Council Minutes 24/11/00

MINUTES OF THE GENERAL MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD AT MUSEUM HOTEL DE WHEELS ON FRIDAY 24 NOVEMBER 2000

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

Status: Minutes adopted at Council Meeting 010223

1. WELCOME

Peter Dengate Thrush opened the meeting at 1.17pm and welcomed those present. He regretfully announced the resignation he had received from Cr Arron Scott from both Council and the Society.

2. PRESENT

• Peter Dengate Thrush (Chair), Frank March (Secretary), Keith Davidson (Treasurer), Richard Bourne, Jordan Carter, Howard Frederick, Steven Heath, John Hine, Jennifer Northover, Rick Shera, David Zanetti, Sue Leader (Executive Director).

3. IN ATTENDANCE:

• Beverley Irvine (Administration Manager),

4. OBSERVERS

• Karaitiana Taiuru, Tiopira Rauna, Perce Harpham

5. APOLOGIES

• Absence: Jean Park, Bob Gray, Mark Harris
• Lateness: Roger De Salis, Andrew Mason

00/221 MOVED: (Chair) That the apologies be accepted.

CARRIED U

6. MINUTES OF THE PREVIOUS MEETING

00/222 MOVED: (Chair) That the Minutes of the Council Meeting held on Friday 26 October 2000 be signed as a true and correct record.

CARRIED
Abstentions: Zanetti, Northover

7. MATTERS ARISING FROM THE MINUTES

ACTION: Executive Director to formulate an e-voting form and link Tiopira Rauna’s report to the paper on the website

ACTION: Treasurer to advise on the policy when dealing with the IRD about the upcoming Tax Audit

ACTION: Executive Director’s ThinkQuest presentation to be deferred to the first Council meeting of the new year.

CHAIR:

• There has been no further action from the IAG – the Chair invited all councilors with a "Corporate" interest to discuss progressing the IAG with him
• There has been no further action from the SRS Implementation Oversight Committee.
• Associate membership of ISOC was not discussed at the Los Angeles ICANN meetings – further discussions will now take place about our status.

TREASURER:

• There has been no further contact from the IRD about the tax audit.

CR HINE:

• There had been no further comment on the SRS Draft report so that report now becomes the final report of the SRS Working Group.

8. REPORT FROM ISOCNZ CHAIR

The Chair orally reported to the Council.

a. Resignation of Cr Scott – appointment of replacement councilor:
There was discussion covering the needs and means of replacing Cr Scott.

00/223 MOVED: (Chair) That the Council receives the resignation of Cr Scott with regret and passes a vote of thanks to him for his contribution to the Society.

CARRIED U

00/224 MOVED: (Chair) That Cr Scott not be replaced for the remaining term of the existing Council

CARRIED
For: Bourne, Hine, Mason, Heath, Carter, Shera, Dengate Thrush, Zanetti
Against: Frederick, Northover
Abstentions: March, Davidson

1.40pm Cr Mason arrives

b. International Affairs – report separately.

8. REPORT FROM EXECUTIVE DIRECTOR

The Executive Director presented her report.

00/225 MOVED: (Chair/Northover) That The Executive Director’s report be adopted

CARRIED U

9. REPORT FROM THE TREASURER

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

Cr Northover asked that future reports include full year budget figures.

The Treasurer agreed and noted that the Budget figures are the Budget which was presented to the AGM not the current zero-based budget, and lacked the extra expenditure set at the AGM

00/226 MOVED: (Treasurer/Mason) That the Treasurer’s Report be received

CARRIED U

A break in the audio recording was taken to make the audio files smaller

Revised budget and business plan

The Working Group looking at the revised budget and business plan has not met. Executive Director reported that she had met with Cr Gray and provided updated figures for YTD and commitments to March 2000 but there was no resolution.

