The New Zealand Master Pool Builders Inc.
Constitution & Rules
Updated January 2017
The name of this incorporated Guild is The New Zealand Master Pool Builders Incorporated ("The Guild")
- OBJECTS:
The objects of the Guild shall be:
- To promote the members of the Guild's wider commercial interests of by way of providing and managing an internet information web page for the benefit of the Public and Membership, provide on-line educational and training courses leading to Diploma awards and Pool Builder Certification, manage biennial swimming pool photographic competitions and produce on-line entrant exhibitions or any other concerted on-line activities and to undertake and co-ordinate promotion of swimming pools. To advertise the existence of the Guild and swimming pool industry by such Print Media means as the Guild may from time to time resolved in such ways as in the opinion of the Guild will enhance the profile of the New Zealand swimming pool construction industry or various other means which will otherwise be conducive to these objects severally;
- To provide a Forum for discussion and debate by and between Members relative to all aspects of the swimming pool construction industry and to facilitate co-operation and mutual respect among members;
- To provide Dispute Assessment & Resolution mediation and clarification, assistance and guidance relating to the construction of swimming pools between Members and their Customers.
- To foster and promote the good reputation of Members of the Guild and to that intent to set and monitor Ethical Standards and benchmarks for good practice in all areas of swimming pool construction and commercial dealings;
- To enter into arrangements and agreements with Government or governmental organisations or any local authority providers of utility services relative to the construction, installation and maintenance of swimming pools;
- To raise money by way of levies on members in order to further any or all of the objects and to spend such part of the levies as a quorum of the Executive Committee at a properly convened Executive Committee Meeting shall in their opinion think fit on any activities undertaken to further the Guild's objectives and Public obligations.
- Generally to do all things which may in the opinion of the Guild assist in the promotion of all or any of the above described objects.
- Only individual persons may be Members of the Guild (i.e. 'Corporate' membership only permitted for Trade Suppliers) in the manner and style of a Trade Guild.
As indicated in MEMBERSHIP TYPES, not all Membership categories have Voting Rights as indicated by 'NVR' for No Voting Rights or FPM for Full Privilege Member. FPM are invited to attend Social events at no extra cost. NVR will be allowed to pay for their meals if they attend Social Events following the General or Annual General Meeting.
All appointed Executive Committee Members have full voting rights and are deemed 'FPM' regardless of their Membership Type and may or may not be Financial Members of the Guild. i.e. HONORARY MEMBERS
- Any sole trader, business owner or member/employee of a firm or director or employee of a company or any individual person being, or planning to become engaged, in the swimming pool industry anywhere in New Zealand may become a member of the Guild in any of the following Membership Classes:
MEMBERSHIP CLASSES: There are two main classes of Membership: BUILDER and ASSOCIATE
BUILDER MEMBERS:
- MASTER BUILDER MEMBER: A Builder Member with more than 5 yrs. experience who has achieved the Pool Tech Diploma and met the stringent requirements of the Builders Licensing Committee as a knowledgeable, fit and proper person in his field of expertise befitting this qualification.
- Licensed Builder Member GOLD CARD
- Builder Members granted the Certified Builder's License will be issued a GOLD
CARD
"The Guild shall appoint a Select Committee of three Builder members from the General Committee to oversee the final stage of issuing a Certified Builder's License.
- By conducting a meeting with the applicant to assess his knowledge in accordance with the Dept. of Business Innovation & Employment's "Licensed Building
Practitioner" and our proposed License Class: Residential Swimming Pool Construction Personal Interview & Oral Examination."
- Providing all aspects of the interviewees are satisfactory, a Certified Builder's License will be issued to the applicant with a future expiry date of ten years from the date of issuance
- The License number shall display the Members ID number plus the date of issue i.e. #123/2020
- At the expiry of the Specified Term, the applicant may re-apply for a further renewal term not unreasonably withheld.
