Constitution review related FAQs

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. 

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.

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

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.

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 Special General Meeting?

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.

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. 

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.

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.