The custody, management and control of the Showgrounds shall, as from the date of taking by proclamation by the Council, be vested in the Palmerston North Showgrounds Board of Control (hereinafter called the Board) for the purposes set out in the following clause.

Without limiting the rights and powers of the Board as custodians, managers and controllers of the Showgrounds, it is declared that the primary duty and function of the Board is to use, maintain and administer the Showgrounds including the buildings fencing grandstands and other structures or appointments from time to time thereon to the best advantage of the Council and the Society and the citizens of Palmerston North and surrounding districts for recreation and sporting purposes.

3.1 The Board shall consist of not less than 5 persons and not more than 9 persons.

3.2 The Board shall comprise the following:

• (a) Up to 5 members appointed by the Council.

• (b) Up to 2 members appointed by the Society.

3.3 Subject to clauses 3.6 to 5.4 inclusive, each member appointed by the Council or the Society shall serve a term of 3 years commencing on the 1st day of July in the year of appointment and concluding on the 30th day of June at the end of the 3 year period.

3.4 The Board shall have the right to co-opt up to 2 further members so that the total number of members is 9. The term of appointment for any co-opted member shall be for a period not exceeding 3 years, although the Board may remove any co-opted member at any time. Co-opted members are eligible for reappointment in accordance with this clause provided that no reappointment shall be made earlier than 3 months before the end of the current term of any co-opted member. Co-opted members shall not be subject to retirement by way of rotation as provided in clauses 4.1 to 4.6 inclusive.

3.5 The Council, in appointing members to the Board, shall do so in accordance with Council policies and procedures pertaining to the appointment of Council appointees to outside organisations. The Council may change these policies and procedures at any time. The Council shall provide the Board with a copy of these policies and procedures and any changes that may be made to them.

3.6 In the event that the Council or the Society (for the purposes of this clause 3.6 called the Appointor) wishes to remove any member appointed by them as provided in clause 3.2, then the Appointor shall first inform the Board and the member whom the Appointor wishes to remove from the Board of the desire by the Appointor to remove that member from the Board. This advice shall be in writing and shall also include reasons why the Appointor wishes that member to be removed from the Board. The Board shall consider such advice and provide its response to the Appointor within 1 calendar month of receiving notice from the Appointor. The Appointor may then remove the member after considering the Board's response giving 1 month's notice in writing to the member.

3.7 The members comprising the Board as at the end of the day immediately preceding this new Constitution and Powers of the Board coming into force pursuant to section 12(3) of the Palmerston North Showgrounds Act 1974 shall be deemed to have retired at midnight on that day.

4.1 On the 30th day of June of each year commencing in the year 2003, the following members appointed pursuant to clause 3.2 shall retire from the Board:

• (a) In 2003, and every 3 years thereafter, 3 members, being 2 of the members appointed by the Council and 1 of the members appointed by the Society.

• (b) In 2004, and every 3 years thereafter, 2 members, being 1 of the members appointed by the Council and 1 of the members appointed by the Society.

• (c) In 2005, and every 3 years thereafter, 2 members, being 2 of the members appointed by the Council.

4.2 Retiring members shall be eligible for reappointment.

4.3 Any retiring member shall hold office until a replacement person is appointed unless the member otherwise requires. The members to retire each year shall, subject to clause 4.1, be those members who have been in office for the longest unbroken period of time since they were last appointed. If it is necessary to decide between 2 or more members of equal standing in that respect, the same shall be determined by lot at a meeting of the Board held during the 6 month period ending on the 31st day of March of the relevant year.

4.4 Where any member has been appointed to fill a vacancy arising under clause 5.3, their period of unbroken service shall be deemed to include the period or periods of unbroken service of the member or members being replaced under clause 5.3.

4.5 Not later than the 1st day of April of each year, the Board shall advise the Council and the Society of the names of retiring members for that year and whether or not those members wish to be considered for reappointment.

4.6 If at any time the Council or the Society has appointed fewer than the maximum number of members permitted by clause 3.2, the Board may, with the approval of the Council and the Society, vary the number of members required to retire in any year but always with the intent that members shall hold office for a maximum period of 3 years.

5.1 Any vacancy of a member appointed by either the Council or the Society shall, at the option of the Council or the Society, be filled by the Council or the Society appointing another person to fill the vacancy.

5.2 Any vacancy of a member co-opted by the Board shall, at the option of the Board, be filled by the Board appointing another person to fill the vacancy.