FPM: Voting Rights are included in the membership category
(b) BUILDER MEMBER: A Pool Builder or Installer with more than 5 yrs. as the Responsible Person or owner/operator of a swimming pool company or enterprise functioning in the business of building, planning or overseeing the planning and construction or installation of residential or commercial swimming pools. FPM Voting Rights are included in the membership category
ASSOCIATE MEMBERS:
- ASSOCIATE MEMBER POOL BUILDER: A Pool Builder or Installer with less than 5 yrs. as the Responsible Person or owner/operator of a swimming pool company or enterprise functioning in the business of building, planning or overseeing the planning and installation of residential or commercial swimming pools. An Associate Member Builder can apply for full BUILDER MEMBER category after 5 yrs. in the swimming pool industry as the Responsible Person and meeting the Customer Referee requirement. FPM Voting Rights are included in the membership category
- ASSOCIATE MEMBER FIBREGLASS INSTALLER: More than 5 yrs. as the Responsible
Person operating a business either installing, or supervising the installation of, in-ground COMPOSITE OR FIBREGLASS swimming pools. FPM Voting Rights are included in the membership category
- ASSOCIATE MEMBER TRADE SUPPLIER: The Owner, Manager or the Responsible Person of a business that supplies swimming pool components and/or equipment to the trade or swimming pool industry customer base, who may either attend meetings or delegate a staff member to attend on behalf. FPM Proxy Voting Rights are included in the membership category
- ASSOCIATE MEMBER POOL SHOP: An owner or supervisor of a POOL SHOP supplying pool associated products to the public. NVR No Voting Rights are included in the membership category
- ASSOCIATE MEMBER POOL SERVICEMEN. Any individual person providing services to the Trade and Public in the servicing, maintenance and repair/replacement of swimming pool components. NVR No Voting Rights are included in this membership category.
- ASSOCIATE MEMBER INDUSTRY STAFF Pool shop workers, staff, and/or other non-ownership people involved in, or intending to become involved in the swimming pool industry and wishing to take advantage of the NZMPB Inc's DIPLOMA training courses. NVR No Voting Rights are included in the membership category
- HONORARY LIFE Members shall comprise current or past members of the swimming pool industry proposed, and as determine by the Executive Committee to have served the Guild or the swimming pool industry in a manner worthy of honour by their peers. Honorary Membership shall be ratified by a majority of qualified Members at a properly constituted general meeting. Honorary Life Members shall have full voting rights and shall be members ex officio of the Executive of the Guild. Such members shall not pay any membership fees. FPM Voting Rights are included in the membership category
Membership categories may be added to or altered from time to time by the Guild.
All financial MEMBERS with Voting Rights are together described as "full privilege members".
- Admission of members: All persons or business entities seeking to become members of the Guild shall complete the appropriate application form and when approved, pay the appropriate fees.
- Every application for membership must be proposed and seconded by a Full Privilege member. Prospective members must nominate suitable referees and must provide proof of their financial stability.
- The names of all applicants shall be posted by the secretary of the Guild website for a period of not less than 30 days. Existing members may object in writing to any such application (or by e-mail) to the Guild's secretary giving reasons for the objection. Such objections must be communicated in writing to the secretary within seven days after the period of 30 days referred to. In the case of an objection the acceptance or otherwise of the candidacy in question shall be resolved at the next general meeting.
- Applications approved by the Executive for Guild membership will be Advised to Members and Ratified at the next duly convened meeting of the Guild after the expiry of the periods referred to in (b) above. The Guild may take into account (in addition to the information furnished with the application) such additional information as it considers relevant to the application. In the event of the rejection of any application any application fee shall be returned to the applicant. No rejected applicant may re-apply for full membership within 12 months of the date of notification of his rejection.
(i) Members may cease to become members of the Guild at any time by forwarding a written resignation to the secretary of the Guild. Members may be suspended or expelled (on the grounds of non-payment of levies or an otherwise reason in accordance with the Rules) on the recommendation of the Executive, and Ratified by a two-thirds majority of members present at an annual general meeting or special general meeting called for that purpose.
