ARTICLES OF ASSOCIATION
THE VALAIS BLACKNOSE SOCIETY
(Registered Ltd Company no. 13048817)
Adopted at the first Annual General Meeting on …………………………2021
The objects of the Society are to promote the science and practice of agriculture by encouraging and promoting Valais Blacknose sheep (known as walliser schwarznasen schafe in their country of origin) by pedigree breeding, promotion and management, and by encouraging their use, appreciation, well-being and protection in the UK.
In pursuance of these objects, but not otherwise, the Society shall have the following powers:
(i) To support the production and publication of a flock book for the registration of pedigree Valais Blacknose sheep (VBNs) in the UK. Animals of the same breed or line are eligible for entry under the Society’s breed criteria, without discrimination on account of their country of origin, provided all the relevant pedigree paperwork is valid in the UK.
(ii) To define the correct breed characteristics of VBNs, and to aim to ensure that all animals meet these requirements in registration procedures, shows, sales and breed promotions. [Refer to the Society’s Breed Standard Document].
(iii) To promote and encourage the keeping of VBNs in the UK by means of shows, sales, exhibitions, advertisement, publicity materials or any other appropriate means.
(iv) To provide help, advice and support to members, and to collect and disseminate information by any means beneficial to the Society or its members.
(v) To promote meetings of members to exchange ideas and information.
(vi) To cooperate with or affiliate to any organisation in the deliverance of the Society’s objects.
(vii) To investigate cases of mis-respresentation in relation to the breed specification, or suspicious pedigree breed line information, at the registration stage or if this information comes to light subsequently.
(viii) To arbitrate on and provide for the settlement of, disputes between Society Members in the UK on matters relating to VBNs, on an equitable basis. [Refer to the Society’s Dispute Resolution Policy – appendix 1].
- Assets and Liabilities
All the assets of the Society are to be used solely for the benefit of the VBN breed. No funds or other assets of the Society are/or may become, the property of either the Company/Charity Directors/Trustees, the VBN Society Council Members or other members of the Society.
No Council Member may receive remuneration for their services to the Society for carrying out that role. They may however be repaid any reasonable expenses incurred by them when acting on behalf of the Society or an honorarium for special activity above and beyond the usual Council member role.
The Society will indemnify any Council Member (acting as such or as an officer of the Society) for undertaking an authorised activity on behalf of the Society, against any relevant claim for negligence, or breach of duty or trust. Former Council Members will also be covered for a period of 12 months beyond their last paid up membership year, unless circumstances (agreed by the Society Council) dictate that a longer period is appropriate.
- The Council
In the first instance the Council will be made up of six members from the Management Committees of each of the merging VBN societies – 12 Council Members in total. The members of this Council will hold office for three years after which there will be an open election every year to replace one third the Council. A member may be on the Council for two consecutive terms of three years, after which they must stand down for one year before standing for re-election. [Refer to the Standing Orders – Appendix 2.]
Four members of the Council will be the Directors/Trustees of the Society’s Ltd Company/the Charity. For the first three years of the Society, these will be the two merging society chairmen and vice chairmen. After three years it will be the Chairman, vice chairman and two others, to be agreed by the Council.
A Council member must not be absent from more than three consecutive Council meetings without a special reason agreed by the Council. Failure to attend will result in the Council member having to stand down, to be replaced by a newly elected/co-opted member.
- The Administration of the Rules of the Society
The Council Members are responsible for the proper organisation of the Society, the management of it’s business and the administration of all of the Powers, Duties, Rules (refer to the Society’s Rules document), Standing Orders and Policies of the Society.
The Council is entrusted with the administration of, but not limited to, the following duties:
(i) On payment of the correct subscription, to allow any owner of a VBN a Gold, Silver or Bronze membership (as appropriate) of the Society, unless it has been proven that the individual has brought the Society or the breed into disrepute. No member may be the subject of discrimination in any way in terms of gender, age, race, ethnic background, sexual orientation or in any other respect. However the Society is only at liberty to allow membership to UK residents. Reasons for disallowing membership will be provided in writing by the Council. Any appeal will be by means of the Society’s Dispute Resolution Policy (Appendix 1).
