Report of Governance & Constitutional Committee 28/10/05

Dated: 21 September 2005

Present:

David Harris, Mark Harris, Colin Jackson (President), Chris Streatfield (Chair)

Apologies:

Michael Wallmansberger (Deputy Chair), Nick Wallingford

Agenda

1. ToR
2. Travel Policy/Claim document
3. Structural Review
4. Nominating Committee
5. Voting:
1. Software
2. Nomination procedures
3. Returning Officer

Meeting opened at 10:15

It was noted that there had been a difficulty with the mailing list and Nick Wallingford had not been aware of mail on the list. The matter has been reported and fixed.

1. Terms of Reference

The ToR was examined and no changes were made. It will go to Council for ratification.

2. Travel Policy

The Draft travel application policy/claims policy was looked at. It was noted that the Committee is waiting on feedback from IAC on the travel policy. The President noted it is now in hand and feed back will be forthcoming in the near future. A good general discussion around the claim document took place and the Committee agreed that a bit of research around the effect of using a daily rate (per diem) by comparing some actual claims received against what would have been paid using the per diem rate. It was accepted that provided this results in a satisfactory outcome that the daily rate is a useful financing mechanism for funding travel.

The Committee asked that the office research the possibility of automatically including full travel insurance for those travelling on INZ business. The Committee was informed that such cover would largely cover most exceptional items of cost that might be faced by a traveller.

3. Structural Review

The Committee took note of the upcoming structural review of the Society's governance structure.

4. Nominating Committee

This matter has been referred to the Committee by the Executive Committee. The general outline of the function of a nominating committee was discussed and the reference to the need for sound succession planning from the recent Governance training was noted. It was agreed that this topic needs more discussion before any recommendations are made.

5. Voting:

a) Software

The matter was raised by a Committee member to the shortcomings of the current software ow ready to take the process forward once the outline specification is complete.

b)Nomination procedures

The recent problem encountered during the nomination process for vacancies on Council were questioned and what kind of modifications are required to avoid the problem happening again in future elections. It was pointed out that it is not possible to have the same problem arise in the future. The change to a fixed birthday for the Members, to October, means that provided a person is a Member no one can become unfinancial before or during the entire election process. No further action on this is required.

c) Returning Officer

It was questioned why the Society does not have an external Returning Officer such as a JP. It was pointed out that in the first instance the Returning Officer is only required to oversee the process and verify the result of the election. Unless queries are raised, either by a Member voting or by another party raising an issue with either procedure or result, the Returning Officer has little to do. The Voting software has now, and any new software will continue to have, error-checking procedures to limit incorrect voting. It was further noted that Council already have the option of electing an external Returning Officer. Council elect a Returning Officer for each year and no specific criterium is laid down in the Electoral Guidelines as to who can or should be nominated to Council. It is simply a matter of nominations being made to Council and then it is for Council to elect the person that in Council's view is acceptable to carry out the role.

Recommendations:

• That this report be received by Council
• That the attached Terms of Reference for the Governance and Constitutional Committee be ratified.

Roles and Responsibilities for the Governance and Constitutional Committee

Governance Function.

The Governance and Constitutional Committee will:

• regularly report to the Members, 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.

The Governance and Constitutional Committee is restricted in authority to make recommendations to Council and the Members as appropriate. Formal decisions made within the Committee or Task Force can only be applied to internal Committee procedures and processes. All external works can only be undertaken with Council approved authority on recommendation from the Committee. 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.