Constitutional Review Working Group Explantory Document

Preamble

"More Membership Participation" sums up the philosophy that has driven most of this Working Group's work on the ISOCNZ Constitution, and informs the proposals we are putting forward for this AGM.

The Working Group has taken the existing Articles of Association, Bylaws and some policy documents as the basis from which to work. Our primary aim has been to ensure smooth continuity while attempting to tackle the inconsistencies, anomalies and exclusions that exist in the current structure.

The Working Group has not yet completed the Terms of Reference and will continue its work in the forthcoming ISOCNZ year. Areas still to be covered are:

• Ethics of Councillors;
• further work on the "Bi-directional" Communications Members / Society;
• mailing lists;
• timing and methods and rules for calling and holding of meetings (Council and Society);
• the probity of Councillors concurrently holding a position on the Board of Domainz;
• the Objects of the Society;
• writing up of Job descriptions for Councillors, SC Chairs, Officers;
• writing up of the principles for Constituencies (dependant on approval of Constituencies at the AGM).

One fairly constant complaint, typified by an "us and them" argument, is the remoteness of the management process from the membership. There is currently no "constitutional" right of participation by members in the functioning of the Society. Members are currently left to express their displeasure/disappointment of the regime in place at any one time, by their (only) vote at the AGM or by a fairly cumbersome process of calling an SGM. We have attempted to fix this problem while recognising that those making a serious commitment of time and energy to the functioning of the Society should also have their rights and commitments constitutionally recognised.

We have not attempted to move the Society to a participatory structure, as some have suggested, but our proposals are aimed at bringing the Society into line with most other member-based Societies where the members can all volunteer their time to undertake the work of the Society in the areas where they are most interested/qualified.

We hope that the proposals we are making will better enable the Society to fulfill its responsibilities for the future, and in particular create a structure where the technical side of the Society dealing with the *.nz management can be defined separately from the social side dealing with education and general policy and social activities. The points below follow the sequence of the proposals document.

Detailed Explanations of the specific proposals.

1. Council Issues

Officers

The WG feels very strongly that the Officers of the Society should be elected from the floor of the AGM separately from the rest of the Councillors.

President

The role of Chair of the Council has always been important but with the advent of the International aspect of ccTLD management the role has been "elevated" even more and we feel that the result has been that the Chair of Council has become de facto Chair of the Society, both at home and abroad, and we feel that the position should be recognised as such by changing the title to President, representing the Society at every level. Equally important with the changing importance we feel that the membership should have direct say in who should fill the role.

Vice-President

Along with the changes outlined above the workload has also increased, and considerable burden is now placed on the role. In order to ensure that the workload can be properly shared we feel it necessary to add a new office, Vice-President, both to assist the President in the workload and to sit-in when the President is absent.

Secretary and Treasurer

The roles of Secretary and Treasurer are intended to remain as they are at present but they will be elected from the floor of the AGM instead of by Council.

There has been some opposition to these proposals, mostly in the form of "Councillors are in the best position to determine who fill these roles". We feel this to be a rather unsound argument because i) Councillors are Ordinary Members until they are elected and ii) the Officers play a very large part in the management of the Society, partly because of the increased amount work that has to be performed to undertake the roles, and partly because they make up the bulk of the Administration Committee (which requires even more work commitment).

Allied to this, the proposal to have all nominations circulated to the Members well before the election (more below), will enable the membership to have a clear understanding and knowledge of each of the candidates.

Size of Council

The WG majority favour keeping the Council size as it is as present with 20 sitting members. The composition in the longer term will be affected, if our proposals are accepted by the Members, in the way shown. We feel that the total workload can best be managed by a Council of more-or-less the current size, and we accept the argument that a larger Council is less open to "capture". One member of the WG, with some support from the messages on the Member's mailing list favours a smaller Council. The argument is that a smaller Council will more easily facilitate decision making.

Terms of Office

The WG proposes that the terms of office of both Councillors and Officers be set at a two year term, with 50% of seats being elected annually. We are therefore proposing that the clause in the Articles on terms of office being set by the AGM be replaced accordingly

Council Powers

We are making a series of proposals here to formalise process. Currently Standing Committees are made up of Councillors only. The current policy document on the matter specifies that the Convenors of all Working Groups must be Councillors. Ordinary Members can be seconded by Council to participate in WGs. The WG propose that there is no reason to insist on either Standing Committees being composed of only Councillors or that WG Convenors must be Councillors.

