2025 Annual General Meeting

Chairperson’s Report and Annual Report 

Stephen Judd, Chairperson, Chairperson's report 

Vivien Maidaborn, Chief Executive, presentation of InternetNZ's Annual Report.

 

Qu: Wouldn’t grant money be better spent on fighting misinformation

We are strongly focused on supporting digital equity, including some misinformation initiatives.

Qu: Why is InternetNZ disbursing funds when its function is to run the .nz domain?

We have been the designated manager for the .nz ccTLD since 1996. We have a Memorandum of Understanding (MoU) with the Ministry of Business, Innovation, and Employment (MBIE), on the understanding that it would, in time, realise a surplus from the operation of .nz, and that any such funds would be used to promote and protect the Internet and Internet users in New Zealand. This is a charitable object at the core of InternetNZ Society’s Constitution: “Any income, benefit, or advantage must be used to advance the charitable objects of the Society.”

Qu: Does InternetNZ participate or advocate in discussions about the tech workforce / tech talent pipeline with the NZ govt?

We are members of NZTech and the NZITP and participate in discussions on IT workforce development. We also support some community initiatives that directly support a talent pipeline, particularly for Māori and Pacific people, who have low representation within the tech workforce.

Qu: What are the goals and aims for engaging with the government, and why are there no goals for policy outcomes?

Our policy functions include Internet governance, .nz Rules development, and public policy. There are specific goal measures related to the .nz Rules that cover the licensing rules and consumer protection in the .nz domain name space, as well as internet governance, where we continue to advance the multistakeholder model of governance.  

We have re-established working relationships with key government organisations such as MFAT, DPMC, and MBIE. We will continue to provide input and submissions into government policy areas such as critical infrastructure and national emergency regulation, as well as any proposals that may infringe on an open and secure Internet, or that do not support an Internet that benefits all.

 

Audited Annual Accounts 

Anjum Rahman, Chair, Audit and Risk Committee, presentation of Annual Accounts, including key highlights. 

 

Qu: Can you expand on the level of reserves (equity) that you hold?

At 31 March 2025, Group equity was $11.7 million. Of this, $11 million was ring-fenced for the Sustainable Community Fund. Equity has been deliberately built up over time to support this and other community-focused initiatives. Our quarterly financial reports will give you more details on this.

Q4 2024/25 Group financial statements 

Qu: You mentioned a liability for contracts that you are still to deliver. Are your fees charged on an annual basis, or can contracts be cancelled at short notice?

Yes, fees are charged on an annual basis. You can purchase it for up to 10 years. When you purchase a .nz domain name, this will be via a registrar and will depend on their contract with you. 

Qu: Revenue went down, but expenses went up. Why was revenue not increased in line with inflation?

The organisation has historically absorbed price increases, which has meant we have not grown revenue in line with inflation. However, we have increased the price this financial year from July 1 2025, to balance the increase in expenses over the last five years.

 

InternetNZ operational update

Vivien Maidaborn, CE, presentation of Strategic goals and budget for 2025/26.

 

Qu: What measurable KPI's are in place to track performance against the five goals?

Each year, when we set our goals, we also set and publish our measures for these goals. We publish and discuss how we are tracking and what we achieved as part of our quarterly and annual reporting and board meetings.

Our goals

Our quarterly reports

Qu: "Goal 4 — InternetNZ Group has a clear purpose and values that drive our long-term strategy." — How does InternetNZ not consider that it currently has this?

One of the strategic goals for 2025/26 is to have an approved 2026–31 InternetNZ Group Strategy, including purpose and values, in place by the end of the year. This refreshed strategy is based on a new five-year period following an environmental scan and other planning activity over this financial year.

 

Domain Name Commission update 

Barbara Pearse, Domain Name Commissioner, presentation of Domain Name Commission Annual Report and update.

 

Qu: How is the Domain Name Commission an independent regulator when it is a subsidiary of InternetNZ?

DNC and the Commissioner operate independently in fulfilling the responsibilities outlined in the Operating Agreement with InternetNZ. 

Operating Agreement

Qu: How were the domain names for the 675 data validation audits identified for this process? 

The data validation audits were a mix of proactive (414) and reactive (261) audits.

DNC receives reports of suspicious domain names from multiple sources, including the general public, other regulators, law enforcement and threat feeds they subscribe to. These reports may trigger a reactive audit. DNC uses tools that flag a sample of domain names on a risk-based approach as potentially suspicious, which may trigger a proactive audit.

