Governance and Constitutional Committee report to Council 28/08/05

Meeting at INZ Offices 03/07/05

Present:

Chris Streatfield (Chair), Michael Wallmannsberger (Vice-chair), David Farrar,

In attendance: Research & Policy Officer

Apology: Dave Moskovitz.

Meeting opened at 11:00 AM

Items discussed:

1. Council Performance Evaluations
2. The policy manual
3. Complete list of required authorities and delegations for first Council
4. Model sub-group ToR
5. Sub group Chairs job description document
6. Draft Travel and claims policy
7. Constitutional amendments

1. Council Performance Evaluation

The Committee considered the anonymous results of the evaluation survey.

In a wide-ranging discussion of the issues raised by the evaluations we noted that there seemed to be a general issue around internal communication. In looking at possible solutions to the problem we decided to recommend that that most Task Forces should report to the Executive Director to ensure that there is a reliable collection point of information from these sub-groups.

The Executive Director's report to Council would then encapsulate the information. This would need that the Executive Director's Report be given significant importance in the information flow to Council and should probably be the first major item of the Council agenda. This would be in line with common practice. We therefore recommend to the Secretary to consider this for future Council agendas.

In noting the responses the Committee feel it would be helpful for Council to focus more on strategic issues to help Committees focus on the “nitty gritty” of detailed discussion. Council could then expect good informational reports to come back from the Committee discussions and help the general information flow.

We have taken note of recommendations and practice in boards where the first period of a meeting is exclusively for the members and feel this would be good practice for Council to adopt so we are recommending that the first 30 minutes of the Council meeting be exclusively for Councillors.

We also felt that it would be appropriate to ensure that an online evaluation procedure should be put in place and will investigate this as a possibility for the future.

2. Policy Manual

The current state of putting this together was discussed. We have had some work done in putting together some material from Council minutes in the period from 2000 to the present. There are still considerable gaps. No information has been gathered from AGM resolutions and the minutes of Council meetings prior to 2000 (including some of 2000 as well) have been inaccessible due to being password protected on the web site. It was noted that some reports referred to in the minutes that have been accessed are also not available.

We now need the Secretariat to extract the Council minutes that have not been accessed from 1996 to 2000 so that they can be compiled. This would then be added to the material already gathered, added to all the material AGM resolutions and the whole lot to be categorised in to headings. It has been suggested that a student be hired to undertake this work. It will then be possible to see where there are gaps in policy, where policy is outdated or obsolete and where we will need new documents to be produced.

3. Decisions for First Council

The following decisions need to be made at, or by, the first Council following the AGM:

• President to nominate Committee chairs and structure
• Committee chairs to nominate Committee members
• Sub-group Terms of Reference – model ToR to be debated by Council
• Adopt meeting schedule for 2005/06 – Council and sub-groups.
• Confirm delegations as required
• If approved by the Members - elect non-officer member of Executive Committee.

4. Model ToR for sub-groups

The Committee considered this document, as circulated by Chris, and made some suggested changes to it. The Model is attached for consideration.

The possibility of most Task Forces reporting to the Executive Director rather than to Council, because they are mostly concerned with more operational matters, was discussed in more detail and it has been decided to recommend this course of action to the Executive Committee.

5. Sub group Chairs job description document

The Committee discussed the draft document circulated by Chris. A number of ideas were discussed and some changes suggested. The draft is attached for consideration.

6. International Travel and claims Policy

Michael Wallmannsberger’s revised draft was discussed. It was noted that there still has not been any feedback from the IAC on the draft. We ask that the IAC do examine the draft as circulated and give feedback.

Michael to redraft policy and circulate to the Committee list for comments.

7. Constitutional Amendments

The two proposals were noted as ready for putting before the membership.

Meeting closed 1.40pm.

Chris Streatfield
Chair Governance and Constitutional Committee

Recommendations:

1. That this report be accepted
2. That the Executive Committee examine the possibility of most Task Forces reporting be to the Executive Director
3. That the model ToR for sub-groups be adopted and be included in appropriate sub-group ToRs (Appendix 2)
4. That the sub-group Chairs' job description be adopted (Appendix 1).

Appendix 1

DRAFT Job Description for Sub-Group Chairs

The role of the Chair is to:

• select the members of the sub-group, which can be drawn from Council and the Society Members with the aim of ensuring a suitable skill base is available to the sub-group. The proposed membership is recommended to Council for ratification;
• keep the group focussed, ensure that necessary background documents are available if needed, ensure that the group members all get to put their points of view and to ensure that written outputs are produced;
• ensure that the sub-group does not exceed the approved meeting budget;
• work with the Executive Director on staff support if required;
• ensure agendas for meetings are created and that all sub-group members are informed of meetings in adequate time for any required travel arrangements to be made;
• ensure that minutes or notes of meetings are taken and ensure that written reports from the meetings are produced and circulated to the Exec Committee and Council.

The Chair is the conduit for receiving allocated work from other sub-groups, Council, the Office and outside sources such as the Members and to liaise with the Executive Director on a regular basis.

Sub-groups of Council are created to deal with specific areas of Council work. They are not created to transcend the governance/operational roles so are not to interfere with the delegated authorities of the Executive Director and the office. Their role to handle strategic policy work within their specific framework that is necessary for the Society in an in-depth way that can not be handled in Council plenary meetings. Each sub-group has a reasonably defined area of work although there are occasionally areas of overlap between different sub-groups.

It is not the role of the sub-group or Chair to be undertaking operational work, nor under normal circumstances to be selecting external contractors. These are activities for operational staff through the Executive Director. Sub-groups are not authorised to commission work on behalf of the Society.

Appendix 2

Roles and Responsibilities for the [Sub-Group of InternetNZ Council]

Governance Function.

This [sub-group] will:

• regularly report to Council and to the Executive Director
• meet regularly
• keep a written record of meetings
• make recommendations to Council within its mandated area of expertise on activities deemed as appropriate for the Society.
  This [sub-group] is restricted in authority to make recommendations to Council. Formal decisions made within the Committee or Task Force can only be applied to internal Committee or Task Force procedures and processes. All external works can only be undertaken with Council approved authority on recommendation from the sub-group. On Council approval work is handed over to the Executive Director and the Executive Director will be tasked to:
  a) undertake contract negotiations with the contractor if the Committee has undertaken the formal process of contractor selection in accordance with the Society's procurement policy; or
  b) undertaking the formal process of contractor selection in accordance with the Society's procurement policy and in undertaking contract negotiations.
  All direct contact with external parties is through the Executive Director.

Meetings. Meetings shall be scheduled in advance for the forthcoming year, notified to the Secretary and the schedule published. The Committee will meet regularly and at least four 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 and notified to the Office of the Society not less than five days before the original or the new date of said scheduled meeting, whichever is earlier. In addition, the Committee may also meet by tele/video conference.

Budget. The Committee can expend its authorised meeting 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 Executive Director.

Minutes of Meetings. Meeting notes or Minutes of all meetings of the Committee shall be filed with the office and circulated to all Committee Members.

Committee Reports. Written Committee Reports to Council will be produced regularly and 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.