Council Minutes 01/03/02

Minutes of the General Meeting of the Council of InternetNZ Held at the InternetNZ Council Room, L4, 4 Bond Street Wellington 1 March 2002

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

Status: Minutes Adopted at Council Meeting 020413

1. WELCOME FROM CHAIR

Keith Davidson (President) opened the meeting at 10.05am and welcomed those present. He welcomed Domainz Board members James Scott, Donna Hiser and Domainz CEO Derek Locke.

He announced that due to the presence of the Domainz Directors the order of the meeting would differ from the published agenda so that presentation of the Domainz reports and a presentation by the Directors would be the first item on the agenda.

a. PRESENT

Keith Davidson (President), Rick Shera (Vice President), David Farrar (Secretary), Steven Heath (Treasurer), Jonathan Ah Kit, David Archibald, Richard Bourne, Jordan Carter, Roger De Salis, Bob Gray, Bill Parkin, Simon Riley, Chris Streatfield, Joop Teernstra, David Zanetti, Sue Leader (Executive Director).

b. IN ATTENDANCE :

Beverley Irvine (Administration Manager),

John Vorstermans (Technical Manager)

Rose Percival (SRS Implementation Project Manager) and Doug Mercer (SRS Technical Project Manager) for the presentation of their report

2. REPORT FROM DOMAINZ BOARD (Donna Hiser on behalf of the Board)

(Agenda Item #6)

There was no Data projector available so Domainz Director Donna Hiser orally presented the Directors' concerns .

• Summary:
• Implementation of the SRS is very important, the Directors of Domainz are committed to the implementation
• Important to get the implementation right
• There is a sense of a lack of trust between the Board and InternetNZ Council
• Assurance that the Board will act in good faith with InternetNZ
• Board understands that Domainz should not aggressively pursue the Registrar role
• Directors believe that a Registrar only company will not have a residual value
• Directors had always believed registry would become a separate entity within Domainz, not a separate company.

10.15am Cr De Salis arrives

The President asked Cr Carter to speak for the SRSIOC in the absence of the Chair of that committee.

• AGM resolution was quite clear that there would be a separate registry
• Domainz needs to be the stabilizing registrar
• Registry to be small and technical

10.35am Cr Riley arrives

Discussion:

• Better communication between Domainz Board and InternetNZ Council needed
• Strategic planning process could bring other issues
• Number of registrars in the market place is important should be more than 5 and up to 50
• If Domainz remains the registry this could be a barrier to other registrars setting up
• If Councillors really think the AGM resolution is wrong it should be taken back to the members
• Registry should be totally unaffected by anything which happens to a registrar, so should be kept completely separate
• Don't want legal liabilities associated with Domainz to have any effect on the registry

President suggested that a working group be set up to be the communication hub between the Domainz Board and InternetNZ Council.

Further discussion:

• Domainz needs to know what is intended to become of the Company longer term.
• Concern that it is not economically sustainable to be stabilizing registrar
• Need for a contract to replace the present provision of .nz registry services contract so there is a measurable ongoing income stream for planning purposes.
• May be need for funding to support legacy registrar
• Concern about lack of business acumen on Council (strong disagreement)
• Society does need to make decisions
• Options need to come to Council so informed decisions can be made
• Council needs input from Domainz

02/26 MOVED : (President/Streatfield) "THAT a Domainz Liaison Task Force be formed comprising Vice President as Chair, Secretary and Cr Whittle and Rose Percival and Doug Mercer as required, plus representatives from Domainz as they feel is appropriate.

CARRIED

FOR: President, Secretary, Ah Kit, Archibald, Carter, Frederick, Parkin, Streatfield, Teernstra, Zanetti,

AGAINST: Treasurer,

ABSTAINED: Vice President, De Salis, Gray, Riley,

(Domainz Board Report continues in Section 7)

11.30am Break taken

11.48am Meeting resumes

Executive Director reminded councilors that reports for printing for presentation to the meeting need to be with the office at least 48 hours before the meeting, otherwise bring sufficient printed copies with you, cost can be claimed back as an expense but we do not have staff resources to get copying done on the day of the meeting.

3. SRS IMPLEMENTATION

(Agenda Item #5)

a. SRS IOC report (Cr Whittle)

In the absence of the Chair, Cr Carter circulated the Report of the SRS IOC meeting of the previous evening.

• SRS Contracts

SRSIOC report sets out the Committee's expectation regarding the signing of contracts.

Cr Gray:

• objects to the tenor of the document
• Derek Locke is the contact point between Domainz and InternetNZ on operational matters
• Cannot give an undertaking that any dividends will be given to InternetNZ

SRS Implementation Manager pointed out that 2 ^nd stage of development is about to be undertaken and asked the Domainz Chair: "Is Domainz unable to fund the technical development?"

Cr Gray: "No, no - quite to the contrary. What we cannot do is provide Dividends because we cannot sign Solvency Certificates at this time."

Secretary - raised the issue of Solvency Certificates and what they entail. He asked if the Domainz Chair was saying that in a worst case scenario that Domainz could not cover it's debts.

