----------- Draft: 1.2 30 April 1995 RULES of the Internet Society of New Zealand to be incorporated under the Incorporated Societies Act 1908 1.0 INTRODUCTION: 1.1 It is intended that the Internet Society of New Zealand (ISOCNZ) will be the principal organisation in New Zealand to represents the interests of all Internet users in New Zealand. It is expected that ISOCNZ will become a chapter of the (international) Internet Society. 2.0 PURPOSE: 2.1 ISOCNZ is a non profit common interest society to maintain and extend the availability of the Internet in New Zealand and its associated technologies and applications, both as an end in itself, and as means of enabling organisations, professionals and individuals to more effectively collaborate, cooperate, communicate and innovate in their respective fields of interest. 3.0 OBJECTIVES: 3.1 Development, maintenance, evolution, and dissemination of standards for the Internet and its inter-networking technologies and applications. 3.2 Maintenance and evolution of effective administrative processes necessary for operation of the New Zealand Internet. 3.3 Education and research related to the Internet and inter-networking. 3.4 Harmonisation of actions and activities at national levels to facilitate the development and availability of the Internet including but not limited to Internet Protocol and Domain Name Service. 3.5 Collection and dissemination of information related to the Internet and inter-networking, including histories and archives. 3.6 Liaison with other organisations, New Zealand Government authorities, and the general public for coordination, collaboration, and education in effecting the above purposes. 3.7 To co-operate with the international Internet community and to seek a formal relationship with ISOC. 3.8 To represent the common interests of wider NZ Internet community. 3.9 To ensure that access to, and use of, the Internet is widely and generally available. 3.10 To ensure that the competitive provision of Internet access, service and facilities is encouraged and assisted. 4.0 MEMBERSHIP: 4.1 The Society shall have two classes of members: Organisational Members and Individual Members. Individuals and organisations may apply for membership. 4.2 The Society shall have the following categories of Organisational Members: 4.2.1 Charter Members: The following organisations: (a) Tuia (b) The Net Society 4.2.2 Regular Organisational Members: There will be up to 5 sub-classes of Regular Organisational Membership based on criteria approved by the Society. 4.3 The Society shall have the following categories of Individual Members: 4.3.1 Regular Individual Members. 4.3.2 Student Members. 4.4 The Council from time to time may establish additional classes and categories of members. 4.5 The Society shall have such meetings of its members as the Council shall from time to time fix. 5.0 WITHDRAWAL FROM MEMBERSHIP: 5.1 A member wishing to resign from ISOCNZ must: Give three (3) months written notice of resignation to the ISOCNZ Council; and Discharge its outstanding financial commitments to ISOCNZ. 5.2 The Council shall have the power to expel or require the resignation of a member if that member is in financial default. 6.0 THE COUNCIL: 6.1 The Council of the Society shall consist of not more than twenty Members unless and until such number is changed by action of the Council. Each Council Member appointed shall hold office for a term of two years. Only Regular Individual Members of the Society shall be eligible to serve on the Council. 6.2 Each of the Charter Members of the Society (as specified in Section 4.2.1 of this Constitution) shall until 1997 have a right to appoint two Members of Council. 6.3 The Council is authorised, from time to time, to make arrangements for the election of Members of Council by the Regular Organisational Members and Regular Individual Members of the Society (as defined Sections 4.2.2 and 4.3.1 of this Constitution), such that the total number of Members shall be not in excess of twenty. At least eight Members of Council will be elected. 6.4 The Council is authorised to appoint Members by way of cooption, providing that the total membership of Council will not exceed twenty . Any vacancy which arises because an elected Council Member has ceased to serve may be filled for the remainder of the unexpired term by cooption. Coopted members of Council will have full speaking and voting rights on Council. All Council Members appointed by the Council shall be by the affirmative vote of at least three quarters of the members of the Council then in office. The Council shall seek to have among the Member representative individuals from industry, from educational and nonprofit organisations and from government. The Council may also make such arrangements as it deems appropriate for the terms of the Members to be staggered. A Member may serve additional terms. 6.5 The Council will annually elect a Chairperson to chair meetings and to conduct all business that requires communication with members. 