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2.0

Companies (New South Wales) Code

Company Limited by Guarantee

MEMORANDUM OF ASSOCIATION

OF

AUSTRALIAN LIMOUSIN BREEDERS’ SOCIETY LIMITED

ACN 003 488 444

1. NAME

The name of the company is AUSTRALIAN LIMOUSIN BREEDERS’ SOCIETY

LIMITED” (hereinafter called “the Society”).

2. OBJECTS

The objects and purposes for which the Society is established are:

2.1 To encourage, support and promote the development of the agricultural and

pastoral resources and industries of Australia through the breeding of

Limousin cattle.

2.2 To collect, record, verify and as the Board sees fit to publish information

relating to Limousin cattle.

2.3 To compile, print and publish in such manner as the Board determines, a Herd

Book of Limousin cattle in Australia.

2.4 To encourage, support and promote exhibitions and shows. To promote the

proper marketing of cattle in general and in particular the Limousin breed of

cattle. To allow bodies other than the Society to conduct exhibitions, shows

and promotional sales for the development of the cattle industry, and in

particular the Limousin breed, under the patronage of the Society and upon

such conditions as the Board of the Society may think fit.

2.5 To encourage, support and promote, and if the Board of the Society sees fit, to

offer prizes, encouragements and awards to be presented at exhibitions, shows

and/or promotional sales and to award scholarships and bursaries.

2.6 To compile and maintain lists of persons who are regarded by the Board as

competent to act as judges at cattle exhibitions and shows including judges of

the Limousin breed of cattle and to assist in the training of judges.

2.7 To compile a register of cattle, descriptions, stud prefixes, stud names and

abbreviations and copyrights for the use of the Society.

2.8 To promote research and development into beef genetics. To collaborate with

other cattle breed societies and associations in the promotion and development

of the cattle industry in Australia, and particularly any other society or

association formed for the promotion and development of Limousin cattle.

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3. POWERS

3.1 To impose any reasonable fees, charges, or subscriptions for any acts done by the

Society for the benefit of the members.

3.2 To purchase, hire, lease or otherwise acquire for the purposes of the Society any real

or personal property and in particular any lands, buildings, rooms, halls, furniture,

furnishings and effects, office machinery, appliances, books, newspapers, periodicals,

documents and stationery and so far as the law may from time to time allow to sell,

demise, let, mortgage or dispose of the same.

3.3 To sell, exchange, hire, lease, donate or otherwise dispose of the property of the

Society or any part or parts thereof for the benefit of the Society.

3.4 To invest or deal with any of the moneys of the society not immediately required for

the purposes thereof upon such securities or in such other manner as may be allowed

by law and from time to time to vary, pledge or realise such investments for the

benefit of the Society.

3.5 To borrow money from time to time and for such purposes to give debentures, liens,

mortgages, charges or other security over the whole or any part of the property real or

personal of the society.

3.6 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of

exchange and other negotiable or transferable instruments.

3.7 To make Regulations in relation to the compilation of the Herd Book; the branding,

tattooing and identification of Limousin cattle; the type and breeding of Limousin

cattle so as to ensure that the breed standard from time to time required is maintained;

to set the standards required for Limousin cattle to qualify for entry by way of

recording or registration in the Herd Book and for the grading up of cattle by the use

of sires and dams.

3.8 Consistent with its objects to make Rules in respect of the affairs of Regions and

Areas of the Society as defined in the Articles of Association.

3.9 To do all such other things as may be incidental or conducive to the attainment of the

above objects or any of them.

4. INCOME AND PROPERTY

The income and property of the Society, howsoever derived, shall be applied solely

towards the promotion of the objects of the Society as set forth in this Memorandum

of Association and no portion thereof shall be paid or transferred directly or indirectly

to the members of the Society. Provided that nothing herein shall prevent the

payment in good faith of reasonable and proper remuneration to any officer or servant

of the Society or to any member of the Society in return for any services actually

rendered to the Society, nor prevent the payment of interest at a rate not exceeding

interest at the rate for the time being charged by the Commonwealth Bank in Sydney

for overdrawn accounts on money lent, or reasonable or proper rent for premises

demised or let by any member of the Society but so that no member of the Board or

governing body of the Society shall be appointed to any salaried office of the Society

or any office of the Society paid by fees, and that no remuneration or other benefit in

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money or money’s worth shall be given by the Society to any member of the Board or

governing body except repayment of out-of-pocket expenses and interest at the rate

aforesaid on money lent or reasonable and proper rent for premises demised or let to

the Society.

Provided that the provision last aforesaid shall not apply to any payment to any

company of which a member of the Board or governing body of the Society may be a

member and in which such member shall not hold more than one-hundredth part of

the capital, and such member shall not be bound to account for any share of the profits

he may receive in respect of such profits.

5. LIABILITY

The liability of the members is limited.

Every member of the Society undertakes to contribute to the property of the Society,

in the event of the same being wound up while he is a member, for payment of the

debts and liabilities of the Society contracted before he ceases to be a member, and of

the costs, charges and expenses of winding up and for the adjustment of the rights of

the contributories among themselves, such amount as may be required, not exceeding

one hundred dollars ($100.00).

6. DISSOLUTION

If upon the winding-up or dissolution of the Society there remains, after satisfaction

of all its debts and liabilities, any property whatsoever, the same shall not be paid to

or distributed among the members of the Society, but shall be given or transferred to

some other institution or institutions having objects similar to the objects of the

Society, and which shall prohibit the distribution of its or their income and property

among its or their members to an extent at least as great as is imposed on the Society

under or by virtue of clause 2 hereof, such institution or institutions to be determined

by the members of the Society at or before the time of dissolution or in default thereof

by such judge of the Supreme Court of New South Wales as may have or acquire

jurisdiction in the matter and if and so far as effect cannot be given to the aforesaid

provision, then to some charitable object donations to which would qualify as tax

deductible if made by a member in his own right.

