Council Minutes 07/07/00

MINUTES OF THE GENERAL MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD IN THE PENTHOUSE ROOM, MUSEUM HOTEL, WELLINGTON JULY 7 2000

NOTE:The entire meeting was audio recorded. Taping was stopped for breaks and when the Council discussed matters “in committee”.

Status: Minutes adopted at Council Meeting 28 July 2000

1. WELCOME

Peter Dengate Thrush opened the meeting at 1 pm in his role as retiring Chairman, he welcomed returning councillors and especially newcomers.

2. PRESENT

• Peter Dengate Thrush (Chair), Frank March (Secretary), Keith Davidson (Treasurer), Steven Heath, CouncillorPark, Rick Shera, Aaron Scott, Richard Bourne, Howard Frederick, Simon Blake, Andy Linton, David Zanotti, Jordan Carter, John Hine, Robert Gray, Stephen Judd, Roger de Salis, Sue Leader (Executive Director).

3. IN ATTENDANCE

• Gail Cornell (Executive Assistant), Beverley Irvine (Administration Manager), Patrick O'Brien (CEO Domainz, for the duration of his report).

• Don Stokes, Michael Stevens, Chris Streatfield, John Rumsey

5. APOLOGIES

ABSENT: Deb Struthers, Andrew Mason

LEAVING EARLY: Andy Linton, Howard Frederick, Richard Bourne

00/112 MOVED (Chair/) THAT the Apologies be accepted

CARRIED U

6. MINUTES OF THE PREVIOUS MEETING

Minutes of the meeting of Council held on 26 May were distributed.

00/113 MOVED (Davidson/Bourne) THAT the Minutes be accepted as amended (delete item page ten of the Slide Show; pg 7 all)

CARRIED
Abstention: those not present at last meeting

Executive Director asked that a vote of thanks be recorded for the Secretary taking on preparing the Minutes at the last minute.

7. MATTERS ARISING FROM THE MINUTES

There were no matters arising from the minutes

8. REPORT FROM THE ISOCNZ CHAIR

There was no report from the chair.

9. REPORT FROM THE EXECUTIVE DIRECTOR

The Executive Director spoke to her report.

• Membership is at its highest point ever but is dropping.
• The large number of membership applications came in at the same time as the Executive Director and Executive Assistant were preparing both the Summit and the AGM.
• Executive Director asked that someone to record a vote of thanks to the Executive Assistant for all her work over that period and that the systems were in place to cope with the membership applications.
• There is no provision to establish the legitimacy or otherwise of a membership application.
• Up until now the Council has delegated its authority to approve membership applications to the Executive Director.
• Executive Director explained the process followed by the office when unsubscribes were requested so that the Council was aware of it.

There was discussion about the policy and process of both new memberships and “unscribes”. Cr Park asked if all the new memberships had come before the Council prior to the AGM as specified in the Articles. Chairman replied that they had not. The current practice of the office dealing with this was a legitimate delegation of the responsibilities of Council. Councillors were encouraged to advise the Admin Committee of their thoughts on the matter.

• Online participation worked well. In her report Executive Director asked Councillors to add “listeners”at the end of the - second bullet point:
• 2 registered listeners
• Summit was very successful
• There is a statement from the Communications consultants – it was pointed out that this clearly sets out the concerns about people speaking publicly and outsiders not realising whether the person is speaking on behalf of the Society or not. It is also important to realise that however strongly you point out you are Not speaking for the Society you will be seen to be anyway.
• Thinkquest report presented - the work is very positive and Executive Director asked members to volunteer to help with this.
• Uniforum/ISOCNZ joint conference - call for papers etc now urgent, Executive Director meets with the planning committee tomorrow to finalise theBrochure

The Chair moved that the Council move into Committee to discuss further items in the Executive Director's report. Agreed

The following is a summary of the discussion in committee.

1. Executive Director introduced a “Zero based” budget she had produced to graphically show the impact on the operating of the Society if there were to be no further dividend payments from Domainz. This showed that, taking into account the funds on hand, and the monthly management fee there is little money available after meeting obligations with regard to staff contracts, rent etc over the next few months and there would be a deficit by next March.

