NZRIA

Constitution

The New Zealand Retail Interior Association Incorporated Objects and Rules

1.0 GENERAL AND DEFINITIONS

The name of the Association is the New Zealand Retail Interior Association Incorporated (NZRIA).

Throughout these Objectives and Rules:

  1. “The Association” shall mean THE NEW ZEALAND RETAIL INTERIORS ASSOCIATION INCORPORATED.
  2. “Member” shall mean an ORDINARY member.
  3. Gender – In these rules, where masculine form of he or him is used, these are also implied to include the feminine gender.
  4. Qualification – is a tertiary qualification acceptable to the NZQA and associated ITO’s.

Experience – means employment within both the building industry generally and retail interior fitouts particularly.

2.0 GUIDING PRINCIPLES

  1. To develop awareness of the NZRIA as a specialist industry amongst members, clients and the general market.
  2. To faciliate networking and relationship building between designers, shopfitters and suppliers.
  3. To celebrate NZRIA Achievements, standards and services.
  4. To develop membership and encourage participation.

3.0 OBJECTIVES

The objectives of the Association are:

  • To facilitate members’ ongoing professional development in the range of skills needed by the industry, and client groups in particular.
  • To promote and facilitate support, networking and fellowship between members locally and nationally.
  • To maintain a register and a directory of members and their qualifications experience and services.
  • To regularly review the associations performance and members needs.
  • To promote member standards of service and value, which are reasonable, fit for the client’s purpose and better than industry average.
  • To actively promote the value of members specialist skills and knowledge applicable to the retail interiors industry.
  • Generally to protect the interests of members and to encourage and promote good relations and understanding between the Members and their suppliers and customers.

4.0 MEMBERSHIP

  1. Ordinary Members
    1. Any person suitably qualified or experienced to work in the Retail Interior industry is eligible for admission as an ordinary member of the association subject to making application and consideration by the Executive Council.
    2. Each year an individual must apply for membership of the association. Individuals must demonstrate by their professional behavior, experience or qualification, an affinity with and involvement in the retail interiors industry. Furthermore, applicants may be required to demonstrate that their behavior and work practices are in accordance with the Association’s mission and objectives and its code of practice.
    3. Where an applicant does not satisfy the association executive that they are suitable for membership, the executive may decline their application or defer consideration of their application until another year. Application for membership is made of the basis that acceptance is at the sole and absolute discretion of the executive.
    4. Where a company or other such body corporate seeks to join the association they must do so by nominating a person who shall represent them. That person then may apply for his Nominator’s admission as an ordinary member as in 4(a)i. Where companies or such organisations are accepted for membership the executive may, at their discretion, impose an additional fee if special circumstances apply. Special circumstances would only apply if the demand on Association resources as a consequence of that membership was higher than the average ordinary members needs.
    5. Application for ORDINARY Membership shall be made to the Executive Council on the form provided by the Association. The Secretary shall place such application before the Executive Council. The decision of the Executive Council as to whether an applicant qualifies for ORDINARY Membership, and if so whether the application shall be granted, shall be final.
  2. Associate Members
    1. Where they consider it to be of mutual benefit the Executive Council may invite persons, firms or corporate bodies (not eligible to become ORDINARY members) to become ASSOCIATE members.
    2. ASSOCIATE members accepting the invitation shall be elected by the Executive Council and shall remain ASSOCIATE members for a period to expire on the 30th June each year. The Executive Council may require the payment of an admission or membership fee set by the Executive Council.

