Rules of

THE MUNSTER DAIRY PRODUCER ORGANISATION  

A recognised Producer Organisation under SI No. 396 of 2023.

Interpretation

1.

1. A word or expression used in these Rules and is also used in Regulation (EU) No. 1308/2013 of the European Parliament and of the Council, as amended, and or S.I. No. 396/2023 – European Union (Agricultural Producer Organisations) shall have the same meaning in these Rules as it has in the said Council Regulation and or Statutory Instrument.

In particular the following terms: -

"active supplier" means a farmer who has supplied milk to a purchaser in the preceding year.

"purchaser" means a person who purchases milk from active suppliers.

Name, Formation and Legal Status

• The name of the producer organisation shall be "The Munster Dairy Producer Organisation" (hereinafter referred to as "MDPO").
• MDPO was formed on the initiative of dairy farmers in Munster acting jointly as MDPO's first members and is constituted and regulated in accordance with these Rules, Regulation (EU) No 1308/2013 of The European Parliament and of The Council, as amended, andS.I. No. 396/2023.
• MDPO is a defined and constituent part of Munster Dairy Producer Organisation Limited (hereinafter referred to as "MDPO Ltd") a private company limited by shares, with a Registration OfficeatAgribusiness Consultants, 28 Beechwood Castletroy, Limerick.

· These Rules (herein after referred to as "the Rules") were adopted by the Board of MDPO Ltd on [XXXX XXX].

Objectives

• The core mission and objective of MDPO is to collectively strengthen the position of its dairy farmer members in negotiating and agreeing contracts, including price, for the supply of milk and other farm produce, and for the purchase of farm inputs and services.

In addition, the following are the specific objectives of MDPO:-

• ensuring that production is planned and adjusted to demand, particularly in terms of quality and quantity;
• concentration of supply and the placing on the market of the products produced by its members, including through direct marketing;
• providing for reduced farm production costs by promoting and or operating group purchasing arrangements, including the establishment and operation of a Purchasers Group or Purchasers Groups for members for any or all farm inputs, as the MDPO Council may decide from time to time;
• optimising production costs and returns on investments in response to environmental and animal welfare standards, and stabilising producer prices;
• carrying out research and developing initiatives on sustainable production methods, innovative practices, economic competitiveness and market developments;
• promoting, and providing technical assistance for, the use of environmentally sound production practices and techniques, and sound animal husbandry and animal welfare practices and techniques;
• promoting, and providing technical assistance for, the use of production standards, improving product quality and developing products with a protected designation of origin, with a protected geographical indication or covered by a national quality label and/or covered by an independent quality label.
• the management of by-products and of waste in particular to protect the quality of water, soil and landscape and preserving and encouraging biodiversity;
• contributing to a sustainable use of natural resources and to climate change mitigation;
• initiatives in the area of promotion and marketing.
• the marketing of other livestock and undertaking all associated activities and functions on behalf of members and other farmers.

Membership

• In order to be a member of MDPO (hereinafter referred to as "member") a person must:-
• be an active dairy farmer,
• have completed and signed a membership application form for membership of MDPO,
• and has fully paid up the membership fee.
• The decision to admit a person as a member shall be at the sole discretion of the Council in accordance with objective criteria established by the Council and as set out in the Rules.

• Membership shall be for a minimum period of one year from the date of approval of the application for membership.

• A member shall not be a member of any other milk producer organisation unless that member is so exempted by the Minister under the provisions of S.I. No. 396 of 2023.

• Members shall have equal voting rights.

• It shall be a contractual obligation for each member to pay such membership fees as shall be set by the Council at the date of joining and at the date of annual renewal.

• The schedule of current fees shall be made available to members and applicant members by the Secretary, at the time of renewal or on request.

• Following the initial period of membership of one year, membership shall be deemed to be automatically renewed on an annual basis unless the Council decides not to renew membership of an individual member due to a finding of misconduct and or infringement of the Rules against such member following due process or for other stated objective reasons and the Council provides at least six months' notice of such a decision to the member concerned.

Establishment and membership the MDPO Council

• A Council known as the MDPO Council (The Council) is established by these Rules.

• MDPO members shall elect nine of its members as members of the Council.

• To provide for continuity, one-third of the Council shall be deemed to have resigned each year. The duration of office of the first elected Council shall be such as to give effect to this requirement.

• A person having served on the Council is eligible to be re-elected, if otherwise eligible.

Chairperson of the Council of MDPO.