   There was discussion about the staff contracts and it was emphasised that staff should not feel that their positions were compromised by the current situation.

   Cr March suggested that further discussion on budgetary matters be held when he presented the Admin Committee report.

2. Internet Industry Disputes Mediation. The Executive Director outlined a situation which had been brought to her where an ISP felt that a Web designer had in fact poached clients by accessing their Domainz Key.

   In the dispute it was noted that Domainz acted properly. Neither party was a signatory to the CoP.

00/114 MOVED (Park/Chair) THAT the Council supports the work of the Executive Director in resolving this issue

CARRIED (Acclamation)

Council moved out of committee.

00/115 MOVED (Chair/) THAT the Executive Director 's report be accepted

CARRIED U

00/116 MOVED (Chair/Bourne) THAT The Executive Assistant be thanked for handling the extra work and hours leading up to the AGM

CARRIED U

00/117 MOVED (March/Hine) THAT the recommendations in the Administration Committee report relating to the Executive Directors 'contract fees' be accepted.

10. REPORT FROM THE CEO OF DOMAINZ

Patrick O'Brien presented a slide report on the issues as he sees them facing Domainz. He invited all Councillors to attend the AGM on Monday night.

His presentation emphasised the “business as usual” theme and contained a plea that the Council should plainly set out to the Domainz board what they required, and for the sake of Domain name holders, staff at Domainz and the industry in general that measured steps be taken in addressing changes to the company. He provided a printed copy for each councillor of the presentation – it was noted that although stamped confidential it was now in the public domain.

Patrick O'Brien spoke to the presentation. He asked for formal communication from the Council. Cr de Salis raised the issue of the appropriateness of the company giving instruction to the shareholder.

00/120 MOVED (De Salis/Heath) THAT the slides being shown by the CEO of Domainz entitled "Impact of Shareholders Changes" are not appropriate and that the CEO be directed to move on to the slides beginning with "Business Activity"

CARRIED

Cr Hine asked how many of the top 10 users were using the e-mail template. Patrick explained that of the 5 largest users most were in various stages of testing or using it.

Cr Shera asked the Executive Director if the ISOCNZ AGM resolutions had been formally relayed to Domainz. She replied that they had not.

Cr Shera then asked if Domainz felt it was not bound by those motions.

The Chair indicated that a Board Member has tabled those for a forthcoming Domainz Board Meeting.

Cr Shera asked if, in light of the motions of the ISOCNZ AGM, Domainz was taking any new initiatives. Patrick replied that the company was carrying on as before.

Cr Shera commented specifically on the issue of using a logo. He intimated that he would not want any new initiatives in this area until after it has been fully canvassed.

Cr Heath confirmed his understanding that Domainz will only maintain it's position and not undertake any new operations.

The Chair then summarised that ISOCNZ Council needs to decide exactly what it requires and have that information clearly put to the Domainz Board to be carried out. He thanked the Domainz CEO for the presentation.

11. COMMITTEE REPORTS:

REPORT FROM THE ADMIN COMMITTEE

See report as circulated. The Chairman of the Admin committee outlined for the benefit of new Council members the function of the Secretary as Chairman of the Administration Committee supervising the Contract of the Executive Director.

Executive Director Contract and 'At Risk' 'contract fees' payment – the at risk portion of the 'contract fees' has been approved for payment by the Chairman of the Admin Committee. He pointed out that the Executive Director's contract is up for renegotiation in August. This was accepted by the Council.

In light of the review procedures for the Honoraria payments to Committee Chairpersons and Office Holder which are now due for the 2^ndquarter of the year, and some of these payments being due to people who are no longer on the Council, it was recommended that these be paid, but that further honoraria be suspended until the budget situation is clarified.

After discussion it was decided that these suspended honoraria be accrued until the budget position is clearer.

