A number of changes to the NDF Rules are proposed with the aim of: • modernising language and terminology used • removing or clarifying rules impacted by the 2015 membership changes but not altered at that time • clarifying casual vacancies, and • providing clarity of Board member terms. Proposed rule changes for the National Digital Forum Incorporated In accordance with Sections 14 (‘ALTERATION OF RULES / TE WHAKAREREKĒTANGA TURE’) and 4.5 (‘MEMBERSHIP / HUANGA’) of the Rules of the National Digital Forum Incorporated, the membership is asked whether or not to adopt the following changes to the Rules of the National Digital Forum Incorporated: Change Section 4.2 to read: 4.2 Individual membership shall be open to any natural person who agrees with the objects of the NDF. This change accommodates the membership application process where confirmation of agreement in writing is not required. Change Section 4.3 to read: 4.3 Institutional Membership shall be open to any organisation which agrees with the objects of the NDF. This change accommodates the membership application process where confirmation of agreement in writing is not required. Change Section 5 to read: 5 TERMINATION OF MEMBERSHIP / TE PANANGA O TE MEMA MAI I TE This change alters wording from ‘Expulsion’ to ‘Termination’. The wording change reflects a more friendly organisation. Change Section 5.1 to read: 5.1 A Member’s membership may be terminated or suspended by the Board if: This change alters wording from ‘expelled’ to ‘terminated’. The wording change reflects a more friendly organisation. www.ndf.org.nz Proposed NDF Rule Changes; Page 1 of 3 Change Section 5.13 to read: PROVIDED THAT before terminating any Member’s membership: 5.1.3 The Board shall first notify the Member in writing of the grounds for termination and shall give the Member a reasonable opportunity to be heard; and This change alters wording from ‘expelling ‘ to ‘terminating’.. The wording change reflects a more friendly organisation. Remove Section 7.2 • This rule is removed because the rule is a legacy of former membership rules. Any person that is an employee of a member institution can attend a meeting, but cannot vote, and this is clear in the rules. Remove Section 9.9 • This rule is removed to allow a Board member to serve more than two successive terms. As Board members are now elected as a result of an individual member voting process, membership now has more control over who represents them on the Board and whether a Board member is elected for consecutive terms. • Continuity of the Board experience can be an issue, and removing the restriction on consecutive terms will help with continuity of the Board knowledge. • Removing the consecutive term rule also helps clarify ambiguity over what is deemed as “casual vacancies” (see rule change 9.11) Change Section 9.11 to read: 9.11 The Board will have the power to co-opt Members to fill vacancies on the Board provided that any Board Member so appointed shall hold office until the next Annual General Meeting of Members. This change alters wording from “casual vacancy” to “co-opt”. Co-opt is a welldefined term and more generally understood in this context. Change Section 9.17 to read: 9.17 For the purposes of these Rules the simultaneous linking together by communication technologies of a number of the Board Members not less than the quorum, whether or not any one or more of the Board Members is out of New Zealand, shall be deemed to constitute a Board meeting and all the provisions in these Rules as to Board meetings shall apply to such meetings. This change alters wording from “telephone” to “communication technologies” to acknowledge the types of communication used during Board meetings. www.ndf.org.nz Proposed NDF Rule Changes; Page 2 of 3 Remove Section 9.17.1 • This rule is removed because it relates to use of telephones (see rule change 9.17). Remove Section 9.17.2 • This rule is removed because it relates to use of telephones (see rule change 9.17). Remove Section 9.17.3 • This rule is removed because it relates to use of telephones (see rule change 9.17). Remove Section 9.17.4 • This rule is removed because it relates to use of telephones (see rule change 9.17). Remove Section 9.17.5 • This rule is removed because it relates to use of telephones (see rule change 9.17). Remove Section 9.17.6 • This rule is removed because it relates to use of telephones (see rule change 9.17). Change Section 16.1 to read: 16.1 Any notice required or permitted to be given under these Rules shall be validly given if sent to the last known address of the person as shown in the records of the NDF; and if by electronic means, shall be deemed to have been delivered upon dispatch, or if dispatch occurs after 5PM on a Working Day or on a day which is not a Working Day, then on the beginning of the Working Day following dispatch. Remove Section 16.1.8 • This rule is removed because it relates to use of post and the rules now promote use of electronic means (see rule change 16.1). Remove Section 16.1.9 • The content of this rule has been amalgamated into rule 16.1 (see rule change 16.1). Remove Section 16.1.10 • The content of this rule has been amalgamated into rule 16.1 (see rule change 16.1). Remove Section 17 • Rules removed as they relate specifically to transitional membership during the 2008 formation of the incorporated National Digital Forum. These rules do not apply to any current Board member and are in conflict with the current membership model. www.ndf.org.nz Proposed NDF Rule Changes; Page 3 of 3
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