Structural Review of InternetNZ
Background Briefing for Members – February 2007 

The purpose of this background paper is to provide members with information on:

1.	Drivers of the review
2.	Progress to date
3.	Purpose of member consultation
4.	Next steps

1) 	Drivers of the structural review

•	It is now over 10 years since InternetNZ was formed.  Members agreed with its Council recommendation last year, that this is an appropriate time to review the structures under which the Society operates.  

•	The Society currently carries out its functions through a relatively complex structure:  
1.	The Executive Director’s office is responsible for the Society’s advocacy, innovation and technology functions and reports direct to Council.  The Council is elected by the members, who also elect the four officers represented on the five person Executive Committee (Council selects the fifth “non-officer” Executive Committee member).
2.	The Society owns a subsidiary company, NZ Registry Services Ltd (‘NZRS’), which operates New Zealand’s Top Level Domain Registry.  Management of NZRS reports to a Board of Directors, most of whom are independent of the Society.  This Board is appointed by and is accountable to the InternetNZ Council;
3.	Within the InternetNZ legal structure is another governance body, the New Zealand Oversight Committee (‘NZOC’), which oversees the functions and activities of the Domain Name Commissioner.  The NZOC also has a majority of independent members appointed by and accountable to the Council.  

•	InternetNZ wishes to operate a structure that will be durable, cost-effective, and tax-efficient.
•	The management of the .nz domain name space, through NZRS and NZOC is widely regarded as being close to world best practice.

•	The natural tension between rights of members and the responsibility of maintaining critical national infrastructure needs reviewing in the context of 10 years of operation.

•	InternetNZ continues to evolve from an organisation primarily dependent upon volunteer-based efforts, to an organisation with increasing staffing and contractor resources.

The purpose of the review is “to determine and recommend an organisational structure which will be most effective in allowing InternetNZ to meet its mission, vision and goals.”

2) 	Progress to date

Following a competitive tendering process Westlake Consulting Ltd (‘WCL’) was appointed as lead consultant.
The first phase of the project was to interview a number of members who hold divergent views within the society. These interviews were used to develop several ‘straw man’ models of possible legal and governance structures, for discussion with the Structural Review Task Force (‘SRTF’). 
Following a number of meetings with the SRTF the ‘straw man’ options were distilled to a single recommended choice.  WCL then sought preliminary legal advice from DLA Phillips Fox, which led to some further modification of the ‘straw man’ in conjunction with the SRTF.  This version has been presented and discussed in consultation meetings with the InternetNZ Council, InternetNZ staff, NZRS Board and NZOC members.
It is now intended to consult more broadly with the Society’s membership and stakeholders.

3) 	Purpose of member consultation

The current ‘straw man’ model provides a broad outline of a potential new structure for InternetNZ. This structure (and the reasons for it) will be presented at three member consultation meetings in February. 
The recommended changes to the structure attempt to harness the ongoing enthusiasm and commitment from the volunteer base, while providing clearer reporting and governance functionality within the society.
WCL executives will attend these meetings and are seeking member input on:

1.	Agreement to the broad principles outlined in the ‘straw man’ model;
2.	Several details associated with the proposed structure.

4) 	Next steps

Member consultation meetings will be followed by further consultation with a limited number of other key InternetNZ stakeholders. 
A draft Structural Review Report will then be prepared and presented to the SRTF for input prior to the preparation of the final report to the InternetNZ Council. The final report is expected to be presented to Council in April.