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Supplementary Report of the Constitutional Working Group 30/09/02

N.B. deletions from the original paper are signified by "[...]"

ANNEX 1.

This report is a supplement to the main report of the Working Group and focuses on one area:

  • Implications of an Executive Committee

Executive Committee

There has been a lot of discussion in Council recently over the role of the Admin Committee and its apparently growing powers. Some Councillors have expressed disquiet over the developing role of the Committee while others have welcomed it.

It seems useful to restate that InternetNZ currently has an Administration Committee. The Committee is chaired by the President and has the power of recommendation to Council. It is the customary employer of the Society's staff and contractors.

How would an Executive Committee be different?

The key change would be that InternetNZ would delegate some decision-making powers to the Committee. Instead of being a body that makes recommendations to Council for action, the Committee would be able to make decisions within its defined delegated powers.

So, for example, if staffing was delegated to the Committee, then it would report its decisions to Council but would not require Council signoff. If budget management and reallocation within a specified tolerance were delegated to the Committee, it would report its decisions to Council rather than asking for approval for proposed changes. It would presumably consult Council about major decisions, but it would be the deciding body - not Council.

Would this be a good change?

By itself, no. With the current mode of operation of the Society, establishing an Executive Committee would simply accelerate the loss of decision-making capacity on Council, and render that body as it stands less meaningful than it already is (though this is sometimes hard to imagine).

On the other hand, the Working Group believes that the Society should take this opportunity to reconsider how it organises its way of working.

Redesigning how Internet NZ works.

This starts from the recognition that the output and decision-making capacity of Council faces some serious and credible challenges. With the new SRS environment in place and the new governance arrangements in place to manage it, Council faces a reasonably complex environment, with many organisations now being relevant:

  • .nzOC managing the Office of the Domain Name Commissioner
  • [...]
  • the new Registry Services company
  • the remaining functions of the Society's office.

It is a matter of public record that Internet NZ's capacity to manage subsidiary organisations is highly limited. It is also self-evident that Council's governance capacity, decision-making processes, policy output, coherence and sense of direction are not beyond reproach.

It is time to resolve these issues and set the core Council on as good a sustainable footing as has been done for the new Registry company and the .nzOC.

The alternative to making changes is to continue in our current sloppy fashion. This is not sustainable in the long term. With the greater transparency in place because of the SRS split, it is more important than it has ever been that we can demonstrate effective outcomes from the nameholder resources we are drawing on.

The Working Group, like Council itself, is prepared to face up to the fact that this is a new environment which requires us to re-evaluate things from first principles. [...]

After some discussion, we sketch the following ideas as ones to work with:

  • Council meetings must become much more useful, and probably less frequent.
  • The bulk of Council deliberation should be in the consideration of well-prepared papers and making decisions on direction and policy, rather than delving into operational matters.
  • This implies major changes to the focus of our paid resources - to a much more direct role in:
    • Supporting and assisting the work of Committees.
    • Supporting quality reporting for Council meetings.
    • Ensuring Council focuses on governance issues through appropriate reporting.
    • Being a creative force throwing ideas and proposals for action to Committees.
  • Council would meet in plenary perhaps four or five times a year.
  • With this system, there is a clear need to have a reasonably powerful Executive Committee to manage the society's workflow between the less-frequent Council meetings.
  • This committee would work closely with staff to ensure that Committees were being properly resourced, and to monitor their workflow.
  • Councillors should have access to governance training; their role is as important in many ways as the role of the Directors of our subsidiary companies.

[...]

Going with change

There is a real opportunity to dramatically improve the Society's functioning, and position it well to make a much larger contribution to the development of the Internet in this country. To do so, we need to reform how we work- and this paper provides some input into how that can occur.[...]

For the Const Working Group
Jordan Carter
05 October 2002
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