Constitution 15/09/01

PROPOSED CONSTITUTION - 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 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 three classes of members: Organisational Members (as defined in section 3.4), individual Ordinary Members (section 3.5) and Fellows (section 3.3).

3.2 Application for individual Ordinary or Organisational 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 membership becomes active upon receipt by the Society of the membership subscription.

3.3 From time to time Council shall elect persons, whom it considers 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 a financial individual Member.

3.4 Organisational Members .

3.4.1 Any company, incorporated society or other lawful organisation may apply to become an Organisational Member.

3.4.2 Each Organisational Member shall have the right to nominate individual Members to the Society as shown in the scale in scection 3.4.3. Such nominated individual members will be full Ordinary members of the Society as specified in sections 3.5 and 3.6 and will be have the same rights and obligations of any other individual Member. No subscription fee will be levied from these nominated individual Members.

3.4.3 There shall be four subclasses of Organisational member:

i. Platinum Partners - four individual Members may be nominated (Rate 1)

ii Gold Partners - three individual Members may be nominated (Rate 2)

iii Silver Partners - two individual Members may be nominated (Rate 3)

iv Bronze Partners - one individual Member may be nominated (Rate 4)

3.4.4 The subscription rates, Rate 1 through Rate 4, will be determined by Council and recommended to the Members for approval along with other subscription rates at the AGM

3.5 Ordinary Members.

Any natural person may apply for individual Ordinary 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.

3.6 Members may hold only one membership in the Society and must agree to abide by the rules of the Society.

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 A subscription is valid for exactly one year. During the period covered by the subscription the member is a financial member. 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 terminates 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 the Society 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 pursuant to section 4.3 must follow the process laid out in Schedule 1.

5. INDUSTRY ADVISORY GROUP

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

5.2 The Industry Advisory Group shall be responsible for their own internal structure.

5.3 The IAG shall have the right to appoint one person to sit on Council. The appointed person shall be notified to the Secretary not less than 21 days prior to the AGM. The IAG-appointed Council Member must be a financial individual Member of the Society.

6. THE COUNCIL

6.1 The affairs of the Society shall be conducted by the Council of the Society in accordance with this Constitution 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 Council members shall be 20, with the number of Elected Council members varying as necessary to maintain this number.

6.3 Only financial individual Members of the society may serve as Officers or Council Members.

6.4 No more than three employees of any company, organisation or individual may simultaneously hold positions 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.

6.5 Elected Council Members shall serve for a two-year term, until the conclusion of the AGM held in the year their term expires. 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.

6.6 Vacancies on Council

1. Any vacancy among Elected Council Members or Officers shall be filled by the membership voting through an electronic ballot, unless the vacancy occurs after the end of the financial year but before the annual general meeting in which case Council has discretion not to hold such a ballot. The replacement shall serve the remainder of the term for that position.
2. If a vacancy arises for an Appointed Council Member, the Secretary shall give notice of the vacancy in writing to the appointing body for which the vacancy has arisen. The appointing body may appoint a financial individual Member to fill the vacancy.

6.7 An elected Council Member or Officer may be dismissed by resolution of a General Meeting of the Society, provided that

a. 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

b. such resolution must be passed by at least a two-thirds majority of those voting.

6.8 The business of the Council may be carried out using electronic communication.

7. OFFICERS OF THE SOCIETY

7.1 The President;

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

7.2. The Vice-President;

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

7.3 The Secretary;

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

7.4 The Treasurer;

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

7.5 No person shall hold concurrently more than one Office of the Society.

7.6 The term of office for the Officers shall be until the conclusion of the AGM two years after their election, except that initially the Secretary and the Treasurer shall serve until the conclusion of the 2002 AGM only, and thereafter for two year terms.

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

7.8 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 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. 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 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 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 a meeting at which those taking part are physically present or in attendance via the Internet, or a Teleconference Meeting, or an electronic meeting as laid out in section 10.4.

10.2 Annual General Meetings

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

10.2.2 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.

10.2.3 The business to be conducted at the Annual General Meeting will be:

a 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.

b To approve a business plan and budget of income and expenditure for the current 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.

c To receive from the Secretary notice of the Council Members appointed

d 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 section 6.4 of this Constitution. 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.

e 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 a financial Individual Member of the Society and agreed to by the nominee, who must be a financial Individual Member of the Society. No member may propose their own nomination.

