Pork Industry Board Act 1997

Schedule 2
Provisions applying to Board and board of directors

s 16

Directors

1 Term of office of directors
  • (1) Except as provided in this Act,—

    • (a) an elected director holds office for a term of 3 years; and

    • (b) an appointed director holds office for a term, not exceeding 3 years, determined by the Minister after considering—

      • (i) the Board's recommendation on the matter; and

    (2) Notwithstanding the term of a director's appointment or election, but subject to subclause (3), the term of office of every director expires with the close of 31 July in the year in which the term of office for which the director was appointed or elected expires.

    (3) A director may continue in office after the expiry of the term for which the director was elected or appointed if the Minister—

    • (a) authorises the director to continue in office; and

    • (b) determines the length of the director's extended term,—

    before that expiry (or before the expiry of any extension or extensions of that term authorised under this subclause).

    (4) If a director continues in office for any period after the expiry of the director's term, the successor's term of office must be reduced by that period.

    (5) Any director may from time to time be re-elected or reappointed.

2 Extraordinary vacancies
  • (1) The Minister may remove a director from office for disability affecting performance of duty, bankruptcy, breach of any duty set out in Schedule 1 that applies to the director, or misconduct, proved to the Minister's satisfaction.

    (2) A director may resign by written notice to the Minister.

    (3) If a director dies, or resigns, or is removed from office and the residue of the term of the vacating director—

    • (a) does not exceed 12 months, the Minister may, on the recommendation of the board of directors, appoint a director for the residue of the term for which the vacating director was elected or appointed; or

    • (b) exceeds 12 months, the vacancy must be filled,—

      • (i) where the vacating director was an elected director, by electing a director in the manner specified in section 13(2)(a); or

      • (ii) where the vacating director was an appointed director, by appointing a director in the manner specified in section 13(2)(b).

    (4) The powers of the Board or the board of directors are not affected by any vacancy in the board of directors.

3 Deputies of directors
  • (1) If satisfied that a director is, because of illness, absence, or other sufficient cause, incapable of performing the duties of a director, the Minister may, on the recommendation of the board of directors, appoint a deputy to act for the director during the director's incapacity.

    (2) A deputy appointed under this clause is deemed for all purposes to be a director.

    (3) No appointment of a deputy, no acts done by the deputy, and no acts done by the board of directors while any deputy is acting, may in any proceedings be questioned on the ground that the occasion for appointment had not arisen or had ceased.

4 Powers of board of directors
  • The board of directors has all the powers necessary—

    • (a) for managing, and for directing and supervising the management of, the affairs of the Board; and

    • (b) for exercising the powers of the Board.

Meetings of Board

5 Meetings of Board
  • (1) Meetings of the board of directors must be held at times and places it appoints.

    (2) The Chairperson of the board of directors or any 3 directors may at any time call a special meeting of the board of directors.

    (3) At all meetings of the board of directors, the quorum necessary for the transaction of business is 4 directors.

    (4) All questions arising at any meeting of the board of directors must be decided by a majority of the votes cast by the directors present at the meeting.

    (5) A resolution assented to by letter, telegram, telex, facsimile message, or electronic message by all directors is as valid and effectual as if it had been passed at a meeting of the board of directors duly called and constituted.

    (6) Where—

    • (a) there is held a telephone or video conference of at least 4 directors of the Board; and

    • (b) all reasonable efforts have been made to enable every director to participate in the conference; and

    • (c) a resolution is assented to by a majority of the directors participating in the conference,—

    the resolution is as valid and effectual as if it had been passed at a meeting of the board of directors duly called and constituted.

    (7) Except as provided in this Act and any regulations made under it, the board of directors may regulate its procedure at meetings in any manner it thinks fit.

    Schedule 2 clause 5(3): amended, on 31 July 2002, by section 4 of the Pork Industry Board Amendment Act 2001 (2001 No 76).

