1.

Interpretation

Definitions

In these Rules, unless the context otherwise requires:

• Act means the Incorporated Societies Act 1908;
• AGM means each Annual General Meeting held in accordance with Rule 12.2;
• Associate Member means an organisation with an interest in promoting advanced networking in New Zealand admitted to associated membership of the Society in accordance with Rule 6.2. An Associate Member has no voting rights;
• Auditor means the auditor from time to time of the Society appointed in accordance with these Rules;
• Board means the Board Members , acting together as the board of the Society;
• Board Meeting means a meeting of the Board;
• Board Member means each person elected as a member of the Board of the Society;
• Bylaws means the Board bylaws referred to in Rule 8, as amended from time to time;
• Chairperson means the person elected from time to time to act as the chair of the Board as described in Rule 9.1;
• e-GM means each electronic General Meeting held in accordance with Rule 12.4;
• Electronic Meeting Guidelines means the guidelines issued from time to time by the Board to govern the conduct of all electronic meetings of the Society;
• Financial Member has the meaning set out in Rule 7.2;
• Financial Full Member means a Full Member who is also a Financial Member;
• Full Member means an organisation with a commitment to the development of advanced networking admitted to Full Membership of the Society under the process detailed in Rule 6.2. A Full Member has full voting rights;
• General Meeting includes an AGM, an e-GM and an SGM;
• InternetNZ means the Internet Society of New Zealand Incorporated;
• Member means each Full Member and each Associate Member, and any other class of Member created in accordance with Rule 6.4;
• Members' Register means the register of Members maintained by the Society pursuant to Rule 6;
• NGI means next generation Internet;
• Office means each of the office of Chairperson, the office of Secretary and the office of Treasurer
• Officer means a person holding any Office;
• Rules means these Rules, as altered from time to time;
• Secretary means the person elected from time to time to act as the Secretary as described in Rule 9.2;
• Society means NGI-NZ Society Incorporated; and
• Treasurer means the person elected from time to time to act as the Treasurer as described in Rule 9.3.

Construction

In these Rules, unless the context otherwise requires, any reference to:

1. the headings appear as a matter of convenience and do not affect the construction of these Rules;
2. in the absence of an express indication to the contrary, references to Rules or paragraphs are to Rules and paragraphs of these Rules;
3. a reference to any statute, statutory regulation or other statutory instrument includes the statute, statutory regulation or instrument as from time to time amended or re-enacted or substituted;
4. the singular includes the plural and vice versa and one gender includes the other genders;
5. the words written and writing include facsimile communications and any other means of communication resulting in permanent visible reproduction;
6. the word person includes:
   1. a reference to the person's executors, administrators or successors;
   2. a partnership, a body corporate, a trust or unincorporated body or entity;
   3. two or more persons acting jointly; and
   4. two or more persons acting as tenants in common;
7. a business day means a day (other than a Saturday, a Sunday or a public holiday) on which registered banks are open for business in the place where the Society's registered office is situated from time to time; and
8. words or expressions defined in the Act, and not otherwise defined in these Rules have the same meaning where they are used in these Rules.

2.

Introduction

In mid 2002, the NGI Steering Group of InternetNZ, with support from a government grant, undertook a capability study looking at the establishment of a next generation Internet network for New Zealand. The report, "Collaborating at Speed" was published in October 2002 and recommended that an NGI consortium be formed by interested parties. On 30 October 2002, the initial members of the consortium met, and started the process leading towards the establishment of the Society. The members of the Consortium will be guided by the recommendations in "Collaborating at Speed".

3.

Name

The name of the Society is "NGI-NZ Society Incorporated".

4.

Purpose

The Society is a non-profit, common-interest society to promote and represent New Zealand research, innovation and education sectors in next generation Internet networks, protocols and application. The Society will guide the establishment of an NGI network for New Zealand and work to promote and stimulate the development and use of advanced networking applications.

5.

Objectives

The Society's objects are:

1. to establish an integrated advanced network for research, innovation and education;
2. to provide governance and management structures to oversee the design and implementation of the initial NGI network;
3. to promote and support the development of advanced networking applications;
4. to facilitate connection with regional networks;
5. to establish and maintain working relationships with international advanced network organisations and networks;
6. to encourage the technical evolution of networking as a research and education infrastructure and to stimulate the involvement of the education, innovative and scientific communities in networking;
7. to provide an appropriate structure for the Society to facilitate full participation from all organisations with an interest in advanced networking;
8. to capture economies of scale for the continued communication needs of Members;
9. to provide a body to represent New Zealand research, innovation and educational interests on the world Internet stage; and
10. to promote and publicise the value of advanced networks.

6.

Membership

7.

Termination of membership

8.

Board

Vacancies on Board

Any vacancy among Board Members or Officers shall be filled by the Full Members voting through an electronic ballot, unless the vacancy occurs after the end of the financial year but before the AGM, in which case Board has discretion not to hold such a ballot. The replacement shall serve the remainder of the term for that position.

