Working Group Report and Motions to 2001 AGM 05/06/01

Constitutional and Policy Proposals from the Constitutional Review Working Group of THE INTERNET SOCIETY OF NEW ZEALAND

The Working Group comprises

Convenor

• Chris Streatfield (Member ISOCNZ)

Members

• David Farrar (Member ISOCNZ)
• Jordan Carter (Councillor ISOCNZ)
• Frank March (Secretary ISOCNZ)

Ex-officio

• Peter Dengate Thrush (Chair ISOCNZ)

Dated 27 May 2001

CONTENTS:

• Executive Summary
• List of Proposals and Motions for Member appraisal at the Annual General Meeting
• Detailed Background Explanation to the Proposals

The following points are issues raised and agreed by the Constitutional Review Working Group. Due to issues beyond the control of the WG the proposals are to be dealt with in an itemised way rather than as a modified Constitution plus some proposals. A detailed explanation document is attached laying out the thinking and intentions behind the specific proposals below. All proposals marked with a double asterisk (**) will be matters included into a re-written Constitution. All other proposals are policy recommendations.

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

2. Council Issues.

1. Officers of the Society.
   Motions read:
   
   1. **That the current position of Chair be re-named to President, to better indicate the role. All references to the "Chair" or "Chairman" in the Articles will be replaced by the "President".
      
   2. **That the position of Vice-President 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. **That the Officers be elected by the members at the AGM.
      
   4. **Terms of office of Officers.
      

      That the term of office of Officers of the Society will 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. (The two-term rule is not applicable retrospectively.)

   5. **That one person may only hold one seat concurrently on Council, either as an Officer or Councillor.
      
2. Councillors
   

   **Terms of office of Councillors.

   That the convention of two year terms with half of the elected Council standing for election annually will be put into the Constitution.

3. Size of Council
   

   Motions:

   1. **That 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 Appointed Councillors and twelve elected Councillors. If more Constituencies arise, each Appointed Councillor will replace an elected Councillor, but limited by (ii) below.
      
   2. **That the number of Elected Councillors including Officers, must always comprise at least 50% of the sitting Council.
      
4. Bylaws
   

   That the Bylaws be renamed "Council Bylaws" and be used to govern Council only and not be used to clarify or modify the Articles or be used to include matters concerning the membership.

5. Powers
   
   1. **Fill Council Vacancies - That when the Council seat of an elected person becomes vacant an electronic ballot of the membership will be held to fill the position. All references to co-option of persons onto Council in the Articles will be deleted.
      
   2. **Dismiss Officers - That the dismissal of Officers shall be the same procedure as for dismissal of Councillors under current Article 6.8 (by SGM). The term Officer will be added to Article 6.8.
      
6. Authorities, Standing Committees and Working Groups:
   

   Motion reads:

   1. That the Council shall annually pass specific resolutions detailing any delegated authority and powers it wishes to invest in Officers, Standing Committees, Working Groups and Staff and must confirm by resolution the delegated authority to countersign cheques, and that the following procedure be applied to Committee and Working Group formation.
      
   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 usually be recommended to Council by their respective chairs and will be affirmed in position by resolution of 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. That 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.
   
8. That all Councillors, on being elected will be expected to carry out duties and responsibilities as specified both in the Job Description and by Council.

3. Electronic Special General meetings (e-GM)

**Motion reads:

"That a new form of meeting, the e-GM be created, with the following elements:

An e-GM can be called by the President, the Council, or 5% or 20 Members (whichever is the larger) supporting a motion to that effect.

An e-GM consists purely of online discussion and voting can be held to discuss and vote on proposals put forward by the Council or Members.

An e-GM will only vote on the proposed resolutions which form part of the meeting notice.

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.

For an Electronic Special General Meeting the quorum requirement means that at least fifty votes, or 25% of membership must vote, whichever is the smaller, on a resolution for the vote to be quorate."

4. **Veto

The veto is a special form of an e-GM. 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% or 20 Members (whichever is the larger) 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 which will be open for 3 days. For such a ballot to be binding on Council, a minimum of least fifty votes, or 25% of membership must vote (whichever is the smaller). In the event that the vote of objection succeeds by simple majority, the Council decision subjected to the vote will be over-ruled and the matter is returned to Council for re-examination. On financial matters decisions concerning sums that are extra-budgetary and of NZ$ 10,000 or above will be exposed to this process

Motion reads:

• "That there be added a 'veto' to the Constitution in the manner detailed here."

