Council Minutes 23/03/01

MINUTES OF THE GENERAL MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD IN THE ISOCNZ BOARDROOM, 1:00 PM, FRIDAY 23 MARCH 2001

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

Status: Minutes adopted at Council Meeting 26 April 2001

1. WELCOME

Peter Dengate Thrush opened the meeting at 1.10pm and welcomed those present to the first Council Meeting in our own Boardroom

2. PRESENT

Peter Dengate Thrush (Chair), Frank March (Secretary), Simon Blake, Richard Bourne, Jordan Carter, Roger De Salis, Howard Frederick, Bob Gray, Steven Heath, Andrew Mason, Jennifer Northover, Rick Shera, David Zanetti, Sue Leader (Executive Director).

3. IN ATTENDANCE :

Beverley Irvine (Administration Manager),

4. APOLOGIES

Absence:Roger De Salis, Keith Davidson (Treasurer)
Lateness: Mark Harris, John Hine

01/20 MOVED: (Chair/) That the apologies be accepted. CARRIED U

5. OBSERVERS

Gaywyn Robinson, John Rumsey

6. MINUTES OF THE PREVIOUS MEETING

01/21 MOVED: (Chair/) That the minutes of the Council Meeting held 23 February 2001 be accepted as a true and correct record.

CARRIED

For:Dengate Thrush, March, Blake, Bourne, Carter, Gray, Heath, Northover, Zanetti

Abstentions:Shera, Mason, Frederick

7. MATTERS ARISING FROM THE MINUTES

E-Votes: The result of

EV010201 MOVED (Gray/Heath) That the Council approve the Job Description for the SRS Project Manager as circulated to members and Council

EV020201 MOVED (Gray/Heath) That Council authorise Bob gray to convene an interviewing committee comprising himself, the Executive Director and one other.

EV 030201 MOVED (Gray/Heath) That Council authorise Bob Gray to negotiate and let a contract for services as set out in the job description

EV 030201 MOVED (Gray/Heath) That Council authorise a Budget of up to $100000 for task, a small amount of which will be expended in the current financial year.

were notified.

In all 11 votes were received. All were in favour except on EV020201/1 and 5 in which 10 votes were in favour and there was 1 abstention.

01/22 MOVED (Secretary/Mason) that the result of e-votes

EV010201

EV020201

EV030201

EV040201

be recorded as part of the minutes of Council sitting electronically CARRIED U

8. REORDERING OF AGENDA

The Agenda was reordered as some Councilors had to leave, particularly Cr Shera who had to leave at 3.50pm..

9. REPORT FROM ISOCNZ CHAIR

The Chair circulated his report to Council at the meeting and spoke to it.

The Commerce Commission have been in touch asking for clarification about the moderation of .bank. The Chair and Executive Director have prepared a reply.

ACTION: Executive Director add letter to website

Under item 7. Internet Safety Group - a request to participate in a Conference on Internet Safety. In discussion, it was agreed that Social Impact needed to clarify who this group was and what their definition of safety was before the Society publicly supported it.

ACTION: Executive Director send Social Impact Committee details of Internet Safety Conference.

Under Item 8 Email study, the Chair noted that ISOCNZ could be a good case study for research into the use of email.

01/23 MOVED :(Secretary/Heath) THAT the Chair's report be received

CARRIED U

1.30pm Cr Hine arrives

10. REPORT FROM EXECUTIVE DIRECTOR

The Executive Director welcomed everyone to the new offices and pointed out that we were now endeavouring to run the meetings without outside help so there would need to be a degree of "self help" with regard to such matters as returning cups etc. Workspace is available for Councilors in the Board room if they need it.

The Executive Director then spoke to her previously circulated report.

The hearing by the Law and Order Select Committee of the ISOCNZ submission had been very positive.

The Technical Manager is producing statistics on visits to the new website - the meeting was asked whether these statistics should be presented to the Council Meetings.

In relation to the report on the ISP Forum, the Executive Director requested that a Councilor volunteer to assist in developing the ISP Forum and Cr Blake and the Technical Committee were delegated to provided assistance as required. The Pacific Island ccTLDs will be specifically included in the event

35 people had attended a scaled back "Opening" of the new offices, including the building owner and manager and the Secretary delivered the Opening Speech in the absence of the Chair.

Cr March commented that the Admin Manager had put a lot of work into the new office and boardroom and he asked the Council to acknowledge that (acclamation).

Cr March also noted that at the time the larger scale opening was being put together there was a distinct possibility the building would not have been ready. The Executive Director was correct in exercising judgement not to commit to the larger event. Now we can plan confidently for a more formal opening as originally planned.

ACTION: Executive Director to check all scheduled dates and inform Council of date of Formal Opening.

