No products in the cart.
Irish Aubrac Cattle Breed Society Limited
IX. THE COUNCIL
41. Size and Election of Council
The Council referred to in these rules, particularly Rule 47, shall consist of such number as is decided by the General Meeting from time to time and shall be elected by and hold its appointment from the Annual General Meeting or from a Special General Meeting held in accordance with the rules which comprise Chapter VIII thereof.
42. Rotational Retirement
The members of the Council to retire in every year shall be those who have been longest in office since their last election or appointment but as between persons who became or were last re-elected members of the Council on the same day, those to retire shall (unless they otherwise agree among themselves) to be determined by lot.
43. Nomination for Election to Council
No member of the Society shall be eligible for election to the Council who would be obliged if he were a member of the Council to vacate his office under Rule 53.
Notice of the intention to nominate any person for election to the Council other than a retiring member shall be given to the Secretary not less than five days before the date fixed for the meeting at which such election shall take place.
44. Expenses
The members of the Council or any of them may receive such out-of pocket expenses reasonably and properly incurred by such member on the business or the Co-operative as may be agreed upon at any Council Meeting.
45. Casual Vacancy on the Council
Where a casual vacancy occurs, either through death, resignation or otherwise, the Council of the Society may co-opt another member of the Society to fill that vacancy. The person so co-opted shall remain in office until the next annual general meeting of the Society. The co-opted member shall retire at that meeting, but shall be eligible for re-election to fill the unexpired portion of the term of office of the person causing the vacancy.
46. Eligibility for Election to the Council
In order to be eligible for election or re-election to the Council, a person must satisfy all of the following criteria:
He/she must be,
- a member of the Society, or in the case of a corporate member be the duly appointed representative of that corporate member
- · be the owner or nominee of the owner of one or more pedigree Aubrac Cattle
47. Powers of the Council
The business and affairs of the Society shall be directed and controlled by the Council who may exercise all such powers of the Society as are not by the Acts or by the Rules required to be exercised by the Society in General Meeting. In particular the Council may draw up detailed rules for the operation of the Herd Book for the [Insert breed name] breed which shall at all times conform to Statutory Instrument No. 112 of 1996 or any legislation amending or extending same.
48. Sale of Assets
Notwithstanding the provisions of Rule 47, any disposal either by way of sale, lease or any similar procedure of all or a substantial part of the Society’s business or assets shall be referred to a General Meeting of the members for prior approval.
49. Chairman & Vice-Chairman
The Chairman of the Council shall be elected by and from the members of the Council and shall hold office only so long as he remains a member of the Council. Each member of the Council shall be eligible for election. In order to be elected Chairman a member shall have received a majority of the votes of the members of the Council present and voting at the Council Meeting called for the purpose of electing the Chairman. In the event of an equality of votes in the election of Chairman after the normal voting, the decision shall be made by lot between the last two candidates remaining in the election at that time. In the event of an equality of votes (where one or more votes are received) amongst those with the lowest number of votes, the decision as to which Council members shall be eliminated from subsequent voting shall be made by lot amongst those with an equality of votes. Subject to him remaining eligible the term of office of the Chairman shall be one year from his election No Chairman may serve more than two terms of office without standing down for at least one term.
The Council may also appoint a Vice-Chairman from amongst its own membership. The Vice-Chairman shall hold office and shall be elected in accordance with the same provisions as those applying to the Chairman and shall take the place of the Chairman in the latter’s absence. In the event that both the Chairman and Vice-Chairman are absent the Council shall appoint from amongst its own members a Chairman of the meeting.
The appointment of the Chairman and Vice-Chairman shall take place at the first Council meeting to be held after the Annual General Meeting each year.
The Chairman shall be entitled to vote at all meetings of the Council and shall also have a casting vote whenever there is an equality of votes other than on the occasion of the election of a Chairman or Vice-Chairman where the provisions of the first paragraph shall apply. The Chairman and Vice Chairmans shall hold office for a one-year term and shall be eligible for re-election.
50. Removal of Chairman or Vice-Chairman
The Chairman or Vice-Chairman may be removed from office by the votes of at least two thirds of the members of the Council at a meeting of the Council called specially for that purpose and for which at least three clear day’s notice in writing shall be given.
51. SUB-COMMITTEEs
The Council may appoint a Sub-Committee or Sub-Committees composed of such persons as it determines who may not necessarily be members of the Council, which shall have such function and powers and tenure as are given to them by the Council and shall conform in all respects to such instruction as may be given to them from time to time by the Council. The Council shall appoint one of its members as Chairman of any Sub-Committees, which are established under this rule.
52. Meetings
The Council shall meet at least four times per year and may adjourn or otherwise regulate its meetings and proceedings, as it thinks fit. The quorum for the transaction of business shall be such number as the Council shall decide from time to time but shall not be less than one-third of the membership of the Council.
Special meetings of the Council may be convened at any time by the Secretary at the request of the Chairman or by the Secretary at the request of one third of the Council members for the time being. At least forty eight hours’ notice of such meetings shall be given to each Council Member. A Special Council Meeting shall transact no business other than that appearing in the Notice convening the meeting. An Ordinary Council Meeting may, at the conclusion of its ordinary business, be made Special for any purpose of which notice has been duly given.
All Council Meetings shall be convened and held in accordance with the Standing Orders, if any.
53. Disqualification of a Council Member
No member shall be entitled to continue as a member of the Council
a) If he/she ceases to hold Shares in the Society or fails to pay his annual subscription on time.
or
b) If he/she is convicted of any offence involving fraud or dishonesty or of an indictable offence not summarily triable other than an offence under the Road Traffic Acts.
or
c) If he/she absents himself/herself from any three consecutive meetings of the Council, in any one calendar year without sending an apology which is acceptable to the Council.
or
d) If he/she becomes bankrupt or insolvent or compounds with his/her creditors.
or
e) If he/she becomes a member of the Council or a Council of any Society, Body Corporate or business organisation which is in competition with the Society, subject to Rule 28, or personally engages in such activities.
or
f) If he/she becomes incapable through disorder or disability of mind.
or
g) If he/she holds any office or place of profit under the Society. Council members in receipt of expenses incurred in the course of business on behalf of the Society shall not be disqualified under this rule.
In the event that a Council member is in dispute with the Society and such dispute has been referred to Arbitration under Rule 77 or to a Court of Law, that persons membership of Council shall remain suspended until the matter is determined.
10