Council Minutes 15/09/01

Minutes of the General Meeting of the Council of InternetNZ Held in the InternetNZ Boardroom, 11:00 AM, Saturday 15 September 2001

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

Status: Minutes Adopted at Council Meeting 011027

1. WELCOME FROM CHAIR

Keith Davidson (Chair) opened the meeting at 11.15am and welcomed those present and Jonathan Ah Kit as an observer.

a. PRESENT

• Keith Davidson (Chair), David Farrar (Secretary), Steven Heath (Treasurer), Simon Blake, Richard Bourne, Jordan Carter, Roger De Salis, Bob Gray, Jennifer Northover, Simon Riley, Rick Shera, Chris Streatfield, Drew Whittle, David Zanetti, Sue Leader (Executive Director).

b. IN ATTENDANCE :

• Beverley Irvine (Administration Manager),
• Rose Percival (SRS Implementation Project Manager) for the presentation of her report
• P Dengate Thrush (Chair, International Affairs Committee) for the presentation of the International Affairs Committee report.

c. OBSERVERS

• Jonathan Ah Kit

2. APOLOGIES

• a. Absence: John Russell (health), Howard Frederick and Joop Teernstra (travel disruption with USA terrorist attack)
  There was discussion about the form of notification from Peter Mott and it was decided that the meeting did not consider that it constituted an "Apology". It was accepted that Peter Mott notified permanent non-attendance.
• b. Lateness: Andy Linton (arrived at 11.34am)

01/116 MOVED : (Chair/) "THAT the apologies and notification of non-attendance be accepted." CARRIED U

3. MINUTES OF THE PREVIOUS MEETING AND SUBSEQUENT E-VOTES

01/117 MOVED : (Chair/) "THAT the Minutes of the Council Meeting held on 3 August 2001 be received as a true and correct record."

CARRIED U

4. Matters Arising from the Minutes

• There were no matters arising

5. REPORT FROM SRS IMPLEMENTATION OVERSIGHT COMMITTEE

Cr Gray tabled his report [Confidential - Council Only] and the progress report and High Level Requirements Redraft from the SRS Implementation Project Manager.

In answer to questions about the time frame for replacing the 2 members of the SRSIOC who had resigned, he advised that The SRSIOC will be looking for more members when the governance issues have been decided The Implementation Manager would make recommendations at the next Council Meeting. These should be then considered in view of the needs of the committee at that point. The timeframe for the project is not yet set, it will be circulated if available before the next meeting.

11.20am: Rose Percival arrives

Concern was expressed about the reasons for the departure of Ewen McNeill from the Committee. Cr Gray reported he had discussed the issues with Ewen. Cr Whittle commented that he understood the issues but Ewen's leaving was unexpected. He noted that the disputes, which have stalled progress by the Committee, seem to be over non-core issues (e.g. formats of reports). He hopes the Committee can now make progress.

Discussion:

• The assertion by the former committee members was that working documents of the committee were in an exclusionary format
• the technical issues with regard to mail archives not displaying attachments properly
• There seemed to be more concern about the form than the substance of what the Committee was trying to achieve
• Concern was expressed that consensus was not being sought.
• This seems to be a "Cultural" issue between "Corporate" and "Technical" working methods
• It is important that these peripheral issues do not delay the core SRS issues

The SRS Implementation Manager presented her report.

She mentioned that this was a brief update, she reminded Council that she was awaiting feedback on the ccTLD Manager discussion paper – there has been very little to date, which was due next week.

11.35 am Cr Linton arrives

Discussion:

• Feedback is from members only at this point
• Is the ccTLD Manager is an industry wide matter?
• Intention is to have ccTLD office operating before registry, likely by 1 April 2002
• Feedback needed on draft business Model – waiting for input from the larger ISPs
• Registry, Registrar, Registrant Agreements are nearly complete now.
• Need to know what fees will cover to set pricing policy. The discussion about pricing issues needs to take place in the SRSIOC forum, rather than at Council. Reading and understanding the consultation documents is important.
• Discussion and consultation with Government about these issues is important
• SRSIOC welcomes input but does not want to re-litigate issues which have already been covered
• ToR produced for technical side of the project, draft process model produced. Discussion to take place with ISPs and larger stakeholders. Technical side is moving forward with consideration of RFPs.
• In October it is planned to have a series of presentations to stakeholders.
• Any ideas of how to engage the wider community in consultation would be welcomed
• ISP Forum may bring out new issues for the SRSIOC.