Qu: What were some of the common factors in why domains were suspended?

The most common factors were the register data was incorrect and/or that the domain name holder did not verify their identity. 

Qu: Why was the dispute resolution scheme outsourced, and has this affected the cost to claimants of accessing the scheme?

For a small team, outsourcing the administration minimises key person risk and enables DNC to focus more resources on its other core functions.

There has been no change in costs to claimants accessing the scheme. DNC continues to fund the cost of mediations, and the fee for expert determination paid by claimants is the same.

Qu: Has the DNC investigated instances where certain registrars or integrated hosting providers make it difficult for users to switch services by controlling name servers or offering poor zone editing tools? If so, what proactive or educational efforts is the DNC undertaking to prevent this behaviour and protect consumer choice?

DNC has written to all registrars that the expectation is that 'without delay' is within two business days of receiving the domain name holder's request for the authorisation code. To support registrars, DNC also developed a 'Welcome Pack' for new registrars and expressly covers this obligation as part of the onboarding process.   

DNC isn't aware of any systemic issues related to this particular scenario. If this is happening, domain name holders can report it to the DNC for follow-up with registrars.

 

2025 Membership survey 

Vivien Maidaborn, CE, presentation of Membership survey results

 

Qu: Can InternetNZ give a firm commitment when it is going to reinstitute its membership email list?

The latest membership survey indicated that 75% of members did not want a member-to-member email. Some reasons cited were privacy concerns and not wanting to receive more emails.

 

General AGM questions

Qu: How many members joined the online AGM? And how many were Financial Members eligible to vote? 

1478 Eligible Members registered for the meeting and received the Unique Voter Code, which enabled them to vote on the motions. The total number of voters throughout the AGM fluctuated, at its lowest, 890 members voted on a motion, at its highest, 1055 members voted on a motion.

Qu: Where can I see the voting results 

For Board election results

• Grant Thornton New Zealand Audit Limited independently verified this year's election process. The final results are available on our 2025 Board elections webpage. 

For Member Motions results

• Member Motions at the 2025 InternetNZ AGM blog

Qu: Why is InternetNZ still not observing better accessibility in its documents? 

We are committed to improving the accessibility of our documents and channels. We completed an accessibility audit last year and are progressively making changes to our website. Our upcoming 5-year Group strategy provides an opportunity to undertake a refresh of our brand, including our colour palette.

 

Voting requirements for Motions 1 to 12

When voting, please note the following motions are amendments to the Constitution and require a resolution passed by two-thirds of Eligible Members present and voting at the AGM as per clause 10.1.3 of the Constitution.

If Motion 3 does not pass, the following parts of Motion 4 would be void:

• That clause 3.10.2 be amended by deleting the words “and (d)”; and
• That clause 3.10.4 be amended by deleting the words “and (d)”.

On this basis, Eligible Members will only be able to vote on the full Motion 4 if Motion 3 passes. For avoidance of doubt, if Motion 3 does not pass, Motion 4 will be updated by the Chair at the AGM to exclude the above parts.

The Mover has grouped their motions into the following 3 categories

• Governance Integrity and Due Process (Motions 1–5)
• Strengthening Democratic Representation (Motions 6–10)
• Fair and Clear Dispute Resolution Framework (Motions 11–12)

Supporting information by Mover

David Farrar Member Motions for 2025 AGM.pdf 

David Farrar Member Motions for 2025 AGM.docx 

Motions related to "Governance Integrity and Due Process"

Motion 1

That clause 2.8.1 of the Constitution be amended by replacing the final sentence with: “Before imposing any such suspension, the Member must be given notice of the proposed suspension and should be given an opportunity to be heard before a decision is made to suspend the Member.”

Motion 2

That clause 11 of the Constitution be amended by adding the following words at the end: “provided that any Code of Conduct must be approved by an Annual General Meeting before coming into effect.”

Motion 3

That clause 3.10.1 be amended by:

• deleting subclause (d), and
• adding after the words “by resolution” the words “confirmed at a General Meeting”.

Motion 4

• That clause 3.10.1(b) be amended by inserting the words “regularly scheduled” after the word “three” and before the words “consecutive meetings”.
• That clause 3.10.2 be amended by deleting the words “and (d)”. 
• That clause 3.10.3 be amended by deleting the words “has brought the Society into disrepute or”.
• That clause 3.10.4 be amended by deleting the words “and (d)”.

