Lodged with the Commissioner in 2005

CONSTITUTION AND RULES FOR THE
WEST AUSTRALIAN PORK PRODUCERS ASSOCIATION (INC)

Name and Registered Office
Definitions
Objectives
Political
Financial Status
Membership
Register of Members
Fee Structure
Voting Rights
Life Membership
Committee of Management ("The Executive")
Annual General Meeting
General / Special Meetings
Changes to the Constitution
Quorum
Books of Account
Auditors
Signatories
Notice of Meetings
Cost of Attendance
Executive Officer/s Duties
Dissolution
Incorporation
Common Seal
Rules Binding on All Members
Date of Constitution

NAME & REGISTERED OFFICE

1. The name of the organisation shall be the West Australian Pork Producers Association (Inc), hereinafter referred to as “the Association”. The registered office is at Suite 1, Pastoral House 277 Great Eastern Highway, Belmont WA 6104.

DEFINITIONS

2. This and all preceding and subsequent numbered paragraphs represent the Rules of the Association. In these Rules, unless the contrary intention appears:

• “The Act” means the Associations Incorporation Act 1987.
• “The Executive” means the Committee of Management and vice versa.
• “The Executive” shall comprise those persons as detailed in Rule 22.
• “Executive Officer/s” means the person/s duly appointed to that/those positions.
• “Financial Year” has the meaning given by Section 3 (1) of the Act; a reference in that Section to an “incorporated association” or “the association” being applicable to this Association.
• “Member” means a registered pig producer.
• “Pig producer” means any person/s, company/ies who engage in or earn, in whole or in part, income from the production and sale of pigs.
• “Membership” means any person/s or company/ies accepted into the appropriate membership category of the Association as defined in Rule 7.
• “Annual General Meeting” means that meeting held once per year to discuss specific issues as stated in Rule 34.
• “General Meeting” means any meeting convened under Rule 35.
• “Special Resolution” has the meaning given by Section 24 of the Act.
• “President/Chairperson” means the person referred to in Rule 23 or, if that person is unable to perform his/her function/s, the Vice-president.

OBJECTIVES

3.1 The primary objective of the Association is to promote and safeguard the interests of Western Australian pork producers by such means as are permitted by this Constitution.

4. Additional objectives are to:

4.1 provide a forum for the collection and exchange of information amongst members of the Association concerning matters of mutual interest within the pig industry;

4.2 encourage, protect and promote the interests of persons and companies who carry on the trade, business or occupation of a pig producer, as is defined under “Membership”;

4.3 do all possible to stabilize the pig industries so as to ensure that the members of the Association are able to secure a satisfactory return on their investment;

4.4 represent and advance the interests of the pig industry and its members before the Governments of the State of Western Australia and the Commonwealth of Australia and their respective and relevant departments;

4.5 promote the adoption of proven technology and production methods on pig producing properties;

4.6 collect, verify and publish, or seek to have published, information relating to improving pig production and quality for the benefit of its members;

4.7 liaise with the media on behalf of the pig industry;

4.8 set standards for the industry, particularly in regards to export product;

4.9 improve the marketing of pigs and pig meats;

4.10 make recommendations to the relevant authorities as to the future direction of the industry; and,

4.11 co-operate with all organizations for the improvement of the standard of pig production through initiating research, and seeking finance for research and development.

POLITICAL

5. The Association shall be strictly non-party political non-sectarian.

FINANCIAL STATUS
6. The Association shall be a non-profit organization. The income and property of the Association howsoever derived shall be applied solely towards the promotion of its objectives. No portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to its members, provided that nothing herein shall prevent the payment to or remuneration of, any officer or servant of the Association for services rendered to the Association.

MEMBERSHIP

7. Membership of the Association shall be available to all pork producers and/or associated organizations as defined hereunder:

7.1 Producer Members. This level of membership shall mean any person/persons or any company/ies who, engage in or earn, in whole or in part, income from the production and sale of pigs.

7.2 Associate Members. Applicable to any person/s or company/ies who in whole or in part, provides a service or services to pig producers and whose membership has been approved by the Executive.

7.3 Invited Industry Sector Representatives. Applicable to industry sectors that are deemed to be important to the operation of the Association as determined by the membership from time to time. Selected industry representatives shall be invited by the Executive to attend Association meetings and represent their relevant industry sector.

