The Milk Marketing Board (Residuary Functions) Regulations 1994

PART II CONSTITUTION AND MEMBERSHIP OF THE BOARD

Restructuring of the Board’s functions

4.—(1) The Board shall immediately after the transfer under section 11 of the Act continue to exist until dissolved by order made under section 14(5) of the Act as a body corporate, with a common seal, called the Milk Marketing Board but with their functions confined to–

(a) managing or otherwise dealing with the assets which are for the time being vested in them,

(b) discharging such other functions as are specified in Part V of these Regulations in relation to the assets and liabilities which are for the time being vested in them,

(c) carrying on other activities which they are obliged or empowered by these Regulations or other requirements of law to carry on, and

(d) undertaking any functions ancillary or incidental to the functions mentioned above,

in such a manner and with such expedition as, as well as having regard to the interests of registered producers and the desirability referred to in paragraph (2) below, they consider is best calculated to secure that the winding up purpose is achieved.

(2) In determining how to dispose of the national milk records undertaking the Board shall have regard to the desirability of such undertaking being maintained as a recording service available to all producers.

(3) The Board shall not be regarded as acting on behalf of, and their property shall not be regarded as property of, or held on behalf of, the Crown and neither the Board nor their members nor the members of their staff shall be regarded as Crown servants.

(4) In this regulation–

“the national milk records undertaking” means such assets and liabilities as the Board have retained for the purposes of their commerical activities relating to collecting milk samples and data relating to milch cows, testing milk samples and providing a service in the supply of resulting data and collecting, processing and publishing dairy management information, and for the purpose of paragraph (2) above disposal of the national milk records undertaking shall be taken to include discharging any liability falling within it as well as realising the value or otherwise disposing of any asset falling within it;

“the winding up purpose” means the purpose that–

(a)

the Board’s assets shall be got in and their value shall be realised so far as is required by the approved scheme;

(b)

where realisation of the value of any asset of the Board is not so required, it shall be–

(i)

realised for value,

(ii)

disposed of by means other than realisation for value, or

(iii)

applied towards discharging the Board’s liabilities and other functions under these Regulations;

(c)

the proceeds of assets the value of which is realised shall be applied in or towards discharging the Board’s liabilities and other functions under these Regulations;

(d)

while any particular asset of the Board remains unrealised, it shall be held and managed in a manner which is consistent with sub–paragraphs (a) and (b) above; and

(e)

the liablities of the Board so far as not discharged in pursuance of sub– paragraphs (b) and (c) above shall be otherwise discharged.

Members of the Board

5.—(1) The Board shall consist of not more than seven members whom the Minister shall appoint.

(2) The Minister shall designate one of the members appointed under this regulation as chairman of the Board.

(3) In appointing a person to be a member of the Board, the Minister shall have regard to the desirability of appointing–

(a) persons who have experience of, and have shown capacity in, some matter relevant to the Board’s functions, and

(b) (without prejudice to sub–paragraph (a) above) not more than three persons who are producers.

(4) Subject to the following provisions of this regulation, a member of the Board shall hold and vacate office in accordance with the terms of his appointment specified in the instrument by which the Minister appoints him, which shall include a condition that the member shall comply with the provisions of these Regulations binding on him and ensure in combination with the other members that the Board complies with the provisions of these Regulations binding on them.

(5) Any appointment of a person as a Board member shall be for a term not exceeding two years, but a person who ceases to be such a member at the end of the term shall be eligible for re–appointment.

(6) A member of the Board may by notice to the Minister resign his office with effect from such time as is specified in the notice.

(7) If the Minister is satisfied in relation to a member of the Board–

(a) that that member has been absent without the written permission of the chairman of the Board from two consecutive meetings of the Board, or

(b) that that member has been adjuged bankrupt, that his estate has been sequestrated or that he has made a composition or arrangement with, or granted a trust deed for, his creditors, or

(c) that that member is unable or unfit to discharge the functions of a member, or

(d) that that member has not complied with the terms of his appointment,

the Minister may by notice to him remove him from office with effect from such time as is specified in the notice.

(8) The chairman of the Board may by notice delivered to the secretary of the Board appoint another person as his deputy (in this regulation referred to as “vice–chairman”) and paragraphs (9) to (13) below, as well as regulation 10(2) and those preserved provisions of the old marketing scheme which relate to the powers of a vice–chairman, shall apply to such appointment, to the revocation of such appointment and to the powers and responsibility of a vice–chairman.

(9) A person may not be appointed as a vice–chairman unless he is a member of the Board.

(10) The appointment of a vice–chairman ceases to have effect in either of the following circumstances–

(a) where the chairman of the Board by notice delivered to the secretary of the Board revokes the appointment of the vice–chairman, or

(b) where the person who appointed him has ceased to be a member under the provisions of this regulation or has ceased to be appointed to the office of chairman of the Board.

(11) A vice–chairman shall be entitled (in so far as he would not otherwise be so entitled) to receive notice of all meetings of any committees of the Board of which the chairman of the Board is a member and in the absence of the chairman of the Board to attend such meetings.

