19. MEMBER COUNCIL
19.1 Purpose of the Member Council
The Members may elect Councillors to form a Member Council for the purposes of:
(a) assisting the Board to convene and manage General Meetings of Members;
(b) developing a long-term plan to advance the objects of the Company and provide a framework to guide the Board in its strategic planning;
(c) coordinating Member activities and events, including a biennial conference to:
(i) showcase certified organic systems and products;
(ii) provide a forum for generally discussing policy and operational issues;
(iii) promote the objects of the Company; and
(d) providing a pool of experienced Councillors held in high regard by the Members who are available to assist the Board in facilitating good relations with key stakeholders and advocating on behalf of the industry.
19.2 Recommendations to the Board
(a) The Member Council may make recommendations to the Board in respect of any area of Board responsibility.
(b) The Board must give due consideration to recommendations made by the Member Council.
(c) The Board is not obliged to accept recommendations made by the Member Council and must act in the best interests of the Company and for the proper management of the business affairs of the Company.
19.3 Councillors
(a) There must be a minimum of three (3) Councillors and a maximum of twelve (12) Councillors. The number of Councillors appointed is at the discretion of the Members from time to time.
(b) Councillors are expected to have a deep or broad experience in respect of the objects of the Company that the Councillor can apply to the issues that may be considered by the Member Council.
(c) Councillors hold office from the conclusion of the meeting at which they were elected until the conclusion of the second Annual General Meeting following their election, unless the Councillor resigns sooner, vacates the office or is disqualified from holding office.
(d) There is no limit on the number of terms an individual may serve as a Councillor.
(e) All Councillors must be Members or Associates. The majority of Councillors must be from Full Members.
(f) The Member Council must elect one of the Councillors as President and may decide the period for which that Councillor is to be the President.
19.4 Voting at Member Council meetings
(a) Questions arising at a meeting of the Member Council shall be determined on a show of hands or, if demanded by a Councillor, by a poll taken in such a manner as the person presiding at the meeting may determine.
(b) Each Councillor present at a meeting of the Member Council (other than the Chair) is entitled to one (1) vote.
19.5 Procedures and resources
(a) Other than for obligations set out in this Constitution, the Member Council will determine its own procedures.
(b) Councillors must coordinate their activities with the Board, Secretary or Chief Executive Officer as appropriate.
(c) The Board, Secretary and Chief Executive Officer will provide financial resources and operational support for the effective operation of the Member Council consistent with the purpose at clause 19.1 provided that the financial support does not threaten the solvency of the Company (in the Board’s reasonable opinion).
(d) At the commencement of each Financial Year, the Board may determine a maximum allocated budget to support the operations of the Member Council for the upcoming Financial Year after having received a recommended budget from the Member Council.
19.6 Remuneration
(a) The Councillors are to be paid the remuneration specified in the Councillors’ Remuneration Policy which is determined by an ordinary resolution at a meeting of the Members.
(b) The Company may also pay the expenses incurred by the Councillor provided that those expenses are properly and reasonably incurred. Such expenses must be eligible expenses as set out in the Councillors’ Remuneration Policy.
(c) The Board approves such remuneration or reimbursement provided that the remuneration or reimbursement conforms with the Councillors’ Remuneration Policy.
19.7 Removal of Councillors
(a) The Company may remove, before the expiration of their period of office, any Councillor by ordinary resolution and may, by ordinary resolution, appoint another person in their stead.
(b) The person so appointed shall only be appointed for the remainder of the term held by the previous Councillor.