1. the resolution shows just cause for the dismissal, and was delivered in writing to the Board Member or Officer concerned at least twenty-one days before the General Meeting; and
2. the resolution is passed by at least a three-quarters majority of those voting.

9.

Officers of the Society

Chairperson

The Chairperson shall chair each Board Meeting and each General Meeting, and oversee the business of the Society.

Secretary

The Secretary is responsible for such administrative tasks as may be required by the Rules or by the Board.

Treasurer

The Treasurer shall administer the financial affairs of the Society as directed by the Board.

10.

Communications with Members

Every communication with a Member shall generally be by electronic means, directed to the email address of the Member as recorded in the records of the Society. Communications may also be sent by post, facsimile, courier or hand delivery as the Board sees fit. Such messages will be acceptable for the conduct of the business of the Society unless the Secretary advises that any specific business or meeting shall be conducted at a meeting at which Members are required to be physically present.

11.

Meeting options

All meetings of the Society may be held using interactive Internet technologies. The technical guidelines for the implementation of such meetings will be detailed under the Electronic Meeting Guidelines.

12.

General Meetings

Annual General Meetings

1. The AGM 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 Board.
2. If the AGM has been notified as incorporating attendance via the Internet, each Full Member must be issued in advance with a secure means to identify its entitlement to vote. Such electronic attendance may take place during the fourteen days prior to the actual date of the AGM with regard to pre-notified elections and constitutional amendments.
3. The business to be conducted at the AGM is:
   1. to receive from the Board an annual report, the financial statements for the immediately preceding financial year, and the Auditor's report on those statements;
   2. to approve a business plan and budget of income and expenditure for the current financial year and receive from the Board recommendations for levels of subscription for the membership classes of the Society. The meeting may, by resolution, alter subscription levels;
   3. to elect Officers and Board Members;
   4. nominations for Officers and Board Members shall open eight weeks prior to the AGM and close 21 days prior to the AGM. These nominations will be forwarded to the membership not less than 14 days prior to the AGM. Each nomination must be proposed by a Financial Full Member and agreed to by the nominee, who must be a Financial Member. Nominees for Officers must be delegates of Full Members;
   5. nominations for elected positions will not be permitted from the floor of the AGM unless there is a shortfall of nominations for a position;
   6. the elections for Officers shall be conducted at the AGM prior to the election for Board Members;
   7. to elect an Auditor. The Auditor must be a member of the Institute of Chartered Accountants of New Zealand (ICANZ); and
   8. to consider such other business as any Member properly brings before the meeting.
4. A copy of the annual report and financial statements must be forwarded to each Member at least fourteen days prior to the AGM.
5. At least thirty days notice of the AGM must be given to each Member. The notice of AGM must indicate whether attendance via the Internet as allowed in Rule 11 will be permitted.

Special General Meetings

1. A SGM may be called at any time:
   1. by the Chairperson or by resolution of the Board;
   2. on the request of one third or more of the financial Full Members, in which case the request must state the motions which will be moved at the meeting.
2. A SGM shall be called by the Board or the Chairperson on a date not earlier than fourteen days and not later than forty days following the receipt of a request for such a meeting under Rule 12 (a)(ii).
3. The motions to be moved at the SGM must be notified to every Member at least fourteen days before the date of the meeting. The notice of SGM must indicate whether attendance via the Internet as allowed in Rule 11 will be permitted.
4. Voting procedures at an SGM are the same as those at an AGM.

Electronic General Meetings (e-GM)

1. An e-GM can be called by the Chairperson, the Board, or 10% of the Financial Full Members.
2. The Secretary shall issue the notice of the e-GM as noted in (e) below, and the e-GM shall be conducted in accordance with the Electronic Meeting Guidelines.
3. An e-GM consisting purely of online discussion and voting can be held to discuss and vote on proposals put forward by the Board or Full Members.
4. An e-GM will only vote on the proposed resolutions that form part of the meeting notice.
5. The Secretary shall be charged with confirming that the motion requesting an e-GM has been correctly put and approved. The proposed resolutions forming the subject of the e-GM shall be e-mailed to all Members and be open to discussion for a period of seven days, closing at 11:59:59 on the seventh day following the posting of the official notice of announcement, on the Member's mailing list and other fora as appropriate. After seven days, Full Members will have a ballot made available with votes being open for three working days. A resolution passed at an e-GM shall be as valid as one passed at a physical General Meeting.

Quorum

1. A quorum for every AGM or SGM is 10 Financial Full Members or one half of Financial Full Members present and voting, whichever is the fewer.
2. For an e-GM, the quorum requirement is 10 Financial Full Members or three quarters of Financial Full Members, whichever is fewer, present and voting on a resolution. In the event that a quorum is not reached at an e-GM, the resolutions forming the call for an e-GM will be deemed to have failed.
3. If for a non-electronic General Meeting a quorum is not present within thirty minutes of the appointed time, the person chairing the meeting shall adjourn the meeting. Unless those present at the meeting 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, providing that the venue will be available, one week from that day.
4. Notice of the adjourned meeting shall be given to all Members. At such an adjourned meeting the number of persons attending shall constitute a valid quorum.

