Council Minutes 01/12/01

DRAFT Minutes of the General Meeting of the Council of InternetNZ Held at the Conference Centre, Penrose, Auckland 1 December, 2001

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

1. WELCOME FROM CHAIR

Keith Davidson (President) opened the meeting at 9.15am and welcomed those present. He offered congratulations and a special welcome to Jonathan Ah Kit, newly elected Councillor and to Rick Shera, elected as Vice President

a. PRESENT

• Keith Davidson (President), Rick Shera (Vice President), David Farrar (Secretary), Steven Heath (Treasurer), Jonathan Ah Kit, Richard Bourne, Howard Frederick, Bob Gray, Jennifer Northover, Simon Riley, Chris Streatfield, Joop Teernstra, Drew Whittle, David Zanetti, Sue Leader (Executive Director).

b. IN ATTENDANCE:

• Beverley Irvine (Administration Manager),
• Rose Percival (SRS Implementation Project Manager) and Doug Mercer (SRS Technical Project Manager) for the presentation of their report

2. APOLOGIES

• Absence: Simon Blake, Jordan Carter, Roger De Salis, John Russell
• Leaving early: Bob Gray, Rick Shera, Howard Frederick

01/146 MOVED: (President/) "THAT the apologies be accepted." CARRIED U

3. OBSERVERS

Notification had been received that Lin Nah would be attending later as an observer

4. MINUTES OF THE PREVIOUS MEETING

It was noted that the minutes had been omitted from the Meeting Papers, although these have been on the website, - these will be dispatched early next week.

01/147 MOVED: (President/) "THAT the Minutes of the Council Meeting held 27 October 2001 be accepted as a true and correct record."

CARRIED

FOR: President, Secretary, Treasurer, Ah Kit, Bourne, Frederick, Gray, Northover, Riley, Streatfield, Whittle, Zanetti,

ABSTAINED: Teernstra, Vice President,

Matters Arising from the Minutes

• There were no matters arising
• It was requested that POO Recording, not be used to describe "Point of order, Recording stops/resumes". In future the abbreviation to be PoR.

5. CONSIDERATION OF DRS REVIEW (in committee)

9.30am PoR

9.45am Cr Northover leaves

11am PoR

01/148 MOVED: (President/Vice President) "THAT Council have received and considered the "Post Implementation Review of the Domainz Registry System" report dated 25 October 2001 from Domainz and having regard to the processes used in preparing the report, consider that the report, if published with the limited exclusions based on advice relating to system security and integrity details, satisfies Resolution 30 from the Society’s AGM 23 June 2000

CARRIED

FOR: President, Vice President, Secretary, Treasurer, Ah Kit, Bourne, Frederick, Riley, Streatfield, Teernstra, Whittle, Zanetti,

ABSTAINED: Gray,

11.05am MORNING TEA

11.23am Meeting Resumes

Rose Percival and Doug Mercer arrive

• Rose Percival presented her report. Over a period of 2 weeks Provider Road Shows were held in Auckland, Hamilton, Wellington, Dunedin and Christchurch as well as a special session in Wellington for members (3 attended) presenting the outline of the model for the SRS. No substantive changes were made following this consultation round.
• The RFI is complete, there were 17 responses, 4 have moved to the next stage
• RFP went out a week ago
• Development teams had a briefing with the Technical Project Manager this week and proposals are due on the 14^th.
• Preparing proposals are Catalyst IT, Optimation, Sytec and Zivo.
  • Cr Heath declared an interest in Optimation.
  • Zivo is a development partner of Telsta/Saturn who could become a registrar.
  • InternetNZ is looking for the best proposal and with a proper project management process in place is aware of and can manage potential conflicts.
  • Lack of open source experience excluded some otherwise good proposals.
  • Participants will be made aware of the potential for conflict when proposals are examined.
  • This issue is noted as needing to be addressed.
  • It was suggested making this an "up-front" issue with proposers who all know who else is competing.
• The Implementation Team is taking a corporate, not consultative approach in developing code.
  • There will be an independent QA
  • code will not be up for scrutiny on the website for members to comment on
  • it is hoped that some of the persons chosen to perform the QA will also be InternetNZ members
  • Briefing to be made to Technical Committee
  • The QA Team will come together after the code is written
• In reply to an enquiry by Cr Riley there will be a 2 stage development process
  • Business requirements – hence consultation, road shows etc
  • Detailed requirements – before the solution is developed

