Council Minutes 22/09/00

MINUTES OF THE GENERAL MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD AT THE MUSEUM HOTEL ON FRIDAY 22 SEPTEMBER 2000

Note - for links to papers etc, see the Agenda.

Status: Minutes adopted at Council Meeting 001026

1. WELCOME

Peter Dengate Thrush opened the meeting at 1.20pm and welcomed those present

2. PRESENT

• Peter Dengate Thrush (Chair), Keith Davidson (Treasurer), Simon Blake, Richard Bourne, Howard Frederick, Bob Gray, Steven Heath, Jean Park, Arron Scott, Rick Shera, David Zanetti, Sue Leader (Executive Director).

IN ATTENDANCE:

• Beverley Irvine (Administration Manager), Tiopira Hape (to present a report)

4. OBSERVERS

• P. Harpham (Apology for lateness), Chris Streatfield, Michael Stevens, John Rumsey

5. APOLOGIES

• Absence: Frank March (Secretary), Jordan Carter, John Hine, Andrew Mason, Jennifer Northover
• [Amended at Council Meeting 001026 Cr Linton advised that he had sent an apology to the meeting.]
• Lateness: Peter Dengate Thrush, Richard Bourne
• Early departure:

00/178 MOVED: (Chair/) That the apologies be accepted.

CARRIED U

6. MINUTES OF THE PREVIOUS MEETING

00/179 MOVED: (Chair/) That the minutes of the Council Meeting held on 24 August 2000 be signed as a true and correct record.

CARRIED U

7. MATTERS ARISING FROM THE MINUTES

Cr Park raised that in her comments on Item 14c (The Executive Director’s report) she actually said "that a case could be taken the Human Rights Commission on the grounds of Sexual Harassment".

Cr Frederick raised that Auckland Councilors having to leave early to catch the last plane to Auckland meant that their voice was not heard in the discussion which took place later in the meeting. There was discussion about the timing of meetings. Executive Director pointed out that she had asked for comment on the timing of meetings and no one specifically wanted the late on Thursday meetings. Cr Davidson suggested that 2 monthly meetings were sufficient.

Cr Bourne arrived at 1.30pm

Cr Gray advised that because Domainz business reports were generally not available until the 20^th of the month, it would be easier to provide a report to Council if the meeting was to be held later in the month (say after 23^rd).

The Chair reported that he had sent a letter to A Brown as instructed at the last meeting. Executive Director advised that she had advised Mr Brown that his suspension was lifted and he should re-apply to join the lists. Cr Park suggested it would be more appropriate that he be advised to resubscribe rather than reapply. The Executive Director confirmed that the wording was resubscribe in the normal manner or send an email to the list administrator who would resubscribe him. Cr Park asked if the constitution Working Group was looking at this matter. The Chair replied that it was and that there is a policy document which should be located and published on the website.

A discussion took place on existing policy documents for procedural issues and the Chair stated that he had one. The Executive Director requested a copy and the Chair indicated that David Farrar had provided him with one which might not be in electronic format.

The previously circulated results of E-votes EV010900 – EV030900 were tabled.

It was noted that Cr Linton voted late, and whether his vote should be included was discussed. MEP is hoping to look at evoting issues.

00/180 MOVED: (Chair/Gray) THAT the MEP should look at the procedures for evoting.

CARRIED U

00/181 MOVED: (Chair/ ) THAT E-votes EV010900 – EV030900 be recorded into the Minutes.

CARRIED U

8. REPORT FROM EXECUTIVE DIRECTOR

The Executive Director presented her report the draft budget for the year 1 April 2000 to 31 March 2001. The Executive Director emphasized that this was a draft discussion document on the Budget and Councilors were asked not to discuss individual staff salaries so that the meeting did not need to go into committee.