01/118 MOVED: (Chair/) "THAT the report from SRSIOC and the report of the SRS Implementation Manager be received" CARRIED U

6. REPORT FROM DOMAINZ BOARD

Cr Gray presented his report as published. [Confidential - Council Only]

In answer to Questions about the DRS Review:

11.45am Point of Order: Recording

12 noon Recording resumes

Peter Dengate Thrush arrives

Domain Name Disputes

A Letter from Gavin Adlam setting out the reasoning for his advice (recommendations as per published document ) was circulated. [Confidential - Council Only]

Discussion:

• Wording needs to be clarified
• Needs a vote even though it is not seen as a change in policy
• Advice should be discussed, usually Gavin's advice should be accepted
• Comments will be passed to SRS Implementation manager for inclusion in the new contracts for registrars. In the new environment there will be a dispute resolution policy.

Further discussion will be held electronically and an e-vote taken.

There will be consultation with Gavin Adlam before his letter is published on line and before a motion is prepared for e-vote.

Zone Files

Cr De Salis reported that there had been 2 applications for Zone Transfers, which had been turned down. One applicant had asked for reconsideration and had been instructed to communicate with the Executive Director if he is not satisfied. A person from Spain has also applied and he has been asked for more information.

ING Issue

Domainz was congratulated for the way it had dealt with the ING issue. ING has until 25 September to apologise before further action will be taken.

The Chair suggests a short break before the Report from the International Affairs Committee

12.25pm Recording stops

12.30pm Recording resumes

7. REPORT FROM INTERNATIONAL AFFAIRS COMMITTEE

Peter Dengate Thrush distributed papers to Council and spoke to them

• Model ccTLD Sponsorship Agreement – Triangular Situation
• There are basic flaws in the proposed agreement
• ICANN have written every clause so that they make decisions and ccTLDs hand over power to them
• Key clauses are agreeing to always enact any Policy changes and always pay what is asked.
• The tenor of this document shows why there must be continued representation and participation in the ICANN meetings
• less representation than usual but more of the local South American countries represented, who have had no prior experience of the meetings.
• There is a need to keep up with multilingual domain names issues
• Issues with regard to roots being used for political games was to be taken to the technical committee
• .au are likely to sign the new agreement
• Status of intellectual property rights in .nz in New Zealand is not clear
• Presentation of history and current make up of ICANN
• Safeguards are needed if policies are binding
• ccTLD authority comes from local users
• gTLD authority comes from ICANN
• Changes could mean increases in costs to ccTLDs

1.08pm Point of Order: Recording

1.34pm Recording resumes

• Further discussion on make up of ICANN Board.
• Slide was shown with the various options for numbers of Board Director seats
• Small number for each interest group causes fragmentation of the organization
• FEEDBACK : is sought on (1) draft contracts, (2) At Large issues
• Expressions of concern and support have been made with regard to the terrorist attacks in New York

• ICANN donation for 2000-2001 year has been withheld until some certainty as reached. IAC recommends a donation of US$5000. A similar amount was paid for the prior year.

• Hopefully some finality on ccSO at the LA meeting in November.

01/119 MOVED: (Northover/Gray) "THAT Council approves a voluntary donation of US$5000 to be paid to ICANN for the year ending 30 June 2001."

For: Bourne, Whittle, Gray, Shera, De Salis, Davidson, Linton, Farrar, Carter, Northover, Riley, Zanetti, Streatfield, Blake

Against: Heath

CARRIED

1.45pm LUNCH BREAK

2.15pm Meeting Resumes

8. REPORT ON FEES FOR NEW 2LD APPLICATIONS

Cr Heath spoke to his report . He has had discussions with John Hine and the Executive Director with regard to the actual costs of an application. The current Policy requires a fee to be charged, but no figure is given. The proposed fee can be partially/totally waived by Council for 'deserving cases'. This policy would only be in place until the new SRS is running.

