Constitution review (archive)

For this project, we wanted to refresh our Constitution to reflect who we had become and where we were heading. 

The drivers

Two key priorities drive this constitutional review:

• Upholding Te Tiriti o Waitangi: Ensuring our constitution is centred on Te Tiriti o Waitangi as recommended by the Independent Review of Systemic Racism in 2022.
• Meeting new legal requirements: Aligning with the new legal requirements of the Incorporated Societies Act 2022.

The focus

To support our mission of creating an Internet that benefits all, the review was focused on:

• Renewing the constitutional objects: Modernising our core purpose to reflect who we are as InternetNZ today and our goals for the future.
• Strengthening governance: Building a governance structure that meets the needs of our organisation and the communities we serve.
• Refining membership structure: Designing a membership structure that supports engagement and growth now and in the years ahead.
• Bringing clarity to the technical: Ensuring our constitution is clear and simple and supports achieving our goals as a Society.

Co-design process

As part of the constitutional review process, in March 2024, we invited 14 people with a range of expertise in technology, governance, Te Tiriti o Waitangi, and community to help co-design the revised constitutional proposals. 

It was essential for the co-design process to include Māori as Tangata Whenua of Aotearoa. This commitment enabled us to work toward embedding Te Tiriti o Waitangi in the proposals for our revised constitution. It was also important to include InternetNZ members in the process, and in early 2024, we asked for expressions of interest from members to join the group. 

The co-design group met for three full-day hui, a two-day hui and several online discussions between April and September 2024. Their mahi focussed on the objects, governance and membership aspects of the constitution. The co-design sessions were facilitated by Aatea Solutions.

Timeline

 

We appreciate the feedback received on the Drafting Guidelines for the InternetNZ | Ipurangi Aotearoa Constitution. Submissions have now closed, and your insights have been invaluable in shaping and refining the final Constitution.

Developed with input from the Constitution Review Co-Design Group, staff, Council members, and external experts, these guidelines reflect the perspectives of our members and the broader community. While they don't cover every detail, they outline the key points and necessary changes that will guide us in writing the final Constitution. Thank you for your contributions!

The Drafting Guidelines

Discover the key highlights of the proposed changes in our Drafting Guidelines Executive Summary: 

• Drafting Guidelines Executive Summary (PDF)

• Drafting Guidelines Executive Summary (DOC)

For an in-depth understanding, please refer to our full Drafting Guidelines:

• Drafting Guidelines (DOC)
  
  

Learn more sessions 

Member meet-ups:

Connect with fellow members on the Drafting Guidelines during these member meetups attended by staff and Councillors at InternetNZ.

• 21 January 2025, 5:30-7 PM, Grey Lynn Community Centre, 510 Richmond Rd, Grey Lynn, Auckland — Registrations closed

• 28 January 2025, 5:30-7 PM, InternetNZ, Level 13/18 Willis Street, Wellington Central, Wellington — Registrations closed

• 30 January 2025, 5:30-7 PM, Tūranga Central Library, Level 1, 60 Cathedral Square, Christchurch — Registrations closed

Open online info sessions:

Participate in online sessions open to everyone to learn about the proposed updates in the Drafting Guidelines:

• Thursday, 16 January, 2025: 5-6 PM, Zoom — Registration closed 

• Friday, 31 January, 2025: 12-1 PM, Zoom — Registration closed

• Monday, 3 February, 2025: 6-7 PM, Zoom — Registration closed

Your feedback is essential in creating a constitution for InternetNZ that aligns with our vision of an Internet that benefits all. 

Make a submission (now closed)

You can provide feedback via:

• Google Form — now closed

• Submission template (DOC) — now closed 

• Email us at insights@internetnz.net.nz 

Submissions are now closed. 

Received submissions

Read the submissions we have received to date: Drafting Guidelines Submissions received as at 14 February 2025 (PDF).

We run an open policy-making process and actively publish all submissions to encourage open conversation. We will publish the names of the submitters but not their contact details.

If you want to include confidential information in your submission, contact insights@internetnz.net.nz to discuss potential arrangements for handling the information.

Following the consultation on the Drafting Guidelines for the InternetNZ Constitution, there were some options we were seeking member input on.

This input will guide us if there is a strong preference for the Proposed Constitution or Alternative Options; or if we vote on the options at the Special General Meeting.

The Proposed Constitution 

The Proposed Constitution in large part reflects the Drafting Guidelines. However, in some places, the Proposed Constitution is refined from the original proposals. 

