Irish Aubrac Cattle Breed Society Limited

VIII. GENERAL MEETINGS

29. General Meetings

General Meetings of the Society shall be Ordinary or Special. An Ordinary General Meeting to be called the Annual General Meeting shall be held at least once in each financial year at such time and place as may be fixed by the Council from time to time.

30. Notice of Annual General Meeting

Notice convening every Annual General Meeting shall state the time and place(s) thereof and shall be posted or sent to the registered addresses of the members not less than fourteen clear days before the date of such meeting. Alternatively the Council may publish such notice in such newspapers as they decide. The notice shall be exclusive of the day on which it is received (which shall be deemed to be the day after which notice is posted or published) and of the day for which it is given. No Annual General Meeting shall be invalidated by the non-receipt of notice thereof by any member.

31. Business of Annual General Meeting

At every Annual General Meeting of the Society Standing Orders may be adopted and shall remain in force until the next ensuing Annual General Meeting of the Society. The following business shall be transacted at every Annual General Meeting of the Society.

a) The minutes of the immediately preceding Annual General Meeting and of every, if any, other unconfirmed general meeting held subsequent thereto during the period intervening between the two Annual General Meetings, shall be read by the Secretary, if present, or if the Secretary be absent by such other person as may be appointed by the presiding Chairman of the meeting and when the meeting confirms the minutes as read or as altered shall be signed by the presiding Chairman.

b) The transactions of the Society, its condition or state of its affairs generally, or in any particular, shall be made the subject of a statement, either written for circulation amongst the members or otherwise, to the meeting by the Chairman, or if at the instance of the Council by the Secretary or other person appointed by it, and the meeting may take such action thereon as it may decide; provided that no resolution on such statement shall take precedence over the adoption of the audited financial statements.

c) The Financial Statements, as certified by the Society’s Auditor for the immediately preceding statutory financial year or period and for such other periods or years in respect of which any audit may have been completed and which has not already been submitted to a general meeting of the Society and adopted thereat, shall if correct, be adopted.

d) Elections to the Council.

e) An Auditor in accordance with law, the Regulations and Rules 65 and 66 shall be appointed to carry out the statutory audit of the Society’s accounts for the financial year then current and to do such other work as the Council may deem necessary. The Council shall have power to fill any vacancy occurring in the office of Auditor until the next Annual General Meeting.

f) Borrowing powers as provided for in Rule 25 shall be adopted, if required.

g) Any other business arising that may be deemed by the Meeting proper and expedient subject to Rules 63 and 76 provided the Secretary has received at least five days notice of it beforehand but the members of the Council present at the meeting may if they think fit waive this proviso and concede to the meeting such right of discussion and action in reference to any matter raised under this head at any Annual General Meeting as they may consider adequate.

32. Special General Meeting

A Special General Meeting may be convened by the Council at any time, on its own authority, or upon a requisition addressed to the Council, Chairman, or Secretary, signed by at least one quarter of the Society’s membership for the time being, if not more than one hundred, and by twenty-five if the total membership is one hundred or more and stating the purpose of such meeting, and on receipt of which requisition the meeting shall be called by the Secretary or other person appointed by the Council for the purpose.

If he shall fail, for three days, to convene a meeting after the receipt of such requisition, the signatories thereto may convene same at the expense of the Society, provided, however, that the Society shall not be liable for any legal costs incurred by the requisitionists in connection with any meeting proposed or held or otherwise.

33. Notice of Special General Meeting

Notice, stating the time, place and purpose of every Special General Meeting shall be posted or sent to each member, or published as provided for in Rule 30 not less than five clear days before the date of such meeting, except where, in cases of exceptional urgency, the Council shall resolve to convene a Special General Meeting on shorter notice, provided that in no case shall the notice given be less than four clear days. The notice shall be exclusive of the day on which it is received (which shall be deemed to be the day after which such notice is posted, sent or published) and of the day for which it is given.

No business shall be transacted at Special General Meetings save that for the purpose for which the meeting is convened and of which particulars shall have been given in the notice convening every such meeting.

Notice of a General Meeting shall be deemed to have been duly given, if left at or posted to the registered address or place of residence of members, or published as provided for in Rule 30 in due time before such meeting. No Special General Meeting shall be invalidated by the non-receipt of notice thereof by any member.

34. Quorum

No business shall be transacted at any General Meeting unless at least ten (10) members are present when the meeting proceeds to business. If within one hour from the time appointed for the meeting a quorum of ten members is not present the meeting if it be or is to be considered an Ordinary General Meeting of the Society or if it is a Special General Meeting convened by the Council shall stand adjourned to that day week at the same time and place, but if it be convened by notice upon a requisition from members shall be absolutely dissolved. No meeting shall be rendered incapable of transacting business by want of a quorum after the chair has been taken, provided that the meeting shall be adjourned should the attendance fall below five (5).

35. Adjournment with Consent of Meeting

The presiding Chairman may with the consent of the meeting and shall if the meeting so directs adjourn any General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place. Any General Meeting may be adjourned for any period not exceeding twenty-eight clear days. When an Annual General Meeting is adjourned for twenty-one days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Annual General Meeting. Where a Special General Meeting is adjourned at least four clear days notice shall be given of the date and place fixed for the adjourned meeting.

36. Chairman

The Chairman shall preside as Chairman for every General Meeting of the Society. In his absence, the Vice-Chairman shall be entitled to preside as Chairman at any General Meeting of the Society. In the absence of both the Chairman and Vice-Chairman, the members present shall choose one of the members of the Council present to be the Chairman, or if no member of the Council shall be present and willing to take the chair, the members present shall choose one of their number to be the Chairman.

37. Voting at a General Meeting

Subject to a ballot as herein provided every question at any General Meeting shall be decided by a show of hands when each member present shall have one vote only and a declaration by the Chairman that a resolution has been carried or not carried, or carried or not carried by a particular majority, and an entry to that effect in the Minute Book of the Society shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Any five members present, and entitled to vote, at a General Meeting may demand a ballot in which case a ballot shall be taken. Each member present and entitled to vote shall have only one vote except the Chairman of the meeting when entitled to give a casting vote. Any member who is in arrears in respect of any payment due and payable to the Society, shall not be entitled to attend any meeting nor may he vote until his liability be discharged. The legal personal representative of a deceased member shall not be entitled to attend any General Meeting nor may he vote thereat.

38. Chairman to have casting vote and decide validity of votes

In the case of an equality of votes at any General Meeting, upon a show of hands or on a ballot, the presiding Chairman shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote, the Chairman shall determine the same and such determination shall be final and conclusive.

39. Proxy votes

Save as provided for in Section 41 of the Industrial and Provident Societies Act 1893 voting by proxy shall not be admissible.

40. Meeting may continue notwithstanding ballot

Any business other than that upon which a ballot has been demanded may be proceeded with pending the taking of the ballot.

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