AGM Minutes - 20 November 1998

The Internet Society of New Zealand's 1998 AGM was held at (e)-Vision House in Wellington on Friday 20 November 1998.

Meeting opened: 4:30pm.

1. PRESENT:

Jim Higgins (Chair), Frank March, Colin Jackson, Sue Leader, Gavin Adlam, Elizabeth Dengate-Thrush, Peter Dengate-Thrush, Roger De Salis, Peter Mott, Ewen McNeill, Robert Gray, Howard Frederick, John Vorstermans, Mark Davies, Patrick O'Brien (Observer), Prashanta Mukherjee, Don Hollander, David Farrar, Lin Nah, Keith Davidson, Richard Bourne, Tim Frost, Stephen Bell, Peter Muller, Aaron Scott, Ray Brownrigg, Perce Harpham, Don Stokes, Mark Harris, Brenda Leeuwenberg, David Harpham, Andrew Mason, Helen Meehan, Jim Shaw, Andy Linton.

2. APOLOGIES:

Neil James, Jennifer Northover, Jenny Shearer, Simon Lyall, Rex Croft, Rodney Prescott.

3. MINUTES OF THE 1997 AGM

The minutes of the 1997 AGM held at Plimmer Towers, December 2 1997 were taken as read.

MOVED: "That the Minutes of the 1997 AGM be approved as a true and correct record" Don Hollander/David Harpham - CARRIED

4. MATTERS ARISING:

There were no matters arising from the 1997 Minutes.

5. ORDER OF MEETING

In response to a notification on the members-only mailing list of an intention to move a change to the order of proceedings which would place the election of Councillors last, the Chair explained that the only reason for the elections to be held first was the matter of time required to manually count votes. The explanation was accepted and the Agenda as circulated retained.

6. DETERMINATION OF TERM OF OFFICE FOR COUNCILLORS

The Chair explained that the usual election terms were two years, and that half of the Councillors (ten) came up for re-election each year. Because of resignations there are thirteen vacancies this year and the AGM needed to decide what their terms would be.

MOVED: "That the highest ten polling candidates be elected for a term of two years, and that the next three highest polling candidates be elected for a term of one year."

Prashanta Mukherjee/Andrew Mason - CARRIED U

7. ELECTION OF MEMBERS OF COUNCIL

Jim Higgins relinquished the chair to his deputy, Secretary Frank March. Frank explained the procedure for voting:

• An official Voting Paper was prepared with all nominees' names received by 6PM Thursday November 29.
• Blanks on the form are provided for the addition of any nominations from the floor - each member is required to fill in any new nominations themselves. As each candidate is numbered for the counting process any new nominees must be placed beside the correct number.
• There are 17 nominations for the 13 vacancies.
• Only 13 marks may be made on the official Voting Paper - any extra marks will invalidate the vote.

MOVED:

"That nominations be closed." Peter Dengate-Thrush/Don Hollander - CARRIED U

Each candidate was given 2 minutes to speak, and candidates not present were spoken for by their nominator.

Voting commenced at 4:55pm and closed at 5:05pm. Votes were given to scrutineers provided by the NZ Computer Society for counting.

5:05PM Jim Higgins returned to the chair.

8. CHAIR'S REPORT

Jim Higgins spoke to his report which had been circulated. Highlighted points:

• Jim officially welcomed the new Executive Director, Sue Leader
• He noted that we should be cautious about supporting all forms of anti-spam mechanisms. At least one organisation has used this as an anti-competitive device.
• A question was asked regarding the status of ISOCNZ vis a vis ISOC. The negotiations to attain a "federated" status rather than a dependent Chapter status have been ongoing. Little progress has been made and so the situation is currently in hiatus.
• There was a strong suggestion from the meeting to the new Council to start conversations with ISOC chapters around the world to see whether they are interested in a more federated approach.
• Similarly there was a suggestion that ISOCNZ should create an Acceptable Use Policy on the web-site.

MOVED: "That the Chair's report be received"

Peter Dengate-Thrush/Andrew Mason - CARRIED U

Discussion:

• There was a strong suggestion from the floor that ISOCNZ should look at a stance on content re: "objectionable material"
• A question was raised on policy relating to Second Level Domains - moderation, removing, creating etc. Those interestedwere referred to the Policy on Second Level Domains on the ISOCNZ web site.

