of any casual vacancy occurring among the directors, the relevant constituency whether by ward or national membership shall elect a replacement as soon as possible. Any replacement director so appointed shall hold office until the remainder of the vacating director’s term, but shall be eligible for re-appointment in accordance with the provisions of these rules. The Board may continue to act notwithstanding any vacancy in their number.

4.7. Role of the Board: Subject to the rules of SGNZ Inc, the role of the Board is to:

(a) Administer, manage, and the control of SGNZ Inc;

(b) Carry out the purposes of SGNZ Inc, and use Money or Other Assets to do that;

(c) Manage SGNZ Inc’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;

(d) Set accounting policies in line with generally accepted accounting practice;

(e) Delegate responsibility and contract resources where necessary;

(f) Ensure that all Members follow the Rules;

(g) Decide how a person becomes a Member, and how a person stops being a Member;

(h) Decide the times and dates for Meetings, and set the agenda for Meetings;

(i) Decide the procedures for dealing with complaints;

(j) Set Associate Membership fees.

4.8. Powers of the Board: The Board has all of the powers of SGNZ Inc, unless the Board’s power is limited by these Rules, or by a Majority Vote of a SGNZ Inc Meeting.

4.9. Decisions of the Board: All decisions of the Board shall be by a Majority Vote. Each director shall have one vote. In the event of an equal vote, the Chair shall have a casting vote. Decisions of the Board bind SGNZ Inc, unless the Board’s power is limited by these Rules or by a Majority Vote of a SGNZ Inc Meeting.

4.10. Minutes: Minutes shall be taken at each meeting of the Board by an appointed Secretary.

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4.11. Form of meetings: Board meetings may be held in person or by video or by telephone conference, or other formats as the Board may decide, provided that:

(a) No Board Meeting may be held unless more than half of the Directors attend;

(b) The Chair shall chair Board Meetings, or if the Chair is absent, the Board shall elect a Director to chair that meeting;

(d) Subject to these Rules, the Board may regulate its own practices and procedures.

4.12. Indemnity: SGNZ Inc will indemnify the Directors and employees in respect of all liabilities and expenses incurred by the Directors in carrying out or attempting to carry out any of their powers under these Rules or the by-laws and against all actions, proceedings, costs, expenses, claims and demands in respect of any matter done or omitted in relation to these Rules unless done or omitted through their own bad faith, dishonesty or gross negligence. The Directors may retain and pay out the funds of SGNZ Inc all sums necessary to give effect to this indemnity, including without limitation arranging for insurance.

5. MEMBERSHIP AND CLASSES OF MEMBERSHIP

5.1. Types of Members: Membership may comprise different classes of membership:

(a) Members: A person will be eligible to become a Member if that person is actively engaged in the commercial production of strawberries in New Zealand for sale on the fresh domestic or fresh export markets and who, in the preceding 12-month period (or part thereof), has paid a Levy.

(b) Associate Members: Associate members shall be admitted who having an interest in the strawberry industry and having paid the required associate membership fee, provided that admission as an associate member shall be at the discretion of the Board. Associate members shall have no voting rights. Associate Members may resign by giving notice to SGNZ Inc.

5.2. Rights and Responsibilities of Members: Members have the rights and responsibilities set out in these Rules. All Members (and Board Members) shall promote the purposes of SGNZ Inc and shall do nothing to bring SGNZ Inc into disrepute. For the avoidance of doubt, and subject to these Rules, the role of Members shall be as follows:

(a) To approve changes to these Rules;

(b) To receive reports on finances and proceedings of SGNZ Inc, proposed budgets, annual plans, achievement of milestones and any other matters considered by the Members to be relevant;

(d) To receive audited accounts; and

(e) To confirm the appointment or re-appointment an auditor.

5.3. The Register of Members: SGNZ Inc shall keep a register of Members (“the Register”), which shall contain the names, the postal and email addresses and telephone numbers of all Members, and the dates at which they became Members. If a Member’s contact details change, that Member shall give the new postal or email address or telephone number to SGNZ Inc. Each Member shall provide such other details as the Board requires.

5.4. Termination of Membership: If, for any reason, the Board is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of SGNZ Inc, the Board may give written notice of this to the Member (“the Board’s Notice”). The Board’s Notice must:

(a) Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of SGNZ Inc;

(b) State what the Member must do in order to remedy the situation; or state that the Member must write to the Board giving reasons why the Board should not terminate the Member’s Membership.

(c) State that if, within 14 days of the Member receiving the Board’s Notice, the Board is not satisfied, the Board may in its absolute discretion immediately terminate the Member’s Membership.

(d) State that if the Board terminates the Member’s Membership, the Member may appeal to SGNZ Inc at a Meeting of the SGNZ Inc.

5.5. Resignation. Any Member may resign from membership by notice to the Executive Officer and every such notice shall unless otherwise expressed take effect from the end of the then current financial year.