01/24 MOVED: (Gray/Frederick)That Executive Director have the authority to plan and/or cancel and/or defer at her discretion the formal opening and further, to use her discretion in all operational matters CARRIED U

Cr Frederick suggested that the history of the Hibernian Building, which housed the first commercial radio station in Wellington, should be exploited with the addition of the original Waikato server, and that the Society should build on last night's event and encourage use of the boardroom.

01/25 MOVED: (Chair/)That the Report from the Executive Director be received. CARRIED U

Comments about the new Website included a suggestion to change the white background to an off-white shade. Any further design comments to be held over until the re-branding.

11. REPORT FROM THE TREASURER

The Treasurer was absent but his report was circulated. (Balance Sheet and Profit and Loss)

Council requested that if the Treasurer was not available at a meeting that notes should be appended to the reports to highlight items which Councilors should be aware of

01/26 MOVED: (Chair/) That the Report from the Treasurer be received CARRIED U

12. FINAL DRAFT BUDGET

Cr Gray expressed concern at the format of the Budget and that it was not accompanied by a Business Plan document supporting the figures specified. The Executive Director noted that the final Budget was all that was promised for this meeting and that the Business Plan would be completed as soon as possible.

Draft Budget 2001-02

Budget Overview
Office of the Executive Director Expenses
ccTLD Management Expenses
Council Expenses
Income
Income & Expenses

13. INTERNATIONAL AFFAIRS COMMITTEE (IAC) (Cr Dengate Thrush)

The Chair circulated a report on the Melbourne ICANN meetings and spoke to it. He commented that it was a good series of meetings and with the extra representation present it was well covered.

The delegation plan was set at breakfast and evening sessions so that each person had tasks allotted.

POINT OF ORDER – TAPING

TAPING RESUMES

The Executive Director delivered her report. She mentioned how helpful it was to have a larger delegation than usual. She commented that real progress was being made and significant work was done in completing the Best Practice document.

The Chair briefly outlined the history of Legacy Agreements

The Executive Director noted that there has been significant movement on both the part of ICANN and the GAC. Cr March discussed the relationships between governments and their ccTLD.

Cr Frederick reported that he is developing a Power Point presentation about New Zealand and ICANN. He commented that NZ was well represented and has a high profile.

Cr Shera commented that his primary interest was dispute resolution. All discussions were interesting and particularly those on Governance. He met with LDRP people and the Intellectual Property constituency. Report

Cr Bourne reported that his reason for going was to discover what effect the international scene has on NZ. He found it immensely valuable and it clarifies many issues for him. He mentioned the issue of 'Real Names"' (with Microsoft) and pointed out that it raises the issues of "who owns keywords".

Cr Northover explained that she had found much value in meeting the people who attended the meetings. She found that NZ had significant influence. She felt that the major issue unresolved is funding. Report

Cr Gray expressed an interest in involving Pacific countries which requires sending a 'solid' delegation. This requires money and effort.

He also raised the issue of the 'Verisign' contract – Cr Shera to circulate David Farrar's document and an e-vote on the issues raised taken. There is a meeting of the DNSO on 28 March.

ACTION: Cr Shera to circulate David Farrar's document on Verising Contract.
ACTION: Chair: E-vote on the issues raised in Verisign Contract.

Crs De Salis and Davidson had also made reports to the members.

01/27 MOVED: (Chair/) That the International Affairs Committee Report be received CARRIED U

3.05pmBreak taken for refreshments

3.22pmMeeting resumes

14. LEGAL AND REGULATORY COMMITTEE (Cr Shera)

Cr Shera did not present a written report but reported that the work done by the Internet Surveillance group was well received both by the general community and particularly the submission to the Select Committee. The Executive Director prepared extra information at the request of the Select Committee and this will be placed on the web site.

A working group is being formed for Domain Name Dispute Resolution. This will be publicized after the working group is named.

01/28 MOVED: (Chair/) That the Legal and Regulatory Committee Report be received CARRIED U

15. ccTLD MANAGEMENT ISSUES FOR .nz

15.a Domainz Board Report

The report of the Domainz Chair, Cr Gray, was circulated. The Domainz Chair pointed out that the Board is required to do certain things and the purpose of the report is to highlight what is going on, and the Shareholder should ask for clarification if required.

Cr Gray was asked how the Board intended to consult with staff before reorganization takes place. He explained that it is unreasonable to expect them to comment on the SRS working group report so a workshop will be held to explain the issues and ensure the staff do know what is planned. Their comments will then be included in the white paper. They must be consulted with in good faith.

The interim CEO leaves in June, and a process is underway to find a new one.

Lame Delegations

The paper raises the issue that Domainz is not implementing the policy fully and that until this is further discussed the intention is to leave things as they are.