Papers presented by SRS Implementation Manager to be considered with recommendations to Council.

The RFP participants have details now for the technical framework.

SRS Framework and Business Rules

Cr Gray stated that the SRS IOC was fully apprised and totally supportive of the Implementation Team’s approach. 01/150 MOVED: (Secretary/Treasurer) "THAT the InternetNZ Council:

(a) note the process used for developing the business processes and rules for the SRS;

(b) note the comments above in relation to the billing/registration term; and

(c) approve The Framework and Business Rules for the Domain Name Shared Registry for .nz (v1.0, 20 November) as the basis for the SRS development

CARRIED

FOR: President, Vice President, Secretary, Treasurer, Ah Kit, Bourne, Frederick, Gray, Northover, Riley, Streatfield, Whittle, Zanetti,

ABSTAINED: Teernstra

The President commented that he has some reservations about the definition of the role of the ccTLD manager and Governance particularly in ICANN and APNIC processes and other international fora. Implementation Manager clarified that it is the role of the ccTLD manager to ensure representation even if it is not always him/her who attends meetings. The vote belongs to InternetNZ, the Society is not being replaced by the ccTLD manager as manager of the ccTLD.

The President also raised concern about the proposed .nz Board – clarification needed that this is a subcommittee of council, although other than Councillors can sit on it, also that as a Board there would be payment of Board Fees to members.

11.50am The President welcomed Lin Nah as an observer to the meeting.

The importance of Councillors reading the documents which have been circulated, before discussion takes place, was emphasized.

Cr Teernstra raised his concerns about the interests of the registrants being upheld. Implementation Manager explained that Registrars will be required to give 14 days notice before cancelling a domain name plus the 90 day "pending release" period.. This is seen as sufficient time for a registrant to act to preserve their name. This will be clearly set out in the contracts.

"Cancellation" as the concept of names being made inactive for 90 days needs to be clarified for the benefit of the registrant.

12.02pm Cr Northover returns

The times omitted from the paper are to allow the registrars to be specific when filling out the contracts.

Discussion moved to the paper "Governance of the .nz ccTLD"

• Suggested legal structure is that the .nz Board should be a subcommittee of InternetNZ Council with a contractual relationship to the registry Board
• Vice President expressed concern that ".nz Board" members will in fact have considerable control over registrar business. SRS Implementation Manager pointed out that this is within the bounds of the contract. President commented that this is similar to Domainz but there are protections because it is a limited liability company.
• The Secretary said that there is no liability for Councillors or Society members as an Incorporated Society
• ccTLD manager will deal with disputes – Society needs to be protected
• If the ccTLD Manager is a limited liability company and holds the delegation the Council will lose power and control.
• ccTLD manager needs to be protected by Professional indemnity Insurance
• The implementation of the SRS will bring further responsibilities, which are now handled by Domainz, back to the office of the ccTLD manager.
• Concern was expressed that it is proposed that the ccTLD Manager will take policy decisions on to the .nz Board and not to the full Council.
• Naming it ".nz Board" clearly spells out its governance role. What is being proposed is that Council will delegate its policy making role for .nz to the ".nz Board" which is a subcommittee of the Council . Minutes of all Board Meetings are distributed to Council.
• Cr Riley felt it was necessary to be quite clear that Council was handing over policy decision making.
• Council will effectively split into areas of specific interest
• All Councillors still need to be aware of all issues
• Peter Dengate Thrush should be consulted about delegation implications if .nz is not an inherent part of InternetNZ. Legal advice should however, be obtained from Gavin Adlam.
• Society has delegation, not Council.
• Referring to Para 30 – members of .nz Board should have to at least be members of the Society.
• To keep the matter progressing it was suggested that a friendly amendment should be entertained that legal advice should be sought before Christmas to review the proposal from the point of view of liability.
• Concern was expressed at having some Councillors receive "Directors’ Fees" for the work on the ".nz Board"
• There should be consideration of "Stakeholder" appointments to the .nz Board, eg name- holders, council, government, registrars. Since ICANN is moving toward "Communities of Interest" maybe the structure should be reflected.
• Suggestion that the first .nz Board should be appointed (SRS IOC would recommend) and thereafter decide process
• Cr Shera asked that the point be made to Gavin Adlam that there may not be much more control of the ".nz Board" sub committee entity by Council than if it were a company