• Further discussion took place on how to meet the extra AGM funding requirements. The Domainz Directors present indicated that Domainz would consider funding the independent review of the DRS if the Council provided clear Terms of Reference, Timetable and Budget for the next Board meeting on Friday December 1
• All Committee Chairs and Working Group Conveners' to provide Executive Director with funding requirements by Wednesday November 29.
• RESOLVED:Business Plan Working Group to meet to finalize budget requirements for DRS Review and SRS Implementation – Working Group Chairs to submit requirements to Executive Director by next Wednesday (29 November)

ACTION: Budget and Business Plan Working Group to meet by Wednesday 29 November to settle Budget

ACTION: Committee Chairs and Working Group Conveners to supply Executive Director with Funding Request by Wednesday 29 November

ACTION: Executive Director to forward output of Business Plan and Budget Working Group meeting to Domainz Board meeting on Friday December 1

• After discussion it was agreed that a Strategic Planning day/s needs to take place in late January early February 2001.

ACTION: Admin Committee : arrange Strategic Planning Day/s for late January or early February 2001

10. REPORT FROM THE ADMIN COMMITTEE

The Chair presented his published report

Review of Office Holder Performance

There has been no progress and no paper tabled.

2.20pm Cr De Salis arrives

Web Site

In the absence of Cr Harris the Executive Director circulated a report on the proposed outline of the structure of the new website. She reported that the new development was running to timetable. Cr Harris was putting up on the current website the proposed new site - Executive Director pointed out that this was only to review the structure – the graphics were place holders only. The council was required to confirm this meets the contractor’s "Milestone" for conceptual design so that a further payment can be authorized to the contractor.

Councilors are requested to e-vote on the issue, all votes to be cast by midday on Monday (27 November).

Moderation of the .govt domain (formal approval of change)

To implement the change a letter is required from within the Moderators group requesting the transfer and asking for approval of the appointment. This has been received from both parties (GOVIS and SSC).

It was pointed out that this should not be a function of the admin committee but is a policy matter, a more formal process needs to be set up fairly soon – perhaps responsibility should lie within the ccTLD Manager’s office.

00/227 MOVED: (Chair/Northover)That the transfer of Moderator of .govt be approved

CARRIED U

ACTION: Executive Director notify SSC, GOVIS and Domainz of approval of change to .govt moderator to SSC

Joint conference with UniForum (NetForum 2001)

The Secretary circulated a paper prepared by the Administration Manager setting out the requirements to make any further joint conferences more useful to the ISOCNZ memberships. There was discussion and the matter was adjourned to later in the meeting when a definitive decision would be made so that the Executive Director could attend the UniForum Board meeting on November 28 at which the detailed planning was to be undertaken, and take the wishes of council to that meeting.

Processing of applications for .bank.nz and . maori.nz

There has been a application for .bank.nz for some weeks. The application for .maori.nz has not been submitted yet..

There is an existing Policy Framework for the creation of new 2LDs but there is a need to establish a process for the approval of names. It should not lie within the Admin Committee

Office Accommodation – found within budget

00/228 MOVED: (Chair/Northover) That the Admin Committee’s report be adopted

CARRIED U

ACTION: Crs Heath (Convenor), and Hine to create a process for dealing with new 2LD applications based on the existing framework.

ACTION: Council meeting cycle to be added to Strategic planning session

00/229 MOVED: (Chair/Northover)That the Council congratulates the Admin Committee and Staff for their work in finding new office accommodation

CARRIED U

11. CONSTITUTION REVIEW WORKING GROUP

There was no report

12. REPORT ON IAG ELECTORAL COLLEGE AND APPOINTMENT OF COUNCILOR.

There has been no further action on this issue and no report was presented.

13. EXTENSION OF TENURE OF DOMAINZ BOARD MEMBERS

MOVED: (Secretary/Carter)That ISOCNZ extend the term of current directors of Domainz until 1 May 2001 [Amended motion below]

There was discussion about the benefits of setting a finishing date to the terms of appointment.

• Continuity of Governance at Domainz was raised – there is a need to have rolling appointments so that in future there is always a group on the Board with previous experience.
• There is no problem leaving it without a date as the Council can change the Board at any time.
• It was suggested that the current Board should remain in office at least until the SRS implementation changes are put in place.

Friendly amendment:

00/230 MOVED: (Secretary/Carter)That ISOCNZ extend the term of current directors of Domainz indefinitely.

CARRIED
For: March, Bourne, Northover, Frederick, Hine, Mason, Heath, Zanetti, Shera [add Carter - amended February 23 2001]
Against: Dengate Thrush
Abstentions: De Salis, Davidson

Current directors indicated that they were prepared to continue.