On Member Participation in the Society

There has been an on-going discussion within Council on a positive step towards a more "governance"-based process and a less "doing" process. Opening up the Committees and WGs to Ordinary Members would be of great benefit in carrying some of the workload, leaving Council to focus on governance, while not in any way jeopardising the work of the Society. There are multiple additional benefits of course. The Members are a very knowledgeable group of people and many would be willing to commit some time and effort to (what is often rather stressful) ISOCNZ work. If any proof were needed, the shining example has been the ISWG. The WG carried out a very considerable amount of work in a fairly short period and was a) convened by an Ordinary Member and b) the Working Group was mostly made up of Ordinary Members. Members, by being able to participate in the ongoing work of the Society, gain insight into the work required and an understanding of the different roles the Society has. Every other Society I know about has this involvement of the Members and it is a sound training ground for those who want to stand for elected office.

Removal of Officers

The proposal of changing the process to remove an Officer is to bring this into line with the practice concerning elected Councillors. If Officers, like Councillors, are going to be elected from the floor by the members then the disciplinary process should be made the same.

Filling Council Vacancies

We propose that the process should be the same as any other elected positions in society as a whole, vacancies should be filled by the same people who filled the seat in the first instance, that is via a by-election. The WG also therefore intend that all clauses in the Articles referring to co-option shall be struck out.

Job Descriptions

There are some existing guidelines set out for some roles within ISOCNZ. Particularly concerning the last AGM when several people were elected to Council who had not previously been involved with any elected role in the Society, there were requests that the work of being on Council be set out. With proper (generic) job descriptions, the roles are clearly defined and any person intending to stand for election will be able to request the definition. The Working Group has accepted the responsibility of drafting the necessary documents in consultation with incumbents in the various positions.
2. Electronic Special General Meetings (e-GM)

The WG has tried to move the processes of the Society towards a more electronic communication functionality, hence the issue of a Member supplying, and maintaining, a working email address. In such a mode the WG is making some further proposals for electronic SGMs (that become e-GMs) and we are looking to the MEP WG to propose a variety of operational electronic voting options to further assist this process.

From an early stage in our discussions of flexibility, Member access and Council/Member relationships, the WG determined that we should wherever possible make proposals that are based on electronic mechanisms. From a flexibility point of view, e-GMs are a step forward from the somewhat cumbersome and expensive normal Special General Meetings. Because an e-GM is easier to call and run than an SGM, the threshold for a binding decision is higher. This rationale carries over into the higher participation required for a binding veto decision. In our view roughly the same level of interest can lead to higher turnout with easier methods of participation, so we have tried to allow for this with the e-GM quorum rule.

We would expect that an e-GM would never be authorised for such matters as dismissal of an elected person, and by definition cannot take place if there is a need to modify the motions or make amendments to motions. The mechanism is there for use in situations where a membership wide vote is desirable on single topic matters.
3. Veto (A special form of the e-GM)

If Council makes a decision that the majority of members do not agree with, this provides a quick and effective method of holding a membership vote on the issue. This actually safe-guards the Council against accusations that it is out of touch with the membership because Council can point to the fact that the membership have endorsed their position either explicitly by a membership vote or implicitly by not having at least 5% formally objecting. We have included the term "substantive" because we do not believe this mechanism should be used to deal with day-to-day administrative detail nor to financial issues concerning administrative expenditures. Hence the minimum limit of extra-budgetary financial expenditure to be exposed to this proposal.

4. The AGM

Financial Year

The WG proposes that the current convention of the financial year of the Society which runs from the 1st April to the 31st March be put into the Constitution.

Date of the AGM

Our proposals include moving the AGM to an earlier date in the year. Holding an early AGM allows the meeting to be a forward looking part of the budget and planning process, rather than simply a reactive adoption of accounts and accepting a budget that has been in force for three or four months. It ensures that Members have their say in the budget and business plan for the forthcoming year. All-in-all a change as proposed will turn the AGM into a dynamic forward-looking planning process and away from a more traditional historical perspective.

Nominations and Voting

We propose that all persons wishing to stand for election should be nominated well in advance of the AGM and we expect that the nominations along with both biographies and election statements for each candidate will be circulated to all Members at least two weeks prior to the AGM. This will serve multiple purposes.

1. It will give all members full information on the personnel standing for office so enabling a proper informed electorate,

2. It will enable those unable to attend the AGM to cast their votes in advance of the AGM.

The WG is expecting that such pre-AGM voting will be by electronic means and that such votes will be secret and not counted before the AGM. All such votes will be handed to the election scrutineers at the AGM who will incorporate them into the votes cast from the floor. We view this mechanism as a form of electronic postal voting. We believe it to be a more rational way to enable those unable to attend the AGM to vote on the important management and Constitutional issues than the traditional use of the Proxy Vote. We expect that this mechanism will in no way interfere with Member participation on-line, during the AGM itself, which will continue while there is Member demand.