7. ACCOUNTS

True accounts shall be kept of the sums of money received and expended by the

Society, and the manner in respect of which such receipt and expenditure takes place,

and of the property, credits and liabilities of the Society. Subject to any restrictions as

to the time and manner of inspecting the same that may be imposed by law, the

accounts shall be open to the inspection of the members. Once at least in every year,

the accounts of the Society shall be examined by one of more properly qualified

Auditor or Auditors who shall report to the members in accordance with the

requirements of the law.

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8. SUBSCRIBERS

The full names, addresses and occupations of the subscribers hereto are:-

Neil Thomas Edols

“Kurrboo”

Forbes, New South Wales

Farmer and Grazier

John William Ole

“Dixie”

Bellata, New South Wales

Farmer and Grazier

Gavin George Wall

“Merrindah”

Shepparton, Victoria

Farmer and Stud Stock Consultant

Leonard Bruce Welsh

“Ardenvale”

Tamworth, New South Wales

Chiropractor

Robert Francis Forsyth

276 Woolooware Road

Cronulla, New South Wales

Financier and Primary Producer

Patricia Mary Williams

“White Lakes”

Toodyay, Western Australia

Farmer

John Grant McKay

“Wilson Downs”

Cunderdin, W.A.

Farmer.

9. The subscribers are desirous of being formed into a company in pursuance of this

Memorandum of Association.

(Signed by all seven subscribers, witnessed by John Vincent Sullivan of 3B

Wentworth Street, Point Piper, NSW, 2027, Solicitor, and dated 28th day of March,

1988).

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4.0

Companies (New South Wales) Code

Company Limited by Guarantee

ARTICLES OF ASSOCIATION

OF

AUSTRALIAN LIMOUSIN BREEDERS’ SOCIETY LIMITED

ACN 003 488 444

1. DEFINITIONS

In these Articles of Association and in any Rules and Regulations under them –

“Articles” means these Articles of Association as from time to time amended by

addition, alteration or deletion pursuant to the provisions hereinafter contained.

“The Board” means the Board of Directors of the Society.

“The Code” means the Corporations Law.

“Entered” in relation to an animal means that it is entered in the Herd Book or

Register of the Society.

“Executive Officer” means the Executive Officer of the Society and includes the

person and each of the persons for the time being exercising the duties normally

exercised by the Executive Officer.

“Herd Book” means the animal database maintained by or on behalf of the Society.

“Limousin” means purebred Limousin as defined by the Regulations of the Society.

“Limousin Cross” means an animal which contains a percentage of Limousin genes.

“Management Committee” means the Committee provided for in Article 13.

“Member of a Region” means a member of the Society resident in or carrying on

business in that Region and when relevant includes a member being a corporate body

incorporated in or carrying on business in that region.

“Office Bearers” means the President, the two Vice-Presidents and the Treasurer.

“Original Limousin” means the breed of cattle commonly known as Limousin in

France.

“Person” includes any natural person over the age of twenty-one (21) years, any firm,

body corporate or unincorporated association.

“Region” means a State or Territory of Australia (except that New South Wales and

the Australian Capital Territory shall be treated as one Region) or such other areas as

are from time to time determined by the Board in accordance with Article 16.

“Regional Committee” means the Committees provided for in Article 16 or one or

more of them as the context requires.

“Director” means a Director appointed by members of a Region pursuant to Article 9.

“Regional Secretary” means the Secretary of a Region.

“Registered” in relation to an animal means that the animal is registered in the Herd

Book of the Society.

“Regulations” means the Regulations made and in force as provided for in Article 11.

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“Returning Officer” means the person appointed by the Board from time to time for

the purpose of counting votes in respect of the election of office bearers.

“Rules” means the Rules for the conduct of the affairs of the Regions made and in

force as provided for in Article 11.

“The Seal” means the Common Seal of the Society.

“Secretary” means the person appointed to perform the duties of the Secretary of the

Society.

“The Society” means the AUSTRALIAN LIMOUSIN BREEDERS’ SOCIETY

LIMITED.

The male gender shall be deemed to include the female gender and the singular shall

be deemed to include the plural and vice versa.

2. THE SOCIETY is established for the purposes set out in the Memorandum of

Association.

3. OFFICE

The registered office and the business office of the Society shall be in such place or

places as the Board shall determine. The ALBS Board, or any other group, cannot

sell any current office and/or building complex owned by the ALBS without

consultation with members and a 75% majority agreement by the members.

4. MEMBERSHIP

4.1 The subscribers to the Memorandum of Association and such other persons as are

admitted to membership in accordance with these Articles shall be members of the

Society

4.2 MEMBERSHIP CATEGORIES

There shall be the following categories of membership in the Society, namely Life

Membership, Full Membership, Associate/Commercial Membership, Limousin Youth

Association (“LYA”) Membership and Complimentary Membership.

4.3 LIFE MEMBERSHIP

4.3.1 The Board by a majority vote of not less than seventy-five (75) per cent of those

present at the meeting and entitled to vote may confer Life Membership on any person

not being a Director at the time who it considers has advanced the interests and causes

of the Society to the degree such recognition is warranted.

4.3.2 A Life Member shall not be liable to pay Society annual subscriptions or levies but

shall be liable to pay all other fees.

4.3.3 A Life Member shall be entitled to all the rights and privileges of Full Membership.

4.4 FULL MEMBERSHIP

Subject to Article 4.8 any person, upon written application on forms provided by the

Society and payment of the appropriate entrance fee and subscription, may become a

member of the Society provided also that the Board may in its discretion admit to Full

Membership any individual under twenty-five (25) years of age.

4.5 ASSOCIATE/COMMERCIAL MEMBERSHIP

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4.5.1 Subject to Article 4.8 any person, upon written application on forms provided by the

Society and payment of the appropriate entrance fee and subscription may be admitted

as an Associate/Commercial Member of the Society.

4.5.2 An Associate/Commercial Member shall have the right to attend all functions of the

Society, and to attend and address General Meetings of the Society and of his Region

but without the right to move, give notice of or vote on any motion.

4.6 LIMOUSIN YOUTH ASSOCIATION MEMBERSHIP

4.6.1 Subject to Article 4.8 any individual under the age of twenty-five (25) years, upon

written application on forms provided by the Society and payment of the appropriate

entrance fee and subscription, may become an LYA Member of the Society and shall

be entitled to continue as an LYA Member (subject to payment of the applicable

annual subscription) until 31 December in the year of his 25th birthday.

