UMFHA Rules

UMF Honey Association (Inc)
Constitution

Dated 27th of February 2020

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DESCRIPTION

The name of the Association- society is the UMF Honey Association Incorporated ("UMFHA", "the Society"). A group of companies, businesses, trading partnerships, trusts or other entities and individuals who have a commercial interest in the marketing of Manuka honey generally.

This includes the marketing of UMF® honey but only in compliance with strict UMFHA licensing protocols.

REGISTERED OFFICE

The registered office:
c/- Buddle Findlay
Level 18
188 Quay Street
Auckland
New Zealand

OBJECTIVES AND POWERS OF THE INCORPORATED SOCIETY

[New inserts / ~~deletions~~.]

There are no trade marks other than those related to "UMF" showing up on IPONZ.
The CTM is no doubt intended to become part of this "family", somehow! ?

To effectively and efficiently manage the protection and use of the UMF® trade mark and other trade marks owned by UMFHA ("the UMF family of trade marks") in New Zealand and overseas.

To protect, build and maintain the commercial equity of and value in the UMF family of ~~the~~ trade marks and licensee users thereof.

To manage and validate production standards and support the quality production of ~~UMF®~~ honey marketed with the UMF family of trade marks® honey.

To actively promote research into the attributes, benefits and efficacy of UMF honey marketed with the UMF family of trade marks.

Interesting that this object is no longer limited to NZ licensees only. ?

To maintain the UMF family of trade marks for the benefit of all the ~~New Zealand~~ licensees.

To allocate any funds received from the trade marks ~~into the following areas~~ for all purposes consistent with the Objects, including:

(i) ~~Administration~~ Protection for the UMF family of trade marks (in areas where registered);

(ii) Developing international recognition for the UMF family of trade marks; (in areas where not yet registered)

(iii) Marketing, and

(iv) Research

To apply for external funds to support the above Objectives. ~~To develop international recognition of the trade mark.~~

To ratify applications for Membership and/or the issuing of Licences. ~~To apply for funds to meet the above Objectives.~~

To set and amend membership fees, licence fees and/or levies.

To enter into, do and perform all contracts, acts, matters and things in any way connected with the Objectives of the incorporated society.

To at all times act consistently with the Core Principles as stated in the Schedule.

The common seal of the society shall be in control of the chairperson.

MEMBERSHIP OF THE SOCIETY

Members of the Society may be any New Zealand company, business, trading partnership, trust or other entity, or individual that has their principle (sic) business base in New Zealand and who has a commercial interest in UMF trade marked honey.

Members of the Society will be deemed to have a Members (sic) Licence, and accordingly must also satisfy the requirements for a Members (sic) Licence Agreement consistent with the requirements for all Licensees as outlined in Section 5 below, including for the avoidance of doubt Section 5g.

Each member must at all times comply with these Rules;

Each prospective member must agree, before being eligible for nomination and ratification as a member, to comply with these Rules.

This would seem to be draconian and lacking due process. The implications of a licence being withdrawn are huge in relation, for example, to unsold stock using the UMF brand. ?

In the event that a member does not comply with the Rules and UMF Licence, the Board may take such action as it sees fit in respect of the non-compliance consistent with the Rules, including but not limited to revoking the member's membership and UMF licence.

Without limitation, non-compliance with these Rules includes engaging in any activity which is not consistent with the Core Principles or which might adversely affect or prejudice the Society or the goodwill, reputation, integrity or intellectual property rights in any of the UMF family of trade marks.

Membership is renewable annually provided any membership fees and levies have been paid and provided also that the member has complied with the Rules during their previous period of membership.

Members of the Society must advise any change of material ownership or controlling interest by the effective date of change.

New members must be nominated and seconded by two existing.

LICENSEES OF THE SOCIETY

Licensees of the Society may be any business, trading partnership, trust or other entity, or Individual that has an interest in UMF trademarked honey.

Some licensees also use different rating systems. These rules could be interpreted as total loyalty to UMF being required to be compliant. ?

Each Licensee must at all times comply with these Rules and the terms and conditions of their Licence Agreement from within the suite of UMFHA Licences as available.

Each prospective Licensee must agree, as outlined in their application for Licence, to comply with these Rules.

In the event that a Licensee does not comply with the Rules of the Society and the Terms and Conditions of their Licence, the Board may take such action as it sees fit in respect of the non-compliance consistent with the Rules and the Licence Agreement, including but not limited to revoking the UMF licence.

