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SGM Notice 2022

Partial Amendment of Rules

IRISH FARM ACCOUNTS CO-OPERATIVE SOCIETY LIMITED 

– 3528R 

At a Special General Meeting of the above society taking place on the 29th day of September 2022, the following resolution proposing a partial amendment of rules by the Society shall be considered and, if thought fit, adopted by the members: 

RESOLUTION – That the Rules of the Society be amended to implement governance reforms as recommended by the Society’s Rules Sub-Committee and proposed by the Society’s Board. 

RESOLUTION 1 – Amendment of Rule 29 – Election of Board 

THAT the text of existing Rule 29 be deleted in its entirety, such text being as follows: 

 a) The Board of Directors shall consist of not more than twenty-two persons who shall be appointed as follows:- 

i) Twelve members of the Board shall be elected by the' A' Shareholders of the Society in the manner prescribed in paragraph (b) of this Rule. 

ii) Up to ten members shall be co-opted by the members elected in the manner aforesaid in this Rule. The persons so co-opted shall be individuals with particular skill sets which in the opinion of the elected members, may be of value to the Society and/or representatives of organisations which in the opinion of the elected members, shall accept the objects of the Society and are not in conflict with the interests of the Society and shall hold office for the remaining term of the Board. 

iii) In 2023, the elected members of the Board may co-opt one additional Member to the Board to serve one term of office of three years. The Member coopted shall not be eligible for re-election at the end of his term. 

b) The twelve members of the Board referred to in paragraph (a)(i) above shall be elected by the members of the Society in the following manner. For the purpose of election, the members of the Society shall be divided into such one or more Electoral Groups as the Board shall determine from time to time, and each such Electoral Group shall elect, from amongst its members, such number of persons to the Board, not exceeding twelve in total, as the Board shall determine from time to time. 

Vacancies on the Board of Directors in respect of the twelve members provided for in this paragraph may be filled at the discretion of the Board either at electoral group meetings or by a postal vote of members entitled to vote or by phone text or such other electronic means as the members in general meeting may approve. The procedure for nominating candidates to stand for election and where it is decided to hold a postal vote, the procedure for conducting such a vote, shall be determined by the Board from time to time. 

c) Where elections are held at electoral group meetings as provided for in paragraph (b) above the notice of meetings of electoral groups shall be sent to the members of such groups at least fourteen days before the date of the meeting of the electoral group. The Chair of the Society shall preside at meetings of electoral groups, but if he is unable to do so, the Board Member 

elected from that electoral group shall preside at meetings of that electoral group and if he is unable to do so each electoral group meeting shall appoint its own Chair. 

d) The twelve members elected in accordance with the provisions of paragraph (b) of this Rule shall hold office for a period of two years. Three of the twelve members shall be ineligible for re-election until the expiry of two years from the date of their retirement and nine members shall be eligible for re-election. 

e) The following provisions shall apply for determining what members shall be ineligible and eligible for re-election:

i) The three members with the longest service on the Board shall be declared ineligible for re­ election. If more than three members have an equality of service, the members ineli-gible for re­ election shall be determined by lot as between the persons having the equality of service. 

ii) Notwithstanding the provisions of the preceding paragraphs of section (d) of this Rule, where one or more of the 12 elected members declares that he/she does not wish to be re-elected or is disqualified under Rule 32, such person or persons shall be deemed for the purpose of this rule to be members of the Board who are ineligible for re-election. 

iii) Three of the nine members not declared or deemed ineligible for re-election by this Rule and Rule 32, with the longest service shall retire and be eligible for re-election, and if more than three members have an equality of service, the members to retire shall be determined by lot as between the persons having the equality of service. The remaining members who are not declared or deemed ineligible for re-election or who are not retiring in accordance with the provisions of this Rule, shall be deemed re-elected for a further two year Board Term. 

iv) If he hold any office or place of profit under the Society including but not limited to being an employee, agent or consultant to the Society. 

f) An 'A' shareholder of the Society may apply to the Board for transfer from one Electoral Group to another. 

g) Any casual vacancy occurring in the membership of the Board of Directors amongst those Di-rectors elected in accordance with the provisions of paragraph (b) above may be filed by co-option by the remaining members of the Board. The person co-opted shall fill the unexpired term of the person he replaces and shall be subject to the same provisions for retirement and ineligibility for re-election as the person he replaces. 

h) The Board of Directors in office and the existing established pattern of retirement of directors in place at the registration of these Rules shall continue. 

i) The Board shall have power to make such regulations and standing orders, not being incon-sistent with the provisions of these Rules, as may be necessary or desirable for the conduct of the electoral process and of meetings at which an election is to take place.” 