(ii) Each Gold society member will be entitled to one vote at the Annual General Meeting, any Extraordinary General Meeting or in an electronic or postal election. Silver and Bronze members do not qualify for a vote at the AGM or at an EGM, but Silver members may take part in a postal or e-election.
(iii) To permit the registration of new born stock in the Society flock book by Gold Society Members only, subject to meeting the breed standard and evidence of the relevant pedigree bloodlines, by DNA testing if necessary – required for all embryo transfer new born stock and late registrations. From 1st January 2021 no artificial insemination may include the use of sexed semen – refer to the Rules of the Society. Transfers of ownership do not require membership.
(iv) To review and amend all Society Powers, Rules, Duties, Standing Orders (Appendix 2) and Policies as necessary and at least once every three years.
(v) To set the annual membership subscriptions and to publicise any changes at least one month prior to 1st of January – the first day of the Society year.
(vi) To bar any member from the Society where it has been found that there has been a breach of any of the Society’s Rules, or Policies or it has been proved that any VBN stock have been kept not in accordance with Defra general livestock health and welfare standards.
(vii) To support any regional VBN groups or clubs set up to promote the breed and/or run training events, hold and or sponsor shows, or any other form of social event that falls within the Society’s Rules and Policies.
- Reserved Power of the Membership
The membership may call an extraordinary meeting of the Society, provided six paid up members sign a written request for it, in order to direct the Council to take or refrain from taking, a specified action. This will be by the passing of a special resolution. However, this action cannot invalidate anything the Council has done prior to the passing of the special resolution.
- Dissolution of the Society
The Society may be dissolved by a resolution passed by a two-thirds majority of those members present at an Extraordinary General Meeting called for the purpose, for which 3 weeks’ notice has been given to all members, or by two thirds of those voting by electronic or postal means at an election called for the purpose.
Assets of the Society remaining after the discharge of due debts shall be transferred to a charitable organisation, to be identified by a majority vote of the outgoing Council, having some or all of the objects of the Society, or if this cannot be affected, to some other livestock charitable purpose.
Valais Blacknose Society Dispute Resolution Procedure
In the event that there is a disagreement between any of the members of the Valais Blacknose Society, involving VBN livestock, and brought to the attention of the Valais Blacknose Society for resolution, the procedure set out below will be strictly adhered to.
The procedure has been set up principally to seek a resolution to the complaint and both parties must accept that the Society’s Council is the agreed body to arbitrate in the matter at hand and that the decision of the Council will be final. The decision made must be carried out by one or both parties, as relevant.
The member making the complaint must have paid their annual subscription at least one month prior to the making to the complaint.
This process will not discriminate in any way in terms of gender, age, race, ethnic background, sexual orientation or in any other respect. All parties will be treated equally throughout. It is expected that the Arbitration Panel will equally be treated with respect.
The Council will not become involved in any civil litigation between the parties.
- Making a Complaint
It is expected that where a dispute has arisen between Society members, an effort will have been made to amicably resolve the matter between the parties. Evidence of this should form part of any formal complaint made. The procedure will take place as a written procedure only.
The complaint should be made in writing and sent to the Secretary of the Society (see below) or to Valais Blacknose Society, Milburn House, Hexham Business Park, Burn Lane, Hexham, NE46 3RU . The Secretary will acknowledge the complaint, advise on it’s progress through the procedure and issue the decision.
A complaint may be withdrawn (in writing)at any time in the process prior to the Arbitration Panel issuing it’s decision.
- Arbitration Process
Upon receipt of a written complaint, an Arbitration Panel will be set up . This will comprise the Chairman or Vice Chairman and two other members of the Society’s Council (on a rotating basis). The independence of the panel must be assured so no Council member may arbitrate in a case where any of the parties involved in the complaint is known to them personally by more than name and/or reputation.
The Arbitration Panel will first confirm that all parties involved agree to the process. It may seek additional information from the parties involved, but may not speak to them directly. This is a written representations process only. If necessary, information will be sought from elsewhere eg from Grassroots. All information will be shared with the parties involved, but will not be published in any form.
Once a decision has been reached, the Secretary to the Society will issue a written decision paper to all parties involved. This decision will be final and no appeal can be made in respect of it.
