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Minutes AGM 06/07/02

Minutes of AGM of InternetNZ held 6 July 2002 InternetNZ Boardroom, L4, 4 Bond Street Wellington

Status: Draft

The AGM notified for 1000, Saturday June 29 2002 at Rutherford House Lecture Theatre, Wellington failed to reach quorum by 1030 and was adjourned. Those present took the opportunity to hear a presentation by the new Domain Name Commissioner as she would be unable to attend the reconvened AGM.

The AGM was reconvened at 1100 on Saturday July 6 2002 at the Society's Offices.

1. WELCOME

The President welcomed those present and noted that this was a reconvened meeting as the meeting set down for 29 June 2002 at 1000 which had failed to reach a quorum. He pointed out that there was not a quorum of members at this meeting, but the Constitution required the meeting to proceed. He mentioned that he saw the lack of members present as a vote of confidence in the present course the Society is taking.

The Executive Director explained the voting procedures then left to consult with the Technical Manager.

2. ATTENDANCE

a. Present

  • Both Meetings :
    Jonathan Ah Kit, Keith Davidson, Steven Heath, Lesley Hughes, Frank March, Bill Parkin, Steven Rose, John Rumsey, Greg Shaw, Don Stokes, Chris Streatfield, Lesley Walker
  • First meeting only:
    Richard Bourne, Jordan Carter, Roger De Salis, John Hine, Susan Hobbs, John Vorstermans, David Zanetti
  • Second meeting only:
    Stephen Bell, Peter Dengate Thrush, Mark Harris,

b. Proxies

Held by: (Full List)

Both meetings

Second meeting only

C Streatfield

1

1

S Heath

2

K Davidson

4

F. March

1

J Ah Kit

1

c. Apologies (combined meetings)

  • Both meetings:
    David Archibald, David Farrar, Howard Frederick, Bob Gray, Colin Jackson, Ewen McNeil, Richard Naylor, Simon Riley, Rick Shera, Joop Teernstra, Nick Wallingford, Drew Whittle,
  • First meeting only:
    Jennifer Northover
  • Second meeting only:
    Richard Bourne, Jordan Carter, David Zanetti

AGM02/77 MOVED : (President/Harris) "THAT the Apologies be sustained" CARRIED UNANIMOUSLY

3. MINUTES OF 2001 AGM

AGM02/78 MOVED : (Streatfield/ Treasurer) "THAT the Minutes of the Annual General Meeting held on 21-22 June 2001 be accepted as a true and accurate record of that meeting" CARRIED UNANIMOUSLY

4. MATTERS ARISING

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

5. ANNUAL REPORT OF COUNCIL

The President spoke to his published report . He noted:

  • Dividend from Domainz allowed continuation of Implementation of the SRS
  • The Admin Committee had been very active
  • Domainz had appointed 2 new directors, but one has since resigned
  • The "Brown Defamation Case" was relatively resolved although there is still dialogue between Patrick O'Brien and the Board of Domainz
  • Domainz AGM had been held and a successful year reported. The President offered thanks to the Staff and Management of Domainz for successfully working in a change environment.
  • It has been an active year in International Affairs
  • The Internet2 project is now underway
  • The ISP Forum last November was a successful event hosted by the Society. The challenge now is to assist ISPs with self regulation
  • Legal and Regulatory Committee have been active and have raised the level of credibility the Society as with government
  • The Society has successfully rebranded to InternetNZ, now avoiding any confusion with ISOC.
  • .maori.nz has been a successful 2nd level domain application process
  • Implementation of the SRS is progressing well with the target of October achievable
  • Staff of InternetNZ were complimented on a good year's work
  • From the Planning Day the Council is continuing to evolve a process to categorise and prioritise tasks
  • The year has seen significant progress for the Society dominated by the implementation of the SRS and application for .maori.nz

The President thanked outgoing Councillors for their input during the year, particularly Cr Gray with his work in setting up the processes for the SRS Implementation and the President noted the work of outgoing Treasurer Steven Heath who was also closely involved with the 2nd level domain applications.