14. APPOINTMENT OF 5th DIRECTOR TO DOMAINZ BOARD.

Membership to be notified and asked for names to be put forward with CV and Bio:

• Council to attempt to appoint by consensus, otherwise a vote to be taken.
• Existing Directors commented that they saw it as beneficial to the Board to have a wide range of business skills and any new appointee should have director experience and business law knowledge – these would enhance the skills and experience already on the board with its current members

00/231 MOVED: (Secretary/Chair)That nominations for a 5^th Director for Domainz be called:Nominations by 15 December 2000, CV and statement by 30 January 2001 and that candidates attend the next Council meeting.

CARRIED U

ACTION:Secretary to call for nominations by 15 December 2000, CV and statement by 30 January 2001 and arrange for candidates to attend the next Council meeting

14. REBRANDING

There has been little progress on the rebranding issue.

• Some potential names have been reserved.
• The process would be to circulate some potential names to members for comment.
• ISOCNZ should not be too hasty to "give" it’s current brand away to the ISOC Aotearoa Chapter (in formation).

3.10pm Cr Mason leaves

A break was taken for refreshments at 3.25pm

The meeting resumes at 3.40pm

13. DOMAINZ BOARD REPORT AND DOMAINZ RELATED

ISSUES

There was no written report – the Board has not formally met since the last ISOCNZ Council meeting.

The appointment of a Project Technical Manager for a 3 month contract is imminent. The company has started work on separating accounting cost centers in preparation for a registry/registrar split, looking at both costs and areas of responsibility.

00/232 MOVED: (Secretary/Treasurer) That Council move into Committee to receive the Domainz Financial Report

4.12pm

00/233 MOVED: (Secretary/Treasurer) That the Council come out of Committee

00/234 MOVED: (Secretary/Heath) That the Board maintain the lowest possible Domain Name prices taking cognizance of business issues and prudence

CARRIED U

14. REVIEW OF DRS (including ToR for review)

ED: (Chair/Zanetti) That the Terms of Reference be adopted. [See Amended Motion below]

There was discussion about the "leading" nature of some of the terms of reference and whether they are in fact too broad.

It was pointed out that the Directors have answered many of the queries in their investigations of the company as they are working through the overall management of the company.

Points to consider

• provide an independent review without wasting time, effort and money.
• Accusations of conflict of interest of staff and contractors must be cleared up
• AGM required the new Council to do this
• There is still a need to clarify that the system is stable

Suggestion

• Do the review now but put a cost limit on it
• When it is decided what to do put RFP
• Future focused but based on detailed analysis of shortcomings
• Important to go back to AGM resolutions

Perce Harpham spoke:

Suggested that members would be satisfied with a detailed response to the terms of reference by Roger De Salis and other Board members being prepared, passed to members to see what else they want. He commented that conflict of interest and personnel issues may still need independent advice.

Discussion by Council felt this was a good compromise, however the final paragraph in the ToR should be deleted as the report should go to the Council not the Board. Cr March disagreed referring to the Admin Committee recommendations that:

• The review needs to be independent
• The review needs to be seen to be independent
• The review needs to clarify the accusations of conflicts of interest

00/235 MOVED: (Carter/Shera)That the Domainz Board be asked to report to Council on the DRS implementation, using D Farrar’s proposed Terms of Reference as a guideline, substituting Council for Domainz Board in the last sentence, AND THAT those results be passed to members unless Council and or Domainz Board have legal reasons not to release them, with an intention to debate the scope of the subsequent independent formal review.

CARRIED
For: Bourne, Hine, Northover, Heath, Zanetti, Carter, Shera
Against March,
Abstentions: Davidson, De Salis, Hine, Dengate Thrush
Out of the room: Frederick

15. SOCIAL IMPACT COMMITTEE REPORT

Cr Frederick spoke to the Proposal "Prophylactics for the Information Age – how to protect your business and your family on the Internet" (the "Road Show")

At this stage it is for information only, there is a need for a time commitment to carry it through. Hope to be able to implement March – May 2001. Need Council to underwrite costs. There are other "Road Show" proposals around at the moment et Government, Cisco, e-solutions. There is a need to be aware and to co-ordinate so as not to duplicate. It was felt that at this stage support could be given to starting the process.