Changes were made:

• to address feedback from member submissions and input from the wider public; 
• to introduce options for further member discussion around areas where there were differing views expressed;
• to remove provisions which better sit in other documents; and
• following further external legal advice to ensure the Proposed Constitution aligns with the Incorporated Societies Act 2022 and other legal requirements.

Please find all relevant documentation as follows: 

• Proposed Constitution of Internet New Zealand Incorporated PDF
• Proposed Constitution of Internet New Zealand Incorporated DOC
• Proposed Constitution Options for Member Feedback PDF
• Proposed Constitution Options for Member Feedback DOC
• Supplementary Paper to Proposed Constitution — Alternatives PDF 
• Supplementary Paper to Proposed Constitution — Alternatives DOC 
• At a glance: key aspects of the Proposed Constitution PDF 
• At a glance: key aspects of the Proposed Constitution DOC 
• Changes from the Drafting Guidelines PDF
• Changes from the Drafting Guidelines DOC 

The Consultation Process

1. Consideration of your feedback

This Consultation process will consider feedback from eligible Financial Members as of 31 March 2025. This means you need to have become a Financial Member of InternetNZ by 31 December 2024 to vote at the Special General Meeting. 

2. Updating the final Proposed Constitution 

Once the consultation period closes at 5pm on Tuesday 11 March, feedback will be considered by our team at InternetNZ with documentation and recommendations on what is included in the final Proposed Constitution to be voted on at the SGM and if options will be voted on at SGM. 

3. Resolution & Documentation

This will be provided to eligible Financial Members. In preparation for the Special General Meeting, you will receive the final proposed Constitution, supporting documentation and the resolution to be considered on or by 17 March 2025, in line with our current Constitution requirement to inform members of the resolution at least 14 days before a General Meeting.  

Summary of the Alternative Options

The Alternative Options explore three areas:

• A Preface statement about the administration of the .nz Domain Name Space
• Board Composition
• Leadership of the Board

To read the full overview of the Alternative Options in detail, please see the following documents:

• Proposed Constitution Options for Member feedback (DOC)
• Proposed Constitution Options for Member feedback  (PDF)

A supplementary paper also accompanies the Proposed Constitution. This document outlines the changes that will be required throughout the constitutional document should the alternative options be selected. 

Alternative Option: A preface statement about the administration of the .nz Domain Name Space

The proposed Constitution has a statement in the Preface which further seeks to clarify InternetNZ’s role in the .nz Domain Name Space (DNS). 

The proposed statement is as follows:

The Society does not consider the use of domain names in its administration of the .nz Domain Name Space, except for moderated second level domains such as .govt.nz; where required by law; or to protect the integrity and trust of the .nz Domain Name Space against domain name space abuse. 

Members are asked to consider if the proposed statement above should be in the Constitution or should be deleted. 

Alternative Option: Board Composition

The Proposed Constitution requires a total of 9 Board members where possible (with a minimum of 7) with 5 or 6 Elected Members and 2 or 3 Appointed members. 

The Alternative Option retains a Board of 11, like our current Council, but has more flexibility to increase the Appointed Board members by 1. 

Members are asked to consider the Proposed Constitution, or if they prefer the Alternative.

Alternative Option: Leadership of the Board 

The Proposed Constitution provides for allowing co-leadership of the SOciety with at least one Co-Chair being Māori and for the Board to appoint its leaders. 

There are two alternative options to consider

Alternative Option 1: to proposed Board leadership structure: This alternative option provides that the Board shall be led by a Chairperson and Deputy Chairperson only. 

Alternative Option 2: to proposed Board leadership structure: This alternative provides that the Board shall be led by a Chairperson and Deputy Chairperson. The Chairperson is elected by Eligible Members and the Deputy Chairperson is appointed by the Board.

Make a submission (closed)

All eligible financial members were emailed information on how to provide feedback as part of this submission process.

Received submissions 

Read the submissions we have received on the alternative options to the Proposed Constitution. 

We run an open policy-making process and actively publish all submissions to encourage open conversation. We will publish the names of the submitters but not their contact details.

If you want to include confidential information in your submission, contact insights@internetnz.net.nz to discuss potential arrangements for handling the information.

Key information: 

• Notice of the SGM

• SGM agenda pdf

• SGM agenda doc

• The Proposed Constitution (as at 17 March 2025) pdf 

• The Proposed Constitution (as at 17 March 2025) doc 

• Summary of consultation on Constitutional options — the most recent consultation findings (17 March 2025) pdf

• Summary of consultation on Constitutional options — the most recent consultation findings (17 March 2025) doc

Two Motions put forward:

1. That the Constitution attached to this notice be adopted as the Constitution of Internet New Zealand Incorporated, to take effect on the society’s reregistration under the Incorporated Societies Act 2022, as soon as practicably possible after adoption.