AGM02/79 MOVED : (Dengate Thrush/Harris) "THAT the meeting receives with great pleasure the President's report on Council Activities for the year" CARRIED UNANIMOUSLY

6. VOTING

Voting was unable to be completed on the computers in the room so papers were handed out for the election of Treasurer, for those in the room who had not previously voted on line.

AGM02/80 MOVED: (?/?) "THAT nominations be closed" CARRIED UNANIMOUSLY

Scrutineers were appointed

AGM02/81 MOVED : (President/Stokes) "THAT John Rumsey, Jonathan Ah Kit and the Executive Director be appointed scrutineers" CARRIED UNANIMOUSLY

7. ELECTION RESULTS

a. Treasurer

Result of the Election for Treasurer was declared:

  • C. Streatfield 26 votes
  • P. Harpham 16 votes

Chris Streatfield was declared elected Treasurer.

b. Councillors

Further nominations for Council were called for.

It was noted that those previously voted for on line were deemed to be elected

Additional Nomination:Grant Forsyth (nominated by President)

Nominations were closed.

The following people were declared elected as Councillors:

  • Jordan Carter
  • Bert Felt
  • Grant Forsyth
  • Bill Parkin
  • Nick Wallingford
  • Michael Wallmannsberger

Voting results

8. RESULTS OF CONSTITUTIONAL AMENDMENTS

The following motions were part of the pre-AGM online voting process and were also voted on by those present at the AGM who had not previously voted online.

a. AGM02/82 MOVED : (Streatfield/Hobbs) (Online Motion 1 - Change to rule 15)

CONSTITUTIONAL AMENDMENT

To be inserted in the Section 15. RULES as paragraph 15.8 (or numbered accordingly if other amendments are further inserted)

PRECISE AMENDMENT

"15.8 Any interpretation of these rules, required for the proper conduct of the Society, shall be addressed to the Admin Committee, comprising at a minimum the Officers of the Society, for a ruling. The Admin Committee may refer the matter to external expert advice. If the ruling requires an amendment to be made to these rules, the decision will be an interim decision pending approval of the Constitutional amendment made under Section 15 of these rules." LOST

For: AGM: 0, Online:17, Total: 17

Against: AGM: 13, Online: 19, Total: 32

Abstention AGM: 0, Online: 2, Total: 2

b. AGM02/83 MOVED : (Streatfield/Hobbs) (Online Motion 2 - Change to Termination of Membership)

CONSTITUTIONAL AMENDMENT

To be inserted in the Section 4. TERMINATION OF MEMBERSHIP as sub-paragraph 4.1. a (or numbered accordingly if other amendments are further inserted)

PRECISE AMENDMENT

"4.1.a Any Member who resigns their membership in the Society will not be eligible for re-subscription to the Society as laid out in Section 3 of this Constitution for a minimum of one year to take effect from the date of resignation." LOST

For: AGM: 0, Online: 10, Total: 10

Against AGM: 9, Online: 27, Total: 36

Abstention AGM: 1, Online: 1, Total: 2

c. AGM02/84 MOVED : (Streatfield/Hobbs) (Online Motion 3 - Council Members)

CONSTITUTIONAL AMENDMENT

To be inserted in Section 6. COUNCIL
Under Vacancies on Council as paragraphs 6.9 and 6.10 (or numbered accordingly if other amendments are further inserted)

PRECISE AMENDMENT

"6.9. Council Members or Officers will have been deemed to have resigned their position if they fail to attend three consecutive properly notified meetings. The date of resignation will be the date of the third consecutive meeting that the Councillor or Officer failed to attend. Vacancies occurring under this paragraph will be filled by Member ballot in an electronic by-election unless there is less than 3 months left on the term of office.

a. The definition of "Meetings" for the purposes of paragraph 6.9 will mean any meeting of, or on behalf of, the Society, to which the Councillor or Officer by dint of their position would normally be expected to attend.

b. The term "properly notified" for the purposes of paragraph 6.9 means any meeting called with proper notice and to which the Councillor or Officer has received correct timely notification, but excluding meetings, emergency or otherwise, called with less than 48 hours notice.