7.4 The membership year shall be from 1 January to 31 December.

REGISTER OF MEMBERS

8. The Executive Officer shall maintain a formal membership register for each successful applicant in each category of membership. That register must also indicate the financial membership status of each registered member.

9. The Association shall have the power, with a seventy five (75%) percent majority vote of all members present at a meeting, to deregister from the Association, any member who fails to observe the constitutional rules of the Association or who, in the opinion of the Association, has acted in a manner prejudicial to the interests of the Association.

FEE STRUCTURE

10. Fees will be determined annually by the Executive and ratified at the Annual General Meeting. Fees will be due and payable as at 1 January each year.

11. A Producer member shall be deemed to be a registered and financial member of the Association following payment of any fee on or before 1st January of each calendar year.

12. An Associate member shall be deemed a financial member of the Association following:

12.1 application to, and approval by the Executive for “Associate Membership”; and

12.2 upon payment of “Associate Membership” fee.

13. Industry Representatives will not be charged a membership fee.

VOTING RIGHTS

14. Eligibility. Voting rights at any meeting of the Association are only applicable to Producer Members and any ex-producers who have been granted Life Membership. To be eligible to vote, Producer members must be current, registered and financial members of the Association.

15. Producer members/Life Members of the Association ONLY shall have the right:

15.1 at an Annual General Meeting to one (1) vote per member, provided that that vote is applicable to acceptance or otherwise of each or any of:

• the Financials of the Association;

• any tabled amendments/resolutions to the Constitution and Rules;

• the selection of Office Bearers;

• and/or to the offer of Life Membership/s; and,

15.2 at any General/Special Meeting of the Association, to one (1) vote per registered breeding sow holding. Primary sow owners shall allocate voting rights in consultation with their multi-site members and nominate these persons and the sow distribution on their annual registration form. Voting rights so distributed may be exercised through a proxy vote.

16. The President/Chairman shall have the right of a casting vote additional to his/her own vote.

17. Associate and Industry Representatives shall not be eligible to vote.

18. Proxy Vote. In the event of a Producer member/Life Member being unable to attend a meeting at which a formal vote may reasonably be expected to be required, such member may allocate his/her proxy vote on the formal Proxy Vote slip forwarded with the notice of that meeting. The nominated proxy must be a current financial producer member or Life Member of the Association and must indicate his/her acceptance to act as a proxy by signing the proxy form at the appropriate place on that form.

LIFE MEMBERSHIP

19. The Association may, on the passage of a resolution by not less than seventy five percent (75%) of the Producer members in attendance at an Annual General Meeting may, in recognition of long and outstanding service to the pig industry in Western Australia, confer upon a member, Life Membership. Nomination for a person to become a Life Member must be in writing and be received by the Executive Officer, forty-two (42) days prior to an Annual General Meeting.

20. Life Members who are no longer eligible for producer membership due to their not being a current, registered pig producer, shall be entitled to vote at any meeting of the Association.

21. Life members do not pay an annual fee.

COMMITTEE OF MANAGEMENT (“THE EXECUTIVE”)

22. A Committee of Management known as “The Executive” shall manage the affairs of the Association on behalf of the members.

23. The Executive shall comprise the following positions or office bearers:

• The President;
• Vice-president;
• Treasurer; and,
• Two Committee members.

24. The above positions of the Executive shall be for a two year term, becoming vacant at an Annual General Meeting. Retiring office bearers may offer themselves for re-election. The same person cannot hold the position of President for any longer than three consecutive years.

24.1 Election of Executive members shall occur on a rotational basis so that there is continuity of knowledge between committee’s of management from year to year. The rotation shall be of three members followed by 2 members.

25. At the Annual General Meeting, to be held within three calendar months from the end of the Association’s financial year (30 June), the current registered membership (pork producers and Life Members) are to elect five persons to fill those positions overall. Nominations for appointments to specific positions are not required.

