Reworded Articles

FINAL PROPOSED ARTICLES OF ASSOCIATION THE INTERNET SOCIETY OF NEW ZEALAND

1. NAME

   The Society shall be known as:
   THE INTERNET SOCIETY OF NEW ZEALAND INCORPORATED

2. OBJECTS

   The Internet Society of New Zealand Incorporated ("the Society") is a non-profit common interest society to maintain and extend the availability of the Internet and its associated technologies and applications in New Zealand, both as an end in itself and as means of enabling organisations, professionals and individuals to more effectively collaborate, cooperate, communicate and innovate in their respective fields of interest. It is intended that the Society be the principal organisation representing the interests of Internet users and Internet Service Providers in New Zealand. The Society's objects are:

   2.1 To promote the competitive provision of Internet access, services and facilities in an open and uncaptureable environment.

   2.2 To develop, maintain, evolve, and disseminate standards for the Internet and its inter-networking technologies and applications.

   2.3 To develop, maintain, evolve and disseminate effective administrative processes for the operation of the Internet in New Zealand.

   2.4 To promote and conduct education and research related to the Internet and inter-networking.

   2.5 To coordinate activities at a national level pertaining to good management of centralised systems and resources which facilitate the development of the Internet, including but not limited to the Domain Name System.

   2.6 To collect and disseminate information related to the Internet and inter-networking, including histories and archives.

   2.7 To develop and maintain formal and informal relationships with the international Internet community, including the Internet Society.

   2.8 To represent the common interests of the wider New Zealand Internet community both nationally and internationally.

   2.9 To promote widely and generally available access to the Internet.

   2.10 To liase with other organisations, New Zealand Government authorities, and the general public for coordination, collaboration, and education in effecting the above objects.

3. MEMBERSHIP

   3.1 The Society shall have two classes of members: Organisational Members and Individual Members.

   3.2 Application for membership shall be made to the Council in writing or in such electronic form as the Council shall decide. Every application for membership shall be accompanied by payment of the appropriate subscription and a member becomes a financial member upon receipt by the society of the membership subscription.

   3.3 Any company, incorporated society or other lawful organisation may apply to become an Organisational Member. There may be up to five sub-classes of Organisational Membership as defined by the Council.

   3.4 The Society shall have the following sub-classes of Individual Members:

   3.4 .1 Ordinary Members. Any person may apply for ordinary individual membership under their own name. A working e-mail address must also be supplied which shall be their formal contact address, for communications from the society, and for electronic voting.

   3.5 Individual members may hold only one membership in the Society and must agree to abide by the rules of the Society.

   3.4.2 Associate Members.
   The requirements to be met by a person wishing to become an Associate Member shall be determined by the bylaws of the Society.

   3.5 3.6 The Society shall have such meetings of its members as the Council shall decide.

4. TERMINATION OF MEMBERSHIP

   4.1 A member wishing to resign from the Society must give notice of resignation to the Secretary in writing or in such electronic form as the Council shall decide.

   4.2 Any member shall cease to be a member upon their subscription remaining unpaid six months after the due date. A subscription is valid for exactly one year. At the point of the subscription lapsing, the member will become unfinancial and lose all voting rights in the Society. If the subscription remains unpaid for a further three months the membership lapses and a new application for membership will have to be made. Late payments (within the three month period) will be counted as continuous from the end of the previous subscription.

   4.3 ISOCNZ shall have the power to terminate a membership where necessary.
   Criteria will be that a member's actions have been in serious conflict with the rules or objects of the Society.

   4.4 Any termination of membership must follow the process laid out in Schedule 1

5. INDUSTRY ADVISORY GROUP CONSTITUENCIES

   The Society shall facilitate the existence and operation of an Industry Advisory Group (IAG), which shall represent the interests of Organisational Members.

   5.1 Organisational Membership will belong to one or more Constituencies. The constituencies are:

   1. A constituency of Registrars that are Organisational members.
   2. A constituency of ISPs that are Organisational members.
   3. A constituency of corporate members who are not Registrars or ISPs (known as the businesses and organisations constituency)

   5.2 There shall also be a constituency of domain name holders made up of individual members who are domain name holders.

   5.3 Individual Constituencies will be responsible for their own internal structure within a general framework that will require each Constituency to be responsible for creating an executive committee which will manage the affairs of the constituency.

   5.4 The rules of constituency organisations will need to be approved by ISOCNZ Council. Such approval shall not be unreasonably withheld.

   5.5 A Chairperson will be elected by each constituency and will become a nominated member of the Council of ISOCNZ. The person taking up the seat on Council must be an ordinary member of the Society. No individual can take up a seat on Council as representative of more than one constituency or hold any other seat on Council.