7.0 RESPONSIBILITIES OF COUNCIL: 7.1 The Council has responsibility to: o Amend these rules in accordance with rule 18. o Define the procedures for setting membership fees and fixing those fees accordingly. o Approve an annual budget of income and expenditure. o Vary the conditions for membership. o Attend to other specific duties in accordance with resolutions passed by members in general meeting. 7.2 The business of the Council shall, whenever the Chairperson deems it appropriate, be carried out using electronic communication instead of physical meeting. 8.0 COMMUNICATION WITH MEMBERS: 8.1 Every communication with a member may be by electronic message in clear ASCII text, directed to the mail address of the member. Messages, receipt of which must be acknowledged by the member, will be acceptable for the conduct of the business of ISOCNZ UNLESS the chairperson shall advise that any specific business or meeting shall be conducted at a meeting at which members are required to be physically present. 9.0 EXECUTIVE COMMITTEE: 9.1 There will be an Executive Committee of ISOCNZ with seven members. Each Charter Member Organisation will appoint one of their Council Members to the Executive. The Chairperson of the Council will be Chairperson of the Executive Committee. The remaining members will be elected, in secret ballot, from the Council, by the Council. 9.2 The rotation and/or retirement dates for members of the Executive Committee and their eligibility for reappointment shall be determined by resolution of the Council. 10.0 RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE: 10.1 The Executive Committee has a fiduciary duty to the Council and the members to act on their behalf in accordance with the policies and procedures outlined in these rules and otherwise set by the Council from time to time. A principle responsibility of the Executive Committee will be to oversee the establishment and efficient operation of a small professional executive to run the affairs of ISOCNZ. It is likely that the Executive Committee will be involved in the following activities: o Co-ordinating agreements for connections to external domains. o Soliciting funding and other support from non-members. o Issuing on behalf of ISOCNZ, news media releases and other public relations communications. o Selecting ISOCNZ representatives for appropriate meetings of international networking associations. o Bringing relevant issues to the Council for consideration. o Establishing working parties and commissioning reports on specific issues of importance to ISOCNZ. o Preparing for Council approval an annual budget of income and expenditure. 11.0 GENERAL MEETINGS: 11.1 Annual General Meeting: The annual general meeting of ISOCNZ must be held each year on a date to be decided by the Executive Committee being not earlier than the end of August and not later than the end of November. 11.2 The business to be transacted at the annual general meeting will be: (a) To receive from the Executive Committee an annual report, the financial statements for the immediately preceding financial year, and the auditor's report on those statements. (b) To elect an auditor. (c) To receive nominations for Council and elect members of Council. (d) To fix annual subscriptions for each class and sub-class of membership. (e) To consider such other business as any member brings before the meeting. 11.3 A copy of the annual report and financial statements must be forwarded to each member at least fourteen (14) days prior to the annual general meeting. 11.4 At least thirty (30) days notice of the annual general meeting must be given to each member. 11.5 SPECIAL GENERAL MEETINGS: A special general meeting may be called at any time: (a) By the chairperson of the Council or by resolution of the Executive Committee. (b) On the request of one-half or more of members, in which case the request must state the motions which will be moved at the meeting. 11.6 A special general meeting when called must be on a date not earlier than fifteen (15) days and not later than forty (40) days following the receipt of a request for such a meeting. 11.7 The motions to be moved at the special general meeting must be notified to every member at least fifteen (15) days before the date of the meeting. 12.0 QUORUM: 12.1 A quorum for every general meeting is 20 members or one third of Regular Individual Members, whichever is the lower. 12.2 If a quorum is not present within thirty (30) minutes of the appointed time, the chairperson shall adjourn the meeting. Unless those present at the meeting shall determine a date for the adjourned meeting (not earlier than five days from the date of the meeting) the adjournment shall be for a meeting at the same time and place one week from that day. 12.3 Notice of the adjourned meeting shall be given to all members. At such adjourned meeting the number of persons attending shall constitute a valid quorum. 