4.6.2 An LYA Member shall be entitled to attend any functions of the Society but shall not

have any voting rights within the Society.

4.7 COMPLIMENTARY MEMBERS

4.7.1 Complimentary Membership may be conferred at the discretion of the Executive

Officer.

4.7.2 A Complimentary Member shall be entitled to the social privileges only of the

Society.

4.8 MEMBERSHIP REJECTION

Notwithstanding payment of the appropriate fees by an applicant the Board, at any

time within three months of receipt by the Society of an application for any category

of membership, may reject it without assigning any reason therefor in which event

any entrance fee and subscription paid shall forthwith be refunded.

4.9 REGISTER OF MEMBERS

A Register of Members shall be kept by the Society in which the name and address of

every member shall be recorded and shall be available to the members for inspection

at all reasonable times without charge. Each member shall notify the Executive

Officer of the society of any change of address and every such change shall be

recorded in the Register.

4.10 FIRMS, CORPORATE AND INSTITUTIONAL MEMBERS

4.10.1 A member being a firm, company or institution shall if requested by the

Executive Officer furnish him with such particulars as he may reasonably require

of its constitution and membership and of any change that may occur in such

constitution or membership.

4.10.2 A member being a firm, company or institution shall by notice in writing to the

Executive Officer nominate one representative and may at any time by notice in

writing revoke such nomination and make a fresh nomination.

4.10.3 A representative shall to the exclusion of his principal be entitled to receive all

notices which his principal would otherwise be entitled to receive and to attend

and to vote at meetings in the name and on behalf of his principal and shall also

be entitled to enjoy the membership privileges to which his principal would have

been entitled were it an individual. Notwithstanding the foregoing the member

and its representative shall each be jointly and severally responsible for the acts

and omissions of the representative.

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4.10.4.1 The Board may at any time upon reasonable grounds direct in writing that a

member firm, company or institution revoke the appointment of its representative

and appoint another in his stead.

4.10.4.2 Notwithstanding Article 4.10.4.1 hereof the Board shall not issue such a direction

without giving the member at least thirty (30) days’ notice in writing that it is

minded to do so (and indicating the grounds on which the Board intends to rely)

whereupon the member shall have sixty (60) days from receipt of such notice to

show cause why the direction should not be issued.

4.11 OBLIGATIONS OF MEMBERS

4.11.1 Each member shall strictly observe and act in conformity with and not otherwise

than in accordance with the Memorandum and Articles of Association of the

Society and the Rules and Regulations of the Society and shall promptly pay all

subscriptions, fees, charges and levies validly imposed by the Society.

4.11.2.1 The Board may by resolution passed at a meeting of the Board by a majority of

not less than seventy-five (75) per cent of the members of the Board present and

voting at the meeting issue a reprimand to a member or suspend his membership

or call upon him to resign from membership of the Society.

4.11.2.2 Notwithstanding Article 4.11.2.1 the Board shall not suspend a member or call

upon him to resign from membership without giving the member at least thirty

(30) days’ notice in writing that it is minded to do so (and indicating the grounds

on which the Board intends to rely) whereupon the member shall have sixty (60)

days from receipt of such notice to show cause why he should not be suspended

or called upon to resign.

4.11.2.3 Any member who has not tendered his resignation within thirty (30) days of

being called upon to resign his membership shall upon the expiration of the thirty

(30) days automatically cease to be a member without any entitlement to refund

of all or part of any fees, subscriptions or levies paid.

4.12 CESSATION OF MEMBERSHIP

4.12.1 A member shall in addition to any other provisions of these Articles cease to be a

member of this Society

3.12.1.1 if he shall resign by notice in writing to the Society.

4.12.1.2 if he shall die or being a firm, company or institution shall go or be put into

liquidation or dissolution provided that the estate of the deceased member may by

its personal representative and a company may by its liquidator continue as a

member of the Society if notice in writing declaring such representative’s or such

liquidator’s wish to do so shall be given by the representative or the liquidator as

the case may be to the Executive Officer.

4.12.1.3 if he shall become insane or an incapable person within the meaning of the law of

the State or Territory of the Commonwealth in which he is resident.

4.12.2 Being a firm not cease to be a member by reason only of any change in the

constitution of the firm.

4.12.3 Remain liable to pay to the Society all moneys owing by him notwithstanding

that he has ceased to be a member.

5. ENTRANCE FEES AND SUBSCRIPTIONS

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5.1 Every applicant for membership shall pay to the Society with his application such

entrance fee and subscription as have been then currently prescribed by the Society in

General Meeting for the relevant category of membership.

5.2 Notwithstanding Article 5.1 the Board shall have the power at any time to increase the

entrance fee and/or annual subscription payable in respect of any category of

membership provided that such increase or increases do not result in the relevant

entrance fee or subscription being more than ten (10) per cent above that which would

have applied had the Board not determined to make any increase in respect of the

period in question.

5.3 Every member of the Society shall pay such annual subscription as the Society may

prescribe from time to time having regard to the different categories of membership

provided always that the Board may in such circumstances as it thinks fit make a

reduction or allowance to any member in respect of any entrance fee or subscription

payable by him.

5.4 The Executive Officer shall forthwith notify in writing all members of any increase in

the subscriptions for the current financial year pursuant to Articles 5.2 or 5.3 which

thereupon shall become a debt due and payable by each member (not being a Life or

Complimentary Member) within thirty (30) days of receipt of such notice.

5.5 Unless otherwise determined by the Society in General Meeting each financial year of

the Society shall be deemed to commence or to have commenced on the first day of

January in each calendar year and all subscriptions shall be payable annually in

advance.

5.6 If a member fails to pay his entrance fee or his annual subscription or any increase in

annual subscription within thirty (30) days of such fee or subscription becoming due:

5.6.1 he shall not during the period of any such default be entitled to enjoy or exercise any

of the rights and privileges of membership;

5.6.2 the Board may call upon him by notice to pay the same in full on or before a date to

be specified in the notice (not being earlier than thirty (30) days of the giving of such

notice) and if the member shall fail to make good his default by payment of the

amount owing in full the Board may by notice to that effect forthwith terminate his

membership.