6.10. Council Members or Officers who resign their positions, either directly or as a consequence of paragraph 6.9, shall not be eligible for nomination to an elected position in the Society, either in elections or by-elections, for a period of one year to take effect from the date of resignation."LOST

For: AGM: 0,Online: 15,Total: 15

Against AGM: 7,Online: 23, Total: 30

Abstention: AGM: 1, Online: 0, Total: 1

d. AGM02/85 MOVED: (Farrar/Heath) (Online Motion 4 - Removal of IAG Council Members)

CONSTITUTIONAL AMENDMENT

SUMMARY OF AMENDMENT

To remove the clause which provides for one member of Council to be appointed by the Industry Advisory Group.

PRECISE AMENDMENT

"That section 5.3 of the constitution be deleted."

Section 5.3 is "5.3 The IAG shall have the right to appoint one person to sit on Council. The appointed person shall be notified to the Secretary not less than 21 days prior to the AGM. The IAG-appointed Council Member must be a financial individual Member of the Society." CARRIED

For: AGM: 10,Online: 35,Total: 45

Against AGM: 0, Online: 2,Total: 2

Abstention: AGM: 0, Online: 1, Total: 1

e. AGM02/86 MOVED : (Farrar/Heath) (Online Motion 5 - To Reduce Council from 20 to 14)

CONSTITUTIONAL AMENDMENT

SUMMARY OF AMENDMENT

To reduce the size of the Council of InternetNZ from 20 to 14

PRECISE AMENDMENT

"That section 6.2 of the constitution be amended by replacing "20" with "14".

And that a transitional section 6.9 be added to the constitution, such clause to last only until the conclusion of the 2004 AGM which states Council shall reduce in size from 20 to 14 by
a) not filling any vacancies amongst Councillors until the size of Council is 14 or less, and
b) limiting the number of Councillors elected at each AGM to a maximum of five unless more are required to make a full council of 14. Any numbers in addition to the five would be for a one year term only." CARRIED

For: AGM: 1, Online: 33, Total: 34

Against: AGM: 9, Online: 4, Total: 13

Abstention: AGM: 0, Online: 1, Total: 1

End of Online Motions.

A Short break was taken

9. ANNUAL ACCOUNTS AND APPOINTMENT OF AUDITOR

The Treasurer presented his Annual Report and the Audited Annual Accounts . He noted that the new Auditor is Grant Thornton and the process this year end was much improved. Income will be increased again this year and the position is healthy.

Discussion :

  • Jennifer Northover stated that she felt the wording in the Treasurer's report that the Society would have been "Insolvent in early 2002" was emotive and too strong and she would like to have it changed. Also she commented that the bullet point about cash flow was unnecessary
  • Treasurer responded that the AGM in 2001 agreed to a "deficit" budget and without the unexpected dividend and Domainz paying for the DRS report the Society would not have had enough money to pay for budgeted items
  • The President clarified that it was known and recognized that if all budgeted items were paid for money would run out, but it was known that there was an intention by Domainz to pay a second Dividend.
  • Treasurer agreed that there was an expectation of Dividend.
  • Frank March noted that when talking about a "budget deficit", the term "insolvent" suggests improper behaviour by Officers and Staff. In this case there was clearly going to be funds coming from Domainz. The Executive Director had pointed out on several occasions that to meet the planned expenditure there was a need for more funds.
  • Treasurer maintained that there was no expectation of more funds.
  • President noted that Domainz was aware of the situation and offered the Treasurer an apology if he was not apprised of this.
  • Peter Dengate Thrush stated that as the Chair of the 2001 AGM he took exception to the Treasurer's claims - the Dividend was expected. He cannot accept a report with that statement in it. The Dividend has frequently been paid over in more than one installment.

