Heritage Inns of New Zealand Inc.
Trading as
Heritage & Character New Zealand Portfolio
Constitution & Operating Rules for Members
Part A Constitution
- TITLE
The official name and title shall be “Heritage Inns of New Zealand Incorporated”. The trading name of the group shall be “Heritage & Character New Zealand Portfolio”.
- INTERPRETATION
Throughout these rules, the use of the term “HCP” or “H&C NZ Portfolio” shall refer to the trading entity and the brand name owned by Heritage Inns of New Zealand Incorporated.
(i) “Management Board” or “Board” shall refer to the board of directors elected pursuant to these rules
(ii) “Member” shall refer to the hosts, who are the whole or part owners of a Member Property. Members shall hold the right to one vote per Member Property at meetings of Heritage Inns of New Zealand Incorporated
(iii) “Member Property” shall refer to the duly inspected and accredited property owned in whole or part by the Member
(iv) Notwithstanding anything expressed or implied in this constitution, the activities of the Society shall not be carried on for the personal pecuniary gain or benefit of any member or individual.
- OFFICE
The registered office of HCP shall be at such place as the Board shall from time to time determine.
- PURPOSE
The purpose of HCP is to build and maintain the leading, premier national network of accredited Bed & Breakfast Inns in New Zealand that are dedicated to, and committed to maintaining, the highest standards of hospitality, comfort and food, in heritage and character homes under the motto “A warm and generous welcome”.
- OBJECTS
(i) To actively market and promote the brand H&C NZ Portfolio for the benefit of all members
(ii) To establish and maintain a national network of Members to cover all the key tourist destinations in New Zealand
(iii) To build and maintain an Internet Website to reach potential guests and motivate them to enquire about Member properties and make reservations with Members.
(iv) To publish from time to time, as required, marketing brochures to support the group’s message to the travelling public
(v) To build quality standards with Members and Member Properties, so that the value of the group’s brand is continually enhanced in the marketplace
(vi) To encourage the professional development of Members in all aspects of the operation of their business
(vii) To invest, lend, and deal with the moneys of Heritage Inns of New Zealand Incorporated not immediately required for carrying on its business upon such securities and in such manner as from time to time may be determined by the Board.
(viii) To raise money by subscription from Members and to grant to Member subscribers any rights and privileges
(ix) To do all such other lawful things that are incidental or conducive to the above mentioned objects.
- MEMBERSHIP
(i) Membership is granted by the Board in accordance with the Purpose, Objects, and Operating Rules of Heritage Inns of New Zealand Incorporated
(ii) Membership is conditional on the timely payment to HCP of annual fees, and such other charges as may from time to time be approved by the Board.
(iii) Membership is conditional on Members and Member Properties conforming at all times to the Purpose, Objects and Operating Rules of HCP.
The Board has the right to review the membership of any Member at any time. If the Board is in receipt of a complaint about a member, then it shall immediately review the complaint to test its substantiveness, and determine if there are grounds for a review of the membership of the Member.
In a Board review of membership, if there are breaches of the Operating Rules, or a failure to conform to the Constitution, then the Board shall notify the Member of such shortcomings and allow not more than 30 days for the Member to rectify such shortcomings to the Board’s satisfaction.
Should the Board not be satisfied that the Member has corrected the shortcomings from such a review, then the Board shall, after 30 days from notification of such shortcomings, have the right to immediately terminate the membership of the Member in question on a 75% majority vote.
(iv) Any Member may resign from HCP by giving the Secretary written notice of such intention.
(v) Termination for any reason, or resignation by the Member shall not prejudice the rights of HCP to recover any dues or fees in arrears and unpaid.
(vi) While Qualmark is recommended as preferred the Quality Assurance Programme, it is no longer a prerequisite for membership of HCP.
- MANAGEMENT BOARD
(i) The Management Board shall consist of no fewer than five and no more than seven Directors, duly elected by the Annual General Meeting held each year. They shall take office immediately following such election, until their appointment is terminated in accordance with this Constitution.
(ii) The Management Board upon election will appoint from their numbers a Chair Person, Secretary and a Treasurer.
(iii) Directors will be elected for a term of one year.
(iv) Nominations for Directors shall be in writing and shall be delivered to the Secretary not less than 21 clear days prior to the Annual General Meeting at which the election is to take place. Each nomination shall be signed by three Members of HCP, namely the person proposing the nomination, the person seconding the nomination and the person accepting the nomination.
The Chair shall have a second and deliberative casting vote in the event of a tied vote at any meeting of Heritage Inns of New Zealand Incorporated.
(v) Nominations will be accepted prior to the start of the Annual general Meeting, with the agreement of the nominated party.
(vi) Four Directors shall form a Quorum for meetings of the Management Board.
(vii) The Management Board shall meet at such times and places as it shall determine, and shall regulate its own proceedings. It shall ensure that proper minutes are kept, and that such minutes, when signed by the Chair of the next meeting, shall be deemed to be a true and correct record of all that transpired at that meeting.