• The Chairperson of the Council, who shall be ex-officio Chairperson of the Board of MDPO Ltd (hereinafter referred to as the "Chairperson"), shall be elected by the Elected Members of Council at an annual general meeting of the MDPO Council, or at a special meeting of the MDPO Council, for a period of two years. In order to be eligible to be elected as chairperson, other than the first elected Chairperson and/or Interim Chairperson, a member must have served at least one year on the Council.

• The election for the first elected Chairperson shall take place not earlier than 12 months and not later than 18 months from the date of the establishment of the Interim Council.
• An outgoing Chairperson or a member who has previously served as chairperson shall be eligible to be re-elected as chairperson.
• Council Members shall elect a Deputy Chairperson from among themselves.

MDPO Secretary

· Council Members shall appoint a person from among its own members as Secretary of the Council, who shall be ex-officio Secretary of MDPO Ltd.

Membership of the Board of Directors of MDPO Ltd

• The membership of the Board of Directors of MDPO Ltd (the Board) shall include, ex-officio, the MDPO Chairperson and MDPO Secretary. In addition,The Council shall appoint three of its members to be members of the Board.

Functions and Powers of the Council

• The business and operations of MDPO shall be managed, controlled and directed by the Council which may exercise all such powers that are in the opinion of the Council necessary, prudent and or desirable and subject always to the provisions of these Rules, the governing EU Regulations and Statutory Instruments.
• The Council shall from time to time set its own procedures subject always to the established principles of good governance and the Rules.

Interim Council and Interim Chairperson and Interim Secretary

• Pending the election of members of the first Council as provided for under Rule 16, an Interim Council (the Interim Council) shall be established by the Board to carry out the functions of MDPO in accordance with these Rules.
• The Interim Council shall elect an Interim Council Chairperson who shall be ex-officio Interim Chairperson of MDPO.
• The Interim Council shall elect an Interim Council Secretary who shall be ex-officio Interim Secretary of MDPO.
• The Interim Council shall have the same powers and functions as the Council.
• The Interim Chairperson and Interim Secretary shall have the same powers and functions as the Chairperson and Secretary respectively.
• The members of the Interim Council shall be members of the Board at the time of adoption of the Rules and a maximum of four other persons as may be co-opted by the Board. A person so co-opted may be a non-member of MDPO.
• The Interim Council shall be replaced by the first Council not later than 18 months following the establishment of the Interim Council.
• The Interim Chairperson and Interim Secretary shall be replaced by the first elected Chairperson and Secretary not later than 18 months following the establishment of the Interim Council.

Rights and Obligations of Members

• The provision of these Rules and any by-laws or procedures adopted by the Council shall form the basis of the rights and obligations, relationship between a member or members and MDPO and between a member or members and MDPO body of members.

Procedures for Negotiating with Purchasers.

• In order to provide for negotiation and agreeing legally binding contracts including but not limited to price, the Council shall establish procedures for these purposes. These procedures shall provide that the negotiating team shall consist of MDPO members and such advisers, including MDPO members and non-MDPO members, as the Council may decide on a proposal of the MDPO Chairperson.
• The negotiating team shall have powers to conclude a draft agreement with a purchaser or other entity which shall be subject to approval by the Council, where the negotiating team does not consist of the full Council membership.
• The Council shall refer any draft agreement with a purchaser or other entity to a meeting notice of which is duly given to all members likely to be directly involved and or affected by the terms of the draft agreement for approval.
• An agreement with a purchaser or other entity which is ratified by a meeting referred to on Rule 38 shall give rise to legally binding contracts between individual MDPO members concerned and the purchaser or other entity.

Communications and Reporting to Members

• To ensure that members have continuous access to necessary information and data on a real-time basis, MDPO may establish, or provide for the establishment of, a secure members-only website and or other means of electronic communications.
• The Council shall prepare an annual report which shall be made available for each member in advance of the annual general meeting. In addition, the Council shall report to the members on a regular basis, but at least every six months on the activities of MDPO. Such reporting shall be by way of direct communication with individual members by electronic communications or by post or by notified meetings.