5.7 All fees and subscriptions shall be payable to the Society at the business office of the

society. Payment by cheque shall not be deemed to have been made unless and until

the cheque is honoured on presentation.

6. GENERAL MEETINGS

6.1 General Meetings of members of the Society shall be either the Annual General

Meeting or an Extraordinary General Meeting.

6.2 ANNUAL GENERAL MEETINGS

6.2.1 Annual General Meetings of the Members of the society shall be held annually at such

place and at such time as the Board shall decide provided that an Annual General

Meeting shall not be held later than five months after the end of the last financial year.

6.2.2 No later than fifty-six (56) days before the date of the Annual General Meeting the

Executive Officer shall dispatch a notice in writing to all members advising the date,

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time and place of the meeting and specifying the actual date being no later than forty-

two (42) days prior to the Meeting by which the Executive Officer must receive -

6.2.2.1 any notice of any special business that a member may require to be put to the

Meeting – which must be signed by a proposer and seconder each of whom must

be financial members of the Society at the time.

6.2.2.2 any nominations for any vacant position of an office bearer in accordance with

Article 8.1.1.

6.2.3 The Annual General Meeting of the members of the Society shall be convened by the

Executive Officer by at least twenty-one (21) days’ written notice which shall include:

6.2.3.1 copies of any notices of motion of special business by members together with a

brief outline, prepared by the proposer in a form approved by the Executive

Officer (which approval shall not be unreasonably withheld), of the general

substance of the proposal but not including or extending to canvassing of votes;

6.2.3.2 any resolution to be put to the meeting at the direction of the Board together with

a brief outline of the general substance of the proposal but not including or

extending to the canvassing of votes;

6.2.4 The ordinary business of the Annual General Meeting shall be:

6.2.4.1 to receive reports of the President and of the Executive Officer upon the

proceedings of the last financial year;

6.2.4.2 to receive the Balance Sheet and financial statements of the Society;

6.2.4.3 to appoint the Auditor of the Society;

6.2.4.4 to receive reports of Regional Committees as to the appointment of Directors and

Regional affairs in general;

6.2.4.5 to elect Directors (should the number of people nominated pursuant to Article 8

be less than the number of vacancies for Directors).

6.2.5 All business other than that listed in Article 6.2.4 above shall be deemed to be special

business.

6.3 EXTRAORDINARY GENERAL MEETINGS

6.3.1 An Extraordinary General Meeting of the Members of the Society shall be convened

by the Executive Officer (in the manner prescribed in Article 6.3.4.1) whenever called

upon to do so by:

6.3.1.1 a resolution of the Board; or

6.3.1.2 not less than twenty-five (25) Full Members who have paid all subscriptions due

and payable to the Society and the requisition of such members shall set out the

terms of the motion or motions which those members wish to be put to the

Extraordinary General Meeting.

6.3.2 If the Executive Officer does not within fourteen (14) days of his being called upon to

do so pursuant to Article 6.3.1 issue a notice of at least twenty-one (21) days and not

more than 35 (thirty-five) days convening an Extraordinary General Meeting to be

held at the time, date and place therein specified then the Extraordinary General

Meeting may be convened by the issue of such a notice by the President or the Vice-

President or by any person authorised by a majority of the members who requested

the Extraordinary General meeting to be held or by any person authorised to act on

that behalf by the Board.

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6.3.3 Subject to Article 6.3.2 of this Article the Board shall decide the date, time and place

for the Extraordinary General Meeting to be held.

6.3.4.1 An Extraordinary General Meeting shall be convened by notice in writing issued

at least twenty-one (21) days and not more than thirty-five (35) days before the

date of such meeting and every such notice shall include copies of any notices of

motion of special business to be considered in the manner required had the

meeting been called as an Annual General Meeting

6.3.4.2 Subject to Article 6.7 no business of substance shall be discussed or dealt with at

an Extraordinary General Meeting other than the matter or matters contained in

the notice for that meeting.

6.4 CHAIRMAN OF GENERAL MEETINGS

The President or failing him the Vice-President or failing him a Director appointed by

the Board shall preside as Chairman of each General Meeting of the Society.

6.5 QUORUM

No business shall be transacted at any General Meeting of the society unless a quorum

of members is present within fifteen (15) minutes of the time set down for the

meeting. A quorum shall be three (3) per cent of the number of members of the

Society entitled to vote at the General Meeting (where the number is not a whole

number it will be rounded down). If a member is properly present at the meeting in

more than one capacity the member shall have one vote for each such capacity. If, at

the time a meeting proceeds to business, a quorum is present the meeting may

continue, and all resolutions passed at that meeting will be valid, notwithstanding that

from time to time during the remainder of the meeting a quorum is not present

provided that there is present at the meeting at least one member from each Region. If

a quorum is not present within fifteen (15) minutes from time appointed for the

meeting the meeting stands adjourned to the same time on the twenty-eighth day

following the date of the adjourned meeting. At any such adjourned meeting the

meeting shall proceed notwithstanding the absence of a quorum if there is present in

person at such adjourned meeting at least one member from each of at least three (3)

Regions.

6.6 VOTING AT GENERAL MEETINGS

6.6.1 At any General Meeting a resolution put to the vote of the meeting shall be decided on

a show of hands provided that (before or on the declaration of the result of the show

of hands) a ballot may be demanded by at least three (3) members present in person.

Unless a ballot is so demanded a declaration by the Chairman that a resolution has on

show of hands been carried or carried unanimously or by a particular majority, or lost,

(recorded by an entry to that effect in the minutes of the meeting) shall be conclusive

evidence of the fact without proof of the number or proportion of the votes in favour

or against the resolution. The demand for a ballot may be withdrawn.

6.6.2 If a ballot is demanded it shall be conducted in accordance with Article 10 either at

once or after an interval or adjournment as the Chairman directs, and the result of the

ballot shall be the resolution of the meeting at which the ballot was demanded but a

ballot demanded on a question of adjournment shall be taken forthwith.