The Executive Director requested a name change as it was culturally insensitive, and the Council agreed.

00/236 MOVED: (Frederick/Northover)That Council approves in principle the conducting of a series of Road Shows and approves the expenditure of $2000 of the $4000 total required, to move the proposal forward

CARRIED
Abstentions: De Salis, Heath

16. INTERNATIONAL AFFAIRS

The Chair made an oral report:

1. APTLD

The Articles and company registration are close. A letter has been sent to the ICANN Board that until issues are resolved no payment of invoices will be made.

2. ccTLD

Good progress is being made on the Contract for Root Services and Best Practice. Delegation/Redelegation has been put off.

There will be a review of the ICANN set up

The Chair expressed thanks to the Executive Director for her work in chairing the drafting session on Best Practices – she is widely perceived as doing a good job.

3. ccTLD/IANA meeting

• Called to the meeting without consultation
• We challenged ICANN processes to date (see ccTLD statement)
• We advised against the draft letter to governments
• Read out the APTLD letter re funding

4. Open Forum

• 44+ applications for new gTLD’s @ US$50K each
• The Board used a Venture Capital type assessment process to narrow the applications down to 14 presentation
• 7 were eventually chosen for further registration
• many people thought this was the wrong approach and that all/most should have been approved letting the market decide.

5. ICANN Board

• Noted the accounting problems with inclusion of invoices as assets
• Noted ccTLD’s were looking at three options

1. Bare root services contract at US$35-50K cost
2. ccSO (support organization) with 1/3 budget, Board seats and policy involvement
3. Look elsewhere for root servers
4. Noting that #2 was the preferred option

There is a need to pursue discussion and consultation with users in their own countries.

Next ICANN meeting is in Melbourne – Councilors were urged to attend

In reply to a question regarding the ISOC/ISOCNZ "issue" raised by J. Shearer, Cr Hine reported that:

1. the discussion with ISOC have been ongoing since 1995 regarding Associate status and there has been no antagonism.
2. ISOCNZ is not the only country to have disagreed with Chapter conditions but is the only one still "outside" ISOC
3. Don Heath (ISOC Chair) was here 3 years ago and discussion were amicable, but there was no progress

ACTION: Cr Frederick to continue work with ISOC on establishing Associate Category

6pm Cr De Salis leaves

17. METHODS OF ELECTRONIC PARTICIPATION

Cr Bourne spoke to his report

00/237 MOVED: (Bourne/Chair) That the report of the MEP committee be received

CARRIED U

18. Open Relay

With the resignation of Cr Scott, Cr Zanetti has agreed to take leadership of this committee. There was no report.

19. Internet Surveillance Working Group

Cr Shera spoke to the report prepared by Ewen McNeill. There has been a great deal of activity and the working group suggests the holding of a 1 day conference on this and related issues in the early part of 2001.

00/238 MOVED: (Shera/Zanetti) That Council accept the ISWG report with thanks and approves in principle the hosting of a one day conference and that ISOCNZ staff come forward with a proposal for an ISOCNZ Conference on these issues in early 2001 with a view to formulating policy for submission to the Select Committee.

CARRIED U

20. REVIEW ACTION SHEET

Councilors were asked to review the Action Sheet on the website

21. GENERAL BUSINESS

1. 00/239 MOVED: (Secretary/Hine) That no National Internet Governance Summit be held before the March ICANN meeting in Melbourne.

CARRIED U

2. Strategic Weekend – the need for this to take place early in the new year was highlighted. February 6/7 (Waitangi holiday + 1 day) was suggested. Before the meeting Strategic issues must be identified – emphasis is strategic, not operational matters.
3. NetForum – see previously adjourned item - Executive Director was instructed to take the list of requirements as set out previously to the UniForum Board meeting on Tuesday. If the requirements could not be met then ISOCNZ should withdraw from participation in the 2001 conference.

ACTION: Executive Director to take the Council's list of requirements to UniForum Board Meeting and if they are not met to withdraw the Society from participation.

4. The Chair will convene a Chairs’ meeting in December or January

ACTION: Chair to convene Chair's meeting in December or January

Chair declared the Meeting closed at 6.40pm and wished everyone a very Happy Christmas.

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

©2000 The Internet Society of New Zealand
Last updated 13 February 2002