Final Propositions 23/04/01

FINAL PROPOSED CONSTITUTION
THE INTERNET SOCIETY OF NEW ZEALAND

N.B. Deletions to the existing rules are in strikethrough mode and additions are in bold.

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 liaise 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.

   There shall be four subclasses of organisational member as provided for in paragraph 3.3 of the Articles of Association of the Society:

   1. Platinum Partners - four Ordinary Members may be nominated (Rate 1)
      
      
   2. Gold Partners - three Ordinary Members may be nominated (Rate 2)
      
      
   3. Silver Partners - two Ordinary Members may be nominated (Rate 3)
      
      
   4. Bronze Partners - one Ordinary Member may be nominated (Rate 4)

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

   3.4 .1 Ordinary Members. Any natural 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. In case of e-mail failure, Council shall have the discretion and authority to use other means of communication so that a member is not prevented from participation or voting.

   3.5 Ordinary 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.

   3.6 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 (including nominating, seconding and petitioning) 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. If the overdue subscription is paid within the three month period then the member shall be deemed to have been a financial member from the commencement of that period.

   4.3 Membership of ISOCNZ may be terminated by the Society. Should a member's actions be in serious conflict with the rules or objects of the Society, the Council is empowered to terminate the membership of that person.

   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 Organisational members who are not Registrars or ISPs (known as the Businesses and Organisations constituency)

   5.2 There shall be a constituency of domain name holders made up of individual members who are domain name holders and wish to participate in the constituency.

   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.

   5.8 Creation of new Constituencies. In order to exist a Constituency must have, at a minimum 5 Organisational members in the Society that can show common specific interest. The group wishing to form a constituency must petition the Council for approval to create the Constituency. If approved by a Council Resolution the Constituency must then form in the same manner as the other, existing constituencies.

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 Officers or Council Members.

   6.5 No more than three employees of any company, organisation or individual may simultaneously hold office seats 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 serve 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 Vacancies on Council

   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.
      
   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.
      
   3. Council Members co-opted by the Council shall have full speaking and voting rights.
      
   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.
      
   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 until the conclusion of the AGM two years after their election, except that the initial election in 2001 of the Secretary and the Treasurer shall be until the conclusion of 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 elected or appointed Member of Council who is elected as an Officer shall be deemed to have automatically resigned as an elected or appointed 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. Communications may also be sent by post, facsimile, courier or hand delivery as the Council sees fit. 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 is a meeting of the members that may be either a meeting at which those taking part are physically present and in attendance via the Internet, as set out in the By-Laws or a Teleconference Meeting, or an electronic meeting as laid out in section 10.3.A

    10.2 Annual General Meetings

    10.2.1

    1. 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 on a date to be decided by Council.
       
    2. 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.

       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 shall be called by the Council or the President must be on a date not earlier than fifteen fourteen days and not later than forty days following the receipt of a request for such a meeting under 10.3.1 (b) .

    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 fourteen 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 (EGM)

    1. An EGM can be called by the President, the Council or 5% of the members supporting a motion to that effect.
       
    2. An EGM consisting purely of online discussion and voting can be held to discuss and vote on proposals put forward by the Council or members
       
    3. An EGM will only vote on the proposed resolutions which form part of the meeting notice.
       
    4. 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 have a ballot made available with votes being open for three days. Such votes shall have the status of a resolution of a General Meeting.

    10.3.B Right of Veto (Special EGM)

    1. 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.
       
    2. The minimum limit on financial matters that are subject to such an EGM will be NZ$10,000.

    10.4 Quorum

    1. A quorum for every General Meeting is twenty Ordinary Members or one third of Ordinary Members, whichever is the fewer. For an Electronic General Meeting the quorum requirement means that at least twenty votes must be cast on a resolution for the vote to be quorate.
       
    2. If for a non-Electronic General Meeting 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.
       
    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 .

    10.6 Chairing of General Meetings

    1. The President of the Council Society or nominated deputy the Vice-President in the absence of the President will chair every Annual or Special General Meeting.
       
    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 section 5 and sub-sections 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

    1. Associate Members may not vote in an election of Council Members and may not vote on a motion to dismiss a Council Member.
       
    2. the person chairing the General Meeting shall have no a deliberative vote as well as a casting 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

    1. 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.
       
    2. 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.
       
    3. 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 16 ) or winding up section (section 16 17 ) 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

© 2001 The Internet Society of New Zealand
Last updated 23 April 2001