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Irish Aubrac Cattle Breed Society Limited
V. CAPITAL
18. Share Capital
The share capital of the Society shall consist of Ordinary Shares of nominal value of 1 EURO each. Shares may be held by an individual or by a Society or by a Body Corporate and shall rank pari passu. No member may hold more than one ordinary 1 EURO share in the Society.
The liability of members shall be limited to their shares. No interest or dividend shall be paid on ordinary shares. Shares shall be neither withdrawable nor transferable. In the event that a person’s membership ceases under the Rules, his share shall be extinguished and the amount standing to the credit of the share transferred to a reserve account.
19. Recovery of Share Value
The Society shall, subject to Rule 16 and this rule, have a first lien on the Share held by any member and may set off any sum credited thereon towards the payment of any debt due by the member to the Society; provided, however, that no right shall obtain on the part of any member to set off any payment made on foot of his shareholding against any debt due by him to the Society.
The Council may sell and transfer any Share standing in the name of a member who is indebted to the Society, provided a fortnight’s notice in writing has been given to the defaulting member requiring payment of the amount due and warning the member that if payment is not made within that time the Council will sell or transfer the shares and apply so much of the proceeds as may be necessary to the discharge of the debt due together with the necessary expenses incidental to this recovery. A member in arrears with the calls duly made on his shares shall forfeit all rights of membership, including attendance at meetings, during the period of his default.
All moneys payable by a member to the Society whether in respect of shares or otherwise, shall be debts due from such member to the Society and shall be recoverable as such.
20. Distribution of Property Following Death Intestate
If any member entitled to property in the Society in respect of stock, loans or deposits not exceeding in the whole at his death €10,000 or such other maximum as may be fixed from time to time by law, dies intestate without having made any nomination thereof then subsisting, the Council may without letters of administration distribute the same among such persons as appear to them, on such evidence as they deem satisfactory to be entitled to receive the same. Where a member, who at the time of his/her death, is entitled to property in the Society in respect of stock, loans or deposits exceeding in the whole at his/her death €10,000 or such other figure as may be fixed from time to time by law dies, the Council shall, on production of Probate of his/her will or Letters of Administration to his/her estate and such evidence of his/her death as they deem sufficient, after satisfying any nomination made by such member, either transfer his/her property in the Society to the person or persons entitled thereto under his/her will or on his/her intestacy, as the case may be, or tender to such person or persons any amount due by the Society in respect of stock, loans, or deposits.
If any member entitled to property in the Society in respect of stock, loans or deposits not exceeding in the whole at his death €10,000 or such other figure as may be fixed from time to time by law for the provisions of the first paragraph of this rule, dies and has not made any nomination then subsisting, but has made a will the Council shall deal with his/her property in accordance with the provisions of the previous paragraph.
21. Incapacity
If a member or person claiming, through a member, becomes of unsound mind and no Council of his estate or trustee of his property has been duly appointed, the Society acting through its Council may, when it is proved to the satisfaction of the Council of the Society that it is just and expedient so to do, pay the amount of the stock, loans and deposits belonging to such member to any person whom they shall judge proper to receive the same on his behalf whose receipt shall be a good discharge to the Society for any sum so paid.
22. Bankruptcy
If any member becomes bankrupt, his property in the Society shall be transferable or payable to his assignees in bankruptcy.
23. Payments
All payments or transfers made by the Council under the provisions of the Acts or these Rules with respect to payments or transfers to or on behalf of deceased or members of unsound mind to any person who at the time appears to the Council to be entitled thereunder shall be valid and effectual against any demand made upon the Council or the Society by any other person.
24. Nominations
(a) A member of the Society not being under the age of 16 years may, by writing under his hand delivered at or sent to the Registered Office of the Society during the lifetime of such member or made in a book kept thereat, nominate any person or persons to or among whom there shall be transferred at his decease such property in the Society as may be his at the time of his decease (whether in shares, loans, deposits or otherwise) or so much thereof as is specified in such nomination, if the nomination does not comprise the whole. If on the death of the nominator the amount of his property in the Society comprised in the nomination exceeds €15,000 or such other maximum as may be fixed from time to time by law, the nomination shall be valid to the extent of the sum of €15,000 or such other maximum as may be fixed from time to time by law but not further or otherwise.
Provided that a person so nominated shall not be an Officer or servant of the Society unless such Officer or servant is the husband, wife, father, mother, child, brother, sister, nephew or niece of the nominator.
(b) A nomination so made may be revoked or varied by a subsequent nomination signed and delivered or sent or made as aforesaid or by any similar document in the nature of a revocation or variation under the hand of the nominator so delivered sent or made as aforesaid, but shall not be revocable or variable by the will of the nominator or by any codicil thereto.
(c) The Society shall keep a book wherein the names of all persons so nominated and all revocations or variations (if any) of such nominations shall be recorded and the property comprised in any such nomination to an amount not exceeding €15, 000 or such other maximum as may be fixed from time to time by law, shall be payable or transferable to the nominee although the Rules of the Society declare the Shares not to be transferable.
(d) The marriage of a member of the Society shall operate as a revocation of any nomination made by him before such marriage, provided that, in the event of an Officer of the Society having transferred any property of a member to a nominee, in ignorance of a marriage contract subsequent to the date of the nomination, the receipt of the nominee shall be valid discharge to the Society, and the Society shall be under no liability to any other person claiming such property.
(e) On receiving satisfactory proof of the death of a nominator the Board shall, subject to the limitation on the amount in the Acts provided, either transfer the property comprised in the nomination in the manner directed by the nomination, or pay to every person entitled thereunder, the full value of the property given to him.
(f) Where a nominee who is nominated under the provisions of the Acts is under 16 years of age the Society may pay the sum nominated to either parent, or to a guardian of the nominee, or to any other person of full age who will undertake to hold the same on trust for the nominee or to apply the same for his benefit and whom the Society may think a fit and proper person for the purpose, and the receipt of such parent, guardian, or other person shall be a sufficient discharge to the Society for all monies so paid.
(g) The member shall pay for the recording or registering of every nomination, revocation, or variation, whether or not accompanied by a fresh nomination, 1c, and one fee only shall be revocation, or variation, if more than one.
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