It is intended that the process be undertaken as swiftly as possible, but it will be important to allow everybody involved the opportunity to say all that they wish and to respond on an equal basis. Consequently there is no time limit for the process.
For any further information on this procedure please contact the Society Secretary on firstname.lastname@example.org
Standing Orders for Decision-making by the Valais Blacknose Society Society
Appointment of Council Members
- As set out in the Articles of Association of the Society, the Council shall comprise no more than 12 members. After the initial three years following the creation of the Society in 2021, there will be the first open election prior to the AGM, for which one third of the Council shall stand down (for the first election in 2024, to be decided by ballot if no agreement can be reached). Those Council members standing down will be eligible for re-election (provided that they have not just served two consecutive terms), alongside any other members of the Society who wish to put themselves forward for election. Elections will take place every year.
- If four or less Society members stand for election, they shall be appointed to the Council unopposed. If more than four members stand for election, an electronic or postal election will take place in the two months prior that year’s AGM. Those elected will take up their seats on the Council at the AGM.
- A Council member may serve two terms of office (a term of office is three years), after which they must stand down for a minimum of one year. They are then eligible to re-stand for election.
- If a Council member chooses to step down during their term of office, or has to do so as a result of non attendance (refer to the Articles of Association), non payment of Society subscriptions, or for any other valid reason, the Council may continue to operate without an election, provided that there are at least 10 Council members remaining.
- If numbers fall below 10 members, the Council is at liberty to co-op Society members up to a maximum of 12 members. Co-opted members may only serve one term of office ie three years.
Notice of Meetings
- The Society will convene an Annual General Meeting (electronically if necessary) each year, at which the Society accounts will be considered and the Council Chairman will present a report of the work of the Society in the preceding year. Any other business may also be considered, including any written motion from a Society member submitted to the Society secretary, provided no less than three weeks notice of it is given. 21 days advance notice of an AGM must be given to all members.
- An Extraordinary General Meeting may be called at the Chairman’s discretion, provided 21 days notice is given by the Society secretary to all members.
- In addition to the AGM, the Council will meet (electronically if necessary) at least four times a year. Resolutions from Society members may be submitted as in 1. above.
Organisation of Meetings
- The Chairman and Vice Chairman of the Council will be elected by the Council at it’s first meeting after the AGM, the preceding year’s Chairman and Vice Chairman remaining in post until then. In the absence of both these post holders, the Council will elect a Council member to chair that one meeting.
- The quorum of the Society’s Council is two thirds of the Council membership ie nine members for a full Council. No meeting can take place in the absence of a quorum. The Chairman will declare an adjournment of the meeting and will set a date and/or make other arrangements for a replacement meeting.
- The Chairman of the meeting, may, at his/her discretion, allow other Society members (or non members if appropriate eg the VBN Society Ltd Company Secretary) to attend and speak on a particular item on the agenda.
- If any disputes regarding conduct at a meeting (including voting) cannot be resolved at the meeting, they will be determined in accordance with the Society’s Dispute Resolution Policy.
Voting at Council Meetings
- Every Council member has one vote, provided that they have paid their subscription before the meeting has taken place.
- A motion put by a Council member must be seconded by another Council member (or Society Member if the motion is being submitted in writing by a non Council member) and will be decided by a show of hands.
- A motion from the Chair does not require a seconder.
- Where there is an amendment to a proposed motion, a vote on the amendment will take place first and if carried, it will become the substantive motion and the original motion will fall away. An amendment cannot be the exact opposite of the original motion.
- Where the vote is tied, the Chairman of the meeting has the casting vote.
Delegation to Sub Committees or to the Chairman of the Council
- The Council may set up a sub committee to deal with a particular project or task. The remit of the sub committee and any delegated powers to be given to it, will be determined by the Council prior to the sub committee’s first meeting. In the absence of any delegated powers, the sub committee must report back to the Council in writing, which will then take the final decision(s).
- The Council may delegate to the Chairman, in consultation with the Vice Chairman and Society Secretary or Treasurer (as appropriate) the delegated power to deal with an emergency between meetings, provided that the Council is informed of the decision(s) made, as soon as possible after the event.