The Chair moved that discussion of the recommendation relating to the Executive Dirrector's 'contract fees' be in committee. Agreed

The Executive Director and other staff left the room.

The Chair and Treasurer absented themselves during discussion of the recommendation relating to payment of honoraria. (The secretary remained at the request of the Council to answer questions.)

Council came out of committee.

00/117 MOVED (March/Hine) THAT the recommendations in the Administration Committee report relating to the Executive Directors 'contract fees' be accepted.

CARRIED

00/118 MOVED (Park/Bourne) THAT the motion be amended to read that "all honoraria be suspended but accrue"

CARRIED
For: Blake, Linton, Zanetti, Hine, Judd, Frederick, Bourne, Shera, Park
Against:Heath, Gray, Scott, Carter
Abstention: March, Dengate Thrush, Davidson

00/119 MOVED (Hine/Bourne) THAT honoraria for Chairs and Officers be suspended but shall accrue until restarted by Council.

CARRIED
Against: Gray
Abstention March, Dengate Thrush, Davidson

REPORT FROM THE INTERNATIONAL COMMITTEE

There is no report from the International Committee. Delegates for the Yokohama meeting are the Chair and Executive Director. Taking on board the clear guidance given at the Summit the Delegates are leaving for Japan and the ICANN meeting on Monday night.

There were no reports from other committees.

Andy Linton was called away at this point.

12. ELECTION OF OFFICE HOLDERS

The Chair explained that the constitution provided for the election of Office Holders to be held within one month of the Annual General Meeting. He therefore proposed that that election be now held. He called for nominations for the position of Chair.

1. Roger de Salis (Nominated Gray/ Heath)

2. Peter Dengate Thrush (Nominated Frederick/ Hine)

00/121 MOVED (Chair/) THAT nominations be closed

CARRIED U

Peter Dengate Thrush then vacated the chair in favour of the Secretary.

The Secretary sought leave of the meeting, that each nominee should make a brief statement to the meeting after which the election would be by secret ballot.

There were no objections.

Roger de Salis noted the major changes in the organisation, he stressed the need to actually do something instead of “waffling” along not making any decisions. He explained that he and Peter Dengate Thrush had discussed at length how ISOCNZ council could operate more effectively in directing Domainz and ensuring that what the Council wanted done was actually done. He commented that he had restrictions on the amount of time he had available to spend in the organisation because of his business commitments. He stated that he wanted to be elected to the Domainz Board and therefore did not have the time to be effective as the Chair of ISOCNZ. However, since he had made undertakings to various Council Members he would stand for election and if elected would carry out those undertakings to the best of his ability. However, although this was to be a secret ballot,  he indicated his intention of voting for Peter Dengate Thrush.

The Chair clarified that there is no restriction on a person holding a position on both the Domainz Board and as an Office Holder in ISOCNZ.

Roger explained that if he was elected to the Board of Domainz he would serve a full term. He explained that he has a real desire to drive the change at Domainz and he believes there is now a chance to effect that change.

It was only for the sake of consistency that he has stood and not withdrawn his nomination.

Peter Dengate Thrush agreed with Roger how difficult it has been to influence the Domainz Board. He sees the AGM vote of no confidence as the factor which now effects the biggest change. What the members want is plain. Officers must carry out the wishes of the members.

He notes that the Council has guardianship of .nz and must protect it but there must be a broader focus. He does not wish to be on the Domainz board, and sees the role of the Chairman as relating the wishes of the Council to the Board Members.

Election scrutineers: Gail Cornell, Chris Streatfield, Michael Stephens

Results declared:

00/125 MOVED (Chair) THAT Peter Dengate Thrush be appointed Chair

CARRIED (Acclamation)

Dengate Thrush resumes the Chair

00/126 MOVED (March/Davidson) THAT the ballot papers be destroyed

CARRIED U

Nominations for Treasurer:

Keith Davidson (Nominated Cr March/ Park)

00/122 MOVED (Chair/) THAT nominations be closed

CARRIED U

The Chair declared Keith Davidson elected as Treasurer - ACCLAMATION

Nominations for Secretary:

Frank March (Nominated Frederick/ Hine)

Before indicating his willingness to accept nomination Frank March asked to address the meeting. He emphasised that the role of Secretary is not “Secretarial” but actually as the Chairman of the Administration Committee he is more a supervisor of the Executive Director's contract and advisor to her. He explained that he felt that he is seen as representative of Government and that there needs to be other industry sectors represented. He does not see it as necessary to have Government represented at this level. His problem arises with the Motions from the AGM relating to separation of the role of Domainz as Registry / Registrar. He sees a severe conflict of interest between his role in the Government and at ISOCNZ if these issues are not thought through. The particular conflict of interest which could arise is if the Government is forced to take action to protect the registry and in particular to ensure the open competitive un-capturable nature of the registry. If this council implements decisions of the AGM against advice which may be received of what open competition involves, he may have to resign.

Other nominations were called for – there were none.

00/123 MOVED (Chair) THAT nominations be closed

CARRIED U

Cr de Salis noted that by not nominating anyone else for the position the Council in effect accepts that it will not put Cr March into the position of having to choose to act contrary to his statement.

Cr March then accepted nomination.

00/124 MOVED (Chair) THAT Frank March be appointed Secretary of ISOCNZ

CARRIED
Abstention: March, Scott

The Chairman had pleasure in declaring Frank March elected Secretary of ISOCNZ. (ACCLAMATION)

13. TREASURER'S REPORT

The Report from the Treasurer was placed before the meeting. This was for the period April and May 2000.

Profit and Loss April through May 2000.

Balance Sheet as of May 31, 2000.

He noted the elevated nature of the membership fees.It was noted the figures covered a two month period.

It was noted that the membership figures did not in fact include the majority of the new memberships.

The assets represented by Domainz shows in the Balance Sheet as Investments ($1000).

00/127 MOVED (Davidson/Heath) THAT the Treasurer's report be accepted

CARRIED U

Howard Frederick left the meeting at this point .

14. REVIEW OF RELATIONSHIP WITH DOMAINZ

Current Status:

Review of Board Composition and Membership

2 Directors have resigned
1 Retired in March
1 Retires next March
Cr de Salis noted that the AGM voted “No Confidence” in the Board and he expressed deep disappointment that ALL Directors did not then resign

The Secretary took the chair.

00/128 MOVED (Hine/Carter) THAT the Council accept the resignations which have been tendered.

CARRIED
Abstention: Dengate Thrush

Dengate Thrush leaves the chair which is assumed by March

There was discussion about being able to re-elect those Directors who have resigned.

Cr Gray said that he had no problem with a complete new board being elected and cited business takeovers etc.

00/129 MOVED (Scott/De Salis) THAT in the light of the "no confidence" motion by the membership at the AGM, this Council has no confidence in the remaining Board

Cr Park asked the Council to be clear about the outcome required.Cr Hine asked if anyone has raised with Domainz issues which could be seen to be worthy of sacking a Board. He feels a need for the Council to document those issues which need to be raised.

Cr Davidson noted that the Council should “roll” the Board if that is what it wanted but the “no Confidence” motion was only being “seen to do something”. It did not in effect take any action.

Cr de Salis said that Domainz Board is not listening to ISOCNZ and the time for action has arisen.

Cr Gray stated that he felt that it was time that the current Board members be advised by letter that they were dismissed forthwith.

Cr Heath said that it was not in the Council interest to look for “blood on the floor” but cleanly dismiss the current Board and action should be taken now.

Sue Leader noted the public perception of what is happening and suggests that public confidence in the .nz must be maintained.

Cr Heath indicated that he felt strongly that Domainz was not acknowledging the depth of feeling and legitimate interest of the members of ISOCNZ and this was intolerable and the Directors must now be dismissed.

Cr de Salis sees this matter as showing the complete break down in communication between Domainz and ISOCNZ. He believes it is imperative to act now so as not to be seen as weak.

Cr Shera said that he had spoken to David Quigg, an external director of Domainz, and David was happy to resign if that was the will of this Council.