26. The Executive shall:

26.1 elect their own President/Chairman, Vice-president and Treasurer;

26.2 meet as required;

26.3 be granted the power to act on behalf of all members in implementing the Association’s objectives;

26.4 make recommendations to any Meeting on matters relating to policy implementation and determination;

26.5 appoint staff as necessary for the proper conduct of the Association and remove, suspend or dismiss any such appointee as is appropriate;

26.6 affiliate the Association with other organisations having objectives similar to those of the Association under such conditions as the Executive sees fit;

26.7 handle all financial transactions for the Association;

26.8 appoint sub-committees consisting of two or more members and or officers of the Association to advise and report on such matters as the Executive directs; and

26.9 conduct any other duties and exercise any other powers as conferred by Section 13 of the Act.

27. The President or nominated representative is to hold a position ex-officio for all subcommittees.

28. The Election to Executive shall be:

28.1 through nomination in writing, to be received by the Executive Officer at least seven (7) days prior to the Annual General meeting. Two (2) registered members of the Association, other than the nominee, must sign the nomination form and it must be accompanied by the consent of the nominee.

29. In the event of more than five (5) nominations or offers to be re-elected, the members of the Association present through a secret ballot shall elect the executive.

30. In the event of less than five written nominations or offers to be re-elected, those nominations received shall be declared elected and nominations shall be taken from the floor with a vote through a secret ballot. If only one position is vacant, the election may be by a show of hands.

31. A member’s position on the Executive shall ipso facto be vacated if that person;

• ceases to be a member of the Association;

• sends to the Executive a written resignation; or

• becomes a bankrupt person with the meaning in the Bankruptcy Act.

32. A vacancy occurring on the Executive shall remain so until a replacement is nominated through a resolution at the following General Meeting of the Association. The nomination shall be temporary for the period remaining to the following Annual General Meeting.

ANNUAL GENERAL MEETING

33. An Annual General Meeting shall be conducted within three months of the end of the Association’s financial year, that being the 30th June in each year.

34. The business to be conducted at an Annual General Meeting shall be restricted to discussion on, and/or acceptance or rejection of:

• the Financials of the Association;

• any tabled amendments/resolutions to the Constitution and Rules;

• the selection of Office Bearers;

• the offer of Life Membership/s; and/or

• dissolution of the Association.

35. Any business subject of the Agenda of an Annual General Meeting and not finalised at such meeting, may be postponed to a Special Meeting to be held at the same place within 14 days of the initial meeting, and the postponed business shall be the only business to be resolved at that Special Meeting.

GENERAL/SPECIAL MEETINGS

36. General Meetings of the Association are to be held at least twice in any one year. General meetings are in addition to the Annual General Meeting. The Executive shall initiate general meetings as and when required.

37. Special Meetings may be held at any time and are restricted to discussion of specific matters for which the meeting has been called.

38. Special meetings may be initiated by any one Producer member or Life Member by giving notice in writing to the Executive 45 days before the meeting date requested. The notice must include the reason for calling the Special Meeting and must be accompanied by the signatures in agreement, of at least ten (ten) producer members. The Special Meeting date will be set by the Executive at a place to be advised.

CHANGES TO THE CONSTITUTION

39. Changes to the Constitution can only be made through a seventy five percent (75%) majority vote of registered producer members present at an Annual General Meeting.

40. Proposed resolutions to change the Constitution and Rules must be submitted in writing to the Executive 45 days prior to the Annual General Meeting and must be accompanied by the signatures in agreement of at least two more producer members.

41. Any alterations to these Rules will be actioned in accordance with Sections 17, 18 and 19 of the Associations Incorporations Act 1987.

QUORUM

42. The quorum of the Executive shall be three members of the Executive. The quorum for the conduct of the Annual General Meeting and any General/Special Meeting shall be ten eligible voting members, including those members of the Executive so present.

43. If, within thirty (30) minutes of the time specified for the holding of any Annual/General/Special meeting, a quorum is not present, that meeting lapses and the meeting stands adjourned to the same time on the same day of the week two weeks hence and at the same venue.

44. If, within thirty (30) minutes of the time appointed under Rule 41 above for the resumption of the adjourned meeting, a quorum is still not present, the members who are present in person or by proxy may nevertheless proceed with the adjourned business as if a quorum were present.

45. There shall not be transacted at an adjourned meeting any business other than business left unfinished or on the agenda at the time when the meeting was adjourned.

46. The President/Chairperson may, at a meeting at which a quorum is present, and with the consent of a majority of those voting members present, adjourn any meeting from time to time and from place to place.

