Notified Motions

AGM 2002

Proposed Constitutional Amendments 1-5 (online voting) 
Proposed Policy Changes (AGM voting only)

Motion 1 - Change to rule 15
Motion 2 - Change to Termination of Membership
Motion 3 - Council Members
Motion 4 - Removal of IAG member from Council
Motion 5 - To Reduce Council from 20 to 14

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)

Moved: Chris Streatfield
Seconded: Sue Hobbs

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."

RATIONALE

• A tidy up Clause following advice from Richard Perry to the Admin Committee on the lack of such a possibility in the Constitution.

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)

Moved: Chris Streatfield
Seconded: Sue Hobbs

"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."

RATIONALE FOR AMENDMENT

• In a similar vein to the amendment for elected positions in the Society any person who disagrees with the activities of the Society sufficiently strongly to resign their membership should expect that the Society will take the resignation equally seriously.

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)

Moved: Chris Streatfield
Seconded: Sue Hobbs

"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."

RATIONALE FOR AMENDMENT

• This amendment is to ensure that those elected to Council positions are committed to undertaking the role to which they were elected.

Motion 4 - Removal of IAG Council Members

CONSTITUTIONAL AMENDMENT

Moved: David Farrar
Seconded: Steven Heath

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

"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."

RATIONALE FOR AMENDMENT

• Despite many laudable efforts, the Industry Advisory Group has been defunct for many years and has not taken up its opportunity to appoint a member of Council for at least five years - possibly longer. Having a provision from the IAG to appoint a member of Council creates significant work administratively and as it is now clear that there is no reasonable expectation of such a member ever being appointed, it seems timely to reflect this in the Constitution.
  Note that this amendment does not abolish the IAG - merely removes their ability to appoint a member of Council, which has never been taken up.
  Also corporate members still retain the right to appoint one to four individual members of the society who may stand for Council if they so wish.

Motion 5 - To Reduce Council from 20 to 14

CONSTITUTIONAL AMENDMENT

Moved: David Farrar
Seconded: Bob Gray

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

"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."

RATIONALE FOR AMENDMENT

• Most would agree that the Council should be as small as possible, in order to function effectively, but large enough to fully incorporate and balance all relevant views and also be broadly representative of the membership.
  With the recent establishment of the .nz oversight committee which will significantly reduce the demands on Council, it is timely to also review Council's size. There are a number of factors which suggest 14 would be a better size than 20.
  1) With a financial membership of less than 200, it can be difficult to find enough suitable members willing to be Councillors
  2) 20 is very much at the larger end of the scale for governance bodies and a smaller size of 14 would still allow a full representation of views but increase ability for in depth consideration.
  3) A Council of 20 requires much longer meeting times with half day meetings not possible as if each Councillor speaks for even just 20 minutes this means a minimum 6 1/2 hour meeting and if a Councillor doesn't contribute for even 20 minutes are they adding value?
  4) It would reduce meeting costs by around $18,000 a year on average
  5) It would allow Council to be far more focused and effective with greater scrutiny of issues with a smaller Council and more capacity for planning
  6) There would be less of a tendency to have the smaller sized Administration Committee deal with issues which arguably should be better dealt with by the full Council but at a size of 20 makes it impractical to do so.

AGM VOTING ONLY

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.

AGM Notifed 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.