The Guild shall act by and through a committee comprised of executive members ("The Executive"). The Executive shall comprise officers of the Guild who shall be: the Chief
Executive Officer, the Treasurer, The Disputes Chairman, and Membership/Ethics Executive and up to four other EXECUTIVE ASSISTANTS recruited from Qualifying Members.
- There shall be no Elections of Executive or Executive Assistant members. Executive Officers are to be selected and/or recruited by the Chief Executive Officer and ratified by existing Executive Committee members.
- The Executive Committee shall comprise four individuals: The Chief Executive Officer, the Finance Executive Officer, the Disputes Resolution Executive Officer, and the Membership & Ethics Executive Officer. Up to four additional Executive Assistants may be recruited from the General Membership as events require.
- The Chief Executive Officer will be chosen annually by the sitting Executive Committee and ratified by 2/3 majority vote of the attending General Membership at the following the Annual General Meeting. This annual vote will be incorporated into the Standing Rules of the association and notified to Membership no less than 30 days before the forthcoming AGM. The existing CEO may retain a Committee status role if not required to continue as CEO.
- The prospective Executive Committee Members for the forthcoming year are to be selected or recruited by the sitting Chief Executive Officer prior to the AGM from either the existing Executive Committee members or General Membership.
- Any full privilege member of the Guild may request inclusion as an Executive officer of the Guild or member of the executive committee. Acceptance of this inclusion will be the sole province of the existing Executive and determined by a majority vote of the committee. There shall be no restriction on the number of terms an Executive Committee member may remain in office.
- Any vacancy on the Executive Committee arising between annual general meetings shall be filled by the committee by appointment and notified at its next meeting.
- Any member of the Executive Committee may be removed from office by resolution of the Guild pursuant to any properly convened general meeting.
- Any Executive Committee member absent from three consecutive notified meetings without leave shall be removed (on one months' notice in writing of his/her cessation) as a member of the committee.
- (1) The Administrative Executive Committee shall be paid an attendance Fee per scheduled meetings.
- To the cover time and transportation costs, appropriate accommodation reimbursement and travel of per Kilometre for vehicle costs for out-of-town committee Members attending in the pursuit of the aims of the Guild will be paid.
- Executive Assistants shall be paid an attendance fee per meetings attended in response to an attendance request.
- Sub-Committee meetings (such as the Disputes Resolution facility or Membership Vetting) will be paid in accordance of the fee schedule noted on the Guild's web page.
- All fees as prescribed in (j) above shall be determined retrospectively on an annual basis by the Executive Committee and presented for ratification by a 2/3 majority vote at the financial year's Annual General Meeting
6 QUORUMS
Quorum of the (a) Executive Committee and (b) General Meetings
- A quorum of (a) the Executive Committee shall be three Current Executive Members and (b) General Meeting shall comprise any one of the Executive Officer Members in attendance and at least two Builder Members.
- In the case of a duly convened Executive or General meeting not attracting a quorum, the attending members may continue with informal business and Guild sponsored events (such as a dinner meeting) at the expense of the Guild. Minutes are not required to be taken in that situation.
- DUTIES OF THE EXECUTIVE OFFICERS
It shall be the duty of the Chief Executive Officer to instruct the committee to conduct the general affairs of the Guild, to keep usual and proper books of account, properly posted up and maintain other records of the business of the Guild and properly to notify members of intended meetings and the business to be dealt with and to prepare and submit to the annual general meeting a report, balance sheet and statement of accounts for the preceding year. Notwithstanding anything in these rules the Executive Committee shall implement any direction which is the subject of a resolution of a majority of the Executive members.