Lame Delegation paper to be referred to Technical Committee to report back with recommendation

01/29 MOVED: (Chair/) That the Domainz Reports be received CARRIED U

15.bReview of appointment of additional Domainz Director

This issue was postponed at the last Council meeting as one of the nominees was out of the country. The issue needs to be revisited as in the meantime it has become apparent that the Board is operating effectively with the current incumbents with agreements being reached by consensus. When the Interim Board is finished its work it would still be advisable to have a Board of five for voting purposes.

01/30 MOVED: (Chair/Hine) That Council rescind the previous decision to call for nominations for a 5^th Director to the Board of Domainz and leave the question of appointing additional Directors until such time as further progress is made on implementation of the SRS CARRIED

For:Dengate Thrush, March, Blake, Bourne, Carter, Heath, Northover, Zanetti, Shera, Mason, Frederick

Abstentions:Gray

Existing nominees should be notified of this decision before the minutes are made public.

ACTION: Executive Director write to nominees explaining Council decision (01/30)

16. Report of SRS oversight committee and appointment of SRS Project Manager

Cr Gray reported that the emphasis of the skills of the person being sought had changed from IT industry strength to strength in governance and change, e.g., restructuring in something like the energy industry. A "Headhunter" had been briefed and he expects to see CVs next week. An appointment is planned before Easter (13 April).

The Chair reported on a meeting between himself and Cr Gray with two Business Advisory experts from Price Waterhouse Coopers in Auckland. The meeting was to obtain advice on maintaining the value of the asset with regard to such issues as tax and the relationship between the Board and Council, as well as ensuring the Society maximizes the return to members within the constraints of the SRS guidelines. Advice was sought on how best to go about it and to clarify the reasons for the options put forward.

The assumption is that restructuring will use most of the Domainz reserves. Financial Risk assessment to be added to PWC brief for each option to allow for stablity

SRS implementation Project Manager will have responsibility for exploring impacts of each options.

The brief to PWC is to present options, they will report by the end of next week.

01/31 MOVED: (Chair/) That the SRSIOC report be received CARRIED U

The DRS Software RFP. Information is to be gathered from software suppliers to have a contingency plan for the DRS. There have been approaches to the SRSIOC from people in NZ who want to supply a registry solution. Nothing has been done as yet, but the Board proposes to proceed to investigate the matter. It is only an information gathering exercise, no tender may result.

Cr Bourne tabled his potential conflict of interest in the area.

The Board is obliged to find out how to set up a registry and has sent out a RFP for how to a registry can be set up.

3.55pmCr Shera leaves

POINT OF ORDER: TAPING

The Council moved into committee and Observers and Cr Bourne left the room. While in committee part of the Administration Committee report dealing with the Executive Director's 2000-01 contract was discussed - Cr Bourne returned for this section.

17. ADMINISTRATION COMMITTEE (Cr March)

POINT OF ORDER:TAPING

TAPING RESUMES 4.20pm

Executive Director's 2000-01 Contract

01/32 MOVED: (March/Northover) That the Admin Committee be authorized to identify and engage a suitable person to conduct an independent assessment on the appropriate level remuneration for the Executive Director

CARRIED U

Review of Office Holder Performance

Cr Dengate Thrush relinquished the chair in favour of Cr Harris

The Chair of the Admin Committee explained that evaluation of the performance of the Chair of the Council was based on the job description and an assessment form was prepared and was circulated to 5 people (the four Committee Chairs and the Executive Director). 32 areas were rated 1 – 7 (1 being unsatisfactory, 7 being exceeding expectations significantly) and expected rating of 3 – 4. On this basis the Chair's rating was somewhat above 5.

The returns were averaged and not everyone commented in every area. On the majority of areas there were 5 inputs.

It was pointed out how difficult it is to use the information obtained in an assessment such as this.
How would Council deal with a situation that was negative in outcome.
It was intended to be quarterly which allowed feedback. This will have to be worked out in the future, including sanctions and rewards.
In assessing the Chair, Chairs of Committees and not the whole Council had a vote. May also need to be revisited.
This assessment is for the current year only. With AGM changes the process may need review.

1/33 MOVED: (March/) That the Honoraria for the Chair of Council for the year 1 July 2000 to 30 June 2001 be paid in full. CARRIED

Abstention: Dengate Thrush

Cr Dengate Thrush resumed the Chair

The next stage in the Review of Office Holder Performance is to set up a process for assessing Committee Chairs.

ACTION: Admin Committee - set up process to evaluate Chairs.

Re-branding exercise

Executive Director is meeting with Damien Broadley, of AJ Park on Tuesday to discuss how to protect our intellectual property rights in the proposed name

The level of Directors' fees for Domainz
The process is for the Board to make a recommendation and the level is set at the Domainz AGM.

ACTION: Executive Director forward the previous decision on Director's fees to Chair of Domainz

18. NEW 2LD WORKING GROUP (Cr Heath)

Cr Heath presented an oral report.

