Constitution

The Incorporated Societies Act 1908

Rules of

The Waipara Valley Winegrowers Incorporated

1. The name of the Society shall be “The Waipara Valley Winegrowers’ Incorporated”.

Interpretation

2. Throughout these Rules unless inconsistent with the context: “The Society” shall mean The Waipara Winegrowers’ Incorporated.

“The Committee” shall mean the Committee elected pursuant to these Rules.

“The Act” shall mean the Incorporated Societies Act, 1908.

“The Waipara Region” shall mean the area delineated on the Plan as held by the Secretary of the Society, a copy of which is annexed hereto.

Adding the word “ Levy” which shall have the meaning given to it under the Commodity Levies ( Winemaking Grapes) Order 1992.

Registered Office.

3. The registered office of the Society shall be at such place or places as the Committee shall from time to time determine.

Objects.

4. The objects of the Society shall be:

a) “To establish itself as a regional authority in the grape growing industry and to promote the interest of grape growers generally in the Waipara Region and to foster, protect and encourage the production, processing, distribution, marketing and consumption of wines grown or made in the Waipara Region”.

b) To accumulate and disseminate information of value and pertaining to the grape industry and the production of wine and to carry out, institute or foster research in relation to the grape industry and winemaking with particular application to the Waipara Region”.

c) To actively promote and market the Waipara Region as a certified wine producing origin and to raise and allocate funds for this purpose.

d) To foster and promote the good relationships between all grape growers and winemakers within the Waipara Region and to share in the knowledge with expertise pertaining tot he wine industry as accumulated within the membership of the Society for the benefit of all members.

e) To promote and conduct seminars, field days and specialist course for the benefit of members and to establish scholarships, bursaries and other such grants as considered appropriate from time to time.

f) To work in conjunction with or to affiliated with any other Society, body or organisation as the Committee shall from time to time determine and in particular to be involved in the promotion and organising of the annual Waipara Wine and Food Celebration.

g) To purchase, take on lease or otherwise acquire land, buildings, and premises, to erect, erections or other property, to purchase, hire or otherwise acquired chattels of all descriptions and to manage, let, sell, exchange, dispose of or otherwise deal with any property of the Society.

h) To borrow, raise or secure the payment of money by any means in particular by the issue of charges, bonds, obligations, guarantees, mortgages or both securities, charged upon all or any of the property of the Society, and to draw, make, accept endorse and discount, promissory notes, bills for exchange, bills of lading, warrants, debentures and other negotiable or transferable instrument sad to execute guarantees.

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

j) To invest, lend and deal with the moneys of the Society not immediately required for carrying on its business upon such securities and in such manners as from time to time may be determined upon.

k) To purchase machinery for hire to members and materials such as chemicals and other items and/or to provide contract labour and other services to members.

l) To raise money by subscription and to grant any rights and privileges to subscribers.

m) To do all such other lawful things as are incidental or conducive to the attainment of the abovementioned objects.

Membership and Subscription.

a) The Society shall consist of Members and Associate Members.

b) “Subject to payment of any levy, subscription and observance of these

Rules any persons, company, partnership or other incorporated body which is engaged in grape growing may apply for membership of the Society on the form subscribed by the Committee and such membership shall be approved by a Resolution of the Committee”.

c) “Subject to the payment of any special charge and / or subscription and the observance of these Rules any person, company, partnership or other incorporated body may apply for associate membership of the Society by reason of affiliation with grape growing and such membership shall be approved by Resolution of the Committee”.

d) “An associate member shall have under the same rules and privileges as has any member of the Society under the Rules and shall be permitted to vote at any Annual General meeting, Special meeting, Special General meeting, Ordinary General meeting and shall be eligible for election as a Committee member and to hold any other office in the Society described in Rule 8 b) of the Rules”.

e) Every member and associate member shall pay such annual subscription as shall be fixed by the Society at its Annual General Meeting which subscription shall be due and payable two months after the date upon which the same is fixed.

ee) ”The rate of the Levy for members (excluding associate members) shall be the sum or sums as may be fixed by the New Zealand Grape Growers Council (Incorporated) at its Annual General Meeting”.

f) No member whose subscription shall be unpaid at the expiration of three months from due date shall be entitled to the privileges of membership.

g) A register of members shall be maintained by the Secretary of the Society in accordance with the provisions of the Incorporated Societies Act 1908.

h) Subject to Membership eligibility as per Rule 5 b) c) d) A company, partnership, solo member and or other incorporate bodies can appoint one proxy vote to represent its membership if unable to attend or is absent from the Incorporated Societies business.

Life Membership

At the Annual General Meeting of the Society, the Society may on the recommendation of the Committee appoint any person who has rendered outstanding services to the Society or to the wine industry to be a Life Member. A Life Member shall be entitled to all the privileges and rights of membership without liability for payment of any subscription.