(viii) The Management Board will have the power to add to, delete from, or amend, as it sees fit, the Operating Rules of HCP. All such changes to the operating Rules will be notified to the general membership in the group’s newsletter.
(ix) The Management Board shall have the power to appoint and employ persons to do the work of HCP, as it deems appropriate. Any co-opted Board member shall have no voting rights on the Board, but is there solely in an advisory capacity.
(x) The Management Board may appoint a temporary replacement to the Board when there is a vacancy for any reason.
(xi) No addition to alteration or rescission of the constitution shall be approved if it affects the pecuniary clause or the winding up clause.
(xiii) The Chair shall have a second and deliberative casting vote in the event of a tied vote at any board meeting of Heritage Inns of New Zealand Incorporated.
- ANNUAL GENERAL MEETINGS
(i) Heritage Inns of New Zealand Incorporated will hold an Annual General Meeting (AGM) each year as soon as practicable after the close of the financial year, but not later than June 30th in the ensuing financial year, for the purpose of electing Officers and such other business as has been duly notified to the members.
(ii) Notice of the date, time and place of the AGM will be sent to members not less than 30 days before the meeting.
(iii) The Meeting agenda will be notified to the members not less than 14 days in advance of the AGM.
(iv) A Member Conference may be held from time to time in conjunction with the AGM, at the Management Board’s discretion.
(v) Special General Meetings may be called from time to time by the Chair, or by a majority vote of the Management Board, or by not less than 10 ordinary Members to consider matters of urgency only, with Members having been given not less than 14 days notice of the date, time, place, and subjects to be discussed at such meeting.
(vi) Each paid up Member or member with a pre-arranged instalment AP agreement of HCP will hold one vote at any proper Special or General Meeting of Heritage Inns of New Zealand Incorporated. Any time payment arrangement offered from time to time will be at the Board’s discretion.
(vii) Proxy votes, valid for one designated meeting of Heritage Inns of New Zealand Incorporated only, signed by the Member, nominating some other Member or Officer of Heritage Inns of New Zealand Incorporated present at the meeting to vote in their stead, or, giving clear instructions as to how that vote is to be cast on the particular issue(s), will be accepted as a valid vote at such meeting.
(viii) A Quorum of 50% of the qualified Members (or their Proxies) plus one will be necessary to validate the decision of any Special or General Meeting of Heritage Inns of New Zealand Incorporated.
(ix) The Management Board may at its discretion allow the use of a postal, fax, or e-mail vote of the Members on any specific issue, background information, notice of motion. The date and time limits for such vote to be notified no less than 14 days in advance of the voting deadline.
(x) The Chair shall have a second and deliberative casting vote in the event of a tied vote at any meeting of Heritage Inns of New Zealand Incorporated.
(xi) A motion to amend this Constitution in any way will be accepted for consideration only at an AGM or a Special General Meeting held for that purpose, or by postal or secure electronic vote, provided that the precise form of the motion to amend has been circulated to all Members not less than 30 days before such meeting. Such motion shall carry both a proposer and a seconder, both of whom must be fully paid up Members.
(xii) A majority of 75% will be required to carry a motion to amend the Constitution.
- FINANCIAL
(i) The financial affairs of HCP are the responsibility of the Management Board, through the Treasurer. The Financial Year and the Subscription year will run concurrently from April 1st through to March 31st of the following year.
(ii) The Management Board will be responsible for setting the Annual Subscription Fees and Joining Fees for the following year, which will be subject to ratification by a simple majority at the following AGM. Annual adjustments will be implemented on April 1st of each year, if deemed necessary by the Management Board.
(iii) The Management Board is authorized and empowered to borrow money on behalf of Heritage Inns of New Zealand Incorporated only when the Board does so by unanimous vote, and the sole purpose of the loan is to bridge finance HCP operations against the collection of fee payments during the current financial year.
(iv) No member or person associated with a member of the Society shall derive any income, benefit or advantage from the Society where that can materially influence the payment of the income, benefit or advantage, except where that income, benefit or advantage is derived from:
(a) professional services to the Society rendered in the course of business and charged at no greater rate than current market rates or
(b) interest on money lent at no greater than current market rates.
- WINDING UP
(i) The Members may at any time by simple majority vote at a properly convened general meeting resolve that Heritage Inns of New Zealand Incorporated shall be wound up. Thereafter, another general meeting must be called, but not earlier than 30 days after the date of the first meeting. At this meeting, a second resolution must be passed by simple majority, confirming the earlier resolution to wind up. Should this confirming motion be lost then the earlier motion to wind up will lapse. If the continuing resolution is passed the Members will appoint one or more liquidators to wind up the affairs of Heritage Inns of New Zealand Incorporated.
(ii) If upon winding up or dissolution of the Society there remains, after the satisfaction of its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society. Such remaining property shall be given or transferred to some other organisation or body having similar objects of this Society. In the event of the members being unable to decide, the remaining assets are to be distributed as a Judge of the High Court directs.
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PART B OPERATING RULES
PROPERTY & HOST CRITERIA
(i) The membership equation values both the property and the hosting at the property in evaluating a new or existing member.
