InternetNZ's Constitution review

The constitution of InternetNZ has served the Society well since 1995. With a few small reviews along the way, we’re now looking at how this foundational document can serve us in an ever-evolving digital world and into the future. With a change to Incorporated Societies legislation in 2022, we have been working to refresh our Constitution to reflect who we are today as InternetNZ and where we’re heading. After incorporating feedback from a range of stakeholders, we are presenting the revised Constitution for ratification at a Special General Meeting in March 2025.

Overview of process Review timeline Special General Meeting 31 March 2025 The Proposed Constitution

Overview of process

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.

Review timeline

Timeline

Date	Activities
1995	InternetNZ’s current constitution adopted.
2021	An independent review into systemic racism within InternetNZ was conducted.
2022	The independent review into systemic racism report recommends: 3.1 Review the constitution of InternetNZ by 2025 as required by changes to Incorporated Societies laws; 3.2. Consider a more representative model of governance for InternetNZ that is co-designed by Māori and informed by iwi and that gives effect to Te Tiriti. 4.2 As part of the constitutional review, consider membership models, including voting systems, to address issues raised in this report including: transparency of membership, diversity and representation, and current imbalances of power.
5 April 2022	Incorporated Societies Act 2022 receives royal assent. There are a number of significant changes under the 2022 Act which must be reflected in our constitution.
13 May 2023	InternetNZ Council endorses a draft plan to undertake a constitutional review, including a draft timeline indicating a proposed constitution be brought to members at an SGM in February 2025.
5 October 2023	Incorporated Societies Act 2022 came into force, requiring Incorporated societies to update their constitutions before 5 April 2026.
September 2023	Project planning and research begins for constitutional review.
21 February 2024	Member input opportunity 1. We invite members to submit expressions of interest to join a co-design group working to support the development of the constitution. Seven positions for members were available. These members would be part of a group of up to 15 people. All members who responded became part of the co-design group.
March–April 2024	Engagement with members, Māori, and other key stakeholders. Engagement with legal and policy advice. During this time in excess of 20 community groups were met with. Co-design group established to develop draft of the proposed constitutional arrangements. The Co-design group includes nine members to begin with and 12 by the release of the Proposed Constitution, worked intensively for seven months. The group included representatives of academic, technical, Māori, civil society, and business communities.
May 2024	Member input opportunity 2. Three online member workshops are held to gather insights and input into the constitutional review. Nine members attended over the three sessions.
15 October 2024	Member input opportunity 3. Co-design group invite members to provide feedback on proposed draft objects: 16 members provided written feedback Six members attended the online drop-in session with the Programme Manager of the Constitution review.
29 October 2024	Member input opportunity 4. Co-design group invite members to provide feedback on proposed options for membership structure through written feedback form or online drop-in. 19 members provided written feedback Six members attended the online drop-in session with the Programme Manager of the Constitution review.
8 November 2024	Member input opportunity 5. Co-design group invite members to provide feedback on proposed governance structure options through written feedback form or online drop-in. 12 members provided written feedback One member attended the online drop-in session with the Programme Manager of the Constitution review.
November 2024	Drafting guidelines finalised.
6 December 2024	InternetNZ Council Meeting, the Council considered a proposed date of 31 March 2025 but was not in a position to determine the date then. They endorsed the readiness of the Drafting Guidelines for release at this meeting. (see item 3.1 of the Council minutes)
16 December 2024	Public consultation on the drafting guidelines for constitutional review opens.
16 January 2025	Member input opportunity 6. Online session held on the drafting guidelines. One member attended
21 January 2025	Member input opportunity 7. Auckland member meet-up information session on the drafting Guidelines offered.
28 January 2025	Member input opportunity 8. Wellington member meet-up information session on the drafting Guidelines offered.
30 January 2025	Member input opportunity 9. Christchurch member meet-up information session on the drafting Guidelines offered. Note: Due to low numbers we cancelled the Auckland, Wellington, and Christchurch meet-ups but offered individual meetings to those who registered. Two out of three members took up this opportunity.
31 January 2025	Member input opportunity 10. Online session held on the drafting guidelines. Two members attended.
3 February 2025	Member input opportunity 11. Online session held on the drafting guidelines. Two members attended.
10 February 2025	Public consultation closes on drafting guidelines. 13 submissions were received.
14 February 2025	InternetNZ Council meeting, the Council reviews proposed Constitution. The Council confirm intent to call a Special General Meeting on [a date to be announced] to consider adoption of the 2025 Constitution for InternetNZ. (see item 3.4 of the Council minutes)
February 2025	Proposed constitution drafted based on drafting guidelines and member feedback.
28 February 2025	InternetNZ holds regular quarterly CE and Member Hui. 60 members attend.
6 March 2025	Notice of Special General Meeting on 31 March 2025 sent to eligible Financial Members. 3.6 The rights of membership (including, but not limited to, standing for elected office, voting, nominating, seconding and petitioning) accrue to a member three months after joining the Society, and are maintained until their membership ends, as set out in sections 4 and 5 of this Constitution. InternetNZ shares the proposed constitution with members. Consultation on alternative options open for eligible Financial Members. Eligible Financial Members have five days to provide feedback.
11 March 2025	Consultation on alternative options closes 42 responses were received.
17 March 2025	Notice of SGM motions sent to eligible Financial Members. The proposed Constitution is sent to members along with a summary of feedback. Announce Q&A with CE and call for questions.
19 March 2025	InternetNZ CE, Vivien Maidaborn hosted a Q&A session with members for constitution discussion. 100 members registered to attend (registrations closed).
24 March 2025	InternetNZ CE Vivien Maidaborn hosted a second Q&A session with members to discuss the constitution. Due to the high interest in the session on 19 March, a second session for members has been scheduled.
31 March 2025	A Special General Meeting was held online via Zoom, 5.30–8.00 pm. Eligible Financial Members may speak and vote at the SGM Non-eligible Financial Members attended via live stream. Result: A strong majority of InternetNZ members—more than four out of five voters—voted to adopt the Proposed Constitution.

Special General Meeting 31 March 2025

The Notice of the Special General Meeting (SGM) from the InternetNZ President has been sent to all eligible Financial Members to vote at the SGM on 31 March 2025. The date for the SGM was set by Council at the 14 February 2025 Council meeting.

The SGM is a pivotal step in a robust process that began in 2023, and will modernise and align our Constitution with current legislation. It will ensure InternetNZ has a Constitution that meets legal requirements and can be reregistered, and continue to exist as an Incorporated Society.

Key information:

Two Motions put forward:

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.
Following the adoption of the Constitution, that 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, 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

The Proposed Constitution

The Proposed Constitution in large part reflects the Drafting Guidelines. However, in some places, the Proposed Constitution has been 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 refer to our FAQ’s page for more information.