The thinking behind the discussion document was:

• The Dividend of approximately $275,000 was received from Domainz last week
• The Domainz Board had made it very clear that this was all that would be forthcoming
• The situation is there are likely significant changes to the structure of Domainz in the Registry/Registrar split and therefore we simply don't know the income stream potential
• Therefore the discussion document is based on the idea that the dividend received and the current management fee is it. We do have a small reserve of $48,000 but the Executive Director does not wish to break into it
• At the October Meeting the Executive Director will present two choices for moving forward couple with a narrative Business Plan

1. Not to spend all the know income on the grounds that we have no idea of the income we will have next year, if any
2. To spend all the current income, keeping only the reserve

The thinking is based on the idea that since we don't know what we face it is important to be as prudent as possible.

To read the discussion draft:

1. First column of figures is Minimum Funding plan (referred to as the zero-based budget) on which the Society is currently operating
2. Next is Year to Date Expenditure
3. Next is the 'quasi-approved' Budget from the AGM which requires narrative Business Plan substantiation
4. Proposed discussion figures which spend all the money
5. The difference from the AGM figures and what had to be cut.

The Executive Director then took the Council through the draft line item by line item.

Discussion

Cr Gray emphasised on several occasions that what was required was in fact a detailed business plan, however it was pointed out that this budget is in fact more in the nature of how the funds already received for the year will be spent as there is a very limited income stream undetermined (i.e. membership subscriptions) which allow for discretion.

Executive Director noted that she intended to have a final budget available at the October meeting.

ACTION: Executive Director to have final budget available at the October meeting

Councilors raised to the following issues:

• Why was the decision made not to move premises?
• There did not appear to be provision made for the cost of the DRS and SRS project consultants
• It is disappointing that this represents a Society with no objectives or plans for the future
• There is a need to focus on what the AGM indicated it wanted and specifically on the Internet Community in New Zealand, not overseas
• It is critical that ISOCNZ be represented in the international fora – even if by only one person
• Is it appropriate for Domain funds (i.e. the Dividend) to be used for anything other than .nz issues?
• Need to list what the members told us to do at AGM and what we think it will cost, what we have to do in relation to the office, and what we cannot do given the current income - that this then needs to go back to the members with the figures to decide if what they wanted at the time is still the priority with changed circumstances, e.g., DRS Implementation Review

Cr Scott suggested that a budget should not in fact be prepared by the Executive Director but by the Council for the Executive Director to implement.

Clarity and priorities in what the Society need to do are required, including implementing the AGM resolutions, but consulting back to the membership when the implications of those resolutions become obvious.

00/182 MOVED: (Chair/)THAT a subcommittee of Crs Gray, Frederick, Heath and Davidson be convened to discuss the draft budget document and report on implementation of financial objectives of the AGM resolutions

CARRIED U

ACTION: A subcommittee of Crs Gray, Frederick, Heath and Davidson be convened to discuss the draft budget document and report on implementation of financial objectives of the AGM resolutions

Executive Director introduced Tiopira Hape who presented a status report on "Maori Diaspora Research Project"

Completion of the Project

00/183 MOVED: (Frederick/Park)THAT the Council accept that the requirements of the current research project have been met and accept the report with thanks

CARRIED
For: Blake, Frederick, Heath, Shera, Davidson, Bourne, Park, Dengate Thrush
Against: Nil
Abstentions: Scott, Zanetti

Involvement of the Markle Foundation is advocated. Cr Frederick noted the connections with the "Digital Divide Road Show".

Digital Divide working group – it was noted by Councilors that inviting a member from a specific racial group was probably inappropriate, but that a person representing the interests of that group should be asked to join the working group.

The Chair thanked Tiopira for attending and presenting the report.

00/184 MOVED: (Frederick/Chair) THAT other recommendations be put out for discussion in electronic session and an e-vote.

CARRIED U

ACTION: other recommendations be put out for discussion in electronic session and an e-vote.

3.25pmA 15 minute break was taken for refreshments

9. REPORT FROM THE TREASURER

The Treasurer presented his report ( Balance Sheet and Profit & Loss )

He noted that there were no Balance Sheet items that need explanation.

00/185 MOVED: (Davidson/Shera)THAT the Treasurer’s report be received.