MOVED: (Heath/Gray) "THAT the application fee charged for processing an application for a new second level domain name within .nz beyond the straw poll be scaled in accordance with the number of votes in the straw poll as follow:

• 200 – 499 votes $6000
• 500 – 999 votes $7000
• 1000 – votes $9000"

Discussion:

• The fees as set out are too high
• There should be some debate on members' list
• Need to have something in place in case there is an application
• If there are no 2LDs then there is no need for fees anyway - suggest Council review whole 2LD policy with view to removing 2LD's

Point of Order : (Executive Director) There is no advertising budget, so lowering proposed fees means that the Society will have to carry the costs of advertising

• Procedure needs to be made simpler – advertising to be the responsibility of the applicant but InternetNZ
• Will take a friendly amendment so that a fee can be set

AMENDMENT MOVED : (?/?) "THAT the application fee charged for processing an application for a new second level domain name within .nz be set at $1000 non refundable, after a successful straw-poll"

For: Bourne, Whittle, Gray, Shera, Davidson, Linton, Farrar, Heath Carter, Riley, Streatfield, Blake

Against: Zanetti, Northover, De Salis,

Abstain:

CARRIED

01/120 MOVED: (Heath/Gray) "THAT the application fee charged for processing an application for a new second level domain name within .nz be set at $1000 non refundable, after a successful straw-poll"

For: Bourne, Whittle, De Salis, Gray, Shera, Davidson, Linton, Farrar, Heath Carter, Riley, Streatfield, Blake

Against: Zanetti,

Abstain: Northover,

CARRIED

01/122 MOVED: (Farrar/Zanetti) "THAT the motion to set the application fee for processing an application for a new second level domain be tabled at the next meeting of Council after consultation with members "

For: Farrar, Zanetti,

Against: Bourne, Whittle, Gray, Shera, De Salis, Davidson, Linton, Carter, Northover, Riley, Streatfield

Abstain: Heath, Blake

LOST

Current policy states that there is a fee but not what it is or what it covers. Applicants should be told about the need for them to do their own advertising. This is an operational matter.

There is a desire to begin looking at the totality of 2LD policy including the removal of 2LD's all together and Cr Heath volunteered to set up and lead a working group to do this.

Executive Director suggested the political issues involved with having more changes (since there are important changes coming up with the SRS) should be kept in mind.

ACTION : Cr Heath to prepare a ToR and timeframe for setting up a working group to consider the issues involved in second level domains and bring to the next Council meeting.

9. APPOINTMENT OF DOMAINZ BOARD MEMBERS

The Secretary reported that due to pressure of time and personnel being overseas this issue has not been progressed as had been hoped. There are 6 applicants for the 2 positions. Interviews will take place over the next couple of weeks and a recommendation brought to the next Council Meeting.

10. LEGAL ADVICE ON ROLE OF COUNCIL WITH REGARD TO DOMAINZ

• The Society as shareholder is not "deemed director" unless Domainz is insolvent
• The Society should not indemnify Directors, basically promising not to sue them.
• The Society should not 'guide' Directors in the performance of their duty, if they are not happy should just remove them without comment and without threats
• It is the Society, not individual Councillors who could be deemed directors
• Removal of the Registry from Domainz could create a deemed director situation
• Actions of past Councils are not likely to be a problem
• It would be wise and prudent to consult with Domainz Staff, as a part of the SRS Consultation

There was discussion as to how the Management Agreement could be terminated without making Domainz insolvent and putting Councillors at risk of being Deemed Directors.

Cr Bourne stated that Council should not give notice that the Agreement will be terminated.

Hopefully those Councillors who had concerns about individual Councillors being Deemed Directors would now be reassured that this is most unlikely.

Further discussion will be on the list.

ACTION : Executive Director to investigate obtaining indemnity insurance cover for Councillors of the Society.

11. REPORT FROM TECHNICAL COMMITTEE

Cr Zanetti spoke to the report, which had been published on the Website.

ccTLD code registrations at 3^rd level

Discussion:

• Advice should be given of potential technical difficulties
• Executive Director suggested that IAC should have time to discuss the implications as agreed at the last Council Meeting. GAC is not in favour of this change.
• It can be done and should be legitimized.