- POWERS OF THE EXECUTIVE: The Executive may:
- Employ (on such terms as it thinks fit) a professional Guild secretary who shall ex officio be a member of the committee
- Employ from time to time Agents, Consultants and Advisers
- Appoint Sub-Committees for any special purpose
- Resolve to retrospectively reimburse Executive Officers or recruited Members for all and any expenses incurred in the furtherance of the Guild's objectives, including Travel, Accommodation and their Time.
- Recommend the adoption of changes to Subscriptions and Fees to a properly convened General Meeting, which shall be approved for implementation by a 2/3 majority of FPM members and adoption for the following financial year.
- Fix the date of the Annual General Meeting.
- Determine the financial year of the Guild.
- Make regulations from time to time to facilitate the functioning of the Guild but subject always to clauses 13 and 14 of these rules.
- Except where otherwise provided in these rules enter into any contract for any purpose which in the opinion of the committee promotes the objects of the Guild which shall be bound by such contract.
- Revise and update the Rules & Regulations and the Constitution from time to time to facilitate the improved functioning of the Guild.
9 ANNUAL GENERAL MEETING
- The annual general meeting will be held between the months of August and October, and the agenda for that meeting shall include the following:
- Minutes of the previous AGM
- Annual report of the Chief Executive Officer
- Annual financial statements for the previous year provided by the Executive Treasurer
- Announcement of budgets, subscriptions and fees for the forthcoming year and for the adoption or amendment of any budget proposed by the Executive Treasurer
- Annual Report by the convenor of the Disputes Committee
- Annual Report by the Executive Committee Membership Officer
- General business: No ordinary business shall be discussed at the AGM. Any Special Business may be allowed providing notices of motion for the AGM are communicated in writing to the Chief Executive Officer at least 21 days prior to the date of the meeting. The CEO shall then decide whether to include such notices of motion with the notice to all members convening the annual general meeting and the agenda for such meeting. Before any such Special notice of motion is debated at the Annual General Meeting it shall be proposed and seconded by a non-Executive Officer full privilege member.
- A quorum for the Annual General Meeting shall be 10 full privilege members including the Executive Officers. If a quorum is not present within half an hour of the time appointed for the meeting the meeting shall not then be held and notice of a further annual general meeting must be given in accordance with these rules.
Any Social activities planned for the convened evening shall continue as and how the attending Members agree.
10 SPECIAL MEETINGS
- A Special General Meeting may be called at any time on the written (email) request to the Secretary of any five members of the Guild provided that ten clear working days' notice of intention to hold such a meeting is given to all members by means of the Guild website or otherwise in writing.
- The quorum for a special general meeting shall be the same as for the annual general meeting.
11 GENERAL MEETINGS
- The committee shall call general meetings at least three times in each year.
- Thirty clear days' notice of intention to hold any general meeting including the annual general meeting shall be given by the Guild secretary by means of the Guild's website or otherwise in writing to members.
- A quorum shall be ten members. If a quorum is not present within half an hour after the time appointed for such meeting, the meeting shall not be held. If a Social Event has been scheduled after the Meeting, it shall continue as planned despite the diminished attendants.
- The Guild and general meeting may ratify, amend or reject any decision of Executive Committee provided that the liability of the Guild to any third party pursuant to any contractual arrangements made by the committee shall not be impeached.
- No notice of motion nor any other notice to the Guild or the committee shall be effective unless signed or otherwise showing printed at the foot thereof the name of the person or persons giving such notice. All notices of the committee shall be signed by or have printed at the foot thereof the name of the Guild's secretary or other person appointed in his stead by the committee.
12 VOTING
- At all general meetings all full privilege members shall be entitled to one vote at matters before the meeting and in the case of equality of votes the chairman or other person presiding shall have a casting vote as well as a deliberative vote.
- Voting shall be by voices or show of hands unless a ballot is called for in which case voting shall be by ballot. In that event votes shall be counted by the Executive and the Guild CEO whose joint declaration as to the result shall be final.
- Proxy votes furnished by full privilege members shall be counted provided such are received in writing (including faxes and e-mails) and confirm the identity of the member entitled to exercise the proxy.
