Constitutional Review Working Group Report 12/11/02

The meeting was called to take place in Parliament buildings at 5:30 PM.

Present were

• Chris Streatfield (convenor)
• David Farrar
• Jordan Carter

The meeting convened at 5:30 and Jordan joined the meeting at 6:00 for 45 minutes due to other commitments.

A fairly broad discussion took place before re-examination of the ToR and detail as laid out in the previous report. In the light of the various changes proposed for the structure of INZ and the move towards better governance by Council we examined the interaction of Committees/Working Groups and Council and how we view a way forward in conjunction with these changes.

This WG

1. In discussion we determined that we see a permanent on-going role for this Group taking on the additional role of examination of the on-going governance of/by the Society. Unlike the general structure outlined last year for Working Groups this Group has always been a Working Group of Council rather than of a Committee. As such we see the need to formalise this by changing the status of the Working Group to one of a Standing Committee. The structure of Council Committees is the prerogative of the President so we propose to the President that he accept this change and to Council we ask that this change be ratified.
2. If approval and ratification is forthcoming for this proposal we will be looking to increase the size of the Committee. Several names were proposed and the various persons will be contacted to ascertain whether they are interested in participating in the Committee before any final decision will be made.
3. We agreed to the name change as proposed in our previous report but modified to "Governance and Constitutional Committee".
4. Consequently we also made slight modifications to the ToR as proposed to better reflect the responsibilities of this Committee. The full ToR are appended below.
5. Although the document noted in the previous report has been produced and included we have determined that in fact a great deal of the content will need re-examination in the light of the various changes taking place in the Society so we wish to have report "noted and tabled" at this point in time.

Council - Committees & Working Groups

We propose that full plenary Council Meetings should be reduced in number to 6 per year - 5 Regular Meetings and the post-AGM meeting. To achieve this we further propose that Committees and Working Groups should be more formally structured, closely aligned with the way Council currently functions.

SCs and WGs should:

1. determine and publish a meeting schedule for the year ahead with a minimum of quarterly meetings. Meetings are assumed to be both F2F and tele-conferences;
2. determine a quorum for a meeting (dependant on the size of the group);
3. formulate and pre-publish proper agendas;
4. produce full, well-written papers to proceed to Council;

To facilitate these proposals for Council we propose that a model agenda and report template should be produced. The model Agenda should be in annotated form with each Committee paper noted, and any motions or recommendations forming part of the Agenda. There must always be a President's report to Council and an ED report. Council should only address the Agenda, meaning that any late papers will not normally be included or addressed by Council unless there is unanimous approval of the inclusion.

The Report Template should indicate the input from the Committee and include a section of the impact of the deliberations on InternetNZ, including noting if there is any budgetary impact and what that is estimated to be. Proposed Motions and recommendations to Council should be clearly laid out and appended to the Report remembering that these will form part of the Council Meeting Agenda.

Following on from the "draft" governance paper currently before Council we also see the need for a formal permanent Audit Committee to be created. We therefore propose this to the President.

Next meeting scheduled for 10 December at 5:30.
The meeting closed at 8:00 PM.

Terms of Reference: 12/11/2002

1. Name:
   

   The name will be " Governance and Constitutional Committee "

2. Responsibilities:
   
   i) To reflect on the nature of the governance process and the governance/management split in InternetNZ and to suggest reforms where appropriate. ii) To examine and monitor the operation and implementation of the Constitution of InternetNZ. iii) To propose reforms to the Constitution as issues arise. iv) To accept from Council and Members specific topics to be examined as requested. v) To give Council guidance in case of disputes concerning interpretation of aspects of the Constitution. vi) To reflect on, and monitor, the developing relationships between Council, NZOC, and InternetNZ subsidiary companies. vii) To investigate the potential to have annual general meetings entirely online, reporting to Council by 1 May 2003.
   
3. Powers:
   
   
   i) Report to Council on governance issues including any suggested changes ii) Report to Council and Members on Constitutional matters iii) Determine and spend up to that level an annual budget as agreed by Council.

RECOMMENDATIONS
(1, 2 and 6 to the President, 3, 4, 5, and ToR to Council).

1. That this Working Group be made permanent and formalised as a Standing Committee;
2. That the name to be changed to "Governance and Constitutional Committee";
3. That the ToR as listed here be ratified by Council;
4. That Committees and Working Groups be directed to formalise their meeting dates, agendas and reports and to take up a Report Template (to be produced);
5. That a formal Model Agenda be created for Council Meetings and the consequence that papers not produced in a timely fashion be excluded from Council deliberations except as noted above;
6. That a permanent new Committee be established named "Audit Committee".

© 2001 InternetNZ
Last updated 06 December 2002