5.0 CESSATION OF MEMBERSHIP

  1. A member may resign in any year at the end of the Association’s financial year provided that at least three month’s notice in writing of his or its intention to resign has been given by the Member to the Secretary.
  2. A member may be expelled from the Association by resolution of the Executive Council in accordance with this rule for any of the following reasons, namely:
    1. If in the case of a member who is an Individual, the member, or, in the case of a member which is a firm, a partner of the firm, becomes bankrupt or makes or agrees to any assignment for the benefit of his creditors or if in the case of a member which is a body corporate if it goes into liquidation for reasons other than that of reconstruction.
    2. If the member fails to pay his or its annual subscription within three months of application being made to him or it by the Secretary for payment being made to him or it by the Secretary for payment of the same.
    3. If the member fails to comply with the Rules of the Association for the time being in force or fails to abide by the decisions properly taken by the Association in general meeting or by the Executive Council.
    4. Is subject to consideration under 6 below.
  3. If at any time the Executive Council shall be of opinion that the interests of the Association so require, they may by letter invite any member to resign from the Association within a time specified in the letter. In default of resignation the question of the expulsion of the member shall be submitted to a Special General Meeting to be held within fourteen (14) days after the date specified in the letter as the date before which the member shall have been invited to resign. The member whose expulsion is sought shall have notice of the meeting and of the grounds on which it is sought to expel the member. At such meeting that member shall be allowed to offer an explanation of the members conduct verbally or in writing and if a majority of the members present shall vote for the members expulsion the member shall thereupon cease to be member of the Association. The voting at any Special General Meeting called for the purpose shall be by ballot if not less than five (5) members present so demand. It shall be in the power of the Executive Council to exclude such member from the premises (if any) occupied by the Association and from the proceedings of the Association and of the Executive Council until such Special General Meeting shall be held.
  4. A member who is expelled shall remain liable to pay to the Association any sums due from such member a the date of expulsion but the Executive Council shall return to such member the proportion of his or it current subscription which shall be calculated by reference to the un-expired period in respect of which such subscription has been paid.
  5. Any member whose membership of the Association ceases shall forfeit all right to and claim upon the Association its property and funds.

6.0 COMPLAINTS AND DISCIPLINE

  1. Subject to sub-clauses (b) and (c), the Executive shall not become a party to, or represent the interests of any member in, any dispute between that member or any customer, supplier or any other member.
  2. Nothing herein shall preclude the Executive from promoting or advancing forum or procedures for dispute resolution for members and parties with whom they deal.
  3. Nothing herein shall preclude a member, in their personal capacity, from giving evidence or acting as an expert witness in any proceeding.
  4. If at any time a question, dispute or difference shall arise between the Executive and a member or members of the Association or between two or more members of the Association that cannot be resolved by the parties meeting together in good faith to resolve the same then any party to the question, dispute or difference may at any time refer the matter for resolution by arbitration in accordance with the Arbitration Act 1996 by a Single Arbitrator to agreed upon by the parties but if the parties cannot agree upon an Arbitrator to carry out the arbitration the arbitration shall be carried out by a person to be appointed by the President for the time being of the New Zealand Law Society. Each party shall pay their own costs of and incidental to such arbitration and each party agrees that such arbitration shall be final and binding on the parties.

7.0 CONFIDENTIAL NATURE OF PROCEEDINGS

Except as may be specifically decided by the Executive Council all acts, resolutions, and proceedings of the (Association) and its committees shall be strictly private and confidential and it shall be a breach of these Rules for any member to permit or cause information or evidence pertaining to the business of the Association or its committees to be divulged or otherwise conveyed to any person or persons other than other such members of the Executive. A breach of this rule by a member shall be considered misconduct by the member and render the member liable to expulsion as provided for in these rules.

8.0 MEETING OF THE ASSOCIATION

  1. An annual general meeting of the Association shall be held no later than six months after the end of the Association’s final year. Such other general meetings shall be convened by the Secretary at the request of the President or two (2) Executive Members or at the request in writing of any three ORDINARY Members of the Association. Not less than fourteen (14) days notice of any meeting specifying the business to be transacted shall be given to all ORDINARY members.
  2. A quorum at a general meeting shall consist of not less than nine ORDINARY Members present in person or by proxy and shall include the President and Vice President or their specific nominees.
  3. If within half an hour from the time appointed for the meeting a quorum is not present the meeting, if convened upon the requisition of the Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time, and if, at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the ORDINARY Members present shall be a quorum.
  4. The accidental omission to give notice of a meeting to, or the non-receipt of the notice of the meeting by any person entitled to receive notice shall not invalidate the proceedings at the meeting.
  5. It shall be the duty of the ORDINARY Members of the Association at its annual general meeting:
    1. To elect the President, the Vice-President and the Executive Council. The term of office shall be for a minimum of two years.
    2. To receive and consider and, if thought fit, approve and adopt the balance sheet and income and expenditure account and Auditor’s Report.
    3. To appoint Auditors.
    4. To receive and consider and, if thought fit, approve and adopt reports on any matter referred to it by the Executive Council.’
    5. To transact any other business.