   5.6 Organisational members that are both ISPs and Registrars can only be voting members of both constituencies if they hold Platinum or Gold membership in the Society.

   5.7 For the purposes of defining the eligibility to be members of one of the constituencies:

   1. A Registrar is one which has been accredited to the *.nz name space.
   2. An ISP is a commercial provider of Internet access and service.
   3. The Organisational members that are not Registrars or ISPs will form the Businesses and Organisations constituency.
   4. Individual domain name holders will be defined as ordinary members of the Society who are domain name holders or administrative contacts for a *.nz domain name.
      
6. THE COUNCIL

   6.1 The affairs of the Society shall be conducted by the Council of the Society in accordance with these Articles of Association and the resolutions of members of the Society in General Meeting. The Council shall conduct its affairs using a set of bylaws.

   6.2 The Council of the Society shall consist of Officers, Appointed Council Members and Elected Council Members. The total number of Elected Council Members shall be as determined by the bylaws of the Society, but shall be not less than ten. Council members shall be 20 with the number of elected Council members varying as necessary to maintain this number.

   6.3 The Industry Advisory Group shall be entitled to appoint a member of Council.

   6.4 Only Ordinary Members of the society may serve as Council Members.

   6.5 No more than three employees of any company, organisation or individual may simultaneously hold office as Council Members. Companies which are related companies (as defined by the Companies legislation in force at the time) will be treated as a single company for this purpose, except where, in the opinion of the Council, the related companies are in significantly different industries. This provision shall not be interpreted as placing any restriction on the nomination of candidates for election.

   6.6 Elected Council Members shall be elected for a two year term which shall be determined by the Annual General Meeting at which they are elected, in accordance with section 9 of these Articles. Appointed Members shall hold office from the end of the Annual General Meeting at which their appointment is announced until the end of the subsequent Annual General Meeting. Council Members may hold office for consecutive terms.

   6.7 Co-option of Council Members

   6.7.1 Any vacancy among Elected Council Members or Officers may be filled by co-option, provided that after any such co-option the number of co-opted and Appointed Council Members shall be less than half the total number of serving Council Members. shall be filled by the membership voting through an electronic ballot. The replacement shall serve the remainder of the term for that position.

   6.7.2 If a vacancy arises for an Appointed Council Member, the Chairperson Secretary shall give notice of the vacancy in writing to the appointing body for which the vacancy has arisen. The appointing body may appoint an ordinary Member to fill the vacancy, provided that Council is notified of the new appointment not later than sixty days after notice of the vacancy was given by the President. If no such new appointment is made, the Council may fill the vacancy by co-option.

   6.7.3 Council Members co-opted by the Council shall have full speaking and voting rights.

   6.7.4 All Council Members co-opted by the Council shall have obtained the affirmative vote of at least three-quarters of the Council Members then in office.

   6.7.5 The term of a Council Member co-opted by the Council shall end at the end of the next Annual General Meeting.

   6.8 A Council Member or Officer may be dismissed by resolution of a General Meeting of the Society, provided that

   1. such resolution must show just cause of such dismissal, and must have been delivered in writing to the Council Member or Officer concerned at least twenty-one days before the General Meeting, and
   2. such resolution must be passed by at least a two-thirds majority of those voting.

   6.9 The business of the Council may, whenever the Chairperson deems it appropriate, be carried out using electronic communication.

7. OFFICERS OF THE SOCIETY

   The Council shall, not more than one month after any election of Council

   Members, elect the following Officers of the Society:

   The Officers shall be elected at the Annual General Meeting of the Society.

   7.1 The President
   The President shall chair Council meetings and General Meetings, and oversee the business of the Society.

   7.1.1. The Vice-President
   The Vice-President shall assist the President in their duties and deputise for the President as required

   7.2 The Secretary
   The Secretary shall have responsibility for such administrative tasks as may be required by these Articles or by the Council.

   7.3 The Treasurer
   The Treasurer shall administer the financial affairs of the Society as directed by the Council.

   7.4 No person shall hold concurrently the position of more than one Officer of the Society, except that at the Council's discretion the positions of Secretary and Treasurer may be combined.

   7.5 Appointed and co-opted Members of the Council shall not be eligible to become Officers.

   7.5 The term of office for the Officers shall be for two years (until the AGM two years after their election), except that the initial election in 2001 of the Secretary and the Treasurer shall be until the 2002 AGM only, and thereafter for two years

   7.6 The office held by any Officer who ceases to be an Elected Council Member, or by any Officer who tenders their resignation to the Council in writing or in such electronic form as the Council shall decide, shall immediately be declared vacant and a new election held for that office only.