2. Following the adoption of the Constitution, the alternative options shared with eligible financial members for consultation on 7 March 2025 be brought to the 2025 AGM.

Results of voting — new Constitution passed: 

The SGM was held online via Zoom, on 31 March 2025, 5:30–8:00 pm.

A strong majority of InternetNZ members — more than four out of five voters — voted to adopt the Proposed Constitution.

Final Result Motion 1— InternetNZ SGM 31 March 2025

Final Result Motion 2 — InternetNZ SGM 31 March 2025

Constitution review process

Why are we updating the constitution?

There are two reasons: 

The Incorporated Societies Act 2022 (2022 Act) requires all incorporated societies to re-register under the 2022 Act. There are a number of significant changes under the 2022 Act which must be reflected in our Constitution.

Ensuring our constitution is centred on Te Tiriti o Waitangi as recommended by the Independent Review of Systemic Racism in 2022.

Who was consulted with in the development of the Constitution? 

The Constitution development process has been underway for 18 months, with multiple points of engagement offered which have been taken up by a significant number of people. You can find the timeline of engagement here. The Proposed Constitution to be presented at SGM is the result of all these engagements.  

How long will it take to implement the new Constitution? 

The new Constitution will take effect when InternetNZ reregisters under the 2022 Act, which will happen as soon as practicable after the Constitution is ratified. There will be a transition period expected to be up until the 2027 AGM to give full effect to all clauses in the new Constitution. 

Legal advice

What legal advice did you seek across the Constitutional review process?

A range of legal and other expert advice has been sought throughout the Constitutional review process including on the new legislative requirements. This advice informed the Drafting Guidelines and the Proposed Constitution, and the process for the Special General Meeting. 

We have a summary of the advice from experts through the development of the Drafting Guidelines and the Proposed Constitution. 

We also have a summary of the Governance advice we originally received in September 2024. 

Disclaimer: Information in these documentsis for general information purposes only and specific to advice InternetNZ has received for its purposes. The information should not be used for any other purpose and does not constitute legal advice for any other person.

Date of Special General Meeting (SGM)

What is the date of the recently called SGM?   

The SGM will be on 31 March 2025 at 5:30pm and will be held online, via Zoom. 

I have been told through my networks that you called a meeting early on purpose so more people couldn’t vote, is this true? 

No. In May 2023, the Council endorsed a draft plan to undertake the Constitutional Review. In that meeting, they considered a draft timeline that indicated an SGM would be brought to the members in February 2025 (see item 2.1 of the Council meeting pack). 

In the December 2024 Council Meeting, the Council considered a proposed date of 31 March 2025 but was not in a position to determine the date then. In the Council Meeting on 14 February 2025, the Council confirmed the intent of this meeting to be on 31 March 2025. 

Why not give a longer notice period?

As per our Constitution, we need to provide motions for a Special General Meeting 14 days in advance of that meeting (14.6 of our current Constitution). Our plan is to provide the motions to consider at the SGM on 17th March to align with us calling the SGM for 31 March 2025. In the case of this SGM, we are giving 25 days notice to eligible Financial Members

Who can attend the SGM on 31 March 2025?

If I am a member, can I attend the SGM? 

Yes, however not all members are eligible to receive the Notice, attend, speak and vote at the meeting.

• Only eligible Financial Members may attend, speak and vote at the SGM

• Non-eligible Financial Members may attend for observation purposes only

Why can only eligible Financial Members attend, vote, and speak at the SGM?

Under Rule 3.6 membership rights only accrue after 3 months, and these rights normally include the right to receive notice of, attend, speak and vote at a general meeting.

Why are non-eligible Financial Members given the opportunity to be involved in the SGM? 

Due to high interest in this process, we are providing a live-streaming component so that non-eligible Financial Members can observe the SGM proceedings.

Why has every member not received the SGM notice?

Under Rule 3.6 members only accrue their rights after 3 months. These rights would normally include receiving a notice of, attending, speaking and voting at general meetings. 

Whilst 10.3.3 provides that every member may receive notice, the right to receive the notice does not apply until the initial 3 month period has expired. InternetNZ has provided eligible Financial Members with the Notice of the SGM. However, all members have been provided with a link to the Notice which is on our website.

How will the SGM on 31 March 2025 be run

Why is this SGM being held online?

Conducting the meeting online gives all our eligible Financial Members located across the country the opportunity to participate in voting and discussion. It will also give non-eligible Financial Members located across the country the opportunity to attend for observation purposes only.