Cr Gray - no - there are sufficient funds.

President - Solvency certificate depends on individuals satisfying themselves- there is no absolute criteria

Cr Gray - Domainz intends to fund the SRS. See last page of Domainz Board Chair Report.

Discussion:

• Negotiations need to be undertaken as to how the funding should be arranged
• Contracts should not be signed by Domainz if they cannot own the asset
• Cr Carter - noted that there are other ways of funding than by dividend - interest free loan etc
• SRS Implementation Manager stated that the issue of the signing of the Memorandum of Understanding between Domainz and InternetNZ (where InternetNZ retains ownership of the developed software product) has been misrepresented. The MOU reflected the arrangement at the time and others were present who support this understanding.
• Cr Gray noted the CEO of Domainz was no longer in the meeting.
• SRS Technical Project Manager: - there is a contract which will need to be signed in one week so this does need to be resolved

b. Report from SRS Technical Project Manager (D Mercer)

• Report
• Technical architecture is proceeding on time, copy is now available just needs refining. IT will include the draft security policy written by SRS Technical Project Manager. Confidentiality issues to be covered - draft by end of next week. Technical committee will have TA within week for comment.
• QA has taken place by Knossos. Optimation, who have specific skills, will QA the technical security components. System is subject to a high level of QA.
• Intend to produce a newsletter to potential registrars.
• Now moving to prototyping system software. Hope to have contract by the end of next week.
• Major revision of schedule and budget will be produced for next Council meeting

c. SRS Implementation Project Manager's Report (R Percival)

Team Update Report

There have been 30 applications for the position of Domain Name Commissioner. The intention is to have an appointment made by the next Council meeting.

12.18pm Cr Bourne arrives

(ii) Registry

SRS Implementation Manager spoke to published paper , constitution for the Registry Company is being prepared by lawyers and will reflect the size of the operation and it being a wholly owned subsidiary. Needs at least one director before it can be incorporated. Need to appoint registry Manager soon to take ownership of the registry decisions

12.20pm PoR Recording stops

12.25 -12.35pm Cr Frederick is absent

12.52pm PoR Recording resumes

1.50pm Rose Percival and Doug Mercer leave the meeting

A motion was considered but withdrawn

2pm PoR Recording stops Lunch break

2.30pm PoR Recording Resumes

Cr De Salis requests of the President that he have 5 minutes to make a presentation to Council, in committee

2.35pm PoR Recording stops

2.55pm PoR Recording resumes

President thanks Cr De Salis for his presentation.

President returned to the original agenda items

4. APOLOGIES

(Agenda Item #2)

Absence: John Russell, Jennifer Northover, Drew Whittle,

Lateness:

02/31 MOVED : (President/) "THAT the apologies be accepted." CARRIED UNANIMOUSLY

5. MINUTES OF THE PREVIOUS MEETING

(Agenda Item #3)

Treasurer asked that it be noted that he had raised the issue of support for ccSO and At Large separately from the International Affairs Committee report.

Cr Archibald ask that it be noted that he and Cr Parkin were excluded from the "In Committee" part of the meeting discussing DRS Review matters.

02/32 MOVED : (President/Archibald) "THAT the Minutes of the Council Meeting held on 1 February 2002 as amended be accepted as a true and correct record."

CARRIED UNANIMOUSLY

6. MATTERS ARISING FROM THE MINUTES

(Agenda Item #4)

Secretary advised the meeting that although it had been necessary up until now to record detailed minutes of Council Meetings, it is intended in the future that, unless there is strong objections, and given that a full record of the meeting is available on the audio files, the minutes will be summaries of discussions only with less detail than at present and a record of motions and voting

7. DOMAINZ BOARD - continued (Cr Gray)

(Agenda Item #6)

Chair's report

Cr Gray referred to the published Report and Addendum to the Report. [Both Council Only - Commercial In Confidence]

3.10pm PoR Recording stops

3.13pm PoR Recording resumes

8. REPORT FROM LEGAL AND REGULATORY COMMITTEE (Vice President)

(Agenda Item #7)

Vice President referred to the published report

3.15pm Crs Gray and De Salis leave the meeting

• He referred to a meeting with the Privacy Commissioner and a drive to harmonise with Australia and the EU.
• Strategic planning will discuss the proposal for an Ombudsman's office.

9. REPORT FROM ADMIN COMMITTEE (Secretary)

(Agenda Item #8)

The letter from the President to the Domainz Board was tabled.

Councilors were asked to advise the Secretary of items for the "Register of Interests"

The proposed half year budget, as published, was circulated. There had been no comment on it.

02/33 MOVED : (Secretary/Streatfield) "THAT the budget be accepted"

CARRIED UNANIMOUSLY

a. 02/03 Draft Budget

Page 2 - Council Expenses Notes - Honoraria should be 500 x 13 instead of 1000 x13

Suggest that this document should be published to members for consultation, Admin Committee to receive comments and revision and bring to April Council meeting for adoption. Note that this is for 6 months only.

02/34 MOVED : (Secretary/Treasurer) "THAT the draft budget be received and published to the members for consultation.