(12) When a vice–chairman attends any meeting of a committee of the Board pursuant to paragraph (11) above or any meeting of the Board from which the chairman of the Board is absent, the vice–chairman shall be entitled–

(a) to exercise all the powers, rights, duties and authorities of the chairman of the Board, and

(b) to have a separate vote for the chairman of the Board,

although he shall count as only one for the purpose of determining whether a quorum is present.

(13) A person acting as vice–chairman shall–

(a) alone be responsible to the Board for his own acts and defaults, and

(b) not be deemed to be the agent of the chairman of the Board.

Official address of the Board

6.  Paragraph 6(2) of the old marketing scheme is preserved and shall have effect as set out in Schedule 3.

General powers and staff

7.—(1) Paragraph 7 of the old marketing scheme is preserved, subject to modifications, and shall have effect as set out in Schedule 3.

(2) The Board may by power of attorney or otherwise–

(a) appoint a person to be the agent of the Board, and

(b) delegate to that person any of their functions,

for such purposes, for such time and on such terms and conditions (including as to remuneration) as they think fit and may at any time revoke or alter such terms and conditions.

(3) The Board may–

(a) pay such remuneration, pensions, allowances or gratuities to or in respect of any persons who have been or are their officers or employees as they may determine;

(b) make such payments as they may so determine towards provision for the payment of remuneration, pensions, allowances or gratuities to or in respect of such persons; and

(c) provide and maintain, or participate in, such schemes as they may so determine (whether contributory or not) for the payment of remuneration, pensions, allowances or gratuities to or in respect of such persons.

(4) Any reference in paragraph (3) above to remuneration, pensions, allowances or gratuities to or in respect of such persons as are mentioned in that paragraph includes a reference to remuneration, pensions, allowances or gratuities by way of compensation to or in respect of any of the Board’s officers or employees who suffer loss of office or employment or loss or diminuition of emoluments.

(5) If any person–

(a) on ceasing to hold any office or employment with the Board, becomes or continues to be one of their members, and

(b) was, by reference to his office or employment with the Board, a participant in a pension scheme maintained by the Board for the benefit of any of their officers or employees,

the Board may make provision for him to continue to participate in that scheme, on such terms and conditions as they may determine, as if his service as a member were service as an officer or employee of the Board; and any such provision shall be without prejudice to regulation 8 below.

Remuneration, allowances etc of members of the Board

8.—(1) Paragraph 8 of the old marketing scheme is preserved, subject to modifications, and shall have effect as set out in Schedule 3.

(2) The Board shall pay to the members of the Board such remuneration as may be determined–

(a) as respects the period commencing on Vesting Day and ending on a relevant date, by the Minister, and

(b) as respects any period thereafter (which shall also end on a relevant date), in accordance with the procedure specified in paragraph 78A of the old marketing scheme as inserted by these Regulations.

(3) Subject to paragraph (2) above, the Board may–

(a) pay such allowances or gratuities as they may determine to or in respect of any persons who have been or are their members;

(b) make such payments as they may determine towards provision for payment of remuneration, allowances or gratuities to or in respect of any such persons; and

(c) provide and maintain, or participate in, such schemes as they may so determine (whether contributory or not) for the payment of remuneration, allowances or gratuities to or in respect of such persons.

(4) If, when a person ceases to be a member of the Board, the Board determine that there are special circumstances which make it appropriate that any member should receive compensation, the Board shall pay to him as compensation such amount, not exceeding a sum equal to the annual remuneration which that member last received, as they may determine.

(5) Any compensation determined under paragraph (4) above shall be treated (as to disclosure) in the Board’s annual accounts in the same manner as the Board members' remuneration is so treated.

(6) In this regulation “relevant date” means any day after 31st December 1995 on which a different remuneration for the members of the Board is determined in accordance with the procedure specified in paragraph 78A of the old marketing scheme as inserted by these Regulations.

Committees

9.  Paragraph 20 of the old marketing scheme is preserved, subject to modifications, and shall have effect as set out in Schedule 3.

Proceedings of the Board

10.—(1) Subject to the provisions of these Regulations the Board may determine their own quorum and procedure and the quorum and procedure of any committee appointed by them.

(2) In the case of an equality of votes at any meeting of the Board or of any committee appointed by them the person who is the chairman of that meeting (who shall be the chairman of the Board if present, or, in his absence, the vice–chairman unless absent) shall have a second or casting vote.

(3) In the absence of the chairman and vice–chairman of the Board, the chairman of any meeting of any committee appointed by the Board shall be a member of that committee so designated by the chairman of the Board.

(4) Paragraph 25 of the old marketing scheme is preserved, subject to modifications, and shall have effect as set out in Schedule 3.

Minutes

11.  Paragraphs 26 and 27 of the old marketing scheme are preserved and shall have effect as set out in Schedule 3.

The seal

12.  Paragraph 28 of the old marketing scheme is preserved, subject to modifications, and shall have effect as set out in Schedule 3.

Contracts

13.—(1) Paragraph 29 of the old marketing scheme is preserved and shall have effect as set out in Schedule 3.

(2) Paragraph 30 of the old marketing scheme is preserved, subject to modifications, and shall have effect as set out in Schedule 3.