- The votes of absentee full privilege members shall be counted provided such votes are communicated in writing (or e-mail or fax) by the member and to the Guild secretary and received at least one day prior to the date of the meeting.
- The Guild CEO or in his absence the Treasurer shall preside at all meetings. In the event of the absence of these two office holders and no other qualifying Executive Committee Member, the acting chairman shall be elected from the floor by the members present.
13 RULES AND REGULATIONS
- These rules including the provision for the categories and classes of membership may be amended at any general meeting provided that any motion for alteration has been passed by a two-thirds majority of members present.
- No addition to or rescission or alteration of the objects or the winding up clause of these rules shall be effective in the absence of the prior written approval of the Inland Revenue Department.
The committee may make by-laws from time to time for the regulation of Members and the Industry provided always that such by-laws shall not operate so as to abrogate modify or vary any provision contained in these rules. In the case of any conflict or inconsistency between these rules and any by-laws these rules shall prevail.
- DISPUTES, ETHICS and OTHER TOPICS
1 In the interests of encouraging confidence in the Guild on the part of the General Public and potential Guild Member's customers in particular:
(a) in the event of a Current Dispute brought by a Customer of a Guild Member against such Member, the Guild accepts financial responsibility for investigating any misadventure or misconduct on the part of its Member, and acting on its findings, providing no costs are incurred in the resolution, in which case they will be prior advised and charged to the Member, or
(b) In the event of a Current Dispute between a Guild Member and his Customer, equally the Guild accepts financial responsibility for investigating any transgression the part of its Members customer and acting on its findings, providing no costs are incurred in the resolution, in which case they will be prior advised and charged to the Customer, or
- In the event that a Dispute Assessment and Resolution is requested in an informal manner on a past-dated or Warranty matter, where such an Arbitration between the parties can be resolved by telephone or email, the Guild accepts financial responsibility for investigating and resolving the issue, providing no costs are involved other than those mentioned above, or
- In the event that a current or past Dispute Assessment is requested from the Guild's Formal Dispute Assessment Procedures for the purpose of providing a Written Report that contains a thorough assessment and conclusion by the Guild, including site visit(s) and travel and accommodation expenses, which shall from time to time be updated and displayed on the Guild's Internet Web Page.
- Investigation and determinations made where an Ethical issue against a Member is at stake, costs may not be charged to the Member subject to the complaint, and in the interests of preserving the integrity of the Guild, the investigation will be free of cost to the complainant.
- To achieve this end the Ethics chairman may, at its discretion, create a Sub-Committee to be called the Ethics Sub Committee or the Disputes chairman a Disputes Sub-Committee both of which shall comprise selected Members who may or may not (as resolved by the committee chairman) be members of the Executive Committee.
- Sub-committees may be formed to investigate any subject or topic (i.e. not restricted to ethics or Disputes) but shall only investigate Ethics or Dispute complaints which are in writing and where the complainant is fully identified by name and address.
- (a.) Before any such Formal Dispute or complaint is investigated, where a determination and written Report be furnished which may be used as Evidence in Court, the complainant will be required to pay or undertake the payment of a fee to cover the costs of at least one Member of the Disputes Sub-committee for time and transport at an established rate. The rate per additional member per hour will be charged, which cost in total must include an amount of 20% of the total of this fee to be retained by the Guild to cover its costs.
- The Guild shall not have nor claim to have any jurisdiction or legal rights over its Members in respect of an Ethical Complaint or Dispute, and will provide that the Subcommittees will only make recommendations for resolution of the Complaint or Dispute as a neutral observer.
A refusal or failure of a Member to abide the Ethics or Disputes sub-committee's recommendations shall be deemed to be misconduct and a breach of the Ethics code, and may - at the discretion of the Executive Committee - lead to expulsion from the Guild.