Cessation of Membership

a) Any member may resign from the Society by giving written notice of such intention to the Secretary and every such notice unless otherwise expressed and agreed shall take effect at the expiration of seven days after the receipt by the Secretary of the same.

b) Any member who dies or becomes bankrupt or which in the case of a body whether corporate or unincorporated goes out of existence or enters into liquidation or in respect of which a received is appointed shall cease to be a member of the Society.

c) The Society may at any Annual General Meeting or Special General Meeting by a three-quarters majority of those present and voting expel from membership any member who has failed to comply with the Rules of the Society or who has been guilty of conduct which the Society considers to be detrimental to the interests of the Society or repugnant to any of its objects.

d) The termination of membership for any reason whatsoever shall not prejudice the right of the Society to recover any fees or dues in arrears and unpaid.

Committee

a) The management and control of the affairs of the Society and the full control of all income, expenditure, assets and property of the Society shall be vested in the Committee which may exercise all such powers of the Society as are not by the Incorporated Societies Act 1908 or by these Rules required to be exercised by the Society in General Meeting bust such powers shall be exercised by the Committee subject to these Rules, subject to the provisions of the Act and subject to such by-laws not being inconsistent with these Rules or the provisions of the Act, as the Society may in General Meeting prescribe.

b) The Committee shall comprise the following officers:

1. President

2. A Vice President

3. Secretary / Treasurer

4. Three Committee members or such greater or lesser number as the Annual General Meeting may from time to time prescribe.

c) The Committee shall be elected at the Annual General Meeting of the Society.

d) The Officers of the Society shall enter into office at the conclusion of the Annual General Meeting at which the appointed and shall hold office until the conclusion of the next ensuring Annual General Meeting or until their appointment is otherwise terminated in accordance with the these Rules.

e) Nominations for the officers comprising the Committee shall be in writing and shall be delivered to the Secretary not less that three clear days prior to the Annual general Meeting at which the election is to take place, the nomination shall be signed by a member of the Society and by the person accepting nomination and shall specify the office for which the person is nominated. In the event of insufficient nomination being received the vacancy or vacancies shall be filled by the resolution of the Annual General Meeting or by any subsequent General Meeting of the Society.

f) Four members of the Committee shall comprise a quorum for meetings of the Committee.

g) The Committee shall meet at such times and places as it shall determine and shall regulate its own proceedings. It shall ensure that minutes are entered in the books of the Society relating to all appointments to office, resolutions, proceedings and transactions of the Society and Committee and any such meeting when sighed by the Chairman of the next meeting shall be prima facie evidence that the meeting was duly convened and held and shall be the prima facie a true and correct record of all that transpired at that meeting.

h) At all meetings of the Committee each member personally present shall be entitled to one vote and the Chairman for the time being of that meeting shall have a casting as well as a deliberative vote.

i) The Committee shall have the power to appoint sub-committees comprising members of the committee and / or such other persons whether members or not as the Committee shall decide. The Committee shall have power to co-opt any member or associate member to serve on the Committee either for a specific purpose or for a limited period or to act generally as a member of the Committee until the next annual meeting.

Secretary

9.
a) A Secretary shall be nominated and elected by the Society in the manner provided in these Rules for the election of officers.

b) The Secretary shall perform all duties incidental to his/her office and in particular shall:

1. Attend all meetings of the Society and of the Committee and keep minutes of the proceedings thereof.

2. Deal with and answer such correspondence as he/she shall be directed so to do by the Committee.

3. Maintain and preserve all the records of the Society and all documents, papers and books relating to the affairs of the Society and such other duties as the Committee may from time to time determine.

Treasurer

10.

a) The Treasurer shall be nominated and elected by the Society in the these Rules for the election of officers

b) The Treasurer shall be responsible for keeping such books of accounts as may be necessary to constitute a record of the financial position of the Society and he shall present his annual statement of accounts in the form of an Income and Expenditure Account and Balance Sheet.

c) Notwithstanding the provisions of Clauses 9 and 10 (a) and (b) hereof in lieu of electing a Treasurer the meeting at which the election of officers is held may resolve to appoint a Secretary-Treasurer to perform the duties of a Secretary and Treasurer.

Auditors

a) The Annual General meeting in each year shall appoint an Auditor who shall be a member of the New Zealand Society of Accountants who shall audit the accounts for the Society and shall certify annually as to the correctness thereof. In the event of the Auditor being unable to act the Committee shall appoint an Auditor in his place.

b) No person shall be appointed an Auditor who is a member of the Committee.

Finance

a) All moneys received on account of the Society shall be paid to its credit the offices of its banker within seven days of receipt.

b) All accounts shall be submitted to the Committee for examination and for approval or confirmation of payment.

c) All payments by the Society shall be made by cheque. Each cheque shall be signed by one of the members of the Committee appointed by the Committee for that purpose and by the Treasurer or Secretary – Treasurer as the case may be.

d) The Financial Year of the Society shall commence on the 1^st day of April in each year and shall end on the 31^st day of March in the following year.