01/151 MOVED: (Gray/Whittle) "THAT the InternetNZ Council

(a) note that earlier consultation with members appeared to favour a sub-committee of the InternetNZ Council being responsible for the stewardship of .nz;

(b) agree that to the establishment of a .nz Board as a sub-committee of the InternetNZ Council with the following accountabilities:

• Objective - effective stewardship of .nz
• Purpose - to discharge the Council's governance responsibilities for oversight of:
  • the general operation of the .nz domain name space and the contracts that underpin it
  • the authorisation of registrars
  • the development and implementation of .nz policies
  • international issues and developments as they affect the .nz domain name space.
• Activities of the .nz Board to include:
• Developing a strategic view of .nz
• Establishing the priorities for and supervising the Office of the ccTLD Manager
• Regularly reviewing the robustness of the registrar market and the level of competition between registrars
• Establishing standards for performance monitoring of the ccTLD manager, and the registry
• Setting a budget for ccTLD activities and establishing the registry fees
• Approving policy changes relating to the .nz ccTLD
• Publishing information on .nz
• Approving the risk management strategy for .nz (includes disaster recovery planning etc)
• Other responsibilities as delegated by the InternetNZ Council.
• The .nz Board is to have full delegated authority (within budget) to take decisions on issues related to .nz, including but not limited to:
  • approve .nz policies
  • authorise and de-authorise a registrar
  • annually review the performance of the registry pursuant to its contract
  • request information from registrars and the registry pursuant to the contracts
  • approve technical changes to the register and DNS (following appropriate consultation)
  • initiate reviews of specific areas - registry operations, a specific registrar etc - and to appoint third parties to assist in investigation(s) of any aspect of domain name activity within .nz
  • seek external advice as required
  • appoint the ccTLD manager, conduct the annual review of the manager's performance and approve remuneration changes
  • approve participation at international meetings and select the participants at these
  • direct the ccTLD manager as appropriate
  • publish reports on .nz
  • issue press releases on .nz issues

(c) agree that registrar representation on the .nz Board is not appropriate given the conflict of interest;

(d) note that registrar representation on day to day management of .nz issues can be effectively achieved through the registrar-registry committee, to be convened by the ccTLD manager;

(e) agree that members of the .nz Board will be members of the Society who will be appointed by the InternetNZ Council, taking into account the requirements and responsibilities of a governance role;

(f) agree that five members should be adequate to provide a small, focused and competent Board;

(g) note that the skills and experience of the first Chair of the .nz Board will be critical in successfully establishing the governance arrangements for .nz;

(h) agree that the members of the .nz Board should be paid at a level that will attract, motivate and retain people with the ability and character necessary to carry out the role;

(i) note that a further paper will be prepared on the appointment of the .nz Board following consideration of/and decisions on these recommendations.

