Governance & Constitutional Committee Report of meeting 05/03/05
Meeting of Saturday 5 th March 2005 at INZ Offices.
Present: Jordan Carter, David Farrar, Michael Wallmannsberger (deputy Chair), Chris Streatfield (Chair).
Apologies: Dave Moskovitz.
Agenda Discussed:
1. Review of issues over the past 9 months - matters arising
2. Governance what is it?
3. From Council discussion Friday:
A. Internal Communications, particularly Committee/Committee/Council
a) Committee reporting / versus / Minutes
b) Report Templates
c) Committee Chair roles
d) Staffing support
e) Meeting Frequency
f) How matters are determined
g) Minuting of meetings
B. Travel policy/governance issues around authorisation.
Other matters:
INZ Voting software/interface
Outstanding Constitutional matters
Meeting convened at 10:35 AM.
1. Review of work to date: A brief discussion on matters dealt with over the last 9 months exposed a couple of issues still outstanding requiring one Constitutional amendment vote and one Bylaw amendment vote. These were added to the agenda and discussed in a bit more detail later in the meeting.
2. Governance: This item could have been added to item three but was thought worthy of a slightly separate discussion. A point was raised in Council that there is tendency to use the term "Operational" as a term of convenience or as a way to avoid discussion on a topic. Some clarification might be needed to avoid this misconception.
Over the last few years we have generally been moving the Society to a more professional approach to our work, from a state where all the work of the Society was handled by the elected volunteers, to a situation where there is an increasing number of paid staff members carrying out the day-to-day operations of the Society and the volunteers being able to concentrate to a greater extent on governance (i.e. Policy) issues. The Society is still a small organisation and we are still in a somewhat transitional phase of "partnership" between Board (Council plus Committees) and [operational] Management. Nevertheless the intention is to move the Board further and further away from a "hands-on" role to one of policy-making. The Management role is one of implementation of policy/policies set by the Board. Once a policy has been debated somewhere within the Board level and approved at Council it is then over to the management to deal with matter until completed.
This is not a matter of convenience or obfuscation but one of proper separation of duties. Board level personnel should discuss the mater to develop a working policy and then not have to have further input in to that topic but to receive reports on progress towards final implementation (sometimes just once for one-off steps).
Governance and Constitutional Committee foresaw this as a major milestone, towards sound governance, of a process commenced when we sought to give greater autonomy to Committees and away from a monolithic Council construct. Final authority rests with Council but the Council should be moving very much to a short meeting format, to receive reports from Committee Chairs and approve (or otherwise) recommendations coming from those reports.
3. A. Internal Communications: The above discussion led onto the role and function of Committees and the internal reporting process that was apparently the underlying core issue that raised the above topic. Our original vision for the general structure of the Governance of the Society was that the "work" of the Society would all take place within the Committees, and as noted, report back to Council with recommendations coming from their deliberations. This has the great value of ensuring a somewhat narrower focus than generalist discussion at the Council table and enabling the discussions to stay on-topic. There is still a tendency in Council to re-litigate Committee deliberations which can be very time-consuming and mostly not as productive as within the Committee environment.
It is our belief that much of this is due to two issues. One is what might be described as estrangement from the work of the Society and the second a communication failure, between Committees, between Committees and the Office and between Committees and Council. To address this matter we debated the Committee procedures and the relationships to Council, the office and each other. We see being able to resolve both issues by addressing the formality of the Committee structure. This encompasses the processes and frequency of meetings but also the external interfaces of the Committees through reporting. It is also our view that the Office, through the ED or his designate, should be able to fully report on all work-streams in the Society. In order for this to be possible it is necessary that a proper dialogue be put in place between the Committees and the Office.
Where Council Members' almost sole connection with the Society's work is through attending Council meetings there is bound to be a sense of distance. We are therefore recommending that:
- All Committees will henceforth meet monthly. Meetings will
be scheduled in advance, Michael will contact each Chair on this matter
so that clashes can be avoided. All members of the Committees will
receive notification of the meeting dates and the manner of the meeting
(e.g. F2F, Teleconference etc.). Action Point Michael.
To assist towards better communication processes:
- There
will be a standard format template used for Reports, which will be
produced following each monthly meeting (we are aware that we have
recommended this in the past and it has more-or-less fallen on deaf
ears, but the rest of Council have a right to expect that reports will
be in similar formats). Action point for Jordan on this.
