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Bylaws re Conduct of Council 03/08/01

COUNCIL BYLAWS OF THE INTERNET SOCIETY OF NEW ZEALAND INCORPORATED

1. INTRODUCTION

These bylaws are written for the establishment of rules regarding the conduct of Council business. They are additional to the Constitution of the Society and must be interpreted in accordance with those Articles.

2. CHANGES TO BYLAWS

These Bylaws may be changed by a two-thirds majority of the Council of the society. Any motion to change the By-Laws must have been presented 14 days prior to the vote being taken.

3. PREPARATION FOR COUNCIL MEETINGS

3.1 Notice of a Council meeting, must be sent to all Council Members at least fourteen days before the meeting.

3.2 Items for the agenda should be advised to the Secretary before the meeting.

3.3 The Secretary must send a draft agenda to all Council members, and ensure that it is available to Members, at least five days before the Council meeting.

3.4 A Council meeting may be called by the President. The President must call a Council meeting to be held within twenty-one days of the President receiving a request for such a meeting from three Council Members.

4. MOTIONS AT COUNCIL MEETINGS

4.1 All motions require a proposer and seconder.

4.2 Any substantive motion before a Council meeting shall be disposed of before any other substantive motion is introduced.

4.3 The following procedural motions may be moved at any time:

  1. That the Chair's ruling be disagreed with
  2. For permission to withdraw a motion or amendment
  3. That the question be now put
  4. That the meeting proceed to the next business
  5. That consideration be deferred for a stated time
  6. That the motion be amended
  7. That the motion be referred
  8. That the meeting hear a named observer
  9. That observers be requested to retire
  10. To discuss the action of a member who has been named by the person chairing the meeting

The first four procedural motions shall have precedence in the order in which they are listed. On the motion given as 5.3(a) being moved, the person chairing the meeting must vacate the chair. Only the mover and the person chairing the meeting may speak to this motion. There shall be no discussion on the motions given as 5.3(b) or 5.3(d).

4.4 Only one amendment shall be considered at a time.

4.5 Any amendment must be relevant to the substantive motion. If its effect is to negate the motion, it must include a reasoned alternative course of action.

5. QUORUM

5.1 The quorum for a Council meeting shall be a majority of the Council Members then serving.

5.2 If a quorum is not reached within thirty minutes of the appointed time for a meeting, those present at the meeting shall determine a date for the adjourned meeting (not earlier than five days from the date of the meeting).

If no such agreement is reached, the adjournment shall be for a meeting at the same time and place one week from that day.

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

6. CONDUCT OF COUNCIL MEETINGS

6.1 The meeting shall be chaired by the President. In the absence of the President the Vice-President shall chair the meeting and if both are absent or stand aside then by any other Council Member elected by the Meeting.

6.2 Observers shall have the right to attend Council Meetings, but their presence must be formally acknowledged by the meeting.

6.3 Observers may not vote, but may speak to a specific motion at the request of the meeting.

6.4 The Council may deny attendance to observers for all or part of any Council Meeting on the grounds of staffing issues, commercial confidentiality or individual privacy.

6.5 All speakers shall address the meeting through the chair. Speakers shall avoid personalities, impropriety, irrelevance and repetition. Speakers shall confine themselves to the matter under discussion. The provisions of this paragraph shall also apply to those taking part in an Email Council Meeting.

6.6 A Council Member, when speaking, shall not be interrupted except by the person chairing the meeting as conductor of the meeting or by a Council Member raising a point of order. When more than one speaker starts to speak at the same time the person chairing the meeting shall decide who takes the floor.

6.7 The person chairing the meeting may propose, speak and vote on motions.

6.8 The names of those voting for and against any motion not carried unanimously shall be recorded in the minutes.

7. MINUTES OF COUNCIL MEETINGS

7.1 Minutes shall be the responsibility of the Secretary who may delegate recording of the minutes to another person present.

7.2 The minutes shall contain at least:

  1. The time and place of the meeting, recorded in a manner appropriate to the type or meeting.
  2. The names of those present at the meeting.
  3. Substantive motions, each with its proposer's and seconder's name and result.
  4. Summary of discussion where no motion was considered.

7.3 Any papers or other supporting material, whether discussed or not, shall where practical be attached to the minutes of the meeting where the material was presented. Where this is not practical, the minutes shall contain sufficient references to allow such material to be found by the reader.

7.4 The only discussion on a motion for the confirmation of the minutes shall be as to the accuracy of the record.

8. CONDUCT OF ELECTRONIC MEETINGS

8.1 The Council may hold meetings by electronic mail or other Internet technologies subject to the Guidelines for such meetings which may be approved by the Council from time to time.

8.2 Council videoconference or teleconference meetings shall be governed by these Bye-laws as if they were face to face meetings.

8.3 For the purposes of electronic ballots the Council shall be considered to be permanently in session via the formal Council mailing list. Once an electronic ballot results in a majority of serving Councillors registering a vote "for" a motion the result shall be declared as "carried", or if a majority registers a vote "against" a motion, the result shall be declared as "lost", as if a properly quorate formal face to face meeting had been held. There is no time limit on such a ballot.

9. FINANCIAL CONTROL

9.1 The Treasurer shall ensure that:

9.1.1 All money received on account of the Society shall be paid into the Society's account with its bankers.

9.1.2 All cheques drawn upon the society's bankers must be signed by two signatories authorised by the Council.

9.1.3 Cheques or other negotiable instruments paid or payable to the society's bankers for collection requiring endorsement of the society may be endorsed by the Treasurer or by such person or persons as the Council may appoint.

9.1.4 A proper account shall be kept of the Society's income and expenditure, and of the matters in respect of which the income and expenditure arises and takes place respectively and of the Society's property, credits and liabilities, in books to be provided for that purpose, and must produce the account books, properly written up, when required by the Council.

9.1.5 Once at least in every year the accounts of the Society made up to the last day of the preceding financial year must be audited by the society's auditor, and an abstract of the accounts be produced and issued to every member, together with the notice of the Annual General Meeting.

9.2 The secretary shall file with the Registrar of Incorporated Societies, within seven days after the Annual General Meeting, the financial statements required to be filed under section 3 of the Incorporated Societies Act 1908.

9.3 The Council may from time to time approve the investment of the Society's financial assets and may direct the Treasurer to withdraw funds invested.

9.4 Funds approved for investment shall be invested in one or more of the following ways:
a. with a registered bank
b. in New Zealand Government or Local Authority stock.

10. COMMUNICATION WITH MEMBERS

Where communication with a member by electronic mail is not possible, communication may be by either of the following methods:
a. by post, to the address of the member as held in the Society's records, or
b. by facsimile, to the member's facsimile phone number as held in the Society's records.

11. ACCEPTANCE OF PROXIES IN ELECTRONIC FORM

No proxies in electronic form shall be accepted.

12. INDUSTRY ADVISORY GROUP

12.1 The Industry Advisory Group shall consist of not less than four and not more than twelve people. Only the IAG-appointed Council Member need be an Ordinary Member of the Society.

12.2 IAG Members shall be elected by the current Organisational Members for a period of not more than one year. Each Organisational Member shall have one vote for the purpose of this election.

© 2001 The Internet Society of New Zealand
Last updated 1 August 2001

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