    Schedule 2 clause 5(6)(a): amended, on 31 July 2002, by section 4 of the Pork Industry Board Amendment Act 2001 (2001 No 76).

6 Chairperson and Deputy Chairperson
  • (1) At its first meeting after 31 July in each year, the board of directors must elect a Chairperson and a Deputy Chairperson from among the directors.

    (2) If a Chairperson or a Deputy Chairperson vacates office as Chairperson or Deputy Chairperson or ceases to be a director, the board of directors must elect from among its members a Chairperson or a Deputy Chairperson, who holds office until the next election of a Chairperson and Deputy Chairperson.

    (3) If present, the Chairperson must preside at all meetings of the board of directors.

    (4) If the Chairperson is absent from any meeting of the board of directors and the Deputy Chairperson is present, the Deputy Chairperson must preside.

    (5) If both the Chairperson and Deputy Chairperson are absent from any meeting of the board of directors, the directors present must appoint one of their number to preside at the meeting.

    (6) At any meeting of the board of directors, the person presiding has a deliberative vote and, in the case of an equality of votes, also has a casting vote.

    (7) A Chairperson or Deputy Chairperson may from time to time be re-elected.

Miscellaneous provisions

7 Contracts of Board
  • (1) Subject to clause 8, a contract or other enforceable obligation may be entered into by the Board as follows:

    • (a) an obligation which, if entered into by a natural person, would, by law, be required to be by deed, may be entered into on behalf of the Board in writing signed under the name of the Board by—

      • (i) 2 or more directors; or

      • (ii) 1 or more persons authorised by the Board under clause 8:

    • (b) an obligation which, if entered into by a natural person, is, by law, required to be in writing, may be entered into on behalf of the Board in writing by a person acting under the Board's express or implied authority:

    • (c) an obligation which, if entered into by a natural person is not, by law, required to be in writing, may be entered into on behalf of the Board in writing or orally by a person acting under the Board's express or implied authority.

    (2) Nothing in subclause (1) limits or prevents the Board entering into a contract or other enforceable obligation in writing under its seal, if it has one.

    (3) Subclause (1) applies to a contract or other obligation—

    • (a) whether or not that contract or obligation was entered into in New Zealand; and

    • (b) whether or not the law governing the contract or obligation is the law of New Zealand.

    (4) Notwithstanding anything in subclauses (1) to (3), no contract made by or on behalf of the Board is invalid by reason only that it was not made in the manner provided by this clause, if it was made under or to give effect to a resolution of the Board.

8 Delegation of functions and powers of Board
  • (1) The Board may, either generally or in relation to a particular matter, delegate to a director or officer or employee of the Board any of the functions and powers of the Board under this Act, including the power to execute deeds, but not including this power of delegation.

    (2) A delegation under subclause (1), may be made to—

    • (a) a specified person; or

    • (b) persons of a specified class; or

    • (c) the holder for the time being of a specified office; or

    • (d) the holders for the time being of offices of a specified class.

    (3) With the Board's prior written approval, the chief executive of the Board may delegate to any officer or employee of the Board any function or power of the Board delegated to the chief executive by the Board.

    (4) Subject to any general or special directions or conditions given or imposed by the Board or the chief executive, as the case may be, the person to whom any function or power is delegated may perform or exercise it in the same manner and with the same effect as if it had been conferred on that person directly by this Act and not by delegation.

    (5) Every person purporting to act pursuant to a delegation under this clause is, in the absence of proof to the contrary, presumed to be acting in accordance with the terms of the delegation.

    (6) A delegation under this clause may be revoked at any time.

    (7) The delegation of a power or function under this clause does not—

    • (a) prevent the Board or the chief executive, as the case may be, exercising the same power or function; or

    • (b) affect the responsibility of the Board for the actions of the person acting under the delegation.

9 Expenditure not otherwise authorised
  • The Board may, in any financial year, expend out of the funds of the Board for purposes not otherwise authorised by this Act or any other enactment any sum or sums not exceeding $5,000 in total.