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Governance & Constitutional Committee Report 07/07/03

Governance and Constitutional Committee. Chair's paper.

It is the general intent here to flesh out the relevant parts of the report tabled by the Committee at the November 2002 Council Meeting. The report is attached ( Annex 1 ) to this paper for your convenience.

Executive Committee / Admin Committee

1. Admin Committee - role, responsibilities and authority. In order to properly understand the principle difference between the roles of the two types of Committee which are the subject of this paper, it is perhaps best to lay out the current situation concerning the Admin Committee.

2. ToR - The Admin Committee, like other Committees has a Terms of Reference which are confirmed by Council and which lay out the activities that the Admin Cmte will be responsible for. The only current ToR I can find on the InternetNZ web site is as follows:
" Administration Committee
Responsibilities:
Operational matters, finance, meeting organisation, staffing issues, liaison with other organisations, communications.
Powers:
Delegated power to resolve all staffing issues except appointments, dismissals and changes in salaries in which case it recommends to Council.
Power to approve expenditure of up to $5,000. (*)
General delegated power to act on behalf of Council in emergency situations where a quorum for Council can not be found in time.
To create working groups in consultation with President. (**)
To approve budgeted expenditure for [this] Committee."

* This is presumably intended to apply to unbudgeted expenditures.

** Under the policies and procedures approved by the Members this is no longer a valid authority.

3. As noted in the original paper, annex 1, Admin Committee can only recommend to Council. Para 2 "Powers" are not particularly extensive authorities and apart from the items exactly specified all other deliberations can only lead to recommendations to take to Council. Despite remarks in Council to the contrary ("this looks like a report from an Executive Committee" etc.), the Admin Committee has not at any time exceeded these authorities as far as I can tell. The difference in a transition to an Executive Committee as will be seen below in the listings of the functions of an Executive Committee is about delegated authority.

4. Executive Committee - role, responsibilities and authority. What is an Executive Committee (Excom)? An Executive Committee is, in general, a subset of the governance body with the Officers as members and chaired by the chief officer (the President). The role of the Excom is to be a management, decision-making body for the organisation between full plenary meetings. To quote from the (global) ISOC Bylaws - Executive Committee -

5. " Section 13.

  • "The Executive Committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Trustees in the management of the affairs of the Society "

As you will note this is the reverse of the situation concerning an Admin (or other) Cmte where only specific rights are granted based on the ToR. This is much closer to the manner in which the NZOC was created and delegated various authorities.

6. Excoms, like our own NZOC, are usually charged with policy-making recommendations, that is formulate and suggest particular policies to be ratified by full plenary meetings. They are also always granted full authority concerning administrative and financial (excluding budget) matters for the organisation without referral back to the governance body.

7. So how would it look for InternetNZ? - With a desire to reduce Council meetings both in number and in length the creation of an Executive Committee would take (be delegated) the authorities necessary to remove the general run-of-the-mill administrative tasks from Council Meetings. At the end of this paper in para 9 I have set out some specifics in terms of authorities etc. This is not intended to be definitive but an outline and a guide. In order for this to be a properly efficient move forward however it also requires that we put the Standing Committees on a more professional footing (again see annex 1). I include here part of a report I had to put on the web last week:

  • "The group then turned its attention to the standing committees, which, as many have said, are not standing at all. It was agreed that, if better defined as organs of the Federation, the standing committees held a lot of potential. They could serve as one of the means by which technical competence and experience is developed. They could provide the Executive Committee with sound technical advice or additional information useful for the formulation of FICSA positions. They could be the forum for greater participation by the membership between Council sessions and thus also strengthen the sense of solidarity. They could be an additional link between the Executive Committee and the wider membership of the Federation. First steps to turn the standing committees into organs of the Federation are proposed below."

8. These comments will ring some bells I suspect. It is certainly a widespread problem, that persons sitting on committees see being named to a seat is the limit of the required participation. This is part of a document produced by an international body under the UN auspices and contains much that I personally agree with. I have forwarded the full document to Peter for his appraisal.

9. I believe we need to think of the Committees as normal extensions of Council meetings. They have formal meeting dates (which are fully respected), formal agendas published in advance and full and correct minutes and reports. With a change in Admin responsibilities and a formal responsibility/obligation structure applied to Standing Committees we can envisage 4/5 half-day meetings in plenary for Council. There should be a set of rules which are applicable to all Committees and which are part of but precede the rest of the ToR of each Committee:

10. Meetings. Meetings shall be scheduled in advance for the forthcoming year and the schedule published. The Committee will meet at least three times during the year. Once scheduled, a meeting date or location may be altered or cancelled only for sufficient cause by majority vote at a regularly constituted meeting of the Committee not less than 20 days before the original date or the new date set for the meeting, whichever is earlier. Notice of such approved change shall be mailed to all members of the Committee and notified to the Office of the Society not less than ten days before the original or the new date of said scheduled meeting, whichever is earlier. In addition, the Committee may also meet by teleconference or other electronic form.

Budget. The Committee can expend its authorised budget but all such expenditures must be notified and justified to the Office of the Society. No expenditures in excess of the authorised budget will be permitted without the prior authorisation of the Admin Committee.

Minutes of Meetings . Minutes of all meetings of the Committee shall be circulated to all Council Members.

Committee Reports. Committee Reports will be structured and include the agenda discussed, Committee Members in attendance, time and place of the meeting. When items discussed at the meeting give rise to recommendations to Council, the recommendations will be included at the end of the report and highlighted for easy reference.

To conclude this paper I suggest the following:

11. Composition of the Excom. The four Officers of the Society and one other elected Councillor would be the normal make-up of the Excom.

  • Delegated authorities for an Excom:

    At all times between Council meetings the Executive Committee shall have all the powers and duties of the Council except as to such matters that the Council has, by resolution, expressly reserved to itself. All such powers and duties of the Executive Committee shall be subject to the following limitations:

    1. Council may, by majority vote provided a quorum is present, overrule any act or decision of the Executive Committee;
    2. That the Council may direct any action or plan of the Executive Committee.

    The Executive Committee may divide its duties and responsibilities among its members as it sees fit and conduct its business as it finds necessary.

    Responsibilities:

    1. The Executive Committee shall be responsible for operational matters, finance matters, communications, liaison with other organisations and administration of the Society.
    2. The Executive Committee shall specify those activities to be administered by the Executive Director.
    3. The Executive Committee shall be responsible for the management of InternetNZ property and equipment.
    4. The Executive Committee shall prepare and present an annual budget to the Council and Members for approval.
    5. The Executive Committee shall be charged with broadly considering InternetNZ policies and making appropriate recommendations to the Council on its own initiative.
    6. The Executive Committee shall direct and co-ordinate the work of all of the Standing Committees.
    7. The Executive Committee is charged with setting the dates and times of Council meetings of InternetNZ and provisional dates for all Standing Committee and Council Task Force meetings.
    8. The Executive Committee shall have oversight responsibility for the implementation of the InternetNZ Strategic Plan.
    9. Responsibility for the management of InternetNZ assets shall rest in the Executive Committee with the advice and assistance of the Treasurer and/or the Society's accountants.
    10. The Executive Committee is authorised to approve transfer of funds between budget lines.
    11. The Executive Committee may select, and authorise the execution of contracts with external contractors and consultants.
    12. The Executive Committee shall have the responsibility for all employee relationships, and resolve all staffing issues including appointments, dismissals and salary negotiation but excepting changes in the senior staffing positions in which case it recommends to Council.
    Chris Streatfield
    Chair, Governance and Constitutional Committee
    InternetNZ
    22/06/03
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