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By-Laws Archive 1999

Bylaws of the Internet Society of New Zealand Incorporated - 1999

Introduction | Changes to Bylaws | Membership of Council | Preparation for Council Meetings | Motions at Council Meetings | Quorum | Conduct of Council Meetings | Minutes of Council Meetings | Conduct of Electronic Meetings | Financial Control | Communication With Members | Acceptance of Proxies in Electronic Form | Associated Members | Sub-Classes of Organisational Member | Industry Advisory Group | Delegation of Chairperson's Duties | Bylaws Archive

These Bylaws were adopted by the Council of the Society on 19 October 1995 and amended on 21 May 1997, 3 December 1997, February 22 1999, May 21 1999, and September 11 1999. Unlike the Articles of Association , they can be changed by the Council without outside approval. They are subject to New Zealand law and to the Articles.


These bylaws are written for the establishment of rules regarding the conduct of normal society business. They are additional to the Articles of Association of the Society and must be interpreted in accordance with those Articles.

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These Bylaws may be changed by a two-thirds majority of the Council of the society. Any motion to change the Bye-Laws must have been presented to the meeting of the Council prior to themeeting at which the vote is taken.

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The number of Elected Members of Council shall be such that the total number of Council members (including Appointed Members) is twenty.

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4.1 Notice of a Council meeting,must be sent to all Council Members at leastfourteen days before the meeting.

4.2 Items for the agenda should be advised to the Secretarybefore the meeting.

4.2a The Secretary must send a draft agenda to all Council members, and ensure that it is available to Members, at least five days before the Council meeting.

4.3 A Council meeting may be called by the Chairperson. The Chairperson must call a Council meeting to be held within twenty-one days of the Chairperson's receiving a request for such a meeting from three Council Members.

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5.1 All motions require a proposer and seconder.

5.2 Any substantive motion before a Council meeting shall be disposed of before any other substantive motion is introduced.

5.3 The following procedural motions may be moved at any time:

(a) That the Chair's ruling be disagreed with

(b) For permission to withdraw a motion or amendment

(c) That the question be now put

(d) That the meeting proceed to the next business

(e) That consideration be deferred for a stated time

(f) That the motion be amended

(g) That the motion be referred

(h) That the meeting hear a named observer

(i) That observers be requested to retire

(j) To discuss the action of a member who has been named by the person chairing the meeting

The first four procedural motions shall have precedence in the order in which they are listed. On the motion given as 5.3(a) being moved, the person chairing the meeting must vacate the chair. Only the mover and the person chairing the meeting may speak to this motion. There shall be no discussion on the motions given as 5.3(b) or 5.3(d).

5.4 Only one amendment shall be considered at a time.

5.5 Any amendment must be relevant to the substantive motion. If its effect is to negate the motion, it must include a reasoned alternative course of action.

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6.1 The quorum for a Council meeting shall be a majority of the Council Members then serving.

6.2 If a quorum is not reached within thirty minutes of the appointed time for a meeting, those present at the meeting shall determine a date for the adjourned meeting (not earlier than five days from the date of the meeting).

If no such agreement is reached, the adjournment shall be for a meeting at the same time and place one week from that day.

Notice of the adjourned meeting shall be given to all Council Members. At such adjourned meeting the number of Council Members attending shall constitute a valid quorum.

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7.1 The meeting shall be chaired by the Chairperson of the Council. In the absence of the Chairperson of the Council or at the request of the meeting the chair shall be taken by the Treasurer, or in the absence of the Treasurer by any other Elected Council Member not co-opted by the Council.

7.2 The Chairperson may invite observers to attend Council Meetings, but their presence must be formally acknowledged by the meeting.

7.3 Observers may not vote, but may speak to a specific motion at the request of the meeting.

7.4 The Council may deny attendance to observers for all or part of any Council Meeting.

7.5 All speakers shall address the meeting through the chair. Speakers shall avoid personalities, impropriety, irrelevance and repetition. Speakers shall confine themselves to the matter under discussion. The provisions of this paragraph shall also apply to those taking part in an Email Council Meeting.

7.6 A Council Member, when speaking, shall not be interrupted except by the person chairing the meeting as conductor of the meeting or by a Council Member raising a point of order. When more than one speaker starts to speak at the same time the person chairing the meeting shall decide who takes the floor.

7.7 The person chairing the meeting may propose, speak and vote on motions.

7.8 At the request of any Council Member the names of those voting for and against any motion shall be recorded in the minutes.