AGM02/87 MOVED : (Northover/March) "THAT the Treasurer's report not be received until the wording is changed to reflect a less subjective approach and until typographical errors have been corrected." CARRIED

For: 19, Against: 3 (Treasurer plus his two proxies)

Abstention: 2 (Riley, Rose)

AGM02/88 MOVED : (Streatfield/Harris) "THAT Grant Thornton are reappointed as auditors" CARRIED UNANIMOUSLY

AGM02/89 MOVED : (Harris/Streatfield) "THAT the Audited Annual Accounts for the year ended 31 March 2002 be accepted" CARRIED UNANIMOUSLY

10. BUSINESS PLAN AND BUDGET 2002-2003

The Business Plan and Budget for 2002-03 were presented.

Discussion:

  • The International Affairs allocation of funds was included in the DNC budget which is reported in total, not by line item.
  • Clear delegation lines are required as to who has responsibility for budget items.
  • Executive Director noted that this budget is for the whole of InternetNZ i.e., Council, Office of the Society, Office of the Domain Name Commissioner. The budget refers to the accounting system and is for reporting purposes, is separate from Governance.
  • Confidence was expressed in the planning process and congratulations offered to Council on the presentation of the Budget.
  • Peter Dengate Thrush requested that the budget for International Affairs be increased by $20,000, this to come from the DNC contingencies allowed for the first year of operations, and that $10,000 be tagged to pay for sending more representatives to regional meetings.

AGM02/90 MOVED : (P Dengate Thrush/Parkin) "THAT the International Travel budget be increased by $20,000, of which $10,000 is tagged to allow more attendance to Regional Meetings, to be funded from the contingencies budget of the Domain Name Commissioner." CARRIED

Against: Treasurer

AGM02/91 MOVED : (Streatfield/March) "THAT the Budget as amended be adopted" CARRIED (Acclamation)

Abstention: Parkin

AGM02/92 MOVED : (Treasurer/President) " THAT Beverley Irvine is thanked for her exceptional role as Administration Manager during the year" CARRIED UNANIMOUSLY (Acclamation)

AGM02/93 MOVED : (Treasurer/President) " THAT when any gift is proposed of over $75 that explicit council approval be sought and that any accounting and tax issues be determined before the presentation of the gift, be it monetary or not." CARRIED

Against: Northover

Abstention: Riley

AGM02/94 MOVED : (Parkin/P Dengate Thrush) "THAT the voting papers be destroyed" CARRIED UNANIMOUSLY

11. SRS PRESENTATION

The Domain Name Commissioner and Chair of the New Zealand Domain Name Registry Limited had addressed those present at the original AGM last Saturday and did not attend the reconvened meeting. Those interested who had not heard the DNC were referred to the website www.dnc.org.nz .

12. EXECUTIVE DIRECTOR'S REPORT

The Executive Director spoke to her published report . She highlighted:

  • The Contract had been signed for the Internet2 project
  • IndustryNZ funding has been approved but not yet received.
  • Laurence Zwimpfer has been appointed the lead consultant and his report is due in September.
  • She thanked the Steering Group for their work and noted that two councillors were on that group.

AGM02/95 MOVED : (Northover/Ah Kit) "THAT the Internet2 Steering Group be thanked for their efforts to establish the Next Generation Internet Capability Study" CARRIED

Abstention: Harris

AGM02/96 MOVED: (President/Harris) "THAT the Executive Directors Report be accepted" CARRIED UNANIMOUSLY

13. INTERNATIONAL UPDATE

Peter Dengate Thrush presented a draft report on the ICANN meeting in Bucharest.

14. GENERAL BUSINESS

Foreshadowed Policy Motions :  it was noted a 50% majority was required to pass.

a. AGM Notified Policy Motion #1

The policy this amendment seeks to modify viz.:

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"

was approved at the 2001 AGM. With the instigation this year of the electronic pre-voting (and still not decided that there will be an online participation option) there is a strong likelihood that many Members of the Society may not attend in person. The Officers of the Society are now only elected by the Members so with that in mind I feel the matter should be placed before all Members for a vote although not strictly falling into the category of a Constitutional Amendment.