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

g) Appointed Councillors will be notified to the Secretary 21 days prior to the AGM.

h) The elections for Officers shall be conducted at the AGM prior to the election for ordinary Council Members

i) To elect an auditor. The auditor must be a member of the Institute of Chartered Accountants of New Zealand (ICANZ).

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

10.2.4 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.

10.2.5 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.

10.2.6 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:

a By the President or by resolution of the Council.

b On the request of twenty or more financial Members, in which case the request must state the motions which will be moved at the meeting.

10.3.2 A Special General Meeting shall be called by the Council or the President on a date not earlier than 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 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.

10.4 Electronic General meetings (e-GM)

1. An e-GM can be called by the President, the Council, or 5% or 20 financial Members w hichever is the fewer supporting a motion to that effect.

b. The Secretary shall issue the notice of the e-GM as noted in (e) below, and the e-GM shall be conducted in accordance with the Electronic Meeting Guidelines, as adopted by Council.

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

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

e. The Secretary shall be charged with confirming that the motion requesting an e-GM has been correctly put and approved. The proposed resolutions forming the subject of the e-GM shall be e-mailed to all members and be open to discussion for a period of seven days, closing at 11:59:59 on the seventh day following the posting of the official notice of announcement, on the member's mailing list and other fora as appropriate. After seven days members will have a ballot made available with votes being open for three working days. A resolution passed at an e-GM shall be as valid as one passed at a physical General Meeting.

10. 5 Quorum

10.5.1 A quorum for every Annual or Special General Meeting is 20 financial Members or one third of financial Members present and voting, whichever is the fewer .

10.5.2 For an Electronic General Meeting the quorum requirement is 50 financial Members or one quarter of financial Members whichever is fewer present and voting on a resolution to be quorate. In the event that a quorum is not reached at an e-GM, the resolutions forming the call for an e-GM will be deemed to have failed.

10.5.3 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, providing that the venue will be available, one week from that day.

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

10.6 Chairing of General Meetings

a. The President of the Society or the Vice-President in the absence of the President will chair every Annual, Special, or electronic General Meeting.

b. If the President and Vice-President are absent 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 section 5 of this Constitution, shall inform the Secretary in of the name of the Council Member appointed by that group. The names of all Council Members so appointed shall be reported to the Annual General Meeting before the 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 the person chairing the General Meeting shall have a deliberative vote as well as a casting vote.

12.2 Voting at physical General Meetings 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.

12.3 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.

12.4 In all elections a preferential voting system will be used.

12.4.1 In the event of an equality of votes in an election 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.

12.5 Proxies

12.5.1 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.

12.5.2 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.

12.5.3 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.

12.5.4 Proxies may be accepted by post, hand delivery, or courier or electronically by fax but not in other electronic formats.

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 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 ICANZ. 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. The Common Seal shall be affixed to any instrument only pursuant to a resolution of the Council and witnessed by two Councillors one of whom shall be the President or Vice-President.

15. RULES

15.1 These Articles are the Constitution 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:

15.3 No addition to or alteration of the pecuniary profit section (section 16 ) or winding up section (section 17 ) shall be approved without the approval of the Inland Revenue Department.

15.4 A proposal to amend this Constitution may be submitted by any member to the Secretary of the Society who must, within seven days after receipt of the proposal, forward it to all members.

15.5 No motion proposing any amendment to this Constitution at a general meeting shall be deemed to have been passed unless two-thirds of the votes cast on the motion were in favour.

15.6 Any such motion shall be put to the next General Meeting, which shall be held not earlier than fourteen or later than forty days from the forwarding of the proposal to members.

15.7 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:

a. Professional services to the Society rendered in the course of business charged at no greater rate than current market rates; or

b. 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 to the President of the Society asking for expulsion of a Member.

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

3. The President will by e-mail to the last known e-mail address notify the Member against whom the complaint has been made within 72 hours of 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 confer 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 and within four weeks of receipt of the recommendation shall either 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.

14. If a Member is terminated under these procedures any period of membership remaining in the year will be calculated and a pro-rata of subscription dues will be paid back to the person by the Society.

15. Any person subject to these procedures and having their membership terminated will normally not be permitted to re-apply for membership of the Society for a minimum of one year following the notice of termination.

© 2001 The Internet Society of New Zealand
Last updated 8 September 2001