Why won’t motions be accepted from the floor at the SGM on 31 March?

The SGM has been called for a specific purpose, as provided in the initial notice. Rules 10.3.1.2, 10.3.2, 10.3.3 and 14.4 to 14.6 of the current Constitution provide clear processes that must be followed to properly bring a motion. The underlying principle behind clause 14 is that members are bound by the Constitution and therefore should have time to properly consider any amendments to it.

Why can the SGM only consider the motion as per the notice?

The business of the SGM is limited to the matters set out in the notice of the meeting under rule 10.3.3. 

No motions to amend the Constitution could be taken from the floor, and no motions to amend the motion to adopt the Proposed Constitution could be taken from the floor. 

How will the Constitution be ratified?

The vote will be conducted by a ‘yes’ or ‘no’ vote, with a simple majority as per Rule 10 of Schedule 1 of the Incorporated Societies Act 2022, and will take effect when InternetNZ reregisters under the 2022 Act. 

What is a simple majority?

A simple majority for this SGM is 50% of votes plus 1. The quorum as per the current Constitution is 20 members in attendance.

Doesn’t rule 14.5 of the current Constitution require that to amend the Constitution you need a two-third majority?

Rule 10 of Schedule 1 of the Incorporated Societies Act 2022 provides that a majority vote is only required at the SGM, and overrides the requirement for a two-third majority. 

This applies to an approval of a new Constitution, not just a new constitution to meet legislative requirements. 

Why can’t I do a proxy vote?

The general rule is that proxy voting is not permitted unless expressly provided for. Rule 11.2 provides that proxy shall only happen at general meetings, but 11.5 provides that there are no proxies available for Society activities. 

Holding an online SGM allows for attendance from any place and there is no need to rely on proxies.

Why not give a longer notice period of the SGM?

The Council has already provided a longer notice period than was required by our current Constitution. In the case of this upcoming Special General Meeting, 25 days notice has been given to eligible Financial Members of the meeting date.

Rule 14.6 of our current Constitution only requires motions for a Special General Meeting to be provided 14 days in advance of that meeting. 

The motions that are being brought to the Special General Meeting are provided in the Notice of the meeting distributed to eligible Financial Members on 17 March 2025.

Voting process for the SGM

What is the voting process under the current Constitution?

Eligible Financial Members shall receive a link from Electionz.com to pre-register before the SGM, and voting shall take place at the SGM.

 

What are my voting rights?

Under Rule 3.6 members only accrue their rights after 3 months. These rights would normally include receiving a notice of, attending, speaking and voting at general meetings.

Why are you now opening voting on the Proposed Constitution earlier?

InternetNZ initially aimed to provide as many opportunities for members to debate and discuss the motions as possible, including during the Special General Meeting. However, to ensure members who can’t attend on 31 March have a reasonable opportunity to exercise their democratic rights to vote on Motion 1, voting will be opened for a short period in advance of the meeting. Therefore voting on Motion 1 will now be open from 12pm Friday 28 March until 6:30 pm Monday 31 March. 

Te Tiriti o Waitangi and te reo Māori

Why does InternetNZ have a focus on Te Tiriti o Waitangi?

Te Tiriti is not just a foundational document for New Zealand; it embodies the vision of diverse cultures and peoples working together for mutual benefit, acknowledging the te iwi Māori (Māori people) as independent. 

This profound vision is available for every organisation and citizen of Aotearoa to engage with and to aspire toward. While Te Tiriti encompasses legal commitments and political discourse involving the direct Partners — iwi and Government — it offers all of us a way to participate in its vision for Aotearoa. Recognising this significance, InternetNZ made the pivotal decision to center our work around Te Tiriti in 2018, reaffirming our commitment to collaboration, inclusivity, and collective progress as it relates to the internet.

Why do you use te reo Māori in your communications?

As laid out in the current InternetNZ strategic direction, we are working toward centering Te Tiriti o Waitangi in our organisational life and practice. Te reo Māori is a part of that — something we can learn and share together.

Te reo Māori is an official language of Aotearoa | New Zealand and for that reason alone we would seek to normalise te reo Māori in our communications.

CE Q&A sessions

I would like to know what was discussed at the CE lead  Q&A sessions on  19 and 24 March. Where can I find this information?'

We have a summary of questions and answers during two CE lead Q&A hui (sessions) on our Proposed Constitution that took place for one hour each on Wednesday, 19 and Monday, 24 March 2025. We have themed and summarised the key discussion points and the Q&A’s across two hours of kōrero (discussion) for ease of review for those who did not attend but would still like to have the information.