- On
reporting structures we note that each Committee should keep some form
of minutes of their meetings but that these should not be the report
coming forward to Council. Each Committee report will at a minimum
include attendees, agenda, recommendations, dates and times. Each
report should contain enough information to communicate to those not at
the meeting the reasoning behind any recommendations being made but it
does not require verbatim reporting. The Committee reports
will be sent to the Executive Committee and published monthly on the
Council list and the INZ web site so keeping other Committee Chairs and
the rest of Council abreast of the current work.
-
Each Committee will generate a list of "Action Points" to be addressed
and ticked off when completed and added to as new issues are taken up
for discussion. This list will be published along with the Committee
reports.
- Staffing support will be offered to
each Committee, and it will be a discussion between the Committee Chair
and Office how this might best serve the Committee's work and
reporting. (An addendum on this point: we see the relationship of the
Committees with the operational staff as a partnership process, with
Chairs being in regular contact with the office so that there is
bi-directional communications in place.)
- Matters
coming before Committees should be an open process of a number of
options, self-generated, referral from Council or Executive Committee
or from the Management.
- Although we don't believe there are any issue in this area it is worth noting that we assume that Committees will stick to their mandated area of work.
There are the potential for budgeting issues for Committees from these recommendations so it also recommended that each of the Committees affected should have their meeting budgets augmented accordingly.
The matter of "In-Committee" sessions was also raised, it being noted that there is an increase in the use of the procedure, and due to the nature of this process, information within these periods is denied to outside observers (through reports and minutes). It is our recommendation that matters that require "In-Committee" sessions be tied together for debate only once during a meeting, and that some further examination be given to the justification for such items to be in closed session.
A general point noted coming out from this discussion was the process of minutes of meetings. Although outside of our remit to recommend on this matter we would like to express a desire to see a staffer or temp to take minutes that has this as a primary capability within their skill set. We think it is a special skill to take and deliver a good set of minutes from a meeting. When the minutes are sub-standard there is an increased load on Committee Chairs in editing the output to a satisfactory standard.
3. B. Travel Authorisation: The matter of travel approval and what seem to be obscure procedures around this were raised at the Council table. The Committee looked into the good governance practice around this matter and we noted that unlike other procedures we have in place on similar situations there is a tendency for this to be less than perfect. We note for example that there does not seem to be the opportunity for persons completely detached from the International arena to be considered for attending such meetings and that unlike virtually all other ccTLD holders the majority of our participants are volunteers rather than staff.
Having enquired of a member of both our Committee and of International how the process is normally handled we are concerned that there is a lack of transparency and a perceived tendency to exclusivity in the general selection of participants. We therefore propose that the following procedure be put in place to expand the base of applicants so increasing the Society's skill base and as much as is possible removing any perceived conflict of interest or self-selection processes.
- As now, the annual international business plan should be
constructed by the International Affairs Committee (IAC), laying out
the known meetings which INZ should attend for approval by Council.
This should be represented by a detailed line budget for each
determined meeting. (As requested at Council, a breakdown of
expenditures by line over the year can then be easily determined.) As
with other budget procedures within the Society this is a binding
structure in that funds are non-transferable across budget lines. In
the case of unscheduled meetings occurring from time-to-time, the
decision as to whether to attend any such meeting will rest with
Council deciding on the business case put forward to support the
application.
- The attendance profile will
frequently be determined by the particular meeting as to whether it is
a staff member or volunteer that should attend various of the meetings
throughout the year.
- All persons that can be
considered to attend international meetings should be considered for
any given trip and the individual should not in general be
pre-determined.
- There are two separate
procedures where a trip in designated as a staff trip and when it
determined as a wider base of representatives.
-
When the trip is designated as requiring staff representation the
determination will rest on the "branch" of the organisation that will
best benefit from the representation. If it is determined that it is
.nz then it is a matter for the Office of the DNC. If it is the Society
then the matter will rest with the ED. If either, or both, of these
persons is conflicted by dint of being the potential traveller the
matter should be referred directly to the authorizing body to
determine. Signed approval for the designated traveller/s will still
need to be sought from the appropriate authority, and depending on the
budget source, this will be .nz Chair or the President.
-
Where the representation is determined to be open to a wider base of
volunteers as well, a separate procedure should be undertaken.
-
By, at the latest three months prior to a trip taking place, all those
that wish to be considered as possible approved INZ representatives
should fill out a travel application form, stating the business case as
to why they should be considered.
- A selection
committee should be created of completely non-conflicted persons to
assess the business cases and select the person/s to represent INZ at
the meeting/s.
