Final Proposal Constitutional Review Working Group of 20/04/01

The Full Set of Proposals and Recommendations from the Constitutional Review Working Group.

April 20, 2001

1. The Articles should properly be known as The Constitution.

2. Membership issues:

The types of membership in the Society.

1. Individual Associate Member
   

   The notion of the Associate member will be abolished. As currently constituted this creates a second-class member with restricted voting rights. A provision for a reduced fee will be continued - for unwaged persons and students - but with full ordinary membership rights.

2. Ordinary Members.
   
   1. Individuals must apply under their own name and will be required to supply (and maintain) a working e-mail address, which will be their formal contact address. Communication from the Society to the member will generally be by e-mail
      
   2. Individuals will be required to hold only one membership in the Society and must agree to abide by the rules of the Society.
      
   3. On joining (and renewing) membership in the Society individuals will be requested to indicate their areas of interest in the work of the Society to enable individuals to participate in WGs and Standing Committees.
      
   4. Financial/Unfinancial status. A member becomes a financial member on receipt, by the Society, of the membership subscription. The 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. Members will be invoiced between 90 and 30 days before a subscription is due for renewal. Late payments (within the three month period) will be counted as continuous from the end of the previous subscription.
      
   5. New members joining the Society less than 14 days prior to the AGM will not be entitled to vote at the AGM.
      
3. Corporate Membership.
   

   In light of the proposals to create a constituency structure the rule in the current Articles viz:

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

   is to be modified such that corporate members will cease to have an additional vote on-top-of their nominated ordinary members for the elections at the General Meetings.

4. Organisational Membership.
   
   1. Organisational Membership will be defined as Constituencies. Initially three constituencies for organisations (and one for individuals) will be created. This type of membership is independent of type of subscribed membership but is formed from within these subscriptions.
      
   2. Creation of new Constituencies. In order to exist a Constituency must have, at a minimum 5 Corporate 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.
      
   3. A constituency of Registrars that are Corporate members will be created.
      
   4. A constituency of ISPs that are Corporate members will be created.
      
   5. A constituency of domain name holders will be created.
      
   6. The IAG will become a constituency and be formed as the other constituencies., being renamed the businesses and organisations constituency
      
   7. 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.
      
   8. The rules of constituency organisations will need to be approved by ISOCNZ Council. Such approval cannot be unreasonably withheld.
      
   9. 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.
      
   10. Corporate members that are both ISPs and Registrars can only be members of both constituencies if they hold Platinum or Gold membership in the Society.
       
   11. 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 to be defined as a commercial provider of Internet access and service.
          
       3. Individual domain name holders will be defined as ordinary members of the Society who are domain name owners or administrative contacts for a *.nz domain name.
          
       4. The Corporate members that are not Registrars or ISPs will form the businesses and organisations constituency.

   **To enable the broadest possible involvement of individuals in the dnh constituency Registrars shall have a clause in their contracts which will require them to send an email to the registrant inviting them to join ISOCNZ and the domain name holders constituency

5. Affiliate Membership.
   

   The category of Affiliate Membership will be created to enable other organisations to join ISOCNZ if they represent a significant segment of the Internet community in New Zealand. This detail for this category of membership has not yet been clearly determined.

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

   Procedures to be followed:

   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.
       
   11. The hearing shall be confidential.
       
   12. 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.
       
   13. 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.
       
   14. The member subject to the complaint shall have no action taken against them until the completion of the process, except in an extreme case.

3. COUNCIL

1. Officers of the Society.
   
   1. The current position of Chair be re-named to President, to better indicate the role.
      
   2. The position of Vice-President is to be added to the list of Officers of the Society, to sit in as replacement for the President during absence, and to assist with the workload of the office.
      
   3. Election of Officers. The officers will be elected by the members at the AGM.
      
   4. Terms of office of Officers. Regardless of the method of election used the term of office of Officers of the Society be fixed at 2 years with a limit of two consecutive terms in any one position. In the first election the President and Vice-President will be elected for a two year term and the Secretary and Treasurer be elected for a one-year term initially and thereafter for two-year terms.
      
   5. One person may only hold one seat concurrently on Council, either as an Officer or Councillor.
      
2. Councillors
   

   Terms of office of Councillors.

   The current position of two year terms with half of Council standing for election annually will remain as is.

   DISSENT

   In discussion in the WG it has become clear that there is not consensus on the terms of office. The proposals are:

   1. One year for all elected positions, with all members of Council standing for election annually.
      
   2. Three year term with one third of Council standing for election annually.
      
3. Size of Council.
   
   1. The size of Council be fixed at a maximum size. The current size of Council will be maintained at 20 sitting members. This will be composed of: Four officers, four constituency members and twelve general Councillors. If more constituencies arise, each constituency representative will replace a general Councillor.
      
   2. The number of Elected General Councillors must always comprise at least 50% of the sitting Council.

   DISSENT

   One dissenting member proposes 13 sitting members composed of: Four officers, four constituency members and five general Councillors.

