Draft Minutes AGM 21-22/-6/01

DRAFT Minutes of the AGM of InternetNZ 21-22 June 2001 Lion Harbourview Lounge, Michael Fowler Centre, Wellington

The meeting commenced at 6.10 p.m.

The Chair, Peter Dengate Thrush, welcomed everyone, including those on-line, to the AGM and asked Simon Blake to outline the electronic facilities operating.

PRESENT:

Members:

Jonathan Ah Kit (reclaimed proxy), Carl Armstrong, Stephen Bell, Simon Blake, Richard Bourne, Jordan Carter, Keith Davidson, Robert Dawson, Roger De Salis, Dwight De Backer, Peter Dengate Thrush, David Farrar, Grant Forsyth (CLEAR - 4 Corporate votes), Howard Frederick (and holding Unitec's one Corporate vote), Bob Gray, Rachel Hamilton-Williams, David Harpham, Perce Harpham (reclaimed proxy), Mark Harris, Steven Heath (reclaimed proxy), Mike Henderson, John Hine, Wayne Leong, Andy Linton (reclaimed proxy), Frank March, Andrew Mason, Peter Mott, Angela Mott (attended, did not reclaim proxy), Lin Nah, Richard Naylor, Philip Plane, Simon Riley, John R Rumsey, James Scott, Greg Shaw, Jenny Shearer , Rick Shera, Don Stokes, Simon Stokes, Chris Streatfield, Brendan Sue, Joop Teernstra, John Vorstermans, Lesley Walker, David Zanetti, Aidai Tavassoli.

In Attendance:

Sue Leader (Executive Director)

PROXIES:

Held by: (Full List)

APOLOGIES:

Colin Jackson, Ernie Newman, Ewen McNeil, Dennis Veilhand, Roger Hicks, Neil Miller, Jennifer Northover, Drew Whittle, Rachel Hamilton Williams, Richard Naylor, and Christopher Cormack.

AGM01-49 (MOVED: Chair/) "THAT the apologies be sustained". CARRIED UNANIMOUSLY

MINUTES OF 2000 AGM

AGM01-50 (MOVED: Chair/) "THAT the minutes of the 2000 AGM be accepted as a true and accurate record of the meeting." CARRIED UNANIMOUSLY

MATTERS ARISING

There were no matters that are not to be covered elsewhere.

CHAIR'S ANNUAL REPORT

The Chair was handed to Secretary Frank March for the duration of the report. Peter Dengate Thrush presented his report to the meeting, highlighting the main points by a PowerPoint presentation.

AGM01-51 (MOVED: Acting Chair/) "THAT the Chair's Annual Report be received."

Discussion:Frank noted that Peter is not standing for Council : this is his final meeting. I am sure at the appropriate time he will receive thanks, but in meantime my personal thanks to Peter for his work. Motion CARRIED UNANIMOUSLY

Peter Dengate Thrush resumes the chair.

EXECUTIVE DIRECTOR'S ANNUAL REPORT

Executive Director, Sue Leader presented her report to the meeting noting that it was on the website at (link)  highlighting the main points by a PowerPoint presentation.

AGM01-52 (MOVED: Chair/) "THAT the report of the Executive Director be received." CARRIED UNANIMOUSLY

REBRANDING

The Executive Director made a presentation on rebranding. Three potential names and a selection of logo design concepts were presented. The Executive Director stressed that the logo design concepts were a type of "thinking out loud" type of exercise with a view to reach consensus on s design approach, not finalised logos.

After discussion

AGM01-53 (MOVED: Chair/Linton) "THAT the Internet Society of New Zealand rebrands itself." CARRIED UNANIMOUSLY with 88 people voting from the floor)

(MOVED: Chair/Farrar) "THAT the Internet Society of New Zealand commence rebranding itself as InternetNZ."

Two Amendments were put:

• (MOVED: Nah/Ah Kit) "THAT the Society run a public competition for a new logo to go with our new name, the process to be completed in 2 months."
• (MOVED: ?/?) "THAT the motion be amended to include 'using the existing logo in the interim'"

These were accepted as friendly amendments, so the motion became:

AGM01-54 (MOVED: Chair/Farrar) "THAT the Internet Society of New Zealand commence rebranding itself as InternetNZ and the Society will run a public competition for a new logo to go with our new name, the process to be completed in 2 months. The Society will continue using the existing logo in the interim" CARRIED

Against: Rachel Hamilton Williams & Anor (?)
Abstentions: one
(Online re: InternetNZ: For: 3, Against: 1)
(Online re: logo competition: For: 5)

BUSINESS PLAN

The Executive Director was prepared to give a background presentation Business Plan Narrative/Budget Presentation, however the members present indicated they had sufficient information in advance of the meeting. The Executive Director noted that the Business Plan had been unanimously approved by Council.