5.3 A vacancy shall occur:

• (a) If a member dies.

• (b) If a member resigns.

• (c) If a member refuses to act or is absent without leave for 3 successive Board meetings.

• (d) If a member is removed by the Board as provided in clause 3.4 or by an Appointor as provided in clause 3.6.

5.4 Any member may resign from the Board by giving notice to the Board and their resignation shall take effect from the date of that notice being served on the Chairperson of the Board.

6.1 The Board shall appoint a Chairperson and may appoint a Deputy Chairperson.

6.2 The Chairperson shall be appointed at the Annual Meeting referred to in clause 11 and may be appointed at an ordinary meeting of the Board should there cease to be a Chairperson. The Deputy Chairperson may be appointed at the Annual Meeting or at any ordinary meeting of the Board.

6.3 The Chairperson and Deputy Chairperson shall hold office until the end of the next Annual Meeting held following their appointment or until they resign as Chairperson or Deputy Chairperson or cease to be a member of the Board, whichever happens sooner.

6.4 The Chairperson shall preside at all meetings of the Board at which he or she is present. In the absence of the Chairperson from any meeting, the Deputy Chairperson (if any) shall preside but, if no Deputy Chairperson has been appointed or is absent, the members present shall appoint 1 of their number to preside at that meeting.

The Board shall meet for the dispatch of business as often as it shall deem necessary. The Chairperson shall have the right to convene a meeting at any time. It shall be the duty of the Chairperson to convene a meeting upon receiving a requisition in writing from any 3 members of the Board. If the Chairperson is for any reason not available or fails forthwith upon receipt of such requisition to convene a meeting, then any 3 members may themselves convene a meeting.

Except in the case of what in the opinion of the Chairperson is an emergency meeting, not less than 7 days' notice of any meeting shall be given. Notice of any meeting shall specify the place, day and the hour of the meeting. Notice shall be deemed to have been given to any member if it has been posted, or by facsimile or by Email to the last known address of the member and shall then be deemed to have been received the day after the notice has been posted, or by facsimile or by Email. The accidental omission to give notice to any member or the non receipt by any member of a notice shall not invalidate the meeting to be held.

At any meeting of the Board there shall be a quorum if a majority of the members are present and no business shall be transacted unless a quorum is present. If a meeting is short of a quorum at its commencement, or falls short of a quorum, and if no quorum is present within 15 minutes, the meeting shall lapse.

10.1 All questions before the Board shall, wherever possible, be decided by consensus. Where a consensus decision is unable to be reached on a matter it shall, unless otherwise specified in this document, be put as a motion to be decided by a majority of votes. Each Board member including the Chairperson shall have 1 vote. If the voting is tied, the Chairperson shall have a second or casting vote.

10.2 All questions decided by voting shall be on the basis of voices or, if decided by the Chairperson or requested by any member, on a show of hands. All voting shall be open.

The Board shall hold an Annual Meeting which may be combined with an ordinary meeting at which shall be approved:

• (a) The audited accounts of the Board.

• (b) The annual plan for the forthcoming year including a budget of income and expenditure and a statement of assets and liabilities.

• (c) A report from the Chairperson or nominee of that Chairperson dealing with the affairs of the Board for the previous year.

• (d) The appointment of a Chairperson for the forthcoming year.

• (e) The appointment of a Deputy Chairperson, if thought appropriate, for the forthcoming year.

• (f) The appointment of an Auditor for the forthcoming year.

  The Annual Meeting shall be held prior to the 30th day of September in each year. Notwithstanding anything else contained herein, at least 14 days' notice of an Annual Meeting shall be given to the members.

A minute book shall be provided and kept by the Board. Minutes of all proceedings of the Board and any committee thereof shall be entered in the minute book. Any such minute, if purporting to be signed by the Chairperson of the meeting at which the proceedings were had or by the Chairperson at the next succeeding meeting, shall be evidence of the proceedings. Where minutes have been made, in accordance with the provisions of this clause, of the proceedings of any meeting of the Board then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened and all proceedings had in accordance with this Constitution.

13.1 The Board shall keep true and fair accounts of all money received and expended for each financial year with the balance date to the 30th day of June in each year.

13.2 The Board shall, as soon as practicable after the end of every financial year of the Board, cause the accounts of the Board for the financial year to be audited by a chartered accountant in public practice. Copies of the audited accounts shall be provided to the Council and the Society by the 31st day of August in each year and shall be available for the Annual Meeting of the Board.