5.6. End of Membership. A person will cease to be a Member if:

(a) in the reasonable opinion of the Board, the person has ceased to qualify for membership in accordance with clause 5.1; or

(b) the person has not, in the 12-month period preceding the relevant date, paid a Commodity Levy if a full member and a subscription if an associate member.

6. SUBSCRIPTIONS, FEES AND LEVIES

6.1. Each year the Board may recommend:

(a) A fee to be paid by new Members as a joining fee; and

(b) A subscription charge payable by any Member in respect of each of SGNZ Inc’s financial years; and

6.2. The recommendations of the Board for the subscriptions, joining fees or levies noted above shall be considered by Members at each AGM and approved or varied by the AGM, as Members think fit. The decision of the AGM as to the amounts of subscriptions, joining fees or levies for the then current financial year shall be final and binding on all Members.

6.3. Any Member failing to pay the appropriate amount within one month of its due date may be liable to have that Member’s name removed from the register of Members, shall be considered a non-financial member and have their membership terminated.

6.4. The Board shall have the power to reduce pro rata any amounts for Members joining in the second half of any financial year.

7. SGNZ INC’S FUNDS

7.1. Control of funds: All moneys received by or on behalf of SGNZ Inc shall forthwith (unless otherwise directed by the Board) be paid to the credit of SGNZ Inc in an account or accounts with the bankers for the time being of SGNZ Inc.

7.2. Additional Powers: SGNZ Inc may:

(a) Employ people for the purposes of SGNZ Inc, including without limitation appointing a Chief Executive Officer for such period and on such terms as the Directors think fit;

(b) Exercise any power a trustee might exercise;

(d) Borrow money and provide security for that if authorised by Majority Vote at any SGNZ Inc Meeting.

7.3. Financial Year: The financial year of SGNZ Inc begins on 1 April of every year and ends on 31 March of the next year.

7.4. Annual Accounts: The Board shall cause true and fair accounts to be kept of the assets and liabilities of SGNZ Inc and of its annual income and expenditure in each financial year. In particular, the Board shall ensure compliance with any requirements for financial reporting of the Ministry for Primary Industries whether pursuant to any agreement for funding or the Commodity Levies Act 1990.

8. COMMODITY LEVY

8.1. Should any proposal be made as to change the rate of the Commodity Levy during the current term of a Levy Order, the proposal must be referred to the Members at a SGNZ Inc Meeting and must not exceed the maximum set out in the Levy Order. Only Members who pay a Levy may vote on matters relating to the Levy. On such matters each Member shall have one vote. In order for any proposal to change the Levy rate the decision will require a Majority Vote by the Members present at the SGNZ Inc Meeting.

9. AUDITOR

9.1. An auditor, being a person who is not a member, but who is a current member of the Institute of Chartered Accountants of New Zealand shall be appointed by the Board, and such appointment shall be confirmed by the members at the AGM.

9.2. It shall be the duty of the auditor to examine and check the financial records of SGNZ Inc and see they are properly kept and balanced and also to audit the annual financial statements of SGNZ Inc.

10. SGNZ INC MEETINGS

10.1. Annual General Meeting: The Annual General Meeting shall be held once every year no later than six months after SGNZ Inc’s balance date. The Board shall determine when and where SGNZ Inc shall meet within those dates. At least 28 clear days’ written notice shall be provided of the Annual General Meeting.

10.2. The business of an Annual General Meeting shall be:

(a) to give notice of Proxies;

(b) to approve the minutes of the previous Annual General Meeting and any Special Meeting;

(d) to receive and consider the annual financial statements and auditor’s report;

(e) to set any fees for the Chair, Deputy Chair and Directors;

(f) to approve a budget for the following year and set the subscriptions, fees and levies (if any) for the following year;

(g) to confirm the appointment of the Auditor

(h) to note the election of the Board;

(i) to consider motions and other business of which notice has been given or is accepted by the majority of Members entitled to voted who are present.

10.3. Special General Meetings: Special General Meetings may be called by the Board at any time. The Board must call a Special General Meeting if the Secretary receives a written request signed by at least 10% of the Members. At least seven clear days before any Special Meeting, the Secretary shall give all Members written notice of the business to be conducted at the Special General Meeting and a copy of the written requisition (if applicable). The failure by any Member to receive such notice shall not invalidate the meeting or its proceedings.

11. MEETING PROCEDURE

11.1. Member Motions: Any Member wishing to give notice of any motion for consideration at any General Meeting shall forward written notice of the same to the Secretary not less than 14 clear days before the date of the meeting. The Executive Committee may consider all such notices of motion and provide recommendation to the Members in respect of them.

11.2. Notice: At least seven clear days before any General Meeting the Secretary shall give all Members written notice of the business to be conducted at the General Meeting, including for the Annual General Meeting the annual statement of accounts and agenda including motions to be put to the meeting. The failure by any member to receive such notice shall not invalidate the meeting or its proceedings.