The WG has deliberately not proscribed a Member being nominated both as an Officer candidate and as a Council candidate. The proscription lies only in that a Member cannot hold both positions. If a Member standing in both an Officer election and a Councillor election, is elected as an Officer then they must withdraw from the Councillor election. If the Member is not elected in the Officer election then the nomination will continue to stand in the Councillor election. We are not suggesting this should be an automatic process. The Member must be nominated to both elections to be eligible to stand in both.

Removal of Proxies

With early voting in place, it is possible for the WG to propose that proxy votes should in future be disallowed and that nominations for elected office cannot be made from the floor of the AGM. We also propose that any Constitutional amendment proposals be treated in the same manner. These processes will ensure that all Members can cast their votes personally on the two most important aspects of management of the Society even if they are unable to be present at the AGM.

Preferential Voting

The WG is recommending the method of Preferential Voting in all future elections. This process, where Members indicate the order of preference of candidates, creates a more balanced election. The process sounds rather complex but in effect works likes this:

1. Where there are multiple seats up for election all candidates that poll 50%+ are elected and removed from the list.

2. The remaining candidates are sorted and the lowest polling candidate is removed from the list and the alternative preferences for that candidate are redistributed amongst the remaining candidates. This process continues until a candidate now reaches the 50%+ threshold. That candidate is removed from the list. If all the seats are not filled then the lowest polling candidates that have been removed are put back into the list and the process is repeated until all the seats are filled.

This process can be operated from a computer programme and the WG is now attempting to source a suitable application to perform this task. By the time of the AGM this material should be known to us and its use will be recommended to the AGM for adoption.

5. Organisational Membership restructuring and Constituencies

The WG discussion on these topics started with an examination of the role of the IAG and its failure to function adequately as both a channel of communication between the Council and the Organisational members and as a forum for debate within the corporate sector with interests in ISOCNZ. From this debate rose the clear understanding that a large part of the problem stemmed from the broad and disparate nature of the IAG members themselves. Allied to this, and so incorporated into our debate, is the restructuring of the management of the Registry and the separation of the two functions of Registry and Registrar with the implementation of the SRS.

We identified the areas of interest that we believe will be of paramount importance to both the Registry Manager (ISOCNZ) and the industry closely involved with the use of the Registry. We additionally identified a group, the domain name owners/holders, that should also have fairly close consultation over policy concerning the Registry (management).

As the process of the implementation of the SRS is now in train, the WG want to ensure that the Society is not, as has mostly been the case, running to catch up with events. We propose a structure that will ensure direct participation of the industry players, and the DN owners/holders, in the policies surrounding the SRS. There has already, although tardily, been vocal opposition to the structure we are proposing, but so far no one has been prepared to put forward a more rational structure that will attempt to satisfy all needs. The WG is also therefore proposing that the clauses referencing the IAG be modified or struck out.

We are expecting that the Society will broadly divide between technical and social issues following the final implementation of the SRS. Our proposals, we feel, will best enable this to be a "seamless" division, with the Council operating as the co-ordinating body between the two "halves". We have been persuaded by sound and powerful argument, that we should expect that the Appointed Councillors take the same responsibility and commitment to the Society as the membership elected Councillors.

In the event that an appointing body (a Constituency) fails to supply the name of an Appointed Councillor to the Secretary at the appointed time prior to the AGM, the seat for that Constituency will be deemed vacant and the seat will be filled by an elected Councillor. It is the WGs intention that Constituency seats can only be filled at the AGM.

The WG has committed itself to writing up the broad outline structure that Constituencies would need to fill out with their own rules. This broad outline will be a set of principles that will reflect a commitment to the Society. We have no wish to create a structure that will be in direct contradiction to the Constitution or Council or to the roles set out here. The Constituencies are part of the Society, not some alternative to it.

6. Membership Issues

Abolition of Associate Member Status

ISOCNZ offers discounted membership rates for associate membership, but these Members should have the same rights as other Members. We propose continuing membership discount for specific groups, but not a separate class of membership. The WG expects that the Society will ensure that applicants for the reduced subscriptions will satisfy the necessary conditions.

Ordinary Member Issues

The WG was asked to examine the various issues surrounding membership of the Society under the current rules, particularly the issue of verification of a person and multiple membership. The WG came to the conclusion that verification of a "person" was extremely difficult and with the advent of on-line subscription effectively impossible, as not even the old method of a signature would be available. We determined that it was acceptable to specify, in the rules, that one "natural" person may only hold one membership, that a member joining or renewing membership must supply a working email address, and that any specific rule governing verification should be deferred until the NZ e-government initiative reported how it was intending to verify individuals. The Society may well adopt the use of the government's policy once it is available. The email address is important, not only for some very limited form of verification, but also for the forthcoming on-line voting rights. The email addresses will be the Society's "electoral roll" for such votes.