CARRIED

FOR: President, Vice President, Secretary, Treasurer, Ah Kit, Bourne, Frederick, Gray, Northover, Streatfield, Teernstra, Whittle, Zanetti,

ABSTAINED: Riley

12.50pm PoR

1.05pm PoR

Management of the Transition to the Shared Registry System [Council only]

01/152 MOVED: (Gray/Secretary) "THAT the InternetNZ Council

(a) note the issues raised by .nz providers outlined above in paragraph 12;

(b) agree in principle to the split of Domainz into the registry operator and a registrar;

(c) agree to the following principles to guide the transition to a competitive SRS market

• InternetNZ, as the steward for .nz, should not own both a registry and a registrar beyond the transition period to a competitive SRS environment
• InternetNZ, as the steward for .nz, is responsible for ensuring an orderly transition to the SRS environment
• Domainz as the first registrar has a specific role in providing stability for .nz during this transition
• Once a competitive market is in place, InternetNZ no longer needs to own a registrar
• Domainz should not use its position as the first and stabilising registrar to gain market share or to price its services to attract new business

(d) approve the role description for the ccTLD manager; subject to legal advice as agreed;

(e) agree that recruitment for this position commences: and

(f) delegate decision making on the remuneration range and contract details to the SRS IOC and Administration Committee.

CARRIED U

1.10pm Lunch Break

1.40pm Meeting resumes

The Vice President, Crs Gray and Frederick, and Rose Percival and Doug Mercer have left the meeting

7. REPORT FROM DOMAINZ BOARD

• The Treasurer pointed out that the report in InfoTech Weekly that Domain Name registrations had dropped below 100 000 was incorrect.
• It was felt that the ING response to criticism from the Commerce Commission was not acceptable. Domainz will take this matter further.
• No executive summary is available of the Domainz Customer Satisfaction Survey.
• Cr Riley asked for information about the responses to charging levels
• Domainz will discuss specific questions with Councillors who have requests but there is no desire for a "Group Discussion".
• Admin Committee has formalized the reporting line from Domainz and in future only requests from the CEO or Board Chair will be treated as official. This will be communicated to Domainz.

01/153 MOVED: (President/Streatfield) "THAT the report of The Domainz Board [Council only] be accepted

CARRIED U

8. REPORT FROM INTERNATIONAL AFFAIRS COMMITTEE

The Executive Director reported that Peter Dengate Thrush had reported to the Internet Industry Forum on the Security Issues discussed at the ICANN meeting in November in Los Angeles. Don Stokes, whose expenses were paid for by Domainz, will report back to them on the trip.

• ICANN rejected the contract proposals by the ccTLDs. What happens next will hopefully be reported to Council by Peter at the next meeting.
• Root Server Advisory Committee it will not sign the standard ICANN contract and ccTLDs also wish to opt out of signing it and move to an MOU as RSAC has.
• The next ICANN meeting is in Ghana in March. The Registrars' Constituency has already decided not to attend because of concerns about the venue. If the Society is to be represented then bookings need to be made early to both secure the bookings and get the best possible price. It is an important meeting and two representatives should go.
• International Affairs Committee would like to send a strong team of Councillors to the APRICOT meeting in Thailand. Using economy class fares it should be possible, (within budget) to send about 4 Councillors. More complete costings are needed and International Affairs Committee will then liaise with Admin Committee, decision to be put to e-vote rather than waiting for the next Council Meeting.

9. 2^nd LEVEL DOMAINS

The Treasurer reported that arrangements were still proceeding with the .maori.nz application.

