Governance & Constitutional Committee Report to Council 17/10/03

Status: Received at Council Meeting 17 October 2003

Meeting took place at INZ offices, Wednesday 17 September, 6:00 PM

Present:
Michael Wallmannsberger (Deputy Chair)
David Farrar
Jordan Carter
David Moskovitz
Chris Streatfield (Chair)

In attendance Pete Macaulay (Executive Director)

Agenda discussed:

1. Executive Committee Delegations/Authorities (On-going from Council)
2. Capture of InternetNZ (from David Harris and Executive Committe)
3. Relationship with NZ Government (raised on the Executive Committee list)
4. Register of Interests/Councillor Ethics (from last meeting)

The meeting opened at 18:05.

1. Excom Delegations: The paper placed before Council entitled "Chair's Paper" was used as the starting point for the extensive discussion. Other papers on the topic were addressed as the discussion progressed. The suggested outline of limitations, obligations and authorities was then dealt with on a line-by-line basis. During the discussion individual points were modified, added-to and deleted. The points raised by the "VP's" paper were also addressed. The discussion clarified the need to include a quorum requirement in the ToR. It was also agreed that the Excom be furnished with a minute-taker for their meetings. The size of the Executive Committee was addressed. It was noted that one of the primary limitations on the Executive Committee's powers is the right of Council to vote to overturn any decision. If, as has been suggested, the Committee size could rise to seven members ( 50% of Council ) this will effectively negate any chance Council has of contesting a decision. So the recommendation is to maintain the size of the Excom to the Officers and one other Councillor.
   

   Discussion on authority to expend extra-budgetary funds gave rise to some discussion on setting limits and how this might best be achieved. The Committee agreed that A) it is not acceptable to have expenditures which can be classified as "extra-budgetary" so the Committee is recommending that all future budgets for the Society should include a "Contingencies" line from which such expenditures can be sought, and B) the Contingencies line should include project funding for all Committees so doing away with individual pots for separate Committees. The result of the discussion gives rise to the authority to expend funds from this budget line "...in-line with the business plan..." which is a considerable improvement on the current Admin Committee ToR which does permit unbudgeted expenditures. The Committee unanimously endorses the ToR as appended and recommended to Council below. (recommendation 1 )

   Dave Moskovitz and Pete Macaulay left the meeting at the end of this discussion at 19:45

2. Capture of InternetNZ: The Chair noted that this topic is raised from time-to-time and was extensively discussed by the then Constitutional Review Working Group during their work on revising the Constitution in 2000/2001. The posting giving rise to the current discussion suggested that the Society may be at risk from manipulation by a corporate raider intent on asset stripping the Society (specifically a pool of liquid cash and the "valuable asset of the NZRS"). Several points of interest were raised during the current discussion.
   

   The Committee took note of the concerns as raised in the posts on the matter but also agreed that "capture" of the Society is not only characterised by the corporate, asset-stripping raider potential but also by the Membership wishing to ensure change in the direction of the Society which can be a positive democratic process. A process that the Committee agreed should be carefully protected.

   It was noted that a considerable part of the Society's liquid funds will be put into long(ish)-term investments so that the argument of the size of the funds could prove to be a motive for "take-over" is not so relevant. It was further noted that although the Society is the sole share-holder of the Registry Company, RegCo is still an independant private company and the Directors of NZRS have legal and fiduciary responsibilities that cannot easily be by-passed in a hostile environment.

   It was agreed that generally the current Constitutional framework is satisfactory on this issue but we agreed that there should be a Constitutional amendment put forward that the number of concurrent elected Councillors from any one organisation should be reduced to two (from the current three) and that we would also explore the possibility of strengthening the Council's right of refusing Membership(s) if Council felt that new Member(s) were not conforming to the Society's Objects and Rules. (recommendation 2). It was agreed that the current Rules around the ability to remove Membership rights (Schedule 1 of the Constitution) are already adequate and so no changes are required in this area.

3. Relationship with NZ Government: A litigation in Australia concerning auDA's legitamacy and the consequent statement that auDA has a specific Australian Government endorsement raised the question of whether InternetNZ should seek such an endorsement from the New Zealand Government, and if so what type of endorsement. It was noted that two members of the Committee (Jordan and David F.) had posted oppositions to the propostion, while the President had posted an open-minded, mildly approving position. The matter was discussed at some length with some emphasis on determining the general authorities of national bodies when their relationships and structure were related to international and global entities. It was noted that the Internet was created and is maintained by the global Internet Community and that InternetNZ's obligations and responsibilities are to represent the LIC on behalf of the global Internet community. InternetNZ undertaking this activity well, to the high standards to which we aspire, is of benefit to the home nation state, manifesting in a stable, accessible and independant Internet. It was noted that a considerable strength of InternetNZ in maintaining our Objects is the committed and caring Membership. There was also broad discussion of the current direct and indirect links and relationships of InternetNZ with the NZ Government. We determined that we do not need to seek any form of specific Government endorsement and loosly recommend the status quo to Council. (recommendation 3) .
   