Subscription Levels

The WG is expecting to leave the current process of the setting of subscription levels as it is. The Council recommends a fee level for each category of Membership to the AGM for ratification. This seems to us to be a sound mechanism. In general our approach has been to not make any recommendation if the current process is satisfactory.

Financial / Unfinancial Status

We received some complaints that the current six months of full membership rights following the lapsing of a subscription was itself an anomaly. A Member should cease to be a full member at the time when the subscription ends. As such the WG has clarified the position. We include a requirement that the Office must also be timely in its invoicing and reminder policy.

To avoid any potential for abuse of the membership system to political ends, we have included a provision that members are unable to vote in an Annual General Meeting until they have been financial for at least fourteen days.

Member involvement in WGs and Standing Committees

We hope that all members who wish to involve themselves in the work of WGs and Standing Committees will indicate the areas of the Society's work that they are interested in. The Membership is an extensive and valuable resource for the Society and enabling a tapping of this resource can only be of benefit to all Members and the Society. For this reason we are recommending that on joining the Society or renewing membership, a facility be provided on the hard-copy form and on the web-site subscription page, so that members can indicate the areas of interest to them in the Societies work.

Fellows

The WG have been formally requested to include the position of "Fellow of ISOCNZ", a position that already exists, implemented on the strength of a policy document ratified by Council some three years ago. As there is likely to be some more nominations to the status of Fellow it is certainly important to include the rank as part of the Constitutional Structure of Membership. The process of removal of a Fellow will be subject to the same rules as all other members.

Termination of Membership by the Society

It is unusual for a membership based society not to have the right to terminate a membership in certain situations where a Member is acting against the interests of the Society. We examined the issue and determined that a fairly arduous and lengthy process should be created to prevent malicious use of the process and to best protect the interests of the member/s should this step occur. We decided that the process has to be possible, but difficult, or it is not worth implementing at all. We have included the whole procedure as part of our proposals to ensure that there will not be arbitrary modification of the process to suit the Council of the day.

7. Honoraria

The WG proposals on Honoraria are recommendations to Council on process and an expectation that Honoraria will be included in the budget. The intention is that Council should determine the remuneration of Honoraria to the recipients based on their performance, and not have such payments made automatically.
8. Strategic Planning

Currently the Council meets, with external parties, on a semi-regular basis to formulate a strategic plan for the next few years for the direction of the Society. While this plan is published to the membership, there is currently no input sought from the Members prior to the formulation of the plan or Members being included in its construction. With the various aspirations for more involvement of the Members in the functioning of the Society as laid out above, it is the expectation of the WG that the Members will be properly integrated into the process of creating the Strategic Plan in the future.

9. Electronic Communications

The bulk of all communication from the Society to the Members should be exclusively in electronic format. We have been specifically requested to include a point that such communications be in non-propriety format (effectively ASCII text). We would expect that some documentation does not easily fall into this format, especially such documents as the election material noted above and documents concerning Constitutional amendment where formatting can be an important part of what is being transmitted. We expect all important documentation to be placed on the ISOCNZ web site and so if such documentation has to be transmitted in a properly formatted way the Members can choose to not use the attached document but go to the web site and obtain the material there.

10. Indicative Election of Officers

This is a one-off process that the WG feel would be useful and show "good faith" with the Members. The principle is that the incoming Council will put together a list of nominees for the positions of Officers of the Society and have an electronic vote of the membership in the period between the AGM and the Council meeting one month later. The procedure has to take account of the individual's right to stand or not for an Office.

The idea behind this is that (if our proposals are adopted) in future Officers will be directly elected by the Members. For this current year Council will still have to elect the officers within one month following the AGM. We also ask Council to include the new post of Vice-President in their election process. With the indicative election there will be feedback from the Members for Council to consider in that real election, but the indicative election cannot be binding on Council. Of course if only one person is nominated to a position then no election either indicative or real needs to be carried out.

A variety of minor recommendations are included in our proposals generally, such as

1. the Secretary being the default contact between Members and the Society, rather than the variations that currently exist in the Articles.

2. The person chairing General Meetings will in future normally have a deliberative as well as casting vote.

3. All time-scales for presenting of materials to the Society in advance of General Meetings and so-on be made uniform.

4. That the Bylaws be modified to reflect the changes incorporated into the Constitution

5. That all references to "the Chair" in the Articles be modified to "the President" in line with the proposal to rename the position.

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Last updated 5 June 2001