CARRIED U

Cr Gray, as Chairman of the Domainz Board of Directors, presented an informal report, as the Board Meeting was only held that morning.

He noted that registrations continue and have in fact grown in number. The User Acceptance Certificate has not yet been signed because of the "Bug List". The Board is close to appointing an interim CEO – will probably be announced in the coming week.

Cr Davidson reported that there is a YTD Profit of $1 073 000, and a stable revenue stream.

The tenure of the current interim Board Members expires at the end of October. There was discussion that the Board should comprise 5 rather than 4 members and that the existing board should remain until the presentation of the SRS report.

00/186 MOVED: (Gray/Davidson)THAT the requirements of reappointments of directors of Domainz be taken to electronic meeting.

CARRIED U

ACTION: the requirements of reappointments of directors of Domainz be taken to electronic meeting

00/187 MOVED: (Gray/Davidson)THAT this Council recommends that the number of Board Members for Domainz be increased to 5

CARRIED U

ACTION: The number of Board Members for Domainz be increased to 5

00/188 MOVED: (Davidson/Shera)THAT the Treasurer’s report be received.

CARRIED U

[Amended at Council Meeting 001026 - Cr Hine noted that it appeared that Motion 00/188 was a duplicate of 00/185 – this was accepted as a typographical error - the Treasurer was speaking in relation to Domainz financials in 00/188]

10. REPORT FROM DOMAINZ BOARD

00/189 MOVED: (Chair/)THAT the report be received and the Board members thanked for their work.

CARRIED U

[AMENDED AT COUNCIL MEETING 001026 Cr Gray asked that the Minutes be amended to show that he left after item 10 (Report from Domainz Board).]

11. REPORT FROM THE ADMINISTRATION COMMITTEE

A written report was received from the Chair of the Administration Committee.

00/190 MOVED: (Chair/)THAT the Admin Committee report be adopted

CARRIED U

12. SRS Working Group Report

There was no written report

Report on the appointment of SRS project manager

Executive Director reported that she had asked for input and until noon today had had no replies, since then had received one.

There will be a report to members on the list that the process is started

00/191 MOVED:(Chair)THAT the report be received

CARRIED U

[Amended at Council Meeting 001026 - Cr Hine asked that it be clarified that Motion 00/191 refers to the report on the appointment of the SRS Project Manager, and not on SRS Working Group Report itself.]

ACTION: A report to members on the list that the process is started

13. Constitutional Review Working Group

(Convenor Chris Streatfield) – Approval of TOR

Chris Streatfield spoke to his report and asked the Council to provide a budget of $1000. A Website is to be set up.

00/192 MOVED:(Chair/)THAT the report be received and the working group thanked for their work.

CARRIED U

14. Formation of ISOC Chapter

The report compiled by Jenny Shearer was received.

Under the heading "Resourcing Needs" it was noted:

Administrative support requested could be offered as:

• A link from the ISOCNZ website to the ISOC Chapter site

But other requests were not agreed to.

00/193 MOVED:(Chair)THAT the report be received.

CARRIED U

15. Report on Formation of IAG Electoral college and appointment of Councilor

Executive Director spoke advising Council that Grant Forsyth from Clear Communications was hosting a meeting next week. There was discussion that Corporates should be encouraged to join the Society as members.

16. Other working groups and committees

Impact Committee

Cr Frederick spoke to the report "How to Bridge the Digital Divide: The Internet in Small New Zealand Cities".

Councilors discussed the difficulty with current budgetary restraints and there was a suggestion of looking for a sponsor.

00/194 MOVED:(Chair)THAT the report be received and approved in principal and referred back to the Impact Committee for further discussion

CARRIED
For: Blake, Bourne, Davidson, Dengate Thrush, Frederick, Park, Shera, Zanetti
Against: Heath
Abstention: Scott

Methods of Electronic Participation

Cr Bourne spoke to his report. He suggested the next thing to investigate is video-ing meetings and asks for comments and suggestions from Councilors about this.

ACTION: investigate video-ing meetings

00/195 MOVED:(Chair)THAT the report be received.