   7.6 No person shall be eligible to be elected to a particular office for more than two consecutive terms.

   7.7 Any ordinary member of Council who is elected as an Officer shall be deemed to have automatically resigned as an ordinary member of Council.

8. COMMUNICATION WITH MEMBERS

   Every communication with a Member may shall generally be by electronic message in clear ASCII text, directed to the email address of the Member as recorded in the records of the Society, or where the Member has no such address by such other means as may be defined by the Bye-laws of the Society. Such messages will be acceptable for the conduct of the business of the Society unless the Chairperson Secretary shall advise that any specific business or meeting shall be conducted at a meeting at which Members are required to be physically present.

9. MEETING OPTIONS

   All meetings of the Society may be held using interactive Internet Technologies. The Technical Guidelines for the implementation of such meetings will be detailed under the By-Laws Electronic Meeting Guidelines of the Society.

10. GENERAL MEETINGS

    10.1 A General Meeting of the Society may be either a meeting at which those taking part are physically present in attendance via the Internet as set out in the By-Laws or a Teleconference Meeting.

    10.2 Annual General Meetings

    10.2.1.a The Annual General Meeting of the Society shall be held each year on a date to be decided by the Council being within three months after the end of within the two month period before the financial year of the Society ends.

    10.2.1.b If the AGM has been notified as incorporating attendance via the Internet, members must be issued in advance with a secure means to identify their entitlement to vote. Such electronic attendance may take place during the fourteen days prior to the actual date of the AGM with regard to pre notified elections and constitutional amendments.

    10.2.2 The business to be transacted at the Annual General Meeting will be:

    1. To receive from the Council an annual report, the financial statements for the immediately preceding financial year, and the auditor's report on those statements, plus the unaudited accounts for the first three quarters of the current financial year which will include a year end forecast.

    2. To approve a business plan and budget of income and expenditure for the current next financial year and receive from the Council recommendations for levels of subscription for the membership classes of the Society. The meeting may by resolution alter subscription levels.

    3. To receive from the Council notice of the Council Members appointed.

    4. To agree the term of office for each vacant position of Elected Council Member (except positions created under the terms of paragraph 11.2 of these Articles). This term may in each case be no shorter than one year and no longer than two years.

    5. To elect Officers and Members of Council. No person may be elected to Council if their election would cause a breach of the terms of paragraph 6.5 of these Articles. For the purposes of this requirement only, candidates are deemed to be elected in sequence from the candidate receiving the highest number of votes to the candidate receiving the lowest number of votes.

       ea. Nominations for Officers and Council members shall open eight weeks prior to the AGM and close 21 days prior to the AGM. These nominations will be forwarded to the membership not less than 14 days prior to the AGM. Each nomination must be proposed by an Ordinary Member of the Society and agreed to by the nominee, who must be an Ordinary Member of the Society. No Member may propose their own nomination.

       eb. Nominations for elected positions will not be permitted from the floor of the AGM unless there is a shortfall of nominations for a position.

       ec. Constituency representatives will be notified to the Secretary 21 days prior to the AGM. Any constituency not forwarding a representative will mean an extra seat to be filled by election of the members.

       ed. The elections for Officers shall be conducted at the AGM prior to the election for ordinary Council members

    6. To elect an auditor. The auditor must be a Member of the New Zealand Society of Accountants.

    7. To consider such other business as any Member properly brings before the meeting.

    10.2.3 A copy of the annual report and financial statements must be forwarded to each Member at least fourteen days prior to the Annual General Meeting.

    10.2.4 At least thirty days notice of the Annual General Meeting must be given to each Member. The notice of AGM must indicate whether attendance via the Internet as allowed in Section 9 will be permitted.

    10.2.5 Nomination for vacant positions as Elected Council Member may be made to the Secretary prior to the General Meeting in writing or in such electronic form as the Council shall decide, or verbally during the meeting. Each nomination must be proposed by an Ordinary Member of the Society and agreed to by the nominee, who must be an Ordinary Member of the Society. No Member may propose their own nomination.

    10.2.5 New members who join the society in the 14 day period before an AGM will not be permitted to vote at that AGM.

    10.3 Special General Meetings

    10.3.1 A Special General Meeting may be called at any time:

    1. By the President or by resolution of the Council.
    2. On the request of twenty or more Members, in which case the request must state the motions which will be moved at the meeting.

    10.3.2 A Special General Meeting when called must be on a date not earlier than fifteen days and not later than forty days following the receipt of a request for such a meeting.