3.20pm Point of Order: recording

3.26pm Recording resumes

01/123 MOVED: (Zanetti/Linton) "THAT InternetNZ rescinds the policy preventing the registration of names within the .nz name space as being identical to ISO3166-1 Country Codes, and that the community shall be notified one month before this change takes place"

For: Bourne, Whittle, Gray, Shera, De Salis, Davidson, Linton, Farrar, Heath Carter, Riley, Streatfield, Blake, Zanetti,

Against:

Abstain: Northover,

CARRIED

12. REPORT FROM CONSTITUTIONAL WORKING GROUP

Cr Streatfield spoke to the report

Date of SGM

The new constitution needs to be ratified by a Special General Meeting. It is proposed that this be held in conjunction with the next Council Meeting on Saturday 27 October 2001. A quorum of 20 Financial Members of the Society will be required to be present.

A copy of the Constitution, showing changes from the previous Constitution will be posted to the list tonight.

This will be a short meeting to approve the new Constitution, not clause by clause but in one vote, since the AGM approved the changes.

There will be more work on the Constitution next year.

01/124 MOVED: (Streatfield/Farrar) "THAT Council calls a Special General Meeting be held at 4pm on Saturday 27 October 2001. 1^st item of business be to adopt the proposed constitution"

CARRIED U

Bylaws

Bylaw changes foreshadowed at the last meeting can now be voted on.

01/125 MOVED: (Streatfield/Farrar) "THAT Council accepts the modified bylaws to take effect on the day following the acceptance of the new Constitution by the Registrar of Incorporated Societies." CARRIED U

Short break taken

Meeting resumes at 3.45pm

13. INTERNET 2 WG

Cr Riley presented his report. Andy Linton has been added to membership of the Committee. A Workshop of Stakeholders is being organized for October 16 with the aim of getting endorsement to carry on establishing a consortium and a progressive series of trials.

Discussion:

• The meeting is to be self-funding. Committee may well take up an expanded range of issues.
• The Treasurer requested that there should be a formal request for further funding.

01/126 MOVED: (Riley/Northover) "THAT Council approves the proposed Terms of Reference for Internet2 Working Group." CARRIED U

ACTION: Executive Director forward Internet2 budget request to Treasurer

14. REPORT FROM LEGAL AND REGULATORY COMMITTEE

Rick Shera spoke to his report

Domain Name Dispute Resolution WG

There is a meeting in Auckland on 10 October with an Eric Wilbers, executive from WIPO, to see what they can do for .nz and what would it cost (WIPO hosts local dispute resolution for 40 ccTLDs using UDRP).

Telecommunications Bill

Submissions have closed.

Electronic Transactions Bill

No action needed – we support it.

Brown/O'Brien Court Case

Nothing in the decision focuses on ISPs. The judgment reinforces that the Internet operates under the same rules as the rest of society. Cr Shera has copies of the judgment but does not recommend it is published on our website.

Crimes Amendment Bill #6

• A press release has been issued detailing what had and had not been used from the submission
• 2 new crimes had been introduced when reported back

• denial of service
• publishing information or possessing software with a view to informing people about committing a crime of unauthorized access to someone else's computer
• Implications on free speech
• Putting up for one purpose but used for another
• Introduced with no consultation after the select committee

Discussion:

• There is a meeting with the Minister on Wednesday to try and get the Select Committee to reconsider, or if this is not possible that he should sponsor a supplementary order paper

• This is not a party-political matter.
• With other issues taking priority for the Government at the moment it is important that issue is not overwhelmed.

Digital Copyright Discussion Paper

Submissions close on 12 October. Legal and Regulatory affairs Committee is working on a summary report and position paper – mostly ISP issues.

19. REPORT FROM SOCIAL IMPACT COMMITTEE

(Item number refers to Agenda order which was changed to accommodate flight departure)

Cr Northover presented the report

She highlighted the recommendation that the Society should cosponsor the Conference on Internet Safety and the Social Impact of the Internet. This focuses on internet safety in the home and business. The event would be next February, by invitation only, high level.

Discussion

• Research has been done to find out what sort of an organization this is – it is not based on ISP's being liable, it is working to train people who to conduct themselves on-line.
• NZ is ahead of the world in this issue and it would be good for InternetNZ to be associated with it.
• This would be using up the Budget allocation for Social Impact for the year.
• This is a good opportunity to leverage on an already organized event and in future opportunities will be sought to work in similar ways. Association with ECAT in the future should be encouraged not just Social Impact but InternetNZ as a whole.