CARRIED UNANIMOUSLY

The budget will now be published to members.

b. Constitutional Working Group will be reactivated to consider items to be presented to the AGM.

c. Strategic Planning process is underway, meeting to consider items will be on 12 April, the day before the next Council meeting, at a venue to be advised.

10. INTERNATIONAL AFFAIRS COMMITTEE REPORT (P Dengate Thrush)

(Agenda Item #9)

No formal report. In the absence of the Chair the Executive Director made an oral report.

• she noted that she was leaving for Bangkok for the APRICOT meetings, together with the President and Chair of the IAC in 24 hours.
• ICANN have published a report setting out a proposed new structure two weeks before the ICANN Meeting. The restructuring as proposed would have significant impact on particpative democracy and especially affects ccTLD's and At Large. Frustrating as the ccSO works is well advanced and this will inevitably distract.

An evote to be held to give guidance to the President and Chair of the IAC (who will be present at the ICANN meetings in Ghana later in March) as to the feelings of InternetNZ.

• Peter Dengate Thrush has been re-elected to the APTLD Board
• An independent grouping icannatlarge.com has been formed - Councilors and members to be encouraged to sign in to show support
• InternetNZ has been asked to discontinue hosting the IDNO mailing list

02/35 MOVED : (Secretary/Treasurer) "THAT InternetNZ cease hosting mail for idno.org at 31 March 2002

CARRIED UNANIMOUSLY

• IDNO Archives to be retained for future reference

3.48pm Cr Archibald leaves the meeting

3.50pm PoR Recording stops Break for refreshments

4pm PoR Recording Resumes

11. 2nd LEVEL DOMAINS (Treasurer)

(Agenda Item #10)

• .maori vote is underway and closes on 8 March
• No other applications at this point
• Treasurer will activate the WG to review the 2LD process as agreed at the ??? meeting. In the meantime any applications received will be under current process.

12. TECHNICAL COMMITTEE (Cr Zanetti)

(Agenda Item #11)

• Committee to look at the Technical Architecture of the SRS as soon as it is available.

13. SOCIAL IMPACT COMMITTEE (Cr Frederick)

• Cr Frederick reported on the Net Safety Conference.
• Committee is preparing a further strategic planning application based on this area of interest.
• InternetNZ obtained very good exposure at the conference. No new membership applications received yet, although forms had been available.

14. PRESIDENT'S REPORT

• President advised he leaves for APRICOT and ICANN meetings tomorrow. Can be reached on IRC
• recommendations for the .nz Oversight committee and Registry Board make up completed as tasked.

4.35pm PoR Recording stops

4.46pm PoR Recording resumes

• It is important that this matter is progressed so that the Domain Name Commissioner has a structure to report to.
• People have been sounded out to find out if they are interested to serve but those who have been approached are aware that Council has not made decisions yet.
• This will be taken to an evote.

15. EXECUTIVE DIRECTOR'S REPORT

Executive Director reported a busy month

• 2LD (.maori) vote
• Rebranding - website now updated
• Office function survey in view of Domain Name Commissioner needs
• About to leave for Bangkok for the APRICOT meetings

16. FINANCES

(a). Treasurer's report

Treasurer spoke to his report as published. Has had meetings with accountant and auditor to prepare the processes for a smooth end of year and early production of accounts to enable them to be ready to distribute to members 30 days before the AGM.

He reminded councilors that expenses were to be claimed with 60 days or they may not be repaid (at the discretion of the Treasurer).

(b) January Financial Reports

As published , no specific items highlighted.

17. INTERNET2 (NZ) STEERING GROUP (Neil James)

• Cr Riley reported that the Executive Director, Neil James and Roger De Salis and he had met with IT Minister Paul Swain.
• The SG is confident money is available from IndustryNZ when a proposal is submitted, funding is $ for $.
• Invitation from the Minister to present to "Ministers' Committee" and to an event in July/August
• Society has credibility, Internet2 is seen as a national initiative.

5.03pm PoR Recording stops

5.05pm PoR Recording resumes

18. GENERAL BUSINESS

02/36 MOVED : (President/Parkin) "THAT reports from Domainz; Legal and Regulatory, Administration, International Affairs, Social Impact Committees; Executive Director, President, Treasurer, Internet2 Steering Group be accepted

CARRIED UNANIMOUSLY

02/37 MOVED : (Carter/Frederick) "THAT Domainz be asked to sign the next stage of the SRS development Contract,

AND THAT Council expresses its desire that a Memorandum of Understanding be signed between Domainz and InternetNZ acknowledging that InternetNZ retains all rights to the SRS Registry Software, including the right to assign those rights to other organisations as InternetNZ sees fit.

CARRIED UNANIMOUSLY

• Secretary asked that Council reimburse his expenses to attend (by phone) a DNSO meeting next Monday. He would report back
• Cr Streatfield asked that Council support him to attend "Flaxroots" conference. However as this conflicts with the planned Strategic Planning day it may not be possible for him to attend both days.

19. MEETING ENDS

The meeting closed at 5.15 pm.

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

© 2001 InternetNZ
Last updated 28 March 2002