- We recommend that the selection committee should be comprised of:
- The President (or, in the case of conflict a designee)
- The Treasurer
- Chair of the Committee directly impacted by attendance at the meeting (or, in the case of conflict a designee), e.g. Technical Committee
- IAC Chair (or, in the case of conflict a designee).
-
The task of this committee will be to examine the business case put
forward and evaluate the value of attendance to INZ of the various
applicants and to select according to best perceived return on the
investment being made by the Society.
- The recommendation/s from the selection committee then go forward to the authorizing body in the normal manner for sign-off.
It is certainly the belief of this Committee that it is an obvious conflict of interest on the part of the IAC to be determining who should attend any given meeting if it one or more of the IAC members are those undertaking the travel. Under the present procedures this must be the case as the greatest amount of experience in this arena is all contained within the Members of the IAC. By removing the selection process to an external Committee of non-conflicted persons this protects all parties to best possible extent.
4. Other Business
Voting Software
This issue has been hanging around for some time now. Following on from the last Council elections there was disquiet at the voting user interface and this Committee was asked to look into obtaining a modification. In parallel with this the Technical Committee were to look into the issues around a possible release of the package under an open-source licence.
Some background in the matter:
On investigation we determined that the original software had been supplied by Catalyst IT and subsequent modifications had also been handled by them. We determine that package in use is an add-on set of routines to some polling software developed by Catalyst for their own use. INZ subsequently obtained further modifications to the package to deal with STV preferential vote counting. We were informed by others that A) it was thought that we had "purchased" a copy of the original Catalyst package and that the modifications were made to our copy and B) That INZ were to host this voting package on the INZ web server, which due to the "flaky" nature of our systems at the time did not happen. (See below for further detail on these matters.)
Because the software is hosted on their server, and they have dealt with maintaining the system to date, we therefore contacted Catalyst to request an estimate for the necessary work to create the modified interface. Both Michael and the Chair had produced quick prototype possibilities as a rough guide as to what sort of thing we were looking for that would satisfy the criticisms of the existing interface.
Following some last minute email communications on this Catalyst forwarded a paper including an estimate of time and costs to the Committee around the beginning of February. The Committee considered the paper and estimate and determined that additional information on several of the matters noted above should be sought before any further action or decisions could be reached.
After some research at the office it was proving very difficult to find the documentation created at the time of the original transaction so the Chair contacted Catalyst directly to enquire of the status of the software. The situation as it currently stands appears to be that INZ did not "purchase" the software. Catalyst simply created a new instance of their product and made the modifications to the new instance. The modifications have not been reversed back into the original product but remain only in the specific INZ instance. The modifications are not a stand alone module but rely on the underlying package for functionality. Catalyst think there would not be any objection to INZ hosting the modified instance on the INZ web server. Catalyst have also noted that they will check out the documentation they have on this matter to ensure clarity around the matter.
This Committee discussed these matters and decided that we could not fully justify recommending that the estimate for modifications be accepted at this time. Given the INZ was under the impression that it already had adequate ownership rights over the package and that the Tech Committee would like to bundle it up for release under an open-source licence we have suggested that Michael draw up a business case with a view to undertaking an RFI exercise to develop a package from scratch, (or modify some existing open-source product). Once we have some feed back as to potential costs and time frames to take this on we will have enough tools to enable a recommendation to come forward.
Constitutional matters
The Chair has been tasked as an Action point to write up the two amendments for putting to the votes required.
Meeting closed at 13:30.
Recommendations:
1. THAT Council NOTES the advice from G&C on the matter of governance and the relationship of Committees to Council.
2. THAT the Secretary liaise with Committee Chairs to determine, and to require to be determined, a schedule of regular monthly meetings for each Committee to be published well in advance, for the purpose of avoiding clashes of meetings.
3. THAT Council REQUIRES all Committees, Task Forces and Working Groups to provide monthly reports on their activity.
4. THAT Council REQUIRES each Committee to consider whether it has any need of staffing support at its next meeting, and report requirements to the Executive Director, AND THAT the Executive Director will make suitable staff support available to the Committees making such a request.
5. THAT Council NOTES the report on voting software and that a further report and recommendations will be forthcoming.
6. THAT in-committee sessions within InternetNZ should be managed wherever possible.
7. THAT Council accept this report.
For the purposes of this report the term "Committees" is an inclusive term for sub-structures of the Society, being Sub-Committees, Standing Committees, Task Forces and Working Groups.