And that the following be substituted therefor: 

 a) From the date of registration of these Rules until 31 December 2026, the Board of Directors shall consist of not more than twenty-two persons who shall be appointed as follows:- 

i) Twelve members of the Board shall be elected by the ’A’ Shareholders of the Society in the manner prescribed in paragraph c) of this Rule. 

ii) Up to six members shall be co-opted by the members elected in the manner aforesaid in this Rule. The persons so co-opted shall be individuals with particular skill sets which in the opinion of the elected members may be of value to the Society and/or representatives of organisations which in the opinion of the elected members shall accept the objects of the Society and are not in conflict with the interests of the Society and shall hold office for 2 years from 1 January in the year of their respective co-options. 

iii) In 2023 the elected members of the Board may co-opt one additional Member to the Board to serve one term of office of three years. The Member co-opted shall not be eligible for re-election at the end of his term. 

b) From 1 January 2027, The Board of Directors shall consist of not more than twelve persons who shall be appointed as follows:

i) Seven members of the Board shall be elected by the ’A’ Shareholders of the Society in the manner prescribed in paragraph c) of this Rule. 

ii) Up to five members shall be co-opted by the members elected in the manner aforesaid in this Rule. The persons so co-opted shall be individuals with particular skill sets which in the opinion of the elected members may be of value to the Society and/or representatives of organisations which in the opinion of the elected members shall accept the objects of the Society and are not in conflict with the interests of the Society and shall hold office for 2 years from 1 January in the year of their respective co-options. 

c) The elected members of the Board referred to in paragraphs a) i) and b) i) above shall be elected by the members of the Society in the following manner. For the purpose of election, the members of the Society shall be divided into the following Electoral Groups: 

  • Munster; 

  • Leinster; and 

  • Connacht/Ulster. 

Each such Electoral Group shall elect, from amongst its members, such number of persons to the Board, not exceeding the relevant maximums for elected directors set out in paragraphs a) i) and b i) of this Rule, as the Board shall determine from time to time. 

With the exception of any vacancies occurring in 2023 and 2025, vacancies on the Board of Directors in respect of the elected members of the Board provided for in this paragraph may be filled at the discretion of the Board either at electoral group meetings or by a postal vote of members entitled to vote or by phone text or such other electronic means as the members in general meeting may approve. The procedure for nominating candidates to stand for election and where it is decided to hold a postal vote, the procedure for conducting such a vote, shall be determined by the Board from time to time. 

d) Where elections are held at electoral group meetings as provided for in paragraph (b) above the notice of meetings of electoral groups shall be sent to the members of such groups at least fourteen days before the date of the meeting of the electoral group. The Chair of the Society shall preside at meetings of electoral groups, but if he or she is unable to do so, the Board 

Member elected from that electoral group shall preside at meetings of that electoral group and if he or she is unable to do so each electoral group meeting shall appoint its own Chair. 

e) As and from the year 2027 and each year thereafter, the following provisions shall apply: 

i) One-quarter of the elected members of the Board, or as close thereto shall retire each year. Retiring elected Board members shall be eligible for re-election without nomination subject to the provisions of sub-paragraphs ii) and iii) of this paragraph e). 

ii) Retiring elected Board members who have served 2 consecutive terms (of four years) or more as an elected Board member immediately prior to their retirement shall be ineligible for re-election and shall not be permitted to contest one of the elected Board member seats until the next election taking place in their electoral group after their retirement. 

iii) For Board members in office on the registration of these Rules (2022) the time already served as a Board member shall thereafter be counted towards the two-term maximum stipulated in sub-paragraph (ii) of this paragraph e). Time served having filled a casual va-cancy shall not be included for the purposes of this rule. 

f) In 2023 and 2025 the three members with the longest service on the Board shall retire and be declared ineligible for re-election. If more than three members have an equality of service, the members ineligible for re-election shall be determined by lot as between the members having the equality of service. 

g) An 'A' shareholder of the Society may apply to the Board for transfer from one Electoral Group to another. 

h) Any casual vacancy occurring in the membership of the Board of Directors amongst those Directors elected in accordance with the provisions of paragraph (b) above may be filed by co-option by the remaining members of the Board. The person co-opted shall fill the unexpired term of the person he or she replaces and shall be subject to the same provisions for retirement and ineligibility for re-election as the person he or she replaces. 

i) The Board of Directors in office at the date of registration of these Rules shall continue to be the Board of Directors of the Society pending the retirement of Board members in accordance with the provisions of this Rule 29. The length of time served in office for each member of the Board as of the date of registration of these Rules is hereby confirmed and the order of retirement established from 2027 onwards shall apply subject to and in accordance with the provisions of this Rule 29. 

j) The Board shall have power to make such regulations and standing orders, not being inconsistent with the provisions of these Rules, as may be necessary or desirable for the conduct of the electoral process and of meetings at which an election is to take place. 

Resolution 2 – Amendment of Rule 32. Disqualification of a Board Member, Conflicts of Interest & Expenses. 

THAT the text of existing paragraph vi) of Rule 32 be deleted in its entirety, such text being as follows: 

“If he/she absent himself/herself from half or more of the Meetings of the Board during the most recent term of office of the Board, automatic disqualification under this section of the Rules shall classify the person as being ineligible for re-election in accordance with the provisions of Rule 29 (e) 3.” 

And that the following be substituted therefor: 

“If he/she absent himself/herself from half or more of the Meetings of the Board during the most recent term of office of the Board, automatic disqualification under this section of the Rules shall classify the person as being ineligible for re-election in accordance with the provisions of Rule 29 (e) ii).” 

RESOLUTION 3 – Amendment of Rules 

THAT Words importing the masculine gender in the Society’s Rules be deleted and replaced by the words importing both the masculine and the feminine gender.