9.0 VOTING AND RESOLUTION AT ASSOCIATION MEETINGS

  1. A resolution put to the vote at an Association meeting shall be decided on a show of hands unless a poll is, either before or on declaration or the show of hands, demanded by the Chairman or at least three ORDINARY Members. Unless a poll is so demanded a declaration by the Chariman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, an entry to that effect in the Minutes of the meeting shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of, or against, that resolution.
  2. Any ORDINARY Member may appoint a proxy to act for them or it at any general meeting. Any proxy shall nominate a partner, director or senior executive of their firm or body corporate, on a form approved by the Association. This form must be received by the Secretary at least three clear days before the meeting. Votes may be given either personally or by proxy.
  3. On a show of hands each ORDINARY Member present, in person or by proxy, shall have one vote.
  4. On a poll each ORDINARY Member present, in person or by proxy, shall have votes as provided for under Clause 9(c).
  5. A resolution shall be passed by a simple majority of the votes, unless some other majority is required by the Rules.
  6. No ORDINARY Member shall be entitled to vote, either in person or by proxy, unless all monies presently payable by him or it to the Association have been paid.
  7. The Chairman has a casting vote at all meetings.

10.0 MANAGEMENT AND ADMINISTRATION

The affairs of the Association, except those expressly stated by these Rules as being the duty of the Association in general meetings, shall be administered by the Executive Council.

  1. Where it is deemed advisable by the Executive Council, regional bodies may be formed to discuss and decide purely local affairs and make recommendation to the Executive Council on matters that might concern the industry as a whole. The Executive Council may vote a sum of money from the funds of the Association to support any regional bodies.
  2. The Executive Council shall comprise the President, the Immediate Past President and three Committee Members (being “Ordinary” Executive Members) each from the Northern, Central and Southern areas, one of which shall be the Vice President.
  3. The President shall preside at all meetings and be the Chairman of the Executive Council.
  4. The Vice President shall deputise for the President in their absence.
  5. The President and Vice President on election shall subject to Clause 10.0(b) cease to be ORDINARY Members of the Executive Council, but when their appointments as President and Vice-President cease, the President becomes the Immediate Past President and remains a Member of the Executive Council (ex officio). The Vice President and Immediate Past President shall retire but shall be eligible for re-election as Members of the Executive Council.
  6. At each Annual General Meeting half the members of the Executive Council, with the exception of the President, the Vice-President and Immediate Past President, shall retire but shall be eligible for re-election. The retiring members shall be those who have been the longest in office and in the case of an equal length of time of service, the members to retire shall be decided by lot.
  7. Nominations for President, Vice President and members of the Executive Council duly proposed and seconded and with the consent of the Nominee must be received by the Secretary in writing at least 48 hours prior to the Annual General Meeting. In the event that insufficient nominations are received by the Secretary by the time stipulated then nominations may be made from the floor at the Annual General Meeting. Members of the Executive Council shall be elected at the Annual General Meeting.
  8. The Executive Council
    1. May make rules and by-laws for the conduct of its meetings and shall otherwise regulate its meetings, as it thinks fit.
    2. May from time to time appoint any ORDINARY Member to fill any vacancy on the Executive that may arise and may appoint such sub-committees, as it may deem necessary.
    3. May delegate any of its powers to such sub-committees as it may appoint, and such sum-committees shall in the execution of the powers so delegated conform to any regulations that may be imposed on them by the Executive Council and report back to the said Executive Council.
    4. May appoint a Secretary and such other staff as they think fit, not being members of the Association, on such terms and conditions as shall be settled by them.
    5. May authorise payments from the Association’s funds for any purpose which they consider conductive to the objects and rules or generally for the benefit of the staff or Members of the Association.
  9. The Executive Council shall provide a Common Seal for the Association and make regulations for its safe custody and use, provided that the Seal of the Association shall not be affixed to any deed or document except in pursuance of a resolution of the Executive Council of the Association and in the presence of two Members of the Executive Council and the Secretary,

11.0 MEETINGS OF THE EXECUTIVE COUNCIL

Meetings of the Executive Council shall be held at such times and such places, as may be determined by them. Meetings shall be convened at the request of the President, the Vice-President, or any three members of the Council. Unless the Executive Council otherwise determine a quorum at an Executive Council meeting shall be four, excluding the Secretary.