5. The Annual General Meeting (AGM)

The AGM is currently held 3 months into the new financial year. The WG feels that this is a backward looking process. To create a forward looking strategic planning process the WG propose that:

**Motion Reads:

"That the AGM 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.
   
3. The Proposed Budget and Business Plan for the coming year."

(a) Elections and Nominations

Procedures

Nominations.

"That the following procedures be followed for Council election nominations:

**The nomination period will be opened 8 weeks prior to the AGM.

**Nominations for elected positions will be sent to the Secretary and close 21 days prior to the AGM. The nominations will be sent to the membership not less than 14 days prior to the AGM. Nominees may supply a biography and election statement to the Secretary for distribution to the Membership.

**Names of Appointed Councillors will be notified to the Secretary 21 days prior to the AGM. Any appointing body not forwarding a representative will mean an extra seat to be filled by election by the members.

**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."

Elections.

"That the following procedures be followed for Council elections:

**The candidates standing for Office will be elected first. In alternate years there will normally only be two Officers up for election. The Order will be, in one year, the President and then the Vice-President being sequentially elected and in the alternate year, the Secretary and then the Treasurer being elected sequentially. In years where there are more Officers up for election the sequence will be 1. President, 2. Vice-President, 3 Secretary, 4. Treasurer. The remaining candidates for Council seats will be elected subsequently. "

(b) Voting

That the following rules be added

**That an electronic voting process will be put in place for Members wishing to vote who will be unable to be physically present at the AGM. Voting will open 14 days prior to the start of the AGM and will be closed 24 hours before the opening of the AGM. This process will permit voting on Constitutional amendments and in elections for Council. Both these topics are to be known in advance to all Members. All such votes are to be secret and are to be held by the scrutineer, who will be charged with the responsibility of ensuring that identification of the Member voting is stripped from all votes cast, after verification. At the physical AGM all such votes will be added to votes cast from the floor of the AGM. Members voting electronically will not be counted in the rule concerning quorum.

**In the light of this proposal, that 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).

(c) Proxy votes

**That 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. All references to Proxy votes will be deleted from the Articles.

(d) Preferential Voting

**"That in all elections the system of preferential voting be used to determine the election of candidates."

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:

(e) Documentation

**That 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.

6. **Constituencies

1. Structures.
   1. Organisational Members will belong to one or more Constituencies. The Constituencies are:
      

      a. A Constituency of Registrars that are Organisational members.

      b. A Constituency of ISPs that are Organisational members.

      c. A Constituency, The Businesses and Organisations constituency, of Organisational members who are not Registrars or ISPs

   2. There shall be a Constituency of domain name holders made up of individual Ordinary Members who are domain name holders and wish to participate in the constituency.
      
   3. Each Constituency 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.
      
   4. The rules of Constituencies will need to be approved by ISOCNZ Council. Such approval shall not be unreasonably withheld.
      
   5. A Chairperson will be elected by each Constituency and will become an Appointed Councillor 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. Appointed Councillors can only take up a seat at the close of an AGM.
      
   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.
      
   7. For the purposes of defining the eligibility to be members of one of the constituencies:
      

      a. A Registrar is one which has been accredited to the *.nz name space.

      b. An ISP is a commercial provider of Internet access and service.

      c. The Organisational members that are not Registrars or ISPs will form the Businesses and Organisations constituency.

      d. 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.

   **Motion reads:

   "That the Constituency structure be implemented in the manner detailed here and the Constitutional Review Working Group be instructed to create the 'broad outline principles' necessary for the Constituencies to form."

7. Creation of new Constituencies

**That in order to exist a Constituency must have, at a minimum 5 Organisational members in the Society that can show common specific interest. A new Constituency can only be created by Constitutional amendment at a General Meeting of the Society.

1. That, in light of the proposal to create a constituency structure the rule in the 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 Organisational members will cease to have a vote in addition to their nominated Ordinary Members at General Meetings of the Society.