4. Register of Interests, conflicts of interest: Dave Moskovitz has done some research on this matter for the Committee. A brief discussion took place on the topic and it was agreed to recommend to Council that an item be added to the start of every Council agenda requesting Councillors to note if they are in a position of potential conflict with any items on that meeting's agenda. (recommendation 4) . This is noted in the preamble to the Register on the web site but will remind Councillors of the need to fully declare any conflicts that might not be clear. It was futher agreed that we would propose an addition to the Bylaws specifically requiring Councillors to enter their interests in the Register. (recommendation 5) .

   The Committee extended their formal thanks to INZ staff for the preparatory work undertaken to enable the meeting to go ahead. The meeting closed at 20:45.

RECOMMENDATIONS:

1. That the appended Terms of Reference for the Executive Committee (with any modifications requested by the Excom) be adopted.
2. That the issues raised that will give rise to motions for Constitutional amendments be noted.
3. That Council take note that this Committee does not recommend any process of seeking change to our status viz-a-viz the New Zealand Government.
4. That Council adopt the proposed addition to the Council Agenda.
5. That the Bylaws addition on entries to the Register of Interests be considered and adopted by evote after the 14 day requirement has been fulfilled.

Terms of Reference for the Executive Committee, InternetNZ.

1. Composition of this Committee: The 4 elected Officers, being the President, Vice-President, Secretary and Treasurer, and one other Councillor (confirmed in position by affirmation of Council on nomination from the President).
2. Chairperson. The President shall chair all meetings of the Executive Committee. In the absence of the President the Vice-President shall chair the meeting.
3. Quorum. A quorum must be formed before any official business of the Executive Committee can be discussed. At least 3 sitting members of the Executive Committee must be present within 30 minutes of the announced starting time of the meeting for a quorum to be established. At the discretion of those present the meeting may be adjourned by up to an additional 30 minutes to allow for a quorum to be present. In the event that a quorum cannot be established the meeting must be adjourned for seven days and so announced to the Members-Announce list accordingly.
4. Conduct of Meetings. Wherever possible the meetings will be conducted using the rules in the Bylaws of the Council.
5. Meetings. Meetings shall be scheduled in advance for the forthcoming year and the schedule published. The Committee will meet in general at monthly intervals throughout 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 10 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 seven 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.
6. Minutes of Meetings. Minutes of all meetings of the Committee shall be published.
7. Committee Reports. Committee Reports will be structured and include the agenda discussed, Committee Members in attendance, time and place of the meeting. Committee Reports will be published monthly.
8. Scope of Authorities. 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 overrule any act or decision of the Executive Committee; 2. That the Council may direct any action or plan of the Executive Committee.
9. Specific Areas of Responsibilty.
   1. The Executive Committee:
      shall be responsible for oversight of:
      1. the business plan,
      2. operational matters,
      3. finance matters,
      4. communications,
      5. liaison with other organisations, and
      6. administration of the Society;
   2. shall specify those activities to be administered by the Executive Director and provide operational guidance;
   3. shall be responsible for the oversight of the management of InternetNZ property and equipment;
   4. shall prepare and present an annual budget and business plan to the Council for approval;
   5. shall be charged with broadly considering InternetNZ policies and making appropriate recommendations to the Council on its own initiative;
   6. shall co-ordinate the work of all of the Standing Committees;
   7. is charged with recommending dates and times of Council meetings, all Standing Committee and Council Task Force meetings;
   8. shall have oversight responsibility for the implementation of, and regular review of, the InternetNZ Strategic Plan;
   9. shall be responsible for the management of InternetNZ funds and investments with the advice and assistance of the Treasurer and/or the Society's accountants;
   10. may select, and authorise the execution of contracts with external contractors and consultants in line with the published business plan;
   11. may expend the authorised budget for the Committee;
   12. may authorise expenditures from the Project and Contingency Fund, in line with the business plan and up to but not exceeding the budget. Any increase in the size of the Project and Contingency Fund budget must be approved by a vote of the Council.

Recommended addition to the Council Bylaws

4. Conflict of Interest

All members of Council are required to notify the Society Office of any Conflict of Interest promptly for inclusion in the Register of Conflicts. Members of Council are required, at the start of Council Meetings, to inform the meeting if any item on the agenda will give rise to a potential conflict of interest for that Member. Council will note the declaration and determine if the Member will be requested to withdraw during discussion on the indicated topic.

(All sections following will be re-numbered accordingly)

Chris Streatfield
The Governance and Constitutional Committee

© 2001 InternetNZ
Last updated 10 October 2003