    10.3.3 The motions to be moved at the Special General Meeting must be notified to every Member of the Society at least fifteen days before the date of the meeting. The notice of SGM must indicate whether attendance via the Internet as allowed in Section 9 will be permitted.

    10.3.4 Voting procedures at an SGM are the same as those at an AGM.

    10.3A Electronic General meetings

    10.3A.1 An electronic general meeting consisting purely of online discussion and voting can be held to discuss and vote on proposals put forward by the Council or members

    10.3A.2 An EGM can be called by the President, the Council or 5% of the members supporting a motion to that effect.

    10.3A.3 Substantive decisions of Council on matters of Policy and Finance will be published to the membership within 5 working days of the decision. Such decisions of the Council are final unless an EGM is called within three working days of publication with the stated intent to ratify, amend or overturn such a decision.

    10.3A.4 An EGM will only vote on the proposed resolutions which form part of the meeting notice.

    10.3A.5 The proposed resolutions shall be e-mailed to all members and be open to discussion for a period of seven days on the members mailing list and other forums as appropriate. After seven days members will be e-mailed a ballot with votes being open for three days. Such votes shall have the status of a resolution of a general meeting.

    10.3A.6 The minimum limit on financial matters that are subject to an EGM will be NZ$10,000.

    10.4 Quorum

    10.4.1 A quorum for every general meeting is twenty Ordinary Members or one third of Ordinary Members, whichever is the fewer.

    10.4.2 If a quorum is not present within thirty minutes of the appointed time, the person chairing the meeting shall adjourn the meeting. Unless those present at the meeting shall determine a date for the adjourned meeting (not earlier than five days from the date of the meeting) the adjournment shall be for a meeting at the same time and place one week from that day.

    10.4.3 Notice of the adjourned meeting shall be given to all Members. At such adjourned meeting the number of persons attending shall constitute a valid quorum.

    10.5 Notice of Motion
    At any Annual or Special General Meeting a motion not included in the notice calling the meeting may be proposed, discussed, or put to the vote only by consent of one-half or more of the members who are present. This rule does not apply to a motion to change these rules nor as noted in 10.3A.4 above.

    10.6 Chairing of General Meetings

    10.6.1 The President of the Council Society or nominated deputy Vice-President will chair every Annual or Special General Meeting.

    10.6.2 If the President and Vice-President is are absent or has not designated a deputy then a person elected by a majority vote of those present shall chair the meeting.

11. APPOINTMENT OF COUNCIL MEMBERS

    11.1 Each group entitled to appoint Council Members, as described in paragraph 6.3 of these Articles, shall inform the Chairperson Secretary in writing or in such electronic form as the Council shall decide of the names of the Council Members appointed by that group. The names of all Council Members so appointed shall be reported to the Annual General Meeting before the closing of nominations for Elected election of Officers and Council Members.

    11.2 For each position of Appointed Council Member where no appointee has been properly reported to the Annual General Meeting, an additional position of Elected Council Member to serve until the end of the next Annual General Meeting shall be filled by election if sufficient nominations are received to fill all vacant Elected Council Member positions.

12. VOTING

    12.1 At every General Meeting each Individual Member and each Organisational Member shall have one vote, except that

    (a) Associate Members may not vote in an election of Council Members and may not vote on a motion to dismiss a Council Member.

    (b) The person chairing the General Meeting shall have no a deliberative vote.

    12.2 Voting at a General Meeting or a meeting of the Council of the Society shall be by voice, show of hands or ballot at the discretion of the person chairing the meeting. At duly authorised meetings voting may take place via the Internet by the use of a secure means of identification. Voting by proxy shall be allowed at General Meetings only not be allowed at any meetings.

    12.3(a) The instrument appointing a proxy may be in writing signed by the appointing member or by that member's agent duly authorised in writing. Proxies may also be accepted in electronic forms as decided by the Council, provided that any such electronic forms must have been specified in the notice of meeting sent to members.

    (b) The instrument appointing a proxy and the authority, if any, under which it is signed, must reach the Secretary not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote.

    (c) The instrument appointing a proxy must state explicitly the scope of voting power being transferred to the person acting as proxy, i.e. the instrument shall state the issues for which it is valid and whether full, partial or no discretion is assigned to the person acting as proxy. Any instrument which does not include a full and clear statement of intent shall be invalid.

    The instrument appointing a proxy shall confer authority to demand or join in demanding a ballot.

    12.4 In the event of an equality of votes for or against a motion or amendment at a General Meeting or a meeting of the Council of the Society, the person chairing the meeting shall exercise a casting vote. In the event of an equality of votes for candidates for the same position, there shall be a second ballot and then if still tied the person chairing the meeting shall determine the winner by a random means.