(ii) Properties may fall into two categories – Heritage or Character at the discretion of the Management Board.
(iii) Properties will be selected for membership when the Management Board is satisfied that the property meets the Inspection criteria as set out by the Board, which identifies all the amenities, services, housekeeping, and quality standards expected of a member. Members are expected to maintain these standards over the duration of their membership. Hosts and their personal brand of hospitality are a vital element of successful membership.
RULES:
- Ownership & Operation
(i) All members of H&C Inns will be owned and operated by the resident hosts and will be run in a professional manner in accordance with the Constitution and Operating Rules of Heritage & Character Inns.
(ii) Resident hosts must be able to demonstrate to the Board that they have a bona fide ownership in the Member Inn.
(iii) Member properties to be limited to no more than 7 rooms.
- New members
(i) New members must be graded using the HCP grading assessment at the time of joining unless already graded by Qualmark to a minimum level of 4 stars.
(ii) New Members will be charged an administration fee of $75.00 + GST, at the discretion go the Board.
(iii) Within 10 days of joining the Group, new Members will place a visible link on their own website Home page to www.heritageinns.co.nz in accordance with the instructions at the Members’ only page
(iv) All new members of HCP will be notified to the Membership in the group’s Newsletter.
- Change of ownership
(i) On completion of the sale of a Member Property, the vendor must notify the Board in writing of the change of ownership.
(ii) HCP membership is not transferable following the sale of a H&C Inns member property.
(iii) New owners of a property must formally re-apply for membership and re-assessement by our chosen Quality Assurance providers.
- Fees
(i) 1 May in each year will be the final date for payment of fees.
(ii) Late payment (after 1 May) will incur a 10% penalty charge. Continued payment default will incur a suspension of website benefits, followed by a cancellation of membership.
- Complaints
(i) The Board may, on the basis of complaints made to the Board, order an inspection of a member’s property.
(ii) Such inspections shall be carried out by an independent inspector nominated by the Board, and the costs of any such inspection shall be charged back to the member involved.
(iii) A copy of the relevant inspection report will be circulated around the Board and to the member involved, and will be held in strict confidence
- Quality Standards
(i) Member properties must maintain the highest standards of accommodation, cleanliness, food and friendly personal service with particular attention to luxury details that position the member to meet the needs of discerning local and overseas guests.
- Compliance
(i) Member properties must comply with all building and fire codes and possess a Resource Consent and all relevant certification from the local authority.
(ii) Documentation of such conformity must be shown to the Board on request.
- Member properties must be open for business no less than 10 months of the year.
- Networking
(i) Hosts are expected and encouraged to assist guests in making forward bookings with other HCP members.
(ii) To encourage Member networking and familiarity, members are encouraged to visit and stay at each others properties when possible.
(iii) It is the group’s policy to offer such a visiting member a 50% discount off the regular room rate subject to availability.
- Website linking
(i) All Members are required to place a visible link on their own website Home page to www.heritageinns.co.nz in accordance with the instructions on the Members’ Information Page
(ii) Website SEO (search engine optimisation) advice approved by the Board must be implemented by all members within 90 days.
- Annual Contract Renewal
(i) Contract renewal forms will sent in January preceding the next financial year and once signed by the Member will be deemed to have accepted group membership for the following 12 months & automatically becomes liable for all fees for that Financial Year.
- Qualmark
(i) It is recommended that all new Members, who are Qualmarked must be a minimum Qualmark 4 Star (Guest & Hosted, Bed and Breakfast or Boutique and Lodge)
(ii) Members must notify all changes in Qualmark grading to the Board in writing within seven (7) days.
- Use of H & C Inns email and/or mailing lists
(i) No Member or Organization may use the HCP mailing list without having first obtained the permission of the HCP Management Board.
(ii) The Board undertakes to protect your privacy under the terms of The Privacy Act 1993
- Confidentiality of commercially sensitive material
(i) Members may not divulge commercially sensitive information, such as discounts negotiated between the HCP Board and service providers for the benefit of HCP members.
(ii) The only exception to this rule will be the divulging of such information to potential New Members by the Board member/s charged with new member recruitment.
- Management Board confidentiality
(i) Board members will treat all Board communications, whether by post, email, fax, phone or in Board meetings, as confidential.
- Agent/wholesaler commissions
(i) Members of HCP dealing with Wholesalers/Inbound Operators must make provision in their tariffs for a minimum 20% commission rate.
- New Member recruitment
(i) Existing members in close proximity to proposed new members will be consulted by the Membership Committee. The final decision will be made by the Board with regard to the overall requirement for rooms in the area concerned.
18 Booking systems.
(i) Any booking system is acceptable providing it is compatible with the Bookit booking system to allow for display on our website.
(iii) Members shall keep their online booking calendars fully updated at all times.
- Cancellation policy
All Members are required to display a cancellation policy on their website & on their chosen booking system.
- Capital Expenditure
Three quotations must be obtained for capital expenditure of an ongoing nature of more than $1,000.00. This rule to be reviewed in six months.