Cr Blake noted that if there was disquiet with the nameholders then the council needs to act quickly to stabilise the industry.

Cr Park asked Members of Council to consider what good would come of voting more censure when that only makes the Council look bad.By all means roll the Board, but do it cleanly.Cr de Salis agreed but said that it must be done decisively and quickly.

Cr Scott stated that he would not withdraw the motion because he believed that Domainz was belittling the Society membership by not accepting the actions of the AGM in voting no confidence in the Board.

The motion was put.

LOST
For: Scott, De Salis, Carter, Gray, Heath
Against: Bourne, Shera, Park, Davidson, Blake, Hine, Judd, March
Abstention: Dengate Thrush, Zanetti

00/130 MOVED (Gray/Heath) THAT the remaining Domainz Board members be removed immediately under 15.3.2 of the Domainz Constitution

Bourne expressed his concern that there should be no legal come back against the Council over these matters.

Shera pointed out that as shareholder the Council is quite within its rights to take this action. The Board acknowledges that it is a Caretaker Board and as such recognises that it may be asked to leave at any time.

Cr Heath asked if the Domainz company can operate without a board. There was a general discussion at this point about the need to have an orderly transfer of authority and when this should take place. Previously it has been the habit to invite self nominations from members. If Council takes immediate action it may exclude potentially good Directors. It was suggested that an interim/transition Board be elected for 3 months while elections are held.

The motion was put and

CARRIED
Against: March
Abstention: Dengate Thrush, Zanetti

The Chair then proposed that the Council set in place a procedure to appoint the interim board. The numbers and composition of the Board is entirely at the discretion of the Council. Cr Shera suggested that a discussion and consensus should be the preferred method of appointment rather than secret ballot.

00/131 MOVED (Shera/Blake) THAT the Council appoint a Board of up to 5 interim Directors to be reviewed on October 31 2000 or when a new election takes place, whichever is the earlier.

CARRIED
Abstention: Dengate Thrush, Zanetti

There was some discussion about possible members of the Board.Crs Shera and Hine declined nomination because of their involvement with the SRS Working Group. It was noted that James Scott had been asked if he was willing to be renominated to the Board.

NOMINATIONS FOR INTERIM DOMAINZ BOARD

00/132 MOVED (De Salis) Point of Order - Taping: - to discuss candidate list

00/133 MOVED (Chair) THAT the nominees Keith Davidson, Roger De Salis, Bob Gray, and James Scott be appointed as interim Directors of the Board of Domainz

CARRIED
Abstention: March

Cr Dengate Thrush resumed the chair.

The Executive Director asked who is to write the letter to the Board Members. This was agreed to be the responsibility of the Chair.

It was agreed that the AGM of Domainz (Monday 10 July) should proceed before the removal notices are served on the Directors so that an orderly meeting can take place and the transition to the Interim Board is carried out in a measured and dignified way. As a courtesy it is felt that the existing board members should be advised of the Council intentions as soon as practicable and that they should be removed from Tuesday 11 July 2000.

00/134 MOVED (Chair) THAT leave be granted to recommit motion 00/130

CARRIED U

00/135 MOVED (Chair) THAT the word immediately be removed and the words "effective Tuesday July 11 2000" be substituted.

The Motions then reads " THAT the remaining Domainz Board members be removed under 15.3.2 of the Domainz Constitution effective Tuesday July 11 2000"

CARRIED
Abstention: March, Dengate Thrush, Zanetti

Chair is to write and will also phone the remaining Directors after the Council Meeting finishes to ensure they are informed immediately

Richard Bourne left at this point.(4.50pm)

The Chair advised that Mark Harris, the current shareholder representative, felt it was a role for a council member and therefore has resigned.

There was some discussion as to who should be the shareholder representative. It was noted that under normal circumstances it would be suitable for the Chair to act in this capacity but that as he has just stood down as a Director someone else should do it.