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6.6.3 In the case of an equality of votes, whether on a show of hands or on a ballot, the

Chairman of the meeting at which the show of hands takes place or at which the ballot

is demanded shall be entitled to a casting vote.

6.6.4 A member may vote in person, by proxy, or by representative. If a member is

properly present at the meeting in more than one capacity the member shall have one

vote for each such capacity.

6.6.5 No member shall be entitled to vote at any General Meeting if his annual subscription

is not paid at least seven (7) days prior to the date of the meeting.

6.7 BUSINESS WITHOUT NOTICE

The Chairman may in his discretion allow any matter to be brought before a General

Meeting for discussion and may allow any motion to be submitted to the General

Meeting notwithstanding that no notice or insufficient notice of such motion was

included in the notice convening the General Meeting. No resolution passed on such

motion shall be binding as a resolution of the Society but shall serve only as an

expression of option of the meeting in respect of which the Board shall be at liberty to

take such action as it thinks fit.

6.8 PROXIES

The instrument appointing a proxy shall be in writing under the hand of the appointer.

The instrument appointing a proxy (which term shall include Power of Attorney) shall

be deposited at the business office of the Society at least forty-eight (48) hours before

the time appointed for the meeting. The person appointed as proxy must be a person

entitled to attend and vote at the meeting in his own right.

7. BOARD MEMBERSHIP AND SOCIETY OFFICE BEARERS

7.1 THE BOARD OF DIRECTORS

There shall be a Board of Directors of the Society comprising:

7.1.1 The Directors elected by the members pursuant to Article 8.

7.1.2 The Directors elected by the members of the respective Regions pursuant to

Article 9.

7.2 SOCIETY OFFICE BEARERS

The Society office bearers shall comprise a President, a Senior Vice-President, a

Junior Vice-President and a Treasurer.

7.2.1 APPOINTMENT OF OFFICE BEARERS

The office bearers shall be appointed by the Board from among the members of the

Board at the first meeting of the Board after the Annual General Meeting in those

years when positions become vacant.

7.2.2 PERIOD OF OFFICE

The office bearers shall take office immediately on appointment by the Board and

continue in office until the Board Meeting held after the next but one Annual General

Meeting or until any earlier termination of any office bearer’s position under Article

7.2.5 or as a Director under Article 8.4

7.2.3 CASUAL VACANCY

If a vacancy arises for any position of office bearer it shall be filled by appointment at

the next meeting of the Board from among members of the Board.

7.2.4 LIMITATION ON TERM OF OFFICE – OFFICE BEARERS

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No person shall be eligible for appointment as an office bearer of the society if, in the

ordinary course of events, such appointment or election would or could result in his

holding the same office for more than four consecutive years.

7.2.5 TERMINATION OF OFFICE

An office bearer shall cease to hold office on the passing of a resolution to that effect

at a meeting of the Board by a majority of not less than seventy-five (75) per cent of

those present.

8. NATIONALLY ELECTED DIRECTORS

8.1 NOMINATION

8.1.1 There shall be four Directors of the Society each elected for a two (2) year term by the

members of the Society (being not more than two from any Region) at or in

conjunction with the Annual General Meeting. The completion dates of the terms of

office of two of such Directors shall be the same and be in alternate years to those of

the other two Directors which shall also be the same. To achieve this end the Board

may determine a shorter term of office for one or more positions to be filled. For the

purposes of this Article the four Directors shall be referred to as “nationally elected

Directors”.

8.1.2 Nomination of candidates for election as nationally elected Directors by members of

the Society shall be in writing (electronic format being accepted subject to these

Articles) and shall be signed by two (2) full financial members of the society as

nominator and seconder and countersigned by the candidate signifying his candidature

and contain the following information:

the names and addresses of the nominator and seconder including herd identity;

the name of the candidate;

the address of the candidate;

at the option of the candidate, a short Curriculum Vitae.

8.1.3 Nominations shall be delivered to the Executive Officer not later than forty-two (42)

days prior to the day fixed for the Annual General Meeting.

8.1.4 If no more candidates are nominated for election than there are vacancies the

candidates so nominated shall be deemed elected with effect from the close of the

meeting at which the result of an election would have been declared.

8.1.5 No nomination shall be valid unless each of the candidates and the nominators are

financial as at the date for the close of nominations.

8.2 ELECTION OF NATIONALLY ELECTED DIRECTORS

8.2.1 If more candidates are nominated for election than there are vacancies a postal ballot

shall be conducted.

8.2.2 A ballot paper shall be prepared in respect of each office which shall be in such form

as the Board may from time to time determine and shall contain the names of each

candidate nominated.

8.2.3 Not later than thirty-five (35) days prior to the Annual General Meeting the Executive

Officer shall dispatch ballot papers with a copy of the Curriculum Vitae of each

candidate to all Full Members.

8.2.4 Members shall vote on each ballot paper by striking out all but that number of names

of candidates which equates to the number of vacancies. Ballot papers must be

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returned to the Returning Officer and received at the address nominated no later than

fourteen 14 clear days before the time appointed for the annual General Meeting.

8.2.5 Prior to the Annual General Meeting the Returning Officer shall count all votes

properly recorded in respect of the election and the results shall be declared at the

meeting.

8.2.6 If no nominations for election to any vacancy or if less nominations than there are

vacancies are received by the Executive Officer by forty-two (42) days prior to the

day fixed for the Annual General Meeting then the Chairman of the Annual General

Meeting shall call for nominations for the vacant position or positions from the floor

of the Annual General Meeting, and an election shall be conducted at that meeting to

be decided on a “first past the post basis”. Votes shall be decided on a show of hands

unless (before or on the declaration of the result of the show of hands) a ballot is

requisitioned by any member whereupon a ballot shall be conducted in accordance

with Article 10.

8.3 PERIOD OF OFFICE

The nationally elected Directors shall each take office at the close of the Annual

General Meeting at which they are elected and shall continue in office until the close

of the next but one Annual General Meeting subject to any determination of the Board

pursuant to Article 8.1.1.

