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Governance & Constitutional Committee Report to Council 30/08/03

Notes from the Meeting of the Governance and Constitutional Committee Meeting.

Meeting took place at the INZ Offices on Monday 11 August 2003

In attendance:
Dave Moskovitz
Jordan Carter
David Farrar
Chris Streatfield (Chair)

Meeting opened at 5:30.
Jordan had to leave the meeting at 6:50.
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Agenda discussed:

  1. A) Our Composition. B) Reaffirm our ToR.
  2. Electronic AGM
    • Incorporate into existing Constitution - Issues arising.
  3. Extend the period in which to hold the AGM from 3 months to 4 months
  4. Check the Bylaws for correctness
  5. "Returning Officer" / election manager
    • New concept for modification to the existing constitution. Modify the guidelines
  6. "Electronic Meeting Guidelines" - Referred to in the Constitution
  7. Re-examine the policy and procedures concerning the formation and confirmation of Committees, their Chairs and membership.
  8. Executive Committee - Observer attendance etc
    • Check for consequences in Constitution.
  9. Other Governance Issues - Matters arising.
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General discussion prior to attacking the agenda, this threw up a need to address the "Register of Conflicts" and both enforcement of this as well as a more general sense of ethics and ethical behaviour. David Moskovitz has agreed to take on the process of getting this off the ground.

Agenda items

  • 1A. Composition: It was agreed that the composition of the Committee is OK as is.
  • 1B. ToR: The modified ToR is appended below and being proposed to council for adoption.
  • 2. Electronic AGM: The Committee agreed that provision for an e-AGM is valid and useful. It was agreed that the entire section on "General Meetings" may need general re-writing to accommodate the proposal for an e-AGM, including quora requirements and methods of enforcing a face-to-face meeting. David Farrar noted he has already started some work on modifying the relevant section of the Constitution, which he will continue and bring back to the Committee for further discussion.
  • 3. AGM Timing: The meeting was informed that we have brought this matter to the attention of Council and so it only requires the modification of the Clause in the Constitution. Due to the action being taken on item 2 this will be done at the same time. It was noted that there is a need to think through the consequences of timing if the AGM is to be held by electronic means. Opening and closing of the AGM proper would be less defined than with a face-to-face meeting. The need to be more timely with hard-copy documentation being prepared in the run-up to the AGM was also noted and we agreed to raise the point with the Admin Committee.
  • 4. Bylaws as exist on the web site were circulated. It was noted that the current version of the Bylaws on the web site are incorrect. A motion to amend the clause on Chairing of meetings, proposed by Simon Riley was properly approved but has not yet been included. On reading through the whole document the Committee agreed to propose some additional modifications to these Bylaws and the motion to make the changes were circulated to Councillor in time for them to be able vote on the matter at this meeting. The forshadowed motions as published in an attached paper are recommended to Council.
  • 5. Returning Officer: The Committee agreed that this is a sound proposition. Council will receive a proposal to appoint a Returning Officer and (two?) scrutineer(s) to hold office for the year. The Constitution will need modification accordingly, removing the Secretary as the default Returning Officer. There was discussion on electronic voting procedures, particularly the reporting of results and the auditing of the votes. It was agreed to propose that John Vostermans be asked to make some modifications to the on-line "transferable vote" voting software that will permit the following audit trail:
  • Each voter is given a reference number as their Username and a chart will be kept that maps Real name to Username, independently of the voting software. This can be made available to the Scrutineers on request. This listing should be destroyed, after the scrutineers and returning officer are satisfied that the election was conducted correctly, and the results have been published.
  • On the web site only the full detailed voting results are published, with all votes that were cast by listing the Usernames issued. This permits every voter to check if their vote was correctly accredited by the software while maintaining a proper secrecy around how individuals voted. The widely reported results on the lists will be at a maximum the "each round" results as published for the most recent election. Once approved these changes will be included in an updated "Election Guidelines" document.
  • 6. Electronic Meeting Guidelines: On reading through this document it was agreed that both experience of use and the various Constitutional changes put in place in 2001 have superceded these guidelines, which are now showing their age at 6 years. It was proposed and agreed that the link, at least from the Constitution page, should be removed as it creates unnecessary contradictions with other official documents and current practice.
  • 7. Policy and procedures around Committees, their Chairs and membership: Following an animated discussion on this issue, it was agreed that some concerns that were raised should be documented and brought to the President's attention.
  • 8. Executive Committee issues: It was noted that the papers on this matter are being presented at this Council meeting with the addition of Simon Riley's excellent e-mail post on the topic being added. On general discussion on the topic of Executive Committees it was agreed that the scope and framework of delegated authorities is a crucial issue on the validity and viability of an Executive Committee.
  • 9. Other business: Document handling, it was noted that there have been some occurrences where procedures for handling of documents internally has not been adequately clear. This was agreed by the meeting but unfortunately the meeting was running over time at this point so the matter will need to be explored further.
  • The meeting closed at 7:45.

Revised ToR:

Responsibilities:

  1. To reflect on the nature of the governance process and the governance/management split in InternetNZ and to suggest reforms where appropriate.
  2. To examine and monitor the operation and implementation of the Constitution of InternetNZ.
  3. To propose reforms to the Constitution as issues arise.
  4. To accept from Council and Members specific topics to be examined as requested.
  5. To give Council guidance in case of disputes concerning interpretation of aspects of the Constitution.
  6. To reflect on, and monitor, the developing relationships between Council, NZOC, and InternetNZ subsidiary companies.

Powers:

  1. Report to Council on governance issues including any suggested changes
  2. Report to Council and Members on Constitutional matters
  3. Determine and spend up to that level an annual budget as agreed by Council.

[To be added as new]

Meetings:
Meetings shall be scheduled in advance for the forthcoming year and the schedule published. The Committee will meet at least three times F2F 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. Notice of such approved change shall be mailed to all members of the Committee. 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/Executive Committee.

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.

Recommendations

  1. That the revised ToR as published here be accepted.
  2. That the motions for changes to the Bylaws, as circulated to the Council list and published here be put.
  3. That John Vostermans be asked to examine the voting software and make the modifications necessary:
    1. To enable non-identifiable Usernames to be issued, and
    2. compiled for reporting purposes.
  4. That Admin Committee be formally changed to Executive Committee and that this Committee be charged with proposing proper delegations for the functions of the Executive Committee to the Executive Committee and Council for approval.

© 2001 InternetNZ
Last updated 25 August 2003

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