13.0 NOTICE OF MOTION: 13.1 At any annual or special general meeting a motion not included in the notice calling the meeting may be proposed, discussed, or put to the vote only by consent of one-half or more of the members who are present. This rule does not apply to a motion to change these rules. 14.0 CHAIRING OF MEETINGS: 14.1 The chairperson of the Council or nominated deputy will chair all meetings of the Council and every annual or special general meeting. 14.2 If that chairperson is absent or has not designated a deputy then a person elected by a majority vote of those present will be the chairperson. 15.0 VOTING: 15.1 At every general meeting each Individual Member has one vote and each Organisational Member has the number of votes depending on their membership sub-class. No Organisational Member may hold more than eight votes. Voting will be by voice, show of hands or by ballot at the discretion of the chairperson. Voting by proxy will be allowed. 15.2 (a) The instrument appointing a proxy must be in writing signed by the appointing member or by that member's agent duly authorised in writing. (b) The instrument appointing a proxy and the authority, if any, under which it is signed, must be deposited with the secretary of ISOCNZ not less than 48 hours before the time for holding the meeting at which the person named in the instrument proposes to vote. (c) An instrument appointing a proxy must be in the following form or a form as near to it as the circumstances admit. ........................................being a member of ISOCNZ appoints............................................of.....................or failing him/her................................ ................of.........................as its proxy to vote for it on its behalf at the................................. general meeting of ISOCNZ to be held on and at any adjournment of it. SIGNED on 19 (d) Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy must be suitably worded. (e) The instrument appointing a proxy is deemed to confer authority to demand or join in demanding a ballot. 16.0 ELECTRONIC MEETINGS AND VOTING: (Teleconferencing and Email) 16.1 Purpose of Electronic Meetings The objective of ISOCNZ will be served by extending both the purposes to which its communication services are put and the opportunities for members to exercise their rights and obligations to oversee and direct the functions of ISOCNZ. Therefore, where possible, the electronic communications provided by the Internet should be used for Council, Executive Committee and working party business. 16.2 Voting at Electronic Meetings by either of the two methods outlined below Electronic voting will, at the discretion of the Executive Committee, be permitted on all motions other than matters relating to the amendment of these rules. A vote must be called for on any motion not earlier than ten (10) days and not later than forty (40) days following the proposal of the motion. No motion submitted to the electronic voting procedure can be passed unless two-thirds or more of all members vote on it. 16.3 Procedure at Teleconference Meetings (a) All the persons for the time being entitled to receive notice of the meeting are entitled to notice of an electronic meeting. Notice of any such meeting may be given by electronic means or in any other manner approved by the Executive Committee. (b) Each of the persons taking part in the electronic meeting and the secretary must at the start of the meeting be able to hear all of the other persons taking part. (c) At the start of the meeting each person, must, to all of the other persons taking part, acknowledge his/her presence for the purpose of that meeting. (d) A person may not leave the meeting by disconnecting his/her electronic device unless the express consent of the chairperson has been obtained, and a person will be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting, unless he/she has previously obtained the express consent of the chairperson of the meeting to leave the meeting. (e) A minute of the proceedings at an electronic meeting will be sufficient evidence of the proceedings and of the observance of all necessary formalities, if certified as a correct minute by the chairperson of the meeting and by the secretary. 16.4 Procedure at Email Meetings (a) All the persons for the time being entitled to receive notice of the meeting are entitled to notice of an electronic meeting. Notice of any such meeting may be given by electronic means or in any other manner approved by the Executive Committee. (b) Members (connected with email capability) shall be considered to be present. (c) At the start of each meeting each person must acknowledge their intention to take part in the meeting, by email response, to the appropriate email distribution list, within the allotted time period. (d) All email, representing the official record of discussion of the meeting will be addressed to the relevant email distribution list (as specified by the chairperson during notification of the me ting) (e) Any member entitled to take part in the discussion may appoint a proxy provided this nomination is emailed to the appropriate distribution list. (f) A response time of 48 hours is allowed for all responses. (g) A minute of all email responses to the distribution list over the period of the meeting will be sufficient evidence of the proceedings and of the observance of all necessary formalities, if certified as a correct minute by the chairperson of the meeting and the secretary. 