01/127 MOVED: (Northover/Riley) "THAT InternetNZ provide $5000 to co-sponsor the Conference on Internet Safety and the Social Impact of the Internet.

For: Bourne, Whittle, Gray, Shera, De Salis, Davidson, Linton, Farrar, Carter, Riley, Northover, Streatfield, Blake, Zanetti,

Against:

Abstain: Heath

CARRIED

15. REPORT FROM ADMIN COMMITTEE

The Secretary presented reports:

Honoraria

• This is implementing AGM instructions and should be reviewed at the next AGM.
• With the change in funding for the 2002/3 year there will need to be a full review.
• It was noted that there is a process in place for performance appraisals for officers.
• There is no requirement for Councillors to apply for payment

01/128 MOVED: (Farrar/Zanetti) "THAT Council accepts the recommendation of Admin Committee that honoraria of $500 be paid to each Councillor who is not an Office Holder"

For: Shera, Farrar, Zanetti, Gray, Heath, Davidson

Abstained: Linton, Carter, Northover, Riley, Streatfield, Blake, Bourne, Whittle, De Salis

CARRIED

Filing of quarterly reports:

• This is designed to make Councillors accountable.
• It was pointed out that the amount of the honoraria is unlikely to encourage people to work hard.
• It was felt that it was more appropriate for Admin Committee to take the role of receiving assessments.
• There is an already set process for appraisal for officers

01/129 MOVED: (Riley/Streatfield) "THAT all 19 Councillors file a quarterly report on their activities and self nominate what portion of the eligible Honoraria they believe they should get (full, partial [specify] none). Admin Committee to receive the self appraisals from Councillors and grant the honoraria accordingly

For: Bourne, Whittle, Gray, Shera, De Salis, Davidson, Northover, Farrar, Heath Carter, Riley, Streatfield, Blake, Zanetti,

Against: Linton,

CARRIED

4.46pm Cr Northover, Gray, Shera and Linton leave the meeting

Mailing Lists

The changes remove "isocnz" from the names. Recommends that this be implemented

ACTION : Secretary to meet with Executive Director to discuss proposed mailing lists changes.

Travel Policy

To alert Councillors to the formalising of the arrangement that travel over 10 – 12 hours should be by business class. Other issues under discussion were whether alcohol should be reimbursed as expenses. He emphasized that there has been nothing inappropriate in the past. Just to set out the policy.

Interests Register

• The setting up of a Voluntary register was not accepted by Councillors. The feeling was that the Register should be compulsory.
• As Councillors who had previously shown an interest in this issue had left the meeting it was decided to take it back for discussion on the list and then to a further e-vote.
• Regardless of whether there is a register, when there is a conflict interest Councillors must declare their interest and have it recorded in the minutes.

ToR Fellowships Committee

01/130 MOVED: (Farrar/Davidson) "THAT the Terms of Reference and membership of the Fellowship Committee be Accepted" CARRIED U

Domainz Directors Fees

Cr De Salis, as a Domainz Director, declared his interest and left the room (Cr Gray departed earlier). Crs Heath and Zanetti, who are standing for election to the Board of Domainz, also declared their interest and left the room.

Discussion:

• The level of the increase was discussed and it was noted that the workload was significant while the level of the fees was still modest.
• There was a precedent in that the Honoraria for the Chair of the Society had gone from $8000 to $20000 in one movement.
• Normally the shareholder would set a pool and the Directors decide the individual amounts. In this case the Domainz Chair had specifically requested that the Shareholder set the amounts.
• To be implemented immediately

01/131 MOVED: (Farrar/Davidson) "THAT the maximum fees for Directors be set at $10,000 and for the Chair at $20,000, to be implemented immediately" CARRIED U

ACTION : Executive Director notify Domainz Board of fees increases.

5.00pm Crs De Salis, Heath and Zanetti return

16. MEETING SCHEDULE

• The next meeting of Council will be 10am, Saturday October 27.
• It was foreshadowed that the following meeting, the last in 2001, would be the day after the ISP Forum in Auckland (on 1 December), venue to be arranged.