8.4 TERMINATION OF OFFICE

A nationally elected Director shall cease to hold office if:

8.4.1 his appointment is revoked by a resolution passed by a majority of not less than

seventy-five (75) per cent of the members of the Society present and entitled to

vote at the meeting.

8.4.2 if he ceases to be a member of the Society.

8.4.3 if he by notice in writing to that effect given to the Executive Officer resigns his

office.

8.4.4 if he ceases to be a Director by operation of Section 600 of the Code.

9. DIRECTORS

9.1 APPOINTMENT BY REGIONS

Each Region shall be entitled to appoint one (1) Director to the Board from among the

Full Members (which term for the purposes of this Article shall include

representatives of firms, corporate or institutional members in the category of Full

Membership) of the Region.

9.2 TERM OF OFFICE – DIRECTORS

Directors shall be appointed for a term of two (2) years.

9.3 LIMITATION ON TERM OF OFFICE – DIRECTORS

There is no limitation on the number of consecutive years for which a member may

hold office as a Director of the Society.

9.4 NOMINATION OF DIRECTORS

9.4.1 The procedures for nomination of candidates for appointment as Directors by the

members of a Region shall be the same as prescribed for nationally elected Directors

in Articles 8.1.2 and 8.1.3 save that the nomination shall be received by the Executive

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Officer not later than twenty-eight (28) days prior to the date of the Annual General

Meeting of the Region.

9.4.2 If the number of candidates nominated for election as a Director by the members of a

Region does not exceed the number of vacancies the candidate or candidates so

nomination to be appointed as Director or Directors shall be deemed elected and the

Regional Secretary shall forthwith inform the Executive Officer accordingly.

9.4.3 No nomination shall be valid unless each of the candidates and the nominators are

financial as at the date of the close of nomination.

9.5 ELECTION OF DIRECTORS

9.5.1 If the number of candidates for appointment as a Director by the members of a

Region exceeds the number of vacancies a postal ballot shall be conducted.

9.5.2.1 A ballot paper shall be prepared which shall contain the names of each candidate

and not later than twenty-one (21) days prior to the Annual General Meeting the

Regional Secretary shall dispatch ballot papers with a copy of the Curriculum

Vitae of each candidate to all Full Members of the Region.

9.5.2.2 Members shall vote on the ballot paper by striking out the names of all but one

(1) candidate.

9.5.2.3 To be valid all postal votes must be returned in an envelope marked only “Ballot

Paper” and placed in another envelope for postage showing Stud Name and Herd

Identity on the return seal. These postal votes must be in the hands of the

Regional Secretary not later than one (1) clear day prior to the commencement of

the meeting (eg, by Thursday for a meeting to be held the following Saturday).

Postal votes received after the appointed time will not be counted. Votes

transmitted by electronic format will not be allowed.

9.5.2.4 The results of all voting shall be decided by a simple majority of votes, ie, “first

past the post” voting.

9.6 COMMENCEMENT OF OFFICE

Subject to Article 9.5 each Director appointed by a Region shall take office at the

close of the Annual General Meeting of the Society next following his appointment.

9.7 CASUAL VACANCIES

If a casual vacancy shall occur among the Directors the relevant Regional Committee

may fill such vacancy from among the Full Members of the Region. Such Director

thereby appointed shall continue in office until the close of the Annual General

Meeting of the Society at which the Director whose resignation caused the casual

vacancy would have retired.

9.8 TERMINATION OF OFFICE

A Director shall cease to hold office if:

9.8.1 his appointment is revoked by a resolution passed by a majority of not less than

seventy-five (75) per cent of the members of the Region present and entitled to

vote at a General Meeting.

9.8.2 if being a Full Member of the Society in his own right he ceases to be such a

member or ceases to be resident and ceases to carry on business in the Region by

whose members he was appointed.

9.8.3 if being a representative of a firm, corporate or institutional member in the Full

Membership category at the time of his appointment such Full Member ceases to

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be a member in that category or ceases to carry on business in the Region from

which the Director was appointed.

9.8.4 if by notice in writing to that effect given to the Executive Officer he resigns his

office.

9.8.5 if he ceases to be a Director by virtue of the operation of Section 600 of the Code.

9.9 NOTICE FROM REGIONS

Upon appointment or revocation of any appointment of a Director by the members of

a Region notice of such appointment or revocation shall forthwith be given by the

Regional Secretary to the Executive Officer.

10. GENERAL MEETINGS – VOTING PROCEDURES – BALLOTS

10.1 If any ballot is required to be conducted at General Meetings of the Society or of any

Region, ballot papers shall be prepared which:

10.1.1 in the case of an election – shall contain the name of each candidate;

10.1.2 where a question is to be decided – shall provide for “for or against” voting.

10.2.1 Members voting on ballot papers:

10.2.1.1 for an election – shall record their votes by striking out the name or names of the

candidates for whom they do not wish to vote;

10.2.1.2 to decide a question – shall strike out “against” if voting for a motion and vice

versa;

10.2.2 Ballot papers shall be informal if completed otherwise than strictly in accordance

with Article 10.2.1.

10.3 The Chairman of the meeting at which the ballot is being held shall appoint a

minimum of two persons to conduct the ballot. In the case of an election candidates

may, at their discretion, each appoint one scrutineer to oversee the counting of the

votes. All reasonable measures are to be taken to ensure secrecy of voting.

10.4 Unless otherwise provided for in these Articles the result of the ballot shall be decided

by a simple majority of votes namely “first past the post” voting.

10.5 The persons appointed by the Chairman to conduct the ballot shall count all votes

properly recorded and hand the result to the Chairman who shall declare the poll at the

meeting.

10.6 If two or more candidates receive an equal number of votes the Chairman shall have a

casting vote and the same shall apply in any case where equal “for or against” votes

are received.

11. POWERS OF THE BOARD

11.1 Subject to the Memorandum and Articles of Association of the Society and to such

directions as may from time to time be given by the Society in General Meeting the

management of the business and the control of the Society’s finances and affairs shall

be vested in the Board which may exercise all such powers and do all such things as

may be directed or required to be exercised or done by the Society in General

Meeting.