16 DISCIPLINARY PROVISIONS
- If a Member is alleged to have breached the Guild's Ethical Standards and appears at first inspection to be guilty of misconduct or in breach of these rules or any regulations made by the Guild, or otherwise to have brought the Guild or any of its Members into disrepute through their actions, the Sub-committee will require temporary but immediate suspension of the Member who is the subject of the allegation pending investigation and determination by the committee. In this event, the Member will be notified in writing of their suspension, and the Guild's web site Membership List and Disqualified Members will be updated to reflect the situation.
- In the event that the Sub-committee finds the allegations proven, it may impose such penalty or penalties as it sees fit including Written Censure, Suspension for a set period of time, Payment of costs or Expulsion from the Guild - or any combination of these,
Provided always that a resolution of the Sub-committee for Expulsion will only be effective if sanctioned by a majority of the Executive Committee.
17 FEES AND SUBSCRIPTIONS
- Each Member shall pay an Annual Membership Fee in accordance with the appropriate Membership Class in such amount as shall be recommended from time to time by the committee and confirmed or amended by the Executive Committee at the Annual General Meeting and due on such date as shall be specified by the Executive committee. FPM or
Full Privilege Member class will pay the fee amount that includes gratuitous attendance at Social Events held following a scheduled General or Annual General Meeting and Travel
Reimbursement to the value of $250 on a 'one-off' single annual basis. Other Membership Classes may attend such events on paying a set fee to be determined at the time and date of the event. Annual membership fee amounts may be resolved by the committee from time to time for each Class of Membership.
- The "current year" will be from 1 August in one year to 31 July in the following year or as otherwise decided by the committee from time to time. Fees for the "current year" shall be due for payment no later than six months after the commencement of the year.
- Annual membership remittances are to be made in accordance with the payment options prescribed by the committee from time to time. If a member's annual fee is not paid in accordance with the manner prescribed by the committee within 180 days after becoming due, the committee shall give written notice to the defaulting member and noted on the Guild's web page Membership section advising that if his annual fee is DUE. If payment not made within a further 30 days then his membership may be terminated.
- The committee shall have the power to require (over and above annual membership fees) payment of an entrance fee by new members which may (in the discretion of the committee) be different for each of the various classes of membership.
18 THE GUILD'S RETAINED FUNDS
- All funds belonging to the Guild shall be lodged to the credit of an account or accounts in the Guild's name at such bank or banks as the committee shall decide from time to time. Moneys may be withdrawn from such account or accounts under the signature of any two committee members appointed by the committee for such a purpose or the signatures of any one committee member appointed for such purpose and the Guild secretary. A signature may be in writing or may be a password required for electronic transactions.
- Surplus funds of the Guild are funds in excess of those required to carry out the operations and objects of the Guild. Surplus funds may be invested by the committee in accordance with the Trustee Act 1956 and its amendments. Deeds and other documents in connection with such investments shall be in the name of the Guild as an entity. Funds deemed to be surplus and of no foreseeable use to the Guild may be distributed pro rata to the current Full Privilege Membership.
- The committee shall not have the power to make any borrowings without the approval and consent of a 2/3 majority at a property convened Special General Meeting.
- The committee may at its discretion expend the Guild's funds in the furtherance of the objects of the Guild.
The Executive Committee, the Guild Treasurer and other Executive Committee Members and staff of the Guild shall be indemnified by the Guild against all losses and expenses incurred in and about the discharge of their duties excepting such as arise from theft, fraud, collusion for personal gain or gross negligence.
(i) The Guild may be wound up by resolution to such effect passed by a simple majority of members present at a special general meeting called for such purpose.
In the event of the liquidation of the Guild any surplus assets after all liabilities have been paid shall be paid Pro Rata to the current Full Privilege Members. No surplus assets may be applied to or for the personal benefit of any other member.
NOTES:
Amendments/Additions:
31 January 2017
The Constitution of the NZ Master Pool Builders Inc may be updated from time to time Please ensure you have the most recent version.