The Licence Agreement is subject to all due levies having been paid by their due date and provided also that the Licensee has complied with the Rules of the Society and Terms and Condition of their Licence Agreement.

Licensees of the Society must advise any change of material ownership or controlling interest by the effective date of change.

Applications for Licence (sic) must completed (sic) consistent with the process outlined in the UMFHA Licence Application process, and duly ratified by the Board.

VOTING

Each member is allocated one vote.

Voting at annual general meetings and special general meetings may be conducted by proxy, as well as any electronic means (such as email) notified by the Board, in accordance with any rules specified by the Board.

THE BOARD

Shall be elected from by the membership at the annual general meeting.

Shall comprise six member being made up of a minimum of four members of the Society and up to two independent persons nominated by the Board.

A quorum of a minimum four members of the board shall be required for meetings of the Executive Board to proceed.

The Board may co-opt identified individuals to assist the Board with specific matters for a defined period.

The Board may co-opt a replacement for any Board member vacancy for a specific period during the then current committee year. This replacement must be a current member of the Association.

Continuity of skills, knowledge and practice shall be preserved by election of each of the Board members for a two year term, with three members being eligible for election each year.

Each Board member is allocated one vote for the purposes of Board meetings.

Each Board member must at all times comply with these Rules and their fiduciary duties as a member of the Board, including their:

An interesting concept when adherance should be to the Act and the Rules. ?

(i) Duty of loyalty;

(ii) Duty not to profit from their position as a member of the Board;

(iii) Duty to declare and avoid conflicts of interest;

(iv) Duty of care.

The above comment applies here too. ?

Each Board member must agree before being eligible for election to the Board to comply with these Rules and their duties, including as those duties may be set out in a Board Code of Conduct published by the Board.

This is devoid of due process and probably challengeable particualrly because membership cancellation also mean the licence being cancelled with potential economic consequences.
?

In the event that a member of the Board does not comply with the Rules or their duties, the Board (excluding the member) may take such action as it sees fit in respect of the non-compliance consistent with the Rules, including but not limited to removing the member from the Board.

THE BOARD ROLE

Deleted

To confirm the guiding strategies, business plan and budget, and protocols in place for the protection, maintenance and use of the UMF family of trade marks in New Zealand and overseas;

To contract on behalf of the Society;

To appoint a Chief Executive Officer;

The only authority given for the use of the Society's fund is into "interest bearing investrments".
Note: There are no powers to borrow.
?

To set fees and levies, approve any Interest bearing investments for the benefit of the Society, to ensure appropriate processes are in place to manage and account for income, approve expenditure, write cheques and make payments;

To convene the annual general meeting.

To appoint an Independent Chairperson (Independent Chair) and Independent Commissioner.

To record as a written resolution, all matters agreed in any meeting (except matters concerning the selection of an Independent Chair or continued retention of the present Independent Chair) and to submit a copy for consideration by the Independent Chair in accordance with rule 10(d).

To consider any concerns raised by the Independent Chair within ten working days of receipt of same and to formally record their acceptance or rejection of any concerns so raised. For the avoidance of doubt, while the Board is bound to consider concerns raised by the Independent Chair, it is not bound to accept the Independent Chair's recommendations (if any).

To review and determine any annual retainer to be paid to the Independent Chair before the commencement of each term of office.

To ensure an accurate record of the minutes is kept for all meetings.

INDEPENDENT CHAIR'S ROLE

Shall be appointed by the Board.

Is not entitled to vote on resolutions of the Board except where voting by the Board in relation to a resolution is evenly split, in which case the independent Chair is entitled to a casting vote.

The Independent Chair must be independent and as a consequence, must not be a present member of the Society and must not have any direct or material business ties or pecuniary interests with any present member before their election or while holding office.

The Independent Chair is an appointed officeholder, and may, at the discretion of the Board, be paid an annual retainer by the Society.

The Independent Chair shall be appointed for a term of two years. Once two years has elapsed, the Board at its discretion shall either appoint a new Independent Chair, or re-elect the existing Independent Chair for a further two year term.

The Independent Chair may be removed from office at any time by a vote of the Board Committee in accordance with rule 12.

10.

INDEPENDANT CHAIR

The Independent Chair is to chair all meetings of the Board (except on matters concerning the selection of an Independent Chair or continued retention of the present Independent Chair).