The straw poll is proceeding quite well, voting closes on Sunday March 25.
Good press has been received largely based on Executive Director's media release and background material. Some erroneous reporting but quickly corrected.
There has been both email and website voting. Cr Heath will prepare a report on outcomes of both types.
There were quite a few invalid email votes as the NZ Bankers' Association media release unintentionally provided an email address but no instructions. Therefore a standardised email has been sent to each notifying that the vote was invalid and pointing them to the website.
The New Zealand end of Election.com company has performed well, but the US based end has not been as good.
Reminders have been sent out about 25% of the voters who had not completed the two step voting process, and a reminder that voting closes shortly.
Small number of bounced messages because of invalid email addresses.
Result expected in a week after the three scruitineers complete their work The e-vote on the fee is still to come. A full report will be prepared on lessons learnt on the whole process.

Council congratulated Cr Heath for the whole exercise. The Council needs to take advantage of the good publicity this exercise has engendered.

The level of the fee was discussed, it has to be enough to have participants take it seriously. A policy must be set. It is important to realize that this fee only covers this particular vote, which is small in number.

MOVED: (Hine/Carter) That Council set the fee as stipulated in the policy for the creation of a new 2LD at $1000

There was discussion on how the fee level should be set. It was felt that this needs to be in the near future. An important factor is recovery of costs but until these are identified it is not possible to set the fee. The meeting to assess actual costs has not taken place.

ACTION: Cr Hine to meet with Executive Director to assess costs associated with processing 2LD applications.

Council decided to let the Motion lie on the table.

19. METHODS OF ELECTRONIC PARTICIPATION WORKING GROUP (MEP) (Richard Bourne)

Cr Bourne spoke to his report. The recording of Council Meetings will be streamed as we have Streaming Audio, and now that we know what equipment we need for our own use this will be purchased.

E-voting procedure was circulated. The proposal focuses on the scrutineer process as well as the SGM and AGM. Scrutineers to be appointed for 12 month period. Please supply feedback – looking for responses in the next couple of weeks as impacts SGM in May

ACTION: All - read and comment on E-Vote proposal by April 13.

Executive Director noted discussion with Technical Manager on operational aspects of the proposal including:
Will use in-house servers so there are Firewall concerns
Authoritative email address list - Technical Manger working with Admin Manager to make manual aspects of membership database work with online voting - probably use web interface.
One advantage out of this is members will be obliged to notify changes to email addresses
Note that unless Constitutional changes go through to require an email address as qualification for membership an "authoritative email address list" won't exist.
MEP will table the Mailing Lists report shortly.
There is no intention at this stage to make the audio-stream live.

01/34 MOVED: (Chair/)That the Report from the MEP Committee be received CARRIED U

20. SOCIAL IMPACT COMMITTEE (Cr Frederick)

Cr Frederick spoke to the report which was published.

The Waitakere Economic Development Summit (April 27) is well under way – ISOCNZ has major input including three Councilors speaking, exhibits, branding over all published material. A free CD will be distributed with public domain software for small businesses. Committee hopes to replicate this in other centers, viz Manakau and Tauranga.

WOF study on government websites is now funded without ISOCNZ input, but our funding could be used to bring publication forward. No further action required.

NZ Computer Society is running "Drivers Licence for Computer" Usage" – should we be looking to do something similar for the Internet? Cr March alerted Council to the "Ticket" project - web based learning proposal.

ACTION: Cr March - forward information on "Ticket" project to Executive Director.

5:00 pm Cr Gray departs

It is suggested that the next Council meeting, which conflicts with the Waitakere event be rescheduled to the day before, i.e., 26 April 1 – 5pm and be followed by the more formal Opening of the Society's offices that evening. Then those who are going to take part can fly to Auckland the next day – they are not required until probably 1pm.

Executive Director to refer to Council list.

01/35 MOVED: (Chair/)THAT the report of the Social Impact Committee be received CARRIED U

21. CONSTITUTIONAL REVIEW WORKING GROUP

The Group met last evening and worked on amendments. The final proposal should be circulated in the next few weeks. The proposals are wide-reaching and some are controversial. Convenor will liaise with Executive Director re date of SGM.

ACTION: All Councilors to read and feedback on Constitutional Review proposals.

22. SPAM Working Group (Cr Zanetti)

Terms of Reference were previously circulated and will be resent. Proposal is to extend the scope of the working group to include unsolicited bulk e-mails, DUL list, and disposable e-mail addresses.

23. OPEN COUNCIL INFORMATION

Cr Hine: The group (to which Cr Shera has been added) who are to look at the issues of the openness of our information has not yet met because of Melbourne meeting – they are intending to meet next week.

The group will bring a paper to the next Council meeting.

24. GENERAL BUSINESS

There was no General Business.

Meeting closed at 5.20pm.