11.3. Proxy: A Member shall be entitled to vote by written proxy if received by the Secretary at the start of the General Meeting and given in favour of another financial Member present at the General Meeting, but no other proxy voting shall be permitted.

11.4. Voting: Any Member may attend and speak at a General Meeting, but only financial Members may vote. Voting at a General Meeting shall be by a show of hands or poll if so directed by the Chairperson, or if so demanded by not less than a quarter of financial Members present at that meeting. Voting is on the basis of one vote per Member present in person or represented by proxy,.

11.5. Quorum: Ten members present in person or by video conference shall form a quorum at any SGNZ Inc Meeting of SGNZ. If within half an hour of the time appointed for the meeting the quorum is not present, the meeting shall stand adjourned until the same hour of the same day, the following week at the same place and if at such adjourned meeting a quorum be not present those members who are present shall be a quorum and may transact the business for which the meeting was called.

11.6. Chair: At any General Meeting the Chairperson shall serve as chair of the meeting and in his absence the meeting shall elect a chair for that meeting.

11.7. Exclusion from attendance: Members present at a SGNZ Inc Meeting may by resolution duly passed by a majority of not less than two-thirds of the Members present and voting, exclude from attendances at and participation in a SGNZ Inc Meeting any person who, in the opinion of the Members, is or has been guilty of wilful disobedience of the rules or of any by-laws made under those rules or of conduct inconsistent with the character and interests of SGNZ Inc, or of conduct repugnant to the objects of SGNZ Inc or of its Members.

12. SIGNING OF DOCUMENTS

12.1. Signing of Documents: Documents may be signed by any party authorised by the Board to sign such documents, provided that any document which if entered into between individuals would be required to be in the form of a deed, must be executed under the common seal.

12.2. Execution of financial decision documents: Financial decision documents, together with any cheques or other financial instruments with a value exceeding $20,000 (including without limitation electronic funds transfers) must be signed by two Directors.

12.3. Seal: The common seal of SGNZ Inc shall be kept at SGNZ Inc’s registered office and shall be used only by authority of a resolution of the Board of Directors.

13. ALTERING THE RULES

13.1. SGNZ Inc may alter or replace these Rules at a SGNZ Inc Meeting by a resolution passed by two thirds of the Members present and voting.

13.2. Any proposed motion to amend or replace these Rules shall, if proposed by Members, be signed by at least 5 Members and given in writing to the Secretary at least 14 clear days before the General Meeting at which the motion is to be considered, and accompanied by a written explanation for the reason for the proposal.

13.3. At least seven clear days before the General Meeting at which any proposal to amend the Rules (whether proposed by Members in accordance with the clause above or otherwise by the Executive Committee) is to be considered the Secretary shall give written notice to all Members of the proposed motion, the reason for the proposal, and of any recommendations from the Executive Committee in respect thereof.

13.4. When a Rule change is approved by a SGNZ Inc Meeting no Rule change shall take effect until SGNZ Inc has filed the changes with the Registrar of Incorporated Societies.

14. WINDING UP

14.1. SGNZ Inc may be wound up in the manner prescribed by the Incorporated Societies Act 1908 (or its successor legislation).

14.2. If on the winding up or dissolution of SGNZ Inc there remains after satisfaction of all its liabilities any property whatsoever the same shall not be paid or distributed among the Members of the Society but shall be given or distributed to such charitable organisation in New Zealand as determined by the Board.

15. DISPUTES

15.1. In the event of any dispute arising between the Members of SGNZ Inc in respect of the activities or functioning of SGNZ Inc, the Members shall, without prejudice to any other right or entitlement they may have pursuant to these Rules or otherwise, explore whether the dispute can be resolved by agreement between them using informal dispute resolution techniques such as negotiation, mediation, independent expert appraisal or any other alternative dispute resolution technique. The rules governing any such technique adopted shall be as agreed between the Members or as selected by LEADR NZ.

16. DEFINITIONS

16.1. Definitions: In these Rules:

“Grower” is a Person who is actively engaged in the commercial production of strawberries and who has paid a levy to SGNZ Inc.

“Person” includes an individual, firm, company, corporation, partnership, incorporated or unincorporated body of persons, incorporated charitable trust board, any public, territorial or regional authority, any government, and any agency of any government or of any such authority.

“Majority vote” means a vote made by more than half of the Members or Directors who are present at a meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that meeting.

“Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by SGNZ Inc.

“SGNZ Inc Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Board Meeting.

“Use Money or Other Assets” means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, Money or Other Assets.

“Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.

16.2. Assumptions: It is assumed that

(a) Where the singular is used, plural forms of the noun are also inferred.

(b) Headings are a matter of reference and not a part of the rules.

17. REPEAL OF PREVIOUS RULES

These Rules shall repeal all previous rules of SGNZ Inc.