9. TREASURER'S REPORT

The Treasurer's Report and copies of draft and Audited Accounts and the proposed Budget had been circulated. Colin Jackson then spoke to his report. Highlighted points:

• Financial Position - the "loan" from Domainz which was on the books last year is now gone. With the signing of the Sale and Purchase Agreement the "loan" is now accepted as Goodwill and therefore a component of the sale. The Auditor's have signed off on this, thus removing exposure of approximately $100,000 to the Society.
• Financial performance - note was made of the substantial provision for tax which will have to be paid for the first time this new financial year.

Discussion:

• A question was asked regarding what services received for the PR/Advertising expenditure.Colin and others noted that services included:
• developing all the new pamphlets, letterhead etc
• regular press releases
• media monitoring
• handling the Oggi case - (Domainz reimbursed a portion of this)

• A question was asked about how the level of Management Fees for Domainz was established.The answer provided was as follows:
• mixture of a calculation of the value-added by ISOCNZ's Policy setting for Domainz and a figure which reflected the amount of work involved
• there are taxation issues involved which required a figure to be set in advance which should not need to vary greatly over time.

MOVED: "That the Treasurer's Report be adopted"

Mark Harris/Prashanta Mukherjee - CARRIED (Abstention C Jackson)

BUDGET

The Treasurer noted that there was a budgeted deficit for the 1998-99 year, largely as a consequence of the contracting of the Executive Director. While the Society needed to spend this money in order to get membership numbers up and establish membership services, he was not comfortable with the idea of running a deficit for too long. The Society has cash reserves which will cover a deficit for a year or two, but the issue should not be allowed to continue.

Discussion:

• Some members questioned the purpose of presenting a budget rather than a "projects" list for approval. It was noted that this is a constitutional requirement.
• There was a strong suggestion from the floor that the Council not be "straight-jacketed" by the budget but it be used as a basis for day-to-day running with projects funded as finance allows at the Council's discretion.

MOVED: "That the Budget as presented be approved"

Peter Dengate-Thrush/Prashanta Mukherjee - CARRIED with three Against

10. ELECTION RESULTS

The Secretary took the Chair at 6:10PM to announce the Election results and congratulate the new Councillors.

MOVED: "That the voting papers be destroyed"

Roger De Salis/Mark Harris CARRIED U

Jim Higgins resumed the Chair at 6:25PM.

11. APPOINTMENT OF AUDITOR

MOVED: "That Martin Jarvey be re-appointed as Auditors"

David Farrar/Prashanta Mukherjee - CARRIED U

12. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Frank March introduced the Amendments to the Articles of Association which allow the Society to conduct future AGM's and SGM's over the Internet (previously circulated).

MOVED: "That the proposed amendments be taken as a group" Frank March/Sue Leader- CARRIED U

MOVED: "That the last amendment be amended from "be renumbered to become Sections 10-17" to "be renumbered appropriately" Frank March/Sue Leader - CARRIED (This became the substantive motion as the movers of the amendment were the movers of the motion).

After discussion from the floor as to whether the amendments were needed given the existing wording of the articles, the following amendments were put as a group:

The Internet Society on New Zealand Inc meeting in Annual General Meeting on November 20 1998 resolves

• "THAT A new Section (number 9) to be inserted after the existing Section 8.

NBThe word "new" is used in brackets - [new] - for clarity in the following amendments and does not form part of the final clauses.

• "THAT under Section 9 General Meetings, Clause 9.1 be amended by the insertion of the phrase "in attendance via the Internet as set out in the By-Laws" after the words "physically present"."

• "THAT Clause 9.2.1 become 9.2.1.a and that a new Clause 9.2.1.b be inserted which reads:

• "THAT Clause 9.2.4 be amended by the addition of the phrase:

• "THAT Clause 9.3.3 be amended by the addition of the phrase:

• "THAT a new clause be added after Clause 9.3.3 to read:

• "THAT Clause 11.2 be amended by the insertion of the phrase "At duly authorised meetings voting may take place via the Internet by the use of a secure means of identification" after the phrase "Chairing the meeting". "

• "THAT former Sections 9-16 be renumbered as appropriate."

Frank March/Mark Harris - CARRIED U

13. GENERAL BUSINESS

A reminder from the floor that the Articles state that communications to members willbe in plain ASCII text [actually, the wording is "may be", not "will be"]. There was some discussion as to how to deal with material which cannot be handled in plain text such as tables and graphics. It was greed that where possible email to members will be sent in ASCII but pointers to html on the web may be a useful development.

The Chair thanked members for their attendance and the meeting closed at 6:35PM.

© 1998 The Internet Society of New Zealand
Last updated 17 December 1998