4. Bylaws.
   

   The Bylaws will be renamed "Council Bylaws" and will not be used to clarify or modify the Articles or be used to include matters concerning the membership.

5. Powers.
   
   1. Fill Council Vacancies - When a Council seat of an elected person become vacant an electronic ballot of the membership will held to fill the position.
      
   2. Dismiss Officers - An Officer may only 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 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.
         
   3. Appoint Representatives to other bodies - Appointment of representatives to other bodies will be affirmed by membership vote, generally on recommendation of the Council.
      
6. Authorities, Standing Committees and Working Groups:
   
   1. The Council shall annually pass specific resolutions detailing any delegated authority and powers it wishes to invest in Officers, Standing Committees or Working Groups.
      
   2. Standing Committees will be established and their Chairs selected by resolution of Council, generally on recommendation of the President.
      
   3. Working Groups will be established and their Chairs selected by resolution of Council, generally on recommendation of Chair of the Standing Committee to which the Working Group will report.
      
   4. Members of Standing Committees and Working Groups will be affirmed in position by the Council.
      
   5. Non-Councillor ordinary members can be full participants in all Standing Committees and Working Groups subject to being affirmed in position by the Council (as above).
      
   6. All Standing Committees and Working Groups must have Charters and Terms of Reference respectively, which are adopted by resolution of Council annually and are published.
      
   7. Job descriptions The Officers and Standing Committee Chairs will have job descriptions, and a generic job description for Councillors. The Job Descriptions will be adopted annually, by Council, prior to the AGM (so that aspiring candidates are aware of what each position entails.)
      
7. Veto:
   

   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 challenged by 5% (currently approximately 20) members within 3 working days of publication. If the requisite number of members object then the decision is subject to an immediate electronic ballot of ALL the members. In the event that the vote of objection succeeds, the decision will be over-ruled and the matter is returned to Council for re-examination. The minimum limit on financial matters that will be exposed to this process will be NZ$ 10,000.

4. AGM.

**The AGM is currently held 3 months into the new financial year. Although the Council strives to get the budget information out to the members for review before the new financial year commences, the budget (and any business plan) can only be approved three months after it comes into force. The WG feels that this an anomalous situation that should be rectified. In light of this:

The AGM will be held before the start of the financial year, in late February or Early March. The following documents will be available for the members -

1. The Audited Accounts for the previous financial year
   
2. The Unaudited Accounts for the first three quarters of the current year including a forecast of expenditures to year end. (This will act as a "budget performance report" which is a more realistic document to discuss than the closed and audited accounts.)
   
3. The Proposed Budget and Business Plan for the coming year.
   
1. Elections.
   

   Procedures.

   Nominations.

   1. Nominations for elected positions will be sent to the Secretary and close 21 days prior to the AGM. The nominations will be collated by the Secretariat and sent to the membership not less than 14 days prior to the AGM.
      
   2. Nominations for elected positions will not be permitted from the floor of the AGM except in the event that there is a shortfall of nominations for a position.
      
   3. The nomination period will be opened around 8 weeks prior to the AGM.
      
   4. 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.

   Elections. The candidates standing for Office will be elected first. The remaining candidates for Council seats will be elected subsequently.

2. Voting.
   

   Proxy votes

   **For the next AGM it is critical that the MEP have their recommendations in place on voting and scrutineering. In the absence of those recommendation the status quo will continue and these proposals will come into force only after the recommendation are in place.

   (i) Proxies will in future be disallowed. The existence of early e-voting enables members who are unable to attend the General Meetings to vote their intentions for Electing Councillors and Constitutional Changes directly. Both these topics are to be known well in advance of the General Meeting.
   
   (ii) In the light of this proposal amendments from the floor on Constitutional changes will not be permitted. With early notification of candidates for election, nominations from the floor of the GM will also be excluded, (except as noted above).

   **In line with our proposal to have early notification of candidates for election, all required documentation will be treated in the same time-frame. This means:

3. Documentation
   

   All proposed constitutional amendments, financial reports and foreshadowed motions must be received by the Secretary no later than 21 days prior to the AGM. All documentation must be sent to the members not less than 14 days prior to the AGM.

5. GENERAL ISSUES

On the issue of electronic communications document format, while it will not appear as part of the Articles of the Society, the WG recommends that all communications, and particularly constitutionally required documents, from the Secretariat will be in non-proprietary formats.

1. Honoraria:
   

   The WG recommends that Honoraria payments should be voted on quarterly, by secret ballot of Council members, to give an on-going semi-formal performance review system that is effective and simple. There should be performance reviews at this time and are for all Officers, Chairs and their Committees. The level of Honoraria should be specified in the annual budget and business plan which is submitted to the members for approval at the AGM.

2. Strategic Planning.
   

   The Strategic Planning process be arranged to allow for member participation and approval.

3. Special General Meetings.
   

   Changes clarify that Council and/or the President shall set the date of an SGM after a petition for one has been received.

4. Electronic General Meetings.
   

   Process put in place so an e-mail discussion and vote of all members can be quickly conducted on certain issues, with the same status as an SGM.

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