Misconduct and Infringement of The Rules - Complaints Procedures, Appeals and Sanctions

• If a complaint is made in writing to the Council or the Council has reason to believe that a MDPO member has acted or has failed to act in a way or has engaged in conduct detrimental to the interest of MDPO , the Council shall carry out or provide for the carrying out of a complaints procedure which may include an investigation, disciplinary hearing, an appeals procedure and the imposition of sanctions.
• The Council shall, as soon as practicable formulate protocols for the implementation of disciplinary procedures which shall be applicable and binding on all members. Such protocols shall be based on the principles of natural justice and the protection of the constitutional rights of all individual members and shall have regard in particular to the provisions of these Rules.
• In particular, but not limited to, the following shall be deemed to be conduct detrimental to the interest of MDPO,misconduct and infringement of the Rules:-
• Fundamental or consistent breaches of the Rules of MDPO
• Failure to honour contractual obligations under MDPO negotiated agreements.
• Conduct tending to bring MDPO into disrepute as objectively considered by the Council.
• Conduct or behaviour that could reasonably be held to compromise the ability of MDPO to carry out its objectives and business.
• If an adverse finding is found against a member at the end of a complaint's procedure, the Council may apply a sanction or sanctions against that member which may consist of one or more of the following: a reprimand, a warning, appropriate restriction of membership rights, suspension of membership, or expulsion from membership of MDPO.
• The standard of proof required to ground an adverse finding shall be the civil burden of proof.
• For the duration of any disciplinary procedure the rights and obligations of a member shall continue to apply.
• In the case of expulsion from membership of MDPO, the Council shall set a date on which such expulsion takes place, however the Council at its absolute discretion may delay the full withdrawal of rights and obligations of such member for a period not exceeding one year.

Dispute resolution

• The parties to a dispute involving MDPO and a member or a dispute between members pertaining to the business and operation of MDPO shall, unless such dispute is amicably resolved, engage in a bona fide fashion with mediation conducted under the provisions of Mediation Act 2017 by an agreed accredited mediator. If the matter is not resolved by mediation and a party or parties wish to pursue resolution of the dispute, the matter shall be referred to arbitration pursuant to the Arbitration Act 2010 (as amended). The parties to the dispute shall be liable for costs as agreed or as may be awarded by an Arbitrator.

Cessation of Membership

• A member may cease to be a member by providing written notice to the Secretary 9 months prior to the date of the intended cessation, other than in a case of force majeure.
• For the duration of such notice period, the rights and obligations of a member shall continue to apply.

Notice and conduct of meetings.

• Members shall receive at least seven days prior notice of every general meeting, annual general meeting or special general meeting. Such notice may be given by way of an electronic communication and/or by post. The notice shall include the purpose and agenda for the meeting.
• In exceptional circumstances shorter notice may be given for a meeting and the reason for such short notice to be outlined in the notice.
• The Chairperson or the Deputy Chairperson shall chair all meetings of the Council and or members. If neither the Chairperson nor Deputy Chairperson is available at a meeting, the members present shall elect a chairperson to chair that meeting.
• Every resolution, other than a special resolution, or decision shall be decided by a simple majority of members present and voting.
• No special resolution may be placed on the agenda for any meeting unless approved beforehand by Council by way of a simple majority.
• The adoption of a special resolution shall require a majority of at least two-thirds of the members present and voting in favour of such a resolution.
• The quorum for a general meeting or for an annual general meeting of members shall be at least one-sixth of the then current membership of MDPO or 20 members whichever is the lesser. The quorum for a special meeting of members shall be at least one-quarter of the then current membership of MDPO or 30 members whichever is the lesser.
• The Council shall make provisions for the recording and production of draft minutes of every meeting of members and such draft minutes shall be circulated for approval. Minutes are considered approved subject to comments received from members within 28 days of circulation.

Affiliation, Co-Operation with Other Bodies and Entities

• MDPO may with the approval of the Council, affiliate, co-operate or engage with any other body or bodies and entities in pursuit of its objectives and the promotion of the interests of its members provided that such activity does not adversely affect the independence and autonomy of MDPO to conduct and pursue its own core business objectives. The details of any such affiliation, co-operation or engagement with other bodies and/or entities shall be formalised by a Memorandum of Understanding.

Alteration of the Rules of MDPO

• The Rules may only be altered, amended, or rescinded by the adoption of a special resolution at a special general meeting of members as provided for in Rule 57. However, in the period before the coming into effect of the first Council, the Rules may be altered or amended on the adoption of a resolution by two-thirds of the members of the Interim Council.

Winding up of MDPO

• The members may by special resolution, as prescribed by these Rules, resolve to wind up MDPO in an orderly fashion so that there are no outstanding legal obligations due to or by MDPO, or such legal obligations, where possible, are assigned by agreement to another approved producer organisation.

Ciaran Dolan BL

Agribusiness Consultants

14 December 2023