CARRIED U

Open Relay

No report

Legal and Regulatory affairs

Draft terms of reference for working group looking at electronic privacy issues/email tapping

17. REPORT FROM ISOCNZ CHAIR

The Chair expressed concern about the functioning of committees. He noted that the new Council has not picked up the workload from the old Council, there does not appear to be very much work being undertaken, particularly by the technical committees.

To progress the implementing of the AGM resolutions the Chair has appointed individual Councilors to steer these:

• Cr Zanetti – Communication
• Cr Scott – DRS review

The Chair does not accept that we should not move the office to better premises, but it is important to identify our needs.

The Chair recommends the co-opting of Mark Harris, as the highest polling nominee not appointed at the AGM, to the Council in place of Cr Struthers who has resigned.

There has been very little interest in the issue of a company registering and using isocnz.co.nz – what comment there is, is opposed. It does not appear to be having any impact on ISOCNZ.

Registrations for NetForum 2000, the combined UniForum and ISOCNZ conference have been low. The conference is due to be held in Hamilton from 4 – 7 October.

The Chair believes there is a need to move on re-branding. Budget is needed for the exercise with an aim to be completed probably by AGM 2002.

In the Managing of the Registry/Registrar split there is a need to protect the interest of the shareholder. Probably we should seek outside expertise and advice.

The presentation of the Laptop Computer to Jim Higgins, as decided earlier in the year, will be made on Friday 29 September at the farewell function for Patrick O’Brien.

The Chair moved that his report be received.

Cr Davidson asked if we should be getting a valuation of Domainz. There was discussion about who should pay – ISOCNZ or Domainz.

00/196 MOVED:(Chair/Frederick)THAT Mark Harris be co-opted to serve as a Councilor for the rest of the term of this Council.

CARRIED
For: Frederick, Scott, Shera, Davidson, Bourne, Park, Dengate Thrush
Against: Heath, Blake
Abstention: Zanetti

[Amended at Council Meeting 001026 - Executive Director noted that Motion 00/196 contained a process error and an E-vote has been incorporated as an addendum ]

ADDENDUM 16/10/00:

As not all Councilors were present at the meeting, and in order to comply with the Articles:

"6.7.4 All Council Members co-opted by the Council shall have obtained the affirmative vote of at least three-quarters of the Council Members then in office."

an electronic vote was held amongst the Councilors not present at the meeting. The results were:

In favor: De Salis, Northover, Linton, Mason, Carter, March, Hine
Opposed: Gray
Abstentions: None

Final result (75% - 13.5):

For (14): Frederick, Scott, Shera, Davidson, Bourne, Park, Dengate Thrush, De Salis, Northover, Linton, Mason, Carter, March, Hine
Against (3): Heath, Blake, Gray
Abstention (1): Zanetti
CARRIED

00/197 MOVED:(Chair/Zanetti)THAT no action be taken with regard to the registration of Domain Name isocnz.co.nz.

CARRIED U

00/198 MOVED:(Chair/?)THAT a working group comprising the Chair, the Executive Director, and Crs Frederick and Heath be set up to meet with Morel and Co with a view to exploring how to protect the members’ asset before during and after the Registry/Registrar split

CARRIED
For: Frederick, Scott, Davidson, Bourne, Park, Heath, Dengate Thrush
Against: Zanetti, Blake, Shera

ACTION: a working group comprising the Chair, the Executive Director, and Crs Frederick and Heath be set up to meet with Morel and Co

00/199 MOVED:(Chair/)THAT the Administration Committee be charged with developing a strategy for re-branding ISOCNZ, the first step being consultation with members

CARRIED U

ACTION: the Administration Committee to develop a strategy for re-branding ISOCNZ, the first step being consultation with members

At this point Cr Park and Gray left, which reduced the numbers present to less than a quorum.

The meeting therefore closed at 5.25pm.

Next Council Meeting date – Thursday 26 October 22, 1600-2100

Note - for links to papers etc, see the Agenda.

©2000 The Internet Society of New Zealand
Last updated October 16 2000