• The discussion period (not less than 60 or more than 90 days) would cover the Christmas/summer holiday period, which was felt to be a difficult time.
• NZ Maori Internet Society (the sponsoring organisation) would prefer the vote to be either finished by Christmas or not until March. Want 4 weeks or less discussion period.
• It is now too late to proceed and have the vote by Christmas.
• The suggested scenario is to complete the discussion period in Mid February then have a vote.
• The formal request for a discussion has not been issued.
• There is a list operating
• Executive Director asked what format is the official announcement to take?
• "usenet" style RFD (Request for Discussion) posting to members.
• Suggestion that RFD be posted tomorrow, to close in February
• Procedure to be documented for future
• There has been a small amount discussion to date
• Discussion will be held with the Technical Manager to ensure that the voting system is now ready.
• List is referred from "What’s Hot" on the Website

10. REPORT FROM LEGAL AND REGULATORY AFFAIRS COMMITTEE

No report

11. REPORT FROM SOCIAL IMPACT COMMITTEE

Cr Northover reported that the Committee is now concentrating on working towards the Internet Safety Conference next February. There have been very positive responses to requests for speakers.

The presentation by Liz Butterfield of the Internet Safety Group was well received at the Forum. There has been a request that the Internet Safety Group should have representation on the Social Impact Committee.

01/154 MOVED: (Northover/Riley) "THAT the expression of interest by Liz Butterfield to join the Social Impact Committee be taken up

CARRIED

FOR: President, Secretary, Ah Kit, Bourne, Northover, Riley, Streatfield, Teernstra, Whittle, Zanetti,

ABSTAINED: Treasurer

12. REPORT FROM TECHNICAL COMMITTEE

No report

13. REPORT FROM ADMIN COMMITTEE

Budget 2002/3.

• The major issue is whether there should be funds from Domain Names.
• This needs further discussion after the strategic planning.
• Suggestion is to put up a budget for the first 6 months of the year in February, much on the same lines as this year,
• To members for discussion in February to be approved before 31 March (when it would come into effect).
• For the second half of the year the aim would be to have a strategic plan, business plan and budget for the rest of the year to the AGM, this to anticipate the SRS implementation implications.
• The Treasurer explained how the suggestion for a 6 month budget had been arrived at.
• There was discussion of the pros and cons of having a 6 month budget.
• Putting the budget out to the Members for discussion in March is not for approval – that happens at the AGM in June.

2. Honorarium request had been circulated, only 2 had replied – please send in reports. Voting to be undertaken for the Treasurer.

3. Vice President was elected. There was difficulty with the Council by election because it did not comply with the AGM requirement, there was PoR management of process because of the 2 attempts and not enough time.

There was discussion about self-nomination and the role of the secretary in offering to nominate anyone who contacted him.

01/155 MOVED: (Secretary/Riley) "THAT the Vice President be added as a member of the Administration Sub Committee

CARRIED U

4. The secretary reported on current membership – 316 members, 156 are financial

5. There will be a meeting with SRS Implementation Group to discuss administrative matters

6. Meeting dates set are 1 February, 8 March, 20 April, 7 June, 30 June (AGM to be 29 June)

7. Strategic planning – date to be set. Maybe a smaller group to start setting up options. Working Groups, Chairs of Committees - please contact Executive Director with Budget requirements and noted. Secretary asked to put a notice on Council list.

8. Dates need to be set

9. Executive Director’s Contract - Council moved into Committee.

2.43pm PoR

3.45pm Afternoon tea

3.50pm Meeting resume

3.40pm PoR

The President announced that he had regretfully accepted the resignation of the Treasurer effective immediately – this also means that Steven is no longer able to serve on Council

01/156 MOVED: (Secretary/President) "THAT the first quarter’s honorarium be paid in full and a pro rata amount for the period 1 October – 1 December be paid to the resigning Treasurer

CARRIED U

01/157 MOVED: (Secretary/Bourne) "THAT the Executive Director be designated coordinator for the .maori.nz application

CARRIED U

01/158 MOVED: (Secretary/Streatfield) "THAT the Admin Committee be authorized to conduct a by election for the position of Treasurer

CARRIED U

01/159 MOVED: (Secretary/Northover) "THAT Cr Streatfield be added as a signatory to the ASB Bank accounts for InternetNZ in his role as a member of Admin Committee

CARRIED U

Admin Committee will discuss the procedures for filling the position of Treasurer.