AGM01-55 (MOVED: Davidson/Shera) "THAT the Business Plan be adopted. CARRIED

Against: David Harpham & proxies, Peter Mott & proxies
Abstentions: Heath (& proxies?)
(Online: For: 2, Against: 1, Abstentions: 1)

BUDGET

The Treasurer, Keith Davidson presented the Budget. He noted that the Budget had been on website for some time and the Business Plan had just been approved.

(MOVED: Treasurer/Carter) "THAT the Budget be adopted.

(MOVED: Farrar/Nah) "THAT the motion be amended to add to the Budget $3000 for relevant staff training."

This was a accepted as a foreshadowed friendly amendment so the motion became:

AGM01-56 (MOVED: Treasurer/Carter) "THAT the Budget as circulated, with the addition of an extra $3000 for relevant staff training, be adopted. CARRIED

Against: Mott, David Harpham, Brendan Sue, Bob Gray
(Online: For: 2, Against: 1, Abstentions: 1)

ANNUAL ACCOUNTS

Treasurer- the Audited Accounts have been on website for some time. The one issue missing was some comment on the Domainz retained earnings as 31 March 2001. Domainz accounts were only delivered to us 2 hours ago. Domainz made a net profit of $1,592,000 for the year, dividend of $537,000 to ISOCNZ and the retained earnings after dividend $1.85m.

AGM01-57 (MOVED: Treasurer/Streatfield) "THAT the Audited Annual Accounts be accepted." CARRIED UNANIMOUSLY

APPOINTMENT OF AUDITOR

(MOVED: Treasurer/Hine) "THAT we reappoint Martin Jarvie as auditor."

(MOVED: Scott/) "THAT the motion to reappoint auditors be withdrawn."

and

(MOVED: Scott/) "THAT membership agree to hold off reappointment until SGM at which stage look to Treasurer to put a recommendation."

This was accepted as an amendment to the motion.

AGM01-58 (MOVED: Treasurer/Hine) "THAT the appointment of an Auditor be deferred to the SGM for the Constitutional Changes when the Treasurer will make a recommendation." CARRIED UNANIMOUSLY

(online vote 4 In Favor)

8:10 - Meeting adjourned for a ten minute break

8:22 - Meeting reconvened

CONSTITUTIONAL CHANGE PROPOSALS

After substantial discussion as to how to proceed, the Constitutional Proposals were dealt with by discussion of each of the sections a) - f) in the Executive Summary . A vote to take place online as soon as possible next week, noting that the motions as written are Policy decisions from the AGM, not the Constitutional amendments themselves. The Constitution itself will be written by the WG and lawyers, taking into account the online vote on motions AGM01-1-46, and then put forward at the SGM.

AGM01-59 (MOVED: Farrar/Shera) "THAT the AGM resolves that the following resolutions relating to Constitutional Amendments (motions AGM01-1-46) are Policy decisions only and not amendments to the Constitution". CARRIED UNANIMOUSLY

• Noted : Farrar stated for the record that anything less than a two-thirds majority in support for any motion is not morally binding and will not be included in the new Constitution.

AGM01-60 (MOVED: March/Nah) "THAT the Chris Streatfield and the members of the Constitutional Review Working Group be thanked for all their work." CARRIED with Acclamation

ELECTION OF COUNCILLORS

Each candidate had the opportunity to make a 90 second presentation.

AGM01-61 (MOVED: Secretary/ Frederick) "THAT nominations be closed" CARRIED UNAIMOUSLY

AGM01-62 (MOVED: Secretary/Treasurer) "THAT the 10 highest polling candidates have 2-year term and the 11th highest polling a 1-year term." CARRIED UNANIMOUSLY

REPORT FROM SRS IMPLEMENTATION OVERSIGHT COMMITTEE (SRSIOC)

The Chair of the SRSIOC, Bob Gray, presented the report .

A series of questions were put to the Chair of the SRSIOC by Frank March speaking from the floor on behalf of Colin Jackson who was not present.

(MOVED: March/Bourne) "THAT officers of ISOCNZ be disbarred from being members of the board of any company owned by the society to take effect after the election of officers at this AGM (see AGM01-71).

Motion deferred.

AGM01-63 (MOVED: Gray/Farrar) "THAT the report of the SRSIOC be accepted" CARRIED

Against: Harris
Abstention: Blake, David Harpham

Harris asked the Chair of the SRSIOC why he, as a member of the SRSIOC, had not received a copy of the report or any email for the last month.