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8.1 Minutes shall be the responsibility of the Secretary who may delegate recording of the minutes to another person present.

8.2 The minutes shall contain at least:

(a) The time and place of the meeting, recorded in a manner appropriate to the type or meeting.

(b) The names of those present at the meeting.

(c) Substantive motions, each with its proposer's name and result.

(d) Summary of discussion where no motion was considered.

8.3 Any papers or other supporting material, whether discussed or not, shall where practical be attached to the minutes of the meeting where the material was presented. Where this is not practical, the minutes shall contain sufficient references to allow such material to be found by the reader.

8.4 The only discussion on a motion for the confirmation of the minutes shall be as to the accuracy of the record.

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9.1 The Council may hold meetings by electronic mail or other Internet technologies subject to the Guidelines for such meetings which may be approved by the Council from time to time.

9.2 Council videoconference or teleconference meetings shall be governed by these Bye-laws as if they were face to face meetings.

9.3 For the purposes of electronic ballots the Council shall be considered to be permanently in session via the formal Council mailing list. Once an electronic ballot results in a majority of serving Councillors registering a vote "for" a motion the result shall be declared as "carried", or if a majority registers a vote "against" a motion, the result shall be declared as "lost", as if a properly quorate formal face to face meeting had been held. There is no time limit on such a ballot.

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10.1 The financial year of the Society shall be from 1st April up to and including 31st March of the following year.

10.2 The Treasurer shall ensure that:

10.2.1 All money received on account of the Society shall be paid into the Society's account with its bankers.

10.2.2 All cheques drawn upon the society's bankers must be signed by two Council Members authorised by the Council.

10.2.3 Cheques or other negotiable instruments paid or payable to the society's bankers for collection requiring endorsement of the society may be endorsed by the Treasurer or by such person or persons as the Council may appoint.

10.2.4 A proper account shall be kept of the Society's income and expenditure, and of the matters in respect of which the income and expenditure arises and takes place respectively and of the Society's property, credits and liabilities, in books to be provided for that purpose, and must produce the account books, properly written up, when required by the Council.

10.2.5 Once at least in every year the accounts of the Society made up to the last day of the preceding financial year must be audited by the society's auditor, and an abstract of the accounts be produced and issued to every member, together with the notice of the Annual General Meeting.

10.3 The secretary shall file with the Registrar of Incorporated Societies, within seven days after the Annual General Meeting, the financial statements required to be filed under section 3 of the Incorporated Societies Act 1908.

10.4 The Council may from time to time approve the investment of the Society's financial assets and may direct the Treasurer to withdraw funds invested.

10.5 Funds approved for investment shall be invested in one or more of the following ways:

(a) with a registered bank

(b) in New Zealand Government or Local Authority stock.

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Where communication with a member by electronic mail is not possible, communication may be by either of the following methods:

(a) by post, to the address of the member as held in the Society's records, or

(b) by facsimile, to the member's facsimile phone number as held in the Society's records.

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No proxies in electronic form shall be accepted.

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A person wishing to become an Associate Member of the Society must satisfy the Council that they are

(a) Undertaking full-time secondary or tertiary education, or

(b) In receipt of a benefit paid by the Department of Social Welfare

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There shall be four subclasses of organisational member as provided for in paragraph 3.3 of the Articles of Association of the Society:

(i) Platinum Partners - four "ordinary" members may be nominated (Rate 1)

(ii) Gold Partners - three "ordinary" members may be nominated (Rate 2)

(iii) Silver Partners - two "ordinary" members may be nominated (Rate 3)

(iv) Bronze Partners - one "ordinary" member may be nominated (Rate 4)

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15.1 The Industry Advisory Group shall consist of not less than four and not more than twelve people. Only the IAG-appointed Council Member need be an Ordinary Member of the Society.

15.2 IAG Members shall be elected by the current Organisational Members for a period of not more than one year. Each Organisational Member shall have one vote for the purpose of this election.

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Should the Chairperson of the Council at any time be unavailable or indisposed, the Secretary shall assume the Chairperson's duties. Should both the Chairperson and Secretary be unavailable or indisposed, the Treasurer shall assume the Chairperson's duties. Should all three Officers be unavailable or indisposed, Council shall decide on the appropriate delegation of duties.

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© 1999 The Internet Society of New Zealand
Last updated Thursday, 17-Mar-2005 17:01:15 NZDT

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