Annual General, Special General and General Meetings.

13.

a) The Annual General Meeting shall be held not later than the 31^st of August in each financial year.

b) Special General Meetings shall be convened by the Secretary –

1/When directed by the President or in his absence by the Vice President.

2/Upon written requisition signed by not less that six financial members of the Society setting forth in details the business which is to be brought forward before such meeting.

3/When directed by a resolution of the Committee.

c) If any such meeting is not convened and held within twenty-one days of such direction or requisition the President or Vice President or the requisitioning members as the case may be convene the same.

d) Ordinary General Meetings shall be held at such times and places as the Committee shall determine.

Notice of Meetings

14.

a) At least fourteen clear days of notice in writing of all Annual, Special or Ordinary Meetings of the Society shall be given to each member by ordinary letter posted to his or its last known address.

b) In the case of Annual and Special General Meetings, the notice shall set forth in details the business which is to be brought before such meetings and all notions of which notice has been given in accordance with the Rules.

c) The failure for any reason of any member to receive such notice shall not invalidate any meeting or the proceedings thereof.

Procedure at Meetings, Quorum and Voting

15.

a) The President, or in his absence the Vice President or in the absence of both, a member elected by the meeting from among the members present shall be Chairman for all meetings of the Society.

b) At all Annual, Special and Ordinary General Meetings of the Society ten financial members shall be a quorum.

c) Any member whose subscription is in arrears or who has not paid any sum duly levied by the Society in accordance with these Rules shall not be entitled to vote at or take part in any meeting of the Society.

d) Subject to c) above every member personally present shall be entitled to one vote. The Chairman shall have a deliberative and a casting vote. No member shall be entitled to vote by proxy at any meeting of the Society.

e) Voting at all meetings of the Society shall be on the voices or by show of hands or by ballot as the Chairman shall decide.

f) Except where otherwise provided in these Rules and in the Incorporated Societies Act, 1908 all questions shall be decided by a clear majority of those present and voting.

g) Subject to Rule 15 c) and d) Membership as contained in Rule 5, a nominated Members proxy vote is entitled to be cast. The Proxy voter must be able to produce to the meeting an authority to cast a vote which represents its Member authority. The proxy form must be duly signed by the Member giving authority to vote at a specific meeting(s) dated and signed by a legal proprietor, director, owner of the Membership. This must be handed to the Secretary or Chairperson prior to the commencement of the Meeting. This rule entitles only one vote to be recorded if both the Member and nominated Proxy Voter attends the same meeting.

h) A person nominated and voted on to Incorporated Societies Committee, is a representative of a Member as defined under Rule 5 can cast a vote, providing a proxy form is signed by the Member giving authority to vote at a specific meeting(s) dated and signed by the legal proprietor, director or owner of the Membership. This must be handed to the Secretary or Chairperson prior to the commencement of the Meeting.

Borrowing and Investment

a) The power of the Society to borrow money as provided in these Rules shall be exercised only on the resolution of a Special General Meeting convened by the Committee for that purpose.

b) Any surplus funds of the Society may be deposited in any Trading Bank Investment account or may be invested in any form of security for the time being authorised by law for the investment of trust funds.

Common Seal

17.

a) The Common Seal of the Society shall be that approved by the Committee and shall be kept at the registered office of the Society.

b) The Common Seal shall be affixed to any deed, document or other writing only pursuant to a resolution of the Committee and be witnessed by any one member of the Committee and the President or the Secretary who shall sign the document so sealed.

Amendment of Rules

18.

a) These Rules may be amended, added to substituted for or rescinded at any Annual General Meeting or Special General Meeting called for that purpose and all provisions relation to such meeting shall apply.

b) An authenticated copy of the Rules and by-laws of the Society incorporation all amendment shall be kept by the Secretary and shall at all times be available to members for perusal.

Disposition of Property on Winding-Up

19.

In the event of a winding-up or dissolution of the Society the surplus assets after payment of all costs, debts and liabilities shall be realised and the proceeds distributed in accordance with the resolution of a meeting of members held for such purpose.

General

20.

a) The Society shall have full power to manage and control its own affairs and to make by-laws, regulations and controlling its activities and meetings and all other mattes or things applicable to the Society.

b) In the event as to any question arising as to the construction or application of any of these Rules or of any by-laws made pursuant thereto the Committee is hereby empowered to determine the same.

c) The Society may in General Meeting discuss and take action in respect of any matter save and except any alteration to or temporary suspension of the provisions hereof of which due notice has not been given but which is accepted for discussion and /or action by a three-quarters majority of those present and voting.