Board Bylaws
1. Introduction
In accordance with clause 11 of the Constitution, the Board may make and amend bylaws. Further as per clause 3.4.5 of the Constitution other than as prescribed by the Act or the Constitution the Board may regulate its own procedure.
The Constitution establishes and details:
a) the Board’s function and powers;
b) the Board’s composition and skills;
c) the Board’s leadership structure and appointment;
d) appointment and role of sub-committees;
e) high-level Board meeting procedures (quorum, venue, resolutions, chairing and frequency);
f) qualification, disqualification and duties of Board Members
g) appointment, election and the term of Board Members;
h) removal of Board Members and cessation of holding office; and
i) approach to conflicts of interest held by Board Members.
The bylaws in this document (Bylaws) provide further guidance in regard to how the Board shall govern and conduct the business of the Board, in particular Board meetings.
The Bylaws shall be consistent with the Constitution, the Incorporated Societies Act 2022 (Act), regulations made under the Act and any other relevant legislation. All defined terms in this document shall have the meanings as defined in clause 1.3 of the Constitution, unless as otherwise provided. In the event of any inconsistencies between any section of this document and any clauses of the Constitution, the clauses of the Constitution shall prevail.
2. Board meetings
2.1 Preparation of the Board meeting
2.1.1 Board meeting dates for the year set following the AGM: The Board meeting dates for the year are proposed after the AGM and approved at a Board meeting held after the AGM. The Board shall meet at least 4 times per year.
2.1.2 Co-Chair or Chairperson may call a Board meeting: A Board meeting may be called by either Co-Chair or the Chairperson.
2.1.3 Board Members may request a Board meeting: The Co-Chair or Chairperson may call a meeting within 21 Working Days from the Co-Chair or Chairperson receiving a request by at least 3 Board Members.
2.1.4 Notice of Board meeting: Subject to sections 2.1.1 to 2.1.3 above, the Co-Chair or Chairperson must provide a written notice to all Board Members at least 10 Working Days prior to any Board meeting. The notice must detail the date, time, venue (in accordance with clause 3.4.2 of the Constitution) of the Board.
2.1.5 Emergency meeting: Either Co-Chair or Chairperson may call a meeting to discuss any unforeseen challenges or urgent and imminent issues that require immediate attention in the sole discretion of the Co-Chair or Chairperson (Emergency Meeting) by providing 48 hours written notice (where possible) to all Board members.
2.1.6 Agenda for the Board meeting: The Co-Chair or Chairperson must advise the relevant InternetNZ staff member at least 5 Working Days prior to the Board meeting the items for the agenda. The Board Members shall receive the agenda at least 5 Working Days prior to the Board meeting, unless the meeting is an Emergency Meeting in which case the agenda shall be sent out as soon as possible.
2.2 Quorum
2.2.1 Quorum: In accordance with clause 3.4.1 of the Constitution, the quorum for Board Meetings is at least half the number of Board Members. If quorum is not reached within 30 minutes of the appointed time for a meeting, those present at the meeting shall determine a date for the adjourned meeting (no earlier than 5 Working Days from the date of the meeting). If no such agreement is reached, the adjournment shall be for a meeting at the same time and place 5 Working Days from the date of the meeting.
2.2.2 Notice of adjourned meeting: Notice of the adjourned meeting shall be given to all Board Members. At such an adjourned meeting the number of Board Members attending shall constitute a valid quorum.
2.3 Chair
2.3.1 Chairing the Board meeting: The Board meeting shall be chaired in accordance with clause 3.4.4 of the Constitution, either by:
a) a Co-Chair of the Board, taking alternate turns when possible; or
b) the Chairperson of the Board, who may delegate to the Deputy Chair.
2.3.2 Role of the chair of the Board meeting: The person chairing the meeting shall:
a) propose, speak and vote on motions;
b) intervene if more than one speaker starts to speak at the same time and decide who shall take the floor; or
c) have a casting vote in the event of a tied vote on any Board resolution.
2.4 Speakers
2.4.1 Speakers to address the Board meeting through the Chair: All speakers shall:
a) address the Board meeting through the person chairing the meeting;
b) avoid personalities, impropriety, irrelevance and repetition;
c) confine themselves to the matter under discussion; and
d) not be interrupted except by the person chairing the meeting or by a Board Member raising a point of order.
2.5 Other attendees
2.5.1 Subject matter experts: InternetNZ staff or external stakeholders may be invited to attend the Board meeting as subject matter experts for the purpose of speaking to a specific motion as required or requested by the Board (Subject Matter Experts).