BOOKS OF ACCOUNT

47. The Association shall keep, or have kept, the necessary books of accounts, which shall show all receipts and expenditure. The Executive Officer/s shall hold the books of account at the Association’s registered office. The Treasurer shall be the person responsible for overseeing the accurate recording of all transactions.

48. The books of account are to be made available for members to view only during normal business hours of 0900 to 1630, Monday to Friday. The books of account, records, documents and/or securities may not be removed from the registered office, nor may they be photocopied or duplicated without the express consent of the Executive.

AUDITORS

49. Auditors will be appointed at the Annual General Meeting.

50. An audited statement of accounts is to be presented to the Association’s members at the Annual General Meeting and will be available for scrutiny by all/any registered member/s on request, within the constraints of Rule 47.

SIGNATORIES

51. Four authorised signatories, one of whom shall be the Treasurer, another the Executive Officer, shall be appointed to the account. The remaining two shall be nominated from the Executive.

52. Signatories for any transactions or accounts of the Association shall be the Treasurer and/or the Executive Officer, or either of those together with one of the nominated Executive, in accordance with Rule 50 above.

NOTICE OF MEETINGS

53. Notice of Meetings shall be:

• Annual General Meeting – twenty eight (28) days;

• General Meeting – twenty eight (28) days, unless called immediately following an Annual General Meeting, in which case it may be conducted there and then; and

• Special Meeting – forty five (45) days.

COST OF ATTENDANCE

54. The cost of attending meetings of the Association shall be at the expense of the individual member. The costs borne by any member of the Executive attending meetings outside of the State on behalf of the Association shall be met by the Association subject to the approval by the Executive.

EXECUTIVE OFFICER/S DUTIES

55. The Executive Officer/s will conduct the day-to-day administration of the Association and will be responsible only to the Executive.

56. The Executive Officer shall:

56.1 co-ordinate the correspondence of the Association;

56.2 Keep full and accurate minutes of the proceedings of all meetings of the Association and the Executive;

56.3 comply on behalf of the Association with:

• Section 27 of the Act in respect to the register of members of the Association;

• Section 28 of the Act in respect to the Rules of the Association; and

• Section 29 of the Act with respect to the record of office holders and any trustees of the Association.

57. The Executive officer shall have custody of all books of account, records and registers of the Association, to be held at the Association’s registered office.

58. The Executive Officer shall maintain a duplicate record of all computer files, such duplicates to be held at a secure site other than the premises occupied by the registered office of the Association.

DISSOLUTION

59. The Association may be dissolved by resolution supported by not less than seventy five percent (75%) of pork producers/Life Members in attendance at an Annual General Meeting or General/Special Meeting.

60. The Association shall use its funds to accomplish the objectives set forth in this Constitution and Rules and, upon final dissolution of the Association in accordance with Rule 56 above, no remaining part of the said funds shall be distributed to members of the Association. Notwithstanding the preceding sentence, the Association shall meet all/any outstanding debts to Association members where such debt is incurred by the legitimate provision of service/goods to the Association by the member.

61. If upon winding or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purpose of profit or gain to its individual members, and which association shall be determined by resolution of the members.

62. The incorporated body so selected under Rule 58, shall be determined by resolution of the members when authorising and directing the Executive under Section 33 (3) of the Act, to prepare a distribution plan for the disposal of the surplus property of the Association.

INCORPORATION

63. The Association shall be registered and remain as an incorporated body.

COMMON SEAL

64. The Common Seal shall be in the custody of the Executive Officer/s and shall be affixed to any document only pursuant to a resolution from the Executive with the affectation witnessed by the President or his deputy.

65. All documents to which the Common Seal is affixed shall be photocopied, the copies of which are to be kept by the Executive Officer. A register of the use of the Common Seal is to be maintained by the Executive Officer.

RULES BINDING ON ALL MEMBERS

66. These Rules bind all and every member of the Association to the same extent as if every member of the Association had signed and sealed this Constitution and Rules and agreed to be bound by all their provisions.

67. A copy of the Constitution and Rules of the Association is/are to be made available to any member/s upon request to the Executive Officer.

DATE OF CONSTITUTION

68. This Constitution and Rules was prepared on Wednesday 20th October 2004 and replaces entirely all previous Constitutions applicable to this Association.