11.2 SPECIFIC POWER TO MAKE RULES AND REGULATIONS

Without limiting the generality of Article 11.1 hereof the Board may:

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11.2.1 make or amend (including the approval of amendments submitted for that

purpose by a Region to the Board) Rules for the conduct of the affairs of Regions

and Areas as defined in Article 16 provided that such Rules or amendments when

initiated by the Board shall not take effect until they have been submitted to each

Regional Committee for perusal and comment for a period of not less than

twenty-eight (28) days provided further that –

11.2.1.1 the Board shall not be required to act in accordance with the comments of any

Regional Committee but shall receive them as an expression of opinion;

11.2.1.2 nothing herein shall prevent variations in the Rules as they apply in each of the

Regions which take account of geographic or cost factors relevant to any one or

more of the Regions.

11.2.2 make or amend Regulations –

11.2.2.1 governing the compilation and the maintenance of any documents relating to

Limousin, Limousin cross and other cattle including the Herd Book and all

matters relating thereto;

11.2.2.2 governing of the grading up of cattle by the use of sires and dams and prescribing

the fees and charges therefor;

11.2.2.3 as to all matters relating to the crossbreeding of cattle with cattle containing some

Limousin blood;

11.2.2.4 prescribing the stage at which and the conditions upon which an animal will

become eligible for registration in the Herd Book;

11.2.2.5 prescribing the amount of fees or charges payable for registration and/or transfer

of any animals in any documents compiled and maintained by the Society

including the Herd Book;

11.2.2.6 Recording the use of embryos and semen of cattle and prescribing the fees and

charges therefor;

11.3 The Board shall not be bound to give any reason for any determination or declaration

made or act done pursuant to the Memorandum and Articles of Association of the

Society or the Rules and Regulations of the society and any such determination or

declaration or act shall be final and binding upon all members.

12. CHAIRMAN OF BOARD MEETINGS

12.1 The President or failing him the Senior Vice-President or failing him the Junior Vice-

President or failing him any member of the Board appointed for the purpose by the

meeting shall preside as Chairman at each meeting of the Board.

12.2 BOARD QUORUM

The quorum for a meeting of the Board shall be five (5) members of the Board present

in person provided that not less than three Regions are represented.

12.3 BOARD VOTING

The Board may meet adjourn and regulate its proceedings when and as it thinks fit.

Subject to Articles 4.3.1 and 4.11.2.1 questions arising at any meeting other than

procedural questions shall be decided by a majority of votes. In cases of equality of

voting the Chairman of the meeting at the time shall have a second or casting vote.

12.4 Procedural questions arising during a meeting of the Board shall be decided by the

Chairman of the meeting whose decision shall be binding.

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12.5 DIRECTORS’ DELIBERATIONS

Each Director shall to the best of his ability keep his co-Directors at all times

informed as to all matters affecting the Region from which he was appointed. Each

Director shall at meetings of Directors and in his deliberations have an impartial

regard to the common interest of the members throughout Australia.

13. COMMITTEES

13.1 MANAGEMENT COMMITTEE – COMPOSITION

The Management Committee of the society shall comprise the President, the Vice-

Presidents, the Treasurer and the Executive Officer.

13.2 MANAGEMENT COMMITTEE – DELEGATED POWER

During intervals between meetings of the Board the Management Committee shall

exercise such of the functions powers and discretions of the Board as may be

delegated to it from time to time by the Board.

13.3 MANAGEMENT COMMITTEE – RESTRICTIONS ON POWER

Notwithstanding Article 13.2 the Management Committee shall not be empowered to

exercise the functions powers and discretions of the Board in the following matters:

13.3.1 The formulation amendment or approval of the Rules and Regulations of the

Society and the Regions.

13.3.2 The prescription of the breed type and characteristics of Limousin cattle required

for registration in the Herd Book.

13.3.3 Any expenditure exceeding that amount prescribed by the Board in any particular

respect.

13.3.4 Any matters pertaining to the appointment of Directors to the Board.

13.4 MANAGEMENT COMMITTEE TO REPORT TO BOARD

The Management Committee shall make a full report to each Board meeting in respect

of all acts and decisions done or executed by the Management Committee since the

last meeting of the Board.

13.5 AUTHORISED EXPENDITURE

Any two of the President, the Treasurer and the Executive Officer may authorise

expenditure budgeted for by the Board. Any cheques drawn on the funds of the

Society in payment of authorised expenditure shall be deemed to be valid if signed by

any two of the President, either of the Vice-Presidents, the Treasurer and the

Executive Officer.

13.6 OTHER COMMITTEES APPOINTED BY BOARD

The Board may from time to time appoint such other committees comprising any two

or more Full Members of the society or such other persons for such purpose as the

Board thinks fit and each committee shall carry out such functions and exercise such

powers as the Board may prescribe provided that the Board may at any time revoke

any appointment or any authority so made or given and may disband any committee

by notice to that effect.

14. EXECUTIVE OFFICER

The Board may appoint an Executive Officer of the Society not being a member or a

representative of a member of the Society upon such terms and for such period and

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salary as the Board may from time to time determine and who subject to the directions

of the Board shall be entrusted with and carry out the administrative functions of the

Society. In the event that the Board does not for any reason at any time appoint such

an Executive Officer, the Secretary of the Society shall subject to the directions of the

Board be entrusted with and carry out the administrative functions of the Society.

Such Secretary where appointed shall be deemed to hold all the powers and

responsibilities set out from time to time in these Articles and in the Rules and

Regulations of the Society as being the powers and responsibilities of the Executive

Officer.

15. MINUTES OF MEETINGS

Minutes of the proceedings of all General Meetings of the Society, the meetings of

the Board and the Management Committee and of every committee meeting shall be

recorded in the Minute Book or Minute Books kept for the purpose and be signed by

the Chairman of the meeting or by the Chairman of the next succeeding meeting if

such minutes are confirmed at either meeting. Such minutes shall in the absence of

proof of error be deemed to be prima facie evidence of the matters recorded therein.

16. REGIONS

16.1 REGIONAL BOUNDARIES

The membership and affairs of the Society shall be organised into Regions the

boundaries of which shall conform generally to State boundaries and may include

another country provided that the Board may from time to time amend Regional

boundaries in such manner as it sees fit.