Motion

Update to policy on relationship between the Council of the Society and wholly-owned subsidiary commercial entities.

Moved: Chris Streatfield
Seconded: Sue Hobbs

PRECISE AMENDMENT

"That Officers of the Internet Society of New Zealand Incorporated (InternetNZ) are barred from concurrently holding a seat on the Board of Directors of wholly-owned subsidiary companies."

RATIONALE

Currently the Society has a binding policy that no Officer of the Society may also be an Officer of Domainz. With the incorporation of the new registry company, New Zealand Domain Name Registry (NZDNR), it is necessary to update the current policy. To avoid the need to have such motions on an on-going basis, and leaving the Society open to some possible difficulties in interim periods, I propose that we do not specify the company name in the motion. This avoids complications if the company name is changed or if new companies are formed. There was, and still is, a possibility that conflicts of interest can arise when an elected Officer is on the Board of Directors of our subsidiary companies.

The Officers of the Society have always played a leading role in setting Society and Council policy. This role is appearing to becoming more important over time. When individuals have private knowledge that may modify their position, objectivity in policy making is almost impossible. For Council there is always the added difficulty that the discussions of the Board are private and so must be unaware of at least some of the strategic thinking of the Board. If this strategic thinking leads into strong arguments in favour of policies that benefit the Board Council can never be sure that it is making the "best" decisions.

Discussion :

  • This is needed to update the policy set at the last AGM which was before the setting up of the New Zealand Domain Name Registry Limited, and which was limited to officers of the Society not being officers of the Board
  • Suggested that this be debated by not decided now
  • Request that members discuss this matter

AGM02/97 MOVED : (March/Treasurer) "THAT notified Policy Motion #1 does lie upon the table" CARRIED

Against: P Dengate Thrush, Treasurer

Abstention: Riley

b. AGM Notified Motion #2

To be added to the approved policies adopted at the 2001 AGM concerning the structure of the WGs and Standing Committees of the Society.

Moved: Chris Streatfield
Seconded: Sue Hobbs

PRECISE AMENDMENT

"That members of Committees of the Council of the Internet Society of New Zealand Incorporated are responsible in the first instance to the Chair of the Committee in which they participate. In the event of a dispute arising between members of a Committee the Committee Chair will attempt to resolve the dispute. If the dispute is between a member and the Chair of the Committee, or the Committee Chair is unable resolve a dispute the matter will be addressed to the Admin Committee. The Admin Committee will attempt to resolve the dispute and make a recommendation accordingly. If the matter cannot be resolved by the Admin Committee the matter will be addressed to the Council who will rule on the matter. In the exceptional event that the dispute arises within the Admin Committee the matter will be addressed directly to Council. The Council ruling on the matter will be final."

RATIONALE

It has been pointed out to me that there is a lack of escalation procedures for internal disputes arising in Standing Committees or Working Groups of the Council. While it may seem obvious that the amendment should be true, this motion intends to formalise the procedure. For clarity both Working Groups and Standing Committees are defined here as "Committees". The person in charge of Standing Committees and Working Groups is defined here as "Chair" and members and participants in the Committees or Working Groups are defined as "members". For Committees the term "members" includes all persons who are participants in those Committees, whatever their other status may be, viz. Officers of the Society, ordinary members of the Society and others who may not be Society Members.

Discussion:

  • David Farrar (Proxy held by Steven Heath) asked that his opposition to this be noted
  • Concern that this gives more power to the Admin Committee which is already operating as an Executive Committee.

AGM02/98 MOVED : (Rose/March) "THAT notified Policy Motion #2 does lie upon the table" CARRIED

Against: Stokes, Northover, Treasurer

Abstention: Riley

The President thanked members for their attendance and the Meeting Closed at 1459.

© 2001 InternetNZ
Last updated 7 July 2002

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