17.0 FINANCES: 17.1 Annual Subscription The annual subscription for each class of membership must be decided by the annual general meeting. Annual subscriptions will become payable on 1 July in every year, or such other date as may be determined by resolution of the Council. 17.2 Financial Year The financial year of ISOCNZ will, until the Council resolves otherwise, begin on 1 July. 17.3 Audit The annual financial statements of ISOCNZ must be audited at the end of each financial year and before the annual general meeting by a member of the New Zealand Society of Accountants. 17.4 Finance (a) All money received on account of ISOCNZ must be paid into its account with its bankers. (b) All cheques drawn upon ISOCNZ's bankers must be signed in such manner and by such persons as the Executive Committee from time to time determines. (c) Cheques or other negotiable instruments paid or payable to ISOCNZ's bankers for collection requiring endorsement of ISOCNZ may be endorsed by such person or persons as the Executive Committee may from time to time appoint. (d) The treasurer must keep, or cause to be kept, a proper account of ISOCNZ's income and expenditure, and of the matters in respect of which the income and expenditure arises and takes place respectively and of ISOCNZ's property, credits and liabilities, in books to be provided for that purpose, and must produce the account books, properly written up, and when required by the Executive Committee. (e) Once at least in every year the accounts of ISOCNZ made up to the last day of June preceding, must be audited by the auditor of ISOCNZ, and an abstract of the accounts be printed and issued to ever member, together with the notice of the annual general meeting. The remuneration of the auditor must be determined by the Executive Committee which has power to fill any casual vacancy in the office to auditor. (f) The secretary must file with the Registrar of Incorporated Societies, within seven days after the annual general meeting, the financial statements required to be filed under section 3 of the Incorporated Societies Act 1908. 17.5 Common Seal ISOCNZ must have a common seal which will be in the custody of the Executive Committee. The seal must not be affixed to any instrument except pursuant to a resolution of the Executive Committee and in the presence of two (2) members of that committee. 18.0 AMENDMENTS TO THESE RULES: 18.1 No addition to or alteration of the pecuniary profit clause or winding up clause shall be approved without the approval of the Inland Revenue Department. 18.2 A proposal to amend these rules may be submitted by any member to the chairperson of the Council who must, within twenty (20) days after receipt of the proposal, forward it to all members, and request that each member acknowledge receipt of it. 18.3 No motion proposing any amendment to these rules shall be deemed to have been passed unless two-thirds of the members present and entitled to vote, vote in favour of the motion. 18.4 Any such motion shall be put to a meeting, which may be either physical or electronic, and such meeting shall be held not earlier than twenty (20) nor later than thirty (30) days from the last acknowledgement by a member of receipt of the proposal. 19.0 PECUNIARY PROFIT No member or person associated with a member of the society shall derive any income, benefit, or advantage from the society where that person can materially influence the payment of the income, benefit or advantage except where the income, benefit or advantage is derived from: (a) Professional services to the society rendered in the course of business charged at no greater rate than current market rates; or (b) Professional services to the society rendered in the course of business charged at not greater rate than current market rates; or (c) Interest on money lent at no greater rate than current market rates. 20.0 WINDING UP: 20.1 The society may be wound up only under the terms of section 24 of the Incorporated Societies Act 1908 (as amended). 20.2 ISOCNZ may be wound up voluntarily if, at a general meeting of its members, it passes a resolution requiring it to be wound up, and the resolution is confirmed at a subsequent general meeting called for that purpose and held not earlier than thirty (30) days after the date on which the resolution so to be confirmed was passed. 20.3 Upon a winding up of ISOCNZ, its assets, after payment of its debts and liabilities, will be donated to an organisation with similar objectives.