16.2 REGIONAL COMMITTEES

16.2.1 Each Region shall have a Regional Committee responsible for the management of the

Region in accordance with these Articles and the Rules then in force in respect of that

Region.

16.2.2 The Regional Committee shall consist of office bearers, regional Directors and such

committee members as are elected by the members of the Region in general meeting

and otherwise in accordance with the Rules.

16.2.3 Regional office bearers shall comprise a Chairman, not more than two Vice-

Chairmen, a Treasurer and a Secretary.

16.3 REGIONAL COMMITTEE MEMBER – TERMS OF OFFICE

Each person elected to a Regional Committee shall serve in an honorary capacity and

shall hold office until:

16.3.1 his appointment is revoked by resolution of the members of the Region in

General Meeting,

16.3.2 he resigns in writing,

16.3.3 the close of the period for which he was elected.

16.4 REGIONAL COMMITTEE MEETINGS

Members of a Regional Committee may meet together for dispatch of business and

the Chairman of the Regional Committee or failing him any member of the committee

appointed for that purpose by the meeting shall be the Chairman and subject to

anything to the contrary contained in these Articles or in the Rules the Regional

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Committee may determine the conduct of proceedings as it think fits and may

determine a quorum necessary for the transaction of its business.

16.5 REGIONAL COMMITTEE MEETINGS – QUORUM

Until otherwise so determined a quorum for a meeting of Regional Committee shall

be five (5) members thereof present personally, by representative or electronically as

provided in Article 19.

16.6 REGIONAL COMMITTEES – DUTIES & FUNCTIONS

The function of each Regional Committee shall be to:

16.6.1 Carry out such duties as may from time to time be delegated to it by the Board.

16.6.2 Respond as far as is reasonable to special resolutions duly passed at General

Meetings of the Region subject to the provisions of the Rules applying to the

Region.

16.6.3 Should no Secretary be elected under Article 16.2.3 appoint a Regional Secretary

on such terms as to payment and otherwise as the Regional Committee considers

appropriate.

16.6.4 Make such inspections of herds within its Region as the Board may direct or as

the Regional Committee shall consider appropriate.

16.6.5 Forward to the Executive Officer all information gathered pursuant to this Article

and such other information as the Executive Officer may from time to time

reasonably require in respect of the Region.

16.6.6 Promote the interests of the Limousin breed within the Region as a whole by

advertising and by holding shows exhibitions sales and competitions and by

encouraging and assisting financially or otherwise the holding of such events.

17. BANK ACCOUNTS

17.1 The Society shall open and maintain a bank account in the name of the Society the

signatories to which shall be such person or persons as the Board shall from time to

time determine having regard to the terms of Article 13.5.

17.2 All moneys received by the Society or by any officer on its behalf shall be forthwith

paid without deduction to the credit of the society’s bank account and all moneys

payable to the Society, including fees and subscriptions, shall be payable to the

Society at its business office, and no payment shall be deemed valid until received. If

payment is made by cheque then payment shall not be deemed to have been made

until the cheque is cleared on presentation to the bank of the drawer.

18. FINANCIAL ACCOUNTS

18.1 The Board shall cause to be kept true accounts of all receipts credits payments and

liabilities of the Society and the manner in which its income and expenditure take

place and of all other matters necessary for showing the true financial position of the

Society.

18.2 The Executive Officer in conjunction with the Treasurer shall prepare or cause to be

prepared prior to the annual General Meeting a statement of receipts and expenditure

for the financial year under review together with a balance sheet showing the assets

and liabilities of the Society at the close of such financial year. The financial

statements and the balance sheets shall be certified as correct by the Auditor.

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19. ELECTRONIC MEETINGS AND PROCEDURES

19.1 Any meeting of the Board or of a Regional, Area or other committee or sub-

committee of the Society may be held by means of conference telephone or other

communication equipment provided that the meeting is properly constituted including

as to a quorum and the Chairman is satisfied that all participants have equal

opportunity to be involved and that proper steps are taken to compensate for any

interruptions to the communication links.

19.2 Any nomination form or other document that needs to be signed by more than one

member may consist of several documents in like form each signed by one or more

members provided that in total the document is so signed by the requisite number of

members. Documents transmitted by electronic format shall be accepted as if they

were original documents provided that if requested to do so the party sending same

can be required to send the original to the society or Regional Committee as the case

may be for record purposes.

20. INDEMNITY

Every officer, auditor or agent of the Society shall be indemnified out of the property

of the company against any liability incurred by him in his capacity as officer, auditor

or agent in defending any proceedings, whether civil or criminal, in which judgment is

given in his favour or in which he is acquitted or in connection with any application in

relation to any such proceedings in which relief under the Code is granted to him by

the court.

21. AMENDMENT OF ARTICLES

21.1 The Society may by special resolution amend these Articles whether by alteration

addition or deletion.

21.2 A resolution is a special resolution for the purposes of this Article if it is passed at a

General Meeting of the Society being a meeting of which not less than twenty-one

(21) days’ written notice specifying the intention to propose the resolution as a special

resolution has been duly given; and it is passed at such a meeting by a majority of not

less than seventy-five (75) per cent of such members of the society as, being entitled

to do so, vote in person or by proxy, at that meeting.

22. SEAL

22.1 The Board shall provide for the safe custody of the Seal.

22.2 The Seal shall be used only by the authority of the Board or a committee authorised

by the Board to authorise the use of the seal and every document to which the Seal is

affixed shall be signed by a member of the Board and countersigned by another

member of the Board or Secretary or another person appointed by the Board to

countersign that document or a class of documents in which that document is

included.

23. DISSOLUTION OF THE SOCIETY

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The provisions of clause 6 of the Memorandum of Association relating to the winding

up or dissolution of the Society shall have effect and be observed as if the same were

repeated in these Articles.

24. NOTICE TO MEMBERS

24.1 Notices required to be given by the Society to any member shall be given in writing

duly dispatched by mail or electronic format and properly addressed to the last

address or facsimile number made known to the Society by the member. Notices shall

be deemed to be given when, in the ordinary course of events, they would have been

received.