2. That the definition of the four levels of Organisational Membership, viz: Platinum, Gold, Silver and Bronze will be included in the Constitution.

8. New Membership Information Channel

To enable the broadest possible involvement of individuals in the "domain name holder" Constituency, Registrars shall have a clause in their contracts which will require them to send an email to the registrant with the wording to be approved by Council. (The rule is to be applied only for new, i.e. first-time, registrants. It is not to be used for repeat or multiple registrants.)

Motion reads:

• "That Council be directed to ensure that any contracts made with Registrars in the *.nz domain include a clause allowing ISOCNZ to have a brief e-mail sent to "new domain name holders" informing them of the ability to join ISOCNZ and the domain name holder Constituency".

9. Membership Issues.

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.

   Motion reads:
   "That a reduced membership fee be made available to unwaged persons and full-time students, with no reduced status in membership"
2. Ordinary Members .
   
   1. **That 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.
      
   2. **That Ordinary Members may 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.
   

   Motion reads:

   "That the membership application form and website be amended to allow people upon joining and renewal of membership to signify what areas of interest they have".

4. **That a Member becomes a financial Member upon receipt by the Society of the membership subscription. 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.
   
5. Renewal of Membership
   

   The Society will ensure that that notification of renewal of membership is sent to the member between 90 and 30 days before the end of the current subscription.

   Motion reads:

   "That all members be given at least two renewal reminders between 90 and 30 days before the date their membership expires"

6. **"That in future, 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. Any termination of membership must follow the process laid out inSchedule 1 (attached) and included as part of this motion."
   
7. Fellow of the Internet Society
   1. **" That from time to time Council shall elect Ordinary Members whom it deems have made an outstanding contribution to the development of the Internet in New Zealand or the Society to Fellowship in the Society. Once elected to Fellowship a member remains a Fellow for life with the rights of an Ordinary Member."
      
   2. The objectives of the honour are both to recognise the contribution these people have and are making to the industry and/or the Society and to enhance the Society's profile within the industry.

Process to be followed:

Motion reads:

• "That the position of Fellow of the Internet Society be included in the Constitution as noted and that the process laid out above be used for the election of Ordinary Members to Fellowship in the Society."

10. Honoraria:

That honoraria shall be paid to Officers, Standing Committee chairs and Councillors. There should be performance reviews quarterly for all Officers, Standing Committee chairs and Councillors. The AGM recommends that honoraria payments should be voted on at this time, by secret ballot of Council members, to give an on-going semi-formal performance review system that is effective and simple. The Councillors should be expected to base their vote on the effectiveness or otherwise of the individual recipients of honoraria. The level of honoraria to be paid should be specified in the annual budget and business plan which is submitted to the members for approval at the AGM.

11. Strategic Planning.

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

12. ** That the default person for receiving documents and as the main contact by Members with the Society be specified throughout the Constitution as the Secretary.

13. ** That Clause 10.5 (Notice of motion) be deleted.

14. **That where an alternative to the President being available for chairing meetings etc is noted in the Articles this should be noted as "the Vice-President".

15. That 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 where possible from the Society will be in non-proprietary formats, primarily ASCII text.

16. The WG recommends to Council the principle of an "Indicative Election" of Officers, if proposal number 2 a. iii. is passed at this AGM. The indicative election will be that Council will put together a list of nominees for the positions of Officers of the Society and have an electronic vote of the membership in the period between the AGM and the first Council meeting one month later.

• The principle is predicated on two issues. We are proposing that for the future elections of the Society the Officers will be elected from the floor of the AGM. This AGM is being held under the current, unmodified Articles so the election of Officers will not happen until the next AGM. If our proposal is passed then for the future the members will be the electorate for the Officers. Our general feeling is that exposing competing nominees for a position to a membership vote will enable Council to have some indication of Member feelings on candidates.
• Council will still have to "elect" the officers within one month following the AGM. With the indicative election there will be feedback from the members for Council to consider in that real election, but we are not suggesting the indicative election be binding on Council. Of course if only one person is nominated to a position then no election either indicative or real needs to be carried out.

© 2001 The Internet Society of New Zealand
Last updated 5 June 2001