13. FINANCE

    13.1 Annual Subscription

    Each member's annual subscription shall be payable in full on joining the Society, and at yearly intervals thereafter. A change to subscription levels made by resolution of an Annual General Meeting shall have effect for all membership renewals until a further such resolution is passed by a subsequent Annual General Meeting. Such a resolution shall have no effect upon the amount payable by members whose subscriptions fell due prior to the Annual General Meeting at which the resolution was passed.

    13.2 Financial Year
    The financial year of the Society shall be as determined by the Council from 1 April to 31 March.

    13.3 Power to Borrow Money
    The Society may borrow money only in accordance with a resolution of the members in General Meeting.

    13.4 Audit
    The annual financial statements of the Society must be audited at the end of each financial year and before the Annual General Meeting by a member of the New Zealand Society of Accountants. The Council shall determine the remuneration of the auditor, and shall have authority to fill any casual vacancy of the position of auditor.

    
    
14. THE COMMON SEAL

    The Common Seal of the Society shall be in the custody of the President, who shall affix it to any instrument only pursuant to a resolution of the Council and in the presence of two other Council Members.

15. RULES

    15.1 These Articles of Incorporation are the rules of the Society under the terms of the Incorporated Societies Act 1908 (as amended).

    15.2 These Articles may be altered, added to or rescinded only in accordance with the following procedure:

    1. No addition to or alteration of the pecuniary profit section (section 15) or winding up section (section 16) shall be approved without the approval of the Inland Revenue Department.
    2. A proposal to amend these rules may be submitted by any member to the President of the Council Society who must, within twenty seven days after receipt of the proposal, forward it to all members.
    3. No motion proposing any amendment to these rules at a general meeting shall be deemed to have been passed unless two-thirds of the votes cast on the motion were in favour.
    4. Any such motion shall be put to a the next General Meeting, which shall be held not earlier than fourteen twenty nor later than forty days from the forwarding of the proposal to members.
    5. The Secretary shall notify the Registrar of Incorporated Societies of all alterations, additions or revocations of these rules. This notification shall take such form as the Registrar may require.
    
    
16. PECUNIARY PROFIT

    No member or person associated with a member of the Society shall derive any income, benefit, or advantage from the Society where that person can materially influence the payment of the income, benefit or advantage except where the income, benefit or advantage is derived from:

    1. Professional services to the Society rendered in the course of business charged at no greater rate than current market rates; or
    2. Interest on money lent at no greater rate than current market rates.
    
    
17. WINDING UP

    17.1 The Society may be wound up only under the terms of section 24 of the Incorporated Societies Act 1908 (as amended).

    17.2 The Society may be wound up voluntarily if, at a general meeting of its members, it passes a resolution requiring it to be wound up, and the resolution is confirmed at a subsequent general meeting called for that purpose and held not earlier than thirty days after the date on which the resolution so to be confirmed was passed.

    17.3 A resolution requiring the society to be wound up, and the confirmation of such a resolution, shall have been passed by a general meeting if a majority of votes cast on the resolution are in favour.

    17.4 If the confirming resolutions are passed the members shall appoint one or more liquidators to wind up the affairs of the Society. Upon a winding up of the Society, its assets, after payment of its debts and liabilities, will be donated to an organisation with similar objectives.

SCHEDULE 1

1. A member may make a complaint asking for expulsion of a member to the President of the Society.

2. The formal complaint must be made within 30 days of the offending action.

3. The President will notify the member against whom the complaint has been made within 72 hours or receiving the complaint.

4. Any Officer or Councillor who may have a conflict of interest with the case must recuse themselves from any involvement with the following process.

5. The Officers of the Society shall meet within 14 days to consider whether there is sufficient substance to the complaint to warrant a further hearing.

6. If the officers find insufficient substance to the complaint the matter will not be taken further and both the member who is the subject of the complaint and the member that made the complaint will be notified accordingly.

7. If the complaint is upheld by the Officers they will prepare a formal complaint notice.

8. On receipt of a formal complaint notice the Council shall, within 7 days, appoint a panel of 5 Councillors to hear the complaint.

9. The panel shall convene within 7 to 14 days in a face-to-face meeting to hear submissions.

10. The member subject to the complaint shall have a right to make a submission to the panel. The hearing shall be confidential.

11. On completion of their deliberations the panel shall make recommendation to Council which shall include a summary of the facts of the case and the hearing.

12. The Council shall consider the panel's recommendation within four working weeks of receipt and may only vote to accept the recommendation or send it back to the panel for further consideration.

13. The member subject to the complaint shall have no action taken against them until the completion of the process, except in an extreme case when Council may suspend a membership until the process is completed.