Governance & Constitutional Committee Report of 12/02/04
A Meeting took place at INZ offices, Friday 12 February 2004, 2:00 PM
Present: Michael Wallmannsberger, David Farrar, David Moskovitz, Chris Streatfield (chair)
In attendance Keith Davidson (President)
Apologies: Jordan Carter (overseas)
Agenda discussed:
1. Elected Councillors from one organisation.
2. Incorrect definition in Constitution.
3. Recognition of Executive Committee in Constitution.
4. Date Change for AGM.
5. Electoral Procedure.
6. Councillor attendance at meetings.
7. Electronic AGM
8. Conflicts of Interest.
9. Board evaluation.
Meeting Opened at 2:10 PM
1. Elected Councillors from one organisation.
The meeting agreed that the reduction in size of Council to 14 has been successful, but that there is still an on-going problem of recruitment of persons to sit on Council. Nevertheless with a smaller Council it was agreed that a modification should be made to Clause 6.4 reducing the number of Councillors who are ". employees of any company, organisation or individual may simultaneously hold positions as Council Members ." from three to two.
In discussion it was suggested that we could move to reduce the number of sitting Councillors to perhaps 12 or even 10. It was noted however that the size of Council should be determined by such factors as diversity of opinion and workload rather than the availability of candidates etc. We will keep an eye on progress over the next few elections before any proposal would be made.
2. Incorrect Constitutional definition.
It has been brought to the Committee's attention that there is an error in the current Constitution with reference to paragraph (a) of Clause 10.4 Electronic General meetings. The section of The Constitution as published states:
"10.4 Electronic General meetings (e-GM)
1. An e-GM can be called by the President, the Council, or 5% or 20
financial Members whichever is the fewer supporting a motion to that
effect.
2. The Secretary shall issue the notice of the e-GM as noted in (e) below, and the e-GM shall be."
This is in conflict with the Motion put before the Membership at the 2001 AGM and passed by them with an 89% majority as shown here:
"AGM01-20 That a new form of meeting, the e-GM be created, with the following elements:
- An e-GM can be called by the President, the Council, or 5% or 20 Members (whichever is the larger) supporting a motion to that effect.
- An e-GM consists purely of online discussion and voting can be held to discuss and vote on proposals ."
Result: For = 48; Against = 5; Abstain = 1
This matter will be corrected at the next round of Constitution modifications.
3. Recognition of Executive Committee in Constitution.
The following Clause will be added to the Constitution as Clause 6.9 (replacing the current 6.9 which is now superceded):
6.9 Council shall establish an Executive Committee of Council. to manage the Society between meetings of the Council and have delegated powers as Council shall see fit. The composition of the Executive Committee shall be the Officers of the Society and one other Councillor nominated by the chair. The Executive Committee shall be chaired by the President. The Executive Director shall attend all meetings of the Executive Committee but shall not be a member.
4. Date Change for AGM.
Following from a recommendation from the auditor the limit within which an AGM must be held by the Society is to be extended from the current 3 months as noted in paragraph:
" 10.2.1 The Annual General Meeting of the Society shall be held within three months after the end of the financial year of the Society each year on a date to be decided by the Council. "
to 4 months. The reason for extending the time frame is to ensure that there is an adequate period to complete the IRD requirements of account consolidation for reporting purposes with our commercial subsidiary. The period at the close of accounts 2003 was inadequate to ensure all parties were satisfied with resulting report.
5. Electoral Procedure.
It has been brought to this Committee's attention that the Electoral Guidelines in use for Council Elections nominate the Secretary to the role of Returning Officer. It has been pointed out that this is inconsistent with transparency, particularly if the Secretary is also a candidate in the election. It is therefore proposed that the Council shall elect a Returning Officer for elections and that person must not be a candidate in the election for which the responsibility is held.
The Electoral Guidelines will be updated accordingly and all references to the "Secretary" to be replaced by "Returning Officer"
6. Councillor attendance at meetings.
This matter was discussed at some length having been brought back to this Committee for consideration. It is proposed that a clause be added to the Constitution such that :
"6.5.1. Any Councillor having missed three consecutive ordinary meetings of Council shall be deemed to have vacated their position at the conclusion of third meeting, unless the Council votes to reinstate the Councillor in their position.
Council may grant a Councillor leave of absence in advance (for example, for overseas travel, health or family circumstances), in which case the Councillor is not subject to this requirement for the duration of their leave.
The Secretary will notify any Councillor who misses two consecutive meetings that their position will be forfeited if they fail to turn up to the subsequent ordinary meeting of Council."
7. Electronic AGM
Although it has been agreed that there is already provision in the Constitution to enable the Society to call an exclusively electronic AGM it was agreed that a specific clause should be included laying out the parameters. David (F) has agreed to write up the necessary amendment.
8. Conflicts of Interest.
It was agreed that progress made in practice on this issue with the addition to the Council Agenda. This is a difficult area to deal with as definitions are somewhat difficult to define. It was agreed that we would revisit the original submission to us on this issue to see what further matters can be addressed.
9. Board evaluation
There was discussion around the issue of Council (Board) evaluation being put in place to appraise the functioning (or otherwise) of Council. The Committee will examine the evaluation papers from Institute of Directors and also from the Institute of Management and draw up suitable questionnaires for Council use.
The meeting closed at 3:20 PM.
On examination of the Constitution for the issues raised here I note also a few anomalies that have now been exposed over that last three years. The Constitution will be examined in detail for such anomalies and corrections proposed as necessary.