17. ISP FORUM

• Executive Director spoke to her report.
• There are still some details to be settled of programme
• Need interested Councillors to become involved
• Urgent action is needed reviewing the Internet Code of Practice
• There will shortly be a call for papers
• It was noted that the SRS SRSIOC may want to take part
• There is also a hope to include Pacific Island ccTLDs, there are funding proposals being pursued.
• Hope to get co-operation with Legal and Regulatory Committee with the possibility of including the Law Society with some parts of it.

18. REBRANDING

The Executive Director spoke of the successful process, which had produced a new logo design .

Discussion:

• will there be further changes to the design or color before it is finalised?
• Executive Director explained this would be referred to the consultants who are working on the rebranding and who had managed the Logo design.
• Executive Director confirmed that the project was well within budget at this stage.

20. CHAIR'S REPORT

Report

• The Chair spoke about the need for care to be taken with media statements, particularly in letting the Chair and Executive Director know immediately if a statement has been made so that further statements are coordinated.
• Executive Director set out some problems that could arise when dealing with the media which needed particular care by Councillors.
• Where special expertise is required it is totally appropriate that other Councilors are asked to comment, but it is important that the Chair and Executive Director are driving the process.

ACTION : Admin Committee to decide if the Draft Communications Policy needs reviewing and to bring to next meeting.

• The Logo design competition was a successful exercise
• Executive Director will discuss the color of the logo with the Consultant.

internet.org.nz

Email to the holder over a week ago has elicited no reply

01/132 MOVED: (Chair/Streatfield) "THAT the winning entry in the Logo Competition be endorsed by Council as the official Logo of the Society"

CARRIED U

21. EXECUTIVE DIRECTOR'S REPORT

The Executive Director presented her report . She highlighted issues from the past weeks:

• Attended ICANN meetings in Montevideo
• She circulated reports from At Large Study Committee (ALSC) and NGO and Academic ICANN Study (NAIS) to members for feedback to Council before next Council meeting - .nz needs a position on the At Large Membership issue.

ACTION : Secretary to add At Large Membership decision to next Council Meeting's Agenda.

• Logo Competition (as above)
• ISP Forum
• Meetings to set up tentative programs, working through on Internet Code of Practice
• Media Releases
• ThinkQuest
• Meetings with 20/20 which had been productive, but had been now overtaken by the news that ThinkQuest were reviewing providing prize money for the next competition
• Meetings to obtain legal advice re Employment Contracts and re "Deemed Directors"
• In the next week there is a meeting with the Minister re Crimes Amendment Bill #6 and the Telecommunications Bill
• The Executive Director circulated a paper "Confidentiality of Society Documents Addendum" with recommendations. As time was short discussion to be taken on line. The Executive Director expressed thanks to John Hine for his help in drafting this.
• The Executive Director spoke of the frustrations in dealing with IANA to get the changes of address and nameservers made. The promised shorter administrative times have not eventuated and the nameserver changes still took six weeks. The change of physical address from Wakefield Street has still not happened. Other ccTLDs expressed similar frustration at the IANA-ccTLD Workshop and issued a Statement (to come) at Montevideo. The CEO of ICANN and IANA staff have been invited to met with the ccTLD Mangers in LA. is the Executive Director noted that the new contract (as discussed in the IAC report) has a service level agreement which would not allow this to happen. She is drafting a response to the CEO's letter received 28 August which will document the process and delays.. IANA is a function now taken over by ICANN.

5.35pm Cr Blake leaves

22 TREASURER'S REPORT AND FINANCIAL STATEMENTS

The Treasurer referred to his report , which had been on the Website for some time but was not included in the published papers.

Change of auditor

01/133 MOVED: (Heath/Farrar) "THAT Council ratifies the Treasurer's recommendation of Grant Thornton as Auditors for both InternetNZ and Domainz, subject to formal SGM approval, as required. CARRIED U

• The Treasurer commented that he was looking at changing the format of the reports for the next meeting.
• He had noted that the Council Meeting expenses were higher than anticipated because of the travel expenses involved in so many Councillors living out of Wellington

23 SECRETARY'S REPORT

The Secretary referred to his report as published

24 GENERAL BUSINESS

01/134 MOVED: (Chair) "THAT all reports to the meeting be adopted"

CARRIED U

The meeting closed at 5.58 pm.

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

© 2001 InternetNZ
Last updated 24 September 2001