00/136 MOVED (Chair/) THAT Steven Heath be named the Shareholder's Representative for the duration of the Interim Domainz Board

CARRIED

Cr Hine suggested that the representative be appointed for the same term as the interim board. It is necessary for the Representative to attend the Domainz AGM and be aware of the legal obligations of a shareholder at an AGM.

The problem of Domainz entering into contractual agreements contrary to the intention of the ISOCNZ Council (and the SRS workgroup) was raised. Cr de Salis spoke of the difficulty in getting Domainz to act in ways the Council requires. Until we know if or what those contracts are no action can be taken. Therefore it is suggested that some questions are given to the new Board to bring back answers to the next Council meeting.

15. DRS REVIEW

Cr Hine suggested that Domainz should undertake to obtain the DRS review:

00/137 MOVED (Hine/Heath) THAT the Council request the Domainz Board to commission a 3^rd party report on the DRS implementation in its entirety in accordance with AGM motion 31.

CARRIED U

16. DOMAINZ RELATIONSHIP

With the new Board in Place, questions put by the Council to the Domainz Board should now be required to be answered.

00/138 MOVED (Judd/Gray) THAT the Council moves that the following questions be put to the Domainz Board after Tuesday 11 July:

• Characterise the CEO's relationship with the Company
• Explain any of the Company's commitments to the defamation action

CARRIED
Abstention: Park.

17. ISSUES ARISING FROM AGM MOTIONS

There was discussion about the motions but after clarification it was decided there were no issues arising.

18. DOMAINZ AGM

Cr Davidson asked for some time to consider the Domainz annual accounts and asked that the Shareholder Representative should check the list tonight to see if there are any issues to be raised.

Cr de Salis noted that it is very important to keep in mind the issue of continuity on the Board of Domainz.

Cr Scott asked if the Interim Board Members had the power to sign the solvency certificate. It was established that they do have this power.

19. WORKING GROUPS

Most of these can be set up online. However the “0867” group needs a new leader as Don Stokes is no longer on the Council. There was some discussion as to whether he would be prepared to continue in this role. He was an observer to this meeting and intimated he would not, however if he was co-opted to the Board he might reconsider.

20. SRS WORKING GROUP

Cr Hine is getting the on line discussions going again with an emphasis on trying to broaden the base of participation.

Next consultations close on 15 August with draft by 1 September.There will then be 2 weeks to comment and the report due on 21 September in time for the September Council Meeting.

Subject to budget of $5000 being available the Group hopes to be able to obtain the advice it requires. The Chair suggested that it would be useful to seek more consultation in other centres, but Cr Hine commented that this is difficult on the Working Groups time and does not seem to elicit any new participants.

Cr Park left the meeting at 5.25pm.

The Chair expressed the desire that the Group understand that the rest of the Council is supporting their efforts.

Sue Leader noted that she had already received a CV and application for the Project Leader position.

The Chair asked the remaining Councillors if they wanted to continue on with the agenda or discuss the remaining issues on line.

There was discussion about the preparation of a strategic plan and then a business plan. This will be discussed further at the next council meeting.

There was discussion on the timing of meetings for the rest of the year. The issue will be further discussed. Councillor Scott raised the issue of electronic or video meetings. Sue Leader commented that issues that can take weeks to resolve on the lists can be resolved quickly face to face.

There was a discussion about the interests that individuals have and where they can best serve on the various committees.

Transparency of the activities of Council was discussed and further work on the issue of information coming in from members and coming out of council is needed.

Cr Hine left at 5.35 pm.

Cr de Salis spoke for the ethics committee and the problem of the overflow of emails. Sue Leader raised the fact that every time the volume of emails goes up we get more members unsubscribing. Keep it short. Remember that most users are not sophisticated users of filters etc.Cr Scott requested that discussion should not be stifled.S ue commented that the problem is with the “me too” type messages.

The Chair suggested that with Cr Park not present, the Ethics committee discussion should be deferred.

At 5.40pm the Chair closed the meeting with thanks to all who had participated.

© 2000 The Internet Society of New Zealand
Last updated 13 July 2000