Chairing of General Meetings

1. The Chairperson of the Society will chair every AGM, SGM, or e-GM.
2. If the Chairperson is absent, a person elected by a majority vote of those present shall chair the meeting.

13.

Voting

Proxies

1. The instrument appointing a proxy may be in writing signed by the appointing Full Member or by that Full Member's agent duly authorised in writing. Proxies may also be accepted in electronic forms as decided by the Board, provided that any such electronic forms must have been specified in the notice of meeting sent to Full Members.
2. The instrument appointing a proxy and the authority, if any, under which it is signed, must reach the Secretary not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote.
3. The instrument appointing a proxy must state explicitly the scope of voting power being transferred to the person acting as proxy, i.e. the instrument shall state the issues for which it is valid and whether full, partial or no discretion is assigned to the person acting as proxy. Any instrument which does not include a full and clear statement of intent shall be invalid. The instrument appointing a proxy shall confer authority to demand or join in demanding a ballot.
4. Proxies may be accepted by post, hand delivery, or courier or electronically by fax, but not in other electronic formats.

14.

Finance

Annual subscription

Each Member's annual subscription shall be payable in full on joining the Society, and at yearly intervals thereafter. A change to subscription levels made by resolution of an AGM shall have effect for all membership renewals until a further such resolution is passed by a subsequent AGM. Such a resolution shall have no effect upon the amount payable by Members whose subscriptions fell due prior to the AGM at which the resolution was passed.

Control and investment of funds

The control and investment of the funds of the Society are governed by the Bylaws.

Financial year

The financial year of the Society shall be from 1 April to 31 March.

Power to borrow money

The Society may borrow money only in accordance with a resolution of the Full Members at a General Meeting.

Audit

The annual financial statements of the Society must be audited at the end of each financial year and before the AGM by a Member ICANZ. The Board shall determine the remuneration of the Auditor, and shall have authority to fill any casual vacancy of the position of Auditor.

15.

Common seal

The Common seal of the Society shall be in the custody of the Chairperson. The Common seal shall be affixed to any instrument only pursuant to a resolution of the Board and witnessed by two Board Members, one of whom shall be the Chairperson or Secretary.

16.

Rules

1. no addition to or alteration of the pecuniary profit section (section 17) or winding up section (section 18) shall be approved without the approval of the Inland Revenue Department;
2. a proposal to amend this Constitution may be submitted by any Full Member to the Secretary who must, within seven days after receipt of the proposal, forward it to all Members;
3. no motion proposing any amendment to these Rules at a General Meeting shall be deemed to have been passed unless two-thirds of the votes cast on the motion were in favour;
4. any such motion shall be put to the next General Meeting, which shall be held not earlier than fourteen or later than forty days from the forwarding of the proposal to Members; and
5. the Secretary shall notify the Registrar of Incorporated Societies of all alterations, additions or revocations of these rules. This notification shall take such form as the Registrar may require.

17.

Pecuniary profit

1. professional services to the Society rendered in the course of business charged at no greater rate than current market rates; or
2. interest on money lent at no greater rate than current market rates.

Where a Board Member, an Officer or a Member has any pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of interest, they:

1. shall disclose the interest fully at a Board Meeting;
2. shall disclose the interest and the general nature of that interest prior to any consideration of the matter in the meeting;
3. shall not take part in the discussion of or vote on any question in respect of the matter; and
4. shall not in any way influence the voting on any such question.

The pecuniary or personal interest, direct or indirect, of an immediate family member shall, if known to the Board Member, be deemed to be also the pecuniary interest of the Board Member.

Every declaration of interest and the general nature of that interest shall be recorded in the minutes of the meeting.

18.

Winding up

19.

Board Members' remuneration and other benefits

20.

Indemnity and insurance for Board Members and employees

Subject to Rule 20.3, each Board Member, from time to time, is to be indemnified by the Society for any costs incurred by him or her in any proceeding:

1. that relates to liability for any act or omission in his or her capacity as a Board Member; and
2. in which judgment is given in his or her favour, or in which he or she is acquitted, or which is discontinued.

Subject to Rule 20.3, each Board Member from time to time, is to be indemnified by the Society for any liability or costs in respect of:

1. liability to any person other than the Society or a subsidiary company for any act or omission in his or her capacity as a Board Member; or
2. costs incurred by him or her in defending or settling any claim or proceeding relating to any such liability.

The Society may effect insurance for a Board Member or employee of the Society or a subsidiary company for:

1. liability, not being criminal liability, for any act or omission in his or her capacity as a Board Member or employee; or
2. costs incurred by the Board Member or employee in defending or settling any claim or proceeding relating to any such liability; or
3. costs incurred by the Board Member or employee in defending any criminal proceedings in which he or she is acquitted.

21.

Method of contracting