The President and Secretary are empowered to continue Contract negotiations with the Executive Director.

14. WORKING GROUPS

DNDR – no report

15. EXECUTIVE DIRECTOR’S REPORT

Executive Director had no formal report but reported on the Internet Industry Forum, which concluded on the previous day. There were 44 participants, very good feed back from those attending with regard to content. The original budget was $18000 for a one-day event, while noting that all accounts are not in yet, it is anticipated the 2 day event will prove to have cost +/- 10% of that figure. Executive Director acknowledged the contribution of the Admin Manager in arrangements and Cr Riley in the original concepts and content.

Discussion:

Councilors who attended the Forum all gave positive feedback, and noted:

• There was positive comment on the Internet2 and SRS Implementation presentations, and an enthusiastic response from ISPs for what InternetNZ is promoting for self-regulation.
• Some disappointment was expressed at the low turnout of non-members and Councillors
• A review of marketing strategy was called for before another event is planned
• The quality of the participants was emphasized
• The interactive sessions were particularly useful
• Membership signups was low but this time we did not incorporate the membership fee in the cost of the Forum, it was optional.
• Must be follow up both to the participants and in public arenas.
• A list debrief was suggested
• The location for the next conference should be carefully considered in light of the numbers attending in Auckland.

01/160 MOVED: (President/Bourne) "THAT the Council extend thanks to Councillors Riley and Shera for their help with content, the Admin Manager for arrangements and especially the Executive Director for a well run conference.

CARRIED U (Acclamation)

16. PRESIDENT’S REPORT

No formal report

The President, in his role as Shareholder Representative, has requested Domainz pay a Dividend of $250 000 net in January, to cover already committed expenses as per the deficit advised. This had been discussed earlier in the year and was expected by Domainz.

17. TREASURER’S REPORT AND FINANCIAL STATEMENTS

The Secretary spoke to the Treasurer’s report. He drew the attention of Council to the areas where there had been significant overspending, particularly highlighting the Council Meeting Expenses.

Executive Director commented on rebranding, that it was within budget at this point and there will not be a "launch" as such. Building naming rights are now not available.

Funding will change with the implementation of the SRS and it was pointed out there will not be a fund to draw down from to meet unbudgeted expenses.

Executive Director pointed out that that was how the Society was funded up until 18 months ago.

18. GENERAL BUSINESS

4.22pm PoR

4.25pm PoR

Council discussed an item relating to internetnz.org.nz in committee

Cr Streatfield pointed out that there are several e-votes uncompleted. There should be a way to highlight those items uncompleted. Secretary to circulate a reminder

Cr Riley foreshadowed a motion that Council should conduct a survey about the charging of a fee on Domain Name holders to support the work of InternetNZ

What should be the timing for such a survey

The methodology is still under discussion and being examined

Admin Committee is talking to Domainz about access to data

Should be part of Strategic planning

Cr Bourne raised, with regard to the UK Speaker at the Forum, whether InternetNZ could work in conjunction with the Internet Safety Group – this issue to be referred to Strategic Planning.

Cr Northover raised the need for the Internet Code of Practice to be upgraded

Lin Nah (Member observer) asked if ICOP is to be the minimum standard for registrars under the SRS

Social Impact Committee asked to consider the issues which came out of the Forum, but probably a smaller group than a Committee would be more effective

Executive Director to set up a Task Force on the Internet Code of Practice.

01/161 MOVED: (President/Northover) "THAT the reports of

• 2^nd Level Domains Group,
• Social Impact Committee,
• Admin Committee,
• Executive Director,
• President, and
• Treasurer

be accepted

CARRIED U

The next meeting of Council will be at the InternetNZ Office Boardroom in Wellington on Friday 1 February 2002.

27. MEETING ENDS

The meeting closed at 4.40 pm.

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

©2001 InternetNZ
Last updated 10 December 200