Board Policy re Committees

Version Approved on 14 February 2012

Creation and Disbandment

1. The Executive Committee exists by virtue of the Articles of Association cl. 49.2, and has as its members the four office-bearers by virtue of cl. 49.1, and the ED if any by virtue of cl. 65.1.

2. The Board may from time to time create and disband such additional Committees and such Task Forces as it considers appropriate to the effective operation of Internet Australia.

Constitution

3. In general, a Committee:

  • is a subsidiary of the Board
  • is intended to perform functions and carry delegations relevant to some aspect or aspects of Internet Australia's operations
  • is created with the intention that it operate for a considerable period of time.

4. In general a Task Force:

  • is a subsidiary of the Board
  • is intended to perform functions and carry delegations relevant to a specific task
  • is created with the intention that it operate for a short and defined period of time.

5. The Board will approve, vary and withdraw Terms of Reference for all Committees and Task Forces, as it considers appropriate to the effective operation of Internet Australia.

6. Terms of Reference for Committees will include defined responsibilities, delegated powers, and limitations on those powers.

Composition

7. All Committees and Task Forces will contain at least one Board-Member, and will generally contain at least two Board-members.

8. Generally, it is envisaged that each Board-Member will serve on 2 Committees.

9. The President and Vice-President will not be appointed to Committees, but have the right to participate in any Committee process.

10. In general, Committees and Task Forces may co-opt other appropriate persons. Those persons may be members or non-members of Internet Australia, but Board approval is required for non-members prior to their co-option.

11. Appointments to Committees will be re-affirmed after each AGM.

Procedural Arrangements

11. In general, each Committee and Task Force may conduct its processes in any reasonable manner, subject to the proviso that all members of the Committee have appropriate opportunities to participate in and contribute to deliberations and decisions, and are kept generally informed of all measures that are to be taken in its name.

12. In general, each Committee and Task Force:

  • will keep the Board generally informed of its activities by informal means such as emails and phone-calls
  • in respect of each significant measure that it intends to take, will provide a sufficiently-detailed written Proposal to the Board, at a sufficiently early stage that the Board can take action to approve, vary or decline the Proposal
  • may submit written financial Proposals to the Board or to the Internet Australia Executive Committee and, if approved, may expend monies within that budget unless revoked by the Board or Internet Australia Executive Committee
  • has the right to expect that the Board will approve formal Proposals by no later than the next available meeting, or will clearly communicate requests for additional information or clarification, required amendments, or the fact that the Proposal is declined

General Delegations

13. Subject to any overriding provisions in the applicable Terms of Reference, each Board Committee and Task Force has the following general powers:

  • (a) the power to form subsidiary organisations (which might be variously styled Committees, Task Forces or Work Groups) to address specific topics within its Terms of Reference
  • (b) the power to co-opt other appropriate persons onto the Committee or Task Force and onto subsidiary organisations. Where the co-optees are non-members of Internet Australia, notice is to be given to the Board prior to their co-option
  • (c) the power to commit Internet Australia to expenditure, but only within the terms of an approved Proposal and Budget as referred to in part 12.

14. Subject to any overriding provisions in the applicable Terms of Reference, each Board Committee and Task Force has the following general responsibilities:

  • (a) the responsibility to perform the functions assigned to it, within the delegations provided to it, and exercising the powers and responsibilities under this Policy and its Terms of Reference
  • (b) responsibility for the Committee's own actions and for the actions of subsidiary organisations, and hence the requirement to exercise control over them, receive reports from them, and report to the Board on their activities
  • (c) the responsibility to provide a report at least 7 days in advance of each Board meeting on:
    • activities of the Committee that have been completed and are in-process
    • the use of delegated powers
    • each specific new Board approval sought, with supporting documentation sufficient to enable proper consideration
  • (d) the responsibility to provide informal notice in advance to the Board of impending actions that may require Board approval or that may require coordination with the Board or other Committees or Task Forces