The Chair of the SRSIOC replied that he had removed Cr Harris from the Committee and apologised for not informing him.

Cr Harris found it unacceptable that he had been removed without being informed.

AGM01-64 (MOVED: Harris/) "THAT the meeting pass a vote of censure in Chair of the SRSIOC for not informing member of action taking place as this was reprehensible behaviour."

AGM01-65 (MOVED: Armstrong/De Salis) "THAT this motion be discussed in committee" CARRIED

Against: Harris

The Meeting Goes Into Committee - the public was also asked to leave the IRC and video links

Cr Shera suggested using the AUP-complaints appeal process. Cr Heath suggested it be dealt with at the next Council Meeting with Mark invited to attend. The Chair prefers not to tie it to a specific procedure and suggests to refer to incoming Council with Mark able to participate.

AGM01-66 (MOVED: Chair/David Harpham) "THAT the incoming Council be directed to deal with the complaint that has been raised by Mark Harris at this meeting at its next Council Meeting, and that Mark Harris be given every opportunity to participate in the resolution of that complaint" CARRIED

Abstentions: Harris, Gray

AGM01-67 (MOVED: Hine/Mott) "THAT the meeting move out of Committee" CARRIED UNANIMOUSLY

The Meeting moved out of Committee and members of the public invited to return

• AGM01-68 Point of Clarification (Harris): Does this mean the motion of censure is withdrawn or has to lie on the table?
  Chair: The Motion is referred to the Council Meeting.

DRS REPORT

The Chair of Domainz, Cr Bob Gray, gave an update of the Hunter Group Report.

AGM01-69 (MOVED: Chair/Hine) "THAT the DRS report be received" CARRIED UNANIMOUSLY

(MOVED: March/Frederick) "THAT officers of ISOCNZ be disbarred from being members of the board of any company owned by the society to take effect after the election of officers at this AGM.

(MOVED: Hine/) "THAT the motion be amended to read 'THAT the chair of ISOCNZ should not be on the board and further the Secretary or Treasurer should not hold office on the Domainz Board nor should Secretary or Treasurer be chair of Domainz board'."

AGM01-70 (MOVED: Farrar/) "THAT the motion be put after the next speaker". CARRIED UNANIMOUSLY

After several rewrites this amendment was accepted as a friendly amendment.

AGM01-71 (MOVED: March/Frederick) "THAT the Chair of ISOCNZ shall not be on the Board of Domainz, nor shall other officer holders in ISOCNZ hold office in Domainz; Councilors of ISOCNZ can be on the Board and can hold office in Domainz" CARRIED

(A count was called from the Floor - For: 36, Against: 29, Abstentions: 13)

Total with Online votes -

For: 42
Against: 30
Abstentions: 13 (De Salis, Davidson)

AGM01-72 (MOVED: Shera/) "THAT, subject to legal advice as to whether it is possible and as to whether there are any better alternatives, Council be directed to pass a Shareholders' Resolution of the NZIRL at the next scheduled Council Meeting, amending NZIRL's Constitution to provide that where the NZIRL Directors consider that there is or may be a conflict between the best interests of NZIRL and the best interests of the Society, the Directors shall act in the best interests of the Society. CARRIED UNANIMOUSLY

ELECTION RESULTS

The following people were elected as Councilors - the first 10 for a two year term, and eleventh for a one year term.

• Farrar
• Streatfield
• Riley
• Frederick
• Whittle
• Northover
• Bourne
• De Salis
• Mott
• Teernstra
• Russell

The Chair congratulated incoming Councillors, and commiseration's to those not chosen, and encourage all to be involved in Working Groups etc. ACCLAMATION

AGM01-73 (MOVED: Chair/Nah) "THAT the ballot papers be destroyed."  CARRIED UNANIMOUSLY

AGM01-74 (MOVED: Farrar/Heath) "THAT the remaining notified motions (AGM01-47 & 48) be withdrawn because of the hour" CARRIED UNANIMOUSLY

AGM01-75 (MOVED: De Salis/Davidson) "I move on behalf of the Council THAT this meeting moves a vote of tremendous thanks to Peter Dengate Thrush for his all his efforts and in particular his efforts in the international arena" CARRIED UNANIMOUSLY with acclamation

AGM01-76 (MOVED: Ewen McNeill - online in Belgium/Farrar) "THAT this Society confirms its desire to have a shared registry system implemented as soon as reasonably possible". CARRIED UNANIMOUSLY

The Chair congratulated the meeting on the maturity and tone of the debate.

Meeting Closed at 12:35AM

© 2001 InternetNZ
Last updated 10 December 2001