Motion 5

That Clause 2.6.1(c) be amended by deleting the words: “and do nothing to bring the Society into disrepute.”

Motions related to "Strengthening Democratic Representation"

Motion 6

That Clause 3.2.1 be amended to substitute 11 for 9 and 9 for 7 and subclause (a) should be consequentially amended to substitute 7 for 5 and 9 for 6.

Motion 7

That Clause 1.5.1 of the Constitution be amended by deleting the words “and the Society’s commitment to centring Te Tiriti o Waitangi”.

Motion 8

That Clause 3.2.3 be amended by deleting the words “At least two Board Members shall have expertise in Te Tiriti o Waitangi, te ao Māori, and/or Māori governance” and substituting with “The Board should, as far as practicable, include members with expertise or experience in areas such as accounting, legal matters, internet technologies, te ao Māori, and membership engagement, and should reflect a demographically diverse mix.”

Motion 9

That clause 3.2.4 be deleted.

Motion 10

That Clause 3.2.5 be amended by:

• deleting the words “Subject to clause 3.2.6” and “either a) Co-Chairs with joint responsibility for leading the Board, one of whom must be Māori; or”;
• inserting the words “namely, a Chairperson and Deputy Chairperson appointed by the Board” after “two Board Members”; and
• clause 3.2.6 be deleted.

Motions related to "Fair and Clear Dispute Resolution Framework"

Motion 11

• That Clause 5.1 be amended by deleting the word “tikanga” and substituting the words “Dispute Resolution”.

• That Clause 5.1.1 be amended by deleting the word “tikanga” where it appears and substituting the words “Dispute Resolution”.

Motion 12

That the words “Māori mediator” in Clause 5.7.1(b) be deleted and replaced with the words “nominated mediator”.

Voting requirements for Motion 13

When voting, please note the following motion shall be decided by a simple majority of Eligible Members present and voting at the AGM as per clause 4.1.8 of the Constitution.

Supporting information by Mover

Brynn Neilson Member Motion for 2025 AGM.pdf

Brynn Neilson Member Motion for 2025 AGM.docx

Motion 13

That an email survey be conducted with our members, and an online survey be provided for non members, asking whether purchases of .nz domain names should be restricted to individuals and organisations with a New Zealand presence.

Voting requirements for Motion 14

When voting, please note the following motion is an amendment to the Constitution and requires a resolution passed by two-thirds of Eligible Members present and voting at the AGM as per clause 10.1.3 of the Constitution.

Supporting information by Mover 

Fiona M Mackenzie Member Motion 14 for 2025 AGM.pdf

Fiona M Mackenzie Member Motion 14 for 2025 AGM.docx

Motion 14

That:

a. an additional Clause 1.5.2 be added after Clause 1.5.1 of the constitution, to read:

This Constitution must be interpreted having regard to the principles of institutional neutrality. In exercising its powers the Board will, so far as is practicable and in keeping with the objects of the Society, maintain neutrality on contentious issues. and that

b. definitions of Contentious Issues and Neutrality be added to clause 1.3 in their appropriate alphabetic locations, as follows:

Contentious issue means a political, ideological, religious, moral or cultural issue on which there are substantial differences of opinion or belief that are expressed as significant hostility between communities or groups of New Zealanders, including views on gender identities, sexual preferences, race relations and the role of Te Tiriti, but does not include:

(i) Issues of fact; or

(ii) Issues directly related to the charitable objects of the Society as listed at or in clause 1.4.1.

Neutrality means the eschewing of endorsement, promotion or support of or opposition to perspectives or positions on a contentious issue including avoiding the appearance of any such alignment.

Voting requirements for Motion 15

When voting, please note the following motion shall be decided by a simple majority of Eligible Members present and voting at the AGM as per clause 4.1.8 of the Constitution.

Supporting information by Mover

Fiona M Mackenzie Member Motion 15 for 2025 AGM (pdf)

Fiona M Mackenzie Member Motion 15 for 2025 AGM (docx)

Motion 15

That InternetNZ and the Board in exercising its powers should recognize that it serves New Zealanders of diverse opinions and values, and so far as is practicable and in keeping with the objects of the Society, maintain neutrality on contentious issues of politics, religion or ideology, including on gender identities and the role of Te Tiriti.