The Independent Chair shall build the brand equity of the Society and family of UME trademarks, through the strategic and business planning process, also accounting for opportunities as they arise, safeguarding the Society's brand, core values and commercial equity, and more generally representing and promoting the Society and its best interests.

The Chief Executive Officer shall report to the Executive Board through the Independent Chair.

The Independent Chair must review all written resolutions of the Board (except on matters pertaining to the-appointment or termination of the Independent Chair).

If the Independent Chair believes any proposed action or resolution by the Board is not in the best interests of the Society or is contrary to the Society's Objectives or core values then the Independent Chair must within three working days of receipt of the resolution provide the Board with a written notice outlining the matters with which the Board has concerns and the reasons for such concerns. The Independent Chair should also, where possible, provide alternatives for the Board to consider in the written notice.

The Independent Chair shall chair the annual general meeting and any special meeting of the Society.

11.

DISPUTES BETWEEN AND BOARD AND THE INDEPENDENT CHAIR

In the event of a dispute between the Board and the Independent Chair, the Board, and the Independent Chair must arrange a meeting as soon as practicable. Both parties must approach this meeting with a view to achieving a fair and swift resolution of the dispute consistent with the Objects of the Society.

Both parties must be given a reasonable opportunity in such a meeting to submit their views and reasoning on any disputed matter.

All discussions within the meeting will be on a without prejudice basis and shall remain private and confidential, unless agreed otherwise by both parties. Detailed minutes of the meeting shall be recorded.

If the parties cannot resolve the dispute in the first meeting, either party may elect to engage an independent mediator from LEADR (Lawyers Engaged in Alternative Dispute Resolution) New Zealand Inc.

A resolution of the Board to remove the Independent Chair shall not be deemed a dispute. Any such decision by the Board shall be final.

12.

REMOVAL OF INDEPENDENT CHAIR BEFORE ELECTED TERM ENDS

If two or more members of the Board believe the elected Independent Chair is failing to properly perform their role, or lose confidence in the Independent Chairs independence, they may call a meeting of the Board to discuss and vote on the removal of the Independent Chair.

Such a meeting requires all six members of the Board to be present and all six members to vote on the matter.

The meeting shall be chaired by the Chief Executive officer (if on the Board) or alternatively, the longest serving member of the Board present.

The Independent Chair is entitled to be present at the meeting and must be given a reasonable opportunity to answer any concerns raised by any members of the Board, but must, not be present when the Board votes on any motion to remove.

If a majority of no less than five out of the six Board members vote for the removal of the Independent Chair, the removal takes place with immediate effect.

The Board must inform the Independent Chair of their decision on any vote to remove the Independent Chair within 1 working day of the decision. B

The Board must then meet and arrange for the process of finding and electing a new Independent Chair as soon as practicable.

13.

INDEPENDENT COMMISSIONER

The Independent Commissioner shall be appointed by the Board.

The Independent Commissioner must be independent and as a consequence, must not be a present member of the Society and must not have any direct or material business ties or pecuniary interests with any present member before their election or while holding office.

The Independent Commissioner is an appointed officeholder, and may, at the discretion of the Board, be paid an annual retainer by the Society.

The Independent Commissioner shall be appointed for a term of two years. Once two years has elapsed, the Board at its discretion shall either appoint a new Independent Commissioner, or re-appoint the existing Independent Commissioner for a further two year term.

The Independent Commissioner may be removed from office at any time by a majority vote of the Board Committee.

14.

INDEPENDENT COMMISSIONER'S ROLE

The Objective of the Independent Commissioner role is to provide a voice independent of the Executive so as to:

Ensure alignment across the Functional Relationships within the Association with the Core Principles and Objectives of the Association, as implemented through the Policy and Processes of the Association.

Facilitate transparent and constructive discussion and debate within the Association to assist in retaining focus on achieving the Objectives of the Association.

If requested by either the CEO or a Licence holder, assist with the resolution of any dispute that may arise between the parties.

To adjudicate where necessary in the best strategic and long term interests of the UMF brand, and where appropriate to provide a recommendation to the Board for decision, potentially at an SGM or AGM.

The Independent Commissioner is entitled to information regarding the Society to the extent reasonably required for the performance of their role.

The Independent Commissioner may attend Board meetings as necessary to advise and make recommendations to the Board at such meetings on reasonable notice or by invitation from the Board.

15.

MEETINGS

The Board shall convene an Annual General Meeting of members of the Society at a time and date approved by the Board. The Board will send a notice of meeting and an agenda to members at least 14 days before the annual general meeting.