13.3 All moneys received by the Board shall be paid to a bank account of the Board. All cheques or payments to be drawn upon a bank account of the Board shall be signed by at least 2 members approved by the Board for that purpose.

The Board shall have a common seal which shall be used only as directed by the Board. It shall be affixed to documents only in the presence of and accompanied by the signature of 2 Board members with the prior approval of the Board.

The Board shall have all powers necessary for carrying into effect the purposes and objects of the Board hereinbefore set out and in particular, but without limiting its said powers, it shall have the following powers:

• (a) To do all such things as may be reasonably necessary for the maintenance and upkeep of the Showgrounds.

• (b) To open and operate 1 or more banking accounts, with power to borrow on overdraft.

• (c) To purchase and from time to time to sell or exchange such plant and equipment as may be reasonably necessary in connection with the maintenance and upkeep of the Showgrounds or the management of the affairs of the Board.

• (d) To employ all such persons as may be reasonably necessary for the proper and efficient carrying out of the custody control and management of the Showgrounds.

• (e) From time to time to close the whole or any part of the lands comprised in the Showgrounds for the purpose of permitting the proper maintenance thereof or in order to enable any improvements thereto to be effected.

• (f) To enter into any contract or arrangement not inconsistent with the purposes and objects of the Board hereinbefore set out for the use of the lands comprised in the Showgrounds or any part thereof, by any person, body or organisation, and to make charge for such use.

• (g) To accept gifts of any property to be held by the Board upon trust for the purposes of the Board or any of them.

• (h) To invest any Board moneys not immediately required, in any investment for the time being authorised by law as a trustee investment and to vary such investments or convert the same into money.

• (i) To make any alterations or additions to any improvements from time to time on the Showgrounds, to erect additional buildings, grandstands or seating accommodation and generally to effect any such improvement to the Showgrounds as may from time to time be considered expedient by the Board. However, in relation to any works which are to be paid for utilising funding provided to the Board by the Council or any works which the Council determines to be major works, then the carrying out of such works shall be subject to the Board first obtaining from the Council written consent and such works shall be carried out in accordance with the Council's requirements.

• (j) To delegate to the Manawatu and West Coast Agricultural and Pastoral Association (Incorporated) or any other organisation it thinks fit, the exclusive use and management of the Showgrounds for any period or periods with the right to exclude any persons therefrom and the right to collection of revenue therefrom whether by way of entrance fees, licence fees or admission prices or otherwise on terms as to payment of an agreed percentage of receipts and inspection of accounts or as fixed in each case.

• (k) To sell and provide liquor in conjunction with approved user activities pursuant to the Sale of Liquor Act 1989 or any statutory modifications or re-enactment thereof for the time being in force.

• (l) To pay to members of the Board a reasonable remuneration by way of a meeting allowance and/or salary and to reimburse members of the Board for their reasonable costs and expenses.

16.1 The Board may from time to time appoint any committee and may delegate in writing any of its powers and duties to any such committee or to any person, and the committee or person, as the case may be, may without confirmation by the Board exercise or perform the delegated powers or duties in like manner and with the same effect as the Board could itself have exercised or performed them.

16.2 Any committee or person to whom the Board has delegated powers or duties shall be bound by the terms of this Constitution.

16.3 Every such delegation shall be revocable at will, and no such delegation shall prevent the exercise of any power or the performance of any duty by the Board.

16.4 It shall not be necessary that any person who is appointed to be a member of any such committee, or to whom any such delegation is made, be a member of the Board.

All questions, disputes and differences which may from time to time arise between the Board, the Council, the Society or any 2 of them concerning the meaning or construction of any part of the Empowering Act, the Deed of Agreement and this Schedule or any variations or additions made to the Empowering Act, the Deed of Agreement and this Schedule from time to time or concerning the rights or obligations of any person or organisation pursuant to the Empowering Act, the Deed of Agreement and this Schedule shall be negotiated in good faith by the parties to resolve the dispute. If the dispute is not resolved within 6 weeks of the date on which the parties begin their negotiations, the parties shall submit the matter to the arbitration of an independent arbitrator appointed jointly by the parties in dispute, or if one cannot be agreed upon within 14 days, to an independent arbitrator appointed by the President for the time being of the Manawatu District Law Society. Such arbitration shall be deemed to be a reference to arbitration in accordance with the Arbitration Act 1996 and any amendments to or any enactment passed in substitution for that Act.