2.5.2 Eligible Members: Eligible Members may attend Board Meetings as an observer only (for avoidance of doubt such attendees may not speak at the Board meeting other than introducing themselves with their camera on when they join the meeting or as otherwise advised by the person chairing) and their presence must be formally acknowledged by the Board at the start of the Board Meeting.
2.5.3 Attendance may be denied: The Board, at their sole discretion, may deny attendance to Subject Matter Experts or Eligible Members for all or part of any Board meeting for reasons including but not limited to, staffing issues, commercial confidentiality or privacy.
2.6 Motions
2.6.1 Motions to be submitted prior to agenda being distributed: All substantive motions to be heard at the Board meeting must be submitted by Board Members to the Co-Chair or Chairperson at least 7 Working Days prior to the Board meeting.
2.6.2 Motions moved at the Board meeting: All motions must have a proposer and seconder. Any substantive motion before a Board meeting shall be heard one at a time. For avoidance of doubt one substantive motion shall be disposed off before any other substantive motion is introduced and heard.
2.6.3 Procedural motions may be moved at any time: The following procedural motions may be moved by any Board Member at any time, including during the Board meeting:
a) That the Chair's ruling be disagreed with;
b) For permission to withdraw a motion or amendment;
c) That the question be now put;
d) That the meeting proceed to the next item of business;
e) That consideration be deferred for a stated time;
f) That the motion be amended;
g) That the motion be referred;
h) That the meeting hear a named observer;
i) That observers be requested to retire; or
j) To discuss the action of a member who has been named by the person chairing the meeting.
2.6.4 Procedural motions to be moved in order: The procedural motions 2.6.3(a) to 2.6.3(d) shall be moved in the order in which they are listed.
2.6.5 Chair to vacate position for procedural motion 2.6.3(a): If procedural motion 2.6.3(a) is being moved the chair shall vacate their position as chair and only the mover and chair may speak to this motion.
2.6.6 No discussion on some procedural motions: There shall be no discussion on procedural motions 2.6.3(b) and 2.6.3(d).
2.6.7 Procedural motion to amend: Only one procedural motion to amend must be considered at a time and any motion to amend must be relevant to the substantive motion. If the motion to amend is to negate the substantive motion, it must include a reasoned alternative course of action.
2.7 Resolutions and voting
2.7.1 Resolutions: In accordance with clause 3.4.3 of the Constitution, a Board resolution is passed at any Board meeting if a Simple Majority of the votes cast on it are in favour of the resolution. Every Board Member shall have one vote. The presiding chair of the meeting has a casting vote in the event of a tied vote on any Board resolution.
2.7.2 Names to be recorded: The names of Board Members voting for and against any motion not carried unanimously shall be recorded in the minutes.
2.8 E-vote
2.8.1 An e-vote may be required: From time to time Board Members may be required to partake in an e-vote for urgent or time sensitive motions.
2.8.2 E-vote procedure: E-voting may be held via electronic mail or other electronic technologies. Board Members shall receive the request to vote electronically and the request shall include the resolution, any relevant information and the date and time at which e-voting shall open and close.
2.8.3 Simple Majority: In accordance with section 2.7.1 above and clause 3.4.3 of the Constitution the e-vote shall be passed if a Simple Majority of the e-votes cast on it are in favour of the resolution.
2.8.4 Ratification of resolution: Any resolution subject to an e-vote shall be ratified at the next Board meeting.
2.9 Minutes
2.9.1 Minutes: The Board shall keep minutes from each Board meeting. The minutes shall include the time of the Board meeting, the venue, attendees, substantive motions (including the name of the mover and seconder), the results of the motion and a summary of discussion whether or not a motion was considered.
2.9.2 Supporting material: Any supporting material that is presented at a Board meeting, whether it was discussed or not, shall be attached to the minutes of the meeting, unless the Board decides otherwise for reasons such as confidentiality or privacy.
2.9.3 Motion to move minutes: The only discussion on a motion for the confirmation of the minutes shall be as to the accuracy of the record.
3. Other legislation & governance policies
3.1 Bylaws shall be consistent with legislation: The Bylaws shall be consistent with the Constitution, the Incorporated Societies Act 2022 (Act), regulations made under the Act and any other relevant legislation.
3.2 Consideration of legislation and governance policies: The Board shall consider relevant legislation, such as the Health and Safety at Work Act 2015 and InternetNZ governance policies when governing and conducting the business of the Board.
4. Amending the Bylaws
4.1 Amendments: These Bylaws may be changed by a two-thirds majority of the Board members. Any motion to change the Bylaws must be presented in writing to all Board members 14 days prior to the vote being taken.