12.0 THE SECRETARY

  1. A Secretary may be appointed by the Executive Council on such terms and conditions, as they think fit.
  2. The Secretary shall advise on all matters arising from the operation and administration of the Association.
  3. The Secretary shall ex officio be a Member of the Executive Council without voting rights and she shall be entitled to attend and speak at meetings of the Association and of the Executive Council as the Executive Council may from time to time determine.
  4. The Secretary shall receive and treat as strictly confidential all personal information relating to any member.. He shall not be required to disclose such personal information, to any Member, any Member of the Executive Council, without written consent of the Member concerned in each case. The Secretary shall be entitled to disclose in a general context non-specific bulk figures and statistics for the benefit of the Executive Council as and when required.

13.0 INDEMNITY

  1. Every Member of the Executive Council or any committee and every trustee and officer or employee of the Association shall be fully indemnified by the Association against all damages, costs and expenses which such person may incur or become liable to pay arising from any action or mission whilst bona fide engaged in the business or interests of the Association or in the discharge of their duties.
  2. The Association may keep in place liability insurance for the purpose of indemnifying members of the Executive Council as described above.

14.0 FINANCE AND FUNDS

  1. The annual subscription payable by ORDINARY Members and any other for each year shall be as determined by the (Executive Council.)
  2. Any member, whose subscription is unpaid three months after subscription accounts have been rendered, is liable to be struck off the register and shall cease to be a member.
  3. Any funds of the Society not immediately required may be invested in such manner, as the Executive Council considers fit.

15.0 ACCOUNTS

Better description “true and fair” or FRP Standards

  1. Proper (books of account) shall be kept by the Secretary with respect to all sums of money received and expended by the Association and the manner and respect of which the receipt and expenditure takes place.
  2. The financial year of the Association shall end on 30 June.
  3. Income and expenditure accounts and balance sheets shall be submitted for audit to a firm of professional accountants appointed by the Association in general meeting.

16.0 NOTICES

Each member shall name an address and/or a facsimile number in New Zealand to which all notices, applications and correspondence shall be sent by ordinary prepaid post or by facsimile to a member or by any other means from time to time decided by the Association in general meeting and all notices, applications and correspondence so sent shall be deemed properly sent.

17.0 ALTERATIONS OF RULES AND REGULATIONS

These rules and regulations may be amended by resolution passed by more than 75 per cent of the votes of those voting in person or by proxy at any general meeting of the Association. Notice of proposed amendments giving the name of the proposer and seconder shall be sent to each Member at least fourteen days including the date of posting before the date of the general meeting at which the resolution is to be proposed.

18.0 DISSOLUTION

  1. VOLUNTARY WINDING UP – If a majority of the ordinary financial members of the Association resolve at any general meeting that the Association should be wound up, and that resolution is confirmed at a later general meeting called for that purpose and held not earlier than 30 days nor more than 60 days after the date on which the resolution so to be confirmed was passed, the Association shall be wound up.
  2. DISPOSITION OF PROPERTY IN EVENT OF WINDING UP – IN the event of a winding up being effected, the Executive Council (or the Registrar – as defined by the Incorporated Societies Act 1908 – in the case of involuntary liquidation) shall, after payment of all costs, debts and liabilities, dispose of all assets by transfer to such organisation as may have been nominated in any winding up resolution properly passed in general meeting, or otherwise to such organisation as shall have objects as near as practicable to the objects of the Association as the Executive Council (or the Registrar as the case may be) may direct.
  3. ASSOCIATE members shall be eligible to be re-invited by the Executive Council and may be elected for further periods.
  4. ASSOCIATE members shall be subject to the Rules of the Association, but shall not be entitled to the benefits offered to ORDINARY members. They shall be entitled to attend meetings of the Association but shall have no right to vote.
  5. Honorary Members
    1. Any ORDINARY member of the Association may submit for the consideration of the Executive Council the name of any person they feel to be suitable qualified for HONORARY membership. The power to grant HONORARY membership to any person is vested in (the Executive Council).
    2. HONORARY membership may be granted to persons who have contributed to the development, well being and success of the industry and whose experience ought to continue to be available in the counsels of the Association.
    3. An HONORARY member shall not be entitled to vote at any of the Association meetings, nor may he hold any office of the Association. HONORARY members shall not be required to pay any admission or membership fee or levy.

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