The Board may also convene special general meetings of the Society at a time and date approved by the Board. The Board will send a notice of meeting and an agenda to members.at least 14 days before the special general meeting.

This and 6b authorise electronic voting but there is no authority in the rules to participate electronically.
?

A quorum of 15 members will be required for any annual general meeting or special general meeting to proceed. Members that attend the meeting by valid proxy will be counted for the purposes of a quorum. Members that cast valid electronic votes will also be counted for the purposes of a quorum on resolutions in relation to which valid electronic votes are cast.

A minimum 15 members may require the Board to convene an SGM.

16.

BUSINESS THAT MAY BE CONDUCTED BY ANY AGM OR SGM

Elect Board members.

But the Board has the authority to enter into contracts (Rule 3j). ?

Ratify new contracts;

Review policies;

Set promotional and research goals;

Approve business plans;

Set budgets in line with business plans;

Conduct any general business.

17.

ALTERATION TO RULES

These rules may be altered by a majority vote taken at the annual general meeting or special general meeting or by a postal poll or electronic poll of all members. A quorum should include at least 50% of all members and 75% of those present must vote in favour to ratify changes.

In the absence of "no less than 45 days", this provision could effectively prevent any rule change resolution being put forward other than by the Board.
?

Notice of motion of proposed rule changes shall be submitted to the Board 45 days prior to the annual general meeting and shall be included in information sent to the members no less than 14 days prior to the meeting.

18.

WINDING UP

In the event that this society is to be wound up, then, upon the resolution of the Board, all funds and other assets shall be distributed among the Honey Industry Charitable Trust and any other charitable organisation representing the interest of New Zealand Beekeeping for allocation into research.

19.

FINANCE

No member of the organisation or any person associated with a member shall participate in or materially influence any decision made by the organisation in respect of the payment to or on behalf of that member or an associated person of any income benefit or advantage whatsoever.

Any such income shall be reasonable and relative to that which would be paid in an arm's length transaction (being the open market value).

The provisions and effect of this rule shall not be removed from this document and shall be included and implied into any documents replacing this document.

No addition to or alteration to recession of the rules shall be approved if it affects the non-profit aims, personal benefits rule or the wind up rule.

SCHEDULE

CORE PRINCIPLES

Mānuka honey is a natural product unique to New Zealand, produced by bees from the nectar of the Leptospermum scoparium plant in New Zealand, It is prized and sought after by consumers for its purity and quality, and health and well-being attributes

The UMF Honey Association Incorporated exists to, among other things, provide consumers with the confidence in that purity and quality, and independent assurance that when they purchase Mānuka honey marked with the UMF family of trade marks, it is authentic Mānuka honey produced in New Zealand according to strict quality standard requirements, and satisfies international standards for food safety, quality and labelling.

The UMF Honey Association Incorporated, through its membership and licensees, has the goal through the mechanism of the UMF family of trade marks of growing consumer driven value in the trade marks for the long-term benefit of all members and licensees. This will be achieved by delivering on the members' shared consumer and stakeholder values of authenticity, integrity, respecting the sustainability of the wider ecosystem and building enduring value for New Zealand,

Unique Mānuka Factor Honey

Unique - The Society's members promote research and leverage off what is unique in their honey via a single grading system, so clarity of position can be expressed to the consumer, and also promote research and protection to support that grading system and position;

Mānuka - The Society's members are New Zealand based, agree that Mānuka is a Maori word and that the word may only be used in relation to honey if that honey is Leptospermum scoparium honey that may lawfully be called Mānuka Honey in accordance with the requirements of the laws of New Zealand and is produced in New Zealand:

Factor - The elements of Mānuka Honey that have value for the consumer are identified and represented to the consumer:

Honey - Honey is from the nectar of flowers and is not adulterated.

The membership of the Society is made up of individuals who are committed to the above principles and who agree to act consistently with them and the rest of the Objects and the Rules.

New members are welcome, where they can demonstrate their commitment to the above principles and their agreement to act consistently with them and the rest of the Objects and the Rules.

All members agree to act consistently with the Objects of the Society and the Rules and to uphold the values and standards of the Society and positively promote these to consumers and to more generally contribute to the Objects of the Society, and to act collectively to these ends.

END

Note: This is not the official Constitution but a copy thereof.

This link is to the Incorporated Societies website from where a search can to undertaken for MHAS.